BGSF Inc. (NYSE:BGSF) shares surged after the company said its board approved a special cash dividend of $2.00 per share, payable Sept. 30 to shareholders of record as of Sept. 23. The dividend follows the sale of its Professional Division and reflects its plan to return value to investors. Interim Co-CEOs Kelly Brown and Keith Schroeder said the dividend was the "most prudent step" to increase shareholder value while maintaining liquidity for future opportunities. Recently, the company completed the $99 ...

Core Viewpoint - BGSF, Inc. has announced a special cash dividend of $2.00 per share, reflecting a strategic move to enhance shareholder value following the sale of its Professional Division [1] Group 1: Dividend Announcement - The Board of Directors of BGSF has authorized a special cash dividend of $2.00 per share of common stock [1] - The dividend is payable on September 30, 2025, to shareholders of record as of September 23, 2025 [1] - This decision is seen as a prudent step in capital allocation to increase shareholder value [1] Group 2: Leadership Commentary - Interim Co-CEOs Kelly Brown and Keith Schroeder emphasized the importance of this dividend as an initial step in capital allocation [1] - The statement reflects the company's commitment to enhancing shareholder value following the recent sale of its Professional Division [1]

PLANO, TX / ACCESS Newswire / September 8, 2025 / BGSF, Inc. (NYSE:BGSF), ("BGSF" or "the Company"), a leading provider of workforce solutions for the specialized property management industry, today announced the closing of its previously announced divestiture of its Professional Division to INSPYR Solutions, a portfolio company of A&M Capital Partners, for cash of $99 million. Interim Co-CEOs Kelly Brown and Keith Schroeder, in a joint statement, commented, "BGSF's next chapter is exciting as we invest, wi ...

Financial Data and Key Metrics Changes - Total revenues from continuing operations for the second quarter were $23.5 million, down 8.6% from the prior year, but up 12.6% sequentially from the first quarter [11][16] - Gross profit margins for the second quarter were $8.4 million, or 35.8%, compared to $9.6 million and 37.3% in the year-ago period [16] - Adjusted EBITDA for the second quarter was $1.1 million, or 4.9% of revenue, compared to $300,000, or 1%, in the year-ago quarter [19] Business Line Data and Key Metrics Changes - The property management group's contribution to overhead for 2025 is estimated to be in the range of $11 million to $12 million, down from over $20 million in 2022 and 2023 [7][8] - SG&A expenses for the second quarter were $12.6 million, including a $980,000 reserve for accounts receivable, compared to $10.7 million in the prior year's quarter [19] Market Data and Key Metrics Changes - The property management industry is experiencing pressure from higher interest rates and insurance premiums, leading to a cautious spending attitude among customers [12][28] - There is a noted seasonal lift in revenues due to higher apartment turnovers, which is expected to continue into the third quarter [11][16] Company Strategy and Development Direction - The company is focusing on strategic initiatives to improve top-line growth, including the implementation of AI-powered platforms for sales and recruiting [13][14] - The company plans to reduce head office G&A expenses to around $10 million annually post-sale of the professional division [7][19] Management's Comments on Operating Environment and Future Outlook - Management expressed cautious optimism regarding revenue growth, noting that while there may be some pent-up demand, operators are primarily managing existing resources [28][46] - The company anticipates a gradual recovery in spending as economic conditions stabilize, particularly if interest rates decrease [30][62] Other Important Information - The company expects to have approximately $45 million in cash on hand post-transaction, which translates to about $4.4 per share [59][60] - The company is actively pursuing cost reductions, particularly in software expenses, to improve profitability [35] Q&A Session Summary Question: What is the target for adjusted EBITDA as a percentage of sales? - Management indicated that with a reduced overhead cost of $10 million, adjusted EBITDA could reach around 8% to 10% as top-line revenue increases [24] Question: Is there pent-up demand among current customers? - Management acknowledged some pent-up demand but emphasized that operators are primarily reallocating resources rather than increasing spending significantly [26][28] Question: What are the expectations for cash on hand post-transaction? - Management confirmed that approximately $45 million would be available post-transaction, allowing for strategic flexibility [59][60] Question: How is the company addressing G&A costs? - Management is reviewing software costs and other areas to identify further opportunities for cost reduction [35][86] Question: What is the expected revenue trend for the upcoming quarters? - Management noted a positive trend in revenue for June and anticipated a seasonal lift in Q3, although year-over-year comparisons may still show declines [62][66]

[Q2 2025 Financial Results Overview](index=1&type=section&id=Q2%202025%20Financial%20Results%20Overview) [Summary of Financial Results from Continuing Operations](index=1&type=section&id=SUMMARY%20OF%20FINANCIAL%20RESULTS%20FROM%20CONTINUING%20OPERATIONS) BGSF's Q2 2025 continuing operations reported sequential revenue and gross profit increases from Q1 2025, but year-over-year declines, with net and Adjusted EBITDA losses worsening sequentially and annually Financial Results from Continuing Operations (in thousands) | Metric (in thousands) | Q2 2025 | Q2 2024 | Q1 2025 | | :-------------------- | :------ | :------ | :------ | | Revenues | $23,506 | $25,726 | $20,883 | | Gross profit | $8,410 | $9,596 | $7,560 | | Gross profit percentage | 35.8% | 37.3% | 36.2% | | Operating loss | $(4,425) | $(1,475) | $(1,773) | | Net loss | $(4,862) | $(2,082) | $(2,245) | | Net loss per diluted share | $(0.44) | $(0.19) | $(0.21) | | Adjusted EBITDA | $(1,145) | $(264) | $(1,032) | | Adjusted EBITDA Margin (% of revenue) | (4.9)% | (1.0)% | (5.4)% | | Adjusted EPS | $(0.19) | $(0.04) | $(0.11) | - Revenues for Q2 2025 increased by **12.6%** sequentially from Q1 2025, primarily due to increased billed hours from seasonal demand, reaching **$23.5 million**, though revenues declined by **8.6%** compared to Q2 2024[5](index=5&type=chunk)[6](index=6&type=chunk) - Net loss for Q2 2025 was **$4.9 million** (**$0.44 per diluted share**), a significant increase from a net loss of **$2.2 million** (**$0.21 per diluted share**) in Q1 2025[6](index=6&type=chunk) [Management Commentary and Operational Highlights](index=1&type=section&id=Management%20Commentary%20and%20Operational%20Highlights) Management updated on the proposed Professional division sale, shareholder vote, and transition services, highlighting Property Management cost reductions and strategic AI tool investments - The proposed sale of BGSF's Professional division to INSPYR is progressing, with a proxy statement filed on July 25 for a shareholder vote on September 4[5](index=5&type=chunk) - Following the closing of the transaction, BGSF will operate under a Transition Service Agreement (TSA) for up to six months or longer, providing services to INSPYR and receiving payment[5](index=5&type=chunk) - BGSF plans to continue reducing overhead costs to align with a smaller, Property Management-focused company and is implementing AI-powered sales and recruiting tools expected to be operational by mid-Q4[5](index=5&type=chunk)[7](index=7&type=chunk) [Company Information and Strategic Developments](index=2&type=section&id=Company%20Information%20and%20Strategic%20Developments) [About BGSF](index=2&type=section&id=About%20BGSF) BGSF is a leading provider of workforce solutions, offering consulting, managed services, and professional staffing across various industries including IT, Finance & Accounting, Managed Solutions, and Property Management, achieving scalable growth through integrated regional and national brands - BGSF provides consulting, managed services, and professional workforce solutions through divisions in IT, Finance & Accounting, Managed Solutions, and Property Management[8](index=8&type=chunk) - The company was ranked by Staffing Industry Analysts as the **97th largest U.S. staffing company** and the **49th largest IT staffing firm** in 2024[8](index=8&type=chunk) [Professional Division Sale and Transition](index=2&type=section&id=Previously%20Announced%20Equity%20Purchase%20Agreement) BGSF announced a definitive agreement to sell its Professional Division to INSPYR Solutions, a significant strategic move contingent on shareholder approval and other customary closing conditions - On June 16, 2025, BGSF signed a definitive agreement to sell its Professional Division to INSPYR Solutions[9](index=9&type=chunk) - The proposed transaction is subject to customary closing conditions, including approval from BGSF's stockholders[9](index=9&type=chunk) [Detailed Financial Statements](index=5&type=section&id=Detailed%20Financial%20Statements) [Consolidated Balance Sheets](index=5&type=section&id=CONSOLIDATED%20BALANCE%20SHEETS) The consolidated balance sheet shows a slight decrease in total assets and stockholders' equity, while total liabilities increased from December 2024 to June 2025, with key changes including a significant increase in cash and cash equivalents and an increase in current liabilities Consolidated Balance Sheets (in thousands) | Metric (in thousands) | June 29, 2025 (unaudited) | December 29, 2024 (audited) | | :-------------------- | :------------------------ | :-------------------------- | | Cash and cash equivalents | $2,777 | $32 | | Accounts receivable | $13,637 | $17,148 | | Total current assets | $47,603 | $45,347 | | Total assets | $149,692 | $150,111 | | Total current liabilities | $29,001 | $25,921 | | Total liabilities | $71,406 | $67,842 | | Total stockholders' equity | $78,286 | $82,269 | - Cash and cash equivalents saw a substantial increase from **$32 thousand** at December 29, 2024, to **$2,777 thousand** at June 29, 2025[16](index=16&type=chunk) - Total liabilities increased by **$3,564 thousand**, from **$67,842 thousand** to **$71,406 thousand**, primarily driven by an increase in accrued payroll and expenses and line of credit borrowings[16](index=16&type=chunk) [Unaudited Consolidated Statements of Operations](index=6&type=section&id=UNAUDITED%20CONSOLIDATED%20STATEMENTS%20OF%20OPERATIONS) The consolidated statements of operations show a decline in revenues and gross profit for both the thirteen and twenty-six-week periods ended June 29, 2025, compared to the prior year, with net loss from continuing operations significantly widening, although income from discontinued operations partially offset the total net loss Unaudited Consolidated Statements of Operations (in thousands) | Metric (in thousands) | Thirteen Weeks Ended June 29, 2025 | Thirteen Weeks Ended June 30, 2024 | Twenty-six Weeks Ended June 29, 2025 | Twenty-six Weeks Ended June 30, 2024 | | :-------------------- | :--------------------------------- | :--------------------------------- | :----------------------------------- | :----------------------------------- | | Revenues | $23,506 | $25,726 | $44,389 | $50,273 | | Gross profit | $8,410 | $9,596 | $15,970 | $18,939 | | Operating loss | $(4,425) | $(1,475) | $(6,198) | $(2,733) | | Net loss from continuing operations | $(4,862) | $(2,082) | $(7,098) | $(4,130) | | Income from discontinued operations | $1,309 | $1,601 | $3,377 | $3,319 | | Net loss | $(3,736) | $(761) | $(4,458) | $(1,553) | - Net loss from continuing operations for the thirteen weeks ended June 29, 2025, was **$(4.862) million**, a significant increase from **$(2.082) million** in the prior year period[18](index=18&type=chunk) - Selling, general, and administrative expenses increased to **$12.576 million** for the thirteen weeks ended June 29, 2025, from **$10.739 million** in the same period last year[18](index=18&type=chunk) [Property Management Segment Performance](index=7&type=section&id=PROPERTY%20MANAGEMENT%20SEGMENT) The Property Management segment, representing continuing operations, experienced a decrease in revenue and gross profit for both the thirteen and twenty-six-week periods compared to the prior year, with operating loss for the segment also widening significantly, partly due to increased strategic alternatives review costs Property Management Segment Performance (in thousands) | Metric (in thousands) | Thirteen Weeks Ended June 29, 2025 | Thirteen Weeks Ended June 30, 2024 | Twenty-six Weeks Ended June 29, 2025 | Twenty-six Weeks Ended June 30, 2024 | | :-------------------- | :--------------------------------- | :--------------------------------- | :----------------------------------- | :----------------------------------- | | Revenue | $23,506 | $25,726 | $44,389 | $50,273 | | Gross profit | $8,410 | $9,596 | $15,970 | $18,939 | | Operating loss | $(4,425) | $(1,475) | $(6,197) | $(2,732) | | Strategic alternatives review | $1,613 | $280 | $1,634 | $349 | - Revenue from contract field talent, the largest component, decreased from **$25.272 million** in Q2 2024 to **$23.000 million** in Q2 2025[20](index=20&type=chunk) - Strategic alternatives review costs significantly increased to **$1.613 million** in Q2 2025 from **$0.280 million** in Q2 2024, contributing to the wider operating loss[20](index=20&type=chunk) [Unaudited Consolidated Statements of Cash Flows](index=8&type=section&id=UNAUDITED%20CONSOLIDATED%20STATEMENTS%20OF%20CASH%20FLOWS) For the twenty-six weeks ended June 29, 2025, BGSF generated positive net cash from operating activities, primarily driven by adjustments to reconcile net loss, with minimal cash used in investing activities and a net cash outflow from financing activities Unaudited Consolidated Statements of Cash Flows (in thousands) | Metric (in thousands) | Twenty-six Weeks Ended June 29, 2025 | | :-------------------- | :----------------------------------- | | Net cash provided by operating activities | $3,215 | | Net cash used in investing activities | $(76) | | Net cash used in financing activities | $(204) | | Cash and cash equivalents, end of period | $2,777 | - Net cash provided by operating activities was **$3.215 million** for the twenty-six weeks ended June 29, 2025, including **$2.962 million** from continuing operations[22](index=22&type=chunk) - Capital expenditures were minimal at **$13 thousand** for the twenty-six-week period[22](index=22&type=chunk) [Non-GAAP Financial Measures and Reconciliations](index=9&type=section&id=NON-GAAP%20FINANCIAL%20MEASURES) [Definition and Purpose of Non-GAAP Measures](index=9&type=section&id=Definition%20and%20Purpose%20of%20Non-GAAP%20Measures) BGSF supplements its GAAP financial results with non-GAAP measures, Adjusted EBITDA and Adjusted EPS, to provide a clearer understanding of its operating performance and facilitate period-to-period comparisons by excluding certain non-cash expenses and specific events not considered part of ongoing operations - Adjusted EBITDA is defined as earnings before interest expense, income taxes, depreciation and amortization, strategic alternatives review costs, software as a service costs, and certain non-cash expenses like share-based compensation[26](index=26&type=chunk) - Adjusted EPS is defined as diluted earnings per share, excluding amortization of intangible assets from acquisitions, strategic alternatives review, software as a service costs, and certain non-cash expenses, net of tax effect[27](index=27&type=chunk) - These non-GAAP measures are used to facilitate consistent comparison of operating performance and provide a more complete understanding of factors affecting the business[25](index=25&type=chunk) [Reconciliation of Net Loss to Adjusted EBITDA](index=9&type=section&id=Reconciliation%20of%20Net%20Loss%20to%20Adjusted%20EBITDA) The reconciliation shows that Adjusted EBITDA from continuing operations for Q2 2025 was a loss of $1,145 thousand, worsening from a loss of $264 thousand in Q2 2024 and $1,032 thousand in Q1 2025, reflecting the impact of increased strategic alternatives review costs and aged receivable adjustments Reconciliation of Net Loss to Adjusted EBITDA (in thousands) | Metric (in thousands) | Q2 2025 | Q2 2024 | Q1 2025 | | :-------------------- | :------ | :------ | :------ | | Net loss from continuing operations | $(4,862) | $(2,082) | $(2,245) | | Operating loss | $(4,425) | $(1,475) | $(1,773) | | Strategic alternatives review | $1,613 | $280 | $20 | | Aged receivable adjustment | $980 | $199 | $90 | | Adjusted EBITDA from continuing operations | $(1,145) | $(264) | $(1,032) | | Adjusted EBITDA Margin (% of revenue) | (4.9)% | (1.0)% | (5.4)% | - Adjusted EBITDA from continuing operations for the thirteen weeks ended June 29, 2025, was a loss of **$1.145 million**, compared to a loss of **$0.264 million** in the prior year period[28](index=28&type=chunk) [Reconciliation of Net Loss EPS to Adjusted EPS](index=10&type=section&id=Reconciliation%20of%20Net%20Loss%20EPS%20to%20Adjusted%20EPS) The reconciliation of EPS to Adjusted EPS shows that Adjusted EPS from continuing operations was a loss of $0.19 for Q2 2025, a deterioration from a loss of $0.04 in Q2 2024 and $0.11 in Q1 2025, reflecting the impact of various adjustments on a per-share basis Reconciliation of Net Loss EPS to Adjusted EPS | Metric | Q2 2025 | Q2 2024 | Q1 2025 | | :-------------------- | :------ | :------ | :------ | | Net loss from continuing operations per diluted share | $(0.44) | $(0.19) | $(0.21) | | Strategic alternatives review | $0.15 | $0.03 | $0.00 | | Adjusted EPS from continuing operations | $(0.19) | $(0.04) | $(0.11) | | Adjusted EPS | $0.02 | $0.25 | $0.16 | - Adjusted EPS from continuing operations for Q2 2025 was a loss of **$0.19**, compared to a loss of **$0.04** in Q2 2024[31](index=31&type=chunk) [Additional Information](index=2&type=section&id=Additional%20Information) [Forward-Looking Statements](index=2&type=section&id=Forward-Looking%20Statements) This section contains standard forward-looking statements regarding future events, including the proposed transaction, operational performance, and business plans, highlighting inherent risks and uncertainties that could cause actual results to differ materially from projections - The press release includes forward-looking statements about the proposed transaction, future operational and financial performance, and business plans[10](index=10&type=chunk) - These statements are subject to risks and uncertainties, such as the closing conditions for the sale not being satisfied, market acceptance of new offerings, and general economic activity[11](index=11&type=chunk) [Additional Information About the Equity Purchase Agreement](index=3&type=section&id=Additional%20Information%20About%20the%20Equity%20Purchase%20Agreement%20and%20Where%20to%20Find%20It) BGSF has filed a definitive proxy statement with the SEC regarding the proposed transaction, urging shareholders to review these documents before making any voting decisions, with information available on the SEC's website and BGSF's investor relations page - BGSF filed a definitive proxy statement with the SEC on July 25, 2025, and mailed it to shareholders around August 5, 2025, concerning the proposed transaction[12](index=12&type=chunk) - Shareholders are urged to read the definitive proxy statement and other related documents for important information about the proposed transaction[12](index=12&type=chunk) [Participants in the Solicitation](index=3&type=section&id=Participants%20in%20the%20Solicitation) This section clarifies that BGSF, its directors, and certain executive officers and employees may be considered participants in soliciting proxies for the proposed transaction, with detailed information on their interests available in the definitive proxy statement - BGSF, its directors, and certain executive officers and employees may be deemed participants in soliciting proxies for the proposed transaction[13](index=13&type=chunk) - More detailed information regarding the identity and interests of potential participants is provided in the definitive proxy statement filed with the SEC[13](index=13&type=chunk) [Contact Information](index=4&type=section&id=CONTACT) Contact details for investor relations are provided for inquiries regarding BGSF, Inc - Investor relations contacts are Steven Hooser or Sandy Martin of Three Part Advisors, reachable via ir@BGSF.com or phone[14](index=14&type=chunk)

PART I FINANCIAL INFORMATION [Financial Statements](index=5&type=section&id=Item%201.%20Financial%20Statements) Financial statements reflect the sale of the Professional segment, with continuing operations showing lower revenue and a wider net loss [Unaudited Consolidated Balance Sheets](index=5&type=section&id=Unaudited%20Consolidated%20Balance%20Sheets) Total assets were $149.7 million, while stockholders' equity decreased to $78.3 million due to net losses Balance Sheet Summary | Balance Sheet Items (in thousands) | June 29, 2025 | December 29, 2024 | | :--- | :--- | :--- | | **Total current assets** | $47,603 | $45,347 | | *Current assets of discontinued operations* | *$27,473* | *$24,354* | | **Total assets** | **$149,692** | **$150,111** | | **Total current liabilities** | $29,001 | $25,921 | | *Current liabilities of discontinued operations* | *$11,093* | *$11,825* | | **Total liabilities** | **$71,406** | **$67,842** | | **Total stockholders' equity** | **$78,286** | **$82,269** | [Unaudited Consolidated Statements of Operations](index=7&type=section&id=Unaudited%20Consolidated%20Statements%20of%20Operations) Revenues from continuing operations decreased 8.6% year-over-year, leading to a significantly wider operating and net loss Quarterly Operations Summary | Metric (in thousands) | Thirteen Weeks Ended June 29, 2025 | Thirteen Weeks Ended June 30, 2024 | | :--- | :--- | :--- | | Revenues | $23,506 | $25,726 | | Gross profit | $8,410 | $9,596 | | Operating loss | $(4,425) | $(1,475) | | Net loss from continuing operations | $(4,862) | $(2,082) | | Net Loss | $(3,736) | $(761) | | Net loss per share - basic | $(0.34) | $(0.07) | [Unaudited Consolidated Statements of Cash Flows](index=10&type=section&id=Unaudited%20Consolidated%20Statements%20of%20Cash%20Flows) Net cash from continuing operating activities decreased significantly from $14.6 million to $3.0 million year-over-year Cash Flow Summary | Cash Flow Activity (in thousands) | Twenty-six Weeks Ended June 29, 2025 | Twenty-six Weeks Ended June 30, 2024 | | :--- | :--- | :--- | | Net cash provided by continuing operating activities | $2,962 | $14,585 | | Net cash used in continuing investing activities | $(13) | $(863) | | Net cash used in continuing financing activities | $(204) | $(13,496) | | **Net change in cash (continuing ops)** | **$2,745** | **$226** | [Notes to Unaudited Consolidated Financial Statements](index=12&type=section&id=Notes%20to%20Unaudited%20Consolidated%20Financial%20Statements) Notes detail the sale of the Professional segment, debt covenant non-compliance, and subsequent waivers from lenders - On June 14, 2025, the Company entered into an Equity Purchase Agreement to sell its Professional segment for **$99.0 million in cash**[28](index=28&type=chunk)[68](index=68&type=chunk) - The Company was **not in compliance with financial covenants** for its credit agreement for multiple quarters but received waivers contingent on the sale of the Professional segment[82](index=82&type=chunk)[86](index=86&type=chunk)[109](index=109&type=chunk) - Following the reclassification, continuing operations consist solely of the **Property Management segment**[26](index=26&type=chunk)[106](index=106&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=27&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management attributes the 8.6% revenue decline to reduced billed hours, while SG&A expenses rose due to strategic review costs Key Operating Metrics | Metric (in thousands) | Thirteen Weeks Ended June 29, 2025 | Thirteen Weeks Ended June 30, 2024 | Change (%) | | :--- | :--- | :--- | :--- | | Revenues | $23,506 | $25,726 | (8.6)% | | Gross Profit | $8,410 | $9,596 | (12.4)% | | SG&A Expenses | $12,576 | $10,739 | 17.1% | - The decrease in revenue was primarily due to a **9.7% reduction in billed hours**, resulting from lower demand and increased competition[117](index=117&type=chunk) - The increase in SG&A expenses was primarily driven by **$1.6 million in costs** related to the strategic alternatives review process[119](index=119&type=chunk)[120](index=120&type=chunk) Adjusted EBITDA Reconciliation | Adjusted EBITDA (in thousands) | Thirteen Weeks Ended June 29, 2025 | Thirteen Weeks Ended June 30, 2024 | | :--- | :--- | :--- | | Net loss from continuing operations | $(4,862) | $(2,082) | | **Adjusted EBITDA from continuing operations** | **$(1,145)** | **$(264)** | [Quantitative and Qualitative Disclosures About Market Risk](index=36&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company's primary market risk exposure relates to variable interest rates on its debt facilities - The company is exposed to market risk from **variable interest rates** on its Revolving Facility and Term Loan, which could negatively impact future earnings[155](index=155&type=chunk)[156](index=156&type=chunk) [Controls and Procedures](index=36&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that disclosure controls and procedures were effective with no material changes in internal controls - Based on an evaluation as of June 29, 2025, the CEO and CFO concluded that the company's **disclosure controls and procedures are effective**[157](index=157&type=chunk) - No changes in internal control over financial reporting occurred during the fiscal quarter that have **materially affected** these controls[158](index=158&type=chunk) PART II OTHER INFORMATION [Legal Proceedings](index=37&type=section&id=Item%201.%20Legal%20Proceedings) No material changes have occurred in legal proceedings since the last annual report - There has been **no change** from the information provided in the Annual Report on Form 10-K for the fiscal year ended December 29, 2024[161](index=161&type=chunk) [Risk Factors](index=37&type=section&id=Item%201A.%20Risk%20Factors) New risks arise from the pending sale of the Professional segment, including non-completion and potential NYSE delisting - The closing of the sale of the Professional segment is contingent upon receiving **stockholder approval** and satisfying other conditions[163](index=163&type=chunk) - The pending sale may adversely affect the retained business through **management distraction** and higher employee turnover[164](index=164&type=chunk) - Following the sale, the company's reduced size may affect its ability to satisfy NYSE's continued listing standards, which could result in **delisting**[165](index=165&type=chunk) - If the sale is not completed, the company may be required to pay a **termination fee of $2,970,000** or expense reimbursement up to $3,000,000[167](index=167&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=38&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) The company reported no unregistered sales of equity securities during the period - None[170](index=170&type=chunk) [Exhibits](index=38&type=section&id=Item%206.%20Exhibits) Key exhibits include the Equity Purchase Agreement for the segment sale and an amendment to the credit agreement - Key exhibits filed include the **Equity Purchase Agreement** dated June 14, 2025, and the Waiver and Second Amendment to the Credit Agreement[174](index=174&type=chunk)

Company Performance - BGSF has returned approximately 40.1% since the beginning of the calendar year, significantly outperforming the average gain of 4.1% in the Business Services group [4] - The Zacks Consensus Estimate for BGSF's full-year earnings has increased by 366.7% over the past 90 days, indicating improved analyst sentiment and a stronger earnings outlook [3] Industry Context - BGSF is part of the Business Services sector, which includes 260 individual stocks and currently holds a Zacks Sector Rank of 1 [2] - Within the Business - Services industry, which consists of 26 companies, BGSF ranks 37 in the Zacks Industry Rank, with the industry averaging a gain of 19.1% this year [6] Comparison with Peers - Cintas (CTAS), another stock in the Business Services sector, has returned 20.1% year-to-date and has a Zacks Rank of 2 (Buy) [4][5] - Both BGSF and Cintas are noted for their strong performance within the Business Services sector, attracting investor attention [7]

Company Overview - BGSF shares increased by 12.9% to $6.31 in the last trading session, with a notable trading volume, and have gained 25.6% over the past four weeks [1] - The company has agreed to sell its Professional Division to INSPYR Solutions for $99 million in cash, which includes IT consulting, finance & accounting, managed solutions, and near/offshore software services [1] Earnings Expectations - BGSF is expected to report break-even quarterly earnings per share (EPS), reflecting a year-over-year change of +100%, with revenues projected at $66.5 million, a decrease of 2.4% from the previous year [2] - The consensus EPS estimate for BGSF has been revised 100% higher in the last 30 days, indicating a positive trend that typically correlates with stock price appreciation [3] Industry Comparison - BGSF is part of the Zacks Business - Services industry, where another company, Crawford & Company B, saw its stock rise by 2.2% to $10.19, but has returned -0.9% over the past month [3] - Crawford & Company B's consensus EPS estimate remains unchanged at $0.24, representing a -4% change compared to the previous year, and holds a Zacks Rank of 3 (Hold) [4]

Core Viewpoint - BGSF has been upgraded to a Zacks Rank 1 (Strong Buy) due to an upward trend in earnings estimates, indicating a positive earnings outlook that may lead to increased stock price [1][3]. Earnings Estimates and Stock Price Movement - The Zacks rating system emphasizes the correlation between changes in earnings estimates and stock price movements, suggesting that revisions in earnings estimates are a powerful indicator of near-term stock performance [4][6]. - For BGSF, the recent increase in earnings estimates reflects an improvement in the company's underlying business, which is expected to drive the stock price higher [5]. Zacks Rank System - The Zacks Rank system classifies stocks into five groups based on earnings estimates, with Zacks Rank 1 stocks historically generating an average annual return of +25% since 1988 [7]. - Only the top 5% of Zacks-covered stocks receive a "Strong Buy" rating, indicating superior earnings estimate revisions and potential for market-beating returns [10]. Earnings Estimate Revisions for BGSF - BGSF is projected to earn $0.08 per share for the fiscal year ending December 2025, with no year-over-year change expected [8]. - Over the past three months, the Zacks Consensus Estimate for BGSF has increased by 366.7%, highlighting significant upward revisions by analysts [8].

High-Value Workforce Solutions Provider of Consulting, Managed Services, Professional & IT Services and Property Management Investor Presentation November 2024 Forward-Looking Statements The forward-looking statements in this presentation are made under the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements may include, but are not limited to, statements regarding our future financial performance and the expectations and objectives of our board or ma ...