BARRETT BUSINESS SERVICES INC 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 June 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 July 1 7, 2024, 26,137,737 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 - June 30, 2024 and December 31, 2023 3 Condensed Consolidated Statements of Operations - Three and Six Months Ended June 30, 2024 and 2023 4 Condensed Consolidated Statements of Comprehensive Income - Three and Six Months Ended June 30, 2024 and 2023 5 Condensed Consolidated Statements of Stockholders’ Equity - Three and Six Months Ended June 30, 2024 6 Condensed Consolidated Statements of Stockholders’ Equity - Three and Six Months Ended June 30, 2023 7 Condensed Consolidated Statements of Cash Flows - Six Months Ended June 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 20 Item 3. Quantitative and Qualitative Disclosures About Market Risk 27 Item 4. Controls and Procedures 27 Part II - Other Information Item 1. Legal Proceedings 28 Item 1A. Risk Factors 28 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 28 Item 6. Exhibits 29 Signatures 29 2 PART I – FINANCI AL INFORMATION Item 1. Unaudited Interim Condensed Consolidated Financial Statements Barrett Business Services, Inc. Condensed Consolida ted Balance Sheets (Unaudited) (In Thousands, Except Par Value) June 30, December 31, 2024 2023 ASSETS Current assets: Cash and cash equivalents $ 40,348 $ 71,168 Investments 70,100 81,027 Trade accounts receivable, net 211,565 171,407 Income taxes receivable 1,184 7,987 Prepaid expenses and other 17,459 18,443 Restricted cash and investments 80,818 97,470 Total current assets 421,474 447,502 Property, equipment and software, net 54,240 50,295 Operating lease right-of-use assets 20,278 19,898 Restricted cash and investments 133,617 145,583 Goodwill 47,820 47,820 Other assets 6,352 6,222 Deferred income taxes 4,806 4,218 Total assets $ 688,587 $ 721,538 LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Accounts payable $ 4,396 $ 6,593 Accrued payroll, payroll taxes and related benefits 250,630 234,080 Current operating lease liabilities 6,245 6,623 Current premium payable 16,134 35,276 Other accrued liabilities 10,496 10,674 Workers' compensation claims liabilities 44,929 50,006 Total current liabilities 332,830 343,252 Long-term workers' compensation claims liabilities 104,701 117,757 Long-term premium payable 27,127 37,812 Long-term operating lease liabilities 15,220 14,590 Customer deposits and other long-term liabilities 9,748 8,987 Total liabilities 489,626 522,398 Commitments and contingencies (Notes 4 and 6 ) Stockholders' equity: Common stock, $ .01 par value; 82,000 shares authorized, 25,949 and 26,290 shares issued and outstanding (1) 259 263 Additional paid-in capital (1) 38,882 36,743 Accumulated other comprehensive loss ( 22,340 ) ( 20,801 ) Retained earnings 182,160 182,935 Total stockholders' equity 198,961 199,140 Total liabilities and stockholders' equity $ 688,587 $ 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 Statements for details. The accompanying notes are an integral part of these condensed consolidated financial statements. 3 Barrett Business Services, Inc. Condensed Consolidated S tatements of Operations (Unaudited) (In Thousands, Except Per Share Amounts) Three Months Ended Six Months Ended June 30, June 30, 2024 2023 2024 2023 Revenues: Professional employer services $ 259,887 $ 244,256 $ 506,076 $ 476,563 Staffing services 19,764 20,374 39,357 42,734 Total revenues 279,651 264,630 545,433 519,297 Cost of revenues: Direct payroll costs 14,693 15,110 29,410 31,981 Payroll taxes and benefits 148,810 134,109 310,705 278,691 Workers' compensation 48,251 48,365 97,854 100,035 Total cost of revenues 211,754 197,584 437,969 410,707 Gross margin 67,897 67,046 107,464 108,590 Selling, general and administrative expenses 45,577 43,808 87,991 85,034 Depreciation and amortization 1,912 1,729 3,764 3,406 Income from operations 20,408 21,509 15,709 20,150 Other income (expense): Investment income, net 3,069 2,129 6,343 4,444 Interest expense ( 44 ) — ( 88 ) ( 38 ) Other, net 27 19 93 55 Other income, net 3,052 2,148 6,348 4,461 Income before income taxes 23,460 23,657 22,057 24,611 Provision for income taxes 6,759 6,641 5,492 6,776 Net income $ 16,701 $ 17,016 $ 16,565 $ 17,835 Basic income per common share (1) $ 0.64 $ 0.63 $ 0.63 $ 0.65 Weighted average number of basic common shares outstanding (1) 26,067 27,005 26,174 27,235 Diluted income per common share (1) $ 0.62 $ 0.62 $ 0.62 $ 0.64 Weighted average number of diluted common shares outstanding (1) 26,765 27,500 26,794 27,721 (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 Statements for details. 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) Three Months Ended June 30, 2024 2023 Net income $ 16,701 $ 17,016 Unrealized losses on investments, net of tax of ($ 16 ) and ($ 775 ) in 2024 and 2023, respectively ( 43 ) ( 2,028 ) Comprehensive income $ 16,658 $ 14,988 Six Months Ended June 30, 2024 2023 Net income $ 16,565 $ 17,835 Unrealized (losses) gains on investments, net of tax of ($ 588 ) and $ 620 in 2024 and 2023, respectively ( 1,539 ) 1,624 Comprehensive income $ 15,026 $ 19,459 The accompanying notes are an integral part of these condensed consolidated financial statements. 5 Barrett Business Services, Inc. Condensed Consolidated Statem ents of Stockholders’ Equity Three and Six Months Ended June 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 (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 Statements for details. The accompanying notes are an integral part of these condensed consolidated financial statements. 6 Barrett Business Services, Inc. Condensed Consolidated St atements of Stockholders’ Equity Three and Six Months Ended June 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 (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 Statements for details. The accompanying notes are an integral part of these condensed consolidated financial statements. 7 Barrett Business Services, Inc. Condensed Consolidated S tatements of Cash Flows (Unaudited) (In Thousands) Six Months Ended June 30, 2024 2023 Cash flows from operating activities: Net income $ 16,565 $ 17,835 Reconciliations of net income to net cash used in operating activities: Depreciation and amortization 3,764 3,406 Non-cash lease expense 3,308 3,514 Net investment (accretion) amortization and (gains) losses recognized ( 498 ) 468 Share-based compensation 4,293 3,891 Changes in certain operating assets and liabilities: Trade accounts receivable ( 40,158 ) ( 34,217 ) Income taxes 6,803 3,881 Prepaid expenses and other 984 2,162 Accounts payable ( 2,197 ) ( 2,563 ) Accrued payroll, payroll taxes and related benefits 16,776 16,507 Other accrued liabilities ( 434 ) ( 3,992 ) Premium payable ( 29,827 ) ( 5,363 ) Workers' compensation claims liabilities ( 18,265 ) ( 24,902 ) Operating lease liabilities ( 3,436 ) ( 3,592 ) Other assets and liabilities, net ( 31 ) ( 232 ) Net cash used in operating activities ( 42,353 ) ( 23,197 ) Cash flows from investing activities: Purchase of property, equipment and software ( 7,709 ) ( 5,806 ) Purchase of investments — ( 188 ) Proceeds from sales and maturities of investments 10,607 514 Purchase of restricted investments ( 7,650 ) ( 11,454 ) Proceeds from sales and maturities of restricted investments 61,758 10,571 Net cash provided by (used in) investing activities 57,006 ( 6,363 ) Cash flows from financing activities: Proceeds from credit-line borrowings 415 — Payments on credit-line borrowings ( 415 ) — Repurchases of common stock ( 14,103 ) ( 18,175 ) Common stock repurchased on vesting of stock awards ( 1,853 ) ( 1,309 ) Dividends paid ( 3,925 ) ( 4,080 ) Proceeds from exercise of stock options and purchase of ESPP 383 341 Net cash used in financing activities ( 19,498 ) ( 23,223 ) Net decrease in cash, cash equivalents and restricted cash ( 4,845 ) ( 52,783 ) Cash, cash equivalents and restricted cash, beginning of period 74,841 107,378 Cash, cash equivalents and restricted cash, end of period $ 69,996 $ 54,595 The accompanying notes are an integral part of these condensed consolidated financial statements. 8 Barrett Business Services, Inc. Notes to Condensed Consoli dated 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 20,500,000 shares to 82,000,000 shares, 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 $ 0.01 per 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 30 days’ 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 30 days. 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. 9 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 two wholly 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 months to 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. 10 Allowance for expected credit losses The Company had an allowance for expected credit losses of $ 0.9 million at June 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. 11 Other comprehensive income refers to revenues, expenses, gains and losses that under U.S. generally accepted accounting principles (“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 six months ended June 30, 2024 and 2023 did not materially differ from interest expense. Income taxes paid by the Company during the six months ended June 30, 2024 and 2023 totaled $ 0.26 m illion and $ 2.84 mil lion, 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): June 30, December 31, June 30, December 31, 2024 2023 2023 2022 Cash and cash equivalents $ 40,348 $ 71,168 $ 48,347 $ 91,423 Restricted cash, included in restricted cash and investments 29,648 3,673 6,248 15,955 Total cash, cash equivalents and restricted cash shown in the statements of cash flows $ 69,996 $ 74,841 $ 54,595 $ 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 Six Months Ended June 30, June 30, 2024 2023 2024 2023 Weighted average number of basic shares outstanding 26,067 27,005 26,174 27,235 Effect of dilutive securities 698 495 620 486 Weighted average number of diluted shares outstanding 26,765 27,500 26,794 27,721 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 doubtful accounts, 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. 12 Reclassifications To conform to the current period’s presentation, safety incentives liability of $ 1.3 million was reclassified to other accrued liabilities in the prior period condensed consolidated balance sheets, and net cash outflows related to safety incentives liability of $ 0.4 million was reclassified to other accrued liabilities in the prior period condensed consolidated statements of cash flows. Additionally, to conform the current period’s presentation to reclassifications made in 2023, net cash outflows associated with premiums payable to third party insurance carriers of $ 5.4 million were reclassified from other accrued liabilities to premium payable 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 $ 0.2 million 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 are evaluating the impact of applying this new accounting guidance to our financial statement disclosures. 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 are evaluating the impact of applying this new accounting guidance to our income tax disclosures. 13 Note 2 - Fair Value Measurement The following table summarizes the Company’s investments at June 30, 2024 and December 31, 2023 measured at fair value on a recurring basis (in thousands): June 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 $ 3,334 $ — $ 3,334 $ 19,539 $ — $ 19,539 Total cash equivalents 3,334 — 3,334 19,539 — 19,539 Investments: Corporate bonds 32,258 ( 3,033 ) 29,225 34,472 ( 3,159 ) 31,313 U.S. government agency securities 12,782 ( 398 ) 12,384 12,830 ( 408 ) 12,422 U.S. treasuries 12,454 ( 1,348 ) 11,106 12,448 ( 1,253 ) 11,195 Mortgage-backed securities 12,611 ( 2,727 ) 9,884 13,084 ( 2,454 ) 10,630 Asset backed securities 7,634 ( 133 ) 7,501 13,659 ( 187 ) 13,472 Emerging markets — — — 2,003 ( 8 ) 1,995 Total current investments 77,739 ( 7,639 ) 70,100 88,496 ( 7,469 ) 81,027 Restricted cash and investments (1) : Corporate bonds 82,685 ( 8,950 ) 73,735 82,481 ( 8,454 ) 74,027 U.S. treasuries 54,962 ( 7,016 ) 47,946 109,020 ( 6,415 ) 102,605 Mortgage-backed securities 42,971 ( 6,080 ) 36,891 42,077 ( 5,216 ) 36,861 U.S. government agency securities 16,844 ( 1,191 ) 15,653 16,863 ( 1,199 ) 15,664 Mutual funds 9,999 — 9,999 8,941 — 8,941 Asset backed securities 1,094 ( 2 ) 1,092 799 — 799 Money market funds 247 — 247 337 — 337 Emerging markets 200 — 200 200 2 202 Total restricted cash and investments 209,002 ( 23,239 ) 185,763 260,718 ( 21,282 ) 239,436 Total investments $ 290,075 $ ( 30,878 ) $ 259,197 $ 368,753 $ ( 28,751 ) $ 340,002 (1) Included in restricted cash and investments within the condensed consolidated balance sheets as of June 30, 2024 and December 31, 2023 is restricted cash of $ 28.7 million and $ 3.6 million, 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. 14 The following table summarizes the Company’s investments at June 30, 2024 and December 31, 2023 measured at fair value on a recurring basis by fair value hierarchy level (in thousands): June 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 $ 3,334 $ — $ — $ 3,334 $ 19,539 $ — $ — $ 19,539 Investments: Corporate bonds 29,225 — 29,225 — 31,313 — 31,313 — U.S. government agency securities 12,384 — 12,384 — 12,422 — 12,422 — U.S. treasuries 11,106 — 11,106 — 11,195 — 11,195 — Mortgage-backed securities 9,884 — 9,884 — 10,630 — 10,630 — Asset backed securities 7,501 — 7,501 — 13,472 — 13,472 — Emerging markets — — — — 1,995 — 1,995 — Restricted cash and investments: Corporate bonds 73,735 — 73,735 — 74,027 — 74,027 — U.S. treasuries 47,946 — 47,946 — 102,605 — 102,605 — Mortgage-backed securities 36,891 — 36,891 — 36,861 — 36,861 — U.S. government agency securities 15,653 — 15,653 — 15,664 — 15,664 — Mutual funds 9,999 9,999 — — 8,941 8,941 — — Asset backed securities 1,092 — 1,092 — 799 — 799 — Money market funds 247 — — 247 337 — — 337 Emerging markets 200 — 200 — 202 — 202 — Total investments $ 259,197 $ 9,999 $ 245,617 $ 3,581 $ 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 June 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. June 30, 2024 (In thousands) Less than 1 Year Between 1 to 5 Years Between 5 to 10 Years After 10 Years Total Corporate bonds $ 4,319 $ 68,730 $ 29,744 $ 167 $ 102,960 U.S. treasuries 1,639 40,945 16,468 — 59,052 U.S. government agency securities 4,949 22,049 1,039 — 28,037 Asset backed securities — 1,092 6,210 1,291 8,593 Money market funds 3,581 — — — 3,581 Emerging markets — — 200 — 200 Total $ 14,488 $ 132,816 $ 53,661 $ 1,458 $ 202,423 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 23 years as of June 30, 2024 and December 31, 2023 , respectively. 15 Note 3 – Workers’ Compensation Claims The following table summarizes the aggregate workers’ compensation reserve activity (in thousands): Three Months Ended Six Months Ended June 30, June 30, 2024 2023 2024 2023 Beginning balance Workers' compensation claims liabilities $ 158,054 $ 201,641 $ 167,763 $ 215,987 Add: claims expense incurred Current period 3,699 3,482 7,299 7,844 Prior periods ( 1,830 ) ( 1,580 ) ( 4,822 ) ( 2,694 ) Total claims expense incurred 1,869 1,902 2,477 5,150 Less: claim payments related to Current period 1,565 585 2,519 765 Prior periods 8,734 11,807 18,223 29,287 Total claim payments 10,299 12,392 20,742 30,052 Change in claims incurred in excess of retention limits 6 671 132 737 Ending balance Workers' compensation claims liabilities $ 149,630 $ 191,822 $ 149,630 $ 191,822 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 for BBSI to participate in savings if claims develop favorably up to a maximum per policy year ranging from $ 20.5 million to $ 28.5 million, 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 $ 7.5 million if claims develop adversely. No additional 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 $ 3.0 million per occurrence on policies issued after June 30, 2020 and $ 5.0 million 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. 16 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 $ 181.3 million and $ 210.9 million at June 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 $ 3.0 million per occurrence, except in Maryland and Colorado, where the Company’s retention per occurrence is $ 1.0 million and $ 2.0 million, 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 $ 5.0 million per occurrence, except in Maryland and Colorado, where the retention per occurrence is $ 1.0 million and $ 2.0 million, respectively. The states of California, Maryland, Oregon, Washington, Colorado and Delaware required the Company to maintain collateral totaling $ 47.0 million and $ 48.1 million at June 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 June 30, 2024 , the Company provided surety bonds totaling $ 47.0 million. Claims liabilities The Company provided a total of $ 149.6 million and $ 167.8 million at June 30, 2024 and December 31, 2023 , respectively, as an estimated future liability for unsettled workers' compensation claims liabilities. Of this amount, $ 6.1 million and $ 6.0 million at June 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 $ 6.1 million and $ 6.0 million at June 30, 2024 and December 31, 2023 , respectively, included in other assets in the condensed consolidated balance sheets. 17 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 $ 50.0 million and a sublimit for standby letters of credit of $ 25.0 million. 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 no outstanding borrowings on its revolving credit line at June 30, 2024 and December 31, 2023. Th e 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 $ 10 million 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 $ 50 million 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 $ 1 million at any time; • the Company may not terminate or cancel any of the AICE policies; and • if an event of default would occur, and is continuing, including on a pro forma basis, no dividends or distributions would be permitted to be paid and redemptions and repurchases of the Company's stock would be permitted only up to $ 15 million 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 June 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 June 30, 2024 . At June 30, 2024 and December 31, 2023, the Company had no t 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, 2017 through 2021 . BBSI received notices that the IRS intends to disallow certain wage-based tax credits claimed for the years 2017 through 2021 , which could result in estimated total additional taxes of $ 8.0 million and penalties of $ 1.9 million. 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 18 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 June 30, 2024 and December 31, 2023 , total gross unrecognized tax benefits, excluding interest and penalties, of $ 0.5 million and $ 0.8 million, 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 June 30, 2024 , the Company had no state operating loss carryforwards. At June 30, 2024 , the Company did no t 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 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 estimated liabilities totaling $ 0.04 million 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. 19 Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations General Company Background Barrett 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 Strategy Our 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 Organization We 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 Overview BBSI’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. 20 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 six months ended June 30, 2024 and 2023 ($ in thousands): Percentage of Total Net Revenues Three Months Ended Six Months Ended June 30, June 30, 2024 2023 2024 2023 Revenues: Professional employer services $ 259,887 92.9 % $ 244,256 92.3 % $ 506,076 92.8 % $ 476,563 91.8 % Staffing services 19,764 7.1 20,374 7.7 39,357 7.2 42,734 8.2 Total revenues 279,651 100.0 264,630 100.0 545,433 100.0 519,297 100.0 Cost of revenues: Direct payroll costs 14,693 5.3 15,110 5.7 29,410 5.4 31,981 6.2 Payroll taxes and benefits 148,810 53.2 134,109 50.7 310,705 57.0 278,691 53.7 Workers’ compensation 48,251 17.3 48,365 18.3 97,854 17.9 100,035 19.3 Total cost of revenues 211,754 75.8 197,584 74.7 437,969 80.3 410,707 79.2 Gross margin 67,897 24.2 67,046 25.3 107,464 19.7 108,590 20.8 Selling, general and administrative expenses 45,577 16.3 43,808 16.6 87,991 16.1 85,034 16.4 Depreciation and amortization 1,912 0.7 1,729 0.7 3,764 0.7 3,406 0.7 Income from operations 20,408 7.2 21,509 8.0 15,709 2.9 20,150 3.7 Other income, net 3,052 1.1 2,148 0.8 6,348 1.2 4,461 0.9 Income before income taxes 23,460 8.3 23,657 8.8 22,057 4.1 24,611 4.6 Provision for income taxes 6,759 2.4 6,641 2.5 5,492 1.0 6,776 1.3 Net income $ 16,701 5.9 % $ 17,016 6.3 % $ 16,565 3.1 % $ 17,835 3.3 % 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 six months ended June 30, 2024 and 2023. (Unaudited) (Unaudited) Three Months Ended Six Months Ended June 30, June 30, (in thousands) 2024 2023 2024 2023 Gross billings $ 2,029,036 $ 1,911,550 $ 3,936,584 $ 3,700,768 PEO and staffing wages $ 1,764,182 $ 1,661,668 $ 3,420,626 $ 3,213,021 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. 21 (Unaudited) (Unaudited) Percentage of Gross Billings Percentage of Gross Billings Three Months Ended Six Months Ended June 30, June 30, 2024 2023 2024 2023 PEO and staffing wages 86.9% 86.9% 86.9% 86.9% Payroll taxes and benefits 7.3% 7.0% 7.9% 7.5% Workers' compensation 2.5% 2.6% 2.5% 2.7% Gross margin 3.3% 3.5% 2.7% 2.9% 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 June 30, 2024 Year-over-year % Growth 2023 Year-over-year % Growth Average WSEs 128,734 3.7% 124,186 1.6% Ending WSEs 130,046 2.1% 127,336 2.8% (Unaudited) Six Months Ended June 30, 2024 Year-over-year % Growth 2023 Year-over-year % Growth Average WSEs 125,892 3.4% 121,749 2.1% Ending WSEs 130,046 2.1% 127,336 2.8% 22 Three Months Ended June 30, 2024 and 2023 Net income for the second quarter of 2024 amounted to $16.7 million compared to net income of $17.0 million for the second quarter of 2023. Diluted net income per share for the second quarter of 2024 was $0.62 compared to diluted net income per share of $0.62 for the second quarter of 2023. Revenue for the second quarter of 2024 totaled $279.7 million, an increase of $15.1 million or 5.7% over the second quarter of 2023, which reflects an increase in the Company’s PEO services revenue of $15.6 million or 6.4% and a decrease in staffing services revenue of $0.6 million or 3.0%. The increase in PEO services revenue was primarily attributable to an increase in average number of WSEs and an increase in average billing per WSE, as well as an increase in PEO benefits revenue. Gross margin for the second quarter of 2024 totaled $67.9 million or 24.2% of revenue compared to $67.0 million or 25.3% of revenue for the second quarter of 2023. The separate components of gross margin are discussed below. Direct payroll costs for the second quarter of 2024 totaled $14.7 million or 5.3% of revenue compared to $15.1 million or 5.7% of revenue for the second 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 second quarter of 2023. Payroll taxes and benefits for the second quarter of 2024 totaled $148.8 million or 53.2% of revenue compared to $134.1 million or 50.7% of revenue for the second 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 second quarter of 2024 and PEO client benefit costs of $7.1 million in the second quarter of 2024 compared to $1.8 million in the second quarter of 2023. Workers’ compensation expense for the second quarter of 2024 totaled $48.3 million or 17.3% of revenue compared to $48.4 million or 18.3% of revenue for the second quarter 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 $8.9 million in the second quarter of 2024, compared to favorable prior year liability and premium adjustments of $6.3 million in the second quarter of 2023. Selling, general and administrative (“SG&A”) expenses for the second quarter of 2024 totaled $45.6 million or 16.3% of revenue compared to $43.8 million or 16.6% of revenue for the second quarter of 2023. The decrease as a percentage of revenue was primarily the result of decreased employee-related costs as a percentage of revenue. Other income, net for the second quarter of 2024 totaled $3.1 million compared to other income, net of $2.1 million for the second quarter of 2023. The increase was primarily attributable to an increase in investment income in the second quarter of 2024. Our effective income tax rate for the second quarter of 2024 was 28.8% compared to 28.1% for the second 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. Six Months Ended June 30, 2024 and 2023 Net income for the first six months of 2024 amounted to $16.6 million compared to net income of $17.8 million for the first six months of 2023. Diluted net income per share for the first six months of 2024 was $0.62 compared to diluted net income per share of $0.64 for the first six months of 2023. Revenue for the first six months of 2024 totaled $545.4 million, an increase of $26.1 million or 5.0% over the first six months of 2023, which reflects an increase in the Company's PEO services revenue of $29.5 million or 6.2% and a decrease in staffing services revenue of $3.4 million or 7.9%. The increase in PEO services revenue was primarily attributable to an increase in the average number of WSEs and an increase in average billing per WSE, as well as an increase in PEO benefits revenue. Gross margin for the first six months of 2024 totaled $107.5 million or 19.7% of revenue compared to $108.6 million or 20.8% of revenue for the first six months of 2023. The separate components of gross margin are discussed below. 23 Direct payroll costs for the first six months of 2024 totaled $29.4 million or 5.4% of revenue compared to $32.0 million or 6.2% of revenue for the first six 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 six months of 2023. Payroll taxes and benefits for the first six months of 2024 totaled $310.7 million or 57.0% of revenue compared to $278.7 million or 53.7% of revenue for the first six 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 six months of 2024 and PEO client benefit costs of $13.7 million in the first six months of 2024 compared to $3.2 million in the first six months of 2023. Workers' compensation expense for the first six months of 2024 totaled $97.9 million or 17.9% of revenue compared to $100.0 million or 19.3% of revenue for the first six 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 $11.8 million in the first six months of 2024 compared to favorable prior year liability and premium adjustments of $7.4 million in the first six months of 2023. SG&A expense for the first six months of 2024 totaled $88.0 million or 16.1% of revenue compared to $85.0 million or 16.4% of revenue for the first six months of 2023. The decrease as a percentage of revenue was primarily the result of decreased employee-related costs as a percentage of revenue. Other income, net for the first six months of 2024 totaled $6.3 million compared to other income, net of $4.5 million for the first six months of 2023. The increase was primarily attributable to an increase in investment income in the first six months of 2024. Our effective income tax rate for the first six months of 2024 was 24.9% compared to 27.5% for the first six 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 have historically 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 $70.0 million, which includes cash, cash equivalents, and restricted cash, decreased $4.8 million for the six months ended June 30, 2024, compared to a decrease of $52.8 million for the comparable period of 2023. The decrease in cash at June 30, 2024 as compared to December 31, 2023 was primarily due to increased trade accounts receivable, decreased premium payable, decreased workers’ compensation claims liabilities, repurchases of common stock, and purchases of property, equipment and software, partially offset by proceeds from sales and maturities of restricted and unrestricted cash and investments, increased accrued payroll, payroll taxes and related benefits, and net income. 24 Net cash used in operating activities for the six months ended June 30, 2024 amounted to $42.4 million, compared to cash used of $23.2 million for the comparable period of 2023. For the six months ended June 30, 2024, net cash used in operating activities was primarily due to increased trade accounts receivable of $40.2 million, decreased premium payable of $29.8 million, and decreased workers’ compensation claims liabilities of $18.3 million, partially offset by increased accrued payroll, payroll taxes and related benefits of $16.8 million, and net income of $16.6 million. Net cash provided by investing activities for the six months ended June 30, 2024 totaled $57.0 million, compared to cash used of $6.4 million for the comparable period of 2023. For the six months ended June 30, 2024, net cash provided by investing activities consisted of proceeds from sales and maturities of investments and restricted investments of $72.4 million, partially offset by purchases of property, equipment and software of $7.7 million and purchases of restricted investments of $7.7 million. Net cash used in financing activities for the six months ended June 30, 2024 was $19.5 million, compared to cash used of $23.2 million for the comparable period of 2023. For the six months ended June 30, 2024, net cash used in financing activities primarily consisted of repurchases of common stock of $14.1 million and dividend payments of $3.9 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 $181.3 million and $210.9 million at June 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. 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. 25 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 lingering effects of the COVID-19 pandemic on our business operations, 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, our ability to generate sufficient taxable income in the future to utilize our deferred tax assets, 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 or industry to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors with respect to the Company include: 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 benefits 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. 26 Item 3. Quantitative and Qualitati ve 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 June 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 June 30, 2024, the Company had no outstanding borrowings on its line of credit. Item 4. Controls and 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 June 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 June 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. 27 PART II-OTHER INFORMATION Item 1. Legal Proceedings Refer to “Note 6 - Litigation," to the 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. Ri sk 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. Ite m 2. Unregistered Sales of Equity Securities and Use of Proceeds The following table summarizes information related to stock repurchases during the quarter ended June 30, 2024. Month Total Number of Shares Repurchased (1) Average Price Paid Per Share (1) Total Number of Shares Repurchased as Part of Publicly Announced Plan (1)(2) Approximate Dollar Value of Shares that May Yet Be Repurchased Under the Plan (in thousands) (1)(2) April 56,000 $ 30.32 56,000 $ 50,228 May 85,580 30.98 85,580 47,577 June 81,200 33.22 81,200 44,879 Total 222,780 222,780 (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 Statements for details. (2) 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. The new repurchase program replaces the program approved in February 2022. As of June 30, 2024, the Company had repurchased 1,103,088 shares at an aggregate purchase price of $30.1 million under the new repurchase program. 28 Item 6. Exhibits 3.1 Charter of the Registrant, as amended, through June 4, 2024 . 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 June 30, 2024, has been formatted in Inline XBRL. * Furnished, not filed. SIGNAT URES 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: July 31, 2024 By: /s/ Anthony J. Harris Anthony J. Harris Executive Vice President and Chief Financial Officer and Treasurer 29