10-Q: Quarterly report pursuant to Section 13 or 15(d)
Published on August 16, 1994
THIS DOCUMENT IS A COPY OF THE FORM 10-Q
FOR THE PERIOD ENDED JUNE 30, 1994,
FILED ON AUGUST 16, 1994, PURSUANT TO
RULE 201 TEMPORARY HARDSHIP EXEMPTION.
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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, 1994
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 report), 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
June 30, 1994: 6,328,000 shares.
BARRETT BUSINESS SERVICES, INC.
INDEX
Page
Part I - Financial Information
Item 1. Financial Statements
Balance Sheet - June 30, 1994 and December 31, 1993 . 3
Statement of Operations - Three Months and Six
Months Ended June 30, 1994 and 1993. . . . . . . . 4
Statement of Cash Flows - Six Months
Ended June 30, 1994 and 1993 . . . . . . . . . . . 5
Notes to Financial Statements . . . . . . . . . . . . 6
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations . . . . 9
Part II - Other Information
Item 4. Submission of Matters to a Vote
of Security Holders . . . . . . . . . . . . . . . . .14
Item 6. Exhibits and Reports on Form 8-K . . . . . . .14
Signatures . . . . . . . . . . . . . . . . . . . . . . . . .15
Exhibit Index. . . . . . . . . . . . . . . . . . . . . . . .16
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. ("Company")
pursuant to the rules and regulations of the Securities and
Exchange Commission. Certain information and footnote
disclosures typically included in financial statements prepared
in accordance with generally accepted accounting principles 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 financial statements should be read in
conjunction with the audited financial statements and notes
thereto included in 1993 Form 10-K filed with the Securities and
Exchange Commission. The results of operations for an interim
period are not necessarily indicative of the results of
operations for a full year.
NOTE 2 - ACQUISITIONS:
On February 27, 1994, the Company purchased
substantially all of the assets of Personnel Management
Consulting, Inc., a company engaged in the temporary services
business in Maryland and Delaware. Of the $270,000 purchase
price, the Company paid $42,000 in cash and issued 12,000 shares
of its common stock with a fair market value of $228,000 at date
of purchase. The acquisition was accounted for under the
purchase method of accounting resulting in approximately $241,000
of intangible assets and $29,000 in fixed assets.
On March 7, 1994, the Company purchased certain assets
of Golden West Temporary Services (Golden West), a company in the
temporary services business with offices in Santa Clara, San
Jose, Fremont, and Mountain View, California. The purchase price
of $4,514,000 was paid by liquidating a portion of the Company's
short-term marketable securities. The Company accounted for the
acquisition under the purchase method of accounting resulting in
approximately $4,425,000 of intangible assets and $89,000 of
fixed assets.
Intangible assets related to the acquisition are being
amortized over their estimated useful lives of fifteen years.
NOTE 3 - INCOME TAX BENEFIT, PROVISION FOR INCOME TAXES AND PRO
FORMA PROVISION FOR INCOME TAXES:
A pro forma provision for income taxes that would have
been recorded if the Company had been a C corporation for all
periods presented is provided for comparative purposes. The
benefit from income taxes includes benefits arising from net
cumulative temporary differences in the timing of reporting
certain deductible items for financial statement and income tax
purposes in accordance with Statement of Financial Accounting
Standards (SFAS) No. 109, "Accounting for Income Taxes." In
conjunction with the termination of the Company's S corporation
status on April 30, 1993, a cumulative net deferred tax asset of
$505,000 was established with an offsetting credit to the income
tax benefit.
Deferred tax assets (liabilities) are comprised of the
following components (in thousands):
The provision for income taxes for the six months ended
June 30, 1994, is as follows (in thousands):
NOTE 4 - STOCK INCENTIVE PLAN:
As of March 1, 1993, the Company adopted a stock
incentive plan ("Plan") which provides for stock-based awards to
the Company's employees, directors and outside consultants or
advisers. As of April 20, 1994, the Company increased the number
of shares reserved from 500,000 to 800,000 shares of common stock
for issuance under the Plan. An award of 4,000 restricted shares
was granted under the Plan in June 1993.
The following table summarizes options granted under the
Plan in 1994:
The options listed in the table will become exercisable in four
equal annual installments beginning one year after the date of
grant.
NOTE 5 - NET INCOME PER SHARE AND STOCK SPLIT:
Net income per share is computed based on the weighted
average number of shares outstanding during the period after
giving effect to stock options and warrants which are considered
to be common stock equivalents as such securities aggregate more
than 3% of shares outstanding and thus are considered dilutive.
On April 20, 1994, the board of directors of the Company
approved a 2-for-1 stock split in the form of a stock dividend
payable May 23, 1994, to holders of record of its shares at the
close of business on May 2, 1994, ("Record Date"), at the rate of
one new share for each share outstanding on the Record Date.
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 statement
of operations for the periods indicated.
SIX MONTHS ENDED JUNE 30, 1994 AND 1993
TEMPORARY AND STAFF LEASING SERVICES REVENUES. Total
revenues increased $16,282,000 (35.5%) to $62,203,000 for the six
months ended June 30, 1994, compared to the comparable period of
the prior year. The increase in total revenues was attributable
to growth in temporary services revenues and staff leasing
services revenues of $11,545,000 (61.2%) and $4,737,000 (17.5%),
respectively.
Approximately 70% of the increase in temporary services
revenues was due to the acquisition of two temporary services
businesses, and the balance to the Company's ongoing internal
sales program. The acquired companies had total revenues of
approximately $25,000,000 during 1993.
The increase in staff leasing services revenues for the
six months ended June 30, 1994, compared to the same period of
1993, is primarily attributable to the addition of new clients in
Oregon. The Company markets its staff leasing services through
its Oregon and Maryland branches using its branch office sales
staff.
The Company plans to begin offering staff leasing
services in Washington during the third quarter of 1994.
PAYROLL COSTS, PAYROLL TAXES, AND BENEFITS. Payroll
costs, payroll taxes, and benefits for the Company's temporary
services and staff leasing services employees increased by
$13,482,000 (34.6%) in the first six months of 1994 compared to
the same period in 1993, primarily as a result of growth in the
number of employees. As a percentage of revenues, such costs
decreased from 84.8% in the first six months of 1993 to 84.3% in
the 1994 period, reflecting a decrease in the Company's statutory
payroll taxes for 1994.
WORKERS' COMPENSATION AND SAFETY INCENTIVES EXPENSE.
The Company has been a self-insured employer for workers'
compensation coverage in Oregon since August 1987 and became
self-insured in Maryland in November 1993. Workers' compensation
expense currently includes the cost of self-insurance for the
Company's employees in Oregon and Maryland and third party
insurance coverage for such employees in Washington and
California. As a percentage of revenues, workers' compensation
and safety incentives expense decreased from 5.4% in the first
six months of 1993 to 4.6% in the comparable period of 1994, due
primarily to a decrease in the number of claims reported under
the Company's self-insured workers' compensation programs.
The Company's self-insured workers' compensation expense
is tied directly to the incidence and severity of workplace
injuries to its employees. Significant elements affecting the
performance of the self-insured workers' compensation program
include the regulatory climate surrounding workers' compensation,
the Company's workplace safety program and the claims management
approach taken by the Company and its third party administrators.
In April 1994 the Company incurred a self-insured
workers' compensation fatality claim in Oregon. The present
value of the future benefits payable to the beneficiary of the
fatally injured employee is estimated to be $418,000. The
Company maintains excess workers' compensation insurance to limit
its self-insurance liability to $350,000 per occurrence.
Effective July 1, 1994, the Company received a
Certificate of Qualification from the State of Washington
qualifying the Company as a self-insurer for workers'
compensation.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. Selling,
general and administrative expenses (including the provision for
doubtful accounts and the amortization of intangibles) consists
of compensation and other expenses incident to the operation of
the Company's headquarters and branch offices and marketing its
services. As a percentage of total revenues, selling, general
and administrative expenses increased from 6.9% during the first
six months of 1993 to 7.6% during 1994, due primarily to the
acquisition of two temporary services businesses in early 1994.
Temporary services have higher overhead requirements as compared
to staff leasing services.
OTHER (EXPENSE) INCOME. Other income decreased from
$118,000 in the first six months in 1993 to $54,000 in 1994, due
primarily to the discontinuation of investment in commodities
futures contracts, which resulted in a net gain of $108,000 in
the first six months of 1993.
PROVISION AND PRO FORMA PROVISION FOR INCOME TAXES. The
Company was exempt from taxation as an S corporation until its S
corporation election was terminated on April 30, 1993. The pro
forma effective tax rate of 39.1% is the effective tax rate that
would have been applicable if the Company had been a C
corporation for the first six months of 1993. The effective tax
rate for the first six months of 1994 was 38.2%.
THREE MONTHS ENDED JUNE 30, 1994 AND 1993
TEMPORARY AND STAFF LEASING SERVICES REVENUES. Total
revenues increased $9,750,000 (38.4%) to $35,136,000 for the
second quarter of 1994, compared to the comparable period of the
prior year. The increase in total revenues was attributable to
growth in temporary services revenues and staff leasing services
revenues of $7,999,000 (75.0%) and $1,751,000 (11.9%),
respectively.
The increase in temporary services revenues for the
second quarter was due primarily to the Company's acquisition of
two temporary services businesses during the first quarter of
1994.
PAYROLL COSTS, PAYROLL TAXES AND BENEFITS. Payroll
costs, payroll taxes and benefits for the Company's staff leasing
and temporary services employees increased by $8,044,000 (37.6%)
in the second quarter of 1994 compared to the same period of
1993, primarily as a result of growth in the number of employees.
As a percentage of revenues, such costs decreased from 84.3% in
the second quarter of 1993 to 83.9% in the 1994 period,
reflecting a decrease in the Company's statutory payroll taxes
for 1994.
WORKERS' COMPENSATION AND SAFETY INCENTIVES EXPENSE.
Workers' compensation expense increased $174,000 (13.0%) in the
second quarter of 1994 compared to the same period of 1993
primarily attributable to the fatality claim in Oregon in 1994
and the increase in the number of employees. As a percentage of
revenue, workers' compensation and safety incentives expense
decreased to 5.0% for the second quarter of 1994 compared to 6.0%
for the same period of 1993 due to a decrease in the number of
claims reported under the Company's self-insured workers'
compensation programs.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. Selling,
general and administrative expenses (including the provision for
doubtful accounts and the amortization of intangibles) increased
by $1,006,000 (60.0%) to $2,673,000 in the second quarter of 1994
as compared to the same period of 1993.
As a percentage of revenues, selling, general and
administrative expenses increased from 6.6% in the 1993 second
quarter to 7.6% in the same period of 1994. The increase was due
primarily to the acquisition of two temporary services businesses
and additional administrative staffing necessary to support
continued growth of the Company.
PRO FORMA PROVISION FOR INCOME TAXES. The pro forma
effective tax rate in the second quarter of 1994 was 38.4%
compared to 39.2% for the same period of 1993.
SEASONAL FLUCTUATIONS
The Company's revenues historically have been subject to
some seasonal fluctuation, particularly in its temporary services
business. Demand for the Company's temporary employees and its
payroll requirements (and associated mark-ups) for certain of its
staff leasing clients decline during the year-end holiday season
and periods of bad weather. Correspondingly, demand for
temporary services and the operations of some staff leasing
clients, particularly agricultural and forest products-based
companies, increase during the second and third quarters.
LIQUIDITY AND CAPITAL RESOURCES
The Company has financed its operations and met its
liquidity needs during the first six months of 1994 primarily
from the sales of short-term marketable securities previously
held for investment of $6,416,000. The principal use of funds
during the period was for the acquisition of two temporary
services businesses in the amount of $4,556,000.
In February 1994, the Company acquired the assets of
Personnel Management and Consulting, Inc. ("PMC"), a Maryland
corporation, for $270,000, of which $42,000 was paid in cash and
$228,000 was paid in the form of 12,000 shares of common stock of
the Company. PMC had unaudited revenues of approximately
$800,000 for the year ended December 31, 1993, primarily from
sales of temporary services provided through three branch
offices, one in each of Salisbury and Easton, Maryland, and
Seaford, Delaware.
In March 1994, the Company acquired the assets of Golden
West Temporary Services ("Golden West"), a California
corporation, for $4,514,000 in cash from working capital. Golden
West had total revenues of $24,533,000 for the year ended
December 31, 1993, from the sales of temporary services provided
through four branch offices, one in each of San Jose, Santa
Clara, Mountain View and Fremont, California.
The Company has an unsecured bank line of credit for a
maximum amount of $4,000,000, expiring subject to renewal on
May 31, 1995. Outstanding balances against the line of credit
accrue interest at the bank's prime rate. The highest borrowing
against the line during 1994 and 1993 was $1,500,069 and
$1,189,000, respectively. The average balance outstanding against
the line for the six months ended June 30, 1994 was $331,975,
compared to $5,444 during 1993. There was a zero balance
outstanding under the credit line at June 30, 1994, and 1993.
Under the amended loan agreement for the line of credit, the
Company is required to maintain (i) a ratio of total liabilities
to tangible net worth of not more than 2.0 to 1.0, (ii) positive
quarterly net income before taxes, (iii) tangible net worth of at
least $6,000,000, and (iv) a zero outstanding balance against the
line for a minimum of sixty (60) consecutive days during each
year. The Company is also prohibited from pledging any of its
assets other than existing mortgages on its real property.
The Company hopes to expand its self-insured workers'
compensation and staff leasing program to Washington and
California during the second half of 1994. If self-insured
status is obtained in California, the required surety deposit is
expected to be at least $2,000,000 to be paid from cash or other
funding sources, potentially including letters of credit from the
Company's lender and surety bonds from providers of third party
insurance. The surety deposit for the State of Washington has
been set at $345,000 to be paid from cash.
A key part of the Company's business strategy is
continued growth through the expansion of operations at existing
offices and the acquisition of additional personnel related
businesses, both in its existing markets and other geographic
areas. The Company actively explores proposals for various
acquisition opportunities on an ongoing basis, but there can be
no assurance that any additional transactions will be
consummated. The Company believes that the available credit
lines and other sources of financing and anticipated funds to be
generated from operations will be sufficient in the aggregate to
provide funds for its working capital needs for the foreseeable
future.
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 in Oregon and Maryland.
Part II. Other Information
Item 4. Submission of Matters to a Vote of Security Holders
The Company held a special meeting of stockholders on
August 10, 1994. A proposal to amend Article III of the
Company's Charter to increase the number of authorized shares of
common stock of the Company from 7,500,000 to 20,500,000 was
approved as follows:
Item 6. Exhibits and Reports on Form 8-K
(a) The exhibits filed herewith are listed in the Exhibit
Index on page 16 of this report.
(b) No reports on Form 8-K were filed by the registrant
during the quarter ended June 30, 1994.
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 15, 1994 By: /s/ William W. Sherertz
William W. Sherertz
President
(Principal Executive and
Principal Financial
Officer)
EXHIBIT INDEX
Exhibit
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3 Charter of the Registrant, as amended.
4 Second Amendment to Loan Agreement Between
the Registrant and First Interstate Bank
of Oregon, N.A., dated May 31, 1994, together
with Optional Advance Note dated May 31, 1994.
11 Statement Showing Calculation of Average
Common Shares Outstanding.
99 Description of Capital Stock of the Registrant.