BGSF, INC. 10-Q

ITEM 1A. RISK FACTORS In evaluating us and our common stock, we urge you to carefully consider the risks and other information in this Quarterly Report on Form 10-Q, as well as the risk factors disclosed in Item 1A. of Part I of our Annual Report on Form 10-K for the fiscal year ended January 1, 2023 (our “2022 Form 10-K”), and filed with the SEC on March 16, 2023, and in our other Quarterly Reports on Form 10-Q filed subsequently with the SEC. Any of the risks discussed in this Quarterly Report on Form 10-Q or any of the risks disclosed in Item 1A. of Part I of our 2022 Form 10-K, as well as additional risks and uncertainties not currently known to us or that we currently deem immaterial, could materially and adversely affect our results of operations or financial condition. We are subject to risks related to our international operations that could adversely affect our financial condition and results of operations. We conduct a portion of our business outside of the U.S. Consequently, we are subject to a number of risks associated with doing business in foreign countries, including: • changing economic conditions in foreign markets, including as a result of inflation and increases in the cost of labor; • political instability, labor disputes, government corruption, civil unrest; • potential disruption from wars and military conflicts; • the possibility of nationalization, expropriation, confiscatory taxation, or other similar government action; • the potential inability to repatriate cash for needs in the U.S., either at all or without incurring significant income tax and earnings consequences; • heightened counterparty and internal control risks associated with overseas operations; • the effect of foreign income taxes, value-added taxes, and withholding taxes, including the inability to recover amounts owed to us by a government authority without extended proceedings or at all; • the effect of the U.S. tax treatment of foreign source income and losses, and other restrictions on the flow of capital between countries; • legal and regulatory constraints, including the imposition of tariffs, trade restrictions, price, profit, or other government controls, labor laws, immigration restrictions, travel restrictions, or import and export laws; • currency fluctuations and exchange controls that may limit or eliminate our ability to convert from local currency; • difficulties in hiring and retaining qualified employees; • difficulty in enforcing contractual and intellectual property and other rights; • potential lack of well-established or reliable or impartial legal systems; • foreign currency exchange rate risks; and • challenges relating to enforcement of or compliance with local laws and regulations and with U.S. laws affecting operations outside of the U.S., including without limitation, the U.S. Foreign Corrupt Practices Act. ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS None. ITEM 3. DEFAULTS UPON SENIOR SECURITIES None. ITEM 4. MINE SAFETY DISCLOSURES Not applicable.