What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2026-03-03 compared with 2025-03-11 · 190 added, 128 removed, 950 unchanged (25% of the section changed)

2 unchanged sentences

Report of Independent Registered Public Accounting Firm (PCAOB ID 248 )

Consolidated Statements of Comprehensive Income for the years ended December 31, 2024 2023

Consolidated Balance Sheets as of December 31, 2024 2023 39

Consolidated Statements of Shareholders’ Equity for the years ended December 31, 2024 2023 40

Consolidated Statements of Cash Flows for the years ended December 31, 2024 2023 41

Consolidated Statements of Comprehensive Income for the years ended December 31, 2025 and 2024

Consolidated Balance Sheets as of December 31, 2025 and 2024 40

Consolidated Statements of Shareholders’ Equity for the years ended December 31, 2025 and 2024 41

Consolidated Statements of Cash Flows for the years ended December 31, 2025 and 2024 42

Notes to the Consolidated Financial Statements:

7 unchanged sentences

Note 8 - Inventories 57

Note 9 - Intangible Assets 56

Note 9 - Intangible Assets and Goodwill 58

Note 10 - Property, Plant and Equipment, Net 59

5 unchanged sentences

Note 16 - Other Information 70

Note 17 - Subsequent Events 66

Report of Independent Registered Public Accounting Firm

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We have audited the accompanying consolidated balance sheets of Superior Group of Companies, Inc.

(a Florida corporation) and subsidiaries (the “Company”) as of December 31, 2024 and 2023, and the related consolidated statements of comprehensive income, shareholders’ equity, and cash flows for each of the two years in the period ended December 31, 2024, and the related notes (collectively referred to as the “consolidated financial statements”).

(a Florida corporation) and subsidiaries (the “Company”) as of December 31, 2025 and 2024, the related consolidated statements of comprehensive income, shareholders’ equity, and cash flows for each of the two years in the period ended December 31, 2025, and the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America.

17 unchanged sentences

As described further in Note 9 to the financial statements, the Company has an indefinite-lived intangible asset related to the CID Resources trade name of approximately $13.9 million.

This indefinite-lived intangible asset is reviewed at least quarterly by the Company for impairment assessment.

This indefinite-lived intangible asset is reviewed at least quarterly by the Company for indicators of impairment.

The Company considers historical and projected financial performance as well as industry information.

We identified the quantitative fair value assessment of the CID Resources trade name as a critical audit matter.

The principal considerations for our determination that the impairment assessment of this indefinite-lived intangible asset is a critical audit matter are that the impairment assessment requires the Company to utilize subjective assumptions to estimate the discounted cash flows attributable to the CID Resources trade name, such as royalty rate and discount rate.

We identified the quantitative fair value assessments of the CID Resources trade name as a critical audit matter.

The principal consideration for our determination that the impairment assessments of this indefinite-lived intangible asset are a critical audit matter is that the impairment assessments require the Company to utilize subjective assumptions to estimate the discounted cash flows attributable to the CID Resources trade name, such as royalty rate and discount rate.

This estimation process required a high degree of auditor judgement and an increased extent of effort.

48 unchanged sentences

Income before income tax expense

Income tax expense

Income tax expense, net

$ 7,000 $ 12,004

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Prepaid expenses and other current assets

13,259 10,831

Total current assets

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Long-term operating lease liabilities

10,486 12,809

Other long-term liabilities

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443,681 - 2,526 ( 214 ) - 2,312

Common shares repurchased and retired including shares withheld for taxes

( 523,472 ) - ( 2,586 ) ( 4,831 ) - ( 7,417 )

Share-based compensation expense

13 unchanged sentences

183,838 - 78 - - 78

Common shares repurchased and retired

Common shares repurchased and retired including shares withheld for taxes

( 938,144 ) - ( 4,773 ) ( 5,363 ) - ( 10,136 )

1 unchanged sentence

- - 5,263 - - 5,263

Written put options

- - 2,407 - - 2,407

Cash dividends declared ($ 0.56 per share)

19 unchanged sentences

Inventory write-downs

Credit loss expense

Share-based compensation expense

2 unchanged sentences

Change in fair value of acquisition-related contingent liabilities

Non-cash operating lease expense

Change in fair value of written put options

1 unchanged sentence

Accounts receivable

( 10,757 ) 7,977

Contract assets

5 unchanged sentences

Accounts payable and other current liabilities

1,723 ( 403 )

Payment of acquisition-related contingent liabilities

8 unchanged sentences

Acquisition of business

Other investments

Net cash used in investing activities

2 unchanged sentences

Borrowings under revolving lines of credit

95,000 47,000

Payments under revolving lines of credit

2 unchanged sentences

( 5,625 ) ( 4,687 )

Debt issuance costs

Payment of cash dividends

4 unchanged sentences

Shares withheld for taxes

Common stock reacquired and retired

( 162 ) ( 317 )

Common shares repurchased and retired

( 10,136 ) ( 7,417 )

Net cash used in financing activities

2 unchanged sentences

977 ( 1,649 )

Net (decrease) increase in cash and cash equivalents

Net increase (decrease) in cash and cash equivalents

4,925 ( 1,130 )

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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.

Superior’s Contact Centers segment, through multiple The Office Gurus® entities, including subsidiaries in El Salvador, Belize, Jamaica, Dominican Republic and the United States (collectively, “TOG”), provides outsourced, nearshore business process outsourcing, contact and call-center support services to North American customers.

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

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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.

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 until the fourth quarter of 2024.

Reclassifications

The accompanying financial statements for the previous year contain certain reclassifications to conform to the presentation used in the current period.

Reclassifications only impact items within our statements of comprehensive income, our balance sheets and our statements of cash flows.

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

Reclassifications impact items within our statements of comprehensive income, our statements of shareholders' equity, our statements of cash flows and Note 8 Inventories.

These reclassifications did not have an effect on the Company’s consolidated results of operations, financial position or cash flows for the year ended December 31, 2025 .

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Revenue is recognized at the time the product is produced and we have transferred control to the customer.

Control transfers either upon shipment or when the material is made available for pick up.

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.

For our Branded Products and Healthcare Apparel segments, revenue is primarily generated from the sale of finished products to customers.

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Revenue for goods that do have an alternative use or that the customer is not obligated to purchase under the terms of a contract is generally recognized when the goods are transferred to the customer.

Revenue from the sale of personal protective equipment, including facemasks, is generally recognized at a point in time when the goods are transferred to the customer, which typically occurs upon shipment or delivery depending on the terms of the underlying contract.

The Company includes shipping and handling fees billable to customers in net sales.

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Cost of goods sold and shipping and handling fees and costs

Cost of goods sold for our Branded Products segment and our Healthcare Apparel segment consist primarily of direct costs of acquiring inventory, including cost of merchandise, inbound freight charges, purchasing, receiving and inspection costs.

Cost of goods sold for our Contact Centers segment includes salaries and payroll related benefits for agents.

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Major renewals and improvements are capitalized, while replacements, maintenance and repairs which do not improve or extend the life of the respective assets are expensed in the period incurred.

Costs of assets sold or retired and the related accumulated depreciation are eliminated from accounts and the net gain or loss is reflected in the statements of comprehensive income within selling and administrative expenses.

Costs of assets sold or retired and the related accumulated depreciation are eliminated from the Company's accounts and the net gain or loss is reflected in the statements of comprehensive income within selling and administrative expenses.

Property, plant and equipment is recorded at cost and depreciated using the straight-line method over its estimated useful life as follows:

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If such assets are considered to be impaired, the impairment to be recognized is measured as the amount by which the carrying amount of the asset exceeds its fair value.

There were no material impairments of long-lived assets for the years ended December 31, 2024 and 2023 .

Goodwill and Indefinite-lived intangible assets

The Company has made acquisitions that include both goodwill and indefinite-lived intangible assets.

The Company has made acquisitions in prior years that include both goodwill and indefinite-lived intangible assets.

Goodwill represents the excess of the cost of an acquisition over the fair value of the net assets acquired.

Goodwill and indefinite-lived intangible assets such as trade names are not amortized but are subject to an annual impairment test in the fourth quarter based on their estimated fair value.

Goodwill and indefinite-lived intangible assets such as trade names are not amortized but are subject to an annual impairment test in the third quarter based on their estimated fair value.

We test more frequently if there are indicators of impairment, or whenever such circumstances suggest that the carrying value of goodwill or trade names may not be recoverable.

63 unchanged sentences

The written put options were liabilities under ASC 480, “ Distinguishing Liabilities from Equity ” because the options embodied obligations to repurchase the Company’s shares by paying cash.

As of December 31, 2023, the fair value of the written put options were $ 1.8 million.

The fair value of the written put options was based directly on the Company’s stock price and were included in other current liabilities in our balance sheets.

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See Note 2 for further details.

Recently Issued Accounting Pronouncements Not Yet Adopted

In December 2023, the FASB issued ASU 2023 - 09, "Income Taxes (Topic 740 ) — Improvements to Income Tax Disclosures" .

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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 prospectively adopted the required disclosures in its annual financial statements as of December 31, 2025.

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

See Note 11 for further details.

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.

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.

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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.

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:

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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 gowns.

This segment sells healthcare service apparel to healthcare laundries, dealers, distributors and retailers primarily in the United States.

Primarily through our portfolio of brands Wink® and 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, Jamaica, Dominican Republic and the United States (collectively, “TOG”), we provide outsourced, nearshore business process outsourcing, contact and call-center support services to North American customers.

Through multiple The Office Gurus® entities, including our subsidiaries in El Salvador, Belize, Dominican Republic, the United States and Jamaica until its closure on June 15, 2025, we provide outsourced, nearshore and onshore 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.

19 unchanged sentences

5,637 3,718 2,650 - 350 12,355

Intangible assets impairment charge

- 260 - - - 260

Segment EBITDA

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5,948 3,892 2,968 - 377 13,185

Intangible assets impairment charge

- 260 - - - 260

Segment EBITDA

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NOTE 3 – Net Sales:

The following table presents disaggregated revenue by operating segment for the periods presented (in thousands):

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 in its Branded Products segment and healthcare apparel and accessories in 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.

See Note 1 for descriptive information about the Company’s performance obligations and revenue recognition accounting policies.

Years Ended December 31,

Branded Products Segment:

Revenues from contracts with customers:

Branded Products(1)

$ 361,134 $ 353,314

Personal protective equipment

Total Branded Products Segment

$ 353,314 $ 342,680

Healthcare Apparel Segment:

Healthcare Apparel

115,866 119,191

Personal protective equipment

Total Healthcare Apparel Segment

$ 119,191 $ 113,878

Contact Centers Segment:

Total Contact Centers Segment

$ 96,949 $ 91,500

Net intersegment eliminations

Contact Centers

89,184 93,171

Consolidated Net Sales

$ 566,184 $ 565,676

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.

The Company recognizes revenue when the customer takes control of the inventory, either upon shipment or when the material is made available for pick up.

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 $ 33.6 million and $ 14.3 million, for the years ended December 31, 2024 and 2023, respectively.

( 1 ) Sales under bill-and-hold arrangements included $ 38.6 million and $ 33.6 million, for the years ended December 31, 2025 and 2024 , respectively.

Contract Assets and Contract Liabilities

5 unchanged sentences

Current contract liabilities

10,678 2,833 5,346

Contract assets relate to goods produced without an alternative use for which the Company has an enforceable right to payment but which has not yet been invoiced to the customer.

Accounts receivable, current contract assets, and current contract liabilities were $ 104.8 million, $ 53.0 million, and $ 2.2 million, respectively for the year ended December 31, 2022.

The majority of the amounts included in contract assets on December 31, 2023 were transferred to accounts receivable during the year ended December 31, 2024 .

Contract liabilities relate to payments received in advance of the Company completing its performance under a contract.

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Contractual principal payments for the term loan are as follows:

2025 - $ 5.6 million;

2026 - $ 6.6 million;

and 2027 - $ 52.5 million.

2026 - $ 6.6 million and 2027 - $ 52.5 million.

The term loan does not contain pre-payment penalties.

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

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

NOTE 7 – Contingencies:

The purchase price to acquire substantially all of the assets of Sutter’s Mill Specialties, Inc.

(“Sutter’s Mill”) in December 2021 included contingent consideration based on varying levels of Sutter’s Mill’s EBITDA in each measurement period from 2022 to 2024.

In July 2023, management agreed to settle the remaining contingent consideration obligation associated with this acquisition for $ 0.5 million, which was paid in the first quarter of 2024.

Total goodwill recorded, inclusive of measurement period adjustments, in connection with the acquisition was $2.6 million, and was assigned to the Branded Products reportable segment.

NOTE 7 – Commitments and Contingencies:

The purchase price to acquire substantially all of the assets of Guardian Products, Inc.

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

The estimated fair value of Guardian acquisition-related contingent consideration payable as of December 31, 2024 was $ 0.8 million, all of which is expected to be paid in the third quarter of 2025.

In the third quarter of 2024, $ 1.0 million was paid for the 2023 measurement period.

The total estimated undiscounted remaining payment related to this contingent consideration payable is between $ 0.8 million and $ 1.0 million.

The Company will continue to evaluate the Guardian liability for remeasurement at the end of each reporting period and any changes will be recorded in the Company’s statements of comprehensive income.

The carrying amount of the liability may fluctuate significantly and actual amounts paid may be different from the estimated value of the liability.

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 December 31, 2024 was $ 0.9 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 December 31, 2025 was $ 0.8 million.

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.

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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, 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.

The process and timing for receiving a refund of duties paid in the interim period between expiration and when retroactivity was granted has yet to be determined.

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 at 12:00 a.m.

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.

A determination of these, and other questions, could take a significant amount of time to resolve.

Soon after the Supreme Court’s decision, President Trump announced his intention to impose tariffs using different legal bases.

Already, a new 10% tariff has been implemented under Section 122 of the Trade Act of 1974, effective as of February 24, 2026.

The Supreme Court’s ruling and President Trump’s response add new uncertainty to global trade, including the Company’s exposure to tariffs.

NOTE 8 - Inventories:

1 unchanged sentence

Finished goods(1)

$ 81,097 $ 81,621

Work in process

Raw materials

15,632 14,370

$ 97,474 $ 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 9 - Intangible Assets and Goodwill:

4 unchanged sentences

December 31, 2025

Impairment Charges

Carrying Amount,

3 unchanged sentences

Branded Products

8,900 - 8,900

CID Resources(1)

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( 1 ) Includes trade names and trademarks associated with CID Resources and Wink®.

As described in Note 1, the Company performs its annual impairment test for definite-lived intangible assets in the fourth quarter.

As part of our annual impairment test the Company determined the fair values were greater than the carrying values.

A quantitative impairment test was performed in the third quarter of 2024.

As a result of this assessment the Company recognized a $ 0.3 million impairment charge during the year ended December 31, 2024.

As a result of our annual assessment for the year ended December 31, 2023 there was no impairment.

As described in Note 1, the Company performed its annual impairment test for indefinite-lived intangible assets in the third quarter, which did not result in a trade name impairment.

An indicator of impairment related to the CID Resources indefinite lived intangible assets was identified during the fourth quarter of 2025 for which a quantitative interim impairment test was performed and which did not result in a trade name impairment.

A quantitative impairment test was performed in the third quarter of 2024 which resulted in a $ 0.3 million impairment charge during the year ended December 31, 2024.

Intangible assets as of December 31, 2025 and December 31, 2024 are summarized as follows (dollars in thousands):

17 unchanged sentences

Estimated future intangible amortization expense is as follows (in thousands):

As described in Note 6, the Company acquired $ 2.3 million of goodwill as a result of its acquisition of 3Point, all of which was recorded in our Branded Products reportable segment.

As described in Note 6, the Company acquired $ 2.6 million of goodwill, after measurement period adjustments, as a result of its acquisition of 3Point, all of which was recorded in our Branded Products reportable segment.

The Company performed its annual impairment test in the third quarter with no impairment identified.

NOTE 10 - Property, Plant and Equipment, Net:

42 unchanged sentences

$ 15,003 $ 13,835

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

The current year difference between the total statutory Federal income tax rate and the actual effective income tax rate post implementation of ASU 2023 - 09 is accounted for as follows:

Years Ended December 31, 2025

Statutory federal income tax rate

US Federal Statutory Income Tax Rate:

$ 1,732 21.0 %

Domestic Tax Effects(1)

Federal Tax Credits

General Business Credits

( 324 ) ( 3.9 %)

Federal Nontaxable or Nondeductible Items

Stock Based Compensation

Qualified Benefit Plans

( 425 ) ( 5.1 %)

Effect of cross-border tax laws

GILTI Effects

Domestic State and local income taxes, net of federal effect

Changes in unrecognized tax benefits

Foreign Tax Effects:

Statutory Income Tax Rate Differential

( 849 ) ( 10.3 %)

Statutory Income Tax Rate Differential

( 1,300 ) ( 15.8 %)

Statutory Income Tax Rate Differential

( 260 ) ( 3.1 %)

Other Foreign Jurisdictions

Changes in valuation allowances

Other Reconciling Items

( 17 ) ( 0.3 %)

Effective income tax rate

$ 1,246 15.1 %

( 1 ) State taxes in Arkansas, California and Arizona made up the majority (greater than 50% ) of the tax effect in this category.

The prior year difference between the total statutory Federal income tax rate and the actual effective income tax rate pre-implementation of ASU 2023 - 09 is accounted for as follows:

Year Ended December 31, 2024

Statutory federal income tax rate

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

Rate impacts due to foreign operations

( 9.4 %) ( 12.8 %)

Compensation related

General business credits

( 3.4 %) ( 3.1 %)

Effective income tax rate

16.0 % 10.2 %

The effective tax rate is the result of a variety of factors, and is primarily dependent on our jurisdictional mix of earnings across the Company’s domestic and foreign operations as well as applicable statutory tax rates and unrealized gains and losses associated with share-based compensation.

The Tax Cuts and Jobs Act of 2017 (“TCJA”) included certain provisions that continue to affect our income taxes, which, among other things, include interest deduction limitations and global intangible low taxed income regulations (“GILTI”).

The 2024 reduction of overall interest expense along with the Company’s increased level of income resulted in no current year limitation of interest expense deductibility.

The 2025 reduction of overall interest expense along with the Company’s level of domestic income resulted in a current year interest expense deduction.

The Company utilized a portion of its disallowed interest deferred tax asset, resulting in a favorable interest expense deduction.

8 unchanged sentences

The Company believes that the tax liability that would be incurred upon repatriation of the earnings from its Brazilian and UK subsidiaries is immaterial at December 31, 2025 .

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 OBBBA did not result in any material adjustments to our total income tax provision for the year ended December 31, 2025, and we have adjusted our deferred tax balances to reflect the impacts of the OBBBA enactment.

Given the complexity of tax laws, related regulations and interpretations, our current estimates may require revision as additional information becomes available regarding the application of the OBBBA provisions.

We are closely monitoring the applicability of OBBBA provisions to the taxability of global earnings and the overall impact that it may have on the company’s financial and tax results as these provisions come into effect through 2027.

Only tax positions that meet the more-likely-than- not recognition threshold are recognized in the financial statements.

As of December 31, 2025 and 2024 , we had $ 0.9 million and $ 0.9 million of unrecognized tax benefits, all of which, if recognized, would favorably affect the annual effective income tax rate.

We do not expect any significant amount of this liability to be paid in the next twelve months.

Accordingly, the balance of $ 0.9 million as of December 31, 2024 is included in other long-term liabilities.

Changes in the Company’s gross liability for unrecognized tax benefits, excluding interest and penalties, are as follows (in thousands):

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Balance at the end of year

We accrue interest and penalties related to unrecognized tax benefits in income tax expense, and the related liability is included in other long-term liabilities in our balance sheet.

We recognize interest and penalties associated with the unrecognized tax benefit as part of the income tax provision and include accrued interest and penalties with the related reserve in other long-term liabilities in our consolidated balance sheets.

During the years ended December 31, 2025 and 2024 there was no significant reduction to the liability for interest and penalties due to any lapses in statute of limitations.

At December 31, 2025 and 2024 , we had $ 0.5 million and $ 0.3 million, respectively, accrued for interest and penalties, net of tax benefit.

We anticipate that it is reasonably possible that the total amount of unrecognized tax benefits could decrease by approximately $ 0.2 million within the next twelve months due to the closure of tax years by expiration of the statute of limitations and audit settlements related to various state tax filing positions.

The Company evaluates all domestic and foreign audit issues and believes that it is reasonably possible that total gross unrecognized tax benefits will not significantly change within the next 12 months.

As a global organization, we file a U.S.

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We are also subject to examination in various foreign jurisdictions for tax years 2019 through 2024.

The Company is both a domestic and foreign income tax payer.

The amount of cash income taxes paid net of refunds received are as follows (in thousands):

Year Ended December 31, 2025

US State and Local:

Total Domestic

Total Foreign

Total net cash taxes paid

NOTE 12 – Share-Based Compensation:

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Related income tax benefit

$ 1,173 $ 902

Stock Options and Stock Appreciation Rights (“SARs”)

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

There were no stock options or SARs granted in 2025.

The following table summarizes significant assumptions utilized to determine the fair value of stock options and SARs:

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Weighted average fair value per share at grant date

$ 4.27 $ 4.14

Risk free interest rate

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Expected volatility

45.7 % 67.8 %

Expected dividend yield

Weighted average fair value per share at grant date

$ 3.80 $ 4.58

All stock options and SARs granted prior to August 3, 2018 vested immediately when granted.

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The Company issues new shares upon the exercise of stock options and SARs.

Stock options and SARs granted in tandem with stock options are subject to accelerated vesting under certain circumstances as outlined in the 2013 Plan and the 2022 Plan, as applicable.

Stock options and SARs granted in tandem with stock options are subject to accelerated vesting under certain circumstances as outlined in the 2013 and 2022 Plans, as applicable.

A summary of stock option transactions during the year ended December 31, 2025 follows:

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( 37,790 ) 9.90

( 123,595 ) 10.71

Lapsed or cancelled

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Additionally, during the years ended December 31, 2025 and 2024 the Company received 9,012 and 12,366 shares, respectively, of its common stock as payment of the exercise price in the exercise of stock options for 13,301 and 19,899 shares, respectively, of its common stock.

As of December 31, 2024 , the Company had $ 0.6 million in unrecognized compensation related to nonvested stock options to be recognized over the remaining weighted average vesting period of one year.

As of December 31, 2025 , the Company had $ 0.1 million in unrecognized compensation related to nonvested stock options to be recognized over the remaining weighted average vesting period of 0.1 of a year.

A summary of stock-settled SARs transactions during the year ended December 31, 2025 follows:

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No current tax benefits on SAR exercises were recognized during the years ended December 31, 2025 and 2024 .

As of December 31, 2024 , the Company had $ 0.2 million in unrecognized compensation related to nonvested SARs to be recognized over the remaining weighted average vesting period of one year.

As of December 31, 2025 , the Company no longer had any material unrecognized compensation costs related to nonvested SARs.

Restricted Stock

The Company has granted shares of restricted stock to directors and certain employees, which vest at a specified future date, generally after three years, over five years or when certain conditions are met.

The shares are subject to accelerated vesting under certain circumstances as outlined in the 2013 Plan and the 2022 Plan, as applicable.

The shares are subject to accelerated vesting under certain circumstances as outlined in the 2013 and 2022 Plans, as applicable.

Expense for each of these grants is based on the fair value at the date of the grant and is being recognized on a straight-line basis over the respective service period.

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( 80,128 ) 18.39

( 34,029 ) 19.75

Outstanding, December 31, 2025

693,055 14.56

The table above includes 89,445 restricted shares issued in the acquisition of 3Point.

The table above includes 89,445 restricted shares outstanding at January 1, 2025, issued in the acquisition of 3Point.

See Note 6 for additional details.

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Expenses for grants of performance shares are recognized on a straight-line basis over the respective service period based on the grant date fair value and expected number of shares to be issued.

The awards are subject to accelerated vesting on a pro rata basis under certain circumstances as outlined in the 2013 Plan and the 2022 Plan, except in those circumstances in which award agreements or change in control agreements specify full vesting.

On May 1, 2024, the Compensation Committee approved the Company entering into a grant of 125,000 and 75,000 performance shares to Michael Benstock, Chief Executive Officer and Michael Koempel, Chief Financial Officer, respectively, under the 2022 Equity Incentive and Awards Plan.

The awards are subject to accelerated vesting on a pro rata basis under certain circumstances as outlined in the 2013 and 2022 Plans, except in those circumstances in which award agreements or change in control agreements specify full vesting.

On May 1, 2024, the Compensation Committee approved the Company entering into a grant of 125,000 and 75,000 performance shares to Michael Benstock, Chief Executive Officer and Michael Koempel, President & Chief Financial Officer, respectively, under the 2022 Equity Incentive and Awards Plan.

The performance shares agreements were executed on May 6, 2024.

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( 10,000 ) 7.56

( 99,439 ) 19.62

Outstanding, December 31, 2025

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NOTE 13 – Stock Repurchase Plan:

On August 9, 2024, the Company’s Board of Directors approved a stock repurchase plan.

Under the plan, the Company is authorized to repurchase up to $ 10 million of its common stock over a period of one year ending in August 2025.

This plan replaces the May 2, 2019 plan, as amended, which authorized the repurchase of up to 750,000 shares.

92,549 shares had been repurchased under the May 2, 2019 plan as of August 9, 2024.

No further shares will be repurchased under that plan.

The new stock repurchase plan allows the Company to purchase common stock from time to time through, among other ways, open market purchases, privately negotiated transactions, block purchases, and/or pursuant to Rule 10b5 - 1 trading plans, subject to applicable securities laws and other legal requirements and relevant factors.

On March 7, 2025, the Board of Directors approved a stock repurchase plan which authorizes the Company to repurchase up to an additional $ 17.5 million worth of its common stock through this share repurchase program.

This plan became effective upon the expiration of the previous plan approved by the Board of Directors on August 12, 2024, which had authorized the repurchase of up to $ 10 million.

The stock repurchase plan, which has no expiration date, allows the Company to purchase common stock from time to time through, among other ways, open market purchases, privately negotiated transactions, block purchases, and/or pursuant to Rule 10b5 - 1 trading plans, subject to certain requirements and factors.

The number of shares purchased and the timing of any purchases will depend upon a number of factors, including the price and availability of the Company’s stock and general market conditions.

The stock repurchase plan may be modified, suspended or terminated at any time, without prior notice.

Shares repurchased may be reissued later in connection with employee benefit plans and other general corporate purposes.

Shares purchased under the common stock repurchase plan are constructively retired and returned to unissued status.

As of December 31, 2024, 523,472 shares have been purchased under the new plan and $ 2.6 million remains available to repurchase shares under the $ 10 million authorized.

On September 19, 2025, the Company entered into a 10b5 - 1 trading plan (the “Plan”) for the purpose of repurchasing up to a specified number of shares of the Company’s outstanding common stock (the “Repurchase Limit”) in accordance with the $ 17.5 million Program previously authorized by the Company’s Board of Directors.

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 September 20, 2025 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.

For the twelve -months ended December 31, 2025 , 921,911 shares have been purchased under the plan and $ 10.1 million remains available to repurchase shares under the $ 17.5 million authorized.

NOTE 14 – Leases:

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$ 13.6 million, respectively.

Net periodic pension costs for the

twelve -months ended

December 31, 2024 and

Net periodic pension costs for the years ended

December 31, 2025 and 2024 were

$ 0.8 million and

$ 0.8 million, respectively, and are recorded within selling and administrative expenses in our consolidated statements of comprehensive income.

Actuarial losses of

$ 1.3 million and gains of

$ 0.3 million were incurred in the years ended

December 31, 2025 and

2024, respectively.

Total amounts included in accumulated other comprehensive loss consist of actuarial losses of

$ 2.9 million and

$ 1.6 million for the years ended

December 31, 2025 and

2024, respectively.

Contributions to the plan are made in accordance with statutory funding requirements and any additional funding that

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December 31, 2025 and

2023 we recognized investment gains of

2024 we realized investment gains of

$ 1.1 million and

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Current operating lease liabilities

Written put options

Customer deposits

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$ 53,041 $ 44,367

NOTE 17 – Subsequent Events:

March 7, 2025, the Board of Directors approved a new stock repurchase plan which authorizes the Company to repurchase up to an additional

$ 17.5 million worth of its common stock.

This plan will be in effect upon completion or expiration of the previous plan approved by the Board of Directors on

August 12, 2024, which had authorized the repurchase of up to

$ 10 million and through which the Company had purchased

523,472 shares for

$ 7.4 million through year-end

On March 7, 2025, the Company, entered into a Second Amendment to 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, pursuant to which the Company is now allowed to make restricted payments in an amount not to exceed $ 30 million in any fiscal year, up from $ 20 million previously, which increase will allow the Company greater flexibility in paying dividends and funding share repurchases.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

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 8. Financial Statements and Supplementary Data