BGSF, INC. 10-K

Item 8. Financial Statements and Supplementary Data. Page Audited Consolidated Financial Statements of BGSF, Inc. Report of Independent Registered Public Accounting Firm 39 Consolidated Balance Sheets as of January 1, 2023 and December 26, 2021 41 Consolidated Statements of Operations and Comprehensive Income for each of the three fiscal years ended January 1, 2023 42 Consolidated Statements of Changes in Stockholders' Equity for each of the three fiscal years ended January 1, 2023 43 Consolidated Statements of Cash Flows for each of the three fiscal years ended January 1, 2023 45 Notes to Consolidated Financial Statements 47 38 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Stockholders of BGSF, Inc. Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of BGSF, Inc., and its subsidiaries (the “Company”) as of January 1, 2023 and December 26, 2021, and the related consolidated statements of operations and comprehensive income, changes in stockholders’ equity, and cash flows for each of the three years in the period ended January 1, 2023, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of January 1, 2023 and December 26, 2021, and the results of its operations and its cash flows for each of the three years in the period ended January 1, 2023, in conformity with accounting principles generally accepted in the United States of America. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the Company’s internal control over financial reporting as of January 1, 2023, based on criteria established in 2013 Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO), and our report dated March 15, 2023 expressed an unqualified opinion. Basis for Opinion These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matter The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved especially challenging, subjective, or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. 39 Acquisition of Horn Solutions, Inc. – Fair Value of Intangible Assets Description of the Matter As discussed in Note 3 to the consolidated financial statements, the Company acquired substantially all of the assets and assumed certain liabilities of Horn Solutions, Inc., (“Horn”) for a purchase price of $42.7 million in cash, common stock and a two-year convertible promissory note. The acquisition of Horn resulted in a total of $13.9 million of intangible assets, which are comprised primarily of client partner lists. The determination of fair value for the client partner lists required management to make estimates of discounted future cash flows and included their subjective assumptions of the appropriate discount rate, the growth of revenue, and rate of attrition for the related customers. We identified the fair value of the intangible assets acquired in the Horn business combination to be a critical audit matter due to the significant judgments made by management to estimate their fair values. This required a high degree of auditor judgment and an increased extent of effort, including the need to involve our fair value specialists, when performing audit procedures to evaluate the reasonableness of management’s estimates and assumptions related to the selection of discount and customer attrition rates, as well as forecasts of future revenues and cash flows. How We Addressed the Matter in Our Audit Our audit procedures related to the discount rates, and forecasts of future revenues and cash flows used by management to estimate the fair value of both the intangible assets acquired in the Horn business combination included the following, among others: • We tested the effectiveness of controls over management’s Horn purchase price allocation, including those over the determination of the fair value of intangible assets, such as controls related to management’s selection of discount rates, client attrition rate, and forecasts of future revenues and cash flows. • With the assistance of our fair value specialists, we evaluated the reasonableness of the (i) valuation methodology, (ii) discount rates, (iii) client attrition rate, and (iv) future revenue and growth rates, including testing the source information underlying the determination of the discount rates, testing the mathematical accuracy of the calculations, and developing a range of independent estimates and comparing those to the discount rates selected by management. • We evaluated management’s ability to accurately forecast future revenues and cash flows by considering the past financial performance of Horn and current economic factors. /s/ Whitley Penn LLP We have served as the Company’s auditor since 2013. Dallas, Texas March 15, 2023 40 BGSF, Inc. and Subsidiaries CONSOLIDATED BALANCE SHEETS January 1, 2023 December 26, 2021 ASSETS Current assets Cash and cash equivalents $ — $ 112,104 Accounts receivable (net of allowance for credit losses of $557,605 for 2022 and $448,622 for 2021) 66,284,929 48,132,896 Prepaid expenses 2,417,652 2,345,948 Other current assets 7,459,195 2,381,197 Current assets of discontinued operations — 7,198,104 Total current assets 76,161,776 60,170,249 Property and equipment, net 2,081,115 4,331,052 Other assets Deposits 2,616,277 4,106,622 Other assets 4,411,368 1,283,629 Deferred income taxes, net 2,195,684 4,548,285 Right-of-use asset - operating leases 4,461,633 3,914,060 Intangible assets, net 47,552,411 33,584,910 Goodwill 55,192,901 29,141,883 Noncurrent assets of discontinued operations — 7,213,276 Total other assets 116,430,274 83,792,665 Total assets $ 194,673,165 $ 148,293,966 LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities Long-term debt, current portion $ 4,000,000 $ 3,562,500 Accrued interest 273,267 102,304 Accounts payable 586,816 401,175 Accrued payroll and expenses 19,170,794 16,153,920 Contingent consideration, current portion 1,081,060 1,073,901 Lease liability, current portion 1,841,638 1,896,253 Other current liabilities 1,000,000 3,549,785 Income taxes payable 253,351 381,806 Current liabilities of discontinued operations — 1,262,056 Total current liabilities 28,206,926 28,383,700 Line of credit (net of deferred finance fees of $259,469 and $193,264 for 2022 and 2021, respectively) 22,302,423 12,587,591 Long-term debt, less current portion 36,000,000 23,300,000 Convertible note 4,368,000 — Contingent consideration, less current portion — 989,608 Lease liability, less current portion 3,049,043 2,685,270 Other long-term liabilities 10,240 3,565,218 Noncurrent liabilities of discontinued operations — 190,395 Total liabilities 93,936,632 71,701,782 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, 10,772,515 and 10,425,210 shares issued and outstanding for 2022 and 2021, respectively, net of treasury stock, at cost, 1,845 shares for 2022 and 2021, respectively 69,833 66,360 Additional paid in capital 67,003,422 61,875,406 Retained earnings 33,663,278 14,592,087 Accumulated other comprehensive income — 58,331 Total stockholders’ equity 100,736,533 76,592,184 Total liabilities and stockholders’ equity $ 194,673,165 $ 148,293,966 The accompanying notes are an integral part of these consolidated financial statements. 41 BGSF, Inc. and Subsidiaries CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME Years ended January 1, 2023, December 26, 2021 and December 27, 2020 2022 2021 2020 Revenues $ 298,421,828 $ 239,027,177 $ 207,125,480 Cost of services 194,874,358 158,086,274 141,086,046 Gross profit 103,547,470 80,940,903 66,039,434 Selling, general and administrative expenses 83,211,263 65,115,223 55,244,147 Gain on contingent consideration — ( 2,402,844 ) ( 76,102 ) Impairment losses — — 7,239,514 Depreciation and amortization 4,053,258 3,698,329 4,860,788 Operating income (loss) 16,282,949 14,530,195 ( 1,228,913 ) Interest expense, net ( 1,362,683 ) ( 1,432,733 ) ( 1,583,630 ) Income (loss) from continuing operations before income taxes 14,920,266 13,097,462 ( 2,812,543 ) Income tax (expense) benefit from continuing operations ( 3,659,071 ) ( 2,639,587 ) 740,656 Income (loss) from continuing operations 11,261,195 10,457,875 ( 2,071,887 ) Income from discontinued operations: Income 1,234,996 4,570,216 4,767,103 Gain on sale 17,675,044 — — Income tax expense ( 4,810,362 ) ( 918,613 ) ( 1,253,748 ) Net income $ 25,360,873 $ 14,109,478 $ 1,441,468 Change in unrealized losses (gains) on cash flow hedges 58,331 ( 181,205 ) 122,874 Other comprehensive (gain) loss 58,331 ( 181,205 ) 122,874 Net comprehensive income $ 25,302,542 $ 14,290,683 $ 1,318,594 Net income per share - basic: Net Income from continuing operations $ 1.08 $ 1.01 $ ( 0.20 ) Net income from discontinued operations: Income 0.12 0.44 0.46 Gain on sale 1.69 — — Income tax expense ( 0.46 ) ( 0.09 ) ( 0.12 ) Net income per share - basic $ 2.43 $ 1.36 $ 0.14 Net income per share - diluted: Net Income from continuing operations $ 1.07 $ 1.00 $ (0.20) Net income from discontinued operations: Income 0.12 0.44 0.46 Gain on sale 1.69 — — Income tax expense ( 0.46 ) ( 0.09 ) ( 0.12 ) Net income per share - diluted $ 2.42 $ 1.35 $ 0.14 Weighted average shares outstanding: Basic 10,426,821 10,367,054 10,311,606 Diluted 10,472,845 10,416,610 10,338,029 Cash dividends declared per common share $ 0.60 $ 0.44 $ 0.50 The accompanying notes are an integral part of these consolidated financial statements. 42 BGSF, Inc. and Subsidiaries CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY Years ended January 1, 2023, December 26, 2021 and December 27, 2020 Common Stock Preferred Stock Shares Par Value Treasury Stock Amount Additional Paid in Capital Retained Earnings Accumulated Other Comprehensive (Loss)/Income Total Stockholders’ equity, December 29, 2019 — 10,309,236 $ 103,093 $ ( 27,318 ) $ 59,617,787 $ 8,763,428 — $ 68,456,990 Share-based compensation from continuing operations — — — — 785,723 — — 785,723 Share-based compensation from discontinued operations — — — — 63,725 — — 63,725 Issuance of restricted shares, net of 231 shares of treasury stock — 19,143 191 ( 2,132 ) ( 191 ) — — ( 2,132 ) Share issuance costs — — — — ( 10,000 ) — — ( 10,000 ) Cash dividends declared — — — — — ( 5,155,148 ) — ( 5,155,148 ) Net income — — — — — 1,441,468 — 1,441,468 Other comprehensive loss — — — — — — ( 122,874 ) ( 122,874 ) Stockholders’ equity, December 27, 2020 — 10,328,379 103,284 ( 29,450 ) 60,457,044 5,049,748 ( 122,874 ) 65,457,752 Share-based compensation from continuing operations — — — — 1,058,096 — — 1,058,096 Share-based compensation from discontinued operations — — — — 53,550 — — 53,550 Issuance of shares, net of offering costs — — — — ( 40,058 ) — — ( 40,058 ) Issuance of restricted shares, net of 610 shares of treasury stock — 64,092 640 ( 8,442 ) ( 640 ) — — ( 8,442 ) Issuance of ESPP shares — 31,776 318 — 340,133 — — 340,451 Exercise of common stock shares — 963 10 — 7,281 — — 7,291 Cash dividends declared — — — — — ( 4,567,139 ) — ( 4,567,139 ) Net income — — — — — 14,109,478 — 14,109,478 Other comprehensive gain — — — — — — 181,205 181,205 Stockholders’ equity, December 26, 2021 — 10,425,210 $ 104,252 $ ( 37,892 ) $ 61,875,406 $ 14,592,087 $ 58,331 $ 76,592,184 The accompanying notes are an integral part of these consolidated financial statements. 43 BGSF, Inc. and Subsidiaries CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (CONTINUED) Years ended January 1, 2023, December 26, 2021 and December 27, 2020 Common Stock Preferred Stock Shares Par Value Treasury Stock Amount Additional Paid in Capital Retained Earnings Accumulated Other Comprehensive (Loss)/Income Total Stockholders’ equity, December 26, 2021 — 10,425,210 $ 104,252 $ ( 37,892 ) $ 61,875,406 $ 14,592,087 $ 58,331 $ 76,592,184 Share-based compensation from continuing operations — — — — 1,084,638 — — 1,084,638 Share-based compensation from discontinued operations — — — — 7,697 — — 7,697 Transaction fees related sale of discontinued operations — — — — 35,093 — — 35,093 Issuance of shares — 254,455 2,545 — 3,337,545 — — 3,340,090 Issuance of restricted shares — 32,344 323 — ( 323 ) — — — Issuance of ESPP shares — 59,506 594 — 653,655 — — 654,249 Exercise of common stock shares — 1,000 11 — 9,711 — — 9,722 Cash dividends declared — — — — — ( 6,289,682 ) — ( 6,289,682 ) Net income — — — — — 25,360,873 — 25,360,873 Other comprehensive loss — — — — — — ( 58,331 ) ( 58,331 ) Stockholders’ equity, January 1, 2023 — 10,772,515 $ 107,725 $ ( 37,892 ) $ 67,003,422 $ 33,663,278 $ — $ 100,736,533 The accompanying notes are an integral part of these consolidated financial statements. 44 BGSF, Inc. and Subsidiaries CONSOLIDATED STATEMENTS OF CASH FLOWS Years ended January 1, 2023, December 26, 2021 and December 27, 2020 2022 2021 2020 Cash flows from operating activities Net income $ 25,360,873 $ 14,109,478 $ 1,441,468 (Income) from discontinued operations ( 1,234,996 ) ( 4,570,216 ) ( 4,767,103 ) Adjustments to reconcile net income to net cash provided by (used in) operating activities Depreciation 597,382 685,546 757,038 Amortization 3,455,876 3,012,783 4,103,750 Impairment losses — — 7,239,514 CARES Act credit — ( 2,368,049 ) — Gain on sale of discontinued operations ( 17,675,044 ) — — Loss on disposal of property and equipment 6,018 8,347 — Contingent consideration adjustment — ( 2,402,843 ) ( 76,102 ) Amortization of deferred financing fees 171,693 74,812 83,052 Interest expense on contingent consideration payable 127,550 251,705 189,650 Provision for credit losses 315,036 221,240 349,362 Share-based compensation 1,084,638 1,058,096 785,723 Deferred income taxes, net of acquired deferred tax liability 2,352,601 1,279,388 ( 2,413,019 ) Net changes in operating assets and liabilities, net of effects of acquisitions: Accounts receivable ( 14,792,950 ) ( 15,177,999 ) 5,025,576 Prepaid expenses and other current assets ( 866,424 ) ( 200,504 ) ( 855,112 ) Deposits 1,503,096 ( 126,404 ) ( 208,979 ) Other assets 660,512 319,178 ( 916,123 ) Accrued interest 170,963 24,170 5,107 Accounts payable ( 227,755 ) 156,054 ( 279,326 ) Accrued payroll and expenses 1,632,623 5,730,002 ( 1,342,377 ) Other current liabilities ( 4,549,549 ) 18,977 ( 16,565 ) Income taxes receivable and payable ( 1,201,701 ) ( 560,697 ) 3,128,729 Operating leases ( 127,416 ) ( 106,871 ) 212,663 Other long-term liabilities ( 63,398 ) ( 78,311 ) 7,232,667 Net cash (used in) provided by continuing operating activities ( 3,300,372 ) 1,357,882 19,679,593 Net cash (used in) provided by discontinued operating activities ( 3,821,951 ) 5,305,572 2,577,357 Net cash (used in) provided by operating activities ( 7,122,323 ) 6,663,454 22,256,950 Cash flows from investing activities Businesses acquired, net of cash received ( 33,940,000 ) ( 3,791,210 ) ( 22,002,109 ) Business sold 30,722,233 — — Capital expenditures ( 5,680,277 ) ( 3,203,909 ) ( 2,076,216 ) Proceeds from sale of property and equipment — 5,158 — Net cash used in continuing investing activities ( 8,898,044 ) ( 6,989,961 ) ( 24,078,325 ) Net cash used in discontinued investing activities ( 25,755 ) ( 34,505 ) ( 68,730 ) Net cash used in investing activities ( 8,923,799 ) ( 7,024,466 ) ( 24,147,055 ) The accompanying notes are an integral part of these consolidated financial statements. 45 BGSF, Inc. and Subsidiaries CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED) Years ended January 1, 2023, December 26, 2021 and December 27, 2020 2022 2021 2020 Cash flows from financing activities Net borrowings (payments) under line of credit 9,781,038 6,803,513 ( 14,367,615 ) Proceeds from issuance of long-term debt 40,000,000 — 22,500,000 Principal payments on long-term debt ( 26,862,500 ) ( 2,062,500 ) ( 1,075,000 ) Payments of dividends ( 6,289,682 ) ( 4,567,139 ) ( 5,155,148 ) ESPP shares 654,249 340,451 — Issuance of shares under the 2013 Long-Term Incentive Plan and Form S-3 registration statement, net of exercises ( 1,188 ) ( 41,209 ) ( 12,132 ) Contingent consideration paid ( 1,110,000 ) — — Deferred financing costs ( 237,899 ) — — Net cash provided by continuing financing activities 15,934,018 473,116 1,890,105 Net cash provided by discontinued financing activities — — — Net cash provided by financing activities 15,934,018 473,116 1,890,105 Net change in cash and cash equivalents ( 112,104 ) 112,104 — Cash and cash equivalents, beginning of year 112,104 — — Cash and cash equivalents, end of year $ — $ 112,104 $ — Supplemental cash flow information: Cash paid for interest $ 640,541 $ 879,219 $ 1,133,323 Cash paid for taxes, net of refunds $ 7,562,241 $ 3,675,842 $ 995,361 The accompanying notes are an integral part of these consolidated financial statements. 46 BGSF, Inc. and Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 1 - NATURE OF OPERATIONS BGSF, Inc., provides workforce solutions to a variety of industries through its various divisions in IT, Cyber, Finance & Accounting, Managed Services, and Real Estate (apartment communities and commercial buildings) (collectively, the “Company”). On February 8, 2021, the Company acquired substantially all of the assets, and assumed certain of the liabilities of Momentum Solutionz LLC (“Momentum”). See “Note 3- Acquisitions.” On March 21, 2022, the Company completed the sale of substantially all its Light Industrial segment (“InStaff”) assets to Jobandtalent (“J&T”), through the wholly-owned subsidiary, Sentech Engineering Services, Inc. Instaff's financial results for reported periods have been reflected in our Consolidated Statements of Operations and Comprehensive Income and Consolidated Statements of Cash Flows as discontinued operations. Additionally, the related assets and liabilities associated with the discontinued operations are classified as discontinued operations in the Consolidated Balance Sheets. See “Note 4 - Discontinued Operations” in the Consolidated Financial Statements included elsewhere in this report for additional information. On December 12, 2022, the Company acquired substantially all of the assets, and assumed certain of the liabilities of Horn Solutions, Inc. and Horn Solutions Dallas, LLC (collectively “Horn Solutions”). See “Note 3- Acquisitions.” The Company operates primarily within the United States of America in the Real Estate and Professional industry segments. The Real Estate segment provides office and maintenance field talent to various apartment communities and commercial buildings in 36 states and D.C., via property management companies responsible for the apartment communities' and commercial buildings' day-to-day operations. The Real Estate segment currently operates through two divisions, BG Multifamily and BG Talent. The Professional segment provides specialized talent and business consultants on a nationwide basis for information technology (“IT”), managed services, finance, accounting, legal and human resource client partner projects. The Professional segment currently operates through three divisions, IT Consulting, Managed Services, and Finance and Accounting under various trade names including Extrinsic, American Partners, Donovan & Watkins, Vision Technology Services, Zycron, Smart Resources, L.J. Kushner & Associates, EdgeRock Technology Partners, Momentum Solutionz, and Horn Solutions. NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The consolidated financial statements include the accounts of the Company. All significant intercompany transactions and balances have been eliminated in consolidation. Fiscal Year The Company has a 52/53 week fiscal year. Fiscal years for the consolidated financial statements included herein are for the 53 weeks ended January 1, 2023, and 52 weeks ended December 26, 2021, and December 27, 2020, referred to herein as Fiscal 2022, 2021, and 2020, respectively. Reclassifications Certain reclassifications have been made to the 2020 and 2021 financial statements to conform with the 2022 presentation. Management Estimates The preparation of consolidated financial statements in conformity with generally accepted accounting principles in United States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates affecting the financial statements include allowances for credit losses, goodwill, intangible assets, lease liability, contingent consideration obligations related to acquisitions, and income taxes. Additionally, the valuation of share-based 47 BGSF, Inc. and Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS compensation expense uses a model based upon interest rates, stock prices, maturity estimates, volatility and other factors. The Company believes these estimates and assumptions are reliable. However, these estimates and assumptions may change in the future based on actual experience as well as market conditions. Financial Instruments The Company uses fair value measurements in areas that include, but are not limited to, the allocation of purchase price consideration to tangible and identifiable intangible assets, contingent consideration, and interest rate swap agreements. The carrying values of cash and cash equivalents, accounts receivables, prepaid expenses, accounts payable, accrued liabilities, and other current assets and liabilities approximate their fair values because of the short-term nature of these instruments. The carrying value of bank debt approximates fair value due to the variable nature of the interest rates under the credit agreement with BMO Harris Bank, N.A. (“BMO”) that provides for a revolving credit facility, term loan and current rates available to the Company for debt with similar terms and risk. Management determined the fair value on the interest rate swap based on quoted prices from BMO. Cash and Cash Equivalents Cash and cash equivalents include all highly liquid investments with an original maturity of three months or less. Concentration of Credit Risk Concentration of credit risk is limited due to the Company’s diverse client partner base and their dispersion across many different industries and geographic locations nationwide. No single client partner accounted for more than 10% of the Company’s accounts receivable from continuing operations as of January 1, 2023 and December 26, 2021 or revenue from continuing operations in Fiscal 2022, 2021 and 2020. Geographic revenue from continuing operations in excess of 10% of the Company's consolidated revenue in Fiscal 2022 and the related percentage for Fiscal 2021 and 2020 was generated in the following areas: 2022 2021 2020 Tennessee 10 % 12 % 16 % Texas 23 % 23 % 15 % Consequently, weakness in economic conditions in these regions could have a material adverse effect on the Company’s financial position and results of future operations. Accounts Receivable The Company extends credit to its client partners in the normal course of business. Accounts receivable represents unpaid balances due from client partners. The Company maintains an allowance for credit losses for expected losses resulting from client partners’ non-payment of balances due to the Company. The Company’s determination of the allowance for uncollectible amounts is based on management’s judgments and assumptions, including general economic conditions, portfolio composition, prior loss experience, evaluation of credit risk related to certain individual client partners and the Company’s ongoing examination process. Receivables are written off after they are deemed to be uncollectible after all reasonable means of collection have been exhausted. Recoveries of receivables previously written off are recorded when received. Changes in the allowance for credit losses from continuing operations for the fiscal years are as follows: 2022 2021 Beginning balance $ 448,622 $ 492,087 Acquired allowance for credit losses - Horn Solutions 108,983 — Provision for credit losses, net 315,036 221,240 Amounts written off, net ( 315,036 ) ( 264,705 ) Ending balance $ 557,605 $ 448,622 48 BGSF, Inc. and Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Property and Equipment The Company depreciates the cost of property and equipment over the estimated useful lives of the assets using the straight-line method ranging from five to seven years . The costs of leasehold improvements are amortized over the shorter of the estimated useful life or lease term. The cost of normal maintenance and repairs is charged to operating expenses as incurred. Material expenditures that increase the life of an asset are capitalized and depreciated over the estimated remaining useful life of the asset. The cost of properties sold, or otherwise disposed of, and the related accumulated depreciation or amortization, are removed from the accounts, and any gains or losses are reflected in current operations. Deposits The Company maintains guaranteed costs policies for workers' compensation coverage in monopolistic states and minimal loss retention coverage in all other states. Under these policies, the Company is required to maintain refundable deposits of $ 2.4 million and $ 3.9 million, which are included in Deposits and other assets from continuing operations in the accompanying consolidated balance sheets, as of January 1, 2023 and December 26, 2021, respectively. Other Assets The Company capitalizes direct costs incurred cloud computing implementation costs from hosting arrangements and are reported as a component of Other assets. All other internal-use software development costs are capitalized and reported as a component of computer software within intangible assets. In Fiscal 2022, the Company added software assets of $ 2.5 million and reclassified $ 1.3 million from property and equipment related to the information technology improvement project. The Company reviews its long-lived assets, primarily fixed assets, for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recovered. The Company looks primarily to the undiscounted future cash flows in its assessment of whether or not long-lived assets have been impaired. There were no impairments with respect to long-lived assets during Fiscal 2022, 2021 or 2020. Leases The Company leases all their office space through operating leases, which expire at various dates through 2028. Many of the lease agreements obligate the Company to pay real estate taxes, insurance and certain maintenance costs, which are accounted for separately. Certain of the Company’s lease arrangements contain renewal provisions from 3 to 10 years, exercisable at the Company's option. The Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants. The Company determines if an arrangement is an operating lease at inception. Leases with an initial term of 12 months or less are not recorded on the balance sheet. All other leases are recorded on the balance sheet as right-of-use assets and lease liabilities for the lease term. Right-of-use lease assets and lease liabilities are recognized at commencement date based on the present value of lease payments over the lease term and include options to extend or terminate the lease when they are reasonably certain to be exercised. The present value of lease payments is determined primarily using the incremental borrowing rate based on the information available at lease commencement date. The Company’s operating lease expense is recognized on a straight-line basis over the lease term and is recorded in selling, general and administrative expenses. Intangible Assets The Company holds intangible assets with indefinite and finite lives. Intangible assets with indefinite useful lives are not amortized. Intangible assets with finite useful lives are amortized over their respective estimated useful lives, ranging from three to ten years , based on a pattern in which the economic benefit of the respective intangible asset is realized. Identifiable intangible assets recognized in conjunction with acquisitions are recorded at fair value. Significant unobservable inputs are used to determine the fair value of the identifiable intangible assets based on the income approach valuation model whereby the present worth and anticipated future benefits of the identifiable intangible assets are discounted back to their net present value. The Company capitalizes purchased software and internal payroll costs directly incurred in the modification of software for internal use. Software maintenance and training costs are expensed in the period incurred. 49 BGSF, Inc. and Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS The Company evaluates the recoverability of intangible assets whenever events or changes in circumstances indicate that an intangible asset’s carrying amount may not be recoverable. The Company annually evaluates the remaining useful lives of all intangible assets to determine whether events and circumstances warrant a revision to the remaining period of amortization. In the Professional segment, the Company recognized a $ 3.7 million trade name impairment loss and a $ 3.5 million client partner list impairment loss in Fiscal 2020 (see “Note 8 - Intangible Assets”). The Company determined that there were no impairment indicators for these assets in Fiscal 2022 or 2021. At the February 2023 Board of Directors meeting, management’s plan was approved to rebrand as BGSF, eliminating various current trade names. See “Note 8 - Intangible Assets”. Goodwill Goodwill represents the difference between the enterprise value/cash paid less the fair value of all recognized net asset fair values including identifiable intangible asset values in a business combination. The Company reviews goodwill for impairment annually during the fourth quarter or whenever events or changes in circumstances indicate the carrying value of goodwill may not be recoverable. The Company considered the current and expected future economic and market conditions surrounding COVID-19 and its impact on each of the reporting units. Based on annual testing, the Company has determined that there was no goodwill impairment in Fiscal 2022, 2021 or 2020. The Company first evaluates qualitative factors to determine whether it is more likely than not (that is, a likelihood of more than 50 percent) that the fair value of the reporting unit is less than its carrying amount, including goodwill. If after qualitatively assessing the totality of events or circumstances, the Company determines that it is not more likely than not that the fair value of the reporting unit is less than its carrying amount, then further testing is unnecessary. If after assessing the totality of events or circumstances, the Company determines that it is more likely than not that the fair value of the reporting unit is less than its carrying amount, the Company then estimates the fair value of the reporting unit and compares the fair value of the reporting unit with its carrying amount, including goodwill, as discussed below. In assessing whether it is more likely than not that an indefinite-lived intangible asset is impaired, the Company assesses relevant events and circumstances that could affect the significant inputs used to determine the fair value. The quantitative impairment test for an indefinite-lived intangible asset consists of a comparison of the fair value of the asset with its carrying amount. If the carrying amount of an intangible asset exceeds its fair value, a reporting unit shall recognize an impairment loss in an amount equal to that excess. The quantitative goodwill impairment test involves a two-step process. In the first step, the Company compares the fair value of each reporting unit to its carrying value. If the fair value of the reporting unit exceeds its carrying value, goodwill is not impaired and no further testing is required. If the fair value of the reporting unit is less than the carrying value, the Company must perform the second step of the impairment test to measure the amount of impairment loss. In the second step, the reporting unit's fair value is allocated to all of the assets and liabilities of the reporting unit, including any unrecognized intangible assets, in a hypothetical analysis that calculates the implied fair value of goodwill in the same manner as if the reporting unit was being acquired in a business combination. If the implied fair value of the reporting unit's goodwill is less than the carrying value, the difference is recorded as an impairment loss. Deferred Financing Fees Deferred financing fees are amortized using the effective interest method over the term of the respective loans. Debt issuance costs related to a recognized debt liability are presented in the balance sheet as a direct deduction from the carrying amount of the related debt liability. Contingent Consideration The Company has an obligation, to be paid in cash, related to an acquisition if certain operating and financial goals are met. The fair value of this contingent consideration is determined using expected cash flows and present value technique. The fair value calculation of the expected future payments uses a discount rate commensurate with the risks of the expected cash flow. The resulting discount is amortized as interest expense over the outstanding period using the effective interest method. 50 BGSF, Inc. and Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Revenue Recognition The Company derives its revenues from continuing operations in Real Estate and Professional segments. The Company provides workforce solutions and placement services. Revenues are recognized when promised services are delivered to client partners, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those services. Revenues from continuing operations as presented on the consolidated statements of operations and comprehensive income represent services rendered to client partners less sales adjustments and allowances. Reimbursements, including those related to out-of-pocket expenses, are also included in revenues, and the related amounts of reimbursable expenses are included in cost of services. The Company records revenue on a gross basis as a principal versus on a net basis as an agent in the presentation of revenues and expenses. The Company has concluded that gross reporting is appropriate because the Company (i) has the risk of identifying and hiring qualified field talent, (ii) has the discretion to select the field talent and establish their price and duties and (iii) bears the risk for services that are not fully paid for by client partners. Workforce solution revenues - Field talent revenues from contracts with client partners are recognized in the amount to which the Company has a right to invoice, when the services are rendered by the Company’s field talent. Contingent placement revenues - Any revenues associated with workforce solutions that are provided on a contingent basis are recognized once the contingency is resolved, as this is when control is transferred to the client partner, usually when employment candidates start their employment. Retained search placement revenues - Any revenues from these workforce solutions are recognized based on the contractual amount for services completed to date which best depicts the transfer of control of services, which is less than 1% of consolidated revenues. Managed services revenues - include both workforce solution revenues and fixed fee revenues from client partner contracts. Services performed represent the transfer of control to the client partner over a given period of time. Fixed fee revenues are recognized in equal amounts at fixed intervals as promised services are delivered. Contracts generally include an enforceable right to payment for services provided to date. The Company estimates the effect of placement candidates who do not remain with its client partners through the guarantee period (generally 90 days) based on historical experience. Allowances, recorded as a liability, are established to estimate these losses. Fees to client partners are generally calculated as a percentage of the new worker’s annual compensation. No fees for placement workforce solutions are charged to employment candidates. These assumptions determine the timing of revenue recognition for the reported period. Refer to Note 19 for disaggregated revenues by segment. Payment terms in the Company's contracts vary by the type and location of its client partner and the workforce solutions offered. The term between invoicing and when payment is due is not significant. There were no unsatisfied performance obligations as of January 1, 2023. There were no revenues recognized during Fiscal 2022 related to performance obligations satisfied or partially satisfied in previous periods. There are no contract costs capitalized. The Company did not recognize any contract impairments during Fiscal 2022. Advertising The Company recognizes advertising expense in selling, general and administrative expenses as the services are incurred. Total advertising expense from continuing operations for Fiscal 2022, 2021 and 2020 was $ 1.8 million, $ 1.3 million, and $ 1.6 million, respectively. Share-Based Compensation The Company recognizes compensation expense in selling, general and administrative expenses over the service period for options or restricted stock that are expected to vest and records adjustments to compensation expense at the end of the service period if actual forfeitures differ from original estimates. 51 BGSF, Inc. and Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Earnings Per Share Basic earnings per common share are computed by dividing net income by the weighted average number of common shares outstanding during the period. Diluted earnings per share is calculated by dividing income available to common stockholders by the weighted average number of common shares outstanding during the period adjusted to reflect potentially dilutive securities. Antidilutive shares are excluded from the calculation of earnings per share. The following is a reconciliation of the number of shares used in the calculation of basic and diluted earnings per share for the respective periods: January 1, 2023 December 26, 2021 December 27, 2020 Weighted-average number of common shares outstanding: 10,426,821 10,367,054 10,311,606 Effect of dilutive securities: Stock options and restricted stock 46,024 49,556 26,423 Weighted-average number of diluted common shares outstanding 10,472,845 10,416,610 10,338,029 Stock options and restricted stock 359,650 401,450 423,350 Warrants — — 25,862 Convertible note 255,140 — — Antidilutive shares 614,790 401,450 449,212 Income Taxes The current provision for income taxes represents estimated amounts payable or refundable on tax returns filed or to be filed for the year. The Company recognizes any penalties when necessary as part of selling, general and administrative expenses. As of January 1, 2023, goodwill of $ 50.4 million, which is limited annually, is expected to be deductible for tax purposes. Deferred tax assets and liabilities are recorded for the estimated future tax effects of temporary differences between the tax basis of assets and liabilities and amounts are classified as noncurrent in the consolidated balance sheets. Deferred tax assets are also recognized for net operating loss and tax credit carryovers. The overall change in deferred tax assets and liabilities for the period measures the deferred tax expense or benefit for the period. Effects of changes in enacted tax laws on deferred tax assets and liabilities are reflected as adjustments to tax expense in the period of enactment. As of January 1, 2023, the Company has a $ 3.9 million net operating loss carry forward from the 2020 EdgeRock acquisition with no expiration date. These net operating losses are subject to an annual Internal Revenue Code Section 382 limitation of $ 1.3 million. When appropriate, the Company will record a valuation allowance against net deferred tax assets to offset future tax benefits that may not be realized. In determining whether a valuation allowance is appropriate, the Company considers whether it is more likely than not that all or some portion of our deferred tax assets will not be realized, based in part upon management’s judgments regarding future events and past operating results. The Company believes that it is more likely than not that all deferred tax assets will be realized and thus, believes that a valuation allowance is not required as of January 1, 2023 or December 26, 2021. The Company follows the guidance of Accounting Standards Codification (“ASC”) Topic 740, Accounting for Uncertainty in Income Taxes. ASC Topic 740 prescribes a more-likely-than-not measurement methodology to reflect the financial statement impact of uncertain tax positions taken or expected to be taken in a tax return. Recent Accounting Pronouncements In August 2020, the Financial Accounting Standards Board (“FASB”) issued ASU 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging— Contracts in Entity’s Own Equity (Subtopic 815-40) ("ASU 2020-06"). The new standard eliminates the cash conversion and beneficial conversion feature models that previously required separate accounting for conversion features. Entities that had those conversion features will report less interest expense as those conversion features were recorded as debt discounts which were amortized over the term of the debt. In addition, ASU 2020-06 requires the application of the if-converted method when calculating diluted earnings per share. Under the new standard, the conversion of debt that is accounted for as a liability in its entirety will not result in any gain or loss if the conversion feature is exercised according to the original conversion terms. If those terms allowed the issuer to include cash as 52 BGSF, Inc. and Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS part of the settlement of the conversion feature, the issuer will first reduce the carrying amount of the convertible debt, including any unamortized premium, discount or issuance costs, by the value of the cash or other assets transferred and then recognize the remaining carrying value of the debt in the capital accounts. ASU 2020-06 was effective for fiscal years beginning after December 15, 2021. The Company adopted this ASU in Fiscal 2022, which did not have a material impact on the consolidated financial statements. NOTE 3 - ACQUISITIONS Momentum Solutionz On February 8, 2021, the Company acquired substantially all of the assets and assumed certain liabilities of Momentum Solutionz LLC (“Momentum”) for a purchase price of $ 3.8 million cash, subject to customary purchase price adjustments as specified in the purchase agreement. The purchase agreement further provides for contingent consideration of up to $ 2.2 million based on the performance of the acquired business for the two years following the date of acquisition. As of January 1, 2023, contingent consideration of $ 1.1 million has been paid. At closing, the purchase price was paid out of currently available funds under the Company’s credit agreement led by BMO. The purchase agreement contained a provision for a “true up” of acquired working capital 60 days after the closing date, which was not material. The acquired business was assigned to the Professional segment. The acquisition of Momentum allows the Company to strengthen its operations in IT consultants and technology professionals. Momentum provides IT consulting and managed workforce solutions for organizations utilizing ERP systems. The IT consulting workforce solutions include strategic planning, software selection, road mapping, cloud migration, and implementation of ERP systems. The IT managed workforce solutions include optimization and maintenance of ERP systems. Momentum provides workforce solutions to clients throughout the United States in a variety of industries, including but not limited to hospitals, retail, universities and mid-size businesses. The 2020 consolidated statement of operations does not include any operating results of Momentum. The Fiscal 2021 Momentum operations included forty-seven weeks for approximately $ 3.5 million of revenue and of $ 0.7 million operating income. All amounts recorded to goodwill are expected to be deductible for tax purposes. The acquisition has been allocated to the assets acquired and liabilities assumed as of the date of acquisition as follows: Accounts receivable $ 345,121 Prepaid expenses and other assets 3,626 Property plant and equipment, net 5,101 Intangible assets 3,347,970 Goodwill 2,089,823 Liabilities Assumed ( 73,708 ) Total net assets acquired $ 5,717,933 Cash 3,791,210 Fair value of contingent consideration 1,926,723 Total fair value of consideration transferred for acquired business $ 5,717,933 The allocation of the intangible assets is as follows: Estimated Fair Value Estimated Useful Lives Covenants not to compete $ 37,800 5 years Trade name 1,420,000 Indefinite Client partner list 1,890,170 10 years Total $ 3,347,970 The Company incurred costs of approximately $ 0.2 million related to the Momentum acquisition. These costs were expensed as incurred in selling, general and administrative expenses. 53 BGSF, Inc. and Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Horn Solutions On December 12, 2022, the Company acquired substantially all of the assets, and assumed certain of the liabilities, of Horn Solutions. The purchase price of $ 42.7 million was paid at closing with $ 33.9 million in cash and $ 3.4 million of the Company common stock ( 254,455 shares of the Company common stock privately placed under Section 4(a)(2) of the Securities Act of 1933, as amended, based upon the volume weighted average closing price of the Company’s shares for the ten business days prior to closing), as well as a two-year convertible promissory note of $ 4.4 million with an annual interest rate of 6 %, with accrued and unpaid interest to be paid quarterly. The promissory note is convertible into shares of the Company common stock at any time after the one-year anniversary of the promissory note at a conversion price equal to $ 17.12 per share. The promissory note is subordinate to the Company’s senior debt. An additional portion of the purchase price, $ 1.0 million in cash, was held back as partial security for a post-closing purchase price adjustment, which is expected to fund in March 2023. The asset purchase agreement contains a provision for a “true up” of acquired working capital within 120 days after the closing date. The purchase price at closing was paid out of funds under the Company's credit agreement led by BMO, see “Note 12 - Debt”. The acquired business was assigned to the Professional segment. The acquisition of Horn Solutions allows the Company to strengthen and expand its finance and accounting operations across the country by providing consulting, project loan staff, interim staff, direct hire, and managed services through three complementary business units, strategic accounting and finance, information technology, and transactional accounting and office staffing. Horn Solutions provides services to clients in a variety of industries including, but not limited to energy, financial services, healthcare, real estate and construction, service, manufacturing, and software industries. The 2021 and 2020 consolidated statements of operations do not include any operating results of Horn Solutions. The Fiscal 2022 consolidated statement of operations and comprehensive income includes three weeks of Horn Solutions operations, which is approximately $ 1.4 million of revenue and zero operating income. The purchase price has been allocated to the assets acquired and liabilities assumed as of the date of acquisition as follows: Accounts receivable $ 3,733,515 Prepaid expenses and other assets 117,767 Property and equipment 83,234 Right-of-use asset - operating leases 1,528,073 Intangible assets 13,926,585 Goodwill 26,051,018 Current liabilities assumed ( 1,786,715 ) Lease liability - operating leases ( 1,528,073 ) Total net assets acquired $ 42,125,404 Cash $ 33,940,000 Hold back (included in Other current liabilities) 1,000,000 Convertible Note 4,368,000 Common stock 3,351,000 Working capital adjustment ( 533,596 ) Total fair value of consideration transferred for acquired business $ 42,125,404 The allocation of the intangible assets is as follows: Estimated Fair Value Estimated Useful Lives Covenants not to compete $ 50,000 5 years Client partner list 13,876,585 10 years Total $ 13,926,585 The Company incurred costs of $ 0.3 million related to the Horn Solutions acquisition. These costs were expensed as incurred in selling, general and administrative expenses. 54 BGSF, Inc. and Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Supplemental Unaudited Pro Forma Information The Company estimates the revenues and net income from continuing operations for the periods below that would have been reported if the Momentum and Horn Solutions acquisitions had taken place on the first day of the Company's Fiscal 2021 would be as follows (dollars in thousands, except per share amounts): 2022 2021 Revenues $ 326,798 $ 262,398 Gross profit $ 116,781 $ 91,073 Net income $ 11,106 $ 8,997 Net income per share: Basic $ 1.06 $ 0.87 Diluted $ 1.05 $ 0.86 Pro forma net income from continuing operations includes amortization of identifiable intangible assets, interest expense on additional borrowings on the Revolving Facility related to Momentum and the New Term Loan related to Horn Solutions (see “Note 12 - Debt”) at a rate of 4.3 % in 2022 and 2.3 % in 2021 and tax expense of the pro forma adjustments at an effective tax rate of 23.1 % for Fiscal 2022 and 20.2 % for Fiscal 2021. The pro forma operating results include adjustments to Momemtum and Horn Solutions related to synergy adjustments for expenses that would be duplicative and other non-recurring, non-operating and out of period expense items once integrated with the Company. Amounts set forth above are not necessarily indicative of the results that would have been attained had the Momentum and Horn Solutions acquisitions taken place on the first day of Fiscal 2021 or of the results that may be achieved by the combined enterprise in the future. NOTE 4 – DISCONTINUED OPERATIONS On March 21, 2022, the Company sold substantially all of the assets and certain liabilities of InStaff to Sentech Engineering Services, Inc. (“Sentech”) for a sale price of approximately $ 30.3 million cash, subject to customary sales price and working capital adjustments specified in the purchase agreement, which were received in the amount of $ 0.6 million in October 2022. The purchase agreement further provides for deferred consideration of $ 2 million one year following the date of the acquisition, which is included in Other current assets, see “Note 5 - Other Current Assets”. The sale resulted in a pre-tax gain on sale of discontinued operations of $ 17.7 million. The Company provided certain back-office services to Sentech through February 2023. The InStaff financial results for periods prior to the sale have been reflected in our Consolidated Statements of Operations and Comprehensive Income and Consolidated Statements of Cash Flows as discontinued operations. Additionally, the related assets and liabilities associated with the discontinued operations in the periods presented are classified as discontinued operations in our Consolidated Balance Sheets. The financial results of InStaff are as follows (dollars in thousands): Fiscal Year 2022 2021 2020 Revenue $ 16,465 $ 71,292 $ 70,765 Cost of services 14,144 60,948 60,585 Gross profit 2,321 10,344 10,180 Selling expenses 1,062 5,684 5,314 Depreciation 24 90 99 Income from operations of discontinued operations before gain on sale and income taxes $ 1,235 $ 4,570 $ 4,767 55 BGSF, Inc. and Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 26, 2021 Carrying amount of assets included as part of discontinued operations: Accounts receivable $ 7,198 Property and equipment, net 201 Deposits 36 Right-of-use assets - operating leases 303 Intangible assets, net 1,648 Goodwill 5,025 Total assets classified as discontinued operations $ 14,411 Carrying amount of liabilities included as part of discontinued operations: Accrued payroll and expenses $ 1,129 Lease liability, current portion 133 Lease liability, less current portion 190 Total liabilities classified as discontinued operations $ 1,452 NOTE 5 - OTHER CURRENT ASSETS Other current assets as of January 1, 2023 and December 26, 2021 consist of the following: 2022 2021 CARES Act receivable $ 2,368,049 $ 2,368,049 Deferred consideration 2,000,000 — Income tax receivable 1,667,235 — Horn Solutions working capital adjustment 533,596 — Workers' compensation deposit refund receivable 448,155 — Due from Sentech 410,771 — Other 31,389 13,148 $ 7,459,195 $ 2,381,197 CARES Act Receivable The Employee Retention Credit (“ERC”) ERC was established by the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”). The CARES Act allows relief to businesses affected by the coronavirus pandemic, by providing payment to employers for qualified wages and health insurance benefits for team members. The CARES Act applies to taxes incurred from March 27, 2020, through the second quarter of 2021. NOTE 6 - PROPERTY AND EQUIPMENT, NET Property and equipment as of January 1, 2023 and December 26, 2021 consist of the following: 2022 2021 Leasehold improvements $ 1,397,316 $ 1,384,009 Furniture and fixtures 1,505,709 1,401,015 Computer systems 4,077,083 5,839,675 6,980,108 8,624,699 Accumulated depreciation ( 4,898,993 ) ( 4,293,647 ) Property and equipment, net $ 2,081,115 $ 4,331,052 Total depreciation expense from continuing operations in Fiscal 2022, 2021 and 2020 was $ 0.6 million, $ 0.7 million, and $ 0.8 million, respectively. In Fiscal 2022, the Company added software assets of $ 1.4 million and reclassed $ 1.3 million to Other assets and $ 1.9 million to Intangible assets related to the information technology improvement project. 56 BGSF, Inc. and Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 7 - LEASES The Company's future continuing operating lease obligations that have not yet commenced are immaterial. Short-term leases were immaterial. Supplemental information related to leases consisted of the following (dollars in thousands): Fiscal Year 2022 2021 2020 Weighted average remaining lease term of operation leases 3.3 years 2.7 years 3.5 years Weighted average discount rate for continuing operating leases 5.2 % 5.0 % 4.9 % Cash paid for continuing operating leases $ 2,115 $ 2,136 $ 1,987 Continuing operating lease expense $ 1,887 $ 1,907 $ 1,859 The undiscounted annual future minimum lease payments of continuing operations consist of the following at: January 1, 2023 2023 $ 2,042,792 2024 1,538,403 2025 805,455 2026 401,920 2027 379,132 Thereafter 168,333 Total lease payment 5,336,035 Interest ( 445,354 ) Present value of lease liabilities $ 4,890,681 NOTE 8 - INTANGIBLE ASSETS Finite and indefinite lived intangible assets from continuing operations consist of the following at: January 1, 2023 Gross Value Accumulated Amortization Net Carrying Value Finite lives: Client partner lists $ 58,609,423 $ 38,227,373 $ 20,382,050 Covenant not to compete 2,391,385 1,886,225 505,160 Computer software 7,207,568 3,086,933 4,120,635 68,208,376 43,200,531 25,007,845 Indefinite lives: Trade names 23,977,000 1,432,434 22,544,566 Total $ 92,185,376 $ 44,632,965 $ 47,552,411 57 BGSF, Inc. and Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 26, 2021 Gross Value Accumulated Amortization Net Carrying Value Finite lives: Client partner lists $ 44,732,838 $ 36,112,796 $ 8,620,042 Covenant not to compete 2,341,385 1,663,444 677,941 Computer software 3,594,313 1,851,952 1,742,361 50,668,536 39,628,192 11,040,344 Indefinite lives: Trade names 23,977,000 1,432,434 22,544,566 Total $ 74,645,536 $ 41,060,626 $ 33,584,910 Estimated future amortization expense from continuing operations for the next five years and thereafter is as follows: Fiscal Years Ending: 2023 $ 6,563,709 2024 5,442,478 2025 4,017,497 2026 2,882,030 2027 2,329,279 Thereafter 3,772,852 Total $ 25,007,845 Total amortization expense from continuing operations for Fiscal 2022, 2021 and 2020 was $ 3.5 million, $ 3.0 million and $ 4.1 million, respectively. In Fiscal 2022, the Company added software assets of $ 1.7 million and reclassified $ 1.9 million from property and equipment related to the information technology improvement project. At the February 2023 Board of Directors meeting, management’s plan was approved to rebrand as BGSF, eliminating various current trade names. $ 22.5 million in trade name assets, which will be written off in 2023. Since the trade name asset has an indefinite life, the carrying value is not amortized. Thus, the impairment will have no cash impact. NOTE 9 - GOODWILL The changes in the carrying amount of goodwill from continuing operations as of and during the years ended were as follows at: Real Estate Professional Total December 27, 2020 $ 1,073,755 $ 25,978,305 $ 27,052,060 Additions from acquisitions — 2,089,823 2,089,823 December 26, 2021 1,073,755 28,068,128 29,141,883 Additions from acquisitions — 26,051,018 26,051,018 January 1, 2023 $ 1,073,755 $ 54,119,146 $ 55,192,901 58 BGSF, Inc. and Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 10 - ACCRUED PAYROLL AND EXPENSES AND CONTINGENT CONSIDERATION Accrued payroll and expenses from continuing operations consist of the following at: January 1, 2023 December 26, 2021 Field talent payroll $ 6,923,137 $ 6,042,341 Field talent payroll related 940,849 1,310,918 Accrued bonuses and commissions 5,740,394 4,522,723 Other 5,566,414 4,277,938 Accrued payroll and expenses $ 19,170,794 $ 16,153,920 At December 26, 2021, Other current liabilities includes $ 3.5 million of deferred employer FICA. Under CARES Act, employers affected by the coronavirus epidemic were allowed relief from the payment of employer FICA taxes. The CARES Act only applies to taxes incurred from March 27, 2020 through December 31, 2020. The second half of the delayed payments were paid by December 31, 2022. The following is a schedule of future estimated contingent consideration payments from continuing operations as of January 1, 2023: Estimated Cash Payment Discount Net Due in: Less than one year $ 1,110,000 $ ( 28,940 ) $ 1,081,060 NOTE 11 - INCOME TAXES At January 1, 2023, federal income tax receivable of $ 1.7 million is included in Other current assets from continuing operations, see “Note 5 - Other Current Assets,” and state income tax payable of $ 0.3 million is included in Income taxes payable from continuing operations. At December 26, 2021, federal and state income tax payable of $ 0.4 million is included in Income taxes payable from continuing operations. The Company's income tax expense for the fiscal years are comprised of the following: 2022 2021 2020 Current federal income tax $ 589,528 $ 594,483 $ 752,397 Current state income tax 716,942 765,716 919,966 Deferred income tax (benefit) 2,352,601 1,279,388 ( 2,413,019 ) Income tax expense (benefit) from continuing operations 3,659,071 2,639,587 ( 740,656 ) Income tax expense from discontinued operations 4,810,362 918,613 1,253,748 Income tax expense $ 8,469,433 $ 3,558,200 $ 513,092 59 BGSF, Inc. and Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Significant components of the Company’s deferred income taxes from continuing operations are as follows at: January 1, 2023 December 26, 2021 Deferred tax assets: Allowance for credit losses $ 127,430 $ 103,609 Goodwill and intangible assets 786,455 996,763 Accrued payroll and expenses 404,050 207,600 Contingent consideration 271,130 535,687 Other long-term liabilities (deferred employer FICA) — 1,843,081 Share-based compensation 503,961 452,029 Net operating loss carry forward 984,902 1,356,294 Deferred tax liabilities: Prepaid expenses and other current assets ( 579,593 ) ( 579,027 ) Fixed assets ( 302,651 ) ( 367,751 ) Deferred income taxes, net $ 2,195,684 $ 4,548,285 The income tax provision, reconciled to the tax computed at the statutory federal rate, is as follows: 2022 2021 2020 Tax expense (benefit) at federal statutory rate $ 3,133,256 21.0 % $ 2,750,467 21.0 % $ ( 590,634 ) 21.0 % State income taxes, net of federal benefit 794,554 5.3 % 1,100,072 8.4 % 96,269 ( 3.4 ) % Equity, permanent differences and other 178,493 1.2 % ( 503,123 ) ( 3.9 ) % 239,020 ( 8.5 ) % Work Opportunity Tax Credit, net ( 447,232 ) ( 3.0 ) % ( 707,829 ) ( 5.4 ) % ( 485,311 ) 17.3 % Income tax expense (benefit) from continuing operations 3,659,071 24.5 % 2,639,587 20.1 % ( 740,656 ) 26.4 % Income tax expense from discontinued operations 4,810,362 24.5 % 918,613 20.1 % 1,253,748 26.4 % Income tax expense $ 8,469,433 24.5 % $ 3,558,200 20.1 % $ 513,092 26.4 % NOTE 12 - DEBT On July 16, 2019, the Company entered into a Credit Agreement (the “Credit Agreement”), maturing July 16, 2024, led by BMO, as lead administrative agent, lender, letters of credit issuer, and swing line lender. The Credit Agreement provides for a revolving facility (the “Revolving Facility”) permitting the Company to borrow funds from time to time in an aggregate amount up to $ 35 million. The Credit Agreement also provided for a term loan commitment (the “Term Loan”) permitting the Company to borrow funds from time to time in an aggregate amount not to exceed $ 30 million with principal payable quarterly, based on an annual percentage of the original principal amount as defined in the Credit Agreement, all of which has been funded. The Company also had the option to request an increase in in the aggregate Term Loan by $ 40 million, which was done in connection with the Horn Solutions acquisition. The Credit Agreement bore interest either at the Base Rate plus the Applicable Margin or LIBOR plus the Applicable Margin through August 17, 2022 (as such terms are defined in the Credit Agreement). The Company pays an unused commitment fee on the daily average unused amount of Revolving Facility. On February 8, 2021, the Company borrowed $ 3.8 million on the Revolving Facility in conjunction with the closing of the Momentum acquisition. On March 21, 2022, the Company paid down the balance on the existing Term Loan and a portion of the Revolving Facility using the proceeds from the sale of InStaff (See “Note 4 - Discontinued Operations”). On August 18, 2022, the Company entered into an amendment to the Credit Agreement with BMO to temporarily increase the Revolving Facility to $ 60 million for a period of ninety days and change the interest rate component from LIBOR to the Secured Overnight Financing Rate (“SOFR”). In connection with the Horn Solutions acquisition on December 12, 2022 (See “Note 3 - Acquisitions”), the Company borrowed $ 40 million, as noted above, pursuant to a second amendment to the Credit Agreement (“Second Credit 60 BGSF, Inc. and Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Amendment”). The Company’s obligations under the Second Credit Amendment are secured by a first priority security interest in substantially all tangible and intangible property of the Company and its subsidiaries. The Second Credit Amendment bears interest either at the Base Rate plus the Applicable Margin or Adjusted Term SOFR plus the Applicable Margin (as such terms are defined in the Second Credit Amendment), with 2.5 % of the original principal balance of the New Term Loan payable on the last business day of each quarter, beginning on March 31, 2023. The Second Credit Amendment contains customary affirmative and negative covenants. The Company is subject to a maximum Leverage Ratio and a minimum Fixed Charge Coverage Ratio as defined in the Second Credit Amendment. The Company was in compliance with these covenants as of January 1, 2023. Letter of Credit In March 2020, in conjunction with the 2020 EdgeRock acquisition, the Company entered into a standby letter of credit arrangement, which expires December 31, 2024, for purposes of protecting a lessor against default on lease payments. As of January 1, 2023, the Company had a maximum financial exposure from this standby letter of credit totaling $ 0.1 million, all of which is considered usage against the Revolving Facility. The Company has no history of default, nor is it aware of circumstances that would require it to perform under, any of these arrangements and believes that the resolution of any disputes thereunder that might arise in the future would not materially affect the Company's consolidated financial statements. Accordingly, no liability has been recorded in respect to these arrangements as of January 1, 2023. Line of Credit At January 1, 2023 and December 26, 2021, $ 22.6 million and $ 12.8 million, respectively, was outstanding on the revolving facilities. Average daily balance for Fiscal 2022, 2021 and 2020 was $ 18.4 million, $ 9.9 million, and $ 11.7 million, respectively. Borrowings under the revolving facilities consisted of and bore interest at: January 1, 2023 December 26, 2021 Base Rate $ 2,561,892 8.25 % $ 2,780,855 4.50 % SOFR 20,000,000 6.45 % — — % LIBOR — — % 10,000,000 2.35 % Total $ 22,561,892 $ 12,780,855 Long-Term Debt Long-term debt consisted of and bore interest at: January 1, 2023 December 26, 2021 Base Rate $ — — % $ 2,237,500 2.35 % Fixed rate — — % 24,625,000 2.39 % SOFR 40,000,000 6.72 % — — % Long-term debt $ 40,000,000 $ 26,862,500 Maturities on the Revolving Facility with BMO and long-term debt from continuing operations as of January 1, 2023, are as follows: Fiscal: 2023 $ 4,000,000 2024 58,561,892 62,561,892 Less deferred finance fees ( 259,469 ) Total, net $ 62,302,423 61 BGSF, Inc. and Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Cash Flow Hedge In April 2020, the Company entered into a pay-fixed/receive-floating interest rate swap agreement with our bank syndicate led by BMO that reduces the floating interest rate component on the Term Loan obligation. The $ 25.0 million notional amount was designed as a cash flow hedge on the underlying variable rate interest payments against a fixed interest rate. In accordance with cash flow hedge accounting treatment, the Company had determined that the hedge was perfectly effective using the change-in-variable-cash-flow method. On March 21, 2022, the Company paid down the balance on the existing Term Loan containing the $ 25.0 million notional amount, which cancelled the pay-fixed/receive-floating interest rate swap agreement. The unrealized gains or losses associated with the change in the fair value of the effective portion of the hedging instrument was recorded in accumulated other comprehensive income or loss. The Company reclassified the interest rate swap from accumulated other comprehensive gain or loss against interest expense in the same period in which the hedge transaction affected earnings. As of January 1, 2023, these amounts have been removed from Other long-term assets (See “Note 13 - Fair Value Measurements”). Convertible Note At January 1, 2023, the Company has a two-year convertible promissory note of $ 4.4 million due to the seller with an annual interest rate of 6 %, with accrued and unpaid interest to be paid quarterly related to the Horn Solutions acquisition on December 12, 2022 (See “Note 3 - Acquisitions”). The promissory note is convertible into shares of our common stock at any time after the one-year anniversary of the promissory note at a conversion price equal to $ 17.12 per share. The promissory note is subordinate to the Company’s senior debt. NOTE 13 - FAIR VALUE MEASUREMENTS The accounting standard for fair value measurements defines fair value and establishes a market-based framework or hierarchy for measuring fair value. The standard is applicable whenever assets and liabilities are measured at fair value. The fair value hierarchy established prioritizes the inputs used in valuation techniques into three levels as follows: Level 1 - Observable inputs - quoted prices in active markets for identical assets and liabilities; Level 2 - Observable inputs other than the quoted prices in active markets for identical assets and liabilities - includes quoted prices for similar instruments, quoted prices for identical or similar instruments in inactive markets, and amounts derived from valuation models where all significant inputs are observable in active markets, for substantially the full term of the financial instrument; and Level 3 - Unobservable inputs - includes amounts derived from valuation models where one or more significant inputs are unobservable and require us to develop relevant assumptions. The following table summarizes the financial assets and liabilities measured at fair value on a recurring basis and the level they fall within the fair value hierarchy: Amounts Recorded at Fair Value Financial Statement Classification Fair Value Hierarchy January 1, 2023 December 26, 2021 Interest rate swap Other long-term assets Level 2 $ — $ 58,331 Convertible note Convertible note Level 2 $ 4,368,000 $ — Contingent consideration, net Contingent consideration, net - current and long-term Level 3 $ 1,081,060 $ 2,063,509 The changes in the Level 2 fair value measurements from December 26, 2021 to January 1, 2023 relate to the convertible note of $ 4.4 million on the Horn acquisition and to the cancellation of the interest rate swap agreement. Key inputs in determining the fair value of the convertible note was the interest rate of 6 % and the interest rate swap as of December 26, 2021 were quoted prices from BMO. The changes in the Level 3 fair value measurements from December 26, 2021 to January 1, 2023 relates primarily to payments of $ 1.1 million on the Momentum acquisition, partially offset by $ 0.1 million in accretion. Key inputs in determining the fair 62 BGSF, Inc. and Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS value of the contingent consideration as of January 1, 2023 and December 26, 2021 included discount rates of approximately 9 % as well as management's estimates of future sales volumes and earnings before interest, income taxes, depreciation, and amortization (“EBITDA”). NOTE 14 - CONTINGENCIES The Company is engaged from time to time in legal matters and proceedings arising out of its normal course of business. The Company establishes a liability related to its legal proceedings and claims when it has determined that it is probable that the Company has incurred a liability and the related amount can be reasonably estimated. If the Company determines that an obligation is reasonably possible, the Company will, if material, disclose the nature of the loss contingency and the estimated range of possible loss, or include a statement that no estimate of the loss can be made. The Company insures against, subject to and upon the terms and conditions of various insurance policies, claims or losses from workers’ compensation, general liability, automobile liability, property damage, professional liability, employment practices, fiduciary liability, fidelity losses, crime and cyber risk, and director and officer liability. Under the Company's bylaws, the Company’s directors and officers are indemnified against certain liabilities arising out of the performance of their duties to the Company. The Company also has an insurance policy for our directors and officers to insure them against liabilities arising from the performance of their positions with the Company or its subsidiaries. The Company has also entered into indemnification agreements with its directors and certain officers. Employment Agreements The CEO’s employment agreement was effective as of October 1, 2018 and the agreement remains in effect under successive one-year extensions unless terminated pursuant to its terms. In the event that her employment is terminated by the Company without cause or by her for good reason, she will be entitled to (i) twelve months of base salary, (ii) accrued bonus, and (iii) eighteen months of COBRA premiums for her and her dependents, grossed-up for federal income taxes. Additionally, she will become 100% vested in any awards outstanding under the Company's 2013 Long-Term Incentive Plan, as amended, (“2013 Plan”) or similar plan. Should there be a sale of the Company that results in the termination of her employment or a material adverse change in her duties and responsibilities, she will be entitled to all of the amounts listed above, however, base salary shall equal eighteen months. The CFO’s employment agreement was effective as of October 1, 2018 and the agreement remains in effect under successive one-year extensions unless terminated pursuant to its terms. In the event that his employment is terminated by the Company without cause or by him for good reason, he will be entitled to (i) twelve months of base salary, (ii) accrued bonus, and (iii) eighteen months of COBRA premiums for him and his dependents, grossed-up for federal income taxes. Additionally, he will become 100% vested in any awards outstanding under the 2013 Plan or similar plan. Should there be a sale of the Company that results in the termination of his employment or a material adverse change in his duties and responsibilities, he will be entitled to all of the amounts listed above, however, base salary shall equal eighteen months. See “Note 21 - Subsequent Events.” NOTE 15 - EQUITY Authorized capital stock consists of 19,500,000 shares of common stock, par value $ 0.01 per share and 500,000 shares of undesignated preferred stock, par value $ 0.01 per share. Restricted Stock The Company issued net restricted common stock of 32,344 and 64,092 shares to team members and non-team member (non-employee) directors in Fiscal 2022 and Fiscal 2021, respectively. The restricted shares of $ 0.01 par value per share were issued under the 2013 Plan and contain a three-year service condition. The restricted stock constitutes issued and outstanding shares of the Company’s common stock, except for the right of disposal, for all purposes during the period of restriction including voting rights and dividend distributions. In connection with the vesting portions of the restricted stock, the Company repurchased 610 , and 231 shares of company stock, or treasury stock, to satisfy the withholding obligation in connection with the vesting of a portion of the restricted stock for Fiscal 2021, and 2020, respectively. No treasury stock was repurchased in 2022. Treasury stock is accounted for under the cost method whereby the entire cost of the acquired stock is recorded. 63 BGSF, Inc. and Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 16 - SHARE-BASED COMPENSATION Stock Options In December 2013, the board of directors adopted the original 2013 Plan. Under the original 2013 Plan team members, directors and consultants of the Company may receive incentive stock options and other awards. To the extent any option or award expires unexercised or is canceled, terminated or forfeited in any manner without the issuance of common stock thereunder, such shares shall again be available for issuance under the original 2013 Plan. As of January 1, 2023, a total of 1,012,967 shares remain available for issuance under the 2013 Plan. The term of each option is determined by the board of directors but cannot exceed 10 years. Unless otherwise specified in an option agreement, options vest and become exercisable on the following schedule: 20 % immediately and 20 % on each anniversary date of the grant date. Each option shall be designated as an incentive stock option (“ISO”) or a non-qualified option (“NQO”). The exercise price of an ISO shall not be less than the fair market value of the stock covered by the ISO at the grant date; provided, however, the exercise price of an ISO granted to any person who owns, directly or indirectly, stock of the Company constituting more than 10% of the total combined voting power of all classes of outstanding stock of the Company or of any affiliate of the Company, shall not be less than 110% of such fair market value. The fair value of each option award was estimated on the date of grant using a Black-Scholes option pricing model and the assumptions in the following table. Because this option valuation model incorporates ranges of assumptions for inputs, those ranges are disclosed below. The Company bases the estimate of expected volatility on the historical volatilities of the Company for a period equal to the expected life of the option. The risk-free rate for periods within the expected term of the option is based on the U.S. Treasury yield curve in effect at the time of grant. The Company expects to use historical data to estimate team member termination within the valuation model; separate groups of team members that have similar historical termination behavior are considered separately for valuation purposes. The Company believes these estimates and assumptions are reasonable. However, these estimates and assumptions may change in the future based on actual experience as well as market conditions. For Fiscal 2022, 2021 and 2020, the Company recognized $ 0.7 million, $ 0.6 million and $ 0.5 million of compensation expense from continuing operations related to stock awards, respectively. Unamortized share-based compensation expense from continuing operations as of January 1, 2023 amounted to $ 0.9 million which is expected to be recognized over the next 2.7 years. The following assumptions were used to estimate the fair value of stock options for the years ended: 2022 2021 2020 Weighted-average fair value of awards $ 5.17 $ 4.91 $ 4.60 Weighted-average risk-free interest rate 2.7 % 0.8 % 0.4 % Weighted-average dividend yield $ 0.54 $ 0.35 $ 0.96 Weighted-average volatility factor 54.6 % 53.3 % 53.6 % Weighted-average expected life 10.0 yrs 10.0 yrs 10.0 yrs 64 BGSF, Inc. and Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS A summary of stock option activity is presented as follows: Number of Shares Weighted Average Exercise Price Per Share Weighted Average Remaining Contractual Life Total Intrinsic Value of Options (in thousands) Awards outstanding at December 29, 2019 564,845 $ 18.90 7.7 $ 2,412 Granted 93,610 $ 10.28 Forfeited / Canceled ( 5,800 ) $ 22.22 Awards outstanding at December 27, 2020 652,655 $ 17.63 7.1 $ 665 Granted 116,374 $ 11.57 Exercised ( 1,350 ) $ 9.72 Forfeited / Canceled ( 72,350 ) $ 15.01 Awards outstanding at December 26, 2021 695,329 $ 16.91 6.7 $ 665 Granted 164,000 $ 12.87 Exercised ( 1,000 ) $ 9.75 Forfeited / Canceled ( 36,650 ) $ 17.65 Awards outstanding at January 1, 2023 821,679 $ 16.08 6.4 $ 1,907 Awards exercisable at December 26, 2021 475,765 $ 17.62 5.9 $ 452 Awards exercisable at January 1, 2023 573,863 $ 17.50 5.4 $ 1,164 Number of Shares Weighted Average Grant Date Fair Value Non-vested outstanding at December 26, 2021 219,564 $ 12.73 Non-vested outstanding at January 1, 2023 247,816 $ 7.64 During Fiscal 2022 there were no cashless stock option exercises. During Fiscal 2021 the Company issued 213 shares of common stock upon the cashless exercise of 600 stock options, and during Fiscal 2020, there were no cashless stock option exercises. Restricted Stock For Fiscal 2022, 2021 and 2020, the Company recognized $ 0.4 million, $ 0.5 million, and $ 0.3 million, respectively, of compensation expense related to restricted stock. Unamortized share-based compensation expense as of January 1, 2023 amounted to $ 0.6 million which is expected to be recognized over the next 1.8 years. 65 BGSF, Inc. and Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS A summary of restricted stock activity is presented as follows: Number of Shares Weighted Average Grant Date Fair Value Restricted outstanding at December 29, 2019 18,000 $ 28.61 Issued 21,624 $ 9.02 Vested ( 14,406 ) $ 21.26 Restricted outstanding at December 27, 2020 25,218 $ 16.01 Issued 64,702 $ 12.04 Vested ( 29,076 ) $ 15.75 Restricted outstanding at December 26, 2021 60,844 $ 11.91 Issued 32,344 $ 13.14 Vested ( 31,168 ) $ 11.79 Restricted outstanding at January 1, 2023 62,020 $ 12.21 Nonvested outstanding at December 26, 2021 60,844 $ 11.91 Nonvested outstanding at January 1, 2023 62,020 $ 12.21 Warrant Activity For Fiscal 2022, 2021 and 2020, the Company did not recognize compensation cost related to warrants. There was no unamortized stock compensation expense remaining to be recognized as of January 1, 2023. A summary of warrant activity is presented as follows: Number of Shares Weighted Average Exercise Price Per Share Weighted Average Remaining Contractual Life Total Intrinsic Value of Warrants (in thousands) Warrants outstanding at December 29, 2019 64,482 $ 13.84 0.8 $ 473 Expired ( 38,620 ) $ 11.85 Warrants exercisable at December 27, 2020 25,862 $ 16.80 0.4 $ — Expired ( 25,862 ) $ 16.80 Warrants outstanding at December 26,2021 and January 1, 2023 — $ — 0.0 $ — Warrants exercisable at December 26, 2021 and January 1, 2023 — $ — 0.0 $ — There were no non-vested warrants outstanding at January 1, 2023, December 26, 2021, and December 27, 2020. There were no exercises of warrants in Fiscal 2022, 2021, and 2020. The intrinsic value in the tables above is the amount by which the market value of the underlying stock exceeded the exercise price of outstanding options or warrants, before applicable income taxes and represents the amount holders would have realized if all in-the-money options or warrants had been exercised on the last business day of the period indicated. 2020 Employee Stock Purchase Plan (“2020 ESPP”) In November 2020, the Company's shareholders approved the 2020 ESPP. Under the 2020 ESPP, eligible team members of the Company may elect for payroll deductions to purchase shares on each purchase date during an offering period. A total of 250,000 shares of common stock of BGSF, Inc. were initially reserved for issuance pursuant to the 2020 ESPP. For Fiscal 2022, and 2021, the Company issued 59,506 and 31,776 shares of common stock under the 2020 ESPP, respectively. 66 BGSF, Inc. and Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 17 - RELATED PARTY TRANSACTIONS There were no related party transactions in Fiscal 2022, 2021, or 2020. NOTE 18 - TEAM MEMBER BENEFIT PLAN Defined Contribution Plan The Company provides a defined contribution plan (the “401(k) Plan”) for the benefit of its eligible team members and field talent. The 401(k) Plan allows participants to make contributions subject to applicable statutory limitations. The Company matches participants contributions 100 % up to the first 3 % and 50 % of the next 2 % of a team member or field talent's compensation. The Company contributed $ 1.5 million, $ 1.5 million and $ 1.3 million from continuing operations to the 401(k) Plan for Fiscal 2022, 2021 and 2020, respectively. NOTE 19 - BUSINESS SEGMENTS The Company has continuing operations within two industry segments: Real Estate and Professional. Segment income from continuing operations includes all revenue and cost of services, direct selling expenses, depreciation and amortization expense and excludes all general and administrative (home office) expenses. Assets of home office include cash, unallocated prepaid expenses, property and equipment, deferred tax assets, and other assets. The following table provides a reconciliation of revenue and income from continuing operations by reportable segment to consolidated results for the periods indicated: 2022 2021 2020 Revenue: Real Estate $ 121,093,109 $ 92,017,975 $ 68,755,975 Professional 177,328,719 147,009,202 138,369,505 Total $ 298,421,828 $ 239,027,177 $ 207,125,480 Depreciation: Real Estate $ 178,904 $ 210,180 $ 218,425 Professional 354,905 389,995 404,590 Home office 63,573 85,371 134,023 Total $ 597,382 $ 685,546 $ 757,038 Amortization: Professional $ 2,337,535 $ 2,430,827 $ 3,923,063 Home office 1,118,341 581,956 180,687 Total $ 3,455,876 $ 3,012,783 $ 4,103,750 Operating income (loss): Real Estate $ 19,803,015 $ 14,663,443 $ 9,671,504 Professional - without CARES Act credit and impairment loss 15,603,944 10,340,171 7,514,924 Professional - CARES Act credit — 921,093 — Professional - impairment loss — — ( 7,239,514 ) Home office - general and administrative ( 19,124,010 ) ( 14,947,796 ) ( 11,251,929 ) Home office - CARES Act credit — 1,150,440 — Home office - gain on contingent consideration — 2,402,844 76,102 Total $ 16,282,949 $ 14,530,195 $ ( 1,228,913 ) 67 BGSF, Inc. and Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2022 2021 2020 Capital Expenditures: Real Estate $ 135,259 $ 105,547 $ 81,918 Professional 89,840 107,476 184,611 Home office 5,455,178 2,990,886 1,809,687 Total $ 5,680,277 $ 3,203,909 $ 2,076,216 Total Assets: Real Estate $ 29,302,189 $ 20,753,085 Professional 141,018,474 92,782,442 Home office 24,352,502 20,347,059 Discontinued operations — 14,411,380 Total $ 194,673,165 $ 148,293,966 NOTE 20 - QUARTERLY FINANCIAL DATA (UNAUDITED) 2022 First Quarter Second Quarter Third Quarter Fourth Quarter Fiscal Year Revenues $ 68,542,277 $ 74,089,166 $ 78,507,873 $ 77,282,512 $ 298,421,828 Gross profit $ 23,430,799 $ 25,059,426 $ 27,999,845 $ 27,057,401 $ 103,547,470 Income from continuing operations $ 2,007,769 $ 3,183,642 $ 4,652,473 $ 1,417,311 $ 11,261,195 Income (loss) from discontinued operations, net of tax $ 13,792,014 $ ( 7,228 ) $ — $ 314,892 $ 14,099,678 Net income $ 15,799,783 $ 3,176,414 $ 4,652,473 $ 1,732,203 $ 25,360,873 Net income per share - basic: Income from continuing operations $ 0.19 $ 0.30 $ 0.44 $ 0.14 $ 1.08 Income from discontinued operations 0.12 — — — 0.12 Gain on sale 1.66 — — 0.03 1.69 Income tax expense ( 0.45 ) — — ( 0.01 ) ( 0.46 ) Net income per share - basic $ 1.52 $ 0.30 $ 0.44 $ 0.16 $ 2.43 Net income per share - diluted: Income from continuing operations $ 0.19 $ 0.30 $ 0.44 $ 0.14 $ 1.07 Income from discontinued operations 0.12 — — — 0.12 Gain on sale 1.65 — — 0.03 1.69 Income tax expense ( 0.45 ) — — ( 0.01 ) ( 0.46 ) Net income per share - diluted $ 1.51 $ 0.30 $ 0.44 $ 0.16 $ 2.42 Weighted-average shares outstanding: Basic 10,428,897 10,472,353 10,492,396 10,500,733 10,426,821 Diluted 10,485,104 10,514,261 10,532,918 10,544,323 10,472,845 68 BGSF, Inc. and Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2021 First Quarter Second Quarter Third Quarter Fourth Quarter Fiscal Year Revenues $ 49,750,192 $ 57,397,722 $ 64,184,813 $ 67,694,450 $ 239,027,177 Gross Profit $ 16,214,709 $ 19,247,481 $ 22,046,888 $ 23,431,825 $ 80,940,903 (Loss) income from continuing operations $ ( 211,583 ) $ 2,635,226 $ 3,713,480 $ 4,320,752 $ 10,457,875 Income from discontinued operations, net of tax $ 923,380 $ 807,612 $ 930,129 $ 990,482 $ 3,651,603 Net income $ 711,797 $ 3,442,838 $ 4,643,609 $ 5,311,234 $ 14,109,478 Net (loss) income per share - basic: Continuing operations $ ( 0.02 ) $ 0.25 $ 0.36 $ 0.42 $ 1.01 Discontinued operations $ 0.09 $ 0.08 $ 0.09 $ 0.09 $ 0.35 Net income per share - basic $ 0.07 $ 0.33 $ 0.45 $ 0.51 $ 1.36 Net (loss) income per share - diluted: Continuing operations $ ( 0.02 ) $ 0.25 $ 0.36 $ 0.41 $ 1.00 Discontinued operations 0.09 0.08 0.09 0.09 0.35 Net income per share - diluted $ 0.07 $ 0.33 $ 0.45 $ 0.50 $ 1.35 Weighted-average shares outstanding: Basic 10,332,817 10,340,243 10,380,902 10,414,262 10,367,054 Diluted 10,394,841 10,391,925 10,427,114 10,464,885 10,416,610 NOTE 21 - SUBSEQUENT EVENTS Dividend On February 13, 2023, the Company's board of directors declared a cash dividend in the amount of $ 0.15 per share of common stock to be paid on March 2, 2023 to all shareholders of record as of the close of business on February 23, 2023. Trade names At the February 2023 Board of Directors meeting, management’s plan was approved to rebrand as BGSF, eliminating various current trade names. Management intends to complete this rebranding by the end of the second quarter of 2023. The decision to rebrand creates an indication of impairment of the $ 22.5 million in trade name assets, which will be written off in 2023. Since the trade name asset has an indefinite life, the carrying value is not amortized. Thus, the impairment will have no cash impact. Appointment of Chief Financial Officer and Secretary On March 3, 2023, the Board of Directors of the Company approved the appointment of John Barnett, as Chief Financial Officer and Secretary of the Company, effective March 20, 2023 (the “Commencement Date”). B G Staff Services, Inc., a subsidiary of the Company, entered into an Executive Employment Agreement (the “Employment Agreement”) with Mr. Barnett. The Employment Agreement remains in effect through December 31, 2025, and then under successive one-year extensions unless terminated pursuant to its terms. In the event that Mr. Barnett’s employment is terminated for any reason, he is eligible to receive his accrued but unpaid base salary, earned but unpaid acquisition bonus, and (if the termination is due to death, involuntary termination without “cause,” termination for “good reason,” or expiration of the employment period) earned but unpaid bonus for the preceding fiscal year and a prorated annual bonus for the fiscal year in which the termination occurs (each calculated as described in the Employment Agreement). 69 BGSF, Inc. and Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Resignation of Chief Financial Officer and Secretary On March 3, 2023, Dan Hollenbach resigned as the Chief Financial Officer and Secretary of the Company and its subsidiaries, effective March 20, 2023, and will then act as a senior advisor with BGSF through April 30, 2024. Mr. Hollenbach’s resignation was part of the Company’s leadership succession plan and Mr. Hollenbach’s planned retirement. On March 3, 2023, the Company and BG Staff Services, Inc., a subsidiary of the Company, entered into an Amended Executive Employment Agreement (the “Amended Employment Agreement”) with Mr. Hollenbach. The Amended Employment Agreement remains in effect through April 30, 2024, unless extended by mutual agreement or terminated pursuant to its terms. In the event that Mr. Hollenbach’s employment is terminated for any reason, he is eligible to receive his accrued but unpaid base salary, earned but unpaid acquisition bonus, and (if the termination is due to death or expiration of the employment period) unpaid bonus for 2023 and unpaid acquisition bonus (each calculated as described in the Amended Employment Agreement). The Company and Mr. Hollenbach have also entered into a confidentiality, non-solicitation, non-interference and non-competition agreement, which remains in effect. 70 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure. None.