Form 8-K BG Staffing, Inc. For: Oct 30
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
October 30, 2018
BG STAFFING, INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware | 001-36704 | 26-0656684 |
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification Number) |
5850 Granite Parkway, Suite 730
Plano, Texas 75024
(Address of principal executive offices, including zip code)
(972) 692-2400
(Registrant’s telephone number, including area code)
Not applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:
¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | |
Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company þ
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 2.02 | Results of Operations and Financial Condition. |
On October 30, 2018, BG Staffing, Inc. issued a press release regarding its financial results for the third fiscal quarter and nine months ended September 30, 2018. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
The information contained in this Current Report shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item 9.01 | Financial Statements and Exhibits. |
(d) | Exhibits |
Exhibit No. | Description | ||
99.1 | October 30, 2018 | ||
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 hereunto duly authorized.
BG STAFFING, INC. | |||
Date: | October 30, 2018 | /s/ Dan Hollenbach | |
Name: Title: | Dan Hollenbach Chief Financial Officer and Secretary (Principal Financial Officer) | ||
EXHIBIT INDEX
Exhibit No. | Description | ||
99.1 | Earnings release dated | October 30, 2018 | |
BG Staffing, Inc. Announces Record Q3 and Nine Month
2018 Financial Results
PLANO, Texas – (October 30, 2018) – BG Staffing, Inc. (NYSE American: BGSF), a rapidly growing national provider of professional temporary staffing services, today reported record financial results for its third quarter and nine months ended September 30, 2018.
Quarter Three 2018 Results
2018 | 2017 | Change | % Change | ||||||||||||
(amounts in thousands, except per-share amounts) | |||||||||||||||
Revenues | $ | 77,062 | $ | 71,282 | $ | 5,780 | 8.1 | % | |||||||
Gross profit | $ | 21,373 | $ | 18,248 | $ | 3,125 | 17.1 | % | |||||||
Gross profit percentage | 27.7 | % | 25.6 | % | 2.1 | % | 8.2 | % | |||||||
Net income | $ | 5,061 | $ | 3,137 | $ | 1,924 | 61.3 | % | |||||||
Net income per diluted share | $ | 0.49 | $ | 0.35 | $ | 0.14 | 40.0 | % | |||||||
Weighted average diluted shares | 10,343 | 9,077 | 1,266 | 13.9 | % | ||||||||||
Adjusted EBITDA (1) | $ | 8,109 | $ | 7,165 | $ | 944 | 13.2 | % | |||||||
Adjusted EBITDA percentage (2) | 10.5 | % | 10.1 | % | 0.4 | % | 4.0 | % | |||||||
Nine-Month 2018 Results
2018 | 2017 | Change | % Change | ||||||||||||
(amounts in thousands, except per-share amounts) | |||||||||||||||
Revenues | $ | 214,863 | $ | 196,899 | $ | 17,964 | 9.1 | % | |||||||
Gross profit | $ | 57,875 | $ | 49,146 | $ | 8,729 | 17.8 | % | |||||||
Gross profit percentage | 26.9 | % | 25.0 | % | 1.9 | % | 7.6 | % | |||||||
Net income | $ | 12,697 | $ | 6,723 | $ | 5,974 | 88.9 | % | |||||||
Net income per diluted share | $ | 1.32 | $ | 0.75 | $ | 0.57 | 76.0 | % | |||||||
Weighted average diluted shares | 9,639 | 9,020 | 619 | 6.9 | % | ||||||||||
Adjusted EBITDA (1) | $ | 20,218 | $ | 17,942 | $ | 2,276 | 12.7 | % | |||||||
Adjusted EBITDA percentage (2) | 9.4 | % | 9.1 | % | 0.3 | % | 3.3 | % | |||||||
Beth A. Garvey, President and CEO, stated, "We are pleased with the Company's performance through the third quarter of the year as we continue to increase our gross profit and adjusted EBITDA percentage. Our third quarter growth was fueled by tremendous quarter-over-quarter increases in the Real Estate and Light Industrial segment revenues. Favorable economic trends, a robust job market, and positive business sentiment among our client base contributed to the strong quarter."
Garvey added, “The demand for our services continues to be strong and the Company is well positioned to capitalize on these favorable economic conditions with its menu of services, expanded geographic footprint and talented full time and contract employees.”
(1) Non-GAAP financial measure. See reconciliation at end for details.
(2) Adjusted EBITDA as a percentage of revenue.
Conference Call
The Participant Dial-In Number for the conference call is 1-631-891-4304. Participants should dial in to the call at least five minutes before 1:30pm PT (4:30pm ET) on October 30, 2018. The call can also be accessed "live" online at http://public.viavid.com/index.php?id=131412. A replay of the recorded call will be available for 90 days on the Company's website (http://bgstaffing.investorroom.com/). You can also listen to a replay of the call by dialing 1-844-512-2921 (international participants dial 1-412-317-6671) starting October 30, 2018, at 7:30pm ET through November 6, 2018 at 11:59 pm ET. Please use PIN Number 10005532.
About BG Staffing, Inc.
Headquartered in Plano, Texas, BG Staffing provides staffing services to a variety of industries through its various divisions. BG Staffing is primarily a professional temporary staffing platform that has integrated several regional and national brands achieving scalable growth. The Company was ranked as the 59th largest U.S. staffing company and the 45th largest IT staffing firm in 2018 by Staffing Industry Analysts. The Company’s disciplined acquisition philosophy, which builds value through both financial growth and the retention of unique and dedicated talent within BG Staffing’s portfolio of companies, has resulted in a seasoned management team with strong tenure and the ability to offer exceptional service to candidates and customers while building value for investors. For more information on the Company and its services, please visit its website at www.bgstaffing.com.
Forward-Looking Statements
The forward-looking statements in this press release are made under the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. The Company’s actual results could differ materially from those indicated by the forward-looking statements because of various risks and uncertainties including those listed in Item 1A of the Company’s Annual Report on Form 10-K and in the Company’s other filings and reports with the Securities and Exchange Commission. All of the risks and uncertainties are beyond the ability of the Company to control, and in many cases, the Company cannot predict the risks and uncertainties that could cause its actual results to differ materially from those indicated by the forward-looking statements. When used in this press release, the words “believes,” “plans,” “expects,” “will,” “intends,” and “anticipates” and similar expressions as they relate to the Company or its management are intended to identify forward-looking statements. Except as required by law, the Company is not obligated to publicly release any revisions to these forward-looking statements to reflect the events or circumstances after the date of this press release or to reflect the occurrence of unanticipated events.
CONTACT:
Terri MacInnis, VP of Investor Relations
Bibicoff + MacInnis, Inc.
818.379.8500 [email protected]
BG Staffing, Inc.
Non-GAAP Financial Measures
The financial results of BG Staffing, Inc. are prepared in conformity with accounting principles generally accepted in the United States of America ("GAAP") and the rules of the U.S. Securities and Exchange Commission. To help the readers understand the Company's financial performance, the Company supplements its GAAP financial results with Adjusted EBITDA.
A non-GAAP financial measure is a numerical measure of a company's financial performance that excludes or includes amounts so as to be different than the most directly comparable measure calculated and presented in accordance with GAAP in the statement of income, balance sheet or statement of cash flows of a company. Adjusted EBITDA is not measurement of financial performance under GAAP and should not be considered as an alternative to net income, operating income, or any other performance measure derived in accordance with GAAP, or as an alternative to cash flow from operating activities or a measure of our liquidity. 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. In addition, the financial covenants in our credit agreement are based on Adjusted EBITDA as defined in the credit agreement.
We define “Adjusted EBITDA” as earnings before interest expense, income taxes, depreciation and amortization expense, non-cash items, and certain items that management does not consider in assessing our on-going operating performance.
Reconciliation of Net Income to Adjusted EBITDA
Thirteen Weeks Ended | Thirty-nine Weeks Ended | |||||||||||||||
September 30, 2018 | September 24, 2017 | September 30, 2018 | September 24, 2017 | |||||||||||||
(dollars in thousands) | ||||||||||||||||
Net income | $ | 5,061 | $ | 3,137 | $ | 12,697 | $ | 6,723 | ||||||||
Interest expense, net | 662 | 884 | 2,275 | 2,280 | ||||||||||||
Income tax expense | 1,368 | 1,616 | 2,732 | 3,909 | ||||||||||||
Depreciation and amortization | 1,248 | 1,436 | 3,801 | 4,673 | ||||||||||||
Contingent consideration adjustment | (988 | ) | — | (2,160 | ) | — | ||||||||||
Share-based compensation | 758 | 92 | 873 | 357 | ||||||||||||
Adjusted EBITDA | $ | 8,109 | $ | 7,165 | $ | 20,218 | $ | 17,942 | ||||||||