What changed in this filing

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Item 1. Financial Statements

2025-11-03 compared with 2025-08-05 · 88 added, 102 removed, 421 unchanged (31% of the section changed)

4 unchanged sentences

(In thousands, except shares and per share data)

Three Months Ended June 30,

Six Months Ended June 30,

Three Months Ended September 30,

Nine Months Ended September 30,

$ 138,467 $ 149,690 $ 419,609 $ 420,268

25 unchanged sentences

( 40 ) 553 2,078 ( 1,133 )

Comprehensive income (loss)

Comprehensive income

$ 2,704 $ 5,956 $ 5,615 $ 8,782

6 unchanged sentences

(In thousands, except shares and par value data)

September 30,

Current assets:

57 unchanged sentences

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

THREE MONTHS ENDED June 30, 2025 AND 2024

THREE MONTHS ENDED September 30, 2025 AND 2024

(In thousands, except shares and per share data)

2 unchanged sentences

Shareholders’

Balance, April 1, 2024

Balance, July 1, 2024

16,792,577 $ 16 $ 82,759 $ 122,106 $ ( 3,971 ) $ 200,910

1 unchanged sentence

3,092 - 42 - - 42

Share-based compensation expense

Common shares repurchased and retired

( 463,707 ) - ( 2,227 ) ( 4,120 ) - ( 6,347 )

Written put options

Share-based compensation expense

- - 1,285 - - 1,285

7 unchanged sentences

- - - - 530 530

Balance, June 30, 2024

Balance, September 30, 2024

16,331,962 $ 16 $ 81,859 $ 121,052 $ ( 3,418 ) $ 199,509

Balance, April 1, 2025

Balance, July 1, 2025

15,917,963 $ 15 $ 83,285 $ 112,017 $ ( 3,241 ) $ 192,076

12 unchanged sentences

- - - - ( 47 ) ( 47 )

Balance, June 30, 2025

Balance, September 30, 2025

15,968,792 $ 15 $ 84,541 $ 112,561 $ ( 3,281 ) $ 193,836

2 unchanged sentences

CONSOLIDATED STATEMENTS OF SHAREHOLDERS ’ EQUITY

six MONTHS ENDED June 30, 2025 AND 2024

nine MONTHS ENDED September 30, 2025 AND 2024

(In thousands, except shares and per share data)

6 unchanged sentences

219,036 - 1,331 ( 213 ) - 1,118

Common shares repurchased and retired

( 451,786 ) - ( 2,227 ) ( 4,120 ) - ( 6,347 )

Share-based compensation expense

10 unchanged sentences

- - - - ( 1,201 ) ( 1,201 )

Balance, June 30, 2024

Balance, September 30, 2024

16,331,962 $ 16 $ 81,859 $ 121,052 $ ( 3,418 ) $ 199,509

15 unchanged sentences

- - - - 2,056 2,056

Balance, June 30, 2025

Balance, September 30, 2025

15,968,792 $ 15 $ 84,541 $ 112,561 $ ( 3,281 ) $ 193,836

4 unchanged sentences

(In thousands)

Six Months Ended June 30,

Nine Months Ended September 30,

CASH FLOWS FROM OPERATING ACTIVITIES

$ 793 $ 4,512

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

2 unchanged sentences

Credit loss expense

2,100 ( 383 )

Share-based compensation expense

Change in fair value of acquisition-related contingent liabilities

Non-cash operating lease expense

Changes in assets and liabilities, net of acquisition of a business:

Accounts receivable

( 569 ) 10,578

Contract assets

( 1,682 ) ( 4,526 )

( 10,692 ) 3,936

Prepaid expenses and other current assets

1,267 ( 1,309 )

( 789 ) ( 761 )

Accounts payable and other current liabilities

1,740 ( 6,424 )

Payment of acquisition-related contingent liabilities

Other long-term liabilities

2 unchanged sentences

Additions to property, plant and equipment

( 2,716 ) ( 1,974 )

Net cash used in investing activities

( 2,716 ) ( 1,974 )

CASH FLOWS FROM FINANCING ACTIVITIES

Borrowings under revolving lines of credit

57,000 10,000

Payments under revolving lines of credit

( 41,000 ) ( 24,000 )

Payments of term loan

( 2,812 ) ( 1,875 )

Payment of cash dividends

( 4,515 ) ( 4,657 )

Payment of acquisition-related contingent liabilities

1 unchanged sentence

Common shares repurchased and retired

Net cash provided by (used in) financing activities

936 ( 20,013 )

Net cash used in financing activities

Effect of currency exchange rates on cash

1,094 ( 835 )

Net increase in cash and cash equivalents

2,260 ( 6,522 )

Net decreases in cash and cash equivalents

Cash and cash equivalents balance, beginning of period

18,766 19,896

Cash and cash equivalents balance, end of period

$ 21,026 $ 13,374

See accompanying Condensed Notes to the Consolidated Financial Statements.

13 unchanged sentences

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 signature marketing brands Fashion Seal Healthcare®, Wink® and CID Resources, 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.

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.

8 unchanged sentences

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.

Change in Accounting Policy

The Company historically evaluated goodwill and indefinite-lived intangible assets for impairment during the fourth quarter or when an indicator of impairment existed.

During the third quarter of 2025, the Company voluntarily changed its date of the annual goodwill impairment assessment for all of its reporting units as well as its indefinite-lived intangible assets to August 31 st .

Historically the annual test was performed during the fourth quarter.

The Company changed the date to provide timelier information for planning and forecasting purposes and provide additional time to complete the required impairment testing.

The change did not represent a material change to the Company’s method of applying the accounting principle and was not retrospectively applied because the Company did not carry a goodwill balance in 2024 prior to the fourth quarter of 2024.

No impairments were identified during the third quarter 2025 annual goodwill and indefinite-lived intangible impairment tests.

Reclassifications

The accompanying financial statements for the prior year period contain certain reclassifications.

Reclassifications only impact items within our statements of comprehensive income, our statements of shareholders' equity, our statements of cash flows and Note 7 Inventories.

These reclassifications did not have an effect on the Company’s consolidated results of operations, financial position or cash flows for the quarter ended June 30, 2025 .

Reclassifications impact items within our statements of comprehensive income, our statements of shareholders' equity, our statements of cash flows and Note 7 Inventories.

These reclassifications did not have an effect on the Company’s consolidated results of operations, financial position or cash flows for the quarter ended September 30, 2025 .

Recently Issued Accounting Pronouncements Not Yet Adopted

2 unchanged sentences

Further, the ASU requires certain disclosures of state versus federal income tax expense and taxes paid.

The amendments in this ASU are required to be adopted for fiscal years beginning after December 15, 2024, which for the Company is the calendar year beginning January 1, 2025.

Early adoption is permitted for annual financial statements that have not yet been issued.

The amendments should be applied on a prospective basis although retrospective application is permitted.

The adoption of this guidance will not affect the Company’s consolidated results of operations, financial position or cash flows and the Company is currently evaluating the effect the guidance will have on its disclosures.

The Company will adopt the required disclosures in its annual financial statements as of December 31, 2025.

The adoption of this guidance will not affect the Company’s consolidated results of operations, financial position or cash flows.

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.

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.

2 unchanged sentences

We are currently evaluating the provisions of this ASU.

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 ASC 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 are currently evaluating the provisions of this ASU.

NOTE 2 – Operating Segment Information :

5 unchanged sentences

Healthcare Apparel segment:

Primarily through our signature marketing brands Fashion Seal Healthcare®, Wink® and CID Resources, 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.

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.

9 unchanged sentences

The following tables set forth financial information related to the Company’s operating segments (in thousands):

Branded Products

Healthcare Apparel

Contact Centers

Intersegment Eliminations

For the Three Months Ended June 30, 2025:

Branded Products Healthcare Apparel Contact Centers Intersegment Eliminations

For the Three Months Ended September 30, 2025:

$ 85,095 $ 31,520 $ 22,664 $ ( 812 ) $ - $ 138,467

8 unchanged sentences

$ 7,524 $ 3,179 $ 2,373 $ - $ ( 5,536 ) $ 7,540

Branded Products

Healthcare Apparel

Contact Centers

Intersegment Eliminations

For the Three Months Ended June 30, 2024:

Branded Products Healthcare Apparel Contact Centers Intersegment Eliminations

For the Three Months Ended September 30, 2024:

$ 92,547 $ 33,025 $ 25,038 $ ( 920 ) $ - $ 149,690

4 unchanged sentences

24,223 11,240 11,482 ( 515 ) 5,974 52,404

Impairment charge

- 260 - - - 260

Depreciation and amortization

2 unchanged sentences

$ 10,733 $ 3,773 $ 3,030 $ - $ ( 5,882 ) $ 11,654

Branded Products

Healthcare Apparel

Contact Centers

Intersegment Eliminations

For the Six Months Ended June 30, 2025:

Branded Products Healthcare Apparel Contact Centers Intersegment Eliminations

For the Nine Months Ended September 30, 2025:

$ 264,216 $ 87,036 $ 70,866 $ ( 2,509 ) $ - $ 419,609

8 unchanged sentences

$ 22,250 $ 5,490 $ 6,795 $ - $ ( 17,388 ) $ 17,147

Branded Products

Healthcare Apparel

Contact Centers

Intersegment Eliminations

For the Six Months Ended June 30, 2024:

Branded Products Healthcare Apparel Contact Centers Intersegment Eliminations

For the Nine Months Ended September 30, 2024:

$ 260,911 $ 88,854 $ 73,422 $ ( 2,919 ) $ - $ 420,268

4 unchanged sentences

70,486 30,931 32,436 ( 1,625 ) 17,678 149,906

Impairment charge

- 260 - - - 260

Depreciation and amortization

3 unchanged sentences

The following table reconciles income before income tax expense to Segment EBITDA (in thousands):

Three Months Ended June 30,

Six Months Ended June 30,

Three Months Ended September 30,

Nine Months Ended September 30,

Income before income tax expense

4 unchanged sentences

2,975 3,252 9,157 9,872

Impairment charge

Segment EBITDA

19 unchanged sentences

If the customer is deemed to take control of the inventory prior to pick up, the Company recognizes the revenue as a bill-and-hold transaction in accordance with Topic 606.

Sales under bill-and-hold arrangements totaled $ 11.6 million and $ 9.7 million, for the three months ended June 30, 2025 and 2024 , respectively.

Sales under bill-and-hold arrangements totaled $ 19.5 million and $ 13.6 million, for the six months ended June 30, 2025 and 2024 , respectively.

Sales under bill-and-hold arrangements totaled $ 10.6 million and $ 10.5 million, for the three months ended September 30, 2025 and 2024 , respectively.

Sales under bill-and-hold arrangements totaled $ 30.1 million and $ 24.1 million, for the nine months ended September 30, 2025 and 2024 , respectively.

Contract Assets and Contract Liabilities

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

September 30,

Accounts receivable

$ 94,194 $ 95,092

Current contract assets

53,762 51,688

Current contract liabilities

2 unchanged sentences

Contract liabilities are included in other current liabilities in our balance sheets.

During the six months ended June 30, 2025 , $ 2.4 million of revenue was recognized from the contract liabilities balance as of December 31, 2024 .

During the nine months ended September 30, 2025 , $ 2.6 million of revenue was recognized from the contract liabilities balance as of December 31, 2024 .

NOTE 4 – Net Income Per Share:

2 unchanged sentences

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,

Three Months Ended September 30,

Nine Months Ended September 30,

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

$ 1,551 $ 600 $ 793 $ 4,512

Weighted average shares outstanding - basic

14,813,984 16,221,073 15,206,819 16,124,553

Dilutive common stock equivalents

287,958 548,224 366,873 486,822

Weighted average shares outstanding - diluted

15,101,942 16,769,297 15,573,692 16,611,375

Net income per share:

$ 0.10 $ 0.04 $ 0.05 $ 0.28

$ 0.10 $ 0.04 $ 0.05 $ 0.27

Awards to purchase 689,402 and 295,361 shares of common stock with weighted average exercise prices of $ 16.59 and $ 21.90 per share were outstanding during the three months ended June 30, 2025 and 2024 , respectively, but were not included in the computation of diluted net income per share because the awards’ exercise prices were greater than the average market price of the common shares.

Awards to purchase 496,897 and 347,718 shares of common stock with weighted average exercise prices of $ 18.91 and $ 21.38 per share were outstanding during the six months ended June 30, 2025 and 2024 , respectively, but were not included in the computation of diluted net income per share because the awards’ exercise prices were greater than the average market price of the common shares.

Awards to purchase 654,495 and 309,778 shares of common stock with weighted average exercise prices of $ 16.52 and $ 21.44 per share were outstanding during the three months ended September 30, 2025 and 2024 , respectively, but were not included in the computation of diluted net income per share because the awards’ exercise prices were greater than the average market price of the common shares.

Awards to purchase 549,430 and 335,071 shares of common stock with weighted average exercise prices of $ 18.11 and $ 21.40 per share were outstanding during the nine months ended September 30, 2025 and 2024 , respectively, but were not included in the computation of diluted net income per share because the awards’ exercise prices were greater than the average market price of the common shares.

NOTE 5 – Long-Term Debt:

Debt consisted of the following (in thousands):

September 30,

Credit Facilities:

11 unchanged sentences

Obligations outstanding under the Credit Facilities accrue interest at a variable rate equal to the secured overnight financing rate ("SOFR") plus an adjustment between 0.10 % and 0.25 % (depending on the applicable interest period) plus a margin between 1.0 % and 2.0 % (depending on the Company’s net leverage ratio).

The weighted average interest rate on our outstanding borrowings under the Credit Facilities was 5.6 % as of June 30, 2025 .

The weighted average interest rate on our outstanding borrowings under the Credit Facilities was 5.4 % as of September 30, 2025 .

During the term of the revolving credit facility, the Company will pay a commitment fee on the unused portion of the revolving credit facility equal to between 0.125 % and 0.250 % (depending on the Company’s net leverage ratio).

The available balance under the revolving credit facility is reduced by outstanding letters of credit.

As of June 30, 2025 , there were no outstanding letters of credit under the revolving credit facility.

As of September 30, 2025 , there were no outstanding letters of credit under the revolving credit facility.

Contractual principal payments for the term loan, which does not contain pre-payment penalties, are as follows:

7 unchanged sentences

The Company’s net leverage ratio (as defined in the Credit Agreement) is generally calculated as the ratio of (a) indebtedness minus unrestricted cash to (b) consolidated EBITDA for the four most recently ended fiscal quarters.

As of June 30, 2025 , the Company was in compliance with these ratios.

As of September 30, 2025 , the Company was in compliance with these ratios.

NOTE 6 – Contingencies and Geographic Supply Concentrations:

2 unchanged sentences

(“Guardian”) in May 2022 included contingent consideration based on varying levels of Guardian’s EBITDA in each measurement period through April 2025.

The fair value of Guardian acquisition-related contingent consideration payable as of June 30, 2025 was $ 1.0 million, all of which is expected to be paid in the third quarter of 2025.

In the third quarter of 2025 the final contingent consideration payment was made totaling $ 1.0 million for the measurement period ended in April 2025.

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, 2025 was $ 1.2 million, of which $ 0.9 million is expected to be paid in the second quarter of 2026.

The estimated fair value of the acquired company's acquisition-related contingent consideration payable as of September 30, 2025 was $ 1.4 million, of which $ 0.9 million is expected to be paid in the second quarter of 2026.

The total payments related to this contingent consideration payable is capped at $ 0.9 million per year and $ 2.6 million over the three -year measurement period.

10 unchanged sentences

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.

During 2025 higher and/or new tariffs impacting certain sources of the Company's materials and production, were imposed by the U.S.

We continue to monitor these imposed tariffs and the ongoing negotiations between the U.S.

During 2025 higher and/or new tariffs and duties impacting certain sources of the Company's materials and production, were imposed by the U.S.

We continue to monitor these imposed tariffs and duties and the ongoing negotiations between the U.S.

government and the countries in which we manufacture, as well as evaluate sourcing alternatives.

1 unchanged sentence

Inventories consisted of the following amounts (in thousands):

September 30,

Finished goods(1)

$ 88,072 $ 81,621

Work in process

Raw materials

16,709 14,370

$ 106,597 $ 96,675

( 1 ) Certain raw materials were reclassified to finished goods in the current period and the December 31, 2024 balances were adjusted to the current period presentation.

NOTE 8 – Income Taxes:

The Company calculates its interim income tax (benefit) provision in accordance with the accounting guidance for income taxes in interim periods.

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.

2 unchanged sentences

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, 2025 , the Company recorded tax expense of $ 0.3 million, which represents an effective tax rate of 15.5 %.

For the six months ended June 30, 2025 , the Company recorded tax expense of $ 0.1 million, which represents an effective tax rate of 14.7 %.

The income tax expense and the effective tax rate for the three and six months ended June 30, 2025 were primarily 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 tax rate was further favorably impacted by the performance of the Company’s compensation plans during the six months ended June 30, 2025, totaling $ 0.7 million.

For the three months ended June 30, 2024, the Company recorded a provision for income taxes of $ 0.1 million, which represents an effective tax rate of 7.7 %.

For the six months ended June 30, 2024, the Company recorded a provision for income taxes of $ 0.7 million, which represents an effective tax rate of 13.9 %.

The income tax provision and the effective tax rate for the three and six months ended June 30, 2024 was primarily 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 tax rate was further favorably impacted by the windfall benefits associated with stock option exercises during the six months ended June 30, 2024, totaling $ 0.5 million.

For the three months ended September 30, 2025 , the Company recorded tax expense of $ 0.4 million, which represents an effective tax rate of 13.9 %.

For the nine months ended September 30, 2025 , the Company recorded tax expense of $ 0.6 million, which represents an effective tax rate of 14.1 %.

The income tax expense and the effective tax rate for the three and nine months ended September 30, 2025 were primarily 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 tax rate was further favorably impacted by the performance of the Company’s compensation plans in both the three and nine months ended September 30, 2025, totaling $ 0.3 million and $ 1.0 million, respectively.

For the three months ended September 30, 2024, the Company recorded a provision for income taxes of $ 1.2 million, which represents an effective tax rate of 17.8 %.

For the nine months ended September 30, 2024, the Company recorded a provision for income taxes of $ 1.9 million, which represents an effective tax rate of 16.1 %.

The income tax provision and the effective tax rate for the three and nine months ended September 30, 2024 was primarily 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.

On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted.

1 unchanged sentence

The legislation has multiple effective dates, with certain provisions effective in 2025 and others implemented through 2027.

The Company is currently evaluating OBBBA's impact on its consolidated financial statements.

The Company has considered the impact of OBBBA on its annual effective tax rate.

These changes did not have a significant impact on the annual effective tax rate in the quarter ended September 30, 2025 .

The Company is currently evaluating the future impacts of OBBBA on its consolidated financial statements.

NOTE 9 – Other Information :

The activity in the allowance for doubtful accounts receivable was as follows (in thousands):

September 30,

Balance at the beginning of year

$ 3,101 $ 4,237

Credit loss (reversal) expense

Write-Off of Accounts Receivable

( 510 ) ( 1,368 )

Balance at the end of the period

$ 4,691 $ 3,101

Other current liabilities consisted of the following (in thousands):

September 30,

Salaries, wages, commissions and other compensation

8 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-Q

Item 1. Financial Statements