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BGSF BGSF

Filed: 5 Aug 21, 9:15am

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 27, 2021
or
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-20210627_g1.jpg
BGSF, INC. 
(exact name of registrant as specified in its charter)
Delaware26-0656684
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer
Identification No.)
 
5850 Granite Parkway, Suite 730
Plano, Texas 75024
(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 Filerþ
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 classTrading Symbol(s)Name of each exchange on which registered
Common StockBGSFNYSE

The number of shares outstanding of the registrant’s common stock as of August 4, 2021 was 10,343,340.



TABLE OF CONTENTS
2


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,” “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;
the availability of qualified field talent;
compliance with federal, state and local 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 impact of outstanding indebtedness on the ability to fund operations or obtain additional financing;
the ability to leverage the benefits of recent acquisitions and successfully integrate newly acquired operations;
the impact of, and the ability to mitigate or manage disruptions posed by, the novel coronavirus pandemic (“COVID-19”) or other 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 the company’s business;
a decline in consumer confidence and discretionary spending;
the general performance of the U.S. and global economies;
continued or escalated conflict in the Middle East or elsewhere; 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 27, 2020.

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.
3


PART I—FINANCIAL INFORMATION
Item 1. Financial Statements. 
BGSF, Inc. and Subsidiaries
UNAUDITED CONSOLIDATED BALANCE SHEETS 
June 27,
2021
December 27, 2020
ASSETS 
Current assets  
Accounts receivable (net of allowance for credit losses of $521,001 and $492,087 for 2021 and 2020, respectively)$46,660,140 $41,493,800 
Prepaid expenses and other current assets2,672,579 2,154,966 
Income taxes receivable5,130 
Other current assets11,589 
Total current assets49,349,438 43,648,766 
Property and equipment, net2,787,251 3,723,582 
Other assets  
Deposits4,098,705 4,016,002 
Other assets1,436,230 1,195,143 
Deferred income taxes, net5,339,332 5,827,673 
Right-of-use asset - operating leases5,124,016 6,009,054 
Intangible assets, net36,978,504 33,781,168 
Goodwill34,155,493 32,076,880 
Total other assets87,132,280 82,905,920 
Total assets$139,268,969 $130,278,268 
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities  
Long-term debt, current portion$3,187,500 $2,625,000 
Accrued interest108,815 78,134 
Accounts payable285,596 219,693 
Accrued payroll and expenses14,656,169 11,448,403 
Contingent consideration, current portion2,215,540 
Lease liability, current portion2,060,073 2,031,898 
Other current liabilities3,549,785 
Income taxes payable1,861,116 
Total current liabilities26,063,478 18,264,244 
Line of credit (net of deferred finance fees of $230,670 and $268,076 at 2021 and 2020, respectively)11,906,814 5,709,266 
Long-term debt, less current portion24,800,000 26,300,000 
Contingent consideration, less current portion948,708 2,287,926 
Lease liability, less current portion3,876,274 4,903,539 
Other long-term liabilities3,615,823 7,355,541 
Total liabilities71,211,097 64,820,516 
Commitments and contingencies00
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, 10,343,340 and 10,328,379 shares issued and outstanding for 2021 and 2020, respectively, net of treasury stock, at cost, 1,235 shares for 2021 and 202073,983 73,834 
Additional paid in capital60,908,282 60,457,044 
Retained earnings7,136,452 5,049,748 
Accumulated other comprehensive loss(60,845)(122,874)
Total stockholders’ equity68,057,872 65,457,752 
Total liabilities and stockholders’ equity$139,268,969 $130,278,268 
The accompanying notes are an integral part of these unaudited consolidated financial statements.
4


BGSF, Inc. and Subsidiaries
UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
 
For the Thirteen and Twenty-six Week Periods Ended June 27, 2021 and June 28, 2020
 
Thirteen Weeks EndedTwenty-six Weeks Ended
 2021202020212020
Revenues$74,391,537 $62,606,334 $142,103,226 $136,673,763 
Cost of services52,608,723 45,701,191 101,505,682 99,492,889 
Gross profit21,782,814 16,905,143 40,597,544 37,180,874 
Selling, general and administrative expenses17,768,868 14,306,441 34,492,212 30,510,064 
Gain on contingent consideration(1,194,575)(1,194,575)
Impairment losses7,239,514 7,239,514 
Depreciation and amortization890,584 1,443,951 1,750,258 2,858,665 
Operating income (loss)4,317,937 (6,084,763)5,549,649 (3,427,369)
Interest expense, net218,533 429,660 595,060 885,685 
Income (Loss) before income taxes4,099,404 (6,514,423)4,954,589 (4,313,054)
Income tax expense (benefit)656,566 (1,685,160)799,954 (982,651)
Net income (loss)$3,442,838 $(4,829,263)$4,154,635 $(3,330,403)
Change in unrealized (gains) losses on cash flow hedges(29,814)171,723 (62,029)171,723 
Other comprehensive (loss) income(29,814)171,723 (62,029)171,723 
Net comprehensive income (loss)$3,472,652 $(5,000,986)$4,216,664 $(3,502,126)
Net income (loss) per share:    
Basic$0.33 $(0.47)$0.40 $(0.32)
Diluted$0.33 $(0.47)$0.40 $(0.32)
Weighted-average shares outstanding:    
Basic10,340,241 10,306,986 10,336,528 10,307,715 
Diluted10,391,923 10,306,986 10,393,908 10,307,715 
Cash dividends declared per common share$0.10 $0.05 $0.20 $0.35 
 
The accompanying notes are an integral part of these unaudited consolidated financial statements.
5


BGSF, Inc. and Subsidiaries 
UNAUDITED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY

For the Twenty-six Week Periods Ended June 28, 2020
Common Stock
 Preferred
Stock
SharesPar
Value
 Treasury Stock AmountAdditional Paid in CapitalRetained
Earnings
Accumulated Other Comprehensive LossTotal
Stockholders’ equity, December 29, 2019$10,309,236 $103,093 $(27,318)$59,617,787 $8,763,428 $$68,456,990 
Share-based compensation— — — — 192,913 — — 192,913 
Cancellation of restricted shares— (2,250)(23)— 23 — — 
Cash dividend declared— — — — — (3,092,771)— (3,092,771)
Net income— — — — — 1,498,860 — 1,498,860 
Stockholders’ equity, March 29, 202010,306,986 103,070 (27,318)59,810,723 7,169,517 67,055,992 
Share-based compensation— — — — 193,077 — — 193,077 
Share issuance cost— — (10,000)— — (10,000)
Cash dividend declared— — — — — (515,349)— (515,349)
Net loss— — — — — (4,829,263)— (4,829,263)
Unrealized losses on cash flow hedges(171,723)(171,723)
Stockholders’ equity, June 28, 2020$10,306,986 $103,070 $(27,318)$59,993,800 $1,824,905 $(171,723)$61,722,734 

 The accompanying notes are an integral part of these unaudited consolidated financial statements.
6


BGSF, Inc. and Subsidiaries 
UNAUDITED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY

For the Twenty-six Week Periods Ended June 27, 2021
Common Stock
Preferred
Stock
SharesPar
Value
Treasury Stock AmountAdditional Paid in CapitalRetained
Earnings
Accumulated Other Comprehensive LossTotal
Stockholders’ equity, December 27, 2020$10,328,379 $103,284 $(29,450)$60,457,044 $5,049,748 $(122,874)$65,457,752 
Share-based compensation— — — — 236,007 — — 236,007 
Share issuance cost— — — — (10,000)— — (10,000)
Issuance of restricted shares— 7,518 75 — (75)— — 
Exercise of common stock options— 213 — (2)— — 
Cash dividend declared— — — — — (1,033,597)— (1,033,597)
Net income— — — — — 711,797 — 711,797 
Unrealized gains on cash flow hedges— — — — — — 32,215 32,215 
Stockholders’ equity, March 28, 202110,336,110 103,361 (29,450)60,682,974 4,727,948 (90,659)65,394,174 
Share-based compensation— — — — 225,380 — — 225,380 
Issuance of restricted shares— 7,230 72 — (72)— — 
Cash dividend declared— — — — — (1,034,334)— (1,034,334)
Net income— — — — — 3,442,838 — 3,442,838 
Unrealized gains on cash flow hedges— — — — — — 29,814 29,814 
Stockholders’ equity, June 27, 2021$10,343,340 $103,433 $(29,450)$60,908,282 $7,136,452 $(60,845)$68,057,872 

 The accompanying notes are an integral part of these unaudited consolidated financial statements.
7



BGSF, Inc. and Subsidiaries
UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS

For the Twenty-six Week Periods Ended June 27, 2021 and June 28, 2020
 20212020
Cash flows from operating activities  
Net income (loss)$4,154,635 $(3,330,403)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:  
Depreciation398,760 446,478 
Amortization1,351,498 2,412,187 
Impairment losses7,239,514 
Contingent consideration adjustment(1,194,575)
Amortization of deferred financing fees37,406 37,406 
Interest expense on contingent consideration payable144,174 96,795 
Provision for credit losses233,282 99,909 
Share-based compensation461,387 385,990 
Deferred income taxes, net of acquired deferred tax liability488,341 (1,352,702)
Net changes in operating assets and liabilities, net of effects of acquisitions:  
Accounts receivable(5,054,501)8,293,021 
Prepaid expenses and other current assets(513,987)(567,990)
Other current assets(11,589)(6,571)
Deposits(82,703)(92,846)
Other assets166,577 (96,859)
Accrued interest30,681 206,391 
Accounts payable40,475 (371,931)
Accrued payroll and expenses3,159,487 15,032 
Other current liabilities18,977 (1,016,565)
Income taxes receivable and payable(1,866,246)60,101 
Operating leases(76,409)(50,068)
Other long-term liabilities(146,881)2,694,887 
Net cash provided by operating activities1,738,789 15,101,776 
Cash flows from investing activities  
Business acquired, net of cash received(3,780,000)(21,680,455)
Capital expenditures(1,103,500)(1,896,967)
Net cash used in investing activities(4,883,500)(23,577,422)
Cash flows from financing activities  
Net borrowings (payments) under line of credit6,160,142 (10,081,234)
Proceeds from issuance of long-term debt22,500,000 
Principal payments on long-term debt(937,500)(325,000)
Payments of dividends(2,067,931)(3,608,120)
Issuance of shares, net of offering costs(10,000)(10,000)
Net cash provided by financing activities3,144,711 8,475,646 
Net change in cash and cash equivalents
Cash and cash equivalents, beginning of period
Cash and cash equivalents, end of period$$
Supplemental cash flow information:  
Cash paid for interest$286,147 $515,211 
Cash paid for taxes, net of refunds$2,135,213 $279,469 

The accompanying notes are an integral part of these unaudited consolidated financial statements.
8

BGSF, Inc. and Subsidiaries
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS 

NOTE 1 - NATURE OF OPERATIONS
 
BGSF, Inc., along with its wholly owned subsidiaries BG Staffing, LLC, B G Staff Services Inc., BG Personnel, LP, BG Finance and Accounting, Inc., BG California IT Staffing, Inc., BG California Multifamily Staffing, Inc., BG California Finance & Accounting Staffing, Inc., EdgeRock Technology Holdings, Inc., EdgeRock Technologies, LLC, and BG Personnel of Texas, LLC (collectively, the “Company”), is a national provider of workforce solutions.

The Company operates primarily within the United States of America in 3 industry segments: Real Estate, Professional, and Light Industrial.

The Real Estate segment provides office and maintenance field talent to various apartment communities and commercial buildings currently in 41 states and D.C., via property management companies responsible for the apartment communities' and commercial buildings' day-to-day operations. The Real Estate segment operates through two divisions, BG Multifamily and BG Talent.
 
The Professional segment provides skilled field talent on a nationwide basis for information technology (“IT”) and finance, accounting, legal and human resource client partner projects. The Professional segment operates through three divisions, IT Consulting, IT Infrastructure & Development, and Finance and Accounting under various trade names including Extrinsic, American Partners, Donovan & Watkins, Vision Technology Services, Zycron, Smart Resources, L.J. Kushner & Associates, EdgeRock Technology Partners, and Momentum Solutionz.

The Light Industrial segment provides field talent primarily to manufacturing, distribution, logistics, and call center client partners needing a flexible workforce currently out of 11 locations and 12 on-sites in 7 states. The Light Industrial segment operates through one division under the InStaff trade name.
 
The Company normally experiences seasonal fluctuations. The quarterly operating results are affected by the number of billing days in a quarter, as well as the seasonality of client partners’ businesses. Demand for the Real Estate workforce solutions increase in the second quarter and is highest during the third quarter of the year due to the increased turns in multifamily units during the summer months when schools are not in session. Demand for the Light Industrial workforce solutions increases during the third quarter of the year and peaks in the fourth quarter due to increases in the demand for holiday help. Overall first quarter demand can be affected by adverse weather conditions in the winter months. In addition, the cost of services typically increases in the first quarter primarily due to the reset of payroll taxes. Normal seasonal demand has been significantly affected by COVID-19.

The Company has adjusted, and continues to monitor and change, its operations in response to COVID-19 in all of its segment, client partner, and home office locations. The extent of the impact from the outbreak on its operational and financial performance will depend on certain developments, including the duration and spread of the outbreak, its impact on the Company's client partners and the range of governmental and community reactions to the pandemic, which are uncertain and cannot be fully predicted at this time.

The accompanying unaudited consolidated financial statements have been prepared by the Company in accordance with generally accepted accounting principles in the United States of America (“GAAP”), pursuant to the applicable rules and regulations of the SEC. The information furnished herein reflects all adjustments (consisting only of normal recurring adjustments) that are, in the opinion of management, necessary to present a fair statement of the financial position and operating results of the Company as of and for the respective periods. However, these operating results are not necessarily indicative of the results expected for a full fiscal year or any other future period. Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with GAAP have been omitted pursuant to such rules and regulations. However, management of the Company believes, to the best of its knowledge, that the disclosures herein are adequate to make the information presented not misleading. The Company has determined that there were no subsequent events that would require disclosure or adjustments to the accompanying consolidated financial statements through the date the financial statements were issued. The accompanying unaudited consolidated financial statements should be read in conjunction with the audited consolidated financial statements of the Company for the fiscal year ended December 27, 2020, included in its Annual Report on Form 10-K.


9

BGSF, Inc. and Subsidiaries
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS 

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
Basis of Presentation
 
The consolidated financial statements include the accounts of the Company. All significant intercompany transactions and balances have been eliminated in consolidation.

Fiscal Periods
 
The Company has a 52/53 week fiscal year. Fiscal periods for the consolidated financial statements included herein are as of June 27, 2021 and December 27, 2020, and include the thirteen and twenty-six week periods ended June 27, 2021 and June 28, 2020, referred to herein as Fiscal 2021 and 2020, respectively.
 
Reclassifications
 
Certain reclassifications have been made to the 2020 financial statements to conform with the 2021 presentation.

 Management Estimates
 
The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates affecting the financial statements include allowances for credit losses, goodwill, intangible assets, lease liability, contingent consideration obligations related to acquisitions, and income taxes. Additionally, the valuation of share-based compensation expense uses a model based upon interest rates, stock prices, maturity estimates, volatility and other factors. The Company believes these estimates and assumptions are reliable. However, these estimates and assumptions may change in the future based on actual experience as well as market conditions.

The COVID-19 pandemic continues to have a significant impact on our economy as a result of measures designed to stop the spread of the virus. In light of the currently unknown ultimate duration and severity of COVID-19, we face a greater degree of uncertainty than normal in making the judgments and estimates needed to apply the Company’s significant accounting policies. As COVID-19 continues to develop, management may make changes to these estimates and judgments over time, which could result in meaningful impacts to the Company’s financial statements in future periods. Actual results and outcomes may differ from management’s estimates and assumptions.

Financial Instruments
 
The Company uses fair value measurements in areas that include, but are not limited to, interest rate swap agreements used to mitigate interest rate risk, and the allocation of purchase price consideration to tangible and identifiable intangible assets and contingent consideration. The carrying values of cash and cash equivalents, accounts receivables, prepaid expenses, accounts payable, accrued liabilities, and other current assets and liabilities approximate their fair values because of the short-term nature of these instruments. The carrying value of bank debt approximates fair value due to the variable nature of the interest rates under the credit agreement led by BMO Harris Bank, N.A. (“BMO”) that provided for a revolving credit facility and term loan and current rates available to the Company for debt with similar terms and risk. The fair value on the interest rate swap is based on quoted prices from BMO.

Cash and Cash Equivalents
 
Cash and cash equivalents include all highly liquid investments with an original maturity of three months or less.


10

BGSF, Inc. and Subsidiaries
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS 

Concentration of Credit Risk
 
Concentration of credit risk is limited due to the Company's diverse client partner base and their dispersion across many different industries and geographic locations nationwide. No single client partner accounted for more than 10% of the Company’s accounts receivable as of June 27, 2021 and December 27, 2020 or revenue for the twenty-six week periods ended June 27, 2021 and June 28, 2020. Geographic revenue in excess of 10% of the Company's consolidated revenue in Fiscal 2021 and the related percentage for Fiscal 2020 was generated in the following areas:     
Twenty-six Weeks Ended
June 27,
2021
June 28,
2020
Tennessee11 %15 %
Texas28 %23 %

Consequently, weakness in economic conditions in these regions could have a material adverse effect on the Company’s financial position and results of future operations.

Accounts Receivable
 
The Company extends credit to its client partners in the normal course of business. Accounts receivable represents unpaid balances due from client partners. The Company maintains an allowance for credit losses for expected losses resulting from client partners’ non-payment of balances due to the Company. The Company’s determination of the allowance for uncollectible amounts is based on management’s judgments and assumptions, including general economic conditions, portfolio composition, prior loss experience, evaluation of credit risk related to certain individual client partners and the Company’s ongoing examination process. Receivables are written off after they are deemed to be uncollectible after all reasonable means of collection have been exhausted. Recoveries of receivables previously written off are recorded when received. The Company will continue to actively monitor the impact of COVID-19 on expected credit losses.

Changes in the allowance for credit losses are as follows:
 Thirteen Weeks EndedTwenty-six Weeks Ended
 June 27,
2021
June 28,
2020
June 27,
2021
June 28,
2020
Beginning balance$492,087 $518,481 $492,087 $468,233 
EdgeRock Technology Holdings, Inc. (“EdgeRock”) acquisition47,498 
Provision for credit losses, net198,524 68,251 233,282 99,909 
Amounts written off, net(169,610)(119,532)(204,368)(148,440)
Ending balance$521,001 $467,200 $521,001 $467,200 
 
Property and Equipment
 
Property and equipment are stated net of accumulated depreciation and amortization of $4.7 million and $4.3 million at June 27, 2021 and December 27, 2020, respectively.

Deposits
 
The Company maintains guaranteed costs policies for workers' compensation coverage in monopolistic states and minimal loss retention coverage in all other states. Under these policies, the Company is required to maintain refundable deposits of $3.9 million and $3.8 million, as of June 27, 2021 and December 27, 2020, respectively, which are included in Deposits in the accompanying consolidated balance sheets.


11

BGSF, Inc. and Subsidiaries
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS 

Long-Lived Assets
 
The Company capitalizes direct costs incurred in the development of internal-use software. Cloud computing implementation costs incurred in hosting arrangements are capitalized and reported as a component of other assets. All other internal-use software development costs are capitalized and reported as a component of computer software within intangible assets.

The Company reviews its long-lived assets, primarily fixed assets, for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recovered. The Company looks primarily to the undiscounted future cash flows in its assessment of whether or not long-lived assets have been impaired. There were no impairments with respect to long-lived assets during Fiscal 2021 or Fiscal 2020.

Leases
 
The Company leases all their office space through operating leases, which expire at various dates through 2025. Many of the lease agreements obligate the Company to pay real estate taxes, insurance and certain maintenance costs, which are accounted for separately. Certain of the Company’s lease arrangements contain renewal provisions from 3 to 10 years, exercisable at the Company's option. The Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants.

The Company determines if an arrangement is an operating lease at inception. Leases with an initial term of 12 months or less are not recorded on the balance sheet. All other leases are recorded on the balance sheet as right-of-use assets and lease liabilities for the lease term.

Right of use lease assets and lease liabilities are recognized at commencement date based on the present value of lease payments over the lease term and include options to extend or terminate the lease when they are reasonably certain to be exercised. The present value of lease payments is determined primarily using the incremental borrowing rate based on the information available at lease commencement date. The Company’s operating lease expense is recognized on a straight-line basis over the lease term and is recorded in selling, general and administrative expenses.

Intangible Assets
 
The Company holds intangible assets with indefinite and finite lives. Intangible assets with indefinite useful lives are not amortized. Intangible assets with finite useful lives are amortized over their respective estimated useful lives, ranging from three to ten years, based on a pattern in which the economic benefit of the respective intangible asset is realized.

Identifiable intangible assets recognized in conjunction with acquisitions are recorded at fair value. Significant unobservable inputs are used to determine the fair value of the identifiable intangible assets based on the income approach valuation model whereby the present worth and anticipated future benefits of the identifiable intangible assets are discounted back to their net present value.

The Company capitalizes purchased software and internal payroll costs directly incurred in the modification of software for internal use. Software maintenance and training costs are expensed in the period incurred.

The Company evaluates the recoverability of intangible assets whenever events or changes in circumstances indicate that an intangible asset’s carrying amount may not be recoverable. The Company annually evaluates the remaining useful lives of all intangible assets to determine whether events and circumstances warrant a revision to the remaining period of amortization. The Company considered the current and expected future economic and market conditions surrounding COVID-19 and its impact on each of the reporting units. The Company determined there were no impairment indicators for these assets during Fiscal 2021.


12

BGSF, Inc. and Subsidiaries
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS 

Goodwill
 
Goodwill is not amortized, but instead is evaluated at the reporting unit level for impairment annually at the end of each fiscal year, or more frequently, if conditions indicate an earlier review is necessary. If the Company has determined that it is more likely than not that the fair value for one or more reporting units is greater than their carrying value, the Company may use a qualitative assessment for the annual impairment test. The Company considered the current and expected future economic and market conditions surrounding COVID-19 and its impact on each of the reporting units. The Company determined there were no impairment indicators for goodwill assets during Fiscal 2021 or Fiscal 2020.

Deferred Financing Fees
 
Deferred financing fees are amortized using the effective interest method over the term of the respective loans. Debt issuance costs related to a recognized debt liability are presented in the balance sheet as a direct deduction from the carrying amount of the related debt liability.
 
Contingent Consideration

The Company has obligations, to be paid in cash, related to its acquisitions if certain operating and financial goals are met. The fair value of this contingent consideration is determined using expected cash flows and present value technique. The fair value calculation of the expected future payments uses a discount rate commensurate with the risks of the expected cash flow. The resulting discount is amortized as interest expense over the outstanding period using the effective interest method.
Revenue Recognition
 
The Company derives its revenues from 3 segments: Real Estate, Professional, and Light Industrial. The Company provides workforce solutions and placement services. Revenues are recognized when promised workforce solutions are delivered to client partners, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those services. Revenues as presented on the consolidated statements of operations represent workforce solutions rendered to client partners less sales adjustments and allowances. Reimbursements, including those related to out-of-pocket expenses, are also included in revenues, and the related amounts of reimbursable expenses are included in cost of services.

The Company records revenue on a gross basis as a principal versus on a net basis as an agent in the presentation of revenues and expenses. The Company has concluded that gross reporting is appropriate because the Company (i) has the risk of identifying and hiring qualified field talent, (ii) has the discretion to select the field talent and establish their price and duties and (iii) bears the risk for services that are not fully paid for by client partners.

Workforce solutions revenues - Field talent revenues from contracts with client partners are recognized in the amount to which the Company has a right to invoice, when the services are rendered by the Company’s field talent.

Contingent placement revenues - Any revenues associated with workforce solutions that are provided on a contingent basis are recognized once the contingency is resolved, as this is when control is transferred to the client partner, usually when employment candidates start their employment.

Retained search placement revenues - any revenues from these workforce solutions are recognized based on the contractual amount for services completed to date which best depicts the transfer of control of services, which is less than 1% of consolidated revenues.

The Company estimates the effect of placement candidates who do not remain with its client partners through the guarantee period (generally 90 days) based on historical experience. Allowances, recorded as a liability, are established to estimate these losses. Fees to client partners are generally calculated as a percentage of the new worker’s annual compensation. No fees for placement workforce solutions are charged to employment candidates. These assumptions determine the timing of revenue recognition for the reported period.

Refer to Note 13 for disaggregated revenues by segment.


13

BGSF, Inc. and Subsidiaries
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS 

Payment terms in the Company's contracts vary by the type and location of its client partner and the workforce solutions offered. The term between invoicing and when payment is due is not significant. There were no unsatisfied performance obligations as of June 27, 2021. There were no revenues recognized during the twenty-six week period ended June 27, 2021 related to performance obligations satisfied or partially satisfied in previous periods. There are no contract costs capitalized. The Company did not recognize any contract impairments during the twenty-six week period ended June 27, 2021.

Share-Based Compensation
 
The Company recognizes compensation expense in selling, general and administrative expenses over the service period for options or restricted stock that are expected to vest and records adjustments to compensation expense at the end of the service period if actual forfeitures differ from original estimates.

Earnings Per Share
 
Basic earnings per common share are computed by dividing net income by the weighted average number of common shares outstanding during the period. Diluted earnings per share is calculated by dividing income available to common stockholders by the weighted average number of common shares outstanding during the period adjusted to reflect potentially dilutive securities. Antidilutive shares are excluded from the calculation of earnings per share.

The following is a reconciliation of the number of shares used in the calculation of basic and diluted earnings per share for the respective periods:
 Thirteen Weeks EndedTwenty-six Weeks Ended
 June 27,
2021
June 28,
2020
June 27,
2021
June 28,
2020
Weighted-average number of common shares outstanding:10,340,241 10,306,986 10,336,528 10,307,715 
Effect of dilutive securities: 
Stock options and restricted stock51,682 57,380 
Weighted-average number of diluted common shares outstanding10,391,923 10,306,986 10,393,908 10,307,715 
Stock options and restricted stock421,950 521,247 421,950 423,150 
Warrants 25,862 25,862 
Antidilutive shares421,950 547,109 421,950 449,012 

Income Taxes

The effective tax rates of 16.0% and 16.1% for the thirteen and twenty-six week periods ended June 27, 2021, respectively, and 25.9% and 22.8% for thirteen and twenty-six week periods ended June 28, 2020, respectively, were primarily due to state taxes offset by the Work Opportunity Tax Credit in Fiscal 2021 and Fiscal 2020 and the non-deductibility of transaction costs related to the EdgeRock acquisition in Fiscal 2020.

Deferred tax assets and liabilities are recorded for the estimated future tax effects of temporary differences between the tax basis of assets and liabilities and amounts are classified as noncurrent in the consolidated balance sheets. Deferred tax assets are also recognized for net operating loss and tax credit carryovers. The overall change in deferred tax assets and liabilities for the period measures the deferred tax expense or benefit for the period. Effects of changes in enacted tax laws on deferred tax assets and liabilities are reflected as adjustments to tax expense in the period of enactment. As of June 27, 2021, the Company has a $5.9 million net operating loss carry forward from the 2020 EdgeRock acquisition with no expiration date. These net operating losses are subject to an annual Internal Revenue Code Section 382 limitation of $1.3 million.
 

14

BGSF, Inc. and Subsidiaries
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS 

When appropriate, the Company will record a valuation allowance against net deferred tax assets to offset future tax benefits that may not be realized. In determining whether a valuation allowance is appropriate, the Company considers whether it is more likely than not that all or some portion of our deferred tax assets will not be realized, based in part upon management’s judgments regarding future events and past operating results. 

The Company recognizes any penalties when necessary as part of selling, general and administrative expenses. As of June 27, 2021, goodwill with an adjusted tax basis of $32.0 million is remaining to be amortized for tax purposes.

The Company follows the guidance of Accounting Standards Codification (“ASC”) Topic 740, Accounting for Uncertainty in Income Taxes. ASC Topic 740 prescribes a more-likely-than-not measurement methodology to reflect the financial statement impact of uncertain tax positions taken or expected to be taken in a tax return. 

Recent Accounting Pronouncements
 
In March 2020 and January 2021, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2020-04, Reference Rate Reform: Facilitation of the Effects of Reference Rate Reform on Financial Reporting (“ASU 2020-04”) and ASU No. 2021-01, Reference Rate Reform: Scope (“ASU 2021-01”), respectively. Together, ASU 2020-04 and ASU 2021-01 provide optional guidance for a limited period of time to ease the potential burden in accounting for (or recognizing the effects of) contract modifications, hedging relationships, and other arrangements that are expected to be impacted by the global transition away from certain reference rates, such as the London Interbank Offered Rate, towards new reference rates. The guidance in ASU 2020-04 and ASU 2021-01 was effective upon issuance and, once adopted, may be applied prospectively to contract modifications and hedging relationships through December 31, 2022. The Company is evaluating the impact that the guidance will have on its consolidated financial statements and related disclosures, if adopted, and currently does not expect that it would be material.

NOTE 3 - ACQUISITIONS
 
EdgeRock Technology Holding, Inc.

On February 3, 2020, the Company acquired 100% of the equity of EdgeRock for a net purchase price cash consideration of $21.0 million. The purchase price at closing was paid out of available funds under the Company’s credit agreement led by BMO.

The acquired business was assigned to the Professional segment. The acquisition of EdgeRock allows the Company to strengthen its operations in specialized IT consultants and technology professionals specialized in leading software and data ecosystems, as well as expand its IT geographic operations with offices in Arizona, Florida and Massachusetts.

For the thirteen week period ended June 28, 2020, EdgeRock operations included approximately $9.8 million of revenue and $0.3 million of operating income. For the twenty-six week period ended June 28, 2020, EdgeRock operations included twenty-one weeks for approximately $16.3 million of revenue and $0.6 million of operating income. The purchase price has been allocated to the assets acquired and liabilities assumed as of the date of acquisition. All amounts recorded to goodwill are non-deductible for tax purposes.

For the twenty-six week period ended June 28, 2020, the Company incurred costs of $0.5 million related to the EdgeRock acquisition. These costs were expensed as incurred in selling, general and administrative expenses.

Momentum Solutionz LLC

On February 8, 2021, the Company acquired substantially all of the assets and assumed certain liabilities of Momentum Solutionz (“Momentum”) for a purchase price of $3.8 million cash, subject to customary purchase price adjustments as specified in the purchase agreement. The purchase agreement further provides for contingent consideration of up to $2.2 million based on the performance of the acquired business for the two years following the date of acquisition. At closing, the purchase price was paid out of currently available funds under the Company’s credit agreement led by BMO.


15

BGSF, Inc. and Subsidiaries
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS 

The acquired business was assigned to the Professional segment. The acquisition of Momentum allows the Company to strengthen its operations in IT consultants and technology professionals. Momentum provides IT consulting and managed workforce solutions for organizations utilizing ERP systems. The IT consulting workforce solutions include strategic planning, software selection, road mapping, cloud migration, and implementation of ERP systems. The IT managed workforce solutions include optimization and maintenance of ERP systems. Momentum provides workforce solutions to clients throughout the United States in a variety of industries, including but not limited to hospitals, retail, universities and mid-size businesses.

The 2020 consolidated statement of income does not include any operating results of Momentum. For the thirteen week period ended June 27, 2021, Momentum operations included approximately $0.8 million of revenue and $0.1 million of operating income. For the twenty-six week period ended June 27, 2021, Momentum operations included twenty-one weeks for approximately $1.2 million of revenue and $0.2 million of operating income. All amounts recorded to goodwill are expected to be deductible for tax purposes. The preliminary acquisition has been allocated to the assets acquired and liabilities assumed as of the date of acquisition as follows:    
Accounts receivable$345,121 
Prepaid expenses and other assets3,626 
Property and equipment, net5,101 
Intangible assets3,347,970 
Goodwill2,078,613 
Liabilities assumed(73,708)
Total net assets acquired$5,706,723 
Cash$3,780,000 
Fair value of contingent consideration1,926,723 
Total fair value of consideration transferred for acquired business$5,706,723 
 
The preliminary allocation of the intangible assets is as follows:
 Estimated Fair
Value
Estimated 
Useful Lives
Covenants not to compete$37,800 5 years
Trade name1,420,000 Indefinite
Client partner list1,890,170 10 years
Total$3,347,970  

For the twenty-six week period ended June 27, 2021, the Company incurred costs of $0.2 million related to the Momentum acquisition. These costs were expensed as incurred in selling, general and administrative expenses.

Supplemental Unaudited Pro Forma Information

The Company estimates the revenues and net income for the periods below that would have been reported if the EdgeRock and Momentum acquisitions had taken place on the first day of the Company's 2020 fiscal year would be as follows (dollars in thousands, except per share amounts):
Thirteen Weeks EndedTwenty-six Weeks Ended
 June 27,
2021
June 28,
2020
June 27,
2021
June 28,
2020
Revenues$74,392 $63,235 $142,339 $141,447 
Gross profit$21,783 $17,280 $40,763 $39,102 
Net income (loss)$3,443 $(4,744)$4,199 $(3,193)
Income (Loss) per share:
Basic$0.33 $(0.46)$0.41 $(0.31)
Diluted$0.33 $(0.46)$0.40 $(0.31)

16

BGSF, Inc. and Subsidiaries
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS 

Pro forma net income includes amortization of identifiable intangible assets, interest expense on additional borrowings on the Revolving Facility (as defined below) at a rate of 2.4% and tax (benefit) expense of the pro forma adjustments at effective tax rates of and 16.1% and 22.8% for thirteen and twenty-six week periods ended Fiscal 2021 and Fiscal 2020, respectively. The pro forma operating results include adjustments to EdgeRock and Momentum related to synergy adjustments for expenses that would be duplicative and other non-recurring, non-operating and out of period expense items once integrated with the Company.

Amounts set forth above are not necessarily indicative of the results that would have been attained had the EdgeRock and Momentum acquisitions taken place on the first day of the Company’s 2020 fiscal year or of the results that may be achieved by the combined enterprise in the future.

NOTE 4 - LEASES
 
For operating leases, the weighted average remaining lease term was 3.1 years and 3.5 years at June 27, 2021 and December 27, 2020, respectively. The weighted average discount rate was 4.9% at June 27, 2021 and December 27, 2020. The Company's future operating lease obligations that have not yet commenced are immaterial.

The supplement cash flow information related to the Company's operating leases were as follows:

 Thirteen Weeks EndedTwenty-six Weeks Ended
 June 27,
2021
June 28,
2020
June 27,
2021
June 28,
2020
Cash paid for operating leases$580,529 $601,248 $1,159,845 $1,106,779 
Operating lease costs$522,496 $525,679 $1,045,793 $1,016,698 
Short-term lease costs$47,969 $108,359 $96,070 $234,737 

The undiscounted annual future minimum lease payments consist of the following at:
 June 27,
2021
Less than one year$2,297,032 
One to two years2,011,907 
Two to three years1,340,325 
Three to four years641,850 
Four to five years100,409 
Total lease payments6,391,523 
Interest(455,176)
Present value of lease liabilities$5,936,347 


17

BGSF, Inc. and Subsidiaries
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS 

NOTE 5 - INTANGIBLE ASSETS
 
Intangible assets are stated net of accumulated amortization of $49.9 million and $48.5 million at June 27, 2021 and December 27, 2020, respectively. During the twenty-six week periods ended June 27, 2021, the Company added software assets of $0.1 million and reclassified $1.1 million from property and equipment related to the information technology improvement project. Amortization expense for the fiscal years are comprised of following:
 Thirteen Weeks EndedTwenty-six Weeks Ended
 June 27,
2021
June 28,
2020
June 27,
2021
June 28,
2020
Client partner lists$554,962 $1,040,405 $1,100,289 $2,091,021 
Covenant not to compete55,245 66,395 109,860 136,084 
Acquisition intangibles610,207 1,106,800 1,210,149 2,227,105 
Computer software - amortization expense82,884 117,945 141,349 185,082 
Amortization expense693,091 1,224,745 1,351,498 2,412,187 
Computer software - selling, general and administrative expense18,822 18,822 37,644 37,644 
Total expense$711,913 $1,243,567 $1,389,142 $2,449,831 

NOTE 6 - ACCRUED PAYROLL AND EXPENSES, OTHER LONG-TERM LIABILITIES, AND CONTINGENT CONSIDERATION
 
Accrued payroll and expenses consist of the following at:
 June 27,
2021
December 27,
2020
Field talent payroll$6,612,583 $5,574,442 
Field talent payroll related1,528,299 1,036,135 
Accrued bonuses and commissions2,890,895 1,884,876 
Other3,624,392 2,952,950 
Accrued payroll and expenses$14,656,169 $11,448,403 

As of June 27, 2021, other current liabilities includes $3.5 million of deferred employer FICA and other long-term liabilities includes $3.5 million of deferred employer FICA and $0.1 million of interest rate swap (see Note 7). The deferred employer FICA is under the Coronavirus Aid, Relief, and Economic Security (CARES) Act, which allows relief to employers affected by the coronavirus pandemic. The CARES Act only applies to taxes incurred from March 27, 2020 through December 31, 2020. Half of the delayed payments are due by December 31, 2021, and the other half by December 31, 2022. The Company has elected to delay the payment of these taxes.

The following is a schedule of future estimated contingent consideration payments due as of June 27, 2021: 
Estimated Cash PaymentDiscountNet
Due in: 
Less than one year$2,360,000 $(144,460)$2,215,540 
One to two years1,110,000 (161,292)948,708 
Contingent consideration$3,470,000 $(305,752)$3,164,248 


18

BGSF, Inc. and Subsidiaries
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS 

NOTE 7 - DEBT
 
On July 16, 2019, the Company entered into a Credit Agreement (the “Credit Agreement”), maturing July 16, 2024, led by BMO, as administrative agent, lender, letters of credit issuer, and swing line lender. The Credit Agreement provides for a revolving credit facility (the “Revolving Facility”) permitting the Company to borrow funds from time to time in an aggregate amount up to $35 million. The Credit Agreement also provided for a term loan commitment (the “Term Loan”) permitting the Company to borrow funds from time to time in an aggregate amount not to exceed $30 million with principal payable quarterly, based on an annual percentage of the original principal amount as defined in the Credit Agreement, all of which has been funded. The Company may from time to time, with a maximum of 2, request an increase in the aggregate Term Loan up to $40 million, with minimum increases of $10 million. The Company’s obligations under the Credit Agreement are secured by a first priority security interest in substantially all tangible and intangible property of the Company and its subsidiaries. The Credit Agreement bears interest either at the Base Rate plus the Applicable Margin or LIBOR plus the Applicable Margin (as such terms are defined in the Credit Agreement). The Company also pays an unused commitment fee on the daily average unused amount of Revolving Facility and Term Loan.

The Credit Agreement contains customary affirmative and negative covenants. The Company is subject to a maximum Leverage Ratio and a minimum Fixed Charge Coverage Ratio as defined in the Credit Agreement. The Company was in compliance with these covenants as of June 27, 2021.

On February 8, 2021, the Company borrowed $3.8 million on the Revolving Facility in conjunction with the closing of the Momentum acquisition.

Letter of Credit

In March 2020, in conjunction with the 2020 EdgeRock acquisition, the Company entered into a standby letter of credit arrangement, which expires December 31, 2024, for purposes of protecting a lessor against default on lease payments. As of June 27, 2021, the Company had a maximum financial exposure from this standby letter of credit totaling $0.1 million, all of which is considered usage against the Revolving Facility. The Company has no history of default, nor is it aware of circumstances that would require it to perform under any of these arrangements and believes that the resolution of any disputes thereunder that might arise in the future would not materially affect the Company's consolidated financial statements. Accordingly, no liability has been recorded in respect to these arrangements as of June 27, 2021.

Line of Credit

At June 27, 2021 and December 27, 2020, $12.1 million and $6.0 million, respectively, was outstanding on the revolving facilities. Average daily balance for the thirteen week periods ended June 27, 2021 and June 28, 2020 was $8.9 million and $13.0 million, respectively. Average daily balance for the twenty-six week periods ended June 27, 2021 and June 28, 2020 was $7.6 million and $16.1 million, respectively.

Borrowings under the revolving facilities consisted of and bore interest at:
June 27,
2021
December 27,
2020
Base Rate$4,137,484 4.25 %$1,977,342 4.25 %
LIBOR8,000,000 2.34 %4,000,000 2.15 %
Total$12,137,484 $5,977,342 

Long-Term Debt

Long-term debt consists of and bore interest at:
June 27,
2021
December 27,
2020
Base Rate$3,362,500 2.34 %$4,300,000 2.15 %
Fixed rate24,625,000 2.39 %24,625,000 2.39 %
Long-term debt$27,987,500 $28,925,000 
19

BGSF, Inc. and Subsidiaries
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS 

Cash Flow Hedge

In April 2020, the Company entered into a pay-fixed/receive-floating interest rate swap agreement with our bank syndicate lead by BMO that reduces the floating interest rate component on the Term Loan obligation. The $25.0 million notional amount was effective on June 3, 2020 and designed as a cash flow hedge on the underlying variable rate interest payments against a fixed interest rate that terminates on June 1, 2023. In accordance with cash flow hedge accounting treatment, the Company has determined that the hedge is perfectly effective using the change-in-variable-cash-flow method.

The unrealized gains or losses associated with the change in the fair value of the effective portion of the hedging instrument is recorded in accumulated other comprehensive loss. The Company reclassifies the interest rate swap from accumulated other comprehensive gain or loss against interest expense in the same period in which the hedge transaction affects earnings. Hedge effectiveness is tested quarterly. As of June 27, 2021, the instrument was perfectly effective and no additional amounts were reclassed from accumulated other comprehensive loss into income in the thirteen and twenty-six week periods ended June 27, 2021 or June 28, 2020. See Note 8 for location on the balance sheet.

NOTE 8 - FAIR VALUE MEASUREMENTS

The accounting standard for fair value measurements defines fair value and establishes a market-based framework or hierarchy for measuring fair value. The standard is applicable whenever assets and liabilities are measured at fair value. The fair value hierarchy established prioritizes the inputs used in valuation techniques into three levels as follows:
 
Level 1 - Observable inputs - quoted prices in active markets for identical assets and liabilities;

Level 2 - Observable inputs other than the quoted prices in active markets for identical assets and liabilities - includes quoted prices for similar instruments, quoted prices for identical or similar instruments in inactive markets, and amounts derived from valuation models where all significant inputs are observable in active markets, for substantially the full term of the financial instrument; and

Level 3 - Unobservable inputs - includes amounts derived from valuation models where one or more significant inputs are unobservable and require us to develop relevant assumptions.

The following table summarizes the financial assets and liabilities measured at fair value on a recurring basis and the level they fall within the fair value hierarchy:
Amounts Recorded at Fair Value  Financial Statement Classification  Fair Value
Hierarchy 
 June 27,
2021
December 27,
2020
Interest rate swapOther long-term liabilitiesLevel 2$60,845 $122,874 
Contingent consideration, net Contingent consideration, net - current and long-term Level 3$3,164,248 $2,287,926 

The changes in the Level 2 fair value measurements from December 27, 2020 to June 27, 2021 change in the fair market value of the interest rate swap agreement. Key inputs in determining the fair value of the interest rate swap as of June 27, 2021 and December 27, 2020 are quoted prices from BMO (See Note 7).

The changes in the Level 3 fair value measurements from December 27, 2020 to June 27, 2021 relates to $1.9 million attributable to the Momentum acquisition, $0.1 million in accretion, and the remaining in gains included in earnings. Key inputs in determining the fair value of the contingent consideration as of June 27, 2021 and December 27, 2020 included discount rates ranging from 8.9% to 9.2% as well as management's estimates of future sales volumes and earning before interest, income taxes, depreciation, and amortization "EBITDA."

NOTE 9 - CONTINGENCIES
 
The Company is engaged from time to time in legal matters and proceedings arising out of its normal course of business. The Company establishes a liability related to its legal proceedings and claims when it has determined that it is probable that the Company has incurred a liability and the related amount can be reasonably estimated. If the Company determines that an obligation is reasonably possible, the Company will, if material, disclose the nature of the loss contingency and the estimated range of possible loss, or include a statement that no estimate of the loss can be made.
20

BGSF, Inc. and Subsidiaries
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS 

The Company insures against, subject to and upon the terms and conditions of various insurance policies, claims or losses from workers’ compensation, general liability, automobile liability, property damage, professional liability, employment practices, fiduciary liability, fidelity losses, crime and cyber risk, and director and officer liability. Under the Company's bylaws, the Company’s directors and officers are indemnified against certain liabilities arising out of the performance of their duties to the Company. The Company also has an insurance policy for our directors and officers to insure them against liabilities arising from the performance of their positions with the Company or its subsidiaries. The Company has also entered into indemnification agreements with its directors and certain officers.

Impact of COVID-19

Our business, results of operations, and financial condition have been, and may continue to be, adversely impacted in material respects by COVID-19 and by related government actions, non-governmental organization recommendations, and public perceptions, all of which have led and may continue to lead to disruption in global economic and labor markets. These effects have had a significant impact on our business, including reduced demand for our workforce solutions, early terminations or reductions in projects, and hiring freezes, and a shift of a majority of our workforce to remote operations, all of which have had a significant adverse impacts on our financial results.

Other potential impacts of COVID-19 may include continued or expanded closures or reductions of operations with respect to our client partners’ operations or facilities, the possibility our client partners will not be able to pay for our workforce solutions, or that they will attempt to defer payments owed to us, either of which could materially impact our liquidity, the possibility that the uncertain nature of the pandemic may not yield the increase in certain of our workforce solutions that we have historically observed during periods of economic downturn, and the possibility that various government-sponsored programs to provide economic relief may be inadequate. Further, we may continue to experience adverse financial impacts, some of which may be material, if we cannot offset revenue declines with cost savings through expense-related initiatives, human capital management initiatives, or otherwise. As a result of these observed and potential developments, we expect our business, results of operations, and financial condition to continue to be affected.

NOTE 10 – EQUITY
 
Authorized capital stock consists of 19,500,000 shares of common stock, par value $0.01 per share and 500,000 shares of undesignated preferred stock, par value $0.01 per share.

Restricted Stock

The Company issued net restricted common stock of 14,748 shares to non-team member (non-employee) directors in Fiscal 2021. The restricted shares of $0.01 par value per share were issued under the 2013 Long-Term Incentive Plan and contain a three-year service condition. The restricted stock constitutes issued and outstanding shares of the Company’s common stock, except for the right of disposal, for all purposes during the period of restriction including voting rights and dividend distributions.

NOTE 11 – SHARE-BASED COMPENSATION

Stock Options

For the thirteen week periods ended June 27, 2021 and June 28, 2020, the Company recognized $0.1 million of compensation expense related to stock options. For the twenty-six week periods ended June 27, 2021 and June 28, 2020, the Company recognized $0.2 million and $0.3 million, respectively, of compensation expense related to stock options. Unamortized share-based compensation expense as of June 27, 2021 amounted to $0.6 million which is expected to be recognized over the next 2.1 years.
 

21

BGSF, Inc. and Subsidiaries
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS 



A summary of stock option activity is presented as follows:
 Number of
Shares
Weighted Average Exercise Price Per ShareWeighted Average Remaining Contractual LifeTotal Intrinsic Value of Awards
(in thousands)
Options outstanding at December 27, 2020652,655 $17.63 7.1$665 
Exercised(600)$9.72 
Forfeited / Canceled(2,200)$18.60 
Options outstanding at June 27, 2021649,855 $17.64 6.6$601 
Options exercisable at December 27, 2020416,717 $16.96 6.3$463 
Options exercisable at June 27, 2021442,867 $17.22 5.9$420 
 Number of
Shares
Weighted Average Grant Date Fair Value
Nonvested outstanding at December 27, 2020235,938 $18.83 
Nonvested outstanding at June 27, 2021206,988 $18.53 

For the twenty-six week period ended June 27, 2021, the Company issued 213 shares of common stock upon the cashless exercise of 600 stock options.

Restricted Stock

For the thirteen week periods ended June 27, 2021 and June 28, 2020, the Company recognized $0.1 million of compensation expense related to restricted stock awards. For the twenty-six week periods ended June 27, 2021 and June 28, 2020, the Company recognized $0.2 million and $0.1 million, respectively, of compensation expense related to restricted stock awards. Unamortized share-based compensation expense as of June 27, 2021 amounted to $0.3 million which is expected to be recognized over the next 2.4 years.

A summary of restricted stock activity is presented as follows:
 Number of
Shares
Weighted Average Grant Date Fair Value
Restricted outstanding at December 27, 202025,218 $16.01 
Issued14,748 $13.22 
Vested(3,684)$13.22 
Restricted outstanding at June 27, 202136,282 $15.16 
Nonvested outstanding at December 27, 202025,218 $16.01 
Nonvested outstanding at June 27, 202136,282 $15.16 

Warrant Activity
 
For the thirteen and twenty-six week periods ended June 27, 2021 and June 28, 2020, the Company did not recognize compensation cost related to warrants. There was 0 unamortized stock compensation expense to be recognized as of June 27, 2021.
 

22

BGSF, Inc. and Subsidiaries
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS 



A summary of warrant activity is presented as follows:
 Number of
Shares
Weighted Average Exercise Price Per ShareWeighted Average Remaining Contractual LifeTotal Intrinsic Value of Options
(in thousands)
Warrants outstanding at December 27, 202025,862 $16.80 0.4$
Warrants outstanding at June 27, 2021$0.0$
Warrants exercisable at December 27, 202025,862 $16.80 0.4$
Warrants exercisable at June 27, 2021$0.0$

There were no nonvested warrants outstanding at June 27, 2021 or December 27, 2020.

The intrinsic value in the tables above is the amount by which the market value of the underlying stock exceeded the exercise price of outstanding options or warrants, before applicable income taxes and represents the amount holders would have realized if all in-the-money options or warrants had been exercised on the last business day of the period indicated.

2020 Employee Stock Purchase Plan (“2020 ESPP”)

In November 2020, the Company's shareholders approved the 2020 ESPP. Under the 2020 ESPP, eligible team members of the Company may elect for payroll deductions to purchase shares on each purchase date during an offering period. A total of 250,000 shares of common stock of BGSF, Inc. were initially reserved for issuance pursuant to the 2020 ESPP. All shares remain available for issuance as of June 27, 2021 and the Company began the initial offering period during second quarter 2021. During third quarter 2021, approximately 17,000 shares of common stock will be issued under the first ESPP purchase.

NOTE 12 - TEAM MEMBER BENEFIT PLAN
 
Defined Contribution Plan

The Company provides a defined contribution plan (the “401(k) Plan”) for the benefit of its eligible team members and field talent. The 401(k) Plan allows participants to make contributions subject to applicable statutory limitations. The Company matches participants contributions 100% up to the first 3% and 50% of the next 2% of a team member's or field talent’s compensation. The Company contributed $0.4 million and $0.4 million to the 401(k) Plan for the thirteen week periods ended June 27, 2021 and June 28, 2020. The Company contributed $0.8 million and $0.7 million to the 401(k) Plan for the twenty-six week periods ended June 27, 2021 and June 28, 2020.

NOTE 13 - BUSINESS SEGMENTS
 
The Company operates within 3 industry segments: Real Estate, Professional, and Light Industrial. The Real Estate segment provides office and maintenance field talent to various apartment communities and commercial buildings currently in 41 states and D.C., via property management companies responsible for the apartment communities' and commercial buildings' day-to-day operations. The Real Estate segment operates through two divisions, BG Multifamily and BG Talent. The Professional segment provides skilled field talent on a nationwide basis for IT and finance, accounting, legal and human resource client partner projects. The Professional segment operates through three divisions, IT Consulting, IT Infrastructure & Development, and Finance and Accounting under various trade names including Extrinsic, American Partners, Donovan & Watkins, Vision Technology Services, Zycron, Smart Resources, L.J. Kushner & Associates, EdgeRock Technology Partners, and Momentum Solutionz. The Light Industrial segment provides field talent primarily to manufacturing, distribution, logistics, and call center client partners needing a flexible workforce currently out of 11 locations and 12 on-sites in 7 states. The Light Industrial segment operates through one division under the InStaff trade name.

Segment operating income includes all revenue and cost of services, direct selling expenses, depreciation and amortization expense and excludes all general and administrative (home office) expenses. Assets of home office include cash, unallocated prepaid expenses, property and equipment, deferred tax assets, and other assets.

23

BGSF, Inc. and Subsidiaries
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS 


The following table provides a reconciliation of revenue and operating income by reportable segment to consolidated results for the periods indicated:
 Thirteen Weeks EndedTwenty-six Weeks Ended
 June 27,
2021
June 28,
2020
June 27,
2021
June 28,
2020
Revenue:    
Real Estate$21,212,102 $11,780,445 $39,824,847 $31,808,278 
Professional36,185,620 36,649,443 67,323,066 72,993,349 
Light Industrial16,993,815 14,176,446 34,955,313 31,872,136 
Total$74,391,537 $62,606,334 $142,103,226 $136,673,763 
Depreciation:    
Real Estate$53,796 $53,796 $108,786 $109,136 
Professional98,224 109,307 197,033 208,740 
Light Industrial24,743 25,049 48,175 52,154 
Home office20,730 31,054 44,766 76,448 
Total$197,493 $219,206 $398,760 $446,478 
Amortization:    
Professional$610,274 $1,167,329 $1,210,281 $2,348,164 
Home office82,817 57,416 141,217 64,023 
Total$693,091 $1,224,745 $1,351,498 $2,412,187 
Operating income:
Real Estate$2,973,221 $773,842 $5,425,663 $3,813,116 
Professional - without impairment losses2,584,082 1,598,581 4,077,358 3,438,362 
Professional - impairment losses(7,239,514)(7,239,514)
Light Industrial1,010,778 870,454 2,166,448 1,967,552 
Home office - selling(199,140)(147,148)(437,969)(239,810)
Home office - general and administrative(3,245,579)(1,940,978)(6,876,426)(5,167,075)
Home office - gain on contingent consideration1,194,575 1,194,575 
Total$4,317,937 $(6,084,763)$5,549,649 $(3,427,369)

Capital expenditures:
Real Estate$23,962 $17,549 $64,941 $43,273 
Professional19,876 32,926 79,895 73,898 
Light Industrial19,789 3,201 27,115 3,201 
Home office492,236 793,618 931,549 1,776,595 
Total$555,863 $847,294 $1,103,500 $1,896,967 


24

BGSF, Inc. and Subsidiaries
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS 



 June 27,
2021
December 27,
2020
Total Assets:  
Real Estate$17,863,484 $15,598,575 
Professional89,755,632 81,671,193 
Light Industrial14,265,969 16,122,052 
Home office17,383,884 16,886,448 
Total$139,268,969 $130,278,268 

NOTE 14 - SUBSEQUENT EVENTS

Dividend

On August 4, 2021, the Company's board of directors declared a cash dividend in the amount of $0.12 per share of common stock to be paid on August 23, 2021 to all shareholders of record as of the close of business on August 16, 2021.


25


Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
 
This Management’s Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with our accompanying Unaudited Consolidated Financial Statements and related notes thereto and our Annual Report on Form 10-K for the fiscal year ended December 27, 2020. Comparative segment revenues and related financial information are discussed herein and are presented in Note 13 to our Unaudited Consolidated Financial Statements. See “Forward Looking Statements” on page 3 of this report and “Risk Factors” included in our filings with the SEC, including our Quarterly Reports on Form 10-Q and our Annual Report on Form 10-K for the fiscal year ended December 27, 2020, for a description of important factors that could cause actual results to differ from expected results. Our historical financial information may not be indicative of our future performance.

Overview
 
We are a leading national provider of professional workforce solutions and have completed a series of acquisitions including the acquisition of BG Personnel, LP and B G Staff Services Inc. in June 2010, substantially all of the assets of JNA Staffing, Inc. in December 2010, Extrinsic, LLC in December 2011, American Partners, Inc. in December 2012, InStaff Holding Corporation and InStaff Personnel, LLC in June 2013, D&W Talent, LLC in March 2015, Vision Technology Services, Inc., Vision Technology Services, LLC, and VTS-VM, LLC in October 2015, Zycron, Inc. in April 2017, Smart Resources, Inc. and Accountable Search, LLC in September 2017, and LJK in December 2019, 100% of the equity of EdgeRock in February 2020, and substantially all of the assets of Momentum in February 2021. We operate within three industry segments: Real Estate, Professional, and Light Industrial. We provide workforce solutions to client partners primarily within the United States of America. We currently operate across 42 states and D.C., as well as 12 on-site locations.

Our Real Estate segment provides office and maintenance field talent to various apartment communities and commercial buildings currently in 41 states and D.C., via property management companies responsible for the apartment communities' and commercial buildings' day-to-day operations. Our Real Estate segment operates through two divisions, BG Multifamily and BG Talent.
 
Our Professional segment provides skilled field talent on a nationwide basis for IT and finance, accounting, legal and human resource client partner projects. Our Professional segment operates through three divisions, IT Consulting, IT Infrastructure & Development, and Finance and Accounting under various trade names including Extrinsic, American Partners, Donovan & Watkins, Vision Technology Services, Zycron, Smart Resources, L.J. Kushner & Associates, EdgeRock Technology Partners, and Momentum Solutionz.
 
Our Light Industrial segment provides field talent primarily to manufacturing, distribution, logistics, and call center client partners needing a flexible workforce currently out of 11 locations and 12 on-sites in 7 states. Our Light Industrial segment operates through one division under the InStaff trade name.

Our business normally experiences seasonal fluctuations. Our quarterly operating results are affected by the number of billing days in a quarter, as well as the seasonality of our client partners’ businesses. Demand for our Real Estate workforce solutions increase in the second quarter and is highest during the third quarter of the year due to the increased turns in multifamily units during the summer months when schools are not in session. Demand for our Light Industrial workforce solutions increases during the third quarter of the year and peaks in the fourth quarter due to increases in the demand for holiday help. Overall first quarter demand can be affected by adverse weather conditions in the winter months. In addition, our cost of services typically increases in the first quarter primarily due to the reset of payroll taxes. Normal seasonal demand has been significantly affected by COVID-19.
Impact of COVID-19

We continue to observe the impact of the COVID-19 outbreak on our consolidated operating results, our candidate and field talent supply chain, and our client partners demand in all segments. We expect that the social distancing measures, the changing operational status of our client partners, production levels at client partners facilities, and general business uncertainty will continue to effect demand in all our segments.

During this uncertain time, our critical priorities are the health and safety of our team members, field talent, candidates and client partners. Starting in March 2020, we took several cost containment and liquidity actions, which we do not believe have materially adversely impacted our internal controls, financial reporting systems or our operations.


26


Our business, results of operations, and financial condition have been, and may continue to be, adversely impacted in material respects by COVID-19 and by related government actions, non-governmental organization recommendations, and public perceptions, all of which have led and may continue to lead to disruption in global economic and labor markets. These effects have had a significant impact on our business, including reduced demand for our workforce solutions, early terminations or reductions in projects, and hiring freezes, and a shift of a majority of our workforce to remote operations, all of which have contributed to a decline in revenues and other significant adverse impacts on our financial results. Other potential impacts of COVID-19 may include continued or expanded closures or reductions of operations with respect to our client partners’ operations or facilities, the possibility our client partners will not be able to pay for our workforce solutions, or that they will attempt to defer payments owed to us, either of which could materially impact our liquidity, the possibility that the uncertain nature of the pandemic may not yield the increase in certain of our workforce solutions that we have historically observed during periods of economic downturn, and the possibility that various government-sponsored programs to provide economic relief may be inadequate. Further, we may continue to experience adverse financial impacts, some of which may be material, if we cannot offset revenue declines with cost savings through expense-related initiatives, human capital management initiatives, or otherwise. As a result of these observed and potential developments, we expect our business, results of operations, and financial condition to continue to be affected.

Real Estate was strongly affected by COVID-19 when client partners immediately stopped non-emergency maintenance, which is our largest revenue source. Additionally, during our high volume season, many client partners were forced into a virtual leasing model verses using onsite touring options. With many government actions requiring eviction moratoriums, our client partners’ response was to tighten all expenses.

We will continue to actively monitor the situation and may take further actions that alter our business operations as may be required by federal, state, local authorities, or that we determine are in the best interests of our team members, field talent, client partners, and stockholders. The potential effects are not clear for any such alterations or modifications on our business, our client partners, candidates, vendors, or on our financial results.

Results of Operations
 
The following tables summarize key components of our results of operations for the periods indicated, both in dollars and as a percentage of revenues, and have been derived from our unaudited consolidated financial statements. The Fiscal 2021 (as defined below) consolidated statement of operations and comprehensive income includes twenty-one weeks of Momentum operations. The Fiscal 2020 (as defined below) consolidated statement of operations and comprehensive income includes twenty-one weeks of EdgeRock operations.
 
 Thirteen Weeks EndedTwenty-six Weeks Ended
 June 27,
2021
June 28,
2020
June 27,
2021
June 28,
2020
 (dollars in thousands)
Revenues$74,392 $62,606 $142,103 $136,674 
Cost of services52,609 45,701 101,506 99,493 
Gross profit21,783 16,905 40,597 37,181 
Selling, general and administrative expenses17,769 14,306 34,492 30,509 
Gain on contingent consideration(1,195)— (1,195)— 
Impairment losses— 7,240 — 7,240 
Depreciation and amortization891 1,444 1,750 2,859 
Operating income (loss)4,318 (6,085)5,550 (3,427)
Interest expense, net219 430 595 886 
Income (Loss) before income tax4,099 (6,514)4,955 (4,313)
Income tax expense (benefit)657 (1,685)800 (983)
Net income (loss)$3,443 $(4,829)$4,155 $(3,330)

27


 Thirteen Weeks EndedTwenty-six Weeks Ended
 June 27,
2021
June 28,
2020
June 27,
2021
June 28,
2020
Revenues100.0 %100.0 %100.0 %100.0 %
Cost of services70.7 %73.0 %71.4 %72.8 %
Gross profit29.3 %27.0 %28.6 %27.2 %
Selling, general and administrative expenses23.9 %22.9 %24.3 %22.3 %
Gain on contingent consideration(1.6)%— %(0.8)%— %
Impairment losses— %11.6 %— %5.3 %
Depreciation and amortization1.2 %2.3 %1.2 %2.1 %
Operating income (loss)5.8 %(9.7)%3.9 %(2.5)%
Interest expense, net0.3 %0.7 %0.4 %0.6 %
Income (Loss) before income tax5.5 %(10.4)%3.5 %(3.2)%
Income tax expense (benefit)0.9 %(2.7)%0.6 %(0.7)%
Net income (loss)4.6 %(7.7)%2.9 %(2.4)%


Thirteen Week Fiscal Period Ended June 27, 2021 (“Fiscal 2021”) Compared with Thirteen Week Fiscal Period Ended June 28, 2020 (“Fiscal 2020”) 
Revenues:Thirteen Weeks Ended
 June 27,
2021
June 28,
2020
 (dollars in thousands)
Revenues by segment:  
Real Estate$21,212 28.5 %$11,780 18.8 %
Professional36,186 48.6 %36,649 58.5 %
Light Industrial16,994 22.9 %14,177 22.7 %
Total Revenues$74,392 100.0 %$62,606 100.0 %
 
Real Estate Revenues: Real Estate revenues increased approximately $9.4 million (80.1%), primarily due to recovery effects of the COVID-19 pandemic discussed above. The increase was due to a 63.5% increase in billed hours and a 10.2% increase in average bill rate.
 
Professional Revenues: Professional revenues decreased approximately $0.4 million (1.3%), primarily due to a 4.1% decrease in billed hours, a 1.1% decrease in average bill rate, and a decline in the IT Infrastructure & Development division. These decreases were partially offset by $1.0 million of an increase in permanent placements and the 2021 Momentum acquisition that provided new revenues of $0.8 million.

Light Industrial Revenues: Light Industrial revenues increased approximately $2.8 million (19.9%), primarily due to the increased demand in the logistics market. The increase was effected by an 11.2% increase in billed hours and a 7.8% increase in average bill rate.

Gross Profit:
 
Gross profit represents revenues from workforce solutions less cost of services expenses, which consist of payroll, payroll taxes, payroll-related insurance, field talent costs, and reimbursable costs.
28


 Thirteen Weeks Ended
 June 27,
2021
June 28,
2020
 (dollars in thousands)
Gross Profit by segment:  
Real Estate$7,855 36.2 %$4,447 26.3 %
Professional11,393 52.3 %10,420 61.6 %
Light Industrial2,535 11.5 %2,038 12.1 %
Total Gross Profit$21,783 100.0 %$16,905 100.0 %
 Thirteen Weeks Ended
 June 27,
2021
June 28,
2020
Gross Profit Percentage by segment:  
Real Estate37.0 %37.8 %
Professional31.5 %28.4 %
Light Industrial14.9 %14.4 %
Company Gross Profit29.3 %27.0 %
 
Overall, our gross profit increased approximately $4.9 million (28.9%). As a percentage of revenue, gross profit has increased to 29.3% from 27.0%, primarily due to higher gross profits across our Professional segment and increased Real Estate contributions.

We determine spread as the difference between average bill rate and average pay rate.

Real Estate Gross Profit: Real Estate gross profit increased approximately $3.4 million (76.6%) in line with increased revenue and a 8.8% increase in average spread.
 
Professional Gross Profit: Professional gross profit increased approximately $1.0 million (9.3%) primarily from and increase in permanent placements that provided an additional $1.0 million of gross profit and the 2021 Momentum acquisition which contributed an additional $0.4 million. The overall increase in gross profit was affected by an 1.3% decrease in average spread.

Light Industrial Gross Profit: Light Industrial gross profit increased approximately $0.5 million (24.4%) in line with increased revenue and a 11.5% increase in average spread.
 
Selling, General and Administrative Expenses: Selling, general and administrative expenses increased approximately $3.5 million (24.2%), primarily due to additional compensation generated from increased revenues. The 2021 Momentum acquisition which contributed an additional $0.2 million. The components of selling, general and administrative expense are detailed in the following table:
29


 Thirteen Weeks Ended
 June 27,
2021
June 28,
2020
Amount% of RevenueAmount% of Revenue$
Change
%
Change
 (dollars in thousands)
Compensation and related$14,051 19 %$11,173 18 %$2,878 26 %
Advertising and recruitment378 %429 %(51)(12)%
Occupancy and office operations911 %1,050 %(139)(13)%
Client engagement70 — %27 — %43 159 %
Software707 %559 %147 26 %
Professional fees337 — %215 — %122 57 %
Public company related costs185 — %131 — %54 41 %
Bad debt199 — %68 — %131 193 %
Share-based compensation225 — %193 — %32 17 %
Transaction fees19 — %48 — %(29)(60)%
IT roadmap508 %432 %77 18 %
Workers compensation loss retention return(348)— %(464)(1)%116 (25)%
Other527 %443 %83 19 %
$17,769 24 %$14,306 23 %$3,464 24 %

Gain on contingent consideration: As a result of the certain business developments in Fiscal 2021, the Company recognized a $1.2 million gain on contingent consideration related to the 2019 LJK acquisition.

Depreciation and Amortization: Depreciation and amortization charges decreased approximately $0.6 million (38.3%). The decrease in depreciation and amortization is primarily due to the Professional segment with a decrease related to the 2015 Vision Technology Services acquisition and a decrease related to the 2020 impairment losses.

Impairment loss: As a result of the certain business developments in Fiscal 2020 and changes in the Company's long-term projections, the Company calculated the quantitative impairment test of the finance and accounting group using the relief from royalty method for the indefinite-lived intangible assets and residual method for the definite-lived intangible assets by asset group. In the Professional segment, the Company recognized a $3.7 million trade name impairment loss and a $3.5 million client partner list impairment loss.

 Interest Expense, net: Interest expense, net was lower primarily due to higher annual interest received from our workers compensation loss retention program, and the lower average balance on the Revolving Facility.

Income Tax Expense (Benefit): Income tax expense increased approximately $2.3 million (139.0%) offset by a lower effective tax rate in 2021.

Twenty-six Week Fiscal Period Ended June 27, 2021 (“Fiscal 2021”) Compared with Twenty-six Week Fiscal Period Ended June 28, 2020 (“Fiscal 2020”)
 
Revenues:Twenty-six Weeks Ended
 June 27,
2021
June 28,
2020
 (dollars in thousands)
Revenues by segment:  
Real Estate$39,825 28.0 %$31,808 23.3 %
Professional67,323 47.4 %72,994 53.4 %
Light Industrial34,955 24.6 %31,872 23.3 %
Total Revenues$142,103 100.0 %$136,674 100.0 %
 
30


Real Estate Revenues: Real Estate revenues increased approximately $8.0 million (25.2%) primarily due to recovery effects of COVID-19 pandemic discussed above. The increase was due to a 14.4% increase in billed and a 9.8% increase in average bill rate.

Professional Revenues: Professional revenues decreased approximately $5.7 million (7.8%), primarily due to a 11.7% decrease in billed hours and a decline in the IT Infrastructure & Development division. These decreases were partially offset by the 2020 EdgeRock acquisition which contributed twenty-six weeks of revenue in Fiscal 2021 vs. twenty-one weeks in Fiscal 2020 for an additional $5.3 million, an increase in permanent placements of $0.9 million, the 2021 Momentum acquisition provided new revenues of $1.2 million, and an increase of 3.5% in average bill rate.
 
Light Industrial Revenues: Light Industrial revenues increased approximately $3.1 million (9.7%), primarily due to increased demand in the logistics market. The increase was effected by a 8.3% increase in average bill rate and a 1.2% increase in billed hours.

Gross Profit:
 
Gross profit represents revenues from workforce solutions less cost of services expenses, which consist of payroll, payroll taxes, payroll-related insurance, field talent costs, and reimbursable costs.
 Twenty-six Weeks Ended
 June 27,
2021
June 28,
2020
 (dollars in thousands)
Gross Profit by segment:  
Real Estate$14,720 36.3 %$12,075 32.5 %
Professional20,742 51.1 %20,528 55.2 %
Light Industrial5,135 12.6 %4,578 12.3 %
Total Gross Profit$40,597 100.0 %$37,181 100.0 %
 Twenty-six Weeks Ended
 June 27,
2021
June 28,
2020
Gross Profit Percentage by segment:  
Real Estate37.0 %38.0 %
Professional30.8 %28.1 %
Light Industrial14.7 %14.4 %
Company Gross Profit28.6 %27.2 %
 
Overall, our gross profit increased approximately $3.4 million (9.2%). As a percentage of revenue, gross profit has increased to 28.6% from 27.2%, primarily due to higher gross profits across our Professional segment and increased Real Estate contributions.
 
We determine spread as the difference between average bill rate and average pay rate.

Real Estate Gross Profit: Real Estate gross profit increased approximately $2.6 million (21.9%) consistent with the increase in revenue and an 8.3% increase in average spread.
 
Professional Gross Profit: Professional gross profit increased approximately $0.3 million (1.0%) from the 2020 EdgeRock acquisition which contributed an additional $1.7 million in 2021, the 2021 Momentum acquisition which provided gross profit of $0.6 million, and a 4.3% increase in average spread.

Light Industrial Gross Profit: Light Industrial gross profit increased approximately $0.5 million (12.2%) primarily from the increase in revenue and a 10.3% increase in average spread.


31


Selling, General and Administrative Expenses: Selling, general and administrative expenses increased approximately $4.0 million (13.1%), primarily due to additional compensation generated from increased revenues, from the 2020 EdgeRock acquisition that contributed an additional $0.9 million, and the 2021 Momentum acquisition that provided $0.3 million of new expense. These increases were partially offset by $0.4 million of reduced transaction fees. The components of selling, general and administrative expense are detailed in the following table:

 Twenty-six Weeks Ended
 June 27,
2021
June 28,
2020
Amount% of RevenueAmount% of Revenue$
Change
%
Change
 (dollars in thousands)
Compensation and related$26,763 19 %$22,871 17 %$3,892 17 %
Advertising and recruitment758 %837 %(79)(9)%
Occupancy and office operations1,842 %2,112 %(270)(13)%
Client engagement112 — %300 — %(188)(63)%
Software1,422 %1,039 %382 37 %
Professional fees808 %673 — %135 20 %
Public company related costs377 — %263 — %114 43 %
Bad debt233 — %100 — %133 133 %
Share-based compensation461 — %386 — %75 19 %
Transaction fees155 — %590 — %(435)(74)%
IT roadmap931 %891 %40 %
Workers' compensation loss retention return(348)— %(464)— %116 (25)%
Other979 %912 %67 %
$34,492 24 %$30,509 22 %$3,983 13 %

Gain on contingent consideration: As a result of the certain business developments in Fiscal 2021, the Company recognized a $1.2 million gain on contingent consideration related to the 2019 LJK acquisition.

Depreciation and Amortization: Depreciation and amortization charges decreased approximately $1.1 million (38.8%). The decrease in depreciation and amortization is primarily due to the Professional segment with a decrease related to the 2015 Vision Technology Services acquisition and a decrease related to the 2020 impairment losses.

Impairment loss: As a result of the certain business developments in Fiscal 2020 and changes in the Company's long-term projections, the Company calculated the quantitative impairment test of the finance and accounting group using the relief from royalty method for the indefinite-lived intangible assets and residual method for the definite-lived intangible assets by asset group. In the professional segment, the Company recognized a $3.7 million trade name impairment loss and a $3.5 million client partner list impairment loss.

Interest Expense, net: Interest expense, net decreased approximately $0.3 million (32.8%) primarily due to the lower average balance on the Revolving Facility, lower rates, and an increase in interest income from our workers compensation loss retention program.
 
Income Tax Expense: Income tax expense increased approximately $1.8 million (181.4%) primarily due to higher pre-tax 2021 income, intangible impairment losses in 2020, non-deductible transaction fees in 2020 related to the EdgeRock acquisition, offset by a lower effective rate in 2021.


32


Use of Non-GAAP Financial Measures
 
We present Adjusted EBITDA (defined below), a measure that is not in accordance with accounting principles generally accepted in the United States of America (“GAAP”), in this Quarterly Report to provide investors with a supplemental measure of our operating performance. We believe that Adjusted EBITDA is a useful performance measure and is 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. Our board and management also use Adjusted 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.
 
We define “Adjusted EBITDA” as earnings before interest expense, income taxes, depreciation and amortization expense, intangible impairment losses, transaction fees, and the non-capital information technology project (“IT roadmap”) and certain non-cash expenses such as the gain on contingent consideration and 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 (loss) 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.
 
The use of Adjusted EBITDA has limitations as an analytical tool, and you should not consider this performance measure in isolation from, or as an alternative to, GAAP measures such as net income (loss). Adjusted EBITDA is not a measure of liquidity under GAAP or otherwise, and is not an alternative to cash flow from continuing operating activities. Our presentation of Adjusted 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 include: (i) it does not reflect our cash expenditures or future requirements for capital expenditures or contractual commitments; (ii) it does not reflect changes in, or cash requirements for, our working capital needs; (iii) it does not reflect income tax payments we may be required to make; and (iv) it does 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 unaudited consolidated financial statements included elsewhere in this report and the reconciliation to Adjusted EBITDA from net income (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 (loss) 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.
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 Thirteen Weeks EndedTwenty-six Weeks EndedTrailing Twelve Months Ended
 June 27,
2021
June 28,
2020
June 27,
2021
June 28,
2020
June 27,
2021
 (dollars in thousands)
Net income (loss)$3,443 $(4,829)$4,155 $(3,330)$8,927 
Interest expense, net219 430 595 886 1,293 
Income tax expense (benefit)657 (1,685)800 (983)2,296 
Operating income (loss)4,319 (6,084)5,550 (3,427)12,516 
Depreciation and amortization891 1,444 1,750 2,859 3,851 
Impairment losses— 7,240 — 7,240 — 
Gain on contingent consideration(1,195)— (1,195)— (1,271)
Share-based compensation225 193 461 386 925 
Transaction fees19 48 155 590 179 
IT roadmap508 432 931 891 1,604 
Adjusted EBITDA$4,767 $3,273 $7,652 $8,539 $17,804 

Liquidity and Capital Resources
 
Our working capital requirements are primarily driven by field talent payments, tax payments and client partner accounts receivable receipts. Since receipts from client partners lag payments to field talent, working capital requirements increase substantially in periods of growth.

Our primary sources of liquidity are cash generated from operations and borrowings under our credit agreement with BMO Harris Bank, N.A. (“BMO”), that provides for a revolving credit facility maturing July 16, 2024 (the “Revolving Facility”). Our primary uses of cash are payments to field talent, team members, related payroll liabilities, operating expenses, capital expenditures, cash interest, cash taxes, dividends, contingent consideration and debt payments. We believe that the cash generated from operations, together with the borrowing availability under our Revolving Facility, will be sufficient to meet our normal working capital needs for at least the next twelve months, including investments made, and expenses incurred, in connection with opening new branches throughout the next year. Our ability to continue to fund these items may be affected by general economic, competitive and other factors, many of which are outside of our control. If our future cash flow from operations and other capital resources are insufficient to fund our liquidity needs, we may be forced to obtain additional debt or equity capital or refinance all or a portion of our debt.
 
While we believe we have sufficient liquidity and capital resources to meet our current operating requirements and expansion plans, we may elect to pursue additional growth opportunities within the next year that could require additional debt or equity financing. If we are unable to secure additional financing at favorable terms in order to pursue such additional growth opportunities, our ability to pursue such opportunities could be materially adversely affected.

During this period of uncertainty of volatility related to COVID-19, we will continue to monitor our liquidity, particularly payments from our client partners.


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A summary of our working capital, operating, investing and financing activities are shown in the following table:
 June 27,
2021
December 27,
2020
 (dollars in thousands)
Working capital$23,286 $25,385 
Twenty-six Weeks Ended
June 27,
2021
June 28,
2020
(dollars in thousands)
Net cash provided by operating activities$1,739 $15,102 
Net cash used in investing activities(4,884)(23,577)
Net cash provided by financing activities3,145 8,475 
Net change in cash and cash equivalents$— $— 
 
Operating Activities
 
Cash provided by operating activities consists of net income (loss) adjusted for non-cash items, including depreciation and amortization, share-based compensation expense, intangible impairment losses, interest expense on contingent consideration payable, gain on contingent consideration, loss on extinguishment of debt, and the effect of working capital changes. The primary drivers of cash inflows and outflows are accounts receivable and accrued payroll and expenses.

During Fiscal 2021, net cash provided by operating activities was $1.7 million, a decrease of $13.4 million compared with $15.1 million for Fiscal 2020. This decrease is primarily attributable to increased accounts receivable and the accrual in other long-term liabilities from deferred employer FICA for the CARES Act in 2020, which were partially offset by increase in payments on accrued payroll and expenses.

Investing Activities
 
Cash used in investing activities consists primarily of cash paid for businesses acquired and capital expenditures.
 
In Fiscal 2021, we paid $3.8 million in connection with the Momentum acquisition and we made capital expenditures of $1.1 million mainly related to software and computer equipment purchased in the ordinary course of business and for the IT roadmap. In Fiscal 2020, we paid $21.7 million in connection with the EdgeRock acquisition and we made capital expenditures of $1.9 million mainly related to software and computer equipment purchased in the ordinary course of business and for the IT roadmap.
 
Financing Activities
 
Cash flows from financing activities consisted principally of borrowings and payments under our credit agreement and payment of dividends.

For Fiscal 2021, we borrowed $6.1 million on our Revolving Facility for increased working capital needs and to fund the Momentum acquisition, paid $2.1 million in cash dividends on our common stock, and paid down $0.9 million on the Term Loan, as defined below. For Fiscal 2020, we borrowed $22.5 million on our Term Loan, described below, to fund the EdgeRock acquisition, we reduced $10.1 million on our Revolving Facility, and paid $3.6 million in cash dividends on our common stock.


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Credit Agreements

On July 16, 2019, we entered into a Credit Agreement (the “Credit Agreement”), maturing July 16, 2024, with BMO, as administrative agent, lender, letters of credit issuer, and swing line lender. The Credit Agreement provides for a Revolving Facility permitting us to borrow funds from time to time in an aggregate amount up to $35 million. The Credit Agreement also provided for a term loan commitment (the “Term Loan”) permitting us to borrow funds from time to time in an aggregate amount not to exceed $30 million with principal paid quarterly, based on an annual percentage of the original principal amount as defined in the Credit Agreement, all of which has been funded. We may from time to time, with a maximum of two, request an increase in the aggregate Term Loan up to $40 million, with minimum increases of $10 million. Our obligations under the Credit Agreement are secured by a first priority security interest in substantially all our tangible and intangible property. The Credit Agreement bears interest either at the Base Rate plus the Applicable Margin or LIBOR plus the Applicable Margin (as such terms are defined in the Credit Agreement). We also pay an unused commitment fee on the daily average unused amount of Revolving Facility and Term Loan.

The Credit Agreement contains customary affirmative covenants and negative covenants, including certain limitations on our ability to pay cash dividends. We are subject to a maximum Leverage Ratio and a minimum Fixed Charge Coverage Ratio as defined in the Credit Agreement.

In April 2020, we entered into a pay-fixed/receive-floating interest rate swap agreement with BMO that reduces the floating interest rate component on the Term Loan obligation. The $25.0 million notional amount was effective on June 3, 2020 and designed as a cash flow hedge on the underlying variable rate interest payments against a fixed interest rate that terminates on June 1, 2023. In accordance with cash flow hedge accounting treatment, we have determined that the hedge is perfectly effective using the change-in-variable-cash-flow method.

On February 8, 2021, the Company borrowed $3.8 million on the Revolving Facility in conjunction with the closing of the Momentum acquisition, as described in Note 3 in the Notes to Consolidated Financial Statements.

Off-Balance Sheet Arrangements
 
Letter of Credit

In March 2020, in conjunction with the 2020 EdgeRock acquisition, we entered into a standby letter of credit arrangement, which expires December 31, 2024, for purposes of protecting a lessor against default on lease payments. As of June 27, 2021, we had a maximum financial exposure from this standby letter of credit totaling $0.1 million, all of which is considered usage against our Revolving Facility.
 
Critical Accounting Policies and Estimates
 
Our consolidated financial statements are prepared in accordance with GAAP. In connection with the preparation of our consolidated financial statements, we are required to make assumptions and estimates about future events, and apply judgments that affect the reported amount of assets, liabilities, revenue, expenses and the related disclosures. We base our assumptions, estimates and judgments on historical experience, current trends, and other factors that management believes to be relevant at the time our consolidated financial statements are prepared. On a regular basis, management reviews the accounting policies, estimates, assumptions and judgments to ensure that our consolidated financial statements are presented fairly and in accordance with GAAP. However, because future events and their effects cannot be determined with certainty, actual results could differ from our assumptions and estimates, and such differences could be material.
Our significant accounting policies are discussed in Note 2, Summary of Significant Accounting Policies, of the Notes to Unaudited Consolidated Financial Statements included in “Item 1. Financial Statements.” Please also refer to our Annual Report on Form 10-K for the fiscal year ended December 27, 2020 for a more detailed discussion of our critical accounting policies.
Recent Accounting Pronouncements
 
For a discussion of recent accounting pronouncements and their potential effect on our results of operations and financial condition, refer to Note 2 in the Notes to the Unaudited Consolidated Financial Statements in this Quarterly Report on Form 10-Q and Note 2 in the Notes to the Consolidated Financial Statements in our Annual Report on Form 10-K for the fiscal year ended December 27, 2020.
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Item 3. Quantitative and Qualitative Disclosures About Market Risk
 
We are exposed to certain market risks from transactions we enter into in the normal course of business. Our primary market risk exposure relates to interest rate risk. 
 
Interest Rates
 
A portion of our Revolving Facility and Term Loan are priced at variable interest rates. Accordingly, future interest rate increases could potentially put us at risk for an adverse impact on future earnings and cash flows.

Item 4. Controls and Procedures
 
Evaluation of Disclosure Controls and Procedures
 
We conducted an evaluation, under the supervision and with the participation of our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), of the effectiveness of the design and operation of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of the end of the period covered by this report. Based on such evaluation, our CEO and CFO have concluded that, as of the end of such period, our disclosure controls and procedures are effective, at a reasonable assurance level, in recording, processing, summarizing and reporting, on a timely basis, information required to be disclosed by us in the reports that we file or submit under the Exchange Act and are effective in ensuring that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our CEO and CFO, as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Controls Over Financial Reporting
 
For the fiscal quarter ended June 27, 2021, there have been no changes in our internal control over financial reporting identified in connection with the evaluations required by Rule 13a-15(d) or Rule 15d-15(d) under the Exchange Act that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. We have not experienced any material impact to our internal controls over financial reporting despite the fact that most of our team members are working remotely due to COVID-19. We are continually monitoring and assessing the COVID-19 situation on our internal controls to minimize the impact on their design and operating effectiveness.

Inherent Limitations on Effectiveness of Controls
 
Our management, including our CEO and our CFO, do not expect that our disclosure controls or our internal control over financial reporting will prevent or detect all errors and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. The design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Further, because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. Controls can also be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls. The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Projections of any evaluation of controls effectiveness to future periods are subject to risks. Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with policies or procedures.
 
PART II—OTHER INFORMATION 
ITEM 1. LEGAL PROCEEDINGS
 
No change from the information provided in ITEM 3. LEGAL PROCEEDINGS included in our Annual Report on Form 10-K for the fiscal year ended December 27, 2020.



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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 December 27, 2020 (our “2020 Form 10-K”), and filed with the SEC on March 11, 2021. 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 2020 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.

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. 

ITEM 5. OTHER INFORMATION
 
None. 

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Item 6. Exhibits
 
The following exhibits are filed or furnished with this Quarterly Report on Form 10-Q.
Exhibit
Number
 Description
2.1
2.2
3.1
3.2
3.3
4.1
31.1* 
31.2* 
32.1† 
101* The following financial information from BGSF's Quarterly Report on Form 10-Q for the quarter ended June 27, 2021 formatted in Inline XBRL (Extensible Business Reporting Language) includes: (i) the Unaudited Consolidated Balance Sheets, (ii) the Unaudited Consolidated Statements of Operations and Comprehensive Income, (iii) the Unaudited Statements of Changes in Stockholders' Equity, (iv) the Unaudited Consolidated Statements of Cash Flows, and (vi) Notes to the Unaudited Consolidated Financial Statements.
104*Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
*Filed herewith.
This certification is deemed not filed for purposes of section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act.
 
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SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 
 BGSF, INC.
   
  /s/ Beth Garvey
 Name:Beth Garvey
 Title:President and Chief Executive Officer
  (Principal Executive Officer)
   
  /s/ Dan Hollenbach
 Name:Dan Hollenbach
 Title:Chief Financial Officer and Secretary
  (Principal Financial Officer)
  
Date: August 5, 2021


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