Form: 10-Q

Quarterly report pursuant to Section 13 or 15(d)

November 13, 2001

10-Q: Quarterly report pursuant to Section 13 or 15(d)

Published on November 13, 2001


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 September 30, 2001
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 (IRS Employer
incorporation or organization) Identification No.)

4724 SW Macadam Avenue
Portland, Oregon 97201
(Address of principal executive offices) (Zip Code)

(503) 220-0988
(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 [ ]

Number of shares of Common Stock, $.01 par value, outstanding at October 31,
2001 was 6,006,298 shares.


BARRETT BUSINESS SERVICES, INC.


INDEX

Part I - Financial Information Page
----

Item 1. Financial Statements

Balance Sheets - September 30, 2001 and
December 31, 2000................................................3

Statements of Operations - Three Months
Ended September 30, 2001 and 2000................................4

Statements of Operations - Nine Months
Ended September 30, 2001 and 2000................................5

Statements of Cash Flows - Nine Months
Ended September 30, 2001 and 2000................................6

Notes to Financial Statements....................................7

Item 2. Management's Discussion and Analysis of
Financial Condition and Results of
Operations......................................................10

Item 3. Quantitative and Qualitative Disclosure About
Market Risk.....................................................16


Part II - Other Information

Item 6. Exhibits and Reports on Form 8-K................................17


Signatures .................................................................18


Exhibit Index................................................................19

2
PART I - FINANCIAL INFORMATION


ITEM 1. FINANCIAL STATEMENTS


BARRETT BUSINESS SERVICES, INC.
Balance Sheets
(Unaudited)
(In thousands, except per share amounts)


September December
30, 31,
2001 2000
----------- ----------
ASSETS
Current assets:

Cash and cash equivalents $ 784 $ 516
Trade accounts receivable, net 17,771 20,660
Prepaid expenses and other 1,312 1,222
Deferred tax assets 2,511 2,702
------- -------
Total current assets 22,378 25,100

Intangibles, net 19,374 20,982
Property and equipment, net 6,335 7,177
Restricted marketable securities and workers'
compensation deposits 4,142 4,254
Unrestricted marketable securities 1,286 1,386
Deferred tax assets 1,110 839
Other assets 1,418 1,374
------- -------
$ 56,043 $ 61,112
======= =======

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
Current portion of long-term debt $ 873 $ 2,939
Line of credit 3,615 2,628
Accounts payable 774 1,013
Accrued payroll, payroll taxes and related benefits 8,208 7,893
Workers' compensation claims and safety incentive
liabilities 5,080 5,274
Other accrued liabilities 496 1,622
------- -------
Total current liabilities 19,046 21,369

Long-term debt, net of current portion 360 1,508
Customer deposits 531 614
Long-term workers' compensation claims liabilities 669 682
Other long-term liabilities 2,158 2,022
------- -------
22,764 26,195
------- -------
Commitments and contingencies

Stockholders' equity:
Common stock, $.01 par value; 20,500 shares
authorized, 6,063 and 6,451 shares issued and outstanding 61 64
Additional paid-in capital 3,905 5,387
Retained earnings 29,313 29,466
------- -------
33,279 34,917
------- -------
$ 56,043 $ 61,112
======= =======


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

3


BARRETT BUSINESS SERVICES, INC.
Statements of Operations
(Unaudited)
(In thousands, except per share amounts)


Three Months Ended
September 30,
----------------------
2001 2000
---------- ----------
Revenues:

Staffing services $ 33,538 $ 49,881
Professional employer services 24,744 30,863
---------- ----------
58,282 80,744
---------- ----------
Cost of revenues:
Direct payroll costs 45,271 62,865
Payroll taxes and benefits 4,611 6,564
Workers' compensation 2,426 3,401
---------- ----------
52,308 72,830
---------- ----------
Gross margin 5,974 7,914

Selling, general and administrative expenses 4,741 6,128
Depreciation and amortization 818 820
---------- ----------
Income from operations 415 966
---------- ----------
Other (expense) income:
Interest expense (87) (210)
Interest income 72 86
Other, net - 2
---------- ----------
(15) (122)
---------- ----------

Income before provision for income taxes 400 844
Provision for income taxes 158 344
---------- ----------
Net income $ 242 $ 500
========== ==========
Basic earnings per share $ .04 $ .07
========== ==========
Weighted average number of basic shares
outstanding 6,152 7,236
========== ==========
Diluted earnings per share $ .04 $ .07
========== ==========
Weighted average number of diluted shares
outstanding 6,180 7,276
========== ==========


4


BARRETT BUSINESS SERVICES, INC.
Statements of Operations
(Unaudited)
(In thousands, except per share amounts)


Nine Months Ended
September 30,
----------------------
2001 2000
---------- ----------
Revenues:

Staffing services $ 94,759 $ 149,346
Professional employer services 71,227 105,022
---------- ----------
165,986 254,368
---------- ----------
Cost of revenues:
Direct payroll costs 128,654 198,024
Payroll taxes and benefits 13,794 21,788
Workers' compensation 7,044 9,261
---------- ----------
149,492 229,073
---------- ----------
Gross margin 16,494 25,295

Selling, general and administrative expenses 14,269 19,077
Depreciation and amortization 2,469 2,373
---------- ----------
(Loss) income from operations (244) 3,845
---------- ----------
Other (expense) income:
Interest expense (295) (669)
Interest income 226 258
Other, net 46 6
---------- ----------
(23) (405)
---------- ----------
(Loss) income before provision for income taxes (267) 3,440
(Benefit from) provision for income taxes (114) 1,402
---------- ----------
Net (loss) income $ (153) $ 2,038
========== ==========
Basic (loss) earnings per share $ (.02) $ .28
========== ==========
Weighted average number of basic shares
outstanding 6,268 7,371
========== ==========
Diluted (loss) earnings per share $ (.02) $ .27
========== ==========

Weighted average number of diluted shares
outstanding 6,268 7,415
========== ==========


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

5



BARRETT BUSINESS SERVICES, INC.
Statements of Cash Flows
(Unaudited)
(In thousands)

Nine Months Ended
September 30,
---------------------
2001 2000
---------- ----------
Cash flows from operating activities:

Net (loss) income $ (153) $ 2,038
Reconciliations of net (loss) income to cash from
operations:
Depreciation and amortization 2,469 2,373
Gain on sale of property (46) -
Changes in certain assets and liabilities:
Trade accounts receivable, net 2,889 4,249
Prepaid expenses and other (90) 366
Deferred tax assets (80) (1,323)
Accounts payable (239) (283)
Accrued payroll, payroll taxes and related
benefits 315 (1,271)
Workers' compensation claims and safety incentive
liabilities (194) 499
Income taxes payable - 268
Other accrued liabilities (1,126) 686
Customer deposits and long-term workers'
compensation liabilities and other assets, net (140) (429)
Other long-term liabilities 136 239
--------- ----------
Net cash provided by operating activities 3,741 7,412
--------- ----------

Cash flows from investing activities:
Cash paid for acquisitions, including other direct
costs - (67)
Proceeds from sale of property 266 -
Purchase of fixed assets (239) (1,100)
Proceeds from maturities of marketable securities 272 992
Purchase of marketable securities (60) (670)
--------- ----------

Net cash provided by (used in) investing activities 239 (845)
--------- ----------

Cash flows from financing activities:
Net proceeds from (payments on) credit-line
borrowings 987 (1,967)
Payments on long-term debt (3,214) (1,859)
Payment of notes payable - (865)
Repurchase of common stock (1,485) (2,103)
Proceeds from exercise of stock options - 28
--------- ----------

Net cash used in financing activities (3,712) (6,766)
--------- ----------

Net increase (decrease) in cash and cash
equivalents 268 (199)

Cash and cash equivalents, beginning of period 516 550
--------- ----------
Cash and cash equivalents, end of period $ 784 $ 351
========= ==========


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

6


BARRETT BUSINESS SERVICES, INC.
Notes to Financial Statements

Note 1 - Basis of Presentation Of Interim Period Statements:

The accompanying financial statements are unaudited and have been prepared
by Barrett Business Services, Inc. (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 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 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 financial statements should be read in
conjunction with the audited financial statements and notes thereto included in
the Company's 2000 Annual Report on Form 10-K at pages F1 - F20. The results of
operations for an interim period are not necessarily indicative of the results
of operations for a full year.

Note 2 - Recent Accounting Pronouncements:

In July 2001, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standard No. 141 ("SFAS 141") "Business Combinations" and
No. 142 ("SFAS 142"), "Goodwill and Other Intangible Assets." The Company's
adoption date for SFAS 141 is immediate and the anticipated adoption date for
SFAS 142 is January 1, 2002. With respect to SFAS 142, the Company will perform
a goodwill impairment test as of the adoption date as required. Thereafter, the
Company will perform a goodwill impairment test annually and whenever events or
circumstances occur indicating that goodwill might be impaired. Amortization of
goodwill, including goodwill recorded in past business combinations, will cease.
The Company has not yet determined what the impact from SFAS 142 will be on its
results of operations and financial position.


Note 3 - Provision For Income Taxes:

Deferred tax assets (liabilities) are comprised of the following components
(in thousands):


September December
30, 31,
2001 2000
----------- -----------
Gross deferred tax assets:


Workers' compensation claims and safety
incentive liabilities $ 2,200 $ 2,206
Allowance for doubtful accounts 101 205
Amortization of intangibles 605 519
Deferred compensation 438 408
Other 372 289
----------- -----------
3,716 3,627
Gross deferred tax liabilities:
Tax depreciation in excess of book depreciation (95) (86)
----------- -----------
Net deferred tax assets $ 3,621 $ 3,541
=========== ===========


7


BARRETT BUSINESS SERVICES, INC.
Notes to Financial Statements (Continued)


Note 3 - Provision For Income Taxes (Continued):

The (benefit from) provision for income taxes for the nine months ended
September 30, 2001 and 2000 is as follows (in thousands):


Nine Months Ended
September 30,
--------------------
2001 2000
--------- ---------
Current:
Federal $ (2) $ 2,109
State (1) 616
--------- ---------
(3) 2,725
--------- ---------
Deferred:
Federal (88) (1,091)
State (23) (232)
--------- ---------
(111) (1,323)
--------- ---------

(Benefit from) provision for income taxes $ (114) $ 1,402
========= =========


Note 4 - Stock Incentive Plan:

The Company has a Stock Incentive Plan (the "Plan") which provides for
stock-based awards to the Company's employees, directors and outside consultants
or advisers. The number of shares of common stock reserved for issuance under
the Plan is 1,550,000.

The following table summarizes options granted under the Plan in 2001:

Outstanding at December 31, 2000 955,662 $1.93 to $17.94

Options granted 97,373 $1.45 to $3.87
Options exercised -
Options voluntarily surrendered (797,229) $6.00 to $17.94
Options canceled or expired (13,600) $6.50 to $8.91
----------

Outstanding at September 30, 2001 242,206 $1.45 to $17.75
----------

Exercisable at September 30, 2001 135,319
----------

Available for grant at September 30, 2001 1,083,360
----------

The options listed in the table generally become exercisable in four equal
annual installments beginning one year after the date of grant.


8
BARRETT BUSINESS SERVICES, INC.
Notes to Financial Statements (Continued)

Note 4 - Stock Incentive Plan (Continued):

On August 22, 2001, the Company offered to all optionees who held options
with an exercise price of more than $5.85 per share (covering a total of 812,329
shares), the opportunity to voluntarily return for cancellation without payment
any stock option award with an exercise price above that price. At the close of
the offer period on September 20, 2001, stock options for a total of 797,229
shares were voluntarily surrendered for cancellation. The Compensation Committee
of the Company's board of directors may consider whether or not to grant
stock-based awards under the Plan to optionees who surrendered stock options
during the above offer period after March 21, 2002.

Certain of the Company's zone and branch management employees elect to
receive a portion of their quarterly cash profit sharing distribution in the
form of nonqualified deferred compensation stock options. Such options are
awarded at a sixty percent discount from the then-fair market value of the
Company's stock and are fully vested and immediately exercisable upon grant.
Such discounts are recorded as compensation expense within selling, general and
administrative expenses. The amount of the grantee's deferred compensation
(discount from fair market value) is subject to market risk. During the first
nine months of 2001, the Company awarded deferred compensation stock options for
7,811 shares at an exercise price of $1.45 per share.


9


BARRETT BUSINESS SERVICES, INC.


ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

Results of Operations
- ---------------------

The following table sets forth the percentages of total revenues
represented by selected items in the Company's Statements of Operations for the
three and nine months ended September 30, 2001 and 2000.

Percentage of Total Revenues
------------------------------------
Three Months Nine Months
Ended Ended
September 30, September 30,
---------------- ----------------
2001 2000 2001 2000
------- ------- ------- -------
Revenues:
Staffing services 57.5 % 61.8 % 57.1 % 58.7 %
Professional employer services 42.5 38.2 42.9 41.3
------- ------- ------- -------

100.0 100.0 100.0 100.0
------- ------- ------- -------
Cost of revenues:
Direct payroll costs 77.7 77.9 77.5 77.9

Payroll taxes and benefits 7.9 8.1 8.3 8.6

Workers' compensation 4.2 4.2 4.3 3.6
------- ------- ------- -------
Total cost of revenues 89.8 90.2 90.1 90.1
------- ------- ------- -------

Gross margin 10.2 9.8 9.9 9.9

Selling, general and administrative
expenses 8.1 7.6 8.6 7.5

Depreciation and amortization 1.4 1.0 1.5 0.9
------- ------- ------- -------

Income (loss) from operations 0.7 1.2 (0.2) 1.5

Other expense - (0.2) - (0.2)
------- ------- ------- -------

Income (loss) before provision for
income taxes 0.7 1.0 (0.2) 1.3

Provision for (benefit from) income
taxes 0.3 0.4 (0.1) 0.5
------- ------- ------- -------

Net income (loss) 0.4 % 0.6 % (0.1) % 0.8 %

======= ======= ======= =======

Three Months Ended September 30, 2001 and 2000

Net income for the third quarter of 2001 was $242,000, a decline of $258,000
from net income of $500,000 for the third quarter of 2000. The decline for the
third quarter of 2001 was attributable to lower gross margin dollars as a result
of a 27.8% decrease in revenue, offset in part by a 22.6% reduction in selling,
general and administrative expenses. Basic and diluted earnings per share for
the third quarter of 2001 were $.04 as compared to basic and diluted earnings
per share of $.07 for the third quarter of 2000. Cash flow per share (defined as
net income plus depreciation and amortization divided by weighted average
diluted shares outstanding) for the 2001 third quarter totaled $.17 as compared
to $.18 for the 2000 third quarter.

10


ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS (CONTINUED)

Results of Operations (Continued)
- ---------------------------------

Revenues for the third quarter of 2001 totaled approximately $58.3 million,
a decrease of approximately $22.4 million or 27.8% from the third quarter of
2000. The decrease in revenues reflects the general softening of business
conditions in the Company's market areas, particularly in the Company's Northern
California operations, which accounted for approximately 42% of the decline in
total revenues. The Company's Northern California operations have been adversely
affected by the significant downturn in the "high-tech" industry and related
sectors.

Staffing services revenue decreased approximately $16.3 million or 32.8%
primarily due to a decline in demand for personnel in the majority of areas in
which the Company does business. Professional employer ("PEO") services revenue
decreased approximately $6.1 million or 19.8%, which was primarily due to a
30.3% decline in the Company's Oregon operations resulting from a softening in
demand from existing customers, coupled with management's decision to
discontinue the Company's business relationship with customers who generated
insufficient margins. The larger decline in staffing services revenue resulted
in a decrease in the share of staffing services from 61.8% of total revenues for
the third quarter of 2000 to 57.5% for the third quarter of 2001. The share of
revenues for PEO services had a corresponding increase from 38.2% of total
revenues for the third quarter of 2000 to 42.5% for the third quarter of 2001.

Gross margin for the third quarter of 2001 totaled approximately $6.0
million, which represented a decrease of $1.9 million or 24.5% from the third
quarter of 2000 primarily resulting from the 27.8% decline in revenues
experienced in the third quarter of 2001. The gross margin percent increased
from 9.8% of revenues for the third quarter of 2000 to 10.2% for the third
quarter of 2001. The increase in the gross margin percentage was due to lower
direct payroll costs, lower payroll taxes and benefits and slightly lower
workers' compensation expense, as a percentage of revenues. The decrease in
direct payroll costs, as a percentage of revenues, for the third quarter of 2001
was primarily due to substantial decreases in contract staffing and on-site
management, which generally have a lower mark-up rate (and thus higher direct
payroll costs as a percentage of revenues) relative to other services provided
by the Company, and to a lesser extent to higher mark-up rates charged by the
Company for its services. The decline in payroll taxes and benefits, as a
percentage of revenues for the third quarter of 2001, was primarily due to a
reduction in state unemployment tax rates in various states in which the Company
operates as compared to the third quarter of 2000. Workers' compensation expense
for the third quarter of 2001 totaled $2.4 million or 4.2% of revenues, which
compares to $3.4 million or 4.2% of revenues for the third quarter of 2000.

Selling, general and administrative ("SG&A") expenses for the 2001 third
quarter amounted to approximately $4.7 million, a decrease of $1.4 million or
22.6% from the comparable period in 2000. SG&A expenses, expressed as a
percentage of revenues, increased from 7.6% for the third quarter of 2000 to
8.1% for the third quarter of 2001. The decrease in total dollars from 2000 was
primarily attributable to branch office reductions in management personnel and
related expenses as a result of the downturn in business.

11



ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS (CONTINUED)

Results of Operations (Continued)
- ---------------------------------

Depreciation and amortization totaled $818,000 or 1.4% of revenues for the
third quarter of 2001, as compared to $820,000 or 1.0% of revenues for the same
period in 2000. The expense level remained similar in terms of total dollars
primarily due to a low level of capital expenditures since the third quarter of
2000.

Other expense totaled $15,000 for the third quarter of 2001, which compares
to $122,000 of other expense for the third quarter of 2000. The decrease in
other expense was primarily attributable to a reduction in net interest expense
of $123,000 due to lower debt levels during the third quarter of 2001 as
compared to the same quarter of 2000.

The Company offers various qualified employee benefit plans to its
employees, including its worksite employees. These qualified employee benefit
plans include a savings plan under Section 401(k) of the Internal Revenue Code
(the "Code"), a cafeteria plan under Code Section 125, a group health plan, a
group life insurance plan, a group disability insurance plan and an employee
assistance plan. Generally, qualified employee benefit plans are subject to
provisions of both the Code and the Employee Retirement Income Security Act
("ERISA"). In order to qualify for favorable tax treatment under the Code,
qualified plans must be established and maintained by an employer for the
exclusive benefit of its employees. In the event the tax exempt status of the
Company's benefit plans were to be discontinued and the benefit plans were to be
disqualified, such actions could have a material adverse effect on the Company's
business, financial condition and results of operations. Reference is made to
pages 18-19 of the Company's 2000 Annual Report on Form 10-K for a more detailed
discussion of this issue.

Nine Months Ended September 30, 2001 and 2000

Net loss for the nine months ended September 30, 2001 was $153,000, a decline of
$2,191,000 from net income of $2,038,000 for the same period in 2000. The
decrease in net income was attributable to lower gross margin dollars primarily
resulting from a 34.7% decrease in revenues, partially offset by a 25.2%
reduction in SG&A expenses and a 94.3% reduction in other expenses. Basic and
diluted loss per share for the first nine months of 2001 were $.02 as compared
to basic and diluted earnings per share of $.28 and $.27, respectively, for the
same period of 2000. Cash flow per share (defined as net income plus
depreciation and amortization divided by weighted average diluted shares
outstanding) for the nine months ended September 30, 2001 totaled $.37 as
compared to $.59 for the similar 2000 period.

Revenues for the nine months ended September 30, 2001 totaled approximately
$166.0 million, a decrease of approximately $88.4 million or 34.7% from the
similar period in 2000. The decrease in total revenues was primarily due to the
continued softening of business conditions in the Company's market areas,
particularly in the Company's Northern California operations, which accounted
for approximately 48.0% of the decline in total revenues for the first nine
months of 2001.

Gross margin for the nine months ended September 30, 2001 totaled
approximately $16.5 million, which represented a decrease of $8.8 million or
34.8% from the similar period of 2000. The gross margin percent of 9.9% of
revenues for the nine-month period of 2001 remained constant with the same
period of 2000 as decreases in direct payroll costs and payroll taxes and
benefits were offset by higher workers' compensation expense, as a percentage of

12


ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS (CONTINUED)

Results of Operations (Continued)
- ---------------------------------

revenues. The decrease in direct payroll costs, as a percentage of revenues, was
attributable to decreases in contract staffing and on-site management, of which
payroll generally represents a higher percentage of revenues, and to a lesser
extent to increases in the rates the Company charges for its services. The
decrease in payroll taxes and benefits for the nine-month period of 2001 was
primarily attributable to lower state unemployment tax rates in various states
in which the Company operates as compared to the nine-month period of 2000.
Workers' compensation expense for the nine months ended September 30, 2001
totaled $7.0 million or 4.3% of revenues, which compares to $9.3 million or 3.6%
of revenues for the similar period of 2000. The increase in the percentage of
revenues for the 2001 period was primarily due to higher estimates for the cost
of claims, as the number of claims declined compared to the same period in 2000.

SG&A expenses for the nine months ended September 30, 2001 amounted to
approximately $14.3 million, a decrease of $4.8 million or 25.2% from the
similar period of 2000. SG&A expenses, expressed as a percentage of revenues,
increased from 7.5% for the nine-month period of 2000 to 8.6% for the same
period of 2001. The decrease in total SG&A dollars was primarily due to
reductions in branch management personnel and related expenses as a result of
the downturn in business.

Depreciation and amortization totaled $2.5 million or 1.5% of revenues for
the nine months ended September 30, 2001, which compares to $2.4 million or 0.9%
of revenues for the same period of 2000. The increased expense was primarily due
to recognizing a full nine months of expense during 2001 as a result of the
March 1, 2000 implementation of the Company's new information system.

Other expense totaled $23,000 for the nine-month period ended September 30,
2001, which compares to $405,000 or 0.2% of revenues for the comparable 2000
period. The decrease in expense was primarily due to a reduction in net interest
expense attributable to lower debt levels during the first nine months of 2001
as compared to the similar period of 2000.

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 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 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 and forest
products-related industries. As a result, the Company may have greater revenues
and net income in the third and fourth quarters of its fiscal year. 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 by some employees. Workers'
compensation expense varies with both the frequency and severity of workplace
injury claims reported during a quarter, as well as adverse loss development of
prior period claims during a subsequent quarter.

13


ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS (CONTINUED)

Liquidity and Capital Resources
- -------------------------------

The Company's cash position of $784,000 at September 30, 2001 increased by
$268,000 over December 31, 2000, which compares to a decrease of $199,000 for
the comparable period in 2000. The increase in cash at September 30, 2001, as
compared to December 31, 2000, was primarily attributable to cash provided by
operating activities, offset in part by payments on long-term debt and
repurchases of the Company's common stock.

Net cash provided by operating activities for the nine months ended
September 30, 2001 amounted to $3,741,000, as compared to $7,412,000 for the
comparable 2000 period. For the 2001 period, cash flow was generated by a
$2,889,000 decrease in trade accounts receivable, together with depreciation and
amortization, offset in part by decreases in other accrued liabilities and
accounts payable.

Net cash provided by investing activities totaled $239,000 for the nine
months ended September 30, 2001, as compared to $845,000 net cash used in
investing activities for the similar 2000 period. For the 2001 period, the
principal source of cash provided by investing activities was from net proceeds
of $272,000 from maturities of marketable securities and $266,000 of proceeds
associated with the sale of a Company-owned office condominium, offset in part
by purchases of office equipment. The Company presently has no material
long-term capital commitments.

Net cash used in financing activities for the nine-month period ended
September 30, 2001 was $3,712,000, compared to $6,766,000 net cash used in
financing activities for the similar 2000 period. For the 2001 period, the
principal use of cash for financing activities was $3,214,000 of payments made
on long-term debt, primarily related to the $8,000,000 three-year term loan in
connection with the Company's 1999 acquisition of Temporary Skills Unlimited,
Inc., and $1,485,000 used to repurchase the Company's common stock.

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 businesses, both in its existing
markets and other strategic geographic areas. The Company periodically explores
proposals for various acquisition opportunities, but there can be no assurance
that any additional transactions will be consummated.

The Company maintains a credit arrangement with its principal bank which
provides for (1) borrowings on a revolving credit facility up to the lesser of
(i) $13.0 million or (ii) 65 percent of total trade accounts receivable at the
end of any fiscal quarter, and (2) a security interest in all trade accounts
receivable. This facility, which expires July 1, 2002, includes a subfeature for
standby letters of credit in connection with certain workers' compensation
surety arrangements, as to which approximately $3.9 million were outstanding as
of September 30, 2001. Manage-ment expects that the funds anticipated to be
generated from operations, together with the bank-provided credit facility and
other potential sources of financing, will be sufficient in the aggregate to
fund the Company's working capital needs for the foreseeable future.


14


ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS (CONTINUED)

Liquidity and Capital Resources (Continued)
- -------------------------------------------

In February 1999, the Company's board of directors authorized a stock
repurchase program to repurchase common shares from time to time in open market
purchases. Since inception, the board of directors has approved six increases in
the total number of shares or dollars authorized to be repurchased under the
program. As of November 7, 2001, the repurchase program had authorized
availability of $865,000 for the repurchase of additional shares. During the
first nine months of 2001, the Company repurchased 388,000 shares at an
aggregate price of $1,485,000. Since the inception of the repurchase program
through November 7, 2001, the Company has repurchased 1,681,800 shares for an
aggregate price of $7,766,000. Management anticipates that the capital necessary
to continue this program will be provided by existing cash balances and other
available resources.

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.

Forward-Looking Information
- ---------------------------

Statements in this report which are not historical in nature, including
discussion of economic conditions in the Company's market areas, the potential
for and effect of recent 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 allowance for doubtful accounts, the
effectiveness of the Company's management information systems, the tax-qualified
status of the Company's 401(k) savings plan 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 results 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 difficulties associated with integrating acquired
businesses and clients into the Company's operations, economic trends in the
Company's service areas, the effect of power shortages in California and the
Pacific Northwest on the Company's customers, uncertainties regarding government
regulation of PEOs, including the possible adoption by the IRS of an unfavorable
position as to the tax-qualified status of employee benefit plans maintained by
PEOs, future workers' compensation claims experience, and the availability of
and costs associated with potential sources of financing. 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.

15


ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The Company's exposure to market risk for changes in interest rates
primarily relates to the Company's short-term and long-term debt obligations. As
of September 30, 2001, the Company had interest-bearing debt obligations of
approximately $6.0 million, of which approximately $4.4 million bears interest
at a variable rate and approximately $1.6 million at a fixed rate of interest.
The variable rate debt is comprised of approximately $3.6 million outstanding
under a secured revolving credit facility, which bears interest at the prime
rate less 1.70%. The Company also has a secured term note due May 31, 2002, with
its principal bank, which bears interest at LIBOR plus 1.35%. Based on the
Company's overall interest exposure at September 30, 2001, a 10 percent change
in market interest rates would not have a material effect on the fair value of
the Company's long-term debt or its results of operations. As of September 30,
2001, the Company had not entered into any interest rate instruments to reduce
its exposure to interest rate risk.



16


PART II - OTHER INFORMATION


Item 6. Exhibits and Reports on Form 8-K

(a) The exhibits filed herewith are listed in the Exhibit Index
following the signature page of this report.

(b) No Current Reports on Form 8-K were filed by the Registrant
during the quarter ended September 30, 2001.


17


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: November 9, 2001 By: /s/ Michael D. Mulholland
-----------------------------
Michael D. Mulholland
Vice President - Finance
(Principal Financial Officer)


18


EXHIBIT INDEX

Exhibit

11. Statement of Calculation of Basic and Diluted Common Shares Outstanding


19