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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 13, 2024

bgicon2019a02.jpg 
BGSF, INC.
(Exact Name of Registrant as Specified in its Charter)
 
Delaware 001-36704 26-0656684
(State or Other Jurisdiction of
Incorporation)
(Commission File Number) (I.R.S. Employer Identification
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 13, 2024, BGSF, Inc. (the "Company") issued a press release regarding its financial results for the fourth fiscal quarter ended December 31, 2023. 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 9.01 Financial Statements and Exhibits.
 
(d)Exhibits
Exhibit No. Description
99.1 March 13, 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: March 13, 2024   /s/ John Barnett
  Name:
Title:
John Barnett
Chief Financial Officer and Secretary
(Principal Financial Officer)
 
 

EX-99.1 2 ex991q42023earnings.htm EX-99.1 Document

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BGSF, Inc. Reports Full Year and Fourth Quarter 2023 Financial Results
Record Full Year Revenues of $313.2 million, up 4.9%
Generated $20.4 Million of Operating Cash Flow
New Credit Facility Closed March 12, 2024

PLANO, Texas – (March 13, 2024) – BGSF, Inc. (NYSE: BGSF), a growing provider of consulting, managed services, and professional workforce solutions, today reported financial results for its fiscal year and fourth fiscal quarter ended December 31, 2023.

Note: Fiscal 2023 financial results are on a 52-week year ended December 31, 2023, compared to Fiscal 2022 financial results on a 53-week year ended January 1, 2023.

Full Year 2023 Highlights from Continuing Operations2,3:
•Revenues were $313.2 million, up 4.9% from 2022. Property Management revenues grew organically by 3.3% versus the prior year. Professional revenues grew by 6.1% from prior year, with Arroyo Consulting acquisition contributing $14.8 million in new revenues, partially offset by a decline in the existing Professional business.
•Gross profit was $111.8 million, up 8.0% from 2022. Gross profit margins increased 100 basis points to 35.7%.
•Operating loss in 2023 includes a non-cash impairment of $22.5 million related to trade name intangible assets from the rebranding to BGSF for all entities. The after-tax impact was $17.5 million or $1.63 per diluted share, using the year-to-date effective tax rate.
•Net loss from continuing operations was $10.2 million, or $0.95 per diluted share, vs. net income from continuing operations of $11.3 million, or $1.07 per diluted share in 2022, primarily due to the trade name impairment and increased acquisition amortization and interest expense.
•Adjusted EBITDA1 from continuing operations was $25.1 million (8.0% of revenues), up from $21.7 million (7.3% of revenues) in 2022, an increase of 15.9% year over year.
•Adjusted EPS1 from continuing operations was $1.19 in 2023, vs. $1.26 in 2022.

Fiscal 2023 Same Day Revenue(1), Same Day Gross Profit(1) and Same Day EBITDA(1) increased 7.1%, 10.2%, and 18.1% from 2022, respectively.

Note: Fourth quarter 2023 financial results are on a 13-week period ended December 31, 2023, compared to fourth quarter 2022 financial results on a 14-week period ended January 1, 2023.

Q4 2023 Highlights from Continuing Operations2,3:
•Revenues were $73.6 million, vs. $77.3 million in 2022.
•Gross profit was $25.4 million, compared to $27.1 million in 2022.
•Operating income was $3.2 million in 2023, up from $2.8 million in 2022.
•Net income from continuing operations was $1.0 million, or $0.11 per diluted share, vs. net income from continuing operations of $1.4 million, or $0.14 per diluted share in 2022, primarily due to increased acquisition amortization and interest expense.





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•Adjusted EBITDA1 from continuing operations was $5.5 million (7.5% of revenues), vs. $4.3 million (5.6% of revenues) in 2022, an increase of 27.6% over prior year.
•Adjusted EPS1 from continuing operations was $0.21 for 2023 up from $0.19 in 2022.

Fourth quarter 2023 Same Day Revenue(1), Same Day Gross Profit(1) and Same Day EBITDA(1) increased 3.1%, 1.8%, and 38.2% from 2022, respectively.

1Non-GAAP financial measure. See reconciliation below for details.
22022 includes three weeks of operating results from the Horn Solutions acquisition.
3 2023 includes 39 weeks of Arroyo Consulting and a full year of Horn Solutions.


On March 12, 2024, our credit agreement was amended with BMO Bank, N.A., as administrative agent, and swing line lender, and BMO Capital Markets Corp., as sole lead arranger and sole book runner, with a maturity date of March 12, 2028. The revolving credit facility with an outstanding balance of approximately $22 million provides for the borrowing of funds from time to time in an aggregate amount up to $40 million. Term loans with an outstanding principal balance of $34 million were outstanding under the Credit Agreement and remain outstanding under the amended agreement.

Beth A. Garvey, Chair, President and CEO, said, “Fiscal 2023 was a significant year for BGSF. We successfully executed our long-term strategic plans through an accretive acquisition, rebranding all our businesses, and building stronger relationships with world-class ERP technologies. For the year, we grew revenues to $313 million, up almost 5%, and generated over $20 million of cash from operations. I am proud of our team’s ability to achieve key objectives in 2023 despite project delays and persistent macroeconomic headwinds impacting corporations throughout North America. Our confidence in BGSF’s business and strategy was demonstrated through our return to shareholders by consistent quarterly cash dividends.”

Conference Call
BGSF will discuss its fourth fiscal quarter and full year 2023 financial results during a conference call and webcast at 9:00 a.m. ET on March 14, 2024. Interested participants may dial 1-877-317-6789 (Toll Free) or 1-412-317-6789 (International). A replay of the call will be available until March 21, 2024. To access the replay, please dial 1-877-344-7529 (Toll Free), or 1-412-317-0088 (International) and enter access code 6349244. 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 (formally known as Real Estate which includes apartment communities and commercial buildings). BGSF has integrated several regional and national brands achieving scalable growth. The Company was ranked by Staffing Industry Analysts as the 121st largest U.S. staffing company and the 52nd largest IT staffing firm in 2023. 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.




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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 those 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,” “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:
Three Part Advisors
ir@bgstaffing.com 214.872.2710 or 214.616.2207
Source: BGSF, Inc.




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GAAP FINANCIAL MEASURES

Steven Hooser or Sandy Martin Portions of the following tables have been derived from our unaudited consolidated financial statements and summarize key components of our statements of operations for the periods indicated, as well as a reconciliation of revenue and operating income (loss) from continuing operations by reportable segment to consolidated results for the periods indicated.

CONSOLIDATED BALANCE SHEETS
(in thousands, except share amounts)
December 31, 2023 January 1, 2023
ASSETS
Current assets    
Accounts receivable (net of allowance for credit losses of $554 and $558, respectively) $ 56,776  $ 66,285 
Prepaid expenses 2,963  2,418 
Other current assets 7,172  7,459 
Total current assets 66,911  76,162 
Property and equipment, net 1,217  2,081 
Other assets    
Deposits 2,699  2,616 
Other, net 5,026  4,411 
Deferred income taxes, net 7,271  2,196 
Right-of-use asset - operating leases 5,435  4,462 
Intangible assets, net 30,370  47,552 
Goodwill 59,588  55,193 
Total other assets 110,389  116,430 
Total assets $ 178,517  $ 194,673 
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities    
Accounts payable $ 95  $ 587 
Accrued payroll and expenses 14,902  19,171 
Line of credit (net of debt issuance costs of $128) 24,746  — 
Long-term debt, current portion 34,000  4,000 
Accrued interest 438  273 
Income taxes payable 282  253 
Contingent consideration, current portion 4,208  1,081 
Convertible Note 4,368  — 
Other current liabilities —  1,000 
Lease liabilities, current portion 2,016  1,842 
Total current liabilities 85,055  28,207 
Line of credit (net of debt issuance costs of $259) —  22,303 
Long-term debt, less current portion —  36,000 
Contingent consideration, less current portion 4,112  — 
Convertible note —  4,368 
Lease liabilities, less current portion 3,814  3,049 
Other long-term liabilities —  10 
Total liabilities 92,981  93,937 
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, 10,887,509 and 10,772,515 shares issued and outstanding, respectively, net of treasury stock, at cost, of 3,930 and 1,845 shares, respectively 52  70 
Additional paid in capital 68,551  67,003 
Retained earnings 16,933  33,663 
Total stockholders’ equity 85,536  100,736 
Total liabilities and stockholders’ equity $ 178,517  $ 194,673 



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CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except share amounts)
  Fiscal Quarter Ended Fiscal Year Ended
  December 31,
2023
January 1,
2023
December 31,
2023
January 1,
2023
(unaudited)
Revenues $ 73,567  $ 77,283  $ 313,167  $ 298,422 
Cost of services 48,120  50,225  201,383  194,874 
Gross profit 25,447  27,058  111,784  103,548 
Selling, general and administrative expenses 20,175  23,210  88,650  83,211 
Impairment losses —  —  22,545  — 
Depreciation and amortization 2,045  1,087  7,774  4,054 
Operating income (loss) 3,227  2,761  (7,185) 16,283 
Interest expense, net (1,601) (644) (5,976) (1,363)
Income (loss) from continuing operations before income taxes 1,626  2,117  (13,161) 14,920 
Income tax benefit (expense) from continuing operations (627) (699) 2,938  (3,659)
Income (loss) from continuing operations 999  1,418  (10,223) 11,261 
Income from discontinued operations:
Income —  —  —  1,235 
Gain on sale —  409  —  17,675 
Income tax expense —  95  —  4,810 
Net income (loss) $ 999  $ 1,732  $ (10,223) $ 25,361 
Net income (loss) per share - diluted
Net (loss) income from continuing operations $ 0.11  $ 0.14  $ (0.95) $ 1.07 
Net income from discontinued operations:
   Income —  —  —  0.12 
   Gain on sale —  0.03  —  1.69 
   Income tax expense —  (0.01) —  (0.46)
Net income (loss) per share - diluted $ 0.11  $ 0.16  $ (0.95) $ 2.42 




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BUSINESS SEGMENTS
(dollars in thousands)
  Fiscal Quarter Ended Fiscal Year Ended
  December 31,
2023
January 1,
2023
December 31,
2023
January 1,
2023
(unaudited)
Revenue:        
Property Management $ 29,624  40  % $ 31,956  41  % $ 125,077  40  % $121,093 41  %
Professional 43,943  60  % 45,327  59  % 188,090  60  % 177,329  59  %
Total $ 73,567  100  % $ 77,283  100  % $ 313,167  100  % $ 298,422  100  %
Gross profit:
Property Management $ 11,589  46  % $ 12,602  47  % $ 49,785  45  % $ 47,695  46  %
Professional 13,858  54  % 14,456  53  % 61,999  55  % 55,853  54  %
Total $ 25,447  100  % $ 27,058  100  % $ 111,784  100  % $ 103,548  100  %
Operating income (loss):
Property Management $ 5,479  $ 4,803  $ 23,155  $ 19,803 
Professional -without impairment losses 2,626  3,146  12,292  15,604 
Professional - impairment losses —  —  (22,545) — 
Home office (4,878) (5,188) (20,087) (19,124)
Total $ 3,227  $ 2,761  $ (7,185) $ 16,283 




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CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
Years ended December 31, 2023, January 1, 2023 and December 26, 2021
  2023 2022 2021
Cash flows from operating activities      
Net (loss) income $ (10,223) $ 25,361  $ 14,109 
(Income) from discontinued operations —  (1,235) (4,570)
Adjustments to reconcile net (loss) income to net cash provided by (used in) operating activities:      
Depreciation 446  597  685 
Amortization 7,328  3,457  3,013 
Gain on sale of discontinued operations —  (17,675) — 
Impairment losses 22,545  —  — 
CARES Act credit —  —  (2,368)
Loss on disposal of property and equipment 17 
Contingent consideration adjustment —  —  (2,403)
Amortization of debt issuance costs 199  172  75 
Interest expense on contingent consideration payable 740  128  252 
Provision for credit losses 798  315  221 
Share-based compensation 1,029  1,085  1,058 
Deferred income taxes, net of acquired deferred tax liability (5,075) 2,353  1,279 
Net changes in operating assets and liabilities, net of effects of acquisitions:      
Accounts receivable 12,163  (14,793) (15,178)
Prepaid expenses and other current assets (2,159) (866) (200)
Deposits (83) 1,503  (126)
Other assets 720  660  319 
Accounts payable (492) (228) 156 
Accrued payroll and expenses (7,426) 1,633  5,730 
Accrued interest 165  171  24 
Income taxes receivable and payable 729  (1,202) (560)
Other current liabilities (1,000) (4,551) 19 
Operating leases (35) (127) (107)
Other long-term liabilities —  (64) (78)
Net cash provided by (used in) continuing operating activities 20,386  (3,300) 1,358 
Net cash (used in) provided by discontinued operating activities —  (3,822) 5,305 
Net cash provided by (used in) operating activities 20,386  (7,122) 6,663 
Cash flows from investing activities      
Businesses acquired, net of cash acquired (6,917) (33,940) (3,791)
Businesses sold —  30,722  — 
Capital expenditures (2,597) (5,680) (3,204)
Proceeds from sale of property and equipment —  — 
Net cash used in continuing investing activities (9,514) (8,898) (6,990)
Net cash used in discontinued investing activities —  (26) (34)
Net cash used in investing activities (9,514) (8,924) (7,024)




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CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
(in thousands)
Years ended December 31, 2023, January 1, 2023 and December 26, 2021
2023 2022 2021
Cash flows from financing activities    
Net borrowings under line of credit 2,312  9,781  6,804 
Proceeds from issuance of long-term debt —  40,000  — 
Principal payments on long-term debt (6,000) (26,863) (2,063)
Payments of dividends (6,507) (6,290) (4,567)
Issuance of ESPP shares 512  653  340 
Issuance of shares under the 2013 Long-Term Incentive Plan and Form S-3 registration statement costs, net of exercises (10) (1) (41)
Contingent consideration paid (1,110) (1,110) — 
Debt issuance costs (69) (236) — 
Net cash (used in) provided by continuing financing activities (10,872) 15,934  473 
Net change in cash and cash equivalents —  (112) 112 
Cash and cash equivalents, beginning of year —  112  — 
Cash and cash equivalents, end of year $ —  $ —  $ 112 
Supplemental cash flow information:    
Cash paid for interest, net $ 4,668  $ 641  $ 879 
Cash paid for taxes, net of refunds $ 1,378  $ 7,562  $ 3,676 




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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, Same Day EBITDA, Adjusted EPS, Same Day Adjusted EPS, Same Day Revenue, and Same Day Gross Profit.

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 operations, balance sheet or statement of cash flows of a company. Adjusted EBITDA, Same Day EBITDA, Adjusted EPS, Same Day Adjusted EPS, Same Day Revenue, and Same Day Gross Profit 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, revenue, gross profit, 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, Same Day EBITDA, Adjusted EPS, Same Day Adjusted EPS, Same Day Revenue, and Same Day Gross Profit are useful performance measures and are used by us to facilitate comparisons 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, transaction fees 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 “Same Day EBITDA” as Adjusted EBITDA on a fifty-two week fiscal year. We define “Same Day Revenue” and “Same Day Gross Profit” as revenue and gross profit on a fifty-two week fiscal year. We define “Adjusted EPS” as diluted earnings per share eliminating amortization expense of intangible assets from acquisitions, 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 INCOME FROM CONTINUING OPERATIONS TO ADJUSTED AND SAME DAY EBITDA
(dollars in thousands)
  Fiscal Quarter Ended Fiscal Year Ended
  December 31,
2023
January 1,
2023
December 31,
2023
January 1,
2023
Income (loss) from continuing operations $ 999  $ 1,417  $ (10,223) $ 11,261 
Income tax expense (benefit) from continuing operations 626  699  (2,938) 3,659 
Interest expense, net 1,601  644  5,976  1,363 
Operating income (loss) 3,226  2,760  (7,185) 16,283 
Depreciation and amortization 2,045  1,087  7,774  4,054 
Impairment losses —  —  22,545  — 
Share-based compensation 184  220  1,029  1,085 
Transaction fees 73  265  974  271 
Adjusted EBITDA from continuing operations 5,528  4,332  25,137  21,693 
Adjusted EBITDA Margin (% of revenue) 7.5  % 5.6  % 8.0  % 7.3  %
Adjusted EBITDA from continuing operations $ 5,528  $ 4,332  $ 25,137  $ 21,693 
Same day adjustment —  (332) —  (410)
Same Day EBITDA from continuing operations $ 5,528  $ 4,000  $ 25,137  $ 21,283 





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RECONCILIATION OF ADJUSTED EPS AND SAME DAY ADJUSTED EPS
  Fiscal Quarter Ended Fiscal Year Ended
  December 31,
2023
January 1,
2023
December 31,
2023
January 1,
2023
 
Net income (loss) from continuing operations per diluted share $ 0.11  $ 0.14  $ (0.95) $ 1.07 
Acquisition amortization 0.15  0.05  0.57  0.22 
Impairment losses —  —  2.09  — 
Transaction fees 0.01  0.03  0.09  0.03 
Income tax expense adjustment (0.06) (0.03) (0.61) (0.06)
Adjusted EPS from continuing operations $ 0.21  $ 0.19  $ 1.19  $ 1.26 
Same day adjustment —  (0.02) —  (0.03)
Same Day Adjusted EPS from continuing operations $ 0.21  $ 0.17  $ 1.19  $ 1.23 


RECONCILIATION OF SAME DAY REVENUES AND SAME DAY GROSS PROFIT
(dollars in thousands)
January 1, 2023
Revenues Gross Profit
Fourteen Weeks (65 revenue days) - GAAP $ 77,283  $ 27,058 
Five Days (5,916) (2,068)
Thirteen Weeks (60 revenue days) - Same Day $ 71,367  $ 24,990 
Fifty-three Weeks (254 revenue days) - GAAP $ 298,422  $ 103,548 
Five Days (5,916) (2,068)
Fifty-two Weeks (249 revenue days) - Same Day $ 292,506  $ 101,480