BGSF Q3 continuing operations swing to $94K profit
Lower billable hours drove the revenue comparison; continuing operations reported $94,000 of income versus a prior-year loss.
Sentiment and the balance of points
Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.
Form Type
8-K
Rhea-AI Filing Summary
BGSF, Inc. reported third-quarter 2026 continuing-operations revenue of $25.129 million, down from $26.895 million a year earlier, which the company attributed to lower billable hours. Gross profit was $9.083 million versus $9.660 million, while gross margin was 36.1% compared with 35.9%.
Continuing operations generated $94,000 of net income, or $0.01 per diluted share, compared with a $3.078 million loss, or $0.28 per diluted share, in the prior-year quarter. The company attributed the improvement primarily to lower selling, general and administrative expenses and interest expense. Adjusted EBITDA from continuing operations was $858,000 versus $980,000; Adjusted EPS was $0.09 versus $0.08.
Net cash used in continuing operating activities was $540,000 for the thirty-nine weeks ended September 27, 2026, compared with $1.771 million in the prior-year period. As of September 27, 2026, cash and cash equivalents were $9.302 million, and short-term investments were $8.622 million.
2 points · 0 major0 major · 1 point
How this balance works
Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.
It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.
Rhea-AI Sentiment measures something else, the tone of the wording.
Positive
- Moderate pointContinuing-operations net income: $94,000, versus a $3.078 million loss.
- Moderate pointThirty-nine-week continuing operating cash use: $540,000, versus $1.771 million.
Negative
- Moderate pointQ3 continuing-operations revenue: $25.129 million, versus $26.895 million.
Filing Explained
The filing reports
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, or exhibit attachments filed with this report.
Key Figures
Revenue from continuing operations: $25.129 million
Gross profit: $9.083 million
Net income from continuing operations: $94,000
+4 more
7 metrics
Revenue from continuing operations
$25.129 million
Thirteen weeks ended September 27, 2026; $26.895 million in the prior-year quarter
Gross profit
$9.083 million
Thirteen weeks ended September 27, 2026; $9.660 million in the prior-year quarter
Net income from continuing operations
$94,000
Thirteen weeks ended September 27, 2026; $3.078 million loss in the prior-year quarter
Adjusted EBITDA from continuing operations
$858,000
Thirteen weeks ended September 27, 2026; $980,000 in the prior-year quarter
Adjusted EPS from continuing operations
$0.09 per diluted share
Thirteen weeks ended September 27, 2026; $0.08 per diluted share in the prior-year quarter
Net cash used in continuing operating activities
$540,000
Thirty-nine weeks ended September 27, 2026; $1.771 million used in the prior-year period
Cash and cash equivalents
$9.302 million
As of September 27, 2026
Key Terms
Adjusted EBITDA, Adjusted EPS, continuing operations
3 terms
Adjusted EBITDA financial
"Adjusted EBITDA and Adjusted EPS are not measurements of financial performance under GAAP"
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
"we define “Adjusted EPS” as diluted earnings per share"
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.
continuing operations financial
"Income (loss) from continuing operations"
Continuing operations are the parts of a company's business that it expects to keep running into the future, excluding divisions or activities it has sold, closed, or classified as discontinued. Investors watch continuing operations because they show the company’s core ability to generate revenue and profit over time — like evaluating the healthy, ongoing crops on a farm rather than one-off harvests from fields you've already sold.
Earnings Snapshot
Revenue from continuing operations: $25.129 million
Third fiscal quarter ended September 27, 2026
Revenue from continuing operations
$25.129 million
Down from $26.895 million in the prior-year quarter
Gross profit
$9.083 million
Compared with $9.660 million in the prior-year quarter
Net income from continuing operations
$94,000
Compared with a $3.078 million loss in the prior-year quarter
Adjusted EBITDA from continuing operations
$858,000
Compared with $980,000 in the prior-year quarter
Adjusted EPS from continuing operations
$0.09 per diluted share
Compared with $0.08 per diluted share in the prior-year quarter
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
How much revenue did BGSF (NYSE: BGSF) report in Q3 2026?
BGSF reported $25.129 million of continuing-operations revenue for the thirteen weeks ended September 27, 2026, versus $26.895 million in the prior-year quarter. The company attributed the lower revenue to lower billable hours in the current-year quarter.
What was BGSF's (NYSE: BGSF) Q3 2026 net income?
BGSF reported $94,000 in continuing-operations net income, or $0.01 per diluted share, compared with a $3.078 million loss, or a $0.28 loss per diluted share, in the prior-year quarter. The company attributed the improvement primarily to lower selling, general and administrative expenses and interest expense.
When was BGSF's (NYSE: BGSF) third-quarter 2026 results call scheduled?
The call and webcast were scheduled for 9:00 a.m. ET on November 5, 2026. BGSF said a replay would be available until November 12, 2026.
AI-generated analysis. How Rhea-AI works. Not financial advice.
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 November 4, 2026, BGSF, Inc. (the "Company") issued a press release regarding its financial results for the third fiscal quarter ended September 27, 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 | November 4, 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 Third Quarter 2026 Financial Results
DALLAS, Texas – (November 4, 2026) – BGSF, Inc. (NYSE: BGSF), a leading provider of workforce solutions for the specialized Property Management industry, today reported financial results for the third fiscal quarter ended September 27, 2026.
Q3 2026 Highlights from Continuing Operations
•Revenues were $25.1 million for Q3, compared to $26.9 million from prior year quarter, driven by lower billable hours in the current year compared to prior year.
•Gross profit was $9.1 million for Q3, compared to $9.7 million in prior year quarter, which is in line with revenues.
•Net income was $0.1 million, or $0.01 per diluted share for Q3, compared to a net loss of $3.1 million, or $0.28 per diluted share in the prior year quarter. The improvement was primarily driven by a reduction in selling, general, and administrative expenses and interest expense.
•Adjusted EBITDA1 was $0.9 million (3% of revenues) in Q3, compared to adjusted EBITDA of $1.0 million (4% of revenues) in the prior year quarter.
•Adjusted EPS1 was $0.09 for Q3, compared with Adjusted EPS1 of $0.08 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 | |||||||||||||||||
| September 27, 2026 | September 28, 2025 | ||||||||||||||||
| Revenues | $ | 25,129 | $ | 26,895 | |||||||||||||
| Gross profit | $ | 9,083 | $ | 9,660 | |||||||||||||
| Gross profit percentage | 36.1 | % | 35.9 | % | |||||||||||||
| Operating income (loss) | $ | 206 | $ | (937) | |||||||||||||
| Net income (loss) | $ | 94 | $ | (3,078) | |||||||||||||
| Net income (loss) per diluted share | $ | 0.01 | $ | (0.28) | |||||||||||||
| Non-GAAP Financial Measures: | |||||||||||||||||
Adjusted EBITDA1 | $ | 858 | $ | 980 | |||||||||||||
Adjusted EBITDA Margin (% of revenue)1 | 3.4 | % | 3.6 | % | |||||||||||||
Adjusted EPS1 | $ | 0.09 | $ | 0.08 | |||||||||||||
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, “While revenue remained pressured by cautious customer spending, our focus on expense management and operational efficiency enabled us to sustain profitability and maintain a strong balance sheet. We believe the cost reduction measures implemented during the year, coupled with ongoing investments in strategic initiatives, provide a balanced approach to managing near-term market challenges while positioning BGSF for long-term value creation.”
Co-Chief Executive Officer and Property Management President, Kelly Brown, commented, “While customer spending remains cautious, we continue to execute on initiatives that strengthen our business, improve productivity, and enhance the experience we deliver to both clients and candidates. We are encouraged by the growth of our PropTech platform and the progress we are making with AI-enabled recruiting and operational enhancements, which we believe position BGSF to emerge stronger as multifamily market conditions continue to stabilize.”
Conference Call
BGSF will discuss its third quarter 2026 financial results during a conference call and webcast at 9:00 a.m. ET on November 5, 2026. Interested participants may dial 1-800-715-9871 (Toll Free) or 1-646-307-1963 (International) and ask to be included in the BGSF call. A call replay will be available until November 12, 2026. To access the replay, please dial 1-855-669-9658 (Toll Free), or 1-412-317-0088 (International) and enter access code 2453258. 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:
Latoya Johnson
ir@BGSF.com 972.692.2400
Source: BGSF, Inc.
UNAUDITED CONSOLIDATED BALANCE SHEETS
(in thousands, except share amounts)
| September 27, 2026 | December 28, 2025 | |||||||||||||||||||
| ASSETS | ||||||||||||||||||||
| Current assets | ||||||||||||||||||||
| Cash and cash equivalents | $ | 9,302 | $ | 19,018 | ||||||||||||||||
| Short-term investments | 8,622 | — | ||||||||||||||||||
Accounts receivable (net of allowance for credit losses of $982 and $1,156, respectively) | 13,974 | 11,898 | ||||||||||||||||||
| Escrow receivable | 750 | 4,950 | ||||||||||||||||||
| Prepaid expenses | 1,230 | 1,126 | ||||||||||||||||||
| Other current assets | 1,381 | 1,458 | ||||||||||||||||||
| Total current assets | 35,259 | 38,450 | ||||||||||||||||||
| Property and equipment, net | 199 | 244 | ||||||||||||||||||
| Other assets | ||||||||||||||||||||
| Deposits | 1,918 | 1,938 | ||||||||||||||||||
| Software as a service, net | 2,581 | 3,002 | ||||||||||||||||||
| Deferred income taxes, net | 9,404 | 9,496 | ||||||||||||||||||
| Right-of-use asset - operating leases, net | 575 | 630 | ||||||||||||||||||
| Intangible assets, net | 2,580 | 3,003 | ||||||||||||||||||
| Goodwill | 1,074 | 1,074 | ||||||||||||||||||
| Total other assets | 18,132 | 19,143 | ||||||||||||||||||
| Total assets | $ | 53,590 | $ | 57,837 | ||||||||||||||||
| LIABILITIES AND STOCKHOLDERS' EQUITY | ||||||||||||||||||||
| Current liabilities | ||||||||||||||||||||
| Accounts payable | $ | 459 | $ | 503 | ||||||||||||||||
| Accrued payroll and expenses | 5,035 | 4,441 | ||||||||||||||||||
| Transition services payable | 855 | 3,064 | ||||||||||||||||||
| Income taxes payable | 22 | 76 | ||||||||||||||||||
| Note payable | — | 449 | ||||||||||||||||||
| Severance payable, current portion | 194 | 392 | ||||||||||||||||||
| Lease liabilities, current portion | 408 | 409 | ||||||||||||||||||
| Total current liabilities | 6,973 | 9,334 | ||||||||||||||||||
| Severance payable, less current portion | — | 100 | ||||||||||||||||||
| Lease liabilities, less current portion | 213 | 298 | ||||||||||||||||||
| Total liabilities | 7,186 | 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 11,279,222 and 11,227,197 shares issued, respectively, and 10,664,785 and 10,872,067 outstanding, respectively | 113 | 112 | ||||||||||||||||||
| Additional paid in capital | 72,039 | 71,445 | ||||||||||||||||||
| Accumulated deficit | (22,835) | (21,874) | ||||||||||||||||||
Treasury stock of 614,437 and 355,130 shares, respectively | (2,913) | (1,578) | ||||||||||||||||||
| Total stockholders’ equity | 46,404 | 48,105 | ||||||||||||||||||
| Total liabilities and stockholders’ equity | $ | 53,590 | $ | 57,837 | ||||||||||||||||
UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share and dividend amounts)
For the Thirteen and Thirty-nine Week Periods Ended September 27, 2026 and September 28, 2025
| Thirteen Weeks Ended | Thirty-nine Weeks Ended | ||||||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||||||
| Revenues | $ | 25,129 | $ | 26,895 | $ | 68,324 | $ | 71,284 | |||||||||||||||||||||
| Cost of services | 16,046 | 17,235 | 43,913 | 45,654 | |||||||||||||||||||||||||
| Gross profit | 9,083 | 9,660 | 24,411 | 25,630 | |||||||||||||||||||||||||
| Selling, general, and administrative expenses | 8,718 | 10,223 | 26,451 | 31,804 | |||||||||||||||||||||||||
| Gain on contingent consideration | — | (450) | — | (450) | |||||||||||||||||||||||||
| Depreciation and amortization | 159 | 824 | 497 | 1,411 | |||||||||||||||||||||||||
| Operating income (loss) | 206 | (937) | (2,537) | (7,135) | |||||||||||||||||||||||||
| Interest income (expense), net | 38 | (1,570) | 272 | (4,595) | |||||||||||||||||||||||||
| Income (loss) before income taxes from continuing operations | 244 | (2,507) | (2,265) | (11,730) | |||||||||||||||||||||||||
| Income tax (expense) benefit from continuing operations | (150) | (571) | 136 | 1,461 | |||||||||||||||||||||||||
| Income (loss) from continuing operations | 94 | (3,078) | (2,129) | (10,269) | |||||||||||||||||||||||||
| Income (loss) from discontinued operations: | |||||||||||||||||||||||||||||
| Income | — | 226 | — | 3,695 | |||||||||||||||||||||||||
| Gain (loss) on sale | 250 | (2,892) | 1,168 | (2,892) | |||||||||||||||||||||||||
| Income tax expense | — | (68) | — | (804) | |||||||||||||||||||||||||
| Net income (loss) | $ | 344 | $ | (5,812) | $ | (961) | $ | (10,270) | |||||||||||||||||||||
| Net income (loss) per share - basic and diluted: | |||||||||||||||||||||||||||||
| Net income (loss) from continuing operations | $ | 0.01 | $ | (0.28) | $ | (0.20) | $ | (0.93) | |||||||||||||||||||||
| Net income (loss) from discontinued operations: | |||||||||||||||||||||||||||||
| Income | — | 0.02 | — | 0.34 | |||||||||||||||||||||||||
| Gain (loss) on sale | 0.02 | (0.26) | 0.11 | (0.26) | |||||||||||||||||||||||||
| Income tax expense | — | — | — | (0.08) | |||||||||||||||||||||||||
| Net income (loss) per share - basic and diluted | $ | 0.03 | $ | (0.52) | $ | (0.09) | $ | (0.93) | |||||||||||||||||||||
| Weighted-average shares outstanding: | |||||||||||||||||||||||||||||
| Basic | 10,550 | 11,079 | 10,506 | 11,018 | |||||||||||||||||||||||||
| Diluted | 10,565 | 11,079 | 10,506 | 11,018 | |||||||||||||||||||||||||
| Cash dividends declared per common share | $ | — | $ | 2.00 | $ | — | $ | 2.00 | |||||||||||||||||||||
PROPERTY MANAGEMENT SEGMENT
(dollars in thousands) (unaudited)
| Thirteen Weeks Ended | Thirty-nine Weeks Ended | ||||||||||||||||||||||||||||
| September 27, 2026 | September 28, 2025 | September 27, 2026 | September 28, 2025 | ||||||||||||||||||||||||||
| Contract field talent | $ | 24,317 | $ | 26,341 | $ | 65,999 | $ | 69,619 | |||||||||||||||||||||
| Contingent placements | 812 | 554 | 2,325 | 1,665 | |||||||||||||||||||||||||
| Revenue | 25,129 | 26,895 | 68,324 | 71,284 | |||||||||||||||||||||||||
| Compensation and related | 16,008 | 17,197 | 43,796 | 45,541 | |||||||||||||||||||||||||
| Other | 38 | 38 | 117 | 113 | |||||||||||||||||||||||||
| Gross profit | 9,083 | 9,660 | 24,411 | 25,630 | |||||||||||||||||||||||||
| Selling: | |||||||||||||||||||||||||||||
| Compensation | 4,253 | 4,349 | 12,853 | 12,469 | |||||||||||||||||||||||||
| Advertising, occupancy, and travel | 470 | 472 | 1,406 | 1,297 | |||||||||||||||||||||||||
| Software, insurance, and professional fees | 513 | 483 | 1,465 | 1,152 | |||||||||||||||||||||||||
| Other | 206 | 368 | 720 | 2,577 | |||||||||||||||||||||||||
| Contributions to overhead | 3,641 | 3,988 | 7,967 | 8,135 | |||||||||||||||||||||||||
| General and administrative: | |||||||||||||||||||||||||||||
| Compensation | 1,554 | 2,073 | 4,588 | 6,318 | |||||||||||||||||||||||||
| Software | 577 | 750 | 1,801 | 2,197 | |||||||||||||||||||||||||
| Professional fees | 434 | 131 | 1,405 | 1,334 | |||||||||||||||||||||||||
| Strategic alternatives review/restructuring | 175 | 482 | 1,043 | 2,116 | |||||||||||||||||||||||||
| Other | 536 | 1,115 | 1,170 | 2,344 | |||||||||||||||||||||||||
| Gain on contingent consideration | — | (450) | — | (450) | |||||||||||||||||||||||||
| Depreciation and amortization | 159 | 824 | 497 | 1,411 | |||||||||||||||||||||||||
| Operating income (loss) | 206 | (937) | (2,537) | (7,135) | |||||||||||||||||||||||||
| Interest income (expense), net | 38 | (1,570) | 272 | (4,595) | |||||||||||||||||||||||||
| Income tax (expense) benefit from continuing operations | (150) | (571) | 136 | 1,461 | |||||||||||||||||||||||||
| Income (loss) from continuing operations | $ | 94 | $ | (3,078) | $ | (2,129) | $ | (10,269) | |||||||||||||||||||||
UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
For the Thirty-nine Week Periods Ended September 27, 2026 and September 28, 2025
| 2026 | 2025 | ||||||||||||||||||||||
| Cash flows from operating activities | |||||||||||||||||||||||
| Net loss | $ | (961) | $ | (10,270) | |||||||||||||||||||
| Net income from discontinued operations | (1,168) | (2,891) | |||||||||||||||||||||
| Adjustments to reconcile net loss to net cash used in operating activities: | |||||||||||||||||||||||
| Depreciation | 73 | 86 | |||||||||||||||||||||
| Amortization | 424 | 1,325 | |||||||||||||||||||||
| Software as a service | 421 | 950 | |||||||||||||||||||||
| Loss on sale of discontinued operations | — | 2,892 | |||||||||||||||||||||
| Loss on disposal of property and equipment | — | 11 | |||||||||||||||||||||
| Contingent consideration adjustment | — | (450) | |||||||||||||||||||||
| Amortization of debt issuance costs | — | 1,022 | |||||||||||||||||||||
| Interest expense on note payable | — | 235 | |||||||||||||||||||||
| Provision for credit losses | 334 | 1,822 | |||||||||||||||||||||
| Share-based compensation | 595 | 850 | |||||||||||||||||||||
| Deferred income taxes | 92 | (1,450) | |||||||||||||||||||||
| Other non-cash items | (90) | — | |||||||||||||||||||||
| Net changes in operating assets and liabilities: | |||||||||||||||||||||||
| Accounts receivable | (2,411) | (2,236) | |||||||||||||||||||||
| Escrow receivable | 4,200 | (4,950) | |||||||||||||||||||||
| Prepaid expenses | (105) | 302 | |||||||||||||||||||||
| Other current assets | 346 | (516) | |||||||||||||||||||||
| Deposits | 20 | 73 | |||||||||||||||||||||
| Accounts payable | (44) | 1,877 | |||||||||||||||||||||
| Accrued payroll and expenses | 594 | 2,642 | |||||||||||||||||||||
| Transition services payable | (2,209) | 1,474 | |||||||||||||||||||||
| Accrued interest | — | (223) | |||||||||||||||||||||
| Income taxes receivable (payable) | (322) | 323 | |||||||||||||||||||||
| Severance payable | (299) | — | |||||||||||||||||||||
| Other current liabilities | — | 1,940 | |||||||||||||||||||||
| Operating leases | (30) | (15) | |||||||||||||||||||||
| Other long-term liabilities | — | 3,406 | |||||||||||||||||||||
| Net cash used in continuing operating activities | (540) | (1,771) | |||||||||||||||||||||
| Net cash provided by discontinued operating activities | — | 227 | |||||||||||||||||||||
| Net cash used in operating activities | (540) | (1,544) | |||||||||||||||||||||
| Cash flows from investing activities | |||||||||||||||||||||||
| Proceeds from business sold | 1,168 | 91,528 | |||||||||||||||||||||
| Purchases of short-term investments | (20,436) | — | |||||||||||||||||||||
| Proceeds from sale of short-term investments | 8,897 | — | |||||||||||||||||||||
| Proceeds from redemptions of short-term investments | 3,007 | — | |||||||||||||||||||||
| Capital expenditures | (28) | (122) | |||||||||||||||||||||
| Net cash (used in) provided by continuing investing activities | (7,392) | 91,406 | |||||||||||||||||||||
| Net cash used in discontinued investing activities | — | (193) | |||||||||||||||||||||
| Net cash (used in) provided by investing activities | (7,392) | 91,213 | |||||||||||||||||||||
| Cash flows from financing activities | |||||||||||||||||||||||
| Net payments under line of credit | — | (10,220) | |||||||||||||||||||||
| Principal payments on long-term debt | — | (32,725) | |||||||||||||||||||||
| Payment of convertible note | — | (4,368) | |||||||||||||||||||||
| Issuance of ESPP shares | — | 134 | |||||||||||||||||||||
| Note payable paid | (449) | (1,289) | |||||||||||||||||||||
| Repurchase of common stock | (1,335) | — | |||||||||||||||||||||
| Payments of debt issuance costs | — | (29) | |||||||||||||||||||||
| Net cash used in financing activities | (1,784) | (48,497) | |||||||||||||||||||||
| Net change in cash and cash equivalents | (9,716) | 41,172 | |||||||||||||||||||||
| Less: net change in cash and cash equivalents, discontinued operations | — | 34 | |||||||||||||||||||||
| Cash and cash equivalents, beginning of period | 19,018 | 32 | |||||||||||||||||||||
| Cash and cash equivalents, end of period, continuing operations | $ | 9,302 | $ | 41,170 | |||||||||||||||||||
| Supplemental cash flow information: | |||||||||||||||||||||||
| Cash paid for interest | $ | 58 | $ | 3,398 | |||||||||||||||||||
| Cash paid for state taxes, net of refunds | $ | 89 | $ | 535 | |||||||||||||||||||
| Non-cash transaction: Dividends declared | $ | — | $ | 22,400 | |||||||||||||||||||
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/restructuring”), 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/restructuring, 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 Income (Loss)
to Adjusted EBITDA
(dollars in thousands)
| Thirteen Weeks Ended | Thirty-nine Weeks Ended | |||||||||||||||||||||||||
| September 27, 2026 | September 28, 2025 | September 27, 2026 | September 28, 2025 | |||||||||||||||||||||||
| Income (loss) from continuing operations | $ | 94 | $ | (3,078) | $ | (2,129) | $ | (10,269) | ||||||||||||||||||
| Income tax expense (benefit) | 150 | 571 | (136) | (1,461) | ||||||||||||||||||||||
| Interest (income) expense, net | (38) | 1,570 | (272) | 4,595 | ||||||||||||||||||||||
| Operating income (loss) | 206 | (937) | (2,537) | (7,135) | ||||||||||||||||||||||
| Depreciation and amortization | 159 | 824 | 497 | 1,411 | ||||||||||||||||||||||
| Gain on contingent consideration | — | (450) | — | (450) | ||||||||||||||||||||||
| Share-based compensation | 178 | 545 | 595 | 850 | ||||||||||||||||||||||
| Strategic alternatives review/restructuring | 175 | 482 | 1,043 | 2,116 | ||||||||||||||||||||||
Software as a service1 | 140 | 516 | 421 | 950 | ||||||||||||||||||||||
| Aged receivable adjustment | — | — | — | 1,070 | ||||||||||||||||||||||
| Adjusted EBITDA from continuing operations | 858 | 980 | 19 | (1,188) | ||||||||||||||||||||||
| Adjusted EBITDA Margin (% of revenue) | 3.4 | % | 3.6 | % | — | % | (1.7) | % | ||||||||||||||||||
| Income (loss) from discontinued operations | 250 | (2,734) | 1,168 | (1) | ||||||||||||||||||||||
Adjustments to discontinued operations2 | — | 1,059 | — | 4,429 | ||||||||||||||||||||||
| Adjusted EBITDA from discontinued operations | 250 | (1,675) | 1,168 | 4,428 | ||||||||||||||||||||||
| Adjusted EBITDA, net | $ | 1,108 | $ | (695) | $ | 1,187 | $ | 3,240 | ||||||||||||||||||
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 in selling, general, and administrative expenses.
2 Adjusted EBITDA from discontinued operations for the thirteen and thirty-nine weeks ended September 28, 2025 includes $0.9 million and $3.6 million of depreciation and amortization, respectively, and $0.1 million and $0.8 million of income tax expense, respectively.
Reconciliation of Net Income (Loss) EPS to Adjusted EPS
| Thirteen Weeks Ended | Thirty-nine Weeks Ended | |||||||||||||||||||||||||
| September 27, 2026 | September 28, 2025 | September 27, 2026 | September 28, 2025 | |||||||||||||||||||||||
| Income (loss) from continuing operations per diluted share | $ | 0.01 | $ | (0.28) | $ | (0.20) | $ | (0.93) | ||||||||||||||||||
| Income tax expense (benefit) | 0.01 | 0.05 | (0.01) | (0.13) | ||||||||||||||||||||||
| Interest (income) expense, net | — | 0.14 | (0.03) | 0.42 | ||||||||||||||||||||||
| Operating income (loss) | 0.02 | (0.09) | (0.24) | (0.64) | ||||||||||||||||||||||
| Depreciation and amortization | 0.02 | 0.07 | 0.05 | 0.13 | ||||||||||||||||||||||
| Gain on contingent consideration | — | (0.04) | — | (0.04) | ||||||||||||||||||||||
| Share-based compensation | 0.02 | 0.05 | 0.06 | 0.08 | ||||||||||||||||||||||
| Strategic alternatives review/restructuring | 0.02 | 0.04 | 0.10 | 0.19 | ||||||||||||||||||||||
Software as a service1 | 0.01 | 0.05 | 0.04 | 0.09 | ||||||||||||||||||||||
| Aged receivable adjustment | — | — | — | 0.10 | ||||||||||||||||||||||
| Adjusted EPS from continuing operations | 0.09 | 0.08 | 0.01 | (0.09) | ||||||||||||||||||||||
| Adjusted EPS from discontinued operations | 0.02 | (0.16) | 0.11 | 0.42 | ||||||||||||||||||||||
| Adjusted EPS | $ | 0.11 | $ | (0.08) | $ | 0.12 | $ | 0.33 | ||||||||||||||||||
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 in selling, general, and administrative expenses.