Record Full Year Revenues of $313.2 million, up 4.9%

Generated $20.4 Million of Operating Cash Flow

New Credit Facility Closed March 12, 2024

BGSF, Inc. ((BGSF), a growing provider of consulting, managed services, and professional workforce solutions, today reported financial results for its fiscal year and fourth fiscal quarter ended December 31, 2023.

Note: Fiscal 2023 financial results are on a 52-week year ended December 31, 2023, compared to Fiscal 2022 financial results on a 53-week year ended January 1, 2023.

Full Year 2023 Highlights from Continuing Operations^2,3:

Revenues were $313.2 million, up 4.9% from 2022. Property Management revenues grew organically by 3.3% versus the prior year. Professional revenues grew by 6.1% from prior year, with Arroyo Consulting acquisition contributing $14.8 million in new revenues, partially offset by a decline in the existing Professional business.
Gross profit was $111.8 million, up 8.0% from 2022. Gross profit margins increased 100 basis points to 35.7%.
Operating loss in 2023 includes a non-cash impairment of $22.5 million related to trade name intangible assets from the rebranding to BGSF for all entities. The after-tax impact was $17.5 million or $1.63 per diluted share, using the year-to-date effective tax rate.
Net loss from continuing operations was $10.2 million, or $0.95 per diluted share, vs. net income from continuing operations of $11.3 million, or $1.07 per diluted share in 2022, primarily due to the trade name impairment and increased acquisition amortization and interest expense.
Adjusted EBITDA¹ from continuing operations was $25.1 million (8.0% of revenues), up from $21.7 million (7.3% of revenues) in 2022, an increase of 15.9% year over year.
Adjusted EPS¹ from continuing operations was $1.19 in 2023, vs. $1.26 in 2022.

Fiscal 2023 Same Day Revenue⁽¹⁾, Same Day Gross Profit⁽¹⁾ and Same Day EBITDA⁽¹⁾ increased 7.1%, 10.2%, and 18.1% from 2022, respectively.

Note: Fourth quarter 2023 financial results are on a 13-week period ended December 31, 2023, compared to fourth quarter 2022 financial results on a 14-week period ended January 1, 2023.

Q4 2023 Highlights from Continuing Operations^2,3:

Revenues were $73.6 million, vs. $77.3 million in 2022.
Gross profit was $25.4 million, compared to $27.1 million in 2022.
Operating income was $3.2 million in 2023, up from $2.8 million in 2022.
Net income from continuing operations was $1.0 million, or $0.11 per diluted share, vs. net income from continuing operations of $1.4 million, or $0.14 per diluted share in 2022, primarily due to increased acquisition amortization and interest expense.
Adjusted EBITDA¹ from continuing operations was $5.5 million (7.5% of revenues), vs. $4.3 million (5.6% of revenues) in 2022, an increase of 27.6% over prior year.
Adjusted EPS¹ from continuing operations was $0.21 for 2023 up from $0.19 in 2022.

Fourth quarter 2023 Same Day Revenue⁽¹⁾, Same Day Gross Profit⁽¹⁾ and Same Day EBITDA⁽¹⁾ increased 3.1%, 1.8%, and 38.2% from 2022, respectively.

¹Non-GAAP financial measure. See reconciliation below for details.

²2022 includes three weeks of operating results from the Horn Solutions acquisition.

³2023 includes 39 weeks of Arroyo Consulting and a full year of Horn Solutions.

On March 12, 2024, our credit agreement was amended with BMO Bank, N.A., as administrative agent, and swing line lender, and BMO Capital Markets Corp., as sole lead arranger and sole book runner, with a maturity date of March 12, 2028. The revolving credit facility with an outstanding balance of approximately $22 million provides for the borrowing of funds from time to time in an aggregate amount up to $40 million. Term loans with an outstanding principal balance of $34 million were outstanding under the Credit Agreement and remain outstanding under the amended agreement.

Beth A. Garvey, Chair, President and CEO, said, "Fiscal 2023 was a significant year for BGSF. We successfully executed our long-term strategic plans through an accretive acquisition, rebranding all our businesses, and building stronger relationships with world-class ERP technologies. For the year, we grew revenues to $313 million, up almost 5%, and generated over $20 million of cash from operations. I am proud of our team's ability to achieve key objectives in 2023 despite project delays and persistent macroeconomic headwinds impacting corporations throughout North America. Our confidence in BGSF's business and strategy was demonstrated through our return to shareholders by consistent quarterly cash dividends."

Conference Call

BGSF will discuss its fourth fiscal quarter and full year 2023 financial results during a conference call and webcast at 9:00 a.m. ET on March 14, 2024. Interested participants may dial 1-877-317-6789 (Toll Free) or 1-412-317-6789 (International). A replay of the call will be available until March 21, 2024. To access the replay, please dial 1-877-344-7529 (Toll Free), or 1-412-317-0088 (International) and enter access code 6349244. 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 consulting, managed services and professional workforce solutions to a variety of industries through its various divisions in IT, Finance & Accounting, Managed Solutions, and Property Management (formally known as Real Estate which includes apartment communities and commercial buildings). BGSF has integrated several regional and national brands achieving scalable growth. The Company was ranked by Staffing Industry Analysts as the 121^st largest U.S. staffing company and the 52^nd largest IT staffing firm in 2023. The Company's disciplined acquisition philosophy, which builds value through both financial growth and the retention of unique and dedicated talent within BGSF's family of companies, has resulted in a seasoned management team with strong tenure and the ability to offer exceptional service to our field talent and client partners while building value for investors. For more information on the Company and its services, please visit its website at www.bgsf.com.

Forward-Looking Statements

The forward-looking statements in this press release 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 management. The Company's actual results could differ materially from those indicated by the forward-looking statements because of various other risks and uncertainties, including those listed in Item 1A of the Company's Annual Report on Form 10-K and in the Company's other filings and reports with the Securities and Exchange Commission. All of the risks and uncertainties are beyond the ability of the Company to control, and in many cases, the Company cannot predict the risks and uncertainties that could cause its actual results to differ materially from those indicated by the forward-looking statements. When used in this press release, the words "allows," "believes," "plans," "expects," "estimates," "should," "would," "may," "might," "forward," "will," "intends," "continue," "outlook," "temporarily," "progressing," "prospects," and "anticipates" and similar expressions as they relate to the Company or its management are intended to identify forward-looking statements. Except as required by law, the Company is not obligated to publicly release any revisions to these forward-looking statements to reflect the events or circumstances after the date of this press release or to reflect the occurrence of unanticipated events.

GAAP FINANCIAL MEASURES

Portions of the following tables have been derived from our unaudited consolidated financial statements and summarize key components of our statements of operations for the periods indicated, as well as a reconciliation of revenue and operating income (loss) from continuing operations by reportable segment to consolidated results for the periods indicated.

CONSOLIDATED BALANCE SHEETS (in thousands, except share amounts)

			December 31, 2023		January 1, 2023
ASSETS
Current assets
	Accounts receivable (net of allowance for credit losses of $554 and $558, respectively)		$	56,776	$	66,285
	Prepaid expenses			2,963		2,418
	Other current assets			7,172		7,459
		Total current assets		66,911		76,162
Property and equipment, net				1,217		2,081
Other assets
	Deposits			2,699		2,616
	Other, net			5,026		4,411
	Deferred income taxes, net			7,271		2,196
	Right-of-use asset - operating leases			5,435		4,462
	Intangible assets, net			30,370		47,552
	Goodwill			59,588		55,193
		Total other assets		110,389		116,430
	Total assets		$	178,517	$	194,673
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
	Accounts payable		$	95	$	587
	Accrued payroll and expenses			14,902		19,171
	Line of credit (net of debt issuance costs of $128)			24,746		—
	Long-term debt, current portion			34,000		4,000
	Accrued interest			438		273
	Income taxes payable			282		253
	Contingent consideration, current portion			4,208		1,081
	Convertible Note			4,368		—
	Other current liabilities			—		1,000
	Lease liabilities, current portion			2,016		1,842
		Total current liabilities		85,055		28,207
Line of credit (net of debt issuance costs of $259)				—		22,303
Long-term debt, less current portion				—		36,000
Contingent consideration, less current portion				4,112		—
Convertible note				—		4,368
Lease liabilities, less current portion				3,814		3,049
Other long-term liabilities				—		10
		Total liabilities		92,981		93,937
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, 10,887,509 and 10,772,515 shares issued and outstanding, respectively, net of treasury stock, at cost, of 3,930 and 1,845 shares, respectively				52		70
Additional paid in capital				68,551		67,003
Retained earnings				16,933		33,663
		Total stockholders' equity		85,536		100,736
		Total liabilities and stockholders' equity	$	178,517	$	194,673

CONSOLIDATED STATEMENTS OF OPERATIONS (in thousands, except share amounts)

		Fiscal Quarter Ended						Fiscal Year Ended
		December 31, 2023			January 1, 2023			December 31, 2023			January 1, 2023
		(unaudited)
Revenues		$	73,567		$	77,283		$	313,167		$	298,422
Cost of services			48,120			50,225			201,383			194,874
	Gross profit		25,447			27,058			111,784			103,548
Selling, general and administrative expenses			20,175			23,210			88,650			83,211
Impairment losses			—			—			22,545			—
Depreciation and amortization			2,045			1,087			7,774			4,054
	Operating income (loss)		3,227			2,761			(7,185	)		16,283
Interest expense, net			(1,601	)		(644	)		(5,976	)		(1,363	)
	Income (loss) from continuing operations before income taxes		1,626			2,117			(13,161	)		14,920
Income tax benefit (expense) from continuing operations			(627	)		(699	)		2,938			(3,659	)
	Income (loss) from continuing operations		999			1,418			(10,223	)		11,261
Income from discontinued operations:
	Income		—			—			—			1,235
	Gain on sale		—			409			—			17,675
	Income tax expense		—			95			—			4,810
	Net income (loss)	$	999		$	1,732		$	(10,223	)	$	25,361

Net income (loss) per share - diluted
	Net (loss) income from continuing operations	$	0.11		$	0.14		$	(0.95	)	$	1.07
	Net income from discontinued operations:
	Income		—			—			—			0.12
	Gain on sale		—			0.03			—			1.69
	Income tax expense		—			(0.01	)		—			(0.46	)
	Net income (loss) per share - diluted	$	0.11		$	0.16		$	(0.95	)	$	2.42

BUSINESS SEGMENTS (dollars in thousands)

		Fiscal Quarter Ended										Fiscal Year Ended
		December 31, 2023					January 1, 2023					December 31, 2023					January 1, 2023
		(unaudited)
Revenue:
	Property Management	$	29,624		40	%	$	31,956		41	%	$	125,077		40	%	$	121,093		41	%
	Professional		43,943		60	%		45,327		59	%		188,090		60	%		177,329		59	%
	Total	$	73,567		100	%	$	77,283		100	%	$	313,167		100	%	$	298,422		100	%

Gross profit:
	Property Management	$	11,589		46	%	$	12,602		47	%	$	49,785		45	%	$	47,695		46	%
	Professional		13,858		54	%		14,456		53	%		61,999		55	%		55,853		54	%
	Total	$	25,447		100	%	$	27,058		100	%	$	111,784		100	%	$	103,548		100	%

Operating income (loss):
	Property Management	$	5,479				$	4,803				$	23,155				$	19,803
	Professional -without impairment losses		2,626					3,146					12,292					15,604
	Professional - impairment losses		—					—					(22,545	)				—
	Home office		(4,878	)				(5,188	)				(20,087	)				(19,124	)
	Total	$	3,227				$	2,761				$	(7,185	)			$	16,283

CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands) Years ended December 31, 2023, January 1, 2023 and December 26, 2021

					2023			2022			2021
Cash flows from operating activities
	Net (loss) income			$	(10,223	)	$	25,361		$	14,109
		(Income) from discontinued operations			—			(1,235	)		(4,570	)
		Adjustments to reconcile net (loss) income to net cash provided by (used in) operating activities:
		Depreciation			446			597			685
		Amortization			7,328			3,457			3,013
		Gain on sale of discontinued operations			—			(17,675	)		—
		Impairment losses			22,545			—			—
		CARES Act credit			—			—			(2,368	)
		Loss on disposal of property and equipment			17			6			8
		Contingent consideration adjustment			—			—			(2,403	)
		Amortization of debt issuance costs			199			172			75
		Interest expense on contingent consideration payable			740			128			252
		Provision for credit losses			798			315			221
		Share-based compensation			1,029			1,085			1,058
		Deferred income taxes, net of acquired deferred tax liability			(5,075	)		2,353			1,279
		Net changes in operating assets and liabilities, net of effects of acquisitions:
			Accounts receivable		12,163			(14,793	)		(15,178	)
			Prepaid expenses and other current assets		(2,159	)		(866	)		(200	)
			Deposits		(83	)		1,503			(126	)
			Other assets		720			660			319
			Accounts payable		(492	)		(228	)		156
			Accrued payroll and expenses		(7,426	)		1,633			5,730
			Accrued interest		165			171			24
			Income taxes receivable and payable		729			(1,202	)		(560	)
			Other current liabilities		(1,000	)		(4,551	)		19
			Operating leases		(35	)		(127	)		(107	)
			Other long-term liabilities		—			(64	)		(78	)
		Net cash provided by (used in) continuing operating activities			20,386			(3,300	)		1,358
		Net cash (used in) provided by discontinued operating activities			—			(3,822	)		5,305
		Net cash provided by (used in) operating activities			20,386			(7,122	)		6,663

Cash flows from investing activities
	Businesses acquired, net of cash acquired				(6,917	)		(33,940	)		(3,791	)
	Businesses sold				—			30,722			—
	Capital expenditures				(2,597	)		(5,680	)		(3,204	)
	Proceeds from sale of property and equipment				—			—			5
		Net cash used in continuing investing activities			(9,514	)		(8,898	)		(6,990	)
		Net cash used in discontinued investing activities			—			(26	)		(34	)
		Net cash used in investing activities			(9,514	)		(8,924	)		(7,024	)

CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED) (in thousands) Years ended December 31, 2023, January 1, 2023 and December 26, 2021

				2023			2022			2021
Cash flows from financing activities
	Net borrowings under line of credit			2,312			9,781			6,804
	Proceeds from issuance of long-term debt			—			40,000			—
	Principal payments on long-term debt			(6,000	)		(26,863	)		(2,063	)
	Payments of dividends			(6,507	)		(6,290	)		(4,567	)
	Issuance of ESPP shares			512			653			340
	Issuance of shares under the 2013 Long-Term Incentive Plan and Form S-3 registration statement costs, net of exercises			(10	)		(1	)		(41	)
	Contingent consideration paid			(1,110	)		(1,110	)		—
	Debt issuance costs			(69	)		(236	)		—
		Net cash (used in) provided by continuing financing activities		(10,872	)		15,934			473
Net change in cash and cash equivalents				—			(112	)		112
Cash and cash equivalents, beginning of year				—			112			—
Cash and cash equivalents, end of year			$	—		$	—		$	112

Supplemental cash flow information:
	Cash paid for interest, net		$	4,668		$	641		$	879
	Cash paid for taxes, net of refunds		$	1,378		$	7,562		$	3,676

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 the Company's financial performance, the Company supplements its GAAP financial results with Adjusted EBITDA, Same Day EBITDA, Adjusted EPS, Same Day Adjusted EPS, Same Day Revenue, and Same Day Gross Profit.

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 operations, balance sheet or statement of cash flows of a company. Adjusted EBITDA, Same Day EBITDA, Adjusted EPS, Same Day Adjusted EPS, Same Day Revenue, and Same Day Gross Profit 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, revenue, gross profit, 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, Same Day EBITDA, Adjusted EPS, Same Day Adjusted EPS, Same Day Revenue, and Same Day Gross Profit are useful performance measures and are used by us to facilitate comparisons 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. In addition, the financial covenants in our credit agreement are based on EBITDA as defined in the credit agreement.

We define "Adjusted EBITDA" as earnings before interest expense, income taxes, depreciation and amortization expense, transaction fees 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 "Same Day EBITDA" as Adjusted EBITDA on a fifty-two week fiscal year. We define "Same Day Revenue" and "Same Day Gross Profit" as revenue and gross profit on a fifty-two week fiscal year. We define "Adjusted EPS" as diluted earnings per share eliminating amortization expense of intangible assets from acquisitions, transaction fees, and certain non-cash expenses such as impairment losses, 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 INCOME FROM CONTINUING OPERATIONS TO ADJUSTED AND SAME DAY EBITDA (dollars in thousands)

	Fiscal Quarter Ended						Fiscal Year Ended
	December 31, 2023			January 1, 2023			December 31, 2023			January 1, 2023
Income (loss) from continuing operations	$	999		$	1,417		$	(10,223	)	$	11,261
Income tax expense (benefit) from continuing operations		626			699			(2,938	)		3,659
Interest expense, net		1,601			644			5,976			1,363
Operating income (loss)		3,226			2,760			(7,185	)		16,283
Depreciation and amortization		2,045			1,087			7,774			4,054
Impairment losses		—			—			22,545			—
Share-based compensation		184			220			1,029			1,085
Transaction fees		73			265			974			271
Adjusted EBITDA from continuing operations		5,528			4,332			25,137			21,693
Adjusted EBITDA Margin (% of revenue)		7.5	%		5.6	%		8.0	%		7.3	%

Adjusted EBITDA from continuing operations	$	5,528		$	4,332		$	25,137		$	21,693
Same day adjustment		—			(332	)		—			(410	)
Same Day EBITDA from continuing operations	$	5,528		$	4,000		$	25,137		$	21,283

RECONCILIATION OF ADJUSTED EPS AND SAME DAY ADJUSTED EPS

	Fiscal Quarter Ended						Fiscal Year Ended
	December 31, 2023			January 1, 2023			December 31, 2023			January 1, 2023

Net income (loss) from continuing operations per diluted share	$	0.11		$	0.14		$	(0.95	)	$	1.07
Acquisition amortization		0.15			0.05			0.57			0.22
Impairment losses		—			—			2.09			—
Transaction fees		0.01			0.03			0.09			0.03
Income tax expense adjustment		(0.06	)		(0.03	)		(0.61	)		(0.06	)
Adjusted EPS from continuing operations	$	0.21		$	0.19		$	1.19		$	1.26
Same day adjustment		—			(0.02	)		—			(0.03	)
Same Day Adjusted EPS from continuing operations	$	0.21		$	0.17		$	1.19		$	1.23

RECONCILIATION OF SAME DAY REVENUES AND SAME DAY GROSS PROFIT (dollars in thousands)

	January 1, 2023
	Revenues			Gross Profit
Fourteen Weeks (65 revenue days) - GAAP	$	77,283		$	27,058
Five Days		(5,916	)		(2,068	)
Thirteen Weeks (60 revenue days) - Same Day	$	71,367		$	24,990

Fifty-three Weeks (254 revenue days) - GAAP	$	298,422		$	103,548
Five Days		(5,916	)		(2,068	)
Fifty-two Weeks (249 revenue days) - Same Day	$	292,506		$	101,480

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BGSF, Inc. Reports Full Year and Fourth Quarter 2023 Financial Results