BGSF, Inc. (NYSE: BGSF) reports lower Q2 2026 net loss and cash use
Rhea-AI Filing Summary
BGSF, Inc. reported second-quarter 2026 results from continuing operations with revenue of $22.3 million, down from $23.5 million a year earlier, as lower billable hours reduced volume. Gross profit was $7.9 million versus $8.4 million, keeping gross margin roughly stable at 35.5%.
The company’s net loss from continuing operations narrowed to $0.8 million, or $0.08 per diluted share, compared with a $4.5 million loss, or $0.41 per share, driven mainly by lower selling, general and administrative expenses. Operating loss improved to $1.2 million from $4.0 million. Adjusted EBITDA loss was $0.3 million, or 1% of revenue, versus a $1.2 million loss, or 5% of revenue; Adjusted EPS loss improved to $0.02 from $0.10.
For the first half of 2026, revenue was $43.2 million and net loss was $1.3 million, compared with $44.4 million and $4.5 million in the prior-year period. Cash and cash equivalents were $9.7 million at June 28, 2026, supplemented by $8.5 million of short‑term investments. Net cash used in continuing operating activities was $0.2 million, and $1.5 million was used in financing, including $1.2 million of share repurchases. Management highlighted cost reductions following the conclusion of a Transition Services Agreement and ongoing investments in AI-enabled tools and PropTech services.
Positive
- None.
Negative
- None.
Filing Explained
As of June 28, repurchases left 10,680,174 shares outstanding versus 10,872,067 at year-end, while issued shares rose slightly.
BGSF’s
An 8-K reports specified material events, and this filing records the company’s release of historical results for the thirteen weeks ended
Treasury stock increased to 582,248 shares from 355,130 shares, alongside the reported repurchase of $1,166 thousand of common stock. Because dilution refers to issuing additional shares that reduces an existing holder’s percentage ownership, this disclosure shows repurchase-related share-count reduction rather than a disclosed dilutive issuance.
The release identifies Adjusted EBITDA and Adjusted EPS as non-GAAP measures and says they are not alternatives to GAAP earnings, earnings per share, operating income, or operating cash flow.
8-K Event Classification
3 items: 2.02, 7.01, 9.01
3 items
Item 2.02
Results of Operations and Financial Condition
Financial
Disclosure of earnings results, typically an earnings press release or preliminary financials.
Item 7.01
Regulation FD Disclosure
Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
Q2 2026 Revenue: $22,313k
Q2 2026 Net loss from continuing operations: $834k
Q2 2026 Adjusted EBITDA: ($298k)
+5 more
8 metrics
Q2 2026 Revenue
$22,313k
Thirteen weeks ended June 28, 2026 from continuing operations
Q2 2026 Net loss from continuing operations
$834k
Net loss from continuing operations for the thirteen weeks ended June 28, 2026
Q2 2026 Adjusted EBITDA
($298k)
Adjusted EBITDA from continuing operations for the thirteen weeks ended June 28, 2026
Q2 2026 Adjusted EPS
$(0.02)
Adjusted EPS from continuing operations for the thirteen weeks ended June 28, 2026
Cash and cash equivalents
$9,718k
Cash and cash equivalents at June 28, 2026
Short-term investments
$8,509k
Short-term investments at June 28, 2026
Net cash from continuing operating activities
($160k)
Net cash used in continuing operating activities for twenty-six weeks ended June 28, 2026
Total stockholders’ equity
$46,051k
Total stockholders’ equity at June 28, 2026
Key Terms
Adjusted EBITDA, Adjusted EPS, Transition Services Agreement, discontinued operations, +2 more
6 terms
Adjusted EBITDA financial
"Adjusted EBITDA1 loss was $0.3 million (1% of revenues) in Q2"
Adjusted EBITDA is a way companies measure how much money they make from their core operations, like running a business, by removing certain costs or income that aren’t part of regular business activities. It helps investors see how well a company is doing without distractions from unusual expenses or gains, making it easier to compare companies or track performance over time.
Adjusted EPS financial
"Adjusted EPS1 loss was $0.02 for Q2, compared with Adjusted EPS1 loss"
Adjusted earnings per share (adjusted eps) is a measure of a company's profit per share that has been modified to exclude certain one-time or unusual items, such as costs from restructuring or asset sales. It provides a clearer picture of the company’s core performance by removing events that may distort the usual earnings. Investors use adjusted eps to better understand a company's ongoing profitability and compare it more accurately over time.
Transition Services Agreement financial
"first reporting period following the conclusion of the Transition Services Agreement"
A transition services agreement is a formal arrangement where one company continues to provide essential services—such as IT, human resources, or accounting—to another company after a business deal or change in ownership. It acts like a temporary bridge, ensuring smooth operations during a transition period. For investors, it provides clarity on how long support will last and helps assess potential costs and stability during the change.
discontinued operations financial
"Income from discontinued operations and Gain on sale are presented separately"
Discontinued operations are parts of a company that it has decided to sell or shut down, and no longer plans to run in the future. This matters to investors because it helps them understand which parts of the business are ongoing and which are being phased out, providing a clearer picture of the company’s current performance and future prospects. Think of it like a store closing a department—it no longer contributes to sales or profits.
contingent consideration financial
"Gain on contingent consideration of $(450) is included in prior-year results"
Contingent consideration is an additional payment agreed when one company buys another that will be paid later only if specific future targets are met, such as revenue, profit, or regulatory milestones. It matters to investors because it shifts risk between buyer and seller and affects the acquiring company's future cash flow and reported value — like promising a bonus after results are proven.
strategic alternatives review financial
"Costs for the strategic alternatives review were $385 in Q2 2026"
A strategic alternatives review is a process where a company examines different options for its future direction, such as selling parts of the business, merging with another company, or restructuring itself. This review helps management determine the best way to maximize value for shareholders. For investors, it signals that the company is exploring ways to improve its performance or unlock hidden worth, which can influence its stock price and strategic decisions.
Earnings Snapshot
Revenue (Q2 2026): $22,313k
Thirteen and twenty-six weeks ended June 28, 2026
Revenue (Q2 2026)
$22,313k
vs $23,506k for the thirteen weeks ended June 29, 2025
Net loss from continuing operations (Q2 2026)
$834k
vs $4,489k net loss in the thirteen weeks ended June 29, 2025
Adjusted EBITDA from continuing operations (Q2 2026)
($298k)
vs ($1,153k) in the thirteen weeks ended June 29, 2025
Net cash from continuing operating activities (H1 2026)
($160k)
vs $2,962k provided in the twenty-six weeks ended June 29, 2025
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
How did BGSF (BGSF) perform financially in Q2 2026?
BGSF generated $22.3 million in Q2 2026 revenue from continuing operations, down from $23.5 million a year earlier. Net loss from continuing operations narrowed to $0.8 million, or $0.08 per diluted share, compared with a $4.5 million loss, or $0.41 per share, in Q2 2025.
What were BGSF (BGSF)'s key non-GAAP results for Q2 2026?
In Q2 2026, BGSF reported an Adjusted EBITDA loss of $0.3 million, or 1% of revenue, versus a $1.2 million loss, or 5%, a year earlier. Adjusted EPS loss was $0.02 from continuing operations, compared with an Adjusted EPS loss of $0.10 in the prior-year quarter.
What does BGSF (BGSF)'s balance sheet look like as of June 28, 2026?
As of June 28, 2026, BGSF held $9.7 million in cash and cash equivalents and $8.5 million in short‑term investments. Total assets were $52.9 million, total liabilities $6.9 million, and stockholders’ equity $46.1 million, with modest debt and no preferred stock outstanding.
How did BGSF (BGSF)'s cash flows trend in the first half of 2026?
For the twenty-six weeks ended June 28, 2026, BGSF used $0.2 million in net cash from continuing operating activities. Investing activities used $7.6 million, mainly for short‑term investments, while financing used $1.5 million, including $1.2 million of share repurchases and $0.3 million of note repayment.
What were BGSF (BGSF)'s Property Management segment results in Q2 2026?
In Q2 2026, the Property Management segment generated $22.3 million in revenue, including $21.5 million from contract field talent and $0.8 million from contingent placements. Segment gross profit was $7.9 million, with contributions to overhead of $2.4 million, compared with $1.7 million a year earlier.
What strategic and operational themes did BGSF (BGSF) emphasize?
Management highlighted ongoing cost reductions and organizational streamlining following the end of a Transition Services Agreement. They also emphasized expanding AI tools for screening, onboarding, and matching, and noted that the PropTech services strategy is gaining momentum and building a sales funnel for the coming year.
How did BGSF (BGSF)'s year-to-date 2026 results compare to 2025?
For the first half of 2026, revenue from continuing operations was $43.2 million versus $44.4 million in 2025. Net loss was $1.3 million compared with $4.5 million a year earlier, while loss from continuing operations was $2.2 million versus $6.8 million in the prior-year period.
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):
(Exact Name of Registrant as Specified in its Charter)
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification Number) | ||||||
(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 | ||||||
| Item 2.02 | Results of Operations and Financial Condition. | ||||
On August 5, 2026, BGSF, Inc. (the "Company") issued a press release regarding its financial results for the second fiscal quarter ended June 28, 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 | Earnings release dated | August 5, 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: | /s/ Keith Schroeder | ||||||||||
| Name: | Keith Schroeder | ||||||||||
| Title: | Co-Chief Executive Officer, Chief Financial Officer and Secretary | ||||||||||
| (Co-Principal Executive Officer and Principal Financial Officer) | |||||||||||
BGSF, Inc. Reports Second Quarter 2026 Financial Results
DALLAS, Texas – (August 5, 2026) – BGSF, Inc. (NYSE: BGSF), a leading provider of workforce solutions for the specialized Property Management industry, today reported financial results for the second fiscal quarter ended June 28, 2026.
Q2 2026 Highlights from Continuing Operations
•Revenues were $22.3 million for Q2, compared to $23.5 million from prior year quarter, driven by lower billable hours in the current year compared to prior year.
•Gross profit was $7.9 million for Q2, compared to $8.4 million in prior year quarter, which is in line with revenues.
•Net loss was $0.8 million, or $0.08 per diluted share for Q2, compared to a net loss of $4.5 million, or $0.41 per diluted share in the prior year quarter. The decrease is primarily driven by a reduction in selling, general, and administrative expenses.
•Adjusted EBITDA1 loss was $0.3 million (1% of revenues) in Q2, compared to loss of $1.2 million (5% of revenues) in the prior year quarter.
•Adjusted EPS1 loss was $0.02 for Q2, compared with Adjusted EPS1 loss of $0.10 in the prior year quarter.
SUMMARY OF FINANCIAL RESULTS FROM CONTINUING OPERATIONS
(dollars in thousands, except per share) (unaudited)
| For the Thirteen Week Periods Ended | |||||||||||||||||
| June 28, 2026 | June 29, 2025 | ||||||||||||||||
| Revenues | $ | 22,313 | $ | 23,506 | |||||||||||||
| Gross profit | $ | 7,918 | $ | 8,410 | |||||||||||||
| Gross profit percentage | 35.5 | % | 35.8 | % | |||||||||||||
| Operating loss | $ | (1,190) | $ | (3,976) | |||||||||||||
| Net loss | $ | (834) | $ | (4,489) | |||||||||||||
| Net loss per diluted share | $ | (0.08) | $ | (0.41) | |||||||||||||
| Non-GAAP Financial Measures: | |||||||||||||||||
Adjusted EBITDA1 | $ | (298) | $ | (1,153) | |||||||||||||
Adjusted EBITDA Margin (% of revenue)1 | (1) | % | (5) | % | |||||||||||||
Adjusted EPS1 | $ | (0.02) | $ | (0.10) | |||||||||||||
1 Adjusted EBITDA and Adjusted EPS are non-GAAP financial measures as defined and reconciled below.
Co-Chief Executive Officer and Chief Financial Officer, Keith Schroeder, said, “The second quarter of 2026 was our first reporting period following the conclusion of the Transition Services Agreement (“TSA”) with INSPYR at the end of March. We took this opportunity to continue to streamline the organization by simplifying our operations in both front office and back office as well as continuing to make organizational realignments as necessary to reduce costs.
“As we head into our seasonally strongest third quarter, we look forward to realizing the benefits of all of these strategic actions, including enhanced revenue, more effective operations and lower overall support costs.”
Co-Chief Executive Officer and Property Management President, Kelly Brown, commented, “We continue to enhance and improve our many tools in order to provide superior customer service during this busy third quarter. Our usage of AI tools in screening, onboarding, and matching is continually being expanded, improved, and enhanced.
“Our PropTech services strategy continues to gain momentum and is building a solid sales funnel for the coming year.”
Conference Call
BGSF will discuss its second quarter 2026 financial results during a conference call and webcast at 9:00 a.m. ET on August 6, 2026. Interested participants may dial 1-844-481-3017 (Toll Free) or 1-412-317-1882 (International) and ask to be included in the BGSF call. A call replay will be available until August 13, 2026. To access the replay, please dial 1-855-669-9658 (Toll Free), or 1-412-317-0088 (International) and enter access code 2412265. The live webcast and archived replay are accessible from the investor relations section of the Company’s website at https://investor.bgsf.com/events-and-presentations/default.aspx
About BGSF
BGSF provides best-in-class property management resources and solutions to growing apartment and luxury communities, as well as commercial properties, and was awarded Supplier Company of the Year by the National Apartment Association in recent years. Through its exclusive and semi-exclusive agreements with some of the largest property management companies in North America, BGSF offers differentiated advantages to clients, including trained talent and unique technological platforms that seek to maximize efficiencies in the growing residential and commercial leased property industries. For more information on the Company and its services, please visit its website at www.bgsf.com.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of U.S. federal securities laws. Such forward-looking statements include, but are not limited to, statements regarding BGSF’s expectations, hopes, beliefs, intentions, plans, prospects, or strategies regarding the future revenue and the business plans of BGSF’s management team. Any statements contained herein that are not statements of historical fact may be deemed to be forward-looking statements. In addition, any statements that refer to projections, forecasts, or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipate,” “believe,” “continue,” “could,” “endeavor,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “will,” “would,” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. The forward-looking statements contained in this press release are based on certain assumptions and analyses made by the management of BGSF considering their respective experience
and perception of historical trends, current conditions, and expected future developments and their potential effects on BGSF as well as other factors they believe are appropriate in the circumstances. There can be no assurance that future developments affecting BGSF will be those anticipated. These forward-looking statements involve a number of risks, uncertainties, or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements, including the mix of services or solutions utilized by BGSF’s client partners and such client partners’ needs for these services or solutions, market acceptance of new offerings of services or solutions, the ability of BGSF to expand what it does for existing client partners as well as to add new client partners, whether BGSF will have sufficient capital to operate as anticipated, the impact of the use of AI-powered technologies and the timing of their availability, the impact of our strategic initiatives and cost reductions, the demand for BGSF’s services and solutions, economic activity in BGSF’s industry and in general, and certain risks, uncertainties, and assumptions described in BGSF’s most recently filed Annual Report on Form 10-K and subsequently filed Quarterly Reports on Form 10-Q under the heading “Risk Factors.” Should one or more of these risks or uncertainties materialize or should any of the assumptions being made prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. BGSF undertakes no obligation to update or revise any forward-looking statements, whether because of new information, future events, or otherwise, except as may be required under applicable securities laws.
CONTACT:
Steven Hooser or Sandy Martin
Three Part Advisors
ir@BGSF.com 214.872.2710 or 214.616.2207
Source: BGSF, Inc.
UNAUDITED CONSOLIDATED BALANCE SHEETS
(in thousands, except share amounts)
| June 28, 2026 | December 28, 2025 | |||||||||||||||||||
| ASSETS | ||||||||||||||||||||
| Current assets | ||||||||||||||||||||
| Cash and cash equivalents | $ | 9,718 | $ | 19,018 | ||||||||||||||||
| Short-term investments | 8,509 | — | ||||||||||||||||||
Accounts receivable (net of allowance for credit losses of $1,078 and $1,156, respectively) | 11,944 | 11,898 | ||||||||||||||||||
| Escrow receivable | 1,450 | 4,950 | ||||||||||||||||||
| Prepaid expenses | 1,267 | 1,126 | ||||||||||||||||||
| Other current assets | 1,100 | 1,458 | ||||||||||||||||||
| Total current assets | 33,988 | 38,450 | ||||||||||||||||||
| Property and equipment, net | 259 | 244 | ||||||||||||||||||
| Other assets | ||||||||||||||||||||
| Deposits | 1,915 | 1,938 | ||||||||||||||||||
| Software as a service, net | 2,721 | 3,002 | ||||||||||||||||||
| Deferred income taxes, net | 9,807 | 9,496 | ||||||||||||||||||
| Right-of-use asset - operating leases, net | 454 | 630 | ||||||||||||||||||
| Intangible assets, net | 2,715 | 3,003 | ||||||||||||||||||
| Goodwill | 1,074 | 1,074 | ||||||||||||||||||
| Total other assets | 18,686 | 19,143 | ||||||||||||||||||
| Total assets | $ | 52,933 | $ | 57,837 | ||||||||||||||||
| LIABILITIES AND STOCKHOLDERS' EQUITY | ||||||||||||||||||||
| Current liabilities | ||||||||||||||||||||
| Accounts payable | $ | 258 | $ | 503 | ||||||||||||||||
| Accrued payroll and expenses | 4,715 | 4,441 | ||||||||||||||||||
| Transition services payable | 1,010 | 3,064 | ||||||||||||||||||
| Income taxes payable | 3 | 76 | ||||||||||||||||||
| Note payable | 102 | 449 | ||||||||||||||||||
| Severance payable, current portion | 288 | 392 | ||||||||||||||||||
| Lease liabilities, current portion | 274 | 409 | ||||||||||||||||||
| Total current liabilities | 6,650 | 9,334 | ||||||||||||||||||
| Severance payable, less current portion | — | 100 | ||||||||||||||||||
| Lease liabilities, less current portion | 232 | 298 | ||||||||||||||||||
| Total liabilities | 6,882 | 9,732 | ||||||||||||||||||
| Commitments and contingencies | ||||||||||||||||||||
Preferred stock, $0.01 par value per share, 500,000 shares authorized, -0- shares issued and outstanding | — | — | ||||||||||||||||||
Common stock, $0.01 par value per share; 19,500,000 shares authorized 11,262,422 and 11,227,197 shares issued, respectively, and 10,680,174 and 10,872,067 outstanding, respectively | 113 | 112 | ||||||||||||||||||
| Additional paid in capital | 71,861 | 71,445 | ||||||||||||||||||
| Accumulated deficit | (23,179) | (21,874) | ||||||||||||||||||
Treasury stock of 582,248 and 355,130 shares, respectively | (2,744) | (1,578) | ||||||||||||||||||
| Total stockholders’ equity | 46,051 | 48,105 | ||||||||||||||||||
| Total liabilities and stockholders’ equity | $ | 52,933 | $ | 57,837 | ||||||||||||||||
UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share and dividend amounts)
For the Thirteen and Twenty-six Week Periods Ended June 28, 2026 and June 29, 2025
| Thirteen Weeks Ended | Twenty-six Weeks Ended | ||||||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||||||
| Revenues | $ | 22,313 | $ | 23,506 | $ | 43,194 | $ | 44,389 | |||||||||||||||||||||
| Cost of services | 14,395 | 15,096 | 27,866 | 28,419 | |||||||||||||||||||||||||
| Gross profit | 7,918 | 8,410 | 15,328 | 15,970 | |||||||||||||||||||||||||
| Selling, general, and administrative expenses | 8,928 | 12,577 | 17,733 | 21,580 | |||||||||||||||||||||||||
| Gain on contingent consideration | — | (450) | — | (450) | |||||||||||||||||||||||||
| Depreciation and amortization | 180 | 259 | 338 | 588 | |||||||||||||||||||||||||
| Operating loss | (1,190) | (3,976) | (2,743) | (5,748) | |||||||||||||||||||||||||
| Interest income (expense), net | 238 | (1,877) | 234 | (3,023) | |||||||||||||||||||||||||
| Loss before income taxes from continuing operations | (952) | (5,853) | (2,509) | (8,771) | |||||||||||||||||||||||||
| Income tax benefit from continuing operations | 118 | 1,364 | 286 | 1,953 | |||||||||||||||||||||||||
| Loss from continuing operations | (834) | (4,489) | (2,223) | (6,818) | |||||||||||||||||||||||||
| Income from discontinued operations: | |||||||||||||||||||||||||||||
| Income | — | 908 | — | 3,019 | |||||||||||||||||||||||||
| Gain on sale | — | — | 918 | — | |||||||||||||||||||||||||
| Income tax expense | — | (155) | — | (659) | |||||||||||||||||||||||||
| Net loss | $ | (834) | $ | (3,736) | $ | (1,305) | $ | (4,458) | |||||||||||||||||||||
| Net (loss) income per share - basic and diluted: | |||||||||||||||||||||||||||||
| Net loss from continuing operations | $ | (0.08) | $ | (0.41) | $ | (0.21) | $ | (0.62) | |||||||||||||||||||||
| Net income from discontinued operations: | |||||||||||||||||||||||||||||
| Income | — | 0.08 | — | 0.27 | |||||||||||||||||||||||||
| Gain on sale | — | — | 0.09 | — | |||||||||||||||||||||||||
| Income tax expense | — | (0.01) | — | (0.06) | |||||||||||||||||||||||||
| Net loss per share - basic and diluted | $ | (0.08) | $ | (0.34) | $ | (0.12) | $ | (0.41) | |||||||||||||||||||||
| Weighted-average shares outstanding: | |||||||||||||||||||||||||||||
| Basic and diluted | 10,586 | 11,019 | 10,614 | 10,986 | |||||||||||||||||||||||||
PROPERTY MANAGEMENT SEGMENT
(dollars in thousands) (unaudited)
| Thirteen Weeks Ended | Twenty-six Weeks Ended | ||||||||||||||||||||||||||||
| June 28, 2026 | June 29, 2025 | June 28, 2026 | June 29, 2025 | ||||||||||||||||||||||||||
| Contract field talent | $ | 21,487 | $ | 23,000 | $ | 41,682 | $ | 43,279 | |||||||||||||||||||||
| Contingent placements | 826 | 506 | 1,512 | 1,110 | |||||||||||||||||||||||||
| Revenue | 22,313 | 23,506 | 43,194 | 44,389 | |||||||||||||||||||||||||
| Compensation and related | 14,354 | 15,058 | 27,786 | 28,344 | |||||||||||||||||||||||||
| Other | 41 | 38 | 80 | 75 | |||||||||||||||||||||||||
| Gross profit | 7,918 | 8,410 | 15,328 | 15,970 | |||||||||||||||||||||||||
| Selling: | |||||||||||||||||||||||||||||
| Compensation | 4,167 | 4,195 | 8,600 | 8,121 | |||||||||||||||||||||||||
| Advertising, occupancy, and travel | 500 | 447 | 935 | 825 | |||||||||||||||||||||||||
| Software, insurance, and professional fees | 539 | 296 | 951 | 669 | |||||||||||||||||||||||||
| Other | 279 | 1,806 | 516 | 2,176 | |||||||||||||||||||||||||
| Contributions to overhead | 2,433 | 1,666 | 4,326 | 4,179 | |||||||||||||||||||||||||
| General and administrative: | |||||||||||||||||||||||||||||
| Compensation | 1,463 | 2,184 | 3,033 | 4,245 | |||||||||||||||||||||||||
| Software | 633 | 828 | 1,211 | 1,525 | |||||||||||||||||||||||||
| Professional fees | 486 | 569 | 985 | 1,111 | |||||||||||||||||||||||||
| Strategic alternatives review | 385 | 1,613 | 868 | 1,634 | |||||||||||||||||||||||||
| Other | 476 | 639 | 634 | 1,274 | |||||||||||||||||||||||||
| Gain on contingent consideration | — | (450) | — | (450) | |||||||||||||||||||||||||
| Depreciation and amortization | 180 | 259 | 338 | 588 | |||||||||||||||||||||||||
| Operating loss | (1,190) | (3,976) | (2,743) | (5,748) | |||||||||||||||||||||||||
| Interest income (expense), net | 238 | (1,877) | 234 | (3,023) | |||||||||||||||||||||||||
| Income tax benefit from continuing operations | 118 | 1,364 | 286 | 1,953 | |||||||||||||||||||||||||
| Loss from continuing operations | $ | (834) | $ | (4,489) | $ | (2,223) | $ | (6,818) | |||||||||||||||||||||
UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
For the Twenty-six Week Periods Ended June 28, 2026 and June 29, 2025
| 2026 | 2025 | ||||||||||||||||||||||
| Cash flows from operating activities | |||||||||||||||||||||||
| Net loss | $ | (1,305) | $ | (4,458) | |||||||||||||||||||
| Net income from discontinued operations | (918) | (2,360) | |||||||||||||||||||||
| Adjustments to reconcile net loss to net cash (used in) provided by operating activities: | |||||||||||||||||||||||
| Depreciation | 50 | 58 | |||||||||||||||||||||
| Amortization | 288 | 530 | |||||||||||||||||||||
| Software as a service | 281 | 425 | |||||||||||||||||||||
| Loss on disposal of property and equipment | — | 6 | |||||||||||||||||||||
| Contingent consideration adjustment | — | (450) | |||||||||||||||||||||
| Amortization of debt issuance costs | — | 598 | |||||||||||||||||||||
| Interest expense on note payable | — | 93 | |||||||||||||||||||||
| Provision for credit losses | 214 | 1,656 | |||||||||||||||||||||
| Share-based compensation | 417 | 305 | |||||||||||||||||||||
| Deferred income taxes | (311) | (1,378) | |||||||||||||||||||||
| Other non-cash items | (29) | — | |||||||||||||||||||||
| Net changes in operating assets and liabilities: | |||||||||||||||||||||||
| Accounts receivable | (259) | 1,851 | |||||||||||||||||||||
| Escrow receivable | 3,500 | — | |||||||||||||||||||||
| Prepaid expenses | (142) | (87) | |||||||||||||||||||||
| Other current assets | 345 | (393) | |||||||||||||||||||||
| Deposits | 23 | 8 | |||||||||||||||||||||
| Transition services payable | (2,054) | — | |||||||||||||||||||||
| Accounts payable | (245) | 1,288 | |||||||||||||||||||||
| Accrued payroll and expenses | 274 | 3,263 | |||||||||||||||||||||
| Accrued interest | — | 287 | |||||||||||||||||||||
| Income taxes receivable | (61) | (384) | |||||||||||||||||||||
| Severance payable | (205) | — | |||||||||||||||||||||
| Operating leases | (23) | (33) | |||||||||||||||||||||
| Other long-term liabilities | — | 2,137 | |||||||||||||||||||||
| Net cash (used in) provided by continuing operating activities | (160) | 2,962 | |||||||||||||||||||||
| Net cash provided by discontinued operating activities | — | 253 | |||||||||||||||||||||
| Net cash (used in) provided by operating activities | (160) | 3,215 | |||||||||||||||||||||
| Cash flows from investing activities | |||||||||||||||||||||||
| Proceeds from business sold | 918 | — | |||||||||||||||||||||
| Purchases of short-term investments | (17,377) | — | |||||||||||||||||||||
| Proceeds from sale of short-term investments | 8,897 | — | |||||||||||||||||||||
| Capital expenditures | (65) | (13) | |||||||||||||||||||||
| Net cash used in continuing investing activities | (7,627) | (13) | |||||||||||||||||||||
| Net cash used in discontinued investing activities | — | (63) | |||||||||||||||||||||
| Net cash used in investing activities | (7,627) | (76) | |||||||||||||||||||||
| Cash flows from financing activities | |||||||||||||||||||||||
| Net borrowings under line of credit | — | 1,604 | |||||||||||||||||||||
| Principal payments on long-term debt | — | (1,913) | |||||||||||||||||||||
| Issuance of ESPP shares | — | 134 | |||||||||||||||||||||
| Note payable paid | (347) | — | |||||||||||||||||||||
| Repurchase of common stock | (1,166) | — | |||||||||||||||||||||
| Payments of debt issuance costs | — | (29) | |||||||||||||||||||||
| Net cash used in financing activities | (1,513) | (204) | |||||||||||||||||||||
| Net change in cash and cash equivalents | (9,300) | 2,935 | |||||||||||||||||||||
| Less: net change in cash and cash equivalents, discontinued operations | — | 190 | |||||||||||||||||||||
| Cash and cash equivalents, beginning of period | 19,018 | 32 | |||||||||||||||||||||
| Cash and cash equivalents, end of period, continuing operations | $ | 9,718 | $ | 2,777 | |||||||||||||||||||
| Supplemental cash flow information: | |||||||||||||||||||||||
| Cash paid for interest | $ | 50 | $ | 2,048 | |||||||||||||||||||
| Cash paid for state taxes, net of refunds | $ | 81 | $ | 354 | |||||||||||||||||||
NON-GAAP FINANCIAL MEASURES
The financial results of BGSF, Inc. are prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and the rules of the U.S. Securities and Exchange Commission. To help the readers understand our financial performance, we supplement our GAAP financial results with Adjusted EBITDA and Adjusted EPS.
A non-GAAP financial measure is a numerical measure of a company's financial performance that excludes or includes amounts so as to be different from the most directly comparable measure calculated and presented in accordance with GAAP in the statement of income, balance sheet or statement of cash flows of a company. Adjusted EBITDA and Adjusted EPS are not measurements of financial performance under GAAP and should not be considered as alternatives to net income, net income per diluted share, operating income, or any other performance measure derived in accordance with GAAP, or as alternatives to cash flow from operating activities or measures of our liquidity. We believe that Adjusted EBITDA and Adjusted EPS are useful performance measures and are used by us to facilitate a comparison of our operating performance on a consistent basis from period-to-period and to provide for a more complete understanding of factors and trends affecting our business than measures under GAAP can provide alone.
We define “Adjusted EBITDA" as earnings before interest (income) expense, income taxes, depreciation and amortization expense, costs associated with the evaluation of potential strategic alternatives (“strategic alternatives review”), software as a service costs, and certain non-cash expenses such as share-based compensation expense, as well as certain specific events that management does not consider in assessing our on-going operating performance.
We define “Adjusted EPS” as diluted earnings per share eliminating interest (income) expense, depreciation, and amortization expense, the strategic alternatives review, software as a service costs, and certain non-cash expenses such as share-based compensation expense, as well as certain specific events that management does not consider in assessing our on-going operating performance, net of the respective income tax effect.
Reconciliation of Net Loss to Adjusted EBITDA
(dollars in thousands)
| Thirteen Weeks Ended | Twenty-six Weeks Ended | |||||||||||||||||||||||||
| June 28, 2026 | June 29, 2025 | June 28, 2026 | June 29, 2025 | |||||||||||||||||||||||
| Loss from continuing operations | $ | (834) | $ | (4,489) | $ | (2,223) | $ | (6,818) | ||||||||||||||||||
| Income tax benefit | (118) | (1,364) | (286) | (1,953) | ||||||||||||||||||||||
| Interest (income) expense, net | (238) | 1,877 | (234) | 3,023 | ||||||||||||||||||||||
| Operating loss | (1,190) | (3,976) | (2,743) | (5,748) | ||||||||||||||||||||||
| Depreciation and amortization | 180 | 259 | 338 | 588 | ||||||||||||||||||||||
| Gain on contingent consideration | — | (450) | — | (450) | ||||||||||||||||||||||
| Share-based compensation | 187 | 137 | 417 | 305 | ||||||||||||||||||||||
| Strategic alternatives review | 385 | 1,613 | 868 | 1,634 | ||||||||||||||||||||||
Software as a service1 | 140 | 284 | 281 | 425 | ||||||||||||||||||||||
| Aged receivable adjustment | — | 980 | — | 1,070 | ||||||||||||||||||||||
| Adjusted EBITDA from continuing operations | (298) | (1,153) | (839) | (2,176) | ||||||||||||||||||||||
| Adjusted EBITDA Margin (% of revenue) | (1) | % | (5) | % | (2) | % | (5) | % | ||||||||||||||||||
| Gain on sale | — | — | 918 | — | ||||||||||||||||||||||
| Income from discontinued operations | — | 753 | 918 | 2,360 | ||||||||||||||||||||||
Adjustments to discontinued operations2 | — | 1,506 | — | 3,370 | ||||||||||||||||||||||
| Adjusted EBITDA from discontinued operations | — | 2,259 | 918 | 5,730 | ||||||||||||||||||||||
| Adjusted EBITDA, net | $ | (298) | $ | 1,106 | $ | 79 | $ | 3,554 | ||||||||||||||||||
1 We capitalize direct costs incurred in cloud computing implementation from hosting arrangements, which are reported as a Software as a service and are expensed as incurred in selling, general, and administrative expenses.
2 Adjusted EBITDA from discontinued operations for the thirteen and twenty-six weeks ended June 29, 2025 includes $1.3 million and $2.7 million of depreciation and amortization, respectively, and $0.2 million and $0.7 million of income tax expense, respectively.
Reconciliation of Net Loss EPS to Adjusted EPS
| Thirteen Weeks Ended | Twenty-six Weeks Ended | |||||||||||||||||||||||||
| June 28, 2026 | June 29, 2025 | June 28, 2026 | June 29, 2025 | |||||||||||||||||||||||
| Loss from continuing operations per diluted share | $ | (0.08) | $ | (0.41) | $ | (0.21) | $ | (0.62) | ||||||||||||||||||
| Income tax benefit | (0.01) | (0.12) | (0.03) | (0.18) | ||||||||||||||||||||||
| Interest (income) expense, net | (0.02) | 0.17 | (0.02) | 0.28 | ||||||||||||||||||||||
| Operating loss | (0.11) | (0.36) | (0.26) | (0.52) | ||||||||||||||||||||||
| Depreciation and amortization | 0.02 | 0.02 | 0.03 | 0.05 | ||||||||||||||||||||||
| Gain on contingent consideration | — | (0.04) | — | (0.04) | ||||||||||||||||||||||
| Share-based compensation | 0.02 | 0.01 | 0.04 | 0.03 | ||||||||||||||||||||||
| Strategic alternatives review | 0.04 | 0.15 | 0.08 | 0.15 | ||||||||||||||||||||||
Software as a service1 | 0.01 | 0.03 | 0.03 | 0.04 | ||||||||||||||||||||||
| Aged receivable adjustment | — | 0.09 | — | 0.10 | ||||||||||||||||||||||
| Adjusted EPS from continuing operations | (0.02) | (0.10) | (0.08) | (0.19) | ||||||||||||||||||||||
| Adjusted EPS from discontinued operations | — | 0.21 | 0.09 | 0.54 | ||||||||||||||||||||||
| Adjusted EPS | $ | (0.02) | $ | 0.11 | $ | 0.01 | $ | 0.35 | ||||||||||||||||||
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.