Strong Quarterly Revenues Up 22% and Adjusted EBITDA Margin of 10.2%

Board Declares Cash Dividend of $0.15 Per Share, 32^nd Consecutive Quarterly Dividend

BGSF, Inc. (NYSE:BGSF), a leading national provider of workforce solutions, today reported financial results for its third quarter ended September 25, 2022.

The Company further announced that its Board of Directors has declared a quarterly cash dividend of $0.15 per share of common stock. The dividend is payable on November 21, 2022 to all shareholders of record as of the close of business on November 14, 2022. This marks the 32^ndconsecutive quarterly dividend and based on yesterday's closing price of the Company's common stock, the annualized yield is approximately 4.8%.

Q3 2022 Highlights from Continuing Operations:

Revenues were $78.5 million, an increase of 22.3% from 2021

Gross profit was $28.0 million, up 27.0% from 2021, while gross profit percent increased 140 basis points to 35.7% in 2022

Selling, general and administrative expenses of $20.4 million, improved 60 basis points as a percentage of revenue over 2021

Net income from continuing operations was $4.7 million, or $0.44 per diluted share, vs. net income from continuing operations of $3.7 million, or $0.36 per diluted share in 2021, which included a net gain on contingent consideration of $1.0 million

Adjusted EBITDA¹ from continuing operations was $8.0 million (10.2% of revenues), vs. $5.4 million (8.4% of revenues) in 2021

Adjusted EPS¹ from continuing operations was $0.48 in 2022, up from $0.31 in 2021

Nine Month 2022 Highlights from Continuing Operations:

Revenues were $221.1 million, an increase of 29.1% from 2021

Gross profit was $76.5 million, up 33.0% from 2021, while gross profit percent increased 100 basis points to 34.6% in 2022

Selling, general and administrative expenses of $60.0 million improved 130 basis points as a percentage of revenue over 2021

Net income from continuing operations was $9.8 million, or $0.93 per diluted share, vs. net income from continuing operations of $6.0 million, or $0.59 per diluted share in 2021, which includes a net gain on consideration of $2.0 million

Adjusted EBITDA¹ from continuing operations was $17.4 million (7.9% of revenues), vs. $9.9 million (5.8% of revenues) in 2021

Adjusted EPS¹ from continuing operations was $1.05 in 2022, up from $0.55 in 2021

¹Non-GAAP financial measure. See reconciliation below for details.

Beth A. Garvey, Chair, President and CEO, said, "I am pleased to report that momentum from the first half of 2022 continued into our fiscal third quarter, which resulted in record high revenue and gross profit from continuing operations. We believe our continued strong performance is supported by BGSF's unique business model that empowers people and creates long-term relationships, both with clients and our workforce. We are strategically focused on solving business challenges for our clients, while building a higher margin business, growing market share and gaining further traction as we close out this year and move into ‘23.

"Our continued strong operating results support the Board's declaration of a quarterly cash dividend of $0.15 per share which is our 32^nd consecutive quarterly cash dividend." Garvey continues.

"We are enthusiastic about planned growth initiatives and prospects as we approach 2023. We see strong tailwinds in both segments as we work to build leadership positions in both the Professional and Real Estate segments. Our teams are energized around our vision and strategic direction, and this alignment has contributed to more creative solutions for our clients. The business will continue to be driven by strength in our people, technology, reputation, business model, and client partnerships as we continue our journey as a best-in-class workforce solutions company," Garvey concluded.

Conference Call

BGSF call at 9:00 a.m. ET on November 3, 2022. Interested participants may dial 844-200-6205 (U.S. callers) or 929-526-1599 (all other locations) and provide access code 250313. A replay of the call will be available until November 10, 2022. To access the replay, please dial 929-458-6194 (U.S. Callers), 866-813-9403 (US Toll Free callers), or +44 204-525-0658 (all other locations) and enter access code 840249. The live webcast and archived replay are accessible at the investor relations section of the Company's website at www.bgsf.com.

About BGSF

BGSF provides workforce solutions to a variety of industries through its various divisions in IT, Cyber, Finance & Accounting, and Real Estate (apartment communities and commercial buildings). BGSF has integrated several regional and national brands achieving scalable growth. The Company was ranked by Staffing Industry Analysts as the 94th largest U.S. staffing company and the 49th largest IT staffing firm in 2022. The Company's disciplined acquisition philosophy, which builds value through both financial growth and the retention of unique and dedicated talent within BGSF's family of companies, has resulted in a seasoned management team with strong tenure and the ability to offer exceptional service to our field talent and client partners while building value for investors. For more information on the Company and its services, please visit its website at www.bgsf.com.

Forward-Looking Statements

The forward-looking statements in this press release are made under the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements may include, but are not limited to, statements regarding our future financial performance and the expectations and objectives of our board or management. The Company's actual results could differ materially from those indicated by the forward-looking statements because of various other risks and uncertainties, including those listed in Item 1A of the Company's Annual Report on Form 10-K and in the Company's other filings and reports with the Securities and Exchange Commission. All of the risks and uncertainties are beyond the ability of the Company to control, and in many cases, the Company cannot predict the risks and uncertainties that could cause its actual results to differ materially from those indicated by the forward-looking statements. When used in this press release, the words "allows," "believes," "plans," "expects," "estimates," "should," "would," "may," "might," "forward," "will," "intends," "continue," "outlook," "temporarily," "progressing," "prospects," and "anticipates" and similar expressions as they relate to the Company or its management are intended to identify forward-looking statements. Except as required by law, the Company is not obligated to publicly release any revisions to these forward-looking statements to reflect the events or circumstances after the date of this press release or to reflect the occurrence of unanticipated events.

BGSF, Inc.

GAAP Financial Measures

The following tables have been derived from our unaudited consolidated financial statements and summarize key components of our statements of operations for the periods indicated, as well as a reconciliation of revenue and operating income from continuing operations by reportable segment to consolidated results for the periods indicated.

Results of Operations

	Thirteen Weeks Ended						Thirty-nine Weeks Ended
	September 25, 2022			September 26, 2021			September 25, 2022			September 26, 2021
	(dollars in thousands)
Revenues	$	78,508		$	64,185		$	221,139		$	171,333
Cost of services		50,508			42,138			144,649			113,824
Gross profit		28,000			22,047			76,490			57,509
Selling, general and administrative expenses		20,386			17,054			60,001			48,626
Gain on contingent consideration		—			(1,208	)		—			(2,403	)
Depreciation and amortization		1,146			1,169			2,966			2,871
Operating income		6,468			5,032			13,523			8,415
Interest expense, net		(376	)		(432	)		(718	)		(1,026	)
Income from continuing operations before income taxes		6,092			4,600			12,805			7,389
Income tax expense from continuing operations		(1,440	)		(893	)		(2,961	)		(1,344	)
Income from continuing operations		4,652			3,707			9,844			6,045
Income from discontinued operations:
Income		—			1,164			1,235			3,331
Gain on sale		—			—			17,266			—
Income tax expense		—			(227	)		(4,716	)		(578	)
Net income	$	4,652		$	4,644		$	23,629		$	8,798

Net income per share - diluted
Net income from continuing operations	$	0.44		$	0.36		$	0.93		$	0.59
Net income from discontinued operations:
Income		—			0.11			0.12			0.32
Gain on sale		—			—			1.65			—
Income tax expense		—			(0.02	)		(0.45	)		(0.06	)
Net income per share - diluted	$	0.44		$	0.45		$	2.25		$	0.85


Business Segments

	Thirteen Weeks Ended										Thirty-nine Weeks Ended
	September 25, 2022					September 26, 2021					September 25, 2022					September 26, 2021
	(dollars in thousands)
Revenue:
Real Estate	$	33,241		42	%	$	24,789		39	%	$	89,137		40	%	$	64,614		38	%
Professional		45,267		58	%		39,396		61	%		132,002		60	%		106,719		62	%
Total	$	78,508		100	%	$	64,185		100	%	$	221,139		100	%	$	171,333		100	%

Gross profit:
Real Estate	$	13,548		48	%	$	9,515		43	%	$	35,093		46	%	$	24,235		42	%
Professional		14,452		52	%		12,532		57	%		41,397		54	%		33,274		58	%
Total	$	28,000		100	%	$	22,047		100	%	$	76,490		100	%	$	57,509		100	%

Selling²:
Real Estate	$	7,301				$	5,057				$	19,874				$	14,222
Professional		8,601					8,385					26,948					23,602
Total	$	15,902				$	13,442				$	46,822				$	37,824

Operating income (expense):
Real Estate	$	6,148				$	4,370				$	15,000				$	9,796
Professional		5,172					3,399					12,458					7,477
Home office - Selling, general and administrative		(4,852	)				(3,945	)				(13,935	)				(11,261	)
Home - gain on contingent consideration		—					1,208					—					2,403
Total	$	6,468				$	5,032				$	13,523				$	8,415

²Selling is a component of Selling, general and administrative on the Unaudited Consolidated Statement of Operations and Comprehensive Income.

The following tables have been derived from our unaudited consolidated financial statements and summarize key components of our balance sheet and statements of cash flows for the periods indicated.


Condensed Balance Sheets

	September 25, 2022		December 26, 2021
Assets	(dollars in thousands)
Current assets	$	70,813	$	52,972
Property and equipment, net		1,599		4,331
Intangible assets, net		34,142		33,585
Goodwill		29,142		29,142
Other		13,568		13,853
Assets of discontinued operations		—		14,411
Total assets	$	149,264	$	148,294
Liabilities and stockholders' equity
Long-term debt, current portion	$	—	$	3,563
Other current		23,786		23,559
Line of credit		27,004		12,588
Long-term debt, less current portion		—		23,300
Other long-term		1,580		7,240
Liabilities of discontinued operations		—		1,452
Total liabilities		52,370		71,702
Total stockholders' equity		96,894		76,592
Total liabilities and stockholders' equity	$	149,264	$	148,294

Working Capital
	September 25, 2022			December 26, 2021
	(dollars in thousands)
Working capital from continuing operations	$	47,027		$	25,850
Working capital ratio		2.98			1.95

Condensed Statements of Cash Flows
	Thirty-nine Weeks Ended
	September 25, 2022			September 26, 2021
	(dollars in thousands)
Net cash provided by (used in) continuing operations:
Operating activities	$	(5,557	)	$	(2,720	)
Investing activities		25,633			(5,307	)
Financing activities		(17,888	)		2,986
Net change in cash and cash equivalents discontinued operations		(2,300	)		5,041
Net change in cash and cash equivalents	$	(112	)	$	—

BGSF, Inc.

Non-GAAP Financial Measures

The financial results of BGSF, Inc. are prepared in conformity with accounting principles generally accepted in the United States of America ("GAAP") and the rules of the U.S. Securities and Exchange Commission. To help the readers understand the Company's financial performance, the Company supplements its GAAP financial results with Adjusted EBITDA and Adjusted EPS.

A non-GAAP financial measure is a numerical measure of a company's financial performance that excludes or includes amounts so as to be different than the most directly comparable measure calculated and presented in accordance with GAAP in the statement of income, balance sheet or statement of cash flows of a company. Adjusted EBITDA and Adjusted EPS are not measurements of financial performance under GAAP and should not be considered as alternatives to net income, net income per diluted share, operating income, or any other performance measure derived in accordance with GAAP, or as alternatives to cash flow from operating activities or measures of our liquidity. We believe that Adjusted EBITDA and Adjusted EPS are useful performance measures and are used by us to facilitate a comparison 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 GAAP can provide alone. In addition, the financial covenants in our credit agreement are based on EBITDA as defined in the credit agreement.

We define "Adjusted EBITDA" as earnings before interest expense, income taxes, depreciation and amortization expense, transaction fees and certain non-cash expenses such as contingent consideration gains and share-based compensation expense, as well as certain specific events that management does not consider in assessing our on-going operating performance.

Reconciliation of Income from Continuing Operations to Adjusted EBITDA

	Thirteen Weeks Ended						Thirty-nine Weeks Ended						Trailing Twelve Months Ended
	September 25, 2022			September 26, 2021			September 25, 2022			September 26, 2021			September 25, 2022
	(dollars in thousands)
Income from continuing operations	$	4,652		$	3,707		$	9,844		$	6,045		$	14,165
Income tax expense from continuing operations		1,440			893			2,961			1,344			4,349
Interest expense, net		376			432			718			1,026			1,125
Operating income		6,468			5,032			13,523			8,415			19,639
CARES Act credit		—			—			—			—			(2,084	)
Depreciation and amortization		1,146			1,169			2,966			2,871			3,792
Gain on contingent consideration		—			(1,208	)		—			(2,403	)		—
Share-based compensation		411			406			865			842			1,082
Transaction fees		6			1			6			155			21
Adjusted EBITDA from continuing operations		8,031			5,400			17,360			9,880			22,450
Adjusted EBITDA Margin (% of revenue)		10.2	%		8.4	%		7.9	%		5.8	%		7.8	%
Income from discontinued operations		—			1,164			1,235			3,331			2,475
Income adjustments to discontinued operations		—			39			(249	)		114			(220	)
Adjusted EBITDA from discontinued operations, net of gain on sale, net of tax		—			1,203			986			3,445			2,255
Adjusted EBITDA, net of gain	$	8,031		$	6,603		$	18,346		$	13,325		$	24,705

We define "Adjusted EPS" as diluted earnings per share eliminating amortization expense of intangible assets from acquisitions, transaction fees, and certain non-cash expenses such as contingent consideration gains, as well as certain specific events that management does not consider in assessing our on-going operating performance, net of the respective income tax effect.

Reconciliation of Adjusted EPS

	Thirteen Weeks Ended						Thirty-nine Weeks Ended
	September 25, 2022			September 26, 2021			September 25, 2022			September 26, 2021

Net income from continuing operations per diluted share, excluding gain on sale of discontinued operations	$	0.44		$	0.36		$	0.93		$	0.59
Acquisition amortization		0.05			0.06			0.16			0.17
Gain on contingent consideration		—			(0.12	)		—			(0.23	)
Transaction fees		—			—			—			0.01
Income tax expense adjustment		(0.01	)		0.01			(0.04	)		0.01
Adjusted EPS from continuing operations		0.48			0.31			1.05			0.55
Adjusted EPS from discontinued operations		—			0.09			0.09			0.26
Adjusted EPS	$	0.48		$	0.40		$	1.14		$	0.81

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