Financial Data and Key Metrics Changes - Total revenues from property management in Q3 2025 were $26.9 million, down 9.8% year-over-year due to cost pressures and increased competition [10][13] - Sequentially, revenues improved by 14.4% compared to Q2 2025, benefiting from seasonal factors [10][13] - Gross profit for Q3 was $9.7 million, with margins slightly increasing by 10 basis points to 35.9% [13] - Adjusted EBITDA for the quarter was $980,000, or 3.6% of revenue, compared to $75,000, or 0.3% in the prior year [14] - GAAP net loss from continuing operations was $0.28 per diluted share, while consolidated adjusted EPS was a positive $0.08 per share [14] Business Line Data and Key Metrics Changes - The property management group is now the sole reportable segment following the divestiture of the professional division [4][7] - SG&A expenses for Q3 were $10.2 million, down from $11.3 million in the prior year, including strategic restructuring costs [13][14] Market Data and Key Metrics Changes - The company is facing cost pressures on property owners and management companies, contributing to revenue declines [10][13] - Increased competition in certain markets is impacting performance, but the company is leveraging market insights to refine its strategic roadmap [10][11] Company Strategy and Development Direction - The company is focused on three main directives post-divestiture: comprehensive business review, aggressive G&A cost reduction, and compensation structure evaluation [5][6] - A stock buyback plan of up to $5 million has been announced, reflecting confidence in the long-term strategy [5] - The company aims to capture a meaningful share of a growing $1 billion-plus addressable market through operational improvements and strategic initiatives [11] Management's Comments on Operating Environment and Future Outlook - Management acknowledges that financial results may be noisy in the upcoming quarters due to the transition period [9] - There is optimism regarding revenue growth in 2026 compared to 2025, driven by strategic initiatives and market opportunities [11][12] - The company is investing in AI to enhance client engagement and improve operational efficiency [12] Other Important Information - A special cash dividend of $2 per share was declared, returning $22.4 million to shareholders [4] - The company has approximately $20 million in cash balances post-dividend payments [5] Q&A Session Summary Question: Discussion on the consultant's evaluation process - The consultant conducted surveys and interviews with clients and competitors, validating the addressable market and growth potential in the multifamily and commercial real estate sectors [16][17] Question: Outcomes of the research findings - The research provided insights into the addressable market, competitive positioning, and areas for future growth, aiding in strategic planning [17][19] Question: Learnings from the market evaluation - The study highlighted the evolving needs of client partners regarding talent acquisition and the importance of aligning with their internal teams [18][19]

Revenue and Profit Performance - Revenues for the thirteen weeks ended September 28, 2025, decreased by approximately $2.9 million (9.8%) to $26.895 million, primarily due to a 12.0% reduction in billed hours driven by lower demand and increased competition[116] - Gross profit for the same period decreased by approximately $1.0 million (9.7%) to $9.660 million, consistent with the revenue decline, partially offset by higher permanent placement business[117] - For the thirty-nine weeks ended September 28, 2025, revenues decreased by approximately $8.8 million (11.0%) to $71.284 million, attributed to a 12.3% reduction in billed hours[120] - Gross profit for the thirty-nine weeks decreased by approximately $4.0 million (13.5%) to $25.630 million, aligning with the revenue decline[120] - The company recorded a net loss from continuing operations of $3.078 million for the thirteen weeks ended September 28, 2025, compared to a net loss of $1.812 million for the same period in 2024[115] - Net loss from continuing operations for the thirty-nine weeks ended September 28, 2025, was $10.3 million, an increase from a loss of $5.9 million in the same period of 2024[127] - Adjusted EBITDA for the thirteen weeks ended September 28, 2025, was $980,000, representing a margin of 3.6% of revenue, compared to $75,000 and 0.3% for the same period in 2024[127] - Adjusted EBITDA from discontinued operations was $144,000 for the thirteen weeks ended September 28, 2025, compared to $3.9 million for the same period in 2024[127] Expenses and Cost Management - Selling, general, and administrative expenses decreased by $1.1 million (10.0%) to $10.223 million, mainly due to reduced compensation costs from a lower headcount[117] - Interest expense, net increased by $1.1 million (30.6%) primarily due to adjustments related to debt issuance costs and the repayment of the existing Term Loan and Revolving Facility[121] - Cash used in operating activities from continuing operations was $1.8 million for Fiscal 2025, a decrease of $18.2 million compared to $16.4 million provided in Fiscal 2024[134] Cash Flow and Liquidity - Cash provided by investing activities included net proceeds from the sale of BGSF Professional of approximately $91.5 million, with minimal capital expenditures in Fiscal 2025[135] - The company declared a special dividend of $2.00 per share, totaling approximately $20.0 million in available cash as of September 30, 2025[129] - Working capital from continuing operations increased to $31.5 million as of September 28, 2025, compared to $6.9 million as of December 29, 2024[132] - The company paid off its Term Loan, Revolving Facility, and Convertible Note totaling $47.3 million during Fiscal 2025[137] - The company’s primary sources of liquidity included cash generated from operations and borrowings under a revolving credit facility, with a focus on maintaining sufficient liquidity for operational needs[129] - Future growth opportunities may require new debt or equity financing, which could be adversely affected if favorable terms are not secured[130] Strategic Initiatives and Market Position - The company announced a cost restructuring plan in December 2024 as part of its strategic review process to maximize shareholder value[112] - The company operates primarily in the Property Management segment across 44 states and D.C., providing workforce solutions for property management companies[112] - The company experienced seasonal fluctuations, with demand typically peaking in the second and third quarters due to increased activity in multifamily units during summer[113] Tax and Regulatory Considerations - The current provision for income taxes includes estimated amounts payable or refundable for the year, with penalties recognized as part of selling, general, and administrative expenses[151] - Deferred tax assets and liabilities are recorded for estimated future tax effects of temporary differences, with net deferred tax assets subject to a valuation allowance if future tax benefits may not be realized[151] Risk Factors - The company is primarily exposed to inflation risks, which have been moderated through adjustments in the pricing model[153]

Financial Performance - Revenues for Q3 2025 were $26.9 million, a 14.4% increase from $23.5 million in Q2 2025, driven by increased billed hours from seasonal demand[6] - Gross profit for Q3 2025 was $9.7 million, up from $8.4 million in Q2 2025, primarily due to higher sales[6] - Net loss for Q3 2025 was $3.1 million, or $0.28 per diluted share, compared to a net loss of $4.9 million, or $0.44 per diluted share in Q2 2025[6] - Adjusted EBITDA for Q3 2025 was $980,000, representing 3.6% of revenues, compared to a loss of $1.1 million, or (4.9%) of revenues in Q2 2025[6] - Revenues for the thirteen weeks ended September 28, 2025, were $26,895,000, a decrease of 10.0% compared to $29,824,000 for the same period in 2024[15] - Gross profit for the thirty-nine weeks ended September 28, 2025, was $25,630,000, down 13.5% from $29,635,000 in 2024[15] - Net loss from continuing operations for the thirteen weeks ended September 28, 2025, was $3,078,000, compared to a loss of $1,812,000 in 2024, representing a 70% increase in losses[15] - Operating loss for the thirty-nine weeks ended September 28, 2025, was $7,135,000, significantly higher than the $3,737,000 loss in 2024[15] - Adjusted EPS from continuing operations was $0.08 for the thirteen weeks ended September 28, 2025, compared to $0.01 for the same period in 2024[28] - The operating loss for the thirteen weeks ended September 28, 2025, was $937 million, slightly improved from a loss of $1,003 million in the same period of 2024[26] Cash Flow and Assets - Cash flows from operating activities resulted in a net cash used of $1,544,000 for the thirty-nine weeks ended September 28, 2025[18] - Total current assets as of September 28, 2025, were $63.99 million, an increase from $45.35 million as of December 29, 2024[14] - Total assets as of September 28, 2025, were $41,881,000, down from $50,241,000 in 2024[17] - The company reported a net cash provided by investing activities of $91,213,000 for the thirty-nine weeks ended September 28, 2025[19] Liabilities and Expenses - Total liabilities as of September 28, 2025, were $32.89 million, down from $67.84 million as of December 29, 2024[14] - Interest expense for the thirty-nine weeks ended September 28, 2025, was $4,595,000, compared to $3,518,000 in 2024, indicating a 30.6% increase[15] - Interest expense, net, increased to $1,570 million for the thirteen weeks ended September 28, 2025, from $1,222 million in the same period of 2024[26] - Share-based compensation expenses were $545 million for the thirteen weeks ended September 28, 2025, compared to $286 million in the same period of 2024[26] Dividends and Stock Repurchase - A special dividend of $2 per share was paid on September 30, 2025, following the sale of BGSF's Professional division[7] - The company declared cash dividends of $2.00 per common share for the thirty-nine weeks ended September 28, 2025[15] - The Board approved a stock repurchase program allowing for the repurchase of up to $5 million of common stock[2] Future Outlook and Investments - The company is investing in AI-powered sales and recruiting technologies, expected to enhance efficiency in the upcoming quarters[7] - BGSF anticipates revenue growth in 2026 compared to 2025, supported by the execution of strategic initiatives[7] Tax and Contingent Considerations - The company reported an income tax benefit of $571 million for the thirteen weeks ended September 28, 2025, compared to an expense of $(413) million in the same period of 2024[26] - The company incurred a gain on contingent consideration of $450 million for the thirty-nine weeks ended September 28, 2025[26]

Core Viewpoint - BGSF, Inc. reported its financial results for the third fiscal quarter and announced a stock buyback plan, indicating a strategic move to utilize excess capital effectively [1] Financial Results - For the third fiscal quarter ended September 28, 2025, BGSF, Inc. disclosed its financial performance, although specific figures were not detailed in the provided text [1] Stock Buyback Plan - The Board of Directors approved a stock repurchase program allowing BGSF to repurchase up to $5 million of its common stock, reflecting confidence in the company's value and future prospects [1]

Core Points - BGSF, Inc. has announced a delay in the release of its fiscal 2025 third quarter results, now scheduled for November 7, 2025, pre-market [1] - The delay is attributed to the additional time needed to finalize the accounting for the sale of the Professional division, specifically regarding its classification within discontinued and continuing operations [1] Company Summary - BGSF, Inc. is a provider of workforce solutions specifically for the specialized property management industry [1] - The company is taking necessary steps to ensure accurate financial reporting following the sale of a significant division [1]

Core Points - BGSF, Inc. announced a special cash dividend of $2.00 per share, payable on September 30, 2025 [1] - The dividend payment represents more than 25% of the trading price of the common stock [1] - NYSE has informed the company that its common shares will trade with "due bills" from the record date of September 23, 2025, through the payment date [1] Company Information - BGSF, Inc. is a leading provider of workforce solutions for the specialized property management industry [1] - The company’s common stock has a par value of $0.01 per share [1] Dividend Details - The record date for the dividend is September 23, 2025, and the last day of trading before the ex-dividend date is September 30, 2025 [1] - The period during which the right to receive the special cash dividend is assigned is referred to as the "Dividend Right Period" [1]

Group 1 - BGSF Inc. announced a special cash dividend of $2.00 per share, payable on September 30 to shareholders of record as of September 23, following the sale of its Professional Division [1][2] - The company completed the $99 million sale of its Professional Division to INSPYR Solutions, with proceeds primarily aimed at paying down debt and funding investments in its property management business [2][3] - Interim Co-CEOs emphasized that the dividend is a prudent step to enhance shareholder value while ensuring liquidity for future opportunities [1][3] Group 2 - BGSF plans to geographically expand and strengthen its specialized property management services to maintain financial stability [3] - The divestiture allows the company to focus on its core strengths and create long-term value [3] - BGSF shares increased by 14.37% to $7.320 following the announcement [4]

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]

Core Viewpoint - BGSF, Inc. has successfully completed the divestiture of its Professional Division to INSPYR Solutions for $99 million, marking a strategic shift towards focusing on geographical expansion and differentiation in the property management solutions sector [1]. Company Summary - The divestiture was finalized for a cash amount of $99 million, indicating a significant financial transaction for BGSF [1]. - Interim Co-CEOs Kelly Brown and Keith Schroeder expressed optimism about the company's future, emphasizing a disciplined focus on expanding property management solutions geographically [1]. - The company aims to develop strategic initiatives that will help differentiate itself from competitors in the industry [1].

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]