Barrett Business Services Inc 10-Q for FY2020 Q2
Barrett Business Services Inc (BBSI)
About this 10-Q
Barrett Business Services Inc filed this 10-Q on August 5, 2020, covering the quarter ended June 30, 2020 (FY2020 Q2).
Headline figures
Quarter ended June 30, 2020, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $201.03M
- down 13.0% from $230.98M a year earlier
- Net income
- $11.51M
- down 17.2% from net income of $13.91M a year earlier
- Diluted EPS
- $1,510.00
- down 16.6% from $1,810.00 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the Quarterly Period Ended
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the Transition Period From to
Commission File Number
BARRETT BUSINESS SERVICES, INC.
(Exact name of registrant as specified in its charter)
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(State or other jurisdiction of |
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(IRS Employer |
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(Address of principal executive offices) |
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(Zip Code) |
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(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
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Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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Large accelerated filer |
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Accelerated filer |
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Non-accelerated filer |
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Smaller reporting company |
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Emerging growth company |
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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. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
As of July 22, 2020,
BARRETT BUSINESS SERVICES, INC.
INDEX TO FORM 10-Q
2
PART I – FINANCIAL INFORMATION
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Item 1. |
Unaudited Interim Condensed Consolidated Financial Statements |
Barrett Business Services, Inc.
Condensed Consolidated Balance Sheets
(Unaudited)
(In Thousands, Except Par Value)
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June 30, |
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December 31, |
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2020 |
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2019 |
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ASSETS |
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Current assets: |
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Cash and cash equivalents |
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$ |
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$ |
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Investments |
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Trade accounts receivable, net |
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Income taxes receivable |
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Prepaid expenses and other |
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Restricted cash and investments |
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Total current assets |
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Property, equipment and software, net |
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Operating lease right-of-use assets |
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Restricted cash and investments |
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Goodwill |
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Other assets |
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Deferred income taxes |
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— |
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$ |
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$ |
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LIABILITIES AND STOCKHOLDERS' EQUITY |
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Current liabilities: |
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Current portion of long-term debt |
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$ |
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$ |
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Accounts payable |
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Accrued payroll, payroll taxes and related benefits |
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Current operating lease liabilities |
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Other accrued liabilities |
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Workers' compensation claims liabilities |
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Safety incentives liability |
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Total current liabilities |
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Long-term workers' compensation claims liabilities |
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Long-term debt |
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Deferred income taxes |
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— |
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Long-term operating lease liabilities |
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Customer deposits and other long-term liabilities |
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Total liabilities |
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Commitments and contingencies (Notes 4 and 6) |
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Stockholders' equity: |
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Common stock, $ and |
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Additional paid-in capital |
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Accumulated other comprehensive income |
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Retained earnings |
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Total stockholders' equity |
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$ |
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$ |
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The accompanying notes are an integral part of these condensed consolidated financial statements.
3
Barrett Business Services, Inc.
Condensed Consolidated Statements of Operations
(Unaudited)
(In Thousands, Except Per Share Amounts)
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Three Months Ended |
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Six Months Ended |
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June 30, |
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June 30, |
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2020 |
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2019 |
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2020 |
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2019 |
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Revenues: |
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Professional employer service fees |
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$ |
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$ |
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$ |
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$ |
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Staffing services |
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Total revenues |
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Cost of revenues: |
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Direct payroll costs |
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Payroll taxes and benefits |
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Workers' compensation |
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Total cost of revenues |
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Gross margin |
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Selling, general and administrative expenses |
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Depreciation and amortization |
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Income from operations |
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Other income (expense): |
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Investment income, net |
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Interest expense |
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( |
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Other, net |
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— |
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Other income, net |
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Income before income taxes |
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Provision for income taxes |
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Net income |
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$ |
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$ |
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$ |
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$ |
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Basic income per common share |
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$ |
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$ |
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$ |
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$ |
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Weighted average number of basic common shares outstanding |
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Diluted income per common share |
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$ |
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$ |
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$ |
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$ |
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Weighted average number of diluted common shares outstanding |
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The accompanying notes are an integral part of these condensed consolidated financial statements.
4
Barrett Business Services, Inc.
Condensed Consolidated Statements of Comprehensive Income
(Unaudited)
(In Thousands)
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Three Months Ended |
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June 30, |
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2020 |
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2019 |
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Net income |
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$ |
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$ |
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Unrealized gains on investments, net of tax of $ and 2019, respectively |
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Comprehensive income |
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$ |
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$ |
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Six Months Ended |
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June 30, |
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2020 |
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2019 |
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Net income |
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$ |
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$ |
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Unrealized gains on investments, net of tax of $ and 2019, respectively |
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Comprehensive income |
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$ |
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$ |
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The accompanying notes are an integral part of these condensed consolidated financial statements.
5
Barrett Business Services, Inc.
Condensed Consolidated Statements of Stockholders’ Equity
Three and Six Months Ended June 30, 2020
(Unaudited)
(In Thousands)
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Accumulated |
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Other |
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Additional |
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Comprehensive |
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Common Stock |
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Paid-in |
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Income |
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Retained |
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Shares |
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Amount |
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Capital |
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(Loss) |
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Earnings |
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Total |
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Balance, December 31, 2019 |
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$ |
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$ |
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$ |
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$ |
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$ |
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Common stock issued on exercise of options, purchase of ESPP shares and vesting of restricted stock units and performance awards |
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— |
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— |
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Common stock repurchased on vesting of restricted stock units and performance awards |
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( |
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— |
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( |
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— |
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— |
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( |
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Share-based compensation expense |
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— |
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— |
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— |
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— |
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Company repurchase of common stock |
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( |
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( |
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( |
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— |
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( |
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( |
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Cash dividends on common stock ($ share) |
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— |
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— |
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— |
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— |
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( |
) |
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( |
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Unrealized loss on investments, net of tax |
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— |
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— |
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— |
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( |
) |
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— |
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( |
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Net loss |
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— |
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— |
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— |
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— |
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( |
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( |
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Balance, March 31, 2020 |
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$ |
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$ |
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$ |
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$ |
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$ |
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Common stock issued on exercise of options and vesting of restricted stock units |
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— |
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— |
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Common stock repurchased on vesting of restricted stock units |
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( |
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— |
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( |
) |
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— |
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— |
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( |
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Share-based compensation expense |
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— |
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— |
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— |
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— |
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Cash dividends on common stock ($ share) |
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— |
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— |
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— |
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— |
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( |
) |
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( |
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Unrealized gain on investments, net of tax |
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— |
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— |
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— |
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— |
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Net income |
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— |
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— |
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— |
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— |
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Balance, June 30, 2020 |
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$ |
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$ |
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$ |
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$ |
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$ |
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The accompanying notes are an integral part of these condensed consolidated financial statements.
6
Barrett Business Services, Inc.
Condensed Consolidated Statements of Stockholders’ Equity
Three and Six Months Ended June 30, 2019
(Unaudited)
(In Thousands)
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Accumulated |
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Other |
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Additional |
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Comprehensive |
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Common Stock |
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Paid-in |
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Income |
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Retained |
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Shares |
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Amount |
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Capital |
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(Loss) |
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Earnings |
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Total |
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Balance, December 31, 2018 |
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$ |
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$ |
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$ |
( |
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$ |
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$ |
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Common stock issued on exercise of options and vesting of restricted stock units and performance awards |
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— |
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— |
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— |
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Common stock repurchased on vesting of restricted stock units and performance awards |
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( |
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— |
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( |
) |
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— |
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— |
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( |
) |
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Share-based compensation expense |
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— |
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— |
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— |
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— |
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Cash dividends on common stock ($ share) |
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— |
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— |
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— |
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— |
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( |
) |
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( |
) |
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Unrealized gain on investments, net of tax |
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— |
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— |
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— |
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— |
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Net loss |
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— |
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— |
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— |
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— |
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( |
) |
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( |
) |
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Balance, March 31, 2019 |
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$ |
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$ |
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$ |
( |
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$ |
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$ |
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Common stock issued on exercise of options and vesting of restricted stock units |
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— |
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— |
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— |
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Share-based compensation expense |
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— |
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— |
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— |
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— |
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Cash dividends on common stock ($ share) |
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— |
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— |
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— |
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— |
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( |
) |
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( |
) |
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Unrealized gain on investments, net of tax |
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— |
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— |
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— |
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— |
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Net income |
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— |
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— |
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— |
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— |
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Balance, June 30, 2019 |
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$ |
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$ |
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$ |
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$ |
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$ |
|
|
The accompanying notes are an integral part of these condensed consolidated financial statements.
7
Barrett Business Services, Inc.
Condensed Consolidated Statements of Cash Flows
(Unaudited)
(In Thousands)
|
|
|
Six Months Ended |
|
|||||
|
|
|
June 30, |
|
|||||
|
|
|
2020 |
|
|
2019 |
|
||
|
Cash flows from operating activities: |
|
|
|
|
|
|
|
|
|
Net income |
|
$ |
|
|
|
$ |
|
|
|
Reconciliations of net income to net cash (used in) provided by operating activities: |
|
|
|
|
|
|
|
|
|
Depreciation and amortization |
|
|
|
|
|
|
|
|
|
Non-cash lease expense |
|
|
|
|
|
|
|
|
|
Investment (accretion) amortization and (gains) losses recognized |
|
|
|
|
|
|
|
|
|
Deferred Income taxes |
|
|
|
|
|
|
— |
|
|
Share-based compensation |
|
|
|
|
|
|
|
|
|
Changes in certain operating assets and liabilities: |
|
|
|
|
|
|
|
|
|
Trade accounts receivable |
|
|
( |
) |
|
|
( |
) |
|
Income taxes |
|
|
( |
) |
|
|
( |
) |
|
Prepaid expenses and other |
|
|
( |
) |
|
|
( |
) |
|
Accounts payable |
|
|
( |
) |
|
|
|
|
|
Accrued payroll, payroll taxes and related benefits |
|
|
|
|
|
|
|
|
|
Other accrued liabilities |
|
|
( |
) |
|
|
( |
) |
|
Workers' compensation claims liabilities |
|
|
( |
) |
|
|
|
|
|
Safety incentives liability |
|
|
( |
) |
|
|
( |
) |
|
Operating lease liabilities |
|
|
( |
) |
|
|
( |
) |
|
Other assets and liabilities, net |
|
|
( |
) |
|
|
|
|
|
Net cash (used in) provided by operating activities |
|
|
( |
) |
|
|
|
|
|
Cash flows from investing activities: |
|
|
|
|
|
|
|
|
|
Purchase of property, equipment and software |
|
|
( |
) |
|
|
( |
) |
|
Purchase of investments |
|
|
( |
) |
|
|
( |
) |
|
Proceeds from sales and maturities of investments |
|
|
|
|
|
|
|
|
|
Purchase of restricted investments |
|
|
( |
) |
|
|
( |
) |
|
Proceeds from sales and maturities of restricted investments |
|
|
|
|
|
|
|
|
|
Net cash provided by investing activities |
|
|
|
|
|
|
|
|
|
Cash flows from financing activities: |
|
|
|
|
|
|
|
|
|
Proceeds from credit-line borrowings |
|
|
— |
|
|
|
|
|
|
Payments on credit-line borrowings |
|
|
— |
|
|
|
( |
) |
|
Payments on long-term debt |
|
|
( |
) |
|
|
( |
) |
|
Repurchase of common stock |
|
|
( |
) |
|
|
— |
|
|
Common stock repurchased on vesting of stock awards |
|
|
( |
) |
|
|
( |
) |
|
Dividends paid |
|
|
( |
) |
|
|
( |
) |
|
Proceeds from exercise of stock options |
|
|
|
|
|
|
|
|
|
Net cash used in financing activities |
|
|
( |
) |
|
|
( |
) |
|
Net (decrease) increase in cash, cash equivalents and restricted cash |
|
|
( |
) |
|
|
|
|
|
Cash, cash equivalents and restricted cash, beginning of period |
|
|
|
|
|
|
|
|
|
Cash, cash equivalents and restricted cash, end of period |
|
$ |
|
|
|
$ |
|
|
The accompanying notes are an integral part of these condensed consolidated financial statements.
8
Barrett Business Services, Inc.
Notes to Condensed Consolidated Financial Statements
(Unaudited)
Note 1 - Basis of Presentation of Interim Period Statements
The accompanying condensed consolidated financial statements are unaudited and have been prepared by Barrett Business Services, Inc. (“BBSI”, the “Company”, “our” or “we”), pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and note disclosures typically included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) have been condensed or omitted pursuant to such rules and regulations. In the opinion of management, the condensed consolidated financial statements include all adjustments, consisting only of normal recurring adjustments, necessary for a fair statement of the results for the interim periods presented. The accompanying condensed financial statements are prepared on a consolidated basis. All intercompany account balances and transactions have been eliminated in consolidation. The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and accompanying notes. Actual results may differ from such estimates and assumptions. The condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s 2019 Annual Report on Form 10-K at pages 32 – 58. The results of operations for an interim period are not necessarily indicative of the results of operations for a full year.
Revenue recognition
Professional employer (“PEO”) services are normally used by organizations to satisfy ongoing needs related to the management of human capital and are governed by the terms of a client services agreement which covers all employees at a particular work site. Staffing revenues relate primarily to short-term staffing, contract staffing and on-site management services. The Company’s performance obligations for PEO and staffing services are satisfied, and the related revenue is recognized, as services are rendered by our workforce.
Our PEO client service agreements have a minimum term of
We report PEO revenues net of direct payroll costs because we are not the primary obligor for these payments to our clients’ employees. Direct payroll costs include salaries, wages, health insurance, and employee out-of-pocket expenses incurred incidental to employment. We also present revenue net of safety incentives because these incentives represent consideration payable to customers.
9
Cost of revenues
Our cost of revenues for PEO services includes employer payroll-related taxes and workers’ compensation costs. Our cost of revenues for staffing services includes direct payroll costs, employer payroll-related taxes, employee benefits, and workers’ compensation costs. Direct payroll costs represent the gross payroll earned by staffing services employees based on salary or hourly wages. Payroll taxes and employee benefits consist of the employer’s portion of Social Security and Medicare taxes, federal and state unemployment taxes, and staffing services employee reimbursements for materials, supplies and other expenses, which are paid by our customer. Workers’ compensation costs consist primarily of claims reserves, claims administration fees, legal fees, medical cost containment (“MCC”) expense, state administrative agency fees, third-party broker commissions, risk manager payroll, premiums for excess insurance, and the fronted insurance program, as well as costs associated with operating our
Cash and cash equivalents
We consider non-restricted short-term investments that are highly liquid, readily convertible into cash, and have maturities at acquisition of less than
Investments
The Company classifies investments as available-for-sale. The Company’s investments are reported at fair value with unrealized gains and losses, net of taxes, shown as a component of accumulated other comprehensive income (loss) in stockholders’ equity. Investments are recorded as current on the condensed consolidated balance sheets as the invested funds are available for current operations. Management considers available evidence in evaluating potential impairment of investments, including the extent to which fair value is less than cost and adverse conditions related to the security. In the event of a credit loss, an allowance would be recognized to the extent that the fair value of the security is less than the present value of the expected future cash flows. Realized gains and losses on sales of investments are included in investment income in our condensed consolidated statements of operations.
Restricted cash and investments
The Company holds restricted cash and investments primarily for the future payment of workers’ compensation claims. These investments are categorized as available-for-sale. They are reported at fair value with unrealized gains and losses, net of taxes, shown as a component of accumulated other comprehensive income (loss) in stockholders’ equity. Restricted cash and investments are classified as current and noncurrent on the condensed consolidated balance sheets based on the nature of the restriction. Management considers available evidence in evaluating potential impairment of restricted investments, including the extent to which fair value is less than cost and adverse conditions related to the security. In the event of a credit loss, an allowance would be recognized to the extent that the fair value of the security is less than the present value of the expected future cash flows. Realized gains and losses on sales of restricted investments are included in investment income in our condensed consolidated statements of operations.
Restricted cash and investments also includes investments held as part of the Company’s deferred compensation plan. These investments are classified as trading securities and are recorded at fair value with unrealized gains and losses reported as a component of income (loss) from operations.
10
Allowance for doubtful accounts
The Company had an allowance for doubtful accounts of $
Workers’ compensation claims liabilities
Our workers’ compensation claims liabilities do not represent an exact calculation of liability but rather management’s best estimate, utilizing actuarial expertise and projection techniques, at a given reporting date. The estimated liability for open workers’ compensation claims is based on an evaluation of information provided by our third-party administrator for workers’ compensation claims, coupled with an actuarial estimate of future loss development with respect to reported claims and incurred but not reported claims (together, “IBNR”). Workers’ compensation claims liabilities include case reserve estimates for reported losses, plus additional amounts for estimated IBNR claims, MCC and legal costs, unallocated loss adjustment expenses and estimated future recoveries. The estimate of incurred costs expected to be paid within one year is included in current liabilities, while the estimate of incurred costs expected to be paid beyond one year is included in long-term liabilities on our condensed consolidated balance sheets. These estimates are reviewed at least quarterly and adjustments to estimated liabilities are reflected in current operating results as they become known.
The process of arriving at an estimate of unpaid claims and claims adjustment expense involves a high degree of judgment and is affected by both internal and external events, including changes in claims handling practices, changes in reserve estimation procedures, inflation, trends in the litigation and settlement of pending claims, and legislative changes.
Our estimates are based on informed judgment, derived from individual experience and expertise applied to multiple sets of data and analyses. We consider significant facts and circumstances known both at the time that loss reserves are initially established and as new facts and circumstances become known. Due to the inherent uncertainty underlying loss reserve estimates, the expenses incurred through final resolution of our liability for our workers’ compensation claims will likely vary from the related loss reserves at the reporting date. Therefore, as specific claims are paid out in the future, actual paid losses may be materially different from our current loss reserves.
A basic premise in most actuarial analyses is that historical data and past patterns demonstrated in the incurred and paid historical data form a reasonable basis upon which to project future outcomes, absent a material change. Significant structural changes to the available data can materially impact the reserve estimation process. To the extent a material change affecting the ultimate claim liability becomes known, such change is quantified to the extent possible through an analysis of internal Company data and, if available and when appropriate, external data. Nonetheless, actuaries exercise a considerable degree of judgment in the evaluation of these factors and the need for such actuarial judgment is more pronounced when faced with material uncertainties.
11
Safety incentives
We accrue for and present expected safety incentives as a reduction of revenue. Safety incentives represent cash incentives paid to certain PEO client companies for maintaining safe-work practices and minimizing workplace injuries. The incentive is based on a percentage of annual payroll and is paid annually to customers who meet predetermined workers’ compensation claims cost objectives. Safety incentive payments are made only after closure of all workers’ compensation claims incurred during the customer’s contract period. The safety incentive liability is estimated and accrued each month based upon contract year-to-date payroll and the then current amount of the customer’s estimated workers’ compensation claims reserves as established by us and our third-party administrator. The Company provided $
Customer deposits
We require deposits from certain PEO customers to cover a portion of our accounts receivable due from such customers in the event of default of payment.
Comprehensive income (loss)
Comprehensive income (loss) includes all changes in equity during a period except those that resulted from investments by or distributions to the Company’s stockholders.
Other comprehensive income (loss) refers to revenues, expenses, gains and losses that under U.S. generally accepted accounting principles (“GAAP”) are included in comprehensive income (loss), but excluded from net income (loss) as these amounts are recorded directly as an adjustment to stockholders’ equity. Our other comprehensive income (loss) comprises unrealized holding gains and losses on our available-for-sale investments.
Statements of cash flows
Interest paid during the three and six months ended June 30, 2020 and 2019 did not materially differ from interest expense.
Bank deposits and other cash equivalents that are restricted for use are classified as restricted cash.
|
|
|
June 30, |
|
|
December 31, |
|
|
June 30, |
|
|
December 31, |
|
||||
|
|
|
2020 |
|
|
2019 |
|
|
2019 |
|
|
2018 |
|
||||
|
Cash and cash equivalents |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
Restricted cash, included in restricted cash and investments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total cash, cash equivalents and restricted cash shown in the statement of cash flows |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
12
Basic and diluted earnings per share
Basic earnings per share are computed based on the weighted average number of common shares outstanding for each year using the treasury method. Diluted earnings per share reflect the potential effects of the exercise of outstanding stock options and the issuance of stock associated with outstanding restricted stock units.
|
|
|
Three Months Ended |
|
|
Six Months Ended |
|
||||||||||
|
|
|
June 30, |
|
|
June 30, |
|
||||||||||
|
|
|
2020 |
|
|
2019 |
|
|
2020 |
|
|
2019 |
|
||||
|
Weighted average number of basic shares outstanding |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Effect of dilutive securities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average number of diluted shares outstanding |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounting estimates
The preparation of our condensed 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 at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. Management bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Estimates are used for fair value measurement of investments, allowance for doubtful accounts, deferred income taxes, carrying values for goodwill and property, equipment and software, accrued workers’ compensation liabilities and safety incentive liabilities. Actual results may or may not differ from such estimates.
Recent accounting pronouncements
In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-13, “Financial Instruments – Credit Losses.” The ASU requires the use of an impairment model that is based on expected credit losses rather than incurred losses. The ASU also made changes to the impairment model for available-for-sale securities and requires the use of an allowance approach rather than writing down the security’s cost. The amendments in this update were adopted January 1, 2020 and did not have a material impact on the Company’s financial statements.
13
Note 2 - Fair Value Measurement
The following table summarizes the Company’s investments at June 30, 2020 and December 31, 2019 measured at fair value on a recurring basis (in thousands):
|
|
|
June 30, 2020 |
|
|
December 31, 2019 |
|
||||||||||||||||||
|
|
|
|
|
|
|
Gross |
|
|
|
|
|
|
|
|
|
|
Gross |
|
|
|
|
|
||
|
|
|
|
|
|
|
Unrealized |
|
|
|
|
|
|
|
|
|
|
Unrealized |
|
|
|
|
|
||
|
|
|
|
|
|
|
Gains |
|
|
Recorded |
|
|
|
|
|
|
Gains |
|
|
Recorded |
|
||||
|
|
|
Cost |
|
|
(Losses) |
|
|
Basis |
|
|
Cost |
|
|
(Losses) |
|
|
Basis |
|
||||||
|
Current: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash equivalents: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Money market funds |
|
$ |
|
|
|
$ |
— |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
— |
|
|
$ |
|
|
|
Total cash equivalents |
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
|
|
|
Investments: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Asset backed securities |
|
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
Corporate bonds |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. government agency securities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. treasuries |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mortgage backed securities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total investments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Restricted cash and investments (1): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Corporate bonds |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mortgage backed securities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Money market funds |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
|
|
|
Commercial paper |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
U.S. government agency securities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. treasuries |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Supranational bonds |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mutual funds |
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
|
|
|
Municipal bonds |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
Asset backed securities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
|
|
|
Total restricted cash and investments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total investments |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
(1) Included in restricted cash and investments within the condensed consolidated balance sheet is restricted cash of $
14
The following table summarizes the Company’s investments at June 30, 2020 and December 31, 2019 measured at fair value on a recurring basis by fair value hierarchy level (in thousands):
|
|
|
June 30, 2020 |
|
|
December 31, 2019 |
|
||||||||||||||||||||||||||||||||||
|
|
|
Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
|
|
|
Recorded |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Recorded |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
|
|
|
Basis |
|
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
|
Other (1) |
|
|
Basis |
|
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
|
Other (1) |
|
||||||||||
|
Cash equivalents: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Money market funds |
|
$ |
|
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
|
|
|
Investments: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Asset backed securities |
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
Corporate bonds |
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
U.S. government agency securities |
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
U.S. treasuries |
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
Mortgage backed securities |
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
Restricted cash and investments: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Corporate bonds |
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
Mortgage backed securities |
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
Money market funds |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
Commercial paper |
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
U.S. government agency securities |
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
U.S. treasuries |
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
Supranational bonds |
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
Mutual funds |
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
Municipal bonds |
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
Asset backed securities |
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
Total investments |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
— |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
— |
|
|
$ |
|
|
(1) Investments in money market funds measured at fair value using the net asset value per share practical expedient are not subject to hierarchy level classification disclosure. The Company invests in money market funds that seek to maintain a stable net asset value. These investments include commingled funds that comprise high-quality short-term securities representing liquid debt and monetary instruments where the redemption value is likely to be the fair value. Redemption is permitted daily without written notice.
15
The following table summarizes the contractual maturities of the Company’s available-for-sale securities at June 30, 2020. Actual maturities may differ from contractual maturities because borrowers may have the right to prepay obligations with or without prepayment penalties.
|
|
June 30, 2020 |
|
|||||||||||||||||
|
(In thousands) |
Less than 1 Year |
|
|
Between 1 to 5 Years |
|
|
Between 5 to 10 Years |
|
|
After 10 Years |
|
|
Total |
|
|||||
|
Corporate bonds |
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
— |
|
|
$ |
|
|
|
Money market funds |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
Asset backed securities |
|
— |
|
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
U.S. government agency securities |
|
— |
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
|
|
|
Commercial paper |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
U.S. treasuries |
|
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
Supranational bonds |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
Municipal bonds |
|
— |
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
Total |
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
The average contractual maturity of mortgage backed securities was
Note 3 – Workers’ Compensation Claims
The following table summarizes the aggregate workers’ compensation reserve activity (in thousands):
|
|
|
Three Months Ended |
|
|
Six Months Ended |
|
||||||||||||
|
|
|
June 30, |
|
|
June 30, |
|
||||||||||||
|
|
|
2020 |
|
|
2019 |
|
|
2020 |
|
|
|
|
2019 |
|
||||
|
Beginning balance |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Workers' compensation claims liabilities |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
|
|
$ |
|
|
|
Add: claims expense accrual |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current period |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Prior periods |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Less: claim payments related to |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current period |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Prior periods |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change in claims incurred in excess of retention limits |
|
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ending balance |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Workers' compensation claims liabilities |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
|
|
$ |
|
|
|
Incurred but not reported (IBNR) |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ratio of IBNR to workers' compensation claims liabilities |
|
|
|
% |
|
|
|
% |
|
|
|
% |
|
|
|
|
|
% |
16
The Company is a self-insured employer with respect to workers' compensation coverage for all of its employees (including employees co-employed through our client service agreements) working in Colorado, Maryland and Oregon. In the state of Washington, state law allows only the Company's staffing services and internal management employees to be covered under the Company's self-insured workers' compensation program. The Company also operates a wholly owned, fully licensed insurance company, Ecole, which provides workers’ compensation coverage to the Company’s employees working in Arizona and Utah.
For all other clients, the Company obtains policies from Chubb Limited (“Chubb”) through an arrangement known as a fronted program, which provides a licensed, admitted insurance carrier to issue policies on behalf of the Company. Chubb assumes credit risk should the Company be unable to satisfy its indemnification obligations.
Through various insurance arrangements, the Company retains risk of loss up to the first $
The fronted program with Chubb requires that collateral be advanced at the inception of the policy term. To partially satisfy these collateral requirements, the Company provided a letter of credit of $
In addition, the Company makes monthly collateral payments into trust accounts (the “Chubb trust accounts”) for the fronted program. The balance in the Chubb trust accounts was $
The states of California, Maryland, Oregon, Washington, Colorado and Delaware required us to maintain collateral totaling $
On June 29, 2020, the Company entered into a loss portfolio transfer agreement to remove all outstanding workers’ compensation claims obligations for claims incurred under its fronted insurance program between February 1, 2014 and December 31, 2017. This transaction reduced the Company’s outstanding workers’ compensation liabilities and Chubb trust account balances by $
As of June 30, 2020, the Company recorded a receivable from Chubb of $
The Company provided a total of $
Note 4 - Revolving Credit Facility and Long-Term Debt
On May 15, 2020, the Company entered into an amended credit agreement (the “Agreement”) with the Bank, which superseded the previous agreement. The Agreement increased the revolving credit line from $
17
Advances under the revolving credit line bear interest, as selected by the Company, of (a)
The Agreement also provides for a $
The initial fee paid under the Chubb Letter of Credit in June 2018 was equal to
The Agreement requires the satisfaction of certain financial covenants as follows:
|
|
• |
total funded debt plus the unused principal amount of the revolving credit line, divided by EBITDA [net income before taxes plus interest expense (net of capitalized interest expense), depreciation expense, and amortization expense], on a rolling four-quarter basis is not greater than :1.0; and |
|
|
• |
ratio of restricted and unrestricted cash and investments to workers’ compensation claim liabilities is at least , measured quarterly. |
The Agreement includes certain additional restrictions as follows:
|
|
• |
incurring additional indebtedness is prohibited without the prior approval of the Bank, other than purchase financing for the acquisition of assets, provided that the aggregate of all purchase financing does not exceed $ |
|
|
• |
the Company may not terminate or cancel any of the AICE policies without the Bank’s prior written consent; and |
|
|
• |
the Company is not permitted to declare or pay any dividend or distribution, or to redeem, retire or purchase any shares of the Company’s capital stock without the Bank’s prior approval, other than (i) quarterly cash dividends to holders of common stock in an amount not to exceed a total of $ |
The Agreement also contains customary events of default and specified cross-defaults under the Company’s workers’ compensation insurance arrangements. If an event of default under the Agreement occurs and is continuing, the Bank may declare any outstanding obligations under the Agreement to be immediately due and payable. At June 30, 2020, the Company was in compliance with all covenants.
The Company maintains a mortgage loan with the Bank with a balance of approximately $
18
Note 5 – Income Taxes
Under ASC 740, “Income Taxes,” management evaluates the realizability of the deferred tax assets on a quarterly basis under a “more likely than not” standard. As part of this evaluation, management reviews all evidence, both positive and negative, to determine if a valuation allowance is needed. One component of this analysis is to determine whether the Company was in a cumulative loss position for the most recent 12 quarters. The Company was in a cumulative income position for the 12 quarters ended June 30, 2020.
The Company’s realization of a portion of net deferred tax assets is based in part on our estimates of the timing of reversals of certain temporary differences and on the generation of taxable income before such reversals.
The Company is subject to income taxes in U.S. federal and multiple state and local tax jurisdictions. The Internal Revenue Service is examining the Company’s federal tax returns for the years ended December 31, 2011, 2012, 2013 and 2014. In July 2020, BBSI received a draft Revenue Agent Report in relation to the ongoing IRS audit for tax years
In the major jurisdictions where it operates, the Company is generally no longer subject to income tax examinations by tax authorities for the 2015 tax year and tax years before 2011. As of June 30, 2020, the Company had no material unrecognized tax benefits.
A portion of the consolidated income the Company generates is not subject to state income tax. Depending on the percentage of this income as compared to total consolidated income, the Company's state effective tax rate could fluctuate from expectations.
Note 6 – Litigation
On November 21, 2012, David Kaanaana (“Kaanaana”), a former staffing employee, filed a California wage and hour violations lawsuit against BBSI. On May 19, 2016, the court entered a ruling in favor of BBSI, which was subsequently appealed by the plaintiffs. On November 30, 2018, the California Court of Appeal for the Second Appellate District returned its decision in Kaanaana v. Barrett Business Services, Inc., overruling the trial court's decision to dismiss plaintiffs' claims and holding that prevailing wage requirements applicable to “public works” apply to certain types of districts. On January 9, 2019, BBSI filed a petition of review to the California Supreme Court. An amicus letter in support of the petition was filed by the Sanitation Districts of Los Angeles County, joined in by numerous other "special districts" in California. On February 27, 2019, the California Supreme Court granted the petition to review the appellate court’s decision.
BBSI is subject to other legal proceedings and claims that arise in the ordinary course of our business. Given the uncertainties surrounding litigation, management is unable to estimate a potential range of loss arising from these actions.
Note 7 – Subsequent Events
We have evaluated events and transactions occurring after the balance sheet date through our filing date and noted no events that are subject to recognition or disclosure.
19
|
Item 2. |
Management’s Discussion and Analysis of Financial Condition and Results of Operations |
General
Company Background. Barrett Business Services, Inc. (“BBSI,” the “Company,” “our” or “we”), is a leading provider of business management solutions for small and mid-sized companies. The Company has developed a management platform that integrates a knowledge-based approach from the management consulting industry with tools from the human resource outsourcing industry. This platform, through the effective leveraging of human capital, helps our business owner clients run their businesses more effectively. We believe this platform, delivered through a decentralized organizational structure, differentiates BBSI from our competitors. BBSI was incorporated in Maryland in 1965.
Business Strategy. Our strategy is to align local operations teams with the mission of small and mid-sized business owners, driving value to their business. To do so, BBSI:
|
|
• |
partners with business owners to leverage their investment in human capital through a high-touch, results-oriented approach; |
|
|
• |
brings predictability to each client organization through a three-tiered management platform; and |
|
|
• |
enables business owners to focus on their core business by reducing organizational complexity and maximizing productivity. |
Business Organization. We operate a decentralized delivery model using operationally-focused business teams, typically located within 50 miles of our client companies. These teams are led by senior level business generalists and comprise senior level professionals with expertise in human resources, organizational development, risk mitigation and workplace safety and various types of administration, including payroll. These teams are responsible for growth of their operations, and for providing strategic leadership, guidance and expert consultation to our client companies. The decentralized structure fosters autonomous decision-making in which business teams deliver plans that closely align with the objectives of each business owner client. This structure also provides a means of incubating talent to support increased growth and capacity. We support clients with employees located in 31 states and the District of Columbia through a network of 57 branch locations in California, Oregon, Utah, Washington, Colorado, Idaho, Arizona, Maryland, North Carolina, Nevada, Pennsylvania, Delaware and Virginia. We also have several smaller recruiting locations in our general market areas, which are under the direction of a branch office.
BBSI believes that making significant investments in the best talent available allows us to leverage the value of this investment many times over. We motivate our management employees through a compensation package that includes a competitive base salary and the opportunity for profit sharing. At the branch level, profit sharing is in direct correlation to client performance, reinforcing a culture focused on achievement of client goals.
Services Overview. BBSI’s core purpose is to advocate for business owners, particularly in the small and mid-sized business segment. Our evolution from an entrepreneurially run company to a professionally managed organization has helped to form our view that all businesses experience inflection points at key stages of growth. The insights gained through our own growth, along with the trends we see in working with more than 7,200 companies each day, define our approach to guiding business owners through the challenges associated with being an employer. BBSI’s business teams align with each business owner client through a structured three-tiered progression. In doing so, business teams focus on the objectives of each business owner and deliver planning, guidance and resources in support of those objectives.
Tier 1: Tactical Alignment
The first stage focuses on the mutual setting of expectations and is essential to a successful client relationship. It begins with a process of assessment and discovery in which the business owner’s business objectives, attitudes, and culture are aligned with BBSI’s processes, controls and culture. This stage includes an implementation process, which addresses the administrative components of employment.
20
Tier 2: Dynamic Relationship
The second stage of the relationship emphasizes organizational development as a means of achieving each client’s business objectives. There is a focus on process improvement, development of best practices, supervisor training and leadership development.
Tier 3: Strategic Counsel
With an emphasis on advocacy on behalf of the business owner, the third stage of the relationship is more strategic and forward-looking with a goal of cultivating an environment in which all efforts are directed by the mission and long-term objectives of the business owner.
In addition to serving as a resource and guide, BBSI has the ability to provide workers’ compensation coverage as a means of meeting statutory requirements and protecting our clients from employment-related injury claims. Through our third-party administrators, we provide claims management services for our clients. We work aggressively to manage and reduce job injury claims, identify fraudulent claims and structure optimal work programs, including modified duty.
Results of Operations
The spread of COVID-19 and resulting shelter-in-place orders across the United States are having, and will continue to have, a negative impact on the operating results of the Company. As our clients respond to the effects of efforts to address the consequences of the pandemic, including the measures taken at various levels of government to contain the virus’s spread, we expect that our ability to add new customers, as well as to grow revenues from existing customers, will be adversely affected due to economic slowdown, business closures, furloughs, hiring freezes and reductions in hours worked.
The following table sets forth the percentages of total revenues represented by selected items in the Company’s condensed consolidated statements of operations for the three and six months ended June 30, 2020 and 2019 ($ in thousands):
|
|
|
Percentage of Total Net Revenues |
||||||||||||||||||||||||||||||||||
|
|
|
Three Months Ended |
|
|
|
Six Months Ended |
|
|
||||||||||||||||||||||||||||
|
|
|
June 30, |
|
|
|
June 30, |
|
|
||||||||||||||||||||||||||||
|
|
|
2020 |
|
|
|
2019 |
|
|
|
2020 |
|
|
|
2019 |
|
|
||||||||||||||||||||
|
Revenues: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Professional employer service fees |
|
$ |
180,488 |
|
|
|
89.8 |
|
% |
|
$ |
203,157 |
|
|
|
88.0 |
|
% |
|
$ |
374,080 |
|
|
|
89.0 |
|
% |
|
$ |
393,684 |
|
|
|
87.6 |
|
% |
|
Staffing services |
|
|
20,543 |
|
|
|
10.2 |
|
|
|
|
27,825 |
|
|
|
12.0 |
|
|
|
|
46,055 |
|
|
|
11.0 |
|
|
|
|
55,513 |
|
|
|
12.4 |
|
|
|
Total revenues |
|
|
201,031 |
|
|
|
100.0 |
|
|
|
|
230,982 |
|
|
|
100.0 |
|
|
|
|
420,135 |
|
|
|
100.0 |
|
|
|
|
449,197 |
|
|
|
100.0 |
|
|
|
Cost of revenues: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Direct payroll costs |
|
|
15,796 |
|
|
|
7.9 |
|
|
|
|
20,992 |
|
|
|
9.1 |
|
|
|
|
34,873 |
|
|
|
8.3 |
|
|
|
|
41,834 |
|
|
|
9.3 |
|
|
|
Payroll taxes and benefits |
|
|
93,671 |
|
|
|
46.6 |
|
|
|
|
101,697 |
|
|
|
44.0 |
|
|
|
|
213,133 |
|
|
|
50.7 |
|
|
|
|
216,494 |
|
|
|
48.2 |
|
|
|
Workers’ compensation |
|
|
44,921 |
|
|
|
22.3 |
|
|
|
|
53,174 |
|
|
|
23.0 |
|
|
|
|
99,435 |
|
|
|
23.7 |
|
|
|
|
107,403 |
|
|
|
23.9 |
|
|
|
Total cost of revenues |
|
|
154,388 |
|
|
|
76.8 |
|
|
|
|
175,863 |
|
|
|
76.1 |
|
|
|
|
347,441 |
|
|
|
82.7 |
|
|
|
|
365,731 |
|
|
|
81.4 |
|
|
|
Gross margin |
|
|
46,643 |
|
|
|
23.2 |
|
|
|
|
55,119 |
|
|
|
23.9 |
|
|
|
|
72,694 |
|
|
|
17.3 |
|
|
|
|
83,466 |
|
|
|
18.6 |
|
|
|
Selling, general and administrative expenses |
|
|
33,255 |
|
|
|
16.5 |
|
|
|
|
39,005 |
|
|
|
16.9 |
|
|
|
|
65,370 |
|
|
|
15.6 |
|
|
|
|
72,165 |
|
|
|
16.1 |
|
|
|
Depreciation and amortization |
|
|
1,171 |
|
|
|
0.6 |
|
|
|
|
970 |
|
|
|
0.4 |
|
|
|
|
2,171 |
|
|
|
0.5 |
|
|
|
|
1,939 |
|
|
|
0.4 |
|
|
|
Income from operations |
|
|
12,217 |
|
|
|
6.1 |
|
|
|
|
15,144 |
|
|
|
6.6 |
|
|
|
|
5,153 |
|
|
|
1.2 |
|
|
|
|
9,362 |
|
|
|
2.0 |
|
|
|
Other income, net |
|
|
1,666 |
|
|
|
0.8 |
|
|
|
|
2,851 |
|
|
|
1.2 |
|
|
|
|
4,399 |
|
|
|
1.0 |
|
|
|
|
5,458 |
|
|
|
1.2 |
|
|
|
Income before income taxes |
|
|
13,883 |
|
|
|
6.9 |
|
|
|
|
17,995 |
|
|
|
7.8 |
|
|
|
|
9,552 |
|
|
|
2.2 |
|
|
|
|
14,820 |
|
|
|
3.3 |
|
|
|
Provision for income taxes |
|
|
2,373 |
|
|
|
1.2 |
|
|
|
|
4,088 |
|
|
|
1.8 |
|
|
|
|
1,449 |
|
|
|
0.3 |
|
|
|
|
3,213 |
|
|
|
0.7 |
|
|
|
Net income |
|
$ |
11,510 |
|
|
|
5.7 |
|
% |
|
$ |
13,907 |
|
|
|
6.0 |
|
% |
|
$ |
8,103 |
|
|
|
1.9 |
|
% |
|
$ |
11,607 |
|
|
|
2.5 |
|
% |
We report PEO revenues net of direct payroll costs because we are not the primary obligor for wage payments to our clients’ employees. However, management believes that gross billing amounts and wages are useful in understanding the volume of our business activity and serve as an important performance metric in managing our operations, including the preparation of internal operating forecasts and establishing executive compensation performance goals. We therefore present for purposes of analysis gross billing and wage information for the three and six months ended June 30, 2020 and 2019.
21
|
|
|
(Unaudited) |
|
|
(Unaudited) |
|
||||||||||
|
|
|
Three Months Ended |
|
|
Six Months Ended |
|
||||||||||
|
|
|
June 30, |
|
|
June 30, |
|
||||||||||
|
(in thousands) |
|
2020 |
|
|
2019 |
|
|
2020 |
|
|
2019 |
|
||||
|
Gross billings |
|
$ |
1,369,990 |
|
|
$ |
1,463,962 |
|
|
$ |
2,809,110 |
|
|
$ |
2,824,206 |
|
|
PEO and staffing wages |
|
$ |
1,177,855 |
|
|
$ |
1,246,576 |
|
|
$ |
2,410,435 |
|
|
$ |
2,402,947 |
|
Because safety incentives represent consideration payable to PEO customers, safety incentive costs are netted against PEO revenue in our consolidated statements of operations. Management considers safety incentives to be an integral part of our workers’ compensation program because they encourage client companies to maintain safe-work practices and minimize workplace injuries. We therefore present below for purposes of analysis non-GAAP gross workers’ compensation expense, which represents workers’ compensation costs including safety incentive costs. We believe this non-GAAP measure is useful in evaluating the total costs of our workers’ compensation program.
|
|
|
(Unaudited) |
|
|
(Unaudited) |
|
||||||||||
|
|
|
Three Months Ended |
|
|
Six Months Ended |
|
||||||||||
|
|
|
June 30, |
|
|
June 30, |
|
||||||||||
|
(in thousands) |
|
2020 |
|
|
2019 |
|
|
2020 |
|
|
2019 |
|
||||
|
Workers' compensation |
|
$ |
44,921 |
|
|
$ |
53,174 |
|
|
$ |
99,435 |
|
|
$ |
107,403 |
|
|
Safety incentive costs |
|
|
6,802 |
|
|
|
7,833 |
|
|
|
13,781 |
|
|
|
14,536 |
|
|
Non-GAAP gross workers' compensation |
|
$ |
51,723 |
|
|
$ |
61,007 |
|
|
$ |
113,216 |
|
|
$ |
121,939 |
|
In monitoring and evaluating the performance of our operations, management also reviews the following ratios, which represent selected amounts as a percentage of gross billings. Management believes these ratios are useful in understanding the efficiency and profitability of our service offerings.
|
|
|
(Unaudited) |
|
|
(Unaudited) |
|
||||||
|
|
|
Percentage of Gross Billings |
|
|
Percentage of Gross Billings |
|
||||||
|
|
|
Three Months Ended |
|
|
Six Months Ended |
|
||||||
|
|
|
June 30, |
|
|
June 30, |
|
||||||
|
|
|
2020 |
|
|
2019 |
|
|
2020 |
|
|
2019 |
|
|
PEO and staffing wages |
|
86.0% |
|
|
85.2% |
|
|
85.8% |
|
|
85.1% |
|
|
Payroll taxes and benefits |
|
6.8% |
|
|
6.9% |
|
|
7.6% |
|
|
7.7% |
|
|
Non-GAAP gross workers' compensation |
|
3.8% |
|
|
4.2% |
|
|
4.0% |
|
|
4.3% |
|
The presentation of revenues on a net basis and the relative contributions of staffing and professional employer (“PEO”) services revenues can create volatility in our gross margin percentage. A relative increase in PEO services revenue will result in a higher gross margin percentage. Improvement in gross margin percentage occurs because incremental client services revenue dollars are reported as revenue net of all related direct payroll and safety incentive costs.
Three Months Ended June 30, 2020 and 2019
Net income for the second quarter of 2020 amounted to $11.5 million compared to net income of $13.9 million for the second quarter of 2019. Diluted income per share for the second quarter of 2020 was $1.51 compared to diluted income per share of $1.81 for the second quarter of 2019.
Revenues for the second quarter of 2020 totaled $201.0 million, a decrease of $30.0 million or 13.0% over the second quarter of 2019, which reflects a decrease in the Company’s PEO service fee revenue of $22.7 million or 11.2% and a decrease in staffing services revenue of $7.3 million or 26.2%.
The reduction in PEO service revenues was primarily attributable to the effects of COVID-19 on our clients and our business. Gross billings for PEO services to continuing customers decreased 4.5% compared to the second quarter of 2019. This decrease was primarily the result of COVID-19 impacts during the quarter, which we expect to continue into future quarters. PEO revenue is presented net of safety incentives of $6.8 million and $7.8 million in the second quarter of 2020 and 2019, respectively. The decrease in staffing services revenue was due primarily to the impacts of COVID-19 during the 2020 period.
22
Gross margin for the second quarter of 2020 totaled $46.6 million or 23.2% of revenue compared to $55.1 million or 23.9% of revenue for the second quarter of 2019. The decrease in gross margin as a percentage of revenues is a result of the factors discussed within the separate components of gross margin below.
Direct payroll costs for the second quarter of 2020 totaled $15.8 million or 7.9% of revenue compared to $21.0 million or 9.1% of revenue for the second quarter of 2019. The decrease in the direct payroll costs percentage was primarily due to the increase in PEO services and the decrease of staffing services within the mix of our customer base compared to the second quarter of 2019.
Payroll taxes and benefits for the second quarter of 2020 totaled $93.7 million or 46.6% of revenue compared to $101.7 million or 44.0% of revenue for the second quarter of 2019. The increase in payroll taxes and benefits as a percentage of revenues is primarily due to the relative increase in PEO services within the mix of our customer base compared to the second quarter of 2019, offset by a decrease in payroll taxes as a percent of wages.
Workers’ compensation expense for the second quarter of 2020 totaled $44.9 million or 22.3% of revenue compared to $53.2 million or 23.0% for the second quarter of 2019. The decrease in workers’ compensation expense as a percentage of revenue is primarily related to favorable claims development offset by a favorable adjustment of $1.4 million related to claims incurred in prior periods, compared to a favorable adjustment of $3.0 million in the second quarter of 2019.
Selling, general and administrative (“SG&A”) expenses for the second quarter of 2020 totaled $33.3 million or 16.5% of revenue compared to $39.0 million or 16.9% of revenue for the second quarter of 2019. The decrease was primarily attributable to a decrease in employee-related expenses, which included a reduction in our workforce, reduced employee profit sharing of $2.0 million and a $1.0 million reduction in incentive compensation. Employee-related expenses will likely continue to be lower relative to prior year quarters due to measures taken in response to COVID-19.
Other income, net for the second quarter of 2020 was $1.7 million as compared to other income, net of $2.9 million for the second quarter of 2019. The decrease was primarily attributable to a decrease in investment income in the second quarter of 2020, as a result of lower interest rates.
Our effective income tax rate for the second quarter of 2020 was 17.1%, compared to 22.7% for the second quarter of 2019. Our income tax rate typically differs from the federal statutory tax rate of 21% primarily due to state taxes and federal and state tax credits.
Six Months Ended June 30, 2020 and 2019
Net income for the first six months of 2020 amounted to $8.1 million compared to net income of $11.6 million for the first six months of 2019. Diluted income per share for the first six months of 2020 was $1.06 compared to diluted income per share of $1.51 for the first six months of 2019.
Revenues for the first six months of 2020 totaled $420.1 million, a decrease of $29.1 million or 6.5% over the first six months of 2019, which reflects a decrease in the Company’s PEO service fee revenue of $19.6 million or 5.0% and a decrease in staffing services revenue of $9.5 million or 17.0%.
The reduction in PEO service revenues was primarily attributable to the effects of COIVD-19 on our clients and our business. Gross billings for PEO services to continuing customers increased 0.5% compared to the first six months of 2019. This growth was primarily the result of wage inflation and increases in employee headcount, offset by the impacts of COVID-19. PEO revenue is presented net of safety incentives of $13.8 million and $14.5 million in the first six months of 2020 and 2019, respectively. The decrease in staffing services revenue was due primarily to the impact of COVID-19.
Gross margin for the first six months of 2020 totaled $72.7 million or 17.3% of revenue compared to $83.5 million or 18.6% of revenue for the first six months of 2019. The decrease in gross margin as a percentage of revenues is primarily a result of the factors discussed within the separate components of gross margin below.
Direct payroll costs for the first six months of 2020 totaled $34.9 million or 8.3% of revenue compared to $41.8 million or 9.3% of revenue for the first six months of 2019. The decrease in direct payroll percentage was primarily due to the increase in PEO services and the decrease of staffing services within the mix of our customer base compared to the first six months of 2019.
23
Payroll taxes and benefits for the first six months of 2020 totaled $213.1 million or 50.7% of revenue compared to $216.5 million or 48.2% of revenue for the first six months of 2019. The increase in payroll taxes and benefits as a percentage of revenues is primarily due to the relative increase in PEO services within the mix of our customer base compared to the first six months of 2019, offset by the decrease in payroll taxes as a percent of wages.
Workers’ compensation expense for the first six months of 2020 totaled $99.4 million or 23.7% of revenue compared to $107.4 million or 23.9% of revenue for the first six months of 2019. The decrease in workers’ compensation expense as a percentage of revenue was primarily due to favorable claims development and lower frictional costs, offset by a favorable adjustment of $2.2 million related to prior period claims during the first six months of 2020, compared to a favorable adjustment of $4.7 million in the first six months of 2019.
SG&A expenses for the first six months of 2020 totaled $65.4 million or 15.6% of revenue compared to $72.2 million or 16.1% of revenue for the first six months of 2019. The decrease was primarily attributable to a decrease in employee-related expenses, which included a reduction in our workforce, reduced employee profit sharing of $3.5 million and a $2.9 million reduction in incentive compensation. Employee-related expenses will likely continue to be lower relative to prior year quarters due to measures taken in response to COVID-19.
Other income, net for the first six months of 2020 was $4.4 million as compared to other income, net of $5.5 million for the first six months of 2019. The decrease was primarily attributable to a decrease in investment income in the first six months of 2020, as a result of lower interest rates.
Our effective income tax rate for the first six months of 2020 was 15.2% compared to 21.7% for the first six months of 2019. Our income tax rate typically differs from the federal statutory tax rate of 21% primarily due to state taxes and federal and state tax credits.
Fluctuations in Quarterly Operating Results
We have historically experienced significant fluctuations in our quarterly operating results, including losses in the first quarter of each year, and expect such fluctuations to continue in the future. Our operating results may fluctuate due to a number of factors such as seasonality, wage limits on statutory payroll taxes, claims experience for workers’ compensation, demand for our services, and competition. Payroll taxes, as a component of cost of revenues, generally decline throughout a calendar year as the applicable statutory wage bases for federal and state unemployment taxes and Social Security taxes are exceeded on a per employee basis. Our revenue levels may be higher in the third quarter due to the effect of increased business activity of our customers’ businesses in the agriculture, food processing and forest products-related industries. In addition, revenues in the fourth quarter may be reduced by many customers’ practice of operating on holiday-shortened schedules. Workers’ compensation expense varies with both the frequency and severity of workplace injury claims reported during a quarter and the estimated future costs of such claims. In addition, positive or adverse loss development of prior period claims during a subsequent quarter may also contribute to the volatility in the Company’s estimated workers’ compensation expense.
Liquidity and Capital Resources
The Company’s cash balance of $155.5 million, which includes cash, cash equivalents, and restricted cash, decreased $117.8 million for the six months ended June 30, 2020, compared to an increase of $76.6 million for the comparable period of 2019. The decrease in cash at June 30, 2020 as compared to December 31, 2019 was primarily due to decreased workers’ compensation claims liabilities, increased trade accounts receivable, dividends payments and repurchases of common stock, partially offset by proceeds from the sales and maturities of investments and restricted investments.
24
Net cash used in operating activities for the six months ended June 30, 2020 was $114.4 million, compared to net cash provided of $38.9 million for the comparable period of 2019. For the six months ended June 30, 2020, cash used in operating activities was primarily due to decreased workers’ compensation claims liabilities of $102.6 million related primarily to the transfer of obligations associated with certain claims incurred between February 1, 2014 and December 31, 2017, increased trade accounts receivable of $24.8 million, decreased other accrued liabilities of $2.8 million, increased prepaids and other of $2.5 million, partially offset by net income of $8.1 million and increased accrued payroll, payroll taxes and related benefits of $8.0 million.
Net cash provided by investing activities for the six months ended June 30, 2020 was $2.0 million, compared to net cash provided of $41.5 million for the comparable period of 2019. For the six months ended June 30, 2020, cash provided by investing activities consisted primarily of proceeds from sales and maturities of investments and restricted investments of $61.0 million, partially offset by purchases of investments and restricted investments of $53.3 million and purchases of property, equipment and software of $5.7 million.
Net cash used in financing activities for the six months ended June 30, 2020 was $5.4 million, compared to net cash used of $3.8 million for the comparable period of 2019. For the six months ended June 30, 2020, cash was primarily used for dividend payments of $4.5 million and repurchases of common stock of $3.0 million, partially offset by proceeds from exercises of stock options of $2.7 million.
As part of its fronted workers’ compensation insurance program with Chubb, the Company makes monthly collateral payments into trust accounts (the “Chubb trust accounts”). The balance in the Chubb trust accounts was $264.6 million and $393.5 million at June 30, 2020 and December 31, 2019, respectively. Included within the Chubb trust account at June 30, 2020, is $49.2 million of restricted cash. The restricted cash accrues interest at the 3-month Treasury bill yield rate plus 0.25%. The Chubb trust account balances are included as a component of the current and long-term restricted cash and investments on the Company’s condensed consolidated balance sheets.
On June 29, 2020, the Company entered into a loss portfolio transfer agreement to remove all outstanding workers’ compensation claims obligations for claims incurred under its fronted insurance program between February 1, 2014 and December 31, 2017. This transaction reduced the Company’s outstanding workers’ compensation liabilities and trust account balances by $115.7 million. As part of the loss portfolio transfer and due to the Company’s continued favorable claims experience, third-party collateral requirements were reduced by $48.9 million, resulting in an increase in cash and cash equivalents and a decrease in restricted cash and investments.
On May 15, 2020, the Company entered into an amended credit agreement (the “Agreement”) with the Bank, which superseded the previous agreement. The Agreement increased the revolving credit line from $33.0 million to $50.0 million; the sublimit for standby letters of credit remains at $8.0 million. At June 30, 2020, $5.8 million of the sublimit for standby letters of credit was used. The Agreement expires on July 1, 2022.
Advances under the revolving credit line bear interest, as selected by the Company, of (a) the daily floating rate of one-month LIBOR plus 1.75% or (b) the fixed rate of LIBOR plus 1.75%. The Agreement also provides for an unused commitment fee of 0.50% per year on the average daily unused amount of the revolving credit line, as well as a fee of 1.75% of the face amount of each letter of credit reserved under the line of credit. The Company had no outstanding borrowings on its revolving credit line at June 30, 2020 and December 31, 2019. The credit facility is collateralized by the Company’s accounts receivable and other rights to receive payment.
The Agreement also provides for a $63.7 million standby letter of credit (the “Chubb Letter of Credit”). The Chubb Letter of Credit has an expiration date of July 1, 2021, subject to automatic renewal in specified circumstances. The Bank has been granted a security interest of first priority in certain blocked securities accounts (collectively, the “Collateral Accounts”). The Company has agreed to deposit in the Collateral Accounts 50% of the Company’s consolidated net income (after tax and less cash dividends) for each quarter plus, to the extent necessary, an additional amount by May 15 each year so that the deposits in the Collateral Accounts for the prior year total at least $16 million. Through the second quarter of 2020, the Company deposited $32.5 million into the Collateral Accounts.
25
The initial fee paid under the Chubb Letter of Credit in June 2018 was equal to 2.5% of the face amount thereof. Upon annual renewal, the fees payable to the Bank quarterly in advance include (a) a fee at the annual rate of 2.5%, calculated based on the difference between the face amount of the Chubb Letter of Credit and 95% of the aggregate value of the Collateral Accounts as of the end of the previous quarter, (b) a fee at the annual rate of 1.0% calculated based on the balance of the face amount, and (c) other fees upon the payment or negotiation of each drawing under the Chubb Letter of Credit.
The Agreement requires the satisfaction of certain financial covenants as follows:
|
|
• |
total funded debt, plus the unused principal amount of the revolving credit line, divided by EBITDA [net income before taxes plus interest expense (net of capitalized interest expense), depreciation expense, and amortization expense], on a rolling four-quarter basis is not greater than 2.75:1.0; and |
|
|
• |
ratio of restricted and unrestricted cash and investments to workers’ compensation claim liabilities is at least , measured quarterly. |
The Agreement includes certain additional restrictions as follows:
|
|
• |
incurring additional indebtedness is prohibited without the prior approval of the Bank, other than purchase financing for the acquisition of assets, provided that the aggregate of all purchase financing does not exceed $1,000,000 at any time; |
|
|
• |
the Company may not terminate or cancel any of the AICE policies without the Bank’s prior written consent; and |
|
|
• |
the Company is not permitted to declare or pay any dividend or distribution, or to redeem, retire or purchase any shares of the Company’s capital stock without the Bank’s prior approval, other than (i) quarterly cash dividends to holders of common stock in an amount not to exceed a total of $0.30 per share during a fiscal quarter, and (ii) acquisitions of shares of common stock at fair market value in connection with satisfaction of employee tax withholding obligations incurred with regard to employee equity compensation arrangements, in an amount totaling up to $3.5 million . |
The Agreement also contains customary events of default and specified cross-defaults under the Company’s workers’ compensation insurance arrangements. If an event of default under the Agreement occurs and is continuing, the Bank may declare any outstanding obligations under the Agreement to be immediately due and payable. At June 30, 2020, the Company was in compliance with all covenants.
The Company maintains a mortgage loan with the Bank with a balance of approximately $3.8 million and $4.0 million at June 30, 2020 and December 31, 2019, respectively, secured by the Company’s corporate office building in Vancouver, Washington. This loan requires payment of monthly installments of $18,375, bearing interest at the one-month LIBOR plus 2.0%, with the unpaid principal balance due July 1, 2022. LIBOR likely will no longer be in general use as a reference rate by financial institutions by December 31, 2021.
Management expects that the funds anticipated to be generated from operations, current liquid assets, and availability under the Company’s revolving credit facility will be sufficient in the aggregate to fund the Company’s working capital needs for the next twelve months.
Inflation
Inflation generally has not been a significant factor in the Company’s operations during the periods discussed above. The Company has taken into account the impact of escalating medical and other costs in establishing reserves for future workers’ compensation claims payments.
26
Forward-Looking Information
Statements in this report include forward-looking statements which are not historical in nature and are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include, among others, discussion of economic conditions in our market areas and their effect on revenue levels, the effects of the COVID-19 pandemic on our business operations, the competitiveness of our service offerings, our ability to attract and retain clients and to achieve revenue growth, the effect of changes in our mix of services on gross margin, the effect of tight labor market conditions, the adequacy of our workers’ compensation reserves, the effect of changes in estimates of our future claims liabilities on our workers’ compensation reserves, including the effect of changes in our reserving practices and claims management process on our actuarial estimates, expected levels of required surety deposits and letters of credit, our ability to generate sufficient taxable income in the future to utilize our deferred tax assets, the effect of our formation and operation of two wholly owned licensed insurance subsidiaries, the risks of operation and cost of our fronted insurance program with Chubb, the financial viability of our excess insurance carriers, the effectiveness of our management information systems, our relationship with our primary bank lender and the availability of financing and working capital to meet our funding requirements, litigation costs, the effect of changes in the interest rate environment on the value of our investment securities and long-term debt, the adequacy of our allowance for doubtful accounts, and the potential for and effect of acquisitions.
All of our forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the actual results, performance or achievements of the Company or industry to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors with respect to the Company include our ability to retain current clients and attract new clients, the effects of governmental orders imposing business closures and stay-at-home and social distancing requirements, difficulties associated with integrating clients into our operations, economic trends in our service areas, the potential for material deviations from expected future workers’ compensation claims experience, the workers’ compensation regulatory environment in our primary markets, security breaches or failures in the Company’s information technology systems, collectability of accounts receivable, changes in effective payroll tax rates and federal and state income tax rates, the carrying values of deferred income tax assets and goodwill (which may be affected by our future operating results), the impact of the Patient Protection and Affordable Care Act, escalating medical costs, and other health care legislative initiatives on our business, the effect of conditions in the global capital markets on our investment portfolio, and the availability of capital, borrowing capacity on our revolving credit facility, or letters of credit necessary to meet state-mandated surety deposit requirements for maintaining our status as a qualified self-insured employer for workers’ compensation coverage or our fronted insurance program. Additional risk factors affecting our business are discussed in Item 1A of Part II of this report and Item 1A of Part I of our Annual Report on Form 10-K for the year ended December 31, 2019, which was filed with the SEC on March 3, 2020. We disclaim any obligation to publicly announce any revisions to any of the forward-looking statements contained herein to reflect future events or developments.
27
|
Item 3. |
Quantitative and Qualitative Disclosures About Market Risk |
The Company’s exposure to market risk for changes in interest rates primarily relates to its investment portfolio and its outstanding borrowings on its line of credit and long-term debt. As of June 30, 2020, the Company’s investments consisted principally of $121 million in corporate bonds, $91 million in money market funds, $59 million in mortgage backed securities, $36 million in asset backed securities, $36 million in U.S. government agency securities, $32 million in commercial paper, $9 million in U.S. treasuries, $5 million in supranational bonds, $4 million in mutual funds and $2 million in municipal bonds. The Company’s outstanding debt totaled approximately $3.8 million at June 30, 2020. Based on the Company’s overall interest exposure at June 30, 2020, a 50 basis point increase in market interest rates would have a $3.4 million effect on the fair value of the Company’s investment portfolio. A 50 basis point increase would have an immaterial effect on the Company’s outstanding borrowings because of the relative size of the outstanding borrowings.
|
Item 4. |
Controls and Procedures |
Evaluation of Disclosure Controls and Procedures
Management is responsible for establishing and maintaining adequate internal control over financial reporting (“ICFR”) as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Our ICFR is a process designed by, or under the supervision of, our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), to provide reasonable assurance regarding the reliability of financial reporting and the preparation of our condensed consolidated financial statements for external purposes in accordance with GAAP.
We maintain “disclosure controls and procedures” that are designed with the objective of providing reasonable assurance that information required to be disclosed in the reports we file or submit under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our CEO and CFO, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating our disclosure controls and procedures, our management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and our management is required to apply their judgment in evaluating the cost-benefit relationship of possible controls and procedures.
Based on their evaluation, the Company’s CEO and CFO have concluded that the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) were effective as of June 30, 2020.
Changes in Internal Control over Financial Reporting
There have been no changes in the Company’s internal control over financial reporting that occurred during the quarter ended June 30, 2020 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
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Inherent Limitations
Control systems, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control systems’ objectives are being met. Further, the design of any control systems must reflect the fact that there are resource constraints, and the benefits of all controls must be considered relative to their costs. Due to the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision making can be faulty and that breakdowns can occur because of simple errors or mistakes. Control systems can also be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls. The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with policies or procedures.
PART II-OTHER INFORMATION
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Item 1. |
Legal Proceedings |
See the information disclosed in “Note 6 - Litigation," to the condensed consolidated financial statements included in Part I of this report, which is incorporated herein by reference.
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Item 1A. |
Risk Factors |
Other than the information below, there have been no material changes in the risk factors that were included in our Annual Report on Form 10-K for the year ended December 31, 2019, which was filed with the SEC on March 3, 2020.
The Company’s business may be negatively affected by outbreaks of disease, such as epidemics or pandemics, including the ongoing COVID-19 pandemic.
In March 2020, the World Health Organization declared COVID-19 a pandemic and recommended containment and mitigation measures worldwide. On March 13, 2020, President Trump announced a National Emergency relating to the disease. In response to the COVID-19 pandemic, state governments nationwide, including the states where BBSI and our clients operate, have taken, and continue to take, preventative actions such as shelter-in-place orders, restrictions on travel, and temporary closures of businesses deemed to be high-risk or non-essential. These restrictions on business operations have significantly disrupted, and will continue to disrupt, the U.S. economy, including small-and mid-sized businesses, which comprise our primary client base. Our clients have experienced, and will continue to experience, workforce reductions in the form of layoffs, furloughs, and reductions in hours worked, resulting in reduced payroll costs. As our PEO fees are based on client payroll, these responses by clients to the COVID-19 situation could have a material adverse effect on our business. Additionally, clients who are impacted by government restrictions and shutdowns may experience liquidity and other financial issues, which may impact their ability to pay for our services.
In response to the pandemic, federal and state government agencies have enacted numerous new laws and regulatory guidelines designed to help the economy, individuals and employers. Many of these legislative and regulatory changes, including the Families First Coronavirus Relief Act (FFCRA) and the Coronavirus Aid, Relief, and Economic Security (CARES) Act, directly impact the Company and our clients. Failure to appropriately interpret and comply with legal and regulatory changes arising from the COVID-19 pandemic could have a material adverse effect on our business and reputation. Additionally, failure to incorporate changes to laws and regulations resulting from COVID-19 into our PEO business model may decrease our ability to attract and retain clients.
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Additionally, many states have revised their workers’ compensation standards of coverage to include COVID-19 related illnesses for certain groups of workers. While effects on the Company’s workers compensation exposure in the states we operate have been limited to date, future changes in regulations, or changes in the pattern of COVID-19 illnesses could increase our exposure to workers’ compensation claims.
Due to the ongoing COVID-19 outbreak and related government mandates, the Company has transitioned much of its workforce to a temporary remote working model, which may adversely affect the Company’s ability to provide the level of service our clients expect. As our employees work from home and access the Company’s systems remotely, the Company may be exposed to heightened security risks, including the risk of cyber-attacks. Additionally, if any of the Company’s key management employees are unable to perform their duties for an extended period, including as the result of illness, the Company’s business could be adversely affected.
The COVID-19 pandemic has also caused significant volatility and uncertainty in the U.S. economy that may result in a prolonged economic downturn, which could in turn lead to increases in workers’ compensation and unemployment claims, increased uncollectable receivables and reductions in the valuation of the Company’s investment portfolio.
Continuation or exacerbation of the consequences of the pandemic described above and elsewhere in this report are likely to have a material adverse effect on our business, cash flows, results of operations and financial condition, which may also result in our inability to comply with financial covenants under our credit facilities, our inability to obtain necessary additional financing and a decline in stockholder value.
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Item 6. |
Exhibits |
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3.1 |
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4.1 |
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10.1 |
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Separation and Release Agreement between the Registrant and Heather Gould dated as of April 3, 2020. |
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10.2 |
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10.3 |
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10.4 |
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10.5 |
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10.6 |
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10.7 |
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Death Benefit Agreement entered into by the Registrant and Anthony Harris effective June 30, 2020. |
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10.8 |
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31.1 |
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Certification of Chief Executive Officer pursuant to Rule 13a-14(a). |
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31.2 |
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Certification of Chief Financial Officer pursuant to Rule 13a-14(a). |
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101.INS |
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Inline XBRL Instance Document- the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. |
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101.SCH |
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Inline XBRL Taxonomy Extension Schema Document |
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101.CAL |
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Inline XBRL Taxonomy Extension Calculation Linkbase Document |
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101.DEF |
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Inline XBRL Taxonomy Extension Definition Linkbase Document |
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101.LAB |
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Inline XBRL Taxonomy Extension Label Linkbase Document |
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101.PRE |
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Inline XBRL Taxonomy Extension Presentation Linkbase Document |
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104 |
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The cover page from the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2020, has been formatted in Inline XBRL. |
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** |
Except as otherwise indicated, the SEC File Number for all exhibits is 000-21886. |
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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BARRETT BUSINESS SERVICES, INC. |
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Registrant |
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Date: August 5, 2020 |
By: |
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/s/ Anthony J. Harris |
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Anthony J. Harris |
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Vice President-Finance, Treasurer and Secretary |
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