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Form 8-K

sec.gov

8-K — BGSF, INC.

Accession: 0001474903-26-000089

Filed: 2026-11-04

Period: 2026-11-04

CIK: 0001474903

SIC: 7363 (SERVICES-HELP SUPPLY SERVICES)

Item: Results of Operations and Financial Condition

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — bgsf-20261104.htm (Primary)

EX-99.1 (ex991q32026earnings.htm)

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8-K

8-K (Primary)

Filename: bgsf-20261104.htm · Sequence: 1

bgsf-20261104

0001474903FalseFY2026BGSF, INC.00014749032026-11-042026-11-0400014749032026-08-052026-08-05

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):

November 4, 2026

BGSF, 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)

14901 Quorum Drive,Suite 800

Dallas, Texas 75254

(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 ¨

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. ¨

Title of each class Trading Symbol(s) Name of each exchange on which registered

Common Stock BGSF NYSE

Item 2.02 Results of Operations and Financial Condition.

On November 4, 2026, BGSF, Inc. (the "Company") issued a press release regarding its financial results for the third fiscal quarter ended September 27, 2026. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

The Company is making reference to non-GAAP financial information in the press release and the related conference call, and a reconciliation of GAAP to non-GAAP results is provided in the press release.

Item 7.01 Regulation FD Disclosure.

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

November 4, 2026

104.0 Cover Page Interactive Data File (embedded within the Inline XBRL document)

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.

BGSF, INC.

Date: November 4, 2026 /s/ Keith Schroeder

Name: Keith Schroeder

Title: Co-Chief Executive Officer, Chief Financial Officer and Secretary

(Co-Principal Executive Officer and Principal Financial Officer)

EX-99.1

EX-99.1

Filename: ex991q32026earnings.htm · Sequence: 2

Document

BGSF, Inc. Reports Third Quarter 2026 Financial Results

DALLAS, Texas – (November 4, 2026) – BGSF, Inc. (NYSE: BGSF), a leading provider of workforce solutions for the specialized Property Management industry, today reported financial results for the third fiscal quarter ended September 27, 2026.

Q3 2026 Highlights from Continuing Operations

•Revenues were $25.1 million for Q3, compared to $26.9 million from prior year quarter, driven by lower billable hours in the current year compared to prior year.

•Gross profit was $9.1 million for Q3, compared to $9.7 million in prior year quarter, which is in line with revenues.

•Net income was $0.1 million, or $0.01 per diluted share for Q3, compared to a net loss of $3.1 million, or $0.28 per diluted share in the prior year quarter. The improvement was primarily driven by a reduction in selling, general, and administrative expenses and interest expense.

•Adjusted EBITDA1 was $0.9 million (3% of revenues) in Q3, compared to adjusted EBITDA of $1.0 million (4% of revenues) in the prior year quarter.

•Adjusted EPS1 was $0.09 for Q3, compared with Adjusted EPS1 of $0.08 in the prior year quarter.

SUMMARY OF FINANCIAL RESULTS FROM CONTINUING OPERATIONS

(dollars in thousands, except per share) (unaudited)

For the Thirteen Week Periods Ended

September 27,

2026 September 28,

2025

Revenues $ 25,129  $ 26,895

Gross profit $ 9,083  $ 9,660

Gross profit percentage 36.1  % 35.9  %

Operating income (loss) $ 206  $ (937)

Net income (loss) $ 94  $ (3,078)

Net income (loss) per diluted share $ 0.01  $ (0.28)

Non-GAAP Financial Measures:

Adjusted EBITDA1

$ 858  $ 980

Adjusted EBITDA Margin (% of revenue)1

3.4  % 3.6  %

Adjusted EPS1

$ 0.09  $ 0.08

1 Adjusted EBITDA and Adjusted EPS are non-GAAP financial measures as defined and reconciled below.

Co-Chief Executive Officer and Chief Financial Officer, Keith Schroeder, said, “While revenue remained pressured by cautious customer spending, our focus on expense management and operational efficiency enabled us to sustain profitability and maintain a strong balance sheet. We believe the cost reduction measures implemented during the year, coupled with ongoing investments in strategic initiatives, provide a balanced approach to managing near-term market challenges while positioning BGSF for long-term value creation.”

Co-Chief Executive Officer and Property Management President, Kelly Brown, commented, “While customer spending remains cautious, we continue to execute on initiatives that strengthen our business, improve productivity, and enhance the experience we deliver to both clients and candidates. We are encouraged by the growth of our PropTech platform and the progress we are making with AI-enabled recruiting and operational enhancements, which we believe position BGSF to emerge stronger as multifamily market conditions continue to stabilize.”

Conference Call

BGSF will discuss its third quarter 2026 financial results during a conference call and webcast at 9:00 a.m. ET on November 5, 2026. Interested participants may dial 1-800-715-9871 (Toll Free) or 1-646-307-1963 (International) and ask to be included in the BGSF call. A call replay will be available until November 12, 2026. To access the replay, please dial 1-855-669-9658 (Toll Free), or 1-412-317-0088 (International) and enter access code 2453258. The live webcast and archived replay are accessible from the investor relations section of the Company’s website at https://investor.bgsf.com/events-and-presentations/default.aspx

About BGSF

BGSF provides best-in-class property management resources and solutions to growing apartment and luxury communities, as well as commercial properties, and was awarded Supplier Company of the Year by the National Apartment Association in recent years. Through its exclusive and semi-exclusive agreements with some of the largest property management companies in North America, BGSF offers differentiated advantages to clients, including trained talent and unique technological platforms that seek to maximize efficiencies in the growing residential and commercial leased property industries. For more information on the Company and its services, please visit its website at www.bgsf.com.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of U.S. federal securities laws. Such forward-looking statements include, but are not limited to, statements regarding BGSF’s expectations, hopes, beliefs, intentions, plans, prospects, or strategies regarding the future revenue and the business plans of BGSF’s management team. Any statements contained herein that are not statements of historical fact may be deemed to be forward-looking statements. In addition, any statements that refer to projections, forecasts, or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipate,” “believe,” “continue,” “could,” “endeavor,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “will,” “would,” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. The forward-looking statements contained in this press release are based on certain assumptions and analyses made by the management of BGSF considering their respective experience and perception of historical trends, current conditions, and expected future developments and their potential effects on BGSF as well as other factors they believe are appropriate in the circumstances. There can be no assurance that future developments affecting BGSF will be those anticipated. These forward-looking statements involve a number of risks, uncertainties, or other assumptions that may cause

actual results or performance to be materially different from those expressed or implied by these forward-looking statements, including the mix of services or solutions utilized by BGSF’s client partners and such client partners’ needs for these services or solutions, market acceptance of new offerings of services or solutions, the ability of BGSF to expand what it does for existing client partners as well as to add new client partners, whether BGSF will have sufficient capital to operate as anticipated, the impact of the use of AI-powered technologies and the timing of their availability, the impact of our strategic initiatives and cost reductions, the demand for BGSF’s services and solutions, economic activity in BGSF’s industry and in general, and certain risks, uncertainties, and assumptions described in BGSF’s most recently filed Annual Report on Form 10-K and subsequently filed Quarterly Reports on Form 10-Q under the heading “Risk Factors.” Should one or more of these risks or uncertainties materialize or should any of the assumptions being made prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. BGSF undertakes no obligation to update or revise any forward-looking statements, whether because of new information, future events, or otherwise, except as may be required under applicable securities laws.

CONTACT:

Latoya Johnson

ir@BGSF.com 972.692.2400

Source: BGSF, Inc.

UNAUDITED CONSOLIDATED BALANCE SHEETS

(in thousands, except share amounts)

September 27,

2026 December 28, 2025

ASSETS

Current assets

Cash and cash equivalents $ 9,302  $ 19,018

Short-term investments 8,622  —

Accounts receivable (net of allowance for credit losses of $982 and $1,156, respectively)

13,974  11,898

Escrow receivable 750  4,950

Prepaid expenses 1,230  1,126

Other current assets 1,381  1,458

Total current assets 35,259  38,450

Property and equipment, net 199  244

Other assets

Deposits 1,918  1,938

Software as a service, net 2,581  3,002

Deferred income taxes, net 9,404  9,496

Right-of-use asset - operating leases, net 575  630

Intangible assets, net 2,580  3,003

Goodwill 1,074  1,074

Total other assets 18,132  19,143

Total assets $ 53,590  $ 57,837

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities

Accounts payable $ 459  $ 503

Accrued payroll and expenses 5,035  4,441

Transition services payable 855  3,064

Income taxes payable 22  76

Note payable —  449

Severance payable, current portion 194  392

Lease liabilities, current portion 408  409

Total current liabilities 6,973  9,334

Severance payable, less current portion —  100

Lease liabilities, less current portion 213  298

Total liabilities 7,186  9,732

Commitments and contingencies

Preferred stock, $0.01 par value per share, 500,000 shares authorized, -0- shares issued and outstanding

—  —

Common stock, $0.01 par value per share; 19,500,000 shares authorized 11,279,222 and 11,227,197 shares issued, respectively, and 10,664,785 and 10,872,067 outstanding, respectively

113  112

Additional paid in capital 72,039  71,445

Accumulated deficit (22,835) (21,874)

Treasury stock of 614,437 and 355,130 shares, respectively

(2,913) (1,578)

Total stockholders’ equity 46,404  48,105

Total liabilities and stockholders’ equity $ 53,590  $ 57,837

UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share and dividend amounts)

For the Thirteen and Thirty-nine Week Periods Ended September 27, 2026 and September 28, 2025

Thirteen Weeks Ended Thirty-nine Weeks Ended

2026 2025 2026 2025

Revenues $ 25,129  $ 26,895  $ 68,324  $ 71,284

Cost of services 16,046  17,235  43,913  45,654

Gross profit 9,083  9,660  24,411  25,630

Selling, general, and administrative expenses 8,718  10,223  26,451  31,804

Gain on contingent consideration —  (450) —  (450)

Depreciation and amortization 159  824  497  1,411

Operating income (loss) 206  (937) (2,537) (7,135)

Interest income (expense), net 38  (1,570) 272  (4,595)

Income (loss) before income taxes from continuing operations 244  (2,507) (2,265) (11,730)

Income tax (expense) benefit from continuing operations (150) (571) 136  1,461

Income (loss) from continuing operations 94  (3,078) (2,129) (10,269)

Income (loss) from discontinued operations:

Income —  226  —  3,695

Gain (loss) on sale 250  (2,892) 1,168  (2,892)

Income tax expense —  (68) —  (804)

Net income (loss) $ 344  $ (5,812) $ (961) $ (10,270)

Net income (loss) per share - basic and diluted:

Net income (loss) from continuing operations $ 0.01  $ (0.28) $ (0.20) $ (0.93)

Net income (loss) from discontinued operations:

Income —  0.02  —  0.34

Gain (loss) on sale 0.02  (0.26) 0.11  (0.26)

Income tax expense —  —  —  (0.08)

Net income (loss) per share - basic and diluted $ 0.03  $ (0.52) $ (0.09) $ (0.93)

Weighted-average shares outstanding:

Basic 10,550  11,079  10,506  11,018

Diluted 10,565  11,079  10,506  11,018

Cash dividends declared per common share $ —  $ 2.00  $ —  $ 2.00

PROPERTY MANAGEMENT SEGMENT

(dollars in thousands) (unaudited)

Thirteen Weeks Ended Thirty-nine Weeks Ended

September 27,

2026 September 28,

2025 September 27,

2026 September 28,

2025

Contract field talent $ 24,317  $ 26,341  $ 65,999  $ 69,619

Contingent placements 812  554  2,325  1,665

Revenue 25,129  26,895  68,324  71,284

Compensation and related 16,008  17,197  43,796  45,541

Other 38  38  117  113

Gross profit 9,083  9,660  24,411  25,630

Selling:

Compensation 4,253  4,349  12,853  12,469

Advertising, occupancy, and travel 470  472  1,406  1,297

Software, insurance, and professional fees 513  483  1,465  1,152

Other 206  368  720  2,577

Contributions to overhead 3,641  3,988  7,967  8,135

General and administrative:

Compensation 1,554  2,073  4,588  6,318

Software 577  750  1,801  2,197

Professional fees 434  131  1,405  1,334

Strategic alternatives review/restructuring 175  482  1,043  2,116

Other 536  1,115  1,170  2,344

Gain on contingent consideration —  (450) —  (450)

Depreciation and amortization 159  824  497  1,411

Operating income (loss) 206  (937) (2,537) (7,135)

Interest income (expense), net 38  (1,570) 272  (4,595)

Income tax (expense) benefit from continuing operations (150) (571) 136  1,461

Income (loss) from continuing operations $ 94  $ (3,078) $ (2,129) $ (10,269)

UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

For the Thirty-nine Week Periods Ended September 27, 2026 and September 28, 2025

2026 2025

Cash flows from operating activities

Net loss $ (961) $ (10,270)

Net income from discontinued operations (1,168) (2,891)

Adjustments to reconcile net loss to net cash used in operating activities:

Depreciation 73  86

Amortization 424  1,325

Software as a service 421  950

Loss on sale of discontinued operations —  2,892

Loss on disposal of property and equipment —  11

Contingent consideration adjustment —  (450)

Amortization of debt issuance costs —  1,022

Interest expense on note payable —  235

Provision for credit losses 334  1,822

Share-based compensation 595  850

Deferred income taxes 92  (1,450)

Other non-cash items (90) —

Net changes in operating assets and liabilities:

Accounts receivable (2,411) (2,236)

Escrow receivable 4,200  (4,950)

Prepaid expenses (105) 302

Other current assets 346  (516)

Deposits 20  73

Accounts payable (44) 1,877

Accrued payroll and expenses 594  2,642

Transition services payable (2,209) 1,474

Accrued interest —  (223)

Income taxes receivable (payable) (322) 323

Severance payable (299) —

Other current liabilities —  1,940

Operating leases (30) (15)

Other long-term liabilities —  3,406

Net cash used in continuing operating activities (540) (1,771)

Net cash provided by discontinued operating activities —  227

Net cash used in operating activities (540) (1,544)

Cash flows from investing activities

Proceeds from business sold 1,168  91,528

Purchases of short-term investments (20,436) —

Proceeds from sale of short-term investments 8,897  —

Proceeds from redemptions of short-term investments 3,007  —

Capital expenditures (28) (122)

Net cash (used in) provided by continuing investing activities (7,392) 91,406

Net cash used in discontinued investing activities —  (193)

Net cash (used in) provided by investing activities (7,392) 91,213

Cash flows from financing activities

Net payments under line of credit —  (10,220)

Principal payments on long-term debt —  (32,725)

Payment of convertible note —  (4,368)

Issuance of ESPP shares —  134

Note payable paid (449) (1,289)

Repurchase of common stock (1,335) —

Payments of debt issuance costs —  (29)

Net cash used in financing activities (1,784) (48,497)

Net change in cash and cash equivalents (9,716) 41,172

Less: net change in cash and cash equivalents, discontinued operations —  34

Cash and cash equivalents, beginning of period 19,018  32

Cash and cash equivalents, end of period, continuing operations $ 9,302  $ 41,170

Supplemental cash flow information:

Cash paid for interest $ 58  $ 3,398

Cash paid for state taxes, net of refunds $ 89  $ 535

Non-cash transaction: Dividends declared $ —  $ 22,400

NON-GAAP FINANCIAL MEASURES

The financial results of BGSF, 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 our financial performance, we supplement our 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 from 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 alternatives to net income, net income per diluted share, operating income, or any other performance measure derived in accordance with GAAP, or as alternatives to cash flow from operating activities or measures 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 EBITDA" as earnings before interest (income) expense, income taxes, depreciation and amortization expense, costs associated with the evaluation of potential strategic alternatives (“strategic alternatives review/restructuring”), software as a service costs, and certain non-cash expenses such as share-based compensation expense, as well as certain specific events that management does not consider in assessing our on-going operating performance.

We define “Adjusted EPS” as diluted earnings per share eliminating interest (income) expense, depreciation, and amortization expense, the strategic alternatives review/restructuring, software as a service costs, and certain non-cash expenses such as share-based compensation expense, as well as certain specific events that management does not consider in assessing our on-going operating performance, net of the respective income tax effect.

Reconciliation of Net Income (Loss)

to Adjusted EBITDA

(dollars in thousands)

Thirteen Weeks Ended Thirty-nine Weeks Ended

September 27,

2026 September 28,

2025 September 27,

2026 September 28,

2025

Income (loss) from continuing operations $ 94  $ (3,078) $ (2,129) $ (10,269)

Income tax expense (benefit) 150  571  (136) (1,461)

Interest (income) expense, net (38) 1,570  (272) 4,595

Operating income (loss) 206  (937) (2,537) (7,135)

Depreciation and amortization 159  824  497  1,411

Gain on contingent consideration —  (450) —  (450)

Share-based compensation 178  545  595  850

Strategic alternatives review/restructuring 175  482  1,043  2,116

Software as a service1

140  516  421  950

Aged receivable adjustment —  —  —  1,070

Adjusted EBITDA from continuing operations 858  980  19  (1,188)

Adjusted EBITDA Margin (% of revenue) 3.4  % 3.6  % —  % (1.7) %

Income (loss) from discontinued operations 250  (2,734) 1,168  (1)

Adjustments to discontinued operations2

—  1,059  —  4,429

Adjusted EBITDA from discontinued operations 250  (1,675) 1,168  4,428

Adjusted EBITDA, net $ 1,108  $ (695) $ 1,187  $ 3,240

1 We capitalize direct costs incurred in cloud computing implementation from hosting arrangements, which are reported as a Software as a service and are expensed in selling, general, and administrative expenses.

2 Adjusted EBITDA from discontinued operations for the thirteen and thirty-nine weeks ended September 28, 2025 includes $0.9 million and $3.6 million of depreciation and amortization, respectively, and $0.1 million and $0.8 million of income tax expense, respectively.

Reconciliation of Net Income (Loss) EPS to Adjusted EPS

Thirteen Weeks Ended Thirty-nine Weeks Ended

September 27,

2026 September 28,

2025 September 27,

2026 September 28,

2025

Income (loss) from continuing operations per diluted share $ 0.01  $ (0.28) $ (0.20) $ (0.93)

Income tax expense (benefit) 0.01  0.05  (0.01) (0.13)

Interest (income) expense, net —  0.14  (0.03) 0.42

Operating income (loss) 0.02  (0.09) (0.24) (0.64)

Depreciation and amortization 0.02  0.07  0.05  0.13

Gain on contingent consideration —  (0.04) —  (0.04)

Share-based compensation 0.02  0.05  0.06  0.08

Strategic alternatives review/restructuring 0.02  0.04  0.10  0.19

Software as a service1

0.01  0.05  0.04  0.09

Aged receivable adjustment —  —  —  0.10

Adjusted EPS from continuing operations 0.09  0.08  0.01  (0.09)

Adjusted EPS from discontinued operations 0.02  (0.16) 0.11  0.42

Adjusted EPS $ 0.11  $ (0.08) $ 0.12  $ 0.33

1 We capitalize direct costs incurred in cloud computing implementation from hosting arrangements, which are reported as a Software as a service and are expensed in selling, general, and administrative expenses.

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The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.

+ References

No definition available.

+ Details

Name:

dei_DocumentType

Namespace Prefix:

dei_

Data Type:

dei:submissionTypeItemType

Balance Type:

na

Period Type:

duration

X

- Definition

Address Line 1 such as Attn, Building Name, Street Name

+ References

No definition available.

+ Details

Name:

dei_EntityAddressAddressLine1

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

na

Period Type:

duration

X

- Definition

Name of the City or Town

+ References

No definition available.

+ Details

Name:

dei_EntityAddressCityOrTown

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

na

Period Type:

duration

X

- Definition

Code for the postal or zip code

+ References

No definition available.

+ Details

Name:

dei_EntityAddressPostalZipCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

na

Period Type:

duration

X

- Definition

Name of the state or province.

+ References

No definition available.

+ Details

Name:

dei_EntityAddressStateOrProvince

Namespace Prefix:

dei_

Data Type:

dei:stateOrProvinceItemType

Balance Type:

na

Period Type:

duration

X

- Definition

A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityCentralIndexKey

Namespace Prefix:

dei_

Data Type:

dei:centralIndexKeyItemType

Balance Type:

na

Period Type:

duration

X

- Definition

Indicate if registrant meets the emerging growth company criteria.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityEmergingGrowthCompany

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

na

Period Type:

duration

X

- Definition

Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.

+ References

No definition available.

+ Details

Name:

dei_EntityFileNumber

Namespace Prefix:

dei_

Data Type:

dei:fileNumberItemType

Balance Type:

na

Period Type:

duration

X

- Definition

Two-character EDGAR code representing the state or country of incorporation.

+ References

No definition available.

+ Details

Name:

dei_EntityIncorporationStateCountryCode

Namespace Prefix:

dei_

Data Type:

dei:edgarStateCountryItemType

Balance Type:

na

Period Type:

duration

X

- Definition

The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityRegistrantName

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

na

Period Type:

duration

X

- Definition

The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityTaxIdentificationNumber

Namespace Prefix:

dei_

Data Type:

dei:employerIdItemType

Balance Type:

na

Period Type:

duration

X

- Definition

Local phone number for entity.

+ References

No definition available.

+ Details

Name:

dei_LocalPhoneNumber

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

na

Period Type:

duration

X

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

+ Details

Name:

dei_PreCommencementIssuerTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

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Period Type:

duration

X

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

+ Details

Name:

dei_PreCommencementTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

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Period Type:

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X

- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

+ Details

Name:

dei_Security12bTitle

Namespace Prefix:

dei_

Data Type:

dei:securityTitleItemType

Balance Type:

na

Period Type:

duration

X

- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

+ Details

Name:

dei_SecurityExchangeName

Namespace Prefix:

dei_

Data Type:

dei:edgarExchangeCodeItemType

Balance Type:

na

Period Type:

duration

X

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

+ Details

Name:

dei_SolicitingMaterial

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

na

Period Type:

duration

X

- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

dei_TradingSymbol

Namespace Prefix:

dei_

Data Type:

dei:tradingSymbolItemType

Balance Type:

na

Period Type:

duration

X

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

+ Details

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dei_WrittenCommunications

Namespace Prefix:

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Data Type:

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