BGSFの適時開示・決算・その他

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 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 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: Title:	John Barnett Chief Financial Officer and Secretary (Principal Financial Officer)

EX-99.1 2 ex991q42024earnings.htm EX-99.1 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, 2024					December 31, 2023					September 29, 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 (in thousands, except share amounts)

Three Part Advisors

ir@bgstaffing.com 214.872.2710 or 214.616.2207

Source: BGSF, Inc.

CONSOLIDATED BALANCE SHEETS


			December 29, 2024		December 31, 2023
ASSETS
Current assets
	Cash and cash equivalents		$	353	$	—
	Accounts receivable (net of allowance for credit losses of $1,133 and $554, respectively)		40,194		56,776
	Prepaid expenses		2,485		2,963
	Other current assets		2,315		7,172

		Total current assets	45,347		66,911

Property and equipment, net			1,137		1,217
Other assets
	Deposits		2,092		2,699
	Software as a service, net		4,438		5,026
	Deferred income taxes, net		8,456		7,271
	Right-of-use asset - operating leases		4,973		5,435
	Intangible assets, net		24,517		30,370
	Goodwill		59,151		59,588
		Total other assets	103,627		110,389
	Total assets		$	150,111	$	178,517

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
	Accounts payable		$	80	$	95
	Accrued payroll and expenses		13,001		14,902
	Line of credit (net of debt issuance costs of $128)		—		24,746
	Long-term debt, current portion (net of debt issuance costs of $24 and $0, respectively)		3,801		34,000
	Accrued interest		223		438
	Income taxes payable		212		282
	Contingent consideration, current portion		2,662		4,208
	Convertible note		4,368		4,368

	Lease liabilities, current portion		1,573		2,016
		Total current liabilities	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

		Total liabilities	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

		Total stockholders’ equity	82,269		85,536
		Total liabilities and stockholders’ equity	$	150,111	$	178,517

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 Mgmt		Profes-sional		Home Office		Total		Property Mgmt		Profes-sional		Home 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 Mgmt		Profes-sional		Home Office		Total		Property Mgmt		Profes-sional		Home 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, 2024			December 31, 2023			December 29, 2024			December 31, 2023			September 29, 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 (% 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, 2024		December 31, 2023		December 29, 2024		December 31, 2023		September 29, 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