Good afternoon everyone, and thank you for participating in today's conference call to discuss BBSI's Financial Results for the Second Quarter ended June 30, 2021. Joining us today are BBSI's President and CEO, Mr. Gary Kramer; and the company's CFO, Mr. Anthony Harris. Following the remarks, we'll open the call for your questions. Before we go further, please take note of the company's safe harbor statement within the meaning of the Private Securities Litigation Reform Act of 1995. The statement provides important cautions regarding forward-looking statements. The company's remarks during today's conference call will include forward-looking statements. These statements, along with other information presented that does not reflect historical fact, are subject to a number of risks and uncertainties. Actual results may differ materially from those implied by those forward-looking statements. Please refer to the company's recent earnings release and to the company's quarterly and annual reports filed with the Securities and Exchange Commission for more information about the risks and uncertainties that could cause actual results to differ from those expressed or implied by the forward-looking statements. I'd like to remind everyone that this call will be available for replay through September 4, 2021, starting at 8:00 p.m. Eastern Time tonight. A webcast replay will also be available via the link provided in today's press release as well as available on the company's website, www.bbsi.com. Now I'd like to turn the call over to President and Chief Executive Officer of BBSI, Mr. Gary Kramer. Sir, please go ahead.

Thank you, Kevin. Good afternoon, everyone, and thank you for joining the call. We had an exceptional second quarter, both financially and operationally. The positive momentum we experienced in the first quarter accelerated in the second quarter as the economy reopened. Our overall performance exceeded our plan, leading us again to raise our full year outlook. During the quarter, our gross billings increased 17% over the prior year's quarter and exceeded our expectations. Our average worksite employees were up 10% over the prior year quarter and up 6% sequentially from Q1. Our growth in worksite employees is a combination of our clients hiring as well as net new business, and we are on plan for our worksite employee stack. Our staffing business rebounded, increasing 20% over the prior year quarter. We could have grown more, but it is challenging to fill orders with a tight labor market. At the end of Q2, we had 1,300 open job reps nationally, with approximately 700 open in California. The tightness of the labor market is the number one complaint we hear from our PEO clients today. On the positive note, we have seen an uptick in applicants and placements about 3 weeks to 4 weeks after the government stimulus is reduced or expired. Our gross margin as a percentage of gross billing has exceeded the prior year quarter and benefited from continued favorable development on workers' compensation as well as a firming of workers' compensation pricing. Before moving to the operational updates, I'd like to spend some time on a strategic milestone for the organization. We announced on July 6, that we entered into two material workers' compensation insurance transactions, which derisks our business model and results in better financial predictability. These transactions were a culmination of many years of hard work and…

Thanks Gary, and hello everyone. I am pleased to report that our Q2 results continue to build on the momentum we reported last quarter, with results that were once again stronger than expected. PEO gross billings increased 17% over the prior year quarter and 9% sequentially from Q1 to $1.58 billion. Staffing revenues increased 20% over the prior year to $24.7 million. PEO gross billings growth by region versus the prior year second quarter were as follows, Mountain states grew 36%. Northern California grew 24%. The Pacific Northwest grew 20%, East Coast grew 17% and Southern California grew 8%. We've discussed for several quarters that we're seeing differences in performance by region, and particularly in Southern California, where we've seen a significant lag and our customers expanding their workforce. For example, when comparing between Northern California and Southern California, there is a 6% difference in the growth rate of WSEs in the year from existing clients. And Southern California remains the only region with negative year-to-date WSE growth through Q2 when compared to the prior year. Our average client wage has historically been lower in Southern California than Northern California, and we expect that Southern California is being impacted more than other regions by the effects of stimulus and other government programs and restrictions in place. Looking at our overall increase in PEO gross billings for the company, the prior year second quarter was the period most impacted by COVID. And as a result, our year-over-year billings growth was driven largely by higher average WSEs paid versus 2020, with the average number of WSEs in the quarter, increasing 10% year-over-year. This is in line with our expectations overall, despite Southern California growing slower than expected. We also continue to see higher average billing per WSE, which is up 6% in…

Thanks Anthony. In conclusion, we had a great first half of the year as we executed our short and long-term strategies. We continue to always think of the clients first and to advocate for the success of the business owner. We have been working on the right things, and I think we are in a great position for future growth. Now I'd like to turn the call over to the operator for questions.

Our first question today is coming from Chris Moore from CJS Securities.

Maybe we could just start on the new workers' comp structure. So the trade-off, as I understand it is significantly a less risky business model and a bit less investment income. Is that correct?

Yes, that is correct. There's no incremental expense to the coverage. So the economic trade-off here is that we're no longer holding onto those funds prior to paying the claims, like we're just paying those premiums as we go. So there will be an incremental decrease in our investment income gradually as those investment funds go down.

And the premium adjustments or penalties, is that something that occurs on a quarterly basis? Is that an annual adjustment? How does that work?

So they'll reassess the performance at set milestones at multiple points in the future, but the first milestone won't be for several years. So we will do, in the meantime, is continue all of our same underwriting procedures, all of our same actuarial analysis of the book, and we will monitor how those claims are performing. And currently, we record an accrual for our claims to start our best estimate of ultimate cost. And essentially, we will continue to do that. So if those develop adversely and our best estimate is that we will owe additional premium for that, we would accrue that in the period.

And maybe could you just explain a little bit further why the 18% is still self-insured? What - you talked about a little bit, maybe just go a little bit deeper there.

Sure. On the self-insured side, you have a model that has less frictional cost to it because you're self-insured. And the economics of trying to do a insured program there may not be beneficial to the company. So when we do this, we look for the best price to risk we can get. I mean, this is really - if I think of it, this is really a testament to many years of hard work to be able to get this done, right? I've been here 5 years, and I've watched the company transform and grow up on the workers' comp side. And for years, we felt that we didn't get a market multiple worthy of where we should be because of the perceived risk of insurance. But now from an investor perspective, that perceived risk should really go away. And we look at this as we can focus on the growth and the core of growing our margin business.

That makes sense. Just last one for me Kramer, you had mentioned firming of workers' comp rates early in your prepared remarks. Any specifics around that?

For the - when we look at our renewal book for the second quarter, we were slightly positive as far as rate increase. It's slightly positive, it is in a much better place than we've been in the market over the last four years as far as rates coming down and rate on rate. So for us to have the underwriting discipline to manage the portfolio to a flat rate was a very good outcome and a lot of hard work for the folks in the field.

Next question is from Jeff Martin from Roth Capital Partners.

I wanted to ask a question on the workers' comp derisking. You basically have a 3:1 upside to downside ratio there. Curious, with respect to prior year adjustments, you had roughly $6.5 million last year, $13.5 million in the year before that. Would a similar recognition of return of the premium to you will be similar, will be dollar-for-dollar with what you've seen in past years, or is there a different formula that's tied to that?

Yes. It's set up dollar for dollar. So we set those as we negotiated this arrangement, we set those levels strategically, the idea of being that the $20 million of potential upside, we did comfortably absorb the favorable trends that we've been seeing. So that would be right in line. And that would be a direct pass-through to us.

I would say the interest - our interests are aligned with the insurance market where we place this. If we make money, if we get money back then the insurance market guarantees that they've made money. So our goal is to try to get every penny of that $20 million that we can.

Okay. And just to clarify, is that on a per-year basis or is that over a certain term?

Yes, it's a 12-month policy period. So it will be from July 1, 2021 to June 30, 2022. So all claims incurred in that 12 months.

Okay. Great. And then I was curious with respect to your guidance for worksite employee growth, 2% to 4%, it looks overly conservative, given if you take the Q2 average WSE base or even the period end, you're talking 4% to 5% if you don't grow from here. I was just curious your commentary around that because it seems to me like worksite employee is like to grow - likely to grow between now and the end of the year.

So it's really - we hope it is conservative, Jeff, but it's really coming down to what we're seeing in Southern California. Southern California is our largest region, and we just haven't seen the worksite employee recovery there. Those worksite employee levels are still below 2019. So we grew worksite employees pretty quickly in the second half of last year, right, from the low of Q2. So right now, we're comparing year-over-year to Q2 last year, which was obviously the most depressed quarter. Q3 and Q4 last year grew at a faster rate. So the 2% to 4% is saying we're going to grow faster than last year's second half and assumes that Southern California continues to perform how it had. We do think there's upside, though, as the stimulus runs you see - and we're seeing more of these low wage jobs come back in Southern California. So we agree with you there's a potential upside.

Yes. Just to put a finer point on that. What we saw in, say, Utah, for example, when they terminated the stimulus, the flood of people that went to the market in about 3 weeks to 4 weeks for jobs. What we're still seeing in California is the low wage folks have - or the lower wage folks have not returned to the market. And we know that the stimulus ends on September 6. So you figure, all right, well, September 6, the stimulus ends, arguably come October we've got more people in the job market. We haven't forecasted that into our model and into our assumptions because we just don't know. But we look at it and say, if this - if it - California, Southern Cal has to get a tailwind, and when it does, it will be Q4, and we just haven't - we haven't put that into our numbers just because it's an unknown on the macro side. But I think we definitely have an upside there in Southern Cal.

Okay. And then I was curious if you could kind of help break down the segmentation of 17% gross billings growth in PEO. I think you said 6% of that was rate. How much of it came from hiring and wage inflation?

The 10% WSE growth year-over-year, 6% billing per WSE growth, and those numbers compound with each other to get to the 17%.

And what was your experience with net hiring within the client base in the quarter?

The WSE growth was primarily from growth in customer expansion but - and which is on plan for where we thought it would be because we were a little ahead outside of Southern California, obviously below in Southern California. But again, I would reiterate the point here that Gary mentioned in his remarks, which is that the consistent feedback really across our branch network is that our PEO clients want to hire even more than they have and cannot find the candidates. So that's a potential tailwind as well as we go forward from here and the labor market finds its new equilibrium.

Our next question today is coming from Josh Vogel from Sidoti & Company.

You basically covered everything I had on workers' comp. So I'll shift gears a little bit. I was curious about your experience with psuedo rates. And I know a competitor of yours, they are coming in lower than what they had forecasted and in an effort to improve retention, but also prospecting they're passing along pricing breaks. So I was just curious of your thoughts around that.

Yes. So we haven't seen - so I would agree with the observation that you're referring to here, which is that, in general, states have not increased psuedo rates, and particularly in California. They have not increased psuedo rates. Certain states have, but broadly speaking, we haven't. We have seen more so for our performance, as there's a little bit of a shift in that psuedo timing as the hiring ramped up as the economy opened later in Q1 or the beginning of Q2, we saw hitting those wage caps later. So some of that trickled into Q2, where it would have been Q1. That's one thing that as we look at potential tailwinds from accelerated hiring in Q3 and Q4, we could be incurring more taxable wages from a psuedo perspective, because usually, it's only the first $6,000 to $10,000 that are taxed, depending on the state, we could be hitting more of those as hiring ramps up. But the psuedo rate increases, we're watching those very closely, we are anticipating more states to raise them next year. But so far this year, we haven't seen a disconnect between the way we've priced that and the expense coming in.

Gary, you had some comments around the prospect funnel or bringing in larger clients. I think you said $15 million in annual payroll. So I'm just thinking with new clients, in general, what's the average size you're seeing from a WSE perspective? And then just talk a little bit more about the traction with those larger, more national or regional clients. And outside of those three that you onboarded, what the prospect funnel is looking like there?

Yes. I mean, we love all of our clients and all of our prospects, but we have margin threshold that we need to make sure that we hit. And - so when we're bringing on clients now, we're still around the average we've been, we're seeing some of the larger ones now, the three I mentioned. It was - the largest one in the quarter was about $26 million, and we brought that one out of one of our California branches. But we're getting those bigger looks that we that we didn't get, call it two years ago when we didn't have the All state's footprint and we didn't have the technology. So the larger clients are coming in, our referral partners know that we can do the larger business, that we can handle it, that the clients appreciate our IT. So that's no longer an obstacle that we have to try to sell against. So larger clients, if the referral partners are listening, we're open for business and you could send them to us. And then if I think of the funnel, we are - California is a large portion of our portfolio. And California specifically is where we are seeing the slowness coming out of the pandemic, and that's - primarily it was the most restrictive of all states, and it hasn't opened up the way other states has, and we're still seeing that in our deal flow. The deal flow is getting better every month, getting better every quarter. But we're not better than pre-pandemic levels yet.

Understood. I appreciate that color. And just one last one. I know you probably won't really want to comment on it. But when we think about your guidance for this year and then rolling into next year and thinking about prior years, what your targets were, is that high single digit, 8% gross billings growth? Is that a good target to think about outside - beyond this year?

We - in a normal COVID, in a normal market where there is no COVID, I would agree. But let us get through Q3 and understand where the economy is, and we can answer that with a little more confidence.

Right. Great. And I actually just - with that largest client, you said you added in the California branch of $26 million. I was just curious how many WSEs was that?

That was a 700 WSE count --700 to 900 on that one. I got a couple of them mixed up in my head.

Our next question is coming from Vincent Colicchio from Barrington Research.

Will you be expanding the scope of the digital campaign in terms of target markets? Or is it too early?

So right now, we're - we've got about 3 - we've got 4 different strategies, and we're doing them in 10 markets, and we're managing and measuring the results. And ultimately, whichever one or two is the most successful and has the best return on investment. We will transport that to the other branches. So we're - I call it test and refine. We're testing and refining now, running through it and whichever one works the best. We're going to let it loose for the company.

On the staffing side, should we expect year-over-year growth to continue? Or is that going to be affected by the hiring backdrop?

Yes. I think we are excited about it continuing to grow, but that is entirely constrained at this point by our ability to find candidates. So as Gary mentioned in his notes, I mean, we have over 1,000 open positions that we're trying to recruit for. So we believe that those jobs and workers will come back, and we also will continue to invest in the staffing business in terms of making our recruiting more efficient. So yes, we believe it will continue to grow.

Yes. We think that ultimately, when the stimulus subsides, we will get a tailwind for both PEO and staffing because we'll be able to hire on the staffing and our clients will be able to hire on the PEO.

Remind me of the timing of when the subsidies subsides?

If nothing changes, it would be September 6.

Okay. And what portion of your teams have transitioned to the new model of 6? I'm just trying to get a sense for how many - how much more efficiencies we have ahead?

Sure. So that model is the most utilized in our mature branches. So as the branches grow and develop, some branches only have two people in the branches they're growing, right? It depends on where they are and their maturity. So you typically will see them in the mature branches or in the upper emerging branches as they cross over into the mature.

Okay. You had - you had mentioned some consolidation in California. Is there more of that to come in the near term? What does that look like?

So when we're doing these consolidations, the idea is we're able to put more under one leadership team, and we're able to get efficiencies out of scale. And we will have two more that come online that actually came online in July. And those will probably be the last two for the remainder of the year.

Our next question today is coming from Bill Dezellem from Tieton Capital Management.

Again great quarter. I extend my congratulations along with others. Relative to your commentary about having consolidated additional branches this quarter as you were walking through the breakdown of branches, those over 100 and those over 30 to 100, et cetera. Over time, are you looking to consolidate any branch that you don't believe can achieve $100 million of revenues. And so therefore, you're really looking for all branches that you're going to keep in place to have that opportunity? Or am I thinking about this a little too rigidly?

It's a good question, and we don't think of it that way. We - I think of it as profitability and not dollar size. So if you think of Idaho Falls, we were there via acquisition on the staffing side many years ago, when we're working to try to build a PEO market in a small town. And our - if you think of the area managers, they're the most expensive as far as payroll dollars in the branch. And really, all we're doing is for that branch, having it reported into another branch. And eliminating that layer. So it's really a leader taking on more responsibilities with more upside with the idea of - these are smaller markets that are a little more challenged to get to the tipping point of profitability.

And then you'd mentioned that you have 1,300 staffing openings. How does that compare to normal?

I don't know what normal is anymore. But if I would say, pre-pandemic, if you remember pre-pandemic, we were in a tight labor market as well. But the 1,300 is higher than where we were at pre-pandemic by probably 35% to 40%.

All right. That's certainly good scale. And then lastly, what is leading to the increased revenues per WSE?

So that's driven by higher average wages. And that's a combination of things. There's some genuine wage inflation from roll to roll. But more so, it's just mix. We're seeing the average wage of employees, now it's higher and the lower wage employees aren't there in the same numbers. So the average has moved up. And that's where as we see that lower wage employee come back, we may see that average billing number normalize or go down, but that would be offset, obviously, by the increased wages of those employees adding. So it will be an interesting trade-off to watch these next couple of quarters as those employees come back to the market.

And not to dive too far into what seems to be a bit of a political issue, but you are seeing after the federal unemployment benefits are dropped in the various states, you said 3 weeks to 4 weeks after a significant enough increase in applications that you do believe that the extra unemployment benefits are having an impact?

Yes. I mean, it's - we're not in every state. So I can tell you that the states that we're in. When we've watched the stimulus go up and down, there was a direct correlation to how many people were applying to jobs.

Our next question is coming from Rich Glass from Glass Capital.

A very nice quarter. Can we loop back to that question on the digital campaign. You said you had four strategies in 10 markets now. And maybe you don't want to do this for strategic reasons. But can you give us any insight as to what sort of variables or what the distinctions differentiations are between those 4 programs?

Yes. We're working hard on the secret sauce, and we don't really want to send the recipe out.

Okay. Fair enough. Good enough answer. Let's switch back to the - you're opening three branches and - Nashville, Pittsburgh and another place, Raleigh. Maybe Pittsburgh is a good example. How should we think about - Nashville is growing like a weed, but in a city like Pittsburgh, which is growing, but maybe a slower, more normal pace, how should we think about, given the new size of teams and things like that? Are these branches a drag for a quarter, 6 months, the full year? Are they breakeven the full year? Kind of how should we think about if you're going to open up a new branch? And tied into that, given the new model is the one branch for Pittsburgh, like likely your only branch for Pittsburgh and when you plant your flag, it will be in a whole other area.

Yes. So we will - if you think of our model now, right? So we've invested a ton in people, right? So we've really spent time with our package being an employer of choice, being able to attract and retain people, right? And we are more attractive in the market now than we ever were as far as our compensation of benefits. So we feel like we can go out and get better people that understand the culture and can sell BBSI, right? So that's the big one, number 1. Number 2, we've invested in our organizational development, right? So for that, we've really tried to flatten the learning curve for how someone learns the business and can go out and efficiently and effectively sell the business. So if we said our learning curve was 18 months, we think we've flattened it now to about 4 months. So in 4 months, the individual in Pittsburgh, will be - she will be able to go out and sell in her market. And she goes out to sell in her market. She will work from home until she gets some client base. When she gets enough client base, she will go and get a shared office, after she gets a shared office and has more client base then she'll go get a brick-and-mortar. And when she goes to her market, she will have the support of the sales and marketing team where we blitzkrieg the market for her, ahead of her, and we're going to blitzkrieg referral partners, and we're going to blitzkrieg potential clients with the idea of hire good people, pay them well, train them, give them the tools and have them go sell and as they sell, we grow into the infrastructure.

Okay. So with that description, they should ramp pretty quickly in terms of the financial impact on the P&L should be minimal to start and get to positive pretty quickly without putting a number on it.

Yes. Yes. That's the way we've designed this, that we can scale into a market cheaper with the way we're going to market now.

Okay. And so is it likely to be one office for greater Pittsburgh from here? Is that the way to think about it?

I would think so. But I hope Pittsburgh gets so big in the next couple of years that I have to have that conversation.

Right. Well, that might be national, I guess, but that's a different topic. So my last question here is on the buyback, does getting rid of the letter of credit with the swap you did, the asset exchange, is - does that free up the ability to do more on the buyback aside from trading volume and other restrictions like that?

Are you just referring to like a covenant restriction?

Yes. Didn't you guys have a limit on what you could do in a given year, given the letter of credit?

Yes. There's a covenant restriction, and we talked about that. That's still in place. So our credit agreement with our primary bank, Wells Fargo does have a buyback restriction in there. That was separate from the letter of credit agreement that was canceled in the quarter.

Okay. Why - given a cash-rich balance sheet, isn't that something that might be worth revisiting with, say, a lender like Wells Fargo, who has their own problems? To be kind.

Well, funny you should mention that. So we are in discussions to renew our letter of credit, and we are doing a covenant review with them as we speak behind the scene. So we will continue to negotiate those, kind of in our best interest. But yes, that's on our agenda.

We reached the end of our question-and-answer session. I'd like to turn the floor back over to management for any further closing comments.

No, I just want to say thanks, everybody, for dialing in, and thank you for everybody at BBSI, who helped generate a great quarter.

Thank you. That does conclude today's teleconference and webcast. You may disconnect your line at this time and have a wonderful day. We thank you for your participation today.