August 4, 2021

BARRETT BUSINESS SERVICES : Management’s Discussion and Analysis of Financial Condition and Results of Operations (form 10-Q)

BARRETT BUSINESS SERVICES : Management's Discussion and Analysis of Financial Condition and Results of Operations (form 10-Q)


General


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

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

• partners with business owners to leverage their investment in human

capital through a high-touch, results-oriented approach;

• brings predictability to each client organization through a three-tiered

management platform; and

• enables business owners to focus on their core business by reducing

organizational complexity and maximizing productivity.



Business Organization. We operate a decentralized delivery model using
operationally-focused business teams, typically located within 50 miles of our
client companies. These teams are led by senior level business generalists and
include senior level professionals with expertise in human resources,
organizational development, risk mitigation and workplace safety and various
types of administration, including payroll. These teams are responsible for
growth of their operations, and for providing strategic leadership, guidance and
expert consultation to our client companies. The decentralized structure fosters
autonomous decision-making in which business teams deliver plans that closely
align with the objectives of each business owner client. This structure also
provides a means of incubating talent to support increased growth and capacity.
We support clients with employees located in 43 states and the District of
Columbia through a network of 56 branch locations in California, Oregon,
Arizona, Colorado, Idaho, Utah, Washington, Maryland, Nevada, Pennsylvania,
Delaware, North Carolina, New Mexico, and Virginia. We also have several smaller
recruiting locations in our general market areas, which are under the direction
of a branch office.

Services Overview. BBSI's core purpose is to advocate for business owners,
particularly in the small and mid-sized business segment. Our evolution from an
entrepreneurially run company to a professionally managed organization has
helped to form our view that all businesses experience inflection points at key
stages of growth. The insights gained through our own growth, along with the
trends we see in working with more than 7,500 companies each day, define our
approach to guiding business owners through the challenges associated with being
an employer. BBSI's business teams align with each business owner client through
a structured three-tiered progression. In doing so, business teams focus on the
objectives of each business owner and deliver planning, guidance and resources
in support of those objectives.

Tier 1: Tactical Alignment


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

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Tier 2: Dynamic Relationship

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

Tier 3: Strategic Counsel


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

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

Results of Operations


The spread of COVID-19 and resulting restrictions and labor shortages across the
United States are having, and will continue to have, a negative impact on the
operating results of the Company. As our clients respond to the effects of
efforts to address the consequences of the pandemic, including the measures
taken at various levels of government to contain the virus's spread, we expect
that our ability to add new customers, as well as to grow revenues from existing
customers, will be adversely affected due to economic slowdown, business
closures, labor shortages and reductions in hours worked.

The following table sets forth the percentages of total revenues represented by
selected items in the Company's condensed consolidated statements of operations
for the three and six months ended June 30, 2021 and 2020 ($ in thousands):



                                                                            

Percentage of Total Net Revenues

                                                      Three Months Ended                                       Six Months Ended
                                                           June 30,                                                June 30,
                                               2021                        2020                        2021                        2020
Revenues:
Professional employer service fees     $ 208,496        89.4   %   $ 180,488        89.8   %   $ 402,315        89.1   %   $ 374,080        89.0   %
Staffing services                         24,707        10.6          20,543        10.2          49,333        10.9          46,055        11.0
Total revenues                           233,203       100.0         201,031       100.0         451,648       100.0         420,135       100.0
Cost of revenues:
Direct payroll costs                      18,498         7.9         

15,796 7.9 36,948 8.2 34,873 8.3
Payroll taxes and benefits

               111,719        47.9          93,671        46.6         234,502        51.9         213,133        50.7
Workers' compensation                     45,513        19.5          44,921        22.3          91,860        20.3          99,435        23.7
Total cost of revenues                   175,730        75.3         154,388        76.8         363,310        80.4         347,441        82.7
Gross margin                              57,473        24.7         

46,643 23.2 88,338 19.6 72,694 17.3
Selling, general and administrative

  expenses                                35,662        15.3          

33,255 16.5 72,769 16.1 65,370 15.6
Depreciation and amortization

              1,328         0.6           1,171         0.6           2,625         0.6           2,171         0.5
Income from operations                    20,483         8.8          12,217         6.1          12,944         2.9           5,153         1.2
Other income, net                          1,873         0.8           1,666         0.8           3,343         0.7           4,399         1.0
Income before income taxes                22,356         9.6          13,883         6.9          16,287         3.6           9,552         2.2
Provision for income taxes                 5,266         2.3           2,373         1.2           3,751         0.8           1,449         0.3
Net income                             $  17,090         7.3   %   $  11,510         5.7   %   $  12,536         2.8   %   $   8,103         1.9   %




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We report professional employer ("PEO") services revenues net of direct payroll
costs because we are not the primary obligor for wage payments to our clients'
employees. However, management believes that gross billings and wages are useful
in understanding the volume of our business activity and serve as an important
performance metric in managing our operations, including the preparation of
internal operating forecasts and establishing executive compensation performance
goals. We therefore present for purposes of analysis gross billings and wage
information for the three and six months ended June 30, 2021 and 2020.



                                 (Unaudited)                     (Unaudited)
                             Three Months Ended               Six Months Ended
                                  June 30,                        June 30,
(in thousands)              2021            2020            2021            2020
Gross billings           $ 1,601,339     $ 1,369,990     $ 3,072,880     $ 2,809,110
PEO and staffing wages   $ 1,384,861     $ 1,177,855     $ 2,656,253     $ 2,410,435




Because safety incentives represent consideration payable to PEO customers,
safety incentive costs are netted against PEO revenue in our consolidated
statements of operations. We therefore present below for purposes of analysis
non-GAAP gross workers' compensation expense, which represents workers'
compensation costs including safety incentive costs. We believe this non-GAAP
measure is useful in evaluating the total costs of our workers' compensation
program.



                                             (Unaudited)                (Unaudited)
                                         Three Months Ended           Six Months Ended
                                              June 30,                    June 30,
(in thousands)                            2021          2020         2021         2020
Workers' compensation                  $   45,513     $ 44,921     $ 91,860     $  99,435
Safety incentive costs                      1,470        6,802        1,476        13,781

Non-GAAP gross workers’ compensation $ 46,983 $ 51,723 $ 93,336

$ 113,216



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



                                            (Unaudited)                           (Unaudited)
                                   Percentage of Gross Billings          Percentage of Gross Billings
                                        Three Months Ended                     Six Months Ended
                                             June 30,                              June 30,
                                     2021                 2020             2021                 2020
PEO and staffing wages              86.5%                86.0%            86.4%                85.8%
Payroll taxes and benefits           7.0%                 6.8%             7.6%                 7.6%
Non-GAAP gross workers'
compensation                         2.9%                 3.8%             3.0%                 4.0%
Gross margin                         3.6%                 3.4%             2.9%                 2.6%


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

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

                                  (Unaudited)
                              Three Months Ended
                                   June 30,
                 2021        % Change       2020        % Change
Average WSEs     112,363       9.5%         102,602      -10.1%
Ending WSEs      114,288       8.0%         105,832      -8.3%




                                  (Unaudited)
                               Six Months Ended
                                   June 30,
                 2021        % Change       2020        % Change
Average WSEs     109,311       1.3%         107,914      -5.6%
Ending WSEs      114,288       8.0%         105,832      -8.3%

Three Months Ended June 30, 2021 and 2020


Net income for the second quarter of 2021 amounted to $17.1 million compared to
net income of $11.5 million for the second quarter of 2020. Diluted income per
share for the second quarter of 2021 was $2.24 compared to diluted income per
share of $1.51 for the second quarter of 2020.

Revenue for the second quarter of 2021 totaled $233.2 million, an increase of
$32.2 million or 16.0% over the second quarter of 2020, which reflects an
increase in the Company's PEO service fee revenue of $28.0 million or 15.5% and
an increase in staffing services revenue of $4.2 million or 20.3%.

Our growth in PEO service revenues was primarily attributable to an increase in
average billing per WSE as well as an increase in the average number of WSEs.
The increase in staffing services revenue was due primarily to the reopening of
business after the impacts of COVID-19 during the prior year period.

Gross margin for the second quarter of 2021 totaled $57.5 million or 24.7% of
revenue compared to $46.6 million or 23.2% of revenue for the second quarter of
2020. The increase in gross margin as a percentage of revenues is a result of
the factors discussed within the separate components of gross margin below.

Direct payroll costs for the second quarter of 2021 totaled $18.5 million or
7.9% of revenue compared to $15.8 million or 7.9% of revenue for the second
quarter of 2020. The direct payroll percentage remained unchanged due to a
consistent mix of PEO and staffing clients in our customer base during the
second quarter of 2021 as compared to the second quarter of 2020.


Payroll taxes and benefits for the second quarter of 2021 totaled $111.7 million
or 47.9% of revenue compared to $93.7 million or 46.6% of revenue for the second
quarter of 2020. The increase in payroll taxes and benefits as a percentage of
revenues is primarily due to the timing of when payroll tax caps were reached in
the second quarter of 2021 as compared to the second quarter of 2020.

Workers' compensation expense for the second quarter of 2021 totaled $45.5
million or 19.5% of revenue compared to $44.9 million or 22.3% for the second
quarter of 2020. The decrease in workers' compensation expense as a percentage
of revenue is primarily related to a favorable adjustment related to claims
incurred in prior periods of $5.5 million compared to a favorable adjustment of
$1.4 million in the second quarter of 2020.

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Selling, general and administrative ("SG&A") expenses for the second quarter of
2021 totaled $35.7 million or 15.3% of revenue compared to $33.3 million or
16.5% of revenue for the second quarter of 2020. The increase of $2.4 million in
SG&A expense was primarily attributable to an increase in IT and employee
related expenses in the second quarter of 2021.

Other income, net for the second quarter of 2021 was $1.9 million, compared to
other income, net of $1.7 million for the second quarter of 2020. The increase
was primarily attributable to an increase in investment income in the second
quarter of 2021.

Our effective income tax rate for the second quarter of 2021 was 23.6%, compared
to 17.1% for the second quarter of 2020. Our income tax rate typically differs
from the federal statutory tax rate of 21% primarily due to state taxes and
federal and state tax credits.

Six Months Ended June 30, 2021 and 2020


Net income for the first six months of 2021 amounted to $12.5 million compared
to net income of $8.1 million for the first six months of 2020. Diluted income
per share for the first six months of 2021 was $1.64 compared to diluted income
per share of $1.06 for the first six months of 2020.

Revenues for the first six months of 2021 totaled $451.6 million, an increase of
$31.5 million or 7.5% over the first six months of 2020, which reflects an
increase in the Company's PEO service fee revenue of $28.2 million or 7.5% and
an increase in staffing services revenue of $3.3 million or 7.1%.

The increase in PEO service revenues was primarily attributable to an increase
in average billing per WSE as well as an increase in the average number of WSEs.
The increase in staffing services revenue was due primarily to the reopening of
business after the impacts of COVID-19 during the prior year period.

Gross margin for the first six months of 2021 totaled $88.3 million or 19.6% of
revenue compared to $72.7 million or 17.3% of revenue for the first six months
of 2020. The increase in gross margin as a percentage of revenues is primarily a
result of the factors discussed within the separate components of gross margin
below.

Direct payroll costs for the first six months of 2021 totaled $36.9 million or
8.2% of revenue compared to $34.9 million or 8.3% of revenue for the first six
months of 2020. The direct payroll percentage remained relatively unchanged due
to a consistent mix of PEO and staffing clients in our customer base during the
first six months of 2021 as compared to the first six months of 2020.

Payroll taxes and benefits for the first six months of 2021 totaled $234.5
million or 51.9% of revenue compared to $213.1 million or 50.7% of revenue for
the first six months of 2020. The increase in payroll taxes and benefits as a
percentage of revenues is due primarily to the timing of when payroll tax caps
were reached in the first six months of 2021 as compared to the first six months
of 2020.

Workers' compensation expense for the first six months of 2021 totaled $91.9
million or 20.3% of revenue compared to $99.4 million or 23.7% of revenue for
the first six months of 2020. The decrease in workers' compensation expense as a
percentage of revenue was primarily due to favorable claims development as well
as a favorable adjustment of $6.7 million related to prior period claims during
the first six months of 2021, compared to a favorable adjustment of $2.2 million
in the first six months of 2020.

SG&A expenses for the first six months of 2021 totaled $72.8 million or 16.1% of
revenue compared to $65.4 million or 15.6% of revenue for the first six months
of 2020. The increase of $7.4 million in SG&A expense was primarily attributable
to an increase in IT and employee related expenses in the first six months of
2021.

Other income, net for the first six months of 2021 was $3.3 million as compared
to other income, net of $4.4 million for the first six months of 2020. The
decrease was primarily attributable to a decrease in investment income in the
first six months of 2021 because of lower interest rates.

Our effective income tax rate for the first six months of 2021 was 23.0%
compared to 15.2% for the first six months of 2020. Our income tax rate
typically differs from the federal statutory tax rate of 21% primarily due to
state taxes and federal and state tax credits.

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Fluctuations in Quarterly Operating Results


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

Liquidity and Capital Resources


The Company's cash balance of $14.2 million, which includes cash, cash
equivalents, and restricted cash, decreased $219.7 million for the six months
ended June 30, 2021, compared to a decrease of $117.8 million for the comparable
period of 2020. The decrease in cash at June 30, 2021 as compared to
December 31, 2020 was primarily due to increased trade accounts receivable and
purchases of investments and restricted investments, partially offset by
increased accrued payroll, payroll taxes and related benefits, increased other
accrued liabilities and proceeds from sales and maturities of investments and
restricted investments.

Net cash provided by operating activities for the six months ended June 30, 2021
was $2.6 million, compared to net cash used of $114.4 million for the comparable
period of 2020. For the six months ended June 30, 2021, cash provided by
operating activities was primarily due to increased trade accounts receivable of
$108.1 million, decreased workers' compensation claims liabilities of $41.6
million, decreased safety incentive liability of $11.9 million and net income of
$12.5 million, partially offset by net income of $12.5 million, increased
accrued payroll, payroll taxes and related benefits of $87.0 million and
increase in other accrued liabilities of $58.1 million.

Net cash used in investing activities for the six months ended June 30, 2021 was
$211.5 million, compared to net cash provided of $2.0 million for the comparable
period of 2020. For the six months ended June 30, 2021, cash used in investing
activities consisted primarily of purchases of investments and restricted
investments of $295.1 million and purchases of property, equipment and software
of $3.2 million, partially offset by proceeds from sales and maturities of
investments and restricted investments of $86.7 million.

Net cash used in financing activities for the six months ended June 30, 2021 was
$10.8 million, compared to net cash used of $5.4 million for the comparable
period of 2020. For the six months ended June 30, 2021, cash was primarily used
for repurchases of common stock of $6.6 million and dividend payments of $4.5
million, partially offset by proceeds from exercises of stock options of $0.9
million.

The Company is required to maintain minimum collateral levels for policies
issued under the insured program, which is held in trust accounts (the "trust
accounts"). The balance in the trust accounts was $376.6 million and $290.7
million at June 30, 2021 and December 31, 2020, respectively. The trust account
balances are included as a component of the current and long-term restricted
cash and investments in the Company's condensed consolidated balance sheets.

On June 30, 2021, the Company entered into a loss portfolio transfer agreement
to remove all remaining outstanding workers' compensation claims obligations for
client policies issued under its insured program up to June 30, 2018. This
transaction reduced the Company's outstanding workers' compensation liabilities
by $53.1 million. The payment terms of the LPT required $5.0 million to be paid
prior to June 30, 2021, with the remaining amount due in July 2021. The balance
payable is included in other accrued liabilities on the condensed consolidated
balance sheets.

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The Company maintains an agreement (the "Agreement") with the Bank for a
revolving credit line of $33.0 million and a sublimit for standby letters of
credit of $8.0 million. At June 30, 2021, $6.2 million of the sublimit for
standby letters of credit was used. Advances under the revolving credit line
bear interest, as selected by the Company, of (a) the daily floating rate of
one-month LIBOR plus 1.75% or (b) the fixed rate of LIBOR plus 1.75%. The
Agreement also provides for an unused commitment fee of 0.375% per year on the
average daily unused amount of the revolving credit line, as well as a fee of
1.75% of the face amount of each letter of credit reserved under the line of
credit. The Company had no outstanding borrowings on its revolving credit line
at June 30, 2021 and December 31, 2020. The credit facility is collateralized by
the Company's accounts receivable and other rights to receive payment.

The Agreement also provided a $63.7 million standby letter of credit (the
"Letter of Credit"). In April 2021, the Company and the insurance carrier
reached an agreement to replace the Letter of Credit with other collateral
assets and cancel the Letter of Credit in its entirety. As part of the
transaction, the Bank released the $38.7 million of collateral held in support
of the Letter of Credit, and the Company transferred the $38.7 million along
with an additional $25.0 million to the trust accounts to satisfy the collateral
requirements of the insured program.

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

• EBITDA [net income before taxes plus interest expense (net of

capitalized interest expense), depreciation expense, and amortization

          expense] on a rolling four-quarter basis must be not less than $30
          million at the end of each fiscal quarter; and


     •    the ratio of restricted and unrestricted cash and investments to
          workers' compensation and safety incentive liabilities must be at least
          1.0:1.0, measured quarterly.

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

• incurring additional indebtedness is prohibited, other than purchase

financing for the acquisition of assets, provided that the aggregate of

          all purchase financing does not exceed $1,000,000 at any time;


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

• if an event of default would occur, including on a pro forma basis, no

dividends or distributions would be permitted to be paid and redemptions

          and repurchases of the Company's stock would be permitted only up to $15
          million in any rolling 12-month period.

The Agreement also contains customary events of default and specified
cross-defaults under the Company’s workers’ compensation insurance
arrangements. If an event of default under the Agreement occurs and is
continuing, the Bank may declare any outstanding obligations under the Agreement
to be immediately due and payable. At June 30, 2021, the Company was in
compliance with all covenants.


The Company maintains a mortgage loan with the Bank with a balance of
approximately $3.6 million and $3.7 million at June 30, 2021 and December 31,
2020, respectively, secured by the Company's corporate office building in
Vancouver, Washington. This loan requires payment of monthly installments of
$18,375, bearing interest at the one-month LIBOR plus 2.0%, with the unpaid
principal balance due July 1, 2022. LIBOR likely will no longer be in general
use as a reference rate by financial institutions by December 31, 2021.

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 workers’ compensation claims payments.

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Forward-Looking Information


Statements in this report include forward-looking statements which are not
historical in nature and are forward-looking statements within the meaning of
the Private Securities Litigation Reform Act of 1995. These forward-looking
statements include, among others, discussion of economic conditions in our
market areas and their effect on revenue levels, the effects of the COVID-19
pandemic on our business operations, the competitiveness of our service
offerings, our ability to attract and retain clients and to achieve revenue
growth, the effect of changes in our mix of services on gross margin, the effect
of tight labor market conditions, the adequacy of our workers' compensation
reserves, the effect of changes in estimates of our future claims liabilities on
our workers' compensation reserves, including the effect of changes in our
reserving practices and claims management process on our actuarial estimates,
expected levels of required surety deposits and letters of credit, our ability
to generate sufficient taxable income in the future to utilize our deferred tax
assets, the effect of our formation and operation of two wholly owned licensed
insurance subsidiaries, the risks of operation and cost of our insured program,
the financial viability of our excess insurance carriers, the effectiveness of
our management information systems, our relationship with our primary bank
lender and the availability of financing and working capital to meet our funding
requirements, litigation costs, the effect of changes in the interest rate
environment on the value of our investment securities and long-term debt, the
adequacy of our allowance for doubtful accounts, and the potential for and
effect of acquisitions.

All of our forward-looking statements involve known and unknown risks,
uncertainties and other factors that may cause the actual results, performance
or achievements of the Company or industry to be materially different from any
future results, performance or achievements expressed or implied by such
forward-looking statements. Such factors with respect to the Company include our
ability to retain current clients and attract new clients, the effects of
governmental orders imposing business closures and shelter-in-place and social
distancing requirements, difficulties associated with integrating clients into
our operations, economic trends in our service areas, the potential for material
deviations from expected future workers' compensation claims experience, changes
in the workers' compensation regulatory environment in our primary markets,
security breaches or failures in the Company's information technology systems,
collectability of accounts receivable, changes in effective payroll tax rates
and federal and state income tax rates, the carrying values of deferred income
tax assets and goodwill (which may be affected by our future operating results),
the impact of and potential changes to the Patient Protection and Affordable
Care Act, escalating medical costs, and other health care legislative
initiatives on our business, the effect of conditions in the global capital
markets on our investment portfolio, and the availability of capital, borrowing
capacity on our revolving credit facility, or letters of credit necessary to
meet state-mandated surety deposit requirements for maintaining our status as a
qualified self-insured employer for workers' compensation coverage or our
insured program. Additional risk factors affecting our business are discussed in
Item 1A of Part II of this report and Item 1A of Part I of our Annual Report on
Form 10-K for the year ended December 31, 2020, which was filed with the SEC on
March 8, 2021. We disclaim any obligation to publicly announce any revisions to
any of the forward-looking statements contained herein to reflect future events
or developments.

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