UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 10-Q

(Mark One)

 

X

 

QUARTERLY REPORT PURSUANT TO SECTION 13 or 15 (d) OF THE SECURITIESEXCHANGESECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 20182019

OR

 

 

 

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:

10055 Seminole Boulevard

Seminole, Florida 33772-2539

Registrant'sRegistrant’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:

Trading

Title of each class

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 [X]

No [_]

Indicate by check mark whether the registrant has submitted electronically, and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post such files).

Yes [X]

No [_]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of "large“large accelerated filer," "accelerated” “accelerated filer," "smaller” “smaller reporting company,” and "emerging“emerging growth company"company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer  [_]

Accelerated filer  [X]

 

Non-accelerated filer    [_]

(Do not check if a smaller reporting company)

Smaller Reporting Company

[X]

  

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 Company is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes [_]

No [X]

As of October 22, 2018,17, 2019, the registrant had 15,272,80715,255,994 shares of common stock outstanding, which is the registrant'sregistrant’s only class of common stock.

 

 

 

 

 

PART I - FINANCIAL INFORMATION

 

ITEM 1.   Financial Statements

 

SUPERIOR GROUP OF COMPANIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

 

THREE MONTHS ENDED SEPTEMBERSeptember 30,

(Unaudited)

(In thousands, except shares and per share data)

 

 

2018

  

2017

  

2019

  

2018

 
                

Net sales

 $95,870  $67,773  $89,466  $95,870 
��               

Costs and expenses:

                

Cost of goods sold

  62,070   42,984   58,015   62,070 

Selling and administrative expenses

  25,482   17,386   25,260   25,482 

Other periodic pension costs

  96   348   476   96 

Interest expense

  940   213   1,085   940 
  88,588   60,931   84,836   88,588 
        

Income before taxes on income

  7,282   6,842   4,630   7,282 

Income tax expense

  1,160   1,880   709   1,160 
        

Net income

 $6,122  $4,962  $3,921  $6,122 
                

Net income per share:

        
Basic $0.26  $0.41 
Diluted $0.26  $0.39 
        
Weighted average number of shares outstanding during the period              

(Basic)

  15,010,660   14,573,813 

(Diluted)

  15,499,894   15,229,722 

Per Share Data:

        

Basic

          14,947,552   15,010,660 

Net income

 $0.41  $0.34 

Diluted

          15,266,850   15,499,894 

Net income

 $0.39  $0.33 
                

Other comprehensive income, net of tax:

                

Defined benefit pension plans:

                
        

Recognition of net losses included in net periodic pension costs

  216   277  $236  $216 
        

Loss on cash flow hedging activities

  (3)  (5)
        
Recognition of settlement loss included in net periodic pension costs  213   - 
Gain on cash flow hedging activities  (5)  (3)

Foreign currency translation adjustment

  (180)  66   (316)  (180)
        

Other comprehensive income

  33   338   128   33 
        

Comprehensive income

 $6,155  $5,300  $4,049  $6,155 
                

Cash dividends per common share

 $0.100  $0.095  $0.10  $0.10 

 

See accompanying notes to these condensed consolidated interimfinancial statements.


 SUPERIOR GROUP OF COMPANIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

Nine MONTHS ENDED September 30,

(Unaudited)

(In thousands, except shares and per share data)

  

2019

  

2018

 
         
Net sales $268,288  $251,349 
         

Costs and expenses:

        
Cost of goods sold  174,226   163,396 
Selling and administrative expenses  78,008   69,991 
Other periodic pension costs  1,282   289 
Interest expense  3,514   1,974 
   257,030   235,650 
Income before taxes on income  11,258   15,699 
Income tax expense  2,180   3,310 
Net income $9,078  $12,389 
         

Net income per share:

        
Basic $0.61  $0.83 
Diluted $0.59  $0.80 
         

Weighted average number of shares outstanding during the period

        
Basic  14,942,565   14,929,513 
Diluted  15,272,287   15,505,642 
         

Other comprehensive income, net of tax:

        

Defined benefit pension plans:

        
Recognition of net losses included in net periodic pension costs $739  $647 
Recognition of settlement loss included in net periodic pension costs  459   - 
Loss (gain) on cash flow hedging activities  (16)  209 
Foreign currency translation adjustment  (295)  (637)

Other comprehensive income

  887   219 
Comprehensive income $9,965  $12,608 
         
Cash dividends per common share $0.30  $0.29 

See accompanying notes to these condensed consolidated financial statements.

 


 

SUPERIOR GROUP OF COMPANIES, INC. AND SUBSIDIARIES

 CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

NINE MONTHS ENDED SEPTEMBER 30,BALANCE SHEETS

(Unaudited)

(In thousands, except sharesshare and per sharepar value data)

 

  

2018

  

2017

 
         

Net sales

 $251,349  $194,365 
         

Costs and expenses:

        

Cost of goods sold

  163,396   123,987 

Selling and administrative expenses

  69,991   51,809 

Other periodic pension costs

  289   1,046 

Interest expense

  1,974   593 
   235,650   177,435 
         

Gain on sale of property, plant and equipment

  -   1,018 
         
         

Income before taxes on income

  15,699   17,948 

Income tax expense

  3,310   4,810 
         

Net income

 $12,389  $13,138 
         
Weighted average number of shares outstanding during the period        

(Basic)

  14,929,513   14,475,311 

(Diluted)

  15,505,642   15,066,616 

Per Share Data:

        

Basic

        

Net income

 $0.83  $0.91 

Diluted

        

Net income

 $0.80  $0.87 
         

Other comprehensive income, net of tax:

        

Defined benefit pension plans:

        
         

Recognition of net losses included in net periodic pension costs

  647   773 
         

Gain (loss) on cash flow hedging activities

  209   (185)
         

Foreign currency translation adjustment

  (637)  73 
         

Other comprehensive income

  219   661 
         

Comprehensive income

 $12,608  $13,799 
         

Cash dividends per common share

 $0.290  $0.270 
  

September 30,

  

December 31,

 
  

2019

  

2018

 
         

ASSETS

 

Current assets:

        

Cash and cash equivalents

 $5,452  $5,362 

Accounts receivable, less allowance for doubtful accounts of $2,259 and $2,042, respectively

  75,597   64,017 

Accounts receivable - other

  1,262   1,744 

Inventories*

  66,076   67,301 

Contract assets

  38,030   49,236 

Prepaid expenses and other current assets

  16,481   9,552 

Total current assets

  202,898   197,212 
         

Property, plant and equipment, net

  31,725   28,769 

Operating lease right-of-use assets

  4,576   - 

Intangible assets, net

  63,491   66,312 

Goodwill

  36,252   33,961 

Other assets

  10,443   8,832 

Total assets

 $349,385  $335,086 
         

LIABILITIES AND SHAREHOLDERS’ EQUITY

 
         

Current liabilities:

        

Accounts payable

 $30,768  $24,685 

Other current liabilities

  16,110   14,767 

Current portion of long-term debt

  15,286   6,000 

Current portion of acquisition-related contingent liabilities

  1,374   941 

Total current liabilities

  63,538   46,393 
         

Long-term debt

  103,812   111,522 

Long-term pension liability

  8,422   8,705 

Long-term acquisition-related contingent liabilities

  3,753   5,422 

Long-term operating lease liabilities

  2,590   - 

Deferred tax liability

  6,620   8,475 

Other long-term liabilities

  4,230   3,648 

Commitments and contingencies (Note 5)

        

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 15,240,317 and 15,202,387 shares, respectively.

  15   15 

Additional paid-in capital

  57,077   55,859 

Retained earnings

  106,426   103,032 

Accumulated other comprehensive income (loss), net of tax:

        

Pensions

  (6,475)  (7,673)

Cash flow hedges

  97   113 

Foreign currency translation adjustment

  (720)  (425)

Total shareholders’ equity

  156,420   150,921 

Total liabilities and shareholders’ equity

 $349,385  $335,086 

* Inventories consist of the following:

  

September 30,

  

December 31,

 
  

2019

  

2018

 

Finished goods

 $57,413  $58,196 

Work in process

  730   650 

Raw materials

  7,933   8,455 

Inventories

 $66,076  $67,301

 

 

See accompanying notes to these condensed consolidated interim financial statements.

 


 

 

SUPERIOR GROUP OF COMPANIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETSSTATEMENTS OF SHAREHOLDERS' EQUITY

THREE MONTHS ENDED September 30,

(Unaudited)

(In thousands, except shareshares and par valueper share data)

 

  

September 30,

     
  

2018

  

December 31,

 
  

(Unaudited)

  

2017

 
ASSETS 
         

CURRENT ASSETS:

        

Cash and cash equivalents

 $2,296  $8,130 

Accounts receivable, less allowance for doubtful accounts of $1,810 and $ 1,382, respectively

  65,023   50,569 

Accounts receivable - other

  2,249   1,848 

Inventories*

  65,057   64,979 

Contract assets

  49,605   - 

Prepaid expenses and other current assets

  10,756   11,011 

TOTAL CURRENT ASSETS

  194,986   136,537 
         

PROPERTY, PLANT AND EQUIPMENT, NET

  28,961   26,844 

OTHER INTANGIBLE ASSETS, NET

  67,279   29,061 

GOODWILL

  33,835   16,032 

DEFERRED INCOME TAXES

  -   2,900 

OTHER ASSETS

  9,969   7,564 
  $335,030  $218,938 
         
LIABILITIES AND SHAREHOLDERS' EQUITY 
         

CURRENT LIABILITIES:

        

Accounts payable

 $25,024  $19,752 

Other current liabilities

  14,804   12,409 

Current portion of long-term debt

  6,000   6,000 

Current portion of acquisition-related contingent liabilities

  791   3,061 

TOTAL CURRENT LIABILITIES

  46,619   41,222 
         

LONG-TERM DEBT

  112,224   32,933 

LONG-TERM PENSION LIABILITY

  7,761   8,319 

LONG-TERM ACQUISITION-RELATED CONTINGENT LIABILITIES

  5,301   7,283 

DEFERRED INCOME TAXES

  8,525   - 

OTHER LONG-TERM LIABILITIES

  3,891   4,213 

COMMITMENTS AND CONTINGENCIES (NOTE 5)

        

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 - 15,299,207and 15,081,947, respectively.

  15   15 

Additional paid-in capital

  55,692   49,103 

Retained earnings

  102,062   83,129 

Accumulated other comprehensive income (loss), net of tax:

        

Pensions

  (6,635)  (7,282)

Cash flow hedges

  119   (90)

Foreign currency translation adjustment

  (544)  93 

TOTAL SHAREHOLDERS' EQUITY

  150,709   124,968 
  $335,030  $218,938 
                  

Accumulated

     
                  

Other

     
          

Additional

      

Comprehensive

  

Total

 
  

Common

  

Common

  

Paid-In

  

Retained

  

(Loss) Income,

  

Shareholders’

 
  

Shares

  

Stock

  

Capital

  

Earnings

  

net of tax

  

Equity

 

Balance, July 1, 2018

  15,311,541  $15  $54,998  $97,664  $(7,093) $145,584 
Common shares issued upon exercise of options, net  2,000       27           27 
Share-based compensation expense          378           378 
Cash dividends declared ($0.10 per share)              (1,508)      (1,508)
Tax benefit from vesting of acquisition related restricted stock          340           340 
Shares reacquired and retired  (14,334)      (51)  (216)      (267)
Comprehensive income (loss):                        

Net earnings

              6,122       6,122 

Cash flow hedges, net of taxes of $1

                  (3)  (3)

Pensions, net of taxes of $68

                  216   216 

Change in currency translation adjustment, net of taxes of $55

                  (180)  (180)

Balance, September 30, 2018

  15,299,207  $15  $55,692  $102,062  $(7,060) $150,709 
                         

Balance, July 1, 2019

  15,255,694  $15  $57,166   104,165  $(7,226) $154,120 
Common shares issued upon exercise of options  300       3           3 
Share-based compensation expense          (35)          (35)
Cash dividends declared ($0.10 per share)              (1,510)      (1,510)
Common stock reacquired and retired  (15,677)      (57)  (150)      (207)
Comprehensive income (loss):                        
Net earnings              3,921       3,921 
Cash flow hedges, net of taxes of $1                  (5)  (5)
Pensions, net of taxes of $141                  449   449 
Change in currency translation adjustment, net of taxes of $100                  (316)  (316)

Balance, September 30, 2019

  15,240,317  $15  $57,077  $106,426  $(7,098) $156,420 

*  Inventories consist of the following:

  

September 30,

     
  

2018

  

December 31,

 
  

(Unaudited)

  

2017

 

Finished goods

 $54,702  $54,354 

Work in process

  868   604 

Raw materials

  9,487   10,021 
  $65,057  $64,979 

 

See accompanying notes to these condensed consolidated interim financial statements.

 


 

SUPERIOR GROUP OF COMPANIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY

Nine MONTHS ENDED September 30,

(Unaudited)

(In thousands, except shares and per share data)

                  

Accumulated

     
                  

Other

     
          

Additional

      

Comprehensive

  

Total

 
  

Common

  

Common

  

Paid-In

  

Retained

  

(Loss) Income,

  

Shareholders’

 
  

Shares

  

Stock

  

Capital

  

Earnings

  

net of tax

  

Equity

 

Balance, January 1, 2018

  15,081,947  $15  $49,103  $83,129  $(7,279) $124,968 
ASC 606 adjustment to opening retained earnings              11,245       11,245 
Common shares issued upon exercise of options, net  53,164       581   (150)      431 
Restricted shares issued  24,908                   - 
Restricted shares issued in acquisition  150,094       3,763           3,763 

Common shares issued upon exercise of Stock Appreciation Rights (SARs)

  3,428                   - 
Share-based compensation expense          1,868           1,868 
Tax withheld on exercise of Stock Appreciation Rights (SARs)          (17)          (17)
Tax benefit from vesting of acquisition related restricted stock          445           445 
Cash dividends declared ($0.29 per share)              (4,335)      (4,335)
Shares reacquired and retired  (14,334)      (51)  (216)      (267)

Comprehensive income (loss):

                        

Net earnings

              12,389       12,389 

Cash flow hedges, net of taxes of $69

                  209   209 

Pensions, net of taxes of $203

                  647   647 

Change in currency translation adjustment, net of taxes of $224

                  (637)  (637)

Balance, September 30, 2018

  15,299,207  $15  $55,692  $102,062  $(7,060) $150,709 
                         

Balance, January 1, 2019

  15,202,387  $15  $55,859  $103,032  $(7,985) $150,921 
Common shares issued upon exercise of options  62,994       460   (177)      283 
Restricted shares issued  48,829                   - 
Share-based compensation expense          997           997 
Tax benefit from vesting of acquisition related restricted stock          30           30 
Cash dividends declared ($0.30 per share)              (4,533)      (4,533)
Common stock reacquired and retired  (73,893)      (269)  (974)      (1,243)

Comprehensive income (loss):

                        
Net earnings              9,078       9,078 
Cash flow hedges, net of taxes of $3                  (16)  (16)
Pensions, net of taxes of $376                  1,198   1,198 
Change in currency translation adjustment, net of taxes of $93                  (295)  (295)

Balance, September 30, 2019

  15,240,317  $15  $57,077  $106,426  $(7,098) $156,420 

See accompanying notes to these condensed consolidated financial statements.


SUPERIOR GROUP OF COMPANIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

NINENine MONTHS ENDED SEPTEMBERSeptember 30,

(Unaudited)

(In thousands)

 

 

2018

  

2017

  

2019

  

2018

 
                

CASH FLOWS FROM OPERATING ACTIVITIES

                

Net income

 $12,389  $13,138  $9,078  $12,389 

Adjustments to reconcile net income to net cash provided by (used in) operating activities:

        

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

        

Depreciation and amortization

  5,745   4,081   6,339   5,745 

Provision for bad debts - accounts receivable

  409   814   719   409 

Share-based compensation expense

  1,867   1,654   997   1,867 

Deferred income tax benefit

  (278)  (586)  (2,136)  (278)

Gain on sale of property, plant and equipment

  -   (1,018)  (5)  - 

Change in fair value of acquisition-related contingent liabilities

  (1,212)  115   (272)  (1,212)
        

Changes in assets and liabilities, net of acquisition of business

        

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

        

Accounts receivable - trade

  (5,542)  (1,746)  (12,251)  (5,542)

Accounts receivable - other

  (401)  931   481   (401)

Contract assets

  (3,779)  -   11,206   (3,779)

Inventories

  5,742   3,270   (595)  5,742 

Prepaid expenses and other current assets

  (226)  (189)  (7,051)  (226)

Other assets

  (2,343)  (2,756)  (2,233)  (2,343)

Accounts payable and other current liabilities

  (1,077)  (725)  5,523   (1,077)

Long-term pension liability

  292   (529)  1,292   292 

Other long-term liabilities

  (283)  977   750   (283)

Net cash provided by operating activities

  11,303   17,431   11,842   11,303 
                

CASH FLOWS FROM INVESTING ACTIVITIES

                

Additions to property, plant and equipment

  (3,881)  (2,518)  (6,424)  (3,881)
Proceeds from disposals of property, plant and equipment  5   - 

Acquisition of businesses, net of acquired cash

  (85,597)  (766)  -   (85,597)

Proceeds from disposals of property, plant and equipment

  -   2,858 

Net cash used in investing activities

  (89,478)  (426)  (6,419)  (89,478)
                

CASH FLOWS FROM FINANCING ACTIVITIES

                

Proceeds from long-term debt

  170,713   72,543 

Repayment of long-term debt

  (91,423)  (75,707)
Proceeds from borrowings of debt  125,121   170,713 
Repayment of debt  (123,600)  (91,423)

Payment of cash dividends

  (4,335)  (3,874)  (4,533)  (4,335)

Payment of acquisition-related contingent liabilities

  (3,032)  (1,800)
Payment of acquisition-related contingent liability  (961)  (3,032)

Proceeds received on exercise of stock options

  432   1,218   283   432 

Purchase of common stock

  (268)  - 

Tax benefit from vesting of acquisition-related restricted stock

  445   650   30   445 

Tax withholding on exercise of stock rights

  (17)  (421)  -   (17)
        
Common stock reacquired and retired  (1,243)  (268)

Net cash provided by (used in) financing activities

  72,515   (7,391)  (4,903)  72,515 
                

Effect of currency exchange rates on cash

  (174)  46   (430)  (174)
        

Net (decrease) increase in cash and cash equivalents

  (5,834)  9,660 
        

Net increase (decrease) in cash and cash equivalents

  90   (5,834)

Cash and cash equivalents balance, beginning of year

  8,130   3,649   5,362   8,130 
        

Cash and cash equivalents balance, end of period

 $2,296  $13,309  $5,452  $2,296 

 

See accompanying notes to these condensed consolidated interim financial statements.

 


 

Superior Group of Companies, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements

(Unaudited)

 

 

NOTE 1 – SummaryBasis of Significant Interim Accounting Policies:Presentation:

 

a) Basis of presentation

 

The condensed consolidated interim financial statements include the accounts of Superior Group of Companies, Inc. and its wholly-owned subsidiaries, The Office Gurus, LLC, SUG Holding, Superior Group Holdings, Inc., Fashion Seal Corporation, BAMKO, LLC and CID Resources, Inc.; The Office Gurus, Ltda.Ltda, de C.V., The Office Masters, Ltda., de C.V. and The Office Gurus, Ltd., each a subsidiary of Fashion Seal Corporation and SUG Holding; and Power Three Web, Ltda. and Superior Sourcing, each a wholly-owned subsidiary of SUG Holding; BAMKO Importação, Exportação e Comércio de Brindes Ltda., a subsidiary of BAMKO, LLC and SUG Holding; Guangzhou Ben Gao Trading Limited, Worldwide Sourcing Solutions Limited, and BAMKO UK, Limited, each a direct or indirect subsidiary of BAMKO, LLC; and BAMKO India Private Limited, a 99%-owned subsidiary of BAMKO, LLC. All of these entities are referred to collectively as “the Company”, “Superior”, “we”, “our”, or “us”. Effective on May 3, 2018, Superior Uniform Group, Inc. changed its name to Superior Group of Companies, Inc.  Intercompany items have been eliminated in consolidation. 

The accompanying unaudited interim financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission. 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 condensed 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, 2017,2018, and filed with the Securities and Exchange Commission. The interim financial information contained herein is not certified or audited; it reflects all adjustments (consisting of only normal recurring accruals) which are, in the opinion of management, necessary for a fair statement of the operating results for the periods presented, stated on a basis consistent with that of the audited financial statements. The results of operations for any interim period are not necessarily indicative of results to be expected for the full year.

 

b)  Revenue recognitionWe refer to the condensed consolidated financial statements collectively as “financial statements,” and allowance for doubtful accountsindividually as “statements of comprehensive income”, “balance sheets”, “statements of stockholders’ equity”, and “statements of cash flows” herein.

 

The Company recognizes revenue in accordance with ASC 606 effective January 1, 2018. Revenue for our Uniformsb) Recent Accounting Pronouncements

We consider the applicability and Related Productsimpact of all Accounting Standard Updates (“ASUs”). ASUs not listed below were assessed and Promotional Products segments is recognized whendetermined to be not applicable.

Recently Adopted Accounting Pronouncements

In February 2016, the obligations underFinancial Accounting Standards Board (“FASB”) issued ASU 2016-02, Leases (Topic 842) and July 2018, the terms ofFASB issued ASU 2018-10, Codification Improvements to Topic 842, Leases and ASU 2018-11, Targeted Improvements (collectively “Topic 842”). Topic 842 establishes a contract with a customer are satisfied. This generally occurs when the goods are transferrednew lease model, referred to the customer. Revenue is measured as the amount of consideration we expectright-of-use (ROU) model that brings substantially all leases onto the balance sheet. This standard requires lessees to receive in exchange for the goods. Sales taxes, sales discountsrecognize leased assets (ROU Assets) and customer rebates are also excluded from revenue. In accordance with ASC 606, revenue is recorded for goods that the customer is obligated to purchase under the termination terms of the contract which have no alternative use. Contract termination terms may involve variable consideration clauses such as discounts and rebates and revenue has been adjusted accordingly in our ASC 606 adjustment. Revenue from our Remote Staffing segment is recognized as services are delivered.  Variable consideration for estimated returns and allowances is recorded based upon historical experience and current allowance programs.  Judgments and estimates are used in determining the collectability of accounts receivable and in establishing allowances for doubtful accounts.  The Company analyzes specific accounts receivable and historical bad debt experience, customer credit worthiness, current economic trends and the age of outstanding balances when evaluating the adequacy of the allowance for doubtful accounts. Changes in estimates are reflected in the period they become known.  Charge-offs of accounts receivable are made once all collection efforts have been exhausted.  If the financial condition of the Company’s customers were to deteriorate, resulting in an impairment of their ability to make payments, additional allowances may be required.

c) Recognition of costs and expenses

Costs and expenses other than product costs are charged to income in interim periods as incurred, or allocated among interim periods based on an estimate of time expired, benefit received or activity associated with the periods. Procedures adopted for assigning specific cost and expense items to an interim period are consistent with the basis followed by the registrant in reporting results of operations at annual reporting dates. However, when a specific cost or expense item charged to expense for annual reporting purposes benefits more than one interim period, the cost or expense item is allocated to the interim periods.


d)  Amortization of other finite-lived intangible assets

The Company amortizes identifiable finite-lived intangible assets on a straight-line basis over their expected useful lives.  Amortization expense was $1.0 million and $0.6 million for the three-month periods ended September 30, 2018 and 2017 respectively.  Amortization expense was $2.9 million and $1.7 million for the nine-month periods ended September 30, 2018 and 2017, respectively.

e)  Advertising expenses

The Company expenses advertising costs as incurred.  Advertising costs for the three-month periods ended September 30, 2018 and 2017 were $0.2 million and $0.1 million, respectively.  Advertising costs for the nine-month periods ended September 30, 2018 and 2017 were $0.4 million and $0.1 million, respectively.

f)  Shipping and handling fees and costs

The Company includes shipping and handling fees billed to customers in net sales.  Shipping and handling costs associated with in-bound and out-bound freight incurred for goods shipped to customers are generally recorded in cost of goods sold.  Other shipping and handling costs such as labor and overhead are included in selling and administrative expenses and totaled $4.0 million and $2.7 million for the three-month periods ended September 30, 2018 and 2017, respectively.  Other shipping and handling costs such as labor and overhead are included in selling andadministrative expensesand totaled $10.0 million and $8.1 million for the nine-month periods ended September 30, 2018 and 2017, respectively.

g)  Inventories

Inventories at interim dates are determined by using perpetual records on a first-in, first-out basis or average cost.

h) Accounting for income taxes

The provision for income taxes is calculated by using the effective tax rate anticipated for the full year.

i) Employee benefit plan settlements

The Company recognizes settlement gains and losses in its financial statements when the cost of all settlements in a year is greater than the sum of the service cost and interest cost components of net periodic pension cost for the plan for the year.

j) Earnings per share

Historical basic per share data is based on the weighted average number of shares outstanding. Historical diluted per share data is reconciled by adding to weighted average shares outstanding the dilutive impact of the exercise of outstanding stock options, stock appreciation rights, unvested shares, and performance shares.

k) Derivative financial instruments

The Company uses certain financial derivatives to mitigate its exposure to volatility in interest rates and foreign currency. The Company records derivativeslease liabilities on the balance sheet at fair value and establishes criteria for designationdisclose key information about the leasing arrangements in their financial statements. Leases are classified as finance or operating, with classification affecting the pattern and effectivenessclassification of hedging relationships. On the date a derivative contract is entered into, the Company may elect to designate the derivative as a fair value hedge, a cash flow hedge, or the hedge of a net investment in a foreign operation. The Company also formally assesses, both at the hedge’s inception and on an ongoing basis, whether the derivative that is used in the hedging transaction is highly effective. For those instruments that are designated as a cash flow hedge and meet certain documentary and analytical requirements to qualify for hedge accounting treatment, changes in the fair value for the effective portion are reported in other comprehensive income (“OCI”), net of related income tax effects, and are reclassified to the income statement when the effects of the item being hedged are recognizedexpense recognition in the income statement. The Company discontinues hedge accounting prospectively when it is determinedadopted Topic 842 effective on January 1, 2019 using the modified retrospective transition approach that allows a reporting entity to use the derivative is no longer effective in offsetting changesdate as its date of initial application and not restate the comparative periods in the cash flowsperiod of adoption when transitioning to the new standard. Consequently, the requisite financial information and disclosures under the new standard are excluded for dates and periods prior to January 1, 2019. In addition, the Company elected to use a number of optional simplification and practical expedients (reliefs) permitted under the transition guidance within the new standard, including allowing the Company to combine fixed lease and non-lease components, apply the short-term lease exception to all leases of one year or less, and utilize the ‘package of practical expedients’, which permits the Company to not reassess prior accounting conclusions with respect to lease identification, lease classification and initial direct costs under Topic 842. The Company did not elect the use-of hindsight or the practical expedient pertaining to land easement; the latter not being applicable to the Company. Adoption of this new standard resulted in the recognition of $4.1 million of operating lease liabilities ($1.0 million in other current liabilities and $3.1 million in long-term operating lease liabilities) which represented the present value of the hedged item,remaining lease payments of $4.6 million, discounted using the derivative expires or is sold, terminated, or exercised, or management determinesCompany’s lease discount rate of 5.74% and $4.9 million of operating lease right-of-use assets, which represents the lease liability of $4.1 million adjusted for prepaid rent to $0.8 million that designation of the derivative as a hedging instrument is no longer appropriate. In situations in which the Company does not elect hedge accounting or hedge accounting is discontinuedwas previously presented within current prepaid expenses and the derivative is retained, the Company carries or continues to carry the derivative at its fair valueother current assets and other assets on the accompanying balance sheet and recognizes any subsequent changes in its fair value through earnings.


The nature ofprior to adoption. Refer to Note 10 for the Company’s business activities involves the management of various financial and market risks, including those relatedimpact to changes in interest rates and foreign currency. The Company does not enter into derivative instruments for speculative purposes. The Company manages market and credit risks associated with its derivative instruments by establishing and monitoring limits as to the types and degree of risk that may be undertaken, and by entering into transactions with high-quality counterparties.           

Effective March 3, 2017, in order to reduce the interest rate risk on its future debt, the Company entered into an interest rate swap agreement that was designed to effectively convert or hedge the variable interest rate on a portion of its future borrowings to achieve a net fixed rate beginning March 1, 2018 with a notional amount of $18.0 million. This agreement was amended on May 2, 2018. (See Note 2.)

On January 3, 2017, the Company entered into a foreign exchange forward contract to lock in the exchange rate on the Brazilian real to limit the risk of changes in foreign currency on the expected payment of a customer receivable. The amount of the contract was $1.8 million and settled on June 29, 2017. A loss of $0.1 million on this contract was recognized in the second quarter of 2017, which was included in selling and administrative expenses.

l) Use of estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amountsas of revenues and expenses during the reporting period. Actual results could differ from those estimates.

m) Comprehensive income

Total comprehensive income represents the change in equity during a period from sources other than transactions with shareholders and, as such, includes net earnings. For the Company, the only other components of total comprehensive income are the change in pension costs, change in fair value of qualifying hedges, and foreign currency translation adjustments.

n) Operating segments

Accounting standards require disclosures of certain information about operating segments and about products and services, geographic areas in which the Company operates, and their major customers. The Company has evaluated its operations and has determined that it has three reportable segments - Uniforms and Related Products, Remote Staffing Solutions and Promotional Products. (See Note 8.)

o) Share-based compensation

The Company awards share-based compensation as an incentive for employees to contribute to the Company’s long-term success. Historically, the Company has granted options, stock-settled stock appreciation rights, and restricted stock. In 2016, the Company began issuing performance shares as well.

The Company recognizes share-based compensation expense for all awards granted to employees, which is based on the fair value of the award on the date of grant. Determining the appropriate fair value model and calculating the fair value of stock compensation awards requires the input of certain highly complex and subjective assumptions, including the expected life of the stock compensation awards and the Company’s common stock price volatility, risk free interest rate and dividend rate. The assumptions used in calculating the fair value of stock compensation awards represent management’s best estimates, but these estimates involve inherent uncertainties and the application of judgment. As a result, if factors change and the Company deems it necessary to use different assumptions, stock compensation expense could be materially different from what has been recorded in the current period.


p) Recent Accounting PronouncementsSeptember 30, 2019.

 

In February 2016,2018, the FASB issued ASU 2016-02 that amends2018-02, Income Statement - Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income. ASU 2018-02 allows entities to elect to reclassify the accounting guidanceincome tax effects resulting from the Tax Cuts and Jobs Act (Tax Act) on leases.  The primary change in this ASUitems within accumulated other comprehensive income to retained earnings and requires lessees to recognize, in the balance sheet, a liability to make lease payments and a right-of-use asset representing the right to use the underlying asset over the lease term.  The amendments in this ASU are to be applied using a modified retrospective approach and areadditional related disclosures. This standard is effective for fiscal years beginning after December 15, 2018.2018 and interim periods within those fiscal years. The amendments are requiredCompany elected not to be adopted byreclassify the Companyincome tax effects of the Tax Act from accumulated other comprehensive income to retained earnings. The Company’s adoption of this standard on January 1, 2019.2019 did not have a material impact on its financial statements.

Recently Issued Accounting Pronouncements Not Yet Adopted

In June 2016, the FASB issued ASU 2016-13, “Financial Instruments—Credit Losses (Topic 326). The update changes the impairment model for most financial assets and certain other instruments, including trade and other receivables, held-to-maturity debt securities and loans, and requires entities to use a new forward-looking expected loss model that will result in the earlier recognition of allowance for losses. This update is effective for annual and interim periods beginning after December 15, 2019, with early adoption permitted. In August 2019, the FASB proposed an amendment to ASU 2016-13, “Financial Instruments—Credit Losses (Topic 326)” that would delay the effective date for Smaller Reporting Companies until fiscal years beginning after December 15, 2022. Adoption will require a modified retrospective approach beginning with the earliest period presented. The Company is incurrently evaluating the preliminary phases of assessing the effect ofpotential impact this ASU.  Westandard will have not yet determined the effect of this ASU on our results of operations,its financial condition, or cash flows.statements.

 

In MarchJanuary 2017, the FASB issued ASU 2017-07 “Improving2017-04, “Simplifying the PresentationTest for Goodwill Impairment.” ASU 2017-04 eliminates the two-step process that required identification of Net Periodic Pension Costpotential impairment and Net Periodic Postretirement Benefit Cost”a separate measure of the actual impairment. Goodwill impairment charges, if any, would be determined by the difference between a reporting unit's carrying value and its fair value (impairment loss is limited to the carrying value). The amendment requires the service cost component be presented in the same line item as compensation costs for the pertinent employees during the period. The other components of net pension cost must be presented outside a subtotal of income from operations, if oneThis standard is presented. The amendments are effective for annual periodsor any interim goodwill impairment tests beginning after December 15, 2017 and must be applied retrospectively.2019. The Company adopted ASU 2017-07 in the first quarterCompany’s adoption of 2018. Asthis standard is not expected to have a result, we have added an additional line item to our consolidated statements of comprehensive income and restated our 2017 results to reflect the change in accounting principle. Service costs are included in selling and administrative expenses and other components of net pension cost are included in other periodic pension costs.material impact on its financial statements.

 

In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers (Topic 606) that superseded most current revenue recognition guidance, including industry-specific guidance. The core principle of the new guidance is that an entity will recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The standard provides a five-step analysis of transactions to determine when and how revenue is recognized. Other major provisions include the capitalization and amortization of certain contract costs, ensuring the time value of money is considered in the transaction price, and allowing estimates of variable consideration to be recognized before contingencies are resolved in certain circumstances. Additionally, the guidance requires disaggregated disclosures related to the nature, amount, timing, and uncertainty of revenue that is recognized. ASC 606 was adopted by the Company on January 1, 2018 using the modified retrospective method. The cumulative effect of applying the new standard was recorded as an adjustment to the opening balance of retained earnings, as further described below. The comparative information for prior periods has not been restated and continues to be reported under the accounting standards in effect for those periods. For our Uniforms and Related Products and Promotional Products segments, our revenue is primarily generated from the sale of finished products to customers as products are shipped and title passes to the customers. For certain contracts with customers, the Company creates an asset with no alternative use to the Company, and the Company has an enforceable right to payment for performance completed to date. For these contracts, we have moved from a point in time model to an over time model in which our measure of progress is finished goods with no alternative use. The new standard has no cash impact and does not affect the economics of our underlying customer contracts.

 


 

We recordedIn August 2018, the FASB issued ASU 2018-15, “Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a net increaseCloud Computing Arrangement That Is a Service Contract.” The update aligns the requirements for capitalizing implementation costs incurred in opening retained earningsa hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software. The update also requires an entity to expense the capitalized implementation costs of $11.2 million asa hosting arrangement over the term of January 1, 2018 duethe hosting arrangement. This update is effective for fiscal years beginning after December 15, 2019 and may be applied prospectively or retrospectively. The Company’s adoption of this standard is not expected to the cumulative impact of ASC 606. Thehave a material impact on revenues for the three months ended September 30, 2018 was an increase of $2.9 million as a result of ASC 606. The impact on revenues for the nine months ended September 30, 2018 was an increase of $3.7 million as a result of ASC 606.its financial statements.

The opening retained earnings adjustment is as follows (in thousands):

Net sales

 $42,880 

Cost of goods sold

  27,397 

Selling and administrative expenses

  706 

Income before taxes on income

  14,777 

Income tax expense

  3,542 

Adjustment to opening retained earnings

 $11,235 

Payment of the cumulative tax adjustment will be made over four years as a change in accounting method.

The following tables disaggregate our net sales by major source (in thousands):

  

As Reported for
Three Months
Ended

  

Balances

Without

Adoption of

  

Effect of Change

 
  

9/30/2018

  

ASC 606

  

9/30/2018

 
             

Uniform and Related Products

 $69,776  $66,610  $3,166 

Remote Staffing Solutions

  6,908   6,908   - 

Promotional Products

  19,186   19,427   (241)
  $95,870  $92,945  $2,925 

 

  

As Reported for
Nine Months
Ended

  

Balances

Without

Adoption of

  

Effect of Change

 
  

9/30/2018

  

ASC 606

  

9/30/2018

 
             

Uniform and Related Products

 $174,304  $171,736  $2,568 

Remote Staffing Solutions

  20,169   20,169   - 

Promotional Products

  56,876   55,729   1,147 
  $251,349  $247,634  $3,715 

Revenue for our Uniforms and Related Products and Promotional Products segments is recognized when the obligations under the terms of a contract with a customer are satisfied. This generally occurs when the goods are transferred to the customer. Revenue is measured as the amount of consideration we expect to receive in exchange for the goods. Sales taxes, sales discounts and customer rebates are also excluded from revenue. In accordance with ASC 606 revenue is recorded for goods that the customer is obligated to purchase under the termination terms of the contract which have no alternative use. Contract termination terms may involve variable consideration clauses such as discounts and rebates and revenue has been adjusted accordingly in our ASC 606 adjustment. Revenues from contracts containing termination provisions are recorded at terminal value if applicable and therefore do not represent the selling margins if the sale transaction occurred in the normal course of business.  Therefore, revenues recognized under this provision may not reflect the gross margins to be realized for transactions not affected by a contract termination. Revenue from our Remote Staffing segment is recognized as services are delivered and did not generate an ASC 606 adjustment in the three or nine-month periods ended September 30, 2018.

The Company does not have any remaining performance obligations related to revenue recorded for ASC 606 for the quarter ended September 30, 2018.

NOTE 2 - Long-Term Debt:

 


The impact of adoption of ASC 606 on our consolidated balance sheet and statement of comprehensive income as of September 30, 2018 is as follows (in thousands):

Balance Sheet

  

As Reported

  

Balances

Without

Adoption of

  

Effect of Change

 
  

9/30/2018

  

ASC 606

  

9/30/2018

 

Assets:

            

Contract assets

 $49,605  $-  $49,605 

Inventory

  65,057   93,770   (28,713)

Deferred taxes

  (8,525)  (5,639)  (2,886)
             

Liabilities:

  ��         

Accounts payable

 $25,024  $22,239  $2,785 

Other current liabilites

  14,804   12,730   2,074 

In accordance with ASC 606, the Company has recognized contract assets of $49.6 million as of September 30, 2018 for 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 Reported for
Three Months
Ended

  

Balances

Without

Adoption

of

  

Effect of Change

 
  

9/30/2018

  

ASC 606

  

9/30/2018

 

Statement of comprehensive income:

            

Net sales

 $95,870  $92,945  $2,925 

Cost of goods sold

  62,070   59,908   2,162 

Selling and administrative expenses

  25,482   25,527   (45)

  

As Reported for
Nine Months
Ended

  

Balances

Without

Adoption of

  

Effect of Change

 
  

9/30/2018

  

ASC 606

  

9/30/2018

 

Statement of comprehensive income:

            

Net sales

 $251,349  $247,634  $3,715 

Cost of goods sold

  163,396   160,551   2,845 

Selling and administrative expenses

  69,991   70,058   (67)

The cost of goods sold associated with our ASC 606 adjustment include the cost of the garments, alterations (if applicable) and shipping costs. Selling and administrative expenses consist of sales commissions.


NOTE 2 - Long-Term Debt:

 

September 30,

  

December 31,

 
 

September 30,

  

December 31,

 

(In thousands)

 

2018

  

2017

  

2019

  

2018

 
        

Note payable to BB&T, pursuant to revolving credit agreement, maturing May 2023

 $422  $1,475 
        

Term loan payable to BB&T maturing February 26, 2024

 $33,000  $37,500 
        

Term loan payable to BB&T maturing May 2020

 $85,000  $- 
        
BB&T Credit Facilities:        
Revolving credit facility due May 2023 $33,857  $1,193 
Term loan due February 2024 (“2017 Term Loan”)  27,000   31,500 
Term loan due January 2026 (“2018 Term Loan”)  58,810   85,000 
 $118,422  $38,975  $119,667  $117,693 

Less:

                

Payments due within one year included in current liabilities

 $6,000  $6,000   15,286   6,000 

Debt issuance costs

 $198  $42   569   171 

Long-term debt less current maturities

 $112,224  $32,933  $103,812  $111,522 

 

Effective March 8, 2016,on February 28, 2017, the Company entered into an amended and restated 5-yeara credit agreement with Fifth Third Bank that increased its revolving credit facility from $15 million to $20 million and refinanced its then-existing term loan with a new $45 million term loan to help finance the acquisition of substantially all of the assets of BAMKO, Inc. Both loans were based upon the one-month LIBOR rate for U.S. dollar based borrowings. Interest was payable on the term loan at LIBOR plus 0.85% and on the revolving credit facility at LIBOR (rounded up to the next 1/8th of 1%) plus 0.85%. The Company paid a commitment fee of 0.10% per annum on the average unused portion of the commitment under the revolving credit facility. This credit agreement was paid in full on February 28, 2017 with the proceeds from a new loan agreement with Branch Banking and Trust Company (“BB&T”).

Effective February 28, 2017, the Company entered into a new 7-year credit agreement with BB&T (the “Credit Agreement”) that provided a new revolving credit facility of $35 million which was to terminatematuring on February 25, 2022 and provided a new term loan of $42 million (the “Term Loan”) which maturesmaturing on February 26, 2024. Both loans were based upon the one-month LIBOR rate for U.S. dollar based borrowings. Interest was payable for each loan at LIBOR (rounded up to the next 1/100th of 1%2024 (“2017 Term Loan”) plus 0.75%. The Company paid a commitment fee of 0.10% per annum on the average unused portion of the commitment under the revolving credit facility. 

 

Effective on May 2, 2018, and concurrently with the closing of the CID Resources acquisition, the Company entered into an Amended and Restated Credit Agreement dated as of May 2, 2018 (the “Amended and Restated Credit Agreement”), with its existing lender, BB&T pursuant to which the Company’s existing revolving credit facility was increased from $35 million to $75 million and which provided an additional term loan in the principal amount of $85 million. No principal payments aremillion due on the $85 million term loan prior to its maturity.May 2020 (“2018 Term Loan”). The term of the revolving credit facility was extended until May 20232023.

On January 22, 2019, the Company entered into a First Amendment to the Amended and Restated Credit Agreement pursuant to which the $85existing 2018 Term Loan was restructured. The Company used $20 million term loan matures in May 2020. The Company’sborrowed under its existing term loan withrevolving credit facility to reduce the original principal amount of $42 million remains outstanding with ato $65 million. The maturity date of February 2024the 2018 Term Loan was extended to January 22, 2026.

On September 27, 2019, the Company entered into a Second Amendment to the Amended and withRestated Credit Agreement, which (i) increased the same amortization schedule.Company’s maximum permitted funded debt to EBITDA ratio under the Amended and Restated Credit Agreement from 4.0:1 to 5.0:1 and (ii) applied a tiered interest rate structure to the Company’s existing loans in the event that its funded debt to EBITDA ratio exceeds 4.0:1. The scheduled amortizationinterest rate on such loans will equal LIBOR plus a margin that adjusts quarterly and is based on the Company’s funded debt to EBITDA ratio.

Contractual principal payments for the $42 million2017 Term Loan isare as follows: 20182019 through 2023 - $6.0 million per year; and 2024 - $1.5 million. Contractual principal payments for the 2018 Term Loan are as follows: 2019 - $8.5 million, 2020 through 2025 - $9.3 million per year; and 2026 - $0.8 million. The revolving credit facility, $42 million term loan and $85 million term loan are collectively referred to as the “Credit Facilities.”loans do not contain pre-payment penalties.

 

Obligations outstanding under the 2018 Term Loan have a variable interest rate of LIBOR plus a margin of between 0.85% and 1.65% (based on the Company’s funded debt to EBITDA ratio) (2.89% at September 30, 2019). Obligations outstanding under the revolving credit facility and the $42 million term loan2017 Term Loan generally have a variable interest rate of one-month LIBOR plus a margin of between 0.68% (2.86%and 1.50% (based on the Company’s funded debt to EBITDA ratio) (2.72% at September 30, 2018)2019). Obligations outstanding under the new $85 million term loan generally have a variable interest rate of one-month LIBOR plus 0.93% for the first twelve months after the effective date (3.11% at September 30, 2018), 1.5% for the period from thirteen months through eighteen months after the effective date, and 1.75% thereafter. The Company is obligated to pay a commitment fee of 0.10% per annum on the average unused portion of the commitment under the revolving credit facility and a commitment fee of 0.25% on the outstanding balance of the $85 million term loan on June 1, 2019 and December 1, 2019. The available balance under the revolving credit facility is reduced by outstanding letters of credit. As of At September 30, 2018, there were no outstanding letters2019, the Company had undrawn capacity of credit.  The term loans do not contain pre-payment penalties.$41.1 million under the revolving credit facility.

 


The revolving credit facility, 2017 Term Loan and 2018 Term Loan are collectively referred to as the “Credit Facilities”.

 

The Amended and Restated Credit Agreement contains customary events of default and negative covenants, including but not limited to those governing indebtedness, liens, fundamental changes, investments, restricted payments, and sales of assets. The Amended and Restated Credit Agreement also requires the Company to maintain a fixed charge coverage ratio (as defined in the Amended and Restated Credit Agreement) of at least 1.25:1 and a funded debt to EBITDA ratio (as defined in the Amended and Restated Credit Agreement) not to exceed 4.0:5.0:1. As of September 30, 2018,2019, the Company was in compliance with these ratios. The Credit Facilities are secured by substantially all of the operating assets of the Company as collateral, 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 Amended and Restated Credit Agreement.

 

In connection with the Credit Agreement and the Amended and Restated Credit Agreement, the Company incurred approximately $0.1 million and $0.2 million of debt financing costs respectively, which primarily consisted of a loan commitment fee and legal fees. These costs are being amortized over the life of both Credit Agreements as additional interest expense.

Effective July 1, 2013, in order to reduce interest rate risk on its debt, the Company entered into an interest rate swap agreement with Fifth Third Bank, N.A. that was designed to effectively convert or hedge the variable interest rate on a portion of its borrowings to achieve a net fixed rate of 2.53% per annum, beginning July 1, 2014 with a notional amount of $14.3 million. The notional amount of the interest rate swap was reduced by the scheduled amortization of the principal balance of the original term loan of $0.2 million per month through July 1, 2015 and $0.3 million per month through June 1, 2018 with the remaining notional balance of $3.3 million to be eliminated on July 1, 2018. Effective March 8, 2016, the fixed rate on the notional amount was reduced to 2.43%. Effective February 24, 2017, this interest rate swap agreement was terminated. On this date the swap agreement had $0.1 million in cumulative gains in OCI which was reversed to earnings.

Effective March 3, 2017, in order to reduce the interest rate risk on its future debt, the Company entered into an interest rate swap agreement (“original swap”) with BB&T that was designed, at that time, to effectively convert or hedge the variable interest rate on a portion of its future borrowings to achieve a net fixed rate of 3.12% per annum, beginning March 1, 2018 with a notional amount of $18.0 million. The notional amount of the interest rate swap is reduced by $0.3 million per month beginning April 1, 2018 through February 26, 2024. Under the terms of the interest rate swap, the Company will receive variable interest rate payments and make fixed interest rate payments on an amount equal to the notional amount at that time. Changes in the fair value of the interest rate swap designated as the hedging instrument that effectively offset the variability of cash flows associated with the variable rate, long-term debt obligation arewere recorded in OCI,other comprehensive income, net of related income tax effects. On May 2, 2018, in conjunction with the Amended and Restated Credit Agreement, the original swap was modified (“amended swap”) to achieve a net fixed rate of 3.05% per annum effective on May 1, 2018 and the remaining notional amount was $17.5 million. There were no other changes to the original swap. As a result of the change, the Company has discontinued hedge accounting for the original swap and has elected not to designate the amended swap. As of May 2, 2018, the fair value of the original swap was $0.1 million and will beis being amortized as interest expense over the remaining life of the amended swap. As of September 30, 2018, there was $0.1 million related to the original swap recorded within OCI. Changes to the fair value of the amended swap will beare recorded as interest expense. As of September 30, 2018,2019, the negative fair value of the amended swap was $0.2$0.3 million and was included in prepaid expenses and other current assets.liabilities.

 


 

 

NOTENOTE 3 – Periodic Pension Expense:

 

The following table details the net periodic pension expense under the Company's plans for the periods presented:

The following table details the net periodic pension expense under the Company’s plans for the periods presented (in thousands):

(In thousands)

 

 

Three Months

  

Nine Months

  

Three Months

  

Nine Months

 
 

Ended September 30,

  

Ended September 30,

  

Ended September 30,

  

Ended September 30,

 
 

2018

  

2017

  

2018

  

2017

  

2019

  

2018

  

2019

  

2018

 

Service cost - benefits earned during the period

 $27  $17  $81  $49  $29  $27  $87  $81 

Interest cost on projected benefit obligation

  242   241   727   724   271   242   813   727 

Expected return on plan assets

  (429)  (305)  (1,288)  (914)  (385)  (429)  (1,106)  (1,288)

Recognized actuarial loss

  284   253   850   800   310   284   959   850 

Settlement loss

  -   158   -   435   280   -   616   - 

Net periodic pension cost

 $124  $364  $370  $1,094  $505  $124  $1,369  $370 

 

The pension settlement losses included in the table above resulted from lump sum pension payments made to various employees upon their retirement or termination during the periods specified. The pension settlement losses did not require a cash outlay by the Company and did not increase the Company’s total pension expense over time, as the charge was an acceleration of costs that otherwise would be recognized as pension expense in future periods. The service cost component is included in selling and administrative expenses in our statements of comprehensive income and the other components of net periodic pension cost are included in other periodic pension costs in our consolidated statements of comprehensive income.

 

TheEffective on June 30, 2013, the Company no longer accrues additional benefits for future service or for future increases in compensation levels for the Company’s primary ordefined benefit pension plan.

Effective on December 31, 2014, the Company no longer accrues additional benefits for future service for the Company’s hourly defined benefit pension plans.plan.

 

There were $0.1 million and $0.1 million in contributions made to the Company’s defined benefit plans during the three-month periodnine months ended September 30, 2018. There were no contributions made2019 and 2018, respectively.

NOTE 4 – Net Sales:

On January 1, 2018, the Company adopted ASU 2014-09 Revenue from Contracts with Customers and all subsequent amendments to the Company’s defined benefit plans duringASU (collectively “ASC 606”) using the three-month period ended September 30, 2017. There were $0.1modified retrospective method to all contracts not completed as of January 1, 2018. The Company recorded a net increase to retained earnings of $11.2 million and $1.5 million in contributions madeas of January 1, 2018 due to the Company’s defined benefit plans during the nine-month period ended September 30, 2018 and 2017, respectively.

NOTE 4 - Supplemental Cash Flow Information:cumulative impact of adopting ASC 606.

 

Cash paidRevenue for income taxes was $0.7 millionour Uniforms and $5.2 million, respectively,Related Products and Promotional Products segments is recognized when the earnings process is complete. For certain contracts with customers in which the Company has an enforceable right to payment for goods with no alternative use, revenue is recognized over time upon receipt of finished goods into inventory. Contract termination terms may involve variable consideration clauses such as discounts and rebates, and revenue has been adjusted accordingly for these provisions. Revenue for goods that do have an alternative use or that the customer is not obligated to purchase under the terms of a contract is generally recognized when the goods are transferred to the customer. The Company includes shipping and handling fees billable to customers in net sales. Shipping and handling activities that occur after the transfer of promised goods are accrued as control is transferred to the customer rather than being treated as a separate performance obligation. Revenue for our Remote Staffing segment is recognized as services are delivered. Revenue is measured as the amount of consideration we expect to receive in exchange for the nine-month periods ended September 30, 2018goods or services. Sales taxes, sales discounts and 2017. Cash paid for interest was $1.7 million and $0.5 million, respectivelycustomer rebates are also excluded from revenue. Refer to Note 9 for the nine-month periods ended September 30, 2018 and 2017.disaggregation of revenues by operating segment.

 

DuringContract Assets

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

  

September 30,

  

December 31,

 
  

2019

  

2018

 

Accounts receivable - trade

 $75,597  $64,017 

Current contract assets

  38,030   49,236 
Current contract liabilities  1,372   437 

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. The decrease in contract assets during the nine months ended September 30, 20182019 was primarily related to the timing of shipments to customers and 2017, respectively,receipts from suppliers for finished goods with no alternative use within the Company received 6,894Uniforms and 43,841 shares of its common stock as paymentRelated Products segment. The majority of the exercise price in the exercise of stock options for 26,234 and 113,143 shares.

As a result of the adoption of ASC 606 the following amounts were recorded on January 1, 2018: $43.3 millionincluded in contract assets on December 31, 2018 were transferred to accounts receivable during the nine months ended September 30, 2019. Contract liabilities relate to payments received in advance of the Company completing its performance under a reduction in inventory of $24.9 million, an increase in accounts payable of $2.6 million, an increasecontract. Contract liabilities are included in other current liabilities of $1.1 million, and a decrease in deferred tax assets of $3.5 million.our balances sheets.

 

In conjunction with the acquisition of CID, the Company issued 150,094 shares of its common stock with a fair value of $3.8 million as part of the purchase price.


 

 

NOTE 5 – Contingencies:

 

The Company is involved in various legal actions and claims arising from the normal course of business. In the opinion of management, the ultimate outcome of these matters willis not expected to have a material impact on the Company’s results of operations, cash flows, or financial position.


 

 

NOTE 6 – Share-Based Compensation:

 

In 2003, the stockholders of the Company approved the 2003 Incentive Stock and Awards Plan (the “2003 Plan”), authorizing the granting of incentive stock options, non-qualified stock options, stock appreciation rights (“SARS”), restricted stock, performance shares and other stock based compensation. This plan expired in May of 2013, at which time, the stockholders of the Company approved the 2013 Incentive Stock and Awards Plan (the “2013 Plan”), authorizing the granting of incentive stock options, non-qualified stock options, SARS,stock appreciation rights (“SARs”), restricted stock, performance shares and other stock based compensation. A total of 5,000,000 shares of common stock (subject to adjustment for expirations and cancellations of options outstanding from the 2003 Plan subsequent to its termination)previous plan) have been reserved for issuance under the 2013 Plan. All options and SARS under both plansSARs have been or will be granted with exercise prices at least equal to the fair market value of the shares on the date of grant. At September 30, 2018,2019, the Company had 3,456,9443,320,743 shares of common stock available for grant of share-based compensation under the 2013 Plan.

 

Share-based compensation is recorded in selling and administrative expense in the consolidated statements of comprehensive income. The following table details the share-based compensation expense by type of award and the total related tax benefit for the periods presented:presented (in thousands):

 

 

Three Months Ended September 30,

  

Nine Months Ended September 30,

  

Three Months Ended September 30,

  

Nine Months Ended September 30,

 
 

(In thousands)

  

(In thousands)

  

2019

  

2018

  

2019

  

2018

 
 

2018

  

2017

  

2018

  

2017

 

Stock options and SARS

 $16  $345  $960  $1,092 
Stock options and SARs $108  $16  $286  $960 

Restricted stock

  140   80   404   243   215   140   612   404 

Performance shares

  221   121   503   319 
Performance shares(1)  (358)  221   99   503 

Total share-based compensation expense

 $377  $546  $1,867  $1,654  $(35) $377  $997  $1,867 
                                

Related income tax benefit

 $44  $29  $229  $197  $67  $44  $192  $229 

(1)

During the three and nine months ended September 30, 2019, the Company reversed $0.5 million of previously recognized expense for certain performance awards after determining that the performance conditions are not expected to be met.

 

Stock options and SARSSARs

 

The Company grants stock options and stock settled SARSstock-settled SARs to employees that allow them to purchase shares of the Company’s common stock. OptionsStock options are also granted to outside members of the Board of Directors of the Company. The Company determines the fair value of stock options and SARSSARs at the date of grant using the Black-Scholes valuation model.

 

OptionsAll stock options and SARSSARs granted prior to August 3, 2018 vested immediately when granted. Awards issued thereafter vest immediately attwo years after the date of grant or after a two-year period.  Awardsdate. Employee awards expire five years after the grant date, of grant with the exception of options grantedand those issued to outside directors which expire ten years after the date of grant.grant date. The Company issues new shares upon the exercise of stock options and SARS.SARs.

 

A summary of stock option transactions during the nine months ended September 30, 20182019 follows:

 

  

No. of

  

Weighted Average

 
  

Shares

  

Exercise Price

 

Outstanding December 31, 2017

  633,877  $13.33 

Granted

  141,630   22.20 

Exercised

  (60,058)  10.08 

Lapsed

  (1,800)  5.88 

Cancelled

  (2,620)  20.05 

Outstanding September 30, 2018

  711,029  $15.36 
          

Weighted Average

     
  

No. of

  

Weighted Average

  

Remaining Life

  

Aggregate

 
  

Shares

  

Exercise Price

  

(in years)

  

Intrinsic Value

 

Outstanding, January 1, 2019

  676,846  $15.70   2.99  $2,230 

Granted(1)

  184,994   17.22         
Exercised  (75,444)  6.71         
Cancelled  (80,005)  17.71         
Outstanding, September 30, 2019  706,391  $16.83   3.20  $984 
Options exercisable, September 30, 2019  497,993  $16.56   2.58  $967 

 

At September 30, 2018, 667,784 options outstanding were fully vested and exercisable, and 43,245 options outstanding have a remaining vesting period of 1.84 years. The aggregate intrinsic value of outstanding options was $3.2 million and weighted-average remaining contractual term was 37 months.

(1)

The weighted average grant date fair value of stock options granted was $3.96 per share.

 


 

Options exercised during the three-month period ended As of September 30, 2018 and 2017 had intrinsic values of $0.1 million and $0.4 million, respectively. Options exercised during the nine-month period ended September 30, 2018 and 2017 had intrinsic values of $0.9 million and $2.7 million, respectively.

During the three-month period ended September 30, 2018, 43,245 options were granted with a fair value of $4.39, but do not vest until August 3, 2020. During the three-month period ended September 30, 2017, 53,970 options were granted with a fair value of $6.40.  The weighted average fair values of the Company’s 141,630 and 155,142 options granted during each of the nine-month periods ending September 30, 2018 and 2017 were $5.93 and $5.56, respectively. As of September 30, 2018,2019, the Company had $0.2$0.4 million in unrecognized compensation related to nonvested grantsstock options to be recognized over the remaining serviceweighted average vesting period of 1.841.3 years.

During the three-month periods ended September 30, 2018 and 2017, respectively, the Company received $0.1 million and $0.4 million in cash from stock option exercises. Additionally, during the three-month periods ended September 30, 2018 and 2017, respectively, the Company received no shares of its common stock as payment of the exercise price in the exercise of stock options. During the nine-month periods ended September 30, 2018 and 2017, respectively, the Company received $0.4 million and $1.2 million in cash from stock option exercises. Additionally, during the nine-month periods ended September 30, 2018 and 2017, the Company received 6,894 and 43,841 shares of its common stock as payment of the exercise price in the exercise of stock options for 26,234 and 113,143 shares. The tax benefit recognized for these exercises during the three-month periods ended September 30, 2018 and 2017 was $0.1 million and $0.1 million, respectively. The tax benefit recognized for these exercises during the nine-month periods ended September 30, 2018 and 2017 was $0.1 million and $0.3 million, respectively.

The following table summarizes information about stock options outstanding as of September 30, 2018:

        

Weighted Average

     

Range of

     

Remaining

  

Weighted Average

 

Exercise Price

 

Shares

  

Contractual Life (Years)

  

Exercise Price

 

$ 3.82

-$ 5.88  89,000  2.86  $5.33 

$ 7.36

-$10.38  126,767  1.55  $7.85 

$16.35

-$18.66  352,232  3.15  $17.49 

$21.63

-$24.28  143,030  4.58  $23.03 
              

$ 3.82

-$24.28  711,029  3.12  $15.36 

 

A summary of stock-settled SARSSARs transactions during the nine months ended September 30, 20182019 follows:

 

  

No. of

  

Weighted Average

 
  

Shares

  

Exercise Price

 

Outstanding December 31, 2017

  146,504  $17.38 

Granted

  48,515   23.59 

Exercised

  (12,125)  17.92 

Lapsed

  -   - 

Cancelled

  -   - 

Outstanding September 30, 2018

  182,894  $18.99 
          

Weighted Average

     
  

No. of

  

Weighted Average

  

Remaining Life

  

Aggregate

 
  

Shares

  

Exercise Price

  

(in years)

  

Intrinsic Value

 

Outstanding, January 1, 2019

  182,894  $18.99   2.61  $89 
Granted(1)  42,841   17.77         

Exercised

  -   -         
Cancelled  (19,035)  19.67         
Outstanding, September 30, 2019  206,700  $18.67   2.29  $- 
Options exercisable, September 30, 2019  168,478  $18.88   1.82  $- 

 

(1)

The weighted average grant date fair value of SARs granted was $3.97 per share.

At

As of September 30, 2018, SARS outstanding, all of which were fully vested and exercisable,2019, the Company had an aggregate intrinsic value of $0.2 million. The weighted-average$0.1 million in unrecognized compensation related to nonvested SARs to be recognized over the remaining contractual term was 34 months.

The weighted average fair valuesvesting period of the Company’s 48,515 and 43,988 SARS granted during the nine-month periods ended September 30, 2018 and 2017 was $6.06 and $4.83, respectively.1.3 years.

 

There were no SARS exercised during the three-month period ended September 30, 2018 and 2017, respectively.


There were 12,125 and 128,062 SARS exercised during the nine-month periods ended September 30, 2018 and 2017, respectively. SARS exercised during the nine-month periods ended September 30, 2018 and 2017 had intrinsic values of $0.1 million and $1.5 million. The tax benefit recognized for these exercises during the nine-month period ended September 30, 2018 and 2017 was $0.1 million and $0.6 million, respectively.

The following table summarizes information about SARS outstanding as of September 30, 2018:

        

Weighted Average

     

Range of

     

Remaining

  

Weighted Average

 

Exercise Price

 

Shares

  

Contractual Life (Years)

  

Exercise Price

 

$16.35

-$18.66  134,379  2.33  $17.33 

$23.59

-$23.59  48,515  4.33  $23.59 
              

$16.35

-$23.59  182,894  2.86  $18.99 

Options and SARS have never been repriced by the Company in any year.

The following table summarizes significant assumptions utilized to determine the fair value of options and SARS.

Three months ended

        

September 30,

 

SARS

  

Options

 
         

Exercise price

        

2018

  N/A  $18.86 

2017

  N/A  $21.63 
         

Market price

        

2018

  N/A  $18.86 

2017

  N/A  $21.63 
         

Risk free interest rate1

        

2018

  N/A   2.7%

2017

  N/A   1.8%
         

Expected award life (years)2

        

2018

  N/A   3 

2017

  N/A   5 
         

Expected volatility3

        

2018

  N/A   35.4%

2017

  N/A   37.2%
         

Expected dividend yield4

        

2018

  N/A   2.1%

2017

  N/A   1.8%


Nine months ended

          

September 30,

 

SARS

  

Options

 
           

Exercise price

          

2018

 $23.59  

 

$18.86-$24.28 

2017

 $16.97  

 

$16.97-$21.63 
           

Market price

          

2018

 $23.59  

 

$18.86-$24.28 

2017

 $16.97  

 

$16.97-$21.63 
           

Risk free interest rate1

          

2018

  2.6%  2.6%-2.9% 

2017

  1.9%  1.8%-2.4% 
           

Expected award life (years)2

          

2018

  3   3-10 

2017

  5   5-10 
           

Expected volatility3

          

2018

  35.4%  35.4%-42.1% 

2017

  36.6%  36.6%-41.4% 
           

Expected dividend yield4

          

2018

  1.6%  1.6%-2.1% 

2017

  2.1%  1.8%-2.1% 

1The risk-free interest rate is based on the yield of a U.S. treasury bond with a similar maturity as the expected life of the awards.

2The expected life in years for awards granted was based on the historical exercise patterns experienced by the Company when the award is made.

3The determination of expected stock price volatility for awards granted in each of the periods ending September 30, 2018 and 2017 was based on historical Superior common stock prices over a period commensurate with the expected life.

4The dividend yield assumption is based on the history and expectation of the Company’s dividend payouts.

Restricted Stock

 

The Company has granted restricted stock to directors and certain employees under the terms of the 2013 Plan which vest at a specified future date, generally after three years, or when certain conditions are met. The shares are subject to accelerated vesting under certain circumstances as outlined in the 2013 Plan. Expense for each of these grants is based on the fair value at the date of the grant and is being recognized on a straight-line basis over the respective service period.

A summary of restricted stock transactions during the nine months ended September 30, 2019 follows:

      

Weighted Average

 
  

No. of

  

Grant Date

 
  

Shares

  

Fair Value

 

Outstanding, January 1, 2019

  92,032  $19.46 
Granted  48,829   17.41 

Vested

  -   - 

Cancelled

  -   - 
Outstanding, September 30, 2019  140,861  $18.75 

As of September 30, 2018,2019, the Company had $0.9$1.3 million of unrecognized compensation cost related to nonvested restricted stock grants expected to be recognized over the remaining weighted average servicevesting period of 1.581.6 years.

A summary of restricted stock transactions during the nine months ended September 30, 2018 follows:

      

Weighted Average

 
  

No. of

  

Grant Date

 
  

Shares

  

Fair Value

 

Outstanding December 31, 2017

  61,378  $17.89 

Granted

  24,908   23.56 

Vested

  -   - 

Forfeited

  -   - 

Outstanding September 30, 2018

  86,286  $19.52 


Performance Shares

 

In the nine months ended September 30, 2018, the Compensation Committee of the Board of Directors approved grants of performance shares under the terms of the 2013 Plan.  Under the terms of the grants, certain employees received service-based or service-based and performance-based shares, to which we collectively refer to as performance shares. The service-based awards vest after the service period is met, which is generally three to five years. Expense for these grants is based on the fair value on the date of the grant and is being recognized on a straight-line basis over the respective service period. The performance-based shares generally vest after five years if the performance and service targets are met. The Company evaluates the performance conditions associated with these grants each reporting period to determine the expected number of shares to be issued. Based upon this evaluation,During the three and nine months ended September 30, 2019, the Company reversed $0.5 million of previously recognized expense for certain awards after determining that the performance conditions are not expected expensesto be met. Expenses for these grants are based on the fair value on the date of the grant andperformance shares are being recognized on a straight-line basis over the respective service period.period based on the grant date fair value and expected number of shares to be issued. The sharesawards are subject to accelerated vesting under certain circumstances as outlined in the 2013 Plan.

A summary of performance share transactions during the nine months ended September 30, 2019 follows:

      

Weighted Average

 
  

No. of

  

Grant Date

 
  

Shares

  

Fair Value

 

Outstanding, January 1, 2019

  194,378  $20.08 
Granted  14,068   17.77 

Vested

  -   - 
Cancelled  (14,434)  22.03 
Outstanding, September 30, 2019  194,012  $19.77 

As of September 30, 2018,2019, the Company had $2.9$1.5 million of unrecognized compensation cost related to nonvested performance share grants expected to be recognized over the remaining weighted average service period of 2.932.1 years.

 

A summary of performance share transactions during the nine months ended September 30, 2018 follows:

      

Weighted Average

 
  

No. of

  

Grant Date

 
  

Shares

  

Fair Value

 

Outstanding December 31, 2017

  118,492  $17.84 

Granted

  84,838   24.56 

Vested

  -   - 

Forfeited

  (8,952)  24.98 

Outstanding September 30, 2018

  194,378  $20.08 

 

 

NOTE 7Earnings Per Share:Income Taxes:

 

HistoricalThe 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.

In addition, the effect of changes in enacted tax laws or rates, tax status, or judgment on the attainment of beginning-of-the-year deferred taxes in future years is recognized in the interim period in which the change occurs.

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, more experience is acquired, additional information is obtained or the tax environment changes. To the extent that the estimated annual effective tax rate changes during a quarter, the effect of the change on prior quarters is included in tax expense for the current quarter.

For the three months ended September 30, 2019, the Company recorded a provision for income taxes of $0.7 million, which represents an effective tax rate of 15.3%. For the three months ended September 30, 2018, the Company recorded a provision for income taxes of $1.2 million, which represents an effective tax rate of 15.9%. For the nine months ended September 30, 2019, the Company recorded a provision for income taxes of $2.2 million, which represents an effective tax rate of 19.4%. For the nine months ended September 30, 2018, the Company recorded a provision for income taxes of $3.3 million, which represents an effective tax rate of 21.1%. The decreases in the effective tax rates were primarily due to a reduction in non-deductible acquisition expense and a decrease in the Global Intangible Low Tax Income (“GILTI”) tax, partially offset by the impact of lower contingent liability adjustments.

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

  

Three Months Ended September 30,

  

Nine Months Ended September 30,

 
  

2019

  

2018

  

2019

  

2018

 

Statutory Federal income tax rate

  21.0%  21.0%  21.0%  21.0%
State and local income taxes, net of Federal income tax benefit  4.0%  3.8%  4.0%  4.1%
Taxes attributable to foreign income  (8.6%)  (6.8%)  (6.0%)  (5.8%)
GILTI tax  2.9%  3.7%  2.2%  3.7%
Contingent liability adjustments  (1.9%)  (2.7%)  (0.8%)  (1.9%)
Compensation related  0.3%  1.6%  0.2%  1.4%
Non-deductible acquisition expense  -   1.9%  -   1.8%
Federal tax credits  (0.7%)  -   (0.7%)  (0.5%)
Other  (1.7%)  (6.6%)  (0.5%)  (2.7%)

Effective income tax rate

  15.3%  15.9%  19.4%  21.1%


NOTE 8Net Income Per Share:

The Company’s basic net income per share data is computed based on the weighted average number of shares outstanding. Historical dilutedof common stock outstanding for the period. Diluted net income per share data is reconciled by adding to weighted average shares outstandingincludes the dilutive impacteffect of the exercise ofCompany’s outstanding stock options, stock appreciation rights, unvested shares of restricted stock and unvested performance shares.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 three and nine months ended September 30, 2019 and 2018:

 

  

Three Months Ended September 30,

  

Nine Months Ended September 30,

 
  

2018

  

2017

  

2018

  

2017

 

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

 $6,122  $4,962  $12,389  $13,138 
                 

Weighted average shares outstanding - basic

  15,010,660   14,573,813   14,929,513   14,475,311 

Common stock equivalents

  489,234   655,909   576,129   591,305 

Weighted average shares outstanding - diluted

  15,499,894   15,229,722   15,505,642   15,066,616 

Per Share Data:

                

Basic

                

Net earnings

 $0.41  $0.34  $0.83  $0.91 

Diluted

                

Net earnings

 $0.39  $0.33  $0.80  $0.87 
  

Three Months Ended September 30,

  

Nine Months Ended September 30,

 
  

2019

  

2018

  

2019

  

2018

 
Net income used in the computation of basic and diluted net income per share (in thousands) $3,921  $6,122  $9,078  $12,389 
                 
Weighted average shares outstanding - basic  14,947,552   15,010,660   14,942,565   14,929,513 
Dilutive common stock equivalents  319,298   489,234   329,722   576,129 

Weighted average shares outstanding - diluted

  15,266,850   15,499,894   15,272,287   15,505,642 

Net income per share:

                
Basic $0.26  $0.41  $0.61  $0.83 
Diluted $0.26  $0.39  $0.59  $0.80 

 

Awards to purchase approximately 568,471 and 192,000 shares of common stock with a weighted average priceexercise prices of $19.02 and $23.17 per share were outstanding during the three-month period endingthree months ended September 30, 2019 and 2018, respectively, but were not included in the computation of diluted EPS because the awards’ exercise prices were greater than the average market price of the common shares. There were no such awards outstanding during the three-month period ending September 30, 2017.

 

Awards to purchase approximately 192,000408,854 and 50,000192,000 shares of common stock with weighted average exercise prices of $23.17$20.07 and $18.65$23.17 per share were outstanding during the nine-month periods endingnine months ended September 30, 20182019 and 2017,2018, respectively, but were not included in the computation of diluted EPS because the awards’ exercise prices were greater than the average market price of the common shares.

 

 


NOTE 89 Operating Segment Information:

 

The Company classifies its businesses into three operating segments based on the types of products and services provided. The Uniforms and Related Products segment consists of the salesales to customers of uniforms and related items. The Remote Staffing Solutions segment consists of sales of staffing solutions. The Promotional Products segment consists of sales to customers of promotional products and other branded merchandise.

 

The Company evaluates the performance of each operating segment based on several factors of which the primary financial measures are operating segment net sales and income before taxes on income. The accounting policies of the operating segments are the same as those described in Note 1 entitled Summary of Significant Interim Accounting Policies. Amounts for corporate expenses are included in the totals for the Uniforms and Related Products segment. InformationTo better reflect the way in which management now reviews the Company’s operating results, in the third quarter of 2019, the Company changed the composition of total assets for each reportable segment to exclude intercompany balances. This change has been made to all periods presented within this Quarterly Report on Form 10-Q. 

The following tables set forth financial information related to the operations of the Company's operating segments is set forth below.(in thousands):

As of and For the Three

Months Ended

September 30, 2019

 

Uniforms and Related

Products

  

Remote

Staffing

Solutions

  

Promotional

Products

  

Intersegment

Eliminations

  

Total

 
Net sales $54,979  $9,305  $26,460  $(1,278) $89,466 
Cost of goods sold  35,263   3,542   19,627   (417)  58,015 
Gross margin  19,716   5,763   6,833   (861)  31,451 
Selling and administrative expenses  17,688   3,488   4,945   (861)  25,260 
Other periodic pension cost  476   -   -   -   476 
Interest expense  768   -   317   -   1,085 
Income before taxes on income $784  $2,275  $1,571  $-  $4,630 
                     
Depreciation and amortization $1,537  $240  $351  $-  $2,128 
Capital expenditures $1,038  $276  $131  $-  $1,445 
Total assets $254,053  $22,289  $73,043  $-  $349,385 

As of and For the Three

Months Ended

September 30, 2018

 

Uniforms and Related

Products

  

Remote

Staffing

Solutions

  

Promotional

Products

  

Intersegment

Eliminations

  

Total

 

Net sales

 $69,776  $7,934  $19,186  $(1,026) $95,870 

Cost of goods sold

  45,225   3,346   13,859   (360)  62,070 

Gross margin

  24,551   4,588   5,327   (666)  33,800 

Selling and administrative expenses

  18,731   2,856   4,561   (666)  25,482 

Other periodic pension cost

  96   -   -   -   96 

Interest expense

  593   -   347   -   940 

Income before taxes on income

 $5,131  $1,732  $419  $-  $7,282 
                     

Depreciation and amortization

 $1,510  $241  $348  $-  $2,099 

Capital expenditures

 $885  $445  $137  $-  $1,467 
Total assets(1) $259,700  $18,414  $56,916  $-  $335,030 

(1)

Intercompany balances that were previously included in total assets for each reportable segment have been excluded.


As of and For the Nine

Months Ended

September 30, 2019

 

Uniforms and

Related

Products

  

Remote

Staffing

Solutions

  

Promotional

Products

  

Intersegment

Eliminations

  

Total

 
Net sales $174,403  $26,897  $70,563  $(3,575) $268,288 
Cost of goods sold  112,561   10,926   51,960   (1,221)  174,226 
Gross margin  61,842   15,971   18,603   (2,354)  94,062 
Selling and administrative expenses  54,644   10,055   15,663   (2,354)  78,008 
Other periodic pension cost  1,282   -   -   -   1,282 
Interest expense  2,609   -   905   -   3,514 
Income before taxes on income $3,307  $5,916  $2,035  $-  $11,258 
                     
Depreciation and amortization $4,607  $745  $987  $-  $6,339 
Capital expenditures $5,193  $881  $350  $-  $6,424 
Total assets $254,053  $22,289  $73,043  $-  $349,385 

As of and For the Nine

Months Ended

September 30, 2018

 

Uniforms and

Related

Products

  

Remote

Staffing

Solutions

  

Promotional

Products

  

Intersegment

Eliminations

  

Total

 

Net sales

 $174,304  $23,234  $56,876  $(3,065) $251,349 

Cost of goods sold

  113,036   9,839   41,579   (1,058)  163,396 

Gross margin

  61,268   13,395   15,297   (2,007)  87,953 

Selling and administrative expenses

  50,269   8,146   13,583   (2,007)  69,991 

Other periodic pension cost

  289   -   -   -   289 

Interest expense

  1,147   -   827   -   1,974 

Income before taxes on income

 $9,563  $5,249  $887  $-  $15,699 
                     

Depreciation and amortization

 $4,024  $731  $990  $-  $5,745 

Capital expenditures

 $2,278  $1,264  $339  $-  $3,881 
Total assets(1) $259,700  $18,414  $56,916  $-  $335,030 

(1)

Intercompany balances that were previously included in total assets for each reportable segment have been excluded.

 


 

NOTE 10 – Leases:

The Company primarily leases factories, warehouses, call centers, office space and equipment for various terms under long-term, non-cancelable operating lease agreements. A right-of-use asset represents the Company’s right to use an underlying asset for the lease term and a lease liability represents the Company’s obligation to make lease payments arising from the lease. These leases generally have expected lease terms of one to eight years. In the normal course of business, it is expected that these leases will be renewed or replaced by leases on other properties. Options to renew lease terms are included in determining the right-of-use asset and lease liability when it is reasonably certain that the Company will exercise that option. Certain of the lease agreements include rental payments adjusted periodically for inflation and generally require the Company to pay real estate taxes, insurance, and repairs. The Company’s lease agreements generally do not contain any material residual value guarantees or material restrictive covenants. As of September 30, 2019, the Company had recognized $4.0 million of operating lease obligation ($1.4 million in other current liabilities and $2.6 million in long-term operating lease liabilities), which represents the present value of the remaining lease payments, and $4.6 million of operating lease right-of-use assets, which represents the lease liability of $4.0 million adjusted for prepaid rent of $0.6 million. The depreciable-life of right-of-use assets is generally limited by the expected lease term. The Company does not have any material leases, individually or in the aggregate, classified as a finance leasing arrangement.

The components of lease cost were as follows (in thousands):

(In thousands)

                    
  

Uniforms and

Related

Products

  

Remote

Staffing

Solutions

  

Promotional

Products

  

Intersegment

Eliminations

  

Total

 

As of and For the Three Months Ended

                    

September 30, 2018

                    

Net sales

 $69,776  $7,934  $19,186  $(1,026) $95,870 
                     

Gross margin

 $24,551  $4,588  $5,327  $(666) $33,800 
                     

Selling and administrative expenses

  18,731   2,856   4,561   (666)  25,482 
                     

Other periodic pension cost

  96               96 
                     

Interest expense

  593   -   347   -   940 
                     

Income before taxes on income

 $5,131  $1,732  $419  $-  $7,282 
                     

Depreciation and amortization

 $1,510  $241  $348  $-  $2,099 
                     

Capital expenditures

 $885  $445  $137  $-  $1,467 
                     

Total assets

 $321,861  $27,626  $57,610  $(72,067) $335,030 
  

Three Months Ended

September 30, 2019

  

Nine Months Ended September 30, 2019

 
Operating lease costs $380  $1,103 

Short-term lease costs

  51   255 

Total lease costs, included in selling and administrative expenses

 $431  $1,358 

 

Cash flow and noncash information related to our operating leases were as follows (in thousands):

  

Uniforms and

Related

Products

  

Remote

Staffing

Solutions

  

Promotional

Products

  

Intersegment

Eliminations

  

Total

 

As of and For the Three Months Ended

                    

September 30, 2017

                    

Net sales

 $51,854  $6,036  $10,810  $(927) $67,773 
                     

Gross margin

  18,640   3,267   3,482   (600)  24,789 
                     

Selling and administrative expenses

  13,007   2,023   2,956   (600)  17,386 
                     

Other periodic pension cost

  348   -   -   -   348 
                     

Interest expense

  100   -   113   -   213 
                     

Income before taxes on income

 $5,185  $1,244  $413  $-  $6,842 
                     

Depreciation and amortization

 $1,044  $200  $122  $-  $1,366 
                     

Capital expenditures

 $246  $178  $90  $-  $514 
                     

Total assets

 $177,103  $20,618  $34,945  $(27,341) $205,325 
  

Nine Months Ended September 30, 2019

 
Operating cash flows – cash paid for operating lease liabilities $958 

Non-cash – Operating lease ROU assets obtained in exchange for new lease liabilities

 $729 

Other supplemental information related to our operating leases was as follows:

September 30,

2019

Weighted-average remaining lease term (in years)

3.6
Weighted average discount rate5.67%

Maturities of operating lease liabilities as of September 30, 2019 were as follows (in thousands):

  

Operating

 
  

Leases

 
Remainder of 2019 $356 

2020

  1,377 
2021  1,054 
2022  859 
2023  632 
Thereafter  120 

Total lease payments

  4,398 
Less imputed interest  425 

Present value of lease liabilities

 $3,973 

 


 

(In thousands)

                    
  

Uniforms and

Related

Products

  

Remote

Staffing

Solutions

  

Promotional

Products

  

Intersegment

Eliminations

  

Total

 

As of and For the Nine Months Ended

                    

September 30, 2018

                    

Net sales

 $174,304  $23,234  $56,876  $(3,065) $251,349 
                     

Gross margin

 $61,268  $13,395  $15,297  $(2,007) $87,953 
                     

Selling and administrative expenses

  50,269   8,146   13,583   (2,007)  69,991 
                     

Other periodic pension cost

  289   -   -   -   289 
                     

Interest expense

  1,147   -   827       1,974 
                     

Income before taxes on income

 $9,563  $5,249  $887  $-  $15,699 
                     

Depreciation and amortization

 $4,024  $731  $990  $-  $5,745 
                     

Capital expenditures

 $2,278  $1,264  $339  $-  $3,881 
                     

Total assets

 $321,861  $27,626  $57,610  $(72,067) $335,030 

  

Uniforms and

Related

Products

  

Remote

Staffing

Solutions

  

Promotional

Products

  

Intersegment

Eliminations

  

Total

 

As of and For the Nine Months Ended

                    

September 30, 2017

                    

Net sales

 $152,297  $16,261  $28,602  $(2,795) $194,365 
                     

Gross margin

  53,795   8,819   9,581   (1,817)  70,378 
                     

Selling and administrative expenses

  39,681   5,489   8,456   (1,817)  51,809 
                     

Other periodic pension cost

  1,046   -   -   -   1,046 
                     

Gain (loss) on sale of property, plant and equipment

  (2)  1,020   -   -   1,018 
                     

Interest expense

  311   -   282   -   593 
                     

Income before taxes on income

 $12,755  $4,350  $843  $-  $17,948 
                     

Depreciation and amortization

 $3,143  $585  $353  $-  $4,081 
                     

Capital expenditures

 $1,890  $485  $143  $-  $2,518 
                     

Total assets

 $177,103  $20,618  $34,945  $(27,341) $205,325 


NOTE 911 – Acquisition of Businesses:Businesses:

CID Resources

 

On May 2, 2018, the Company entered into a Stock Purchase Agreement (the “Purchase Agreement”) withacquired CID Resources, Inc., a Delaware corporation (“CID”), CID Resources Holdings LLC, a Delaware limited liability company (the “Seller”), and certain of the equityholders of the Seller (such signatories, the “Equityholders”). Pursuant to the Purchase Agreement, the Company acquired all of the issued and outstanding common stock and Series A preferred stock of CID effective as of May 2, 2018. CID, headquartered in Coppell, Texas,which manufactures medical uniforms, lab coats, and layers, and sells its products to specialty uniform retailers, ecommerce medical uniform retailers, and other retailers.

 

The purchase price in the acquisition consistsconsisted of the following: (a) approximately $84.4 million in cash subject to adjustment for cash on hand, indebtedness, unpaid Seller expenses and working capital (excluding cash), in each case as of theat closing, date, and (b) the issuance of 150,094 shares of the Company’s common stock to an Equityholder (the “Buyer Shares”). Theequity holder of CID, and (c) $2.5 million in cash as a result of the cash and working capital adjustment was based on the difference between working capital as of the closing date and a target amount of approximately $39.5 million.adjustment.

 

Fair Value of Consideration Transferred

 

A summary

A Summary of the purchase price is as follows (in thousands):

 

Cash consideration at closing

 $84,430 

Superior common stock issued

  3,763 

Cash and working capital adjustment

  2,521 

Total Consideration

 $90,714 

 

Assets Acquired and Liabilities Assumed

 

The total purchase price was allocated to the tangible and intangible assets and liabilities of CID based on their estimated fair values as of May 2, 2018. The excess of the purchase price over the estimated fair values of the assets acquired and liabilities assumed was allocated to goodwill.

 

The following table presents the allocation of the total fair value of consideration transferred, as shown above, to the acquired tangible and intangible assets and liabilities of CID based on their estimated fair values as of the effective date of the transaction.

The assets and liabilities of CID shown below are based on our preliminary estimates of their acquisition date fair values. Our final fair value determination may be different than those shown below.


The following is our preliminary assignment of the aggregate considerationtransaction (in thousands):

 

Cash

 $1,360  $1,360 
    

Accounts receivable

  9,657   9,657 
    

Prepaid expenses and other current assets

  1,248   1,248 
    

Inventories

  30,692   28,895 
    

Property, plant and equipment

  1,134   1,134 
    

Contract assets

  2,535   2,535 
    

Identifiable intangible assets

  41,020   41,020 
    

Goodwill

  17,968   20,323 
    

Total assets

 $105,614  $106,172 
    

Accounts payable

  4,472 
    

Accounts payables

  5,030 

Deferred tax liability

  9,461   9,461 
    

Other current liabilities

  967   967 
    

Total liabilities

 $14,900  $15,458 

The amounts in the table above are reflective of measurement period adjustments made during the second quarter of 2019, which included an increase of $2.4 million to goodwill, a decrease of $1.8 million to inventory, and an increase of $0.6 million to accounts payable. The measurement period adjustments did not have a significant impact on the Company’s statements of operations or cash flows. The Company finalized the purchase price allocation of CID during the second quarter of 2019.

 

The Company recorded $41.0 million in identifiable intangibles at fair value, consisting of $26.0 million in acquired customer relationships, $0.8 million infor a non-compete agreementsagreement and $14.2 million for the brand name.

Goodwill was calculated as the difference between the fair value of the consideration and the values assigned to the assets acquired and liabilities assumed. This goodwill will not be deductible for tax purposes.

The intangible assets associated with the customer relationships are being amortized for fifteen years beginning on May 2, 2018 and the non-compete agreement is being amortized for five years. The trade name is considered an indefinite-life asset and as such is not being amortized.

The Company recognized amortization expense on these acquired intangible assets of $0.5 million for each of the three-month periodthree months ended September 30, 2019 and 2018. The Company recognized amortization expense on these acquired intangible assets of $1.4 million and $0.8 million for the nine-month periodnine months ended September 30, 2018.2019 and 2018, respectively.

Goodwill was calculated as the difference between the fair value of the consideration transferred and the values assigned to the assets acquired and liabilities assumed. This goodwill will not be deductible for tax purposes.


 

On a pro forma basis as if the results of this acquisition had been included in our consolidated results for the entire nine months ended September 30, 2018, net sales would have increased by approximately $22.3 million. Netmillion and net income would have increased by approximately $2.6 million, in 2018, or $0.17 per share.

 

On a pro forma basis as if the resultsOther Acquisitions of this acquisition had been included in our consolidated results for the three months ended September 30, 2017 net sales would have increased approximately $17.6 million. Net income would have increased $1.5 million in 2017, or $0.10 per share.Businesses

 

On a pro forma basis as if the results of this acquisition had been included in our consolidated results for the nine months ended September 30, 2017 net sales would have increased approximately $48.4 million. Net income would have increased $1.3 million in 2017, or $0.09 per share.

BAMKO

. On March 8, 2016, the Company closed on the acquisition of substantially all of the assets of BAMKO, Inc. The transaction had an effective date of March 1, 2016. The purchase price for the asset acquisition consisted of approximately $15.2 million in cash, net of cash acquired, the issuance of approximately 324,000 restricted shares of Superior’s common stock that vests over a five-year period, potential future payment of approximately $5.5 million in additional contingent consideration through 2021, and the assumption of certain liabilities of BAMKO, Inc.  The transaction also included the acquisition of BAMKO, Inc.’s subsidiaries in Hong Kong, China, Brazil and England as well as an affiliate in India.


Fair Value of Consideration Transferred

A summary of the purchase price is as follows (in thousands):

 
     

Cash consideration at closing, net of cash acquired

 $15,161 
     

Restricted shares of Superior common stock issued

  4,558 
     

Contingent consideration

  5,205 
     

Total Consideration

 $24,924 

Assets Acquired BAMKO is a promotional products, merchandise, and Liabilities Assumed

packaging company that serves the world’s most prominent brands. The total purchase price was allocated to the acquired tangible and intangible assets and assumed liabilitiesincluded a potential future payment of BAMKO, Inc. based on their estimated fair values as of March 1, 2016. The excess of the purchase price over the estimated fair values of the assets acquired and liabilities assumed was allocated to goodwill.

The following table presents the allocation of the total fair value of consideration transferred, as shown above, to the acquired tangible and intangible assets and assumed liabilities of BAMKO, Inc. based on their fair values as of the effective date of the transaction.

The following is our assignment of the aggregate consideration (in thousands):

Accounts receivable

 $4,885 
     

Prepaid expenses and other current assets

  3,200 
     

Inventories

  236 
     

Property, plant and equipment

  199 
     

Other assets

  100 
     

Identifiable intangible assets

  11,360 
     

Goodwill

  6,994 
     

Total assets

 $26,974 
     

Accounts payable

  1,314 
     

Other current liabilities

  736 
     

Total liabilities

 $2,050 

The Company recorded $11.4approximately $5.5 million in identifiable intangibles at fair value, consisting of $2.1 million in acquired customer relationships, $0.4 million in non-compete agreements from the former owners of BAMKO, Inc., and $8.9 million for the acquired trade name.

additional contingent consideration through 2021. The estimated fair value for acquisition-related contingent consideration payable was $3.7$3.1 million as of September 30, 2018.2019. The current portion of $0.8$1.1 million is expected to be paid in the second quarter of 2019.2020. The Company will continue to evaluate this liability for remeasurement at the end of each reporting period and any change will be recorded in the Company’s consolidated statementstatements of comprehensive income. The carrying amount of the liability may fluctuate significantly and actual amounts paid may be materially different from the estimated value of the liability.


Goodwill was calculated as the difference between the fair value of the consideration and the values assigned to the assets acquired and liabilities assumed.

 

The intangible assets associated with the customer relationships are being amortized for seven years beginning on March 1, 2016 and the non-compete agreement is being amortized for five years and ten months. The trade name is considered an indefinite-life asset and as such is not being amortized.

The Company recognized amortization expense on these acquired intangible assets of $0.1 million for the each of three-month periods ended September 30, 2018 and 2017 and $0.3 million for each of the nine-month periods ended September 30, 2018 and 2017.

Public Identity

. On August 21, 2017, BAMKO acquired substantially all of the assets and assumed certain liabilities of PublicIdentity, Inc. (“Public Identity”) of Los Angeles, CA. Public Identity is a promotional products and branded merchandise agency that provides innovative, high quality merchandise and promotional products to corporate clients and universities across the country.

The purchase price for the acquisition consisted of $0.8 million in cash, the issuance of approximately 54,000 restricted shares of Superior’s common stock andincluded future payments of approximately $0.4 million in additional consideration through 2020. The majority of the shares issued vest over a three-year period. Theestimated fair value for acquisition-related consideration payable was $0.1 million as of the consideration transferred is approximately $2.3 million. Based upon their acquisition date fair values, we have assigned approximately $1.7 million to identifiable intangible assets and approximately $0.6 million to goodwill.September 30, 2019.

 

Tangerine Promotions

.

On November 30, 2017, BAMKO closed on the acquisition ofacquired substantially all of the assets of Tangerine Promotions, Ltd and Tangerine Promotions West, Inc (collectively “Tangerine”). The transaction had an effective date of December 1, 2017. Tangerine is a promotional products and branded merchandise agency that serves many well-known brands. The companybrands, and is one of the leading providers of Point-of-Purchase (POP) and Point-of-Sale (POS) merchandise in the country. The purchase price for the asset acquisition consisted of approximately $7.2 million in cash, subject to adjustment, the issuance of approximately 83,000 restricted shares of Superior’s common stock that vests over a four-year period, theincluded potential future payments of approximately $5.5$3.2 million in additional contingent consideration through 2021, and the assumption of certain liabilities.

Fair Value of Consideration Transferred

A Summary of the purchase price is as follows (in thousands):

 
     

Cash consideration at closing

 $7,222 
     

Restricted shares of Superior common stock issued

  1,657 
     

Contingent consideration

  3,209 
     

Total Consideration

 $12,088 

Assets Acquired and Liabilities Assumed

The total purchase price was allocated to the acquired tangible and intangible assets and assumed liabilities of Tangerine based on their estimated fair values as of December 1, 2017. The excess of the purchase price over the estimated fair values of the assets acquired and liabilities assumed was allocated to goodwill.


The following table presents the allocation of the total fair value of consideration transferred, as shown above, to the acquired tangible and intangible assets and assumed liabilities of Tangerine based on their estimated fair values as of the effective date of the transaction.

The following is our assignment of the aggregate consideration (in thousands):

Accounts receivable

 $5,051 
     

Prepaid expenses and other current assets

  969 
     

Property, plant and equipment

  131 
     

Identifiable intangible assets

  6,495 
     

Goodwill

  4,169 
     

Total assets

 $16,815 
     

Accounts payables

  3,374 
     

Other current liabilities

  1,353 
     

Total liabilities

 $4,727 

The Company recorded $6.5 million in identifiable intangibles at fair value, consisting of $3.1 million in acquired customer relationships, $0.2 million in non-compete agreements from the former owners of Tangerine, and $3.2 million for the acquired trade name.

2021. The estimated fair value for acquisition-related contingent consideration payable is $2.4was $2.0 million as of September 30, 2018. We currently do not expect2019. The current portion of $0.3 million is expected to make a paymentbe paid in the second quarter of 2019.2020. The Company will continue to evaluate this liability for remeasurement at the end of each reporting period and any change will be recorded in the Company’s consolidated statementstatements of comprehensive income. The carrying amount of the liability may fluctuate significantly and actual amounts paid may be materially different from the estimated value of the liability.

Goodwill was calculated as the difference between the fair value of the consideration and the values assigned to the assets acquired and liabilities assumed.

The intangible assets associated with the customer relationships will be amortized for seven years beginning on December 1, 2017 and the non-compete agreement will be amortized for seven years. The trade name is considered an indefinite-life asset and as such will not be amortized.

The Company recognized amortization expense on these acquired intangible assets of $0.1 million for the three-month period ended September 30, 2018, and $0.4 million for the nine-month period ended September 30, 2018.

On a pro forma basis as if the results of this acquisition had been included in our consolidated results for the three months ended September 30, 2017 net sales would have increased approximately $9.3 million. Net income would have increased $0.2 million in 2017, or $0.1 per share.

On a pro forma basis as if the results of this acquisition had been included in our consolidated results for the nine months ended September 30, 2017 net sales would have increased approximately $28.3 million. Net income would have decreased $0.6 million in 2017, or $0.4 per share.

 


ITEM 2. Management'sManagement’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 Condensed 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, 2018.

Disclosure 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, (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, competition; general economic conditions, including employment levels, in the areas of the United States in which the Company’s customers are located; changes in the healthcare, industrial, commercial, leisure and public safety industries where uniforms and service apparel are worn; our ability to identify suitable acquisition targets, successfully integrate any acquired businesses, successfully manage our expanding operations, or failure to discover liabilities associated with such businesses during the diligence process; the price and availability of cotton and other manufacturing materials; attracting and retaining senior management and key personnel and other factors described in the Company’s filings with the Securities and Exchange Commission, including those described in the “Risk Factors” section of our Annual Report on Form 10-K for the fiscal year ended December 31, 2017 and the “Risk Factors” section herin2018. 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.

 

Critical Accounting Policies

Our significant accounting policies are described in Note 1 to the consolidated financial statements included in the Company's Annual Report on Form 10-K for the year ended December 31, 2017 and updated in Note 1 of this Form 10-Q for recently adopted accounting standards. Our discussion and analysis of financial condition and results of operations is based upon our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of the financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues, expenses, and related disclosure of contingent assets and liabilities. On an on-going basis, we evaluate the estimates that we have made. These estimates are based upon our historical experience and on various other assumptions that we believe to be reasonable under the circumstances. Our actual results may differ from these estimates under different assumptions or conditions.

Our critical accounting estimates are those that we believe require our most significant judgments about the effect of matters that are inherently uncertain. A discussion of our critical accounting estimates, the underlying judgments and uncertainties used to make them and the likelihood that materially different estimates would be reported under different conditions or using different assumptions is as follows:

Allowance for Losses on Accounts Receivable

Judgments and estimates are used in determining the collectability of accounts receivable. The Company analyzes specific accounts receivable and historical bad debt experience, customer credit worthiness, current economic trends and the age of outstanding balances when evaluating the adequacy of the allowance for doubtful accounts. Management judgments and estimates are used in connection with establishing the allowance in any accounting period. Changes in estimates are reflected in the period they become known. If the financial condition of the Company’s customers were to deteriorate, resulting in an impairment of their ability to make payments, additional allowances may be required. An additional impairment in value of one percent of net accounts receivable would require an increase in the allowance for doubtful accounts and would result in additional expense of approximately $0.7 million.


Inventories

The Company’s Uniforms and Related Products segment markets itself to its customers as a “stock house”. Therefore, Superior at all times carries substantial inventories of raw materials (principally piece goods) and finished garments. Inventories are stated at the lower of cost or market value. Judgments and estimates are used in determining the likelihood that new goods on hand can be sold to customers. Historical inventory usage and current revenue trends are considered in estimating both excess and obsolete inventories. If actual product demand and market conditions are less favorable than those projected by management, additional inventory write-downs may be required, which may be material.

Contract Assets

A contract asset is an enforceable right to payment for goods or services transferred to a customer if the right to payment is conditional on something other than the passage of time. In accordance with ASC 606, the Company recognizes contract assets for goods with no alternative use and the Company has an enforceable right to payment for performance completed to date.

Goodwill

Goodwill represents the excess of the cost of an acquisition over the fair value of the net assets acquired. The Company tests goodwill for impairment annually as of December 31st and/or when an event occurs or circumstances change such that it is more likely than not that impairment may exist. Examples of such events and circumstances that the Company would consider include the following:

macroeconomic conditions such as deterioration in general economic conditions, limitations on accessing capital, or other developments in equity and credit markets;

industry and market considerations such as a deterioration in the environment in which the Company operates, an increased competitive environment, a decline in market-dependent multiples or metrics (considered in both absolute terms and relative to peers), a change in the market for the Company's products or services, or a regulatory or political development;

cost factors such as increases in raw materials, labor, or other costs that have a negative effect on earnings and cash flows;

overall financial performance such as negative or declining cash flows or a decline in actual or planned revenue or earnings compared with actual and projected results of relevant prior periods;

other relevant entity-specific events such as changes in management, key personnel, strategy, or customers. 

Goodwill is tested at a level of reporting referred to as the “reporting unit." The Company's reporting units are defined as each of its three reporting segments. As of September 30, 2018, goodwill of $22.1 million was included in the Uniforms and Related Products segment and $11.7 million was included in the Promotional Products segment. $18.0 million in goodwill is attributed to the CID acquisition and is not deductible for tax purposes.

An entity has the option to first assess qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more likely than not (that is, a likelihood of more than 50%) that the fair value of a reporting unit is less than its carrying amount. If, after assessing the totality of events or circumstances, an entity determines it is not more likely than not that the fair value of a reporting unit is less than its carrying amount, then performing the impairment test is unnecessary. The Company completed its assessment of the qualitative factors as of December 31, 2017 and determined that it was not more likely than not that the fair value of the reporting unit was less than its carrying value.

Insurance

The Company self-insures for certain obligations related to health insurance programs. The Company also purchases stop-loss insurance policies to protect itself from catastrophic losses. Judgments and estimates are used in determining the potential value associated with both reported claims and for losses that have occurred, but have not been reported. The Company's estimates consider historical claim experience and other factors. The Company's liabilities are based on estimates, and, while the Company believes that the accrual for loss is adequate, the ultimate liability may be in excess of or less than the amounts recorded. Changes in claim experience, the Company's ability to settle claims or other estimates and judgments used by management could have a material impact on the amount and timing of expense for any period.


Pensions 

The Company is the sponsor of two noncontributory qualified defined benefit pension plans, providing for normal retirement at age 65, covering all eligible employees (as defined). Periodic benefit payments on retirement are determined based on a fixed amount applied to service or determined as a percentage of earnings prior to retirement. The Company is also the sponsor of an unfunded supplemental executive retirement plan (SERP) in which several of its employees are participants. Pension plan assets for retirement benefits consist primarily of fixed income securities and common stock equities. Effective June 30, 2013, the Company no longer accrues additional benefits for future service or for future increases in compensation levels for the Company’s primary defined benefit pension plan. Effective December 31, 2014, the Company no longer accrues additional benefits for future service for the Company’s hourly defined benefit plan.

The Company’s pension obligations are determined using estimates including those related to discount rates and asset values. The discount rates used for the Company’s pension plans were determined based on the Citigroup Pension Yield Curve.  This rate was selected as the best estimate of the rate at which the benefit obligations could be effectively settled on the measurement date taking into account the nature and duration of the benefit obligations of the plans using high-quality fixed-income investments currently available (rated AA or better) and expected to be available during the period to maturity of the benefits. The 8% expected return on plan assets was determined based on historical long-term investment returns as well as future expectations given target investment asset allocations and current economic conditions.

Income Taxes

The Company is required to estimate and record income taxes payable for federal, state and foreign jurisdictions in which the Company operates. This process involves estimating actual current tax expense and assessing temporary differences resulting from differing accounting treatment between tax and book that result in deferred tax assets and liabilities. In addition, accruals are also estimated for federal and state tax matters for which deductibility is subject to interpretation. Taxes payable and the related deferred tax differences may be impacted by changes to tax laws, changes in tax rates and changes in taxable profits and losses. The Tax Act was enacted on December 22, 2017, and has several key provisions impacting accounting for and reporting of income taxes. The most significant provision reduces the U.S. corporate statutory tax rate from 34% to 21% beginning on January 1, 2018. In addition, the Company no longer intends to permanently reinvest its historical foreign earnings and has recorded an additional deferred tax expense.

Reserves are also estimated for uncertain tax positions that are currently unresolved. The Company routinely monitors the potential impact of such situations and believes that it is properly reserved. For the nine-month periods ending September 30, 2018 and September 30, 2017, there was no change in total unrecognized tax benefits. As of September 30, 2018, we had an accrued liability of $0.5 million for unrecognized tax benefits. We accrue interest and penalties related to unrecognized tax benefits in income tax expense, and the related liability is included in other long-term liabilities on the accompanying consolidated balance sheet.


Share-based Compensation

The Company recognizes expense for all share-based payments to employees, including grants of employee stock options, in the financial statements based on their fair values. Share-based compensation expense that was recorded in the nine-month periods ended September 30, 2018 and 2017 includes the compensation expense for the share-based payments granted in those periods.  In the Company’s share-based compensation strategy we utilize a combination of stock options, stock appreciation rights (“SARS”),  restricted stock and performance shares that vest upon grant, over time or if performance targets are met. The fair value of the options and SARS granted is recognized as expense on the date of grant or over the vesting period.  The Company used the Black-Scholes-Merton valuation model to value any share-based compensation. Option valuation methods, including Black-Scholes-Merton, require the input of highly complex and subjective assumptions including the risk free interest rate, dividend rate, expected term and common stock price volatility rate.  The Company determines the assumptions to be used based upon current economic conditions.  While different assumptions may result in materially different stock compensation expenses, changing any one of the individual assumptions by 10% would not have a material impact on the recorded expense.  Expense for unvested shares of restricted stock and performance shares is recognized over the required service period.

Recent AcquisitionsAcquisitions

 

On May 2, 2018, the Company entered into a Stock Purchase Agreement (the “Purchase Agreement”) withacquired CID Resources, Inc., a Delaware corporation (“CID”). Headquartered in Coppell, Texas, CID that manufactures medical uniforms, lab coats, and layers, and sells its products to specialty uniform retailers, ecommerce medical uniform retailers, and other retailers.

The purchase price in the acquisition consistsconsisted of the following: (a) approximately $84.4 million in cash subject to adjustment for cash on hand, indebtedness, unpaid Seller expenses and working capital (excluding cash), in each case as of theat closing, date, and (b) the issuance of 150,094 shares of the Company’s common stock (representing approximately $3.8 million) to an Equityholder (the “Buyer Shares”). The working capital adjustment was based on the difference between working capital asequity holder of the closing dateCID, and a target amount of approximately $39.5 million.

On August 21, 2017, BAMKO acquired substantially all of the assets of PublicIdentity, Inc. (“Public Identity”). Public Identity is a promotional products and branded merchandise agency that provides promotional products and branded merchandise to corporate clients and universities. The purchase price consisted of $0.8(c) $2.5 million in cash the issuance of approximately 54,000 restricted shares of Superior’s common stock and future payments of approximately $0.4 million in additional consideration through 2020. The majorityas a result of the shares issued vest over a three-year period.

On November 30, 2017, BAMKO acquired substantially all of the assets of Tangerine Promotions, Ltd.cash and Tangerine Promotions West, Inc. (collectively “Tangerine”). The transaction had an effective date of December 1, 2017. Tangerine is a promotional products and branded merchandise agency that serves many well-known brands. The company is one of the leading providers of Point-of-Purchase (POP) and Point-of-Sale (POS) merchandise in the country. The purchase price for the asset acquisition consisted of approximately $7.2 million in cash, subject to adjustment, the issuance of approximately 83,000 restricted shares of Superior’s common stock that vests over a four-year period, the potential future payments of approximately $5.5 million in additional contingent consideration through 2021, and the assumption of certain liabilities of Tangerine.working capital adjustment.

 

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) Uniforms and Related Products, (2) Remote Staffing Solutions, and (3) Promotional Products.

Uniforms and Related Products

 

Historically, we have manufactured and sold a wide range of uniforms, career apparel and accessories, which comprises our Uniforms and Related Products segment. Our primary products are provided to workers employed by our customers and, as a result, our business prospects are dependent upon levels of employment and overall economic conditions, among other factors. Our revenues are impacted by our customers’ opening and closing of locations and reductions, increases, and increasesturnover of employees. The current economic environment in headcount. Additionally, voluntary employee turnover at our customers can have a significant impact on our business.the United States is continuing to see improvement in the employment environment. We also continue to see an increase in the demand for employees in the healthcare sector.  Thesector and our acquisition of CID also adds a newprovides us with opportunities to expand the markets that we serve within this sector. These factors are expected to have positive impacts on future net sales channel for the Company to sell healthcare apparel through retailers. The current economic environment in the United States is continuing to see moderate improvement in the employment environment and voluntary employee turnover has been increasing.  


We have continued our efforts to increase penetration of the health care market. We have been and continue to pursue acquisitions to increase our market share in the Uniforms and Related Products segment.growth.

 

Remote Staffing Solutions

This business segment, which operates in El Salvador, Belize, Jamaica, and the United States, was initially started to provide remote staffing services for the Company at a lower cost structure in order to improve our own operating results. It has in fact enabled us to reduce our operating expenses in our Uniforms and Related Products segment and to more effectively service our customers’ needs in that segment. We began selling remote staffing services to other companies at the end of 2009. We have grown this business from approximately $1$1.0 million in net sales to outside customers in 2010 to approximately $19.3$27.3 million in net sales to outside customers in 2017.2018. We have spent significant effort over the last several years improving the depth of our management infrastructure and expanding our facilities in this segment to support significant growth in this segment in 2018 and beyond.  growth. Net sales to outside customers increased by approximately 15.6% for the nine months ended September 30, 2019 compared to the same period last year.

 

Promotional Products

We have been involved in the sale of promotional products, on a limited basis, to our Uniforms and Related Products customers for over a decade. However, we lacked the scale and expertise needed to be a recognized name in this market prior to our acquisition of substantially all of the assets of BAMKO effective on March 1, 2016. BAMKO has been operating in the promotional products industry for more than 16 years and we believe that BAMKO’s strong back office and support systems located in India, China and Hong Kong, as well as their “direct to factory” sourcing operations provide us with a competitive advantage. We believe that BAMKO has well developed systems and processes that can serve as a platform for additional acquisitions that we expect tomay complete in this highly fragmented market, such as the recentmarket. We completed two additional acquisitions of Public Identity and Tangerine Promotions. We formed the Promotional Productsin this segment in 2016 as a result of the BAMKO acquisition; and we expect to strengthen our position in thelate 2017. We believe promotional products and branded merchandise market as we believe this product line isare a synergistic fit with our uniform business.business that allow us opportunities to cross-sell our products to new and existing customers.

 


Results of Operations

Three Months Ended September 30, 20182019 Compared to Three Months Ended September 30, 20172018

Net Sales (in thousands):

  

Three Months Ended September 30,

     

 

 

2019

  

2018

  

% Change

 
Uniforms and Related Products $54,979  $69,776   (21.2%)
Remote Staffing Solutions  9,305   7,934   17.3%
Promotional Products  26,460   19,186   37.9%
Net intersegment eliminations  (1,278)  (1,026)  24.6%

Consolidated Net Sales

 $89,466  $95,870   (6.7%)

 

Net Sales

 

Three Months Ended September 30,

 
  

(in thousands)

 
  

2018

  

2017

  

% Change

 

Uniforms and Related Products

 $69,776  $51,854   34.6

%

Remote Staffing Solutions

  7,934   6,036   31.4 

Promotional Products

  19,186   10,810   77.5 

Net intersegment eliminations

  (1,026)  (927)  10.7 

Consolidated Net Sales

 $95,870  $67,773   41.5

%

Net Sales

Net sales for the Company increased 41.5%decreased 6.7% from $67.8$95.9 million for the three months ended September 30, 20172018 to $95.9$89.5 million for the three months ended September 30, 2018.2019. The principal components of this aggregate increasedecrease in net sales is attributed towere as follows: (1) a decrease in the acquisitionsnet sales of Public Identity on August 21, 2017, Tangerine on December 1, 2017our Uniform and CID Resources on May 2, 2018Related Products segment (contributing 38.7%(15.4%), of which $9.1 million (contributing (9.5)%)) represented the effect of differences in timing of revenues recognized under ASC 606 between periods), (2) an increase in the net sales for our Promotional Products segment (contributing 7.6%), and (3) an increase in net sales after intersegment eliminations offor our Remote Staffing Solutions segment after intersegment eliminations (contributing 2.7%) and the adoption of ASC 606 (contributing 4.4%); partially offset by other decreases from of our Uniforms and Related Products segment (contributing 4.3%1.1%). Excluding acquisitions, net sales from our Promotional Products segment were flat. 

 

Uniforms and Related Products net sales increased 34.6%decreased 21.2%, or $14.8 million for the three months ended September 30, 2019 compared to the three months ended September 30, 2018 compared. The decrease was primarily due to the timing of finished goods receipts for inventory items with no alternative use. The timing of such receipts was partially affected by an increased focus by management on cash flows from working capital during the current year period. The revenue decrease was also partially attributable to the timing of new uniform rollout programs for certain customers and temporary shipping delays during the current year period. Shipments by our Uniform and Related Products segment decreased from $66.6 million to $60.9 million comparing the three months ended September 30, 2017.  The increase is primarily due to2019 with the CID acquisition (contributing 34.0%)prior year period. For a reconciliation of shipments by our Uniform and the adoption of ASC 606 which resulted in increasing net sales $3.2 million (contributing 6.3%); partially offset by other decreases (contributing 5.7%).  Related Products segment, see “Shipments (Non-GAAP Financial Measure)” below.


 

Remote Staffing Solutions net sales increased 31.4%17.3% before intersegment eliminations and 35.2%16.2% after intersegment eliminations for the three months ended September 30, 2019 compared to the three months ended September 30, 2018 compared to the three months ended September 30, 2017.. These increases arewere attributed to continued market penetration in 2018,2019, with respect to both new and existing customers.

 

Promotional Products net sales increased 77.5%37.9% for the three months ended September 30, 2019 compared to the three months ended September 30, 2018 compared to the three months ended September 30, 2017.. The increase iswas primarily due to the two acquisitions inexpansion of our sales force and the latter part of 2017 (contributing 79.8%); partially offset byexecution on increased sales order activities during the adoption of ASC 606 (contributing 2.2%) and other decreases (contributing 0.1%). As we have noted in the past, net sales in this segment will tend to fluctuate more significantly than our Uniforms and Related Products segment from quarter to quarter.current year period.

 

Cost of Goods Sold

 

Cost of goods sold consists primarily of direct costs of acquiring inventory, including cost of merchandise, inbound freight charges, purchasing costs, and inspection costs for our Uniforms and Related Products and Promotional Products segments. Cost of goods sold for our Remote Staffing Solutions segment includes salaries and payroll related benefits for agents. The Company includes shipping and handling fees billed to customers in net sales. Shipping and handling costs associated with out-bound freight are generally recorded in cost of goods sold. Other shipping and handling costs are included in selling and administrative expenses.

 

As a percentage of net sales, cost of goods sold for our Uniforms and Related Products segment was 64.8%64.1% for the three months ended September 30, 2019 and 64.8% for the three months ended September 30, 2018 and 64.1% for. As a percentage of net sales, cost of goods sold remained relatively flat. The decrease in cost of goods sold during the three months ended September 30, 2017. The increase is primarily due2019 compared to changes in customer and product mix, as well as higher freight costs. These are partially offset by the acquisition of CID which tends to have higher gross margins. Exclusive of the results from CID, our Uniform Segment would have had cost of goods sold as a percentage of net sales of 66.6% for the three months ended September 30, 2018.2018 was primarily due to the revenue decrease explained above.

 

As a percentage of net sales, cost of goods sold for our Remote Staffing Solutions segment was 42.2%38.1% for the three months ended September 30, 2019 and 42.2% for the three months ended September 30, 2018 and 45.9% for the three months ended September 30, 2017.. The percentage decrease in 2018 as compared to 2017 is primarily attributed towas driven by an increase in the percentageproportion of revenue coming from the offshore portion of revenue which has higher gross margins.

 

As a percentage of net sales, cost of goods sold for our Promotional Products segment was 72.2%74.2% for the three months ended September 30, 2019 and 72.2% for the three months ended September 30, 2018. The percentage increase was primarily the result of differences in the mix of products and 67.8% forcustomers, with sales to lower margin contract clients representing a larger percentage of our overall sales during the three months ended September 30, 2017. The increase as a percentage of net sales is primarily attributed to the acquisition of Tangerine, which has lower gross margins compared to the other operating divisions in the segment. Exclusive of the results from Tangerine, our Promotional Products segment would have had cost of goods sold as a percentage of net sales of 69.1% for the three months ended September 31, 2018. In addition, cost of goods sold as a percentage of revenue for this segment can fluctuate in quarterly comparisons based on the service requirements of individual contracts that shipped during the quarter.2019.


 

Selling and Administrative Expenses

 

As a percentage of net sales, selling and administrative expenses for our Uniforms and Related Products segment approximated was 32.2% for the three months ended September 30, 2019 and 26.8% for the three months ended September 30, 2018. The percentage increase was primarily due to the decrease in revenue, including a decrease of $9.1 million in revenue represented by the effect of differences in timing of revenues recognized under ASC 606 between periods. Selling and administrative expenses during the three months ended September 30, 2018 and 25.1%2019 included a reversal of $0.5 million of previously recognized expense for certain performance awards after determining that the three months ended September 30, 2017.  Included within these expenses for 2018 was approximately $0.1 million associated with the CID acquisition.  CID’s selling and administrative expenses, excluding acquisition related expenses were approximately 32.3% of CID’s net sales for the three months ended September 30, 2018.  Dueperformance conditions are not expected to the nature of CID’s business, it tends to have higher selling and administrative expenses.  Exclusive of acquisition related expenses and CID’s selling and administrative expenses, selling and administrative expenses for the Uniform and Related Products segment as a percentage of net sales would have been 24.7%.  This decrease is attributed to higher net sales to cover operating expenses (contributing 0.2%), lower amortization of non-compete agreements (contributing 0.7%) and other minor decreases (contributing 0.4%); partially offset by higher medical costs (contributing 0.9%).be met. 

 

As a percentage of net sales, selling and administrative expenses for our Remote Staffing Solutions segment approximated 36.0%was 37.5% for the three months ended September 30, 2019 and 36.0% for the three months ended September 30, 2018 and 33.5% for the three months ended September 30, 2017.. The percentage increase iswas primarily attributed to investmentsincreased investment in the businessorganizational infrastructure, including facilities and personnel, to support continued sales growth.future growth of this business.


 

As a percentage of net sales, selling and administrative expenses for our Promotional Products segment were was 18.7% for the three months ended September 30, 2019 and 23.8% for the three months ended September 30, 2018. The percentage decrease was primarily related to the net sales increase explained above. Selling and administrative expenses included fair market value adjustments on acquisition related contingent liabilities that reduced selling and administrative expenses by $0.9 million and $0.8 million for the three months ended September 30, 2019 and 2018, and 27.3% forrespectively.

Other Periodic Pension Costs

During the three months ended September 30, 2017.2019, the Company recorded $0.3 million in pension settlement losses that resulted from lump sum pension payments made to various employees upon their retirement or termination during the periods specified. The decrease is primarily related to higher net sales to cover operatingpension settlement losses did not require a cash outlay by the Company and did not increase the Company’s total pension expense over time, as the charge was an acceleration of costs for the three months ended September 30, 2018. In addition, the decrease is a result of fair market value adjustments for the acquisition related contingent liabilities (contributing 2.1%). These decreases were partially offset by higher amortizationthat otherwise would be recognized as pension expense due to the acquisitions in 2017 (contributing 1.2%).future periods.

 

Interest Expense

 

Interest expense increasedof $1.1 million during the three months ended September 30, 2019 remained relatively flat compared to $0.9 million for the three months ended September 30, 2018 from $0.2 million for the three months ended September 30, 2017 primarily due to increased borrowings related to the May 2, 2018 acquisition of CID and higher interest rates..

 

Income Taxes

 

On December 22, 2017, the U.S. enacted the Tax Cuts and Job Acts (“Tax Act”) that instituted fundamental changes to the U.S. tax system. The Tax Act includes changes to the taxation of foreign earnings by implementing a dividend exemption system, expansion of the current anti-deferral rules, a minimum tax on low-taxed foreign earnings and new measures to deter base erosion. The Tax Act also permanently reduces the corporate tax rate from 34% to 21%, imposes a one-time mandatory transition tax on the historical earnings of foreign affiliates and implements a territorial style tax system. As a result of the transition tax under the Tax Act, the Company will no longer consider its undistributed earnings from foreign subsidiaries as indefinitely reinvested and has provided a deferred tax liability primarily for foreign withholding taxes that would be expected to apply when the foreign subsidiaries distribute such earnings as dividends to the Company in the United States. The Tax Act imposes a U.S. tax on global intangible low taxed income (“GILTI”) that is earned by certain foreign affiliates owned by a U.S. shareholder. The computation of GILTI is still subject to interpretation and additional clarifying guidance is expected, but is generally intended to impose tax on the earnings of a foreign corporation that are deemed to exceed a certain threshold return relative to the underlying business investment. In accordance with guidance issued by FASB, the Company has made a policy election to treat future taxes related to GILTI as a current period expense in the reporting period in which the tax is incurred. The Company does expect to be impacted by GILTI relative to the earnings of its foreign subsidiaries in 2018 and beyond, which may be material to our consolidated financial statements.

The effective income tax rate was 15.9%15.3% and 27.5%15.9% in the three months ended September 30, 20182019 and 2017,2018, respectively. The 11.6%0.6% decrease in the effective tax rate in 2018 is attributedwas primarily due to thea reduction in corporate tax rate (13.0%non-deductible acquisition expense (contributing (1.9%), 2017 provision-to-return adjustments (5.4%), 2017 transition tax adjustments (2.4%) and other decreases (1.7%); partially offset by the addition of the GILTI tax (3.7%), a decrease in the benefit of foreign sourced income (2.2%), changes to executive compensation limits (0.9%), a decrease in the excess tax benefit associated with share based compensation (1.3%) and an increase in state income taxes (2.8%).

The effective tax rate may vary from quarter to quarter due to unusual or infrequently occurring items, the resolution of income tax audits, changes in tax laws, the tax impact from employee share-based payments, taxes incurred in connection to the territorial style tax system, or other items.

 

Nine Months Ended September 30, 2019 Compared to Nine Months Ended September 30, 2018 Compared to Nine Months Ended September 30, 2017

Net Sales (in thousands):

  

Nine Months Ended September 30,

     

 

 

2019

  

2018

  

% Change

 
Uniforms and Related Products $174,403  $174,304   0.1%
Remote Staffing Solutions  26,897   23,234   15.8%
Promotional Products  70,563   56,876   24.1%
Net intersegment eliminations  (3,575)  (3,065)  16.6%

Consolidated Net Sales

 $268,288  $251,349   6.7%

 

Net Sales

 

Nine Months Ended September 30,

 
  

(in thousands)

 
  

2018

  

2017

  

% Change

 

Uniforms and Related Products

 $174,304  $152,297   14.5

%

Remote Staffing Solutions

  23,234   16,261   42.9 

Promotional Products

  56,876   28,602   98.9 

Net intersegment eliminations

  (3,065)  (2,795)  9.7 

Consolidated Net Sales

 $251,349  $194,365   29.3

%


Net Sales

Net sales for the Company increased 29.3%6.7% from $194.4$251.3 million for the nine months ended September 30, 20172018 to $251.3$268.3 million for the nine months ended September 30, 2018.2019. The principal components of this aggregate increase in net sales is attributed towere as follows: (1) the acquisitionseffect of Public Identity on August 21, 2017, Tangerine on December 1, 2017 andthe acquisition of CID Resources on May 2, 2018 (contributing 29.4%7.9%), (2) a decrease in the net sales of our Uniform and Related Products segment exclusive of CID (contributing (7.8)%, of which $13.4 million (contributing (5.3)%)) represented the effect of differences in timing of revenues recognized under ASC 606 between periods), (3) an increase in the net sales for our Promotional Products segment (contributing 5.4%), and (4) an increase in net sales after intersegment eliminations offor our Remote Staffing Solutions segment after intersegment eliminations (contributing 3.4%) and the adoption of ASC 606 (contributing 2.0%); partially offset by other decreases in our Uniforms and Related Products segment (contributing 4.5%) and our Promotional Products segment (contributing 1.0%1.2%).


 

Uniforms and Related Products net sales increased 14.5% forremained relatively flat during the nine months ended September 30, 2019 compared to the nine months ended September 30, 2018 compared. The increase in revenue resulting from the CID acquisition was offset by the timing of finished goods receipts for inventory items with no alternative use and the timing of new uniform rollout programs for certain customers during the current year period. The timing of finished goods receipts was partially affected by an increased focus by management on cash flows from working capital during the current year period. Shipments by our Uniform and Related Products segment without the effect of CID decreased from $143.4 million to $137.1 million comparing the nine months ended September 30, 2017.  The increase is primarily due to2019 with the prior year period. For a reconciliation of shipments by our Uniform and Related Products segment without the effect of CID, acquisition (contributing 18.5%) and the adoption of ASC 606 which resulted in increasing net sales $2.7 million (contributing 1.8%); partially offset by other decreases (contributing 5.8%). The other decreases in sales are attributed to several factors.  One of our larger customers was acquired by one of its competitors in 2016.  The acquiring company was serviced by a different uniform provider that has taken over this account.  We will continue to service this customer at a reduced rate.  The reduction in net sales from this customer was approximately $4.4 million, including sales of remaining inventory in the second quarter of 2017.  The segment also experienced other net reductions in sales of $4.6 million.see “Shipments (Non-GAAP Financial Measure)” below.

 

Remote Staffing Solutions net sales increased 42.9%15.8% before intersegment eliminations and 49.8%15.6% after intersegment eliminations for the nine months ended September 30, 2019 compared to the nine months ended September 30, 2018 compared to the nine months ended September 30, 2018.. These increases arewere attributed to continued market penetration in 2018,2019, with respect to both new and existing customers.

 

Promotional Products net sales increased 98.9%24.1% for the nine months ended September 30, 2019 compared to the nine months ended September 30, 2018 compared to the nine months ended September 30, 2017.. The increase iswas primarily due to the two acquisitions in the latter partexpansion of 2017 (contributing 101.5%)our sales force and the adoption of ASC 606 (contributing 4.0%); partially offset by other decreases (contributing 6.6%).  As we have noted inexecution on increased sales order activities during the past, net sales in this segment will tend to fluctuate more significantly than our Uniforms and Related Products segment from quarter to quarter.current year period.

 

Cost of Goods Sold

 

Cost of goods sold consists primarily of direct costs of acquiring inventory, including cost of merchandise, inbound freight charges, purchasing costs, and inspection costs for our Uniforms and Related Products and Promotional Products segments. Cost of goods sold for our Remote Staffing Solutions segment includes salaries and payroll related benefits for agents. The Company includes shipping and handling fees billed to customers in net sales. Shipping and handling costs associated with out-bound freight are generally recorded in cost of goods sold. Other shipping and handling costs are included in selling and administrative expenses.

As a percentage of net sales, cost of goods sold for our Uniforms and Related Products segment was 64.8%64.5% for the nine months ended September 30, 2019 and 64.8% for the nine months ended September 30, 2018 and 64.7% for. As a percentage of net sales, cost of goods sold remained relatively flat. The decrease in cost of goods sold during the nine months ended September 30, 2017. Increases2019 compared to the nine months ended September 30, 2018 was primarily due to change in customer mix were offset by the impact of the acquisition of CID which tends to have higher gross margins. Exclusive of the results from CID, our Uniform Segment would have had cost of goods sold as a percentage of net sales of 65.9% for the nine months ended September 30, 2018.

 

As a percentage of net sales, cost of goods sold for our Remote Staffing Solutions segment was 42.3%40.6% for the nine months ended September 30, 2019 and 42.3% for the nine months ended September 30, 2018 and 45.8% for the nine months ended September 30, 2017.. The percentage decrease in 2018 as compared to 2017 is primarily attributed towas driven by an increase in the percentageproportion of revenue coming from the offshore portion of revenue which has higher gross margins.

 

As a percentage of net sales, cost of goods sold for our Promotional Products segment was 73.1%73.6% for the nine months ended September 30, 2019 and 73.1% for the nine months ended September 30, 2018. The percentage increase was primarily the result of differences in the mix of products and 66.5% forcustomers, with sales to lower margin contract clients representing a larger percentage of our overall sales during the nine months ended September 30, 2017. The increase as a percentage of net sales is primarily attributed to the acquisition of Tangerine, which has lower gross margins compared to the other operating divisions in the segment. Exclusive of the results from Tangerine, our Promotional Products segment would have had cost of goods sold as a percentage of net sales of 68.4% for the nine months ended September 31, 2018. In addition, cost of goods sold as a percentage of revenue for this segment can fluctuate in quarterly comparisons based on the service requirements of individual contracts that shipped during the quarter.2019


 

Selling and Administrative Expenses

 

As a percentage of net sales, selling and administrative expenses for our Uniforms and Related Products segment approximated 28.8%was 31.3% for the nine months ended September 30, 2019 and 28.8% for the nine months ended September 30, 2018. The percentage increase was primarily due to the effect of differences in timing of revenues recognized under ASC 606 between periods and 26.1% for the nine months ended September 30, 2017.  Included within these expenses for 2018 was approximately $2.1 million of expenses associated with the CID acquisition.  Net of these acquisition related expenses, selling and administrative expenses would have been 27.6% for the total Uniforms segment for the nine months ended September 30,in May 2018.  CID’s selling and administrative expenses, excluding acquisition related expenses were approximately 32.4% of net sales for the nine months ended September 30, 2018.  Due to the nature of CID’s business, it tends to have higher selling and administrative expenses.  Exclusive of acquisition related expenses and CID’s selling and administrative expenses, selling and administrative expenses for the Uniform and Related Products segment as a percentage of net sales would have been 26.7%  This increase is attributed to lower net sales to cover  operating expenses (contributing 1.1%), higher medical costs (contributing 0.4%) and other minor increases (contributing 0.4%), partially offset by decreased salaries, wages and benefits exclusive of retirement plan expenses and medical costs (contributing 0.9%) and lower amortization of non-compete agreements (contributing 0.4%)  

 

As a percentage of net sales, selling and administrative expenses for our Remote Staffing Solutions segment approximated 35.1%was 37.4% for the nine months ended September 30, 2019 and 35.1% for the nine months ended September 30, 2018 and 33.8% for the nine months ended September 30, 2017.. The percentage increase iswas primarily attributed to investmentsincreased investment in the businessorganizational infrastructure, including facilities and personnel, to support continued sales growth.future growth of this business.

 

As a percentage of net sales, selling and administrative expenses for our Promotional Products segment were was 22.2% for the nine months ended September 30, 2019 and 23.9% for the nine months ended September 30, 2018. The percentage decrease was primarily related to the net sales increase explained above. Selling and administrative expenses included fair market value adjustments on acquisition related contingent liabilities that reduced selling and administrative expenses by $0.9 million and $1.9 million during the nine months ended September 30, 2019 and 2018, and 29.6% forrespectively.

Other Periodic Pension Costs

During the nine months ended September 30, 2017.2019, the Company recorded $0.6 million in pension settlement losses that resulted from lump sum pension payments made to various employees upon their retirement or termination during the periods specified. The decrease is primarily related to higher net sales to cover operatingpension settlement losses did not require a cash outlay by the Company and did not increase the Company’s total pension expense over time, as the charge was an acceleration of costs for the nine months ended September 30, 2018. In addition, the decrease is a result of fair market value adjustments for the acquisition related contingent liabilities (contributing 2.3%), and a loss on a foreign exchange contractthat otherwise would be recognized as pension expense in the nine months ended September 30, 2017 (contributing 0.3%). These decreases were partially offset by higher amortization expense due to the acquisitions in 2017 (contributing 1.1%).future periods.

 

Gain on Sale of Property, Plant and Equipment

In the quarter ended March 31, 2017, we sold our former call center building and related assets in El Salvador in our Remote Staffing Solutions segment for net proceeds of $2.8 million and realized a gain on the sale of $1.0 million.

Interest Expense

 

Interest expense increased to $2.0$3.5 million for the nine months ended September 30, 2019 from $2.0 million for the nine months ended September 30, 2018 from $0.6 million for. This increase was the nine months ended September 30, 2017 primarily due to increased borrowings related toresult of the Company entering into the Amended and Restated Credit Agreement on May 2, 2018 as a part of the acquisition of CID and higher interest rates.CID. See Note 2 to the Financial Statements.

 

Income Taxes

 

The effective income tax rate was 21.1%19.4% and 26.8%21.1% in the nine months ended September 30, 20182019 and 2017,2018, respectively. The 5.7%1.7% decrease in the effective tax rate is attributedwas primarily to thedue a reduction in corporate tax rate (13.0%non-deductible acquisition expense (contributing (1.8%), 2017 provision-to-return adjustments (3.6%) and other decreases (2.7%a decrease in the Global Intangible Low Tax Income (“GILTI”); tax (contributing (1.5%)), partially offset by the additionimpact of the GILTI tax (3.7%), a decrease in the benefit of foreign sourced income (1.4%), changes to executive compensation limits (0.9%), a decrease in the excess tax benefit associated with share based compensation (3.7%), and an increase in state income taxes (2.1%) and nondeductible acquisition costs (1.8%lower contingent liability adjustments (contributing 1.1%).

The effective tax rate may vary from quarter to quarter due to unusual or infrequently occurring items, the resolution of income tax audits, changes in tax laws, the tax impact from employee share-based payments, taxes incurred in connection to the territorial style tax system, or other items.

 


Liquidity and Capital Resources

 

Balance Sheet

 

Accounts receivable - trade increased 28.6%18.1% from $50.6$64.0 million on December 31, 2018 to $75.6 million on September 30, 2019. The increase was primarily driven by an increase in revenue and the timing of billings within the Promotional Products segment.

Inventories decreased 1.8% from $67.3 million on December 31, 2018 to $66.1 million as of September 30, 2019. The decrease was primarily related to a decrease in inventory resulting from the timing of receipts from vendors within the Uniforms and Related Products segment, partially offset by an increase in activity within the Promotional Products segment and measurement period adjustments relating to the CID acquisition that reduced inventory by $1.8 million. The timing of receipts within the Uniforms and Related Products segment was partially affected by an increased focus by management on cash flows from working capital during the current year period.

Contract assets decreased 22.8% from $49.2 million on December 31, 2018 to $38.0 million on September 30, 2019. The decrease was primarily related to the timing of shipments to customers and receipts from suppliers for finished goods with no alternative use within the Uniforms and Related Products segment. The majority of the amounts included in contract assets on December 31, 2018 were transferred to accounts receivable during the nine months ended September 30, 2019. The contract assets balance as of September 30, 2019 relates 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.

Prepaid expenses and other current assets increased by 72.5% from $9.6 million on December 31, 20172018 to $65.0$16.5 million on as of September 30, 2018. $10.6 million of the2019. The increase is due to the acquisition of CID.


Inventories were $65.0 million on December 31, 2017 and as of September 30, 2018. An increasewas primarily related to an increase in supplier advances within the acquisition of CID of $29.3 million was mostly offsetPromotional Products segment driven by an increase in orders during the adoption of ASC 606, which reduced inventory by $27.2 million.current year period.

 

ContractOperating lease right-of-use assets of $49.6$4.6 million relate toas of September 30, 2019 resulted from the adoption of ASC 606new lease standard that the Company adopted on January 1, 2018. See Note 1.

Other intangible assets increased from $29.12019. Additionally as a result of the new lease standard, the Company recorded $4.0 million on December 31, 2017 to $67.3of operating lease obligation ($1.4 million on in other current liabilities and $2.6 million in long-term operating lease liabilities) as of September 30, 2018. The increase is due2019. See Note 10 to the acquisition of CID offset by amortization.Financial Statements for more detail.

 

Goodwill increased 6.7%from $16.0$34.0 million on December 31, 20172018 to $33.8$36.3 million on as of September 30, 2018.2019. The increase is due to the acquisition of CID.

Deferred income taxes changed from a $2.9 million asset on December 31, 2017 to an $8.5 million liability on September 30, 2018. The change is primarily attributed to the acquisition of CID contributing $9.5 million and the tax effect of the cumulative effect of the adoption of ASC 606 on January 1, 2018 of $2.7 million.

Other assets increased 31.8% from $7.6 million on December 31, 2017 to $10.0 million on September 30, 2018. The increase iswas primarily due to higher investments in our Non-Qualified Deferred Compensation Plan due to higher employee contributions tomeasurement period adjustments made during the plan.nine months ended September 30, 2019. The Company finalized the purchase price allocation of CID during the second quarter of 2019.

 

Accounts payable increased 26.7%by 24.6% from $19.8$24.7 million on December 31, 20172018 to $25.0$30.8 million as of September 30, 2019. The increase was primarily related to the timing of payments to suppliers and increased activities within the Promotional Products segment.

Long-term debt decreased 6.9% from $111.5 million on December 31, 2018 to $103.8 million on September 30, 2018. This increase is primarily due to the acquisition of CID contributing $2.7 million and the adoption of ASC 606 contributing $2.8 million.

Current portion of acquisition-related contingent liabilities decreased from $3.1 million on December 31, 2017 to $0.8 million on September 30, 2018. This reduction2019. The decrease was primarily due to the final payment forreclassification of scheduled repayments on the HPI acquisitionAmended and Restated Credit Agreement, as amended, from long term to current liabilities as a result of $2.0 million whichits restructuring on January 22, 2019. This was made during the first quarter of 2018 and the payment for the BAMKO acquisition that was made during the second quarter of 2018 of $1.0 million. These decreases were partially offset by $0.8 million fornet borrowings of debt during the BAMKO payment due in the second quarter of 2019. We currently do not expect to make a payment for the Tangerine acquisition in 2019.

Long-term debt increased from $32.9 million on December 31, 2017 to $112.2 million onnine months ended September 30, 2018. The increase is due to the new term loan to fund the acquisition of CID, partially offset by scheduled repayments on our other term loan2019. Total borrowings under banking arrangements were $119.7 million and lower borrowings on our revolver loan. See Note 2.

Long-term acquisition-related contingent liabilities decreased from $7.3$117.7 million as of September 30, 2019 and December 31, 2017 to $5.3 million on September 30, 2018. The decrease is primarily due reclassifications to current for the payments due in the second quarter of 2019 and adjustments to the fair value of contingent liabilities for BAMKO and Tangerine.2018, respectively.

 

Cash Flows

 

Cash and cash equivalents decreasedincreased by $5.8$0.1 million from $8.1$5.4 million on December 31, 20172018 to $2.3$5.5 million as of September 30, 2018.2019. During the nine months ended September 30, 2018,2019, the Company generatedprovided cash of $11.3$11.8 million from operating activities, used cash of $85.6$6.4 million for investing activities to fund capital expenditures; and used cash of $4.9 million in financing activities, principally in cash used to pay of dividends and reacquire the Company’s common stock, partially offset by net borrowings of debt of $1.5 million. During the nine months ended September 30, 2018, the Company used cash of $85.6 million obtained from borrowings of debt for the acquisition of CID and $3.9 million to fund capital expenditures, and generated $72.5 million from financing activities. CID.

 

In the foreseeable future, the Company willexpects to continue its ongoing capital expenditure program designed to maintainimprove the effectiveness and improveexpand the capabilities of its facilities.facilities, and update its technology and infrastructure to support its growth. The Company at all times evaluates its capital expenditure program in light of prevailing economic conditions.

 

During the nine months ended September 30, 20182019 and 2017,2018, the Company paid cash dividends of $4.3$4.5 million and $3.9$4.3 million, respectively.

 


Credit AgreementFacilities (See Note 2to the Financial Statements)

 

Effective May 2, 2018, and concurrently with the closingAs of the CID Resources acquisition,September 30, 2019, the Company entered intohad approximately $119.7 million in outstanding borrowings under its an Amended and Restated Credit Agreement dated as of May 2, 2018 (the “Amended and Restated Credit Agreement”), with its existing lender, BB&T pursuant to which the Company’s existing revolving credit facility was increased from $35consisting of $33.9 million to $75 million and provided an additional term loan in the principal amount of $85 million. No principal payments are due on the $85 million term loan prior to its maturity. The term ofoutstanding under the revolving credit facility was extended untilexpiring in May 2023, and the $85$27.0 million outstanding under a term loan maturesmaturing in May 2020. The Company’s existingFebruary 2024 (“2017 Term Loan”), and $58.8 million outstanding under a term loan maturing in the principal amount of $42 million remains outstanding with a maturity date of February 2024 and with the same amortization schedule.January 2026 (“2018 Term Loan”). The revolving credit facility, existing term loan2017 Term Loan and additional term loan2018 Term Loan are collectively referred to as the “Credit Facilities.”Facilities”.

 


On September 27, 2019, the Company entered into a Second Amendment to the Amended and Restated Credit Agreement, which (i) increased the Company’s maximum permitted funded debt to EBITDA ratio under the Amended and Restated Credit Agreement from 4.0:1 to 5.0:1 and (ii) applied a tiered interest rate structure to the Company’s existing loans in the event that its funded debt to EBITDA ratio exceeds 4.0:1. The interest rate on such loans will equal LIBOR plus a margin that adjusts quarterly and is based on the Company’s funded debt to EBITDA ratio.

 

Contractual principal payments for the 2017 Term Loan are as follows: 2019 through 2023 - $6.0 million per year; and 2024 - $1.5 million. Contractual principal payments for the 2018 Term Loan are as follows: 2019 - $8.5 million, 2020 through 2025 - $9.3 million per year; and 2026 - $0.8 million. The term loans do not contain pre-payment penalties.

Obligations outstanding under the 2018 Term Loan have a variable interest rate of LIBOR plus a margin of between 0.85% and 1.65% (based on the Company’s funded debt to EBITDA ratio) (2.89% at September 30, 2019). Obligations outstanding under the revolving credit facility and the $42 million term loan2017 Term Loan generally have a variable interest rate of one-month LIBOR plus a margin of between 0.68% (2.86%and 1.50% (based on the Company’s funded debt to EBITDA ratio) (2.72% at September 30, 2018)2019). Obligations outstanding under the new $85 million term loan generally have a variable interest rate of LIBOR plus 0.93% (3.11% at September 30, 2018), for the first twelve months after the effective date, 1.5% for the period from thirteen months through eighteen months after the effective date, and 1.75% thereafter. The Company is obligated to pay a commitment fee of 0.10% per annum on the average unused portion of the commitment under the revolving credit facility and a commitment fee of 0.25% on the outstanding balance of the $85 million term loan on the thirteenth month and nineteenth month following the effective date of such loan. The available balance under the revolving credit facility is reduced by outstanding letters of credit. As ofAt September 30, 2018, there were no outstanding letters2019, the Company had undrawn capacity of credit.

$41.1 million under the revolving credit facility.

The Amended and Restated Credit Agreement contains customary events of default and negative covenants, including but not limited to those governing indebtedness, liens, fundamental changes, investments, restricted payments, and sales of assets. The Amended and Restated Credit Agreement also requires the Company to maintain a fixed charge coverage ratio (as defined in the Amended and Restated Credit Agreement) of at least 1.25:1 and a funded debt to EBITDA ratio (as defined in the Amended and Restated Credit Agreement) not to exceed 4.0:5.0:1. As of September 30, 2019, the Company was in compliance with these ratios. The Credit Facilities are secured by substantially all of the operating assets of the Company as collateral, and the Company’sCompany���s obligations under the Credit Facilities are guaranteed by all of its domestic subsidiaries, including the Target.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 Amended and Restated Credit Agreement. See Note 2.

 

In connection with entering intoFor further details on the Credit Agreement, the Company terminated the Third Amended and Restated Credit Agreement, dated March 8, 2016, among Fifth Third Bank, N.A.and disclosure on the Company’s interest rate swap agreement, please refer to Note 2 to the Financial Statements, which details and disclosure are incorporated herein by reference. 

Shipments (Non-GAAP Financial Measure)

In this management’s discussion and analysis, we use a supplemental measure of our performance, which is derived from our financial information, but which is not presented in our financial statements prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”). This non-GAAP financial measure is “shipments”, and represents a primary metric by which our management evaluates customer demand.

We define shipments as lender,net sales excluding, if applicable, sales recorded with respect to contracts with customers in which there is an enforceable right to the Company,payment for goods with no alternative use in advance of the transfer of these goods to our customers. As recognized in accordance with ASC 606, net sales generated from such contracts are recorded as borrower,of the time at which we receive the goods from our suppliers rather than at the time we transfer them to our customers. For customers to which we sell goods that have an alternative use, or customers with whom we do not have an enforceable right to payment with no alternative use, shipments and other loan parties from timenet sales are identical performance measures.

We believe that sales recorded under ASC 606 are affected by changes in the Company’s purchasing patterns that may not be directly aligned with customer demand. We believe that shipments, as a supplemental performance measure, tracks customer demand more closely.

Shipments is not a measure determined in accordance with GAAP, and should not be considered in isolation or as a substitute for sales determined in accordance with GAAP. Shipments is used as a measurement of customer demand and we believe it to time party thereto, which consistedbe a helpful measure for those evaluating performance of a $20 million revolving credit facilitycompany operating in the uniform and a $45 million term loan, bothrelated products business. However, there are limitations to the use of which were repaidthis non-GAAP financial measure. Our non-GAAP financial measure may not be comparable to similarly titled measures of other companies. Other companies, including companies in full on February 28, 2017. See Note 2.our industry, may calculate non-GAAP financial measures differently than we do, limiting the usefulness of those measures for comparative purposes.

RECONCILIATION OF UNIFORM AND RELATED PRODUCTS SEGMENT GAAP SALES TO SHIPMENTS

  

Three Months Ended September 30,

 
  

2019

  

2018

 

Uniform and Related Product net sales, as reported

 $54,979  $69,776 

Adjustment: Recognition of revenue based on the timing of shipments for finished goods with no alternative use for Uniform and Related Product net sales

  5,912   (3,166)

Uniform and Related Product shipments

 $60,891  $66,610 

RECONCILIATION OF UNIFORM AND RELATED PRODUCTS SEGMENT (without CID) GAAP SALES TO SHIPMENTS

  

Nine Months Ended September 30,

 
  

2019

  

2018

 

Uniform and Related Product net sales, as reported

 $174,403  $174,304 

Less: CID sales

  (47,949)  (28,204)

Uniform and Related Product net sales without CID

  126,454   146,100 

Adjustment: Recognition of revenue based on the timing of shipments for finished goods with no alternative use for Uniform and Related Product net sales without CID

  10,692   (2,748)

Uniform and Related Product shipments without CID

 $137,146  $143,352 


 

Off-Balance Sheet Arrangements

 

The Company does not engage in any off-balance sheet financing arrangements. In particular, the Company does not have any interest in variable interest entities, which include special purpose entities and structured finance entities.

 

ITEM 3.

ITEM 3.          Quantitative and Qualitative Disclosures about Market Risk

 

Interest Rate Risk

 

We are subject to market risk exposure related to changes in interest rates on our debt. Interest on our Term Loan and Credit FacilityFacilities are based upon the one-month LIBOR rate. In order to reduce the interest rate risk on our debt, the Company entered into an interest rate swap agreement on a portion of its borrowings. AExcluding the effect of the interest rate swap agreement, a hypothetical increase in the LIBOR rate of 100 basis points as of January 1, 20182019 would have resulted in approximately $0.6$0.9 million in additional pre-tax interest expense for the nine months ended September 30, 2018.2019. See Note 2.2 to the Financial Statements.

 

Foreign Currency Exchange Risk

 

Sales to clientscustomers outside of the United States are subject to fluctuations in foreign currency exchange rates.  Approximately 1%rates, which may negatively impact gross margin realized on our sales. Less than 5% of our sales are outside of the United States. As the prices at which we sell our products are not routinely adjusted for exchange rate changes, the gross profit on our orders may be negatively affected. We cannot predict the effect of exchange rate fluctuations on our operating results. In certain cases, we may enter into foreign currency cash flow hedges to reduce the variability of cash flows associated with our sales and expenses denominated in foreign currency. As of September 30, 2018,2019, we havehad no foreign currency exchange hedging contracts. See Note 1(k). There can be no assurance that our strategies will adequately protect our operating results from the effect of exchange rate fluctuations.

 

OurFinancial results of our foreign subsidiaries in the Promotional Products segment are denominated in their local currencies, which include the Hong Kong dollar, the Chinese renminbi, the British pound, the Indian rupee, and the Brazilian real. Changes in exchange rates for intercompany payables and receivables not considered to be long-term are reported as transactionforeign currency gains (losses) within selling and administrative expenses in our consolidated statements of comprehensive income. During the nine months ended September 30, 2018, transaction2019, foreign currency losses were not significant.


ITEM 4.

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 Attinella, 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 reports that it files or submitsSEC 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 September 30, 20182019 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

 


PART II - OTHER INFORMATION

ITEM 1.

Legal Proceedings

 

None.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.

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. Other than as set forth below, thereThere have been no material changes to the Risk Factors described in Part I, Item 1A-Risk Factors in our Annual Reportannual report on Form 10-K for the year ended December 31, 2017.2018.

Significant tariffs or other restrictions placed on Chinese imports or any related counter-measures taken by China may materially harm our revenue and results of operations.

Significant tariffs or other restrictions placed on Chinese imports or any related counter-measures taken by China may materially harm our revenue and results of operations. In July 2018, the Trump Administration announced a list of categories of goods subject to tariffs. These tariffs became effective for certain goods in September of 2018, initially at a rate of 10%, which will increase to 25% in January of 2019.  Certain inbound products in our Uniforms and Related Products and Promotional Products segments to the United States are subject to these tariffs assessed on the cost of goods as imported. As a result, we may be required to raise our prices, which may result in the loss of customers and harm our operating performance. Alternatively, we may seek to shift production outside of China, which may result in additional costs and disruption to our operations. Additionally, the Trump Administration continues to signal that it may alter trade agreements and terms between China and the United States, including limitations of trade. It is possible further tariffs will be imposed on imports of our products, or that our business will be impacted by retaliatory trade measures taken by China or other countries in response to existing or future tariffs.


ITEM 2.Unregistered Sales of Equity Securities and Use of Proceeds

Unregistered Sales of Equity Securities and Use of Proceeds

 

There were no unregistered sales of equity securities during the quarter ended September 30, 2018,2019, that were not previously reported in a current report on Form 8-K.

 

The table below sets forth the 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 shares of common sharesstock during the three months ended September 30, 2018.2019.

 

 

Period

 

(a) Total Number

of Shares

Purchased

  

(b) Average Price

Paid per Share

  

(c) Total Number of

Shares Purchased as Part

of Publicly Announced

Plans or Programs

  

(d) Maximum Number of

Shares that May Yet Be

Purchased Under the

Plans or Programs (1)

 
 

Month #1

                
 

(July 1, 2018 to

  -   -   -   - 
 

July 31, 2018)

                
 

Month #2

                
 

(August 1, 2018 to

  -   -   -   - 
 

August 31, 2018)

                
 

Month #3

                
 

(September 1, 2018 to

  14,334  $18.71   14,334   - 
 

September 30, 2018)

                
 

TOTAL

  14,334  $18.71   14,334   202,241 

 

 

Period

 

Total Number of

Shares

Purchased

  

Average Price Paid

per Share

  

Total Number of Shares Purchased
as Part of
Publicly Announced
Plans or Programs

  

Maximum Number of
Shares that May Yet Be Purchased
Under the
Plans or Programs (1)

 
July 1, 2019 to July 31, 2019 -  -  -    
August 1, 2019 to August 31, 2019 15,677  $13.23  15,677    
September 1, 2019 to September 30, 2019 -  -  -    
Total 15,677  $13.23  15,677  734,323 

 

(1)     On August 1, 2008, the Company’s Board of Directors approved an increase to the outstanding authorization to allow for the repurchase of 1,000,000 shares of the Company’s outstanding common stock. There is no expiration date or other restriction governing the period over which the Company can make share repurchases under the program. All such purchases were

(1)

On May 2, 2019, the Company’s Board of Directors approved a stock repurchase program of up to 750,000 shares of Company’s outstanding common stock. There is no expiration date or other restriction governing the period over which the Company can make share repurchases under the program. All purchases under this program will be open market transactions.

 

Under our Amended and Restated Credit Agreement, as amended, with Branch Banking and Trust Company, if an event of default exists, we may not make distributions to our shareholders. The Company is in full compliance with all terms, conditions and covenants of the Credit Agreement.such agreement.

 

ITEM 3.


ITEM 3.     Defaults upon Senior Securities

 

Not applicable.

ITEM 4.Mine Safety Disclosures

Mine Safety Disclosures

 

Not applicable.

ITEM 5.

ITEM 5.     Other Information

 

None.

ITEM 6.     Exhibits

Exhibit No.Description
10.1Second Amendment to Amended and Restated Credit Agreement, dated as of September 27, 2019, filed as Exhibit 10.1 to Registrant’s Current Report on Form 8-K filed on October 3, 2019 and incorporated herein by reference.
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 and Accounting 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.

ITEM 6.101.INS

ExhibitsXBRL Instance Document

101.SCH

XBRL Taxonomy Extension Schema

101.CAL

XBRL Taxonomy Extension Calculation Linkbase

101.DEF

XBRL Taxonomy Extension Definition Linkbase

101.LAB

XBRL Taxonomy Extension Label Linkbase

101.PRE

XBRL Taxonomy Extension Presentation Linkbase

 

See Exhibit Index*Filed herewith.

**Furnished, not filed. 

 


 

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: October 25, 2018

23, 2019

SUPERIOR GROUP OF COMPANIES, INC.

By

/s/ Michael Benstock

    Michael Benstock

    Chief Executive Officer

    (Principal Executive Officer)

    and Director

Date: October 25, 2018

By

/s/ Michael Attinella

    Michael Attinella

    Chief Financial Officer and Treasurer

 (Principal Financial Officer)


EXHIBIT INDEX

Exhibit

No.

Description 
   
10.3              By/s/ Michael Benstock                           
 Superior Group of Companies, Inc. Stock Appreciation Rights AgreementMichael Benstock
Chief Executive Officer
(Principal Executive Officer)
   
31.1 Certification by the Chief Executive Officer (Principal Executive Officer) pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
   
31.2Date: Certification by the Chief Financial Officer (Principal Financial Officer and Accounting Officer) pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.October 23, 2019
   
32*              ByCertification by the Chief Executive Officer and the Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002./s/ Michael Attinella                            
  

101.INS+  

Michael Attinella
 

XBRL Instance

  

101.SCH+  Chief Financial Officer and Treasurer (Principal

Financial Officer and Principal Accounting Officer)

 

XBRL Taxonomy Extension Schema

101.CAL+  

XBRL Taxonomy Extension Calculation

101.DEF+  

XBRL Taxonomy Extension Definition

101.LAB+  

XBRL Taxonomy Extension Labels

101.PRE+  

XBRL Taxonomy Extension Presentation

 

*This written statement is furnished and not filed or a part of a registration statement or prospectus for purposes of sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for the purposes of section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.29

+Submitted electronically with this Report.