Good morning, everyone, and welcome to BGSF Inc. Fiscal 2022 Fourth Quarter and Full Year Financial Results Conference Call. [Operator Instructions] As a reminder, this conference call is being recorded. I would now like to turn you over to Sandy Martin, Three Part Advisors. Please go ahead.

Thank you. Good morning and welcome to the BGSF 2022 fourth quarter and full year earnings conference call. With me on the call today are Beth Garvey, Chair, President and Chief Executive Officer; and Dan Hollenbach, Chief Financial Officer. 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 also archived on the company's Investor Relations page. Today's discussion will include forward-looking statements, which are based on certain assumptions made by BGSF 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's statements are made as of today, March 9, 2023, and the company assumes no obligation to update these statements publicly, even if new information becomes available in the future. During the call, management will also reference certain non-GAAP financial measures, which can be useful in evaluating the company's operations related to the financial condition and results. These non-GAAP measures are intended to supplement GAAP financial information and should not be considered a substitute. Reconciliations of GAAP to non-GAAP measures are provided in today's earnings press release. I'll now turn the call over to Beth Garvey. Beth?

Thank you, Sandy, and thank you all for joining us today for our year-end 2022 earnings discussion. I am very pleased to report record revenues in 2022 of 298 million, a strong 24.8% increase over 2021 and full year adjusted EBITDA and adjusted EPS were at 45% and 47% respectively, over the prior year period. As a reminder, we divested our light industrial segment during the first quarter of 2022. We believe this more fully aligned with our core strategy of building higher margin work and consulting managed service and Workforce Solutions. Also, during 2022, we successfully launched the company's integrated IP technology platform, which we know is foundational to our plans to create significant long-term value for our business. I will speak more about this in a few moments. We've had a very busy and productive year. And I would like to recognize and thank all of our BGSF team members and their commitment and diligent last year. Our teams work together with purpose, persistence, and perseverance to complete our strategic directives in 2022, and they deserve the credit for operational and financial successes. While I am discussing our teams, I also want to share that we have continued to build on a strong bench, our culture and our talent development. As announced earlier this week, we are making a CFO transition later this month, and I want to welcome John Barnett as our incoming Chief Financial Officer. John brings strong finance leadership capabilities with deep experience working in public and private companies. And his leadership style fits well with our BGSF culture. Dan will be working with John and transitioning to CFO duties. And I look forward to having John during this call in a couple of months to discuss our Q1 results. I also want to take…

Thank you, Beth and good morning, everyone. This is my final earnings call as the CFO of BGSF. Some might just for joy not having to do these calls anymore. Hardly it is with deeply mixed emotions that I will be leaving my post as CFO this great organization. It is truly been an honor and privilege to serve in this role since May of 2015. And I look forward to helping the transition with John and the team as the company starts a new chapter in its strategic growth plan. Today I'll be discussing results based on earnings released filed last night. Our annual report on form 10-K will be found next Wednesday. I will also be using the term Property Management real estate to describe that segment. As Beth mentioned, we sold our line industrial segment in early 2022. And our financial results are discussed as continuing operations and except where noted, exclude discontinued operations for this year and last year. And now for the numbers. Fourth quarter revenues were up 14.2% to 77.3 million. By segments, property management grew 16.6% and professional increased 8.9 on an organic basis. Horn Solutions contributed 1.4 million in revenue in December for three weeks. Professional wage rates increased 17% while property management wage rates increased 10% Q-o-Q and permanent placement revenues remained consistent. As we expected our Q4 revenues returned to more normalized patterns in 2022 and declined sequentially coming off a strong COVID recovery quarter a year ago. Between Q3 and Q4 professional was essentially flat due to more ends in December this year versus last year, and the department of the managed services projects in the late Q1 and Q2 of '23. Property management was down 4% as expected. We continue to see solid demand and projects related to…

Thank you, Dan. Fiscal 2022 was a transformational year for our company. Our internal goals and objectives set in motion in 2019 are successfully implemented. And now we have transitioned to enhancements and continuous improvements on our IT roadmap. In addition, our strategic M&A work, including our divestiture in staff, completed in 2022, has allowed our company to grow in more high value high margin businesses like consulting and managed services on a professional side. Finally, we continue to expand our multifamily solutions into six North American cities during 2022 and added our first Canadian office in Toronto. Like in 2022, we began to experience advancement in our commercial real estate or property management solutions, which we knew would be slow to recover after the pandemic. Now, I would like to comment about our IT roadmap initiative a bit further. Our technology modernization project that went live last year was built to scale the BGSF growth plans to support $1 billion revenue company. We have identified efficiencies that allow us to grow faster, while reducing overall costs and risk in cyber and other regulatory and ESG related ways. We're also tracking ROI metrics this year against our IT roadmap investment, and are beginning to capture both hard dollar and soft dollar cost savings. For example, we are saving an annual software cost of approximately $350,000 and believe that we will capture north of 5% gross profit benefit from our IP modernization efforts. Of the next two years, we have set aggressive goals in accordance with our new strategic growth plan. We believe that successful implementation of these initiatives are important type stakes to reach the next level of growth and to capture meaningful share and highly competitive marketplace. Set another way, these goals and objectives are foundational for our long-term…

[Operator Instructions] So our first question comes from the line of Howard Halpern of Taglich Brothers.

The real estate and property management, how many offices did you end the year in? And what kind of pace of openings or splits do you anticipate going forward?

We have a total of 64 markets right now that are active in real estate. And we are targeting six new markets next year. And we have four markets that we're going to be doing the territory mapping in.

in terms of what you've done to restructure a little bit in the fourth quarter that $4 million? Is that going to be the new what the SG&A? Is that the new baseline going forward that 23 million and then work off that number for modeling purposes?

Well, I think in that number was about $765,000, part of the transactional fees. Howard, which depending on M&A deals may continue or not, but depends on what we have going in the pipeline. And then as mentioned, there was about $500,000 of catch-up stuff that you just normally catch in the fourth quarter. So probably just out that 23 million might be your base.

And that will cover one operation to you're going to be able to absorb all that in there with that.

Well, I apologize for that. That only has three weeks, when we chat this afternoon. I can give you an adjusted number on that so.

In terms of the rebranding is that what might be incremental costs be at least in the first half of the year? Are you saying, is there a cost of changing the name out? Is there any? Is it just going to be the right time that we're going to see?

Yes, I believe of what I've heard and we've had discussions, there's very minimal cost in terms of changing this. We already own the name or we're using the BGSF a lot. So that's exactly that correct.

And there's only a few things we'll be changing. We'll have to change some things when it comes to trade shows and some of our marketing material that we get pushed out, but it'll be minimal, and we budgeted for that.

And in terms of the cross-sell opportunities with Horn and what's going on internally, what are you seeing, what are your people seeing in terms of the opportunities that are out there, you can try that further?

I think the team was super excited about Horn. Actually, both teams were excited, when we went down to visit the Horn team, it was probably one of our most energetic meetings with a new company we've ever acquired. So they see the benefit of the cross-sell initiatives, and they and they actually are a lot of members of our team knew the team's over at Horn. So the energies in synergy, just in getting to know each other was immediate. And so I think that everyone is super excited, and they've already started cross selling a lot and introducing each other to each other's clients.

And just one last one more what you see in the landscape out there is are you seeing more talent, are you drawing more talent in and versus the projects that are out there? I guess what I'm getting at is there are more. Are you seeing a more balanced market out there or is it still tilted one way or the other?

It's still tilted. So, it's just an interesting market out there right now. There's still a drive for people and there's, it hadn't led up much, even though there's a bunch of layoffs, it's not in where we play, so we're not getting a benefit from that side.

Our next question comes from the line of Jeff Martin of ROTH Capital.

Dan, congratulations on your retirement. I wish you well. Hope you have a lot of fun and happy memories ahead of you. I guess just piggybacking off the SG&A question. Is it fair to look at this as a 14-week quarter therefore you back out 114 does that 23 million, which is more like 23.5 million kind of run rate. And then you've got a couple items that you mentioned that Q1 used to be 0.5 million lower for the year and catch up on comp and then subtract transaction fee? So we're actually closer probably two to 20 million on a run rate basis, at least for Q1. Is that fair?

Yes, that's right. I got to chat about that later on, we have our call, if you don't mind.

Okay. And then Beth maybe could speak to the longer-term opportunity strategically with Horn, I know they bring expanded capabilities, particularly on the consulting side, but maybe speak to, kind of the end market you're most excited about. And then also the transition to geographic expansion and how that plays out over what timeframe?

Okay. Well, the one thing about horn is you're located in Austin, Houston and Dallas, and the ability to be able to expand them in the other markets that we operate in will be very beneficial for us. The thing that we're most excited about is they have such a strong finance and accounting group. And it's high end consulting, what it really does is it completes another piece of our puzzle with our customers. So when we go in, and we help a customer, pick what software they want, then we go in and help them implement the software that they get, then we help customize the software and the horn solutions, we get to help them come in and do the reporting that comes out of the software. So it really does make the circle complete in regards to what are able to do with a customer to keep them at BGSF client versus having to go somewhere else to get those resources. And that's the one thing that we're most excited about, because we were strong and in F&A, but the horn is three times larger than what we had in place already. So very good for us.

And then on the commercial side of real estate, maybe walk us through the transition '22, if you saw pent up demand coming trying to get a sense, because they had multifamily or real estate in general had a very strong year, looks like that was driven primarily by multifamily. But maybe give us give us a look at, if that pent up demand on the commercial side is unwinding?

It is still in play right now. I know that there's still the return to work out there. In the fourth quarter, third and fourth quarter, we started to see more companies come back to work which gave us an opportunity. We had consolidated that team within our multifamily group during COVID. As that started to break free, and we started seeing people go back into the offices, we broke it back out. And once we did that, we put a manager over that entire group, and then started back filling positions so that we could get back into the market earliest those things started to break So I think that as we moved into 2023, we are still seeing some cities across the U.S. that are ready to open up and get back to normal and some that still aren't. And so it's the one thing about real estate we have learned is there's no wide sweep of what's going on, it's just pockets, some pockets are doing better than others and some pockets are growing and some pockets are still holding on to deciding whether or not people are going to go back to the office. So we just have to be very aware of how we sell in those markets to be able to stay on top of it and going ahead and breaking that group out. And allowing them to start getting them market early will be helpful for us in this year.

And then last question on the margin front here. You've been very disciplined over the years in terms of expanding gross margins. That's typically translated into very good EBITDA margins. This curious with the growth investments that you made in the back half of '22. How should we think about EBITDA margins in 2023, relative to the last couple of years? And is it going to take a little bit of time to digest those investments and see the longer term benefit on the EBITDA margin side?

We do see some leveraging the cost that we spent over the last three years going into '23 and '24. Jeff so we anticipate better even a return as we move forward as we leverage the people that we have and grow faster than that SG&A cost and leverage the cost that we put into the IT roadmap. So I take your pacific percent, but we do expect that to expand. Yes.

Our next question comes from the line of Michael Taglich of Taglich Brothers.

I'm actually surprised at the explosion SG&A. I mean, was this the plan to spend to have this kind of level of expenses?

Well, I do think Mike that we had to, when we kind of paused our hiring when we went live on the systems at the end of June. And so in order for us to be able to go through and hit our numbers for 2023, we needed to be able to go ahead and get positions in place to be profitable or not profitable, but to drive the sales and growth for '23. So it was a decision that was made to go ahead and move things forward, or move things back so that we could be advanced in the forward. So I think that, yes, it was part of the plan to answer in regards to the hiring part of it.

How much of it was…

I'm sorry. Michael, we did have the wrap up of the IP roadmap this year as well. So that cost was anticipated.

The fourth quarter was a dramatic increase in SG&A versus the three quarters before that. I mean, it's great sales are up and all that, obviously, earnings are down, which is not the plan. So it was part of plan or not? I'm surprised that we didn't bring more dirt bottom line. So I want to spend some time understanding that better.

Well, we did mention that in the managed services division, we brought to us by momentum. We had some delays and projects that was anticipated in November and December. Their numbers were lower than expected. And then there were ends on the IT side higher than there were last year. So we had, again, we were sort of anticipating this year to be like last year and we had more ins than we did last year that that affected November and December numbers. We had some adjustments in terms of year-end accruals, we had some transaction fees related to Horn.

So if I'm running a budget, should I assume it's going to be SG&A 26.8 million plus on inflation factor, your annualized in the fourth quarter?

No.

So which I assume it should be I mean you guys have a budget for this coming year. I'm really surprised.

We prefer not to give those numbers out on the earnings call. Happy to have a follow-up call with you Michael.

Would you go into detail about the catch-up stuff? Was that under accruals or what is that as expenses you weren't are surprised expenses that just happened in Q4?

We had to catch up on bonus plans, where we had some kickers that came in as people reach certain levels in their bonus plan that we picked up in Q4 versus picking up earlier in the year. We had some other expenses that came…

How much and that add up to?

That was about 200, just north of $200,000. And then we had just under $300,000, on some other accruals that we need to do adjust. And then we had that transaction fees related to horn.

And you could put those, you couldn't capitalize those transaction fees into the transaction?

Transaction fees are not capitalizable anymore so. No. It should be under on the gap, but not in the new GAAP.

I love to see some top-line growth and gross margin growth and work that magical way where we get leverage on the bottom-line.

Well, as we mentioned, we certainly are looking at next year and then seeing expansion in the bottom EBITDA percent Michael. Okay. All right. Thank you very much. And we'll talk offline.

Our next question comes from the line of Darrell Davis, an Investor.

Hey, Beth, and Dan, way to go on a successful 2022. Dan, congratulations on your next step personally, your role at BGSF has been critical for me. When assess management, the first quality I look at is integrity. And if you have that serve, so thank you very much. And I wish you the best. And hopefully you'll stick around longer than a year in that transition. Speak of the transition, the news release for Dan, I think it was described the change was part of a transition plan. I think, I missed that. Where's that plan?

Dan, do you want to address this?

I'm sorry. [indiscernible].

I don't know that it was published. We've been doing succession planning. For a while we always try to think about, where leaders are and succession planning so that we are prepared. So Dan has been open and saying that when he wanted to retire, and I've known for a couple years when he wanted to retire. And so we talked with the board and decided to go ahead and push forward in having the CFO search, so that we would have long enough time to have the transition before Dan decided to that, it would be his last day. So we worked backward on it. But we've known for a couple of years that what his timeline was.

In your opening remarks, you mentioned the write down for 2023. Can you specify what has been written down?

That we're going to write down this year? Yes. So when we bought the companies we allocate the purchase price to various things, primarily the customer list and the trade name that we're going to use so that $22.5 million are values that we've assigned to trade names over the last 7 or 8 or 9 acquisitions on the IP side. So the decision is [indiscernible] on smart all those.

Basically the trade into the past, past 7, 8 or 9 acquisitions. And by the way, I'm a fan of the single brand. I don't know if I'm right or wrong in that attitude, but I'm a fan of the single brand. I think this may have been, the next question I think has been answered in a release a few months ago. What were the revenues for Horn for 2022?

They're about a $30 million company.

And then, finally, best use the annual question, looking back at 2022. Key names, what are some of the actions that you'll make that were good and one where some of the actions you'll make that we're not?

And we had so many good things, Darrell, I mean, the fact that we go in live on our technology, that was a 3 year journey that took us a little bit longer, because you threw in a pandemic in the middle of it. But the fact that the whole company has all new technology, and then it's all live right now. And that is a major accomplishment for us. So I would say that was a great thing. I'd say with the Horn acquisition was also a great thing. As far as when the bad things, I mean let's call it fourth quarters SG&A was a little bit of a hit. But we understand it we know what we know what happened. And we'll adjust for that going forward. And I think other than that, I think we've had, I think I'm very, very proud of our team and what we accomplished over the past year. I think we did a lot of revenue growth, GDP growth, while we went live on the system. And I think that that shows so much about our team and the people that BGSF.

Thank you for that, personally, obviously, the SG&A for the Q4 jumps off the page. But also what jumps off the page is the revenue growth. You had gone out of your way to set expectations low from Q4, especially in real estate because of the pent-up demand that you experienced in 2021, Q4. And I'm not looking at the numbers, but it was an impressive comp year-over-year. I guess it does that compliment has a question embedded in it. So I'll just go ahead and make explicit. Was that Q4 that we just finished. The 2022 Q4, is there still pent-up demand from these moratoriums? Are we done with? I mean, let's say if we're 1%, 2%, or 3%, let's call that we done. Is there any real pent-up demand still?

I think it's mostly on the commercial side right now. I think the real estate multifamily side is doing is back. But I would say that the commercial side with offices still, there's this back to work discussion is still happening on a daily basis with companies and I think that once that all shakes out that will help us but I think that's definitely still out there.

Thank you. As there are no additional questions waiting at this time, I'll pass the conference back over to Beth Garvey for closing remarks.

Thank you, Candace. Thank you for your time today and we appreciate your continued support. We look forward to updating you on our first quarter results in a couple months. Have a great day.

Ladies and gentlemen, that concludes today's BGSF fourth quarter 2022 earnings conference call and webcast. Have a great day ahead. You may now disconnect your lines.