sgc20260630_10q.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
☒ QUARTERLY REPORT PURSUANT TO SECTION 13 or 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2026
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ________ to __________
Commission file number: 001-05869
Exact name of registrant as specified in its charter:
SUPERIOR GROUP OF COMPANIES, INC.
State or other jurisdiction of incorporation or organization:
I.R.S. Employer Identification No.:
Florida
11-1385670
Address of principal executive offices:
200 Central Avenue, Suite 2000
St. Petersburg , Florida 33701
Registrant’s telephone number, including area code:
727 - 397-9611
Former name, former address and former fiscal year, if changed since last report:
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock $0.001 par value per share
SGC
NASDAQ
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer ☐
Accelerated filer ☒
Non-accelerated filer ☐
Smaller Reporting Company ☒
Emerging Growth Company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
The number of shares of common stock of the registrant outstanding as of July 30, 2026 was 15,945,201 shares.
Table of Contents
TABLE OF CONTENTS
Page
PART I. FINANCIAL INFORMATION
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
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
2
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Page
Financial Statements
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
3
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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
$ 147,836 $ 144,045 $ 288,714 $ 281,142
Costs and expenses:
Cost of goods sold
91,717 88,719 180,261 175,375
Selling and administrative expenses
51,327 52,240 101,695 102,342
Interest expense, net
981 1,250 1,893 2,495
Tradename impairment charge
2,600 - 2,600 -
146,625 142,209 286,449 280,212
Income before income tax (benefit) expense
1,211 1,836 2,265 930
Income tax (benefit) expense
( 10 ) 285 210 137
Net income
$ 1,221 $ 1,551 $ 2,055 $ 793
Net income per share:
Basic
$ 0.08 $ 0.10 $ 0.14 $ 0.05
Diluted
$ 0.08 $ 0.10 $ 0.14 $ 0.05
Weighted average shares outstanding during the period:
Basic
14,495,144 14,813,984 14,562,081 15,206,819
Diluted
14,907,818 15,101,942 14,912,832 15,573,692
Other comprehensive income, net of tax:
Defined benefit pension plans
$ 49 $ 8 $ 98 $ 15
Foreign currency translation adjustment
794 1,092 2,087 2,103
Other comprehensive income
843 1,100 2,185 2,118
Comprehensive income
$ 2,064 $ 2,651 $ 4,240 $ 2,911
Cash dividends per common share
$ 0.14 $ 0.14 $ 0.28 $ 0.28
See accompanying Condensed Notes to the Consolidated Financial Statements.
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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
$ 22,787 $ 23,691
Accounts receivable, net
93,948 104,336
Inventories
90,492 97,474
Contract assets
57,134 48,903
Prepaid expenses and other current assets
15,105 13,259
Total current assets
279,466 287,663
Property, plant and equipment, net
35,294 37,352
Operating lease right-of-use assets
11,559 12,620
Deferred tax asset
14,970 15,003
Intangible assets, net
42,894 47,254
Goodwill
2,583 2,583
Other assets
21,754 19,369
Total assets
$ 408,520 $ 421,844
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable
$ 49,631 $ 48,343
Other current liabilities
49,725 53,041
Current portion of long-term debt
7,500 6,563
Current portion of acquisition-related contingent liabilities
612 -
Total current liabilities
107,468 107,947
Long-term debt
74,465 87,093
Long-term pension liability
15,236 15,010
Long-term acquisition-related contingent liabilities
410 826
Long-term operating lease liabilities
6,880 7,939
Other long-term liabilities
10,678 10,211
Total liabilities
215,137 229,026
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
16 16
Additional paid-in capital
85,673 84,628
Retained earnings
110,206 112,871
Accumulated other comprehensive loss, net of tax:
( 2,512 ) ( 4,697 )
Total shareholders’ equity
193,383 192,818
Total liabilities and shareholders’ equity
$ 408,520 $ 421,844
See accompanying Condensed Notes to the Consolidated Financial Statements.
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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
16,244,241 $ 15 $ 83,931 $ 114,825 $ ( 4,341 ) $ 194,430
Issuance of common stock under stock incentive plans and related tax effect
76,051 - 99 - - 99
Common shares repurchased and retired
( 402,329 ) - ( 2,024 ) ( 2,124 ) - ( 4,148 )
Share-based compensation expense
- - 1,279 - - 1,279
Cash dividends declared ($ 0.14 per share)
- - - ( 2,235 ) - ( 2,235 )
Comprehensive income (loss):
Net income
- - - 1,551 - 1,551
Pensions, net of taxes of $ 2
- - - - 8 8
Change in currency translation adjustment, net of taxes of $ 0
- - - - 1,092 1,092
Balance, June 30, 2025
15,917,963 $ 15 $ 83,285 $ 112,017 $ ( 3,241 ) $ 192,076
Balance, April 1, 2026
15,632,981 $ 16 $ 84,857 $ 111,233 $ ( 3,355 ) $ 192,751
Issuance of common stock under stock incentive plans and related tax effect
326,155 - 44 - - 44
Common shares repurchased and retired
( 13,513 ) - ( 40 ) ( 45 ) - ( 85 )
Share-based compensation expense
- - 812 - - 812
Cash dividends declared ($ 0.14 per share)
- - - ( 2,203 ) - ( 2,203 )
Comprehensive income (loss):
Net income
- - - 1,221 - 1,221
Pensions, net of taxes of $ 16
- - - - 49 49
Change in currency translation adjustment, net of taxes of $ 0
- - - - 794 794
Balance, June 30, 2026
15,945,623 $ 16 $ 85,673 $ 110,206 $ ( 2,512 ) $ 193,383
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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
16,484,921 $ 16 $ 84,060 $ 120,139 $ ( 5,359 ) $ 198,856
Issuance of common stock under stock incentive plans and related tax effect
129,803 - 189 - - 189
Common shares repurchased and retired
( 696,761 ) ( 1 ) ( 3,525 ) ( 4,400 ) - ( 7,926 )
Share-based compensation expense
- - 2,561 - - 2,561
Cash dividends declared ($ 0.28 per share)
- - - ( 4,515 ) - ( 4,515 )
Comprehensive income (loss):
Net income
- - - 793 - 793
Pensions, net of taxes of $ 5
- - - - 15 15
Change in currency translation adjustment, net of taxes of $ 0
- - - - 2,103 2,103
Balance, June 30, 2025
15,917,963 $ 15 $ 83,285 $ 112,017 $ ( 3,241 ) $ 192,076
Balance, January 1, 2026
15,730,615 $ 16 $ 84,628 $ 112,871 $ ( 4,697 ) $ 192,818
Issuance of common stock under stock incentive plans and related tax effect
326,592 - ( 244 ) - - ( 244 )
Common shares repurchased and retired
( 111,584 ) - ( 410 ) ( 353 ) - ( 763 )
Share-based compensation expense
- - 1,699 - - 1,699
Cash dividends declared ($ 0.28 per share)
- - - ( 4,367 ) - ( 4,367 )
Comprehensive income (loss):
Net income
- - - 2,055 - 2,055
Pensions, net of taxes of $ 33
- - - - 98 98
Change in currency translation adjustment, net of taxes of $ 0
- - - - 2,087 2,087
Balance, June 30, 2026
15,945,623 $ 16 $ 85,673 $ 110,206 $ ( 2,512 ) $ 193,383
See accompanying Condensed Notes to the Consolidated Financial Statements.
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SUPERIOR GROUP OF COMPANIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(In thousands)
Six Months Ended June 30,
2026
2025
CASH FLOWS FROM OPERATING ACTIVITIES
Net income
$
2,055
$
793
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization
5,742
6,182
Inventory write-downs
4,663
1,042
Credit loss expense
1,665
2,100
Share-based compensation expense
1,699
2,561
Tradename impairment charge
2,600
-
Change in fair value of acquisition-related contingent liabilities
196
520
Non-cash operating lease expense
2,105
1,824
Other, net
110
182
Changes in assets and liabilities:
Accounts receivable
9,115
( 569
)
Contract assets
( 8,185
)
( 1,682
)
Inventories
2,386
( 10,692
)
Prepaid expenses and other current assets
( 568
)
1,267
Other assets
( 2,453
)
( 789
)
Accounts payable and other current liabilities
( 4,503
)
( 84
)
Other long-term liabilities
1,108
291
Net cash provided by operating activities
17,735
2,946
CASH FLOWS FROM INVESTING ACTIVITIES
Additions to property, plant and equipment
( 1,883
)
( 2,716
)
Net cash used in investing activities
( 1,883
)
( 2,716
)
CASH FLOWS FROM FINANCING ACTIVITIES
Borrowings under revolving lines of credit
26,000
57,000
Payments under revolving lines of credit
( 35,000
)
( 41,000
)
Payments of term loan
( 2,813
)
( 2,812
)
Payments of cash dividends
( 4,367
)
( 4,515
)
Shares withheld for taxes net of proceeds received on exercise of stock options
( 244
)
189
Common shares repurchased and retired
( 763
)
( 7,926
)
Net cash (used in) provided by financing activities
( 17,187
)
936
Effect of currency exchange rates on cash
431
1,094
Net (decreases) increases in cash and cash equivalents
( 904
)
2,260
Cash and cash equivalents balance, beginning of period
23,691
18,766
Cash and cash equivalents balance, end of period
$
22,787
$
21,026
See accompanying Condensed Notes to the Consolidated Financial Statements.
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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.
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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.
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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.
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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
$ 98,390 $ 27,231 $ 23,094 $ ( 879 ) $ 147,836
Cost of goods sold
62,518 18,264 11,344 ( 409 ) 91,717
Gross margin
35,872 8,967 11,750 ( 470 ) 56,119
Selling and administrative expenses
26,001 9,946 10,354 ( 470 ) 45,831
Tradename impairment charge
- 2,600 - - 2,600
Add backs:
Tradename impairment charge
- 2,600 - - 2,600
Segment depreciation and amortization
1,344 819 649 - 2,812
Segment Adjusted EBITDA
$ 11,215 $ ( 160 ) $ 2,045 $ - $ 13,100
Less corporate selling and administrative expenses
5,496
Add back corporate depreciation and amortization
72
Adjusted EBITDA
$ 7,676
Branded Products
Healthcare Apparel
Contact Centers
Intersegment Eliminations
Total
For the Three Months Ended June 30, 2025:
Net sales
$ 92,647 $ 28,253 $ 23,977 $ ( 832 ) $ 144,045
Cost of goods sold
59,631 18,237 11,364 ( 513 ) 88,719
Gross margin
33,016 10,016 12,613 ( 319 ) 55,326
Selling and administrative expenses
25,432 10,078 11,612 ( 319 ) 46,803
Add backs:
Segment depreciation and amortization
1,395 854 639 - 2,888
Segment Adjusted EBITDA
$ 8,979 $ 792 $ 1,640 $ - $ 11,411
Less corporate selling and administrative expenses
5,437
Add back corporate depreciation and amortization
90
Adjusted EBITDA
$ 6,064
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Branded Products
Healthcare Apparel
Contact Centers
Intersegment Eliminations
Total
For the Six Months Ended June 30, 2026:
Net sales
$ 189,259 $ 55,832 $ 45,347 $ ( 1,724 ) $ 288,714
Cost of goods sold
122,400 36,684 21,983 ( 806 ) 180,261
Gross margin
66,859 19,148 23,364 ( 918 ) 108,453
Selling and administrative expenses
50,747 20,724 19,917 ( 918 ) 90,470
Tradename impairment charge
- 2,600 - - 2,600
Add backs:
Tradename impairment charge
- 2,600 - - 2,600
Segment depreciation and amortization
2,718 1,642 1,237 - 5,597
Segment Adjusted EBITDA
$ 18,830 $ 66 $ 4,684 $ - $ 23,580
Less corporate selling and administrative expenses
11,225
Add back corporate depreciation and amortization
145
Adjusted EBITDA
$ 12,500
Branded Products
Healthcare Apparel
Contact Centers
Intersegment Eliminations
Total
For the Six Months Ended June 30, 2025:
Net sales
$ 179,121 $ 55,516 $ 48,202 $ ( 1,697 ) $ 281,142
Cost of goods sold
118,418 35,367 22,608 ( 1,018 ) 175,375
Gross margin
60,703 20,149 25,594 ( 679 ) 105,767
Selling and administrative expenses
48,852 19,604 22,533 ( 679 ) 90,310
Add backs:
Segment depreciation and amortization
2,875 1,766 1,361 - 6,002
Segment Adjusted EBITDA
$ 14,726 $ 2,311 $ 4,422 $ - $ 21,459
Less corporate selling and administrative expenses
12,032
Add back corporate depreciation and amortization
180
Adjusted EBITDA
$ 9,607
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
$ 1,211 $ 1,836 $ 2,265 $ 930
Interest expense, net
981 1,250 1,893 2,495
Corporate selling and administrative expenses
5,496 5,437 11,225 12,032
Segment depreciation and amortization
2,812 2,888 5,597 6,002
Tradename impairment charge
2,600 - 2,600 -
Total Segment Adjusted EBITDA
$ 13,100 $ 11,411 $ 23,580 $ 21,459
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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
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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)
$ 98,390 $ 92,647 $ 189,259 $ 179,121
Healthcare Apparel
27,231 28,253 55,832 55,516
Contact Centers
22,215 23,145 43,623 46,505
Total
$ 147,836 $ 144,045 $ 288,714 $ 281,142
( 1 ) Sales under bill-and-hold arrangements totaled $ 8.0 million and $ 11.6 million, for the three months ended June 30, 2026 and 2025 , respectively. Sales under bill-and-hold arrangements totaled $ 17.8 million and $ 19.5 million, for six months ended June 30, 2026 and 2025 , 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):
June 30,
December 31,
2026
2025
Accounts receivable, net
$ 93,948 $ 104,336
Current contract assets
57,134 48,903
Current contract liabilities
2,570 10,678
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 , $ 10.3 million of revenue was recognized from the contract liabilities balance as of December 31, 2025 .
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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)
$ 1,221 $ 1,551 $ 2,055 $ 793
Weighted average shares outstanding - basic
14,495,144 14,813,984 14,562,081 15,206,819
Dilutive common stock equivalents
412,674 287,958 350,751 366,873
Weighted average shares outstanding - diluted
14,907,818 15,101,942 14,912,832 15,573,692
Net income per share:
Basic
$ 0.08 $ 0.10 $ 0.14 $ 0.05
Diluted
$ 0.08 $ 0.10 $ 0.14 $ 0.05
Awards to purchase 535,272 and 689,402 shares of common stock with weighted average exercise prices of $ 15.55 and $ 16.59 per share were outstanding during the three months ended June 30, 2026 and 2025 , 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 555,817 and 496,897 shares of common stock with weighted average exercise prices of $ 15.74 and $ 18.91 per share were outstanding during the six months ended June 30, 2026 and 2025 , 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.
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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
$ 26,000 $ 35,000
Term loan due August 2027
56,250 59,063
Less: unamortized debt issuance costs
( 285 ) ( 407 )
Total Debt
$ 81,965 $ 93,656
Less:
Current portion of long-term debt
7,500 6,563
Long-term debt less current maturities
$ 74,465 $ 87,093
For the three months ended June 30, 2026 and 2025, interest expense of $ 1.0 million and $ 1.3 million is presented net of interest income of $ 0.2 million and $ 0.2 million, respectively. For the six months ended June 30, 2026 and 2025, interest expense of $ 1.9 million and $ 2.5 million is presented net of interest income of $ 0.5 million and $ 0.4 million, respectively.
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 $ 125.0 million and a term loan in the original aggregate principal amount of $ 75.0 million (collectively, the “Credit Facilities”), 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.
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 4.8 % as of June 30, 2026 . 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, 2026 , there were outstanding letters of credit under the revolving credit facility totaling $ 0.1 million.
Contractual principal payments for the term loan, which does not contain pre-payment penalties, are as follows: remainder of 2026 - $ 3.8 million and 2027 - $ 52.5 million.
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 1.25 to 1.0 and a net leverage ratio not to exceed 4.0 to 1.0. 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 (as defined in the Credit Agreement) for the four most recently ended fiscal quarters. As of June 30, 2026 , the Company was in compliance with these ratios.
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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 $ 1.0 million, of which $ 0.6 million is expected to be paid in the second quarter of 2027. 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.
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 $ 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.
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 $ 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.
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NOTE 7 – Inventories:
Inventories consisted of the following amounts (in thousands):
June 30,
December 31,
2026
2025
Finished goods
$ 74,185 $ 81,097
Work in process
1,001 745
Raw materials
15,306 15,632
Inventories
$ 90,492 $ 97,474
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 ($ 0.01 ) million, which represents an effective tax rate benefit of ( 0.8 %). For the six months ended June 30, 2026 , the Company recorded tax expense of $ 0.2 million, which represents an effective tax rate of 9.3 %. The income tax expense and the effective tax rate for the three and six months ended June 30, 2026 were primarily impacted by the discrete tax benefit relating to the $ 2.6 million trade name impairment charge, 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.
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.
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.
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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
$ 2,964 $ 3,101
Credit loss expense
1,665 2,291
Write-Off of accounts receivable
( 373 ) ( 2,428 )
Balance at the end of the period
$ 4,256 $ 2,964
Other current liabilities consisted of the following (in thousands):
June 30,
December 31,
2026
2025
Salaries, wages, commissions and other compensation
$ 13,402 $ 14,990
Contract liabilities
2,570 10,678
Accrued rebates
1,367 1,452
Current operating lease liabilities
4,422 4,364
Customer deposits
14,779 11,578
Other accrued expenses
13,185 9,979
Other current liabilities
$ 49,725 $ 53,041
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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 $ 2.6 million.
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)
11.6 $ 53,798 $ ( 36,263 ) $ 53,798 $ ( 34,608 )
Non-compete agreements ( 3 - 7 year life)
5.3 1,778 ( 1,696 ) 1,778 ( 1,662 )
Trademarks
10.0 540 ( 230 ) 509 ( 208 )
Trade names
2.0 1,030 ( 963 ) 1,030 ( 883 )
Total Finite-Lived Intangible Assets
$ 57,146 $ ( 39,152 ) $ 57,115 $ ( 37,361 )
Indefinite-lived Intangible Assets (dollars in thousands)
Segment
Carrying Amount, June 30, 2026
Carrying Amount, December 31, 2025
Trade names:
HPI
Branded Products
$ 4,700 $ 4,700
BAMKO
Branded Products
8,900 8,900
CID Resources (1)
Healthcare Apparel
11,300 13,900
Total
$ 24,900 $ 27,500
Finite-Lived Intangible Assets
$ 17,994 $ 19,754
Total Intangible Assets
$ 42,894 $ 47,254
( 1 )
Includes trade names and trademarks associated with CID Resources and Wink®.
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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.
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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.
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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.
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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.
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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.
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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.
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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.
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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.
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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.
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Table of Contents
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.
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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.
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Table of Contents
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.
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Table of Contents
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.
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Table of Contents
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
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Table of Contents
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.
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Table of Contents
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.
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Table of Contents
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.
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Table of Contents
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 u pon Senior Securities
Not applicable.
ITEM 4. Mine Safety Disclosures
Not applicable.
ITEM 5. Other Information
Not applicable.
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Table of Contents
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.
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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)
41
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.