<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13
OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period Ended June 30, 1995
Commission File No. 0-21886
BARRETT BUSINESS SERVICES, INC.
(Exact name of registrant as specified in its charter)
Maryland 52-0812977
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
4724 SW Macadam Avenue
Portland, Oregon 97201
(Address of principal executive offices) (Zip Code)
(503) 220-0988
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such report), and (2) has been subject to such
filing requirements for the past 90 days.
Yes [ X ] No [ ]
Number of shares of Common Stock, $.01 par value outstanding at July 31, 1995
was 6,483,642 shares.
<PAGE>
BARRETT BUSINESS SERVICES, INC.
INDEX
Page
Part I - Financial Information
Item 1. Financial Statements
Balance Sheets - June 30, 1995 and
December 31, 1994. . . . . . . . . . . . . . . . . . . .3
Statements of Operations - Three Months
Ended June 30, 1995 and 1994 . . . . . . . . . . . . . .4
Statements of Operations - Six Months
Ended June 30, 1995 and 1994 . . . . . . . . . . . . . .5
Statements of Cash Flows - Six Months
Ended June 30, 1995 and 1994 . . . . . . . . . . . . . .6
Notes to Financial Statements. . . . . . . . . . . . . .7
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations. . . . . .9
Part II - Other Information
Item 4. Submission of Matters to a Vote of Security
Holders. . . . . . . . . . . . . . . . . . . . . . . . 14
Item 6. Exhibits and Reports on Form 8-K . . . . . . . . . . . 14
Signatures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
Exhibit Index. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
<PAGE>
PART I - Financial Information
Item 1. Financial Statements
BARRETT BUSINESS SERVICES, INC.
Balance Sheets
(In thousands)
Assets (Unaudited)
June 30, December 31,
1995 1994
----------- ------------
Current assets:
Cash and cash equivalents $ 2,221 $ 2,214
Trade accounts receivable, net 13,485 9,631
Prepaid expenses and other 590 599
Deferred tax asset (Note 2) 1,201 914
---------- ----------
Total current assets 17,497 13,358
Intangibles, net 4,652 4,936
Property and equipment, net 2,195 2,110
Restricted marketable securities
and workers' compensation deposits 4,904 4,196
Other assets 97 65
---------- ----------
$ 29,345 $ 24,665
========== ==========
Liabilities and Stockholders' Equity
Current liabilities:
Current portion of long-term debt $ 31 $ 31
Income taxes payable (Note 2) 272 -
Accounts payable 546 218
Accrued payroll, payroll taxes
and related benefits 6,422 5,057
Accrued workers' compensation claims
liabilities 2,981 2,358
Customer safety incentives payable 830 805
---------- ----------
Total current liabilities 11,082 8,469
Long-term debt, net of current portion 895 908
Customer deposits 710 669
Long-term workers' compensation
liabilities 324 164
---------- ----------
Commitments and contingencies 13,011 10,210
---------- ----------
<PAGE>
Stockholders' Equity:
Common stock, $.01 par value; 20,500
shares authorized, 6,483 and 6,367
shares issues and outstanding,
respectively 65 64
Additional paid-in capital 9,473 8,978
Retained earnings 6,796 5,413
---------- ----------
16,334 14,455
---------- ----------
$ 29,345 $ 24,665
========== ==========
The accompanying notes are an integral part of these financial statements.
<PAGE>
BARRETT BUSINESS SERVICES, INC.
Statements of Operations
(Unaudited)
(In thousands, except per share amounts)
Three Months Ended
June 30,
-------------------
1995 1994
---- ----
Revenues:
Temporary staffing services $ 24,333 $ 18,661
Professional employer services 20,231 16,475
-------- --------
44,564 35,136
Cost of revenues:
Direct payroll costs 33,659 26,213
Payroll taxes and benefits 4,044 3,246
Workers' compensation 1,707 1,511
Safety incentives 235 247
-------- --------
39,645 31,217
Gross margin 4,919 3,919
Selling, general and administrative
expenses 3,226 2,560
Amortization of intangibles 138 113
-------- --------
Income from operations 1,555 1,246
Other income (expense):
Interest expense (20) (35)
Interest income 95 29
Other, net 28 1
-------- --------
103 (5)
-------- --------
Income before provision for income taxes 1,658 1,241
Provision for income taxes 619 476
-------- --------
Net income $ 1,039 $ 765
======== ========
Primary earnings per share (Note 5) $ 0.16 $ 0.12
======== ========
Primary weighted average number of common
stock equivalent shares outstanding 6,639 6,622
======== ========
The accompanying notes are an integral part of these financial statements.
<PAGE>
BARRETT BUSINESS SERVICES, INC.
Statements of Operations
(Unaudited)
(In thousands, except per share amounts)
Six Months Ended
June 30,
-------------------
1995 1994
-------- ------
Revenues:
Temporary staffing services $ 44,937 $ 30,421
Professional employer services 38,926 31,782
--------- ---------
83,863 62,203
Cost of revenues:
Direct payroll costs 63,403 46,609
Payroll taxes and benefits 7,626 5,812
Workers' compensation 4,014 2,396
Safety incentives 422 497
--------- ---------
75,465 55,314
--------- ---------
Gross margin 8,398 6,889
Selling, general and administrative
expenses 6,101 4,543
Amortization of intangibles 284 180
--------- ---------
Income from operations 2,013 2,166
Other income (expense):
Interest expense (33) (63)
Interest income 202 85
Other, net 30 32
--------- ---------
199 54
--------- ---------
Income before provision for income taxes 2,212 2,220
Provision for income taxes 829 847
--------- ---------
Net income $ 1,383 $ 1,373
========= =========
Primary earnings per share (Note 5) $ 0.21 $ 0.21
========= =========
Primary weighted average number of common
stock equivalent shares outstanding 6,653 6,580
========= =========
The accompanying notes are an integral part of these financial statements.
<PAGE>
BARRETT BUSINESS SERVICES, INC.
Statements of Cash Flows
(Unaudited)
(In thousands)
Six Months Ended
June 30,
--------------------
1995 1994
------- --------
Cash flows from operating activities:
Net income $ 1,383 $ 1,373
Reconciliation of net income to cash
from operations:
Depreciation and amortization 398 276
Gain on sale of marketable securities (25) -
Changes in certain assets and liabilities:
Trade accounts receivable, net (3,854) (5,179)
Prepaid expenses and other 9 (199)
Deferred tax asset (287) 28
Accounts payable 328 157
Accrued payroll, payroll taxes and related
benefits 1,365 3,257
Accrued workers' compensation claims
liabilities 783 (68)
Customer safety incentives payable 25 155
Income taxes payable 272 15
Customer deposits and other, net 9 61
---------- ---------
Net cash provided by (used in) operating
activities 406 (124)
---------- ---------
Cash flows from investing activities:
Increase in intangibles through
acquisitions - (4,498)
Purchases of fixed assets (199) (294)
Proceeds from sales of marketable
securities 1,035 6,416
Purchases of marketable securities (1,718) (501)
---------- ---------
Net cash (used in) provided by investing
activities (882) 1,123
---------- ---------
Cash flows from financing activities:
Payments on long-term debt (13) (116)
Proceeds from exercise of stock
options and warrants 496 -
---------- ---------
<PAGE>
Net cash provided by (used in) financing
activities 483 (116)
---------- ---------
Net increase in cash and cash equivalents 7 883
Cash and cash equivalents, beginning of period 2,214 1,127
---------- ---------
Cash and cash equivalents, end of period 2,221 2,010
========== =========
Issuance of common stock to acquire intangibles $ - $ 228
========== =========
The accompanying notes are an integral part of these financial statements.
<PAGE>
BARRETT BUSINESS SERVICES, INC.
Notes to Financial Statements
NOTE 1 - BASIS OF PRESENTATION OF INTERIM PERIOD STATEMENTS:
The accompanying financial statements are unaudited and
have been prepared by Barrett Business Services, Inc. (the "Company") pursuant
to the rules and regulations of the Securities and Exchange Commission.
Certain information and note disclosures typically included in financial
statements prepared in accordance with generally accepted accounting
principles have been condensed or omitted pursuant to such rules and
regulations. In the opinion of management, the financial statements include
all adjustments, consisting only of normal recurring adjustments, necessary
for a fair statement of the results for the interim periods presented. The
financial statements should be read in conjunction with the audited financial
statements and notes thereto included in the Company's 1994 Annual Report on
Form 10-K at pages 21-38. The results of operations for an interim period are
not necessarily indicative of the results of operations for a full year.
NOTE 2 - PROVISION FOR INCOME TAXES:
Deferred tax assets (liabilities) are comprised of the following
components (in thousands):
June 30, 1995 December 31, 1994
------------- -----------------
Accrued workers' compensation claims
liabilities. . . . . . . . . . . . . . $ 1,300 $ 982
Allowance for doubtful accounts. . . . . 12 25
Tax depreciation in excess of book
depreciation. . . . . . . . . . . . . . (111) (93)
------- -----
$ 1,201 $ 914
======= =====
The provision for income taxes for the six months ended June 30, 1995 and
1994, is as follows (in thousands):
Six Months Six Months
Ended Ended
June 30, 1995 June 30, 1994
------------- -------------
Current:
Federal. . . . . . . . . . . . . . . . $ 913 $ 673
State. . . . . . . . . . . . . . . . . 203 145
------- --------
1,116 818
Deferred:
Federal. . . . . . . . . . . . . . . . (239) 24
State. . . . . . . . . . . . . . . . . (48) 5
------- --------
(287) 29
------- --------
Provision for income taxes $ 829 $ 847
======= ========
<PAGE>
NOTE 3 - STOCK INCENTIVE PLAN:
In 1993, the Company adopted a stock incentive plan (the "Plan")
which provides for stock-based awards to the Company's employees, directors
and outside consultants or advisers. The number of shares of common stock
reserved for issuance under the Plan is 800,000.
The following table summarizes options granted under the Plan in
1995:
Outstanding at December 31, 1994 306,575 $ 3.50 to $13.56
Options granted 31,500 $11.50 to $14.00
Options exercised (6,325) $ 3.50 to $ 9.50
Options canceled or expired (5,000) $ 3.50 to $ 9.50
-------
Outstanding at June 30, 1995 326,750 $ 3.50 to $14.00
=======
Available for grant at
June 30, 1995 440,750
=======
The options listed in the table will become exercisable in equal annual
installments beginning one year after the date of grant.
NOTE 4 - NET INCOME PER SHARE:
Net income per share is computed based on the weighted average
number of common stock and common stock equivalent shares outstanding during
the period.
NOTE 5 - SUBSEQUENT EVENT:
Subsequent to the end of the second quarter, effective July 17,
1995, the Company purchased certain assets of Mid-Del Employment Service,
Inc., Sussex Employment Services, Inc., PPI (Prestige Personnel) - Salisbury,
Inc. and Del-Mar-Va Nurses-On-Call Inc. These companies are engaged in the
temporary staffing business in eastern Maryland and Delaware. The all-cash
purchase price of $950,000 was accounted for under the purchase method of
accounting which resulted in $925,000 of intangible assets and $25,000 of
fixed assets.
<PAGE>
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Results of Operations
The following table sets forth the percentages of total revenues
represented by selected items in the Company's Statements of Operations for
the three and six-month periods ended June 30, 1995 and 1994.
Percentage of Total Revenues
---------------------------------------
Three Months Ended Six Months Ended
June 30, June 30,
------------------ ----------------
1995 1994 1995 1994
---- ---- ---- ----
Revenues:
Temporary staffing services . . . . . . 54.6% 53.1% 53.6% 48.9%
Professional employer services . . . . . 45.4 46.9 46.4 51.1
---- ---- ---- ----
Total revenues . . . . . . . . . . . 100.0 100.0 100.0 100.0
----- ----- ----- -----
Cost of revenues:
Direct payroll costs . . . . . . . . . 75.5 74.6 75.6 74.9
Payroll taxes and benefits. . . . . . . 9.2 9.3 9.1 9.4
Workers' compensation . . . . . . . . . 3.8 4.3 4.8 3.8
Safety incentives . . . . . . . . . . . .5 .7 .5 .8
---- ---- ---- ----
Total cost of revenues 89.0 88.9 90.0 88.9
---- ---- ---- ----
Gross margin . . . . . . . . . . . . . . . 11.0 11.1 10.0 11.1
Selling, general and administrative
expenses. . . . . . . . . . . . . . . . . 7.5 7.6 7.6 7.6
---- ---- ---- ----
Income from operations . . . . . . . . . . 3.5 3.5 2.4 3.5
Other income (expense) . . . . . . . . . . .2 - .2 .1
--- --- --- ---
Pretax income. . . . . . . . . . . . . . . 3.7 3.5 2.6 3.6
Provision for income taxes . . . . . . . . 1.4 1.3 1.0 1.4
--- --- --- ---
Net income . . . . . . . . . . . . . . . . 2.3 2.2 1.6 2.2
=== === === ===
Three Months Ended June 30, 1995 and 1994
Net income for the second quarter of 1995 was $1,039,000, an
increase of $274,000 or 35.8% over the same period in 1994. The increase in
net income was attributable to increased revenues as gross margin and selling,
general and administrative expenses, expressed as a percentage of revenues,
were generally comparable. Earnings per share for the second quarter of 1995
were $.16 as compared to $.12 for the second quarter of 1994.
Revenues for the second quarter of 1995 totaled approximately
$44.6 million, an increase of approximately $9.4 million or 26.8% over the
second quarter of 1994. The quarter-over-quarter internal growth rate of
revenues was 25.6%. The percentage increase in total revenues exceeded the
internal growth rate of revenues due to the acquisition of two temporary
staffing businesses during the fourth quarter of 1994. The mix of temporary
staffing services as a percent of total revenues increased to 54.6%, up from
53.1% of total revenues for the comparable 1994 period primarily due to the
robust growth of temporary staffing services in California. Professional
employer (staff leasing) services had a correlative decline in sales mix for
the second quarter of 1995 to 45.4% of total revenues as compared to 46.9% of
total revenues for the same period in 1994.
Gross margin for the second quarter of 1995 totaled
approximately $4.9 million or 11.0% of revenues, which represented an increase
of $1.0 million over the same period of 1994. The gross margin percent
decreased to 11.0% for the second quarter of 1995 from 11.1% for the second
quarter of 1994 as a result of increased direct payroll costs as a percentage
of revenues. The increase in direct payroll costs, as a percentage of
revenues, were offset in part by decreases, as a percentage of revenues, in
workers' compensation and safety incentives expenses. In spite of a
previously reported employee fatality in May of 1995, the Company's workers'
compensation expense for the second quarter of 1995 declined to 3.8% of
revenues as compared to 4.3% of revenues for the comparable quarter in 1994.
Effective May 1, 1995, the Company was granted self-insured
employer status for workers' compensation purposes by the United States
Department of Labor for longshore and harbor workers coverage. The Company's
self-insured arrangement includes a self-insured retention of $500,000 per
occurrence combined with excess insurance through a third-party insurance
company for losses in excess of the retention. The market opportunity for the
Company's services to employers in this line of business are principally in
the greater Seattle area and other major seaport cities in Washington, Oregon,
California and Maryland.
Selling, general and administrative expenses (including the
amortization of intangibles) amounted to approximately $3.4 million, an
increase of $.7 million or 25.8% over the comparable period in 1994. The
increase was primarily attributable to additional branch office staffing to
support increased business activity. Selling, general and administrative
expenses, expressed as a percentage of revenues, decreased slightly from 7.6%
for the second quarter of 1994 to 7.5% of revenues for the second quarter of
1995.
Six Months Ended June 30, 1995 and 1994
Net income for the six months ended June 30, 1995 was
$1,383,000, an increase of $10,000 or 0.7% over the same period in 1994. The
increase in net income was due to increased sales growth which was
substantially offset by a lower gross margin percentage in the first quarter
of 1995 owing to increased workers' compensation expense. Earnings per share
for the six months ended June 30, 1995 were $.21, the same as for the six
months ended June 30, 1994.
Revenues for the six months ended June 30, 1995 totaled
approximately $83.9 million, an increase of approximately $21.7 million or
34.8% over the comparable period of 1994. The internal growth rate of
revenues was 24.7%. The growth rate of total revenues exceeded the internal
growth rate due to the acquisition of two temporary staffing businesses during
the first quarter of 1994. These two acquisitions also account for the
principal factors for the increase in the mix of temporary staffing services
for the six-month period of 1995 to 53.6% of total revenues, up from 48.9% of
total revenues for the comparable 1994 period. Professional employer services
as a component of the sales mix had a correlative decline for the six-month
period of 1995 to 46.4% of total revenues as compared to 51.1% of total
revenues for the same period of 1994.
Gross margin for the six-month period ended June 30, 1995
totaled approximately $8.4 million or 10.0% of revenues. Although gross
margin dollars for the six-month period of 1995 increased approximately $1.5
million or 21.9% over the same period in 1994, the 1995 gross margin of 10.0%
declined from the comparable 1994 rate of 11.1%. This decline was primarily
attributable to an increase in self-insured workers' compensation expense from
3.8% to 4.8% as a percent of revenues. The higher expense for the 1995 period
of approximately $1.6 million over the comparable period of 1994 was due to
increases in workers' compensation claims and adverse development of pre-1995
reserved claims, which primarily occurred during the first three months of
1995.
Selling, general and administrative expenses (including the
amortization of intangibles) amounted to approximately $6.4 million or 7.6% of
revenues for the six months ended June 30, 1995 as compared to approximately
$4.7 million or 7.6% of revenues for the comparable period of 1994. The
increase in dollars was primarily due to increased branch office staff added
to support the increased business activity.
Seasonal Fluctuations
The Company's revenues historically have been subject to
some seasonal fluctuation, particularly in its temporary staffing business.
Demand for the Company's temporary employees and certain staff leasing clients
decline during the year-end holiday season and periods of inclement weather.
Correspondingly, demand for temporary staffing services, and the operations of
some staff leasing clients, particularly agricultural and forest products-
related companies, increase during the second and third quarters. As
professional employer (staff leasing) revenues increase in comparison to total
revenues, the effect of seasonal fluctuations on the Company's revenues may
diminish.
Liquidity and Capital Resources
The Company's cash position of $2,221,000 at June 30, 1995
increased by $7,000 from December 31, 1994. The small increase was primarily
due to cash provided by operating activities and proceeds received from the
exercise of warrants to purchase shares of common stock were substantially
offset by net purchases of restricted marketable securities.
Net cash provided by operating activities for the six months
ended June 30, 1995 amounted to $406,000 as compared to cash used in operating
activities of $124,000 for the comparable 1994 period. For the 1995 period,
cash flow generated by increases in accounts payable, accrued payroll and
benefits and workers' compensation claims accruals were offset by a $3,854,000
increase in accounts receivable. The increase in the June 30, 1995 accounts
receivable balance was primarily due to higher revenues for the first six
months of 1995 over the comparable 1994 period, as the number of days sales in
receivables remained generally consistent.
Net cash used in investing activities totaled $882,000 for the
six months ended June 30, 1995 as compared to net cash provided by investing
activities of $1,123,000 for the similar 1994 period. For the 1995 period,
the principal use of cash for investing activities was the purchase of
restricted marketable securities to satisfy various state and federal self-
insured workers' compensation surety deposit requirements. During the
comparable 1994 comparable period, the $4.5 million increase in intangibles
was the result of certain business acquisitions which were funded
substantially from the $6.4 million of proceeds from the sale of marketable
securities. The Company presently has no material long-term capital
commitments.
Net cash provided by financing activities for the six-month
period ended June 30, 1995 was $483,000, which compares to $116,000 used in
financing activities for the comparable 1994 period. The principal source of
cash provided by financing activities arose from the exercise of warrants to
purchase 110,000 shares of the Company's common stock at $4.20 per share.
Such warrants were received by the Company's underwriters in connection with
its June 1993 initial public offering of common stock. As of the date of this
filing, an underwriter continues to hold warrants to purchase 90,000 shares of
common stock at $4.20 per share.
The Company's business strategy continues to include growth
through the expansion of operations at existing offices and through the
acquisition of additional personnel-related businesses, both in its existing
markets and other strategic geographic areas. As disclosed in Note 5 to the
financial statements included herein, the Company purchased, as of July 17,
1995, certain assets of four temporary staffing companies located in Delaware
and Maryland for $950,000 cash. The Company actively explores proposals for
various acquisition opportunities on an ongoing basis, but there can be no
assurance that any additional transactions will consummated.
As previously discussed, the Company was granted self-insured
employer status for workers' compensation purposes for longshore and harbor
workers coverage. To satisfy the surety deposit requirements of the United
States Department of Labor, the Company purchased a U.S. Treasury bill in the
amount of $640,000.
During the second quarter ended June 30, 1995, the Company
renewed its unsecured $4.0 million revolving credit facility through May 30,
1996. There was no outstanding balance at June 30, 1995. The renewal of the
credit facility was on terms and conditions not less favorable than the prior
credit arrangement which expired on May 31, 1995. Management believes that
the current credit facility and other sources of financing, together with
anticipated funds generated from operations, will be sufficient in the
aggregate to fund the Company's working capital needs for the foreseeable
future.
Inflation
Inflation generally has not been a significant factor in the
Company's operations during the periods discussed above. The Company has
taken into account the impact of escalating medical and other costs in
establishing reserves for future expenses for self-insured workers'
compensation claims.
<PAGE>
Part II - Other Information
Item 4. Submission of Matters to a Vote of Security Holders
The Company held its 1995 annual meeting of stockholders on May 18,
1995. The following directors were elected at the annual meeting:
ABSTENTIONS AND
FOR WITHHELD BROKER NON-VOTES
--- -------- ----------------
Robert R. Ames 5,702,565 13,976
Jeffrey L. Beaudoin 5,702,565 13,976
Stephen A. Gregg 5,702,565 13,976
Anthony Meeker 5,702,565 13,976
Stanley G. Renecker 5,702,565 13,976
William W. Sherertz 5,702,860 13,681
Other matters presented for action at the annual meeting were approved
by the following vote:
ABSTENTIONS AND
FOR AGAINST BROKER NON-VOTES
--- ------- ----------------
Approval of the appointment 5,711,479 3,326 1,736
of Price Waterhouse LLP as
independent accountants
Item 6. Exhibits and Reports on Form 8-K
(a) The exhibits filed herewith are listed in the Exhibit Index
following the signature page of this report.
(b) Except as setforth in the Registrant's Quarterly Report on Form
10-Q, Item 6 (b) for the quarterly period ended March 31, 1995, no
reports on Form 8-K were filed by the Registrant during the
quarter for which this report is filed.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.
BARRETT BUSINESS SERVICES, INC.
(Registrant)
Date: August 10, 1995 By: /s/Michael D. Mulholland
Michael D. Mulholland
Vice President-Finance
(Principal Financial Officer)
<PAGE>
EXHIBIT INDEX
Exhibit
4.4 Fourth Amendment to Loan Agreement between the Registrant and First
Interstate Bank of Oregon, N.A. dated June 1, 1995, together with
Optional Advance Note dated June 1, 1995 and Interest Rate Option
Agreement dated June 1, 1995.
11 Statement of Calculation of Average
Common Shares Outstanding
27 Financial Data Schedule
<PAGE>
<PAGE>
EXHIBIT 4.4
FOURTH AMENDMENT TO LOAN AGREEMENT
THIS AMENDMENT TO LOAN AGREEMENT, made and entered into as of the
1st day of June, 1995, by and between FIRST INTERSTATE BANK OF OREGON, N.A.
(hereinafter referred to as "Bank"), and BARRETT BUSINESS SERVICES, INC.
(hereinafter referred to as "Borrower").
RECITALS:
The parties entered into a loan agreement dated as of August 12,
1993 (as amended from time to time the "Agreement"), and the parties now
desire to amend the Agreement as hereinafter provided. Capitalized terms not
otherwise defined herein shall have the meanings assigned to them in the
Agreement.
NOW, THEREFORE, the parties mutually agree as follows:
1. The Agreement is hereby amended to provide:
(a)Section 1 of the Agreement is hereby amended and restated as follows:
"1. LOAN(S). Subject to the terms and conditions of this
Agreement, Bank agrees to make (a) a loan or loans on a revolving basis up to
and including May 30, 1996, in the maximum aggregate amount outstanding at any
one time of Four Million and No/100 Dollars ($4,000,000.00) to Borrower for
the purpose of working capital support ('Revolving Loan'), and (b) a term real
estate loan in the maximum amount of Six Hundred Ninety-three Thousand Seven
Hundred Fifty and No/100 Dollars ($693,750.00) ('Real Estate Loan'). The
Revolving Loan and Real Estate Loan shall be referred to collectively as the
'Loans'. The Loans shall be evidenced by promissory notes substantially in
the form of Exhibits A and B attached hereto and by this reference
incorporated herein ('Notes')."
The attached Exhibit A, which is by this reference incorporated herein, shall
replace the current Exhibit A, and Exhibit B shall remain the same.
(b)The following new Section 4 (h) is inserted:
"(h) Commencing June 1, 1995, pay to Bank a fee computed on the daily
unused commitment amount at a rate of one-quarter of one percent (0.25%) per
annum. The commitment fee shall be computed for the actual number of days
elapsed on the basis of a 365-day or 366-day year, as applicable, and shall be
due and payable monthly in arrears on the first (1st) day of each month.
Payment shall be made at the office of Bank designated by Bank for such
purpose."
2. Except as herein amended, each and all of the terms and
provisions of the Agreement shall be and remain in full force and effect
during the term thereof.
IN WITNESS WHEREOF, the parties hereto have executed this
Amendment to the Agreement, in duplicate, as of the date first hereinabove
written.
UNDER OREGON LAW, MOST AGREEMENTS, PROMISES AND COMMITMENTS MADE BY THE
BANK AFTER OCTOBER 3, 1989, CONCERNING LOANS AND OTHER CREDIT EXTENSIONS
WHICH ARE NOT FOR PERSONAL, FAMILY OR HOUSEHOLD PURPOSES OR SECURED
SOLELY BY THE BORROWER'S RESIDENCE MUST BE IN WRITING, EXPRESS
CONSIDERATION AND BE SIGNED BY THE BANK TO BE ENFORCEABLE.
<PAGE>
Borrower hereby acknowledges receipt of a copy of this Amendment.
BARRETT BUSINESS SERVICES, INC. FIRST INTERSTATE BANK OF
OREGON, N.A.
By /s/ Michael D. Mulholland By /s/ Larry C. Ellis
Michael D. Mulholland Larry C. Ellis
Title: Vice President Title: Vice President
<PAGE>
EXHIBIT A
June 1, 1995
OPTIONAL ADVANCE NOTE
On May 30, 1996, the undersigned promises to pay in lawful money
of the United States of America, to the order of FIRST INTERSTATE BANK OF
OREGON, N.A. ("Bank"), at its Oregon Corporate Division ("OCD"), 1300 S.W.
Fifth Avenue, P.O. Box 3131, Portland, Oregon 97208, the principal sum of Four
Million and No/100 Dollars ($4,000,000.00), or so much thereof as shall have
been advanced by Bank to undersigned and not repaid, together with interest
thereon from the date of such advance.
This Note is given to avoid the execution by undersigned of an
individual note for each advance by Bank to undersigned. In consideration
thereof, undersigned agrees that Bank's record entries of transactions
pursuant to this Note, together with Bank's written advice of charges, shall
be conclusive evidence of borrowings, charges, and payments made pursuant
hereto.
Interest shall accrue and be payable in accordance with the terms
of that certain interest rate option agreement dated the date hereof between
Bank and undersigned, as amended from time to time ("IRO Agreement"). The
unpaid balance of this obligation at any time shall be the aggregate amount
advanced hereunder, plus accrued interest, less the amount of payments made
hereon by or for the undersigned.
Advances hereunder may be made by Bank at the oral or written
request of William W. Sherertz, Jr. or Michael D. Mulholland, who are each
authorized to request advances until written notice of the revocation of such
authority is received by Bank at its OCD. Any such advances or advances made
by Bank in the good faith belief that William W. Sherertz, Jr. or Michael D.
Mulholland made such request, shall be conclusively presumed to have been made
to or for the benefit of undersigned when such amounts are deposited to the
credit of account number 003 0181390 of undersigned at Bank's Head Office
Branch ("Branch"), regardless of the fact that persons other than those
authorized hereunder may have authority to draw against such account or may
have made such requests.
Payment of interest hereunder shall be made when due. Bank is
hereby authorized to charge undersigned's account number 003 0181390 for the
amount of interest due on the due dates. Repayments of principal shall be
made by charging undersigned's account number 003 0181390 at the oral or
written request of William W. Sherertz, Jr. or Michael D. Mulholland.
All communications, instructions or directions by telephone or
otherwise to Bank are to be directed to Bank's OCD.
Upon the occurrence of an Event of Default (as defined in the Loan
Agreement), then, at the option of the holder of this Note, without prior
notice, the entire indebtedness represented hereby shall immediately become
due and payable. Failure or delay of the holder to exercise this option shall
not constitute a waiver of the right to exercise the same in the event of
subsequent default, or in the event of continuance of any existing default
after demand for the performance of the terms hereof.
Undersigned shall pay upon demand any and all expenses, including
reasonable attorneys fees, incurred or paid by the holder of this Note without
suit or action in attempting to collect funds due under this Note. In any
suit or action instituted for the collection of any sums due hereunder, the
prevailing party shall be entitled to recover such sum as the court may
adjudge reasonable for its attorneys fees, both in the trial court and any
appellate court.
This Note is subject to the terms and conditions of that certain
loan agreement dated August 12, 1993, between the undersigned and Bank, as
amended from time to time ("Loan Agreement") and the IRO Agreement.
UNDER OREGON LAW, MOST AGREEMENTS, PROMISES AND COMMITMENTS MADE
BY THE BANK AFTER OCTOBER 3, 1989 CONCERNING LOANS AND OTHER
CREDIT EXTENSIONS WHICH ARE NOT FOR PERSONAL, FAMILY OR HOUSEHOLD
PURPOSES OR SECURED SOLELY BY THE BORROWER'S RESIDENCE MUST BE IN
WRITING, EXPRESS CONSIDERATION AND BE SIGNED BY THE BANK TO BE
ENFORCEABLE. UNDERSIGNED HEREBY ACKNOWLEDGES RECEIPT OF A COPY OF
THIS NOTE.
BARRETT BUSINESS SERVICES, INC.
By s/ Michael D. Mulholland
Michael D. Mulholland
Title VP-Finance
<PAGE>
EXHIBIT A
INTEREST RATE OPTION AGREEMENT
THIS INTEREST RATE OPTION AGREEMENT is entered into this 1st day of
June, 1995, between BARRETT BUSINESS SERVICES, INC. ("Borrower") and FIRST
INTERSTATE BANK OF OREGON, N.A. ("Bank"), and is attached to and incorporated
into that certain optional advance note from Borrower to Bank dated the date
hereof in the maximum principal amount of Four Million and No/100 Dollars
($4,000,000.00) (the "Note"). Advances under the Note shall sometimes be
referred to as a "Loan(s)."
1. Definitions. In addition to terms defined elsewhere in this
Agreement, the following terms are defined for purposes of this Agreement:
Adjusted Eurodollar Rate means, with respect to any Interest
Period for a Eurodollar Loan, a rate per annum [rounded, if necessary, to the
next higher one-one hundredth of one percent (0.01%)] determined by the
following formula:
Adjusted Eurodollar Rate = Base Eurodollar Rate
--------------------
1 - Reserve Factor
This rate reflects market rates and published regulatory reserves.
It does not necessarily reflect Bank's cost of funds or any particular funding
source for Bank.
Base Eurodollar Rate means, with respect to any Interest Period
for a Eurodollar Loan, the rate determined by Bank to be the current rate at
which United States dollar deposits are offered in the Eurodollar market in
the approximate amount of such Eurodollar Loan and having a maturity
approximately equal to such Interest Period.
Business Day means (a) in the case of a Business Day which relates
to a Eurodollar Loan, any weekday of the year on which Bank is open for
business and on which Eurodollar deposits can be offered to Bank; and (b) in
the case of a Business Day which relates to a Prime Rate Loan or Federal Funds
Rate Loan, any weekday of the year on which commercial banks are open for
business in Portland, Oregon.
Federal Funds Rate means, for any day, the interest rate per annum
as determined and published by the Federal Reserve Bank as the average rate
for overnight federal funds transactions, or, if such rate is not so published
for any day which is a Business Day, the average offering rate for overnight
federal funds at 9:00 a.m., Pacific Time, obtained by Bank from two federal
funds brokers of recognized standing selected by it.
Prime Rate means Bank's publicly announced prime rate which is a
base rate used to price some loans. It may not be the lowest rate at which
Bank makes any loan. Each change in said rate is to become effective on the
effective date of each change announced by Bank.
Regulation D means Regulation D of the Board of Governors of the
Federal Reserve System, as amended from time to time.
Reserve Factor means, with respect to any Interest Period of any
Eurodollar Loan, the maximum aggregate reserve percentage which may be imposed
under Regulation D or any other law or regulation for Eurodollar deposits with
a maturity equal to that of the applicable Interest Period.
<PAGE>
2. Interest Rate Options. Borrower shall have the following three
interest rate options ("Interest Rate Options") from which to choose interest
rates payable on amounts outstanding under the Note, as Borrower shall specify
in the related Notice of Election:
(a) Prime Rate Option. A Loan under the Prime Rate Option
("Prime Rate Loan") shall bear interest at the rate per annum of Bank's Prime
Rate, fully floating, each change in said rate to become effective on the
effective date of each change announced by Bank. Interest shall be computed
on the outstanding principal amount on the basis of 365-day or 366-day year,
as applicable, and actual days elapsed. If no Interest Rate Option is
applicable or is selected by Borrower under this Section 2, the Loan shall
accrue interest under the Prime Rate Option.
(b) Federal Funds Rate Option. So long as Borrower is on the
Bank's corporate cash management system and unless Borrower elects another
Interest Rate Option, interest on a Loan ("Federal Funds Rate Loan") shall
accrue under the Federal Funds Rate Option on the daily outstanding principal
owing hereon at the per annum rate of one and three-quarter percent (1.75%)
above the Federal Funds Rate. The Federal Funds Rate Option is available for
overnight borrowing under Bank's corporate cash management system only.
Interest shall be computed on the basis of a 365-day year or 366-day year, as
applicable, and actual days elapsed.
(c) Eurodollar Option. A Loan under the Eurodollar Option
("Eurodollar Loan") shall bear interest at the fixed rate of one and one-
quarter percent (1.25%) per annum above the Adjusted Eurodollar Rate for each
Interest Period. Interest shall be computed on the outstanding principal
amount for the actual number of days elapsed from the first day of the
applicable Interest Period to, but not including, the last day thereof, on the
basis of a 360-day year.
3. Eurodollar Option--Interest Period and Loan Amount Parameters.
(a) Under the Eurodollar Option, the interest period ("Interest
Period") shall commence on a Business Day, and the number of days in any
Interest Period selected shall be in exact multiples of thirty (30) days up to
a maximum of ninety (90) days.
(b) The Eurodollar Option may be selected for a minimum
principal amount of Five Hundred Thousand and No/100 Dollars ($500,000.00) or
a greater amount in an exact multiple of One Hundred Thousand and No/100
Dollars ($100,000.00).
4. Election Procedures--Eurodollar Option. In the case of the
Eurodollar Option, Borrower must give Notice of Election (as defined below) on
the proposed commencement date of the Interest Period.
Borrower may, on any Business Day, prior to 10:00 a.m. Pacific Time,
obtain rate quotation(s) from Bank under the Eurodollar Option for an Interest
Period commencing on the date of quotation. To obtain quotations(s), Borrower
must specify the Eurodollar Option, the principal amount, and the commencement
date and duration of the Interest Period. Within thirty (30) minutes of such
a request, Bank shall provide such quote(s). Borrower shall have thirty (30)
minutes from the time of the Bank's quote(s) to provide a verbal acceptance
("Notice of Election") of any quote(s) to Bank. This Notice of Election shall
irrevocably commit Borrower to the specified terms and shall be promptly con-
firmed by Borrower in substantially the form of Exhibit A attached hereto.
At the sole discretion of Bank, Borrower may elect the Eurodollar Option
for an Interest Period commencing on the date of the Notice of Election.
<PAGE>
5. Payments.
(a) Accrued interest on principal amounts outstanding under the
Prime Rate Option and Federal Funds Rate Option shall be payable on the first
(1st) day of each calendar month, and at the time the Loan is paid in full.
With respect to a Eurodollar Loan, accrued interest shall be payable in full
at the expiration of the Interest Period.
If any payment of principal or interest falls due on a day which
is not a Business Day, then such due date shall be extended to the next
following Business Day; provided, however, that if such extension would cause
payment of principal or interest of a Eurodollar Loan to be made in the next
following calendar month, such payment shall be made on the next preceding
Business Day. In no case shall any Interest Period extend past May 30, 1996.
(b) The aggregate unpaid principal amount outstanding under the
Note, together with unpaid accrued interest thereon, shall be due and payable
in full on May 30, 1996. Borrower may prepay any amount of principal
outstanding under the Prime Rate Option at any time. Any prepayment shall
include payment of interest due to the date of prepayment. The Eurodollar
Option provides for fixed interest rates on specified principal amounts for
fixed Interest Periods, and Bank quotes these rates on the assumption that the
rate will be fixed for the full Interest Period. Therefore, Borrower may from
time to time prepay a Eurodollar Loan in whole or in part, but only under the
conditions and together with the prepayment fee provided under Section 9 of
this Agreement.
(c) All payments shall be made by Borrower to Bank not later
than 12:00 Noon, Pacific Time, on the date due, at the office of Bank
designated by Bank for such purpose and shall be evidenced by a Confirmation
of Repayment in the form of attached Exhibit B. All payments hereunder shall
be applied first to interest, then to principal.
Except as Borrower and Bank may otherwise agree, the Loan shall be
made and repaid in immediately available funds.
6. Modification to Adjusted Eurodollar Rate Calculations. If after
the date of this Agreement there is a change in any law, rule or regulation,
or in the interpretation or administration thereof by any governmental
authority, central bank or comparable agency, or compliance by Bank with any
request or direction (whether or not having the force of law) of any such
authority, central bank or comparable agency that subjects the Bank to
additional costs in, or in Bank's opinion reduces the amount of any payment
received or receivable by Bank under this Agreement or under the Note by
reason of obtaining funds in the Eurodollar market, through imposition of
additional taxes, reserves or any other conditions, then thereafter for
Eurodollar Loans, the formulas for calculating the Adjusted Eurodollar Rate
shall be modified to reflect and include the impact of such change whether or
not the Bank purchases funds in the applicable Eurodollar market. Bank shall
provide Borrower with a statement detailing any modification of calculation.
7. Unavailability of Certain Loans. If, with respect to any Interest
Period of a Eurodollar Loan, Bank determines that deposits in dollars are not
being offered in the relevant market for such Interest Period, or that
adequate and reasonable means do not exist for ascertaining the applicable
rate for a Eurodollar Loan, then Bank shall promptly notify Borrower thereof
by telephone, confirmed in writing, and any request by Borrower for such
Eurodollar Loan shall be deemed to be rescinded.
8. Changes in Law Rendering Certain Loans Illegal. If after the date
of this Agreement there is a change in any law, rule or regulation, or in the
interpretation or administration thereof by any governmental authority,
central bank or comparable agency that renders it illegal for the Bank to make
or maintain Eurodollar Loans, or makes it illegal for the Bank to fund itself
in the applicable Eurodollar market, then Bank shall promptly so notify
Borrower and, upon the effective date of such event, suspend availability of
the Eurodollar Option for the duration of the illegality. If Bank requests,
as may be required by the relevant law, rule, regulation, interpretation, or
administration, Borrower shall prepay any such Eurodollar Loan.
9. Prepayment. For any payment of a Eurodollar Loan prior to the
last day of any applicable Interest Period, whether voluntary or by virtue of
any of the terms of this Agreement, Borrower agrees to give Bank Prepayment
Notification and to pay Bank a fee as calculated below.
The prepayment fee shall be payable if on the Prepayment
Settlement Date the EDA exceeds the EDR and shall be calculated as follows:
Prepayment Prepayment
Fee = Amount X (N/360) X (EDA - EDR)
N = Number of days from and including the Prepayment Settlement
Date up to but not including the last day of the applicable
Interest Period.
EDA = Adjusted Eurodollar Rate applicable to the Eurodollar Loan
being prepaid.
EDR = Eurodollar Prepayment Rate
Should Borrower fail to borrow funds for which Borrower has
selected the Eurodollar Option, or should Borrower fail to prepay a Eurodollar
Loan as specified in its Prepayment Notification, such Loan shall be
considered prepaid and subject to a fee pursuant to this Section, and the
first day of the proposed Interest Period or the payment date specified in the
Notice of Election or Prepayment Notification, as the case may be, shall be
deemed to be the Prepayment Settlement Date.
Any payment shall include interest accrued to the Prepayment
Settlement Date on the Prepayment Amount (except for a Prime Rate Loan) and
shall be applied to the most remotely maturing principal installment(s).
For purposes of this Section, the following definitions shall apply:
Eurodollar Prepayment Rate shall be, with respect to an existing
Eurodollar Loan, the rate determined by Bank to be the current rate
(determined at or before 10:00 a.m., Pacific time, on the Prepayment
Settlement Date of such Eurodollar Loan) at which United States dollars of the
approximate amount and having a maturity approximately equal to the number of
days remaining in the Interest Period of the applicable Eurodollar Loan are
offered in the Eurodollar market.
Prepayment Notification shall be the notification required by this
Section 9 to be given by Borrower to Bank of its intent to pay an existing
Eurodollar Loan prior to the last day of the applicable Interest Period. The
Prepayment Notification shall be given at least __________ (___) Business
Day(s) prior to the Prepayment Settlement Date and shall designate which
Eurodollar Loan is to be paid, the Prepayment Amount and the Prepayment
Settlement Date.
Prepayment Settlement Date shall be the date when Borrower pays or
is deemed to have paid an applicable Eurodollar Loan prior to the last day of
the applicable Interest Period.
10. Arbitration Program
(a) Binding Arbitration. Upon the demand of any party
("Party/Parties"), to a Document (as defined below), whether made before the
institution of any judicial proceeding or not more than sixty (60) days after
service of a complaint, third party complaint, cross-claim or counterclaim or
any answer thereto or any amendment to any of the above, any Dispute (as
defined below) shall be resolved by binding arbitration in accordance with the
terms of this Arbitration Program. A "Dispute" shall include any action,
dispute, claim or controversy of any kind, whether founded in contract, tort,
statutory or common law, equity, or otherwise, now existing or hereafter
arising between any of the Parties arising out of, pertaining to or in
connection with any agreement, document or instrument to which this
Arbitration Program is attached or in which it appears or is referenced or any
related agreements, documents, or instruments ("Documents"). Any Party who
fails to submit to binding arbitration following a lawful demand by another
Party shall bear all costs and expenses, including reasonable attorneys' fees
(including those incurred in any trial, bankruptcy proceeding, or on appeal),
incurred by the other Party in obtaining a stay of any pending judicial
proceeding or compelling arbitration of any Dispute. The parties agree that
any agreement, document or instrument which includes, attaches to or
incorporates this Arbitration Program represents a transaction involving
commerce as that term is used in the Federal Arbitration Act, ("FAA") Title 9
United States Code.
(b) Governing Rules. Arbitrations conducted pursuant to this
Arbitration Program shall be administered by the American Arbitration
Association ("AAA"), or other mutually agreeable administrator
("Administrator") in accordance with the Commercial Arbitration Rules of the
AAA. The FAA shall govern any judicial proceedings, resolve any issue of
arbitrability, and procedurally govern any arbitration related to this
Arbitration Program. The arbitrator(s) shall resolve all Disputes in
accordance with the applicable substantive law designated in the Documents.
The Parties agree not to assert any claim for punitive damages or prejudgment
interest except to the extent such awards are specifically authorized by
statute. Judgment upon any award rendered hereunder may be entered in any
court having jurisdiction.
(c) Preservation of Remedies. No provision of, nor the exercise
of any rights under, this arbitration clause shall limit the right of any
Party to: (1) foreclose against any real or personal property collateral or
other security, or obtain a personal or deficiency award; (2) exercise
self-help remedies (including repossession and setoff rights); or (3) obtain
provisional or ancillary remedies such as injunctive relief, sequestration,
attachment, replevin, garnishment, or the appointment of a receiver from a
court having jurisdiction. Such rights can be exercised at any time except to
the extent such action is contrary to a final award or decision in any
arbitration proceeding. The institution and maintenance of an action as
described above shall not constitute a waiver of the right of any Party to
submit the Dispute to arbitration, nor render inapplicable the compulsory
arbitration provisions hereof. Any claim or Dispute related to exercise of
any self-help, auxiliary or other rights under this paragraph shall be a
Dispute hereunder.
(d) Arbitrator Powers and Qualifications; Awards. The Parties
agree to select a neutral "qualified" arbitrator or a panel of three
"qualified" arbitrators to resolve any Dispute hereunder. "Qualified" means a
practicing attorney, with not less than ten (10) years practice in commercial
law, licensed to practice in the state of the applicable substantive law
designated in the Documents. A Dispute in which the claims or amounts in
controversy do not exceed One Million and No/100 Dollars ($1,000,000.00),
shall be decided by a single arbitrator. A single arbitrator shall have
authority to render an award up to but not to exceed One Million and No/100
Dollars ($1,000,000.00) including all damages of any kind whatsoever, costs,
fees, attorneys' fees and expenses. Submission to a single arbitrator shall
be a waiver of all Parties' claims to recover more than One Million and No/100
Dollars ($1,000,000.00). A Dispute involving claims or amounts in controversy
exceeding One Million and No/100 Dollars ($1,000,000.00) shall be decided by a
majority vote of a panel of three qualified arbitrators. If the Parties
cannot agree on the arbitrator(s) within thirty (30) days after commencement
of an arbitration proceeding, each party shall select one arbitrator and the
two arbitrators so selected shall select either the single arbitrator [One
Million and No/100 Dollars ($1,000,000.00) or less in controversy] or the
third arbitrator [more than One Million and No/100 Dollars ($1,000,000.00) in
controversy]. The arbitrator(s) shall not have the power to award punitive or
exemplary damages except where such damages are specifically provided for by
statute upon which the award is based. The arbitrator(s) shall be empowered
to, at the written request of any Party in any Dispute, (1) to consolidate in
a single proceeding any multiple party claims that are substantially
identical; (2) to consolidate any claims and Disputes between other Parties
which arise out of or relate to the subject matter hereof; and (3) to
administer multiple arbitration claims as class actions in accordance with
Rule 23 of the Federal Rules of Civil Procedure. The arbitrator(s) shall be
empowered to resolve any dispute regarding the terms of this arbitration
clause but shall have no power to change or alter the terms of this
Arbitration Program. The prevailing Party in any Dispute shall be entitled to
recover its reasonable attorneys' fees in any arbitration, and the
arbitrator(s) shall have the power to award such fees.
(e) Miscellaneous. All statutes of limitation applicable to any
Dispute shall apply to any proceeding in accordance with this arbitration
clause. The Parties agree, to the maximum extent practicable, to take any
action necessary to conclude an arbitration hereunder within 180 days of the
filing of a Dispute with the Administrator. The arbitrator(s) shall be
empowered to impose sanctions for any Party's failure to proceed within the
times established herein. Arbitrations shall be conducted in the state of the
applicable substantive law designated in the Documents. The provisions of
this Arbitration Program shall survive any termination, amendment, or
expiration hereof or of the Documents unless the Parties otherwise expressly
agree in writing. Each Party agrees to keep all Disputes and arbitration
proceedings strictly confidential, except for disclosures of information
required in the ordinary course of business of the Parties or as required by
applicable law or regulation. If any provision of this Arbitration Program is
declared invalid by any court, the remaining provisions shall not be affected
thereby and shall remain fully enforceable. The Parties understand they have
decided that upon demand of any of them, their Disputes may be resolved by
arbitration rather than in a court and once so decided cannot later be
brought, filed, or pursued in court.
<PAGE>
IN WITNESS WHEREOF, the undersigned have executed or caused to be
executed this Agreement as of the date first written above.
UNDER OREGON LAW, MOST AGREEMENTS, PROMISES AND COMMITMENTS MADE
BY THE BANK AFTER OCTOBER 3, 1989, CONCERNING LOANS AND OTHER
CREDIT EXTENSIONS WHICH ARE NOT FOR PERSONAL, FAMILY OR HOUSEHOLD
PURPOSES OR SECURED SOLELY BY THE BORROWER'S RESIDENCE MUST BE IN
WRITING, EXPRESS CONSIDERATION AND BE SIGNED BY THE BANK TO BE
ENFORCEABLE.
Borrower hereby acknowledges receipt of a copy of this Agreement.
BARRETT BUSINESS SERVICES, INC.
By s/ Michael D. Mulholland
Michael D. Mulholland
Title VP-Finance
FIRST INTERSTATE BANK OF OREGON, N.A.
By s/ Larry C. Ellis
Larry C. Ellis
Title: Vice President
<PAGE>
Exhibit A
CONFIRMATION OF BORROWING/NOTICE OF ELECTION
________________, 19__
FIRST INTERSTATE BANK OF OREGON, N.A.
Oregon Corporate, T-19
P.O. Box 3131
Portland, Oregon 97208
In accordance with the terms and conditions outlined in the Interest Rate
Option Agreement dated ____________, 1995, executed by the undersigned, it is
our desire to borrow/elect the following:
Amount: $_________________
Interest Rate Option: __________________________
Interest Period
(if any): from _____________, 19__
to _____________, 19__
Rate (for Eurodollar Loan): ______%
Proceeds of any borrowing are to be credited to our Account Number 003-0181390
maintained at your Head Office Branch.
BARRETT BUSINESS SERVICES, INC.
By
________________________________________
Title
______________________________________
<PAGE>
Exhibit B
CONFIRMATION OF REPAYMENT
_________________, 19___
FIRST INTERSTATE BANK OF OREGON, N.A.
Oregon Corporate
P.O. Box 3131
Portland, Oregon 97208
In accordance with the terms and conditions outlined in the Interest Rate
Option Agreement dated ____________, 1995, executed by the undersigned, it is
our desire to repay $________________. This letter will serve as your
authority to charge our General Account 003-0181390 to complete the
transaction.
BARRETT BUSINESS SERVICES, INC.
By ________________________________________
Title ______________________________________
<PAGE>
EXHIBIT 11
BARRETT BUSINESS SERVICES, INC.
STATEMENT OF CALCULATION OF AVERAGE
COMMON SHARES OUTSTANDING
Three Months Six Months
Ended Ended
June 30, 1995 June 30, 1995
------------- -------------
Primary Earnings Per Share:
Weighted average number of shares 6,479,311 6,461,413
Stock option plan shares to be issued at
prices ranging from $3.50 to $14.00 per
share 305,559 305,843
Warrant issues at a price of $4.20 per share 90,000 107,127
Less: Assumed purchase at average market price
during the period using proceeds received
upon exercise of options and purchase of
stock, and using tax benefits of
compensation due to premature dispositions (236,006) (221,714)
--------- ---------
Total Primary Shares 6,638,864 6,652,670
========== ==========
Fully Diluted Earnings Per Share:
Weighted average number of shares 6,479,311 6,461,413
Stock option plan shares to be issued at prices
of ranging from $3.50 to $14.00 per share 305,559 305,843
Warrant issues at a price of $4.20 per share 90,000 107,127
Less: Assumed purchase at the higher of ending
or average market price during the period
using proceeds received upon exercise of
options and purchase of stock, and using
tax benefits of compensation due to pre-
mature dispositions (222,681) (221,714)
--------- ----------
Total Diluted Shares 6,652,189 6,652,670
========= ==========
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND> This schedule contains summary financial information
extracted from the company's balance sheets and related
statements of operations for the period ended June 30,
1995 and is qualified in its entirety by reference to
such financial statements.
<MULTIPLIER> 1,000
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> JUN-30-1995
<PERIOD-TYPE> 6-MOS
<S> <C>
<CASH> 2,221
<SECURITIES> 0
<RECEIVABLES> 13,485
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 17,497
<PP&E> 3,232
<DEPRECIATION> 1,037
<TOTAL-ASSETS> 29,345
<CURRENT-LIABILITIES> 11,082
<BONDS> 895
0
0
<COMMON> 65
<OTHER-SE> 16,269
<TOTAL-LIABILITY-AND-EQUITY> 29,345
<SALES> 83,863
<TOTAL-REVENUES> 83,863
<CGS> 75,465
<TOTAL-COSTS> 75,465
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 33
<INCOME-PRETAX> 2,212
<INCOME-TAX> 829
<INCOME-CONTINUING> 1,383
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,383
<EPS-PRIMARY> .21
<EPS-DILUTED> .21
</TABLE>
