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0001474903False00014749032026-05-062026-05-06

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 8-K
 
CURRENT REPORT
 
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
 
 Date of Report (Date of earliest event reported):
May 6, 2026

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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)
14901 Quorum Drive,Suite 800
Dallas, Texas 75254
(Address of principal executive offices, including zip code)
 
(972) 692-2400
(Registrant’s telephone number, including area code)
 
Not applicable
(Former name or former address, if changed since last report)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:
¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨


Title of each class Trading Symbol(s) Name of each exchange on which registered
Common Stock BGSF NYSE
Item 2.02 Results of Operations and Financial Condition.
On May 6, 2026, BGSF, Inc. (the "Company") issued a press release regarding its financial results for the first fiscal quarter ended March 29, 2026. 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 May 6, 2026
104.0 Cover Page Interactive Data File (embedded within the Inline XBRL document)


SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
   
    BGSF, INC.
     
     
Date: May 6, 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)
 
 

EX-99.1 2 ex991q12026earnings.htm EX-99.1 Document

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BGSF, Inc. Reports First Quarter 2026 Financial Results

DALLAS, Texas – (May 6, 2026) – BGSF, Inc. (NYSE: BGSF), a leading provider of workforce solutions for the specialized Property Management industry, today reported financial results for the first fiscal quarter ended March 29, 2026.

Q1 2026 Highlights from Continuing Operations

•Revenues were $20.9 million for Q1 current and prior year quarter.
•Gross profit was $7.4 million for Q1, compared to $7.6 million in prior year quarter, primarily driven by a lower gross margin percentage.
•Net loss was $1.4 million, or $0.13 per diluted share for Q1, compared to a net loss of $2.3 million, or $0.21 per diluted share in the prior year quarter.
•Adjusted EBITDA1 loss was $0.5 million (3% of revenues) in Q1, compared to loss of $1.0 million (5% of revenues) in the prior year quarter.
•Adjusted EPS1 loss was $0.06 for Q1, compared with Adjusted EPS1 loss of $0.09 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
  March 29,
2026		 March 30,
2025
Revenues $ 20,881  $ 20,883 
Gross profit $ 7,410  $ 7,560 
Gross profit percentage 35  % 36  %
Operating loss $ (1,553) $ (1,772)
Net loss $ (1,389) $ (2,329)
Net loss per diluted share $ (0.13) $ (0.21)
Non-GAAP Financial Measures:
Adjusted EBITDA1
 $ (541) $ (1,023)
Adjusted EBITDA Margin (% of revenue)1
 (3) % (5) %
Adjusted EPS1
 $ (0.06) $ (0.09)
1 Adjusted EBITDA and Adjusted EPS are non-GAAP financial measures as defined and reconciled below.



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Co-Chief Executive Officer and Chief Financial Officer, Keith Schroeder, said, “We successfully completed the Transition Services Agreement (“TSA”) with INSPYR at the end of the quarter and are now operating as a stand-alone company. This inflection point simplifies the organization and enables greater operational discipline. While first-quarter revenue was flat year-over-year, severe nationwide weather in late January and February likely affected demand compared to the prior year.

“With the TSA concluded, our teams are concentrated on property management staffing and the execution of our strategic initiatives. We continue to expect full-year 2026 revenue to grow in the low- to mid-single-digit range compared to 2025. We exited the quarter with a strong, debt-free balance sheet, and we remain committed to disciplined capital management and cost control. General and Administrative expenses were reduced to our targeted $3.0 million run-rate level in the first quarter, supporting continued operational improvement and progress toward profitability.”

Co-Chief Executive Officer and Property Management President, Kelly Brown, commented, “The completion of the BG Staffing rebrand in the first quarter reflects an important step in strengthening our market positioning and building a more scalable digital lead-generation platform. We also expanded our strategic presence with two additional partnership agreements, reinforcing our role as a trusted staffing partner to leading property management companies.

“In parallel, we continued to develop our PropTech services strategy by expanding our consulting pipeline and scaling our Yardi consultant network. We are encouraged by PropTech's growth potential, driven by market expansion in implementation and integration projects, increased demand for portfolio-level data and analytics, and ongoing consolidation in the property management industry. While still early, we view this as a meaningful long-term growth opportunity for the Company.”

Conference Call
BGSF will discuss its first quarter 2026 financial results during a conference call and webcast at 9:00 a.m. ET on May 7, 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 replay of the call will be available until May 14, 2026. To access the replay, please dial 1-855-669-9658 (Toll Free), or 1-412-317-0088 (International) and enter access code 6626979. 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


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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 sales and recruiting 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 (in thousands, except share amounts)
Three Part Advisors
ir@BGSF.com 214.872.2710 or 214.616.2207

Source: BGSF, Inc.



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UNAUDITED CONSOLIDATED BALANCE SHEETS
March 29,
2026		 December 28, 2025
ASSETS
Current assets
Cash and cash equivalents $ 13,898  $ 19,018 
Short-term investments 4,997  — 
Accounts receivable (net of allowance for credit losses of $1,156, respectively)
 11,637  11,898 
Escrow receivable 1,450  4,950 
Prepaid expenses 1,002  1,126 
Other current assets 1,313  1,458 
Total current assets 34,297  38,450 
Property and equipment, net 218  244 
Other assets
Deposits 1,920  1,938 
Software as a service, net 2,862  3,002 
Deferred income taxes, net 9,591  9,496 
Right-of-use asset - operating leases, net 543  630 
Intangible assets, net 2,871  3,003 
Goodwill 1,074  1,074 
Total other assets 18,861  19,143 
Total assets $ 53,376  $ 57,837 
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Accounts payable 511  503 
Accrued payroll and expenses 4,620  4,441 
Transition services payable —  3,064 
Income taxes payable 5  76 
Note payable 251  449 
Severance payable, current portion 391  392 
Lease liabilities, current portion 358  409 
Total current liabilities 6,136  9,334 
Severance payable, less current portion —  100 
Lease liabilities, less current portion 249  298 
Total liabilities 6,385  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 11,243,967 and 11,227,197 shares issued, respectively and 10,717,975 and 10,872,067 outstanding, respectively
 112  112 
Additional paid in capital 71,675  71,445 
Accumulated deficit (22,345) (21,874)
Treasury stock of 525,992 and 355,150 shares, respectively
 (2,451) (1,578)
Total stockholders’ equity 46,991  48,105 
Total liabilities and stockholders’ equity $ 53,376  $ 57,837 


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UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share and dividend amounts)
 
For the Thirteen Week Periods Ended March 29, 2026 and March 30, 2025
 
Thirteen Weeks Ended
  2026 2025
Revenues $ 20,881  $ 20,883 
Cost of services 13,471  13,323 
Gross profit 7,410  7,560 
Selling, general, and administrative expenses 8,805  9,003 
Depreciation and amortization 158  329 
Operating loss (1,553) (1,772)
Interest expense, net (4) (1,146)
Loss before income taxes from continuing operations (1,557) (2,918)
Income tax benefit from continuing operations 168  589 
Loss from continuing operations (1,389) (2,329)
Income from discontinued operations:
Income —  2,111 
Gain on sale 918  — 
Income tax expense —  (504)
Net loss $ (471) $ (722)
Net (loss) income per share - basic and diluted:    
Net loss from continuing operations $ (0.13) $ (0.21)
Net income from discontinued operations:
   Income —  0.19 
   Gain on sale 0.09  — 
   Income tax expense —  (0.05)
Net loss per share - basic and diluted $ (0.04) $ (0.07)
Weighted-average shares outstanding:
Basic and diluted 10,684  10,954 
 



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PROPERTY MANAGEMENT SEGMENT
(dollars in thousands) (unaudited)

  Thirteen Weeks Ended
March 29,
2026		 March 30,
2025
Contract field talent $ 20,195  $ 20,279 
Contingent placements 686  604 
Revenue 20,881  20,883 
Compensation and related 13,433  13,286 
Other 38  37 
Gross profit 7,410  7,560 
Selling:
Compensation 4,432  3,925 
Advertising, occupancy, and travel 436  378 
Software, insurance, and professional fees 412  373 
Other 237  370 
Contributions to overhead 1,893  2,514 
General and administrative:
Compensation 1,570  2,061 
Software 578  697 
Professional fees 498  542 
Strategic alternatives review 483  21 
Other 159  636 
Depreciation and amortization 158  329 
Operating loss (1,553) (1,772)
Interest expense, net (4) (1,146)
Income tax benefit from continuing operations 168  589 
Loss from continuing operations $ (1,389) $ (2,329)




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UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)

For the Thirteen Week Periods Ended March 29, 2026 and March 30, 2025
  2026 2025
Cash flows from operating activities
Net loss $ (471) $ (722)
Net income from discontinued operations (918) (1,607)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation 25  30 
Amortization 133  299 
Software as a service 141  141 
Loss on disposal of property and equipment —  6 
Amortization of debt issuance costs —  124 
Provision for credit losses 96  198 
Share-based compensation 230  168 
Deferred income taxes (95) (1,437)
Other non-cash items (25) — 
Net changes in operating assets and liabilities:
Accounts receivable 163  2,686 
Escrow receivable 3,500  — 
Prepaid expenses 123  200 
Other current assets 334  (189)
Deposits 18  6 
Transition services payable (3,262) — 
Accounts payable 8  1,525 
Accrued payroll and expenses 179  97 
Accrued interest —  63 
Income taxes payable (62) 54 
Severance payable (101) — 
Operating leases (12) (5)
Other long-term liabilities —  (614)
Net cash provided by continuing operating activities 4  1,023 
Net cash provided by discontinued operating activities —  41 
Net cash provided by operating activities 4  1,064 
Cash flows from investing activities
Proceeds from business sold 918  — 
Purchases of short-term investments (4,972) — 
Net cash used in continuing investing activities (4,054) — 
Net cash used in discontinued investing activities —  (23)
Net cash used in investing activities (4,054) (23)
Cash flows from financing activities
Net payments under line of credit —  1,604 
Principal payments on long-term debt —  (956)
Issuance of ESPP shares —  87 
Note payable paid (197) — 
Repurchase of common stock (873) — 
Payments of debt issuance costs —  (79)
Net cash (used in) provided by financing activities (1,070) 656 
Net change in cash and cash equivalents (5,120) 1,697 
Less: net change in cash and cash equivalents, discontinued operations —  18 
Cash and cash equivalents, beginning of period 19,018  32 
Cash and cash equivalents, end of period, continuing operations $ 13,898  $ 1,711 
Supplemental cash flow information:
Cash paid for interest $ 43  $ 912 
Cash paid for state taxes, net of refunds $ 13  $ 6 


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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 our financial performance, we supplements 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 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.

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”), 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 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
  March 29,
2026		 March 30,
2025
Loss from continuing operations $ (1,389) $ (2,329)
Income tax benefit (168) (589)
Interest expense (income), net 4  1,146 
Operating loss (1,553) (1,772)
Depreciation and amortization 158  329 
Share-based compensation 230  168 
Strategic alternatives review 483  21 
Software as a service1
 141  141 
Aged receivable adjustment —  90 
Adjusted EBITDA from continuing operations (541) (1,023)
Adjusted EBITDA Margin (% of revenue) (3) % (5) %
Gain (loss) on sale 918  — 
Income from discontinued operations —  1,607 
Adjustments to discontinued operations2
 —  1,864 
Adjusted EBITDA from discontinued operations —  3,471 
Adjusted EBITDA, net $ 377  $ 2,448 
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 includes $1.4 million of depreciation and amortization and $0.5 million of income tax expense.




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Reconciliation of Net Loss EPS to Adjusted EPS
  Thirteen Weeks Ended
  March 29,
2026		 March 30,
2025
Loss from continuing operations per diluted share $ (0.13) $ (0.21)
Income tax benefit (0.02) (0.05)
Interest expense (income), net —  0.10 
Operating loss (0.15) (0.16)
Depreciation and amortization 0.01  0.03 
Share-based compensation 0.02  0.02 
Strategic alternatives review 0.05  — 
Software as a service1
 0.01  0.01 
Aged receivable adjustment —  0.01 
Adjusted EPS from continuing operations (0.06) (0.09)
Gain (loss) on sale 0.09  — 
Adjusted EPS from discontinued operations —  0.32 
Adjusted EPS $ 0.03  $ 0.23 
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.