bgsf-20260628

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)


☑			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 28, 2026


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to .

Commission File Number: 001-36704

BGSF, INC.

(exact name of registrant as specified in its charter)


Delaware			26-0656684
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)

14901 Quorum Drive, Suite 800

Dallas, Texas 75254

(972) 692-2400

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No ¨

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes þ No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer

Accelerated Filer

Non-accelerated filer

(Do not check if a smaller reporting company)

Smaller reporting company

☑

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No þ

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock	BGSF	NYSE

As of August 3, 2026 there were 10,673,981 shares of the registrant’s common stock outstanding.

TABLE OF CONTENTS


PART I	FINANCIAL INFORMATION
Item 1.	Financial Statements	5
	Unaudited Consolidated Balance Sheets	5
	Unaudited Consolidated Statements of Operations	6
	Unaudited Consolidated Statements of Changes in Stockholders' Equity	7
	Unaudited Consolidated Statements of Cash Flows	9
	Notes to Unaudited Consolidated Financial Statements	10
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	20
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	28
Item 4.	Controls and Procedures	28

PART II	OTHER INFORMATION	28
Item 1.	Legal Proceedings	28
Item 1A.	Risk Factors	28
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	29
Item 3.	Defaults Upon Senior Securities	29
Item 4.	Mine Safety Disclosures	29
Item 5.	Other Information	29
Item 6.	Exhibits	29

Forward-Looking Statements

This Quarterly Report on Form-10-Q contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These statements relate to our expectations for future events and time periods. All statements other than statements of historical fact are statements that could be deemed to be forward-looking statements, including, but not limited to, statements regarding:

•future financial performance and growth targets or expectations;

•market and industry trends and developments; and

•the benefits of our completed and future merger, acquisition and disposition transactions.

You can identify these and other forward-looking statements by the use of words such as “aim,” “potential,” “may,” “could,” “can,” “would,” “might,” “likely,” “will,” “expect,” “intend,” “plan,” “predict,” “ongoing,” “project,” “budget,” “scheduled,” “estimate,” “anticipate,” “believe,” “forecast,” “committed,” “future” or “continue” or the negative thereof or similar variations.

These forward-looking statements are based on information available to us as of the date of this Quarterly Report on Form 10-Q and our current expectations, forecasts and assumptions and involve a number of risks and uncertainties. Accordingly, forward-looking statements should not be relied upon as representing our views as of any subsequent date. Future performance cannot be ensured. Actual results may differ materially from those in the forward-looking statements. Some factors that could cause actual results to differ include:

•the availability of field talents’ workers' compensation insurance coverage at commercially reasonable terms;

•insurance coverage may not be adequate for our needs (including but not limited to general liability, crime, fiduciary, property, umbrella and excess, and cybersecurity);

•the availability of qualified field talent;

•compliance with federal, state, local labor and foreign labor and employment laws and regulations and changes in such laws and regulations;

•the ability to compete with new competitors and competitors with superior marketing and financial resources;

•management team changes;

•the favorable resolution of current or future litigation;

•the ability to obtain new financing to fund our operations if it becomes necessary;

•the impact of, and the ability to mitigate or manage disruptions posed by pandemics;

•adverse changes in the economic conditions of the industries or markets that we serve;

•disturbances in world financial, credit, and stock markets;

•unanticipated changes in regulations affecting our business;

•a decline in consumer confidence and discretionary spending;

•inflationary pressures and our responses thereto;

•the general performance of the U.S. and global economies;

•continued or escalated conflict in the Middle East or elsewhere;

•the impact of the use of AI-powered sales and recruiting technologies;

•the impact of any cost restructuring plans;

•the impact of any strategic alternatives review process;

•the impact of the sale of BGSF’s Professional segment may have on BGSF’s operations, team members, field talent, client partners, and other constituents; and

•other risks referenced from time to time in our past and future filings with the Securities and Exchange Commission (“SEC”), including in our Annual Report on Form 10-K for the fiscal year ended December 28, 2025.

You are cautioned not to place undue reliance on any forward-looking statements, which speak only as of the date of this Quarterly Report on Form 10-Q. Except as required by law, we do not undertake any obligation to update or release any revisions to these forward-looking statements to reflect any events or circumstances, whether as a result of new information, future events, changes in assumptions or otherwise, after the date hereof.

Where You Can Find Other Information

Our website is www.bgsf.com. Information contained on our website is not part of this Quarterly Report on Form 10-Q. Information that we file with or furnish to the SEC, including our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and any amendments to or exhibits included in these reports are available for download,

free of charge, on our website soon after such reports are filed with or furnished to the SEC. These reports and other information, including exhibits filed or furnished therewith, are also available at the SEC’s website at www.sec.gov.

PART I—FINANCIAL INFORMATION

Item 1. Financial Statements

BGSF, Inc. and Subsidiaries

UNAUDITED CONSOLIDATED BALANCE SHEETS

(in thousands, except share amounts)


			June 28, 2026		December 28, 2025
ASSETS
Current assets
	Cash and cash equivalents		$	9,718	$	19,018
	Short-term investments		8,509		—
	Accounts receivable (net of allowance for credit losses of $1,078 and $1,156, respectively)		11,944		11,898
	Escrow receivable		1,450		4,950
	Prepaid expenses		1,267		1,126

	Other current assets		1,100		1,458

		Total current assets	33,988		38,450

Property and equipment, net			259		244

Other assets
	Deposits		1,915		1,938

	Software as a service, net		2,721		3,002
	Deferred income taxes, net		9,807		9,496
	Right-of-use asset - operating leases, net		454		630
	Intangible assets, net		2,715		3,003
	Goodwill		1,074		1,074

		Total other assets	18,686		19,143
	Total assets		$	52,933	$	57,837
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities

	Accounts payable		$	258	$	503
	Accrued payroll and expenses		4,715		4,441
	Transition services payable		1,010		3,064


	Income taxes payable		3		76
	Note payable		102		449

	Severance payable, current portion		288		392

	Lease liabilities, current portion		274		409

		Total current liabilities	6,650		9,334



Severance payable, less current portion			—		100

Lease liabilities, less current portion			232		298


	Total liabilities		6,882		9,732

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 11,262,422 and 11,227,197 shares issued, respectively, and 10,680,174 and 10,872,067 outstanding, respectively			113		112
Additional paid in capital			71,861		71,445
Accumulated deficit			(23,179)		(21,874)
Treasury stock of 582,248 and 355,130 shares, respectively			(2,744)		(1,578)
	Total stockholders’ equity		46,051		48,105
	Total liabilities and stockholders’ equity		$	52,933	$	57,837

The accompanying notes are an integral part of these unaudited consolidated financial statements.

BGSF, Inc. and Subsidiaries

UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share amounts)

For the Thirteen and Twenty-six Week Periods Ended June 28, 2026 and June 29, 2025


		Thirteen Weeks Ended				Twenty-six Weeks Ended
		2026		2025		2026		2025
Revenues		$	22,313	$	23,506	$	43,194	$	44,389
Cost of services		14,395		15,096		27,866		28,419
	Gross profit	7,918		8,410		15,328		15,970
Selling, general, and administrative expenses		8,928		12,577		17,733		21,580
Gain on contingent consideration		—		(450)		—		(450)

Depreciation and amortization		180		259		338		588
	Operating loss	(1,190)		(3,976)		(2,743)		(5,748)

Interest income (expense), net		238		(1,877)		234		(3,023)
	Loss before income taxes from continuing operations	(952)		(5,853)		(2,509)		(8,771)
Income tax benefit from continuing operations		118		1,364		286		1,953
	Loss from continuing operations	(834)		(4,489)		(2,223)		(6,818)
Income from discontinued operations:
	Income	—		908		—		3,019
	Gain on sale	—		—		918		—
	Income tax expense	—		(155)		—		(659)
	Net loss	$	(834)	$	(3,736)	$	(1,305)	$	(4,458)





Net (loss) income per share - basic and diluted:
	Net loss from continuing operations	$	(0.08)	$	(0.41)	$	(0.21)	$	(0.62)
	Net income from discontinued operations:
	Income	—		0.08		—		0.27
	Gain on sale	—		—		0.09		—
	Income tax expense	—		(0.01)		—		(0.06)
	Net loss per share - basic and diluted	$	(0.08)	$	(0.34)	$	(0.12)	$	(0.41)









Weighted-average shares outstanding:
	Basic and diluted	10,586		11,019		10,614		10,986

The accompanying notes are an integral part of these unaudited consolidated financial statements.

BGSF, Inc. and Subsidiaries

UNAUDITED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY

(in thousands)

For the Twenty-six Week Period Ended June 28, 2026


	Common Stock
	Shares	Par Value		Treasury Stock Amount		Additional Paid in Capital		Accumulated Deficit		Total
Stockholders’ equity, December 28, 2025	11,227	$	112	$	(1,578)	$	71,445	$	(21,874)	$	48,105
Share-based compensation	—	—		—		230		—		230

Issuance of restricted shares	17	—		—		—		—		—

Repurchase of common stock, 170,862 shares	—	—		(873)		—		—		(873)


Net loss	—	—		—		—		(471)		(471)

Stockholders’ equity, March 29, 2026	11,244	112		(2,451)		71,675		(22,345)		46,991
Share-based compensation	—	—		—		187		—		187

Issuance of restricted shares	18	1		—		(1)		—		—
Repurchase of common stock, 56,256 shares	—	—		(293)		—		—		(293)


Net loss	—	—		—		—		(834)		(834)
Stockholders’ equity, June 28, 2026	11,262	$	113	$	(2,744)	$	71,861	$	(23,179)	$	46,051

The accompanying notes are an integral part of these unaudited consolidated financial statements.

BGSF, Inc. and Subsidiaries

UNAUDITED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY

(in thousands)

For the Twenty-six Week Period Ended June 29, 2025


	Common Stock
	Shares	Par Value		Treasury Stock Amount		Additional Paid in Capital		Retained Earnings		Total
Stockholders’ equity, December 29, 2024	11,039	$	110	$	(57)	$	70,260	$	11,956	$	82,269
Share-based compensation from continuing operations	—	—		—		168		—		168
Share-based compensation from discontinued operations	—	—		—		18		—		18
Issuance of restricted shares	53	1		—		(1)		—		—

Issuance of ESPP shares	17	—		—		87		—		87

Net loss	—	—		—		—		(722)		(722)
Stockholders’ equity, March 30, 2025	11,109	111		(57)		70,532		11,234		81,820
Share-based compensation from continuing operations	—	—		—		137		—		137
Share-based compensation from discontinued operations	—	—		—		18		—		18
Issuance of restricted shares	35	1		—		(1)		—		—
Issuance of ESPP shares	15	—		—		47		—		47


Net loss	—	—		—		—		(3,736)		(3,736)

Stockholders’ equity, June 29, 2025	11,159