Superior Group of Companies, Inc.: Form 10-Q for the period ended Sep 30, 2024

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, 2023.

The financial position, results of operations, cash flows and other information included herein are not necessarily indicative of the financial position, results of operations and cash flows that may be expected in future periods. See "Cautionary Note Regarding Forward-Looking Statements" below for a discussion of uncertainties and assumptions that may cause actual results to differ materially from those expressed or implied in the forward-looking statements.

Business Outlook

Superior Group of Companies, Inc. (together with its subsidiaries, the “Company,” “Superior,” “we,” “our,” or “us”) is comprised of three reportable business segments: (1) Branded Products, (2) Healthcare Apparel and (3) Contact Centers.

Branded Products

In our Branded Products segment, we produce and sell customized merchandising solutions, promotional products and branded uniform programs to our customers. As a strategic branding partner, we offer our customers customized branding solutions and strategies that generate favorable brand impressions, bolster customer retention and enhance employee engagement. Our products are sold to customers in a wide range of industries, including retail chain, food service, entertainment, technology, transportation and other industries. Sales volumes in this segment are impacted by a number of factors, including marketing programs of our customers and turnover of our customers’ employees, often times driven by the opening and closing of locations. From a long-term perspective, we believe that synergies within this segment will create opportunities to cross-sell products to new and existing customers.

Healthcare Apparel

In our Healthcare Apparel segment, we manufacture (through third parties or in our own facilities) and sell a wide range of healthcare apparel, such as scrubs, lab coats, protective apparel and patient apparel. We sell our brands of healthcare service apparel to healthcare laundries, dealers, distributors, retailers and consumers primarily in the United States. From a long-term perspective, we expect that demand for our signature marketing brands, including Fashion Seal Healthcare® and Wink® (within CID Resources), will continue to provide opportunities for growth and increased market share.

Contact Centers

In our Contact Centers segment (also known as “The Office Gurus”), which operates in El Salvador, Belize, Jamaica, Dominican Republic, and the United States, we provide outsourced, nearshore business process outsourcing, contact and call-center support services to North American customers. These services are also provided internally to the Company’s other two operating segments. The Office Gurus has become an award-winning business process outsourcer offering inbound and outbound voice, email, text, chat and social media support. The nearshore call-center market has grown as businesses look to reduce operating costs while maintaining high-quality customer support. Nearshore operators are able to provide comparable service to their U.S. counterparts at a fraction of the price. With an environment and career path designed to attract and maintain top talent across all sites, we believe The Office Gurus is positioned well to continue growing this business.

Global Economic and Political Conditions

Economic and political events over the past several years have altered the landscape in which we and other U.S. companies operate in a variety of ways. World events, including the Russian invasion of Ukraine and the resulting economic sanctions have impacted the global economy, including by exacerbating inflationary and other pressures. The ongoing conflict in the Middle East could continue to affect oil prices and have other negative effects on the global economy. Civil unrest in countries where we manufacture products, such as Haiti, may result in our facilities incurring damage or destruction that interrupts our manufacturing processes and adversely affects our reputation and our relationships with our customers. While inflation and interest rates decreased in 2024, the effects of the ongoing conflict in the Middle East, further fluctuations in inflationary conditions and interest rates, additional sanctions or retaliatory measures related to the Russia-Ukraine crisis or other situations, including deteriorating or prolonged diplomatic tension between the United States and China, could further negatively affect U.S. and international commerce and exacerbate or prolong the period of high energy prices.

Prolonged or recurring disruptions or instability in the United States and global economies, and how the world reacts to those disruptions or instability, could have long-term impacts on our business. These business impacts could negatively affect us in a number of ways, including, but not limited to, reduced demand for our core products and services, reductions to our revenue and profitability, costs associated with complying with new or amended laws and regulations affecting our business, declines in our stock price, reduced availability and less favorable terms of future borrowings, valuation of our pension obligations, reduced credit-worthiness of our customers, and potential impairment of the carrying value of indefinite-lived intangible assets.

Results of Operations

Three Months Ended September 30, 2024 Compared to Three Months Ended September 30, 2023

21

Net Income

The Company generated net income of $5.4 million and $3.1 million during the three months ended September 30, 2024 and 2023, respectively. The increase in net income during the three months ended September 30, 2024 compared to the three months ended September 30, 2023 was primarily due to an increase in net sales and gross margins at our Branded Products and Healthcare Apparel segments, a decrease in interest expense, partially offset by an increase in selling and administrative expenses across all three of our reportable segments.

EBITDA

EBITDA was $11.7 million and $9.3 million during the three months ended September 30, 2024 and 2023, respectively. EBITDA increase was primarily due to increased net sales and gross margins at our Branded Products and Healthcare Apparel segments, partially offset by an increase in selling, general and administrative expenses across all of our reportable segments. For a reconciliation of EBITDA to net income, its most directly comparable financial measure calculated and presented in accordance with GAAP, please read “Non-GAAP Financial Measure” below.

Net Sales

Net sales for the Company increased 10.0%, or $13.6 million, for the three months ended September 30, 2024 compared to the three months ended September 30, 2023. The increase was attributable to net sales increases in all three of our reportable segments.

Branded Products net sales increased 10.8%, or $9.0 million, for the three months ended September 30, 2024 compared to the three months ended September 30, 2023. The increase was primarily due to expansion of business within existing accounts and new client wins.

Healthcare Apparel net sales increased 11.4%, or $3.4 million, for the three months ended September 30, 2024 compared to the three months ended September 30, 2023. The increase was primarily due to higher online sales from both our wholesale customers and our direct-to-consumer website, as well as, the timing of wholesale orders as compared to last year.

Contact Centers net sales increased 3.8% or $0.9 million, before intersegment eliminations for the three months ended September 30, 2024 compared to the three months ended September 30, 2023. The increase was primarily attributable to new customers, partially offset by a decrease in existing customer volume.

Gross Margin

Gross margin rate for the Company was 40.4% for the three months ended September 30, 2024 and 39.1% for the three months ended September 30, 2023. The gross margin rate increase was driven by the Branded Products and Healthcare Apparel segments.

Gross margin rate for our Branded Products segment was 36.2% for the three months ended September 30, 2024 and 34.6% for the three months ended September 30, 2023. The gross margin rate increased as compared to the prior year period primarily driven by sourcing mix resulting in lower product costs and pricing increases to existing customers.

Gross margin rate for our Healthcare Apparel segment was 41.8% for the three months ended September 30, 2024 and 38.7% for the three months ended September 30, 2023. The gross margin rate increased as compared to the prior year period primarily due to costs of goods favorability associated with our Haiti manufacturing facility during the current period.

Gross margin rate for our Contact Centers segment was 54.9% for the three months ended September 30, 2024 and 55.5% for the three months ended September 30, 2023. The rate decrease was primarily due to increased employee related costs of our agents.

Selling and Administrative Expenses

As a percentage of net sales, total selling and administrative expenses was 34.9% for the three months ended September 30, 2024 and 34.7% for the three months ended September 30, 2023. The rate increase was primarily driven by increases in employee related costs, third-party professional services and expenditures related to marketing and advertising activities.

As a percentage of net sales, selling and administrative expenses for our Branded Products segment was 26.2% for the three months ended September 30, 2024 and 28.0% for the three months ended September 30, 2023. The rate decrease was primarily driven by expense leverage from an increase in net sales as compared to the prior period, partially offset by increases in sales commissions and employee related costs.

As a percentage of net sales, selling and administrative expenses for our Healthcare Apparel segment was 34.0% for the three months ended September 30, 2024 and 32.0% for the three months ended September 30, 2023. The rate increased as compared to the prior year period as a result of increases in marketing and advertising activities along with employee related costs, which were partially offset by expense leverage from an increase in net sales.

As a percentage of net sales, selling and administrative expenses for our Contact Centers segment was 45.9% for the three months ended September 30, 2024 and 42.4% for the three months ended September 30, 2023. The rate increased as compared to the prior year period driven by an increase in the provision for bad debts and an increase in employee related costs.

Selling and administrative expenses for our Other segment, which represents unallocated Corporate costs, increased by $1.1 million, primarily driven by an increase in employee related costs and third party professional services.

Interest Expense

Interest expense decreased to $1.6 million for the three months ended September 30, 2024 from $2.5 million for three months ended September 30, 2023. This decrease was due to a $36.2 million decrease in our weighted average outstanding borrowings along with a decrease in the weighted average interest rate on those borrowings from 7.4% for the three months ended September 30, 2023 to 6.3% for the three months ended September 30, 2024.

Income Taxes

Income tax expense increased to $1.2 million for the three months ended September 30, 2024 from $0.2 million for the three months ended September 30, 2023. The effective tax rate was 17.8% and 4.9% for the three months ended September 30, 2024 and 2023, respectively. Income tax expense and the effective tax rate for the three months ended September 30, 2024 and September 30, 2023 was primarily impacted by the variability in the mix of earnings across the Company’s foreign and domestic operations, subject to various statutory tax rates in those jurisdictions. The effective tax rate may vary from quarter to quarter due to discrete, unusual or non-recurring items, the resolution of income tax audits, changes in tax laws, the tax impact from employee share-based payments, or other items.

Nine Months Ended September 30, 2024 Compared to Nine Months Ended September 30, 2023

24

Net Income

The Company generated net income of $9.9 million and $5.2 million during the nine months ended September 30, 2024 and 2023, respectively. The increase in net income during the nine months ended September 30, 2024 compared to the nine months ended September 30, 2023 was primarily due to increases in net sales and gross margins at our Branded Products and Healthcare Apparel segments, and a decrease in interest expense, partially offset by an increase in selling and administrative expenses across all of our reportable segments.

EBITDA

EBITDA was $26.8 million and $23.6 million during the nine months ended September 30, 2024 and 2023, respectively. EBITDA increase was primarily due to increased net sales and gross margins at our Branded Products and Healthcare Apparel segments, partially offset by an increase in selling, general and administrative expenses across all of our reportable segments. For a reconciliation of EBITDA to net income, its most directly comparable financial measure calculated and presented in accordance with GAAP, please read “Non-GAAP Financial Measure” below.

Net Sales

Net sales for the Company increased 6.1%, or $24.2 million, for the nine months ended September 30, 2024 compared to the nine months ended September 30, 2023. The increase was attributable to net sales increases in all three of our reportable segments.

Branded Products net sales increased 6.5%, or $16.0 million, for the nine months ended September 30, 2024 compared to the nine months ended September 30, 2023. The increase was primarily due to expansion of business within existing accounts and new client wins.

Healthcare Apparel net sales increased 3.5%, or $3.0 million, for the nine months ended September 30, 2024 compared to the nine months ended September 30, 2023. The increase was primarily due to higher online sales from both our wholesale customers and our direct-to-consumer website, partially offset by lower volume from our store-based wholesale customers.

Contact Centers net sales increased 6.5% or $4.5 million, before intersegment eliminations for the nine months ended September 30, 2024 compared to the nine months ended September 30, 2023. The increase in net sales was attributed to sales growth from both new and existing customers.

Gross Margin

Gross margin rate for the Company was 39.6% for the nine months ended September 30, 2024 and 37.3% for the nine months ended September 30, 2023. The rate increase was due to an improvement in gross margin rates in our Branded Products and Healthcare Apparel segments.

Gross margin rate for our Branded Products segment was 35.8% for the nine months ended September 30, 2024 and 32.8% for the nine months ended September 30, 2023. The gross margin rate increased as compared to the prior year period primarily driven by sourcing mix resulting in lower product costs and pricing increases to existing customers.

Gross margin rate for our Healthcare Apparel segment was 40.0% for the nine months ended September 30, 2024 and 37.3% for the nine months ended September 30, 2023. The rate increase was primarily driven by lower supply chain costs.

Gross margin rate for our Contact Centers segment was 53.6% for the nine months ended September 30, 2024 and 54.2% for the nine months ended September 30, 2023. The rate decrease was primarily due to increased employee related costs of our agents.

Selling and Administrative Expenses

As a percentage of net sales, total selling and administrative expenses was 35.5% for the nine months ended September 30, 2024 and 33.8% for the nine months ended September 30, 2023. The rate increase was primarily driven by increased commissions, employee related costs, increased expenditures related to marketing, advertising activities and the expiration of our written put option.

As a percentage of net sales, selling and administrative expenses for our Branded Products segment was 27.0% for the nine months ended September 30, 2024 and 26.1% for the nine months ended September 30, 2023. The rate increase was primarily due to increased employee related costs, including sales commissions, partially offset by an increase in net sales.

As a percentage of net sales, selling and administrative expenses for our Healthcare Apparel segment was 34.8% for the nine months ended September 30, 2024 and 33.1% for the nine months ended September 30, 2023. The rate increase was primarily attributable to an increase in expenditures related to marketing and advertising activities along with employee related costs which were partially offset by an increase in net sales.

As a percentage of net sales, selling and administrative expenses for our Contact Centers segment was 44.2% for the nine months ended September 30, 2024 and 42.8% for the nine months ended September 30, 2023. The rate increase was primarily attributable to an increase in employee related expenses, including both headcount and select pay rate increases to support sales growth, as well as, an increase in the provision for bad debts.

Selling and administrative expenses for our Other segment, which represents unallocated Corporate costs, increased by $2.9 million, primarily driven by an increase in employee related costs, third party professional services and the fair value recognition of a written put option which expired in the second quarter of 2024.

Interest Expense

Interest expense decreased to $4.9 million for the nine months ended September 30, 2024 from $7.7 million for nine months ended September 30, 2023. This decrease was due to a $42.4 million decrease in our weighted average outstanding borrowings along with a decrease in the weighted average interest rate on our outstanding borrowings from 7.0% for the nine months ended September 30, 2023 to 6.5% for the nine months ended September 30, 2024.

Income Taxes

Income tax expense increased to $1.9 million for the nine months ended September 30, 2024 from $0.4 million for the nine months ended September 30, 2023. The effective tax rate was 16.1% and 6.8% for the nine months ended September 30, 2024 and 2023, respectively. Income tax expense and the effective tax rate for the nine months ended September 30, 2024 and September 30, 2023 was primarily impacted by the variability in the mix of earnings across the Company’s foreign and domestic operations, subject to various statutory tax rates in those jurisdictions. The effective tax rate may vary from quarter to quarter due to discrete, unusual or non-recurring items, the resolution of income tax audits, changes in tax laws, the tax impact from employee share-based payments, or other items.

Liquidity and Capital Resources

Overview

Management uses a number of standards in measuring the Company’s liquidity, such as: working capital, profitability ratios, cash flows from operating activities, and activity ratios. The Company’s balance sheet generally provides the ability to pursue acquisitions, invest in new product lines and technologies and invest in additional working capital as necessary.

The Company’s primary source of liquidity has been its net income and the use of credit facilities and term loans as described further below. In the future, the Company may continue to use credit facilities and other secured and unsecured borrowings as a source of liquidity. The Company may also begin relying on the issuance of equity or debt securities. There can be no assurance that any such financings would be available to us on reasonable terms. Any future issuances of equity securities or securities convertible into or exercisable for equity securities may be dilutive to our shareholders. Additionally, the cost of the Company’s future sources of liquidity may differ from the costs of the Company’s sources of liquidity to date.

Working Capital Needs

We utilize working capital to fund the operations of our business and have certain related contractual obligations, including commitments under site leases and other non-cancelable contracts.

One of our largest cash requirements is for the purchase of inventory. Superior carries inventories of both raw materials and finished products, the practice of which requires substantial working capital, which we believe to be common in the industry.

Material Short-Term Plans for Cash

For the next twelve months, our primary capital requirements are to maintain our operations, meet contractual obligations, fund capital expenditures, pay dividends and for other general corporate purposes. Management currently believes that the combination of our current cash level, cash flows provided by operating activities and availability under the revolving credit facility will be sufficient to satisfy the above requirements for the next twelve months.

Material Long-Term Plans for Cash

Beyond the next twelve months, our principal demand for funds will be for maintenance of our core business, to satisfy long term contractual obligations and the continuation of the Company’s ongoing capital expenditure program designed to improve the effectiveness and capabilities of our facilities and technology. The Company at all times evaluates its capital expenditure program in light of prevailing economic conditions. The Company’s material contractual obligations include outstanding debt, operating leases, long-term pension liability and non-qualified deferred compensation plan liabilities in Other Liabilities. Management currently believes that the combination of our current cash level, cash flows provided by operating activities and availability under the revolving credit facility will be sufficient to satisfy the above requirements.

Cash Flows

Our cash flows from operating, investing and financing activities, as reflected in the statements of cash flows, are summarized in the following table (in thousands):

Operating Activities. The decrease in net cash provided by operating activities during the nine months ended September 30, 2024 compared to the nine months ended September 30, 2023 was primarily attributable to cash outflows for inventories, contract assets, accounts payable and other current liabilities, accounts receivable and prepaid expenses and other current assets, partially offset by an increase in net income. Working capital cash changes during the nine months ended September 30, 2024 primarily included decreases of $16.0 million in inventories, $7.9 million in contract assets, $6.4 million in accounts payable and other current liabilities, $5.8 million in accounts receivable and $4.8 million in prepaid expenses and other current assets, partially offset by an increase of $4.7 million in net income.

Investing Activities. The decrease in net cash used in investing activities during the nine months ended September 30, 2024 compared to the nine months ended September 30, 2023 was attributable to a decrease of $1.1 million in capital expenditures.

Capital expenditures by reportable segment are as follows:

Financing Activities. The decrease in net cash used in financing activities during the nine months ended September 30, 2024 compared to the nine months ended September 30, 2023 was primarily attributable to a decrease of $38.5 million in net repayments of debt and cash paid to acquire shares of the Company's common stock as part of the new repurchase program.

Debt Activity

For the nine months ended September 30, 2024, the Company had $9.3 million of net debt payments, consisting of $31.0 million in borrowings net of $40.3 million of payments. For the nine months ended September 30, 2023, the Company had $47.8 million of net debt payments, consisting of $4.0 million in borrowings net of $51.8 million of payments. Both the debt payments and borrowings during 2024 and 2023 primarily related to the utilization of our revolving credit facility in the normal course of business.

Please refer to Note 5 to our Condensed Consolidated Financial Statements located in Item 1 of Part I of this Quarterly Report on Form 10-Q for additional details on our outstanding long-term debt, which disclosure is incorporate herein by reference.

Dividends and Share Repurchase Program

During the nine months ended September 30, 2024 and 2023, the Company paid cash dividends of $7.0 million and $6.9 million, respectively. The Company anticipates that it will continue to pay dividends in the future as financial conditions permit.

On August 9, 2024, the Company’s Board of Directors approved a new stock repurchase plan. Under the plan, the Company is authorized to repurchase up to $10 million of its common stock over a period of one year ending in August 2025. This plan replaces the May 2, 2019 plan, as amended, which authorized the repurchase of up to 750,000 shares. 92,549 shares had been repurchased under the May 2, 2019 plan as of August 9, 2024. No further shares will be repurchased under that plan. The new stock repurchase plan allows the Company to purchase common stock from time to time through, among other ways, open market purchases, privately negotiated transactions, block purchases, and/or pursuant to Rule 10b5-1 trading plans, subject to applicable securities laws and other legal requirements and relevant factors. The number of shares purchased and the timing of any purchases will depend upon a number of factors, including the price and availability of the Company’s stock and general market conditions. The stock repurchase plan may be modified, suspended or terminated at any time, without prior notice. Shares repurchased may be reissued later in connection with employee benefit plans and other general corporate purposes. Shares purchased under the common stock repurchase plan are constructively retired and returned to unissued status. See Part II-Other Information, Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

Critical Accounting Estimates

See Part II, Item 7, "Management’s Discussion and Analysis of Financial Condition and Results of Operations – Critical Accounting Policies and Estimates" in our Annual Report on Form 10-K for the year ended December 31, 2023.

Non-GAAP Financial Measure

EBITDA, which is a non-GAAP financial measure, is defined as net income excluding interest expense, income tax expense and depreciation and amortization expense. The Company believes EBITDA is an important measure of operating performance because it allows management, investors and others to evaluate and compare the Company’s core operating results from period to period by removing (i) the impact of the Company’s capital structure (interest expense from outstanding debt), (ii) tax consequences and (iii) asset base (depreciation and amortization). The Company uses EBITDA internally to monitor operating results and to evaluate the performance of its business. In addition, the compensation committee has used EBITDA in evaluating certain components of executive compensation, including performance-based annual incentive programs.

EBITDA is not a measure of financial performance under GAAP. EBITDA should not be considered in isolation or as an alternative to net income, cash flows from operating activities or any other measure determined in accordance with GAAP. The items excluded to calculate EBITDA are significant components in understanding and assessing the Company’s results of operations. The presentation of the Company’s EBITDA may change from time to time, including as a result of changed business conditions, new accounting pronouncements or otherwise. If the presentation changes, the Company undertakes to disclose any change between periods and the reasons underlying that change. The Company’s EBITDA may not be comparable to a similarly titled measure of another company because other entities may not calculate EBITDA in the same manner.

The following table reconciles net income to EBITDA (in thousands):

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Cautionary Note Regarding Forward Looking Statements

Certain matters discussed in this Form 10-Q are “forward-looking statements” intended to qualify for the safe harbors from liability established by the Private Securities Litigation Reform Act of 1995. These forward-looking statements can generally be identified by use of the words “may,” “will,” “should,” “could,” “expect,” "anticipate,” “estimate,” “believe,” “intend,” “project,” “potential,” or “plan” or the negative of these words or other variations on these words or comparable terminology. Forward-looking statements in this Quarterly Report on Form 10-Q may include, without limitation: (1) projections of revenue, income, and other items relating to our financial position and results of operations, including short term and long term plans for cash, (2) statements of our plans, objectives, strategies, goals and intentions, (3) statements regarding the capabilities, capacities, market position and expected development of our business operations and (4) statements of expected industry and general economic trends.

Such forward-looking statements are subject to certain risks and uncertainties that may materially adversely affect the anticipated results. Such risks and uncertainties include, but are not limited to, the following: the impact of competition; uncertainties related to supply disruptions, inflationary environment (including with respect to the cost of finished goods and raw materials and shipping costs), employment levels (including labor shortages) and general economic and political conditions in the areas of the world in which the Company operates or from which it sources its supplies or the areas of the United States of America (“U.S.” or “United States”) in which the Company’s customers are located; changes in the healthcare, retail chain, food service, transportation and other industries where uniforms and service apparel are worn; our ability to identify suitable acquisition targets, discover liabilities associated with such businesses during the diligence process, successfully integrate any acquired businesses, or successfully manage our expanding operations; the price and availability of raw materials; attracting and retaining senior management and key personnel; the effect of the Company’s previously disclosed material weakness in internal control over financial reporting; the Company’s ability to successfully remediate its material weakness in internal control over financial reporting and to maintain effective internal control over financial reporting; and other factors described in the Company’s filings with the Securities and Exchange Commission, including those described in the “Risk Factors” section herein and in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023 and in this Quarterly Report on Form 10-Q for the quarter ended September 30, 2024. 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.

Interest Rate Risk

We are subject to market risk exposure related to changes in interest rates on our debt. Interest on our Credit Facilities is based upon the secured overnight financing rate (“SOFR”). As SOFR is a relatively new reference rate with a limited history, there may or may not be more volatility than with other reference rates such as LIBOR, which may result in increased borrowing costs for the Company. A hypothetical increase in the SOFR of 100 basis points as of January 1, 2024 would have resulted in approximately $0.7 million in additional pre-tax interest expense for the nine months ended September 30, 2024. For further information regarding our debt instruments, see Note 3 to the Financial Statements.

Foreign Currency Exchange Risk

Sales to customers outside of the United States are subject to fluctuations in foreign currency exchange rates, which may negatively impact gross margin realized on our sales. Less than 5% of our sales contracts are denominated in foreign currencies. 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. There can be no assurance that our strategies will adequately protect our operating results from the effect of exchange rate fluctuations.

Financial results of our foreign subsidiaries in the Branded Products segment are denominated in their local currencies, which include the Hong Kong dollar, the Chinese renminbi, the British pound, the Indian rupee, the Brazilian real, Colombian peso and the Canadian dollar. These operations may also have net assets and liabilities not denominated in their functional currency, which exposes us to changes in foreign currency exchange rates that impact income. Excluding intercompany payables and receivables considered to be long-term investments, changes in exchange rates for assets and liabilities not denominated in their functional currency are reported as foreign currency transaction gains (losses) within selling and administrative expenses in our statements of comprehensive income. During the nine months ended September 30, 2024 and 2023, foreign currency losses were not significant. We also have exposure to foreign currency exchange risk from the translation of foreign subsidiaries from the local currency into the U.S. dollar. Comprehensive income during the nine months ended September 30, 2024 and 2023 included a foreign currency translation adjustment loss of $1.2 million and a foreign currency translation adjustment gain of $0.2 million, respectively.

Disclosure Controls and Procedures

The Company conducted an evaluation, under supervision and with the participation of the Company’s principal executive officer, Michael Benstock, and the Company’s principal financial officer, Michael Koempel, of the effectiveness of the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this report (the “Evaluation Date”). Based on such evaluation, the Company’s principal executive officer and principal financial officer concluded that, as of the Evaluation Date, the Company’s disclosure controls and procedures were not effective because of the material weakness in the Company’s internal control over financial reporting described below and as previously disclosed in the Company's Annual Report on Form 10-K for the years ended December 31, 2022 and 2023.

A material weakness is defined as a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.

As of December 31, 2022, management identified a material weakness relating to segregation of duties, change management and user access within certain proprietary information technology systems of the Contact Centers segment. The Company determined that management’s review controls over these areas are not designed effectively to detect a material misstatement related to the completeness, accuracy, and presentation of the financial statements. This material weakness continues to exist as of September 30, 2024.

Notwithstanding the identified material weakness, management, including our principal executive officer and principal financial officer have determined, based on the procedures we have performed, that the consolidated financial statements included in this Quarterly Report on Form 10-Q present fairly, in all material respects, our financial condition, results of operations and cash flows at September 30, 2024 and for the periods presented in accordance with U.S. GAAP.

Ongoing Remediation Efforts with Respect to the Material Weakness

The Company’s management, under the oversight of the Audit Committee, has taken the following actions to remediate the material weakness relating to certain proprietary information technology systems of the Contact Centers segment identified as of December 31, 2022: (i) deployed enhanced change management software and reassessed approval authority levels in order to better manage access and program changes within our proprietary system; (ii) implemented processes and controls to better identify and manage segregation of duties; and (iii) designed and implemented additional enhanced review and monitoring controls.

While the Company was able to test the design effectiveness of the enhanced controls, the material weakness will not be considered remediated until the enhanced controls operate for a sufficient period of time, and management has concluded, through testing, that the related controls are effective. Therefore, the material weakness continued to exist as of September 30, 2024. The Company will monitor the effectiveness of its remediation plan and will refine its remediation plan as appropriate.

Changes in Internal Control over Financial Reporting

Except as discussed above under “Ongoing Remediation Efforts with Respect to the Material Weakness,” there were no changes in the Company’s internal control over financial reporting during the quarter ended September 30, 2024, that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

We are exposed to certain risks and uncertainties that could have a material adverse impact on our business, financial condition and operating results. Except as set forth below, there have been no material changes to the Risk Factors described in Part I, Item 1A-Risk Factors in our Annual Report on Form 10-K for the year ended December 31, 2023.

Our manufacturing facilities and warehouses in Haiti are at risk of damage or disruptions from civil unrest and other occurrences.

Our Healthcare Apparel segment relies on our manufacturing facilities and warehouses in Haiti for the manufacturing and storage of finished goods. Our manufacturing facilities and warehouses may be damaged or our ability to use or access them may be disrupted as a result of civil unrest or other occurrences in Haiti. Such events may interfere with our manufacturing processes, information systems, telecommunication services, and product delivery for sustained periods and may also may make it difficult or impossible for employees to reach our business locations. Damage or destruction that interrupts our manufacturing facilities could adversely affect our reputation, our relationships with our customers, our leadership team’s ability to administer and supervise our business, and cause us to incur substantial additional expenditures to repair or replace damaged equipment or facilities or commence alternate production locations. While we currently have commercial liability insurance, our insurance coverage may not be sufficient. Prolonged disruption of our manufacturing processes in Haiti also may entitle some of our customers to amend or terminate their contracts with us. Worsening conditions in Haiti may also result in the displacement of native Haitians looking for refuge in neighboring Dominican Republic which may result in the closure of roads and port access which may limit or restrict our normal and recurring business in Haiti. Any of the above factors may adversely affect our business, results of operations and financial condition.