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Barrett Business Services Inc.

11/07/2024 | Press release | Distributed by Public on 11/07/2024 05:01

Quarterly Report for Quarter Ending September 30, 2024 (Form 10-Q)

10-Q

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, 2024


☐	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		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)

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	☐	Smaller reporting company	☐
		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 October 23, 2024, 25,937,049 shares of the registrant's common stock ($0.01 par value) were outstanding.

BARRETT BUSINESS SERVICES, INC.

INDEX TO FORM 10-Q


Part I - Financial Information (Unaudited)
		Page
Item 1.	Unaudited Interim Condensed Consolidated Financial Statements	3

	Condensed Consolidated Balance Sheets - September 30, 2024 and December 31, 2023	3

	Condensed Consolidated Statements of Operations - Three and Nine Months Ended September 30, 2024 and 2023	4

	Condensed Consolidated Statements of Comprehensive Income - Three and Nine Months Ended September 30, 2024 and 2023	5

	Condensed Consolidated Statements of Stockholders' Equity - Three and Nine Months Ended September 30, 2024	6

	Condensed Consolidated Statements of Stockholders' Equity - Three and Nine Months Ended September 30, 2023	7

	Condensed Consolidated Statements of Cash Flows - Nine Months Ended September 30, 2024 and 2023	8

	Notes to Condensed Consolidated Financial Statements	9

Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	19

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	26

Item 4.	Controls and Procedures	26

Part II - Other Information

Item 1.	Legal Proceedings	27

Item 1A.	Risk Factors	27

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	27

Item 6.	Exhibits	28

Signatures	28

PART I - FINANCIAL INFORMATION

Item 1. Unaudited Interim CondensedConsolidated Financial Statements

Barrett Business Services, Inc.

Condensed Consolidated Balance Sheets

(Unaudited)

(In Thousands, Except Par Value)


	September 30,			December 31,
	2024			2023
ASSETS
Current assets:
Cash and cash equivalents	$	14,429			$	71,168
Investments		79,934				81,027
Trade accounts receivable, net		253,749				171,407
Income taxes receivable		2,796				7,987
Prepaid expenses and other		18,768				18,443
Restricted cash and investments		83,009				97,470
Total current assets		452,685				447,502
Property, equipment and software, net		55,633				50,295
Operating lease right-of-use assets		20,595				19,898
Restricted cash and investments		140,834				145,583
Goodwill		47,820				47,820
Other assets		5,995				6,222
Deferred income taxes		2,206				4,218
Total assets	$	725,768			$	721,538
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable	$	4,222			$	6,593
Accrued payroll, payroll taxes and related benefits		268,831				234,080
Current operating lease liabilities		6,304				6,623
Current premium payable		12,778				35,276
Other accrued liabilities		10,453				10,674
Workers' compensation claims liabilities		42,291				50,006
Total current liabilities		344,879				343,252
Long-term workers' compensation claims liabilities		94,512				117,757
Long-term premium payable		44,621				37,812
Long-term operating lease liabilities		15,416				14,590
Customer deposits and other long-term liabilities		10,954				8,987
Total liabilities		510,382				522,398
Commitments and contingencies (Notes 4 and 6)
Stockholders' equity:
Common stock, $.01 par value; 82,000 shares authorized, 25,937 and 26,290 shares issued and outstanding (1)		259				263
Additional paid-in capital (1)		38,640				36,743
Accumulated other comprehensive loss		(15,536	)			(20,801	)
Retained earnings		192,023				182,935
Total stockholders' equity		215,386				199,140
Total liabilities and stockholders' equity	$	725,768			$	721,538

(1) Prior period results have been adjusted to reflect the four-for-one stock split effected in the form of a stock dividend in June 2024. See Note 1, Basis of Presentation of Interim Period Statementsfor details.

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

Barrett Business Services, Inc.

Condensed Consolidated Statements of Operations

(Unaudited)

(In Thousands, Except Per Share Amounts)


	Three Months Ended		Nine Months Ended
	September 30,		September 30,
	2024			2023		2024			2023
Revenues:
Professional employer services	$	272,793			$	251,423		$	778,869		$	727,986
Staffing services		21,485				21,905			60,842			64,639
Total revenues		294,278				273,328			839,711			792,625
Cost of revenues:
Direct payroll costs		16,208				16,318			45,618			48,299
Payroll taxes and benefits		154,109				135,704			464,814			414,395
Workers' compensation		49,549				52,977			147,403			153,012
Total cost of revenues		219,866				204,999			657,835			615,706
Gross margin		74,412				68,329			181,876			176,919
Selling, general and administrative expenses		49,060				44,160			137,051			129,194
Depreciation and amortization		1,899				1,867			5,663			5,273
Income from operations		23,453				22,302			39,162			42,452
Other income (expense):
Investment income, net		2,265				2,412			8,608			6,856
Interest expense		(45	)			(80	)		(133	)		(118	)
Other, net		31				38			124			93
Other income, net		2,251				2,370			8,599			6,831
Income before income taxes		25,704				24,672			47,761			49,283
Provision for income taxes		6,076				6,453			11,568			13,229
Net income	$	19,628			$	18,219		$	36,193		$	36,054
Basic income per common share (1)	$	0.75			$	0.68		$	1.38		$	1.33
Weighted average number of basic common shares outstanding (1)		26,052				26,795			26,133			27,088
Diluted income per common share (1)	$	0.74			$	0.67		$	1.35		$	1.31
Weighted average number of diluted common shares outstanding (1)		26,620				27,182			26,736			27,541

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

Barrett Business Services, Inc.

Condensed ConsolidatedStatements of Comprehensive Income

(Unaudited)

(In Thousands)


	Three Months Ended
	September 30,
	2024		2023
Net income	$	19,628		$	18,219
Unrealized gains (losses) on investments, net of tax of $2,600 and ($1,417) in 2024 and 2023, respectively		6,804			(3,707	)
Comprehensive income	$	26,432		$	14,512

	Nine Months Ended
	September 30,
	2024		2023
Net income	$	36,193		$	36,054
Unrealized gains (losses) on investments, net of tax of $2,012 and ($796) in 2024 and 2023, respectively		5,265			(2,083	)
Comprehensive income	$	41,458		$	33,971

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

Barrett Business Services, Inc.

Condensed Consolidated Statements of Stockholders' Equity

Three and Nine Months Ended September 30, 2024

(Unaudited)

(In Thousands)



									Accumulated
							Additional		Other
	Common Stock			Paid-in			Comprehensive		Retained
	Shares (1)			Amount (1)			Capital (1)		Loss		Earnings			Total
Balance, December 31, 2023		26,290			$	263		$	36,743		$	(20,801	)		$	182,935		$	199,140
Common stock issued on exercise of options, purchase of ESPP shares and vesting of restricted stock units and performance awards		140				1			375			-				-			376
Common stock repurchased on vesting of restricted stock units and performance awards		(50	)			(1	)		(1,455	)		-				-			(1,456	)
Share-based compensation expense		-				-			2,187			-				-			2,187
Company repurchases of common stock		(236	)			(2	)		(350	)		-				(6,704	)		(7,056	)
Cash dividends on common stock ($0.075 per share)		-				-			-			-				(1,970	)		(1,970	)
Unrealized loss on investments, net of tax		-				-			-			(1,496	)			-			(1,496	)
Net loss		-				-			-			-				(136	)		(136	)
Balance, March 31, 2024		26,144			$	261		$	37,500		$	(22,297	)		$	174,125		$	189,589
Common stock issued on exercise of options, purchase of ESPP shares and vesting of restricted stock units and performance awards		41				-			7			-				-			7
Common stock repurchased on vesting of restricted stock units and performance awards		(13	)			-			(397	)		-				-			(397	)
Share-based compensation expense		-				-			2,106			-				-			2,106
Company repurchases of common stock		(223	)			(2	)		(334	)		-				(6,711	)		(7,047	)
Cash dividends on common stock ($0.075 per share)		-				-			-			-				(1,955	)		(1,955	)
Unrealized loss on investments, net of tax		-				-			-			(43	)			-			(43	)
Net income		-				-			-			-				16,701			16,701
Balance, June 30, 2024		25,949			$	259		$	38,882		$	(22,340	)		$	182,160		$	198,961
Common stock issued on exercise of options, purchase of ESPP shares and vesting of restricted stock units and performance awards		302				3			545			-				-			548
Common stock repurchased on vesting of restricted stock units and performance awards		(85	)			(1	)		(2,801	)		-				-			(2,802	)
Share-based compensation expense		-				-			2,355			-				-			2,355
Company repurchases of common stock		(229	)			(2	)		(341	)					(7,679	)		(8,022	)
Cash dividends on common stock ($0.08 per share)		-				-			-			-				(2,086	)		(2,086	)
Unrealized gain on investments, net of tax		-				-			-			6,804				-			6,804
Net income		-				-			-			-				19,628			19,628
Balance, September 30, 2024		25,937			$	259		$	38,640		$	(15,536	)		$	192,023		$	215,386

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

Barrett Business Services, Inc.

Condensed Consolidated Statements of Stockholders' Equity

Three and Nine Months Ended September 30, 2023

(Unaudited)

(In Thousands)



									Accumulated
							Additional		Other
	Common Stock			Paid-in			Comprehensive		Retained
	Shares (1)			Amount (1)			Capital (1)		Loss		Earnings			Total
Balance, December 31, 2022		27,483			$	275		$	32,538		$	(27,594	)		$	172,623		$	177,842
Common stock issued on exercise of options, purchase of ESPP shares and vesting of restricted stock units and performance awards		122				1			338			-				-			339
Common stock repurchased on vesting of restricted stock units and performance awards		(43	)			-			(1,005	)		-				-			(1,005	)
Share-based compensation expense		-				-			1,928			-				-			1,928
Company repurchases of common stock		(362	)			(4	)		(444	)		-				(7,582	)		(8,030	)
Cash dividends on common stock ($0.075 per share)		-				-			-			-				(2,067	)		(2,067	)
Unrealized gain on investments, net of tax		-				-			-			3,652				-			3,652
Net income		-				-			-			-				819			819
Balance, March 31, 2023		27,200			$	272		$	33,355		$	(23,942	)		$	163,793		$	173,478
Common stock issued on exercise of options, purchase of ESPP shares and vesting of restricted stock units and performance awards		50				-			2			-				-			2
Common stock repurchased on vesting of restricted stock units and performance awards		(14	)			-			(304	)		-				-			(304	)
Share-based compensation expense		-				-			1,963			-				-			1,963
Company repurchases of common stock		(492	)			(5	)		(640	)		-				(9,500	)		(10,145	)
Cash dividends on common stock ($0.075 per share)		-				-			-			-				(2,013	)		(2,013	)
Unrealized loss on investments, net of tax		-				-			-			(2,028	)			-			(2,028	)
Net income		-				-			-			-				17,016			17,016
Balance, June 30, 2023		26,744			$	267		$	34,376		$	(25,970	)		$	169,296		$	177,969
Common stock issued on exercise of options, purchase of ESPP shares and vesting of restricted stock units and performance awards		257				3			358			-				-			361
Common stock repurchased on vesting of restricted stock units and performance awards		(73	)			(1	)		(1,589	)		-				-			(1,590	)
Share-based compensation expense		-				-			2,136			-				-			2,136
Company repurchases of common stock		(462	)			(4	)		(633	)		-				(10,280	)		(10,917	)
Cash dividends on common stock ($0.075 per share)		-				-			-			-				(2,025	)		(2,025	)
Unrealized loss on investments, net of tax		-				-			-			(3,707	)			-			(3,707	)
Net income		-				-			-			-				18,219			18,219
Balance, September 30, 2023		26,466			$	265		$	34,648		$	(29,677	)		$	175,210		$	180,446

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

Barrett Business Services, Inc.

Condensed Consolidated Statements of Cash Flows

(Unaudited)

(In Thousands)


	Nine Months Ended
	September 30,
	2024			2023
Cash flows from operating activities:
Net income	$	36,193			$	36,054
Reconciliations of net income to net cash (used in) provided by operating activities:
Depreciation and amortization		5,663				5,273
Non-cash lease expense		4,876				5,270
Net investment (accretion) amortization and (gains) losses recognized		(309	)			543
Share-based compensation		6,648				6,027
Changes in certain operating assets and liabilities:
Trade accounts receivable		(82,342	)			(41,379	)
Income taxes		5,191				176
Prepaid expenses and other		(325	)			2,651
Accounts payable		(2,371	)			(2,996	)
Accrued payroll, payroll taxes and related benefits		35,026				25,801
Other accrued liabilities		(245	)			(6,447	)
Premium payable		(15,689	)			23,234
Workers' compensation claims liabilities		(30,735	)			(38,693	)
Operating lease liabilities		(5,066	)			(5,274	)
Other assets and liabilities, net		197				(241	)
Net cash (used in) provided by operating activities		(43,288	)			9,999
Cash flows from investing activities:
Purchase of property, equipment and software		(11,001	)			(8,115	)
Proceeds from sale of property		-				117
Purchase of investments		(7,902	)			(4,386	)
Proceeds from sales and maturities of investments		10,871				805
Purchase of restricted investments		(27,542	)			(20,943	)
Proceeds from sales and maturities of restricted investments		64,596				14,975
Net cash provided by (used in) investing activities		29,022				(17,547	)
Cash flows from financing activities:
Proceeds from credit-line borrowings		415				-
Payments on credit-line borrowings		(415	)			-
Repurchases of common stock		(22,125	)			(29,092	)
Common stock repurchased on vesting of stock awards		(4,655	)			(2,899	)
Dividends paid		(6,011	)			(6,105	)
Proceeds from exercise of stock options and purchase of ESPP shares		931				702
Net cash used in financing activities		(31,860	)			(37,394	)
Net decrease in cash, cash equivalents and restricted cash		(46,126	)			(44,942	)
Cash, cash equivalents and restricted cash, beginning of period		74,841				107,378
Cash, cash equivalents and restricted cash, end of period	$	28,715			$	62,436

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

Barrett Business Services, Inc.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

Note 1 - Basis of Presentation of Interim Period Statements

The accompanying condensed consolidated financial statements are unaudited and have been prepared by Barrett Business Services, Inc. ("BBSI", the "Company", "our" or "we"), pursuant to the rules and regulations of the Securities and Exchange Commission ("SEC"). Certain information and note disclosures typically included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") have been condensed or omitted pursuant to such rules and regulations. In the opinion of management, the condensed consolidated financial statements include all adjustments, consisting only of normal recurring adjustments, necessary for a fair statement of the results for the interim periods presented. The accompanying condensed financial statements are prepared on a consolidated basis. All intercompany account balances and transactions have been eliminated in consolidation. The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and accompanying notes. Actual results may differ from such estimates and assumptions. The condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company's 2023 Annual Report on Form 10-K at pages 33 - 61. The results of operations for an interim period are not necessarily indicative of the results of operations for a full year.

On June 4, 2024, we amended our Charter to increase the number of authorized shares of common stock from 20,500,000shares to 82,000,000shares, and our Board of Directors declared a four-for-one split of the Company's common stock effected in the form of a stock dividend (the "2024 Stock Split"). Each stockholder of record at the close of business on June 14, 2024 received a dividend of three additional shares of common stock for each then-held share, distributed after close of trading on June 21, 2024.All share and per share amounts presented herein have been retroactively adjusted to reflect the impact of the 2024 Stock Split. The shares of common stock retain a par value of $0.01per share. Accordingly, an amount equal to the par value of the increased shares resulting from the stock split was reclassified from additional paid-in capital to common stock.

Revenue recognition

Professional employer ("PEO") services are normally used by organizations to satisfy ongoing needs related to the management of human capital and are governed by the terms of a client services agreement which covers all employees at a particular work site. Staffing revenues relate primarily to short-term staffing, contract staffing and on-site management services. The Company's performance obligations for PEO and staffing services are satisfied, and the related revenue is recognized, as services are rendered by our workforce.

Our PEO client service agreements have a minimum term of one year, are renewable on an annual basis and typically require 30days' written notice to cancel or terminate the contract by either party. In addition, our client service agreements provide for immediate termination upon any payment default of the client regardless of when notice is given. PEO customers are invoiced following the end of each payroll processing cycle, with payment generally due on the invoice date. Staffing customers are generally invoiced weekly based on agreed rates per employee and actual hours worked, typically with payment terms of 30days. The amount of earned but unbilled revenue is classified as a receivable on the condensed consolidated balance sheets.

We report PEO revenues net of direct payroll costs because we are not the primary obligor for these payments to our clients' employees. Direct payroll costs include salaries, wages, health insurance, and employee out-of-pocket expenses incurred incidental to employment.

Cost of revenues

Our cost of revenues for PEO services includes employer payroll-related taxes, workers' compensation costs and employee benefits costs. Our cost of revenues for staffing services includes direct payroll costs, employer payroll-related taxes, and workers' compensation costs. Direct payroll costs represent the gross payroll earned by staffing services employees based on salary or hourly wages. Payroll taxes consist of the employer's portion of Social Security and Medicare taxes and federal and state unemployment taxes. Benefit costs primarily comprise health insurance premiums paid to third-party carriers as part of our fully insured PEO benefits programs and underwriting and benefit consultant payroll. Workers' compensation costs consist primarily of premiums paid to third-party insurers, claims reserves, claims administration fees, legal fees, medical cost containment ("MCC") expense, state administrative agency fees, third-party broker commissions, and risk manager payroll, as well as costs associated with operating our twowholly owned insurance companies, Associated Insurance Company for Excess ("AICE") and Ecole Insurance Company ("Ecole").

Cash and cash equivalents

We consider non-restricted short-term investments that are highly liquid, readily convertible into cash, and have maturities at acquisition of less than three monthsto be cash equivalents for purposes of the condensed consolidated statements of cash flows and condensed consolidated balance sheets. The Company maintains cash balances in bank accounts that normally exceed FDIC insured limits. The Company has not experienced any losses related to its cash concentration.

Investments

The Company classifies investments as available-for-sale. The Company's investments are reported at fair value with unrealized gains and losses, net of taxes, shown as a component of accumulated other comprehensive loss in stockholders' equity. Investments are recorded as current on the condensed consolidated balance sheets as the invested funds are available for current operations. Management considers available evidence in evaluating potential impairment of investments, including the extent to which fair value is less than cost and adverse conditions related to the security. In the event of a credit loss, an allowance would be recognized to the extent that the fair value of the security is less than the present value of the expected future cash flows. Realized gains and losses on sales of investments are included in investment income in our condensed consolidated statements of operations.

Restricted cash and investments

The Company holds restricted cash and investments primarily for the future payment of insurance premiums and workers' compensation claims. These investments are categorized as available-for-sale. They are reported at fair value with unrealized gains and losses, net of taxes, shown as a component of accumulated other comprehensive loss in stockholders' equity. Restricted cash and investments are classified as current and noncurrent on the condensed consolidated balance sheets based on the nature of the restriction. Management considers available evidence in evaluating potential impairment of restricted investments, including the extent to which fair value is less than cost and adverse conditions related to the security. In the event of a credit loss, an allowance would be recognized to the extent that the fair value of the security is less than the present value of the expected future cash flows. Realized gains and losses on sales of restricted investments are included in investment income in our condensed consolidated statements of operations.

Restricted cash and investments also includes investments held as part of the Company's deferred compensation plan. These investments are classified as trading securities and are recorded at fair value with unrealized gains and losses reported as a component of income from operations.

Allowance for expected credit losses

The Company had an allowance for expected credit losses of $0.9million at September 30, 2024 and December 31, 2023. We make estimates of the collectability of our accounts receivable for services provided to our customers based on future expected credit losses. Management analyzes historical bad debts, customer concentrations, customer credit-worthiness, current economic trends and changes in customers' payment trends when evaluating the adequacy of the allowance for expected credit losses. If the financial condition of our customers deteriorates resulting in an impairment of their ability to make payments, additional allowances may be required.

Workers' compensation claims liabilities

Our workers' compensation claims liabilities do not represent an exact calculation of liability but rather management's best estimate, utilizing actuarial expertise and projection techniques, at a given reporting date. The estimated liability for open workers' compensation claims is based on an evaluation of information provided by our third-party administrator for workers' compensation claims, coupled with an actuarial estimate of future loss development with respect to reported claims and incurred but not reported claims (together, "IBNR"). Workers' compensation claims liabilities include case reserve estimates for reported losses, plus additional amounts for estimated IBNR claims, MCC and legal costs, unallocated loss adjustment expenses and estimated future recoveries. The estimate of incurred costs expected to be paid within one year is included in current liabilities, while the estimate of incurred costs expected to be paid beyond one year is included in long-term liabilities on our condensed consolidated balance sheets. These estimates are reviewed at least quarterly and adjustments to estimated liabilities are reflected in current operating results as they become known.

The process of arriving at an estimate of unpaid claims and claims adjustment expense involves a high degree of judgment and is affected by both internal and external events, including changes in claims handling practices, changes in reserve estimation procedures, inflation, trends in the litigation and settlement of pending claims, and legislative changes.

Our estimates are based on actuarial analysis and informed judgment, derived from individual experience and expertise applied to multiple sets of data and analyses. We consider significant facts and circumstances known both at the time that loss reserves are initially established and as new facts and circumstances become known. Due to the inherent uncertainty underlying loss reserve estimates, the expenses incurred through final resolution of our liability for our workers' compensation claims will likely vary from the related loss reserves at the reporting date. Therefore, as specific claims are paid out in the future, actual paid losses may be materially different from our current loss reserves.

A basic premise in most actuarial analyses is that historical data and past patterns demonstrated in the incurred and paid historical data form a reasonable basis upon which to project future outcomes, absent a material change. Significant structural changes to the available data can materially impact the reserve estimation process. To the extent a material change affecting the ultimate claim liability becomes known, such change is quantified to the extent possible through an analysis of internal Company data and, if available and when appropriate, external data. Nonetheless, actuaries exercise a considerable degree of judgment in the evaluation of these factors and the need for such actuarial judgment is more pronounced when faced with material uncertainties.

Customer deposits

We require deposits from certain PEO customers to cover a portion of our accounts receivable due from such customers in the event of default of payment.

Comprehensive income

Comprehensive income includes all changes in equity during a period except those that resulted from investments by or distributions to the Company's stockholders.

Other comprehensive income refers to revenues, expenses, gains and losses that under GAAP are included in comprehensive income, but excluded from net income as these amounts are recorded directly as an adjustment to stockholders' equity. Our other comprehensive income comprises unrealized holding gains and losses on our available-for-sale investments.

Statements of cash flows

Interest paid during the nine months ended September 30, 2024 and 2023 did not materially differ from interest expense. Income taxes paid by the Company during the nine months ended September 30, 2024 and 2023 totaled$8.0million and $13.0million, respectively.

Bank deposits and other cash equivalents that are restricted for use are classified as restricted cash. The table below reconciles the cash, cash equivalents and restricted cash balances from our condensed consolidated balance sheets to the amounts reported on the condensed consolidated statements of cash flows (in thousands):


	September 30,		December 31,			September 30,		December 31,
	2024		2023			2023		2022
Cash and cash equivalents	$	14,429		$	71,168		$	41,579	$	91,423
Restricted cash, included in restricted cash and investments		14,286			3,673			20,857		15,955
Total cash, cash equivalents and restricted cash shown in the statements of cash flows	$	28,715		$	74,841		$	62,436	$	107,378

Basic and diluted earnings per share

Basic earnings per share are computed based on the weighted average number of common shares outstanding for each year using the treasury method. Diluted earnings per share reflect the potential effects of the issuance of shares in connection with the exercise of outstanding stock options, vesting of outstanding restricted stock units and performance share units, and the Company's employee stock purchase plan. Basic and diluted shares outstanding adjusted to reflect the 2024 Stock Split are summarized as follows (in thousands):


	Three Months Ended		Nine Months Ended
	September 30,		September 30,
	2024		2023		2024	2023
Weighted average number of basic shares outstanding		26,052		26,795		26,133	27,088
Effect of dilutive securities		568		387		603	453
Weighted average number of diluted shares outstanding		26,620		27,182		26,736	27,541

Accounting estimates

The preparation of our condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions. These affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements, and the reported amounts of revenues and expenses during the reporting periods. Management bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Estimates are used for fair value measurement of investments, allowance for expected credit losses, deferred income taxes, carrying values for goodwill and property, equipment and software, and accrued workers' compensation liabilities. Actual results may or may not differ from such estimates.

Reclassifications

To conform to the current period's presentation, safety incentives liability of $1.3million was reclassified to other accrued liabilities in the prior period condensed consolidated balance sheets, and net cash outflows related to safety incentives liability of $0.6million was reclassified to other accrued liabilities in the prior period condensed consolidated statements of cash flows.

All share and per share amounts presented herein have been retroactively adjusted to reflect the impact of the 2024 Stock Split. To conform to the current period's presentation, additional paid-in-capital of $0.2million was reclassified to common stock in the prior period condensed consolidated balance sheets.

Recent accounting pronouncements

The following Accounting Standards Updates (ASUs) have been issued recently by the Financial Accounting Standards Board (FASB).

ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures

In November 2023, the FASB issued ASU 2023-07, which expands annual and interim reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. All disclosure requirements under the new guidance are also required for public entities with a single reportable segment. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. When adopted, the requirements will be applied retrospectively to all prior periods presented in the financial statements. We will adopt this ASU for the annual reporting period of our fiscal year beginning January 1, 2024, and for interim reporting periods of our fiscal year beginning January 1, 2025. We are currently evaluating the impact of applying this new accounting guidance to our financial statement disclosures. We do not expect the adoption of this ASU to have any material effects on the Company's financial condition, results of operations, or cash flows.

ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures

In December 2023, the FASB issued ASU 2023-09, which requires disaggregated information about a reporting entity's effective tax rate reconciliation as well as information on income taxes paid. The standard is intended to benefit investors by providing more detailed income tax disclosures that would be useful in making capital allocation decisions. The ASU applies to all entities subject to income taxes. The new requirements will be effective for annual periods beginning after December 15, 2024. The guidance will be applied on a prospective basis with the option to apply the standard retrospectively. Early adoption is permitted. We plan to adopt this ASU for the annual reporting period of our fiscal year beginning January 1, 2025. We are evaluating the impact of applying this new accounting guidance to our income tax disclosures. We do not expect the adoption of this ASU to have any material effects on the Company's financial condition, results of operations, or cash flows.

Note 2 - Fair Value Measurement

The following table summarizes the Company's investments at September 30, 2024 and December 31, 2023 measured at fair value on a recurring basis (in thousands):


	September 30, 2024		December 31, 2023

			Gross						Gross
			Unrealized			Recorded			Unrealized		Recorded
			(Losses)						(Losses)
	Cost		Gains			Basis		Cost	Gains		Basis
Current:
Cash equivalents:
Money market funds	$	4,873		$	-		$	4,873	$	19,539		$	-		$	19,539
Total cash equivalents		4,873			-			4,873		19,539			-			19,539
Investments:
Corporate bonds		32,223			(2,092	)		30,131		34,472			(3,159	)		31,313
U.S. treasuries		20,380			(924	)		19,456		12,448			(1,253	)		11,195
U.S. government agency securities		12,758			(176	)		12,582		12,830			(408	)		12,422
Mortgage-backed securities		12,348			(2,115	)		10,233		13,084			(2,454	)		10,630
Asset-backed securities		7,622			(90	)		7,532		13,659			(187	)		13,472
Emerging markets		-			-			-		2,003			(8	)		1,995
Total current investments		85,331			(5,397	)		79,934		88,496			(7,469	)		81,027
Restricted cash and investments (1):
Corporate bonds		100,340			(6,037	)		94,303		82,481			(8,454	)		74,027
U.S. treasuries		65,028			(5,045	)		59,983		109,020			(6,415	)		102,605
Mortgage-backed securities		41,942			(4,309	)		37,633		42,077			(5,216	)		36,861
U.S. government agency securities		16,795			(706	)		16,089		16,863			(1,199	)		15,664
Mutual funds		10,745			-			10,745		8,941			-			8,941
Asset-backed securities		1,367			11			1,378		799			-			799
Emerging markets		200			9			209		200			2			202
Money market funds		99			-			99		337			-			337
Total restricted cash and investments		236,516			(16,077	)		220,439		260,718			(21,282	)		239,436
Total investments	$	326,720		$	(21,474	)	$	305,246	$	368,753		$	(28,751	)	$	340,002

(1)Included in restricted cash and investments within the condensed consolidated balance sheets as of September 30, 2024 and December 31, 2023is restricted cash of $3.4million and $3.6million, respectively, which is excluded from the table above. Restricted cash and investments are classified as current and noncurrent on the balance sheet based on the nature of the restriction.

The following table summarizes the Company's investments at September 30, 2024 and December 31, 2023 measured at fair value on a recurring basis by fair value hierarchy level (in thousands):


	September 30, 2024		December 31, 2023
	Total								Total
	Recorded								Recorded
	Basis		Level 1			Level 2		Other (1)	Basis		Level 1			Level 2		Other (1)
Cash equivalents:
Money market funds	$	4,873		$	-		$	-	$	4,873		$	19,539		$	-	$	-	$	19,539
Investments:
Corporate bonds		30,131			-			30,131		-			31,313			-		31,313		-
U.S. treasuries		19,456			-			19,456		-			11,195			-		11,195		-
U.S. government agency securities		12,582			-			12,582		-			12,422			-		12,422		-
Mortgage-backed securities		10,233			-			10,233		-			10,630			-		10,630		-
Asset-backed securities		7,532			-			7,532		-			13,472			-		13,472		-
Emerging markets		-			-			-		-			1,995			-		1,995		-
Restricted cash and investments:
Corporate bonds		94,303			-			94,303		-			74,027			-		74,027		-
U.S. treasuries		59,983			-			59,983		-			102,605			-		102,605		-
Mortgage-backed securities		37,633			-			37,633		-			36,861			-		36,861		-
U.S. government agency securities		16,089			-			16,089		-			15,664			-		15,664		-
Mutual funds		10,745			10,745			-		-			8,941			8,941		-		-
Asset-backed securities		1,378			-			1,378		-			799			-		799		-
Emerging markets		209			-			209		-			202			-		202		-
Money market funds		99			-			-		99			337			-		-		337
Total investments	$	305,246		$	10,745		$	289,529	$	4,972		$	340,002		$	8,941	$	311,185	$	19,876

(1) Investments in money market funds measured at fair value using the net asset value per share practical expedient are not subject to hierarchy level classification disclosure. The Company invests in money market funds that seek to maintain a stable net asset value. These investments include commingled funds that comprise high-quality short-term securities representing liquid debt and monetary instruments where the redemption value is likely to be the fair value. Redemption is permitted daily without written notice.

The following table summarizes the contractual maturities of the Company's available-for-sale securities at September 30, 2024 and December 31, 2023. Actual maturities may differ from contractual maturities because borrowers may have the right to prepay obligations with or without prepayment penalties. The table also includes money market funds, which are classified as cash and cash equivalents on the Company's consolidated balance sheets.


	September 30, 2024
(In thousands)	Less than 1 Year		Between 1 to 5 Years			Between 5 to 10 Years		After 10 Years	Total
Corporate bonds	$	22,767		$	77,199		$	24,293	$	175	$	124,434
U.S. treasuries		18,941			43,174			17,324		-		79,439
U.S. government agency securities		7,991			19,591			1,089		-		28,671
Asset-backed securities		-			1,378			6,210		1,322		8,910
Money market funds		4,972			-			-		-		4,972
Emerging markets		-			-			209		-		209
Total	$	54,671		$	141,342		$	49,125	$	1,497	$	246,635

	December 31, 2023
(In thousands)	Less than 1 Year		Between 1 to 5 Years			Between 5 to 10 Years		After 10 Years	Total
U.S. treasuries	$	55,955		$	32,706		$	25,139	$	-	$	113,800
Corporate bonds		6,859			67,731			30,574		176		105,340
U.S. government agency securities		39			27,018			1,029		-		28,086
Money market funds		19,876			-			-		-		19,876
Asset-backed securities		-			799			12,182		1,290		14,271
Emerging markets		1,995			-			202		-		2,197
Total	$	84,724		$	128,254		$	69,126	$	1,466	$	283,570

The average contractual maturity of mortgage-backed securities, which are excluded from the table above, was 22 and 23years as of September 30, 2024and December 31, 2023, respectively.

Note 3 - Workers' Compensation Claims

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


	Three Months Ended			Nine Months Ended
	September 30,			September 30,
	2024			2023			2024		2023
Beginning balance
Workers' compensation claims liabilities	$	149,630			$	191,823		$	167,763		$	215,987
Add: claims expense incurred
Current period		2,358				3,792			9,657			11,636
Prior periods		(4,272	)			(4,098	)		(9,094	)		(6,792	)
Total claims expense incurred		(1,914	)			(306	)		563			4,844
Less: claim payments related to
Current period		1,063				1,240			3,582			2,005
Prior periods		9,493				12,244			27,716			41,532
Total claim payments		10,556				13,484			31,298			43,537

Change in claims incurred in excess of retention limits		(357	)			(231	)		(225	)		508
Ending balance
Workers' compensation claims liabilities	$	136,803			$	177,802		$	136,803		$	177,802

Insured program

The Company provides workers' compensation coverage for client employees primarily through arrangements with fully licensed, third-party insurers (the "insured program"). Under this program, carriers issue policies or afford coverage to the Company's clients under a program maintained by the Company. Approximately 85% of the Company's workers' compensation exposure is covered through the insured program.

Effective July 1, 2021, the Company entered into a fully insured arrangement for its insured program, whereby third-party insurers assume substantially all risk of loss for claims incurred under the program.

This fully insured arrangement has been extended annually and covers claims incurred between July 1, 2021 and June 30, 2025, with an option to renew through June 30, 2026.

Each annual fully insured policy allows BBSI to participate in savings if claims develop favorably up to a maximum per policy year ranging from $20.5million to $28.5million, depending on the policy period. For only the policy period from July 1, 2021 to June 30 2022, BBSI can also incur additional premium up to $7.5million if claims develop adversely. Noadditional premium can be charged based on claim performance for other policy years.

Premiums incurred but not paid are recorded as either current or long-term premium payable on the consolidated balance sheets based on the expected timing of the payments.

For claims incurred under the insured program prior to July 1, 2021, the Company retains risk of loss up to the first $3.0million per occurrence on policies issued after June 30, 2020 and $5.0million per occurrence on policies issued before that date.

Claim obligations for policies issued under the insured program between February 1, 2014 and June 30, 2018 were removed through loss portfolio transfers in 2020 and 2021.

The following is a summary of the risk retained by the Company under its insured program after considering the effects of the loss portfolio transfers and current insurance arrangements:


Year	Claims risk retained
2014	No
2015	No
2016	No
2017	No
2018 (1)	No
2019 (1)	Yes
2020	Yes
2021 - Through June 30	Yes
2021 - July 1 and after	No
2022	No
2023	No
2024	No

(1)The loss portfolio transfers excluded approximately 10% of claims from 2018 and included an approximately offsetting amount of claims from 2019.

The Company is required to maintain minimum collateral levels for certain policies issued under the insured program, which is held in a trust account (the "trust account"). The balance in the trust account was $189.3million and $210.9million at September 30, 2024 and December 31, 2023, respectively. The trust account balance is included as a component of the current and long-term restricted cash and investments in the Company's condensed consolidated balance sheets.

Self-insured programs

The Company is a self-insured employer with respect to workers' compensation coverage for all employees, including employees of PEO clients that elect to participate in our workers' compensation program, working in Colorado, Maryland, Ohio, and Oregon. In the state of Washington, state law allows only the Company's staffing services and internal management employees to be covered under the Company's self-insured workers' compensation program. The Company also operates a wholly owned, fully licensed insurance company, Ecole, which provides workers' compensation coverage to client employees working in Arizona and Utah. Approximately 15% of the Company's workers' compensation exposure is covered through self-insurance or Ecole (the "self-insured programs").

For all claims incurred under the Company's self-insured programs, the Company retains risk of loss up to the first $3.0million per occurrence, except in Maryland and Colorado, where the Company's retention per occurrence is $1.0million and $2.0million, respectively. For claims incurred under the Company's self-insured programs prior to July 1, 2020, the Company retains risk of loss up to the first $5.0million per occurrence, except in Maryland and Colorado, where the retention per occurrence is $1.0million and $2.0million, respectively.

The states of California, Maryland, Oregon, Washington, Colorado and Delaware required the Company to maintain collateral totaling $53.9million and $48.1million at September 30, 2024 and December 31,

2023 to cover potential workers' compensation claims losses related to the Company's current and former status as a self-insured employer. At September 30, 2024, the Company provided surety bonds totaling $53.9million.

Claims liabilities

The Company provided a total of $136.8million and $167.8million at September 30, 2024 and December 31, 2023, respectively, as an estimated future liability for unsettled workers' compensation claims liabilities. Of this amount, $5.8million and $6.0million at September 30, 2024 and December 31, 2023, respectively, represent case reserves and IBNR in excess of the Company's retention. The accrual for costs incurred in excess of retention is offset by a receivable from insurance carriers of $5.8million and $6.0million at September 30, 2024 and December 31, 2023, respectively, included in other assets in the condensed consolidated balance sheets.

Note 4 - Revolving Credit Facility and Long-Term Debt

The Company maintains an agreement (the "Agreement") with Wells Fargo Bank, N.A. (the "Bank") for a revolving credit line of $50.0million and a sublimit for standby letters of credit of $25.0million. Advances under the revolving credit line bear interest, as selected by the Company, of (a) the daily Simple Secured Overnight Financing Rate ("SOFR") plus 1.75% or (b) one-month Term SOFR plus 1.75%. The Agreement also provides for an unused commitment fee of 0.35% per year on the average daily unused amount of the revolving credit line, as well as a fee of 1.75% of the face amount of each letter of credit reserved under the line of credit.The Company had nooutstanding borrowings on its revolving credit line at September 30, 2024 and December 31, 2023. The credit facility is collateralized by the Company's accounts receivable and other rights to receive payment. The revolving credit facility will mature on July 1, 2026, unless extended.

The Agreement requires the satisfaction of certain financial covenants as follows:

•

adjusted free cash flow [net profit after taxes plus interest expense (net of capitalized interest), depreciation expense, and amortization expense, less dividends/distributions] not less than $10million as of each fiscal quarter end, determined on a rolling 4-quarter basis; and

•

tangible net worth [aggregate of total stockholders' equity plus subordinated debt less any intangible assets and less any loans or advances to, or investments in, any related entities or individuals] not less than $50million at each fiscal quarter end.

The Agreement imposes certain additional restrictions unless the Bank provides its prior written consent as follows:

•

incurring additional indebtedness is prohibited, other than purchase financing for the acquisition of assets, provided that the aggregate of all purchase financing does not exceed $1million at any time;

•

the Company may not terminate or cancel any of the AICE policies; and

•

if an event of default occurs and is continuing, including on a pro forma basis, nodividends or distributions would be permitted to be paid and redemptions and repurchases of the Company's stock would be permitted only up to $15million in any rolling 12-month period.

The Agreement also contains customary events of default and specified cross-defaults under the Company's workers' compensation insurance arrangements. If an event of default under the Agreement occurs and is continuing, the Bank may declare any outstanding obligations under the Agreement to be immediately due and payable. At September 30, 2024, the Company was in compliance with all covenants.

Note 5 - Income Taxes

Under ASC 740, "Income Taxes," management evaluates the realizability of the deferred tax assets on a quarterly basis under a "more-likely-than-not" standard. As part of this evaluation, management reviews all evidence both positive and negative to determine if a valuation allowance is needed. One component of this analysis is to determine whether the Company was in a cumulative loss position for the most recent 12 quarters. The Company was in a cumulative income position for the 12 quarters ended September 30, 2024. At September 30, 2024 and December 31, 2023, the Company had not recorded a valuation allowance against its deferred tax assets.

The Company's realization of a portion of net deferred tax assets is based in part on our estimates of the timing of reversals of certain temporary differences and on the generation of taxable income before such reversals.

The Company is subject to income taxes in U.S. federal and multiple state and local tax jurisdictions. The Internal Revenue Service (the "IRS") is examining the Company's federal tax returns for the years ended December 31, 2017through 2021. BBSI received notices that the IRS intends to disallow certain wage-based tax credits claimed for the years 2017through 2021, which could result in estimated total additional taxes of $8.0million and penalties of $1.9million. The Company disagrees with the IRS determination to disallow certain wage-based credits taken by the Company and has filed a U.S. Tax Court petition challenging these notices. We believe that the Company has the technical merits to defend its position. Based on management's more-likely-than-not assessment that the Company's position is sustainable, no reserve for the aforementioned IRS notices of disallowance of wage-based tax credits or underpayment penalties has been recorded in the financial statements.

In the major jurisdictions where it operates, the Company is generally no longer subject to income tax examinations by tax authorities for tax years before 2017. As of September 30, 2024 and December 31, 2023, total gross unrecognized tax benefits, excluding interest and penalties, of $0.5million and $0.8million, respectively, would affect the Company's effective tax rate if recognized in future periods. The Company does not anticipate any material changes to the reserve in the next 12 months.

A portion of the consolidated income the Company generates is not subject to state income tax. Depending on the percentage of this income as compared to total consolidated income, the Company's state effective tax rate could fluctuate from expectations.

At September 30, 2024, the Company had nostate operating loss carryforwards. At September 30, 2024, the Company did not have a federal general business tax credit carryforward or an alternative minimum tax credit carryforward.

Note 6 - Litigation

On April 5, 2011, several individual plaintiffs filed a wage and hour class action in the California Superior Court, County of Fresno, naming as defendants their employer, a Merry Maids franchisee; BBSI, which was providing PEO services to the franchisee; and various parties related to the franchisor. Plaintiffs claimed, among other things, that BBSI and the franchisor were their joint employer with the franchisee and therefore jointly responsible for the alleged wage and hour violations. The case was subsequently removed to the United States District Court for the Eastern District of California, and on January 18, 2019, the District Court certified a class of former non-exempt employees who resided in California and worked for the franchisee in certain positions during the period from April 6, 2007 through January 19, 2019. On November 30, 2020, the District Court granted BBSI's motion for summary judgment to be removed from the case. Thereafter the plaintiffs appealed to the United States Court of Appeals for the Ninth Circuit, and on June 2, 2022, the Court of Appeals reversed the order granting summary judgment to BBSI. The court held that there is a triable issue of fact concerning whether or not BBSI was a joint-employer under applicable California law. BBSI intends to vigorously defend the claim, including continuing to assert its defense on the ground that it was not a joint-employer of plaintiffs. Management is unable to estimate a range of reasonably possible loss due to various reasons, including: (1) certain aspects of discovery are ongoing; (2) the existence of a defense that, if successful, will eliminate the possibility of loss; and (3) there are significant factual and legal issues to be resolved.

BBSI is subject to other legal proceedings and claims that arise in the ordinary course of our business. There are significant uncertainties surrounding litigation. For all other cases not discussed above, management has recorded an immaterial amount in other accrued liabilities in the condensed consolidated balance sheets.

Note 7 - Subsequent Events

We have evaluated events and transactions occurring after the balance sheet date through our filing date and noted no events that are subject to recognition or disclosure.

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

General

Company BackgroundBarrett Business Services, Inc. ("BBSI," the "Company," "our" or "we"), is a leading provider of business management solutions for small and mid-sized companies. The Company has developed a management platform that integrates a knowledge-based approach from the management consulting industry with tools from the human resource outsourcing industry. This platform, through the effective leveraging of human capital, helps our business owner clients run their businesses more effectively. We believe this platform, delivered through a decentralized organizational structure, differentiates BBSI from our competitors. BBSI was incorporated in Maryland in 1965.

Business StrategyOur strategy is to align local operations teams with the mission of small and mid-sized business owners, driving value to their business. To do so, BBSI:

•

partners with business owners to leverage their investment in human capital through a high-touch, results-oriented approach;

•

brings predictability to each client organization through a three-tiered management platform; and

•

enables business owners to focus on their core business by reducing organizational complexity and maximizing productivity.

Business OrganizationWe operate a decentralized delivery model using operationally focused business teams, typically located within 50 miles of our client companies. These teams are led by experienced business generalists and include senior-level professionals with expertise in human resources, organizational development, risk mitigation and workplace safety, recruiting, employee benefits, and various types of administration, including payroll. These teams are responsible for growth and profitability of their operations, and for providing strategic leadership, guidance and expert consultation to our client companies. The decentralized structure fosters autonomous decision-making in which business teams deliver plans that closely align with the objectives of each business owner client. We support clients with a local presence in 68 markets throughout the United States.

Services OverviewBBSI's core purpose is to advocate for business owners, particularly in the small and mid-sized business segment. Our evolution from an entrepreneurially run company to a professionally managed organization has helped to form our view that all businesses experience inflection points at key stages of growth. The insights gained through our own growth, along with the trends we see in working with more than 8,000 companies each day, define our approach to guiding business owners through the challenges associated with being an employer. BBSI's business teams align with each business owner client through a structured three-tiered progression. In doing so, business teams focus on the objectives of each business owner and deliver planning, guidance and resources in support of those objectives.

Tier 1: Tactical Alignment

The first stage focuses on the mutual setting of expectations and is essential to a successful client relationship. It begins with a process of assessment and discovery in which the business owner's business objectives, attitudes, and culture are aligned with BBSI's processes, controls and culture. This stage includes an implementation process, which addresses the administrative components of employment.

Tier 2: Dynamic Relationship

The second stage of the relationship emphasizes organizational development as a means of achieving each client's business objectives. There is a focus on process improvement, development of best practices, supervisor training and leadership development.

Tier 3: Strategic Counsel

With an emphasis on advocacy on behalf of the business owner, the third stage of the relationship is more strategic and forward-looking with a goal of cultivating an environment in which all efforts are directed by the mission and long-term objectives of the business owner.

In addition to serving as a resource and guide, BBSI can provide workers' compensation coverage as a means of meeting statutory requirements and protecting our clients from employment-related injury claims. Through our third-party administrators, we provide claims management services for our clients. We work to manage and reduce job injury claims, identify fraudulent claims and structure optimal work programs, including modified duty.

In 2023, BBSI began offering employee benefit programs to our clients. The employee benefit programs are offered through fully insured arrangements with third-party carriers and are designed to provide strategic value to our clients through access to best-in-class plans and service. Benefit plans available to clients include medical, dental and vision plans, flexible spending accounts and health savings accounts, life insurance and voluntary accident coverage, and critical illness and disability coverage, among others.

Results of Operations

The following table sets forth the percentages of total revenues represented by selected items in the Company's condensed consolidated statements of operations for the three and nine months ended September 30, 2024 and 2023 ($ in thousands):


	Percentage of Total Net Revenues
	Three Months Ended		Nine Months Ended
	September 30,		September 30,
	2024		2023			2024			2023
Revenues:
Professional employer services	$	272,793		92.7	%		$	251,423		92.0	%	$	778,869	92.8	%	$	727,986	91.8	%
Staffing services		21,485		7.3				21,905		8.0			60,842	7.2			64,639	8.2
Total revenues		294,278		100.0				273,328		100.0			839,711	100.0			792,625	100.0
Cost of revenues:
Direct payroll costs		16,208		5.5				16,318		6.0			45,618	5.4			48,299	6.1
Payroll taxes and benefits		154,109		52.4				135,704		49.6			464,814	55.4			414,395	52.3
Workers' compensation		49,549		16.8				52,977		19.4			147,403	17.6			153,012	19.3
Total cost of revenues		219,866		74.7				204,999		75.0			657,835	78.4			615,706	77.7
Gross margin		74,412		25.3				68,329		25.0			181,876	21.6			176,919	22.3
Selling, general and administrative expenses		49,060		16.7				44,160		16.2			137,051	16.3			129,194	16.3
Depreciation and amortization		1,899		0.6				1,867		0.7			5,663	0.7			5,273	0.7
Income from operations		23,453		8.0				22,302		8.1			39,162	4.6			42,452	5.3
Other income, net		2,251		0.8				2,370		0.9			8,599	1.0			6,831	0.9
Income before income taxes		25,704		8.8				24,672		9.0			47,761	5.6			49,283	6.2
Provision for income taxes		6,076		2.1				6,453		2.4			11,568	1.4			13,229	1.7
Net income	$	19,628		6.7	%		$	18,219		6.6	%	$	36,193	4.2	%	$	36,054	4.5	%

We report PEO revenues net of direct payroll costs because we are not the primary obligor for wage payments to our clients' employees. However, management believes that gross billings and wages are useful in understanding the volume of our business activity and serve as an important performance metric in managing our operations, including the preparation of internal operating forecasts and establishing executive compensation performance goals. We therefore present for purposes of analysis gross billings and wage information for the three and nine months ended September 30, 2024 and 2023.


	(Unaudited)		(Unaudited)
	Three Months Ended		Nine Months Ended
	September 30,		September 30,
(in thousands)	2024		2023			2024		2023
Gross billings	$	2,138,510		$	1,963,462		$	6,075,094	$	5,664,230
PEO and staffing wages	$	1,860,466		$	1,706,302		$	5,281,092	$	4,919,323

In monitoring and evaluating the performance of our operations, management also reviews the following ratios, which represent selected amounts as a percentage of gross billings. Management believes these ratios are useful in understanding the efficiency and profitability of our service offerings.


	(Unaudited)	(Unaudited)
	Percentage of Gross Billings	Percentage of Gross Billings
	Three Months Ended	Nine Months Ended
	September 30,	September 30,
	2024	2023	2024	2023
PEO and staffing wages	87.0%	86.9%	86.9%	86.9%
Payroll taxes and benefits	7.2%	6.9%	7.7%	7.3%
Workers' compensation	2.3%	2.7%	2.4%	2.7%
Gross margin	3.5%	3.5%	3.0%	3.1%

The presentation of revenue on a net basis and the relative contributions of PEO and staffing services revenue can create volatility in our gross margin as a percentage of revenue. Generally, a relative increase in PEO services revenue will result in a higher gross margin as a percentage of revenue. Improvement in gross margin percentage occurs because incremental client services revenue dollars are reported as revenue net of all related direct payroll costs.

We refer to employees of our PEO clients as worksite employees ("WSEs"). Management reviews average and ending WSE growth to monitor and evaluate the performance of our operations. Average WSEs are calculated by dividing the number of unique individuals paid in each month by the number of months in the period. Ending WSEs represents the number of unique individuals paid in the last month of the period.


	(Unaudited)
	Three Months Ended
	September 30,
	2024		Year-over-year % Growth		2023		Year-over-year % Growth
Average WSEs		133,398		4.8%		127,232		1.1%
Ending WSEs		132,698		3.3%		128,448		0.9%


	(Unaudited)
	Nine Months Ended
	September 30,
	2024		Year-over-year % Growth		2023		Year-over-year % Growth
Average WSEs		128,394		3.9%		123,577		1.8%
Ending WSEs		132,698		3.3%		128,448		0.9%

Three Months Ended September 30, 2024 and 2023

Net income for the third quarter of 2024 amounted to $19.6 million compared to net income of $18.2 million for the third quarter of 2023. Diluted net income per share for the third quarter of 2024 was $0.74 compared to diluted net income per share of $0.67 for the third quarter of 2023.

Revenue for the third quarter of 2024 totaled $294.3 million, an increase of $21.0 million or 7.7% over the third quarter of 2023, which reflects an increase in the Company's PEO services revenue of $21.4 million or 8.5% and a decrease in staffing services revenue of $0.4 million or 1.9%.

The increase in PEO services revenue was primarily attributable to a 4.8% increase in average WSEs, a 2.9% increase in the average billing per WSE, as well as an increase in PEO client benefits revenue.

Gross margin for the third quarter of 2024 totaled $74.4 million or 25.3% of revenue compared to $68.3 million or 25.0% of revenue for the third quarter of 2023. The separate components of gross margin are discussed below.

Direct payroll costs for the third quarter of 2024 totaled $16.2 million or 5.5% of revenue compared to $16.3 million or 6.0% of revenue for the third quarter of 2023. The decrease in direct payroll costs as a percentage of revenues was primarily due to a decrease in staffing services within the mix of our customer base compared to the third quarter of 2023.

Payroll taxes and benefits for the third quarter of 2024 totaled $154.1 million or 52.4% of revenue compared to $135.7 million or 49.6% of revenue for the third quarter of 2023. The increase in payroll taxes and benefits expense as a percentage of revenue was primarily due to higher average payroll tax rates in the third quarter of 2024 and PEO client benefit costs of $9.0 million in the third quarter of 2024 compared to $3.4 million in the third quarter of 2023.

Workers' compensation expense for the third quarter of 2024 totaled $49.5 million or 16.8% of revenue compared to $53.0 million or 19.4% of revenue for the third quarter of 2023. The decrease in workers' compensation expense as a percentage of revenue was primarily due to favorable claims development as compared to the third quarter of 2023, as well as favorable prior year liability and premium adjustments of $4.3 million in the third quarter of 2024, compared to favorable prior year liability and premium adjustments of $2.2 million in the third quarter of 2023.

Selling, general and administrative ("SG&A") expenses for the third quarter of 2024 totaled $49.1 million or 16.7% of revenue compared to $44.2 million or 16.2% of revenue for the third quarter of 2023. The increase of $4.9 million in SG&A expense was primarily attributable to increased employee-related costs, including increased variable employee compensation and incentive pay related to stronger financial results compared to the third quarter of 2023.

Other income, net for the third quarter of 2024 totaled $2.3 million compared to other income, net of $2.4 million for the third quarter of 2023. The decrease was primarily attributable to a decrease in investment income in the third quarter of 2024.

Our effective income tax rate for the third quarter of 2024 was 23.6% compared to 26.2% for the third quarter of 2023. Our income tax rate typically differs from the federal statutory tax rate of 21% primarily due to state taxes as well as federal and state tax credits.

Nine Months Ended September 30, 2024 and 2023

Net income for the first nine months of 2024 amounted to $36.2 million compared to net income of $36.1 million for the first nine months of 2023. Diluted net income per share for the first nine months of 2024 was $1.35 compared to diluted net income per share of $1.31 for the first nine months of 2023.

Revenue for the first nine months of 2024 totaled $839.7 million, an increase of $47.1 million or 5.9% over the first nine months of 2023, which reflects an increase in the Company's PEO services revenue of $50.9 million or 7.0% and a decrease in staffing services revenue of $3.8 million or 5.9%.

The increase in PEO services revenue was primarily attributable to a 3.9% increase in average WSEs, a 3.4% increase in the average billing per WSE, as well as an increase in PEO client benefits revenue.

Gross margin for the first nine months of 2024 totaled $181.9 million or 21.6% of revenue compared to $176.9 million or 22.3% of revenue for the first nine months of 2023. The separate components of gross margin are discussed below.

Direct payroll costs for the first nine months of 2024 totaled $45.6 million or 5.4% of revenue compared to $48.3 million or 6.1% of revenue for the first nine months of 2023. The decrease in direct payroll costs as a percentage of revenues was primarily due to a decrease in staffing services within the mix of our customer base compared to the first nine months of 2023.

Payroll taxes and benefits for the first nine months of 2024 totaled $464.8 million or 55.4% of revenue compared to $414.4 million or 52.3% of revenue for the first nine months of 2023. The increase in payroll taxes and benefits expense as a percentage of revenue was primarily due to higher average payroll tax rates in the first nine months of 2024 and PEO client benefit costs of $22.6 million in the first nine months of 2024 compared to $6.6 million in the first nine months of 2023.

Workers' compensation expense for the first nine months of 2024 totaled $147.4 million or 17.6% of revenue compared to $153.0 million or 19.3% of revenue for the first nine months of 2023. The decrease in workers' compensation expense as a percentage of revenue was primarily due to favorable prior year liability and premium adjustments of $16.1 million in the first nine months of 2024 compared to favorable prior year liability and premium adjustments of $9.5 million in the first nine months of 2023, as well as favorable claims development as compared to the first nine months of 2023.

SG&A expense for the first nine months of 2024 totaled $137.1 million or 16.3% of revenue compared to $129.2 million or 16.3% of revenue for the first nine months of 2023. The increase of $7.9 million in SG&A expense was primarily attributable to increased employee-related costs.

Other income, net for the first nine months of 2024 totaled $8.6 million compared to other income, net of $6.8 million for the first nine months of 2023. The increase was primarily attributable to an increase in investment income in the first nine months of 2024.

Our effective income tax rate for the first nine months of 2024 was 24.2% compared to 26.8% for the first nine months of 2023. Our income tax rate typically differs from the federal statutory tax rate of 21% primarily due to state taxes as well as federal and state tax credits.

Fluctuations in Quarterly Operating Results

We historically have experienced significant fluctuations in our quarterly operating results, including losses or minimal income in the first quarter of each year, and expect such fluctuations to continue in the future. Our operating results may fluctuate due to a number of factors such as seasonality, wage limits on statutory payroll taxes, claims experience for workers' compensation, demand for our services, and competition. Payroll taxes, as a component of cost of revenues, generally decline throughout a calendar year as the applicable statutory wage bases for federal and state unemployment taxes and Social Security taxes are exceeded on a per employee basis. Our revenue levels may be higher in the third quarter due to the effect of increased business activity of our customers' businesses in the agriculture, food processing and forest products-related industries. In addition, revenues in the fourth quarter may be reduced by many customers' practice of operating on holiday-shortened schedules. Workers' compensation expense varies with both the frequency and severity of workplace injury claims reported during a quarter and the estimated future costs of such claims. Positive or adverse loss development of prior period claims during a subsequent quarter may also contribute to the volatility in the Company's estimated workers' compensation expense.

Liquidity and Capital Resources

The Company's cash balance of $28.7 million, which includes cash, cash equivalents, and restricted cash, decreased $46.1 million for the nine months ended September 30, 2024, compared to a decrease of $44.9 million for the comparable period of 2023. The decrease in cash at September 30, 2024 as compared to December 31, 2023 was primarily due to increased trade accounts receivable, purchases of investments and restricted investments, decreased workers' compensation claims liabilities, repurchases of common stock, decreased premium payable, purchases of property, equipment and software, and dividend payments, partially offset by proceeds from sales and maturities of investments and restricted investments, net income, and increased accrued payroll, payroll taxes and related benefits.

Net cash used in operating activities for the nine months ended September 30, 2024 amounted to $43.3 million, compared to cash provided of $10.0 million for the comparable period of 2023. For the nine months ended September 30, 2024, net cash used in operating activities was primarily due to increased trade accounts receivable of $82.3 million, decreased workers' compensation claims liabilities of $30.7 million, and decreased premium payable of $15.7 million, partially offset by net income of $36.2 million, and increased accrued payroll, payroll taxes and related benefits of $35.0 million.

Net cash provided by investing activities for the nine months ended September 30, 2024 totaled $29.0 million, compared to cash used of $17.5 million for the comparable period of 2023. For the nine months ended September 30, 2024, net cash provided by investing activities consisted of proceeds from sales and maturities of investments and restricted investments of $75.5 million, partially offset by purchases of investments and restricted investments of $35.4 million, and purchases of property, equipment and software of $11.0 million.

Net cash used in financing activities for the nine months ended September 30, 2024 was $31.9 million, compared to cash used of $37.4 million for the comparable period of 2023. For the nine months ended September 30, 2024, net cash used in financing activities primarily consisted of repurchases of common stock of $22.1 million and dividend payments of $6.0 million.

The Company is required to maintain minimum collateral levels for certain policies issued under the insured program, which is held in a trust account (the "trust account"). The balance in the trust account was $189.3 million and $210.9 million at September 30, 2024 and December 31, 2023, respectively. The trust account balance is included as a component of the current and long-term restricted cash and investments in the Company's unaudited condensed consolidated balance sheets.

See "Note 4 - Revolving Credit Facility and Long-Term Debt" to the unaudited condensed consolidated financial statements included in Item 1 of Part I of this report for additional information regarding the Company's credit agreement with Wells Fargo Bank, N.A.

Forward-Looking Information

Statements in this report include forward-looking statements which are not historical in nature and are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include, among others, discussion of economic conditions in our market areas and their effect on revenue levels; the competitiveness of our service offerings; the availability of certain fully insured medical and other health and welfare benefits to qualifying worksite employees; our ability to attract and retain clients and to achieve revenue growth; the effect of changes in our mix of services on gross margin; labor market conditions; the adequacy of our workers' compensation reserves; the effect of changes in estimates of our future claims liabilities on our workers' compensation reserves, including the effect of changes in our reserving practices and claims management process on our actuarial estimates; expected levels of required surety deposits and letters of credit; the outcome of tax audits; the effect of our formation and operation of two wholly owned licensed insurance subsidiaries; the risks of operation and cost of our insured program; the financial viability of our excess insurance carriers; the effectiveness of our management information systems; our relationship with our primary bank lender and the availability of financing and working capital to meet our funding requirements; litigation costs; the effect of changes in the interest rate environment on the value of our investment securities; the adequacy of our allowance for expected credit losses; and the potential for and effect of acquisitions.

All our forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors with respect to the Company include: our ability to retain current clients and attract new clients; difficulties associated with integrating clients into our operations; economic trends in our service areas; the potential for material deviations from expected future workers' compensation claims experience; changes in the workers' compensation regulatory environment in our primary markets; PEO client benefit costs; security breaches or failures in the Company's information technology systems; collectability of accounts receivable; changes in executive management; changes in effective payroll tax rates and federal and state income tax rates; the carrying values of deferred income tax assets and goodwill (which may be affected by our future operating results); the effects of inflation on our operating expenses and those of our clients; the impact of and potential changes to the Patient Protection and Affordable Care Act, escalating medical costs, and other health care legislative initiatives on our business; the effect of conditions in the global capital markets on our investment portfolio; and the availability of capital, borrowing capacity on our revolving credit facility, or letters of credit necessary to meet state-mandated surety deposit requirements for maintaining our status as a qualified self-insured employer for workers' compensation coverage or our insured program. Additional risk factors affecting our business are discussed in Item 1A of Part I of our Annual Report on Form 10-K for the year ended December 31, 2023, which was filed with the SEC on March 1, 2024. We disclaim any obligation to publicly announce 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 and outstanding borrowings on its line of credit. The Company's investments and restricted investments, which are classified as available-for-sale, consist primarily of fixed-rate debt securities, the fair value of which fluctuates with prevailing interest rates. Our cash equivalents consist primarily of money market funds, which are not meaningfully impacted by interest rate risk. We attempt to limit our investment portfolio's exposure to market risk through low investment turnover and diversification. Based on the Company's overall interest exposure at September 30, 2024, a 50-basis-point increase in market interest rates would have a $4.6 million downward effect on the fair value of the Company's investment portfolio. Outstanding borrowings on the Company's line of credit bear interest at a variable market rate, which makes the cost of borrowing on the line of credit susceptible to changing interest rates. At September 30, 2024, the Company had no outstanding borrowings on its line of credit.

Item 4. Controlsand Procedures

Evaluation of Disclosure Controls and Procedures

Management is responsible for establishing and maintaining adequate internal control over financial reporting ("ICFR") as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Our ICFR is a process designed by, or under the supervision of, our Chief Executive Officer ("CEO") and Chief Financial Officer ("CFO"), to provide reasonable assurance regarding the reliability of financial reporting and the preparation of our condensed consolidated financial statements for external purposes in accordance with GAAP.

We maintain "disclosure controls and procedures" that are designed with the objective of providing reasonable assurance that information required to be disclosed in the reports we file or submit under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), is recorded, processed, summarized, and reported within the time periods specified in the SEC's rules and forms, and that such information is accumulated and communicated to our management, including our CEO and CFO, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating our disclosure controls and procedures, our management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and our management is required to apply their judgment in evaluating the cost-benefit relationship of possible controls and procedures.

Based on their evaluation, the Company's CEO and CFO have concluded that the Company's disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) were effective as of September 30, 2024.

Changes in Internal Control over Financial Reporting

There have been no changes in the Company's internal control over financial reporting that occurred during the quarter ended September 30, 2024 that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.

Inherent Limitations

Control systems, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control systems' objectives are being met. Further, the design of any control systems must reflect the fact that there are resource constraints, and the benefits of all controls must be considered relative to their costs. Due to the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision making can be faulty and that breakdowns can occur because of simple errors or mistakes. Control systems can also be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls. The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with policies or procedures.

PART II-OTHERINFORMATION

Item 1. LegalProceedings

Refer to "Note 6 - Litigation," to the unaudited condensed consolidated financial statements included in Part I, Item 1 of this report for information regarding legal proceedings in which we are involved.

Item 1A. Risk Factors

There have been no material changes in the risk factors that were included in our Annual Report on Form 10-K for the year ended December 31, 2023, which was filed with the SEC on March 1, 2024.

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

The following table summarizes information related to stock repurchases during the quarter ended September 30, 2024.


Month	Total Number of Shares Repurchased		Average Price Paid Per Share			Total Number of Shares Repurchased as Part of Publicly Announced Plan (1)		Approximate Dollar Value of Shares that May Yet Be Repurchased Under the Plan (in thousands) (1)
Jul 1 - Jul 31, 2024		30,000		$	32.64			30,000	$	43,900
Aug 1 - Aug 31, 2024		79,370			35.18			79,370		41,108
Sep 1 - Sep 30, 2024		119,200			35.66			119,200		36,858
Total		228,570					228,570

(1) On July 31, 2023, the Board of Directors authorized the repurchase of up to $75.0 million of the Company's common stock over a two-year period beginning July 31, 2023. As of September 30, 2024, the Company had repurchased 1,331,658 shares at an aggregate purchase price of $38.1 million under the repurchase program.

Item 6. Exhibits


31.1		Certification of Chief Executive Officer pursuant to Rule 13a-14(a).
31.2		Certification of Chief Financial Officer pursuant to Rule 13a-14(a).
32*		Certification pursuant to 18 U.S.C. Section 1350.
101.INS		Inline XBRL Instance Document- the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH		Inline XBRL Taxonomy Extension Schema Document
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document
104		The cover page from the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2024, has been formatted in Inline XBRL.

*Furnished, not filed.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


	BARRETT BUSINESS SERVICES, INC.
	Registrant

Date: November 6, 2024	By:	/s/ Anthony J. Harris
		Anthony J. Harris
		Executive Vice President and Chief Financial Officer and Treasurer

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