8-K
BGSF, INC. (BGSF)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
March 11, 2026
BGSF, INC.
(Exact Name of Registrant as Specified in its Charter)
| Delaware | 001-36704 | 26-0656684 |
|---|---|---|
| (State or Other Jurisdiction of<br>Incorporation) | (Commission File Number) | (I.R.S. Employer Identification<br>Number) |
5850 Granite Parkway, Suite 730
Plano, Texas 75024
(Address of principal executive offices, including zip code)
(972) 692-2400
(Registrant’s telephone number, including area code)
Not applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | | --- | --- || ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | | --- | --- || ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | | --- | --- || ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | | --- | --- |
Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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. ¨
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | |||
|---|---|---|---|---|---|
| Common Stock | BGSF | NYSE | Item 2.02 | Results of Operations and Financial Condition. | |
| --- | --- |
On March 11, 2026, BGSF, Inc. (the "Company") issued a press release regarding its financial results for the fourth fiscal quarter ended December 28, 2025. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
The Company is making reference to non-GAAP financial information in the press release and the related conference call, and a reconciliation of GAAP to non-GAAP results is provided in the press release.
| Item 7.01 | Regulation FD Disclosure. |
|---|
The information contained in this Current Report shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
| Item 9.01 | Financial Statements and Exhibits. |
|---|
(d)Exhibits
| Exhibit No. | Description | |
|---|---|---|
| 99.1 | Earnings release dated | March 11, 2026 |
| 104.0 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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 hereunto duly authorized.
| BGSF, INC. | |||
|---|---|---|---|
| Date: | March 11, 2026 | /s/ Keith Schroeder | |
| Name: | Keith Schroeder | ||
| Title: | Co-Chief Executive Officer, Chief Financial Officer and Secretary | ||
| (Principal Executive Officer, Principal Financial Officer, and Principal Accounting Officer) |
Document
BGSF, Inc. Reports Fourth Quarter and Fiscal Year 2025 Financial Results
BG Staffing Realigns Go-to-Market Strategy to Drive Greater Clarity and Effectiveness
PLANO, Texas – (March 11, 2026) – BGSF, Inc. (NYSE: BGSF), a leading provider of workforce solutions for the specialized Property Management industry, today reported financial results for the fourth fiscal quarter and fiscal year ended December 28, 2025.
BGSF is evolving its go-to-market strategy and will do business as BG Staffing, aligning our brand with how the industry already knows and trusts us. While the corporate name remains BGSF, this change capitalizes on the top queries in both AI and traditional web search clients and candidates alike use when seeking property management staffing. Upon completion of the transition services agreement (“TSA”) with INSPYR Solutions in April 2026, the Company will unify its client and candidate-facing go-to-market activities under the BGStaffing.com domain to drive search engine optimization, brand clarity, and marketing effectiveness.
Co-Chief Executive Officer and Chief Financial Officer, Keith Schroeder, said, “Fiscal 2025 marked a transformational year for the Company. After the sale of our Professional division, we returned meaningful capital to shareholders through a $2.00-per-share special dividend and a $5 million share repurchase authorization. Today, we are solely focused as a property management staffing organization that is debt-free with a strong cash position.
“With a disciplined approach to capital allocation and a focus on growth powered by experienced people and AI-enabled automation, we are intentionally streamlining the business as we exit the TSA. While the near-term results may continue to be choppy, we believe these actions position the Company for sustainable, long-term value creation.”
Co-Chief Executive Officer and Property Management President, Kelly Brown, commented, “In 2025, we completed a strategic study that outlined a clear roadmap to enhance the customer experience, accelerate recruiting and fulfillment, and modernize our digital and customer touchpoints. Scaling our human expertise and AI-based tools is delivering a compelling value proposition to our clients centered on speed, talent quality, and service excellence.
“In February 2026, we entered PropTech through our first software partnership with Yardi, the leading property management technology platform. Through the Yardi Independent Consultant Network, we are pairing industry expertise with technology-enabled talent solutions, further strengthening our differentiated multi-family and commercial property staffing offerings. We are intensely focused on investing for growth in 2026, and are encouraged by early trends in PropTech and other initiatives this year.”
Q4 2025 Highlights from Continuing Operations (results include sequential comparisons to Q3 2025):
•Revenues were $22.0 million for Q4, compared to $24.3 million in the prior year quarter and compared to $26.9 million for Q3. The 9.4% decrease from prior year quarter is driven by lower billed hours amid overall cost pressures on property management companies and property owners that we experienced during 2025. The 18.1% decrease from Q3 is primarily driven by decreased billed hours from seasonal demand.
•Gross profit was $7.7 million for Q4, compared to $8.7 million in the prior year quarter and compared to $9.7 million in Q3, primarily due to lower sales.
•Net loss was $1.3 million, or $0.11 per diluted share for Q4, compared to a net loss of $2.9 million, or $0.27 per diluted share in the prior year quarter, and a net loss of $3.1 million or $0.28 per diluted share in Q3.
•Adjusted EBITDA1 loss was $0.9 million (4.3% of revenues) in Q4, compared to loss of $1.6 million (6.7% of revenues) in the prior year quarter and income of $1.0 million (3.6% of revenues) in Q3.
•Despite a $1.0 million year over year lower gross profit due to lower sales, our Adjusted EBITDA year over year loss improved due to cost cutting measures implemented during 2025 in selling, general and administrative expenses.
•Adjusted EPS1 loss was $0.09 for Q4, compared with Adjusted EPS1 loss of $0.14 in the prior year quarter and Adjusted EPS1 income of $0.08 for Q3.
SUMMARY OF FINANCIAL RESULTS FROM CONTINUING OPERATIONS
(dollars in thousands, except per share) (unaudited)
| For the Thirteen Week Periods Ended | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| December 28,<br>2025 | December 29,<br>2024 | September 28,<br>2025 | ||||||||
| Revenues | $ | 22,026 | $ | 24,306 | $ | 26,895 | ||||
| Gross profit | $ | 7,703 | $ | 8,734 | $ | 9,660 | ||||
| Gross profit percentage | 35.0 | % | 35.9 | % | 35.9 | % | ||||
| Operating loss | $ | (1,768) | $ | (2,130) | $ | (937) | ||||
| Net loss | $ | (1,264) | $ | (2,941) | $ | (3,078) | ||||
| Net loss per diluted share | $ | (0.11) | $ | (0.27) | $ | (0.28) | ||||
| Non-GAAP Financial Measures: | ||||||||||
| Adjusted EBITDA1 | $ | (947) | $ | (1,630) | $ | 980 | ||||
| Adjusted EBITDA Margin (% of revenue)1 | (4.3)% | (6.7) | % | 3.6 | % | |||||
| Adjusted EPS1 | $ | (0.09) | $ | (0.14) | $ | 0.08 |
1 Adjusted EBITDA and Adjusted EPS are non-GAAP financial measures as defined and reconciled below.
Conference Call
BGSF will discuss its fourth quarter and fiscal year 2025 financial results during a conference call and webcast at 9:00 a.m. ET on March 12, 2026. Interested participants may dial 1-888-506-0062 (Toll Free) or 1-973-528-0011 (International) and enter access code 687081. A replay of the call will be available until March 26, 2026. To access the replay, please dial 1-877-481-4010 (Toll Free), or 1-919-882-2331 (International) and enter access code 53445. The live webcast and archived replay are accessible from the investor relations section of the Company’s website at https://investor.bgsf.com/events-and-presentations/default.aspx
About BGSF
BGSF provides best-in-class property management resources and solutions to growing apartment and luxury communities, as well as commercial properties, and was awarded Supplier Company of the Year by the National Apartment Association in recent years. Through its exclusive and semi-exclusive agreements with some of the largest property management companies in North America, BGSF offers differentiated advantages to clients, including trained talent and unique technological platforms that seek to maximize efficiencies in the growing residential and commercial leased property industries. For more information on the Company and its services, please visit its website at www.bgsf.com.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of U.S. federal securities laws. Such forward-looking statements include, but are not limited to, statements regarding BGSF’s expectations, hopes, beliefs, intentions, plans, prospects, or strategies regarding the future revenue and the business plans of BGSF’s management team. Any statements contained herein that are not statements of historical fact may be deemed to be forward-looking statements. In addition, any statements that refer to projections, forecasts, or other characterizations of future events or
circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipate,” “believe,” “continue,” “could,” “endeavor,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “will,” “would,” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. The forward-looking statements contained in this press release are based on certain assumptions and analyses made by the management of BGSF considering their respective experience and perception of historical trends, current conditions, and expected future developments and their potential effects on BGSF as well as other factors they believe are appropriate in the circumstances. There can be no assurance that future developments affecting BGSF will be those anticipated. These forward-looking statements involve a number of risks, uncertainties, or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements, including the mix of services or solutions utilized by BGSF’s client partners and such client partners’ needs for these services or solutions, market acceptance of new offerings of services or solutions, the ability of BGSF to expand what it does for existing client partners as well as to add new client partners, whether BGSF will have sufficient capital to operate as anticipated, the impact of the use of AI-powered sales and recruiting technologies and the timing of their availability, the impact of our strategic initiatives and cost reductions, the demand for BGSF’s services and solutions, economic activity in BGSF’s industry and in general, and certain risks, uncertainties, and assumptions described in BGSF’s most recently filed Annual Report on Form 10-K and subsequently filed Quarterly Reports on Form 10-Q under the heading “Risk Factors.” Should one or more of these risks or uncertainties materialize or should any of the assumptions being made prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. BGSF undertakes no obligation to update or revise any forward-looking statements, whether because of new information, future events, or otherwise, except as may be required under applicable securities laws.
CONTACT:
Steven Hooser or Sandy Martin
Three Part Advisors
ir@BGSF.com 214.872.2710 or 214.616.2207
Source: BGSF, Inc.
CONSOLIDATED BALANCE SHEETS
(in thousands, except share amounts)
| December 28, 2025 | December 29, 2024 | |||
|---|---|---|---|---|
| ASSETS | ||||
| Current assets | ||||
| $ | 19,018 | $ | 32 | |
| 11,898 | 17,148 | |||
| 4,950 | — | |||
| 1,126 | 1,600 | |||
| 1,458 | 2,213 | |||
| — | 24,354 | |||
| 38,450 | 45,347 | |||
| Property and equipment, net | 244 | 608 | ||
| Other assets | ||||
| 1,938 | 2,003 | |||
| 3,002 | 4,068 | |||
| 9,496 | 7,849 | |||
| 630 | 1,083 | |||
| 3,003 | 4,385 | |||
| 1,074 | 1,074 | |||
| — | 83,694 | |||
| 19,143 | 104,156 | |||
| $ | 57,837 | $ | 150,111 | |
| LIABILITIES AND STOCKHOLDERS' EQUITY | ||||
| Current liabilities | ||||
| $ | 503 | $ | 80 | |
| 4,441 | 4,868 | |||
| 3,064 | — | |||
| — | 3,801 | |||
| — | 223 | |||
| 76 | 212 | |||
| 449 | — | |||
| — | 4,368 | |||
| 409 | 544 | |||
| 392 | — | |||
| — | 11,824 | |||
| 9,334 | 25,920 | |||
| Line of credit (net of debt issuance costs of 0 and 770, respectively) | — | 5,625 | ||
| Long-term debt, less current portion (net of debt issuance costs of 0 and 198, respectively) | — | 32,527 | ||
| Severance payable, less current portion | 100 | — | ||
| Lease liabilities, less current portion | 298 | 698 | ||
| Noncurrent liabilities of discontinued operations | — | 3,072 | ||
| 9,732 | 67,842 | |||
| Commitments and contingencies | ||||
| Preferred stock, 0.01 par value per share, 500,000 shares authorized, -0- shares issued and outstanding | — | — | ||
| Common stock, 0.01 par value per share; 19,500,000 shares authorized, 11,227,197 and 11,038,623 shares issued and outstanding, respectively | 112 | 110 | ||
| Additional paid in capital | 71,445 | 70,260 | ||
| (Accumulated deficit) retained earnings | (21,874) | 11,956 | ||
| Treasury stock of 355,150 and 3,930 shares, respectively | (1,578) | (57) | ||
| 48,105 | 82,269 | |||
| $ | 57,837 | $ | 150,111 |
All values are in US Dollars.
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share and dividend amounts)
For the Thirteen and Fifty-two weeks ended Week Periods Ended December 28, 2025 and December 29, 2024
| Thirteen Weeks Ended | Fifty-two Weeks Ended | ||||||||
|---|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | ||||||
| Revenues, net | $ | 22,026 | $ | 24,306 | $ | 93,310 | $ | 104,402 | |
| Cost of services | 14,323 | 15,572 | 59,977 | 66,033 | |||||
| Gross profit | 7,703 | 8,734 | 33,333 | 38,369 | |||||
| Selling, general, and administrative expenses | 9,332 | 10,537 | 41,136 | 42,902 | |||||
| Gain on contingent consideration | — | — | (450) | — | |||||
| Depreciation and amortization | 139 | 327 | 1,550 | 1,334 | |||||
| Operating (loss) income | (1,768) | (2,130) | (8,903) | (5,867) | |||||
| Interest income (expense), net | 84 | (1,493) | (4,511) | (4,921) | |||||
| Loss before income taxes from continuing operations | (1,684) | (3,623) | (13,414) | (10,788) | |||||
| Income tax benefit from continuing operations | 420 | 682 | 1,881 | 2,084 | |||||
| Loss from continuing operations | (1,264) | (2,941) | (11,533) | (8,704) | |||||
| Income (loss) from discontinued operations: | |||||||||
| Income (loss) | 728 | 2,467 | 4,423 | 7,080 | |||||
| Loss on sale | (831) | — | (3,723) | — | |||||
| Income tax (expense) benefit | 207 | (507) | (597) | (1,714) | |||||
| Net loss | $ | (1,160) | $ | (981) | $ | (11,430) | $ | (3,338) | |
| Net (loss) income per share - basic and diluted: | |||||||||
| Net loss from continuing operations | $ | (0.11) | $ | (0.27) | $ | (1.05) | $ | (0.80) | |
| Net income (loss) from discontinued operations: | |||||||||
| Income (loss) | 0.07 | 0.22 | 0.40 | 0.65 | |||||
| Loss on sale | (0.07) | — | (0.34) | — | |||||
| Income tax (expense) benefit | 0.01 | (0.05) | (0.05) | (0.16) | |||||
| Net loss per share - basic and diluted | $ | (0.10) | $ | (0.10) | $ | (1.04) | $ | (0.31) | |
| Weighted average shares outstanding: | |||||||||
| Basic and Diluted | 11,087 | 10,943 | 11,025 | 10,896 | |||||
| Cash dividends declared per common share | $ | — | $ | — | $ | 2.00 | $ | 0.15 |
PROPERTY MANAGEMENT SEGMENT
(dollars in thousands)
| Thirteen Weeks Ended | Fifty-two Weeks Ended | ||||||||
|---|---|---|---|---|---|---|---|---|---|
| December 28,<br>2025 | December 29,<br>2024 | December 28,<br>2025 | December 29,<br>2024 | ||||||
| Contract field talent | $ | 21,432 | $ | 23,907 | $ | 91,051 | $ | 102,618 | |
| Contingent placements | 594 | 399 | 2,259 | 1,784 | |||||
| Revenue | 22,026 | 24,306 | 93,310 | 104,402 | |||||
| Compensation and related | 14,285 | 15,529 | 59,826 | 65,870 | |||||
| Other | 38 | 43 | 151 | 163 | |||||
| Gross profit | 7,703 | 8,734 | 33,333 | 38,369 | |||||
| Selling: | |||||||||
| Compensation | 4,397 | 4,650 | 16,866 | 18,936 | |||||
| Advertising, occupancy, and travel | 397 | 392 | 1,694 | 1,837 | |||||
| Software, insurance, and professional fees | 482 | 327 | 1,634 | 1,275 | |||||
| Other | 224 | 550 | 2,767 | 2,583 | |||||
| Contributions to overhead | 5,500 | 5,919 | 22,961 | 24,631 | |||||
| General and administrative: | |||||||||
| Compensation | 1,972 | 2,368 | 8,290 | 9,394 | |||||
| Software | 679 | 942 | 2,875 | 2,862 | |||||
| Professional fees | 885 | 777 | 3,087 | 2,898 | |||||
| Strategic alternatives review | 403 | 88 | 2,519 | 962 | |||||
| Other | (107) | 443 | 1,404 | 2,155 | |||||
| Gain on contingent consideration | — | — | (450) | — | |||||
| Depreciation and amortization | 139 | 328 | 1,550 | 1,334 | |||||
| Operating loss | (1,768) | (2,131) | (8,903) | (5,867) | |||||
| Interest income (expense), net | 83 | (1,493) | (4,511) | (4,921) | |||||
| Income tax benefit from continuing operations | 421 | 683 | 1,881 | 2,084 | |||||
| Net loss from continuing operations | $ | (1,264) | $ | (2,941) | $ | (11,533) | $ | (8,704) | |
| Capital expenditures | $ | 16 | $ | 154 | $ | 138 | $ | 1,217 | |
| Total assets | $ | 57,837 | $ | 42,063 | $ | 57,837 | $ | 42,063 |
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
For the Fifty-two Week Periods Ended December 28, 2025 and December 29, 2024
| 2025 | 2024 | ||||||
|---|---|---|---|---|---|---|---|
| Cash flows from operating activities | |||||||
| Net loss | $ | (11,430) | $ | (3,338) | |||
| Net income from discontinued operations | (3,826) | (5,366) | |||||
| Adjustments to reconcile net loss to net cash (used in) provided by operating activities: | |||||||
| Depreciation | 113 | 152 | |||||
| Amortization | 1,437 | 1,182 | |||||
| Loss on sale of discontinued operations | 3,723 | — | |||||
| Loss on disposal of property and equipment | 164 | 3 | |||||
| Contingent consideration adjustment | (450) | — | |||||
| Amortization of debt issuance costs | 1,022 | 425 | |||||
| Interest expense on note payable | 136 | — | |||||
| Provision for credit losses | 1,857 | 1,859 | |||||
| Share-based compensation | 1,006 | 908 | |||||
| Deferred income taxes | (1,647) | 378 | |||||
| Net changes in operating assets and liabilities, net of effects of acquisitions: | |||||||
| Accounts receivable | 3,393 | 8,188 | |||||
| Escrow receivable | (4,950) | — | |||||
| Prepaid expenses | 563 | 928 | |||||
| Other current assets | (346) | 794 | |||||
| Deposits | 66 | 593 | |||||
| Software as a service | 1,073 | 669 | |||||
| Accounts payable | 423 | (14) | |||||
| Accrued payroll and expenses | 618 | (1,716) | |||||
| Transaction services payable | 3,064 | — | |||||
| Accrued interest | (223) | (215) | |||||
| Income taxes payable | (80) | 103 | |||||
| Severance payable | 492 | — | |||||
| Operating leases | (82) | (85) | |||||
| Other long-term liabilities | 4,001 | 13,937 | |||||
| Net cash (used in) provided by continuing operating activities | 117 | 19,385 | |||||
| Net cash provided by discontinued operating activities | 25 | 4,994 | |||||
| Net cash (used in) provided by operating activities | 142 | 24,379 | |||||
| Cash flows from investing activities | |||||||
| Proceeds from business sold | 91,528 | — | |||||
| Capital expenditures | (138) | (1,217) | |||||
| Net cash provided by (used in) continuing investing activities | 91,390 | (1,217) | |||||
| Net cash used in discontinued investing activities | (193) | (423) | |||||
| Net cash provided by (used in) investing activities | 91,197 | (1,640) |
| 2025 | 2024 | |||||
|---|---|---|---|---|---|---|
| Cash flows from financing activities | ||||||
| Net payments under line of credit | (10,220) | (18,479) | ||||
| Proceeds from issuance of long-term debt | — | 4,250 | ||||
| Principal payments on long-term debt | (32,725) | (1,700) | ||||
| Payments of convertible note | (4,368) | — | ||||
| Payments of dividends | (22,400) | (1,639) | ||||
| Issuance of ESPP shares | 134 | 459 | ||||
| Issuance of shares under the 2013 Long-Term Incentive Plan | — | 262 | ||||
| Note payable paid | (1,237) | — | ||||
| Payments of debt issuance costs | (29) | (1,289) | ||||
| Note payable paid | (155) | — | ||||
| Repurchase of common stock | (1,521) | — | ||||
| Net cash used in continuing financing activities | (72,521) | (18,136) | ||||
| Net cash used in discontinued financing activities | — | (4,250) | ||||
| Net cash used in financing activities | (72,521) | (22,386) | ||||
| Net change in cash and cash equivalents, continuing operations | 18,818 | 353 | ||||
| Less: net change in cash and cash equivalents, discontinued operations | (168) | 321 | ||||
| Cash and cash equivalents, beginning of year, continuing operations | 32 | — | ||||
| Cash and cash equivalents, end of year, continuing operations | $ | 19,018 | $ | 32 | ||
| Supplemental cash flow information: | ||||||
| Cash paid for interest, net - continuing operations | $ | 3,266 | $ | 4,475 | ||
| Cash paid for taxes (federal), net of refunds - continuing operations | $ | — | $ | 4 | ||
| Cash paid for taxes (state), net of refunds | ||||||
| Continuing operations | $ | 335 | $ | 469 | ||
| Discontinued operations | $ | 170 | $ | 212 | ||
| Total cash paid for taxes (state), net of refunds | $ | 505 | $ | 685 |
NON-GAAP FINANCIAL MEASURES
The financial results of BGSF, Inc. are prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and the rules of the U.S. Securities and Exchange Commission. To help the readers understand our financial performance, we supplement our GAAP financial results with Adjusted EBITDA and Adjusted EPS.
A non-GAAP financial measure is a numerical measure of a company's financial performance that excludes or includes amounts so as to be different than the most directly comparable measure calculated and presented in accordance with GAAP in the statement of income, balance sheet or statement of cash flows of a company. Adjusted EBITDA and Adjusted EPS are not measurements of financial performance under GAAP and should not be considered as alternatives to net income, net income per diluted share, operating income, or any other performance measure derived in accordance with GAAP, or as alternatives to cash flow from operating activities or measures of our liquidity. We believe that Adjusted EBITDA and Adjusted EPS are useful performance measures and are used by us to facilitate a comparison of our operating performance on a consistent basis from period-to-period and to provide for a more complete understanding of factors and trends affecting our business than measures under GAAP can provide alone.
We define “Adjusted EBITDA" as earnings before interest expense, income taxes, depreciation and amortization expense, costs associated with the evaluation of potential strategic alternatives (“strategic alternatives review”), software as a service costs, and certain non-cash expenses such as share-based compensation expense, as well as certain specific events that management does not consider in assessing our on-going operating performance.
We define “Adjusted EPS” as diluted earnings per share eliminating interest expense, depreciation,, and amortization expense, the strategic alternatives review, software as a service costs, and certain non-cash expenses such as share-based compensation expense, as well as certain specific events that management does not consider in assessing our on-going operating performance, net of the respective income tax effect.
Reconciliation of Net Loss to Adjusted EBITDA
(dollars in thousands)
| Thirteen Weeks Ended | Fifty-two Weeks Ended | Thirteen Weeks Ended | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| December 28,<br>2025 | December 29,<br>2024 | December 28,<br>2025 | December 29,<br>2024 | September 28,<br>2025 | |||||||||||
| Net loss from continuing operations | $ | (1,264) | $ | (2,941) | $ | (11,533) | $ | (8,704) | $ | (3,078) | |||||
| Income tax (benefit) expense | (420) | (682) | (1,881) | (2,084) | 571 | ||||||||||
| Interest (income) expense, net | (84) | 1,493 | 4,511 | 4,921 | 1,570 | ||||||||||
| Operating loss | (1,768) | (2,130) | (8,903) | (5,867) | (937) | ||||||||||
| Depreciation and amortization | 139 | 327 | 1,550 | 1,334 | 824 | ||||||||||
| Gain on contingent consideration | — | — | (450) | — | (450) | ||||||||||
| Share-based compensation | 156 | 183 | 1,006 | 908 | 545 | ||||||||||
| Strategic alternatives review | 403 | 88 | 2,519 | 962 | 482 | ||||||||||
| Software as a service1 | 123 | 252 | 1,073 | 669 | 516 | ||||||||||
| Transaction fees | — | 7 | — | 48 | — | ||||||||||
| Aged receivable adjustment | — | (357) | 1,070 | 401 | — | ||||||||||
| Adjusted EBITDA from continuing operations | (947) | (1,630) | (2,135) | (1,545) | 980 | ||||||||||
| Adjusted EBITDA Margin (% of revenue) | (4.3) | % | (6.7) | % | (2.3) | % | (1.5) | % | 3.6 | % | |||||
| Loss on sale | (831) | — | (3,723) | — | (2,892) | ||||||||||
| Income (loss) from discontinued operations | 935 | 1,960 | 3,826 | 5,366 | 963 | ||||||||||
| Adjustments to discontinued operations | 1,866 | 4,969 | 4,222 | 8,229 | 2,073 | ||||||||||
| Adjusted EBITDA from discontinued operations | 2,801 | 6,929 | 8,048 | 13,595 | 3,036 | ||||||||||
| Adjusted EBITDA, net | $ | 1,023 | $ | 5,299 | $ | 2,190 | $ | 12,050 | $ | 1,124 |
1 We capitalize direct costs incurred in cloud computing implementation from hosting arrangements, which are reported as a Software as a service and are expensed as incurred in selling, general, and administrative expenses.
Reconciliation of Net Loss EPS to Adjusted EPS
| Thirteen Weeks Ended | Fifty-two Weeks Ended | Thirteen Weeks Ended | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| December 28,<br>2025 | December 29,<br>2024 | December 28,<br>2025 | December 29,<br>2024 | September 28,<br>2025 | ||||||
| Net loss from continuing operations per diluted share | $ | (0.11) | $ | (0.27) | $ | (1.05) | $ | (0.80) | $ | (0.28) |
| Income tax (benefit) expense | (0.04) | (0.06) | (0.17) | (0.19) | 0.05 | |||||
| Interest (income) expense, net | (0.01) | 0.14 | 0.41 | 0.45 | 0.14 | |||||
| Operating loss | (0.16) | (0.19) | (0.81) | (0.54) | (0.09) | |||||
| Depreciation and amortization | 0.01 | 0.03 | 0.14 | 0.12 | 0.07 | |||||
| Gain on contingent consideration | — | — | (0.04) | — | (0.04) | |||||
| Share-based compensation | 0.01 | 0.02 | 0.09 | 0.08 | 0.05 | |||||
| Strategic alternatives review | 0.04 | 0.01 | 0.23 | 0.09 | 0.04 | |||||
| Software as a service1 | 0.01 | 0.02 | 0.10 | 0.06 | 0.05 | |||||
| Aged receivable adjustment | — | (0.03) | 0.10 | 0.04 | — | |||||
| Adjusted EPS from continuing operations | (0.09) | (0.14) | (0.19) | (0.15) | 0.08 | |||||
| Loss on sale | (0.07) | — | (0.34) | — | (0.26) | |||||
| Adjusted EPS from discontinued operations | 0.25 | 0.63 | 0.73 | 1.25 | 0.27 | |||||
| Adjusted EPS | $ | 0.09 | $ | 0.49 | $ | 0.20 | $ | 1.10 | $ | 0.09 |
1 We capitalize direct costs incurred in cloud computing implementation from hosting arrangements, which are reported as a Software as a service and are expensed as incurred in selling, general, and administrative expenses.