BGSF - Earnings Call - Q3 2025

Executive Summary

• Q3 2025 revenue was $26.9M, down 9.8% year over year but up 14.4% sequentially on seasonal strength; gross margin held steady at 35.9%.
• GAAP net loss from continuing operations improved to $0.28 diluted EPS loss vs $0.44 loss in Q2; Adjusted EBITDA turned positive to $1.0M (3.6% of revenue) and Adjusted EPS was $0.08.
• Board authorized a $5M stock repurchase program; a $2.00 per share special dividend was paid on Sep 30 following the Professional division sale and debt paydown.
• Management reiterated a Property Management–focused strategy, cost takeout post-TSA, and AI-enabled sales/recruiting tools; expects 2026 revenue growth vs 2025 as initiatives execute.

What Went Well and What Went Wrong

What Went Well

• Sequential reacceleration and margin stability: Revenue +14.4% vs Q2 to $26.9M; gross margin steady at 35.9%.
• Non-GAAP profitability improvement: Adjusted EBITDA turned to +$1.0M (3.6% margin) vs a $(1.1)M loss in Q2; Adjusted EPS improved to $0.08 vs $(0.10) in Q2.
• Strategic capital actions and confidence: “Today we are announcing a stock buyback plan of up to $5M… reflects our confidence in BGSF’s long-term strategy” — Keith Schroeder.

What Went Wrong

• Year-over-year decline: Revenues fell 9.8% YoY amid cost pressures on property owners and heightened competition; gross profit dollars declined to $9.7M from $10.7M.
• Continuing GAAP losses: Q3 GAAP net loss from continuing operations was $3.1M (diluted EPS $(0.28)), though improved from Q2 $(0.44).
• Transitional “noise” and restructuring costs: TSA and integration activities extended overhead and included $482K in strategic restructuring costs in Q3.

Transcript

Operator (participant)

Good morning, everyone. Welcome to the BGSF Fiscal 2025 Third Quarter Financial Results Conference Call. As a reminder, this conference call is being recorded. Please note all lines are on listen-only mode, and there will be a question-and-answer session after the presentation. Now, I will turn the call over to Sandy Martin from Three Part Advisors. Please go ahead.

Sandy Martin (Managing Director)

Good morning. Thank you for joining us today for BGSF Third Quarter 2025 Earnings Conference Call. With me on the call are Keith Schroeder, Interim Co-CEO and CFO; Kelly Brown, Interim Co-CEO and President of Property Management. After our prepared remarks, there will be a Q&A session. As noted, today's call is being webcast live. A replay will be available later today and archived on the company's Investor Relations page at investor.bgsf.com. Today's discussion will include forward-looking statements, which are based on certain assumptions made by the company under the Safe Harbor Provisions of the Private Securities Litigation Reform Act of 1995. Actual results may differ materially from those indicated by the forward-looking statements because of various risks and uncertainties, including those listed in the company's filings with the Securities and Exchange Commission.

Management statements are made as of today, and the company assumes no obligation to update these statements publicly, even if new information becomes available in the future. Management will refer to non-GAAP measures, including adjusted EPS and adjusted EBITDA. Reconciliations to the nearest GAAP measures are available at the end of our earnings release. I'll now turn the call over to Keith Schroeder.

Keith Schroeder (Interim Co-CEO and CFO)

Thank you, Sandy, and thank you all for joining us on today's call. Kelly and I want to apologize for the delayed earnings release. It was due to the additional time required to finalize the accounting for the sale of the professional division, including its treatment between discontinued and continuing operations. After our prepared remarks today, we will open the call up for analyst and investor questions. In September, we closed on the divestiture of BGSF's professional division to Inspire Solutions, a portfolio company of A&M Capital Partners, for cash of $96.5 million plus a $2.5 million working capital adjustment. Subsequent to the closing, we paid off the company's outstanding debt of approximately $46 million. On September 16th, the company's board of directors declared a special cash dividend of $2 per share on BGSF's common stock, returning $22.4 million to shareholders.

After our September 30th dividend payments, the company's cash balances were approximately $20 million. As a part of the board's continuing evaluation of the best use of BGSF's excess capital, today we announced a stock buyback plan of up to $5 million. The board believes that purchasing stock at current prices is a good investment for the company and reflects our confidence in BGSF's long-term strategy. Following the close of the sale of the professional division, we have been focused on three big directives. During the quarter, we engaged an independent consulting firm to conduct a comprehensive review of our business and the broader industry landscape, which Kelly will cover in detail in a few minutes.

Next, as we touched on last quarter, we are taking aggressive actions to reduce head office G&A expenses when the TSA period ends, and we can further reduce G&A costs with a target of approximately $11 million annually. The $11 million figure includes roughly $1.5 million of public company costs. We currently estimate the property management's 2025 overhead contribution to be in the $10.5-$11 million range. Finally, as part of our commitment to building a high-performing and aligned organization, we engaged an external compensation and organizational consulting firm to review our structure and ensure our compensation programs effectively reinforce company goals and promote accountability across the organization. As noted, implementing these recommendations or portions of them will occur after we complete our transition services agreement with Inspire in early 2026.

As we covered last quarter, GAAP financial reporting requires that we include the professional group as a discontinued operations, thus leaving our property management group as a single reportable segment. In the MD&A section of our Form 10Q, we are breaking out SG&A expenses into two main sections: selling costs for the property management group and G&A for the head office function. This will allow you to build a model to forecast the company's future successes. As a reminder, we are operating under a TSA agreement for up to six months to help Inspire stand up the business in their operating environment. This means we will be continuing certain expenses longer than we would without the TSA. However, we will be paid for those services, which will be reported as a reduction in our G&A expenses.

As expected, our financial results will be somewhat noisy for the next couple of quarters as we transition. With that, Kelly will cover the property management results and our strategic initiatives that are underway.

Kelly Brown (Interim Co-CEO and President of Property Management)

Thank you, Keith, and good morning, everyone. Total revenues from property management in the third quarter were $26.9 million, down 9.8% due to cost pressures on property owners and property management companies, as well as increased competition in certain markets. Sequentially, revenues improved by 14.4% over the second quarter, benefiting from a seasonal lift due to end-of-summer turnovers in apartments. Referencing back to the market study Keith mentioned earlier, we received valuable insight into our competitive position, market dynamics, and opportunities to strengthen performance going forward. BGSF is one of only a few national-scale firms that deliver reliable, vetted, high-quality talent, and this study is helping us identify the key levers that will drive our next phase of growth. With a fresh outside lens on the market size, the competition, and white space opportunities, we refined our strategic roadmap and aligned the organization around clear priorities to drive sustainable growth.

With the transaction behind us and a comprehensive review of our business complete, we are now leveraging the findings to shape the next phase of our growth strategy. For competitive reasons, we can't share the details, but we've identified actionable operational performance improvements, as well as near and longer-term expansion opportunities to capture a meaningful share of a growing $1 billion-plus addressable market. In addition, we have also identified a range of actions to further differentiate our staff quality and offerings. Based on our strategic initiatives and internal forecasting, we believe that 2026 revenues will grow compared to 2025, and the teams are moving forward with enthusiasm on our strategic initiatives. Last quarter, we also discussed tools and technologies to accelerate our sales and hiring processes.

We're continuing to invest in AI, not just as a technological initiative, but also as a way to deepen engagement with clients and elevate the experience of working with us as an innovative workforce partner. Even in a challenging industry environment, our priorities remain the same: to deliver talent faster and communicate more efficiently. We believe a disciplined execution of these capabilities will keep us at the forefront. The solution is a suite of engagement tools that have begun implementation and will continue to roll out over the next two quarters. We're excited about the potential of these tools to enhance performance, drive incremental revenue, and deliver strong returns on our investments. At the same time, we continue to evaluate our cost structure to ensure it remains appropriately aligned with our projected revenues. With that, I will turn the call back to Keith.

Keith Schroeder (Interim Co-CEO and CFO)

Thank you, Kelly. Our comments today mostly refer to continuing operations unless otherwise noted. As Kelly mentioned, third quarter revenues were $26.9 million, a 9.8% decline driven by lower demand amid overall cost pressures on property management companies and property owners. Despite the increased competition in certain markets where we operate, we reported a seasonal lift of 14.4% compared to our second quarter revenues. We continue to see business normalization more in line with the expected seasonality. Gross profit and margins in the third quarter were $9.7 million compared to $10.7 million, and 35.9% as a percentage of sales in both periods. On a sequential quarter basis, gross profit dollars increased and margins rose slightly by 10 basis points. SG&A expenses for the third quarter were $10.2 million compared to $11.3 million in the prior year's quarter.

SG&A this quarter included strategic restructuring costs of $482,000 and $526,000 in the prior year quarter. Third quarter adjusted EBITDA was $980,000, or 3.6% of revenue, compared to $75,000, or 0.3% in the year-ago quarter. We reported a third quarter GAAP net loss from continuing operation of $0.28 per diluted share, compared to a positive non-GAAP adjusted EPS from continuing operation of $0.08 per share. Consolidated adjusted EPS for the quarter was a positive $0.08 per share. During the first nine months of 2025, net cash used by continuing operating activities was $1.8 million. Our capital expenditures were at $122,000. Finally, the team remains focused on executing our strategic priorities and new roadmap while managing traditional work related to the professional division. Kelly and I want to thank everyone inside the organization for their continued dedication and effort.

We look forward to updating investors each quarter on our progress and hope today's discussion has been valuable. With that, now we'd like to open the call for questions. Operator?

Operator (participant)

Certainly. The floor is now open for questions. If you have any questions or comments, please press star one on your phone at this time. We ask that while posing your question, you please pick up your handset if listening on a speakerphone, to provide optimum sound quality. Please hold just a few moments while we pull for any questions. Your first question is coming from Bill D'Zellem with Titan Capital. Please pose your question. Your line is live.

Bill Dezellem (Founder, President and CIO)

Thank you. Would you please discuss the process with the consultant that you hired to assist you with an internal evaluation?

Kelly Brown (Interim Co-CEO and President of Property Management)

Certainly. Keith, I can take that one. Good morning. We had a multi-pronged process related to the research. They did a combination of surveying current clients, prospective clients, a little bit of interviewing in the competitive environment. We were able to look at their research based on the addressable market in multiple avenues. They were able to validate a lot of the addressable market that we believe is out there based on the growth of the multifamily sector as well as the commercial real estate sector. With that research, we were able to identify more firmly what the addressable market we would anticipate to be both right now and in the coming years.

Bill Dezellem (Founder, President and CIO)

The conclusion or the outcomes of that research, would you please walk us through what you can?

Kelly Brown (Interim Co-CEO and President of Property Management)

Certainly. Yeah. Based on the findings of the research, it was helpful because we're able to have a better lens on what the true addressable market is, how much of that is being captured by us, how much of that is being captured by competitors in the market. It would help us drive our future strategic planning, both geographically and strategically within the addressable market, different areas that we service. Obviously, as you know, in the past, we've always serviced leasing as well as maintenance in the commercial side, engineers as well as accounting and management in that area. Really what the research did was just help us really have a future lens on what areas of the business would have the most growth potential, and that way we can strategize accordingly.

Bill Dezellem (Founder, President and CIO)

Kelly, you have been in this market for a long time now. What were the learnings that came of this for you? The spirit which I ask that question is, you have got a lot of, because of your history, you either know or have a pretty good gut feel on a lot of this. What did you learn from that?

Kelly Brown (Interim Co-CEO and President of Property Management)

Yeah. Great question. Thank you. A couple of things. One, the last couple of years in the industry, I think we've mentioned this on a couple of prior calls, given the economic climate that our client partners are facing, we wanted to be cautious around assuming the impact that might have on their approach to talent acquisition. What this study showed us and helped us understand is how some of our client partners want to consume talent, what is their appetite for leaning on providers such as us, how can we better partner with their internal talent acquisition teams. I do think that that's evolving right now. We have different levers we can pull using technology to best attract the talent that they want. I think that's where we're seeing some evolution in how our industry attracts and wants to acquire the talent.

That was probably one of the larger takeaways, is helping us drive our future planning to make sure that we're aligning with our partners in how they want to go about acquiring the talent that they need for their operations.

Bill Dezellem (Founder, President and CIO)

Great. Thank you.

Kelly Brown (Interim Co-CEO and President of Property Management)

Of course.

Operator (participant)

There are no additional questions in queue at this time. I would now like to turn the floor back over to Kelly Brown for closing remarks.

Kelly Brown (Interim Co-CEO and President of Property Management)

Thank you for your time today. We appreciate your continued support and look forward to providing an update on our fourth quarter and full year results in a few months. Have a great day.

Operator (participant)

Thank you, everyone. This does conclude today's conference call. You may disconnect your phone lines at this time and have a wonderful day. Thank you for your participation.