BGSF (NYSE: BGSF) details 2025 loss and debt-free shift to BG Staffing

Rhea-AI Filing Summary

BGSF, Inc. reported fourth quarter and full-year 2025 results as it transforms into a focused, debt-free property management staffing business operating as BG Staffing. Q4 revenues were $22.0 million, down from $24.3 million a year earlier and $26.9 million in Q3, reflecting lower billed hours and seasonal demand.

Q4 net loss narrowed to $1.3 million, or $0.11 per diluted share, compared with a $2.9 million loss in the prior-year quarter. For 2025, revenues were $93.3 million versus $104.4 million in 2024, and net loss widened to $11.4 million. Despite this, BGSF ended 2025 debt-free with $19.0 million in cash and returned capital via a $2.00-per-share special dividend and a $5 million share repurchase authorization.

Management highlighted a new go-to-market strategy under the BG Staffing brand, ongoing cost reductions that improved Adjusted EBITDA loss year over year in Q4, and growth initiatives including AI-enabled automation and a February 2026 PropTech partnership with Yardi to provide technology-enabled talent solutions.

Insights

Staffing industry and financials analyst

BGSF is trading lower revenue and higher losses for a cleaner, debt-free, focused platform.

BGSF exited 2025 as a pure-play property management staffing firm after selling its Professional division, using proceeds to eliminate long-term debt and fund a $2.00-per-share special dividend plus a $5 million buyback authorization. This left year-end cash of $19.0 million and no long-term borrowings.

Operationally, the picture is mixed. Q4 revenue of $22.0 million fell versus both the prior-year quarter and Q3, with gross margin slipping slightly to 35.0%. However, cost-cutting narrowed the Q4 Adjusted EBITDA loss to $0.9 million from a $1.6 million loss a year earlier, and Adjusted EBITDA margin improved to (4.3)% from (6.7)%.

Strategically, management is consolidating branding under BG Staffing, emphasizing AI-enabled recruiting and sales tools, and expanding into PropTech via a February 2026 partnership with Yardi. The transition services agreement with INSPYR is expected to conclude in April 2026, after which all client-facing activity will move to BGStaffing.com. Future filings will clarify whether these initiatives can offset recent revenue declines and restore sustained profitability.

0001474903False00014749032026-03-112026-03-11

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

 Date of Report (Date of earliest event reported):

March 11, 2026

 

BGSF, INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware			001-36704			26-0656684
(State or Other Jurisdiction of Incorporation)			(Commission File Number)			(I.R.S. Employer Identification Number)

5850 Granite Parkway, Suite 730

Plano, Texas 75024

(Address of principal executive offices, including zip code)

(972) 692-2400

(Registrant’s telephone number, including area code)

Not applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Emerging growth company ¨

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

Title of each class			Trading Symbol(s)			Name of each exchange on which registered
Common Stock			BGSF			NYSE

Item 2.02 Results of Operations and Financial Condition.

On March 11, 2026, BGSF, Inc. (the "Company") issued a press release regarding its financial results for the fourth fiscal quarter ended December 28, 2025. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

The Company is making reference to non-GAAP financial information in the press release and the related conference call, and a reconciliation of GAAP to non-GAAP results is provided in the press release.

Item 7.01 Regulation FD Disclosure.

The information contained in this Current Report shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits.

(d)Exhibits

Exhibit No.			Description
99.1			Earnings release dated						March 11, 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:			March 11, 2026						/s/ Keith Schroeder
						Name:			Keith Schroeder
						Title:			Co-Chief Executive Officer, Chief Financial Officer and Secretary
									(Principal Executive Officer, Principal Financial Officer, and Principal Accounting Officer)

BGSF, Inc. Reports Fourth Quarter and Fiscal Year 2025 Financial Results

BG Staffing Realigns Go-to-Market Strategy to Drive Greater Clarity and Effectiveness

PLANO, Texas – (March 11, 2026) – BGSF, Inc. (NYSE: BGSF), a leading provider of workforce solutions for the specialized Property Management industry, today reported financial results for the fourth fiscal quarter and fiscal year ended December 28, 2025.

BGSF is evolving its go-to-market strategy and will do business as BG Staffing, aligning our brand with how the industry already knows and trusts us. While the corporate name remains BGSF, this change capitalizes on the top queries in both AI and traditional web search clients and candidates alike use when seeking property management staffing. Upon completion of the transition services agreement (“TSA”) with INSPYR Solutions in April 2026, the Company will unify its client and candidate-facing go-to-market activities under the BGStaffing.com domain to drive search engine optimization, brand clarity, and marketing effectiveness.

Co-Chief Executive Officer and Chief Financial Officer, Keith Schroeder, said, “Fiscal 2025 marked a transformational year for the Company. After the sale of our Professional division, we returned meaningful capital to shareholders through a $2.00-per-share special dividend and a $5 million share repurchase authorization. Today, we are solely focused as a property management staffing organization that is debt-free with a strong cash position.

“With a disciplined approach to capital allocation and a focus on growth powered by experienced people and AI-enabled automation, we are intentionally streamlining the business as we exit the TSA. While the near-term results may continue to be choppy, we believe these actions position the Company for sustainable, long-term value creation.”

Co-Chief Executive Officer and Property Management President, Kelly Brown, commented, “In 2025, we completed a strategic study that outlined a clear roadmap to enhance the customer experience, accelerate recruiting and fulfillment, and modernize our digital and customer touchpoints. Scaling our human expertise and AI-based tools is delivering a compelling value proposition to our clients centered on speed, talent quality, and service excellence.

“In February 2026, we entered PropTech through our first software partnership with Yardi, the leading property management technology platform. Through the Yardi Independent Consultant Network, we are pairing industry expertise with technology-enabled talent solutions, further strengthening our differentiated multi-family and commercial property staffing offerings. We are intensely focused on investing for growth in 2026, and are encouraged by early trends in PropTech and other initiatives this year.”

Q4 2025 Highlights from Continuing Operations (results include sequential comparisons to Q3 2025):

•Revenues were $22.0 million for Q4, compared to $24.3 million in the prior year quarter and compared to $26.9 million for Q3. The 9.4% decrease from prior year quarter is driven by lower billed hours amid overall cost pressures on property management companies and property owners that we experienced during 2025. The 18.1% decrease from Q3 is primarily driven by decreased billed hours from seasonal demand.

•Gross profit was $7.7 million for Q4, compared to $8.7 million in the prior year quarter and compared to $9.7 million in Q3, primarily due to lower sales.

•Net loss was $1.3 million, or $0.11 per diluted share for Q4, compared to a net loss of $2.9 million, or $0.27 per diluted share in the prior year quarter, and a net loss of $3.1 million or $0.28 per diluted share in Q3.

•Adjusted EBITDA1 loss was $0.9 million (4.3% of revenues) in Q4, compared to loss of $1.6 million (6.7% of revenues) in the prior year quarter and income of $1.0 million (3.6% of revenues) in Q3.

•Despite a $1.0 million year over year lower gross profit due to lower sales, our Adjusted EBITDA year over year loss improved due to cost cutting measures implemented during 2025 in selling, general and administrative expenses.

•Adjusted EPS1 loss was $0.09 for Q4, compared with Adjusted EPS1 loss of $0.14 in the prior year quarter and Adjusted EPS1 income of $0.08 for Q3.

SUMMARY OF FINANCIAL RESULTS FROM CONTINUING OPERATIONS

(dollars in thousands, except per share) (unaudited)

									For the Thirteen Week Periods Ended
									December 28, 2025									December 29, 2024									September 28, 2025
Revenues									$	22,026								$	24,306								$	26,895
Gross profit									$	7,703								$	8,734								$	9,660
Gross profit percentage									35.0		%							35.9		%							35.9		%
Operating loss									$	(1,768)								$	(2,130)								$	(937)
Net loss									$	(1,264)								$	(2,941)								$	(3,078)
Net loss per diluted share									$	(0.11)								$	(0.27)								$	(0.28)
Non-GAAP Financial Measures:
			Adjusted EBITDA1						$	(947)								$	(1,630)								$	980
			Adjusted EBITDA Margin (% of revenue)1						(4.3)%									(6.7)		%							3.6		%
			Adjusted EPS1						$	(0.09)								$	(0.14)								$	0.08

1 Adjusted EBITDA and Adjusted EPS are non-GAAP financial measures as defined and reconciled below.

Conference Call

BGSF will discuss its fourth quarter and fiscal year 2025 financial results during a conference call and webcast at 9:00 a.m. ET on March 12, 2026. Interested participants may dial 1-888-506-0062 (Toll Free) or 1-973-528-0011 (International) and enter access code 687081. A replay of the call will be available until March 26, 2026. To access the replay, please dial 1-877-481-4010 (Toll Free), or 1-919-882-2331 (International) and enter access code 53445. 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 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

Three Part Advisors

ir@BGSF.com 214.872.2710 or 214.616.2207

Source: BGSF, Inc.

CONSOLIDATED BALANCE SHEETS

(in thousands, except share amounts)

												December 28, 2025						December 29, 2024
ASSETS
Current assets
			Cash and cash equivalents									$	19,018					$	32
			Accounts receivable (net of allowance for credit losses of $1,156 and $910, respectively)									11,898						17,148
			Escrow receivable									4,950						—
			Prepaid expenses									1,126						1,600
			Other current assets									1,458						2,213
			Current assets of discontinued operations									—						24,354
						Total current assets						38,450						45,347
Property and equipment, net												244						608
Other assets
			Deposits									1,938						2,003
			Software as a service, net									3,002						4,068
			Deferred income taxes, net									9,496						7,849
			Right-of-use asset - operating leases, net									630						1,083
			Intangible assets, net									3,003						4,385
			Goodwill									1,074						1,074
			Noncurrent assets of discontinued operations									—						83,694
						Total other assets						19,143						104,156
			Total assets									$	57,837					$	150,111
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
			Accounts payable									$	503					$	80
			Accrued payroll and expenses									4,441						4,868
			Transition services payable									3,064						—
			Long-term debt, current portion (net of debt issuance costs of $0 and $24, respectively)									—						3,801
			Accrued interest									—						223
			Income taxes payable									76						212
			Note payable									449						—
			Convertible note									—						4,368
			Lease liabilities, current portion									409						544
			Severance payable, current portion									392						—
			Current liabilities of discontinued operations									—						11,824
						Total current liabilities						9,334						25,920
Line of credit (net of debt issuance costs of $0 and $770, respectively)												—						5,625
Long-term debt, less current portion (net of debt issuance costs of $0 and $198, respectively)												—						32,527
Severance payable, less current portion												100						—
Lease liabilities, less current portion												298						698
Noncurrent liabilities of discontinued operations												—						3,072
						Total liabilities						9,732						67,842
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, 11,227,197 and 11,038,623 shares issued and outstanding, respectively												112						110
Additional paid in capital												71,445						70,260
(Accumulated deficit) retained earnings												(21,874)						11,956
Treasury stock of 355,150 and 3,930 shares, respectively												(1,578)						(57)
						Total stockholders’ equity						48,105						82,269
						Total liabilities and stockholders’ equity						$	57,837					$	150,111

CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share and dividend amounts)

For the Thirteen and Fifty-two weeks ended Week Periods Ended December 28, 2025 and December 29, 2024

									Thirteen Weeks Ended												Fifty-two Weeks Ended
									2025						2024						2025						2024
Revenues, net									$	22,026					$	24,306					$	93,310					$	104,402
Cost of services									14,323						15,572						59,977						66,033
			Gross profit						7,703						8,734						33,333						38,369
Selling, general, and administrative expenses									9,332						10,537						41,136						42,902
Gain on contingent consideration									—						—						(450)						—
Depreciation and amortization									139						327						1,550						1,334
			Operating (loss) income						(1,768)						(2,130)						(8,903)						(5,867)
Interest income (expense), net									84						(1,493)						(4,511)						(4,921)
			Loss before income taxes from continuing operations						(1,684)						(3,623)						(13,414)						(10,788)
Income tax benefit from continuing operations									420						682						1,881						2,084
			Loss from continuing operations						(1,264)						(2,941)						(11,533)						(8,704)
Income (loss) from discontinued operations:
			Income (loss)						728						2,467						4,423						7,080
			Loss on sale						(831)						—						(3,723)						—
			Income tax (expense) benefit						207						(507)						(597)						(1,714)
			Net loss						$	(1,160)					$	(981)					$	(11,430)					$	(3,338)
Net (loss) income per share - basic and diluted:
			Net loss from continuing operations						$	(0.11)					$	(0.27)					$	(1.05)					$	(0.80)
			Net income (loss) from discontinued operations:
			Income (loss)						0.07						0.22						0.40						0.65
			Loss on sale						(0.07)						—						(0.34)						—
			Income tax (expense) benefit						0.01						(0.05)						(0.05)						(0.16)
			Net loss per share - basic and diluted						$	(0.10)					$	(0.10)					$	(1.04)					$	(0.31)
Weighted average shares outstanding:
			Basic and Diluted						11,087						10,943						11,025						10,896
Cash dividends declared per common share									$	—					$	—					$	2.00					$	0.15

PROPERTY MANAGEMENT SEGMENT

(dollars in thousands)

									Thirteen Weeks Ended												Fifty-two Weeks Ended
									December 28, 2025						December 29, 2024						December 28, 2025						December 29, 2024
Contract field talent									$	21,432					$	23,907					$	91,051					$	102,618
Contingent placements									594						399						2,259						1,784
			Revenue						22,026						24,306						93,310						104,402
Compensation and related									14,285						15,529						59,826						65,870
Other									38						43						151						163
			Gross profit						7,703						8,734						33,333						38,369
Selling:
			Compensation						4,397						4,650						16,866						18,936
			Advertising, occupancy, and travel						397						392						1,694						1,837
			Software, insurance, and professional fees						482						327						1,634						1,275
			Other						224						550						2,767						2,583
			Contributions to overhead						5,500						5,919						22,961						24,631
General and administrative:
			Compensation						1,972						2,368						8,290						9,394
			Software						679						942						2,875						2,862
			Professional fees						885						777						3,087						2,898
			Strategic alternatives review						403						88						2,519						962
			Other						(107)						443						1,404						2,155
Gain on contingent consideration									—						—						(450)						—
Depreciation and amortization									139						328						1,550						1,334
			Operating loss						(1,768)						(2,131)						(8,903)						(5,867)
Interest income (expense), net									83						(1,493)						(4,511)						(4,921)
Income tax benefit from continuing operations									421						683						1,881						2,084
			Net loss from continuing operations						$	(1,264)					$	(2,941)					$	(11,533)					$	(8,704)
Capital expenditures									$	16					$	154					$	138					$	1,217
Total assets									$	57,837					$	42,063					$	57,837					$	42,063

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

For the Fifty-two Week Periods Ended December 28, 2025 and December 29, 2024

															2025						2024
Cash flows from operating activities
			Net loss												$	(11,430)					$	(3,338)
						Net income from discontinued operations									(3,826)						(5,366)
						Adjustments to reconcile net loss to net cash (used in) provided by operating activities:
						Depreciation									113						152
						Amortization									1,437						1,182
						Loss on sale of discontinued operations									3,723						—
						Loss on disposal of property and equipment									164						3
						Contingent consideration adjustment									(450)						—
						Amortization of debt issuance costs									1,022						425
						Interest expense on note payable									136						—
						Provision for credit losses									1,857						1,859
						Share-based compensation									1,006						908
						Deferred income taxes									(1,647)						378
						Net changes in operating assets and liabilities, net of effects of acquisitions:
									Accounts receivable						3,393						8,188
									Escrow receivable						(4,950)						—
									Prepaid expenses						563						928
									Other current assets						(346)						794
									Deposits						66						593
									Software as a service						1,073						669
									Accounts payable						423						(14)
									Accrued payroll and expenses						618						(1,716)
									Transaction services payable						3,064						—
									Accrued interest						(223)						(215)
									Income taxes payable						(80)						103
									Severance payable						492						—
									Operating leases						(82)						(85)
									Other long-term liabilities						4,001						13,937
						Net cash (used in) provided by continuing operating activities									117						19,385
						Net cash provided by discontinued operating activities									25						4,994
						Net cash (used in) provided by operating activities									142						24,379
Cash flows from investing activities
			Proceeds from business sold												91,528						—
			Capital expenditures												(138)						(1,217)
						Net cash provided by (used in) continuing investing activities									91,390						(1,217)
						Net cash used in discontinued investing activities									(193)						(423)
						Net cash provided by (used in) investing activities									91,197						(1,640)

															2025						2024
Cash flows from financing activities
			Net payments under line of credit												(10,220)						(18,479)
			Proceeds from issuance of long-term debt												—						4,250
			Principal payments on long-term debt												(32,725)						(1,700)
			Payments of convertible note												(4,368)						—
			Payments of dividends												(22,400)						(1,639)
			Issuance of ESPP shares												134						459
			Issuance of shares under the 2013 Long-Term Incentive Plan												—						262
			Note payable paid												(1,237)						—
			Payments of debt issuance costs												(29)						(1,289)
			Note payable paid												(155)						—
			Repurchase of common stock												(1,521)						—
						Net cash used in continuing financing activities									(72,521)						(18,136)
						Net cash used in discontinued financing activities									—						(4,250)
						Net cash used in financing activities									(72,521)						(22,386)
Net change in cash and cash equivalents, continuing operations															18,818						353
Less: net change in cash and cash equivalents, discontinued operations															(168)						321
Cash and cash equivalents, beginning of year, continuing operations															32						—
Cash and cash equivalents, end of year, continuing operations															$	19,018					$	32
Supplemental cash flow information:
			Cash paid for interest, net - continuing operations												$	3,266					$	4,475
			Cash paid for taxes (federal), net of refunds - continuing operations												$	—					$	4
			Cash paid for taxes (state), net of refunds
			Continuing operations												$	335					$	469
			Discontinued operations												$	170					$	212
			Total cash paid for taxes (state), net of refunds												$	505					$	685

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 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												Fifty-two Weeks Ended												Thirteen Weeks Ended
						December 28, 2025						December 29, 2024						December 28, 2025						December 29, 2024						September 28, 2025
Net loss from continuing operations						$	(1,264)					$	(2,941)					$	(11,533)					$	(8,704)					$	(3,078)
Income tax (benefit) expense						(420)						(682)						(1,881)						(2,084)						571
Interest (income) expense, net						(84)						1,493						4,511						4,921						1,570
Operating loss						(1,768)						(2,130)						(8,903)						(5,867)						(937)
Depreciation and amortization						139						327						1,550						1,334						824
Gain on contingent consideration						—						—						(450)						—						(450)
Share-based compensation						156						183						1,006						908						545
Strategic alternatives review						403						88						2,519						962						482
Software as a service1						123						252						1,073						669						516
Transaction fees						—						7						—						48						—
Aged receivable adjustment						—						(357)						1,070						401						—
Adjusted EBITDA from continuing operations						(947)						(1,630)						(2,135)						(1,545)						980
Adjusted EBITDA Margin (% of revenue)						(4.3)		%				(6.7)		%				(2.3)		%				(1.5)		%				3.6		%
Loss on sale						(831)						—						(3,723)						—						(2,892)
Income (loss) from discontinued operations						935						1,960						3,826						5,366						963
Adjustments to discontinued operations						1,866						4,969						4,222						8,229						2,073
Adjusted EBITDA from discontinued operations						2,801						6,929						8,048						13,595						3,036
Adjusted EBITDA, net						$	1,023					$	5,299					$	2,190					$	12,050					$	1,124

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.

Reconciliation of Net Loss EPS to Adjusted EPS

						Thirteen Weeks Ended												Fifty-two Weeks Ended												Thirteen Weeks Ended
						December 28, 2025						December 29, 2024						December 28, 2025						December 29, 2024						September 28, 2025
Net loss from continuing operations per diluted share						$	(0.11)					$	(0.27)					$	(1.05)					$	(0.80)					$	(0.28)
Income tax (benefit) expense						(0.04)						(0.06)						(0.17)						(0.19)						0.05
Interest (income) expense, net						(0.01)						0.14						0.41						0.45						0.14
Operating loss						(0.16)						(0.19)						(0.81)						(0.54)						(0.09)
Depreciation and amortization						0.01						0.03						0.14						0.12						0.07
Gain on contingent consideration						—						—						(0.04)						—						(0.04)
Share-based compensation						0.01						0.02						0.09						0.08						0.05
Strategic alternatives review						0.04						0.01						0.23						0.09						0.04
Software as a service1						0.01						0.02						0.10						0.06						0.05
Aged receivable adjustment						—						(0.03)						0.10						0.04						—
Adjusted EPS from continuing operations						(0.09)						(0.14)						(0.19)						(0.15)						0.08
Loss on sale						(0.07)						—						(0.34)						—						(0.26)
Adjusted EPS from discontinued operations						0.25						0.63						0.73						1.25						0.27
Adjusted EPS						$	0.09					$	0.49					$	0.20					$	1.10					$	0.09

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.

FAQ

How did BGSF (BGSF) perform financially in Q4 2025?

BGSF generated Q4 2025 revenue of $22.0 million, down from $24.3 million a year earlier and $26.9 million in Q3. The company reported a Q4 net loss of $1.3 million, or $0.11 per diluted share, improving from a $2.9 million loss last year.

What were BGSF’s full-year 2025 results from continuing operations?

For 2025, BGSF reported revenue of $93.3 million from continuing operations, compared with $104.4 million in 2024. Net loss from continuing operations was $11.5 million, versus a loss of $8.7 million the prior year, reflecting softer demand and ongoing restructuring costs.

What is BGSF’s new strategic focus and branding as BG Staffing?

BGSF is now solely focused on property management staffing and will go to market as BG Staffing. The corporate name remains BGSF, but client and candidate-facing activities will unify under the BGStaffing.com domain after the INSPYR transition services agreement ends in April 2026.

How did BGSF strengthen its balance sheet and capital structure in 2025?

Following the sale of its Professional division, BGSF used proceeds to eliminate long-term debt and end 2025 debt-free with $19.0 million in cash. The company also returned capital through a $2.00-per-share special dividend and a $5 million share repurchase authorization.

What role do non-GAAP measures like Adjusted EBITDA and Adjusted EPS play for BGSF?

BGSF uses Adjusted EBITDA and Adjusted EPS to strip out interest, taxes, depreciation, amortization, strategic alternatives review costs, software-as-a-service implementation costs, share-based compensation, and specific non-recurring items. Management believes these measures help compare operating performance across periods alongside GAAP results.

What new growth initiatives is BGSF pursuing in 2026?

BGSF is investing in AI-enabled automation for sales and recruiting and expanding into PropTech. In February 2026, it entered its first software partnership with Yardi, using the Yardi Independent Consultant Network to combine industry expertise with technology-enabled staffing solutions for multi-family and commercial property clients.

Filing Exhibits & Attachments

4 documents

Press Releases

• EX-99.1 EX-99.1 415.0 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 1.7 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 21.1 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 12.2 KB