Legal Proceedings
−Removed: 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.
+Added: 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.
Ri sk Factors
−Removed: 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.
+Added: Other than the information below, 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, 2024, which was filed with the SEC on February 28, 2025.
+Added: Failure to interpret and comply with applicable federal and state payroll tax and unemployment tax laws could materially adversely affect our business, reputation, results of operations and financial condition.
+Added: As the administrative employer in our co-employer relationships with our clients, we are subject to a complex and evolving set of federal, state and local payroll tax laws and regulations, including requirements related to withholding, reporting and remitting payroll taxes on behalf of our clients.
+Added: Compliance with these laws requires significant resources, and failure to comply with payroll tax laws in any jurisdiction in which we operate could subject us to financial penalties, interest charges and other liabilities.
+Added: Additionally, our clients may be eligible for various legislative and regulatory programs, including those established under the CARES Act and the American Rescue Plan Act, such as the Employee Retention Tax Credit (“ERC”), which use payroll tax credits or deferrals as the mechanism to provide benefits to small businesses and employees.
+Added: When clients and former clients wish to utilize ERCs and other similar programs, the associated tax forms must be filed through the PEO, and we have made such filings for many of our current and former clients claiming ERCs.
+Added: These filings are currently under exam by the IRS to assess the eligibility of the ERCs claimed by our PEO clients.
+Added: Determining eligibility for ERCs and other programs is complex and is based on company-specific data that PEOs do not possess for their clients.
+Added: Notwithstanding, the IRS has taken positions that certain third-party payors, including PEOs, as well as their clients, are responsible for repaying rejected tax credit claims under the ERC program.
+Added: While we disagree with the IRS’s position and our clients are contractually and statutorily responsible for repaying any rejected tax credits, this does not guarantee recovery, and any failure to recover rejected tax credits from our clients where the IRS attempts to hold BBSI liable could have a material adverse effect on our business, reputation, results of operations, and financial condition.
+Added: Changes in U.S.
+Added: and foreign trade policies, including tariffs, related retaliatory measures, and other trade restrictions, could adversely affect our clients and our business.
+Added: Recent developments in U.S.
+Added: and foreign trade policies—including the imposition or escalation of tariffs, retaliatory measures by trading partners, and other trade restrictions such as export bans or suspensions of critical raw materials—may materially impact our clients and in turn our business, particularly for those clients that rely on global supply chains.
+Added: executive branch has imposed and threatened tariffs to address trade imbalances, promote domestic manufacturing, and respond to national security concerns.
+Added: In response, countries such as China have implemented or threatened retaliatory actions, including higher tariffs on U.S.
+Added: goods and restrictions on the export of strategic resources such as rare earth elements and key industrial inputs.
+Added: These measures can significantly raise the cost of raw materials, components, and finished goods, placing considerable financial pressure on our clients in certain industries that rely on imports, such as construction, manufacturing and logistics.
+Added: To mitigate these impacts, clients may reduce payroll, delay hiring, or implement workforce reductions—all of which could lead to decreased demand for our services, adversely affecting our revenue.
+Added: In addition, increased costs and supply chain disruptions resulting from these trade policies may strain our clients’ operations, which could result in client business slowdowns or closures, further affecting our ability to attract and retain clients.
+Added: Clients affected by such trade restrictions may also experience liquidity constraints or broader financial difficulties, which could impair their ability to pay for our services.
+Added: These factors could have a material adverse effect on our results of operations and financial condition.
Unregistered Sales of Equity Securities and Use of Proceeds
−Removed: The following table summarizes information related to stock repurchases during the quarter ended September 30, 2024.
+Added: The following table summarizes information related to stock repurchases during the quarter ended March 31, 2025.
Total Number of
5 unchanged sentences
(in thousands) (1)
−Removed: Jul 1 - Jul 31, 2024
−Removed: Aug 1 - Aug 31, 2024
−Removed: Sep 1 - Sep 30, 2024
+Added: Jan 1 - Jan 31, 2025
+Added: Feb 1 - Feb 28, 2025
+Added: Mar 1 - Mar 31, 2025
(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.
−Removed: 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.
+Added: As of March 31, 2025, the Company had repurchased 1,722,134 shares at an aggregate purchase price of $54.3 million under the repurchase program.
Certification of Chief Executive Officer pursuant to Rule 13a-14(a).
8 unchanged sentences
Inline XBRL Taxonomy Extension Presentation Linkbase Document
−Removed: 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.
+Added: The cover page from the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2025, has been formatted in Inline XBRL.
* Furnished, not filed.
1 unchanged sentence
BARRETT BUSINESS SERVICES, INC.
−Removed: November 6, 2024
/s/ Anthony J.
1 unchanged sentence
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.