Good day, everyone, and thank you for participating in today's conference call to discuss BBSI's financial results for the first quarter ended March 31, 2020. Joining us today are BBSI's President and CEO, Mr. Gary Kramer; the company's CFO, Mr. Anthony Harris; and COO, Mr. Gerald Blotz. Following their 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 the 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 these forward-looking statements. Please refer to the company's recent earnings release and 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. I would like to remind everyone that this call will be available for replay through June 6, 2020, starting at 3:00 p.m. ET this afternoon. Webcast will replay -- 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 at www.mybbsi.com. Now I'd like to turn the call over to the President and Chief Executive Officer of BBSI, Mr. Gary Kramer. Sir, please go ahead.

Thank you, Jerry. Hello, everyone, and thank you for taking the time to be on the call. The events that unfolded over the past 2 months have been historic and unprecedented, and our hearts go out to all those affected by the global crisis. On behalf of all BBSI employees, we would like to extend our deep gratitude to the heroes in health care and the first responders. We would also like to express our appreciation for the thoughtful actions taken by our leaders in government for keeping us safe, but also for the actions they have taken to support small businesses. Many of these actions will be discussed during our call today. Our business teams are operational and working effectively, with the vast majority working remotely, and BBSI continues to be open for business. I want to acknowledge and thank everyone in the BBSI family, many of whom are listening to this call, for their exceptional response to the crisis. We continue to provide outstanding and uninterrupted service to our clients and distribution partners. Our product has never been more relevant, and our teams have been behaving selflessly while advocating for the small business owner. These events were unexpected and transpired very quickly. The business owner and some of our distribution partners often don't have the necessary resources to digest all of these rapid changes in facts in order to make informed and wise business decisions. It is in times like this that BBSI can make a difference in the lives of our clients and our employees. As an organization, we dissected and dissevered all of the various legislations from essential versus non-essential, to FFCRA, to the Cares Act and worked tirelessly with our clients to assist them in determining which option would be best for their organization. And…

Thanks. I'll begin with an overview of our first quarter results, and then talk about our current capital position. Finally, I'll provide more commentary on how COVID-19 is currently impacting our business. Net loss for the quarter was $3.4 million compared to $2.3 million in Q1 '19. Please recall that we historically incur a loss in the first quarter due to higher payroll taxes at the beginning of each year. Gross billings of $1.44 billion grew 5.8% over the same period. PEO gross billings increased 6.1% to $1.41 billion. Within this figure, January and February were up 8%, while March billings grew only 1.5%, which was approximately $55 million less than planned due to COVID-19 impacts in the second half of the month. Staffing revenues declined consistent with our expectations to $25.5 million in Q1 compared to $27.7 million in the prior year quarter. Net revenues of $219.1 million were up slightly from Q1 '19 as the growth in PEO revenue was mostly offset by the decline in staffing revenue. Workers' compensation expense as a percent of gross billings was 4.3% this quarter, which is within our expected range of 4.2% to 4.4%. The quarterly independent actuarial valuation resulted in a reduction of prior year estimated liability of $800,000. Our workers' compensation claims frequency continues to trend favorably. In the quarter, we saw trailing 12-month relative frequency of claims as a percentage of payroll decreased 18% compared to the first quarter of 2019. SG&A in the quarter was $32.1 million or 2.2% of gross billings compared to $33.2 million or 2.4% in the prior year quarter. SG&A includes a $1.1 million benefit due to stock compensation reversals, which was partially offset by accelerations of $400,000 due to payouts related to layoffs that took place in Q1. Most of the proactive…

Thanks, Anthony. In conclusion, BBSI financials are solid, and we are confident that we will weather this pandemic and emerge with momentum. The business owner is resilient and the entrepreneurial spirit is alive and well. We are focusing on supporting the business owner and their time of need now and are also keeping our eye toward the future for long-term growth. I am confident that as the country starts to resume some normalcy, BBSI will be ready with an excellent product and in position to capitalize. And with that, I'm going to turn it over to questions, Jerry.

[Operator Instructions] The first question is from Chris Moore, CJS Securities.

Maybe just start -- [indiscernible] earlier, you talked segmenting the client base, the kind of media moderate [ and exposed ]. Is there any relationship in those [Technical Difficulty] kind of the size of clients? Just trying to understand, like, for example, on severely, do you have bigger clients there, smaller [Technical Difficulty]

Chris, I'll answer what I think you asked. If you don't mind, can you hang up and try to dial back in because you were breaking in and out. So I'm going to answer what you think you asked, which was when I gave, call it, the breakdown of our clients, which would be minimally, moderately or more severely affected. So the basic idea is we gave a -- to give you an idea of our -- the industries we're in and how we think those industries are going to be affected. So we gave the percentages, and so 18% would be minimally affected. And these are all going to be -- our clients are all typically going to be around that 25% -- in average, it's going to be around that 25% workside employee average. So the average of the client size isn't really going to change, whether it's large or small clients. But 18% of our clients would be minimally affected, 65% of our clients will be moderately affected, and that's going to be the decrease from 7% to 15%. And 17% would be severely affected, and they're going to be down 15% to 50%. But for me, when I think about this, the important thing is for those that are moderately affected, these are going to bounce back quicker when you're looking at the states and how they're doing their resumption to normalcy. So these are going to be your contractors, your construction, your trucking and logistics. These are ones that are going to bounce back quicker than, say, retail restaurants and hospitals. So the -- when I think of -- when the economy is going to be back and functioning in May, call it, 85% of our workforce will be close to normal strength. And then the remaining, call it, 17% to 15%, will start to come in, but it will come in slower.

That's helpful. Can you hear any better? Or I can dial-in again.

I can hear you.

Okay. Yes, just in terms of, nobody knows where you're going to amount in revenue for fiscal '20. If you're looking at fiscal '21, I'm just trying to see fiscal '20 on some the bases, is it likely that you will get better same-store growth or new client growth in '21? How do you look at that?

So that's a really good question, but a hard one to answer with any kind of precision other than the gut here. So to me, I'll make the assumption that the economy is going to get back to normal. We're not going to have to go into shelter in place again come Q4, right? We're going to figure this out, and we're going to be able to work and effectively have an operating economy. So when I think of how we're going to grow I think we're going to more than likely see an increase in our same-customer sales as we're coming off of lows. That's where we're going to get the majority of our top coming out. And then under our discipline, we're going to continue to add clients. We think we're going to be able to add more clients at the back half of the year because of the sales, I'll say, the sales process we're working through is having the better technology, having a better product, having being able to do our product nationally. So I think our sales are going to pick up more Q3, Q4, which will carry us into 2020. So I think it's going to be a little bit of a mix of both, but we're going to see, in my mind, we're going to see an upward direction on both our existing clients and the clients we're going to add.

The next question is from Jeff Martin, ROTH Capital Partners.

Gary, I wanted to get a sense of your client base in terms of how they fare in various phases of reopening. Most states are taking it on a multiphase approach. And if you could kind of give your thoughts on how that affects different areas of your client base?

Yes. So we gave the, call it, 3 tranches. The first tranche is operating effectively now. The second tranche, even though these were deemed primarily essential, like, i.e., construction -- residential construction, depending upon the jurisdiction you're in, and it wasn't the state jurisdiction, it was, call it, the county you're in, the county put further restrictions on, say, construction in the San Francisco area. Well, that has been lifted, and those folks are back -- now back to work. So we feel that, that middle tranche is going to -- we're going to feel an uptick quickly in that middle tranche. Is it going to go back to where it was? Will it be at some sort of diminished capacity? We're going to have to wait and see. But we do think we're going to get some quicker growth out of that tranche. And then the third tranche is when we think about restaurants and hospitality, right? Restaurants, they're open now, but they're nowhere near the size and scale they were. They're selling it out of the back of the restaurant instead of the front. Hospitality, we've seen some shutdown. We saw 3 shutdowns of our clients so far that were COVID-related on the hotelier side. Retail and wholesale sales were not big in that space mainly the space that we're in there. It's typically the grab and go, your franchise-type business that we're in. And then the last is professional services. And that one is going to be a little more of a tricky one because in there, we have, say, some dentists and professionals. And they went to 0, right? The dental profession went to 0. And when they get back to -- them, optometrist, when they get back to some sort of normalcy, I don't have that answer yet. I know it's going to be in the last wave, but I don't know when that last wave is going to be.

Okay. And then I wanted to dive into a little bit more about the emerging sales strategy and be doing quite a bit of things differently and expanded like getting your PEO license in every state. But could you kind of give us a high level, what are kind of the top 3 initiatives with the launch of MyBBSI in terms of your sales strategy?

Yes. I'll say we have a very organized and surgical approach to how we're going to go to market. First and foremost, we're going to have a state-of-the-art technology that we're going to be proud of that we think is going to hopefully sell itself, but we know we got to sell it in that market, right? So we're very proud of the technology we're building. We're very proud that what it's going to bring to market and how it's going to open doors. So this technology, in general, is going to help us with larger clients, it's going to help us with tech-savvy clients, and it's going to help us reach clients that we couldn't reach before. So we feel like it's going to open up our total available market. Now when we're going to market, we know this is a little bit of a challenging sales environment where you're -- we're trying to sell in the Zoom and Skype and GoToMeeting world, but we're getting better at it. And just like the whole world is and I think we got a good craft that we can -- that we're able to develop and bring to market even in the second quarter. So when we think of clients that left us, and we know why they left us. If they brought payroll in-house, if they left because of technology. We know who they are, and we're going to go knock on their doors. Our distribution partners have all been mapped to somebody within our organization and somebody within our organization is going to go out and do the pitch to that distribution partner, so that they are comfortable with our technology so that they can go and make a recommendation to their clients. So we're -- I'll say we have a very good strategy that we're operating on, on a one-to-one basis. And then when we think of our one-to-many. We're going to be a little different than we historically have, when we're looking at different marketing, and we're looking at videos and Internet presence and things of that nature where we can try to get our one-to-many. And then when we think about being a PEO in every state. That is really going to help us, right? It's going to help us with larger clients, right? Because if you're a buyer of a PEO, you want contract certainty, you want ease of business. You want to have a PEO that can go everywhere you are or that will go where you are planning to go. And we will be able to do that. So we feel like we're going to be able to have a strategy where we're going to go at larger clients and be able to service their business everywhere they go. So we're -- we've been doing the training. We're getting real good at it, and we're really excited about it.

Okay. And thank you for all the level of detail with regards to the April impact, but I was curious, you gave it on a gross billings basis, do you have what hours worked and headcount changes were for April?

Yes. So it's primarily headcount and hours worked. So headcount was down about 14%, and hours worked was primarily the difference. Pay rates, we're seeing basically flat, a little bit up. There's a little bit of a shift in the average pay rate as you're seeing the type of employee that was laid off or furloughed versus kept, you shift that a little bit, so it's basically flat.

Yes. And then there was a slight uptick in sick time as people use their sick time before they went out on layoff or the furlough. So you had a little bit of a tailwind there. But all in, it's -- in general, our clients got smaller. They cut their overtime, they cut their hours, they cut their workforce. But we're starting to see, in last week's payroll cycle, we're starting to see some growth. So we feel comfortable that we -- I don't want to ever call a bottom, but it feels like we're at the bottom. And we're starting to see some upward trajectory, and we think we're going to see more trajectory is the states open up, resume business normalcy. We get a little bit of a tailwind for the PPP loan. So we feel like kind of the worst is behind us, and we're going to grow out of here for Q2. When we think of Q2 in general, we think -- I know we didn't give guide, and it's -- the challenges, is this a V-, is it a W-, is it a U-shaped recovery? And our crystal ball can't determine that. But when we do our modeling and we're looking at the rest of the year. We think almost in every scenario, we will be profitable for the year. We think realistically, we'll have good profit. And then when we think of second quarter, second quarter, in general, is going to be profitable for us as well.

The next question is from Josh Vogel, Sidoti & Company.

I also want to thank you for all the level of detail and insight. It's very helpful. Gary, you mentioned when you're talking about client attrition in Q1 that you had 7 that were closed due to COVID. I was curious if you had a number for April?

Yes. So this -- I want to say that this is a little subjective, but not too subjective. So we had 7 that closed for COVID, and that was primarily in the hotelier space, smaller hotel, motel kind of business in Q1. We've had 10 clients as of last week. We had 10 more clients closed because of COVID.

Okay. Great. Also, we saw the news that California became the first state to borrow from the federal government to make unemployment payments. And Anthony, I know you talked a little bit about benefits effect -- affecting 95% of worksite employees, making more money today than if they were working. But I was just wondering, is there anything we can deduce from the news out in California? And could you give a potential read on what's going on in your client portfolio in that state?

Well, with respect to unemployment, I guess I will say it wasn't a surprise to us that California hit that threshold. We're anticipating that several states would and California probably would be one of the first to hit that. Certainly that the stimulus through the unemployment program has been a great help to individual employees, although we're also seeing clients, generally speaking, want to work and the ones that have had to shut down our lay off are because of the shelter-in-place orders. So we do still anticipate that coming back as quickly as that ramps up. So the extended unemployment benefits continued through July 31 with the Cares Act, the additional $600 from the federal stimulus, which at this point, we're anticipating will get us through all the shelter-in-place orders.

Yes. The important thing there is the federal $600, that's obviously from the Fed and not in the state. And if you think specific to California, they went into the borrowing position in '08, '09 during the Great Recession. And it took them about 9 years to pay it off, and they paid it off at year-end 2018. So if you think they were in a deficit position until year-end of '18, then in '19, they started to build it up. And then when you had record unemployment in '20, they didn't have enough in the reserve, and that's why they got to go to the Fed to tap it. So that's kind of -- I don't want to -- some states have better, I'll say, fiscal responsibility and we'll be later into the pool for the federal subsidy. But California, we knew it was going to be one of the first ones because of the way they managed through '08, '09.

Okay. Great. Relative to the prior, I guess, 4 to 6 quarters, we saw, I guess, one of the smaller favorable workers' comp adjustments. And I know it's kind of done on a rolling basis, but are we near the end of seeing these types of adjustments? Or maybe can you give also just some color when you take these adjustments, how long ago are these claims? How long ago did they actually occur? Is it usually a few years? Or it's a fluid situation?

Yes. So you typically -- when you think of setting your loss reserve for the year, you will typically allow it some time to age and develop because when it ages and develop, you get better certainty on what your estimated ultimate will be on that year. So when we're making actions now for our prior accident year adjustments, it's going to be typically in this market, it's going to be for the '17 year and prior and a little bit of weight to the '18, but not a lot. We won't touch the '19 year for a little bit of time to get that some more age. The one thing I do just want to talk about is COVID and workers' comp. Because we brought it up in our prepared remarks. And we -- typically, if you think of when you catch the flu, the flu is not your typical workers' comp claim. And the reason it is, is because you can generally get it out in the general public. So disease is not typically covered under workers' compensation. And we feel that our portfolio is pretty well isolated to having any workers' comp exposure for COVID. What we have seen is certain states pass, recommended legislation for what they're calling presumption. And the presumption is, if you are a first line, if you're a fire, if you're police, if you're a nurse, if you're a doctor, the states are saying, you are required to work and you know that you're going to have it in your work. And if you contract COVID, then there's going to be a presumption that you contracted it at work and you can file a workers' comp claim. So we feel for our portfolio, we don't do municipalities. We don't do fireman. We don't do police. We do have some health care exposure, but we don't do hospitals. So the health care exposure we have is going to be your physicians, which are not a big concern to us because they're doing everything via telemed now, which then leads us to a smaller percentage, which is going to be some home health and some nursing care. So when we say that less than 2% of our portfolio is in that first responder and health care, once you whittle it down, it gets to less than 1% of our exposure, would be in what the states would deem as the first responder or the health care space. So we feel like we are very isolated from this being a workers' comp COVID event for BBSI.

That's really helpful. And one last one. Understanding in this environment, cash preservation is so important. But once we get emerge from this and we're in a new normal, you've been carrying quite the balance sheet in the last couple of years. What are some plans? What are you going to do with this cash? Is there a potential for a higher dividend, a special dividend? Or how should investors think about it?

Yes. I'm looking forward to thinking about that honestly. So I think right now, kind of like we said in the remarks, I mean, we're approaching this like most companies that have an abundance of caution, right? So for 2020 we're really looking at that capital preservation first and foremost and obviously focused on what we can do to manage through this, help our clients maintain margin, trim cash flow and cost where we can. The cash decrease we saw from year-end to Q1 was all expected, and that's part of our kind of cyclical pattern of our cash flows, and we have modeled it out through the rest of the year. As part of that abundance of caution, we have paused our stock buyback. Based off our models and the cash we have, we still feel like have a lot of headroom to be very committed to the dividend, and we've stated that. I will say, as we see how COVID passes and the economy opens up and recovers, and we see that cash build in the second half of the year, I look forward to having that conversation again.

Yes. Josh, the only other thing I would say is there's going to be a lot of companies that are out there in our industry that are going to -- that didn't have our balance sheet, that didn't have our financial strengths, that are going to be more troubled. And I will say, when we think of go forward, we will entertain the idea of being more acquisitive than we have been in the past.

The next question is from Vincent Colicchio, Barrington Research.

Yes. Gary, what portion of revenue was associated with the branch consolidation you mentioned? And should we be concerned that the process may be disruptive to clients?

Yes. So the intent here is that the consolidations will not affect revenue and will not affect service. So really, when we think of the consolidations, what we're doing is we're eliminating some of the cost structure that goes with that. And then when we think of our satellite branches that are now going to report into PEO branches, the intent there was to remove some management layers. So what we're doing is consolidating businesses, servicing our clients, maintaining or accelerating revenue and really just trying to be mindful of the cost side of the equation.

Got it. And then you've added the services that you're providing to clients, the advisory work you're doing and such. What have you done to make sure you don't damage client satisfaction from guys being stretched in terms of kind of the normal stuff they do?

So if you think of our product right now, our teams are gold in the market, right? These business owners that are trying to deal with this on their own. If you're not with BBSI and you're doing this on your own, this is going to be a real challenging market to do it. We have the teams and the infrastructure that we can -- through our expertise of digesting these different laws, digesting these different legislations, helping you with understanding it, helping you with your payroll reports, designing it so that you can then file your payroll reports. If you don't have a banker, we know a banker, we'll introduce you to a banker, and we'll get you to the front of the line, right? So we're -- we've done a ton of work in this environment. And honestly, I think our retention is going to be better than we expected, and it's going to be better than we expected because the value we're giving right now is gold to our clients. So I'm not worried about that so much. I think what we'll see is, it's going to be a little more challenging to move business just because people are kind of hunker down and they're not thinking of a bigger world yet. They're just trying to get through their -- managing through their cash flow, the liquidity and go through their plans. And we're going to see a little bit of a slowdown in client adds in the second quarter, which we think will pick up in Q3 as the economy opens up, and we have a product that we can bring as far as our technology. So I think long term, this is going to be good -- unfortunately, it will be good news for BBSI because I think we're going to get a lot more client referrals. I think we're going to -- we've helped a lot of our distribution partners. Our distribution partners are primarily running small businesses themselves. We've helped them with their business. We've helped them apply for loans, right? If we help them in their time and need, then hopefully, they're going to have some tit for tat and refer us more business. So we're -- we truly think that we are going to emerge from this stronger than we entered, and we're very optimistic about the future.

And what is your approach to pricing been in this environment?

When we went through our May -- April was kind of already bounded on the books, the month of April when COVID hit. When we thought of May, our idea for May was, look, we know that you are in trouble business owner, we want to make this easy. Whatever the terms and conditions that were, we're going to give that to you again. So renew per expiring, we called it. When we got into June, June is when we're going to start to look at the industry, look at the space and look at potentially starting to raise a little price. Ultimately, we think prices are going to have to go up to support the business. And we're trying to be a long-term partner for our clients. We're trying not to gouge our clients. But ultimately, I think prices have to go up to reflect the effort that we got to do in order to support the business for COVID.

We have a question from Bill Dezellem, Tieton Capital Management.

I have a group of questions. The first one is a follow-up to an earlier question or maybe an earlier answer relative to acquisitions. Would you talk us through your thought process and/or the strategy that when the time comes that you're more seriously entertaining acquisitions, how you will proceed?

Yes. The basic idea is we would -- our strategy would stay the same as far as trying to open branches in markets that we're not in. So I wouldn't look to do a consolidation in, say, California because we have a big footprint in California. But if we had somebody that came across that had business in places we were looking to go. And the 3 that we had planned for the year was New Mexico, Tennessee and Texas. If somebody came, if an opportunity were to present itself in geographies like that is how we would think about going through the acquisitive process.

Great. And then I actually have 2 clarifying questions on what you had said earlier in your remarks. Would you please repeat the cost of the layoffs that you did and the impact that, that had? I believe you said on the March quarter, but if it's in Q2, split it out for us, please.

So you're talking about the cost that is like the accelerated payments and severance. For Q1, there was about $400,000 that was included in that. For Q2, we'll see about $400,000 again related to accelerated charges for severance. But we'll also have in Q2, an additional $1.2 million, you'll see come through for the executive change separation agreements that were previously filed.

Yes. We -- when we think about the furloughs, the layoffs are a permanent savings and the layoffs.

Yes. The savings -- and I can jump in on those, the savings,

The layoffs are about $140,000 a week that the layoff save us, and that's going to be for the rest of the year. And then when we think about the furloughs, the furloughs are going to save us probably in that same ballpark. We -- trust me, I don't want to furlough. I want the economy to resume. I want to bring our employees back. But we think that we're going to be furloughed through the end of May, have to make the decision about when we start to bring folks back in June based upon how the economy starts to resume some normalcy. So the furloughs, we don't anticipate that it will be a year-long savings. We think it will be a Q -- call it a Q2 and potentially into Q3, depending on how the economy opens.

All right. And for a reminder, and you said this in your opening remarks, what percentage of the workforce -- of your workforce did you lay off? And what percentage were furloughed?

Sure. So for the furloughs -- unfortunately, I got 20 pages on this script, Bill, so give me a second to find that one.

No, it's just fine as long as you're looking, I think you just said this, but just for clarity, the layoffs, those are permanent, not just this year but forever, and that's just pure cost reduction, and the furloughs, those are, as you said, temporary, you'll need to figure out when you bring them back. Did we hear that and understand that correctly?

Yes. The layoffs were 8%, the furloughs were 9%. And then we eliminated -- if we had any temporary employees, we eliminated the temporary employees. And then some of our folks are hourly, and we reduced some hours if the work wasn't there. And when we think of furloughs, it mainly affected one of our -- part of our business teams, which is the risk folks, and the thought process there as we knew that new business was going to slow down, so we weren't going to have as much underwriting to do. And then we knew that as far as the work doing in the field was going to slow down because as we sheltered in place and nobody was working that we weren't going to have any work to do go into their sites. So we anticipate that, that will pick back up when the economy resumes. And especially because -- look, I mean, here's the value of when these businesses open back up, they don't know how to open back up in a COVID world, right? They don't know how -- they don't know what normal is, and we've got to help them with all the regulations and compliance as far as the social distancing and with the masks and thermometers and how to do everything that you need to do in order to operate in this world. And those folks are going to be key to helping those clients get back to normalcy.

Great. And then one additional question, and I will go back in queue. Not only did we have the COVID but we also had you becoming CEO, Gary. So the layoffs, what's the split between cost reductions that were related to your rethinking the business and what percent of those layoffs were really instigated by the virus and led you to rethink the business as a result of that.

So good question. I don't have the answer other than we had a 100-day plan, and that plan lasted 4 days. And then we had to adapt quickly and make decisions for what we think is the best strategy for the long-term success of BBSI. So the honeymoon did not last long at all, Bill. And we made the best decisions we could based upon the facts we had in order to make sure that we weathered the storm. But more importantly, we're spending our time and attention on how do we emerge from this and how do we capitalize market share-based upon the product we have and all of the work we've done.

This concludes the question-and-answer session. I'd now like to turn the call back over to Mr. Kramer for closing remarks. Please go ahead, Mr. Kramer.

Thank you, Jerry. Thank you, everybody, for taking the time. Thank you, everybody, for being interested in BBSI. We are truly doing great things in the market with our clients. And we are optimistic that when this economy turns, we will turn quicker than it and get back to growth. So thank you all for everything, and please make sure you stay safe.

Ladies and gentlemen, the conference is now over. You may disconnect your telephones. Thank you for participating.