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Note 1 - Summary of Significant Interim Accounting Policies | 9 Months Ended
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Sep. 30, 2018
Notes to Financial Statements |
Significant Accounting Policies [Text Block] | NOTE 1 – Summary of Significant Interim Accounting Policies: a) Basis of presentation The consolidated interim financial statements include the accounts of Superior Group of Companies, Inc. and its wholly-owned subsidiaries, The Office Gurus, LLC, SUG Holding, Fashion Seal Corporation, BAMKO, LLC and CID Resources, Inc.; The Office Gurus, 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; 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 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. These consolidated financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Company’s Annual Report on Form 10 -K for the year ended December 31, 2017, 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 recognition and allowance for doubtful accounts The Company recognizes revenue in accordance with ASC 606 effective January 1, 2018. 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. 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 and administrative expenses and 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 derivatives on the balance sheet at fair value and establishes criteria for designation and effectiveness 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 recognized in the income statement. The Company discontinues hedge accounting prospectively when it is determined that the derivative is no longer effective in offsetting changes in the cash flows of the hedged item, the derivative expires or is sold, terminated, or exercised, or management determines 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 discontinued and the derivative is retained, the Company carries or continues to carry the derivative at its fair value on the balance sheet and recognizes any subsequent changes in its fair value through earnings. The nature of the Company’s business activities involves the management of various financial and market risks, including those related 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 amounts 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 Pronouncements In February 2016, the FASB issued ASU 2016 - 02 that amends the accounting guidance on leases. The primary change in this ASU 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 are effective for fiscal years beginning after December 15, 2018. The amendments are required to be adopted by the Company on January 1, 2019. The Company is in the preliminary phases of assessing the effect of this ASU. We have not yet determined the effect of this ASU on our results of operations, financial condition, or cash flows. In March 2017, the FASB issued ASU 2017 - 07 “Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost”. 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 one is presented. The amendments are effective for annual periods beginning after December 15, 2017 and must be applied retrospectively. The Company adopted ASU 2017 - 07 in the first quarter of 2018. As 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. 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 recorded a net increase in opening retained earnings of $11.2 million as of January 1, 2018 due to the cumulative impact of ASC 606. The 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. 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. 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.

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