bgsf-20260805

BGSF, Inc. Reports Second Quarter 2026 Financial Results

DALLAS, Texas – (August 5, 2026) – BGSF, Inc. (NYSE: BGSF), a leading provider of workforce solutions for the specialized Property Management industry, today reported financial results for the second fiscal quarter ended June 28, 2026.

Q2 2026 Highlights from Continuing Operations

•Revenues were $22.3 million for Q2, compared to $23.5 million from prior year quarter, driven by lower billable hours in the current year compared to prior year.

•Gross profit was $7.9 million for Q2, compared to $8.4 million in prior year quarter, which is in line with revenues.

•Net loss was $0.8 million, or $0.08 per diluted share for Q2, compared to a net loss of $4.5 million, or $0.41 per diluted share in the prior year quarter. The decrease is primarily driven by a reduction in selling, general, and administrative expenses.

•Adjusted EBITDA1 loss was $0.3 million (1% of revenues) in Q2, compared to loss of $1.2 million (5% of revenues) in the prior year quarter.

•Adjusted EPS1 loss was $0.02 for Q2, compared with Adjusted EPS1 loss of $0.10 in the prior year quarter.

SUMMARY OF FINANCIAL RESULTS FROM CONTINUING OPERATIONS

(dollars in thousands, except per share) (unaudited)


		For the Thirteen Week Periods Ended
		June 28, 2026			June 29, 2025
Revenues		$	22,313		$	23,506
Gross profit		$	7,918		$	8,410
Gross profit percentage		35.5		%	35.8		%
Operating loss		$	(1,190)		$	(3,976)
Net loss		$	(834)		$	(4,489)

Net loss per diluted share		$	(0.08)		$	(0.41)


Non-GAAP Financial Measures:
	Adjusted EBITDA1	$	(298)		$	(1,153)
	Adjusted EBITDA Margin (% of revenue)1	(1)		%	(5)		%
	Adjusted EPS1	$	(0.02)		$	(0.10)

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

Co-Chief Executive Officer and Chief Financial Officer, Keith Schroeder, said, “The second quarter of 2026 was our first reporting period following the conclusion of the Transition Services Agreement (“TSA”) with INSPYR at the end of March. We took this opportunity to continue to streamline the organization by simplifying our operations in both front office and back office as well as continuing to make organizational realignments as necessary to reduce costs.

“As we head into our seasonally strongest third quarter, we look forward to realizing the benefits of all of these strategic actions, including enhanced revenue, more effective operations and lower overall support costs.”

Co-Chief Executive Officer and Property Management President, Kelly Brown, commented, “We continue to enhance and improve our many tools in order to provide superior customer service during this busy third quarter. Our usage of AI tools in screening, onboarding, and matching is continually being expanded, improved, and enhanced.

“Our PropTech services strategy continues to gain momentum and is building a solid sales funnel for the coming year.”

Conference Call

BGSF will discuss its second quarter 2026 financial results during a conference call and webcast at 9:00 a.m. ET on August 6, 2026. Interested participants may dial 1-844-481-3017 (Toll Free) or 1-412-317-1882 (International) and ask to be included in the BGSF call. A call replay will be available until August 13, 2026. To access the replay, please dial 1-855-669-9658 (Toll Free), or 1-412-317-0088 (International) and enter access code 2412265. 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 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

[email protected] 214.872.2710 or 214.616.2207

Source: BGSF, Inc.

UNAUDITED CONSOLIDATED BALANCE SHEETS

(in thousands, except share amounts)


			June 28, 2026		December 28, 2025
ASSETS
Current assets
	Cash and cash equivalents		$	9,718	$	19,018
	Short-term investments		8,509		—
	Accounts receivable (net of allowance for credit losses of $1,078 and $1,156, respectively)		11,944		11,898
	Escrow receivable		1,450		4,950
	Prepaid expenses		1,267		1,126


	Other current assets		1,100		1,458

		Total current assets	33,988		38,450

Property and equipment, net			259		244

Other assets
	Deposits		1,915		1,938

	Software as a service, net		2,721		3,002
	Deferred income taxes, net		9,807		9,496
	Right-of-use asset - operating leases, net		454		630
	Intangible assets, net		2,715		3,003
	Goodwill		1,074		1,074

		Total other assets	18,686		19,143
	Total assets		$	52,933	$	57,837
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities

	Accounts payable		$	258	$	503
	Accrued payroll and expenses		4,715		4,441
	Transition services payable		1,010		3,064


	Income taxes payable		3		76
	Note payable		102		449
	Severance payable, current portion		288		392

	Lease liabilities, current portion		274		409

		Total current liabilities	6,650		9,334



Severance payable, less current portion			—		100

Lease liabilities, less current portion			232		298


	Total liabilities		6,882		9,732

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 11,262,422 and 11,227,197 shares issued, respectively, and 10,680,174 and 10,872,067 outstanding, respectively			113		112
Additional paid in capital			71,861		71,445
Accumulated deficit			(23,179)		(21,874)
Treasury stock of 582,248 and 355,130 shares, respectively			(2,744)		(1,578)
	Total stockholders’ equity		46,051		48,105
	Total liabilities and stockholders’ equity		$	52,933	$	57,837

UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share and dividend amounts)

For the Thirteen and Twenty-six Week Periods Ended June 28, 2026 and June 29, 2025


		Thirteen Weeks Ended				Twenty-six Weeks Ended
		2026		2025		2026		2025
Revenues		$	22,313	$	23,506	$	43,194	$	44,389
Cost of services		14,395		15,096		27,866		28,419
	Gross profit	7,918		8,410		15,328		15,970
Selling, general, and administrative expenses		8,928		12,577		17,733		21,580
Gain on contingent consideration		—		(450)		—		(450)

Depreciation and amortization		180		259		338		588
	Operating loss	(1,190)		(3,976)		(2,743)		(5,748)

Interest income (expense), net		238		(1,877)		234		(3,023)
	Loss before income taxes from continuing operations	(952)		(5,853)		(2,509)		(8,771)
Income tax benefit from continuing operations		118		1,364		286		1,953
	Loss from continuing operations	(834)		(4,489)		(2,223)		(6,818)
Income from discontinued operations:
	Income	—		908		—		3,019
	Gain on sale	—		—		918		—
	Income tax expense	—		(155)		—		(659)
	Net loss	$	(834)	$	(3,736)	$	(1,305)	$	(4,458)





Net (loss) income per share - basic and diluted:
	Net loss from continuing operations	$	(0.08)	$	(0.41)	$	(0.21)	$	(0.62)
	Net income from discontinued operations:
	Income	—		0.08		—		0.27
	Gain on sale	—		—		0.09		—
	Income tax expense	—		(0.01)		—		(0.06)
	Net loss per share - basic and diluted	$	(0.08)	$	(0.34)	$	(0.12)	$	(0.41)









Weighted-average shares outstanding:
	Basic and diluted	10,586		11,019		10,614		10,986

PROPERTY MANAGEMENT SEGMENT

(dollars in thousands) (unaudited)


		Thirteen Weeks Ended				Twenty-six Weeks Ended
		June 28, 2026		June 29, 2025		June 28, 2026		June 29, 2025

Contract field talent		$	21,487	$	23,000	$	41,682	$	43,279
Contingent placements		826		506		1,512		1,110
	Revenue	22,313		23,506		43,194		44,389
Compensation and related		14,354		15,058		27,786		28,344
Other		41		38		80		75
	Gross profit	7,918		8,410		15,328		15,970
Selling:
	Compensation	4,167		4,195		8,600		8,121
	Advertising, occupancy, and travel	500		447		935		825
	Software, insurance, and professional fees	539		296		951		669
	Other	279		1,806		516		2,176
	Contributions to overhead	2,433		1,666		4,326		4,179
General and administrative:
	Compensation	1,463		2,184		3,033		4,245
	Software	633		828		1,211		1,525
	Professional fees	486		569		985		1,111
	Strategic alternatives review	385		1,613		868		1,634
	Other	476		639		634		1,274
Gain on contingent consideration		—		(450)		—		(450)

Depreciation and amortization		180		259		338		588
	Operating loss	(1,190)		(3,976)		(2,743)		(5,748)
Interest income (expense), net		238		(1,877)		234		(3,023)
Income tax benefit from continuing operations		118		1,364		286		1,953
	Loss from continuing operations	$	(834)	$	(4,489)	$	(2,223)	$	(6,818)

UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

For the Twenty-six Week Periods Ended June 28, 2026 and June 29, 2025


				2026		2025
Cash flows from operating activities
	Net loss			$	(1,305)	$	(4,458)
	Net income from discontinued operations			(918)		(2,360)
		Adjustments to reconcile net loss to net cash (used in) provided by operating activities:
		Depreciation		50		58
		Amortization		288		530
		Software as a service		281		425


		Loss on disposal of property and equipment		—		6
		Contingent consideration adjustment		—		(450)
		Amortization of debt issuance costs		—		598

		Interest expense on note payable		—		93
		Provision for credit losses		214		1,656
		Share-based compensation		417		305
		Deferred income taxes		(311)		(1,378)
		Other non-cash items		(29)		—
		Net changes in operating assets and liabilities:
			Accounts receivable	(259)		1,851
			Escrow receivable	3,500		—
			Prepaid expenses	(142)		(87)
			Other current assets	345		(393)
			Deposits	23		8
			Transition services payable	(2,054)		—

			Accounts payable	(245)		1,288
			Accrued payroll and expenses	274		3,263
			Accrued interest	—		287
			Income taxes receivable	(61)		(384)

			Severance payable	(205)		—
			Operating leases	(23)		(33)
			Other long-term liabilities	—		2,137
		Net cash (used in) provided by continuing operating activities		(160)		2,962
		Net cash provided by discontinued operating activities		—		253
		Net cash (used in) provided by operating activities		(160)		3,215
Cash flows from investing activities

	Proceeds from business sold			918		—
	Purchases of short-term investments			(17,377)		—
	Proceeds from sale of short-term investments			8,897		—
	Capital expenditures			(65)		(13)

		Net cash used in continuing investing activities		(7,627)		(13)
		Net cash used in discontinued investing activities		—		(63)
		Net cash used in investing activities		(7,627)		(76)



Cash flows from financing activities
	Net borrowings under line of credit		—		1,604

	Principal payments on long-term debt		—		(1,913)


	Issuance of ESPP shares		—		134

	Note payable paid		(347)		—
	Repurchase of common stock		(1,166)		—
	Payments of debt issuance costs		—		(29)
		Net cash used in financing activities	(1,513)		(204)


Net change in cash and cash equivalents			(9,300)		2,935
Less: net change in cash and cash equivalents, discontinued operations			—		190
Cash and cash equivalents, beginning of period			19,018		32
Cash and cash equivalents, end of period, continuing operations			$	9,718	$	2,777
Supplemental cash flow information:
	Cash paid for interest		$	50	$	2,048
	Cash paid for state taxes, net of refunds		$	81	$	354

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 from 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 (income) 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 (income) 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						Twenty-six Weeks Ended
	June 28, 2026			June 29, 2025			June 28, 2026			June 29, 2025
Loss from continuing operations	$	(834)		$	(4,489)		$	(2,223)		$	(6,818)
Income tax benefit	(118)			(1,364)			(286)			(1,953)
Interest (income) expense, net	(238)			1,877			(234)			3,023
Operating loss	(1,190)			(3,976)			(2,743)			(5,748)
Depreciation and amortization	180			259			338			588
Gain on contingent consideration	—			(450)			—			(450)

Share-based compensation	187			137			417			305
Strategic alternatives review	385			1,613			868			1,634
Software as a service1	140			284			281			425

Aged receivable adjustment	—			980			—			1,070
Adjusted EBITDA from continuing operations	(298)			(1,153)			(839)			(2,176)
Adjusted EBITDA Margin (% of revenue)	(1)		%	(5)		%	(2)		%	(5)		%
Gain on sale	—			—			918			—
Income from discontinued operations	—			753			918			2,360
Adjustments to discontinued operations2	—			1,506			—			3,370
Adjusted EBITDA from discontinued operations	—			2,259			918			5,730
Adjusted EBITDA, net	$	(298)		$	1,106		$	79		$	3,554

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.

2 Adjusted EBITDA from discontinued operations for the thirteen and twenty-six weeks ended June 29, 2025 includes $1.3 million and $2.7 million of depreciation and amortization, respectively, and $0.2 million and $0.7 million of income tax expense, respectively.

Reconciliation of Net Loss EPS to Adjusted EPS


	Thirteen Weeks Ended				Twenty-six Weeks Ended
	June 28, 2026		June 29, 2025		June 28, 2026		June 29, 2025
Loss from continuing operations per diluted share	$	(0.08)	$	(0.41)	$	(0.21)	$	(0.62)
Income tax benefit	(0.01)		(0.12)		(0.03)		(0.18)
Interest (income) expense, net	(0.02)		0.17		(0.02)		0.28

Operating loss	(0.11)		(0.36)		(0.26)		(0.52)

Depreciation and amortization	0.02		0.02		0.03		0.05

Gain on contingent consideration	—		(0.04)		—		(0.04)
Share-based compensation	0.02		0.01		0.04		0.03
Strategic alternatives review	0.04		0.15		0.08		0.15
Software as a service1	0.01		0.03		0.03		0.04
Aged receivable adjustment	—		0.09		—		0.10
Adjusted EPS from continuing operations	(0.02)		(0.10)		(0.08)		(0.19)

Adjusted EPS from discontinued operations	—		0.21		0.09		0.54
Adjusted EPS	$	(0.02)	$	0.11	$	0.01	$	0.35


Delaware	001-36704	26-0656684
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock	BGSF	NYSE


Exhibit No.	Description
99.1	Earnings release dated	August 5, 2026
104.0	Cover Page Interactive Data File (embedded within the Inline XBRL document)



			BGSF, INC.


Date:	August 5, 2026		/s/ Keith Schroeder
		Name:	Keith Schroeder
		Title:	Co-Chief Executive Officer, Chief Financial Officer and Secretary
			(Co-Principal Executive Officer and Principal Financial Officer)


			¨			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))


Item 7.01			Regulation FD Disclosure.


Item 9.01			Financial Statements and Exhibits.