Current Report Filing (8-k)
October 06 2020 - 5:26PM
Edgar (US Regulatory)
0000902791
false
0000902791
2020-09-30
2020-09-30
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
September 30, 2020
BARRETT BUSINESS SERVICES, INC.
(Exact name of registrant as specified in
charter)
Maryland
|
|
0-21886
|
|
52-0812977
|
(State or other jurisdiction of
incorporation)
|
|
(Commission File Number)
|
|
(IRS Employer Identification
No.)
|
8100 N.E. Parkway Drive, Suite 200
Vancouver, Washington
|
|
98662
|
(Address of principal executive offices)
|
|
(Zip Code)
|
Registrant’s telephone number, including
area code: (360) 828-0700
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨ Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨
Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
¨
Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section
12(b) of the Act:
Title of each class
|
Trading symbol(s)
|
Name of each exchange on which registered
|
Common
Stock, par value $0.01 per share
|
BBSI
|
The Nasdaq Stock Market LLC
|
Indicate by check mark whether the
registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or
Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ¨
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 8.01. Other Events.
Barrett Business Services, Inc. (the "Company"), reported
on October 6, 2020, that it had given notice to its principal bank, Wells Fargo Bank, National Association (the "Bank"),
requesting that the maximum principal amount of the revolving line of credit provided by the Second Amended and Restated Credit
Agreement dated August 6, 2019 (the “Credit Agreement”), between the Company and the Bank, be reduced from $50,000,000
to $33,000,000. The notice was given in accordance with Section 1.1(a) of the Credit Agreement as amended by the First Amendment
to the Credit Agreement dated May 15, 2020 (the “First Amendment”).
On September 30, 2020, the Company and the Bank executed a
Second Amendment to the Credit Agreement (the "Second Amendment") to clarify that specified provisions set forth in
the First Amendment would revert to those in effect immediately prior to May 15, 2020. As a result, the rate of fee payable
on the daily unused amount of the revolving line of credit has reverted automatically to 0.375% per year from 0.50% per year.
Also, the financial covenant relating to total funded debt provided in the First Amendment has reverted to a requirement
regarding minimum EBITDA and the coverage ratio relating to workers’ compensation liabilities is as follows, effective
September 25, 2020:
|
·
|
EBITDA [net income before taxes plus interest expense (net of capitalized interest expense), depreciation expense, and amortization
expense] must be at least $30 million at the end of each fiscal quarter as determined on a rolling four-quarter basis; 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.
|
Also under the Second Amendment, the covenant relating to payment
of dividends and limitations on repurchases of the Company’s stock provided in the First Amendment no longer applies. Rather,
if an event of default would occur under the Credit Agreement, including on a pro forma basis, no dividends or distributions would
be permitted to be paid and redemptions or repurchases of the Company’s stock would be permitted only up to a total of $15
million in any rolling 12-month period in the absence of the Bank’s prior written consent.
All other material terms and conditions of the Credit Agreement
are unchanged from those described in Note 4 to the Company's unaudited interim condensed consolidated financial statements included
in its Quarterly Report on Form 10-Q for the quarter ended June 30, 2020, filed by the Company with the Securities and Exchange
Commission (the "SEC") on August 5, 2020.
A copy of the Second Amendment is filed as Exhibit 4.1
to this report and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
|
104.1
|
Cover Page Interactive Data File (embedded within the Inline XBRL document).
|
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.
|
|
|
|
|
|
|
Dated: October 6, 2020
|
|
By:
|
/s/ Anthony J. Harris
|
|
|
|
Anthony J. Harris
Executive Vice President and Chief Financial
Officer
|
Barrett Business Services (NASDAQ:BBSI)
Historical Stock Chart
From Mar 2024 to Apr 2024
Barrett Business Services (NASDAQ:BBSI)
Historical Stock Chart
From Apr 2023 to Apr 2024