8-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

__________

FORM 8‑K/A

(Amendment No. 1)

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

___________

Date of Report (Date of earliest event reported):

September 28, 2015

__________

BG STAFFING, INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware (State or Other Jurisdiction of Incorporation) 001-36704 (Commission File Number) 26-0656684 (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))

EXPLANATORY NOTE

BG Staffing, Inc. (the “Company” or “we” or “us”) filed a Form 8-K, with the Securities and Exchange Commission on September 30, 2015 (the “Original Filing”) to report the completion of its acquisition of substantially all of the assets, and certain of the liabilities, of Vision Technology Services, Inc.,, Vision Technology Services, LLC, and VTS-VM, LLC. In the Original Filing, we stated that required financial statements and pro forma financial information would be filed by amendment within seventy-one (71) calendar days from the date that the Original Filing was required to be filed. This Form 8-K/A is being filed to amend Item 9.01 of the Original Filing to provide the required financial statements and pro forma financial information described under Item 9.01 below. No other amendments are being made to the Original Filing.

2

Item 9.01 Financial Statements and Exhibits

(a)	Financial statements of businesses acquired
	The audited consolidated financial statements of Vision Technology Services, Inc. as of and for the years ended December 31, 2013 and 2014, and unaudited financial statements as of September 27, 2015 and for the eight months and twenty-seven days period ended September 27, 2015 and the nine months ended September 30, 2014 and the notes thereto, are filed as Exhibit 99.2 to this Current Report on Form 8-K/A and are incorporated herein by reference.
(b)	Pro forma financial information
	The unaudited pro forma condensed combining balance sheet as of September 27, 2015, and the unaudited pro forma condensed combining statements of operations for the period ended September 27, 2015 and fiscal year ended December 2014, and the notes thereto, are filed as Exhibit 99.3 to this Current Report on Form 8-K/A and are incorporated herein by reference.
(d)	Exhibits
	2.1	ASSET PURCHASE AGREEMENT dated, as of September 28, 2015, by and between BG STAFFING, LLC, as Buyer, VISION TECHNOLOGY SERVICES, INC., VISION TECHNOLOGY SERVICES, LLC and VTS-VM, LLC, collectively, as Sellers, and M. SCOTT CERASOLI AND ROBERT TROSKA, collectively, as the Selling Persons (incorporated by reference to the Company’s Current Report on Form 8-K filed on September 30, 2015).
	23.1	Consent of Independent Auditors.
	99.1	Press Release, dated September 29, 2015 (incorporated by reference to the Company’s Current Report on Form 8-K filed on September 30, 2015).
	99.2	Audited consolidated financial statements of Vision Technology Services, Inc. as of and for the years ended December 31, 2013 and 2014, and the notes thereto, and the unaudited consolidated financial statements of Vision Technology Services, Inc. as of September 27, 2015 and for the periods ended September 30, 2014 and September 27, 2015, and the notes thereto.
	99.3	Unaudited pro forma condensed combining balance sheet as of September 27, 2015, and the unaudited pro forma condensed combining statements of operations for the period ended September 27, 2015 and fiscal year ended December 2014, and the notes thereto.
	*	Schedules and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K. BG Staffing, Inc. hereby undertakes to furnish supplemental copies of any of the omitted schedules and exhibits upon request by the Securities and Exchange Commission.

3

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:	December 9, 2015	/s/ Dan Hollenbach
		Name:	Dan Hollenbach
		Title:	Chief Financial Officer and Secretary

19

EXHIBIT INDEX

Exhibit No.	Description
2.1	ASSET PURCHASE AGREEMENT dated, as of September 28, 2015, by and between BG STAFFING, LLC, as Buyer, VISION TECHNOLOGY SERVICES, INC., VISION TECHNOLOGY SERVICES, LLC and VTS-VM, LLC, collectively, as Sellers, and M. SCOTT CERASOLI AND ROBERT TROSKA, collectively, as the Selling Persons (incorporated by reference to the Company’s Current Report on Form 8-K filed on September 30, 2015).
23.1	Consent of Independent Auditors.
99.1	Press Release, dated September 29, 2015 (incorporated by reference to the Company’s Current Report on Form 8-K filed on September 30, 2015).
99.2	Audited consolidated financial statements of Vision Technology Services, Inc. as of and for the years ended December 31, 2013 and 2014, and the notes thereto, and the unaudited consolidated financial statements of Vision Technology Services, Inc. as of September 27, 2015 and for the periods ended September 30, 2014 and September 27, 2015, and the notes thereto.
99.3	Unaudited pro forma condensed combining balance sheet as of September 27, 2015, and the unaudited pro forma condensed combining statements of operations for the period ended September 27, 2015 and fiscal year ended December 2014, and the notes thereto.
*	Schedules and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K. BG Staffing, Inc. hereby undertakes to furnish supplemental copies of any of the omitted schedules and exhibits upon request by the Securities and Exchange Commission.

20

EX-23.1

Exhibit 23.1

Consent of Independent Auditors

We have issued our report dated December 9, 2015, with respect to the financial statements of Vision Technology Services, Inc. as of December 31, 2014 and 2013 and for the years then ended, included in this Current Report of BG Staffing, Inc. on Form 8-K/A. We hereby consent to the incorporation by reference of said report in the Registration Statements of BG Staffing, Inc. on Form S-8 (File Number 333-193014) and on Form S-3 (File Number 333-201178).

/s/ Whitley Penn LLP

Dallas, Texas

December 9, 2015

EX-99.2

REPORT OF INDEPENDENT AUDITORS

To the Board of Directors and Stockholders of

BG Staffing, Inc.

We have audited the accompanying consolidated financial statements of Vision Technology Services, Inc. and subsidiaries which comprise the consolidated balance sheets as of December 31, 2014 and 2013, and the related consolidated statements of operations, changes in members’ equity, and cash flows for the years then ended, and the related notes to the financial statements.

Management’s Responsibility for the Financial Statements

Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with accounting principles generally accepted in the United States of America (“GAAP”); this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

Auditor’s Responsibility

Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Vision Technology Service, Inc and subsidiaries as of December 31, 2014 and 2013, and the results of their operations and their cash flows for the years then ended in conformity with GAAP.

/s/ Whitley Penn LLP

Dallas, Texas

December 9, 2015

Vision Technology Services, Inc. and Subsidiaries

CONSOLIDATED BALANCE SHEETS

			September 27, 2015		December 31, 2014		December 31, 2013
			(unaudited)
Current assets
	Cash and cash equivalents		$	842,683	$	2,577,744	$	1,152,536
	Accounts receivable (net of allowance for doubtful accounts of $25,000 at 2015, 2014 and 2013)		4,040,896		3,282,610		4,196,259
	Prepaid expenses		135,432		29,824		30,294
	Other current assets		1,800		—		47,184
		Total current assets	5,020,811		5,890,178		5,426,273
Property and equipment, net			256,091		321,314		190,328
Deposits			18,341		18,341		18,341
		Total assets	$	5,295,243	$	6,229,833	$	5,634,942
Current liabilities
	Accounts payable and accrued expenses		$	389,597	$	445,947	$	226,379
	Accrued payroll and expenses		699,115		449,138		1,054,658
	Accrued consultant costs		638,762		643,871		407,542
	Other current liabilities		18,134		—		—
		Total current liabilities	1,745,608		1,538,956		1,688,579
Other long-term liabilities			14,005		—		—
		Total liabilities	1,759,613		1,538,956		1,688,579
Commitments and contingencies
Members' equity			3,535,630		4,690,877		3,946,363
		Total liabilities and members’ equity	$	5,295,243	$	6,229,833	$	5,634,942

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

2

Vision Technology Services, Inc. and Subsidiaries

CONSOLIDATED STATEMENTS OF OPERATIONS 

	For the Fiscal Nine Month Period Ended September 27, 2015		For the Nine Months Period Ended September 30, 2014		For the Years Ended December 31,
					2014		2013
	(unaudited)		(unaudited)
Revenues	$	25,226,294	$	25,353,216	$	33,227,466	$	33,874,147
Cost of services	19,153,881		18,896,754		25,019,166		25,213,894
Gross profit	6,072,413		6,456,462		8,208,300		8,660,253
Selling, general and administrative expenses	3,142,157		3,248,083		4,382,105		4,257,499
Depreciation	71,877		56,769		81,378		51,277
Operating income	2,858,379		3,151,610		3,744,817		4,351,477
Interest expense, net	—		—		—		15,663
Net income before income taxes	2,858,379		3,151,610		3,744,817		4,335,814
Income tax expense	—		—		—		—
Net income	$	2,858,379	$	3,151,610	$	3,744,817	$	4,335,814

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

3

Vision Technology Services, Inc. and Subsidiaries

CONSOLIDATED STATEMENTS OF CHANGES IN MEMBERS’ EQUITY

Years Ended December 31, 2014 and 2013 and Unaudited Fiscal Nine Month Period Ended September 27, 2015

	Member's Equity
Members' equity, December 31, 2012	$	4,540,850
Distributions to members'	(4,930,301		)
Net income	4,335,814
Members’ equity, December 31, 2013	3,946,363
Distributions to members'	(3,000,303		)
Net income	3,744,817
Members’ equity, December 31, 2014	4,690,877
Distributions to members'	(4,013,626		)
Net income	2,858,379
Members’ equity, September 27, 2015	$	3,535,630

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

4

Vision Technology Services, Inc. and Subsidiaries

CONSOLIDATED STATEMENTS OF CASH FLOWS

				For the Fiscal Nine Month Period Ended September 27, 2015			For the Nine Months Period Ended September 30, 2014			For the Years Ended December 31,
										2014			2013
				(unaudited)			(unaudited)
Cash flows from operating activities
	Net income			$	2,858,379		$	3,151,610		$	3,744,817		$	4,335,814
	Adjustments to reconcile net income to net cash provided by operating activities
		Depreciation		71,877			56,769			81,378			51,277
		Loss on disposal of property and equipment		42,800			—			—			3,091
		Provision for doubtful accounts		—			20,000			25,000			4,737
		Net changes in operating assets and liabilities, net of effects of acquisitions
			Accounts receivable	(758,286		)	(152,102		)	888,649			(363,660		)
			Prepaid expenses	(105,608		)	(45,038		)	470			(20,770		)
			Other current assets	(1,800		)	47,184			47,184			(47,186		)
			Other long-term assets	—			(900		)	—			—
			Accounts payable and accrued expenses	(56,350		)	554,012			219,568			(291,774		)
			Accrued payroll and expenses	249,977			(507,460		)	(605,520		)	(450,165		)
			Accrued consultant costs	(5,109		)	247,583			236,329			407,542
			Other current liabilities	13,750			—			—			—
			Net cash provided by operating activities	2,309,630			3,371,658			4,637,875			3,628,906
Cash flows from investing activities
	Capital expenditures			(30,361		)	(234,845		)	(212,364		)	(135,115		)
			Net cash used in investing activities	(30,361		)	(234,845		)	(212,364		)	(135,115		)
Cash flows from financing activities
	Payments under line of credit			—			—			—			(1,000,000		)
	Payments on other long-term liabilities			(704		)	—
	Distributions to members'			(4,013,626		)	(2,854,461		)	(3,000,303		)	(4,930,301		)
			Net cash used in financing activities	(4,014,330		)	(2,854,461		)	(3,000,303		)	(5,930,301		)
Net increase (decrease) in cash				(1,735,061		)	282,352			1,425,208			(2,436,510		)
Cash, beginning of period				2,577,744			1,152,536			1,152,536			3,589,046
Cash, end of period				$	842,683		$	1,434,888		$	2,577,744		$	1,152,536
Supplemental cash flow information:
	Cash paid for interest			$	—		$	—		$	—		$	15,663
Non-cash transactions:
	Capital leases in property and equipment			$	(19,093	)	$	—		$	—		$	—

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

5

Vision Technology Services, Inc. and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 

NOTE 1 - NATURE OF OPERATIONS

Vision Technology Services, Inc. is a provider of temporary information technology ("IT") staffing services that also operates, through its wholly owned subsidiaries Vision Technology Services, LLC. and VTS-VM, LLC (collectively, the "Company"). The Company was established in 2001 as a Delaware Corporation and provides services within the United States of America.

The Company's consulting solutions supplement medium to large size companies with contract staffing solutions for the implementation of their new strategic capabilities as well as augmenting their critical IT infrastructure and support functions. The Company's IT consulting solutions place consultants with customers for contract lengths generally of more than six months.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The consolidated financial statements include the accounts of the Company and have been prepared in conformity with accounting principles generally accepted in the United States of America ("GAAP"). All significant intercompany transactions and balances have been eliminated in consolidation.

Unaudited Interim Financial Information

The accompanying interim balance sheet as of September 27, 2015, the statements of operations for the eight months and twenty-seven days period ended September 27, 2015 ("Fiscal Nine Month") and the nine months ended September 30, 2014, statements of cash flows for the Fiscal Nine Month period ended September 27, 2015 and the nine months ended September 30, 2014 and the statement of members’ equity for the Fiscal Nine Month period ended September 27, 2015 are unaudited. These unaudited interim financial statements have been prepared in accordance with GAAP. In the opinion of management, the unaudited interim financial statements have been prepared on the same basis as the audited financial statements and include all adjustments necessary. The results of operations for the aforementioned interim periods are not necessarily indicative of the results to be expected for the year ending December 31, 2015 or for any other period.

Fiscal Year

The Company's year end is December 31.

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.

Cash Equivalents

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

Accounts Receivable

The Company extends credit to its customers in the normal course of business. Accounts receivable represent unpaid balances due from customers. The Company maintains an allowance for doubtful accounts for estimated losses resulting from customers’ 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 customers and the Company’s ongoing examination process. Receivables are written off after they are deemed to be uncollectible after all means of collection have been exhausted. Recoveries of receivables previously written off are recorded when received.

6

Vision Technology Services, Inc. and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 

Concentrations of Credit Risk

The Company does not believe that its financial instruments, primarily cash and cash equivalents, and accounts receivable are subject to significant concentrations of credit risk. The Company’s cash periodically exceeds the FDIC limits on insured balances. Maintaining deposits with major banks mitigates this risk.

Credit is extended based on an evaluation of the customer’s financial condition and, if necessary, a deposit or some other form of collateral or guarantee is obtained. Credit losses have generally been within management’s expectations.

One customer accounted for approximately 74% of the unaudited total net revenues for the Fiscal Nine Month period ended September 27, 2015, 71% of the unaudited nine months ended September 30, 2014 and 72% and 60% of fiscal years ended December 31, 2014 and 2013, respectively. The one customer also accounted for approximately 67% of the unaudited accounts receivable, net at September 27, 2015 and 65% and 68% of the accounts receivable, net at December 31, 2014 and 2013, respectively. Consequently, weakness in the customer's financial condition could have a material adverse effect on the Company’s financial position and results of operations.

Most of the Company's operations are located in the mid-Atlantic region during 2014 and 2013. Consequently, weakness in economic conditions in this region could have a material adverse effect on the Company’s financial position and results of operations.

Property and Equipment

The Company’s policy is to depreciate the cost of property and equipment over the estimated useful lives of the assets using the straight-line method. The cost of leasehold improvements and capital leases are amortized over their useful lives, or the applicable lease term, if shorter. Estimated useful lives are as follows:

	Years
Leasehold improvements	1-5
Furniture and fixtures	7
Computer systems	3-5

Revenue Recognition

The Company provides consultant staffing services. Revenues as presented on the Consolidated Statements of Operations represent services rendered to customers less sales adjustments and allowances. Reimbursements, including those related to out-of-pocket expenses, are also included in revenues, and equivalent amounts of reimbursable expenses are included in cost of services.

The Company and its customers enter into agreements that outline the general terms and conditions of the staffing arrangement. Revenue is recognized as services are performed and associated costs have been incurred. 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 workers, (ii) has the discretion to select the workers and establish their price and duties and (iii) bears the risk for services that are not fully paid for by customers.

Consultant staffing revenues are recognized when the services are rendered by the Company’s temporary workers or consultants. The Company assumes the risk of acceptability of its workers to its customers.

Income Taxes

No provision was made for U.S. federal income taxes in the accompanying Consolidated Statements of Operations. The Company is treated as a partnership for federal income tax purposes. Consequently, federal and state income taxes were not payable, or provided for, by the Company. The Company does not have any unrecognized tax benefits, has not incur any interest related to unrecognized tax benefits or has paid any penalties. Members were taxed individually on their share of the Company’s earnings, which were allocated among the members in accordance with the operating agreement of the members.

7

Vision Technology Services, Inc. and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 

Fair Value of Financial Instruments

The estimated fair value of cash, accounts receivable, prepaids expenses, accounts payable and all other accrued expenses approximate their carrying amounts due to the relatively short period to maturity of these instruments. Management believes the terms of capital lease obligations reflect current market conditions and book value approximates fair value. The fair value of a financial asset or liability is based on the assumptions that market participants would use in pricing the asset or liability. The Company follows a three-tiered fair value hierarchy when determining the inputs to valuation techniques. Level 1 measurements consist of unadjusted quoted prices in active markets for identical assets or liabilities.  Level 2 measurements include quoted prices in markets that are not active or model inputs that are observable either directly or indirectly for substantially the full term of the asset or liability. Level 3 measurements include significant unobservable inputs.

NOTE 3 - PROPERTY AND EQUIPMENT, NET

Property and equipment as of September 27, 2015, December 31, 2014 and December 31, 2013 consist of the following: 

	2015			2014			2013
	(unaudited)
Leasehold improvements	$	21,662		$	35,046		$	35,046
Furniture and fixtures	160,953			211,628			206,476
Furniture and fixtures under capital lease	19,093			—			—
Computer systems	215,077			321,892			114,680
	416,785			568,566			356,202
Accumulated depreciation	(160,694		)	(247,252		)	(165,874		)
	$	256,091		$	321,314		$	190,328

NOTE 4 - DEBT

The Company has a line of credit ("LOC") with M&T Bank (previously Provident Bank) effective May 2006, which provides for borrowings up to $1.0 million. As of September 27, 2015, December 31, 2014 and December 31, 2013, there was no outstanding balance on the LOC, respectively. Borrowings under the LOC are subject to a borrowing base, bear interest at Prime (3.25% at December 31, 2014), and is secured by all assets of the Company. The LOC has been canceled subsequent to the purchase date of September 27, 2015.

NOTE 5 - 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 loss can be made. While uncertainties are inherent in the final outcome of such matters, the Company believes that there are no pending proceedings in which the Company is currently involved that will have a material effect on its financial position, results of operations, or cash flow.

8

Vision Technology Services, Inc. and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 

NOTE 6 - OPERATING LEASES

The Company is a party to a lease for its facilities, expiring in fiscal year 2018. The lease provides for escalating rents over the life of the lease and rent expense is recognized over the term of the lease on a straight-line basis, with the difference between lease payments and rent expense recorded as deferred rent in accrued expenses in the consolidated balance sheets. Total rental expense charged to operations amounted to $192,299 for the unaudited Fiscal Nine Month period ended September 27, 2015, $193,841 for the unaudited nine months ended September 30, 2014 and $261,928, and $259,062 for years ended December 31, 2014 and 2013, respectively.

The following is a schedule by year of future minimum rental payments required under operating leases that have initial or remaining noncancelable lease terms in excess of one year, as of December 31, 2014: 

Fiscal year ending:
2015	$	168,585
2016	163,748
2017	68,228
2018	—
Thereafter	—
	$	400,561

NOTE 7 - EMPLOYEE BENEFIT PLAN

The Company provides a defined contribution plan (the "401(k) Plan") for the benefit of its eligible full-time employees. The 401(k) Plan allows employees to make contributions subject to applicable statutory limitations. The Company matches employee contributions 100% up to the first 3% and 50% of the next 2% of an employee’s compensation. The Company contributed $206,264 for the unaudited Fiscal Nine Month period ended September 27, 2015, $201,646 for the unaudited nine months ended September 30, 2014 and $265,157, and $230,912 for years ended December 31, 2014 and 2013, respectively, to the 401(k) Plan.

NOTE 8 - SUBSEQUENT EVENTS

On September 28, 2015, substantially all of the assets and certain liabilities of the Company were acquired by BG Staffing, Inc. ("BG Staffing") for an initial cash consideration paid of $10.0 million and an undiscounted contingent earn-out consideration of up to $10.75 million based on the performance of the acquired business for the three years following the date of acquisition. The purchase agreement contained a provision for a “true up” of acquired working capital 120 days after the closing date. If actual working capital is greater than the target working capital, BG Staffing will pay additional consideration in the amount of the difference. If actual working capital is less than target working capital, the Company will pay BG Staffing the amount of the difference.

In preparing these financial statements, the Company has evaluated events and transactions for potential recognition or disclosure through December 9, 2015 the date the financial statements were available for issuance.

9

EX-99.3

ITEM 9.01 (b) - PRO FORMA FINANCIAL INFORMATION

Introduction to the Unaudited Pro Forma Condensed Combining Balance Sheet and Statement of Operations

On September 28, 2015, BG Staffing, Inc. ("BG Staffing") acquired substantially all of the assets and assumed certain liabilities of Vision Technology Services, Inc., Vision Technology Services, LLC, and VTS-VM (collectively, “Vision Technology”) for an initial cash consideration paid of $10.0 million and contingent earn-out consideration of up to $10.75 million based on the performance of the acquired business for the three years following the date of acquisition. The purchase agreement contained a provision for a “true up” of acquired working capital 120 days after the closing date. If actual working capital is greater than the target working capital, the BG Staffing will pay additional consideration in the amount of the difference. If actual working capital is less than target working capital, Vision Technology will pay BG Staffing the amount of the difference. The acquisition of the assets of Vision Technology allows BG Staffing to strengthen and expand its IT operations through mid-Atlantic region and selected markets across the country with talent and project management services.

The Unaudited Pro Forma Condensed Combining Balance Sheet represents the historical balance sheet of BG Staffing giving effect to the asset purchase agreement as if it had been consummated on September 27, 2015. The Unaudited Pro Forma Condensed Combining Statements of Operations for the fiscal period then ended represents the historical statement of operations as if the acquisition had been consummated the beginning of BG Staffing's fiscal 2014 year and fiscal period ended September 27, 2015.

You should read this information in conjunction with the:

Ÿ	Accompanying notes to the Unaudited Pro Forma Condensed Combining Balance Sheet and Unaudited Pro Forma Condensed Combining Statement of Operations.
Ÿ	Separate historical financial statements and footnotes of BG Staffing, included in BG Staffing’s annual report on Form 10-K for the fiscal year ended December 28, 2014 as filed March 2, 2015.
Ÿ	Separate historical financial statements and footnotes of BG Staffing, included in BG Staffing’s quarterly report on Form 10-Q for the fiscal quarter ended September 27, 2015 as filed November 2, 2015.
Ÿ	Separate historical financial statements and footnotes of Vision Technology, included in this current report on Form 8-K/A for the fiscal year ended December 31, 2014 and unaudited financial statements as of September 27, 2015 and for the eight months and twenty-seven days period ended September 27, 2015 and the nine months ended September 30, 2014.

We present the unaudited pro forma condensed combining financial information for informational purposes only. The pro forma information is not necessarily indicative of what our financial position would have been had we completed the acquisition on the dates indicated nor is it necessarily indicative of what our operating results actually would have been had we completed the merger any future date or for any future period. In addition, the unaudited pro forma condensed combining financial information does not purport to project the future financial position or operating results of BG Staffing.

10

UNAUDITED PRO FORMA CONDENSED COMBINING BALANCE SHEET

September 27, 2015

			BG Staffing, Inc.		Vision Technology, Inc.		Pro Forma Adjustments				Pro Forma Combined
Current assets
	Cash and cash equivalents		$	64,832	$	842,683	$	(842,683	)	(a)	$	51,594
							(13,238		)	(b)
	Accounts receivable, net		29,828,732		4,040,896		(30,340		)	(c)	33,839,288
	Prepaid expenses		378,233		135,432		(19,027		)	(c)	494,638
	Other current assets		646,136		1,800		—				647,936
		Total current assets	30,917,933		5,020,811		(905,288		)		35,033,456
Property and equipment, net			1,286,425		256,091		—				1,542,516
Other assets
	Deposits and deferred financing charges		2,834,720		18,341		—				2,853,061
	Deferred income taxes		7,656,773		—		—				7,656,773
	Intangible assets, net		18,476,141		—		12,988,000			(d)	31,464,141
	Goodwill		7,089,257		—		2,095,402			(d)	9,184,659
		Total other assets	36,056,891		18,341		15,083,402				51,158,634
	Total assets		$	68,261,249	$	5,295,243	$	14,178,114			$	87,734,606
Current liabilities
	Accounts payable, accrued payroll and expenses		$	11,539,941	$	1,727,474	$	(12,973	)	(c)	$	13,664,319
							409,877			(e)
	Accrued interest and other current liabilities		808,459		18,134		(13,750		)	(c)	812,843
	Accrued workers’ compensation		1,058,265		—		—				1,058,265
	Contingent consideration		1,550,000		—		—				1,550,000
	Income taxes payable		858,955		—		—				858,955
		Total current liabilities	15,815,620		1,745,608		383,154				17,944,382
Line of credit			9,750,000		—		10,000,000			(f)	19,750,000
Long-term debt, less current portion			15,000,000		—		—				15,000,000
Other long-term liabilities			2,424,174		14,005		7,330,590			(g)	9,768,769
	Total liabilities		42,989,794		1,759,613		17,713,744				62,463,151
Members' equity			—		3,535,630		(3,535,630		)	(h)	—
Common stock			73,795		—		—				73,795
Additional paid in capital			19,449,896		—		—				19,449,896
Retained earnings			5,747,764		—		—				5,747,764
	Total stockholders' and members’ equity		25,271,455		3,535,630		(3,535,630		)		25,271,455
	Total liabilities and stockholders' and members’ equity		$	68,261,249	$	5,295,243	$	14,178,114			$	87,734,606

The accompanying notes are an integral part of these unaudited pro forma condensed combining financial statements.

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UNAUDITED PRO FORMA CONDENSED COMBINING STATEMENTS OF OPERATIONS 

For the Fiscal Year Ended

	December 28,			December 31,
	2014
	BG Staffing, Inc.			Vision Technology, Inc.		Pro Forma Adjustments				Pro Forma Combined
Revenues	$	172,810,551		$	33,227,466	$	—			$	206,038,017
Cost of services	138,283,333			25,019,166		—				163,302,499
Gross profit	34,527,218			8,208,300		—				42,735,518
Selling, general and administrative expenses	24,084,360			4,382,105		—				28,466,465
Depreciation and amortization	4,641,548			81,378		2,032,872			(a)	6,755,798
Operating income	5,801,310			3,744,817		(2,032,872		)		7,513,255
Loss on extinguishment of debt	986,835			—		—				986,835
Interest expense, net	2,685,369			—		1,316,979			(b)	4,002,348
Change in fair value of put option	1,184,408			—		—				1,184,408
Net income before income taxes	944,698			3,744,817		(3,349,851		)		1,339,664
Income tax expense	1,373,562			—		153,247			(c)	1,526,809
Net (loss) income	$	(428,864	)	$	3,744,817	$	(3,503,098	)		$	(187,145	)
Net (loss) income per share:
Basic	$	(0.08	)							$	(0.03	)
Diluted	$	(0.08	)							$	(0.03	)
Weighted-average shares outstanding:
Basic	5,648,605									5,648,605
Dilutive effect	—									—
Diluted	5,648,605									5,648,605

The accompanying notes are an integral part of these unaudited pro forma condensed combining financial statements.

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UNAUDITED PRO FORMA CONDENSED COMBINING STATEMENTS OF OPERATIONS 

For the Period Ended September 27, 2015

	BG Staffing, Inc.			Vision Technology, Inc.		Pro Forma Adjustments				Pro Forma Combined
Revenues	$	150,836,360		$	25,226,294	$	—			$	176,062,654
Cost of services	117,773,906			19,153,881		—				136,927,787
Gross profit	33,062,454			6,072,413		—				39,134,867
Selling, general and administrative expenses	20,929,397			3,142,157		—				24,071,554
Depreciation and amortization	3,734,414			71,877		1,524,654			(a)	5,330,945
Operating income	8,398,643			2,858,379		(1,524,654		)		9,732,368
Loss on extinguishment of debt	438,507			—		—				438,507
Interest expense, net	1,751,083			—		976,954			(b)	2,728,037
Change in fair value of put option	(66,560		)	—		—				(66,560		)
Net income before income taxes	6,275,613			2,858,379		(2,501,608		)		6,632,384
Income tax expense	2,434,692			—		138,427			(c)	2,573,119
Net income	$	3,840,921		$	2,858,379	$	(2,640,035	)		$	4,059,265
Net income per share:
Basic	$	0.55								$	0.58
Diluted	$	0.53								$	0.57
Weighted-average shares outstanding:
Basic	6,978,309									6,978,309
Dilutive effect	203,209									203,209
Diluted	7,181,518									7,181,518

The accompanying notes are an integral part of these unaudited pro forma condensed combining financial statements.

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NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINING FINANCIAL STATEMENTS

NOTE 1 - DESCRIPTION OF TRANSACTION AND BASIS OF PRESENTATION

Refer to the description in Note 8 of the notes to consolidated financial statements of Vision Technology et al. The Unaudited Pro Forma Condensed Combining Balance Sheet and Unaudited Pro Forma Condensed Combining Statements of Operations include the accounts of the both companies. For the 2015 statement of operations of BG Staffing, the historical amounts represent the time period from December 29, 2014 to September 27, 2015. For the 2015 statement of operations of Vision Technology, the historical amounts represent the time period from January 1, 2015 to September 27, 2015. All significant intercompany transactions and balances have been eliminated in consolidation.

NOTE 2 - PRO FORMA BALANCE SHEET ADJUSTMENTS

(a)	To eliminate cash balance per asset purchase agreement.
(b)	To record lease deposit funded outside of the purchase agreement.
(c)	To eliminate non-assumed assets and liabilities of Vision Technology.
(d)	To record intangible assets and goodwill.
(e)	Estimated working capital adjustment
(f)	To record cash borrowed on line of credit.
(g)	To accrue for estimated contingent consideration.
(h)	To eliminate members' equity of Vision Technology.

NOTE 3 - PRO FORMA STATEMENTS OF OPERATIONS ADJUSTMENTS.

(a)	To record amortization of identifiable intangible assets.
(b)	To record interest expense on additional borrowings on the revolving line of credit at a rate of approximately 3.75% and amortization of discount on contingent earn-out consideration.
(c)	To record the net tax expense of the pro forma adjustments at an effective tax rate of approximately 38.8%.

NOTE 4 - INTANGIBLE ASSETS

BG Staffing is currently in the process of completing a valuation of the identifiable intangible assets and determining the final working capital adjustment, if any. The allocation of such assets and the related deferred tax consequences, if any, may change.

The following table presents the latest preliminary allocation of purchase price as of the date of acquisition. The preliminary purchase price has been allocated to the assets acquired and liabilities assumed as of the date of acquisition as follows:

Accounts receivable		$	4,010,556
Prepaid expenses and other assets		123,308
Property and equipment		256,091
Intangible assets		12,988,000
Goodwill		2,095,402
Liabilities assumed		(2,420,696		)
Total net assets acquired		$	17,052,661
Cash		$	10,000,000
Working capital receivable		(277,929		)	(1	)
Fair value of contingent consideration		7,330,590
Total fair value of consideration transferred for acquired business		$	17,052,661
(1)	Amount relates to prepaid assets and liabilities paid before the acquisition date that should be included in the acquisition balance sheet. The estimated working capital adjustment represents the net assets that should have been acquired.

14

NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINING FINANCIAL STATEMENTS

The unaudited preliminary allocation of the intangible assets is as follows:

	Estimated Fair Value		Estimated  Useful Lives
Covenants not to compete	$	100,000	5 years
Trade name	3,781,000		Indefinite
Customer list	9,107,000		5 years
Total	$	12,988,000

15