BGSF, INC.
Business
BGSF, INC. provides consulting, managed services and professional workforce solutions that match field talent to client partners’ workforce needs. It offers on-demand and short-term assignments, consulting and managed services, on-site management administration, permanent placement and specialized IT, finance, accounting, legal and HR staffing solutions. The company operates through two continuing segments—Property Management (office and maintenance talent) and Professional (IT and skilled professional services)—with a discontinued Light Industrial segment. It serves client partners primarily across the United States and also supplies nearshore/offshore IT talent (Colombia and India) through direct marketing, digital channels and local market offices.
Summary from filing dated 2025-03-17
Financials
Consolidated Statement of Income
| Concept | Trend | FY 2025 2025-12-31 | FY 2024 2024-12-31 | FY 2023 2023-12-31 | FY 2022 2022-12-31 | FY 2021 2021-12-31 |
|---|---|---|---|---|---|---|
| Revenues, net | 93 | 104 | 125 | 298 | 239 | |
| Cost of services | 60 | 66 | 75 | 195 | 158 | |
| Gross profit | 33 | 38 | 50 | 104 | 81 | |
| Selling, general, and administrative expenses | 41 | 43 | 45 | 83 | 65 | |
| Contingent consideration adjustment | −500,000 | 0 | 0 | 0 | −2 | |
| Depreciation and amortization | 2 | 1 | 1 | 4 | 4 | |
| Operating (loss) income | −9 | −6 | 3 | 16 | 15 | |
| Interest expense, net | −5 | −5 | −6 | −1 | −1 | |
| Loss before income taxes from continuing operations | −13 | −11 | −3 | 15 | 13 | |
| Income tax benefit from continuing operations | 2 | 2 | 831,000 | −4 | −3 | |
| Loss from continuing operations | −12 | −9 | −2 | 11 | 10 | |
| Income (loss) | 4 | 7 | −10 | 1 | 5 | |
| Loss on sale | −4 | 0 | 0 | 18 | 0 | |
| Income tax (expense) benefit | −597,000 | −2 | 2 | −5 | −919,000 | |
| Net loss | −11 | −3 | −10 | 25 | 14 | |
| Net Income from continuing operations (in dollars per share) | −1.05 | −0.8 | −0.2 | 1.08 | 1.01 | |
| Income (Loss) from Discontinued Operations and Disposal of Discontinued Operations, Before Tax, Per Basic Share | 0.4 | 0.65 | −0.95 | — | — | |
| Net Income from discontinued operations: Gain on sale (in dollars per share) | −0.34 | 0 | 0 | 1.69 | 0 | |
| Net Income from discontinued operations: Income tax expense (in dollars per share) | −0.05 | −0.16 | 0.2 | −0.46 | −0.09 | |
| Net income per share - basic (in dollars per share) | −1.04 | −0.31 | −0.95 | 2.43 | 1.36 | |
| Net Income from continuing operations (in dollars per share) | −1.05 | −0.8 | −0.2 | 1.07 | 1 | |
| Net Income from discontinued operations: Income (in dollars per share) | 0.4 | 0.65 | −0.95 | 0.12 | 0.44 | |
| Net Income from discontinued operations: Gain on sale (in dollars per share) | −0.34 | 0 | 0 | 1.69 | 0 | |
| Net Income from discontinued operations: Income tax expense (in dollars per share) | −0.05 | −0.16 | 0.2 | −0.46 | −0.09 | |
| Net income per share - diluted (in dollars per share) | −1.04 | −0.31 | −0.95 | 2.42 | 1.35 | |
| Basic (in shares) | 11 | 11 | 11 | 10 | 10 | |
| Diluted (in shares) | 11 | 11 | 11 | 10 | 10 | |
| Cash dividends declared per common share (in dollars per share) | 2 | 0.15 | 0.6 | 0.6 | 0.44 |
Consolidated Balance Sheet
| Concept | Trend | FY 2025 2025-12-31 | FY 2024 2024-12-31 | FY 2023 2023-12-31 | FY 2022 2022-12-31 | FY 2021 2021-12-31 |
|---|---|---|---|---|---|---|
| Cash and cash equivalents | 19 | 32,000 | 0 | 0 | 112,104 | |
| Accounts receivable (net of allowance for credit losses of $1,156 and $910, respectively) | 12 | 17 | 30 | 66 | 48 | |
| Escrow receivable | 5 | 0 | — | — | — | |
| Prepaid expenses | 1 | 2 | 3 | 2 | 2 | |
| Other current assets | 1 | 2 | 7 | 7 | 2 | |
| Total current assets | 0 | 24 | — | 0 | 7 | |
| Total current assets | 38 | 45 | 67 | 76 | 60 | |
| Property and equipment, net | 244,000 | 608,000 | 1 | 2 | 4 | |
| Deposits | 2 | 2 | 3 | 3 | 4 | |
| Software as a service, net | 3 | 4 | 5 | 4 | 1 | |
| Deferred income taxes, net | 9 | 8 | 7 | 2 | 5 | |
| Right-of-use asset - operating leases, net | 630,000 | 1 | 5 | 4 | 4 | |
| Intangible assets, net | 3 | 4 | 30 | 48 | 34 | |
| Net Carrying Value | 1 | 1 | 60 | 55 | 29 | |
| Noncurrent assets of discontinued operations | 0 | 84 | — | 0 | 7 | |
| Total other assets | 19 | 104 | 110 | 116 | 84 | |
| Total assets | 58 | 150 | 179 | 195 | 148 | |
| Accounts payable | 503,000 | 80,000 | 95,000 | 587,000 | 401,175 | |
| Accrued payroll and expenses | 4 | 5 | 15 | 19 | 16 | |
| Transition services payable | 3 | 0 | — | — | — | |
| Long-term debt, current portion (net of debt issuance costs of $0 and $24, respectively) | 0 | 4 | 34 | 4 | 4 | |
| Accrued interest | 0 | 223,000 | 438,000 | 273,000 | 102,304 | |
| Income taxes payable | 76,000 | 212,000 | 300,000 | 300,000 | 400,000 | |
| Note payable | 449,000 | 0 | 4 | 1 | 1 | |
| Convertible note | 0 | 4 | 4 | 4 | 0 | |
| Severance payable, current portion | 392,000 | 0 | — | — | — | |
| Lease liabilities, current portion | 409,000 | 544,000 | 2 | 2 | 2 | |
| Total current liabilities | 0 | 12 | — | 0 | 1 | |
| Total current liabilities | 9 | 26 | 85 | 28 | 28 | |
| Line of credit (net of debt issuance costs of $0 and $770, respectively) | 0 | 6 | 0 | 22 | 13 | |
| Long-term debt, less current portion (net of debt issuance costs of $0 and $198, respectively) | 0 | 33 | 0 | 36 | 23 | |
| Severance payable, less current portion | 100,000 | 0 | 4 | 0 | 989,608 | |
| Lease liabilities, less current portion | 298,000 | 698,000 | 4 | 3 | 3 | |
| Noncurrent liabilities of discontinued operations | 0 | 3 | — | 0 | 190,395 | |
| Total liabilities | 10 | 68 | 93 | 94 | 72 | |
| Commitments and contingencies | — | — | — | — | — | |
| Preferred stock, $0.01 par value per share, 500,000 shares authorized, -0- shares issued and outstanding | 0 | 0 | 0 | 0 | 0 | |
| 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 | 112,000 | 110,000 | 52,000 | 70,000 | 66,360 | |
| Additional paid in capital | 71 | 70 | 69 | 67 | 62 | |
| (Accumulated deficit) retained earnings | −22 | 12 | 17 | 34 | 15 | |
| Treasury stock of 355,150 and 3,930 shares, respectively | −2 | −57,000 | — | — | — | |
| Total stockholders equity | 48 | 82 | 86 | 101 | 77 | |
| Total liabilities and stockholders equity | 58 | 150 | 179 | 195 | 148 |
Consolidated Statement of Cash Flows
| Concept | Trend | FY 2025 2025-12-31 | FY 2024 2024-12-31 | FY 2023 2023-12-31 | FY 2022 2022-12-31 | FY 2021 2021-12-31 |
|---|---|---|---|---|---|---|
| Net (income) loss from discontinued operations | −4 | −5 | 8 | −1 | −5 | |
| Depreciation | 100,000 | 200,000 | 200,000 | 600,000 | 700,000 | |
| Amortization | 1 | 1 | 1 | 3 | 3 | |
| Loss on sale of discontinued operations | 4 | 0 | 0 | −18 | 0 | |
| Loss on disposal of property and equipment | 164,000 | 3,000 | 10,000 | 6,000 | 8,000 | |
| Contingent consideration adjustment | −450,000 | 0 | 0 | 0 | −2 | |
| Amortization of debt issuance costs | 1 | 425,000 | 199,000 | 172,000 | 75,000 | |
| Interest expense on note payable | 136,000 | 0 | 0 | 128,000 | 252,000 | |
| Provision for credit losses | 2 | 2 | 798,000 | 315,000 | 221,000 | |
| Share-based compensation | 1 | 908,000 | 957,000 | 1 | 1 | |
| Deferred income taxes | −2 | 378,000 | −4 | 2 | 1 | |
| Accounts receivable | 3 | 8 | −815,000 | −15 | −15 | |
| Escrow receivable | −5 | 0 | 0 | — | — | |
| Prepaid expenses | 563,000 | 928,000 | −333,000 | −866,000 | −200,000 | |
| Other current assets | −346,000 | 794,000 | 3 | — | — | |
| Deposits | 66,000 | 593,000 | −27,000 | 2 | −126,000 | |
| Software as a service | 1 | 669,000 | 193,000 | 660,000 | — | |
| Accounts payable | 423,000 | −14,000 | −492,000 | −228,000 | 156,000 | |
| Accrued payroll and expenses | 618,000 | −2 | −1 | 2 | 6 | |
| Transition services payable | 3 | 0 | 0 | — | — | |
| Accrued interest | −223,000 | −215,000 | 165,000 | 171,000 | 24,000 | |
| Income taxes payable | −80,000 | 103,000 | −478,000 | −1 | −560,000 | |
| Severance payable | 492,000 | 0 | 0 | — | — | |
| Other current liabilities | 0 | 0 | −1 | −5 | 19,000 | |
| Operating leases | −82,000 | −85,000 | −23,000 | −127,000 | −107,000 | |
| Other long-term liabilities | 4 | 14 | 17 | −64,000 | −78,000 | |
| Net cash (used in) provided by continuing operating activities | 117,000 | 19 | 13 | −3 | 1 | |
| Net cash provided by discontinued operating activities | 25,000 | 5 | 7 | −4 | 5 | |
| Net cash (used in) provided by operating activities | 142,000 | 24 | 20 | −7 | 7 | |
| Proceeds from business sold | 92 | 0 | 0 | 31 | 0 | |
| Capital expenditures | −138,000 | −1 | −2 | −6 | −3 | |
| Net cash provided by (used in) continuing investing activities | 91 | −1 | −2 | −9 | −7 | |
| Net cash used in discontinued investing activities | −193,000 | −423,000 | −7 | −26,000 | −34,000 | |
| Net cash provided by (used in) investing activities | 91 | −2 | −10 | −9 | −7 | |
| Net payments under line of credit | −10 | −18 | 2 | 10 | 7 | |
| Proceeds from issuance of long-term debt | 0 | 4 | 0 | 40 | 0 | |
| Principal payments on long-term debt | −33 | −2 | −7 | — | — | |
| Payments of convertible note | −4 | 0 | 0 | — | — | |
| Issuance of ESPP shares | 134,000 | 459,000 | 512,000 | 654,249 | 340,451 | |
| Issuance of shares under the 2013 Long-Term Incentive Plan | 0 | 262,000 | −10,000 | −1,000 | −41,000 | |
| Note payable paid | −1 | 0 | 0 | −1 | — | |
| Payments of debt issuance costs | −29,000 | −1 | −69,000 | −236,000 | 0 | |
| Repurchase of common stock | −2 | 0 | 0 | — | — | |
| Net cash used in continuing financing activities | −73 | −18 | −11 | 16 | 473,116 | |
| Net cash used in discontinued financing activities | 0 | −4 | −102,000 | 0 | 0 | |
| Net cash used in financing activities | −73 | −22 | −11 | 16 | 473,000 | |
| Net change in cash and cash equivalents, continuing operations | 19 | 353,000 | 0 | −112,000 | 112,000 | |
| Cash paid for interest, net - continuing operations | 3 | 4 | 5 | 641,000 | 879,000 | |
| Cash paid for taxes (federal), net of refunds - continuing operations | 0 | 4,000 | 630,000 | — | — | |
| Total cash paid for taxes (state), net of refunds | 505,000 | 685,000 | 1 | 8 | 4 |