10-Q: Quarterly report pursuant to Section 13 or 15(d)
Published on November 6, 2019
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
☒ |
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the Quarterly Period Ended September 30, 2019
☐ |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the Transition Period From to
Commission File Number 0-21886
BARRETT BUSINESS SERVICES, INC.
(Exact name of registrant as specified in its charter)
Maryland |
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52-0812977 |
(State or other jurisdiction of |
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(IRS Employer |
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8100 NE Parkway Drive, Suite 200 |
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Vancouver, Washington |
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98662 |
(Address of principal executive offices) |
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(Zip Code) |
(360) 828-0700
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
Common Stock, Par Value $0.01 Per Share |
BBSI |
The NASDAQ Stock Market LLC |
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 ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer |
☐ |
|
Accelerated filer |
☒ |
Non-accelerated filer |
☐ |
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Smaller reporting company |
☐ |
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Emerging growth company |
☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
As of November 1, 2019, 7,494,281 shares of the registrant’s common stock ($0.01 par value) were outstanding.
BARRETT BUSINESS SERVICES, INC.
INDEX TO FORM 10-Q
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Page |
Item 1. |
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Unaudited Interim Condensed Consolidated Financial Statements |
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Condensed Consolidated Balance Sheets - September 30, 2019 and December 31, 2018 |
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3 |
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4 |
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5 |
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6 |
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7 |
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Condensed Consolidated Statements of Cash Flows - Nine Months Ended September 30, 2019 and 2018 |
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8 |
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9 |
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Item 2. |
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Management’s Discussion and Analysis of Financial Condition and Results of Operations |
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23 |
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Item 3. |
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30 |
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Item 4. |
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30 |
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Item 1. |
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31 |
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Item 1A. |
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31 |
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Item 6. |
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32 |
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33 |
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2
PART I – FINANCIAL INFORMATION
Barrett Business Services, Inc.
Condensed Consolidated Balance Sheets
(Unaudited)
(In Thousands, Except Par Value)
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September 30, |
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December 31, |
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2019 |
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2018 |
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ASSETS |
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Current assets: |
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Cash and cash equivalents |
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$ |
35,452 |
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$ |
35,371 |
|
Investments |
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101,748 |
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|
416 |
|
Trade accounts receivable, net |
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|
187,467 |
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151,597 |
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Prepaid expenses and other |
|
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15,974 |
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|
13,880 |
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Restricted cash and investments |
|
|
107,702 |
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|
120,409 |
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Total current assets |
|
|
448,343 |
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|
|
321,673 |
|
Investments |
|
|
— |
|
|
|
1,687 |
|
Property, equipment and software, net |
|
|
29,575 |
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|
|
24,812 |
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Operating lease right-of-use assets |
|
|
23,784 |
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|
|
— |
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Restricted cash and investments |
|
|
311,882 |
|
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|
348,165 |
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Goodwill |
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47,820 |
|
|
|
47,820 |
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Other assets |
|
|
3,253 |
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|
|
3,474 |
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Deferred income taxes |
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|
5,523 |
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|
8,458 |
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$ |
870,180 |
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$ |
756,089 |
|
LIABILITIES AND STOCKHOLDERS' EQUITY |
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Current liabilities: |
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Current portion of long-term debt |
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$ |
221 |
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$ |
221 |
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Accounts payable |
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5,432 |
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|
4,336 |
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Accrued payroll, payroll taxes and related benefits |
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|
197,686 |
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158,683 |
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Income taxes payable |
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3,408 |
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|
|
4,403 |
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Current operating lease liabilities |
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6,448 |
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|
|
— |
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Other accrued liabilities |
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13,244 |
|
|
|
20,566 |
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Workers' compensation claims liabilities |
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113,623 |
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|
109,319 |
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Safety incentives liability |
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27,727 |
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|
|
29,210 |
|
Total current liabilities |
|
|
367,789 |
|
|
|
326,738 |
|
Long-term workers' compensation claims liabilities |
|
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316,423 |
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304,078 |
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Long-term debt |
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3,785 |
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3,951 |
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Long-term operating lease liabilities |
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17,906 |
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|
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— |
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Customer deposits and other long-term liabilities |
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4,106 |
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|
|
2,285 |
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Total liabilities |
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710,009 |
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637,052 |
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Commitments and contingencies (Notes 4, 5 and 7) |
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Stockholders' equity: |
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Common stock, $.01 par value; 20,500 shares authorized, 7,494 and 7,395 shares issued and outstanding |
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75 |
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74 |
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Additional paid-in capital |
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18,259 |
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15,437 |
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Accumulated other comprehensive income (loss) |
|
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2,619 |
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(5,068 |
) |
Retained earnings |
|
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139,218 |
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|
108,594 |
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Total stockholders' equity |
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|
160,171 |
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|
119,037 |
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$ |
870,180 |
|
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$ |
756,089 |
|
The accompanying notes are an integral part of these condensed consolidated financial statements.
3
Barrett Business Services, Inc.
Condensed Consolidated Statements of Operations
(Unaudited)
(In Thousands, Except Per Share Amounts)
|
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Three Months Ended |
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Nine Months Ended |
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September 30, |
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September 30, |
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2019 |
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2018 |
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2019 |
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2018 |
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Revenues: |
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Professional employer service fees |
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$ |
214,156 |
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$ |
206,320 |
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$ |
607,840 |
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$ |
592,559 |
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Staffing services |
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33,806 |
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40,967 |
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89,319 |
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110,307 |
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Total revenues |
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247,962 |
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247,287 |
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697,159 |
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702,866 |
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Cost of revenues: |
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Direct payroll costs |
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25,464 |
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30,842 |
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67,298 |
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83,265 |
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Payroll taxes and benefits |
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104,847 |
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|
100,348 |
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|
321,341 |
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|
322,784 |
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Workers' compensation |
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46,887 |
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56,412 |
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154,290 |
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|
172,388 |
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Total cost of revenues |
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177,198 |
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|
|
187,602 |
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542,929 |
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578,437 |
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Gross margin |
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70,764 |
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59,685 |
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154,230 |
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124,429 |
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Selling, general and administrative expenses |
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41,352 |
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36,670 |
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|
113,517 |
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|
101,713 |
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Depreciation and amortization |
|
|
970 |
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|
949 |
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|
2,909 |
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|
|
3,228 |
|
Income from operations |
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28,442 |
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|
|
22,066 |
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|
|
37,804 |
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|
19,488 |
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Other income (expense): |
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|
|
|
|
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|
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|
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Investment income, net |
|
|
2,882 |
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|
|
2,235 |
|
|
|
9,286 |
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|
|
6,455 |
|
Interest expense |
|
|
(394 |
) |
|
|
(465 |
) |
|
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(1,352 |
) |
|
|
(574 |
) |
Other, net |
|
|
— |
|
|
|
10 |
|
|
|
12 |
|
|
|
15 |
|
Other income, net |
|
|
2,488 |
|
|
|
1,780 |
|
|
|
7,946 |
|
|
|
5,896 |
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Income before income taxes |
|
|
30,930 |
|
|
|
23,846 |
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|
45,750 |
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|
25,384 |
|
Provision for income taxes |
|
|
5,959 |
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|
|
4,759 |
|
|
|
9,172 |
|
|
|
4,178 |
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Net income |
|
$ |
24,971 |
|
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$ |
19,087 |
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$ |
36,578 |
|
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$ |
21,206 |
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Basic income per common share |
|
$ |
3.34 |
|
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$ |
2.59 |
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$ |
4.92 |
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$ |
2.89 |
|
Weighted average number of basic common shares outstanding |
|
|
7,483 |
|
|
|
7,369 |
|
|
|
7,433 |
|
|
|
7,327 |
|
Diluted income per common share |
|
$ |
3.24 |
|
|
$ |
2.50 |
|
|
$ |
4.76 |
|
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$ |
2.77 |
|
Weighted average number of diluted common shares outstanding |
|
|
7,711 |
|
|
|
7,643 |
|
|
|
7,686 |
|
|
|
7,652 |
|
The accompanying notes are an integral part of these condensed consolidated financial statements.
4
Barrett Business Services, Inc.
Condensed Consolidated Statements of Comprehensive Income
(Unaudited)
(In Thousands)
|
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Three Months Ended |
|
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September 30, |
|
|||||
|
|
2019 |
|
|
2018 |
|
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Net income |
|
$ |
24,971 |
|
|
$ |
19,087 |
|
Unrealized gains (losses) on investments, net of tax of $376 and ($396) in 2019 and 2018, respectively |
|
|
987 |
|
|
|
(1,037 |
) |
Comprehensive income |
|
$ |
25,958 |
|
|
$ |
18,050 |
|
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended |
|
|||||
|
|
September 30, |
|
|||||
|
|
2019 |
|
|
2018 |
|
||
Net income |
|
$ |
36,578 |
|
|
$ |
21,206 |
|
Unrealized gains (losses) on investments, net of tax of $2,935 and ($2,325) in 2019 and 2018, respectively |
|
|
7,687 |
|
|
|
(5,976 |
) |
Comprehensive income |
|
$ |
44,265 |
|
|
$ |
15,230 |
|
The accompanying notes are an integral part of these condensed consolidated financial statements.
5
Barrett Business Services, Inc.
Condensed Consolidated Statements of Stockholders’ Equity
Three and Nine Months Ended September 30, 2018
(Unaudited)
(In Thousands)
|
|
|
|
|
|
|
|
|
|
|
|
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Accumulated |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Additional |
|
|
Comprehensive |
|
|
|
|
|
|
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|
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||
|
Common Stock |
|
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Paid-in |
|
|
(Loss) |
|
|
Retained |
|
|
|
|
|
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|
Shares |
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Amount |
|
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Capital |
|
|
Income |
|
|
Earnings |
|
|
Total |
|
||||||
Balance, December 31, 2017 |
|
7,301 |
|
|
$ |
73 |
|
|
$ |
12,311 |
|
|
$ |
(1,430 |
) |
|
$ |
77,880 |
|
|
$ |
88,834 |
|
Common stock issued on exercise of options and vesting of restricted stock units |
|
7 |
|
|
|
— |
|
|
|
53 |
|
|
|
— |
|
|
|
— |
|
|
|
53 |
|
Common stock repurchased on vesting of restricted stock units |
|
(1 |
) |
|
|
— |
|
|
|
(76 |
) |
|
|
— |
|
|
|
— |
|
|
|
(76 |
) |
Share-based compensation expense |
|
— |
|
|
|
— |
|
|
|
1,542 |
|
|
|
— |
|
|
|
— |
|
|
|
1,542 |
|
Cash dividends on common stock ($0.25 per share) |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(1,826 |
) |
|
|
(1,826 |
) |
Unrealized loss on investments, net of tax |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(3,964 |
) |
|
|
— |
|
|
|
(3,964 |
) |
Net loss |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(9,123 |
) |
|
|
(9,123 |
) |
Balance, March 31, 2018 |
|
7,307 |
|
|
$ |
73 |
|
|
$ |
13,830 |
|
|
$ |
(5,394 |
) |
|
$ |
66,931 |
|
|
$ |
75,440 |
|
Common stock issued on exercise of options and vesting of restricted stock units |
|
5 |
|
|
|
— |
|
|
|
48 |
|
|
|
— |
|
|
|
— |
|
|
|
48 |
|
Common stock repurchased on vesting of restricted stock units |
|
(1 |
) |
|
|
— |
|
|
|
(92 |
) |
|
|
— |
|
|
|
— |
|
|
|
(92 |
) |
Share-based compensation expense |
|
— |
|
|
|
— |
|
|
|
1,041 |
|
|
|
— |
|
|
|
— |
|
|
|
1,041 |
|
Cash dividends on common stock ($0.25 per share) |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(1,827 |
) |
|
|
(1,827 |
) |
Unrealized loss on investments, net of tax |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(975 |
) |
|
|
— |
|
|
|
(975 |
) |
Net income |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
11,240 |
|
|
|
11,240 |
|
Balance, June 30, 2018 |
|
7,311 |
|
|
$ |
73 |
|
|
$ |
14,827 |
|
|
$ |
(6,369 |
) |
|
$ |
76,344 |
|
|
$ |
84,875 |
|
Common stock issued on exercise of options and vesting of restricted stock units |
|
100 |
|
|
|
1 |
|
|
|
222 |
|
|
|
— |
|
|
|
— |
|
|
|
223 |
|
Common stock repurchased on vesting of restricted stock units |
|
(30 |
) |
|
|
— |
|
|
|
(2,784 |
) |
|
|
— |
|
|
|
— |
|
|
|
(2,784 |
) |
Share-based compensation expense |
|
— |
|
|
|
— |
|
|
|
1,409 |
|
|
|
— |
|
|
|
— |
|
|
|
1,409 |
|
Cash dividends on common stock ($0.25 per share) |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(1,844 |
) |
|
|
(1,844 |
) |
Unrealized loss on investments, net of tax |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(1,037 |
) |
|
|
— |
|
|
|
(1,037 |
) |
Net income |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
19,087 |
|
|
|
19,087 |
|
Balance, September 30, 2018 |
|
7,381 |
|
|
$ |
74 |
|
|
$ |
13,674 |
|
|
$ |
(7,406 |
) |
|
$ |
93,587 |
|
|
$ |
99,929 |
|
The accompanying notes are an integral part of these condensed consolidated financial statements.
6
Barrett Business Services, Inc.
Condensed Consolidated Statements of Stockholders’ Equity
Three and Nine Months Ended September 30, 2019
(Unaudited)
(In Thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Additional |
|
|
Comprehensive |
|
|
|
|
|
|
|
|
|
||
|
Common Stock |
|
|
Paid-in |
|
|
(Loss) |
|
|
Retained |
|
|
|
|
|
||||||||
|
Shares |
|
|
Amount |
|
|
Capital |
|
|
Income |
|
|
Earnings |
|
|
Total |
|
||||||
Balance, December 31, 2018 |
|
7,395 |
|
|
$ |
74 |
|
|
$ |
15,437 |
|
|
$ |
(5,068 |
) |
|
$ |
108,594 |
|
|
$ |
119,037 |
|
Common stock issued on exercise of options and vesting of restricted stock units and performance awards |
|
17 |
|
|
|
— |
|
|
|
122 |
|
|
|
— |
|
|
|
— |
|
|
|
122 |
|
Common stock repurchased on vesting of restricted stock units and performance awards |
|
(2 |
) |
|
|
— |
|
|
|
(178 |
) |
|
|
— |
|
|
|
— |
|
|
|
(178 |
) |
Share-based compensation expense |
|
— |
|
|
|
— |
|
|
|
1,387 |
|
|
|
— |
|
|
|
— |
|
|
|
1,387 |
|
Cash dividends on common stock ($0.25 per share) |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(1,852 |
) |
|
|
(1,852 |
) |
Unrealized gain on investments, net of tax |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
3,657 |
|
|
|
— |
|
|
|
3,657 |
|
Net loss |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(2,300 |
) |
|
|
(2,300 |
) |
Balance, March 31, 2019 |
|
7,410 |
|
|
$ |
74 |
|
|
$ |
16,768 |
|
|
$ |
(1,411 |
) |
|
$ |
104,442 |
|
|
$ |
119,873 |
|
Common stock issued on exercise of options and vesting of restricted stock units |
|
4 |
|
|
|
— |
|
|
|
56 |
|
|
|
— |
|
|
|
— |
|
|
|
56 |
|
Share-based compensation expense |
|
— |
|
|
|
— |
|
|
|
2,441 |
|
|
|
— |
|
|
|
— |
|
|
|
2,441 |
|
Cash dividends on common stock ($0.25 per share) |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(1,853 |
) |
|
|
(1,853 |
) |
Unrealized gain on investments, net of tax |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
3,043 |
|
|
|
— |
|
|
|
3,043 |
|
Net income |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
13,907 |
|
|
|
13,907 |
|
Balance, June 30, 2019 |
|
7,414 |
|
|
$ |
74 |
|
|
$ |
19,265 |
|
|
$ |
1,632 |
|
|
$ |
116,496 |
|
|
$ |
137,467 |
|
Common stock issued on exercise of options and vesting of restricted stock units |
|
116 |
|
|
|
1 |
|
|
|
279 |
|
|
|
— |
|
|
|
— |
|
|
|
280 |
|
Common stock repurchased on vesting of restricted stock units |
|
(36 |
) |
|
|
— |
|
|
|
(2,958 |
) |
|
|
— |
|
|
|
— |
|
|
|
(2,958 |
) |
Share-based compensation expense |
|
— |
|
|
|
— |
|
|
|
1,673 |
|
|
|
— |
|
|
|
— |
|
|
|
1,673 |
|
Cash dividends on common stock ($0.30 per share) |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(2,249 |
) |
|
|
(2,249 |
) |
Unrealized gain on investments, net of tax |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
987 |
|
|
|
— |
|
|
|
987 |
|
Net income |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
24,971 |
|
|
|
24,971 |
|
Balance, September 30, 2019 |
|
7,494 |
|
|
$ |
75 |
|
|
$ |
18,259 |
|
|
$ |
2,619 |
|
|
$ |
139,218 |
|
|
$ |
160,171 |
|
The accompanying notes are an integral part of these condensed consolidated financial statements.
7
Barrett Business Services, Inc.
Condensed Consolidated Statements of Cash Flows
(Unaudited)
(In Thousands)
|
|
Nine Months Ended |
|
|||||
|
|
September 30, |
|
|||||
|
|
2019 |
|
|
2018 |
|
||
Cash flows from operating activities: |
|
|
|
|
|
|
|
|
Net income |
|
$ |
36,578 |
|
|
$ |
21,206 |
|
Reconciliations of net income to net cash provided by operating activities: |
|
|
|
|
|
|
|
|
Depreciation and amortization |
|
|
2,909 |
|
|
|
3,228 |
|
Non-cash lease expense |
|
|
5,243 |
|
|
|
— |
|
Investment (accretion) amortization and (gains) losses recognized |
|
|
940 |
|
|
|
36 |
|
Share-based compensation |
|
|
5,501 |
|
|
|
3,992 |
|
Changes in certain operating assets and liabilities: |
|
|
|
|
|
|
|
|
Trade accounts receivable |
|
|
(35,870 |
) |
|
|
(25,910 |
) |
Income taxes receivable |
|
|
— |
|
|
|
1,686 |
|
Prepaid expenses and other |
|
|
(2,094 |
) |
|
|
(6,720 |
) |
Accounts payable |
|
|
1,096 |
|
|
|
(702 |
) |
Accrued payroll, payroll taxes and related benefits |
|
|
40,763 |
|
|
|
13,079 |
|
Other accrued liabilities |
|
|
(7,322 |
) |
|
|
(772 |
) |
Income taxes payable |
|
|
(995 |
) |
|
|
2,429 |
|
Workers' compensation claims liabilities |
|
|
16,857 |
|
|
|
35,391 |
|
Safety incentives liability |
|
|
(1,483 |
) |
|
|
68 |
|
Operating lease liabilities |
|
|
(4,673 |
) |
|
|
— |
|
Other assets and liabilities, net |
|
|
75 |
|
|
|
(109 |
) |
Net cash provided by operating activities |
|
|
57,525 |
|
|
|
46,902 |
|
Cash flows from investing activities: |
|
|
|
|
|
|
|
|
Purchase of property and equipment |
|
|
(7,672 |
) |
|
|
(4,442 |
) |
Purchase of investments |
|
|
(658 |
) |
|
|
(1,688 |
) |
Proceeds from sales and maturities of investments |
|
|
15,941 |
|
|
|
1,481 |
|
Purchase of restricted investments |
|
|
(3,946 |
) |
|
|
(103,861 |
) |
Proceeds from sales and maturities of restricted investments |
|
|
42,409 |
|
|
|
54,819 |
|
Net cash provided by (used in) investing activities |
|
|
46,074 |
|
|
|
(53,691 |
) |
Cash flows from financing activities: |
|
|
|
|
|
|
|
|
Proceeds from credit-line borrowings |
|
|
18,843 |
|
|
|
8,500 |
|
Payments on credit-line borrowings |
|
|
(18,843 |