BARRETT BUSINESS SERVICES INC
10-Q, 1998-05-14
HELP SUPPLY SERVICES
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                                  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 March 31, 1998

                           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 April 30, 1998
was 6,780,813 shares.

<PAGE>

                         BARRETT BUSINESS SERVICES, INC.

                                      INDEX

                                                                            Page

Part I - Financial Information

       Item 1.       Financial Statements

                     Balance Sheets - March 31, 1998 and
                     December 31, 1997.........................................3

                     Statements of Operations - Three Months
                     Ended March 31, 1998 and 1997.............................4

                     Statements of Cash Flows - Three Months
                     Ended March 31, 1998 and 1997.............................5

                     Notes to Financial Statements.............................6

       Item 2.       Management's Discussion and Analysis of
                     Financial Condition and Results of
                     Operations................................................9

Part II - Other Information

       Item 6.       Exhibits and Reports on Form 8-K.........................15

Signatures           .........................................................16

Exhibit Index        .........................................................17

                                       2
<PAGE>
                               PART I - Financial Information

Item 1.  Financial Statements

                         BARRETT BUSINESS SERVICES, INC.
                                 Balance Sheets
                                   (Unaudited)
                                 (In thousands)

                                                    March 31,       December 31,
                                                       1998            1997
         Assets                                     ---------       ------------
                                                                   
Current assets:                                                    
   Cash and cash equivalents                         $ 3,435         $ 3,380
   Trade accounts receivable, net                     20,551          19,366
   Prepaid expenses and other                          1,476           1,080
   Deferred tax assets (Note 2)                        2,002           1,926
                                                     -------         -------
     Total current assets                             27,464          25,752
Intangibles, net                                      11,753          12,094
Property and equipment, net                            4,489           4,263
Restricted marketable securities and                               
 workers' compensation deposits                        6,013           6,095
Other assets                                             200             206
                                                     -------         -------
                                                     $49,919         $48,410
                                                     =======         =======
                                                                   
         Liabilities and Stockholders' Equity                      
                                                                   
Current liabilities:                                               
   Current portion of long-term debt                 $   312         $   323
   Income taxes payable (Note 2)                          54              --
   Accounts payable                                      846             801
   Accrued payroll, payroll taxes and                              
    related benefits                                  10,505           9,403
   Accrued workers' compensation claim                             
    liabilities                                        3,094           3,140
   Customer safety incentives payable                  1,070           1,073
   Other accrued liabilities                             378             399
                                                     -------         -------
     Total current liabilities                        16,259          15,139
Long-term debt, net of current portion                   520             531
Customer deposits                                        882             934
Long-term workers' compensation liabilities              728             632
Other long-term liabilities                            1,038           1,030
                                                     -------         -------
                                                      19,427          18,266
                                                     -------         -------
Commitments and contingencies                                      
                                                                   
Stockholders' equity:                                              
   Common stock, $.01 par value; 20,500 shares                     
    authorized, 6,747 and 6,743 shares issued                      
    and outstanding, respectively                         67              67
   Additional paid-in capital                         11,710          11,685
   Retained earnings                                  18,715          18,392
                                                     -------         -------
                                                      30,492          30,144
                                                     -------         -------
                                                     $49,919         $48,410
                                                     =======         =======
                                                                   
                                                                   
         The  accompanying  notes  are  an  integral  part  of  these  financial
statements. statements.
                                                                   
                                       3                           
<PAGE>                                                             
                                                                   
                                                                   
                              BARRETT BUSINESS SER INC.SERVICES,
                                  Statements of Operations         
                                        (Unaudited)     
                          (In thousands, except per share amounts)


                                                     Three Months Ended
                                                         March 31,
                                                   ----------------------
                                                     1998            1997
                                                  --------          -------
                                                               
Revenues:                                                      
     Staffing services                            $34,511          $32,436
     Professional employer services                28,254           29,650
                                                   ------           ------
                                                   62,765           62,086
                                                   ------           ------
Cost of revenues:                                              
     Direct payroll costs                          48,926           47,807
     Payroll taxes and benefits                     5,808            5,997
     Workers' compensation                          1,866            1,855
     Safety incentives                                364              323
                                                   ------           ------
                                                   56,964           55,982
                                                   ------           ------
                                                               
Gross margin                                        5,801            6,104
                                                               
Selling, general and administrative                            
 expenses                                           5,021            4,515
Amortization of intangibles                           341              317
                                                   ------           ------
                                                               
Income from operations                                439            1,272
                                                               
Other income (expense):                                        
     Interest expense                                 (27)             (25)
     Interest income                                  125              103
     Other, net                                         1               --
                                                   ------           ------
                                                       99               78
                                                   ------           ------
                                                               
Income before provision for income taxes              538            1,350
Provision for income taxes                            215              520
                                                   ------           ------
                                                               
Net income                                        $   323          $   830
                                                   ======           ======
                                                               
Basic earnings per share (Note 4)                 $   .05          $   .12
                                                   ======           ======

Weighted average number of basic
 shares outstanding                                 6,744            6,800
                                                   ======           ======

Diluted earnings per share (Note 4)               $   .05          $   .12
                                                   ======           ======

Weighted average number of diluted
 shares outstanding                                 6,798            6,997
                                                   ======           ======

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

                                       4
<PAGE>

                              BARRETT BUSINESS SERVICES, INC.
                                  Statements of Cash Flows
                                        (Unaudited)
                                       (In thousands)
                                                              Three Months Ended
                                                                   March 31,
                                                             -------------------
                                                              1998        1997
                                                             ------      -------

Cash flows from operating activities:
     Net income                                            $   323     $   830
     Reconciliation of net income to cash
      from operations:
         Depreciation and amortization                         447         404
     Changes in certain assets and liabilities,
      net of acquisition:
         Trade accounts receivable, net                     (1,185)     (1,734)
         Note receivable                                         -         324
         Prepaid expenses and other                           (396)       (385)
         Deferred tax asset                                    (76)        (84)
         Accounts payable                                       45          29
         Accrued payroll, payroll taxes and related
          benefits                                           1,102       1,946
         Accrued workers' compensation claims
          liabilities                                          (46)        183
         Customer safety incentives payable                     (3)         14
         Income taxes payable                                   54         504
         Other accrued liabilities and other assets            (15)       (214)
         Customer deposits and long-term workers'
          compensation liabilities                              44          (4)
         Other long-term liabilities                             8           5
                                                            ------      ------
     Net cash provided by operating activities                 302       1,818
                                                            ------      ------

Cash flows from investing activities:
         Cash paid for acquisition, including other
          direct costs                                           -      (2,095)
         Purchases of fixed assets, net of amounts
          purchased in acquisition                            (332)       (106)
         Proceeds from maturities of marketable securities   2,839       1,556
         Purchases of marketable securities                 (2,757)     (1,548)
                                                            ------      ------
     Net cash used in investing activities                    (250)     (2,193)
                                                            ------      ------

Cash flows from financing activities:
         Payment of credit line assumed in acquisition           -        (401)
         Payments on long-term debt                            (22)        (15)
         Proceeds from exercise of stock
          options and warrants                                  25         505
                                                            ------      ------
     Net cash provided by financing activities                   3          89
                                                            ------      ------

Net increase (decrease) in cash and cash equivalents            55        (286)

Cash and cash equivalents, beginning of period               3,380       1,901
                                                            ------      ------

Cash and cash equivalents, end of period                   $ 3,435     $ 1,615
                                                            ======      ======

Supplemental schedule of noncash activities:
     Acquisition of other business:
         Cost of acquisition in excess of fair market
          value of net assets acquired                       -         $ 3,030
         Tangible assets acquired                            -             672
         Liabilities issued or assumed                       -           1,607


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

                                       5
<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  1997 Annual  Report on Form 10-K at pages F1-F21.  The results of
operations for an interim period are not  necessarily  indicative of the results
of operations for a full year.

         Certain prior year amounts have been  reclassified  to conform with the
1998  presentation.  Such  reclassifications  had no impact on gross margin, net
income or stockholders' equity.


NOTE 2 - PROVISION FOR INCOME TAXES:

       Deferred  tax  assets   (liabilities)  are  comprised  of  the  following
components (in thousands):

                                           March 31, 1998    December 31, 1997
                                           --------------    -----------------
Accrued workers' compensation claims
     liabilities                              $1,489               $1,469

Allowance for doubtful accounts                  236                  236

Tax depreciation in excess of book
     depreciation                               (161)                (165)

Safety incentives                                308                  276

Book amortization of intangibles in excess
     of tax amortization                         130                  110
                                               -----                -----

                                              $2,002               $1,926
                                               =====                =====

                                       6
<PAGE>

       The  provision for income taxes for the three months ended March 31, 1998
and 1997, is as follows (in thousands):

                                            Three Months      Three Months
                                                Ended             Ended
                                           March 31, 1998    March 31, 1997
                                           --------------    --------------

Current:
     Federal                                   $ 235               $ 488
     State                                        56                 116
                                                ----                ----
                                                 291                 604
Deferred:
     Federal                                     (67)                (70)
     State                                        (9)                (14)
                                                ----                ----
                                                 (76)                (84)
                                                ----                ----

         Provision for income taxes            $ 215               $ 520
                                                ====                ====


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 1,300,000.

         The following table summarizes options granted under the Plan in 1998:

Outstanding at December 31, 1997   595,119         $  3.50 to $18.00

Options granted                     50,331         $  4.60 to $11.44
Options exercised                   (3,750)        $  3.50 to $ 9.50
Options canceled or expired        (54,071)        $ 11.44 to $17.94
                                   -------

Outstanding at March 31, 1998      587,629         $  3.50 to $18.00
                                   =======

Exercisable at March 31, 1998      276,855
                                   =======

Available for grant at
     March 31, 1998                507,496
                                   =======

         The options listed in the table  generally  become  exercisable in four
equal annual installments beginning one year after the date of grant.

         Certain of the Company's highly  compensated zone and branch management
employees had  previously  elected to receive a portion of their  quarterly cash
bonus in the form of  nonqualified  deferred  compensation  stock options.  Such
options are awarded at a sixty

                                       7
<PAGE>

percent  discount from the then-fair market value of the Company's stock and are
fully  vested  and  immediately  exerciseable  upon  grant.  The  amount  of the
grantee's deferred compensation  (discount from fair market value) is subject to
market risk.  During the first  quarter of 1998,  the Company  awarded  deferred
compensation  stock  options for 7,735 shares at an exercise  price of $4.60 per
share.

NOTE 4 - NET INCOME PER SHARE:

         The Company  adopted  Statement of Financial  Accounting  Standards No.
128,  "Earnings per Share," for the year ended  December 31, 1997.  SFAS No. 128
requires disclosure of basic and diluted earnings per share. The 1997 period has
been restated to reflect the adoption of SFAS No. 128.  Basic earnings per share
are computed based on the weighted  average number of common shares  outstanding
during the period.  Diluted earnings per share reflect the potential  effects of
the exercise of outstanding stock options and warrants.


NOTE 5 - SUBSEQUENT EVENTS:

         Effective April 13, 1998, the Company  acquired  certain assets of BOLT
Staffing  Service,  Inc., a provider of staffing  services located in Pocatello,
Idaho. BOLT Staffing had revenues of approximately $2.4 million  (unaudited) for
the year ended  December  31, 1997.  The Company  paid  $675,000 in cash for the
assets,  assumed a $6,000  office lease  liability  and  incurred  approximately
$10,000 in acquisition  related costs.  The  transaction was accounted for under
the purchase  method of  accounting,  which  resulted in $675,000 of  intangible
assets and $10,000 of fixed assets.

         On April  15,  1998,  the  Company  announced  that it had  reached  an
agreement in principle to acquire Western Industrial Management,  Inc., pursuant
to a  stock-for-stock  merger.  The  transaction  will  be  accounted  for  as a
pooling-of-interests.  The transaction is valued at approximately  $11.1 million
and provides  that the Company will issue  approximately  975,000  shares of its
common  stock in  exchange  for all the stock of  Western.  The  acquisition  is
expected to close on June 1, 1998.  Western, a privately-held  staffing services
company headquartered in San Bernardino, California, operates six branch offices
in Southern California.  Western's revenues for the year ended December 31, 1997
were approximately $24.5 million (unaudited).
                                       8
<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 months ended March 31, 1998 and 1997.

                                                         Percentage of
                                                         Total Revenues
                                                       Three Months Ended
                                                            March 31,
                                                     --------------------

                                                      1998           1997
                                                     ------         -----
Revenues:
     Staffing services                                 55.0%         52.2%
     Professional employer services                    45.0          47.8
                                                      -----         -----
         Total revenues                               100.0         100.0
                                                      -----         -----

Cost of revenues:
     Direct payroll costs                              78.0          77.0
     Payroll taxes and benefits                         9.2           9.7
     Workers' compensation                              3.0           3.0
     Safety incentives                                   .6            .5
                                                      -----         -----
         Total cost of revenues                        90.8          90.2
                                                      -----         -----

Gross margin                                            9.2           9.8
Selling, general and administrative
 expenses                                               8.0           7.3
Amortization of intangibles                              .5            .5
                                                      -----         -----
Income from operations                                   .7           2.0
Other income (expense)                                   .2            .1
                                                      -----         -----
Pretax income                                            .9           2.1
Provision for income taxes                               .4            .8
                                                      -----         -----
Net income                                               .5           1.3
                                                     ======        ======


                   Three months ended March 31, 1998 and 1997

         Net income for the first  quarter of 1998 was  $323,000,  a decrease of
$507,000 from the same period in 1997.  The decrease in net income from 1997 was
attributable  to a lower gross margin  percent owing  primarily to higher direct
payroll  costs,  expressed  as a  percentage  of  revenues,  coupled with higher
selling,  general and  administrative  expenses both in terms of a percentage of
revenues and total dollars.  Basic and diluted  earnings per share for the first
quarter  of 1998 were  $.05,  as  compared  to $.12 for both  basic and  diluted
earnings per share for the first quarter of 1997.
                                       9
<PAGE>

         Revenues  for the first  quarter of 1998  totaled  approximately  $62.8
million, an increase of approximately $679,000 or 1.1% over the first quarter of
1997.  The  quarter-over-quarter  internal  growth rate of revenues was .5%. The
percentage  increase in total  revenues  exceeded  the  internal  growth rate of
revenues primarily due to the HR Only acquisition effective February 1, 1997.

         Staffing services revenue increased approximately $2.1 million or 6.4%,
while  professional  employer  services  revenue  decreased  approximately  $1.4
million  or  4.7%,  which  resulted  in a  decrease  in the mix of  professional
employer  services to 45.0% of total  revenues for the first quarter of 1998, as
compared to 47.8% for the first  quarter of 1997.  The mix of staffing  services
had a corresponding  increase from 52.2% of total revenues for the first quarter
of 1997 to 55.0% for the first quarter of 1998.

         The decrease in PEO revenues was primarily  concentrated  in Oregon and
was  largely  due to a  culling  of  customers  who were (i) not  generating  an
acceptable  profit,  (ii) a poor credit risk,  or (iii) not  complying  with the
Company's workplace safety policies.

         Gross margin for the first quarter of 1998 totaled  approximately  $5.8
million, which represented a decrease of $303,000 or 5.0% from the first quarter
of 1997.  The gross margin  percent  decreased to 9.2% of revenues for the first
quarter of 1998, as compared to 9.8% for the same period of 1997. The decline in
the gross margin  percentage was due to higher direct  payroll costs,  offset in
part by a decrease in payroll taxes and benefits, both in terms of total dollars
and as a  percentage  of  revenues.  The  increase in the  percentage  of direct
payroll  costs from  77.0% for the first  quarter of 1997 to 78.0% for the first
quarter of 1998 was primarily  attributable  to increased  business  activity in
contract  staffing  and on-site  management  arrangements,  which are  typically
higher volume, lower margin accounts.

         Workers'  compensation  expense for the first  quarter of 1998  totaled
$1,866,000 or 3.0% of revenues  which compares to $1,855,000 or 3.0% of revenues
for the same period in 1997.  Management  believes it has  continued to increase
the Company's  accruals for future  adverse loss  development of open claims and
potential future catastrophic workers' compensation claims.

         The  following  table  summarizes  certain  indicators  of  performance
regarding the Company's self-insured workers' compensation program for the first
quarters of 1998 and 1997.
                                       10

<PAGE>

                   Self-Insured Workers' Compensation Profile

                                                            Total Workers'
                                  Total Workers'            Comp Expense
          No. of Injury            Comp Expense               as a % of
             Claims              (in thousands)            Total Payroll
         --------------          --------------            -------------
         1998      1997          1998      1997            1998      1997
         ----      ----          ----      ----            ----      ----

Q1        289       321        $1,866    $1,855             3.8%      3.9%


         Selling, general and administrative expenses for the 1998 first quarter
amounted to  approximately  $5.0 million,  an increase of $506,000 or 11.2% over
the comparable period in 1997.  Selling,  general and  administrative  expenses,
expressed as a percentage of revenues, increased from 7.3% for the first quarter
of 1997 to 8.0% for the first  quarter of 1998.  The  increase in total  dollars
over 1997 was primarily  attributable  to higher branch  management  payroll and
profit  sharing and related  taxes,  coupled  with a full  quarter of  operating
expenses  from  the HR Only  acquisition.  During  the  first  quarter  of 1998,
management  implemented  specific performance criteria for all branches to align
operating  expenses more closely with growth in gross margin dollars rather than
growth in revenues.

         Amortization of intangibles totaled $341,000 or .5% of revenues for the
first  quarter of 1998,  which  compares to $317,000 or .5% of revenues  for the
same period in 1997. The increased  amortization  expense was primarily due to a
full quarter of amortization from the HR Only  acquisition,  which was effective
February 1, 1997.

         The Company  offers  various  qualified  employee  benefit plans to its
employees,  including its worksite  employees.  These qualified employee benefit
plans  include a savings plan (the "401(k)  plan") under  Section  401(k) of the
Internal  Revenue Code (the "Code"),  a cafeteria plan under Code Section 125, a
group health plan, a group life  insurance  plan, a group  disability  insurance
plan and an employee  assistance  plan.  Generally,  qualified  employee benefit
plans are subject to  provisions  of both the Code and the  Employee  Retirement
Income  Security Act ("ERISA").  In order to qualify for favorable tax treatment
under the  Code,  qualified  plans  must be  established  and  maintained  by an
employer for the exclusive benefit of its employees. In the event the tax exempt
status of the Company's  benefit plans were to be  discontinued  and the benefit
plans were to be disqualified, such actions could have a material adverse effect
on the  Company's  business,  financial  condition  and  results of  operations.
Reference  is made to pages 19-20 of the  Company's  1997 Annual  Report on Form
10-K for a more detailed discussion of this issue.
                                       11

<PAGE>


Fluctuations in Quarterly Operating Results

         The Company has historically  experienced  significant  fluctuations in
its quarterly operating results and expects such fluctuations to continue in the
future. The Company's operating results may fluctuate due to a number of factors
such as  seasonality,  wage  limits on  payroll  taxes,  claims  experience  for
workers'  compensation,  demand and competition for the Company's services,  and
the effect of acquisitions.  The Company's revenue levels fluctuate from quarter
to quarter  primarily due to the impact of seasonality in its staffing  services
business  and on  certain  of its PEO  clients  in the  agriculture  and  forest
products related industries.  As a result, the Company may have greater revenues
and net income in the third and fourth  quarters  of its  fiscal  year.  Payroll
taxes and benefits fluctuate with the level of direct payroll costs but may tend
to represent a smaller percentage of revenues later in the Company's fiscal year
as federal and state statutory wage limits for  unemployment and social security
taxes are exceeded by some employees.  Workers' compensation expense varies with
both the frequency and severity of workplace  injury  claims  reported  during a
quarter,  as well as adverse loss  development of prior period claims during the
current or subsequent quarters.

Liquidity and Capital Resources
- -------------------------------

         The Company's  cash position of $3,435,000 at March 31, 1998  increased
by $55,000 from December 31, 1997,  which compares to a decrease of $286,000 for
the comparable  period in 1997. The slight increase in cash at March 31, 1998 as
compared to December 31, 1997,  was primarily  attributable  to cash provided by
operating activities, largely offset by additions to fixed assets.

         Net cash  provided by operating  activities  for the three months ended
March  31,  1998  amounted  to  $302,000,  as  compared  to  $1,818,000  for the
comparable 1997 period. For the 1998 period,  cash flow generated by net income,
together  with an increase of $1,102,000  in accrued  payroll and benefits,  was
offset in part by a $1,185,000 increase in trade accounts receivable.

         Net cash used in investing  activities  totaled  $250,000 for the three
months  ended March 31,  1998,  as compared to  $2,193,000  for the similar 1997
period. For the 1998 period, the principal use of cash for investing  activities
was for  purchases  of  fixed  assets  of  $332,000.  For the 1997  period,  the
principal use of cash for investing  activities was the  acquisition of HR Only.
The Company presently has no material long-term capital commitments.
                                       12
<PAGE>

         Net cash provided by financing  activities for the  three-month  period
ended March 31, 1998 was $3,000,  which compared to $89,000 for the similar 1997
period.  For the 1998 period, the principal source of cash provided by financing
activities  arose from the exercise of employee stock options at exercise prices
ranging  from  $3.50 to $9.50 per  share,  offset in part by  payments  totaling
$22,000 on long-term debt.

         The Company's  business  strategy  continues to focus on growth through
the acquisition of additional personnel-related businesses, both in its existing
markets and other  strategic  geographic  areas,  together with the expansion of
operations  at  existing  offices.  As  disclosed  in  Note 5 to  the  financial
statements  included herein, the Company purchased in April 1998, certain assets
of a staffing services company located in Pocatello, Idaho for $685,000 in cash.
Also as  disclosed  in Note 5 herein,  the Company has reached an  agreement  in
principle to acquire Western  Industrial  Management,  Inc., a staffing services
company  headquartered  in San Bernardino,  California,  in exchange for 975,000
shares of the Company's common stock. The transaction is valued at approximately
$11.1  million and is expected  to close on June 1, 1998.  The Company  actively
explores  proposals for various  acquisition  opportunities on an ongoing basis,
but  there  can  be no  assurance  that  any  additional  transactions  will  be
consummated.

         The Company  presently has an unsecured $4.0 million  revolving  credit
facility which expires May 31, 1998.  There was no outstanding  balance at March
31, 1998. Management expects that the renewal of such credit facility will be in
an amount and on such terms and  conditions as will be not less  favorable  than
the current credit  arrangement.  Management also believes the funds anticipated
to be generated from  operations,  together with the renewed credit facility and
other  potential  sources of  financing,  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.
                                       13

<PAGE>


Forward-Looking Information
- ---------------------------

         Statements in this report which are not historical in nature, including
discussion of economic  conditions in the Company's  market areas, the potential
for and effect of future  acquisitions,  the effect of changes in the  Company's
mix of  services  on  gross  margin,  the  adequacy  of the  Company's  workers'
compensation  reserves and allowance for doubtful  accounts,  the  tax-qualified
status of the Company's  401(k) savings plan, and the  availability of financing
and  working   capital  to  meet  the  Company's   funding   requirements,   are
forward-looking   statements  within  the  meaning  of  the  Private  Securities
Litigation Reform Act of 1995. Such 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  results 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 difficulties associated with integrating acquired
businesses  and clients into the Company's  operations,  economic  trends in the
Company's service areas,  uncertainties regarding government regulation of PEOs,
including the possible adoption by the IRS of an unfavorable  position as to the
tax-qualified  status of  employee  benefit  plans  maintained  by PEOs,  future
workers'  compensation  claims  experience,  and the  availability  of and costs
associated  with  potential  sources of  financing.  The Company  disclaims  any
obligation to update any such factors or to publicly  announce the result of any
revisions to any of the forward-looking  statements  contained herein to reflect
future events or developments.
                                       14

<PAGE>
                           Part II - Other Information


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)       Reports on Form 8-K

              Subsequent to quarter end, on April 17, 1998,  the Company filed a
              Current  Report on Form 8-K dated April 13,  1998,  to report that
              the Company had acquired, effective April 13, 1998, certain assets
              of BOLT Staffing Service,  Inc.,  located in Pocatello,  Idaho for
              $675,000 in cash. The Company also reported that it had reached an
              agreement in principle to acquire Western  Industrial  Management,
              Inc., headquartered in San Bernardino, California, in exchange for
              approximately  975,000 shares of the Company's  common stock.  The
              transaction,  which is valued at approximately $11.1 million, will
              be effected as a stock-for-stock  merger and will be accounted for
              as a pooling-of-interests. The transaction is expected to close on
              June 1, 1998.
                                       15
<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:  May 13, 1998                         By: /s/Michael D. Mulholland
                                               -------------------------
                                               Michael D. Mulholland
                                               Vice President-Finance
                                               (Principal Financial Officer)

                                       16

<PAGE>
                                  EXHIBIT INDEX

Exhibit
- -------

11     Statement of Calculation of Basic and Diluted Shares Outstanding

27     Financial Data Schedule

                                       17



                         BARRETT BUSINESS SERVICES, INC.
                        STATEMENT OF CALCULATION OF BASIC
                      AND DILUTED COMMON SHARES OUTSTANDING


                                                                Three Months
                                                                   Ended
                                                               March 31, 1998
                                                               --------------


     Weighted average number of basic shares outstanding           6,744,280
     Stock option plan shares to be issued at prices
        ranging from $3.50 to $18.00 per share                       585,026
     Warrants issued at a price of $4.20 per share                    30,000
     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                                           (561,037)
                                                                   ---------
     Weighted average number of diluted shares outstanding         6,798,269
                                                                   =========

<TABLE> <S> <C>


<ARTICLE>                     5
<LEGEND>

                                                                    EXHIBIT 27
                         BARRETT BUSINESS SERVICES, INC.
                             FINANCIAL DATA SCHEDULE


This  schedule  contains  summary  financial   information  extracted  from  the
Company's balance sheet and related statement of operations for the period ended
March 31, 1998 and is qualified  in its entirety by reference to such  financial
statements.
</LEGEND>
<CIK>                           0000902791
<NAME>                          Barrett Business Services, Inc.
<MULTIPLIER>                                    1,000
       
<S>                                        <C>    
<PERIOD-TYPE>                                    3-MOS
<FISCAL-YEAR-END>                          Dec-31-1998
<PERIOD-START>                             Jan-01-1998
<PERIOD-END>                               Mar-31-1998
<CASH>                                           3,435
<SECURITIES>                                         0
<RECEIVABLES>                                   20,551
<ALLOWANCES>                                         0
<INVENTORY>                                          0
<CURRENT-ASSETS>                                27,464
<PP&E>                                           4,489
<DEPRECIATION>                                       0
<TOTAL-ASSETS>                                  49,919
<CURRENT-LIABILITIES>                           16,259
<BONDS>                                            832
                                0
                                          0
<COMMON>                                            67
<OTHER-SE>                                      30,425
<TOTAL-LIABILITY-AND-EQUITY>                    49,919
<SALES>                                              0
<TOTAL-REVENUES>                                62,765
<CGS>                                                0
<TOTAL-COSTS>                                   56,964
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                  27
<INCOME-PRETAX>                                    538
<INCOME-TAX>                                       215
<INCOME-CONTINUING>                                323
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                       323
<EPS-PRIMARY>                                     0.05
<EPS-DILUTED>                                     0.05
        


</TABLE>


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