11/7/2025

speaker
Operator
Conference Call Operator

Good morning, everyone. Welcome to the BGSF Inc. 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.

speaker
Sandy Martin
Investor Relations, Three Part Advisors

Good morning. Thank you for joining us today for BGSF's third quarter 2025 earnings conference call. With me on the call are Keith Schrader, 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 earlier. 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.

speaker
Keith Schrader
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. Then on September 16th, the company's board of directors declared a special cash dividend of $2 per share on BGSS 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 BGSS 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've 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 to $11 million dollar range. Finally, as part of our commitment to building a high-performing and aligned organization, we engage in 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 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 10-Q, 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. And 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. And with that, Kelly will cover the property management results and our strategic initiatives that are underway.

Disclaimer

This conference call transcript was computer generated and almost certianly contains errors. This transcript is provided for information purposes only.EarningsCall, LLC makes no representation about the accuracy of the aforementioned transcript, and you are cautioned not to place undue reliance on the information provided by the transcript.

-

-