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EX-32 - SECTION 906 CEO AND CFO CERTIFICATION - BARRETT BUSINESS SERVICES INCdex32.htm

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 10-Q

 

 

 

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended June 30, 2011

Commission File No. 0-21886

 

 

BARRETT BUSINESS SERVICES, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Maryland   52-0812977
(State or other jurisdiction of
incorporation or organization)
  (IRS Employer
Identification No.)
 
8100 NE Parkway Drive, Suite 200
Vancouver, Washington
  98662
(Address of principal executive offices)   (Zip Code)
 
 

(360) 828-0700

(Registrant’s telephone number, including area code)

 

 

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.    Yes  x    No¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or such shorter period that the registrant was required to submit and post such files).    Yes  x    No  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company (as defined in Rule 12b-2 of the Exchange Act).

 

Large accelerated filer    ¨  

Accelerated filer    x

   Non-accelerated filer    ¨    Smaller reporting company    ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes¨    No  x

Number of shares of common stock, $.01 par value, outstanding at July 29, 2011 was 10,129,399 shares.

 

 

 


BARRETT BUSINESS SERVICES, INC.

INDEX

 

Part I - Financial Information    Page  

Item 1.

  Unaudited Interim Consolidated Financial Statements      3   
  Consolidated Balance Sheets – June 30, 2011 and December 31, 2010      3   
  Consolidated Statements of Operations - Three Months Ended June 30, 2011 and 2010      4   
  Consolidated Statements of Operations - Six Months Ended June 30, 2011 and 2010      5   
  Consolidated Statements of Cash Flows - Six Months Ended June 30, 2011 and 2010      6   
  Notes to Unaudited Interim Consolidated Financial Statements      7   

Item 2.

  Management’s Discussion and Analysis of Financial Condition and Results of Operations      18   

Item 3.

  Quantitative and Qualitative Disclosures About Market Risk      27   

Item 4.

  Controls and Procedures      27   
Part II - Other Information       

Item 1A.

  Risk Factors      30   

Item 2.

  Unregistered Sales of Equity Securities and Use of Proceeds      30   

Item 6.

  Exhibits      30   

Signatures

     31   

Exhibit Index

     32   

 

- 2 -


Part I – Financial Information

 

Item 1. Financial Statements

BARRETT BUSINESS SERVICES, INC.

Consolidated Balance Sheets

(Unaudited)

(In thousands, except per share amounts)

 

     June 30,
2011
    December 31,
2010
 
ASSETS     

Current assets:

    

Cash and cash equivalents

   $ 25,472      $ 30,924   

Marketable securities

     34,707        24,511   

Trade accounts receivable, net

     59,738        37,596   

Income taxes receivable

     2,356        2,356   

Prepaid expenses and other

     2,426        1,798   

Deferred income taxes

     5,810        6,101   
  

 

 

   

 

 

 

Total current assets

     130,509        103,286   

Marketable securities

     10,007        5,921   

Property, equipment and software, net

     14,819        15,037   

Restricted marketable securities and workers’ compensation deposits

     9,430        8,811   

Other assets

     3,100        3,094   

Workers’ compensation receivables for insured losses and recoveries

     3,800        3,915   

Goodwill, net

     47,820        47,820   
  

 

 

   

 

 

 
   $ 219,485      $ 187,884   
  

 

 

   

 

 

 
LIABILITIES AND STOCKHOLDERS’ EQUITY     

Current liabilities:

    

Accounts payable

   $ 694      $ 964   

Accrued payroll, payroll taxes and related benefits

     60,355        37,525   

Income taxes payable

     498        0   

Other accrued liabilities

     806        442   

Workers’ compensation claims liabilities

     14,850        14,768   

Safety incentives liability

     5,057        5,024   
  

 

 

   

 

 

 

Total current liabilities

     82,260        58,723   

Long-term workers’ compensation claims liabilities

     23,504        21,847   

Long-term workers’ compensation claims liabilities for insured claims

     2,642        2,686   

Deferred income taxes

     7,841        7,841   

Customer deposits and other long-term liabilities

     1,393        1,422   

Commitments and contingencies

    

Stockholders’ equity:

    

Preferred stock, $.01 par value; 500 shares authorized; no shares issued and outstanding

     0        0   

Common stock, $.01 par value; 20,500 shares authorized, 10,140 and 10,202 shares issued and outstanding

     101        102   

Additional paid-in capital

     24,452        25,164   

Accumulated other comprehensive loss

     (30     (65

Retained earnings

     77,322        70,164   
  

 

 

   

 

 

 
     101,845        95,365   
  

 

 

   

 

 

 
   $ 219,485      $ 187,884   
  

 

 

   

 

 

 

The accompanying notes are an integral part of these financial statements

 

- 3 -


BARRETT BUSINESS SERVICES, INC.

Consolidated Statements of Operations

(Unaudited)

(In thousands, except per share amounts)

 

     Three Months Ended
June 30,
 
     2011     2010  
           As Restated,
See Note 1  to
Consolidated
Financial
Statements
 
    
    
    
    

Revenues:

    

Staffing services

   $ 30,518      $ 31,975   

Professional employer service fees

     45,495        35,457   
  

 

 

   

 

 

 

Total revenues

     76,013        67,432   
  

 

 

   

 

 

 

Cost of revenues:

    

Direct payroll costs

     23,093        24,237   

Payroll taxes and benefits

     28,886        22,861   

Workers’ compensation

     10,753        8,602   
  

 

 

   

 

 

 

Total cost of revenues

     62,732        55,700   
  

 

 

   

 

 

 

Gross margin

     13,281        11,732   

Selling, general and administrative expenses

     8,871        8,407   

Depreciation and amortization

     331        333   
  

 

 

   

 

 

 

Income from operations

     4,079        2,992   
  

 

 

   

 

 

 

Other income:

    

Investment income, net

     273        217   

Other

     (7     163   
  

 

 

   

 

 

 

Other income

     266        380   
  

 

 

   

 

 

 

Income before income taxes

     4,345        3,372   

Provision for income taxes

     896        1,113   
  

 

 

   

 

 

 

Net income

   $ 3,449      $ 2,259   
  

 

 

   

 

 

 

Basic earnings per share

   $ .34      $ .22   
  

 

 

   

 

 

 

Weighted average number of basic shares outstanding

     10,196        10,446   
  

 

 

   

 

 

 

Diluted earnings per share

   $ .34      $ .22   
  

 

 

   

 

 

 

Weighted average number of diluted shares outstanding

     10,245        10,485   
  

 

 

   

 

 

 

 

- 4 -


BARRETT BUSINESS SERVICES, INC.

Consolidated Statements of Operations

(Unaudited)

(In thousands, except per share amounts)

 

     Six Months Ended
June 30,
 
     2011      2010  
            As Restated,
See Note 1 to
Consolidated
Financial
Statements
 

Revenues:

     

Staffing services

   $ 58,850       $ 59,037   

Professional employer service fees

     85,932         66,655   
  

 

 

    

 

 

 

Total revenues

     144,782         125,692   
  

 

 

    

 

 

 

Cost of revenues:

     

Direct payroll costs

     44,541         44,673   

Payroll taxes and benefits

     60,649         47,489   

Workers’ compensation

     20,713         16,433   
  

 

 

    

 

 

 

Total cost of revenues

     125,903         108,595   
  

 

 

    

 

 

 

Gross margin

     18,879         17,097   

Selling, general and administrative expenses

     17,698         16,631   

Depreciation and amortization

     666         710   
  

 

 

    

 

 

 

Income (loss) from operations

     515         (244
  

 

 

    

 

 

 

Other income:

     

Life insurance proceeds

     10,000         0   

Investment income, net

     628         401   

Other

     92         264   
  

 

 

    

 

 

 

Other income

     10,720         665   
  

 

 

    

 

 

 

Income before income taxes

     11,235         421   

Provision for (benefit from) income taxes

     2,240         (135
  

 

 

    

 

 

 

Net income

   $ 8,995       $ 556   
  

 

 

    

 

 

 

Basic earnings per share

   $ .88       $ .05   
  

 

 

    

 

 

 

Weighted average number of basic shares outstanding

     10,198         10,456   
  

 

 

    

 

 

 

Diluted earnings per share

   $ .88       $ .05   
  

 

 

    

 

 

 

Weighted average number of diluted shares outstanding

     10,246         10,490   
  

 

 

    

 

 

 

 

- 5 -


BARRETT BUSINESS SERVICES, INC.

Consolidated Statements of Cash Flows

(Unaudited)

(In thousands)

 

     Six Months Ended
June 30,
 
     2011     2010  
           As Restated,
See Note 1 to
Consolidated
Financial
Statements
 

Cash flows from operating activities:

    

Net income

   $ 8,995      $ 556   

Reconciliations of net income to net cash provided by operating activities:

    

Depreciation and amortization

     666        710   

Gains recognized on marketable securities

     (100     (207

Gain recognized on sale and leaseback

     (61     (61

Deferred income taxes

     292        (25

Share based compensation

     192        84   

Changes in certain assets and liabilities, net of amounts purchased in acquisitions:

    

Trade accounts receivable, net

     (22,142     (17,231

Income taxes receivable

     0        275   

Prepaid expenses and other

     (628     (1,286

Accounts payable

     (270     (415

Accrued payroll, payroll taxes and related benefits

     22,830        17,609   

Other accrued liabilities

     364        25   

Income taxes payable

     498        0   

Workers’ compensation claims liabilities

     1,810        1,727   

Safety incentives liability

     33        (196

Customer deposits, long-term liabilities and other assets, net

     23        19   
  

 

 

   

 

 

 

Net cash provided by operating activities

     12,502        1,584   
  

 

 

   

 

 

 

Cash flows from investing activities:

    

Cash paid for acquisitions

     0        (375

Purchase of property and equipment, net of amounts purchased in acquisitions

     (445     (754

Proceeds from sales and maturities of marketable securities

     18,562        6,741   

Purchase of marketable securities

     (32,710     (19,694

Proceeds from maturities of restricted marketable securities

     3,360        1,421   

Purchase of restricted marketable securities

     (3,979     (4,376
  

 

 

   

 

 

 

Net cash used in investing activities

     (15,212     (17,037
  

 

 

   

 

 

 

Cash flows from financing activities:

    

Proceeds from exercise of stock options

     5        0   

Dividends paid

     (1,837     (1,674

Repurchase of common stock

     (923     (2,100

Tax benefit of stock option exercises

     13        0   
  

 

 

   

 

 

 

Net cash used in financing activities

     (2,742     (3,774
  

 

 

   

 

 

 

Net decrease in cash and cash equivalents

     (5,452     (19,227

Cash and cash equivalents, beginning of period

     30,924        36,671   
  

 

 

   

 

 

 

Cash and cash equivalents, end of period

   $ 25,472      $ 17,444   
  

 

 

   

 

 

 

Supplemental schedule of noncash investing activities:

    

Acquisitions of other businesses:

    
  

 

 

   

 

 

 

Cost of acquisitions in excess of fair value of net assets acquired

   $ 0      $ 357   
  

 

 

   

 

 

 

Intangible assets acquired

     0        15   

Tangible assets acquired

     0        3   
  

 

 

   

 

 

 

Net cash paid for acquisitions

   $ 0      $ 375   
  

 

 

   

 

 

 

 

- 6 -


BARRETT BUSINESS SERVICES, INC.

Notes to Consolidated Financial Statements (Unaudited) (Continued)

 

Note 1 - Basis of Presentation of Interim Period Statements

The accompanying consolidated financial statements are unaudited and have been prepared by Barrett Business Services, Inc. (“Barrett”, “BBSI” or the “Company”), 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 have been condensed or omitted pursuant to such rules and regulations. In the opinion of management, the 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 preparation of financial statements in conformity with generally accepted accounting principles (“GAAP”) requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results may differ from such estimates and assumptions. The consolidated financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Company’s 2010 Annual Report on Form 10-K at pages F1 – F32. The results of operations for an interim period are not necessarily indicative of the results of operations for a full year.

Effective January 5, 2010, the Company formed a wholly owned insurance company, Ecole Insurance Company (“Ecole”). Ecole is a fully licensed insurance company holding a certificate of authority from the Arizona Department of Insurance. Ecole provides workers’ compensation coverage to the Company’s employees working in Arizona for claims occurring on or after March 1, 2010. The cost to capitalize the insurance company was approximately $6.1 million and is included in restricted marketable securities and workers’ compensation deposits in the consolidated balance sheet.

 

- 7 -


BARRETT BUSINESS SERVICES, INC.

Notes to Consolidated Financial Statements (Unaudited) (Continued)

 

Note 1 - Basis of Presentation of Interim Period Statements (Continued)

Restatement of prior period

As described in Note 2 of the Consolidated Financial Statements in Item 15 in the Company’s 2010 Annual Report on Form 10-K, the Company restated its consolidated financial statements to correct an error related to legal expenses incurred for the administration of workers’ compensation claims by Associated Insurance Company for Excess (“AICE”), the Company’s captive insurance subsidiary formed January 1, 2007. The Company’s historical accounting method for legal expenses incurred for claims administration had been to recognize the expenses in the period incurred. The Company’s captive insurance subsidiary is subject to industry specific authoritative accounting guidance that requires the insurance subsidiary to include an estimate for such legal fees in its workers’ compensation claims liabilities. Therefore, the Company’s method of recording legal fees in the period incurred for claims administration was determined to be an error. As a result, the Company has presented its consolidated financial statements for the three and six months ended June 30, 2010, as restated to reflect the correction of this error. The Company also determined to make a conforming change to its accounting method for legal expenses incurred for the administration of workers’ compensation claims that arose prior to the formation of AICE. The impact of the correction of the error and change in accounting method for the three and six months ended June 30, 2010, which has been reflected throughout the consolidated financial statements and accompanying notes, is as follows:

 

(in thousands, except per share amounts)    Consolidated Statement of Operations for the
Three Months Ended June 30, 2010
 
     As Previously
Reported
     Correction of
an Error
    Change in
Accounting
Policy
    Net
Adjustment
    Restated  

Cost of revenues

   $ 55,687       $ 198      $ (185   $ 13      $ 55,700   

Provision from income taxes

     1,107         91        (85     6        1,113   

Net income

     2,278         (289     270        (19     2,259   

Basic income per share

     0.22         (0.03     0.03        0        0.22   

Diluted income per share

     0.22         (0.03     0.03        0        0.22   

 

(in thousands, except per share amounts)    Consolidated Statement of Operations for the
Six Months Ended June 30, 2010
 
     As Previously
Reported
    Correction of
an Error
    Change in
Accounting
Policy
    Net
Adjustment
    Restated  

Cost of revenues

   $ 108,570      $ 396      $ (371   $ 25      $ 108,595   

Benefit from income taxes

     (146     182        (171     11        (135

Net income

     592        (578     542        (36     556   

Basic income per share

     0.06        (0.06     0.06        0        0.06   

Diluted income per share

     0.06        (0.06     0.06        0        0.06   

 

     Consolidated Statement of Cash Flows for the
Six Months Ended June 30, 2010
 
(in thousands)    As Previously
Reported
    Correction of
an Error
    Change in
Accounting
Policy
    Net
Adjustment
    Restated  

Net income

   $ 592      $ (578   $ 542      $ (36   $ 556   

Reconciliations of net income to cash provided by operating activities:

          

Deferred income taxes

     (148     60        63        123        (25

Income taxes receivable

     387        (186     74        (112     275   

Workers’ compensation claims liabilities

     1,702        396        (371     25        1,727   

Net cash provided by operating activities

     1,584        0        0        0        1,584   

 

- 8 -


BARRETT BUSINESS SERVICES, INC.

Notes to Consolidated Financial Statements (Unaudited) (Continued)

Note 1 - Basis of Presentation of Interim Period Statements (Continued)

 

Revenue recognition

 

We recognize revenue as services are rendered by our workforce. Staffing services are engaged by customers to meet short-term and long-term personnel needs. Professional employer organization (“PEO”) services are normally used by organizations to satisfy ongoing human resource management needs and typically involve contracts with a minimum term of one year, which cover all employees at a particular work site. Our PEO contracts are renewable on an annual basis and typically require 30 days’ written notice to cancel or terminate the contract by either party. Our PEO contracts provide for immediate termination upon any default of the client regardless of when notice is given. We report PEO revenues in accordance with the current accounting guidance for revenue recognition, which requires us to report such revenues on a net basis because we are not the primary obligor for the services provided by our PEO clients to their customers pursuant to our PEO contracts. Consequently, our PEO service fee revenues represent the gross margin generated from our PEO services after deducting the amounts invoiced to PEO customers for direct payroll expenses such as salaries, wages, health insurance and employee out-of-pocket expenses incurred incidental to employment and safety incentives. These amounts are also excluded from cost of revenues. PEO service fees also include amounts invoiced to our clients for employer payroll-related taxes and workers’ compensation coverage.

Marketable securities

As of June 30, 2011, the Company’s marketable securities consisted of tax-exempt municipal securities, corporate bonds and U.S. treasuries. The Company classifies municipal securities, U.S. treasuries, and certain of its corporate bonds 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. In the event a loss is determined to be other-than-temporary, the loss will be recognized in the statement of operations. Certain of the Company’s corporate bonds are classified as held-to-maturity and are reported at amortized cost.

Allowance for doubtful accounts

The Company had an allowance for doubtful accounts of $463,000 and $374,000 at June 30, 2011 and December 31, 2010, respectively. The Company must make estimates of the collectibility of accounts receivable. Management analyzes historical bad debts, customer concentrations, customer creditworthiness, current economic conditions and changes in customers’ payment trends when evaluating the adequacy of the allowance for doubtful accounts. The Company deems an account balance uncollectible only after it has pursued all available assets of the customer and, where applicable, the assets of the personal guarantor.

Workers’ compensation claims

The Company is a self-insured employer with respect to workers’ compensation coverage for all of its employees (including employees subject to Professional Employer Organization (“PEO”) contracts) working in California, Oregon, Maryland, Delaware and Colorado. 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. Additionally, effective January 5, 2010, we formed a wholly-owned fully licensed insurance company in Arizona to provide workers’ compensation coverage to our employees in Arizona.

 

- 9 -


BARRETT BUSINESS SERVICES, INC.

Notes to Consolidated Financial Statements (Unaudited) (Continued)

Note 1 - Basis of Presentation of Interim Period Statements (Continued)

 

Workers’ compensation claims (Continued)

 

To manage our financial exposure, in the event of catastrophic injuries or fatalities, we maintain excess workers’ compensation insurance through our wholly owned captive insurance company, Associated Insurance Company for Excess (“AICE”), with a per occurrence retention of $5.0 million, except in Maryland and Colorado, where our per occurrence retention is $1.0 million and $500,000, respectively. AICE maintains excess workers’ compensation insurance coverage with American Insurance Group, Inc. (“AIG”) between $5.0 million and $15.0 million per occurrence, except in Maryland, where coverage with AIG is between $1.0 million and $25.0 million per occurrence, and in Colorado, where the coverage with AIG is between $500,000 and statutory limits per occurrence. We continue to evaluate the financial capacity of our insurers to assess the recoverability of the related insurer receivables.

The Company has provided a total of $41.0 million and $39.3 million at June 30, 2011 and December 31, 2010, respectively, as an estimated future liability for unsettled workers’ compensation claims liabilities. Included in the foregoing liabilities are insured claims that will be paid by the Company’s former excess workers’ compensation insurer and for which the Company has reported a receivable from the insurer for the insured claims liability. Insured claims totaled $2.6 million at June 30, 2011 and $2.7 million at December 31, 2010, respectively. The estimated liability for unsettled workers’ compensation claims represents management’s best estimate based upon an actuarial valuation provided by a third party actuary. Included in the claims liabilities are case reserve estimates for reported losses, plus additional amounts based on projections for incurred but not reported claims and anticipated increases in case reserve estimates. Also included in these estimates are amounts for unallocated loss adjustment expenses, including legal costs. These estimates are continually reviewed and adjustments to liabilities are reflected in current operating results as they become known.

Safety incentives liability

Safety incentives represent cash incentives paid to certain PEO client companies for maintaining safe-work practices in order to minimize workplace injuries, thereby meeting agreed-upon loss objectives. The Company has provided $5.1 million at June 30, 2011 and $5.0 million at December 31, 2010 as an estimate of the liability for unpaid safety incentives. 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 liability is estimated and accrued each month based upon the incentive earned less the then-current amount of the customer’s estimated workers’ compensation claims reserves as established by the Company’s internal and third-party claims administrators, and the expected payout as determined by historical incentive payment trends. Safety incentive expense is netted against PEO services revenue in our consolidated statements of operations.

 

- 10 -


BARRETT BUSINESS SERVICES, INC.

Notes to Consolidated Financial Statements (Unaudited) (Continued)

 

Note 1 - Basis of Presentation of Interim Period Statements (Continued)

Comprehensive income

Comprehensive income includes all changes in equity during a period except those that resulted from investments by or distributions to a company’s stockholders. Comprehensive income totaled $3.5 million and $2.1 million for the three months ended June 30, 2011 and 2010 and $9.0 million and $459,000 for the six months ended June 30, 2011 and 2010, respectively. Other comprehensive income (loss) refers to revenues, expenses, gains and losses that under GAAP are included in comprehensive income, but are excluded from net income as these amounts are recorded directly as an adjustment to stockholders’ equity. The Company’s other comprehensive income (loss) is comprised of unrealized holding gains and losses on its publicly traded marketable securities designated as “available-for-sale”, net of realized gains or losses included in net income.

Note 2 - Recent Accounting Pronouncements

In June 2011, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2011-05, “Comprehensive Income: Presentation of Comprehensive Income”. This new guidance requires the components of net income and other comprehensive income to be either presented in one continuous statement, referred to as the statement of comprehensive income, or in two separate, but consecutive statements. It also eliminates the current option to report other comprehensive income and its components in the statement of stockholders’ equity. While the new guidance changes the presentation of comprehensive income, there are no changes to the components that are recognized in net income or other comprehensive income under current accounting guidance. This new guidance is effective for the Company beginning January 1, 2012. As this guidance only alters the presentation of the components of comprehensive income, the adoption will not have an impact on the Company’s consolidated financial position or results of operations.

 

- 11 -


BARRETT BUSINESS SERVICES, INC.

Notes to Consolidated Financial Statements (Unaudited) (Continued)

 

Note 3 - Basic and Diluted Earnings Per Share

Basic earnings per share are computed based on the weighted average number of common shares outstanding during the period. Diluted earnings per share reflect the potential effects of the exercise of outstanding stock options. Basic and diluted shares outstanding are summarized as follows:

 

     Three Months Ended
June 30,
     Six Months Ended
June 30,
 
     2011      2010      2011      2010  

Weighted average number of basic shares outstanding

     10,195,989         10,446,350         10,198,440         10,456,006   

Assumed exercise of stock options, net of shares assumed repurchased at average market price during the period using proceeds received upon exercise of options

     48,725         38,880         47,805         33,581   
  

 

 

    

 

 

    

 

 

    

 

 

 

Weighted average number of diluted shares outstanding

     10,244,714         10,485,230         10,246,245         10,489,587   
  

 

 

    

 

 

    

 

 

    

 

 

 

Note 4 - Stock Incentive Plans and Stock-Based Compensation

The Company’s 2009 Stock Incentive Plan (the “2009 Plan”), which provides for stock-based awards to Company employees, non-employee directors and outside consultants or advisors, was approved by shareholders on May 13, 2009. No options have been issued to outside consultants or advisors. The number of shares of common stock reserved for issuance under the 2009 Plan is 1,000,000, of which the aggregate number of shares for which incentive stock options may be granted under the Plan is 900,000. No new grants of stock options may be made under the Company’s 2003 Stock Incentive Plan (the “2003 Plan”). At June 30, 2011, there were option awards covering 686,169 shares outstanding under the 2009 Plan, together with the 2003 Plan and its predecessor, the 1993 Stock Incentive Plan. Outstanding options under all three plans typically expire ten years after the date of grant and are generally exercisable in four equal annual installments beginning one year after the date of grant. During April 2011, 200,000 options were granted to officers and directors which become exercisable in eight equal annual installments beginning one year after the date of grant.

In accordance with accounting guidance for share-based payments, the Company recognizes compensation expense for options awarded under its stock incentive plans. Current accounting guidance requires the grant-date fair value of all share-based payment awards, including employee stock options, to be recognized as employee compensation expense over the requisite service period.

 

- 12 -


BARRETT BUSINESS SERVICES, INC.

Notes to Consolidated Financial Statements (Unaudited) (Continued)

 

Note 4 - Stock Incentive Plans and Stock-Based Compensation (Continued)

The following table summarizes options activity in 2011:

 

     Number
of Options
    Grant Prices  

Outstanding at December 31, 2010

     399,569      $ 2.00 to $17.50   

Options granted

     289,200      $ 14.87 to $16.53   

Options exercised

     (2,600     $2.00   

Options cancelled or expired

     0     
  

 

 

   

Outstanding at June 30, 2011

     686,169      $ 2.00 to $17.50   
  

 

 

   

Exercisable at June 30, 2011

     286,969     
  

 

 

   

Available for grant at June 30, 2011

     623,800     
  

 

 

   

The following table presents information on stock options outstanding for the periods shown:

 

     Three Months Ended
June 30,
     Six Months Ended
June 30,
 
($ in thousands, except per share data)    2011      2010      2011      2010  

Intrinsic value of options exercised in the period

   $ 0       $ 0       $ 34       $ 0   
     As of June 30,         
     2011      2010                

Stock options:

           

Number of options

     686,169         392,319         

Options fully vested and currently exercisable

     286,969         250,694         

Weighted average exercise price

   $ 13.56       $ 13.59         

Aggregate intrinsic value

   $ 415       $ 258         

Weighted average contractual term of options

     7.41 years         6.55 years         

The aggregate intrinsic value of stock options represents the difference between the Company’s closing stock price at the end of the period and the relevant exercise price multiplied by the number of options outstanding at the end of the period at each such price.

 

- 13 -


BARRETT BUSINESS SERVICES, INC.

Notes to Consolidated Financial Statements (Unaudited) (Continued)

 

Note 4 - Stock Incentive Plans and Stock-Based Compensation (Continued)

The fair value of the stock-based awards, as determined under the Black-Scholes model, granted in the six months ended June 30, 2011 and 2010 were $2.1 million and $344,000, or $7.20 and $5.54 per share, respectively, estimated with the following weighted-average assumptions:

 

     Six Months Ended
June 30, 2011
  Six Months Ended
June 30, 2010

Stock options:

    

Risk-free interest rate

   2.88%   3.00%

Expected dividend yield

   2.28%   2.39%

Expected term

   7.3 years   7.0 years

Expected volatility

   65.94%   58.83%

The following table summarizes stock-based compensation expense related to stock option awards for the three months and six months ended June 30, 2011 and 2010 (in thousands):

 

     Three Months Ended
June 30,
     Six Months Ended
June 30,
 
     2011      2010      2011      2010  

Stock-based compensation expense included inselling, general and administrative expenses

   $ 136       $ 52       $ 192       $ 84   

Deferred income taxes

     54         21         76         34   
  

 

 

    

 

 

    

 

 

    

 

 

 

Stock-based compensation expense related tostock options, net of tax

   $ 82       $ 31       $ 116       $ 50   
  

 

 

    

 

 

    

 

 

    

 

 

 

As of June 30, 2011 unrecognized compensation expense related to stock options was $2.5 million.

 

- 14 -


BARRETT BUSINESS SERVICES, INC.

Notes to Consolidated Financial Statements (Unaudited) (Continued)

 

Note 5 - Workers’ Compensation

The following table summarizes the aggregate workers’ compensation reserve activity (in thousands):

 

     Three Months Ended
June 30,
     Six Months Ended
June 30,
 
     2011      2010      2011      2010  
            As Restated,
See Note 1 to
Consolidated
Financial
Statements
            As Restated,
See Note 1 to
Consolidated
Financial
Statements
 

Beginning balance

           

Workers’ compensation claims liabilities

   $ 39,783       $ 36,766       $ 39,301       $ 35,957   

Add: claims expense accrual:

           

Current period

     5,279         3,971         9,985         7,671   

Prior periods

     286         44         522         191   
  

 

 

    

 

 

    

 

 

    

 

 

 

Total expense accrual

     5,565         4,015         10,507         7,862   
  

 

 

    

 

 

    

 

 

    

 

 

 

Less: claim payments related to:

           

Current period

     962         668         1,219         855   

Prior periods

     3,390         2,655         7,593         5,506   
  

 

 

    

 

 

    

 

 

    

 

 

 

Total paid

     4,352         3,323         8,812         6,361   
  

 

 

    

 

 

    

 

 

    

 

 

 

Ending balance

           

Workers’ compensation claims liabilities

   $ 40,996       $ 37,458       $ 40,996       $ 37,458   
  

 

 

    

 

 

    

 

 

    

 

 

 

Incurred but not reported (IBNR)

   $ 29,738       $ 25,937       $ 29,738       $ 25,937   
  

 

 

    

 

 

    

 

 

    

 

 

 

Note 6 - Fair Value Measurement

The Company has determined that its marketable securities should be presented at their fair value. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.

Factors used in determining the fair value of our financial assets and liabilities are summarized into three broad categories:

 

   

Level 1 – quoted prices in active markets for identical securities;

 

   

Level 2 – other significant observable inputs, including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.; and

 

   

Level 3 – significant unobservable inputs, including our own assumptions in determining fair value.

 

- 15 -


BARRETT BUSINESS SERVICES, INC.

Notes to Consolidated Financial Statements (Unaudited) (Continued)

 

Note 6 - Fair Value Measurement (Continued)

The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities.

The Company has determined that its U.S. treasuries component of its marketable securities falls into the Level 1 category. The Company has also determined that its municipal bonds and corporate bonds components fall into the Level 2 category. We classify our municipal bonds as level 2 due to our use of fair value pricing provided by an independent third-party based on observable market prices in less active markets or quoted market prices for securities with similar credit characteristics and rates traded in an active market. There were no assets or liabilities where Level 3 valuation techniques were used and there were no assets and liabilities measured at fair value on a non-recurring basis.

Marketable securities consist of the following investments (in thousands):

 

     June 30, 2011      December 31, 2010         
      Cost      Gross
Unrealized
Gains
(Losses)
    Recorded
Basis
     Cost      Gross
Unrealized
Gains
(Losses)
    Recorded
Basis
     Fair
Value
Category
 

Current:

                  

Trading:

                  

Equity securities

   $ 0       $ 0      $ 0       $ 349       $ 21      $ 370         1   

Available-for-sale:

                  

Municipal bonds

     15,868         13        15,881         22,997         (32     22,965         2   

Corporate bonds

     18,823         3        18,826         861         15        876         2   

Variable rate demand notes

     0         0        0         300         0        300         2   
  

 

 

    

 

 

   

 

 

    

 

 

    

 

 

   

 

 

    
   $ 34,691       $ 16      $ 34,707       $ 24,507       $ 4      $ 24,511      
  

 

 

    

 

 

   

 

 

    

 

 

    

 

 

   

 

 

    

Long term:

                  

Available-for-sale:

                  

Corporate bonds

   $ 9,601       $ (46   $ 9,555       $ 5,513       $ (39   $ 5,474         2   

Held-to-maturity:

                  

Corporate bonds

     452         0        452         447         0        447         2   
  

 

 

    

 

 

   

 

 

    

 

 

    

 

 

   

 

 

    
   $ 10,053       $ (46   $ 10,007       $ 5,960       $ (39   $ 5,921      
  

 

 

    

 

 

   

 

 

    

 

 

    

 

 

   

 

 

    

 

- 16 -


BARRETT BUSINESS SERVICES, INC.

Notes to Consolidated Financial Statements (Unaudited) (Continued)

 

Note 6 - Fair Value Measurement (Continued)

The Company’s restricted marketable securities component of restricted marketable securities and workers’ compensation deposits consists of the following (in thousands):

 

     June 30, 2011      December 31, 2010         
     Cost      Gross
Unrealized
Gains
(Losses)
     Recorded
Basis
     Cost      Gross
Unrealized
Gains
(Losses)
     Recorded
Basis
     Fair
Value
Category
 

Available-for-sale:

                    

Municipal bonds

   $ 5,376       $ 28       $ 5,404       $ 5,147       $ 0       $ 5,147         2   

Corporate bonds

     45         0         45         323         0         323         2   

U.S. treasuries

     1,567         0         1,567         1,567         0         1,567         1   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    
   $ 6,988       $ 28       $ 7,016       $ 7,037       $ 0       $ 7,037      
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

- 17 -


Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Overview

Barrett Business Services, Inc. (“Barrett”, the “Company” or “we”), a Maryland corporation, offers a comprehensive range of human resource management services to help small and medium-sized businesses manage the increasing costs and complexities of a broad array of employment-related issues. The Company’s principal services, professional employer organization (“PEO”) services and staffing services, assist its clients in leveraging their investment in human capital. The Company believes that the combination of these two principal services enables it to provide clients with a unique blend of services not offered by the Company’s competition. Barrett’s platform of outsourced human resource management services is built upon expertise in payroll processing, employee benefits and administration, workers’ compensation coverage, effective risk management and workplace safety programs, and human resource administration.

To provide PEO services to a client, the Company enters into a contract to become a co-employer of the client’s existing workforce and Barrett assumes responsibility for some or all of the client’s human resource management responsibilities. PEO services are normally used by organizations to satisfy ongoing human resource management needs and typically involve contracts with a minimum term of one year, renewable annually, which cover all employees at a particular work site. Staffing services include on-demand or short-term staffing assignments, long-term or indefinite-term contract staffing and comprehensive on-site management. The Company’s staffing services also include direct placement services, which involve fee-based search efforts for specific employee candidates at the request of PEO clients, staffing customers or other businesses.

The Company’s ability to offer clients a broad mix of services allows Barrett to effectively become the human resource department and a strategic business partner for its clients. The Company believes its approach to human resource management services is designed to positively affect its clients’ business results by:

 

   

allowing clients to focus on core business activities instead of human resource matters;

 

   

increasing clients’ productivity by improving employee satisfaction and generating greater employee retention;

 

   

reducing overall payroll expenses due to lower workers’ compensation and health insurance costs; and

 

   

assisting clients in complying with complex and evolving human resource-related regulatory and tax issues.

The Company serves a growing and diverse client base of small and medium-sized businesses in a wide variety of industries through a network of branch offices in California, Oregon, Washington, Idaho, Arizona, Utah, Colorado, Maryland, Delaware and North Carolina. Barrett also has several smaller recruiting offices in its general market areas, which are under the direction of a branch office.

 

- 18 -


Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued)

Results of Operations

The following table sets forth percentages of total revenues represented by selected items in the Company’s Consolidated Statements of Operations for the three and six months ended June 30, 2011 and 2010.

 

     Percentage of Total Revenues
Three Months Ended
June 30,
    Percentage of Total Revenues
Six Months Ended

June 30,
 
     2011     2010     2011     2010  
           As Restated,
See Note 1 to
Consolidated
Financial
Statements
          As Restated,
See Note 1 to
Consolidated
Financial
Statements
 

Revenues:

        

Staffing services

     40.1      47.4      40.6      47.0 

Professional employer service fees

     59.9        52.6        59.4        53.0   
  

 

 

   

 

 

   

 

 

   

 

 

 

Total revenues

     100.0        100.0        100.0        100.0   
  

 

 

   

 

 

   

 

 

   

 

 

 

Cost of revenues:

        

Direct payroll costs

     30.4        35.9        30.8        35.5   

Payroll taxes and benefits

     38.0        33.9        41.9        37.8   

Workers’ compensation

     14.1        12.8        14.3        13.1   
  

 

 

   

 

 

   

 

 

   

 

 

 

Total cost of revenues

     82.5        82.6        87.0        86.4   
  

 

 

   

 

 

   

 

 

   

 

 

 

Gross margin

     17.5        17.4        13.0        13.6   

Selling, general and administrative expenses

     11.7        12.5        12.2        13.2   

Depreciation and amortization

     0.4        0.5        0.4        0.6   
  

 

 

   

 

 

   

 

 

   

 

 

 

Income (loss) from operations

     5.4        4.4        0.4        (0.2

Other income

     0.3        0.6        7.4        0.5   
  

 

 

   

 

 

   

 

 

   

 

 

 

Income before income taxes

     5.7        5.0        7.8        0.3   

Provision for income taxes

     1.2        1.6        1.6        (0.1
  

 

 

   

 

 

   

 

 

   

 

 

 

Net income

     4.5      3.4      6.2      0.4 
  

 

 

   

 

 

   

 

 

   

 

 

 

We report PEO revenues on a net basis because we are not the primary obligor for the services provided by our PEO clients to their customers pursuant to our PEO contracts. The presentation of revenues on a net basis and the relative contributions of staffing and PEO revenues can create volatility in our gross margin percentage. The general impact of fluctuations in our revenue mix is described below.

 

- 19 -


Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued)

Results of Operations (Continued)

 

   

A relative increase in staffing revenues will typically result in a lower gross margin percentage. Staffing revenues are presented at gross with the related direct costs reported in cost of sales. While staffing relationships typically have higher margins than PEO relationships, an increase in staffing revenues and related costs presented at gross dilutes the impact of the net PEO revenue on gross margin percentage.

 

   

A relative increase in PEO revenue will result in a higher gross margin percentage. Improvement in gross margin percentage occurs because incremental PEO revenue dollars are reported as revenue net of all related direct costs.

We present for comparison purposes the gross revenues and cost of revenues information set forth in the table below. Although not in accordance with GAAP, management believes this information is more informative as to the level of our business activity and more illustrative of how we manage our operations, including the preparation of our internal operating forecasts, because it presents our PEO services on a basis comparable to our staffing services.

 

(in thousands)    Unaudited
Three Months Ended
June 30,
     Unaudited
Six Months Ended
June 30,
 
     2011      2010      2011      2010  
            As Restated,
See Note 1 to
Consolidated
Financial
Statements
            As Restated,
See Note 1 to
Consolidated
Financial
Statements
 

Revenues:

           

Staffing services

   $ 30,518       $ 31,975       $ 58,850       $ 59,037   

Professional employer services

     336,380         265,121         639,114         500,616   
  

 

 

    

 

 

    

 

 

    

 

 

 

Total revenues

     366,898         297,096         697,964         559,653   
  

 

 

    

 

 

    

 

 

    

 

 

 

Cost of revenues:

           

Direct payroll costs

     312,385         252,722         595,027         476,269   

Payroll taxes and benefits

     28,886         22,861         60,649         47,489   

Workers’ compensation

     12,346         9,781         23,409         18,798   
  

 

 

    

 

 

    

 

 

    

 

 

 

Total cost of revenues

     353,617         285,364         679,085         542,556   
  

 

 

    

 

 

    

 

 

    

 

 

 

Gross margin

   $ 13,281       $ 11,732       $ 18,879       $ 17,097   
  

 

 

    

 

 

    

 

 

    

 

 

 

 

- 20 -


Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued)

Results of Operations (Continued)

A reconciliation of non-GAAP gross PEO revenues to net PEO revenues is as follows:

 

     Unaudited
Three Months Ended June 30,
 
(in thousands)    Gross Revenue
Reporting Method
     Reclassification     Net Revenue
Reporting Method
 
     2011      2010      2011     2010     2011      2010  
                                      As Restated,
See Note 1 to
Consolidated
Financial
Statements
 

Revenues:

               

Staffing services

   $ 30,518       $ 31,975       $ 0      $ 0      $ 30,518       $ 31,975   

Professional employer services

     336,380         265,121         (290,885     (229,664     45,495         35,457   
  

 

 

    

 

 

    

 

 

   

 

 

   

 

 

    

 

 

 

Total revenues

   $ 366,898       $ 297,096       $ (290,885   $ (229,664   $ 76,013       $ 67,432   
  

 

 

    

 

 

    

 

 

   

 

 

   

 

 

    

 

 

 

Cost of revenues

   $ 353,617       $ 285,364       $ (290,885   $ (229,664   $ 62,732       $ 55,700   
  

 

 

    

 

 

    

 

 

   

 

 

   

 

 

    

 

 

 

 

     Unaudited
Six Months Ended June 30,
 
(in thousands)    Gross Revenue
Reporting Method
     Reclassification     Net Revenue
Reporting Method
 
     2011      2010      2011     2010     2011      2010  
                                      As Restated,
See Note 1 to
Consolidated
Financial
Statements
 

Revenues:

               

Staffing services

   $ 58,850       $ 59,037       $ 0      $ 0      $ 58,850       $ 59,037   

Professional employer services

     639,114         500,616         (553,182     (433,961     85,932         66,655   
  

 

 

    

 

 

    

 

 

   

 

 

   

 

 

    

 

 

 

Total revenues

   $ 697,964       $ 559,653       $ (553,182   $ (433,961   $ 144,782       $ 125,692   
  

 

 

    

 

 

    

 

 

   

 

 

   

 

 

    

 

 

 

Cost of revenues

   $ 679,085       $ 542,556       $ (553,182   $ (433,961   $ 125,903       $ 108,595   
  

 

 

    

 

 

    

 

 

   

 

 

   

 

 

    

 

 

 

The amount of the reclassification is comprised of direct payroll costs and safety incentives attributable to our PEO client companies.

 

- 21 -


Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued)

 

Results of Operations (Continued)

 

Three months ended June 30, 2011 and 2010

Net income for the second quarter of 2011 amounted to $3.4 million, an improvement of $1.1 million over the net income of $2.3 million for the second quarter of 2010. The improvement for the second quarter of 2011 was primarily due to a 12.7% increase in revenues coupled with a lower income tax expense rate. Diluted earnings per share for the second quarter of 2011 were $.34 compared to diluted income per share of $.22 for the comparable 2010 period.

Revenues for the second quarter of 2011 totaled $76.0 million, an increase of approximately $8.6 million or 12.7%, which reflects an increase in the Company’s PEO service fee revenue of $10.0 million or 28.3%, partially offset by a decline in staffing services revenue of $1.5 million or 4.6%. Our growth in PEO revenues continues to be primarily attributable to new customers as PEO business from new customers during the second quarter of 2011 more than tripled our lost PEO business from former customers compared to the second quarter of 2010. PEO revenues from continuing customers reflected a 3.6% increase on a quarter over quarter basis. Staffing revenues decreased as a result of the loss of business from certain former customers. The decline in economic activity and associated reductions in employment levels in the Company’s market areas in late 2008 and 2009 continue to impact our existing client base, resulting in ongoing pressure on demand for the Company’s staffing services.

Gross margin for the second quarter of 2011 totaled approximately $13.3 million or an increase of $1.5 million over the second quarter of 2010, primarily due to the 12.7% increase in revenues and a decline in direct payroll costs, partially offset by higher payroll taxes and benefits and workers’ compensation expense, as a percentage of revenues.

The decrease in direct payroll costs, as a percentage of revenues, from 35.9% for the second quarter of 2010 to 30.4% for the second quarter of 2011 was primarily due to the increase in our mix of PEO services in the Company’s customer base over the second quarter of 2010 and the effect of each customer’s unique mark-up percent.

Payroll taxes and benefits, as a percentage of revenues, for the second quarter of 2011 was 38.0% compared to 33.9% for the second quarter of 2010. The percentage rate increase was largely due to the effect of significant growth in PEO services, where payroll taxes and benefits are presented at gross cost whereas the related direct payroll costs are netted against PEO services revenue, and to higher effective state unemployment tax rates in various states in which the Company operates as compared to the second quarter of 2010. Management expects the trend in payroll taxes and benefits, as a percentage of revenues, to continue to increase as a result of continued growth in PEO services on a quarter over quarter basis.

Workers’ compensation expense, as a percentage of revenues, increased from 12.8% in the second quarter of 2010 to 14.1% in the second quarter of 2011. Workers’ compensation expense for the second quarter of 2011 totaled $10.8 million, compared to $8.6 million for the second quarter of 2010. The increase was primarily due to an increase in the number of injury claims incurred during the 2011 second quarter.

 

- 22 -


Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued)

 

Results of Operations (Continued)

 

Three months ended June 30, 2011 and 2010 (Continued)

Selling, general and administrative (“SG&A”) expenses for the second quarter of 2011 totaled approximately $8.9 million, an increase of $464,000 or 5.5% over the second quarter of 2010. The increase was primarily attributable to increases in management payroll, legal expenses and stock-based compensation expense.

Other income for the second quarter of 2011 was $266,000 compared to other income of $380,000 for the second quarter of 2010. Other income for the 2011 second quarter was primarily attributable to investment income earned on the Company’s cash and marketable securities. The second quarter of 2010 included gains of approximately $200,000 on the sale of certain marketable securities.

The income tax rate for the 2011 second quarter was 20.6% which included a favorable benefit from the effect of a much lower annual effective tax rate attributable to the non-taxable $10.0 million life insurance proceeds from a key man life insurance policy the Company carried on William W. Sherertz, the Company’s President and Chief Executive Officer, who passed away January 20, 2011. We expect the effective income tax rate for the balance of 2011 to remain at a rate similar to the 2011 second quarter income tax rate.

Six months ended June 30, 2011 and 2010

Net income for the six months ended June 30, 2011 amounted to $9.0 million, an improvement of $8.4 million over the net income of $556,000 for the second quarter of 2010. The improvement for the first six months ended June 30, 2011 was primarily due to the $10.0 million life insurance proceeds as well as a 15.2% increase in revenues. Diluted earnings per share for the first six months ended June 30, 2011 was $.88 compared to diluted earnings per share of $.05 for the comparable 2010 period.

Revenues for the six months ended June 30, 2011 totaled $144.8 million, an increase of approximately $19.1 million or 15.2%, which reflects an increase in the Company’s PEO service fee revenue of $19.3 million or 28.9% offset in part by a small decline in staffing services revenue of $187,000 or 0.3%. Our growth in PEO revenues was primarily attributable to new customers as PEO business from new customers during the first six months of 2011 tripled our lost PEO business from former customers compared to the first six months of 2010. PEO revenues from continuing customers reflected a 4.9% increase on a comparable six month basis. Staffing revenues decreased slightly as a result of lost business from former customers, offset in part by new staffing business during the first six months of 2011.

Gross margin for the six months ended June 30, 2011 totaled approximately $18.9 million or an increase of $1.8 million over the comparable period of 2010, primarily due to the 15.2% increase in revenues and a decline in direct payroll costs, partially offset by higher payroll taxes and benefits and workers’ compensation expense, as a percentage of revenues.

 

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued)

 

Results of Operations (Continued)

 

Six months ended June 30, 2011 and 2010 (Continued)

The decrease in direct payroll costs, as a percentage of revenues, from 35.5% for the second quarter of 2010 to 30.8% for the first six months of 2011 was primarily due to the increase in our mix of PEO services in the Company’s customer base over the 2010 six-month period and the effect of each customer’s unique mark-up percent.

Payroll taxes and benefits, as a percentage of revenues, for the six months ended June 30, 2011 was 41.9% compared to 37.8% for the comparable period of 2010. The percentage rate increase was largely due to the effect of significant growth in PEO services and to higher effective state unemployment tax rates in the majority of states in which the Company operates as compared to the same period of 2010.

Workers’ compensation expense, as a percentage of revenues, increased from 13.1% in the first six months of 2010 to 14.3% in the first six months of 2011. Workers’ compensation expense for the first six months of 2011 totaled $20.7 million, compared to $16.4 million for the first six months of 2010. The increase was primarily due to an increase in the number of injury claims incurred during the first six months of 2011.

SG&A expenses for the first six months of 2011 totaled approximately $17.7 million, an increase of $1.1 million or 6.4% over the first six months of 2010. The increase was primarily attributable to increases in management payroll, travel and legal expenses.

Other income for the first six months of 2011 was $10.7 million compared to other income of $665,000 for the first six months of 2010. The first six months of 2011 included the $10.0 million of life insurance proceeds and higher investment income, as compared to the 2010 period.

The income tax rate for the first six months of 2011 was 19.9% which included a favorable benefit from the effect of the non-taxable $10.0 million life insurance proceeds. The income tax rate for the first six months of 2010 was 32.1%. The first six months of 2010 included an additional benefit primarily from a reduction to a deferred tax asset allowance as sales of certain closed-end bond funds during the first six months of 2010 allowed the Company to apply current year capital losses to 2009 capital gains.

 

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued)

 

Factors Affecting Quarterly Results

 

The Company has historically experienced significant fluctuations in its quarterly operating results and expects such fluctuations to continue in the future. The Company’s 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 and competition for the Company’s services and the effect of acquisitions. The Company’s revenue levels may fluctuate from quarter to quarter primarily due to the impact of seasonality on its staffing services business and on certain of its PEO clients in the agriculture, food processing and construction-related industries. As a result, the Company may have greater revenues and net income in the third quarter of its fiscal year. Revenue levels in the fourth quarter may be affected by many customers’ practice of operating on holiday-shortened schedules. Payroll taxes and benefits fluctuate with the level of direct payroll costs, but tend to represent a smaller percentage of revenues and direct payroll later in the Company’s fiscal year as federal and state statutory wage limits for unemployment and social security taxes are exceeded on a per employee basis. 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. 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 position for the six months ended June 30, 2011 decreased $5.5 million from December 31, 2010, which compares to a decrease of $19.2 million for the comparable period in 2010. The decrease in cash at June 30, 2011 as compared to December 31, 2010, was primarily due to net purchases of marketable securities of $14.1 million and $1.8 million used to pay cash dividends, offset in part by net income of $9.0 million.

Net cash provided by operating activities for the six months ended June 30, 2011 amounted to $12.5 million compared to $1.6 million of net cash provided by operations for the comparable 2010 period. For the six months ended June 30, 2011, cash flow was principally provided by net income of $9.0 million together with increases in accrued payroll, payroll taxes and benefits of $22.8 million and increases in workers’ compensation claims liabilities of $1.8 million, partially offset by an increase in accounts receivable of $22.1 million.

Net cash used in investing activities for the six months ended June 30, 2011 was $15.2 million as compared to $17.0 million of net cash used in investing activities for the similar 2010 period. For the 2011 period, cash from investing activities was principally used for the purchase of marketable securities totaling $32.7 million and the purchases of restricted marketable securities of $4.0 million, partially offset by the proceeds from the sales and maturities of marketable securities of $18.6 million and $3.4 million from the proceeds of restricted marketable securities. The transactions related to restricted marketable securities were scheduled maturities and the replacement of such securities held for workers’ compensation surety deposit purposes. The Company presently has no material long-term capital commitments.

Net cash used in financing activities for the six months ended June 30, 2011 was $2.7 million as compared to $3.8 million for the similar 2010 period. For the 2011 period, the primary uses of cash for financing activities were the payment of regular quarterly cash dividends totaling $1.8 million to holders of the Company’s common stock and repurchases of the Company’s common stock totaling $923,000.

The Company’s business strategy continues to focus on growth through the expansion of operations at existing offices, together with the selective acquisition of additional personnel-related business, both in its existing markets and other strategic geographic markets. The Company periodically evaluates proposals for various acquisition opportunities, but there can be no assurance that any additional transactions will be consummated.

 

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued)

 

Liquidity and Capital Resources (Continued)

 

The Company is a party to a Standby Letter of Credit Agreement dated as of June 30, 2009 (the “Credit Agreement”) with its principal bank. The Credit Agreement provides for standby letters of credit as to which there were $6.7 million outstanding at June 30, 2011 in connection with various surety deposit requirements for workers’ compensation purposes.

Pursuant to the Credit Agreement, the Company is required to maintain compliance with the following covenants: (1) to maintain net income after taxes not less than $1.00 (one dollar) on an annual basis, determined as of each fiscal year end; (2) to maintain liquid assets (defined as unencumbered cash, cash equivalents, and publicly traded and quoted marketable securities) having an aggregate fair market value at all times not less than $10.0 million, determined as of the end of each fiscal quarter; and (3) to not borrow or permit to exist indebtedness (other than from or to the bank), or mortgage, pledge, grant, or permit to exist a security interest in, or a lien upon, all or any portion of the Company’s assets now owned or hereafter acquired, except for purchase money indebtedness (and related security interests) which does not at any time exceed $500,000. The Company was in compliance with all financial covenants at June 30, 2011.

Management expects that current liquid assets and the funds anticipated to be generated from operations 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 expenses for self-insured workers’ compensation claims.

 

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued)

 

Forward-Looking Information

 

Statements in this report which are not historical in nature, including discussion of economic conditions in the Company’s market areas and effect on revenue levels, the potential for and effect of past and future acquisitions, the effect of changes in the Company’s mix of services on gross margin, the adequacy of the Company’s workers’ compensation reserves and the effect of changes in estimate of its claims liabilities, the adequacy of the Company’s allowance for doubtful accounts, the effect of the Company’s formation and operation of two wholly owned, fully licensed captive insurance subsidiaries and becoming self-insured for certain business risks, the financial viability of the Company’s excess insurance carriers, the effectiveness of the Company’s management information systems, payment of future dividends, and the availability of financing and working capital to meet the Company’s funding requirements, are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such 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 the ability to retain current customers and attract new customers, difficulties associated with integrating acquired businesses and clients into the Company’s operations, economic trends in the Company’s service areas, material deviations from expected future workers’ compensation claims experience, the effect of changes in the workers’ compensation regulatory environment in one or more of the Company’s primary markets, collectibility of accounts receivable, the carrying values of deferred income tax assets and goodwill, which may be affected by the Company’s future operating results, the availability of capital or letters of credit necessary to meet state-mandated surety deposit requirements for maintaining the Company’s status as a qualified self-insured employer for workers’ compensation coverage, and the use of $70.2 million in cash and marketable securities, among others. The Company disclaims any obligation to update any such factors or to publicly announce the result of any revisions to any of the forward-looking statements contained herein to reflect future events or developments.

 

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 of liquid assets. As of June 30, 2011, the Company’s investment portfolio consisted principally of approximately $19.3 million in tax-exempt money market funds, $21.3 million in tax-exempt municipal bonds with an average maturity of 137 days, and approximately $28.8 million in corporate bonds. Based on the Company’s overall interest exposure at June 30, 2011, a 100 basis point increase in market interest rates would not have a material effect on the fair value of the Company’s investment portfolio of liquid assets or its results of operations because of the predominantly short maturities of the securities within the investment portfolio.

 

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

As of June 30, 2011 the Company carried out an evaluation, under the supervision and with the participation of the Company’s management, including the Company’s Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company’ disclosure controls and procedures, as defined in Rule 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934. Based on the evaluation, the Company’s Chief Executive Officer and Chief Financial Officer have concluded that the Company’s disclosure controls and procedures are effective to ensure that information required to be disclosed by the Company in the reports it files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms and is accumulated and communicated to our management as appropriate to allow timely decisions regarding required disclosure.

 

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Item 4. Controls and Procedures (Continued)

 

Previously Reported Material Weakness in Internal Control over Financial Reporting

 

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis. In connection with management’s assessment of our internal control over financial reporting, we had identified a material weakness in our internal control over financial reporting as of December 31, 2010 as described below.

Previously Reported Material Weakness: The Company did not have effective controls to provide assurance as to the appropriate selection and implementation of accounting methods with respect to accounting for its legal fees incurred by its captive insurance subsidiary for the administration of workers’ compensation claims. This material weakness resulted in the adjustment of workers’ compensation claims liabilities, deferred taxes, workers’ compensation expense (which is a component of cost of revenues), and income tax expense. The restatement of certain periods of the Company’s consolidated financial statements is included in our Annual Report on Form 10-K for the year ended December 31, 2010 and in Item 1 of Part I of this report.

As a result of the material weakness in internal control over financial reporting described above, management concluded that the Company’s internal control over financial reporting was not effective as of December 31, 2010 based on the criteria in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission.

For additional information regarding the restatements of certain of the Company’s historical financial results and the material weakness identified by management, see “Item 9A. Controls and Procedures” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2010, filed on April 1, 2011 with the Securities and Exchange Commission.

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 Company’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting, except for the remediation steps to address the material weakness in its internal control over financial reporting described above. Specifically, the following steps are being implemented:

 

   

Management has formalized the Company’s process for reviewing, approving and updating its accounting policies;

 

   

Management has formalized the Company’s process for reviewing and establishing appropriate accounting policies when forming a new subsidiary; and

 

   

Management has implemented steps to improve the industry specific accounting knowledge of the Company’s accounting personnel.

 

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Item 4. Controls and Procedures (Continued)

 

Changes in Internal Control Over Financial Reporting (Continued)

 

Under the direction of the Audit Committee, management will continue to review and make any changes it deems necessary to the overall design of the Company’s internal control over financial reporting, including implementing improvements in policies and procedures.

We are committed to a strong internal control environment, and believe that, when fully implemented, these remediation actions will represent significant improvements in the Company’s accounting function. The Company anticipates that it will complete its testing of the additional internal control processes designed to remediate this material weakness prior to the end of 2011. We will continue to assess the effectiveness of our remediation efforts in connection with management’s future evaluations of internal control over financial reporting.

 

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Part II – Other Information

 

Item 1A. Risk Factors

There have been no material changes in our risk factors from those disclosed in our 2010 Annual Report on Form 10-K.

 

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

The following table summarizes information related to stock repurchases during the quarter ended June 30, 2011.

 

Month

  

Total

Number of

Shares

Repurchased

 

Average Price

Paid

Per Share

  

Total Number of

Shares Repurchased

as Part of Publicly
Announced Plan (1)

  

Maximum Number of

Shares that May Yet

Be Repurchased

Under the Plan (1)

April    0   $        0    0    1,543,600
May    0   0    0    1,543,600
June    61,398   14.13    61,398    1,482,200
  

 

    

 

  

Total

   61,398      61,398   
  

 

    

 

  

 

(1) In November 2006, the Board adopted a stock repurchase program and authorized the repurchase of up to 500,000 shares of the Company’s stock from time to time in open market purchases. In November 2007, the Board approved an increase in the authorized shares to be repurchased up to 1.0 million shares. In October 2008, the Board approved a second increase in the authorized shares to be repurchased up to 3.0 million shares.

 

Item 6. Exhibits

The exhibits filed with this report are listed in the Exhibit Index following the signature page of this report.

 

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

  

BARRETT BUSINESS SERVICES, INC.

(Registrant)

 

Date: August 9, 2011

  

/s/ James D. Miller

 
   James D. Miller  
   Vice President-Finance, Treasurer and Secretary  
   (Principal Financial and Accounting Officer)  

 

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EXHIBIT INDEX

 

Exhibit

    

  31.1

 

Certification of the Chief Executive Officer under Rule 13a-14(a).

  31.2

 

Certification of the Chief Financial Officer under Rule 13a-14(a).

  32

 

Certification pursuant to 18 U.S.C. Section 1350.

101.

 

INS XBRL Instance Document *

101.

 

SCH XBRL Taxonomy Extension Schema Document *

101.

 

CAL XBRL Taxonomy Extension Calculation Linkbase Document *

101.

 

LAB XBRL Taxonomy Extension Label Linkbase Document *

101.

  PRE XBRL Taxonomy Extension Presentation Linkbase Document *

 

* Pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, or Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.

 

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