8-K

BGSF, INC. (BGSF)

8-K 2024-08-07 For: 2024-08-07
View Original
Added on April 09, 2026

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):

August 7, 2024

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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.
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On August 7, 2024, BGSF, Inc. (the "Company") issued a press release regarding its financial results for the second fiscal quarter ended June 30, 2024. 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 August 7, 2024
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: August 7, 2024 /s/ John Barnett
Name:<br>Title: John Barnett<br>Chief Financial Officer and Secretary<br>(Principal Financial Officer)

Document

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BGSF, Inc. Reports Second Quarter 2024 Financial Results

PLANO, Texas – (August 7, 2024) – BGSF, Inc. (NYSE: BGSF), a growing provider of consulting, managed services, and professional workforce solutions, today reported financial results for the second fiscal quarter ended June 30, 2024.

Q2 2024 Sequential Comparison to Q1 2024:

•Revenues were $68.1 million for Q2, compared to $68.8 million for Q1.

◦Property Management segment revenues increased 4.8% from Q1, mainly due to normal seasonal fluctuations.

◦Professional segment revenues declined 4.1% from Q1, with project completions outpacing the timing of new engagement starts.

•Gross profit was $23.6 million, up from $23.4 million in Q1, primarily due to higher sales in Property Management.

•Net loss was $0.8 million, or $0.07 per diluted share for Q2 and Q1.

•Adjusted EBITDA1 was $2.6 million (3.8% of revenues) in Q2 from $2.7 million (4.0% of revenues) in Q1.

•Adjusted EPS1 was $0.07 for Q2 compared with $0.07 for Q1.

SUMMARY OF FINANCIAL RESULTS

(dollars in thousands) (unaudited)

For the Thirteen Week Periods Ended
June 30,<br>2024 July 2,<br>2023 March 31,<br>2024
Revenue:
Property Management $ 25,726 $ 31,071 $ 24,547
Professional 42,411 49,729 44,218
Total $ 68,137 $ 80,800 $ 68,765
Gross profit / Gross profit percentage:
Property Management $ 9,596 37 % $ 12,652 41 % $ 9,343 38 %
Professional 14,034 33 % 16,922 34 % 14,095 32 %
Total $ 23,630 35 % $ 29,574 37 % $ 23,438 34 %
Operating income $ 81 $ 5,050 $ 415
Net (loss) Income $ (761) $ 2,604 $ (792)
Net (loss) income per diluted share $ (0.07) $ 0.24 $ (0.07)
Non-GAAP Financial Measures:
Adjusted EBITDA1 $ 2,603 $ 7,500 $ 2,741
Adjusted EBITDA Margin (% of revenue)1 3.8 % 9.3 % 4.0 %
Adjusted EPS1 $ 0.07 $ 0.37 $ 0.07

1 Adjusted EBITDA and Adjusted EPS are non-GAAP financial measures as defined and reconciled below.

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Beth A. Garvey, Chair, President, and CEO, said, “Despite weak revenue and operating trends during the second quarter, we believe that recent project wins will begin generating additional revenue in the second half of 2024. In the first half of the year, we reduced headcount and lowered fixed costs to align with both our revenues and our strategic growth plans.

“Our territory mapping strategy, which derived out of our Salesforce platform, in Property Management is showing early positive results between the first and second quarters, and we are confident in our strategy to deploy in additional markets in the coming months. Although the Professional segment has experienced a slowdown in customer spending due to macroeconomic headwinds and sustained higher interest rates, we are seeing significant growth in our managed services and consulting engagements. Notably, during the second quarter, new contract wins outpaced contract ends by approximately 25%. We won one of the most significant single projects in our company’s history—a major IT transformation project for a large international client, which will start contributing to our financials in the third quarter.

“While our first-half results do not fully capture the momentum from these recent business wins, we anticipate a strong revenue ramp-up in the Professional division starting in the third quarter and continuing into the fourth. Additionally, we are seeing an increase in our permanent placement activity in our finance & accounting services, with recent double-digit growth, which we believe is a positive sign for the future.

“We are cautiously optimistic about what the second half of 2024 will bring.

“Regarding the review of strategic alternatives that we announced in May, the Board and I continue to evaluate options to maximize shareholder value. While there is no update at this time, the process is ongoing, and we look forward to sharing the results in the future. I want to extend my gratitude to all our stakeholders—employees, clients, partners, and investors—for their continued support and belief in our vision at BGSF.

“Lastly, I am pleased to announce that we have been recognized in Staffing Industry Analysts' 2024 U.S. rankings, placing us in the top 50 for U.S. IT staffing firms and the top 100 for overall U.S. staffing firms. We remain committed to delivering value and excellence to our customers and strategic partners.” concluded Garvey.

Conference Call

BGSF will discuss its second quarter 2024 financial results during a conference call and webcast at 9:00 a.m. ET on August 8, 2024. Interested participants may dial 1-844-481-3017 (Toll Free) or 1-412-317-1882 (International). A replay of the call will be available until August 15, 2024. To access the replay, please dial 1-877-344-7529 (Toll Free), or 1-412-317-0088 (International) and enter access code 4959867. 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 consulting, managed services and professional workforce solutions to a variety of industries through its various divisions in IT, Finance & Accounting, Managed Solutions, and Property Management. BGSF has integrated several regional and national brands achieving scalable growth. The Company was ranked by Staffing Industry Analysts as the 97th largest U.S. staffing company and the 49th largest IT staffing firm in 2024. The Company’s disciplined acquisition philosophy, which builds value through both financial growth and the retention of unique and dedicated talent within BGSF’s family of companies, has resulted in a seasoned management team with strong tenure and the ability to offer exceptional service to our field talent and client partners while building value for investors. For more information on the Company and its services, please visit its website at www.bgsf.com.

Forward-Looking Statements

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The forward-looking statements in this press release are made under the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements may include, but are not limited to, statements regarding our future financial performance and the expectations and objectives of our board or management. The Company’s actual results could differ materially from those indicated by the forward-looking statements because of various other risks and uncertainties, including, among other things, risks relating to volatility and uncertainty in the capital markets, availability of suitable third parties with which to conduct any strategic transaction, whether the Company will be able to pursue a strategic transaction, or whether any such transaction, if pursued, will be completed successfully and on attractive terms, or at all, the risks associated with undertaking a review of strategic alternatives, including in respect of relationships with stockholders, employees, customers, and suppliers, as well as risks and uncertainties listed in Item 1A of the Company’s Annual Report on Form 10-K and in the Company’s other filings and reports with the Securities and Exchange Commission. All of the risks and uncertainties are beyond the ability of the Company to control, and in many cases, the Company cannot predict the risks and uncertainties that could cause its actual results to differ materially from those indicated by the forward-looking statements. When used in this press release, the words “allows,” “anticipates,” “believes,” “plans,” “expects,” “estimates,” “should,” “would,” “may,” “might,” “forward,” “will,” “intends,” “continue,” “outlook,” “temporarily,” “progressing,” "prospects," and “anticipates” and similar expressions as they relate to the Company or its management are intended to identify forward-looking statements. Except as required by law, the Company is not obligated to publicly release any revisions to these forward-looking statements to reflect the events or circumstances after the date of this press release or to reflect the occurrence of unanticipated events.

CONTACT:

Steven Hooser or Sandy Martin

Three Part Advisors

ir@bgstaffing.com 214.872.2710 or 214.616.2207

Source: BGSF, Inc.

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UNAUDITED CONSOLIDATED BALANCE SHEETS

(in thousands, except share amounts)

June 30,<br>2024 December 31, 2023
ASSETS
Current assets
$ 226 $
46,430 56,776
2,870 2,963
3,416 7,172
52,942 66,911
Property and equipment, net 1,284 1,217
Other assets
2,093 2,699
4,750 5,026
7,398 7,271
4,481 5,435
27,655 30,370
59,151 59,588
105,528 110,389
$ 159,754 $ 178,517
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
$ 254 $ 95
14,004 14,902
24,746
3,371 34,000
220 438
165 282
4,208
4,368 4,368
2,116
1,719 2,016
26,217 85,055
Line of credit (net of debt issuance costs of 318) 13,748
Long-term debt, less current portion (net of debt issuance costs of 236) 29,514
Contingent consideration, less current portion 3,981 4,112
Lease liabilities, less current portion 3,133 3,814
76,593 92,981

All values are in US Dollars.

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 10,956,137 and 10,887,509 shares issued and outstanding, respectively, net of 3,930 shares of treasury stock, at cost, respectively. 53 52
Additional paid in capital 69,367 68,551
Retained earnings 13,741 16,933
83,161 85,536
$ 159,754 $ 178,517

All values are in US Dollars.

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UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share and dividend amounts)

For the Thirteen and Twenty-six Week Periods Ended June 30, 2024 and July 2, 2023

Thirteen Weeks Ended Twenty-six Weeks Ended
2024 2023 2024 2023
Revenues $ 68,137 $ 80,800 $ 136,903 $ 156,116
Cost of services 44,507 51,226 89,835 99,758
Gross profit 23,630 29,574 47,068 56,358
Selling, general and administrative expenses 21,568 22,584 42,583 45,796
Impairment losses 22,545
Depreciation and amortization 1,981 1,940 3,988 3,696
Operating income (loss) 81 5,050 497 (15,679)
Interest expense, net (1,061) (1,502) (2,297) (2,703)
(Loss) income before income taxes (980) 3,548 (1,800) (18,382)
Income tax benefit (expense) 219 (944) 247 4,520
Net (loss) income $ (761) $ 2,604 $ (1,553) $ (13,862)
Net (loss) income per share:
Basic $ (0.07) $ 0.24 $ (0.14) $ (1.29)
Diluted $ (0.07) $ 0.24 $ (0.14) $ (1.29)
Weighted-average shares outstanding:
Basic 10,880 10,759 10,858 10,731
Diluted 10,880 10,770 10,858 10,731
Cash dividends declared per common share $ $ 0.15 $ 0.15 $ 0.30

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BUSINESS SEGMENTS

(dollars in thousands)

(unaudited)

Thirteen Weeks Ended Twenty-six Weeks Ended
June 30,<br>2024 July 2,<br>2023 June 30,<br>2024 July 2,<br>2023
Revenue:
Property Management $ 25,726 38 % $ 31,071 38 % $ 50,273 37 % $ 59,477 38 %
Professional 42,411 62 49,729 62 86,630 63 96,639 62
Total $ 68,137 100 % $ 80,800 100 % $ 136,903 100 % $ 156,116 100 %
Gross profit:
Property Management 9,596 41 % $ 12,652 43 % $ 18,939 40 % $ 23,999 43 %
Professional 14,034 59 16,922 57 28,129 60 32,359 57
Total $ 23,630 100 % $ 29,574 100 % $ 47,068 100 % $ 56,358 100 %
Operating income (loss):
Property Management $ 3,203 $ 5,774 $ 6,605 $ 10,464
Professional -without impairment losses 1,556 3,786 3,230 6,413
Professional - impairment losses (22,545)
Home office (4,678) (4,510) (9,338) (10,011)
Total $ 81 $ 5,050 $ 497 $ (15,679)

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UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

For the Twenty-six Week Periods Ended June 30, 2024 and July 2, 2023

2024 2023
Cash flows from operating activities
Net loss $ (1,553) $ (13,862)
Adjustments to reconcile net loss to net cash provided by activities:
Depreciation 184 238
Amortization 3,804 3,458
Impairment losses 22,545
Loss on disposal of property and equipment 9
Amortization of debt issuance costs 89 92
Interest expense on contingent consideration payable (90) 202
Provision for credit losses 1,116 321
Share-based compensation 471 436
Deferred income taxes, net of acquired deferred tax liability (127) (5,287)
Net changes in operating assets and liabilities, net of effects of acquisitions:
Accounts receivable 9,230 7,672
Prepaid expenses 93 (93)
Other current assets 1,597 2,572
Deposits 607 (9)
Software as a service 358 362
Accounts payable 160 (1,515)
Accrued payroll and expenses (219) (5,033)
Accrued interest (218) 264
Income taxes receivable and payable (771) 274
Operating leases (23) (88)
Net cash provided by operating activities 14,717 12,549
Cash flows from investing activities
Businesses acquired, net of cash received (6,740)
Capital expenditures (995) (1,490)
Net cash used in investing activities (995) (8,230) Cash flows from financing activities
--- --- --- --- --- --- ---
Net (payments) borrowings under line of credit (10,808) 2,438
Principal payments on long-term debt (850) (2,000)
Payments of dividends (1,639) (3,244)
Issuance of ESPP shares 244 292
Issuance of shares under the 2013 Long-Term Incentive Plan, net of exercises 102 30
Contingent consideration paid (1,110)
Debt issuance costs (545) (65)
Net cash used in financing activities (13,496) (3,659)
Net change in cash and cash equivalents 226 660
Cash and cash equivalents, beginning of period
Cash and cash equivalents, end of period $ 226 $ 660
Supplemental cash flow information:
Cash paid for interest, net $ 2,417 $ 2,036
Cash paid for taxes, net of refunds $ 636 $ 484

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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 the Company's financial performance, the Company supplements its 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. In addition, the financial covenants in our credit agreement are based on EBITDA as defined in the credit agreement.

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”), transaction fees, and certain non-cash expenses such as impairment losses and 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 amortization expense of intangible assets from acquisitions, the Strategic Alternatives Review, transaction fees, and certain non-cash expenses such as impairment losses, 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) Income to Adjusted EBITDA

(dollars in thousands)

Thirteen Weeks Ended Twenty-six Weeks Ended Thirteen Weeks Ended
June 30,<br>2024 July 2,<br>2023 June 30,<br>2024 July 2,<br>2023 March 31,<br>2024
Net (loss) income $ (761) $ 2,604 $ (1,553) $ (13,862) $ (792)
Income tax (benefit) expense (219) 944 (247) (4,520) (28)
Interest expense, net 1,061 1,502 2,297 2,703 1,235
Operating income (loss) 81 5,050 497 (15,679) 415
Depreciation and amortization 1,981 1,940 3,988 3,696 2,007
Impairment losses 22,545
Share-based compensation 236 75 471 436 235
Strategic alternatives review 280 348 68
Transaction fees 25 435 40 753 16
Adjusted EBITDA $ 2,603 $ 7,500 $ 5,344 $ 11,751 $ 2,741
Adjusted EBITDA Margin<br> (% of revenue) 3.8 % 9.3 % 3.9 % 7.5 % 4.0 %

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Reconciliation of Net (Loss) Income EPS to Adjusted EPS

Thirteen Weeks Ended Twenty-six Weeks Ended Thirteen Weeks Ended
June 30,<br>2024 July 2,<br>2023 June 30,<br>2024 July 2,<br>2023 March 31,<br>2024
Net (loss) income per diluted share $ (0.07) $ 0.24 $ (0.14) $ (1.29) $ (0.07)
Acquisition amortization 0.15 0.14 0.29 0.27 0.15
Impairment losses (pre-tax) 2.10
Strategic alternatives review 0.03 0.03 0.01
Transaction fees 0.04 0.07
Income tax expense adjustment (0.04) (0.05) (0.04) (0.60) (0.02)
Adjusted EPS $ 0.07 $ 0.37 $ 0.14 $ 0.55 $ 0.07