8-K

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 31, 2016

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))

Item 2.02 Results of Operations and Financial Condition.

On October 31, 2016, BG Staffing, Inc. (the "Company") issued a press release regarding its financial results for the third fiscal quarter ended September 25, 2016. 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	Earnings release dated	October 31, 2016

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 31, 2016		/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 31, 2016

EX-99.1

BG Staffing, Inc. Announces Q32016 Financial Results

PLANO, Texas – Oct 31, 2016 – BG Staffing, Inc. (NYSE MKT: BGSF), a rapidly growing national provider of temporary staffing services, today reported financial results for its third quarterly period and nine months ended September 25, 2016.

Q32016 Results

Revenues for the third quarter 2016 were $67.4 million, an increase of 12.0% when compared with revenues from the third quarter 2015 of $60.2 million. The Company reported net income of $2.3 million, or $0.26 per diluted share for the third quarter 2016, compared with net income of $2.2 million, or $0.29 per diluted share for the third quarter 2015. Gross profit percent was 24.4% for the third quarter 2016 compared with 23.0% for the third quarter 2015.

Adjusted EBITDA⁽¹⁾ was $6.3 million, or 9.3% of revenues, in the third quarter of 2016, compared with $6.2 million, or 10.3% of revenues for the same period in the prior year.  

Adjusted EPS⁽¹⁾ for the third quarter 2016 was $0.40, a decrease of 7.0%, when compared with the third quarter 2015 of $0.43.

Nine-Month 2016 Results

Revenues for the first nine months2016 were $189.6 million, an increase of 25.7% when compared with revenues from the first nine months2015 of $150.8 million. The Company reported net income of $4.6 million, or $0.56 per diluted share, for the first nine months2016 compared with net income of $3.8 million, or $0.53 per diluted share, for the first nine months2015. Gross profit percent was 23.7% for the first nine months2016 compared with 21.9% for the first nine months2015.

Adjusted EBITDA⁽¹⁾ was $16.5 million, or 8.7% of revenues, in the first nine months of 2016, compared with $12.4 million, or 8.2% of revenues, for the same period in the prior year.  

Adjusted EPS⁽¹⁾ for the first nine months2016 was $1.07, an increase of 21.6% when compared with the first nine months2015 of $0.88.

L. Allen Baker, Jr., President and CEO, stated, "Our business philosophy of the past seven years remains constant. We continue to foster organic growth while seeking accretive, disciplined acquisitions.”

Conference Call

The Company will host an investor conference call to discuss financial results on November 1, 2016 at 1:30pm PDT (4:30 EDT). 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 PDT (4:30pm EDT) on November 1, 2016. The call can also be accessed "live" online at http://public.viavid.com/index.php?id=121467.  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 1-877-870-5176 (international participants dial 1-858-384-5517) starting November 1, 2016, at 7:30pm EST through November 8, 2016 at 11:59 pm EDT. Please use PIN Number 10001844.

⁽¹⁾ Non-GAAP financial measure. See reconciliation at end for details.

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 temporary staffing platform that has integrated several regional and national brands and is set to achieve scalable growth. The Company’s acquisition philosophy is one that not only brings financial growth, but unique and dedicated talent within the companies. This has led to a strong management team, with tenure and a desire to offer exceptional service to candidates, customers and 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

terri@bibimac.com

BG Staffing, Inc.

Selected Consolidated Statements of Operations Information
(amounts in thousands, except per-share amounts)

	Third Quarter				Year-to-Date
	2016		2015		2016		2015
Revenues	$	67,407	$	60,171	$	189,573	$	150,836
Gross profit	$	16,432	$	13,856	$	44,963	$	33,062
Selling, general and administrative expenses	$	10,291	$	7,703	$	28,670	$	20,929
Operating income	$	4,467	$	4,859	$	11,112	$	8,399
Income before income taxes	$	3,765	$	3,656	$	7,430	$	6,276
Net income	$	2,348	$	2,215	$	4,578	$	3,841
Net income per diluted share	$	0.26	$	0.29	$	0.56	$	0.53
Weighted average dilutive shares	9,028		7,574		8,220		7,182

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 and Adjusted EPS.

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 and Adjusted EPS are not measurements of financial performance under GAAP and should not be considered as an alternative to net income, net income per diluted share, 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 and Adjusted EPS are useful performance measures and are 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.

We define “Adjusted EPS” as diluted earnings per share eliminating loss on extinguishment of debt, interest expense on contingent consideration payable, and amortization expense of intangible assets from acquisitions, net of the respective income tax effect.

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 ofNet Income to Adjusted EBITDA

	Thirteen Weeks Ended				Thirty-nine Weeks Ended
	September 25, 2016		September 27, 2015		September 25, 2016		September 27, 2015
	(dollars in thousands)
Net income	$	2,348	$	2,215	$	4,578	$	3,841
Interest expense, net	702		661		3,278		1,751
Income tax expense	1,417		1,441		2,852		2,435
Depreciation and amortization	1,674		1,294		5,181		3,734
Loss on extinguishment of debt	—		439		404		439
Share-based compensation	111		49		253		232
Change in fair value of put option	—		103		—		(67		)
Adjusted EBITDA	$	6,252	$	6,202	$	16,546	$	12,365

Reconciliation of Adjusted EPS

	Thirteen Weeks Ended						Thirty-nine Weeks Ended
	September 25, 2016			September 27, 2015			September 25, 2016			September 27, 2015
Net income per diluted share	$	0.26		$	0.29		$	0.56		$	0.53
Loss on extinguishment of debt	—			0.06			0.05			0.06
Interest expense on contingent consideration payable	0.05			0.01			0.18			0.03
Amortization	0.17			0.16			0.59			0.49
Income tax expense adjustment	(0.08		)	(0.09		)	(0.31		)	(0.23		)
Adjusted EPS	$	0.40		$	0.43		$	1.07		$	0.88