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 28, 2025, 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, and Resources Connection, Inc.
Market Information and Holders
Our common stock is listed on the NYSE under the symbol “BGSF.” The table below contains the market range of high and low prices for our common stock for the fiscal quarters indicated.
Quarter Ended: High Low
December 28, 2025 $ 4.79 $ 4.68
September 28, 2025 $ 7.06 $ 6.83
June 29, 2025 $ 6.75 $ 5.80
March 30, 2025 $ 3.76 $ 3.59
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
As of January 29, 2026, our common stock closing price was $5.66 per share.
21
As of January 29, 2026, there were approximately 2,381 holders of record of our common stock.
Dividends
The board of directors (“Board”) has declared and we have paid the following cash dividends during the fiscal years ended 2025, 2024, and 2023:
Declared Date Record Date Distribution Date Dividend per Share Amount Paid
September 11, 2025 September 23, 2025 September 30, 2025 $2.00 $ 22,399,574
Total $ 22,399,574
February 8, 2024 February 20, 2024 February 27, 2024 $0.15 $ 1,639,315
Total $ 1,639,315
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
We do not currently pay a regular dividend and have no plans to do so in the future. 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 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.
22
Equity Compensation Plans
The following equity compensation plan information is provided as of December 28, 2025:
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 797,731 $12.30 475,284
2020 Employee Stock Purchase Plan — — 250,032
Total 797,731 12.3 725,316
A description of the equity compensation plan is incorporated by reference to Note 15 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 was convertible into common shares at any time after one year at a conversion price of $17.12 per share at the closing of an acquisition related to BGSF Professional. On January 30, 2025, the convertible note was amended to increase the interest rate to 7% and extended the maturity date to December 12, 2025. The security was subsequently paid off in conjunction with the sale of BGSF Professional and is no longer outstanding.
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
On November 5, 2025, the Company's Board approved a stock repurchase program under which the Company may repurchase up to $5.0 million of its common stock. The repurchases may take place in the open market, in private transactions, or otherwise, and pursuant to any trading plan that may be adopted in accordance with applicable securities laws and regulations, including Rule 10b5-1 under the Exchange Act. The timing and amount of common stock purchased will depend on a variety of factors, including the availability of common stock, general market conditions, the trading price of the common stock, alternative uses for capital, and the Company’s financial performance. Open market purchases will be conducted in accordance with Rule 10b-18 under the Exchange Act and applicable legal requirements. The repurchase program does not have an expiration date and may be suspended, terminated, or modified at any time for any reason. The repurchase program does not obligate the Company to purchase any particular number of shares.
During 2025, we repurchased 351,200 shares of the Company's common stock at a cost of $1,520,863 and a weighted average price of $4.33 per share.
A summary of the repurchase activity during 2025, is as follows:
Stock Class Period Total number
of shares repurchased Average price paid per share Maximum value of common stock that may yet be repurchased under current authorization
Common Stock November 5 through November 30 161,804 $4.12 $4,337,341
Common Stock December 1 through December 28 189,396 $4.53 $3,479,137
351,200
23
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 2025, 2024, and 2023 and the balance sheet data as of December 28, 2025 and December 29, 2024 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 2022 and 2021 and the balance sheet data as of December 31, 2023, January 1, 2023, and December 26, 2021 set forth below were derived from our audited financial statements not included in this Annual Report on Form 10-K.
24
Fiscal Years Ended
December 28,
2025 December 29,
2024 December 31,
2023 January 1,
2023 December 26,
2021
(dollars in thousands, except per share data)
Statement of Operations Data:
Revenues $ 93,310 $ 104,402 $ 125,077 $ 121,093 $ 92,018
Gross profit $ 33,333 $ 38,369 $ 49,785 $ 47,695 $ 34,969
Selling, general, and administrative expenses $ 41,136 $ 42,902 $ 45,402 $ 45,660 $ 33,226
Contingent consideration adjustment $ (450) $ — $ — $ — $ —
Depreciation and amortization $ 1,550 $ 1,334 $ 1,313 $ 1,361 $ 878
Operating (loss) income $ (8,903) $ (5,867) $ 3,070 $ 674 $ 865
Interest expense, net $ (4,511) $ (4,921) $ (5,976) $ (1,363) $ (1,433)
Loss before income taxes from continuing operations $ (13,414) $ (10,788) $ (2,906) $ (689) $ (568)
Income tax benefit (expense) from continuing operations $ 1,881 $ 2,084 $ 831 $ (4,261) $ (460)
Loss from continuing operations $ (11,533) $ (8,704) $ (2,075) $ (4,950) $ (1,028)
Income (loss) from discontinued operations, net of tax $ 3,826 $ 5,366 $ (8,148) $ 12,636 $ 15,137
(Loss) gain on sale $ (3,723) $ — $ — $ 17,675 $ —
Net (loss) income $ (11,430) $ (3,338) $ (10,223) $ 25,361 $ 14,109
Net (loss) income per share - basic:
Continuing operations $ (1.05) $ (0.80) $ (0.20) $ (0.47) $ (0.10)
Income (loss) from discontinued
operations:
Income (loss) 0.40 0.65 (0.95) 1.21 1.46
(Loss) gain on sale (0.34) — — 1.69 —
Income tax (expense) benefit (0.05) (0.16) 0.20 (0.41) (0.04)
Net (loss) income per share – basic $ (1.04) $ (0.31) $ (0.95) $ 2.02 $ 1.32
Net (loss) income per share - diluted:
Continuing operations $ (1.05) $ (0.80) $ (0.20) $ (0.47) $ (0.10)
Income (loss) from discontinued
operations:
Income (loss) 0.40 0.65 (0.95) 1.21 1.45
(Loss) gain on sale (0.34) — — 1.69 —
Income tax (expense) benefit (0.05) (0.16) 0.20 (0.41) (0.04)
Net (loss) income per share – diluted $ (1.04) $ (0.31) $ (0.95) $ 2.02 $ 1.31
Weighted average shares outstanding – basic 11,025 10,896 10,766 10,427 10,367
Weighted average shares outstanding – diluted 11,025 10,896 10,766 10,473 10,417
25
Non-GAAP Measures
Fiscal Years Ended
December 28,
2025 December 29,
2024 December 31,
2023 January 1,
2023 December 26,
2021
(dollars in thousands, except per share data)
Other Financial Data:
Adjusted EBITDA from continuing operations (1)
$ (2,135) $ (1,545) $ 6,508 $ 3,955 $ 3,208
Cash dividends declared per common share $ 2.00 $ 0.15 $ 0.60 $ 0.60 $ 0.44
Balance Sheet Data from Continuing Operations:
Working capital (2)
$ 29,116 $ 6,897 $ (38,156) $ 22,162 $ 22,815
Total assets $ 57,837 $ 42,063 $ 55,766 $ 53,655 $ 40,939
Total outstanding borrowings, net $ — $ 46,321 $ 63,114 $ 66,671 $ 39,450
Total other long-term liabilities $ 398 $ 698 $ 866 $ 586 $ 2,529
Stockholders’ equity $ 48,105 $ 82,269 $ 85,536 $ 100,736 $ 76,592
(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.
(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, 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 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.
26
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 from continuing operations and Same Day EBITDA from continuing operations loss, 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.
Non-GAAP Measures
Fiscal Years Ended
December 28,
2025 December 29,
2024 December 31,
2023 January 1,
2023 December 26,
2021
(dollars in thousands)
Loss from continuing operations $ (11,533) $ (8,704) $ (2,075) $ (4,950) $ (1,028)
Income tax (benefit) expense from continuing operations (1,881) (2,084) (831) 4,261 460
Interest expense, net 4,511 4,921 5,976 1,363 1,433
Operating (loss) income (8,903) (5,867) 3,070 674 865
Depreciation and amortization 1,550 1,334 1,313 1,361 878
Contingent consideration adjustment (450) — — — —
Share-based compensation 1,006 908 957 989 976
Strategic alternatives review 2,519 962 — — —
Software as a service (1)
1,073 669 193 660 319
Transaction fees — 48 975 271 170
Adjusted receivable adjustment 1,070 401 — — —
Adjusted EBITDA from continuing operations (2,135) (1,545) 6,508 3,955 3,208
Same day adjustment — — — (169) —
Same day EBITDA from continuing operations $ (2,135) $ (1,545) $ 6,508 $ 3,786 $ 3,208
(1) We capitalize 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.
27