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 12, 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 March 12, 2025, BGSF, Inc. (the "Company") issued a press release regarding its financial results for the fourth fiscal quarter and fiscal year ended December 29, 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 | March 12, 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: | March 12, 2025 | /s/ John Barnett | |
| Name:<br>Title: | John Barnett<br>Chief Financial Officer and Secretary<br>(Principal Financial Officer) |
Document
BGSF, Inc. Reports Fourth Quarter and Fiscal Year 2024 Financial Results
Re-baselined Costs to Align with Revenues, Generated Record Operating Cash Flow of $24 million
PLANO, Texas – (March 12, 2025) – BGSF, Inc. (NYSE: BGSF), a leading provider of consulting, managed services, and professional workforce solutions, today reported financial results for the fourth fiscal quarter and fiscal year ended December 29, 2024.
Q4 2024 Highlights (results include sequential comparisons to Q3 2024):
•Revenues were $64.4 million for Q4, compared to $71.2 million for Q3.
◦Property Management segment revenues decreased 18.5% from Q3, primarily driven by seasonal demand.
◦Professional segment revenues declined 3.0% from Q3, primarily due to a decline in billing days of approximately 5%.
•Gross profit was $21.5 million, down from $24.3 million in Q3, primarily due to lower sales in Property Management.
•Net loss was $1.0 million, or $0.10 per diluted share for Q4, compared to a net loss of $0.8 million in Q3 or $0.07 per diluted share.
•Adjusted EBITDA1 was $1.4 million (2.2% of revenues) in Q4 compared to $3.4 million (4.8% of revenues) in Q3.
•Adjusted EPS1 was a loss of $0.06 for Q4, compared with Adjusted EPS1 $0.14 for Q3.
SUMMARY OF FINANCIAL RESULTS
(dollars in thousands) (unaudited)
| For the Thirteen Week Periods Ended | ||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| December 29,<br>2024 | December 31,<br>2023 | September 29,<br>2024 | ||||||||||||||
| Revenue: | ||||||||||||||||
| Property Management | $ | 24,306 | $ | 29,624 | $ | 29,824 | ||||||||||
| Professional | 40,105 | 43,943 | 41,362 | |||||||||||||
| Total | $ | 64,411 | $ | 73,567 | $ | 71,186 | ||||||||||
| Gross profit / Gross profit percentage: | ||||||||||||||||
| Property Management | $ | 8,734 | 35.9 | % | $ | 11,589 | 39.1 | % | $ | 10,696 | 35.9 | % | ||||
| Professional | 12,732 | 31.7 | % | 13,858 | 31.5 | % | 13,633 | 33.0 | % | |||||||
| Total | $ | 21,466 | 33.3 | % | $ | 25,447 | 34.6 | % | $ | 24,329 | 34.2 | % | ||||
| Operating income | $ | 246 | $ | 3,227 | $ | 470 | ||||||||||
| Net (loss) income | $ | (981) | $ | 999 | $ | (804) | ||||||||||
| Net (loss) income per diluted share | $ | (0.10) | $ | 0.11 | $ | (0.07) | ||||||||||
| Non-GAAP Financial Measures: | ||||||||||||||||
| Adjusted EBITDA1 | $ | 1,387 | $ | 5,705 | $ | 3,387 | ||||||||||
| Adjusted EBITDA Margin (% of revenue)1 | 2.2 | % | 7.8 | % | 4.8 | % | ||||||||||
| Adjusted EPS1 | $ | (0.06) | $ | 0.40 | $ | 0.14 |
1 Adjusted EBITDA and Adjusted EPS are non-GAAP financial measures as defined and reconciled below.
Beth A. Garvey, Chair, President, and CEO, said, “Late in 2024, we implemented a significant cost restructuring plan to streamline operations and lower overhead with expense savings estimated to be between $7 to $9 million on an annual basis. We saw revenues stabilize as the year progressed and have seen similar trends in early 2025.”
“While we have progressed with the Company’s strategic review process, uncertainties in the demand environment persist, and we continue to expect this to be a 12- to 18-month process from our original May 2024 announcement.”
Conference Call
BGSF will discuss its fourth quarter and full fiscal year 2024 financial results during a conference call and webcast at 9:00 a.m. ET on March 13, 2025. 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 March 20, 2025. To access the replay, please dial 1-877-344-7529 (Toll Free), or 1-412-317-0088 (International) and enter access code 3405111. 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@bgstaffing.com 214.872.2710 or 214.616.2207
Source: BGSF, Inc.
CONSOLIDATED BALANCE SHEETS
(in thousands, except share amounts)
| December 29, 2024 | December 31, 2023 | |||
|---|---|---|---|---|
| ASSETS | ||||
| Current assets | ||||
| $ | 353 | $ | — | |
| 40,194 | 56,776 | |||
| 2,485 | 2,963 | |||
| 2,315 | 7,172 | |||
| 45,347 | 66,911 | |||
| Property and equipment, net | 1,137 | 1,217 | ||
| Other assets | ||||
| 2,092 | 2,699 | |||
| 4,438 | 5,026 | |||
| 8,456 | 7,271 | |||
| 4,973 | 5,435 | |||
| 24,517 | 30,370 | |||
| 59,151 | 59,588 | |||
| 103,627 | 110,389 | |||
| $ | 150,111 | $ | 178,517 | |
| LIABILITIES AND STOCKHOLDERS' EQUITY | ||||
| Current liabilities | ||||
| $ | 80 | $ | 95 | |
| 13,001 | 14,902 | |||
| — | 24,746 | |||
| 3,801 | 34,000 | |||
| 223 | 438 | |||
| 212 | 282 | |||
| 2,662 | 4,208 | |||
| 4,368 | 4,368 | |||
| 1,573 | 2,016 | |||
| 25,920 | 85,055 | |||
| Line of credit (net of debt issuance costs of 770) | 5,625 | — | ||
| Long-term debt, less current portion (net of debt issuance costs of 198) | 32,527 | — | ||
| Contingent consideration, less current portion | — | 4,112 | ||
| Lease liabilities, less current portion | 3,770 | 3,814 | ||
| 67,842 | 92,981 | |||
| 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, 11,038,623 and 10,887,509 shares issued and outstanding, respectively, net of treasury stock, at cost, of 3,930 | 53 | 52 | ||
| Additional paid in capital | 70,260 | 68,551 | ||
| Retained earnings | 11,956 | 16,933 | ||
| 82,269 | 85,536 | |||
| $ | 150,111 | $ | 178,517 |
All values are in US Dollars.
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share and dividend amounts)
For the Thirteen and Fifty-two Week Periods Ended December 29, 2024 and December 31, 2023
| Thirteen Weeks Ended | Fifty-two Weeks Ended | ||||||||
|---|---|---|---|---|---|---|---|---|---|
| 2024 | 2023 | 2024 | 2023 | ||||||
| Revenues | $ | 64,411 | $ | 73,567 | $ | 272,499 | $ | 313,167 | |
| Cost of services | 42,945 | 48,120 | 179,636 | 201,383 | |||||
| Gross profit | 21,466 | 25,447 | 92,863 | 111,784 | |||||
| Selling, general, and administrative expenses | 20,784 | 20,175 | 85,333 | 88,650 | |||||
| Gain on contingent consideration | (1,452) | — | (1,452) | — | |||||
| Impairment losses | — | — | — | 22,545 | |||||
| Depreciation and amortization | 1,888 | 2,045 | 7,769 | 7,774 | |||||
| Operating income (loss) | 246 | 3,227 | 1,213 | (7,185) | |||||
| Interest expense, net | (1,403) | (1,601) | (4,921) | (5,976) | |||||
| (Loss) income before income taxes | (1,157) | 1,626 | (3,708) | (13,161) | |||||
| Income tax benefit (expense) | 176 | (627) | 370 | 2,938 | |||||
| Net (loss) income | $ | (981) | $ | 999 | $ | (3,338) | $ | (10,223) | |
| Net (loss) income per share: | |||||||||
| Basic | $ | (0.10) | $ | 0.11 | $ | (0.31) | $ | (0.95) | |
| Diluted | $ | (0.10) | $ | 0.11 | $ | (0.31) | $ | (0.95) | |
| Weighted-average shares outstanding: | |||||||||
| Basic | 10,943 | 10,812 | 10,896 | 10,766 | |||||
| Diluted | 10,943 | 10,823 | 10,896 | 10,766 | |||||
| Cash dividends declared per common share | $ | — | $ | 0.15 | $ | 0.15 | $ | 0.60 |
BUSINESS SEGMENTS
(dollars in thousands)
| December 29, 2024 | |||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Thirteen Weeks Ended | Fifty-two Weeks Ended | ||||||||||||||||
| Property<br>Mgmt | Profes-sional | Home<br>Office | Total | Property<br>Mgmt | Profes-sional | Home<br>Office | Total | ||||||||||
| Contract field talent | $ | 23,907 | $ | 38,923 | $ | — | $ | 62,830 | $ | 102,618 | $ | 162,759 | $ | — | $ | 265,377 | |
| Contingent placements | 399 | 1,182 | — | 1,581 | 1,784 | 5,338 | — | 7,122 | |||||||||
| Revenue | 24,306 | 40,105 | — | 64,411 | 104,402 | 168,097 | — | 272,499 | |||||||||
| Cost of services | 15,572 | 27,373 | — | 42,945 | 66,033 | 113,603 | — | 179,636 | |||||||||
| Gross profit | 8,734 | 12,732 | — | 21,466 | 38,369 | 54,494 | — | 92,863 | |||||||||
| Selling, general, and administrative expenses | 5,929 | 10,248 | 4,607 | 20,784 | 24,693 | 42,432 | 18,208 | 85,333 | |||||||||
| Gain on contingent consideration | — | — | (1,452) | (1,452) | — | — | (1,452) | (1,452) | |||||||||
| Depreciation and amortization | 21 | 1,560 | 307 | 1,888 | 112 | 6,434 | 1,223 | 7,769 | |||||||||
| Operating income (loss) | 2,784 | 924 | (3,462) | 246 | 13,564 | 5,628 | (17,979) | 1,213 | |||||||||
| Interest expense, net | — | — | (1,403) | (1,403) | — | — | (4,921) | (4,921) | |||||||||
| Income tax benefit from continuing operations | — | — | 176 | 176 | — | — | 370 | 370 | |||||||||
| Net income (loss) | $ | 2,784 | $ | 924 | $ | (4,689) | $ | (981) | $ | 13,564 | $ | 5,628 | $ | (22,530) | $ | (3,338) | |
| December 31, 2023 | |||||||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Thirteen Weeks Ended | Fifty-two Weeks Ended | ||||||||||||||||
| Property<br>Mgmt | Profes-sional | Home<br>Office | Total | Property<br>Mgmt | Profes-sional | Home<br>Office | Total | ||||||||||
| Contract field talent | $ | 28,968 | $ | 42,914 | $ | — | $ | 71,882 | $ | 121,827 | $ | 182,120 | $ | — | $ | 303,947 | |
| Contingent placements | 656 | 1,029 | — | 1,685 | 3,250 | 5,970 | — | 9,220 | |||||||||
| Revenue | 29,624 | 43,943 | — | 73,567 | 125,077 | 188,090 | — | 313,167 | |||||||||
| Cost of services | 18,035 | 30,085 | — | 48,120 | 75,292 | 126,091 | — | 201,383 | |||||||||
| Gross profit | 11,589 | 13,858 | — | 25,447 | 49,785 | 61,999 | — | 111,784 | |||||||||
| Selling, general, and administrative expenses | 6,077 | 9,526 | 4,572 | 20,175 | 26,497 | 43,245 | 18,908 | 88,650 | |||||||||
| Impairment loss | — | — | — | — | — | 22,545 | — | 22,545 | |||||||||
| Depreciation and amortization | 33 | 1,706 | 306 | 2,045 | 133 | 6,461 | 1,180 | 7,774 | |||||||||
| Operating income (loss) | 5,479 | 2,626 | (4,878) | 3,227 | 23,155 | (10,252) | (20,088) | (7,185) | |||||||||
| Interest expense, net | — | — | (1,601) | (1,601) | — | — | (5,976) | (5,976) | |||||||||
| Income tax (expense) benefit from continuing operations | — | — | (627) | (627) | — | — | 2,938 | 2,938 | |||||||||
| Net income (loss) | $ | 5,479 | $ | 2,626 | $ | (7,106) | $ | 999 | $ | 23,155 | $ | (10,252) | $ | (23,126) | $ | (10,223) |
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
Years ended December 29, 2024 and December 31, 2023
| 2024 | 2023 | ||||||
|---|---|---|---|---|---|---|---|
| Cash flows from operating activities | |||||||
| Net loss | $ | (3,338) | $ | (10,223) | |||
| Adjustments to reconcile net loss to net cash provided by operating activities: | |||||||
| Depreciation | 345 | 446 | |||||
| Amortization | 7,424 | 7,328 | |||||
| Impairment losses | — | 22,545 | |||||
| Loss on disposal of property and equipment | 14 | 17 | |||||
| Gain on contingent consideration | (1,452) | — | |||||
| Amortization of debt issuance costs | 425 | 199 | |||||
| Interest expense on contingent consideration payable | 44 | 740 | |||||
| Provision for credit losses | 2,066 | 798 | |||||
| Share-based compensation | 989 | 1,029 | |||||
| Deferred income taxes, net of acquired deferred tax liability | (1,185) | (5,075) | |||||
| Net changes in operating assets and liabilities, net of effects of acquisitions: | |||||||
| Accounts receivable | 14,516 | 12,163 | |||||
| Prepaid expenses and other current assets | 5,164 | (2,159) | |||||
| Deposits | 705 | (83) | |||||
| Software as a service | 716 | 720 | |||||
| Accounts payable | (14) | (492) | |||||
| Accrued payroll and expenses | (1,902) | (7,426) | |||||
| Accrued interest | (215) | 165 | |||||
| Income taxes receivable and payable | 103 | 729 | |||||
| Other current liabilities | — | (1,000) | |||||
| Operating leases | (26) | (35) | |||||
| Net cash provided by operating activities | 24,379 | 20,386 | |||||
| Cash flows from investing activities | |||||||
| Businesses acquired, net of cash acquired | — | (6,917) | |||||
| Capital expenditures | (1,640) | (2,597) | |||||
| Net cash used in investing activities | (1,640) | (9,514) |
CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
(in thousands)
Years ended December 29, 2024 and December 31, 2023
| 2024 | 2023 | |||||
|---|---|---|---|---|---|---|
| Cash flows from financing activities | ||||||
| Net (payments) borrowing line of credit | (18,479) | 2,312 | ||||
| Proceeds from issuance of long-term debt | 4,250 | — | ||||
| Principal payments on long-term debt | (1,700) | (6,000) | ||||
| Payments of dividends | (1,639) | (6,507) | ||||
| Issuance of ESPP shares | 459 | 512 | ||||
| Issuance of shares under the 2013 Long-Term Incentive Plan | 262 | (10) | ||||
| Contingent consideration paid | (4,250) | (1,110) | ||||
| Payments of debt issuance costs | (1,289) | (69) | ||||
| Net cash used in continuing financing activities | (22,386) | (10,872) | ||||
| Net change in cash and cash equivalents | 353 | — | ||||
| Cash and cash equivalents, beginning of year | — | — | ||||
| Cash and cash equivalents, end of year | $ | 353 | $ | — | ||
| Supplemental cash flow information: | ||||||
| Cash paid for interest, net | $ | 4,475 | $ | 4,668 | ||
| Cash paid for taxes, net of refunds | $ | 685 | $ | 1,378 |
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) Income to Adjusted EBITDA
(dollars in thousands)
| Thirteen Weeks Ended | Fifty-two Weeks Ended | Thirteen Weeks Ended | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| December 29,<br>2024 | December 31,<br>2023 | December 29,<br>2024 | December 31,<br>2023 | September 29,<br>2024 | |||||||||||
| Net (loss) income | $ | (981) | $ | 999 | $ | (3,338) | $ | (10,223) | $ | (804) | |||||
| Income tax expense (benefit) | (176) | 627 | (370) | (2,938) | 52 | ||||||||||
| Interest expense, net | 1,403 | 1,601 | 4,921 | 5,976 | 1,222 | ||||||||||
| Operating income (loss) | 246 | 3,227 | 1,213 | (7,185) | 470 | ||||||||||
| Depreciation and amortization | 1,888 | 2,045 | 7,769 | 7,774 | 1,893 | ||||||||||
| Gain on contingent consideration | (1,452) | — | (1,452) | — | — | ||||||||||
| Impairment losses | — | — | — | 22,545 | — | ||||||||||
| Share-based compensation | 201 | 184 | 989 | 1,029 | 317 | ||||||||||
| Strategic alternatives review | 88 | — | 962 | — | 526 | ||||||||||
| Cost restructuring plan | 230 | — | 230 | — | — | ||||||||||
| Software as a service2 | 179 | 177 | 716 | 720 | 179 | ||||||||||
| Transaction fees | 7 | 72 | 48 | 975 | 2 | ||||||||||
| Adjusted EBITDA | $ | 1,387 | $ | 5,705 | $ | 10,475 | $ | 25,858 | $ | 3,387 | |||||
| Adjusted EBITDA Margin<br> (% of revenue) | 2.2 | % | 7.8 | % | 3.8 | % | 8.3 | % | 4.8 | % |
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) Income EPS to Adjusted EPS
| Thirteen Weeks Ended | Fifty-two Weeks Ended | Thirteen Weeks Ended | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| December 29,<br>2024 | December 31,<br>2023 | December 29,<br>2024 | December 31,<br>2023 | September 29,<br>2024 | ||||||
| Net (loss) income per diluted share | $ | (0.10) | $ | 0.11 | $ | (0.31) | $ | (0.95) | $ | (0.07) |
| Acquisition amortization | 0.13 | 0.15 | 0.56 | 0.57 | 0.13 | |||||
| Gain on contingent consideration | (0.13) | — | (0.13) | — | — | |||||
| Impairment losses (pre-tax) | — | — | — | 2.09 | — | |||||
| Strategic alternatives review | 0.01 | — | 0.09 | — | 0.05 | |||||
| Cost restructuring plan | 0.02 | — | 0.02 | — | — | |||||
| Software as a service2 | 0.02 | 0.02 | 0.07 | 0.07 | 0.02 | |||||
| Transaction fees | — | 0.01 | — | 0.09 | — | |||||
| Income tax (benefit) expense adjustment | (0.01) | 0.11 | 0.03 | 0.42 | 0.01 | |||||
| Adjusted EPS | $ | (0.06) | $ | 0.40 | $ | 0.33 | $ | 2.29 | $ | 0.14 |
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.