Item 5. Market for Registrant’s Common Equity
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
Stock Performance Graph
The following graph compares, through December 29, 2024, the cumulative total return of the Company’s common stock, a peer group index of certain publicly traded workforce solutions companies, and the Russell 3000. The graph assumes the investment of $100 at the beginning of the period depicted in the chart and reinvestment of all dividends. Note that historic stock price performance is not necessarily indicative of future stock price performance. The following graph and related information shall not be deemed “soliciting material” or to be “filed” with the SEC, nor shall such information be incorporated by reference into any filing under the Securities Act or the Exchange Act, except to the extent that we specifically incorporate it by reference into such filing.
Periodically, we review companies within our peer group and decide if we need to make any changes. The peer group index represents the cumulative total return of BGSF and similar corporations providing field talent or permanent employment workforce solutions. Our peer group includes: GEE Group, Mastech Digital, Resources Connection, Inc., and Staffing 360 Solutions.
Market Information and Holders
Our common stock commenced listing on the NYSE on November 14, 2019 under the symbol “BGSF,” was listed on the NYSE American from October 27, 2014 to November 13, 2019 under the symbol “BGSF” and was quoted on the OTC Bulletin Board, or OTCBB, under the symbol “BGSF” from April 30, 2014 to October 27, 2014. Prior to the quotation of our common stock on the OTCBB, there was no public market for our common stock. The table below contains the market range of high and low prices for our common stock.
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Quarter Ended: High Low
December 29, 2024 $ 6.18 $ 6.07
September 27, 2024 $ 7.25 $ 7.06
June 28, 2024 $ 8.67 $ 8.35
March 28, 2024 $ 10.50 $ 10.18
December 31, 2023 $ 9.49 $ 9.37
October 1, 2023 $ 9.62 $ 9.45
July 2, 2023 $ 9.59 $ 9.50
April 2, 2023 $ 11.06 $ 10.44
As of February 5, 2025, our common stock closing price was $5.19 per share.
As of February 5, 2025, there were approximately 2,386 holders of record of our common stock.
Dividends
The board of directors has declared and we have paid the following cash dividends during the fiscal years ended 2024, 2023, and 2022:
Declared Date Record Date Distribution Date Dividend per Share Amount Paid
February 3, 2022 February 14, 2022 February 22, 2022 $0.15 $ 1,564,649
April 27, 2022 May 17, 2022 May 24, 2022 $0.15 1,572,332
August 3, 2022 August 15, 2022 August 22, 2022 $0.15 1,574,992
November 2, 2022 November 14, 2022 November 21, 2022 $0.15 1,577,709
Total $ 6,289,682
February 13, 2023 February 23, 2023 March 2, 2023 $0.15 $ 1,618,485
May 4, 2023 May 15, 2023 May 22, 2023 $0.15 1,625,816
August 9, 2023 August 21, 2023 August 28, 2023 $0.15 1,629,676
November 8, 2023 November 20, 2023 November 28, 2023 $0.15 1,633,272
Total $ 6,507,249
February 8, 2024 February 20, 2024 February 27, 2024 $0.15 $ 1,639,315
Total $ 1,639,315
Our ability to pay dividends is restricted under the terms of our credit agreement and may be restricted under other agreements governing our outstanding indebtedness from time to time. Any future determination with respect to the payment of dividends, including whether to declare a dividend, and, if so, the amount thereof, will be at the discretion of our board of directors and will be dependent upon, among other things, our financial condition, results of operations, capital requirements, the terms of our then existing indebtedness, contractual restrictions, future prospects, general economic conditions and other factors considered relevant by our board of directors.
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Equity Compensation Plans
The following equity compensation plan information is provided as of December 29, 2024:
Plan Category Number of Securities to be
Issued upon Exercise of
Outstanding Options,
Warrants and Rights (a) Weighted-average
Exercise Price of
Outstanding Options,
Warrants and Rights Number of Securities
Remaining Available for
Future Issuance Under
Equity Compensation
Plans (Excluding
Securities Reflected
in Column (a))
Equity Compensation Plans Approved by Security Holders
2013 Long-Term Incentive Plan 976,432 $15.00 149,058
2020 Employee Stock Purchase Plan — $0.00 31,719
Total 976,432 $15.00 180,777
A description of the equity compensation plan is incorporated by reference to Note 16 in the Notes to Consolidated Financial Statements included in Item 8 in this Annual Report on Form 10-K.
Recent Sales of Unregistered Securities
In December 2022, we issued 254,455 shares of common stock in a private placement for a value of $3.3 million, and a convertible two-year promissory note of $4.4 million with an annual interest rate of 6% that is convertible into common shares at any time after one year at a conversion price of $17.12 per share at the closing of the Horn Solutions acquisition. On January 30, 2025, the convertible note was amended to increase the interest rate to 7% and extend the maturity date to December 12, 2025.
The foregoing issuance of securities was exempt from registration pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended.
Share Repurchases
During 2024, there were no stock repurchases. During 2023, we repurchased 2,085 shares of the Company’s common stock at a cost of $19,019 and a weighted average price of $9.69 upon the vesting of restricted stock to satisfy statutory minimum tax withholding requirements.
Item 6. Selected Financial Data
The following tables set forth our summary consolidated historical financial data from continuing operations. You should read the information set forth below in conjunction with “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated historical financial statements and notes thereto included elsewhere in this Annual Report on Form 10-K. The statement of operations data for the fiscal years ended 2024, 2023, and 2022 and the balance sheet data as of December 29, 2024 and December 31, 2023 set forth below are derived from our audited consolidated financial statements included elsewhere in this Annual Report on Form 10-K. The statement of operations data for the fiscal years ended 2021 and 2020 and the balance sheet data as of January 1, 2023, December 26, 2021, and December 27, 2020 set forth below were derived from our audited financial statements not included in this Annual Report on Form 10-K.
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Fiscal Years Ended
December 29,
2024 December 31,
2023 January 1,
2023 December 26,
2021 December 27,
2020
(dollars in thousands, except per share data)
Statement of Operations Data:
Revenues $ 272,499 $ 313,167 $ 298,422 $ 239,027 $ 207,125
Gross profit $ 92,863 $ 111,784 $ 103,548 $ 80,941 $ 66,040
Selling, general, and administrative expenses $ 85,333 $ 88,650 $ 83,211 $ 65,116 $ 55,244
Gain on contingent consideration $ (1,452) $ — $ — $ (2,403) $ (76)
Impairment losses $ — $ 22,545 $ — $ — $ 7,240
Depreciation and amortization $ 7,769 $ 7,774 $ 4,054 $ 3,698 $ 4,861
Operating income (loss) $ 1,213 $ (7,185) $ 16,283 $ 14,530 $ (1,229)
Interest expense, net $ (4,921) $ (5,976) $ (1,363) $ (1,433) $ (1,584)
(Loss) income before income taxes from continuing operations $ (3,708) $ (13,161) $ 14,920 $ 13,097 $ (2,813)
Income tax benefit (expense) from continuing operations $ 370 $ 2,938 $ (3,659) $ (2,639) $ 741
(Loss) income from continuing operations $ (3,338) $ (10,223) $ 11,261 $ 10,458 $ (2,072)
Income from discontinued operations, net of tax $ — $ — $ 14,100 $ 3,651 $ 3,513
Net (loss) income $ (3,338) $ (10,223) $ 25,361 $ 14,109 $ 1,441
Net (loss) income per share - basic:
Continuing operations $ (0.31) $ (0.95) $ 1.08 $ 1.01 $ (0.20)
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 (loss) income per share – basic $ (0.31) $ (0.95) $ 2.43 $ 1.36 $ 0.14
Net (loss) income per share - diluted:
Continuing operations $ (0.31) $ (0.95) $ 1.07 $ 1.00 $ (0.20)
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 (loss) income per share – diluted $ (0.31) $ (0.95) $ 2.42 $ 1.35 $ 0.14
Weighted average shares outstanding – basic 10,896 10,766 10,427 10,367 10,312
Weighted average shares outstanding – diluted 10,896 10,766 10,473 10,417 10,338
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Fiscal Years Ended
December 29,
2024 December 31,
2023 January 1,
2023 December 26,
2021 December 27,
2020
(dollars in thousands, except per share data)
Other Financial Data:
Adjusted EBITDA from continuing operations (1)
$ 10,475 $ 25,858 $ 22,353 $ 15,288 $ 12,350
Same Day EBITDA from continuing operations (1)
$ 10,475 $ 25,858 $ 21,943 $ 15,288 $ 12,350
Cash dividends declared per common share $ 0.15 $ 0.60 $ 0.60 $ 0.44 $ 0.50
Balance Sheet Data from Continuing Operations:
Working capital (2)
$ 19,427 $ (18,144) $ 47,955 $ 25,851 $ 17,960
Total assets $ 150,111 $ 178,517 $ 194,673 $ 148,294 $ 130,278
Total outstanding borrowings, net $ 46,321 $ 63,114 $ 66,671 $ 39,450 $ 34,634
Total other long-term liabilities $ 3,770 $ 7,926 $ 3,059 $ 7,240 $ 14,224
Stockholders’ equity $ 82,269 $ 85,536 $ 100,736 $ 76,592 $ 65,458
(1) We present Adjusted EBITDA and Same Day EBITDA (defined below), measure that are not in accordance with accounting principles generally accepted in the United States of America (“non-GAAP”), in this Annual Report on Form 10-K to provide investors with a supplemental measure of our operating performance. We believe that Adjusted EBITDA and Same Day EBITDA are useful performance measures and are used by us to facilitate comparisons of our operating performance on a consistent basis from period-to-period and to provide for a more complete understanding of factors and trends affecting our business than measures under accounting principles generally accepted in the United States of America (“GAAP”) can provide alone. Our board and management also use Adjusted EBITDA and Same Day EBITDA as one of the primary methods for planning and forecasting overall expected performance and for evaluating on a quarterly and annual basis actual results against such expectations, and as a performance evaluation metric in determining achievement of certain compensation programs and plans for our management. In addition, the financial covenants in our credit agreement are based on EBITDA as defined in the credit agreement.
(2) The 2023 working capital amount includes the movement of the balances from long-term to current liabilities related to the amended credit agreement with BMO Harris Bank, N.A. (“BMO”), which had a maturity date of July 16, 2024.
We define “Adjusted EBITDA” as earnings before interest expense, income taxes, depreciation and amortization expense, impairment losses, costs associated with the evaluation of potential strategic alternatives (“Strategic alternatives review”), transaction fees, software as a service costs, and certain non-cash expenses such as share-based compensation expense. Omitting interest, taxes and the other items provides a financial measure that facilitates comparisons of our results of operations with those of companies having different capital structures. Since the levels of indebtedness and tax structures that other companies have are different from ours, we omit these amounts to facilitate investors’ ability to make these comparisons. Similarly, we omit depreciation and amortization because other companies may employ a greater or lesser amount of property and intangible assets. We also believe that investors, analysts, and other interested parties view our ability to generate Adjusted EBITDA as an important measure of our operating performance and that of other companies in our industry. Adjusted EBITDA should not be considered as an alternative to net income for the periods indicated as a measure of our performance. Other companies in our industry may calculate Adjusted EBITDA differently than we do, limiting its usefulness as a comparative measure.
We define “Same Day EBITDA” as Adjusted EBITDA on a fifty-two week fiscal year basis. Omitting the additional revenue days in a fifty-three week fiscal year ended provides a financial measure that facilitates comparisons of our results of operations with those of our fifty-two week fiscal year and comparisons of our results with those companies having same number of days. Same Day EBITDA should not be considered as an alternative to net income for the periods indicated as a measure of our performance. Other companies in our industry may calculate Adjusted EBITDA or Same Day EBITDA differently than we do, limiting their usefulness as comparative measures.
The use of Adjusted EBITDA and Same Day EBITDA have limitations as analytical tools, and you should not consider these performance measure in isolation from, or as an alternative to, GAAP measures such as net income. Adjusted EBITDA and Same Day EBITDA are not measures of liquidity under GAAP or otherwise, and are not alternatives to cash flow from continuing operating activities. Our presentation of Adjusted EBITDA and Same Day EBITDA should not be construed as an inference that our future results will be unaffected by the expenses that are excluded from that term or by unusual or non-recurring items. The limitations of Adjusted EBITDA and Same Day EBITDA include: (i) they do not reflect our cash expenditures or future requirements for capital expenditures or contractual commitments; (ii) they do not reflect changes in, or
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cash requirements for, our working capital needs; (iii) they do not reflect income tax payments we may be required to make; and (iv) they do not reflect the cash requirements necessary to service interest or principal payments associated with indebtedness.
To properly and prudently evaluate our business, we encourage you to review our consolidated financial statements included elsewhere in this Annual Report on Form 10-K and the reconciliation to Adjusted EBITDA and Same Day EBITDA from net (loss) income, the most directly comparable financial measure presented in accordance with GAAP, set forth in the following table. All of the items included in the reconciliation from net income to Adjusted EBITDA are either (i) non-cash items or (ii) items that management does not consider in assessing our on-going operating performance. In the case of the non-cash items, management believes that investors may find it useful to assess our comparative operating performance because the measures without such items are less susceptible to variances in actual performance resulting from depreciation, amortization and other non-cash charges and more reflective of other factors that affect operating performance. In the case of the other items that management does not consider in assessing our on-going operating performance, management believes that investors may find it useful to assess our operating performance if the measures are presented without these items because their financial impact may not reflect ongoing operating performance.
Fiscal Years Ended
December 29,
2024 December 31,
2023 January 1,
2023 December 26,
2021 December 27,
2020
(dollars in thousands)
(Loss) income from continuing operations $ (3,338) $ (10,223) $ 11,261 $ 10,458 $ (2,072)
Income tax (benefit) expense from continuing operations (1)
(370) (2,938) 3,659 2,639 (741)
Interest expense, net 4,921 5,976 1,363 1,433 1,584
Operating income (loss) 1,213 (7,185) 16,283 14,530 (1,229)
Depreciation and amortization 7,769 7,774 4,054 3,698 4,861
Gain on contingent consideration (1,452) — — (2,403) (76)
Impairment losses (2)
— 22,545 — — 7,240
CARES Act credit — — — (2,084) —
Share-based compensation 989 1,029 1,085 1,058 786
Strategic alternatives review 962 — — — —
Cost restructuring plan 230 — — — —
Software as a service (3)
716 720 660 319 153
Transaction fees 48 975 271 170 615
Adjusted EBITDA from continuing operations 10,475 25,858 22,353 15,288 12,350
Same day adjustment — — (410) — —
Same day EBITDA from continuing operations $ 10,475 $ 25,858 $ 21,943 $ 15,288 $ 12,350
(1) 2020 Included a $3.3 million re-measurement of the net deferred tax assets as a result of the TCJA.
(2) In the Professional segment, we recognized a $3.7 million trade name impairment loss and a $3.5 million client partner list impairment loss during the thirteen week period ended June 28, 2020. We recognized a $22.5 million trade name impairment loss during the thirteen week period ended April 2, 2023.
(3) We capitalizes direct costs incurred in cloud computing implementation costs from hosting arrangements, which are reported as a Software as a service and are expensed as incurred in selling, general and administrative expenses.
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