Filing Analysis
BGSF, Inc. filed an 8-K to announce its financial results for the second fiscal quarter ended June 28, 2026. The filing serves as a formal notice of the earnings release and includes non-GAAP financial information.
📋 Key Facts
- Report date: August 5, 2026
- Fiscal period covered: Second fiscal quarter ended June 28, 2026
- The filing includes a press release (Exhibit 99.1) containing financial results
- Company provided reconciliations for non-GAAP financial measures
BGSF, Inc. filed a current report to disclose the update of an investor slide presentation dated June 5, 2026. The company intends to use these materials in meetings with investors.
📋 Key Facts
- The filing date is June 5, 2026.
- The company updated its investor presentation (Exhibit 99.1).
- The materials are available on the company's website at www.bgsf.com.
- The information is furnished under Item 7.01 and is not deemed 'filed' under Section 18 of the Exchange Act.
BGSF, Inc. reported its financial results for the first fiscal quarter ended March 29, 2026. The filing includes a press release with GAAP and non-GAAP financial reconciliations as part of its standard quarterly reporting cycle.
📋 Key Facts
- Earnings release for the first fiscal quarter ended March 29, 2026, was issued on May 6, 2026.
- The filing includes Item 2.02 (Results of Operations and Financial Condition) and Item 7.01 (Regulation FD Disclosure).
- Non-GAAP financial information was provided alongside GAAP reconciliations in the attached press release (Exhibit 99.1).
- The report was signed by Keith Schroeder, who serves as Co-CEO, CFO, and Secretary.
BGSF, Inc. announced its financial results for the fourth fiscal quarter ended December 28, 2025. The filing includes a press release with reconciliations of GAAP to non-GAAP financial measures.
📋 Key Facts
- Reported financial results for the fourth fiscal quarter ended December 28, 2025
- Issued press release on March 11, 2026
- Keith Schroeder signed as Co-CEO, CFO, and Secretary
- Included non-GAAP financial information and reconciliations in Exhibit 99.1
BGSF, Inc. has formally appointed Keith Schroeder and Kelly Brown as permanent Co-Chief Executive Officers, transitioning from their previous interim status. The filing details the employment agreement for Ms. Brown, including a $375,000 base salary and specific incentives for acquisition-related performance.
🚩 Red Flags
- Co-CEO leadership structures can lead to operational friction or unclear accountability.
- The acquisition-linked bonus (1% of acquired EBITDA) may incentivize aggressive M&A activity over organic growth or valuation discipline.
- Concentration of roles: Keith Schroeder holds the positions of Co-CEO, CFO, and Secretary simultaneously.
📋 Key Facts
- Keith Schroeder and Kelly Brown appointed Co-CEOs on a permanent basis effective February 24, 2026.
- Kelly Brown's employment agreement runs through December 31, 2027, with an initial base salary of $375,000.
- Ms. Brown is eligible for a bonus equal to 1% of an acquired company's adjusted EBITDA for the first 12 months post-acquisition.
- Severance terms provide for 12 months of base salary, increasing to 18 months if terminated following a change of control.
- Keith Schroeder remains Co-CEO while also serving as Chief Financial Officer and Secretary.
BGSF, Inc. reported the results of its annual meeting of stockholders held on November 5, 2025. Shareholders approved several key items including director elections, auditor ratification, and amendments to incentive plans.
🚩 Red Flags
- None identified in this filing.
📋 Key Facts
- Annual Meeting held on November 5, 2025.
- Shareholders approved an amendment to the 2013 Long-Term Incentive Plan to increase shares reserved by 250,000.
- Shareholders approved an amendment to the 2020 Employee Stock Purchase Plan to increase shares reserved by 250,000.
- Whitley Penn LLP was ratified as independent registered public accounting firm for fiscal year ending Dec 28, 2025.
- Richard L. Baum, Jr. and Paul A. Seid were elected as Class II directors.
- Shareholders approved 'Say-on-pay' frequency on an annual basis.
BGSF, Inc. filed an 8-K to announce its third fiscal quarter financial results for the period ended September 28, 2025. The filing also references a recent press release regarding a stock repurchase program.
📋 Key Facts
- Earnings release issued on November 7, 2025, for the third fiscal quarter ended September 28, 2025.
- Company is utilizing non-GAAP financial information in its earnings presentation.
- A press release regarding a stock repurchase program was issued on November 5, 2025.
BGSF, Inc. announced details regarding a pending special cash dividend of $2.00 per share. Due to the significant size of the dividend relative to the stock price, NYSE will implement 'due bill' procedures for the dividend right period.
🚩 Red Flags
- Significant dividend size (>25% of share price) triggers NYSE 'due bill' procedures, which can cause temporary volatility or confusion in settlement for traders during the Dividend Right Period (Sept 23 - Sept 30).
📋 Key Facts
- Special cash dividend amount: $2.00 per share.
- Record date: September 23, 2025.
- Payment date: September 30, 2025.
- Ex-dividend date: October 1, 2025.
- The dividend represents more than 25% of the trading price of the Common Stock.
BGSF, Inc. has completed the sale of its Professional Division (including BG F&A and BGSF Professional) to INSPYR Solutions for $99 million in cash. The transaction resulted in the simultaneous repayment of approximately $43 million in credit facility debt and $4.4 million in convertible subordinated notes.
🚩 Red Flags
- Significant restructuring/disposition of major business divisions.
- High leverage repayment ($47.4M total debt repaid) using sale proceeds, which fundamentally changes the company's capital structure and operational scale.
📋 Key Facts
- Completed sale of BG F&A and BGSF Professional to INSPYR Solutions Holdings Corporation for $99 million (subject to adjustment).
- Repaid approximately $43 million under the Amended and Restated Credit Agreement with BMO Bank, N.A.
- Paid off approximately $4.4 million in outstanding Convertible Subordinated Notes to HSI Holdings, Inc.
- The transaction involves the transfer of assets/liabilities related to the Professional Division and the sale of foreign subsidiary equity (excluding a 1% interest in an Indian subsidiary).
- Closing date: September 8, 2025.
BGSF, Inc. announced that its Board of Directors has declared a special cash dividend of $2.00 per share of common stock. The dividend is payable on September 30, 2025, to shareholders of record as of September 23, 2025.
📋 Key Facts
- Special cash dividend amount: $2.00 per share
- Record date: September 23, 2025
- Payment date: September 30, 2025
- Announcement date: September 11, 2025
BGSF, Inc. stockholders approved a major Equity Purchase Agreement involving the sale of subsidiaries (BG F&A and BGSF Professional) and various assets/liabilities to INSPYR Solutions Intermediate, LLC. The transaction is expected to close in the first half of September 2025.
🚩 Red Flags
- Significant restructuring: The company is selling off major subsidiaries (BG F&A and BGSF Professional), which represents a fundamental change in business composition.
📋 Key Facts
- Special Meeting held on September 4, 2025.
- Stockholders approved the Equity Purchase Agreement dated June 14, 2025.
- The deal involves transferring Professional Division assets/liabilities to BGSF Professional and selling equity interests of BG F&A and BGSF Professional to Purchaser (INSPYR Solutions).
- 66% of issued and outstanding Common Stock was represented at the meeting.
- Sale Proposal received 7,253,539 votes in favor out of total shares present/represented.
- Transaction expected to close during the first half of September 2025.
BGSF, Inc. filed an 8-K to announce its financial results for the second fiscal quarter ended June 29, 2025. The filing serves as a formal notice that earnings data has been released via press release and includes non-GAAP reconciliations.
📋 Key Facts
- Reporting period: Second fiscal quarter ended June 29, 2025.
- Report date: August 6, 2025.
- The company issued a press release (Exhibit 99.1) containing financial results.
- The filing includes non-GAAP financial information and reconciliations to GAAP.
BGSF, Inc. has entered into a definitive agreement to sell its Professional Division and subsidiaries (BG F&A and BGSF Professional) to INSPYR Solutions Intermediate, LLC for $99 million in cash. This major divestiture is accompanied by the resignation of the Company's CEO and the appointment of interim Co-CEOs.
🚩 Red Flags
- Significant leadership turnover (CEO resignation) occurring simultaneously with a major asset divestiture.
- The company's focus shifting to 'right sizing' and growing only the Property Management Division, implying the core business model is being dismantled or heavily restructured.
- High termination fees ($2.97M - $4.95M) indicating high stakes and potential for litigation if deals fail.
📋 Key Facts
- Sale price: $99 million in cash (subject to adjustments for working capital, indebtedness, etc.).
- Assets being sold: All issued and outstanding equity interests of BG F&A and BGSF Professional; foreign subsidiaries (except a 1% interest in an Indian subsidiary).
- Escrow amounts: $3.5 million for purchase price adjustments and $1.7 million for taxes.
- Termination fees: $2,970,000 payable by BGSF to Purchaser; $4,950,000 payable by Purchaser to BGSF under specific circumstances.
- CEO Resignation: Beth Garvey is resigning as Chair, President, and CEO effective July 1, 2025.
- Interim Leadership: Kelly Brown (President of Property Management) and Keith Schroeder (CFO) appointed as interim Co-CEOs effective July 1, 2025.
- Separation Agreement: Ms. Garvey to receive 12 months salary continuation, COBRA reimbursement, and $300,000 additional severance if the sale is consummated within 12 months.
BGSF, Inc. has entered into a definitive agreement to sell its Professional Division to INSPYR Solutions (a portfolio company of A&M Capital Partners) for $99 million in an all-cash transaction.
🚩 Red Flags
- The sale is subject to shareholder approval, introducing execution risk if the proxy statement or vote fails.
- Divestiture of a major division may change the fundamental business profile and risk profile of the remaining entity.
📋 Key Facts
- Transaction Value: $99 million
- Payment Method: All-cash transaction
- Buyer: INSPYR Solutions (A&M Capital Partners portfolio company)
- Asset Sold: Professional Division of BGSF, Inc.
- Date of Announcement: June 16, 2025
- Requirement: Subject to customary shareholder approval and closing conditions.
BGSF, Inc. filed an 8-K to announce its financial results for the first fiscal quarter ended March 30, 2025. The filing serves as a formal notification of the earnings release and includes non-GAAP financial information.
📋 Key Facts
- Reporting period: First fiscal quarter ended March 30, 2025.
- Report date: May 7, 2025.
- The company issued a press release (Exhibit 99.1) containing earnings results.
- The filing includes non-GAAP financial information and reconciliations.
BGSF, Inc. announced a leadership transition involving the appointment of Keith Schroeder as Chief Financial Officer and Secretary, effective March 18, 2025. This follows the resignation of the previous CFO, John Barnett, who will remain in an advisory capacity during a transition period.
🚩 Red Flags
- Succession-related turnover: While framed as 'succession planning,' the departure of a sitting CFO can sometimes signal internal friction or strategic shifts.
📋 Key Facts
- Keith Schroeder appointed as CFO and Secretary, effective March 18, 2025.
- Schroeder's initial base salary is $350,000, with scheduled increases to $375,000 (March 2026) and $400,000 (March 2027).
- Equity grant of $200,000 consisting of 50% stock options and 50% restricted stock, both with a three-year cliff vesting on March 13, 2028.
- Schroeder is eligible for an acquisition bonus equal to 1% of the acquired company's adjusted EBITDA if he is involved in the transaction.
- John Barnett resigned as CFO and Secretary effective March 17, 2025; his departure is cited as part of a leadership succession plan.
- The new CFO agreement includes standard severance provisions (12 months base salary) and enhanced terms (18 months) in the event of a change of control.
BGSF, Inc. filed an 8-K to announce its financial results for the fourth fiscal quarter and full fiscal year ended December 29, 2024. The filing serves as a formal announcement of the earnings release issued on March 12, 2025.
📋 Key Facts
- Reporting period: Fourth fiscal quarter and fiscal year ended December 29, 2024.
- Earnings release date: March 12, 2025.
- The company provided non-GAAP financial information in the accompanying press release (Exhibit 99.1).
- Filing includes a reconciliation of GAAP to non-GAAP results.
BGSF, Inc. filed an 8-K to announce its financial results for the third fiscal quarter ended September 29, 2024. The filing serves as a formal notice of the earnings release and includes non-GAAP financial information.
📋 Key Facts
- Reporting period: Third fiscal quarter ended September 29, 2024.
- Report date: November 6, 2024.
- The company issued a press release (Exhibit 99.1) containing financial results.
- The filing includes non-GAAP financial information and reconciliations.
BGSF, Inc. held its annual meeting of stockholders on August 7, 2024. The meeting resulted in the election of Class I directors and the ratification of the company's independent auditor.
📋 Key Facts
- Annual Meeting held on August 7, 2024.
- Election of Beth Garvey and Donna Carroll to Class I directors.
- Ratification of Whitley Penn LLP as independent registered public accounting firm for fiscal year ending December 29, 2024.
- Approval of named executive officer compensation (Say-on-Pay).
- Proxy statement was previously filed on June 17, 2024.
BGSF, Inc. filed an 8-K to announce its financial results for the second fiscal quarter ended June 30, 2024. The filing serves as a formal announcement of the earnings release and includes non-GAAP financial information.
📋 Key Facts
- Reporting period: Second fiscal quarter ended June 30, 2024.
- Filing date: August 7, 2024.
- The company is providing non-GAAP financial information and reconciliations in the accompanying press release (Exhibit 99.1).
- The filing includes Regulation FD disclosures regarding the presentation of information.
BGSF, Inc. has announced that its Board of Directors is evaluating potential strategic alternatives, including the engagement of Houlihan Lokey as a financial advisor. This typically indicates the company is exploring options such as a sale, merger, or restructuring.
🚩 Red Flags
- Strategic alternative evaluations often precede significant corporate restructuring or distress-driven sales.
📋 Key Facts
- Board of Directors initiated a process to evaluate potential strategic alternatives on May 8, 2024.
- Engaged Houlihan Lokey as financial advisor for this evaluation process.
- The announcement was made via a press release dated May 8, 2024.
BGSF, Inc. filed an 8-K to announce its financial results for the first fiscal quarter ended March 31, 2024. The filing serves as a formal announcement of the earnings release and includes non-GAAP financial information.
📋 Key Facts
- Reporting period: First fiscal quarter ended March 31, 2024.
- Report date: May 8, 2024.
- The company issued a press release (Exhibit 99.1) containing financial results.
- The filing includes non-GAAP financial information and reconciliations to GAAP.
BGSF, Inc. filed an 8-K to announce its financial results for the fourth fiscal quarter ended December 31, 2023. The filing includes a press release containing both GAAP and non-GAAP financial information.
📋 Key Facts
- Report date: March 13, 2024
- Reporting period: Fourth fiscal quarter ended December 31, 2023
- The company issued a press release regarding its results (Exhibit 99.1)
- Financial information includes non-GAAP reconciliations
The filing contains two distinct updates: results from an annual meeting of stockholders held in August 2023, and a February 2024 announcement regarding the approval of a cash dividend.
📋 Key Facts
- Annual Meeting (Aug 9, 2023) results: Election of C. David Allen, Jr. and Douglas E. Hailey to Class III directors.
- Shareholders ratified Whitley Penn LLP as independent auditors for fiscal year ending Dec 31, 2023.
- Amendment to the 2013 Long-Term Incentive Plan approved, adding 250,000 shares of common stock available for issuance.
- Advisory vote on named executive officer compensation was approved.
- Board approved a dividend of $0.15 per share of common stock.
- Dividend record date: February 20, 2024; Payment date: February 27, 2024.