sgc20250930c

sgc20250930c_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 September 30, 2025

☐

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 October 30, 2025 was 15,968,792 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	19
Item 4. Controls and Procedures	32
PART II. OTHER INFORMATION
Item 1. Legal Proceedings	33
Item 1A. Risk Factors	33
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	34
Item 3. Defaults Upon Senior Securities	34
Item 4. Mine Safety Disclosures	34
Item 5. Other Information	34
Item 6. Exhibits	35
SIGNATURES	36

Table of Contents



	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	13
Note 4 - Net Income Per Share	14
Note 5 - Long-Term Debt	15
Note 6 - Contingencies and Geographic Supply Considerations	16
Note 7 - Inventories	16
Note 8 - Income Taxes	17
Note 9 - Other Information	18

Table of Contents

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 September 30,					Nine Months Ended September 30,
	2025			2024		2025		2024
Net sales	$	138,467		$	149,690	$	419,609	$	420,268

Costs and expenses:
Cost of goods sold		85,389			89,144		260,764		253,650
Selling and administrative expenses		48,513			52,404		150,855		149,906
Interest expense, net		1,378			1,569		3,873		4,897
		135,280			143,117		415,492		408,453
Income before income tax expense		3,187			6,573		4,117		11,815
Income tax expense		443			1,170		580		1,900
Net income	$	2,744		$	5,403	$	3,537	$	9,915

Net income per share:
Basic	$	0.19		$	0.34	$	0.24	$	0.62
Diluted	$	0.18		$	0.33	$	0.23	$	0.60

Weighted average shares outstanding during the period:
Basic		14,738,863			16,107,549		15,050,834		16,118,885
Diluted		15,119,050			16,543,990		15,422,144		16,588,914

Other comprehensive income (loss), net of tax:
Defined benefit pension plans	$	7		$	23	$	22	$	68
Foreign currency translation adjustment		(47	)		530		2,056		(1,201	)
Other comprehensive income (loss)		(40	)		553		2,078		(1,133	)
Comprehensive income	$	2,704		$	5,956	$	5,615	$	8,782

Cash dividends per common share	$	0.14		$	0.14	$	0.42	$	0.42

See accompanying Condensed Notes to the Consolidated Financial Statements.

Table of Contents

SUPERIOR GROUP OF COMPANIES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In thousands, except shares and par value data)

	September 30,			December 31,
	2025			2024
		(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	16,651		$	18,766
Accounts receivable, net		97,415			95,092
Inventories		105,655			96,675
Contract assets		48,623			51,688
Prepaid expenses and other current assets		11,685			10,831
Total current assets		280,029			273,052
Property, plant and equipment, net		38,830			41,879
Operating lease right-of-use assets		12,726			15,567
Deferred tax asset		13,828			13,835
Intangible assets, net		48,440			51,137
Goodwill		2,434			2,304
Other assets		18,985			17,360
Total assets	$	415,272		$	415,134

LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	45,727		$	50,942
Other current liabilities		42,902			44,367
Current portion of long-term debt		6,094			5,625
Current portion of acquisition-related contingent liabilities		648			814
Total current liabilities		95,371			101,748
Long-term debt		93,906			80,410
Long-term pension liability		13,614			13,315
Long-term acquisition-related contingent liabilities		743			935
Long-term operating lease liabilities		7,875			10,486
Other long-term liabilities		9,927			9,384
Total liabilities		221,436			216,278
Commitments and 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 15,968,792 and 16,484,921 shares, respectively		15			16
Additional paid-in capital		84,541			84,060
Retained earnings		112,561			120,139
Accumulated other comprehensive loss, net of tax:		(3,281	)		(5,359	)
Total shareholders’ equity		193,836			198,856
Total liabilities and shareholders’ equity	$	415,272		$	415,134

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 September 30, 2025 AND 2024

(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, July 1, 2024		16,792,577		$	16	$	82,759		$	122,106		$	(3,971	)	$	200,910
Issuance of common stock under stock incentive plans and related tax effect		3,092			-		42			-			-			42
Common shares repurchased and retired		(463,707	)		-		(2,227	)		(4,120	)		-			(6,347	)
Share-based compensation expense		-			-		1,285			-			-			1,285
Cash dividends declared ($0.14 per share)		-			-		-			(2,337	)		-			(2,337	)
Comprehensive income (loss):
Net income		-			-		-			5,403			-			5,403
Pensions, net of taxes of $8		-			-		-			-			23			23
Change in currency translation adjustment, net of taxes of $0		-			-		-			-			530			530
Balance, September 30, 2024		16,331,962		$	16	$	81,859		$	121,052		$	(3,418	)	$	199,509

Balance, July 1, 2025		15,917,963		$	15	$	83,285		$	112,017		$	(3,241	)	$	192,076
Issuance of common stock under stock incentive plans and related tax effect		54,035			-		(99	)		-			-			(99	)
Common shares repurchased and retired		(3,206	)		-		-			(2	)		-			(2	)
Share-based compensation expense		-			-		1,355			-			-			1,355
Cash dividends declared ($0.14 per share)		-			-		-			(2,198	)		-			(2,198	)
Comprehensive income (loss):
Net income		-			-		-			2,744			-			2,744
Pensions, net of taxes of $2		-			-		-			-			7			7
Change in currency translation adjustment, net of taxes of $0		-			-		-			-			(47	)		(47	)
Balance, September 30, 2025		15,968,792		$	15	$	84,541		$	112,561		$	(3,281	)	$	193,836

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SUPERIOR GROUP OF COMPANIES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

nine MONTHS ENDED September 30, 2025 AND 2024

(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, 2024		16,564,712		$	16		$	77,443		$	122,464		$	(2,285	)	$	197,638
Issuance of common stock under stock incentive plans and related tax effect		219,036			-			1,331			(213	)		-			1,118
Common shares repurchased and retired		(451,786	)		-			(2,227	)		(4,120	)		-			(6,347	)
Share-based compensation expense		-			-			2,905			-			-			2,905
Written put options		-			-			2,407			-			-			2,407
Cash dividends declared ($0.42 per share)		-			-			-			(6,994	)		-			(6,994	)
Comprehensive income (loss):
Net income		-			-			-			9,915			-			9,915
Pensions, net of taxes of $23		-			-			-			-			68			68
Change in currency translation adjustment, net of taxes of $0		-			-			-			-			(1,201	)		(1,201	)
Balance, September 30, 2024		16,331,962		$	16		$	81,859		$	121,052		$	(3,418	)	$	199,509

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		183,838			-			90			-			-			90
Common shares repurchased and retired		(699,967	)		(1	)		(3,525	)		(4,402	)		-			(7,928	)
Share-based compensation expense		-			-			3,916			-			-			3,916
Cash dividends declared ($0.42 per share)		-			-			-			(6,713	)		-			(6,713	)
Comprehensive income (loss):
Net income		-			-			-			3,537			-			3,537
Pensions, net of taxes of $7		-			-			-			-			22			22
Change in currency translation adjustment, net of taxes of $0		-			-			-			-			2,056			2,056
Balance, September 30, 2025		15,968,792		$	15		$	84,541		$	112,561		$	(3,281	)	$	193,836

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)

	Nine Months Ended September 30,
	2025			2024
CASH FLOWS FROM OPERATING ACTIVITIES
Net income	$	3,537		$	9,915
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		9,157			9,872
Inventory write-downs		1,793			1,893
Credit loss expense		2,347			251
Share-based compensation expense		3,916			2,905
Change in fair value of acquisition-related contingent liabilities		659			363
Non-cash operating lease expense		2,843			1,625
Other, net		244			653
Changes in assets and liabilities, net of acquisition of a business:
Accounts receivable		(3,710	)		3,891
Contract assets		3,326			(1,671	)
Inventories		(10,535	)		2,241
Prepaid expenses and other current assets		(423	)		(1,292	)
Other assets		(1,692	)		(959	)
Accounts payable and other current liabilities		(10,636	)		(5,917	)
Payment of acquisition-related contingent liabilities

SEC Form 10-Q filed by Superior Group of Companies Inc.