8-K - BGSF - Equibles

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):

May 7, 2025

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 May 7, 2025, BGSF, Inc. (the "Company") issued a press release regarding its financial results for the first fiscal quarter ended March 30, 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	May 7, 2025
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:	May 7, 2025		/s/ Keith Schroeder
		Name:<br>Title:	Keith Schroeder<br>Chief Financial Officer and Secretary<br>(Principal Financial Officer)

Document

BGSF, Inc. Reports First Quarter 2025 Financial Results

PLANO, Texas – (May 7, 2025) – BGSF, Inc. (NYSE: BGSF), a leading provider of consulting, managed services, and professional workforce solutions, today reported financial results for the first fiscal quarter ended March 30, 2025.

Q1 2025 Highlights (results include sequential comparisons to Q4 2024):

•Revenues were $63.2 million for Q1, compared to $64.4 million for Q4.

◦Property Management segment revenues decreased 14.1% from Q4, primarily driven by seasonal demand.

◦Professional segment revenues increased 5.6% from Q4, primarily due to an increase in billed hours of approximately 5%.

•Gross profit was $20.9 million for Q1, down from $21.5 million in Q4, primarily due to lower sales in Property Management.

•Net loss was $0.7 million, or $0.07 per diluted share for Q1, compared to a net loss of $1.0 million in Q4 or $0.10 per diluted share.

•Adjusted EBITDA1 was $2.4 million (3.8% of revenues) in Q1 compared to $1.4 million (2.2% of revenues) in Q4.

•Adjusted EPS1 was $0.05 for Q1, compared with Adjusted EPS1 loss of $0.06 for Q4.

Beth A. Garvey, Chair, President, and CEO, said, “During the first quarter, business results strengthened as we moved through the quarter. We are also seeing month-over-month improvements in the second quarter. We continue advancing the Company’s restructuring plan to streamline operations based on strategic initiatives we announced in late 2024. Performance improved in the Professional segment, with revenues sequentially up 5.6% in the first quarter compared to the fourth quarter. As we signaled last quarter, the Property Management revenues were seasonally soft; however, gross margins sequentially improved.”

SUMMARY OF FINANCIAL RESULTS

(dollars in thousands) (unaudited)

		For the Thirteen Week Periods Ended
		March 30,<br>2025					March 31,<br>2024					December 29,<br>2024
Revenue:
	Property Management	$	20,883				$	24,547				$	24,306
	Professional	42,351					44,218					40,105
	Total	$	63,234				$	68,765				$	64,411
Gross profit / Gross profit percentage:
	Property Management	$	7,560		36.2	%	$	9,344		38.1	%	$	8,734		35.9	%
	Professional	13,361			31.5	%	14,094			31.9	%	12,732			31.7	%
	Total	$	20,921		33.1	%	$	23,438		34.1	%	$	21,466		33.3	%
Operating income		$	339				$	415				$	246
Net loss		$	(722)				$	(792)				$	(981)
Net loss per diluted share		$	(0.07)				$	(0.07)				$	(0.10)
Non-GAAP Financial Measures:
	Adjusted EBITDA1	$	2,372				$	2,919				$	1,387
	Adjusted EBITDA Margin (% of revenue)1	3.8		%			4.2		%			2.2		%
	Adjusted EPS1	$	0.05				$	0.10				$	(0.06)

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

Conference Call

BGSF will discuss its first quarter 2025 financial results during a conference call and webcast at 9:00 a.m. ET on May 8, 2025. Interested participants may dial 1-888-506-0062 (Toll Free) or 1-973-528-0011 (International). A replay of the call will be available until May 22, 2025. To access the replay, please dial 1-877-481-4010 (Toll Free), or 1-919-882-2331 (International) and enter access code 52350. 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

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, the risks associated with and the ultimate effects of the Company's cost restructuring plan, 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@BGSF.com 214.872.2710 or 214.616.2207

Source: BGSF, Inc.

CONSOLIDATED BALANCE SHEETS

(in thousands, except share amounts)

	March 30,<br>2025		December 29, 2024
	(unaudited)		(audited)
ASSETS
Current assets
	$	2,050	$	353
	42,553		40,194
	2,447		2,485
	2,492		2,315
	49,542		45,347
Property and equipment, net	947		1,137
Other assets
	2,087		2,092
	4,269		4,438
	8,611		8,456
	4,613		4,973
	23,040		24,517
	59,151		59,151
	101,771		103,627
	$	152,260	$	150,111
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
	$	1,605	$	80
	13,539		13,001
	3,748		3,801
	286		223
	250		212
	2,706		2,662
	4,368		4,368
	1,591		1,573
	28,093		25,920
Line of credit (net of debt issuance costs of 696 and 770, respectively)	7,304		5,625
Long-term debt, less current portion (net of debt issuance costs of 174 and 198, respectively)	31,595		32,527
Lease liabilities, less current portion	3,448		3,770
	70,440		67,842

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 11,108,693 and 11,038,623 shares issued and outstanding, respectively, net of 3,930 shares of treasury stock, at cost, respectively.	54		53
Additional paid in capital	70,532		70,260
Retained earnings	11,234		11,956
	81,820		82,269
	$	152,260	$	150,111

All values are in US Dollars.

UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share and dividend amounts)

For the Thirteen Week Periods Ended March 30, 2025 and March 31, 2024

		Thirteen Weeks Ended
		2025		2024
Revenues		$	63,234	$	68,765
Cost of services		42,313		45,327
	Gross profit	20,921		23,438
Selling, general, and administrative expenses		18,911		21,016
Depreciation and amortization		1,671		2,007
	Operating income	339		415
Interest expense, net		(1,146)		(1,235)
	Loss before income taxes	(807)		(820)
Income tax benefit		85		28
	Net loss	$	(722)	$	(792)
Net loss per share:
	Basic	$	(0.07)	$	(0.07)
	Diluted	$	(0.07)	$	(0.07)
Weighted-average shares outstanding:
	Basic	10,954		10,831
	Diluted	10,954		10,831
Cash dividends declared per common share		$	—	$	0.15

BUSINESS SEGMENTS

(dollars in thousands)

		Thirteen Weeks Ended
		March 30, 2025								March 31, 2024
		Property<br>Mgmt		Profes-sional		Home<br>Office		Total		Property<br>Mgmt		Profes-sional		Home<br>Office		Total
Contract field talent		$	20,279	$	41,285	$	—	$	61,564	$	24,060	$	42,778	$	—	$	66,838
Contingent placements		604		1,066		—		1,670		487		1,440		—		1,927
	Revenue	20,883		42,351		—		63,234		24,547		44,218		—		68,765
Cost of services		13,323		28,990		—		42,313		15,203		30,124		—		45,327
	Gross profit	7,560		13,361		—		20,921		9,344		14,094		—		23,438
Selling, general, and administrative expenses		5,064		9,908		3,939		18,911		5,908		10,753		4,355		21,016
Depreciation and amortization		20		1,342		309		1,671		32		1,669		306		2,007
	Operating income (loss)	2,476		2,111		(4,248)		339		3,404		1,672		(4,661)		415
Interest expense, net		—		—		(1,146)		(1,146)		—		—		(1,235)		(1,235)
Income tax benefit		—		—		85		85		—		—		28		28
	Net income (loss)	$	2,476	$	2,111	$	(5,309)	$	(722)	$	3,404	$	1,672	$	(5,868)	$	(792)

UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

For the Thirteen Week Periods Ended March 30, 2025 and March 31, 2024

				2025		2024
Cash flows from operating activities
	Net loss			$	(722)	$	(792)
		Adjustments to reconcile net loss to net cash provided by activities:
		Depreciation		98		94
		Amortization		1,573		1,913
		Software as a service		176		180
		Loss on disposal of property and equipment		11		8
		Amortization of debt issuance costs		124		49
		Interest expense (income) on contingent consideration payable		44		(45)
		Provision for credit losses		260		625
		Share-based compensation		186		235
		Deferred income taxes, net of acquired deferred tax liability		(155)		(127)
		Net changes in operating assets and liabilities:
			Accounts receivable	(2,620)		3,733
			Prepaid expenses	38		462
			Other current assets	(192)		513
			Deposits	6		593
			Accounts payable	1,525		129
			Accrued payroll and expenses	537		(24)
			Accrued interest	63		(218)
			Income taxes receivable and payable	54		52
			Operating leases	58		1
		Net cash provided by operating activities		1,064		7,381
Cash flows from investing activities
	Capital expenditures			(23)		(494)
		Net cash used in investing activities		(23)		(494)
Cash flows from financing activities
---	---	---	---	---	---	---
	Net borrowings (payments) under line of credit		1,604		(4,874)
	Principal payments on long-term debt		(956)		—
	Payments of dividends		—		(1,639)
	Issuance of ESPP shares		87		112
	Issuance of shares under the 2013 Long-Term Incentive Plan		—		102
	Payments of debt issuance costs		(79)		(538)
		Net cash provided by (used in) financing activities	656		(6,837)
Net change in cash and cash equivalents			1,697		50
Cash and cash equivalents, beginning of period			353		—
Cash and cash equivalents, end of period			$	2,050	$	50
Supplemental cash flow information:
	Cash paid for interest, net		$	868	$	1,400
	Cash paid for taxes, net of refunds		$	14	$	40

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, software as a service costs, restructuring plan costs, 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, software as a service costs, restructuring plan costs, 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 to Adjusted EBITDA

(dollars in thousands)

				Thirteen Weeks Ended
	March 30,<br>2025			March 31,<br>2024			December 29,<br>2024
Net loss	$	(722)		$	(792)		$	(981)
Income tax benefit	(85)			(28)			(176)
Interest expense, net	1,146			1,235			1,403
Operating income	339			415			246
Depreciation and amortization	1,671			2,007			1,888
Gain on contingent consideration	—			—			(1,452)
Share-based compensation	186			235			201
Strategic alternatives review	—			67			88
Cost restructuring plan	—			—			230
Software as a service2	176			180			179
Transaction fees	—			15			7
Adjusted EBITDA	$	2,372		$	2,919		$	1,387
Adjusted EBITDA Margin (% of revenue)	3.8		%	4.2		%	2.2		%

2 The Company capitalizes direct costs incurred in cloud computing implementation costs 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
	March 30,<br>2025		March 31,<br>2024		December 29,<br>2024
Net loss per diluted share	$	(0.07)	$	(0.07)	$	(0.10)
Acquisition amortization	0.11		0.15		0.13
Gain on contingent consideration	—		—		(0.13)
Strategic alternatives review	—		0.01		0.01
Cost restructuring plan	—		—		0.02
Software as a service2	0.02		0.02		0.02
Income tax benefit adjustment	(0.01)		(0.01)		(0.01)
Adjusted EPS	$	0.05	$	0.10	$	(0.06)