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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549





FORM 10-K





x ANNUAL REPORT PURSUANT TO SECTION 13
OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2009

Commission File Number 0-21886

BARRETT BUSINESS SERVICES, INC.

(Exact name of registrant as specified in its charter)



|                                                               |  |                                  
|-------------------------------------------------------------- |  | ---------------------------------
|Maryland                                                       |  | 52-0812977                       
|(State or other jurisdiction of incorporation or organization) |  | (IRS Employer Identification No.)
|                                                               | 
|8100 NE Parkway Drive, Suite 200 Vancouver, Washington         |  | 98662                            
|(Address of principal executive offices)                       |  | (Zip Code)                       

(360) 828-0700

(Registrants telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:



|                                        |  |                                          
|--------------------------------------- |  | -----------------------------------------
|Title of each class                     |  | Name of each exchange on which registered
|Common Stock, Par Value $0.01 Per Share |  | The NASDAQ Stock Market LLC              

Securities
registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule
405 of the Securities Act.    Yes   ̈    No  x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the
Act.    Yes   ̈    No  x

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No   ̈

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate
Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to
submit and post such files).    Yes   ̈    No   ̈

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best
of registrants knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.   ̈

Indicate by check mark whether the registrant is a
large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company (as indicated by Exchange Act Rule 12b-2).

Large accelerated filer   ̈                Accelerated filer  x                Non-accelerated filer   ̈                Smaller reporting company   ̈

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of
the Act).    Yes   ̈    No  x

State the aggregate market value of the common equity held by non-affiliates of the registrant: $80,697,000 at June 30, 2009.

Indicate
the number of shares outstanding of each of the registrants classes of common stock, as of the latest practicable date:



|                                       |  |                                 
|-------------------------------------- |  | --------------------------------
|Class                                  |  | Outstanding at February 26, 2010
|Common Stock, Par Value $.01 Per Share |  | 10,466,394 Shares               

DOCUMENTS INCORPORATED BY
REFERENCE

Portions of the definitive Proxy Statement for the 2010 Annual Meeting of Stockholders are hereby incorporated by reference into Part III of
Form 10-K.







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BARRETT BUSINESS SERVICES, INC.

2009 ANNUAL REPORT ON FORM 10-K

TABLE OF CONTENTS



|                     |  |                                                                                                              |  |     
|-------------------- |  | ------------------------------------------------------------------------------------------------------------ |  | ----
|                     |  | PART I                                                                                                       |  | Page
|                     |  |                                                                                                             
|Item 1.              |  | Business                                                                                                     |  | 2   
|                     |  |                                                                                                             
|Item 1A.             |  | Risk Factors                                                                                                 |  | 14  
|                     |  |                                                                                                             
|Item 1B.             |  | Unresolved Staff Comments                                                                                    |  | 22  
|                     |  |                                                                                                             
|Item 2.              |  | Properties                                                                                                   |  | 22  
|                     |  |                                                                                                             
|Item 3.              |  | Legal Proceedings                                                                                            |  | 22  
|                     |  |                                                                                                             
|Item 4.              |  | Reserved                                                                                                     |  | 23  
|                     |  |                                                                                                             
|                     |  | Executive Officers of the Registrant                                                                         |  | 23  
|                     |  |                                                                                                             
|                     |  | PART II                                                                                                      |  |     
|                     |  |                                                                                                             
|Item 5.              |  | Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities |  | 24  
|                     |  |                                                                                                             
|Item 6.              |  | Selected Financial Data                                                                                      |  | 27  
|                     |  |                                                                                                             
|Item 7.              |  | Managements Discussion and Analysis of Financial Condition and Results of Operations                        |  | 28  
|                     |  |                                                                                                             
|Item 7A.             |  | Quantitative and Qualitative Disclosures About Market Risk                                                   |  | 40  
|                     |  |                                                                                                             
|Item 8.              |  | Financial Statements and Supplementary Data                                                                  |  | 40  
|                     |  |                                                                                                             
|Item 9.              |  | Changes in and Disagreements With Accountants on Accounting and Financial Disclosure                         |  | 40  
|                     |  |                                                                                                             
|Item 9A.             |  | Controls and Procedures                                                                                      |  | 41  
|                     |  |                                                                                                             
|Item 9B.             |  | Other Information                                                                                            |  | 43  
|                     |  |                                                                                                             
|                     |  | PART III                                                                                                     |  |     
|                     |  |                                                                                                             
|Item 10.             |  | Directors, Executive Officers and Corporate Governance                                                       |  | 44  
|                     |  |                                                                                                             
|Item 11.             |  | Executive Compensation                                                                                       |  | 44  
|                     |  |                                                                                                             
|Item 12.             |  | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters               |  | 44  
|                     |  |                                                                                                             
|Item 13.             |  | Certain Relationships and Related Transactions, and Director Independence                                    |  | 45  
|                     |  |                                                                                                             
|Item 14.             |  | Principal Accounting Fees and Services                                                                       |  | 45  
|                     |  |                                                                                                             
|                     |  | PART IV                                                                                                      |  |     
|                     |  |                                                                                                             
|Item 15.             |  | Exhibits, Financial Statement Schedules                                                                      |  | 46  
|                     | 
|Financial Statements |  | F-1                                                                                                         
|                     | 
|Signatures           |  |                                                                                                             
|                     | 
|Exhibit Index        |  |                                                                                                             



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PART I



|Item 1. | BUSINESS
|------- | --------

General

Barrett Business Services, Inc. (Barrett, the Company, our or we), was incorporated in the state of
Maryland in 1965. We offer a comprehensive range of human resource management services to assist small and medium-sized businesses in managing the increasing costs and complexities of a broad array of employment-related issues. Our principal
services, Professional Employer Organization (PEO) and staffing, assist our clients in leveraging their investment in human capital. We believe that the combination of these two principal services enables us to provide our clients with a
unique blend of services not offered by our competition. Our platform of outsourced human resource management services is built upon our expertise in payroll processing, employee benefits and administration, workers compensation coverage,
effective risk management and workplace safety programs and human resource administration.

In a PEO arrangement, we enter into a
contract to become a co-employer of the clients existing workforce and assume responsibility for some or all of the clients human resource management responsibilities. Staffing services include on-demand or short-term staffing
assignments, long-term or indefinite-term contract staffing and comprehensive on-site management. Our staffing services also include direct placement services, which involve fee-based search efforts for specific employee candidates at the request of
our PEO clients, staffing customers or other companies.

Our ability to offer clients a broad mix of services allows us to effectively
become the human resource department and a strategic business partner for our clients. We believe our approach to human resource management services is designed to positively affect our clients business results by:



| |  |  | allowing our clients to focus on core business activities instead of human resource matters;
| | - |  | --------------------------------------------------------------------------------------------



| |  |  | increasing our clients productivity by improving employee satisfaction and generating greater employee retention;
| | - |  | ------------------------------------------------------------------------------------------------------------------



| |  |  | reducing overall payroll expenses due to lower workers compensation costs; and
| | - |  | -------------------------------------------------------------------------------



| |  |  | assisting our clients in complying with complex and evolving human resource related regulatory and tax issues.
| | - |  | --------------------------------------------------------------------------------------------------------------

We provide services to a diverse array of customers, including, among others, electronics manufacturers, various light-manufacturing industries,
forest products and agriculture-based companies, transportation and shipping enterprises, food processing, telecommunications, public utilities, general contractors in numerous construction-related fields and various professional services firms.
During 2009, we provided staffing services to approximately 1,800 staffing services customers, which compares to approximately 2,300 customers during 2008. In addition, at December 31, 2009, we served approximately 1,600 PEO clients and
employed approximately 26,600 employees pursuant to PEO contracts, as



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compared to 1,300 PEO clients and approximately 25,100 employees as of December 31, 2008. We serve our clients, who have employees located in 24 states and the District of Columbia, through
a network of 44 branch offices in California, Oregon, Washington, Idaho, Arizona, Utah, Colorado, Maryland, Delaware and North Carolina. We also have several smaller recruiting offices in our general market areas, which are under the direction of a
branch office.

Market Opportunity

The human resource outsourcing industry is large and continuing to expand. Some of the key factors driving growth include the desire of businesses to outsource non-core business functions, to reduce regulatory compliance risk, to
rationalize the number of service providers that they use, and to reduce costs by integrating human resource systems and processes.

The
outsourcing of business processes continues to represent a growing trend within the United States. By utilizing the expertise of outsourcing service providers, businesses are able to reduce processing costs and administrative burdens while at the
same time offering competitive benefits for their employees. The technical capabilities, knowledge and operational expertise that we have built, along with our broad portfolio of services for clients, have enabled us to capitalize on the growing
business processing outsourcing trend.

We believe that the small and medium-sized business segment of the human resource outsourcing
market is particularly attractive because:



| |  |  | this segment is large and has a low penetration rate by providers of outsourced comprehensive human resource services;
| | - |  | ----------------------------------------------------------------------------------------------------------------------



| |  |  | small and medium-sized businesses typically have fewer in-house resources than larger businesses and, as a result, are generally more dependent on their service
providers;
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | quality of service, ease-of-use and responsiveness to clients needs are key considerations of this business segment in selecting a service provider;
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | small and medium-sized businesses generally do not require customized solutions, enabling service providers to achieve significant economies of scale through an
integrated technology and service platform; and
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | this segment is generally characterized by a relatively high client retention rate and lower client acquisition costs.
| | - |  | ----------------------------------------------------------------------------------------------------------------------

Our Strategic Approach

Our long-term
goal is to become the leading provider of human resource outsourcing services for small and medium-sized businesses in the markets we serve. We seek to differentiate our strategic position by offering a full spectrum of PEO and staffing services. To
a far lesser extent, we also provide permanent placement and administrative service organization (ASO) services, which involves payroll processing of customers non-BBSI employees. We believe that the integrated nature of our
service platform assists our clients and customers in successfully aligning and strengthening their organizational structure to



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meet the demands of their businesses. In pursuit of this goal, we have adopted the operating and growth strategies described below to provide the framework for our future growth, while
maintaining the quality and integrity of our current service offerings.

Operating Strategy

| |  |  | Provide a broad scope of services. We provide our clients with a broad range of human resource management tools and professional services that meet their
critical human resource needs. We believe that most human resource service providers offer discrete services, requiring client companies to engage and manage multiple vendors in order to obtain a comprehensive human resource management solution.
Companies that purchase services from multiple vendors typically fail to realize the benefits and economies of scale of having a single, integrated source of human resource information. Our comprehensive solutions allow our clients to maximize the
value realized from integrating information and establishing a partnership with a single vendor to address all of their human resource needs. We believe that the aggregate cost of purchasing discrete services from multiple vendors is greater than
the cost of purchasing our integrated solution, such that we can offer cost savings and managerial efficiencies to our clients.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Promote a decentralized and autonomous management philosophy and structure.We hire senior-level managers to oversee, develop and expand our
business at the branch-office level. We believe that highly experienced senior-level branch managers possess the skill set to handle the day-to-day demands of our business and still be proactive in solving client needs and focusing on further
business development. We believe that by making significant investments in the best management talent available, within their respective areas of expertise, we can leverage the value of this investment many times over. We have also found that this
philosophy facilitates our ability to attract and retain additional experienced senior-level managers to oversee our branch offices.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Motivate employees through a competitive compensation package.  We offer a very competitive base salary structure at the branch-office level and
provide the opportunity to earn additional profit sharing on a quarterly basis. This profit sharing is earned by each branch-level employee based upon branch office profitability after achieving certain minimum profitability standards. Our risk
managers have an opportunity to earn incentive compensation based upon the workers compensation claims experience of their specific client base. All profit sharing and incentive compensation measures are tangible and objective, with few
subjective components.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Control workers compensation costs through effective risk management.  We are committed to the proactive mitigation of workers
compensation risk through stringent underwriting and disciplined management processes. Our senior management defines and maintains our strict underwriting standards. Our underwriting process begins with the selection of high quality candidate
companies. Next, our professional risk managers in the field corroborate the underwriting data by assessing the candidates operating culture, workplace safety standards and human resource administration philosophies, including compensation
rates and benefit levels. If the candidate company satisfies all underwriting standards, then we accept the company
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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| | and immediately implement a plan to further strengthen their workplace safety standards and practices. If the clients safe-work culture or adherence to workplace safety procedures declines
to unsatisfactory levels, we will terminate the relationship under the terms of our contract.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Growth Strategy

| |  |  | Support, strengthen and expand branch office operations.  We believe that increasing the penetration of our existing markets is an effective and
cost-efficient means of growth as we are able to capitalize on our reputation and growing brand awareness in the territories in which we operate. We believe that there is substantial opportunity to further penetrate these territories. We intend to
increase our penetration in our existing markets by continued growth through the effective use of insurance broker networks, referrals from current clients and marketing efforts within the local business community.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Increase client utilization of our services.  We believe that we will be able to continue to maintain our average level of professional service
fees per client employee and improve client retention as our clients more fully utilize our current service offerings, including cross selling among staffing, PEO, ASO and permanent placement. We invest substantial time integrating our services into
our client organizations to optimize their effectiveness and measure their results. Our long-term partnership philosophy provides us with the opportunity to expand our PEO and staffing services.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Enhance management information systems.  We continue to invest in developing our information technology infrastructure. We believe that our
platform gives us a competitive advantage by allowing us to provide a high level of flexibility to satisfy a variety of demands of our small and medium-sized business clients on a cost-effective basis. Furthermore, we believe that our current
technology platform is capable of supporting our planned development of new business units and increased market share for the foreseeable future.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Penetrate new markets.  We intend to open additional branch offices in new geographic markets as opportunities arise. We have developed a
well-defined approach to geographic expansion which we will use as a guide for entering new markets.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Pursue strategic acquisitions.  Since our initial public offering in June 1993, we have completed 26 acquisitions of complementary
businesses. Effective July 2, 2007, we acquired certain assets of Strategic Staffing, Inc., a privately held staffing services company with 6 offices, 5 of which are in Utah and one in Colorado. Effective December 3, 2007, we acquired
certain assets of Phillips Temps, Inc., a privately held staffing services company with one office in Denver, Colorado. In addition, effective February 4, 2008, we acquired certain assets of First Employment Services, Inc., a privately-held
staffing services company with two offices in Arizona. In order to increase our client base, expand our presence in existing markets, enter new markets and broaden our service offerings, we may continue to pursue strategic acquisitions, particularly
in the staffing area.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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Our Services

Our services are typically provided under a variety of contractual arrangements through which we offer a continuum of proactive human resource management services. While some services are more frequently associated
with our PEO arrangements, our expertise in such areas as safety services and personnel-related regulatory compliance may also be used by our staffing services customers. Our human resource management services are built upon the following five areas
of expertise:



| |  |  | Payroll Processing.  For both our PEO and staffing services employees, we assist our clients in managing employment-related administration by
providing payroll processing, employment-related tax filings and administration. These services are administered at each branch office, as well as centralized at our headquarters in Vancouver, Washington.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Employee Benefits and Administration.  We assist our PEO clients in retaining the best employees for their businesses by helping them obtain, at
their cost, comprehensive health benefits, including medical, dental and vision benefits, life and accident insurance, short-term and long-term disability. We also provide, at no cost to our PEO clients and our staffing employees, a 401(k)
retirement savings plan and a Section 125 cafeteria plan.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Human Resource Management.  We focus on developing and implementing a client-specific proactive human resource management system for each PEO
client company. Through these efforts, clients achieve a more productive workforce through the disciplined application of standards for hiring and firing. Specifically, we assist our clients in attracting the right people by providing best
recruiting practices, job description development, skills testing, salary information, drug testing, interview guidelines and assistance, evaluating job applications and references and compliance with a broad range of employment regulations.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Risk Management.  We focus on developing and implementing a client-specific proactive risk management program so as to further mitigate risk of
injury associated with workplace practices. These efforts enable our clients and us to achieve a reduction in accidents and workers compensation claims. We provide such tactical services as safety training and safety manuals for both workers
and supervisors, job-site visits and meetings, improvements in workplace procedures and equipment to further reduce the risk of injury and workplace regulations of the U.S. Department of Labor and state agencies and leading accident investigations.
We have at least one risk manager available at each branch office to perform workplace safety assessments for each prospective client and to implement systems to improve work practices. All risk managers report directly to our Chief Executive
Officer and Chief Operating Officer. Each risk manager has the authority to cancel our business relationship with any customer or client company.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Workers Compensation Coverage.  We assist our clients in protecting their businesses from employment-related injury claims by providing
workers compensation coverage. Through our internal claims managers and our third-party administrators, we provide claims management services for our PEO clients. We work aggressively to manage and reduce job injury claims, including
identifying
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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| | fraudulent claims and taking advantage of our staffing services to return injured workers to active employment earlier. As a result of our efforts to manage workers compensation costs, we
are often able to reduce our clients overall expenses arising out of job-related injuries and insurance.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

PEO
Services.  In a PEO services arrangement, we enter into a contract to become a co-employer of the clients existing workforce and assume responsibility for some or all of the human resource management responsibilities, including
payroll and payroll taxes, employee benefits, health insurance, workers compensation coverage, workplace safety programs, compliance with federal and state employment laws, labor and workplace regulatory requirements, and related
administrative responsibilities. We have the right to hire and fire our PEO employees, although the client remains responsible for day-to-day assignments, supervision and training and, in most cases, recruiting.

We began offering PEO services to Oregon customers in 1990 and subsequently expanded these services to other states, primarily California. In 2009,
approximately 87% of our PEO service fee revenues were generated from customers in California with an additional 5% of revenues generated in Oregon.

We have entered into co-employer arrangements with a wide variety of clients, including companies involved in moving and shipping, professional services firms, construction, retail, manufacturing and distribution
businesses. PEO clients are typically small to mid-sized businesses with up to several hundred employees. None of our PEO clients individually represented more than 2% of our total revenues in 2009.

Prior to entering into a co-employer arrangement, we perform an analysis of the potential clients actual personnel and workers
compensation costs based on information provided by the prospect. We introduce our workplace safety program and recommend improvements in procedures and equipment following a risk assessment of the prospects facilities. The potential client
must agree to implement recommended changes as part of the co-employer arrangement. We also offer financial incentives to PEO clients to maintain a safe-work environment.

Our standard PEO services agreement typically provides for an initial term of one year with automatic renewal for one-year periods. Our agreements generally permit cancellation by either party upon
30 days written notice. In addition, we may terminate the agreement at any time for specified reasons, including nonpayment or failure to follow our workplace safety program.

The PEO services agreement also provides for indemnification of us by the client against losses arising out of any default by the client under the
agreement, including failure to comply with any employment-related, health and safety, or immigration laws or regulations. We require our PEO clients to maintain comprehensive liability coverage in the amount of $1.0 million for acts of our
work-site employees. Although no claims exceeding such policy limits have been paid by us to date, the possibility exists that claims for amounts in excess of sums available to us through indemnification or insurance may be asserted in the future,
which could adversely affect our profitability.



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Staffing Services.  Our staffing services include on-demand or short-term staffing
assignments, contract staffing, long-term or indefinite-term on-site management, direct placement and human resource administration. Short-term staffing involves demands for employees caused by such factors as seasonality, fluctuations in customer
demand, vacations, illnesses, parental leave and special projects without incurring the ongoing expense and administrative responsibilities associated with recruiting, hiring and retaining additional permanent employees. As more and more companies
focus on effectively managing variable costs and reducing fixed overhead, the use of employees on a short-term basis allows firms to utilize the just-in-time approach for their personnel needs, thereby converting a portion of their fixed
personnel costs to a variable expense.

Contract staffing refers to our responsibilities to provide employees for our clients for a
period of more than three months or an indefinite period. This type of arrangement often involves outsourcing an entire department in a large corporation or providing the workforce for a large project.

In an on-site management arrangement, we place an experienced manager on site at a clients place of business. The manager is responsible for
conducting all recruiting, screening, interviewing, testing, hiring and employee placement functions at the clients facility for a long-term or indefinite period.

Direct placement services involve fee-based search efforts for specific employee candidates at the request of our PEO clients, staffing customers or other companies.

Our staffing services customers operate in a broad range of businesses, including agriculture-based companies, electronic manufacturers,
transportation and logistics companies, food processors, professional firms and construction. Such customers generally range in size from small local firms to companies with international operations that use our services on a domestic basis. None of
our staffing services customers individually represented more than 2% of our total revenues in 2009.

In 2009, the light-industrial
sector generated approximately 85% of our staffing services revenues, while clerical office staff accounted for 12% of such revenues and technical personnel represented the balance of 3%. Our light-industrial workers perform such tasks as operation
of machinery, manufacturing, loading and shipping, site preparation for special events, construction-site cleanup and janitorial services. Technical personnel include electronic parts assembly workers and designers of electronic parts.

We employ a variety of methods to recruit our work force for staffing services, including among others, referrals by existing employees, online job
boards, our Web site for job postings, job fairs, newspaper advertising, and marketing brochures distributed at colleges and vocational schools. The employee application process may include an interview, skills assessment test, reference
verification, drug screening, criminal background checks and pre-employment physicals. The recruiting of qualified employees requires more effort when unemployment rates are low. We use various types of pre-employment screen testing to ensure that
applicants are appropriately qualified for employment.

Our staffing services employees are not under our direct control while working
at a customers business. While we have not experienced any significant liability due to claims



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arising out of negligent acts or misconduct by our staffing services employees, claims could be asserted against us which could have a material adverse effect on our financial condition and
results of operations.

Sales and Marketing

Our sales and marketing efforts are led by our branch managers and a small team of sales professionals, coupled with strong ties with the insurance brokerage community. Our marketing efforts are principally focused
on branch-level development of local business relationships. On a regional and national level, efforts are made to expand and align our services to fulfill the needs of local customers with multiple locations, which may include using our on-site
personnel and the opening of additional offices to better serve a customers broader geographic needs. We also rely on an extensive network of insurance brokers for referrals for PEO services, particularly in California, in exchange for an
ongoing fee equal to a very small percentage of payroll. Business development is the primary function of our branch managers.

Risk Assessment

All prospective clients are evaluated individually on the basis of total predicted profitability. This analysis takes into
account workers compensation risk and claims history, unemployment claims history and creditworthiness. The workers compensation risk profile also includes an assessment of the prospects internal culture regarding workplace safety,
compensation rates and benefits provided to its employees.

Management Information Systems

We perform all functions associated with payroll administration through our internal management information system. Each branch office performs payroll
data entry functions and maintains an independent database of employees and customers, as well as payroll and invoicing records. All processing functions are centralized at our corporate headquarters in Vancouver, Washington.

Acquisitions

We have completed 26
acquisitions since our initial public offering in June 1993. Our acquisition targets are typically traditional light industrial staffing companies. We have acquired PEO companies less frequently due to underwriting issues associated with the target
companys existing customers; we prefer to apply our own underwriting criteria prior to establishing a business relationship with a PEO customer. Due to the current concentration of our operations in California and Oregon, our acquisition plans
will likely focus on expanding our geographic footprint into contiguous regions. There can be no assurance, however, that any additional transactions will be consummated in the future.

Competition

The staffing services and PEO businesses are characterized by intense
competition. The staffing services market includes competitors of all sizes, including national competitors such as Manpower, Inc. and Kelly Services, Inc., that have substantially greater financial, marketing and other resources than we
do. In addition to national companies, we compete with numerous regional and local firms for both customers and employees. There are



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relatively few barriers to entry into the staffing services business. The principal competitive factors in the staffing services industry are price, the ability to provide qualified workers in a
timely manner and the monitoring of job performance.

We may face additional PEO competition in the future from new entrants to the
field, including other staffing services companies, payroll processing companies and insurance companies. Certain PEO companies that periodically compete with us in the same markets have greater financial and marketing resources than we do, such as
Administaff, Inc. and Paychex, Inc., among others. Competition in the PEO industry is based largely on price, although service and quality can also provide competitive advantages. A significant limiting factor to the growth of the PEO
industry is the perception of potential clients that they have the capacity to handle human resource issues internally. We believe that our past growth in PEO service fee revenues is attributable to our ability to provide small and medium-sized
companies with the opportunity to reduce workers compensation costs and to provide enhanced benefits to their employees while reducing their overall personnel administration costs. Our competitive advantage may be adversely affected by a
substantial increase in the costs of maintaining our self-insured workers compensation program, or changes in the regulatory environment, particularly in California. A general market decrease in the level of workers compensation
insurance premiums likely would decrease demand for PEO services among some prospective client companies.

Self-Insured Workers Compensation
Program

A principal service we provide to our customers, particularly our PEO clients, is workers compensation coverage.
As the employer of record, we are responsible for complying with applicable statutory requirements for workers compensation coverage. Our workplace safety services are closely tied to our approach to the management of workers
compensation risk.

Elements of Workers Compensation System.  State law (and for certain types of employees,
federal law) generally mandates that an employer reimburse its employees for the costs of medical care and other specified benefits for injuries or illnesses, including catastrophic injuries and fatalities, incurred in the course and scope of
employment. The benefits payable for various categories of claims are determined by state regulation and vary with the severity and nature of the injury or illness and other specified factors. In return for this guaranteed protection, workers
compensation is an exclusive remedy and employees are generally precluded from seeking other damages from their employer for workplace injuries. Most states require employers to maintain workers compensation insurance or otherwise demonstrate
financial responsibility to meet workers compensation obligations to employees. In many states, employers who meet certain financial and other requirements are permitted to self-insure.

Self Insurance for Workers Compensation.  In August 1987, we became a self-insured employer for workers compensation
coverage in Oregon. We subsequently obtained self-insured employer status for workers compensation in four additional states, California, Delaware, Maryland and Colorado, as well as in Washington for our non-PEO services. Regulations governing
self-insured employers in each jurisdiction typically require the employer to maintain surety deposits of government securities, letters of credit or other financial instruments to cover workers claims in the event the employer is unable to
pay for such claims.



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To manage our financial exposure from the incidence of catastrophic injuries and fatalities, we
maintain excess workers compensation insurance pursuant to two annual policies with a major insurance company. Effective January 1, 2007, we formed a wholly owned, fully licensed captive insurance company to provide us with excess
workers compensation coverage from $1.0 million up to $5.0 million per occurrence. Additional excess workers compensation insurance coverage is provided by a major insurance company from $5.0 million to $15.0 million per occurrence,
except for our Maryland and Colorado operations, where our excess insurance policy in Maryland has a $1.0 million retention with a $25.0 million limit and in Colorado which has a $500,000 retention and statutory limits on a per occurrence basis.
This approach results in an effective per occurrence retention, on a consolidated basis, of $5.0 million. This higher per occurrence retention may result in higher workers compensation costs to us with a corresponding negative effect on our
operating results. The formation of the captive provides the Company with access to an alternative mechanism for excess insurance coverage, as well as certain income tax benefits arising from the ability to accelerate the deduction, for tax
purposes, of certain accruals for workers compensation claims.

Claims Management.  As a self-insured employer,
our workers compensation expense is tied directly to the incidence and severity of workplace injuries to our employees. We seek to contain our workers compensation costs through an aggressive approach to claims management. We use
managed-care systems to reduce medical costs and keep time-loss costs to a minimum by assigning injured workers, whenever possible, to short-term assignments which accommodate the workers physical limitations. We believe that these assignments
minimize both time actually lost from work and covered time-loss costs. We employ internal, professionally licensed claims adjusters and engage third-party claims administrators (TPAs) to provide the principal claims management
expertise. Typical management procedures include performing thorough and prompt on-site investigations of claims filed by employees, working with physicians to encourage efficient medical management of cases, denying questionable claims and
attempting to negotiate early settlements to eliminate future development of claims costs. We also maintain a corporate-wide pre-employment drug screening program and a mandatory post-injury drug test. The program is believed to have resulted in a
reduction in the frequency of fraudulent claims and in accidents in which the use of illegal drugs appears to have been a contributing factor.

Elements of Self-Insurance Costs.  The costs associated with our self-insured workers compensation program include case reserves for reported claims, an additional expense provision for potential future increases in
the cost of open injury claims (known as adverse loss development) and claims incurred in prior periods but not reported (referred to as IBNR), fees payable to our TPAs, additional claims administration expenses,
administrative fees payable to state and federal workers compensation regulatory agencies, legal fees, broker commissions for business referrals, premiums for excess workers compensation insurance, and costs associated with forming and
operating our wholly owned, fully licensed captive insurance company for excess coverage. The state assessments are typically based on payroll amounts and, to a limited extent, the amount of permanent disability awards during the previous year.
Excess insurance premiums are also based in part on the size and risk profile of our payroll and loss experience.



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Workers Compensation Claims Experience and Reserves

We recognize our liability for the ultimate payment of incurred claims and claims adjustment expenses by accruing liabilities which represent estimates
of future amounts necessary to pay claims and related expenses with respect to covered events that have occurred. When a claim involving a probable loss is reported, our internal claims management personnel or our TPA establishes a case reserve for
the estimated amount of ultimate loss. The estimate reflects an informed judgment based on established case reserving practices and the experience and knowledge of our claims management staff and the TPA regarding the nature and expected value of
the claim, as well as the estimated expense of settling the claim, including legal and other fees and expenses of administering claims. The adequacy of such case reserves in part depends on the professional judgment of both our claims management
staff and our TPA to properly and comprehensively evaluate the economic consequences of each claim. Our reserves include an additional component for both estimated future adverse loss development in excess of initial case reserves on open claims and
for incurred but not reported claims (together IBNR) based upon an actuarial estimate provided by the Companys independent actuary. Our reserves do not include an estimated provision for the incidence of unknown or unreported catastrophic
claims.

As part of the case reserving process, historical data is reviewed and consideration is given to the anticipated effect of
various factors, including known and anticipated legal developments, inflation and economic conditions. Reserve amounts are necessarily based on managements estimates, and as other data becomes available, these estimates are revised, which may
result in increases or decreases in existing case reserves. Managements internal accrual process for workers compensation expense is based upon the immediate recognition of an expense and the related liability at the time a claim occurs;
the value ascribed to the expense and liability is based upon our internal claims management and the TPAs estimate of ultimate claim cost coupled with a provision for estimated future development based upon an actuarial review performed
quarterly by our independent actuary. We believe our total accrued workers compensation claims liabilities at December 31, 2009, are adequate. It is possible, however, that our actual future workers compensation obligations may
exceed the amount of our accrued liabilities, with a corresponding negative effect on future earnings, due to such factors as unanticipated adverse loss development of known claims, and to a much lesser extent, of claims incurred but not reported.

Failure to successfully manage the severity and frequency of workers compensation injuries would result in increased
workers compensation expense and would have a negative effect, which may be substantial, on our operating results and financial condition. Management maintains clear guidelines for our branch office managers, account managers, and risk
managers directly tying their continued employment to their diligence in understanding and addressing the risks of accident or injury associated with the industries in which client companies operate and in monitoring the compliance by clients with
workplace safety requirements. We have a policy of zero tolerance for avoidable workplace injuries. Each of our risk managers has the authority to cancel any staffing customer or PEO client at any time based upon their assessment of
their safe-work practices or philosophies.

Employees and Employee Benefits

At December 31, 2009, we had approximately 34,725 employees, including approximately 7,800 staffing services employees, approximately 26,600 PEO
employees,



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approximately 325 managerial, sales and administrative employees and four executive officers. The number of employees at any given time may vary significantly due to business conditions at
customer or client companies. During 2009, approximately 1% of our employees were covered by a collective bargaining agreement. Substantially all of our managerial, sales and administrative employees have entered into a standard form of employment
agreement which, among other provisions, contains covenants not to engage in certain activities in competition with us for 18 months following termination of employment and to maintain the confidentiality of certain proprietary information. We
believe our employee relations are good.

Benefits offered to our staffing services employees include a limited-benefit medical
insurance plan, a Section 125 cafeteria plan which permits employees to use pretax earnings to fund various services, including health insurance premiums and childcare expenses, and a retirement savings plan (the 401(k) plan) under
Section 401(k) of the Internal Revenue Code pursuant to which employees may begin making contributions upon reaching 21 years of age and completing 1,000 hours of service in any consecutive 12-month period. We may also make
contributions to the 401(k) plan, which vest over six years and are subject to certain legal limits, at the sole discretion of our Board of Directors. We make matching contributions to the 401(k) plan under a safe harbor provision, whereby we match
100% of contributions by management and staffing employees to the 401(k) plan up to 3% of each participating employees annual compensation and 50% of the employees contributions up to an additional 2% of annual compensation. Employees
subject to a co-employer arrangement may participate in our benefit plans at the election of the co-employer.

Regulatory and Legislative Issues

Business Operations.  We are subject to the laws and regulations of the jurisdictions within which we operate,
including those governing self-insured employers under the workers compensation systems in Oregon, California, Maryland, Delaware and Colorado, as well as in Washington for non-PEO services. While the specific laws and regulations vary among
these jurisdictions, they typically require some form of licensing and often have statutory requirements for workplace safety and notice of change in obligation of workers compensation coverage in the event of contract termination. Although
compliance with these requirements imposes some additional financial risk on us, particularly with respect to those clients who breach their payment obligation to us, such compliance has not had a material adverse effect on our business to date.

Employee Benefit Plans.  Our operations are affected by numerous federal and state laws relating to labor, tax and
employment matters. By entering into a co-employer relationship with employees who are assigned to work at client locations (sometimes referred to as work-site employees), we assume certain obligations and responsibilities of an employer
under these federal and state laws. Because many of these federal and state laws were enacted prior to the development of nontraditional employment relationships, such as professional employer, temporary employment, and outsourcing arrangements,
many of these laws do not specifically address the obligations and responsibilities of nontraditional employers. In addition, the definition of employer under these laws is not uniform.

As an employer, we are subject to all federal statutes and regulations governing our employer-employee relationships. Subject to the discussion of
risk factors below, we believe that our operations are in compliance in all material respects with applicable federal statutes and regulations.



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We offer various qualified employee benefit plans to our employees, including employees of our PEO
clients who so elect. These qualified employee benefit plans include our 401(k) plan, a cafeteria plan under Section 125 of the Internal Revenue Code, and group health, life insurance and disability insurance plans. Generally, qualified
employee benefit plans are subject to provisions of both the Internal Revenue Code and the Employee Retirement Income Security Act of 1974 (ERISA). In order to qualify for favorable tax treatment under the Internal Revenue Code,
qualified plans must be established and maintained by an employer for the exclusive benefit of its employees.

Our filings with the SEC,
including our annual report on Form 10-K, quarterly reports on Form 10-Q, periodic reports on Form 8-K and amendments to these reports, are accessible free of charge at our website at http://www.barrettbusiness.com as soon as reasonably
practicable after filing with the SEC. By making this reference to our website, we do not intend to incorporate into this report any information contained in the website. The website should not be considered part of this report.

The SEC maintains a website at http://www.sec.gov that contains reports, proxy and information statements, and other information regarding
issuers with publicly traded securities, including the Company.



|Item 1A. | RISK FACTORS
|-------- | ------------

In addition to other
information contained in this report, the following risk factors should be considered carefully in evaluating our business.

Our workers
compensation loss reserves may be inadequate to cover our ultimate liability for workers compensation costs.

We maintain
reserves (recorded as accrued liabilities on our balance sheet) to cover our estimated liabilities for our self-insured workers compensation claims. The determination of these reserves is based upon a number of factors, including current and
historical claims activity, claims payment patterns and medical cost trends and developments in existing claims. Accordingly, reserves do not represent an exact calculation of liability. Reserves can be affected by both internal and external events,
such as adverse developments on existing claims or changes in medical costs, medical condition of the claimant, claims handling procedures, administrative costs, inflation, and legal trends and legislative changes. Reserves are adjusted from time to
time to reflect new claims, claim developments, or systemic changes, and such adjustments are reflected in the results of the periods in which the reserves are changed. The Companys estimated accrual for workers compensation claims
liabilities is based upon an actuarial estimate provided by the Companys independent actuary. The estimated accrual does not include an estimated provision for the incidence of unknown catastrophic claims. Moreover, because of the
uncertainties that surround estimating workers compensation loss reserves, we cannot be certain that our reserves are adequate. If our reserves are insufficient to cover our actual losses, we would have to increase our reserves and incur
charges to our earnings that could be material to our results of operations and financial condition.



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Our self-insured retention for workers compensation claims is $5.0 million per occurrence in the majority of
our self-insured states.

In view of the Companys favorable historical experience with large catastrophic claims and an
opportunity to realize savings from lower excess workers compensation insurance premiums, we maintain our self-insured retention at $5.0 million per occurrence, except in Maryland and Colorado where our retention is at $1.0 million and
$500,000 per occurrence, respectively. Thus, the Company has financial risk for most workers compensation claims under $5.0 million, on a per occurrence basis. This level of per occurrence retention may result in higher workers
compensation costs to us with a corresponding negative effect on our operating results and financial condition.

Adverse developments in the market
for excess workers compensation insurance could lead to increases in our costs.

We are a state-approved self-insured employer
for workers compensation coverage in California, Oregon, Delaware, Maryland and Colorado, as well as in Washington for our non-PEO services and management employees. To manage our financial exposure in the event of catastrophic injuries or
fatalities, we maintain excess workers compensation insurance with a per occurrence retention of $5.0 million effective January 1, 2007, except in Maryland and Colorado where our retention is at $1.0 million and $500,000 per
occurrence, respectively. Changes in the market for excess workers compensation insurance may lead to limited availability of such coverage, additional increases in our insurance costs or further increases in our self-insured retention, any of
which may have a material adverse effect on our financial condition.

We maintain excess workers compensation insurance coverage
with American International Group, Inc. (AIG) between $5.0 million and $15.0 million per occurrence, except in Maryland, where coverage with AIG is between $1.0 million and $25.0 million per occurrence and in Colorado, where coverage
with AIG is between $500,000 and statutory limits per occurrence. AIGs recent financial losses resulting from credit default swaps combined with the turbulence in worldwide equity and credit markets have adversely impacted AIG. Although
AIGs commercial insurance subsidiary continues to be a fully accepted insurance carrier for all major brokers, should AIG fail, we could be forced to seek alternative coverage at higher costs, which could have a material negative impact on our
results of operations and financial condition.

Current economic conditions, particularly in California, may impact our ability to attract new PEO
clients and cause our existing PEO clients to reduce staffing levels or cease operations.

The current economic downturn is having a
negative impact on small and medium size businesses, which make up the majority of our PEO clients. In turn, these businesses are cutting costs, including trimming employees from their payrolls, or ceasing operations altogether. In addition,
businesses may be reluctant to enter into new PEO arrangements because of the uncertainty regarding the timing of any economic recovery. These forces may result in decreased PEO revenues due both to the downsizing of our current clients and
difficulties in attracting new clients, and may also result in additional bad debt expense to the extent that existing clients cease operations.



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Our staffing business is vulnerable to economic fluctuations. Companies tend to use fewer temporary employees as
economic activity slows, while recruiting employees to fill our customers needs becomes increasingly difficult during robust economic periods.

Demand for our staffing services is sensitive to changes in the level of economic activity in the regions in which we do business. As economic activity slows down, as has occurred in our market areas, companies
often reduce their use of temporary employees before undertaking layoffs of permanent staff, resulting in decreased demand for staffing services. A continued significant economic downturn, particularly in the Western United States, could have a
material adverse effect on our results of operations and financial condition. During strong economic periods, on the other hand, we often experience shortages of qualified employees to meet customer needs.

Changes in the market for workers compensation insurance in the state of California could adversely affect our business.

Our concentration of PEO business in California subjects our business to market risks involving the California workers compensation environment
as the Company is a state-approved self-insured employer with respect to workers compensation coverage in that state. During recent years, California has enacted several legislative reforms in an attempt to address the crisis in its
workers compensation system, and it may attempt additional legislative or regulatory reforms in the future. Any successful legislative reforms or non-governmental changes in market conditions in California could lessen a key advantage we have
in that state, leading to a reduction in our new business opportunities and a potential slowing in the growth of our PEO business in California. Any such slowing would adversely affect our results of operations.

Because we assume the obligation to make wage, tax and regulatory payments in respect of some employees, we are exposed to client credit risks.

We generally assume responsibility for and manage the risks associated with our clients employee payroll obligations, including liability for
payment of salaries and wages (including payroll taxes), as well as group health and retirement benefits. These obligations are fixed, whether or not the client makes payments to us as required by our services agreement, which exposes us to credit
risks. We attempt to mitigate this risk by invoicing our staffing customers weekly and our PEO clients at the end of their specific payroll processing cycle. We also carefully monitor the timeliness of our clients payments and impose strict
credit standards on our customers. If we fail to successfully manage our credit risk, our results of operations and financial condition could be materially and adversely affected.

Increases in unemployment claims could raise our state unemployment tax rates which we may not be able to pass on to our customers.

During weak economic conditions in our markets as we are currently experiencing, the level of unemployment claims tend to rise as a result of employee
layoffs at our PEO clients and lack of work in our temporary staffing pool. The rise in unemployment claims often results in higher state unemployment tax rates which in most instances cannot be concurrently passed on to our customers either due to
existing PEO contracts or competitive



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pricing pressures. Increases in our state unemployment tax rates could have a material adverse effect on our results of operations, particularly in the early part of the calendar year when
effective payroll tax rates are at or near their maximum.

If we are determined not to be an employer under certain laws and regulations,
our clients may stop using our services, and we may be subject to additional liabilities.

We believe that we are an employer of
employees provided to our PEO clients on a co-employment basis under the various laws and regulations of the Internal Revenue Service and the U.S. Department of Labor. If we are determined not to be an employer under such laws and regulations and
are therefore unable to assume obligations of our clients for employment and other taxes, our clients may be held jointly and severally liable for payment of such taxes. Some clients or prospective clients may view such potential liability as an
unacceptable risk, discouraging current clients from continuing a relationship with us or prospective clients from entering into a new relationship with us.

Any determination that we are not an employer for purposes of ERISA could adversely affect our cafeteria benefits plan operated under Section 125 of the Internal Revenue Code and result in liabilities to us
under the plan.

We may be exposed to employment-related claims and costs and periodic litigation that could adversely affect our business and
results of operations.

We either co-employ employees in connection with our PEO arrangements or place our employees in our
customers workplace in connection with our staffing business. As such, we are subject to a number of risks inherent to our status as an employer, including without limitation:



| |  |  | claims of misconduct or negligence on the part of our employees, discrimination or harassment claims against our employees, or claims by our employees of
discrimination or harassment by our clients;
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | immigration-related claims;
| | - |  | ---------------------------



| |  |  | claims relating to violations of wage, hour and other workplace regulations;
| | - |  | ----------------------------------------------------------------------------



| |  |  | claims relating to employee benefits, entitlements to employee benefits, or errors in the calculation or administration of such benefits; and
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | possible claims relating to misuse of customer confidential information, misappropriation of assets or other similar claims.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------

If we experience significant incidents involving any of the above-described risk areas we could face substantial out-of-pocket losses, fines or
negative publicity. In addition, such claims may give rise to litigation, which may be time consuming, distracting and costly, and could have a material adverse effect on our business. With respect to claims involving our co-employer relationship
with our PEO clients, although our PEO services agreement provides that the client will indemnify us for any liability attributable to the conduct of the client or its employees, we may not be able to enforce such contractual indemnification, or the
client may not have sufficient assets to satisfy its obligations to us.



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We operate in a complex regulatory environment, and failure to comply with applicable laws and regulations could
adversely affect our business.

Corporate human resource operations are subject to a broad range of complex and evolving laws and
regulations, including those applicable to payroll practices, benefits administration, employment practices and privacy. Because our clients have employees in many states throughout the United States, we must perform our services in compliance with
the legal and regulatory requirements of multiple jurisdictions. Some of these laws and regulations may be difficult to ascertain or interpret and may change from time to time. Violation of such laws and regulations could subject us to fines and
penalties, damage our reputation, constitute a breach of our client agreements, impair our ability to obtain and renew required licenses, and decrease our profitability or competitiveness. If any of these effects were to occur, our operating results
and financial condition could be adversely affected.

Changes in government regulations may result in restrictions or prohibitions applicable to the
provision of employment services or the imposition of additional licensing, regulatory or tax requirements.

Our PEO and staffing
businesses are heavily regulated in most jurisdictions in which we operate. We cannot assure you that the states in which we conduct or seek to conduct business will not:



| |  |  | impose additional regulations that prohibit or restrict employment-related businesses like ours;
| | - |  | ------------------------------------------------------------------------------------------------



| |  |  | require additional licensing or add restrictions on existing licenses to provide employment-related services; or
| | - |  | ----------------------------------------------------------------------------------------------------------------



| |  |  | increase taxes or make changes in the way in which taxes are calculated for providers of employment-related services.
| | - |  | ---------------------------------------------------------------------------------------------------------------------

Any changes in applicable laws and regulations may make it more difficult or expensive for us to do business, inhibit expansion of our business, or
result in additional expenses that limit our profitability or decrease our ability to attract and retain clients.

We may find it difficult to expand
our business into additional states due to varying state regulatory requirements.

Future growth in our operations depends, in part,
on our ability to offer our services to prospective clients in new states, which may subject us to different regulatory requirements and standards. In order to operate effectively in a new state, we must obtain all necessary regulatory approvals,
adapt our procedures to that states regulatory requirements and modify our service offerings to adapt to local market conditions. In the event that we expand into additional states, we may not be able to duplicate in other markets the
financial performance experienced in our current markets.



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Acquisitions subject us to various risks, including risks relating to selection and pricing of acquisition targets,
integration of acquired companies into our business and assumption of unanticipated liabilities.

We have completed 26 acquisitions
since 1993 and may pursue additional acquisitions and investment opportunities. We cannot assure, however, that we will be able to identify or consummate any additional acquisitions. If we do pursue acquisitions, we may not realize the anticipated
benefits of such acquisitions. Acquisitions involve many risks, including risks relating to the assumption of unforeseen liabilities of an acquired business, adverse accounting charges resulting from the acquisition, and difficulties in integrating
acquired companies into our business, both from a cultural perspective, as well as with respect to personnel and client retention and technological integration. Acquired liabilities may be significant and may adversely affect our financial condition
and results of operations. Our inability to successfully integrate acquired businesses may lead to increased costs, failure to generate expected returns, accounting charges, or even a total loss of amounts invested, any of which could have a
material adverse effect on our financial condition and results of operations.

Our business is subject to risks associated with geographic market
concentration.

Our California and Oregon operations accounted for approximately 52% and 15%, respectively, of our total net
revenues in 2009. As a result of the current importance of our California and Oregon operations and anticipated continued growth from these operations, our profitability over the next several years is expected to be largely dependent on economic and
regulatory conditions in these markets, particularly in California. If these states continue to experience an economic downturn, or if the regulatory environment changes in a way that adversely affects our ability to do business in these states or
limits our competitive advantages in these markets, our profitability and growth prospects may be materially and adversely affected.

We face
competition from a number of other companies.

We face competition from various companies that may provide all or some of the
services we offer. Our competitors include companies that are engaged in staffing services such as Kelly Services, Inc. and Manpower Inc., companies that are focused on co-employment or PEO services, such as Administaff, Inc. and
companies that primarily provide payroll processing services or ASO services, such as Automatic Data Processing, Inc. and Paychex, Inc. We also face competition from information technology outsourcing firms and broad-based outsourcing and
consulting firms that perform individual projects.

Several of our existing or potential competitors have substantially greater
financial, technical and marketing resources than we do, which may enable them to:



| |  |  | develop and expand their infrastructure and service offerings more quickly and achieve greater cost efficiencies;
| | - |  | -----------------------------------------------------------------------------------------------------------------



| |  |  | invest in new technologies;
| | - |  | ---------------------------



| |  |  | expand operations into new markets more rapidly;
| | - |  | ------------------------------------------------



| |  |  | devote greater resources to marketing;
| | - |  | --------------------------------------



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| |  |  | compete for acquisitions more effectively and complete acquisitions more easily; and
| | - |  | ------------------------------------------------------------------------------------



| |  |  | aggressively price products and services and increase benefits in ways that we may not be able to match economically.
| | - |  | ---------------------------------------------------------------------------------------------------------------------

In order to compete effectively in our markets, we must target our potential clients carefully, continue to improve our efficiencies and the scope and
quality of our services, and rely on our service quality, innovation, education and program clarity. If our competitive advantages are not compelling or sustainable, then we are unlikely to increase or sustain profits and our stock price could
decline.

We are dependent upon certain key personnel and recruitment and retention of key employees may be difficult and expensive.

We believe that the successful operation of our business is dependent upon our retention of the services of key personnel, including our Chief
Executive Officer, other executive officers and branch managers. We may not be able to retain all of our executives, senior managers and key personnel in light of competition for their services. If we lose the services of one of our executive
officers or a significant number of our senior managers, our operations and profitability likely would be adversely affected.

We do not have an
expansive in-house sales staff and therefore rely extensively on brokers to make referrals.

We maintain only a minimal internal
professional sales force. Instead, we rely heavily on insurance brokers to provide referrals to new business, especially in California, although each branch office manager is expected to be an effective leader in business development, including
marketing efforts and sales closures. In connection with these arrangements, we pay a fee to brokers for new clients. As a result of our reliance on brokers, we are dependent on firms and individuals that do not have an exclusive relationship with
us. If we are unable to maintain our relationships with brokers, if brokers increase their fees or if brokers lose confidence in our services, we could face declines in our business and additional costs and uncertainties as we attempt to hire and
train an internal sales force.

We depend on attracting and retaining qualified employees; during periods of economic growth, our costs to do so
increase and it becomes more difficult to attract and retain people.

The success of our staffing services depends on our ability to
attract and retain qualified employees for placement with our customers. Our ability to attract and retain qualified personnel could be impaired by rapid improvement in economic conditions resulting in lower unemployment and increases in
compensation. During periods of economic growth, we face growing competition for retaining and recruiting qualified personnel, which in turn leads to greater advertising and recruiting costs and increased salary expenses. If we cannot attract and
retain qualified employees, the quality of our services may deteriorate and our reputation and results of operations could be adversely affected.



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Our service agreements may be terminated on short notice, leaving us vulnerable to loss of a significant amount of
customers in a short period of time, if business or regulatory conditions change or events occur that negatively affect our reputation.

Our PEO services agreements are generally terminable on 30 days notice by either us or the client. As a result, our clients may terminate their agreement with us at any time, making us particularly vulnerable to changing business
or regulatory conditions or changes affecting our reputation or the reputation of our industry.

Our industry has at times received negative
publicity and had some stigma associated with it that, if it were to predominate, could cause our business to decline.

Both PEOs
and staffing services companies periodically have been tarnished by negative publicity or scandals from poor business judgment or even outright fraud. If we or our industry face negative publicity, customers confidence in the use of temporary
personnel or co-employed workers may deteriorate, and they may be unwilling to enter into or continue our staffing or co-employment relationships. If a negative perception were to prevail, it would be more difficult for us to attract and retain
customers.

Changes in state unemployment tax laws and regulations could adversely affect our business.

In recent years, there has been significant negative publicity relating to the use of staffing or PEO companies to shield employers from poor
unemployment history and high unemployment taxes. New legislation enacted at the state or federal level to try to counter this perceived problem could have a material adverse effect on our business by limiting our ability to market our services or
making our services less attractive to our customers and potential customers.

We are dependent upon technology services and if we experience damage,
service interruptions or failures in our computer and telecommunications systems, or if our security measures are breached, our client relationships and our ability to attract new clients may be adversely affected.

Our business could be interrupted by damage to or disruption of our computer and telecommunications equipment and software systems, and we may lose
data. Our clients businesses may be adversely affected by any system or equipment failure we experience. As a result of any of the foregoing, our relationships with our clients may be impaired, we may lose clients, our ability to attract new
clients may be adversely affected and we could be exposed to contractual liability. Precautions in place to protect ourselves from, or minimize the effect of, such events, may not be adequate.

In addition, our business involves the storage and transmission of clients proprietary information and confidential personal data of employees
and security breaches could expose us to a risk of loss of this information, litigation and possible liability. If our security measures are breached as a result of third-party action, employee error, malfeasance or otherwise, and, as a result,
someone obtains unauthorized access to client or employee data, our reputation will be damaged, our business may suffer and we could incur significant liability. Techniques used to obtain unauthorized access or to sabotage systems change frequently
and are



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growing increasingly sophisticated. As a result, we may be unable to anticipate these techniques or to implement adequate preventative measures. If an actual or perceived breach of our security
occurs, we could be liable and the market perception of our services could be harmed.



|Item 1B. | UNRESOLVED STAFF COMMENTS
|-------- | -------------------------

None.



|Item 2. | PROPERTIES
|------- | ----------

We provide PEO and
staffing services through all 44 of our branch offices. The following table shows the number of branch offices located in each state in which we operate. We also lease office space in other locations in our market areas which we use to recruit and
place employees.



|               |  |                        
|-------------- |  | -----------------------
|Offices        |  | Number ofBranch Offices
|California     |  | 16                     
|Oregon         |  | 8                      
|Utah           |  | 4                      
|Washington     |  | 4                      
|Arizona        |  | 2                      
|Colorado       |  | 3                      
|Idaho          |  | 3                      
|Maryland       |  | 2                      
|Delaware       |  | 1                      
|North Carolina |  | 1                      

We lease office space for our branch offices.
At December 31, 2009, our leases had expiration dates ranging from less than one year to five years, with total minimum payments through 2014 of approximately $5.1 million. Our corporate headquarters office in Vancouver, Washington occupies
approximately 23 percent of the 63,500 square foot building we purchased during 2005 at a price of $8.85 million.



|Item 3. | LEGAL PROCEEDINGS
|------- | -----------------

See Note 14,
Litigation, in the Notes to Consolidated Financial Statements included in Item 15 of this report.



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|Item 4. | RESERVED
|------- | --------

EXECUTIVE OFFICERS
OF THE REGISTRANT

The following table identifies, as of February 28, 2010, each executive officer of the Company. Executive
officers are elected annually and serve at the discretion of the Board of Directors.



|                    |  |     |  |                                                                                                        |  |              
|------------------- |  | --- |  | ------------------------------------------------------------------------------------------------------ |  | -------------
|Name                |  | Age |  | Principal Positions and Business Experience                                                            |  | Officer Since
|William W. Sherertz |  | 64  |  | President; Chief Executive Officer; Director                                                           |  | 1980         
|                    |  |     | 
|Michael L. Elich    |  | 44  |  | Vice President and Chief Operating Officer                                                             |  | 2005         
|                    |  |     | 
|James D. Miller     |  | 46  |  | Vice President-Finance, Treasurer and Secretary; Chief Financial Officer; Principal Accounting Officer |  | 1994         
|                    |  |     | 
|Gregory R. Vaughn   |  | 54  |  | Vice President and Assistant Secretary                                                                 |  | 1998         



William W. Sherertz has acted as Chief Executive Officer of the Company since 1980. He has also been a director of the Company since 1980, and was
appointed President of the Company in March 1993. Mr. Sherertz also serves as Chairman of the Board of Directors.

Michael L. Elich
joined the Company in October 2001 as Director of Business Development. He was appointed Vice President and Chief Operating Officer in May 2005. From 1995 to 2001, Mr. Elich served as Executive Vice President and Chief Operating
Officer of Skills Resource Training Center, a staffing services company with offices in Oregon, Washington and Idaho that we acquired effective January 1, 2004.

James D. Miller joined the Company in January 1994 as Controller. He was promoted to Vice President-Finance, Treasurer and Secretary, and Chief Financial Officer effective June 1, 2008. From 1991 to 1994, he
was the Corporate Accounting Manager for Christensen Motor Yacht Corporation. Mr. Miller, a certified public accountant on inactive status, was employed by Price Waterhouse LLP, now known as PricewaterhouseCoopers LLP, from 1987 to 1991.

Gregory R. Vaughn joined the Company in July 1997 as Operations Manager. Mr. Vaughn was appointed Vice President in January 1998.
Prior to joining Barrett, Mr. Vaughn was Chief Executive Officer of Insource America, Inc., a privately-held human resource management company headquartered in Portland, Oregon, for approximately one year. Mr. Vaughn has also held senior
management positions with Sundial Time Systems, Inc. and Continental Information Systems, Inc. Previously, Mr. Vaughn was employed as a technology consultant by Price Waterhouse LLP, now known as PricewaterhouseCoopers LLP.



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PART II



|Item 5. | MARKET FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
|------- | ------------------------------------------------------------------------------------------------------------

Our common stock (the Common Stock) trades on the Global Select Market segment of The Nasdaq Stock Market under the symbol
BBSI. At February 26, 2010, there were 36 stockholders of record and approximately 2,575 beneficial owners of the Common Stock.

The following table presents the high and low sales prices of the Common Stock and cash dividends paid for each quarterly period during the last two fiscal years, as reported by The Nasdaq Stock Market. Any future determination as to the
payment of dividends will be made at the discretion of the Board and will depend upon the Companys operating results, financial condition, capital requirements, general business conditions and such other factors as the Board deems relevant.



|               |  |      |       |     |   |                        |  |   |     
|-------------- |  | ---- | ----- | --- | - | ---------------------- |  | - | ----
|               |  | High |       | Low |   | Cash DividendsDeclared
|2008           |  |      |       |     |   |                        |  |   |     
|First Quarter  |  | $    | 18.85 |     | $ | 14.89                  |  | $ | 0.08
|Second Quarter |  |      | 18.02 |     |   | 11.47                  |  |   | 0.08
|Third Quarter  |  |      | 17.96 |     |   | 10.38                  |  |   | 0.08
|Fourth Quarter |  |      | 13.28 |     |   | 9.00                   |  |   | 0.08
|               |  |      |      
|2009           |  |      |       |     |   |                        |  |   |     
|First Quarter  |  | $    | 12.00 |     | $ | 7.92                   |  | $ | 0.08
|Second Quarter |  |      | 11.69 |     |   | 9.31                   |  |   | 0.08
|Third Quarter  |  |      | 11.30 |     |   | 9.47                   |  |   | 0.08
|Fourth Quarter |  |      | 12.60 |     |   | 10.07                  |  |   | 0.08

In November 2006, the Board adopted a
stock repurchase program and authorized the repurchase of up to 500,000 shares of the Companys stock from time to time in open market purchases. In November 2007, the Board approved an increase in the authorized shares to be repurchased up to
1.0 million shares. In October 2008, the Board approved a second increase in the authorized shares to be repurchased up to 3.0 million shares. The following table summarizes information related to stock repurchases during the quarter ended
December 31, 2009.



|         |  |                   |  |                        |       |                                                                   |   |                                                                  |  |          
|-------- |  | ----------------- |  | ---------------------- | ----- | ----------------------------------------------------------------- | - | ---------------------------------------------------------------- |  | ---------
|Month    |  | SharesRepurchased |  | Average PricePer Share |       | Total Value ofShares Repurchasedas Part of PubliclyAnnounced Plan |   | Maximum Number ofShares that May YetBe RepurchasedUnder the Plan
|October  |  | 37,700            |  | $                      | 10.39 |                                                                   | $ | 391,553                                                          |  | 1,837,077
|November |  | 19,364            |  |                        | 11.01 |                                                                   |   | 213,241                                                          |  | 1,817,713
|December |  | 3,444             |  |                        | 11.03 |                                                                   |   | 37,992                                                           |  | 1,814,269
|         |  |                   |  |                        |       |                                                                   |   |                                                                  |  |          
|Total    |  | 60,508            |  |                        |       |                                                                   | $ | 642,786                                                          |  |          
|         |  |                   |  |                        |       |                                                                   |   |                                                                  |  |          



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The following graph shows the cumulative total return at the dates indicated for the period from
December 31, 2004, until December 31, 2009, for our Common Stock, The Nasdaq Composite Index, and a group of the Companys current peers in the staffing industry (the 2009 Peer Group). The 2009 Peer Group is comprised
of five companies. The 2009 Peer Group excludes two companies included in the peer group used to prepare the performance graph included in the Companys Form 10-K for the year ended December 31, 2008 as these two companies are no longer
traded on the Nasdaq Composite Index due to acquisition.

The stock performance graph has been prepared assuming that $100 was invested
on December 31, 2004, in our Common Stock, The Nasdaq Composite Index, and the 2009 Peer Group, and that dividends are reinvested. In accordance with the SECs disclosure rules, the stockholder return for each company in the 2009 Peer
Group indices has been weighted on the basis of market capitalization as of the beginning of each annual period shown. The stock price performance reflected in the graph may not be indicative of future price performance.



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LOGO



|                                |  |        |  |        |  |        |  |        |  |        |  |       
|------------------------------- |  | ------ |  | ------ |  | ------ |  | ------ |  | ------ |  | ------
|                                |  | 12/04  |  | 12/05  |  | 12/06  |  | 12/07  |  | 12/08  |  | 12/09 
|Barrett Business Services, Inc. |  | 100.00 |  | 271.24 |  | 254.93 |  | 198.68 |  | 123.19 |  | 143.39
|NASDAQ Composite                |  | 100.00 |  | 101.33 |  | 114.01 |  | 123.71 |  | 73.11  |  | 105.61
|Peer Group                      |  | 100.00 |  | 119.61 |  | 143.07 |  | 106.99 |  | 74.37  |  | 102.99
|                                |  |        |  |        |  |       
|Members of Peer Group:          |  |        |  |        |  |        |  |        |  |        |  |       
|Administaff Inc                 |  |        |  |        |  |        |  |        |  |        |  |       
|CDI Corp.                       |  |        |  |        |  |        |  |        |  |        |  |       
|Kelly Services Inc              |  |        |  |        |  |        |  |        |  |        |  |       
|Manpower Inc                    |  |        |  |        |  |        |  |        |  |        |  |       
|Robert Half International Inc   |  |        |  |        |  |        |  |        |  |        |  |       



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|Item 6. | SELECTED FINANCIAL DATA
|------- | -----------------------

The
following selected financial data should be read in conjunction with the Companys financial statements and the accompanying notes listed in Item 15 of this report.



|                                                      |  |                                       |         |   |      |   |         |      |  |   |         |   |  |      |         |   |  |   |         |  
|----------------------------------------------------- |  | ------------------------------------- | ------- | - | ---- | - | ------- | ---- |  | - | ------- | - |  | ---- | ------- | - |  | - | ------- | -
|                                                      |  | Year Ended December 31,               |        
|                                                      |  | 2009                                  |         |   | 2008 |   |         | 2007 |  |   | 2006    |   |  | 2005 |        
|                                                      |  | (In thousands, except per share data) |        
|Statement of operations:                              |  |                                       |         |   |      |   |         |      |  |   |         |   |  |      |         |   |  |   |         |  
|Revenues:                                             |  |                                       |         |   |      |   |         |      |  |   |         |   |  |      |         |   |  |   |         |  
|Staffing services                                     |  | $                                     | 116,155 |   |      | $ | 154,565 |      |  | $ | 147,221 |   |  | $    | 123,500 |   |  | $ | 130,098 |  
|Professional employer service fees                    |  |                                       | 120,305 |   |      |   | 125,903 |      |  |   | 141,992 |   |  |      | 135,684 |   |  |   | 101,291 |  
|                                                      |  |                                       |         |   |      |   |         |      |  |   |         |   |  |      |         |   |  |   |         |  
|Total                                                 |  |                                       | 236,460 |   |      |   | 280,468 |      |  |   | 289,213 |   |  |      | 259,184 |   |  |   | 231,389 |  
|                                                      |  |                                       |         |   |      |   |         |      |  |   |         |   |  |      |         |   |  |   |         |  
|Cost of revenues:                                     |  |                                       |         |   |      |   |         |      |  |   |         |   |  |      |         |   |  |   |         |  
|Direct payroll costs                                  |  |                                       | 87,679  |   |      |   | 114,440 |      |  |   | 113,450 |   |  |      | 92,676  |   |  |   | 97,006  |  
|Payroll taxes and benefits                            |  |                                       | 82,077  |   |      |   | 85,531  |      |  |   | 87,822  |   |  |      | 83,756  |   |  |   | 63,889  |  
|Workers compensation                                 |  |                                       | 41,109  |   |      |   | 30,887  |      |  |   | 29,031  |   |  |      | 27,199  |   |  |   | 24,667  |  
|                                                      |  |                                       |         |   |      |   |         |      |  |   |         |   |  |      |         |   |  |   |         |  
|Total                                                 |  |                                       | 210,865 |   |      |   | 230,858 |      |  |   | 230,303 |   |  |      | 203,631 |   |  |   | 185,562 |  
|                                                      |  |                                       |         |   |      |   |         |      |  |   |         |   |  |      |         |   |  |   |         |  
|Gross margin                                          |  |                                       | 25,595  |   |      |   | 49,610  |      |  |   | 58,910  |   |  |      | 55,553  |   |  |   | 45,827  |  
|Selling, general and administrative expenses          |  |                                       | 33,481  |   |      |   | 36,654  |      |  |   | 34,688  |   |  |      | 31,604  |   |  |   | 25,670  |  
|Depreciation and amortization                         |  |                                       | 1,641   |   |      |   | 1,536   |      |  |   | 1,387   |   |  |      | 1,306   |   |  |   | 974     |  
|                                                      |  |                                       |         |   |      |   |         |      |  |   |         |   |  |      |         |   |  |   |         |  
|(Loss) income from operations                         |  |                                       | (9,527  | ) |      |   | 11,420  |      |  |   | 22,835  |   |  |      | 22,643  |   |  |   | 19,183  |  
|                                                      |  |                                       |         |   |      |   |         |      |  |   |         |   |  |      |         |   |  |   |         |  
|Loss on impairment of investments                     |  |                                       | -       |   |      |   | (3,483  | )    |  |   | -       |   |  |      | -       |   |  |   | -       |  
|Other income:                                         |  |                                       |         |   |      |   |         |      |  |   |         |   |  |      |         |   |  |   |         |  
|Investment income, net                                |  |                                       | 1,003   |   |      |   | 2,080   |      |  |   | 3,183   |   |  |      | 2,869   |   |  |   | 945     |  
|Other, net                                            |  |                                       | 637     |   |      |   | (26     | )    |  |   | (100    | ) |  |      | (22     | ) |  |   | (198    | )
|                                                      |  |                                       |         |   |      |   |         |      |  |   |         |   |  |      |         |   |  |   |         |  
|Total                                                 |  |                                       | 1,640   |   |      |   | 2,054   |      |  |   | 3,083   |   |  |      | 2,847   |   |  |   | 747     |  
|                                                      |  |                                       |         |   |      |   |         |      |  |   |         |   |  |      |         |   |  |   |         |  
|(Loss) income before income taxes                     |  |                                       | (7,887  | ) |      |   | 9,991   |      |  |   | 25,918  |   |  |      | 25,490  |   |  |   | 19,930  |  
|(Benefit from) provision for income taxes             |  |                                       | (3,119  | ) |      |   | 3,728   |      |  |   | 9,112   |   |  |      | 9,154   |   |  |   | 7,440   |  
|                                                      |  |                                       |         |   |      |   |         |      |  |   |         |   |  |      |         |   |  |   |         |  
|Net (loss) income                                     |  | $                                     | (4,768  | ) |      | $ | 6,263   |      |  | $ | 16,806  |   |  | $    | 16,336  |   |  | $ | 12,490  |  
|                                                      |  |                                       |         |   |      |   |         |      |  |   |         |   |  |      |         |   |  |   |         |  
|Basic (loss) earnings per share                       |  | $                                     | (.46    | ) |      | $ | .58     |      |  | $ | 1.49    |   |  | $    | 1.46    |   |  | $ | 1.29    |  
|                                                      |  |                                       |         |   |      |   |         |      |  |   |         |   |  |      |         |   |  |   |         |  
|Weighted average number of basic shares outstanding   |  |                                       | 10,452  |   |      |   | 10,861  |      |  |   | 11,247  |   |  |      | 11,194  |   |  |   | 9,647   |  
|                                                      |  |                                       |         |   |      |   |         |      |  |   |         |   |  |      |         |   |  |   |         |  
|Diluted (loss) earnings per share                     |  | $                                     | (.46    | ) |      | $ | .56     |      |  | $ | 1.44    |   |  | $    | 1.40    |   |  | $ | 1.21    |  
|                                                      |  |                                       |         |   |      |   |         |      |  |   |         |   |  |      |         |   |  |   |         |  
|Weighted average number of diluted shares outstanding |  |                                       | 10,452  |   |      |   | 11,120  |      |  |   | 11,654  |   |  |      | 11,671  |   |  |   | 10,343  |  
|                                                      |  |                                       |         |   |      |   |         |      |  |   |         |   |  |      |         |   |  |   |         |  
|Cash dividends per common share                       |  | $                                     | .32     |   |      | $ | .32     |      |  | $ | .29     |   |  | $    | .07     |   |  | $ | -       |  
|Selected balance sheet data:                          |  |                                       |         |   |      |   |         |      |  |   |         |   |  |      |         |   |  |   |         |  
|Cash and marketable securities                        |  | $                                     | 57,910  |   |      | $ | 60,609  |      |  | $ | 64,913  |   |  | $    | 73,439  |   |  | $ | 64,909  |  
|Working capital                                       |  |                                       | 46,025  |   |      |   | 52,493  |      |  |   | 54,213  |   |  |      | 59,985  |   |  |   | 55,475  |  
|Total assets                                          |  |                                       | 172,072 |   |      |   | 170,060 |      |  |   | 173,224 |   |  |      | 162,181 |   |  |   | 144,301 |  
|Long-term debt, net of current portion                |  |                                       | -       |   |      |   | -       |      |  |   | -       |   |  |      | -       |   |  |   | 1,094   |  
|Stockholders equity                                  |  |                                       | 100,127 |   |      |   | 110,622 |      |  |   | 113,748 |   |  |      | 103,700 |   |  |   | 85,850  |  



|Note: | All share and per share amounts have been adjusted for a 3-for-2 stock split effected on May 19, 2005 by way of a 50% stock dividend.
|----- | -------------------------------------------------------------------------------------------------------------------------------------



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|Item 7. | MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|------- | -------------------------------------------------------------------------------------

Overview

We provide human resource management
services, comprised principally of staffing services and PEO services. We generate staffing services revenues primarily from short-term staffing, contract staffing, on-site management and direct placement services. Our PEO service fees are generated
from contractual agreements with our PEO clients under which we become a co-employer of our clients workforce with responsibility for some or all of the clients human resource functions. We recognize revenues from our staffing services
for all amounts invoiced, including direct payroll, employer payroll-related taxes, workers compensation coverage and a service fee (equivalent to a mark-up percentage). PEO service fee revenues are recognized on a net basis in accordance with
current accounting guidance for revenue recognition and principal/agent considerations. Consequently, our PEO service fee revenues represent the gross margin generated from our PEO services after deducting the amounts invoiced to PEO customers for
direct payroll expenses such as salaries, wages, health insurance and employee out-of-pocket expenses incurred incidental to employment. These amounts are also excluded from cost of revenues. PEO service fees also include amounts invoiced to our
clients for employer payroll-related taxes and workers compensation coverage.

Through centralized operations at our headquarters
in Vancouver, Washington, we prepare invoices weekly for our staffing services customers and following the end of each payroll processing cycle for PEO clients. We invoice our customers and clients as each payroll is processed. Payment terms for
staffing customers are generally 30 days, while PEO clients invoices are generally due on the invoice date.

Our business is
concentrated in California and Oregon and we expect to continue to derive a majority of our revenues from these markets in the future. Revenues generated in our California and Oregon offices accounted for 67% of our total net revenues in 2009, 65%
in 2008 and 72% in 2007. Consequently, any weakness in economic conditions or changes in the regulatory environments in these regions could have a material adverse effect on our financial results.

We offer cash safety incentives to certain PEO clients for maintaining safe-work practices in order to minimize workplace injuries. The cash incentive
is based on a percentage of annual payroll and is paid annually to customers who meet predetermined workers compensation claims cost objectives. Safety incentive payments are made only after closure of all workers compensation claims
incurred during the customers contract period. The safety incentive expense is also netted against PEO revenues on our statements of operations.

Our cost of revenues is comprised of direct payroll costs for staffing services, employer payroll-related taxes and employee benefits and workers compensation. Direct payroll costs represent the gross payroll
earned by staffing services employees based on salary or hourly wages. Payroll taxes and employee benefits consist of the employers portion of Social Security and Medicare taxes, federal and state unemployment taxes, and staffing services
employee reimbursements for materials, supplies and other expenses, which are paid by the customer. Workers compensation expense consists primarily of the costs



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associated with our self-insured workers compensation program, such as claims reserves, claims administration fees, legal fees, state administrative agency fees and excess insurance costs
for catastrophic injuries. We also maintain separate workers compensation insurance policies for employees working in states where we are not self-insured.

The largest portion of workers compensation expense is the cost of workplace injury claims. When an injury occurs and is reported to us, our respective independent TPA or our internal claims management
personnel analyze the details of the injury and develop a case reserve, which becomes the estimate of the cost of the claim based on similar injuries and their professional judgment. We then record or accrue an expense and a corresponding liability
based upon our estimate of the ultimate claim cost. As cash payments are made by our TPA against specific case reserves, the accrued liability is reduced by the corresponding payment amount. The TPA and our in-house claims administrators also review
existing injury claims on an on-going basis and adjust the case reserves as new or additional information for each claim becomes available. Our reserve includes a provision for both future anticipated increases in costs (adverse loss
development) of the claims reserves for open claims and for claims incurred but not reported related to prior and current periods. This provision of the reserve is based upon an actuarial estimate provided by our third-party actuary. We
believe our operational policies and internal claims reporting system help to limit the occurrence of unreported incurred claims.

Selling, general and administrative expenses represent both branch office and corporate-level operating expenses. Branch operating expenses consist primarily of branch office staff payroll and personnel related costs, advertising, rent,
office supplies, professional and legal fees and branch incentive compensation. Corporate-level operating expenses consist primarily of executive and office staff payroll and personnel related costs, professional and legal fees, travel, occupancy
costs, information systems costs and executive and corporate staff incentive compensation.

Depreciation and amortization represents
depreciation of property and equipment and amortization of intangible assets consisting of the amortization of software costs, covenants not to compete, and if material, customer related intangibles. Property and equipment are depreciated using the
straight-line method over their estimated useful lives, which generally range from two to 39 years. Intangible assets are amortized using the straight-line method over their estimated useful lives, which range from two to ten years.

Critical Accounting Policies

We have
identified the following policies as critical to our business and the understanding of our results of operations. For a detailed discussion of the application of these and other accounting policies, see Note 1 to the audited consolidated financial
statements included in Item 15 of this Report. Note that the preparation of this Annual Report on Form 10-K requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the
financial statements, and the reported amounts of revenue and expenses during the reporting period. Management bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances,
the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.



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Self-Insured Workers Compensation Reserves. We are self-insured for workers
compensation coverage in a majority of our employee work sites in Oregon, California, Maryland, Delaware and Colorado and for staffing services and management employees only in Washington. The estimated liability for unsettled workers
compensation claims represents our best estimate, which includes an evaluation of information provided by our internal claims adjusters and our third-party claims administrators, coupled with managements use of a third-party actuary. These
elements serve as the basis for our overall estimate for workers compensation claims liabilities, which include more specifically the following components: case reserve estimates for reported losses, plus additional amounts for estimated
future development of reported claims and incurred but not reported claims (together IBNR). These estimates are continually reviewed and adjustments to liabilities are reflected in current operating results as they become known. We believe that the
amounts recorded for our estimated liabilities are reasonable and objective and are based upon facts and other trends associated with the Companys historical universe of claims data. Nevertheless, it is possible that adjustments to such
estimates may be required in future periods if the development of claim costs varies materially from our estimates and such adjustments, if necessary, could be material to results of operations.

Safety Incentives Liability. Our accrued safety incentives represent cash incentives paid to certain PEO client companies for maintaining
safe-work practices in order to minimize workplace injuries. The incentive is based on a percentage of annual payroll and is paid annually to customers who meet predetermined workers compensation claims cost objectives. Safety incentive
payments are made only after closure of all workers compensation claims incurred during the customers contract period. The liability is estimated and accrued each month based upon the then-current amount of the customers estimated
workers compensation claims reserves as established by our internal claims adjusters and our third party administrators.

Allowance for Doubtful Accounts. We are required to make estimates of the collectibility of accounts receivables. Management analyzes historical bad debts, customer concentrations, customer creditworthiness, current economic trends
and changes in the customers payment tendencies when evaluating the adequacy of the allowance for doubtful accounts. If the financial condition of our customers deteriorates, resulting in an impairment of their ability to make payments,
additional allowances may be required.

Goodwill. We assess the recoverability of goodwill annually and whenever events or
changes in circumstances indicate that the carrying value might be impaired. Factors that are considered include significant underperformance relative to expected historical or projected future operating results, significant negative industry trends
and significant change in the manner of use of the acquired assets. Managements current assessment of the carrying value of goodwill indicates there was no impairment as of December 31, 2009. If these estimates or their related
assumptions change in the future, we may be required to record impairment charges for these assets whenever events or circumstances occur indicating that goodwill might be impaired.

Investments in Marketable Securities. We consider available evidence in evaluating potential impairment of our investments, including the
duration and extent to which fair value is less than cost and our ability and intent to hold the investment. Investments in securities classified as trading are reported at fair value, with unrealized gains or losses reported in



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other income in our consolidated statements of operations. Investments in securities classified as available-for-sale are reported at fair value, with unrealized gains or losses reported net of
tax in other comprehensive income (loss) in stockholders equity. In the event a loss on our available-for-sale investments is determined to be other-than-temporary, the loss will be recognized in our statement of operations. Investments in
securities classified as held-to-maturity are reported at amortized cost.

Income Taxes. Our income taxes are accounted for using
an asset and liability approach. This requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the financial statement and tax basis of assets and liabilities at the
applicable tax rates. A valuation allowance is recorded against deferred tax assets if, based on the weight of the available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized.

The determination of our provision for income taxes requires significant judgment, the use of estimates, and the interpretation and application of
complex tax laws. Significant judgment is required in assessing the timing and amounts of deductible and taxable items and the probability of sustaining uncertain tax positions. The impact of uncertain tax positions would be recorded in our
financial statements only after determining a more-likely-than-not probability that the uncertain tax positions would withstand challenge, if any, from taxing authorities. As facts and circumstances change, we reassess these probabilities and would
record any changes in the financial statements as appropriate in accordance with current accounting guidance for income taxes, which sets out the framework by which such judgments are to be made.

Recent Accounting Pronouncements

For a
discussion of recent accounting pronouncements and their potential effect on the Companys results of operations and financial condition, refer to Note 1 in the Notes to the Financial Statements beginning at page F-6 of this Annual Report on
Form 10-K.

Forward-Looking Information

Statements in this Item or in Items 1 and 1A of this Report which are not historical in nature, including discussion of economic conditions in the Companys market areas and effect on revenue levels, the potential for and effect of
past and future acquisitions, the effect of changes in the Companys mix of services on gross margin, the adequacy of the Companys workers compensation reserves and allowance for doubtful accounts, the effect of the Companys
formation of a wholly owned, fully licensed captive insurance subsidiary and becoming self-insured for certain business risks, the financial viability of the Companys excess insurance carrier, the effectiveness of the Companys management
information systems, payment of future dividends and the availability of financing and working capital to meet the Companys funding requirements, are forward-looking statements within the meaning of the Private Securities Litigation Reform Act
of 1995. Such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the actual results, performance or achievements of the Company or industry to be materially different from any future results,
performance or achievements expressed or implied by such forward-looking statements. Such factors with respect to the Company include difficulties associated with integrating acquired businesses and clients into the Companys operations, the
Companys ability to retain current customers, economic trends in the Companys service



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areas, material deviations from expected future workers compensation claims experience, the effect of changes in the workers compensation regulatory environment in one or more of the
Companys primary markets, collectibility of accounts receivable, the carrying values of deferred income tax assets and goodwill, which may be affected by the Companys future operating results, the availability of capital or letters of
credit necessary to meet state-mandated surety deposit requirements for maintaining the Companys status as a qualified self-insured employer for workers compensation coverage, and the use of $57.9 million in cash and marketable
securities, among others. The Company disclaims any obligation to update any such factors or to publicly announce the result of any revisions to any of the forward-looking statements contained herein to reflect future events or developments.

Results of Operations

The
following table sets forth the percentages of total revenues represented by selected items in the Companys Statements of Operations for the years ended December 31, 2009, 2008 and 2007, included in Item 15 of this report. References
to the Notes to Financial Statements appearing below are to the notes to the Companys financial statements included in Item 15 of this report.



|                                             |  |                                  |    |  |       |   |  |       |  
|-------------------------------------------- |  | -------------------------------- | -- |  | ----- | - |  | ----- | -
|                                             |  | Percentage of Total Net Revenues |   
|                                             |  | Year Ended December 31,          |   
|                                             |  | 2009                             |    |  | 2008  |   |  | 2007  |  
|Revenues:                                    |  |                                  |    |  |       |   |  |       |  
|Staffing services                            |  | 49.1                             | %  |  | 55.1  | % |  | 50.9  | %
|Professional employer service fees           |  | 50.9                             |    |  | 44.9  |   |  | 49.1  |  
|                                             |  |                                  |    |  |       |   |  |       |  
|Total                                        |  | 100.0                            |    |  | 100.0 |   |  | 100.0 |  
|                                             |  |                                  |    |  |       |   |  |       |  
|Cost of revenues:                            |  |                                  |    |  |       |   |  |       |  
|Direct payroll costs                         |  | 37.1                             |    |  | 40.8  |   |  | 39.2  |  
|Payroll taxes and benefits                   |  | 34.7                             |    |  | 30.5  |   |  | 30.4  |  
|Workers compensation                        |  | 17.4                             |    |  | 11.0  |   |  | 10.0  |  
|                                             |  |                                  |    |  |       |   |  |       |  
|Total                                        |  | 89.2                             |    |  | 82.3  |   |  | 79.6  |  
|                                             |  |                                  |    |  |       |   |  |       |  
|Gross margin                                 |  | 10.8                             |    |  | 17.7  |   |  | 20.4  |  
|Selling, general and administrative expenses |  | 14.1                             |    |  | 13.2  |   |  | 12.0  |  
|Depreciation and amortization                |  | 0.7                              |    |  | 0.5   |   |  | 0.5   |  
|                                             |  |                                  |    |  |       |   |  |       |  
|(Loss) income from operations                |  | (4.0                             | )  |  | 4.0   |   |  | 7.9   |  
|Loss on impairment of investments            |  | -                                |    |  | (1.2  | ) |  | -     |  
|Other income                                 |  | 0.7                              |    |  | 0.7   |   |  | 1.1   |  
|                                             |  |                                  |    |  |       |   |  |       |  
|Pretax (loss) income                         |  | (3.3                             | )  |  | 3.5   |   |  | 9.0   |  
|(Benefit from) provision for income taxes    |  | (1.3                             | )  |  | 1.3   |   |  | 3.2   |  
|                                             |  |                                  |    |  |       |   |  |       |  
|Net (loss) income                            |  | (2.0                             | )% |  | 2.2   | % |  | 5.8   | %
|                                             |  |                                  |    |  |       |   |  |       |  

We report PEO revenues in accordance with current accounting guidance for revenue recognition and principal/agent
considerations which requires us to report such revenues on a net basis because we are not the primary obligor for the services provided by our PEO clients to their customers pursuant to our PEO contracts. We present for comparison purposes the
gross revenues and cost of revenues information for the years ended December 31, 2009 and 2008 set forth in the table below. Although not in accordance with generally accepted accounting principles in the United States (GAAP),
management



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believes this information is more informative as to the level of our business activity and more illustrative of how we manage our operations, including the preparation of our internal operating
forecasts, because it presents our PEO services on a basis comparable to our staffing services.

The presentation of revenues on a net
basis and the relative contributions of staffing and PEO revenues can create volatility in our gross margin percentage. The general impact of fluctuations in our revenue mix is described below.



| |  |  | A relative increase in staffing revenues will typically result in a lower gross margin percentage. Staffing revenues are presented at gross with the related
direct costs reported in cost of sales. While staffing relationships typically have higher margins than PEO relationships, an increase in staffing revenues and related costs presented at gross dilutes the impact of the net PEO revenue on gross
margin percentage.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | A relative increase in PEO revenue will result in higher gross margin percentage. Improvement in gross margin percentage occurs because incremental PEO revenue
dollars are reported as revenue net of all related direct costs.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|                               |  |                        |           |      |   |          
|------------------------------ |  | ---------------------- | --------- | ---- | - | ---------
|(in thousands)                 |  | Year EndedDecember 31,
|                               |  | 2009                   |           | 2008
|Revenues:                      |  |                        |           |      |   |          
|Staffing services              |  | $                      | 116,155   |      | $ | 154,565  
|Professional employer services |  |                        | 903,731   |      |   | 926,028  
|                               |  |                        |           |      |   |          
|Total revenues                 |  |                        | 1,019,886 |      |   | 1,080,593
|                               |  |                        |           |      |   |          
|Cost of revenues:              |  |                        |           |      |   |          
|Direct payroll costs           |  |                        | 866,167   |      |   | 908,410  
|Payroll taxes and benefits     |  |                        | 82,077    |      |   | 85,531   
|Workers compensation          |  |                        | 46,047    |      |   | 37,042   
|                               |  |                        |           |      |   |          
|Total cost of revenues         |  |                        | 994,291   |      |   | 1,030,983
|                               |  |                        |           |      |   |          
|Gross margin                   |  | $                      | 25,595    |      | $ | 49,610   
|                               |  |                        |           |      |   |          

A reconciliation of non-GAAP gross revenues to net revenues is
as follows for the years ended December 31, 2009 and 2008 (in thousands):



|                               |  |                               |           |                  |   |           |                             |   |          |   |  |      |          |      |  |   |         |  |   |        
|------------------------------ |  | ----------------------------- | --------- | ---------------- | - | --------- | --------------------------- | - | -------- | - |  | ---- | -------- | ---- |  | - | ------- |  | - | -------
|                               |  | Gross RevenueReporting Method |           | Reclassification |   |           | Net RevenueReporting Method
|                               |  | 2009                          |           | 2008             |   | 2009      |                             |   | 2008     |   |  | 2009 |          | 2008
|Revenues:                      |  |                               |           |                  |   |           |                             |   |          |   |  |      |          |      |  |   |         |  |   |        
|Staffing services              |  | $                             | 116,155   |                  | $ | 154,565   |                             | $ | -        |   |  | $    | -        |      |  | $ | 116,155 |  | $ | 154,565
|Professional employer services |  |                               | 903,731   |                  |   | 926,028   |                             |   | (783,426 | ) |  |      | (800,125 | )    |  |   | 120,305 |  |   | 125,903
|                               |  |                               |           |                  |   |           |                             |   |          |   |  |      |          |      |  |   |         |  |   |        
|Total revenues                 |  | $                             | 1,019,886 |                  | $ | 1,080,593 |                             | $ | (783,426 | ) |  | $    | (800,125 | )    |  | $ | 236,460 |  | $ | 280,468
|                               |  |                               |           |                  |   |           |                             |   |          |   |  |      |          |      |  |   |         |  |   |        
|Cost of revenues:              |  | $                             | 994,291   |                  | $ | 1,030,983 |                             | $ | (783,426 | ) |  | $    | (800,125 | )    |  | $ | 210,865 |  | $ | 230,858
|                               |  |                               |           |                  |   |           |                             |   |          |   |  |      |          |      |  |   |         |  |   |        

The amount of the reclassification is comprised of direct
payroll costs and safety incentives attributable to our PEO client companies.



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Years Ended December 31, 2009 and 2008

Net loss for 2009 amounted to $4.8 million, a decline of $11.1 million from net income of $6.3 million for 2008. The decline for 2009 was primarily due
to lower revenues and lower gross margin dollars principally due to an $11.8 million increase in workers compensation expense resulting from the Companys change in estimate of its workers compensation reserves during the second
quarter of 2009. Diluted loss per share for 2009 was $.46 compared to a diluted earnings per share of $.56 for 2008.

Revenues for 2009
totaled $236.5 million, a decrease of approximately $44.0 million or 15.7%, which reflects a decline in both the Companys staffing service revenue and PEO service fee revenue. Staffing service revenue decreased approximately $38.4 million or
24.9% from 2008 primarily due to a significant decline in demand for our staffing services from existing customers in the majority of our markets. PEO service fee revenue decreased approximately $5.6 million or 4.4% from 2008 primarily due to a
decline in business as a result of decreased hours worked at our existing PEO customer worksites, partially offset by the net effect of the addition of new customers. During 2009, the Company served approximately 1,800 staffing service customers,
which compares to 2,300 during 2008. Management expects demand for the Companys staffing services will continue to reflect overall uncertain economic conditions in its market areas. During 2009, the Company served approximately 1,800 PEO
clients, which compares to approximately 1,600 PEO clients during 2008. Offsetting the increase in the number of PEO clients served in 2009 was a decline in the average number of PEO employees and worker hours per client. Net growth in the
Companys PEO business has slowed due to general economic conditions.

Gross margin for 2009 totaled approximately $25.6 million,
which represented a decrease of $24.0 million or 48.4% from 2008, primarily due to the $11.8 million additional workers compensation expense adjustment, a 15.7% decline in revenues and higher payroll taxes and benefits as a percentage of
revenues. The gross margin percent decreased from 17.7% of revenues for 2008 to 10.8% for 2009. Workers compensation expense, as a percent of revenues, increased from 11.0% in 2008 to 17.4% in 2009. Workers compensation expense for 2009
totaled $41.1 million, which compares to $30.9 million for 2008. This increase was primarily due to the $11.8 million additional workers compensation expense adjustment. The increase in payroll taxes and benefits, as a percentage of
revenues, from 30.5% for 2008 to 34.7% for 2009, was principally due to higher statutory state unemployment tax rates in various states in which the Company operates in 2009 as compared to 2008 and to an increase in business mix of PEO services
where payroll taxes and benefits are presented at gross cost whereas the related direct payroll costs are netted against PEO services revenue. The decrease in direct payroll costs, as a percentage of revenues, from 40.8% for 2008 to 37.1% for 2009
reflects the moderate shift in the overall mix of services from staffing services to PEO services in the Companys customer base and the effect of each customers unique mark-up percent. We expect gross margin as a percentage of total
revenues to continue to be influenced by fluctuations in the mix between staffing and PEO services, as well as changes to our estimates for workers compensation claims liabilities, if necessary.

During the second quarter of 2009, the Company engaged a new actuary to review its workers compensation liabilities. While the Company
historically obtained an actuarial study, management determined the study was not the best estimate of the workers



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compensation liability. Based upon discussions with the new actuary and a thorough review of the Companys reserving process and consideration of recent developments, management determined
the actuarial estimate as of June 30, 2009 was the best estimate of the ultimate cost to settle open claims. Our primary considerations included the significant erosion in the economy, the increasing complexity and uncertainty surrounding
healthcare costs, unexpected development in open claims and growth in our business. The change in estimate resulted in the Company increasing its workers compensation claims liabilities by approximately $11.8 million at June 30, 2009.

Selling, general and administrative (SG&A) expenses consist of compensation and other expenses relating to the
operation of our headquarters and our branch offices and the marketing of our services. SG&A for 2009 amounted to approximately $33.5 million, a decrease of $3.2 million or 8.7% from 2008. SG&A expenses, as a percentage of revenues,
increased from 13.2% in 2008 to 14.2% in 2009. The decrease in dollars from 2008 was primarily attributable to lower profit sharing and an overall reduction in variable operating expenses due to the decline in business activity and profitability.

During 2008, the Company recorded a non-cash, other-than-temporary impairment charge of approximately $3.5 million relating to its
investment in four closed-end bond funds. The impairment charge assumes no income tax benefit given the uncertainty of the Companys ability to generate future taxable investment gains required to utilize these investment losses.

Other income for 2009 was $1.6 million compared to other income of $2.1 million for 2008. The decline in other income for 2009 was primarily
attributable to decreased investment income earned on the Companys cash and investments due to a decline in investment yields, partially offset by a gain on the sale of certain corporate bonds of $572,000.

Depreciation and amortization totaled $1.6 million for 2009, which compares to $1.5 million for 2008. The increase in the depreciation and
amortization expense level compared to 2008 was primarily due to the incremental increase in depreciation related to a major software upgrade that was placed into service during 2009.

Our effective income tax rate for 2009 was (39.5%), as compared to 37.3% for 2008. The effective rate for 2009 was primarily attributable to the
Companys loss before income taxes coupled with higher federal and state tax credits.

At December 31, 2009, we had deferred
income tax assets of $4.1 million, which consist of temporary differences between taxable income for financial accounting and tax purposes, which will reduce taxable income in future years. Pursuant to GAAP, we are required to assess the realization
of the deferred income tax assets as significant changes in circumstances may require adjustments during future periods. Although realization is not assured, management has concluded that it is more likely than not that the remaining deferred income
tax assets will be realized, principally based upon projected taxable income for the next two years. The amount of the deferred income tax assets actually realized could vary, if there are differences in the timing or amount of future reversals of
existing deferred income tax assets or changes in the actual amounts of future taxable income as compared to operating forecasts. If our operating forecast is determined to no longer be reliable due to



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uncertain market conditions, our long-term forecast may require reassessment. As a result, in the future, a valuation allowance may be required to be established for all or a portion of the
deferred income tax assets. Such a valuation allowance could have a significant effect on our future results of operations and financial position.

Years Ended December 31, 2008 and 2007

Net income for 2008 amounted to $6.3 million, a decline of 62.7% or $10.5
million from net income of $16.8 million for 2007. The decline for 2008 was primarily due to lower gross margin dollars as a result of a decline in revenues and higher direct payroll costs and higher workers compensation expense, a $3.5
million impairment charge on investments and higher SG&A expenses. Diluted earnings per share for 2008 was $.56 compared to $1.44 for 2007.

Revenues for 2008 totaled $280.5 million, a decrease of approximately $8.7 million or 3.0%, which reflects a decline in the Companys PEO service fee revenue offset in part by an increase in staffing service revenue. PEO service
fee revenue decreased approximately $16.1 million or 11.3% from 2007 primarily due to a decline in business with our existing PEO customer base resulting from challenging economic conditions. Staffing service revenue increased approximately
$7.3 million or 5.0% over 2007 primarily due to the acquisitions of Strategic Staffing on July 2, 2007, Phillips Temps on December 3, 2007 and First Employment Services on February 4, 2008. The increase was offset in part by a
decline in business with existing or former customers in excess of market share gains attributable to new customers. On a comparable branch office basis, i.e. without the benefit from the incremental revenue generated from the three acquisitions,
staffing revenues for the year declined 13.4% or approximately $19.8 million due to a decrease in demand for staffing employees resulting from slower economic conditions in the Companys markets. During 2008, the Company served approximately
2,300 staffing service customers, which compares to a similar number of customers during 2007. During 2008, the Company served approximately 1,600 PEO clients, which compares to approximately 1,500 PEO clients during 2007. Offsetting the increase in
the number of PEO clients served in 2008 was a decline in the average number of PEO employees and worker hours per client.

Gross margin
for 2008 totaled approximately $49.6 million, which represented a decrease of $9.3 million or 15.8% from 2007, primarily due to the 3.0% decline in revenues and higher cost of revenues. The gross margin percent decreased from 20.4% of revenues
for 2007 to 17.7% for 2008. The decline in the gross margin percentage was mainly due to higher direct payroll costs, expressed as a percent of revenues. The increase in direct payroll costs, as a percentage of revenues, from 39.2% for 2007 to 40.8%
for 2008 reflects the moderate shift in the overall mix of services from PEO services to staffing services in the Companys customer base primarily attributable to the acquisitions of Strategic Staffing, Phillips Temps and First Employment
Services and the effect of each customers unique mark-up percent. Workers compensation expense, as a percent of revenues, increased from 10.0% in 2007 to 11.0% in 2008. Workers compensation expense for 2008 totaled
$30.9 million, which compares to $29.0 million for 2007. This increase was primarily due to higher estimates for new claim costs and to increases in estimates for existing claims in states where the Company is self-insured as well as to
higher insurance premiums in states where the Company is not self-insured. The small increase in payroll taxes and benefits, as a percentage of revenues, from 30.4% for 2007 to 30.5% for 2008, was primarily due to the



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effect of growth in staffing services, as well as slightly higher effective state unemployment tax rates in various states in which the Company operates as compared to 2007.

SG&A for 2008 amounted to approximately $36.7 million, an increase of $2.0 million or 5.7% over 2007. SG&A expenses, as a percentage of
revenues, increased from 12.0% in 2007 to 13.2% in 2008. The increase over 2007 was primarily attributable to increases in branch management personnel and related expenses as a result of the incremental SG&A expenses associated with the
Strategic Staffing, Phillips Temps and First Employment Services acquisitions, which represented $3.5 million, offset in part by lower SG&A expenses from our existing branch offices. On a comparable branch basis, SG&A expenses declined $1.5
million primarily due to lower profit sharing.

During 2008, the Company recorded a non-cash, other-than-temporary impairment charge of
approximately $3.5 million relating to its investment in four closed-end bond funds.

Other income for 2008 was $2.1 million compared to
other income of $3.1 million for 2007. The decline in other income for 2008 was primarily attributable to decreased investment income earned on the Companys cash and investments due to a decline in investment yields.

Depreciation and amortization totaled $1.5 million for 2008, which compares to $1.4 million for 2007. The increase in the depreciation and
amortization expense level compared to 2007 was primarily due to the acquisitions of Strategic Staffing, Phillips Temps and First Employment Services.

Our effective income tax rate for 2008 was 37.3%, as compared to 35.2% for 2007. The increase in the effective rate was primarily attributable to the Companys establishment of a valuation allowance on the
$3.5 million impairment charge recognized on its investments, offset in part by state tax benefits attributable to Associated Insurance Company for Excess (AICE), our wholly-owned captive insurance company, recognized upon the completion
and filing of the Companys 2007 state income tax returns during 2008 and to higher Federal employment tax credits.

Fluctuations in Quarterly
Operating Results

We have historically experienced significant fluctuations in our quarterly operating results 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 and the effect of acquisitions. 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 affected 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, 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.



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Liquidity and Capital Resources

The Companys cash position of $36.7 million at December 31, 2009, decreased by $5.5 million from December 31, 2008, which compares to an increase of $32.4 million for the year ended
December 31, 2008. The decrease in cash at December 31, 2009, as compared to December 31, 2008, was primarily due to net loss of $4.8 million, payment of cash dividends of $3.4 million, the Companys repurchase of its common
stock of $3.0 million and an increase of $4.3 million in income taxes receivable, partially offset by a $12.9 million increase in workers compensation claims liabilities. The increase in cash at December 31, 2008 was primarily due to
proceeds from sales and maturities of marketable securities of $91.2 million and net income of $6.3 million, offset in part by purchases of marketable securities of $55.4 million and the Companys repurchase of its common stock of $8.5 million
and cash used for acquisitions of $5.9 million.

Net cash provided by operating activities for 2009 amounted to $3.0 million, as
compared to net cash provided by operating activities of $14.2 million for 2008. For 2009, cash flow was primarily provided by an increase in workers compensation claims liabilities of $12.9 million, partially offset by net loss of $4.8
million, and an increase of $4.3 million of income taxes receivable.

Net cash used in investing activities totaled $2.7 million for
2009, compared to net cash provided by investing activities of $29.2 million for 2008. For 2009, the cash from investing activities was principally used in purchases of $29.3 million of marketable securities, and purchase of property and equipment
of $881,000, offset in part by proceeds from sales and maturities of marketable securities of $27.5 million. The Company presently has no material long-term capital commitments.

Net cash used in financing activities for 2009 was $5.9 million compared to net cash used in financing activities of $10.9 million for 2008. For 2009,
the principal uses of cash for financing activities were for the Companys cash dividends of $3.4 million paid to holders of the Companys common stock, and the Companys repurchase of 313,000 shares of its common stock for $3.0
million, offset in part by $449,000 of tax benefits from exercises of stock options.

As disclosed in Note 2 to the consolidated
financial statements in this report, the Company acquired certain assets of First Employment Services, Inc., a privately held staffing services company with offices in Tempe and Phoenix, Arizona, effective February 4, 2008. As consideration for
the acquisition, the Company paid $3.8 million in cash and agreed to pay additional consideration of $1.2 million contingent upon the first 12 months of financial performance. Management completed the evaluation of the financial performance criteria
for the 12-month period during the first quarter of 2009 and determined no additional consideration was due.

The Companys
business strategy continues to focus on growth through the expansion of operations at existing offices, together with the selective acquisition of additional personnel-related business, both in its existing markets and other strategic geographic
markets. The Company periodically evaluates proposals for various acquisition opportunities, but there can be no assurance that any additional transactions will be consummated.



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The Company entered into a new Standby Letter of Credit Agreement dated as of June 30, 2009 (the
Credit Agreement) with its principal bank. The Credit Agreement provides for standby letters of credit as to which there were $6.7 million outstanding at December 31, 2009 in connection with various surety deposit requirements for
workers compensation purposes.

Pursuant to the Credit Agreement, the Company is required to maintain compliance with the
following covenants: (1) to incur a net loss after taxes of no more than $8.0 million for the year ended December 31, 2009 and maintain net income after taxes not less than $1.00 (one dollar) on an annual basis thereafter, determined as of
each fiscal year end; (2) to maintain liquid assets (defined as unencumbered cash, cash equivalents, and publicly traded and quoted marketable securities) having an aggregate fair market value at all times not less than $10.0 million,
determined as of the end of each fiscal quarter; and (3) to not borrow or permit to exist indebtedness (other than from or to the bank), or mortgage, pledge, grant, or permit to exist a security interest in, or a lien upon, all or any portion
of the Companys assets now owned or hereafter acquired, except for purchase money indebtedness (and related security interests) which does not at any time exceed $500,000. The Company was in compliance with all covenants at December 31,
2009.

The Company is self-insured for certain business insurance risks such as general liability, errors and omissions and umbrella
coverage. It is the Companys determination that the risk of loss for such coverage is remote. Management may explore in the future more cost effective vehicles to provide higher limits of coverage, as well as coverages provided by the
Companys captive insurance company.

The Company maintains a Board authorized stock repurchase program to repurchase common shares
from time to time in open market purchases. During November 2007, the Board approved an increase in the total number of shares to be repurchased under the program up to a total of 1.0 million common shares, up from the initial authorization of
500,000 shares. In October 2008, the Board approved a second increase in the authorized shares to be repurchased up to 3.0 million shares. The repurchase program currently permits 1.8 million of additional shares to be repurchased at
December 31, 2009. Management anticipates that the capital necessary to execute this program will be provided by existing cash balances and other available resources.

Management expects that current liquid assets, coupled with the funds anticipated to be generated from operations, will be sufficient in the aggregate
to fund the Companys working capital needs for the next twelve months.



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Contractual Obligations

The Companys contractual obligations as of December 31, 2009, including commitments for future payments under non-cancelable lease arrangements and long-term workers compensation liabilities and
other long-term liabilities are summarized below:



|                                                                             |  |                        |       |                 |   |            |  |            |       |              |   |     |  |   |    
|---------------------------------------------------------------------------- |  | ---------------------- | ----- | --------------- | - | ---------- |  | ---------- | ----- | ------------ | - | --- |  | - | ---
|                                                                             |  | Payments Due by Period
|(in thousands)                                                               |  | Total                  |       | Less than1 year |   | 1 - 3years |  | 4 - 5years |       | After5 years
|Operating leases                                                             |  | $                      | 5,064 |                 | $ | 2,414      |  | $          | 2,462 |              | $ | 188 |  | $ | -  
|Long-term workers compensation claims liabilities for catastrophic injuries |  |                        | 817   |                 |   | 78         |  |            | 142   |              |   | 151 |  |   | 446
|Other long-term liabilities                                                  |  |                        | 500   |                 |   | -          |  |            | -     |              |   | 500 |  |   | -  
|                                                                             |  |                        |       |                 |   |            |  |            |       |              |   |     |  |   |    
|Total contractual cash obligations                                           |  | $                      | 6,381 |                 | $ | 2,492      |  | $          | 2,604 |              | $ | 839 |  | $ | 446
|                                                                             |  |                        |       |                 |   |            |  |            |       |              |   |     |  |   |    

Inflation

Inflation generally has not been a significant factor in the Companys operations during the periods discussed above. The Company has taken into
account the impact of escalating medical and other costs in establishing reserves for future expenses for self-insured workers compensation claims.



|Item 7A. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|-------- | ----------------------------------------------------------

The Companys exposure to market risk for changes in interest rates primarily relates to its investment portfolio of liquid assets. As of December 31, 2009, the Companys investment portfolio
consisted principally of approximately $32.9 million in tax-exempt money market funds, $11.6 million in tax-exempt municipal bonds with an average maturity of 197 days, and approximately $8.4 million in bond funds and corporate bonds. Based on the
Companys overall interest exposure at December 31, 2009, a 100 basis point increase in market interest rates would not have a material effect on the fair value of the Companys investment portfolio of liquid assets or its results of
operations because of the predominantly short maturities of the securities within the investment portfolio.



|Item 8. | FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
|------- | -------------------------------------------

The financial statements and notes thereto required by this item begin on page F-1 of this report, as listed in Item 15.



|Item 9. | CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
|------- | ------------------------------------------------------------------------------------

None.



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|Item 9A. | CONTROLS AND PROCEDURES
|-------- | -----------------------

Evaluation of Disclosure
Controls and Procedures

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated
the effectiveness of our disclosure controls and procedures as defined in Exchange Act Rule 13a-15(e) as of December 31, 2009 in connection with the filing of this Annual Report on Form 10-K. Based on that evaluation, our Chief
Executive Officer and Chief Financial Officer concluded that, as of December 31, 2009, our disclosure controls and procedures were effective to ensure that information we are required to disclose in reports that we file or submit under the
Exchange Act is recorded, processed, summarized and reported within the time periods specified in rules and forms of the SEC and is accumulated and communicated to our management as appropriate to allow timely decisions regarding required
disclosure.

Our Companys financial statements in this Form 10-K fairly present, in all material respects, the financial
condition, results of operations and cash flows of our company as of and for the periods presented in accordance with generally accepted accounting principles in the United States.

Managements Annual Report on Internal Control over Financial Reporting

Our management is
responsible for establishing and maintaining for our Company adequate internal control over financial reporting as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Our management, with the participation of our Chief Executive Officer
and Chief Financial Officer, conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2009. This evaluation was based on the framework established in Internal ControlIntegrated
Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

Remediation of Material Weakness

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is
a reasonable possibility that a material misstatement of the Companys annual or interim financial statements will not be prevented or detected on a timely basis. In connection with managements assessment of our internal control over
financial reporting, we had identified the following material weakness in our internal control over financial reporting as of September 30, 2009. For the reasons set forth below, this material weakness has been remediated as of
December 31, 2009.

Previously Reported Material Weakness: Our Company did not maintain effective controls over information
technology (IT); specifically, general IT controls over program changes and program development were ineffectively designed and/or operating as of December 31, 2008. These aggregate deficiencies, along with their associated
reflection on the control environment, resulted in more than a remote likelihood that a material misstatement of the Companys annual or interim financial statements would not be prevented or detected.



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##### Table of Contents

Remediation efforts: During 2009, in order to address the material weakness over program
changes to our IT Systems and to ensure that adequate personnel resources, independent oversight and documentation for financial reporting were in place, management completed the following remedial action:



| | 1. | Application user acceptance testing.
| | -- | ------------------------------------



| | 2. | Systematic testing of automated functionality.
| | -- | ----------------------------------------------



| | 3. | Validation of data conversion and migration to the Companys upgraded financial system.
| | -- | ---------------------------------------------------------------------------------------



| | 4. | Formal authorization for deployment of the financial system upgrade.
| | -- | --------------------------------------------------------------------

In addition to implementing changes in our IT systems, management has identified, documented and tested business process controls and entity level controls that serve as compensating controls for our IT systems.
Collectively, the improvements in our IT environment and consistent application of our business process and entity level controls reduce the risk of a material misstatement to an acceptable level and have eliminated the material weakness described
above.

The effectiveness of our internal control over financial reporting as of December 31, 2009 has been audited by Moss Adams
LLP, the Companys independent registered public accounting firm, as stated in their report which appears on page F-1 of Item 15 in this Annual Report on Form 10-K.

Changes in Internal Control over Financial Reporting

We have completed the implementation of
the changes, as described above in our internal control over financial reporting as defined in Exchange Act Rule 13a-15(f) during the fourth quarter of 2009 that have materially affected, or were reasonably likely to materially affect,
our internal control over financial reporting.

Inherent Limitations

Control systems, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control systems
objectives are being met. Further, the design of any control systems must reflect the fact that there are resource constraints, and the benefits of all controls must be considered relative to their costs. Because of the inherent limitations in all
control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within our Company have been detected. These inherent limitations include the realities that judgments in decision
making can be faulty and that breakdowns can occur because of simple errors or mistakes. Control systems can also be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls.
The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over
time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with policies or procedures.



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##### Table of Contents

CEO and CFO Certifications

We have attached as exhibits to this Annual Report on Form 10-K the certifications of our Chief Executive Officer and Chief Financial Officer, which are required in compliance with the Exchange Act. We recommend
that this Item 9A be read in conjunction with the certifications for a more complete understanding of the subject matter presented.



|Item 9B. | OTHER INFORMATION
|-------- | -----------------

None.



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##### Table of Contents

PART III



|Item 10. | DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
|-------- | ------------------------------------------------------

Information required by this Item 10 concerning directors and executive officers of the Company appears under the heading Executive Officers of the Registrant on page 20 of this report or is
incorporated into this report by reference to the Companys definitive Proxy Statement for its 2010 Annual Meeting of Stockholders to be filed within 120 days of the Companys fiscal year end of December 31, 2009 (the Proxy
Statement). The additional required information is included under the following headings of the Proxy Statement; Item 1  Election of Directors, Stock Ownership by Principal Stockholders and
ManagementSection 16(a) Beneficial Ownership Reporting Compliance, and Code of Ethics.

Audit Committee

The Company has a separately-designated standing audit committee established in accordance with Section 3(a)(58)(A) of the Exchange Act known
as the Audit and Compliance Committee. The members of the Audit and Compliance Committee are Thomas J. Carley, chairman, James B. Hicks, Ph.D., Anthony Meeker and Roger L. Johnson, each of whom is independent as that term is used in Nasdaq listing
standards applicable to the Company.

Audit Committee Financial Expert

The Companys Board of Directors has determined that Thomas J. Carley, an audit committee member, qualifies as an audit committee financial
expert as defined by Item 407(d)(5) of Regulation S-K under the Exchange Act and is independent as that term is defined for audit committee members in Nasdaq listing standards applicable to the Company.



|Item 11. | EXECUTIVE COMPENSATION
|-------- | ----------------------

Information
required by this Item 11 concerning executive and director compensation and participation of compensation committee members is incorporated into this report by reference to the Proxy Statement, in which required information is included under
the heading Executive Compensation.



|Item 12. | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
|-------- | ----------------------------------------------------------------------------------------------

Information required by this Item 12 concerning the security ownership of certain beneficial owners and management is incorporated into this
report by reference to the Proxy Statement, in which required information is set forth under the headings Stock Ownership of Principal Stockholders and ManagementBeneficial Ownership Table and Executive
CompensationAdditional Equity Compensation Plan Information.



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##### Table of Contents

|Item 13. | CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
|-------- | -------------------------------------------------------------------------

Information required by this Item 13 concerning certain relationships and related transactions and director independence is incorporated into
this report by reference to the Proxy Statement, in which required information is included under the headings Item 1  Election of Directors and Related Person Transactions.



|Item 14. | PRINCIPAL ACCOUNTING FEES AND SERVICES
|-------- | --------------------------------------

Information required by this Item 14 concerning fees paid to our accountants is incorporated into this report by reference to the Proxy Statement, in which required information is included under the heading Matters Relating to
Our Independent Registered Public Accounting Firm.



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##### Table of Contents

PART IV



|Item 15. | EXHIBITS, FINANCIAL STATEMENT SCHEDULES
|-------- | ---------------------------------------

Financial Statements and Schedules

The Financial Statements, together with the report thereon of Moss Adams LLP, are
included on the pages indicated below:



|                                                                                        |  |     
|--------------------------------------------------------------------------------------- |  | ----
|                                                                                        |  | Page
|                                                                                        | 
|Report of Independent Registered Public Accounting FirmMoss Adams LLP                  |  | F-1 
|                                                                                        | 
|Balance Sheets as of December 31, 2009 and 2008                                         |  | F-3 
|                                                                                        | 
|Statements of Operations for the Years Ended December 31, 2009, 2008 and 2007           |  | F-4 
|                                                                                        | 
|Statements of Stockholders Equity for the Years Ended December 31, 2009, 2008 and 2007 |  | F-5 
|                                                                                        | 
|Statements of Cash Flows for the Years Ended December 31, 2009, 2008 and 2007           |  | F-6 
|                                                                                        | 
|Notes to Financial Statements                                                           |  | F-7 

No schedules are required to be filed herewith.

Exhibits

Exhibits are listed in the Exhibit Index that
follows the signature page of this report.



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##### Table of Contents

BARRETT BUSINESS SERVICES, INC.

AUDITED ANNUAL CONSOLIDATED FINANCIAL STATEMENTS

Report of Independent Registered Public Accounting Firm

To the Board of Directors and
Stockholders of

Barrett Business Services, Inc.

We
have audited the accompanying consolidated balance sheets of Barrett Business Services, Inc. and subsidiaries (the Company) as of December 31, 2009 and 2008, and the related consolidated statements of operations, stockholders
equity and cash flows for each of the years in the three-year period ended December 31, 2009. We also have audited Barrett Business Services, Inc. and subsidiaries internal control over financial reporting as of December 31, 2009,
based on criteria established in Internal ControlIntegrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). The Companys management is responsible for these statements, for maintaining
effective control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Managements Annual Report on Internal Control over Financial Reporting located
in Item 9A. Our responsibility is to express an opinion on these financial statements and an opinion on the Companys internal control over financial reporting based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and
perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the
financial statements included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall
financial statement presentation. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating
the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis
for our opinions.

A companys internal control over financial reporting is a process designed to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A companys internal control over financial reporting includes those policies
and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are
recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with the authorizations of
management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the companys assets that could have a material effect on the
financial statements.



F-1



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##### Table of Contents

Because of its inherent limitations, internal control over financial reporting may not prevent or detect
misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies and procedures may
deteriorate.

In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position
of Barrett Business Services, Inc. and subsidiaries as of December 31, 2009 and 2008, and the consolidated results of its operations and its cash flows for each of the years in the three-year period ending December 31, 2009, in conformity
with accounting principles generally accepted in the United States of America. Also in our opinion, Barrett Business Services, Inc. and subsidiaries maintained, in all material respects, effective internal control over financial reporting as of
December 31, 2009, based on criteria established in Internal ControlIntegrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission.

/s/ Moss Adams LLP

Portland, Oregon

March 15, 2010



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##### Table of Contents

Barrett Business Services, Inc.

Consolidated Balance Sheets

December 31, 2009 and 2008

(In Thousands, Except Par Value)



|                                                                                                        |  |      |         |      |   |        
|------------------------------------------------------------------------------------------------------- |  | ---- | ------- | ---- | - | -------
|                                                                                                        |  | 2009 |         | 2008
|ASSETS                                                                                                  |  |      |         |      |   |        
|Current assets:                                                                                         |  |      |         |      |   |        
|Cash and cash equivalents                                                                               |  | $    | 36,671  |      | $ | 42,214 
|Marketable securities                                                                                   |  |      | 13,766  |      |   | 17,968 
|Trade accounts receivable, net                                                                          |  |      | 33,070  |      |   | 34,389 
|Income taxes receivable                                                                                 |  |      | 4,274   |      |   | -      
|Prepaid expenses and other                                                                              |  |      | 979     |      |   | 1,440  
|Deferred income taxes                                                                                   |  |      | 4,071   |      |   | 2,373  
|Workers compensation receivables for insured claims                                                    |  |      | 225     |      |   | 225    
|                                                                                                        |  |      |         |      |   |        
|Total current assets                                                                                    |  |      | 93,056  |      |   | 98,609 
|                                                                                                        |  |     
|Marketable securities                                                                                   |  |      | 7,473   |      |   | 427    
|Goodwill, net                                                                                           |  |      | 47,338  |      |   | 47,338 
|Property, equipment and software, net                                                                   |  |      | 14,795  |      |   | 15,503 
|Restricted marketable securities and workers compensation deposits                                     |  |      | 2,666   |      |   | 2,701  
|Other assets                                                                                            |  |      | 3,104   |      |   | 1,645  
|Workers compensation receivables for insured losses and recoveries                                     |  |      | 3,640   |      |   | 3,837  
|                                                                                                        |  |      |         |      |   |        
|                                                                                                        |  | $    | 172,072 |      | $ | 170,060
|                                                                                                        |  |      |         |      |   |        
|LIABILITIES AND STOCKHOLDERS EQUITY                                                                    |  |      |         |      |   |        
|Current liabilities:                                                                                    |  |      |         |      |   |        
|Accounts payable                                                                                        |  | $    | 1,117   |      | $ | 881    
|Accrued payroll, payroll taxes and related benefits                                                     |  |      | 30,244  |      |   | 32,296 
|Other accrued liabilities                                                                               |  |      | 499     |      |   | 902    
|Workers compensation claims liabilities                                                                |  |      | 10,509  |      |   | 7,186  
|Workers compensation claims liabilities for insured claims                                             |  |      | 225     |      |   | 225    
|Safety incentives liability                                                                             |  |      | 4,437   |      |   | 4,626  
|                                                                                                        |  |      |         |      |   |        
|Total current liabilities                                                                               |  |      | 47,031  |      |   | 46,116 
|Customer deposits                                                                                       |  |      | 600     |      |   | 706    
|Long-term workers compensation claims liabilities                                                      |  |      | 14,560  |      |   | 5,235  
|Long-term workers compensation claims liabilities for insured claims                                   |  |      | 2,504   |      |   | 2,438  
|Deferred income taxes                                                                                   |  |      | 6,323   |      |   | 4,394  
|Other long-term liabilities                                                                             |  |      | 500     |      |   | -      
|Deferred gain on sale and leaseback                                                                     |  |      | 427     |      |   | 549    
|Commitments and contingencies (Notes 9 and 13)                                                          |  |      |         |      |   |        
|Stockholders equity:                                                                                   |  |      |         |      |   |        
|Preferred stock, $.01 par value; 500,000 shares authorized; no shares issued and outstanding            |  |      | -       |      |   | -      
|Common stock, $.01 par value; 20,500 shares authorized, 10,466 and 10,583 shares issued and outstanding |  |      | 105     |      |   | 106    
|Additional paid-in capital                                                                              |  |      | 28,358  |      |   | 30,959 
|Accumulated other comprehensive income                                                                  |  |      | 256     |      |   | 25     
|Retained earnings                                                                                       |  |      | 71,408  |      |   | 79,532 
|                                                                                                        |  |      |         |      |   |        
|                                                                                                        |  |      | 100,127 |      |   | 110,622
|                                                                                                        |  |      |         |      |   |        
|                                                                                                        |  | $    | 172,072 |      | $ | 170,060
|                                                                                                        |  |      |         |      |   |        

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



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##### Table of Contents

Barrett Business Services, Inc.

Consolidated Statements of Operations

Years Ended December 31,
2009, 2008 and 2007

(In Thousands, Except Per Share Amounts)



|                                                      |  |      |         |   |      |   |         |      |  |   |         |  
|----------------------------------------------------- |  | ---- | ------- | - | ---- | - | ------- | ---- |  | - | ------- | -
|                                                      |  | 2009 |         |   | 2008 |   |         | 2007 | 
|Revenues:                                             |  |      |         |   |      |   |         |      |  |   |         |  
|Staffing services                                     |  | $    | 116,155 |   |      | $ | 154,565 |      |  | $ | 147,221 |  
|Professional employer service fees                    |  |      | 120,305 |   |      |   | 125,903 |      |  |   | 141,992 |  
|                                                      |  |      |         |   |      |   |         |      |  |   |         |  
|                                                      |  |      | 236,460 |   |      |   | 280,468 |      |  |   | 289,213 |  
|                                                      |  |      |         |   |      |   |         |      |  |   |         |  
|Cost of revenues:                                     |  |      |         |   |      |   |         |      |  |   |         |  
|Direct payroll costs                                  |  |      | 87,679  |   |      |   | 114,440 |      |  |   | 113,450 |  
|Payroll taxes and benefits                            |  |      | 82,077  |   |      |   | 85,531  |      |  |   | 87,822  |  
|Workers compensation                                 |  |      | 41,109  |   |      |   | 30,887  |      |  |   | 29,031  |  
|                                                      |  |      |         |   |      |   |         |      |  |   |         |  
|                                                      |  |      | 210,865 |   |      |   | 230,858 |      |  |   | 230,303 |  
|                                                      |  |      |         |   |      |   |         |      |  |   |         |  
|Gross margin                                          |  |      | 25,595  |   |      |   | 49,610  |      |  |   | 58,910  |  
|                                                      |  |      |        
|Selling, general and administrative expenses          |  |      | 33,481  |   |      |   | 36,654  |      |  |   | 34,688  |  
|Depreciation and amortization                         |  |      | 1,641   |   |      |   | 1,536   |      |  |   | 1,387   |  
|                                                      |  |      |         |   |      |   |         |      |  |   |         |  
|(Loss) income from operations                         |  |      | (9,527  | ) |      |   | 11,420  |      |  |   | 22,835  |  
|                                                      |  |      |         |   |      |   |         |      |  |   |         |  
|Loss on impairment of investments                     |  |      | -       |   |      |   | (3,483  | )    |  |   | -       |  
|Other income:                                         |  |      |         |   |      |   |         |      |  |   |         |  
|Investment income, net                                |  |      | 1,003   |   |      |   | 2,080   |      |  |   | 3,183   |  
|Other                                                 |  |      | 637     |   |      |   | (26     | )    |  |   | (100    | )
|                                                      |  |      |         |   |      |   |         |      |  |   |         |  
|                                                      |  |      | 1,640   |   |      |   | 2,054   |      |  |   | 3,083   |  
|                                                      |  |      |         |   |      |   |         |      |  |   |         |  
|(Loss) income before income taxes                     |  |      | (7,887  | ) |      |   | 9,991   |      |  |   | 25,918  |  
|                                                      |  |      |        
|(Benefit from) provision for income taxes             |  |      | (3,119  | ) |      |   | 3,728   |      |  |   | 9,112   |  
|                                                      |  |      |         |   |      |   |         |      |  |   |         |  
|Net (loss) income                                     |  | $    | (4,768  | ) |      | $ | 6,263   |      |  | $ | 16,806  |  
|                                                      |  |      |         |   |      |   |         |      |  |   |         |  
|Basic (loss) earnings per share                       |  | $    | (.46    | ) |      | $ | .58     |      |  | $ | 1.49    |  
|                                                      |  |      |         |   |      |   |         |      |  |   |         |  
|Weighted average number of basic shares outstanding   |  |      | 10,452  |   |      |   | 10,861  |      |  |   | 11,247  |  
|                                                      |  |      |         |   |      |   |         |      |  |   |         |  
|Diluted (loss) earnings per share                     |  | $    | (.46    | ) |      | $ | .56     |      |  | $ | 1.44    |  
|                                                      |  |      |         |   |      |   |         |      |  |   |         |  
|Weighted average number of diluted shares outstanding |  |      | 10,452  |   |      |   | 11,120  |      |  |   | 11,654  |  
|                                                      |  |      |         |   |      |   |         |      |  |   |         |  

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



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##### Table of Contents

Barrett Business Services, Inc.

Consolidated Statements of Stockholders Equity

Years Ended
December 31, 2009, 2008 and 2007

(In Thousands)



|                                                               |  |              |   |  |                          |     |   |                                            |   |        |                  |  |   |        |   |  |   |        |   |  |   |         |  
|-------------------------------------------------------------- |  | ------------ | - |  | ------------------------ | --- | - | ------------------------------------------ | - | ------ | ---------------- |  | - | ------ | - |  | - | ------ | - |  | - | ------- | -
|                                                               |  | Common Stock |   |  | AdditionalPaid-inCapital |     |   | AccumulatedOtherComprehensiveIncome
(Loss) |   |        | RetainedEarnings |  |   | Total  |  
|                                                               |  | Shares       |   |  | Amount                   |     |   |                                            |   |       
|Balance, December 31, 2006                                     |  | 11,253       |   |  | $                        | 112 |   |                                            | $ | 40,647 |                  |  | $ | (244   | ) |  | $ | 63,185 |   |  | $ | 103,700 |  
|Common stock issued on exercise of options                     |  | 33           |   |  |                          | -   |   |                                            |   | 85     |                  |  |   | -      |   |  |   | -      |   |  |   | 85      |  
|Tax benefit of stock option exercises                          |  | -            |   |  |                          | -   |   |                                            |   | 289    |                  |  |   | -      |   |  |   | -      |   |  |   | 289     |  
|Company repurchase of common stock                             |  | (159         | ) |  |                          | (1  | ) |                                            |   | (2,603 | )                |  |   | -      |   |  |   | -      |   |  |   | (2,604  | )
|Cash dividend on common stock                                  |  | -            |   |  |                          | -   |   |                                            |   | -      |                  |  |   | -      |   |  |   | (3,256 | ) |  |   | (3,256  | )
|Unrealized holding losses on marketable securities, net of tax |  | -            |   |  |                          | -   |   |                                            |   | -      |                  |  |   | (1,272 | ) |  |   | -      |   |  |   | (1,272  | )
|Net income                                                     |  | -            |   |  |                          | -   |   |                                            |   | -      |                  |  |   | -      |   |  |   | 16,806 |   |  |   | 16,806  |  
|                                                               |  |              |   |  |                          |     |   |                                            |   |        |                  |  |   |        |   |  |   |        |   |  |   |         |  
|Balance, December 31, 2007                                     |  | 11,127       |   |  |                          | 111 |   |                                            |   | 38,418 |                  |  |   | (1,516 | ) |  |   | 76,735 |   |  |   | 113,748 |  
|Common stock issued on exercise of options                     |  | 170          |   |  |                          | 2   |   |                                            |   | 939    |                  |  |   | -      |   |  |   | -      |   |  |   | 941     |  
|Tax benefit of stock option exercises                          |  | -            |   |  |                          | -   |   |                                            |   | 69     |                  |  |   | -      |   |  |   | -      |   |  |   | 69      |  
|Company repurchase of common stock                             |  | (714         | ) |  |                          | (7  | ) |                                            |   | (8,467 | )                |  |   | -      |   |  |   | -      |   |  |   | (8,474  | )
|Cash dividend on common stock                                  |  | -            |   |  |                          | -   |   |                                            |   | -      |                  |  |   | -      |   |  |   | (3,466 | ) |  |   | (3,466  | )
|Recognized loss on impairment of investments                   |  | -            |   |  |                          | -   |   |                                            |   | -      |                  |  |   | 1,475  |   |  |   | -      |   |  |   | 1,475   |  
|Unrealized holding gains on marketable securities, net of tax  |  | -            |   |  |                          | -   |   |                                            |   | -      |                  |  |   | 66     |   |  |   | -      |   |  |   | 66      |  
|Net income                                                     |  | -            |   |  |                          | -   |   |                                            |   | -      |                  |  |   | -      |   |  |   | 6,263  |   |  |   | 6,263   |  
|                                                               |  |              |   |  |                          |     |   |                                            |   |        |                  |  |   |        |   |  |   |        |   |  |   |         |  
|Balance, December 31, 2008                                     |  | 10,583       |   |  |                          | 106 |   |                                            |   | 30,959 |                  |  |   | 25     |   |  |   | 79,532 |   |  |   | 110,622 |  
|Common stock issued on exercise of options                     |  | 265          |   |  |                          | -   |   |                                            |   | 23     |                  |  |   | -      |   |  |   | -      |   |  |   | 23      |  
|Tender of common stock related to exercise of options          |  | (69          | ) |  |                          | -   |   |                                            |   | (162   | )                |  |   | -      |   |  |   | -      |   |  |   | (162    | )
|Stock option compensation expense, net of tax                  |  | -            |   |  |                          | -   |   |                                            |   | 100    |                  |  |   | -      |   |  |   | -      |   |  |   | 100     |  
|Tax benefit of stock option exercises                          |  | -            |   |  |                          | -   |   |                                            |   | 449    |                  |  |   | -      |   |  |   | -      |   |  |   | 449     |  
|Company repurchase of common stock                             |  | (313         | ) |  |                          | (1  | ) |                                            |   | (3,011 | )                |  |   | -      |   |  |   | -      |   |  |   | (3,012  | )
|Cash dividend on common stock                                  |  | -            |   |  |                          | -   |   |                                            |   | -      |                  |  |   | -      |   |  |   | (3,356 | ) |  |   | (3,356  | )
|Unrealized holding gains on marketable securities, net of tax  |  | -            |   |  |                          | -   |   |                                            |   | -      |                  |  |   | 231    |   |  |   | -      |   |  |   | 231     |  
|Net loss                                                       |  | -            |   |  |                          | -   |   |                                            |   | -      |                  |  |   | -      |   |  |   | (4,768 | ) |  |   | (4,768  | )
|                                                               |  |              |   |  |                          |     |   |                                            |   |        |                  |  |   |        |   |  |   |        |   |  |   |         |  
|Balance, December 31, 2009                                     |  | 10,466       |   |  | $                        | 105 |   |                                            | $ | 28,358 |                  |  | $ | 256    |   |  | $ | 71,408 |   |  | $ | 100,127 |  
|                                                               |  |              |   |  |                          |     |   |                                            |   |        |                  |  |   |        |   |  |   |        |   |  |   |         |  

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



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##### Table of Contents

Barrett Business Services, Inc.

Consolidated Statements of Cash Flows

Years Ended December 31,
2009, 2008 and 2007

(In Thousands)



|                                                                                             |  |      |         |   |      |   |         |      |  |   |          |  
|-------------------------------------------------------------------------------------------- |  | ---- | ------- | - | ---- | - | ------- | ---- |  | - | -------- | -
|                                                                                             |  | 2009 |         |   | 2008 |   |         | 2007 | 
|Cash flows from operating activities:                                                        |  |      |         |   |      |   |         |      |  |   |          |  
|Net (loss) income                                                                            |  | $    | (4,768  | ) |      | $ | 6,263   |      |  | $ | 16,806   |  
|Reconciliations of net (loss) income to net cash provided by (used in) operating activities: |  |      |         |   |      |   |         |      |  |   |          |  
|Depreciation and amortization                                                                |  |      | 1,641   |   |      |   | 1,536   |      |  |   | 1,387    |  
|(Gains) losses recognized on marketable securities                                           |  |      | (639    | ) |      |   | 3,554   |      |  |   | 88       |  
|Purchase of trading marketable securities                                                    |  |      | -       |   |      |   | (100    | )    |  |   | (85      | )
|Proceeds from sales of trading marketable securities                                         |  |      | -       |   |      |   | -       |      |  |   | 42       |  
|Gain recognized on sale and leaseback                                                        |  |      | (122    | ) |      |   | (122    | )    |  |   | (122     | )
|Deferred income taxes                                                                        |  |      | 83      |   |      |   | 877     |      |  |   | 4,127    |  
|Share based compensation                                                                     |  |      | 100     |   |      |   | -       |      |  |   | -        |  
|Changes in certain assets and liabilities, net of amounts purchased in acquisitions:         |  |      |         |   |      |   |         |      |  |   |          |  
|Trade accounts receivable, net                                                               |  |      | 1,319   |   |      |   | 2,284   |      |  |   | (5,345   | )
|Income taxes receivable                                                                      |  |      | (4,274  | ) |      |   | -       |      |  |   | -        |  
|Prepaid expenses and other                                                                   |  |      | 461     |   |      |   | 896     |      |  |   | (396     | )
|Accounts payable                                                                             |  |      | 236     |   |      |   | (635    | )    |  |   | (29      | )
|Accrued payroll, payroll taxes and related benefits                                          |  |      | (2,214  | ) |      |   | (1,257  | )    |  |   | 181      |  
|Other accrued liabilities                                                                    |  |      | (403    | ) |      |   | (162    | )    |  |   | 548      |  
|Workers compensation claims liabilities                                                     |  |      | 12,911  |   |      |   | 2,402   |      |  |   | 1,149    |  
|Safety incentives liability                                                                  |  |      | (189    | ) |      |   | (1,285  | )    |  |   | (1,608   | )
|Customer deposits and other assets, net                                                      |  |      | (1,117  | ) |      |   | (85     | )    |  |   | 548      |  
|                                                                                             |  |      |         |   |      |   |         |      |  |   |          |  
|Net cash provided by operating activities                                                    |  |      | 3,025   |   |      |   | 14,166  |      |  |   | 17,291   |  
|                                                                                             |  |      |         |   |      |   |         |      |  |   |          |  
|Cash flows from investing activities:                                                        |  |      |         |   |      |   |         |      |  |   |          |  
|Cash paid for acquisitions, including other direct costs                                     |  |      | -       |   |      |   | (5,860  | )    |  |   | (14,177  | )
|Purchase of property and equipment, net of amounts purchased in acquisitions                 |  |      | (881    | ) |      |   | (830    | )    |  |   | (3,860   | )
|Proceeds from sales and maturities of marketable securities                                  |  |      | 27,518  |   |      |   | 91,198  |      |  |   | 123,142  |  
|Purchase of marketable securities                                                            |  |      | (29,344 | ) |      |   | (55,356 | )    |  |   | (130,070 | )
|Proceeds from maturities of restricted marketable securities                                 |  |      | 3,979   |   |      |   | 3,390   |      |  |   | 3,826    |  
|Purchase of restricted marketable securities                                                 |  |      | (3,944  | ) |      |   | (3,341  | )    |  |   | (3,960   | )
|                                                                                             |  |      |         |   |      |   |         |      |  |   |          |  
|Net cash (used in) provided by investing activities                                          |  |      | (2,672  | ) |      |   | 29,201  |      |  |   | (25,099  | )
|                                                                                             |  |      |         |   |      |   |         |      |  |   |          |  
|Cash flows from financing activities:                                                        |  |      |         |   |      |   |         |      |  |   |          |  
|Proceeds from credit-line borrowings                                                         |  |      | 323     |   |      |   | 5,667   |      |  |   | 6,682    |  
|Payments on credit-line borrowings                                                           |  |      | (323    | ) |      |   | (5,667  | )    |  |   | (6,682   | )
|Proceeds from the exercise of stock options                                                  |  |      | 23      |   |      |   | 941     |      |  |   | 85       |  
|Dividends paid                                                                               |  |      | (3,356  | ) |      |   | (3,466  | )    |  |   | (3,256   | )
|Repurchase of common stock                                                                   |  |      | (3,012  | ) |      |   | (8,474  | )    |  |   | (2,604   | )
|Tax benefit of stock option exercises                                                        |  |      | 449     |   |      |   | 69      |      |  |   | 289      |  
|                                                                                             |  |      |         |   |      |   |         |      |  |   |          |  
|Net cash used in financing activities                                                        |  |      | (5,896  | ) |      |   | (10,930 | )    |  |   | (5,486   | )
|                                                                                             |  |      |         |   |      |   |         |      |  |   |          |  
|Net increase (decrease) in cash and cash equivalents                                         |  |      | (5,543  | ) |      |   | 32,437  |      |  |   | (13,294  | )
|Cash and cash equivalents, beginning of year                                                 |  |      | 42,214  |   |      |   | 9,777   |      |  |   | 23,071   |  
|                                                                                             |  |      |         |   |      |   |         |      |  |   |          |  
|Cash and cash equivalents, end of year                                                       |  | $    | 36,671  |   |      | $ | 42,214  |      |  | $ | 9,777    |  
|                                                                                             |  |      |         |   |      |   |         |      |  |   |          |  
|Supplemental schedule of noncash investing activities:                                       |  |      |         |   |      |   |         |      |  |   |          |  
|Acquisitions of other businesses:                                                            |  |      |         |   |      |   |         |      |  |   |          |  
|Cost of acquisitions in excess of fair market value of net assets acquired                   |  | $    | -       |   |      | $ | 5,830   |      |  | $ | 13,972   |  
|Intangible assets acquired                                                                   |  |      | -       |   |      |   | 15      |      |  |   | 80       |  
|Tangible assets acquired                                                                     |  |      | -       |   |      |   | 15      |      |  |   | 125      |  
|Less stock issued in connection with acquisitions                                            |  |      | -       |   |      |   | -       |      |  |   | -        |  
|                                                                                             |  |      |         |   |      |   |         |      |  |   |          |  
|Net cash paid for acquisitions                                                               |  | $    | -       |   |      | $ | 5,860   |      |  | $ | 14,177   |  
|                                                                                             |  |      |         |   |      |   |         |      |  |   |          |  

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



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##### Table of Contents

Barrett Business Services, Inc.

Notes to Consolidated Financial Statements



|1. | Summary of Operations and Significant Accounting Policies
|-- | ---------------------------------------------------------

Nature of operations

Barrett Business Services, Inc. (BBSI, the
Company, our or we), a Maryland corporation, is engaged in providing both staffing and professional employer (PEO) services to a diversified group of customers through a network of branch offices
throughout California, Oregon, Washington, Idaho, Arizona, Utah, Colorado, Maryland, Delaware and North Carolina. Approximately 67%, 65% and 72%, respectively, of our revenue during 2009, 2008 and 2007 were attributable to our California and Oregon
operations.

Effective January 1, 2007, the Company formed a wholly owned captive insurance company, Associated Insurance Company
for Excess (AICE). AICE is a fully licensed captive insurance company holding a certificate of authority from the Arizona Department of Insurance. The purpose of AICE is twofold: (1) to provide access to more competitive and cost
effective insurance markets and (2) to provide additional flexibility in cost effective risk management. The captive handles only workers compensation claims occurring on or after January 1, 2007. During 2007, AICE began to provide
general liability insurance coverage for BBSI on an as requested basis by third parties such as landlords and other vendors.

Principles of consolidation

The accompanying financial statements are prepared on a consolidated basis. All significant
intercompany account balances and transactions between BBSI, AICE and BBS I, LLC, the aircraft subsidiary which owns an aircraft for managements operational travel needs, have been eliminated in consolidation.

Revenue recognition

We
recognize revenue as services are rendered by our workforce. Staffing services are engaged by customers to meet short-term and long-term personnel needs. PEO services are normally used by organizations to satisfy ongoing human resource management
needs and typically involve contracts with a minimum term of one year, which cover all employees at a particular work site. Our PEO contracts are renewable on an annual basis and typically require 30 days written notice to cancel or terminate
the contract by either party. Our PEO contracts provide for immediate termination upon any default of the client regardless of when notice is given. We report PEO revenues in accordance with the current accounting guidance for revenue recognition,
which requires us to report such revenues on a net basis because we are not the primary obligor for the services provided by our PEO clients to their customers pursuant to our PEO contracts. Consequently, our PEO service fee revenues represent the
gross margin generated from our PEO services after deducting the amounts invoiced to PEO customers for direct payroll expenses such as salaries, wages, health insurance and employee out-of-pocket expenses incurred incidental to employment and safety
incentives. These amounts are also excluded from cost of revenues. PEO service fees also include amounts invoiced to our clients for employer payroll-related taxes and workers compensation coverage.



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##### Table of Contents

Barrett Business Services, Inc.

Notes to Consolidated Financial Statements (Continued)



|1. | Summary of Operations and Significant Accounting Policies (Continued)
|-- | ---------------------------------------------------------------------



Cost of revenues

Our cost of revenues for staffing services is comprised of direct payroll costs, employer payroll related taxes and employee benefits and workers
compensation. Our cost of revenues for PEO services includes employer payroll related taxes and workers compensation. Direct payroll costs represent the gross payroll earned by staffing services employees based on salary or hourly wages.
Payroll taxes and employee benefits consist of the employers portion of Social Security and Medicare taxes, federal and state unemployment taxes and staffing services employee reimbursements for materials, supplies and other expenses, which
are paid by our customer. Workers compensation costs consist primarily of the costs associated with our self-insured workers compensation program, such as claims reserves, claims administration fees, legal fees, state and federal
administrative agency fees and excess insurance premiums for catastrophic injuries.

We also maintain separate workers
compensation insurance policies for employees working in states where the Company is not self-insured. Safety incentives represent cash incentives paid to certain PEO client companies for maintaining safe-work practices in order to minimize
workplace injuries. The incentive is based on a percentage of annual payroll and is paid annually to customers who meet predetermined workers compensation claims cost objectives.

Cash and cash equivalents

We
consider non-restricted short-term investments, which are highly liquid, readily convertible into cash, and have original maturities of less than three months, to be cash equivalents for purposes of the statements of cash flows.

Marketable securities

As of
December 31, 2009, the Companys marketable securities consisted of tax-exempt municipal securities, variable rate demand notes (VRDN), closed-end bond funds, equity securities, U.S. treasuries and corporate bonds. We determine
the appropriate classification pursuant to the current accounting guidance for certain investments in debt and equity securities, and classify our marketable securities as trading, available-for-sale or held-to-maturity. The Company classifies
municipal securities, VRDN, the closed-end bond funds, U.S. treasuries and certain of its corporate bonds, as available for sale; they are reported at fair value with unrealized gains and losses, net of taxes, shown as a component of other
comprehensive income (loss) in stockholders equity. Management considers available evidence in evaluating potential impairment of investments, including the duration and extent to which fair value is less than cost and the Companys
ability and intent to hold the investments. In the event a loss is determined to be other-than-temporary, the loss will be recognized in the statement of operations. The equity securities are classified as trading and are reported at fair value with
unrealized gains and losses, net of taxes, shown as a component of net income. Certain of the Companys corporate bonds are classified as held-to-maturity and are reported at amortized cost.



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##### Table of Contents

Barrett Business Services, Inc.

Notes to Consolidated Financial Statements (Continued)



|1. | Summary of Operations and Significant Accounting Policies (Continued)
|-- | ---------------------------------------------------------------------



Restricted marketable securities

At December 31, 2009 and 2008, restricted marketable securities consisted primarily of governmental debt instruments with maturities generally
from 180 days to two years (see Note 3 and Note 6). At December 31, 2009 and 2008, the approximate fair value of restricted marketable securities equaled their approximate amortized cost. Restricted marketable securities have been
categorized as held-to-maturity and, as a result, are stated at amortized cost. Realized gains and losses on sales of restricted marketable securities are included in other income (expense) on our consolidated statements of operations.

Allowance for doubtful accounts

We had an allowance for doubtful accounts of $516,000 and $409,000 at December 31, 2009 and 2008, respectively. We must make estimates of the collectibility of accounts receivable. Our management analyzes historical bad debts, customer
concentrations, customer credit-worthiness, current economic conditions and changes in customers payment trends when evaluating the adequacy of the allowance for doubtful accounts. If the financial condition of our customers deteriorates,
resulting in an impairment of their ability to make payments, additional allowances may be required.

Income taxes

Our income taxes are accounted for using an asset and liability approach. This requires the recognition of deferred tax assets and liabilities for the
expected future tax consequences of temporary differences between the financial statement and tax basis of assets and liabilities at the applicable tax rates. A valuation allowance is recorded against deferred tax assets if, based on the weight of
the available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized.

The determination
of our provision for income taxes requires significant judgment, the use of estimates, and the interpretation and application of complex tax laws. Significant judgment is required in assessing the timing and amounts of deductible and taxable items
and the probability of sustaining uncertain tax positions. The impact of uncertain tax positions would be recorded in our financial statements only after determining a more-likely-than-not probability that the uncertain tax positions would withstand
challenge, if any, from taxing authorities. As facts and circumstances change, we reassess these probabilities and would record any changes in the financial statements as appropriate. We account for uncertainty in income taxes in accordance with the
current accounting guidance, which sets out the framework by which such judgments are to be made.

Interest and penalties related to
income taxes are accounted for as income tax expense.



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##### Table of Contents

Barrett Business Services, Inc.

Notes to Consolidated Financial Statements (Continued)



|1. | Summary of Operations and Significant Accounting Policies (Continued)
|-- | ---------------------------------------------------------------------



Intangibles

We account for acquisitions in accordance with the current accounting guidance for business combinations and goodwill and other intangible assets. We perform a goodwill impairment test annually as of
December 31 and whenever events or circumstances occur indicating that goodwill might be impaired. Our intangible assets are comprised of covenants not to compete and customer related intangibles. Covenants not to compete arising from
acquisitions have contractual lives principally ranging from three to five years amortized on a straight-line basis. Customer related intangibles, if material, are amortized over an estimated useful life of three years on a straight-line basis. We
performed a goodwill impairment test at December 31, 2009 and 2008 and determined there was no impairment to our recorded goodwill.

Property and equipment

Property and equipment are stated at cost. Expenditures for maintenance and repairs are charged
to operating expense as incurred and expenditures for additions and improvements are capitalized. The cost of assets sold or otherwise disposed of and the related accumulated depreciation are eliminated from the accounts, and any resulting gain or
loss is reflected in the consolidated statements of operations.

Depreciation of property and equipment is calculated using either
straight-line or accelerated methods over estimated useful lives of the related assets or lease terms, as follows:



|                               |  |              
|------------------------------ |  | -------------
|                               |  | Years        
|Building                       |  | 39           
|Office furniture and fixtures  |  | 7            
|Computer hardware and software |  | 3-10         
|Aircraft                       |  | 20           
|Leasehold improvements         |  | Life of lease

Workers
compensation claims liabilities

The Company is a self-insured employer for workers compensation coverage for its employees
working in California, Oregon, Maryland, Delaware and Colorado. In the state of Washington, state law allows only our staffing services and management employees to be covered under the Companys self-insured program.

The estimated liability for unsettled workers compensation claims represents our best estimate, which includes an evaluation of information
provided by our internal claims adjusters and our third-party administrators for workers compensation claims, coupled with an actuarial estimate of future cost development of reported claims and incurred but not reported claims (together IBNR)
provided by the Companys independent actuary. Included in the claims liabilities are case reserve estimates for reported losses, plus additional amounts for estimated future development of reported claims and incurred but



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##### Table of Contents

Barrett Business Services, Inc.

Notes to Consolidated Financial Statements (Continued)



|1. | Summary of Operations and Significant Accounting Policies (Continued)
|-- | ---------------------------------------------------------------------

Workers compensation claims liabilities (Continued)



not reported claims. These estimates are continually reviewed and adjustments to liabilities are reflected in current operating results as they become known.

Safety incentives liability

Safety incentives represent cash incentives paid to certain PEO client companies for maintaining safe-work practices in order to minimize workplace injuries. The incentive is based on a percentage of annual payroll and is paid annually to
customers who meet predetermined workers compensation claims cost objectives. Safety incentive payments are made only after closure of all workers compensation claims incurred during the customers contract period. The liability is
estimated and accrued each month based upon contract year-to-date payroll and the then-current amount of the customers estimated workers compensation claims reserves as established by us and our third party administrator.

Customer deposits

We require
deposits from certain PEO customers to cover a portion of our accounts receivable due from such customers in the event of default of payment.

Comprehensive income (loss)

Comprehensive income (loss) includes all changes in equity during a period except those that
resulted from investments by or distributions to the Companys stockholders. Comprehensive (loss) income totaled $(4.5) million, $7.8 million and $15.5 million for the years ended December 31, 2009, 2008 and 2007, respectively. Other
comprehensive income (loss) refers to revenues, expenses, gains and losses that under generally accepted accounting principles are included in comprehensive income (loss), but excluded from net income (loss) as these amounts are recorded directly as
an adjustment to stockholders equity.

Our other comprehensive income (loss) is comprised of unrealized holding gains and losses
on our publicly traded marketable securities.

Statements of cash flows

Interest paid during 2009, 2008 and 2007 did not materially differ from interest expense. Income taxes paid by the Company in 2009, 2008 and 2007
totaled $551,000, $2.8 million and $6.0 million, respectively.



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##### Table of Contents

Barrett Business Services, Inc.

Notes to Consolidated Financial Statements (Continued)



|1. | Summary of Operations and Significant Accounting Policies (Continued)
|-- | ---------------------------------------------------------------------



Basic and diluted earnings per share

Basic earnings per share are computed based on the weighted average number of common shares outstanding for each year. Diluted earnings per share
reflect the potential effects of the exercise of outstanding stock options. Basic and diluted shares outstanding are summarized as follows:



|                                                                                                                  |  |                         |  |            |   |  |            |  
|----------------------------------------------------------------------------------------------------------------- |  | ----------------------- |  | ---------- | - |  | ---------- | -
|                                                                                                                  |  | Year Ended December 31, | 
|                                                                                                                  |  | 2009                    |  | 2008       |   |  | 2007       |  
|Weighted average number of basic shares outstanding                                                               |  | 10,451,901              |  | 10,860,582 |   |  | 11,246,721 |  
|Stock option plan shares to be issued at prices ranging from $0.97 to $17.50 per share                            |  | -                       |  | 595,261    |   |  | 722,447    |  
|Less: Assumed purchase at average market price during the period using proceeds received upon exercise of options |  | -                       |  | (336,129   | ) |  | (315,060   | )
|                                                                                                                  |  |                         |  |            |   |  |            |  
|Weighted average number of diluted shares outstanding                                                             |  | 10,451,901              |  | 11,119,714 |   |  | 11,654,108 |  
|                                                                                                                  |  |                         |  |            |   |  |            |  

As a result of the net loss reported for the year ended December 31, 2009, 120,690 potential common shares have
been excluded from the calculation of diluted loss per share because their effect would be anti-dilutive.

Accounting estimates

The preparation of our financial statements in conformity with accounting principles generally accepted in the United States of America
requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and
expenses during the reporting periods. Management bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments
about the carrying values of assets and liabilities that are not readily apparent from other sources. Estimates are used for carrying values of marketable securities, allowance for doubtful accounts, deferred income taxes, carrying values for
goodwill and property and equipment, accrued workers compensation liabilities and safety incentive liabilities. Actual results may or may not differ from such estimates.

Recent Accounting Pronouncements

Fair Value MeasurementsIn September 2006, the Financial Accounting Standards Board (FASB) issued new accounting guidance on fair value measurements. The new guidance defines fair value, establishes a framework for
measuring fair value in GAAP, and expands disclosures about fair value measurements. The new guidance is effective for financial



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##### Table of Contents

Barrett Business Services, Inc.

Notes to Consolidated Financial Statements (Continued)



|1. | Summary of Operations and Significant Accounting Policies (Continued)
|-- | ---------------------------------------------------------------------

Recent Accounting Pronouncements (Continued)



statements issued for fiscal years beginning after November 15, 2007, and interim periods within those fiscal years for financial assets and liabilities. The effective date of the provisions
of the new guidance for non-financial assets and liabilities, except for items recognized at fair value on a recurring basis, was deferred by the FASB and are effective for fiscal years beginning after November 15, 2008. The adoption of the new
guidance for both financial and non-financial assets and liabilities has not had a material effect on our consolidated financial statements.

Business Combinations and Identification of Reporting UnitsOn January 1, 2009, the Company adopted authoritative guidance on accounting for business combinations. The guidance establishes principles and requirements for
determining how an enterprise recognizes and measures the fair value of assets and liabilities acquired in a business combination, including noncontrolling interests, contingent consideration, and certain acquired contingent liabilities. The
guidance also requires acquisition-related transaction and restructuring costs to be expensed as incurred rather than capitalized as a component of the business combination. Any changes in the Companys valuation allowances for acquired
deferred tax assets attributable to prior business combinations will generally be reflected in income tax expense in the period in which the change occurs.

Additionally, the newly adopted authoritative guidance changes the definition of a business which can have impacts on the identification of reporting units used to measure goodwill for impairment. The
Company has assessed this impact and has determined there are no material impacts to the indentified reporting units to which goodwill is assigned and the related impairment testing of such goodwill. Goodwill is more fully described in Note 1.

Variable Interest EntitiesIn June 2009, the FASB amended previously issued authoritative guidance on the consolidation of
variable interest entities. The amended guidance is effective for reporting periods beginning after November 15, 2009. The new guidance requires revised evaluations of whether entities represent variable interest entities, ongoing assessments
of the primary beneficiary who exercises control over such entities and is required to consolidate the variable interest entity and additional disclosure when the reporting entity holds a variable interest in a variable interest entity but is not
the primary beneficiary. Determinations of whether the Company holds a variable interest in a variable interest entity and the determination of who was the primary beneficiary that were made previously are not allowed to be carried forward. The
Company is currently evaluating the future impacts and required disclosures of this new authoritative guidance.

FASB
CodificationOn July 1, 2009, the FASB Accounting Standards Codification (ASC) became the single authoritative source for nongovernmental U.S. generally



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##### Table of Contents

Barrett Business Services, Inc.

Notes to Consolidated Financial Statements (Continued)



|1. | Summary of Operations and Significant Accounting Policies (Continued)
|-- | ---------------------------------------------------------------------

Recent Accounting Pronouncements (Continued)



accepted accounting principles (GAAP). The ASC supersedes all previous authoritative GAAP applicable to the Company and is effective for interim and annual periods ended after September 15,
2009.



|2. | Acquisitions
|-- | ------------

Effective February 4,
2008, the Company acquired certain assets of First Employment Services, Inc., a privately held staffing company with offices in Tempe and Phoenix, Arizona. The Company paid $3.8 million in cash upon closing and agreed to pay additional consideration
of $1.2 million in cash contingent upon the first 12 months of financial performance. Management completed the evaluation of the financial performance criteria for the 12-month period during the first quarter of 2009 and determined no additional
consideration was due. The transaction resulted in the recognition of $3.8 million of goodwill, $15,000 of other assets and $15,000 of fixed assets. The Companys consolidated income statements for the year ended December 31, 2008 include
First Employments results of operations since February 4, 2008.

Effective December 3, 2007, the Company acquired
certain assets of Phillips Temps, Inc., a privately held staffing company with an office in downtown Denver, Colorado. The Company paid $1.6 million in cash for the assets of Phillips Temps and the selling shareholders noncompete agreements.
There was no contingent consideration. The transaction resulted in the recognition of $1.6 million of goodwill, $20,000 of other assets and $8,000 of fixed assets.

Effective July 2, 2007, the Company acquired certain assets of Strategic Staffing, Inc., a privately held staffing services company with five offices in Utah and one office in Colorado Springs, Colorado. The
Company paid $12.0 million in cash for the assets of Strategic Staffing and the selling shareholders noncompete agreements and agreed to pay additional consideration contingent upon the first 12 months of financial performance. Effective
September 2008, subsequent to the financial performance measurement period, we paid an additional $2.0 million in full satisfaction of the contingent consideration. The transaction resulted in the recognition of $13.9 million of goodwill, $60,000 of
intangible assets and $117,000 of fixed assets.

Pro Forma Results of Operations (Unaudited)

The operating results of the First Employment Services acquisition is included in our results of operations since the date of acquisition. The
following unaudited summary presents the combined results of operations as if the First Employment Services acquisition had occurred at the beginning of 2008, after giving effect to certain adjustments for the amortization of intangible assets,
taxation and cost of capital.



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##### Table of Contents

Barrett Business Services, Inc.

Notes to Consolidated Financial Statements (Continued)



|2. | Acquisitions (Continued)
|-- | ------------------------

Pro Forma
Results of Operations (Unaudited) (Continued)



|                                         |      |                        |         |      |  |   |        
|---------------------------------------- | ---- | ---------------------- | ------- | ---- |  | - | -------
|(in thousands, except per share amounts) |      | Year endedDecember 31,
|                                         | 2009 |                        |         | 2008
|Revenue                                  |      | $                      | 236,460 |      |  | $ | 281,120
|                                         |      |                        |         |      |  |   |        
|Net (loss) income                        |      | $                      | (4,768  | )    |  | $ | 6,305  
|                                         |      |                        |         |      |  |   |        
|Basic (loss) earnings per share          |      | $                      | (.46    | )    |  | $ | .58    
|                                         |      |                        |         |      |  |   |        
|Diluted (loss) earnings per share        |      | $                      | (.46    | )    |  | $ | .57    
|                                         |      |                        |         |      |  |   |        

The unaudited pro forma results above have been prepared for
comparative purposes only and do not purport to be indicative of what would have occurred had the acquisition been made as of January 1, 2008, or of results which may occur in the future.



|3. | Fair Value of Financial Instruments and Concentration of Credit Risk
|-- | --------------------------------------------------------------------

All of our financial instruments are recognized in our balance sheet. Carrying values approximate fair market value of most financial assets and liabilities. The fair market value of restricted marketable
securities consisting primarily of U.S. Treasury bills and municipal bonds was recorded at amortized cost which approximates market value for similar instruments. The interest rates on our restricted marketable security investments approximate
current market rates for these types of investments; therefore, the recorded value of the restricted marketable securities approximates fair market value.

Financial instruments that potentially subject us to concentration of credit risk consist primarily of temporary cash investments, marketable securities, restricted marketable securities and trade accounts
receivable. We restrict investment of temporary cash investments and marketable securities to financial institutions with high credit ratings, corporate bonds and to investments in governmental debt instruments. Credit risk on trade receivables is
minimized as a result of the large and diverse nature of our customer base. At December 31, 2009, we had significant concentrations of credit risk as follows:



| | - | Cash and cash equivalentsapproximately $32.9 million of the Companys cash and cash equivalents at December 31, 2009 were invested in tax-exempt money market
funds.
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | - | Marketable securitiesAll investments are held in publicly-traded securities, which includes $11.6 million, at fair value, in municipal bonds.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------



| | - | Trade receivablesTrade receivables from two customers aggregated $2.0 million at December 31, 2009 (6% of trade receivables outstanding at December 31, 2009).
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------



| | - | Restricted marketable securities$1.2 million of restricted marketable securities at December 31, 2009 consisted of U.S. Treasury bills and U.S. Treasury notes.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------



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##### Table of Contents

Barrett Business Services, Inc.

Notes to Consolidated Financial Statements (Continued)



|4. | Fair Value Measurement
|-- | ----------------------

The Company has
determined that its marketable securities should be presented at their fair value. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the
measurement date. The Company has determined that its closed-end bond funds and equity securities components of its marketable securities fall into the Level 1 category, which values assets at the quoted prices in active markets for the same
identical assets. The Company has also determined its municipal bonds and variable rate demand notes components fall into the Level 2 category, which values assets using inputs other than quoted prices that are observable for the asset either
directly or indirectly. At December 31, 2009, the Company held no assets or liabilities where Level 3 valuation techniques were used and there were no assets and liabilities measured at fair value on a non-recurring basis.

Marketable securities consist of the following (in thousands):



|                           |  |                   |        |                              |   |     |               |  |      |        |                              |   |        |               |   |     |   |  |   |       
|-------------------------- |  | ----------------- | ------ | ---------------------------- | - | --- | ------------- |  | ---- | ------ | ---------------------------- | - | ------ | ------------- | - | --- | - |  | - | ------
|                           |  | December 31, 2009 |        | December 31, 2008           
|                           |  | Cost              |        | GrossUnrealizedGains(Losses) |   |     | RecordedBasis |  | Cost |        | GrossUnrealizedGains(Losses) |   |        | RecordedBasis
|Current:                   |  |                   |        |                              |   |     |               |  |      |        |                              |   |        |               |   |     |   |  |   |       
|Trading:                   |  |                   |        |                              |   |     |               |  |      |        |                              |   |        |               |   |     |   |  |   |       
|Equity securities          |  | $                 | 349    |                              | $ | (24 | )             |  | $    | 325    |                              | $ | 349    |               | $ | (92 | ) |  | $ | 257   
|Available-for-sale:        |  |                   |        |                              |   |     |               |  |      |        |                              |   |        |               |   |     |   |  |   |       
|Municipal bonds            |  |                   | 11,637 |                              |   | -   |               |  |      | 11,637 |                              |   | 16,704 |               |   | 55  |   |  |   | 16,759
|Variable rate demand notes |  |                   | 400    |                              |   | -   |               |  |      | 400    |                              |   | 401    |               |   | -   |   |  |   | 401   
|Closed-end bond funds      |  |                   | 491    |                              |   | 402 |               |  |      | 893    |                              |   | 491    |               |   | 60  |   |  |   | 551   
|U.S. treasuries            |  |                   | 511    |                              |   | -   |               |  |      | 511    |                              |   | -      |               |   | -   |   |  |   | -     
|                           |  |                   |        |                              |   |     |               |  |      |        |                              |   |        |               |   |     |   |  |   |       
|                           |  | $                 | 13,388 |                              | $ | 378 |               |  | $    | 13,766 |                              | $ | 17,945 |               | $ | 23  |   |  | $ | 17,968
|                           |  |                   |        |                              |   |     |               |  |      |        |                              |   |        |               |   |     |   |  |   |       
|Long term:                 |  |                   |        |                              |   |     |               |  |      |        |                              |   |        |               |   |     |   |  |   |       
|Available-for-sale:        |  |                   |        |                              |   |     |               |  |      |        |                              |   |        |               |   |     |   |  |   |       
|Corporate bonds            |  | $                 | 6,947  |                              | $ | 89  |               |  | $    | 7,036  |                              | $ | -      |               | $ | -   |   |  | $ | -     
|Held-to-maturity:          |  |                   |        |                              |   |     |               |  |      |        |                              |   |        |               |   |     |   |  |   |       
|Corporate bonds            |  |                   | 437    |                              |   | -   |               |  |      | 437    |                              |   | 427    |               |   | -   |   |  |   | 427   
|                           |  |                   |        |                              |   |     |               |  |      |        |                              |   |        |               |   |     |   |  |   |       
|                           |  | $                 | 7,384  |                              | $ | 89  |               |  | $    | 7,473  |                              | $ | 427    |               | $ | -   |   |  | $ | 427   
|                           |  |                   |        |                              |   |     |               |  |      |        |                              |   |        |               |   |     |   |  |   |       

During the year ended December 31, 2008, the Company
recorded a non-cash, mark-to-market impairment charge of approximately $3.5 million relating to its investment in four closed-end bond funds. The conclusion to record the impairment charge was based on the continued decline in the market value of
the bond funds, as well as reductions in dividends paid by the funds and the decline in the value of the underlying assets held in the funds reported in recent months by the funds investment manager. The Company recorded no income tax benefit
on this impairment charge given the uncertainty of the Companys ability to generate future taxable investment gains required



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##### Table of Contents

Barrett Business Services, Inc.

Notes to Consolidated Financial Statements (Continued)



|4. | Fair Value Measurement (Continued)
|-- | ----------------------------------



to utilize these investment losses. Prior to the Company recording the impairment charge the decline in market value was carried net of tax in other comprehensive loss.



|5. | Property and Equipment
|-- | ----------------------

Property and
equipment consist of the following (in thousands):



|                                               |  |              |        |      |   |       
|---------------------------------------------- |  | ------------ | ------ | ---- | - | ------
|                                               |  | December 31,
|                                               |  | 2009         |        | 2008
|Building                                       |  | $            | 9,447  |      | $ | 9,184 
|Office furniture and fixtures                  |  |              | 4,435  |      |   | 5,036 
|Computer hardware and software                 |  |              | 5,097  |      |   | 4,648 
|Aircraft                                       |  |              | 3,938  |      |   | 3,885 
|                                               |  |              |        |      |   |       
|                                               |  |              | 22,917 |      |   | 22,753
|Less accumulated depreciation and amortization |  |              | 9,227  |      |   | 8,355 
|                                               |  |              |        |      |   |       
|                                               |  |              | 13,690 |      |   | 14,398
|Land                                           |  |              | 1,105  |      |   | 1,105 
|                                               |  |              |        |      |   |       
|                                               |  | $            | 14,795 |      | $ | 15,503
|                                               |  |              |        |      |   |       



|6. | Workers Compensation Claims
|-- | ----------------------------

We are a
self-insured employer with respect to workers compensation coverage for all our employees (including employees subject to PEO contracts) working in California, Oregon, Maryland, Delaware and Colorado. In the state of Washington, state law
allows only our staffing services and management employees to be covered under the Companys self-insured workers compensation program.

The Company has provided a total of $27.8 million and $15.1 million at December 31, 2009 and 2008, respectively, as an estimated future liability for unsettled workers compensation claims liabilities.
Included in the foregoing liabilities are insured claims that will be paid by the Companys former excess workers compensation insurer and for which the Company has reported a receivable from the insurer for the insured claims liability.
Insured claims totaled $2.7 million at December 31, 2009 and 2008. The estimated liability for unsettled workers compensation claims represents managements best estimate based upon an actuarial valuation provided by a third party
actuary. Included in the claims liabilities are case reserve estimates for reported losses, plus additional amounts based on projections for incurred but not reported claims and anticipated increases in case reserve estimates. These estimates are
continually reviewed and adjustments to liabilities are reflected in current operating results as they become known.



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##### Table of Contents

Barrett Business Services, Inc.

Notes to Consolidated Financial Statements (Continued)



|6. | Workers Compensation Claims (Continued)
|-- | ----------------------------------------



During 2009, the Company engaged a new actuary to review its workers compensation
liabilities. While the Company historically obtained an actuarial study, management determined the historical study was not the best estimate of the workers compensation liability. Based upon discussions with the new actuary and a thorough
review of the Companys reserving process and consideration of recent developments, management determined the actuarial estimate as of June 30, 2009 was the best estimate of the ultimate cost to settle open claims. Our primary
considerations included the significant erosion in the economy, the increasing complexity and uncertainty surrounding healthcare costs, unexpected development in open claims and growth in our business. The change in estimate resulted in the Company
increasing its workers compensation claims liabilities by approximately $11.8 million at June 30, 2009.

Liabilities incurred
for work-related employee fatalities and for severely injured workers, as determined by the state in which the accident occurred, are recorded either at an agreed lump-sum settlement amount or the net present value of future fixed and determinable
payments over the actuarially determined remaining life expectancy of the beneficiary, discounted at a rate that approximates a long-term, high-quality corporate bond rate. Concurrent with the formation of AICE, our wholly owned fully licensed
captive insurance company, we increased our excess workers compensation insurance retention from $1.0 million per occurrence to $5.0 million per occurrence in all our self-insured states, except for Maryland and Colorado where our retention is
at $1.0 million and $500,000 per occurrence, respectively. We present our accrued liabilities for workers compensation claims on a gross basis along with a corresponding receivable from our insurers, as we are the primary obligor for payment
of the related insured claims. We maintain excess workers compensation insurance coverage with America International Group (AIG) between $5.0 million and $15.0 million per occurrence, except in Maryland, where coverage with AIG is
between $1.0 million and $25.0 million per occurrence and in Colorado where the coverage with AIG is between $500,000 and statutory limits per occurrence. AIGs exposure to subprime mortgage securities and disruptions in the U.S. financial
markets has adversely impacted AIG. However, AIGs commercial insurance subsidiary continues to be a fully accepted insurance carrier for all major brokers. As a result, we do not expect these developments to have a material impact on our
insurance coverage with AIG. However, we will continue to evaluate the financial capacity of our insurers to assess the recoverability of the related insurer receivables.

At December 31, 2009, our long-term workers compensation claims liabilities in the accompanying balance sheet included $817,000 for work-related fatalities. The aggregate undiscounted pay-out amount
related to the catastrophic injuries and fatalities is $1.1 million. The discount rates applied to the discounted liabilities range from 4.25% to 9.00%. These rates represented the then-current rates for high quality long-term debt securities
available at the date of loss with maturities equal to the length of the pay-out period to the beneficiaries. The actuarially determined pay-out periods to the beneficiaries range from 7 to 32 years.



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##### Table of Contents

Barrett Business Services, Inc.

Notes to Consolidated Financial Statements (Continued)



|6. | Workers Compensation Claims (Continued)
|-- | ----------------------------------------



The states of Oregon, Maryland, Washington, Delaware and Colorado require us to maintain specified
investment balances or other financial instruments, totaling $8.7 million at December 31, 2009 and $8.8 million at December 31, 2008, to cover potential claims losses. In partial satisfaction of these requirements, at December 31,
2009, we have provided standby letters of credit and a surety bond totaling $6.8 million. The investments are included in restricted marketable securities and workers compensation deposits in the accompanying balance sheets. We participate in
Californias alternative security program requiring us to pay the State an annual fee, which is determined by several factors, including the amount of a calculated future security deposit and our overall credit rating. The annual fee paid to
the State of California for 2009, 2008 and 2007 was $73,000, $215,000, and $217,000, respectively.

The following table summarizes the
aggregate workers compensation reserve activity (in thousands):



|                                         |  |                         |        |      |   |        |  |   |       
|---------------------------------------- |  | ----------------------- | ------ | ---- | - | ------ |  | - | ------
|                                         |  | Year Ended December 31,
|                                         |  | 2009                    |        | 2008 |   | 2007  
|Balance at January 1,                    |  |                         |        |      |   |        |  |   |       
|Workers compensation claims liabilities |  | $                       | 15,084 |      | $ | 12,741 |  | $ | 12,374
|Claims expense accrual:                  |  |                         |        |      |   |        |  |   |       
|Current year                             |  |                         | 13,250 |      |   | 13,584 |  |   | 11,986
|Prior years                              |  |                         | 12,749 |      |   | 3,130  |  |   | 351   
|                                         |  |                         |        |      |   |        |  |   |       
|                                         |  |                         | 25,999 |      |   | 16,714 |  |   | 12,337
|                                         |  |                         |        |      |   |        |  |   |       
|Claims payments related to:              |  |                         |        |      |   |        |  |   |       
|Current year                             |  |                         | 2,991  |      |   | 2,805  |  |   | 2,894 
|Prior years                              |  |                         | 10,294 |      |   | 11,566 |  |   | 9,076 
|                                         |  |                         |        |      |   |        |  |   |       
|                                         |  |                         | 13,285 |      |   | 14,371 |  |   | 11,970
|                                         |  |                         |        |      |   |        |  |   |       
|Balance at December 31,                  |  |                         |        |      |   |        |  |   |       
|Workers compensation claims liabilities |  | $                       | 27,798 |      | $ | 15,084 |  | $ | 12,741
|                                         |  |                         |        |      |   |        |  |   |       
|Incurred but not reported (IBNR)         |  | $                       | 17,249 |      | $ | 6,337  |  | $ | 5,837 
|                                         |  |                         |        |      |   |        |  |   |       



|7. | Credit Facility
|-- | ---------------

The Company entered into a
new Standby Letter of Credit Agreement dated as of June 30, 2009 (the Credit Agreement) with its principal bank. The Credit Agreement provides for standby letters of credit as to which there were $6.7 million outstanding at
December 31, 2009 in connection with various surety deposit requirements for workers compensation purposes.

Pursuant to the
Credit Agreement, the Company is required to maintain compliance with the following covenants: (1) to incur a net loss after taxes of no more than $8.0 million for the year ending December 31, 2009 and maintain net income after taxes not
less than



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##### Table of Contents

Barrett Business Services, Inc.

Notes to Consolidated Financial Statements (Continued)



|7. | Credit Facility (Continued)
|-- | ---------------------------



$1.00 (one dollar) on an annual basis thereafter, determined as of each fiscal year end; (2) to maintain liquid assets (defined as unencumbered cash, cash equivalents, and publicly traded
and quoted marketable securities) having an aggregate fair market value at all times not less than $10.0 million, determined as of the end of each fiscal quarter; and (3) to not borrow or permit to exist indebtedness (other than from or to the
bank), or mortgage, pledge, grant, or permit to exist a security interest in, or a lien upon, all or any portion of the Companys assets now owned or hereafter acquired, except for purchase money indebtedness (and related security interests)
which does not at any time exceed $500,000. The Company was in compliance with all covenants at December 31, 2009.



|8. | 401(k) Savings Plan
|-- | -------------------

We have a
Section 401(k) Retirement Savings Plan for the benefit of our eligible employees. All staffing and management employees 21 years of age or older become eligible to participate in the savings plan upon completion of 1,000 hours of service in any
consecutive 12-month period following the initial date of employment. Employees covered under a PEO arrangement may participate in the plan at the sole discretion of the PEO client. The determination of discretionary Company contributions to the
plan, if any, is at the sole discretion of our Board of Directors. No discretionary Company contributions were made to the plan for the years ended December 31, 2009, 2008 and 2007.

We make matching contributions to the 401(k) plan under a safe harbor provision, whereby the Company matches 100% of contributions by management and
staffing employees up to 3% of each participating employees annual compensation; and 50% of the employees contributions up to an additional 2% of annual compensation. We made $483,000, $528,000 and $488,000 in matching contributions
during 2009, 2008 and 2007, respectively. Participants interests in Company safe harbor contributions to the plan are fully vested when made.



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##### Table of Contents

Barrett Business Services, Inc.

Notes to Consolidated Financial Statements (Continued)



|9. | Commitments
|-- | -----------

Lease commitments

We lease office space for our branch offices under operating lease agreements that require minimum annual payments as follows (in
thousands):



|                         |  |   |      
|------------------------ |  | - | -----
|Year ending December 31, |  |  
|                        
|2010                     |  | $ | 2,414
|2011                     |  |   | 1,623
|2012                     |  |   | 839  
|2013                     |  |   | 184  
|2014                     |  |   | 4    
|Thereafter               |  |   | -    
|                         |  |   |      
|                         |  | $ | 5,064
|                         |  |   |      

Rent expense for the years ended December 31, 2009, 2008
and 2007 was approximately $2.9 million, $3.0 million and $2.5 million, respectively.



|10. | Related Party Transaction
|--- | -------------------------

During 2009,
pursuant to the approval of all disinterested outside directors, the Company purchased 1.25 acres of river front property on the Columbia River in Washougal, WA for a total cost of $1.5 million. The purchase was financed with cash of $1.0 million
and a note payable of $500,000. The note payable is included in other long-term liabilities in the accompanying balance sheet and has been treated as a non-cash transaction for purposes of the statement of cash flows. The Companys Chief
Executive Officer intends to construct and operate a restaurant on the property with a triple net ground lease between the Company and the LLC he has formed with an outside third party. The lease requires annual cash payments by the LLC of $25,000
through 2011 and 5% of the restaurants gross receipts thereafter through the end of the lease in December 2020. The cost of the property is included in the Companys other assets at December 31, 2009.



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##### Table of Contents

Barrett Business Services, Inc.

Notes to Consolidated Financial Statements (Continued)



|11. | Income Taxes
|--- | ------------

The (benefit from) provision
for income taxes from continuing operations are as follows (in thousands):



|                          |  |                         |        |   |      |   |       |      |  |   |      
|------------------------- |  | ----------------------- | ------ | - | ---- | - | ----- | ---- |  | - | -----
|                          |  | Year ended December 31,
|                          |  | 2009                    |        |   | 2008 |   |       | 2007
|Current:                  |  |                         |        |   |      |   |       |      |  |   |      
|Federal                   |  | $                       | (3,268 | ) |      | $ | 3,298 |      |  | $ | 3,826
|State                     |  |                         | 71     |   |      |   | (342  | )    |  |   | 1,160
|                          |  |                         |        |   |      |   |       |      |  |   |      
|                          |  |                         | (3,197 | ) |      |   | 2,956 |      |  |   | 4,986
|                          |  |                         |        |   |      |   |       |      |  |   |      
|Deferred:                 |  |                         |        |   |      |   |       |      |  |   |      
|Federal                   |  |                         | 109    |   |      |   | 665   |      |  |   | 3,368
|State                     |  |                         | (31    | ) |      |   | 107   |      |  |   | 758  
|                          |  |                         |        |   |      |   |       |      |  |   |      
|                          |  |                         | 78     |   |      |   | 772   |      |  |   | 4,126
|                          |  |                         |        |   |      |   |       |      |  |   |      
|Total (benefit) provision |  | $                       | (3,119 | ) |      | $ | 3,728 |      |  | $ | 9,112
|                          |  |                         |        |   |      |   |       |      |  |   |      

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



|                                                |  |              |        |   |      |   |        |  
|----------------------------------------------- |  | ------------ | ------ | - | ---- | - | ------ | -
|                                                |  | December 31, |       
|                                                |  | 2009         |        |   | 2008 |  
|Gross deferred income tax assets:               |  |              |        |   |      |   |        |  
|Workers compensation claims liabilities        |  | $            | 2,760  |   |      | $ | 1,721  |  
|Safety incentives payable                       |  |              | 1,474  |   |      |   | 1,437  |  
|Allowance for doubtful accounts                 |  |              | 205    |   |      |   | 160    |  
|Deferred compensation                           |  |              | 213    |   |      |   | 258    |  
|Tax effect of unrealized losses, net            |  |              | 1,213  |   |      |   | 1,348  |  
|Capital loss carryforward                       |  |              | -      |   |      |   | 98     |  
|Federal credit carryforward                     |  |              | 229    |   |      |   | -      |  
|State credit carryforward                       |  |              | 86     |   |      |   | -      |  
|State loss carryforward                         |  |              | 61     |   |      |   | -      |  
|Other                                           |  |              | 280    |   |      |   | 317    |  
|                                                |  |              |        |   |      |   |        |  
|                                                |  |              | 6,521  |   |      |   | 5,339  |  
|Less valuation allowance                        |  |              | 1,382  |   |      |   | 1,464  |  
|                                                |  |              |        |   |      |   |        |  
|                                                |  |              | 5,139  |   |      |   | 3,875  |  
|                                                |  |              |        |   |      |   |        |  
|Gross deferred income tax liabilities:          |  |              |        |   |      |   |        |  
|Tax depreciation in excess of book depreciation |  |              | (1,167 | ) |      |   | (1,003 | )
|Amortization of intangibles                     |  |              | (6,224 | ) |      |   | (4,893 | )
|                                                |  |              |        |   |      |   |        |  
|                                                |  |              | (7,391 | ) |      |   | (5,896 | )
|                                                |  |              |        |   |      |   |        |  
|Net deferred income tax liabilities             |  | $            | (2,252 | ) |      | $ | (2,021 | )
|                                                |  |              |        |   |      |   |        |  



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##### Table of Contents

Barrett Business Services, Inc.

Notes to Consolidated Financial Statements (Continued)



|11. | Income Taxes (Continued)
|--- | ------------------------



The effective tax rate for continuing operations differed from the U.S. statutory federal tax rate
due to the following:



|                                                         |  |                        |    |  |      |   |  |      |  
|-------------------------------------------------------- |  | ---------------------- | -- |  | ---- | - |  | ---- | -
|                                                         |  | Year endedDecember 31, |   
|                                                         |  | 2009                   |    |  | 2008 |   |  | 2007 |  
|Statutory federal tax rate                               |  | (34.0                  | )% |  | 34.0 | % |  | 35.0 | %
|State taxes, net of federal benefit                      |  | .2                     |    |  | (1.5 | ) |  | 4.8  |  
|Valuation allowance on loss on impairment of investments |  | (1.3                   | )  |  | 14.6 |   |  | -    |  
|Adjustment for final positions on filed returns          |  | 3.2                    |    |  | (3.0 | ) |  | -    |  
|Nondeductible expenses and other, net                    |  | 3.9                    |    |  | 1.8  |   |  | (.9  | )
|Federal tax-exempt interest income                       |  | (1.8                   | )  |  | (4.8 | ) |  | (2.9 | )
|Federal and state tax credits                            |  | (9.7                   | )  |  | (3.8 | ) |  | (.8  | )
|                                                         |  |                        |    |  |      |   |  |      |  
|                                                         |  | (39.5                  | )% |  | 37.3 | % |  | 35.2 | %
|                                                         |  |                        |    |  |      |   |  |      |  

During 2008, the Company established a valuation allowance for certain deferred tax assets due to uncertainties
regarding the Companys ability to generate future taxable investment gains in order to utilize certain investment impairment losses and investment loss carryforwards for tax purposes. The realization of a significant portion of net deferred
tax assets is based in part on our estimates of the timing of reversals of certain temporary differences and on the generation of taxable income before such reversals. At December 31, 2009, we maintained a valuation allowance for approximately
$1.4 million of federal and state tax benefits that are not expected to be utilized.

On January 1, 2007, we adopted the current
accounting treatment for uncertain tax positions which clarifies the accounting for income taxes by prescribing a minimum recognition threshold a tax position is required to meet before being recognized in the financial statements. The accounting
treatment also provides guidance on derecognition, measurement, classification, interest and penalties, accounting in interim periods and disclosure. This adoption did not have an impact on our consolidated financial statements. As of
December 31, 2009 and at December 31, 2008, we had no unrecognized tax benefits.

The Company is subject to income taxes in
multiple state and local tax jurisdictions. A portion of the consolidated income the Company generates is not subject to state income tax. Depending on the percentage of this income to total consolidated income, the Companys state effective
rate can vary from expectations. As a result of the mix of income subject to state income tax, the state tax benefit was reduced by approximately $606,000 in the current year. In 2008, state tax expense decreased by approximately $875,000.

In the major jurisdictions where the Company operates, it is generally no longer subject to income tax examinations by tax authorities
for years before 2006.



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##### Table of Contents

Barrett Business Services, Inc.

Notes to Consolidated Financial Statements (Continued)



|11. | Income Taxes (Continued)
|--- | ------------------------



At December 31, 2009, the Company had state tax loss carryforwards of $1.3 million, which
expire in varying amounts between 2024 and 2029. Additionally, at December 31, 2009, the Company had $765,000 of unused U.S. Federal employment tax credits, which can be carried back one year and carried forward 20 years.



|12. | Stock Incentive Plans
|--- | ---------------------

The Companys
2009 Stock Incentive Plan (the 2009 Plan), which provides for stock-based awards to Company employees, non-employee directors and outside consultants or advisors, was approved by shareholders on May 13, 2009. As of December 31,
2009, no options have been granted under the 2009 Plan. The number of shares of common stock reserved for issuance under the 2009 Plan is 1,000,000, of which the aggregate number of shares for which incentive stock options may be granted under the
Plan is 900,000. No new grants of stock options may be made under the Companys 2003 Stock Incentive Plan (the 2003 Plan). At December 31, 2009, there were option awards covering 315,319 shares outstanding under the 2003 Plan
and its predecessor, the 1993 Stock Incentive Plan. Outstanding options under both plans generally expire ten years after the date of grant. Options are generally exercisable in four equal annual installments beginning one year after the date of
grant. In accordance with the current accounting guidance for share-based payments, the Company recognizes compensation expense for options awarded under its stock incentive plans. Current accounting guidance requires the grant-date fair value of
all share-based payment awards, including employee stock options, to be recognized as employee compensation expense over the requisite service period.

A summary of the status of the Companys stock options at December 31, 2009, 2008 and 2007, together with changes during the periods then ended, is presented below:



|                                         |  |                 |   |  |                              |      
|---------------------------------------- |  | --------------- | - |  | ---------------------------- | -----
|                                         |  | Numberofoptions |   |  | Weightedaverageexerciseprice
|Outstanding at December 31, 2006         |  | 739,303         |   |  |                              |      
|Options exercised                        |  | (32,712         | ) |  | $                            | 2.55 
|                                         |  |                 |   |  |                              |      
|Outstanding at December 31, 2007         |  | 706,591         |   |  |                              |      
|Options granted at market price          |  | 10,000          |   |  |                              | 11.97
|Options exercised                        |  | (215,585        | ) |  |                              | 6.85 
|                                         |  |                 |   |  |                              |      
|Outstanding at December 31, 2008         |  | 501,006         |   |  |                              |      
|Options granted at market price          |  | 79,500          |   |  |                              | 11.06
|Options exercised                        |  | (265,187        | ) |  |                              | 2.14 
|                                         |  |                 |   |  |                              |      
|Outstanding at December 31, 2009         |  | 315,319         |   |  |                              |      
|                                         |  |                 |   |  |                              |      
|Available for grant at December 31, 2009 |  | 1,000,000       |   |  |                              |      
|                                         |  |                 |   |  |                              |      



F-24



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##### Table of Contents

Barrett Business Services, Inc.

Notes to Consolidated Financial Statements (Continued)



|12. | Stock Incentive Plans (Continued)
|--- | ---------------------------------



The following table presents information on stock options outstanding for the years ended
December 31, 2009 and 2008:



|                                                   |  |                         |            |      |   |           
|-------------------------------------------------- |  | ----------------------- | ---------- | ---- | - | ----------
|                                                   |  | Year Ended December 31,
|(in thousands, except share data)                  |  | 2009                    |            | 2008
|Intrinsic value of options exercised in the period |  | $                       | 681        |      | $ | 1,325     
|                                                   | 
|                                                   |  | As of December 31,     
|                                                   |  | 2009                    |            | 2008
|Stock options:                                     |  |                         |            |      |   |           
|Number of options                                  |  |                         | 315,319    |      |   | 501,006   
|Options fully vested and currently exercisable     |  |                         | 228,319    |      |   | 491,006   
|Weighted average exercise price                    |  | $                       | 13.83      |      | $ | 6.85      
|Aggregate intrinsic value                          |  | $                       | 226        |      | $ | 2,492     
|Weighted average contractual term of options       |  |                         | 6.27 years |      |   | 5.03 years

The
aggregate intrinsic value of stock options represents the difference between the Companys closing stock price at the end of the period and the relevant exercise price multiplied by the number of options outstanding at the end of the period at
each such price.

The fair value of the stock-based awards as determined under the Black-Scholes option-pricing model, granted in 2009
and 2008, was estimated with the following weighted-average assumptions:



|                          |  |           |   |  |           |  
|------------------------- |  | --------- | - |  | --------- | -
|                          |  | 2009      |   |  | 2008      |  
|Expected volatility       |  | 61.9      | % |  | 61.5      | %
|Risk free interest rate   |  | 1.4       | % |  | 1.7       | %
|Expected dividend yield   |  | 2.9       | % |  | 2.7       | %
|Expected term             |  | 7.1 years |   |  | 7.3 years |  
|Estimated forfeiture rate |  | 4.2       | % |  | 4.2       | %

There were no stock-based awards
granted during 2007. Total fair value of options granted at market price was calculated as $349,000 and $49,000 for the years ended December 31, 2009 and 2008, respectively. There were no options granted during 2009 or 2008 below market price.
The weighted average fair value per share of all options granted in 2009 and 2008 was $4.39 and $4.91, respectively.



F-25



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##### Table of Contents

Barrett Business Services, Inc.

Notes to Consolidated Financial Statements (Continued)



|12. | Stock Incentive Plans (Continued)
|--- | ---------------------------------



The following table summarizes stock-based compensation expense related to stock option awards for
the years ended December 31, 2009, 2008 and 2007 (in thousands):



|                                                                                          |  |                        |     |      |   |      |  |   |  
|----------------------------------------------------------------------------------------- |  | ---------------------- | --- | ---- | - | ---- |  | - | -
|                                                                                          |  | Year EndedDecember 31,
|                                                                                          |  | 2009                   |     | 2008 |   | 2007
|Stock-based compensation expense included in selling, general and administrative expenses |  | $                      | 100 |      | $ | -    |  | $ | -
|Income tax benefit related to stock-based compensation                                    |  |                        | 40  |      |   | -    |  |   | -
|                                                                                          |  |                        |     |      |   |      |  |   |  
|Stock-based compensation expense related to stock options, net of tax                     |  | $                      | 60  |      | $ | -    |  | $ | -
|                                                                                          |  |                        |     |      |   |      |  |   |  

As of December 31, 2009, unamortized compensation expense
related to stock options was $292,000.

The following table summarizes information about stock options outstanding at December 31,
2009:



|                     |  |                     |  |                               |       |                                                  |     |                               |         |                               |   |      
|-------------------- |  | ------------------- |  | ----------------------------- | ----- | ------------------------------------------------ | --- | ----------------------------- | ------- | ----------------------------- | - | -----
|Options outstanding  |  | Options exercisable
|Exercise price range |  | Numberofshares      |  | Weighted-averageexerciseprice |       | Weighted-averageremainingcontractuallife (years) |     | ExercisableatDecember 31,2009 |         | Weighted-averageexerciseprice
|$2.00 - $  2.58      |  | 14,125              |  | $                             | 2.12  |                                                  | 2.9 |                               | 14,125  |                               | $ | 2.12 
|8.82 -   17.50       |  | 301,194             |  |                               | 13.60 |                                                  | 6.4 |                               | 214,194 |                               |   | 14.60
|                     |  |                     |  |                               |       |                                                  |     |                               |         |                               |   |      
|                     |  | 315,319             |  |                               |       |                                                  |     |                               | 228,319 |                               |   |      
|                     |  |                     |  |                               |       |                                                  |     |                               |         |                               |   |      

At December 31, 2009, 2008 and 2007, 228,319, 491,006 and 706,591 options were exercisable at weighted
average per share exercise prices of $13.83, $6.85 and $7.32, respectively.

During 2009, 69,317 common shares were tendered to the
Company to cover the exercise price of $162,000 related to the exercise of stock options and have been treated as non-cash for purposes of the statement of cash flows.



|13. | Stock Repurchase Program
|--- | ------------------------

The Company
maintains a stock repurchase program approved by the Board of Directors which authorizes the repurchase of shares from time to time in open market purchases. Effective November 2007, the Board increased the authorized number of shares to be
repurchased to 1.0 million shares, an increase to the original 500,000 share authorization. In October 2008, the Board approved a second increase in the authorized



F-26



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##### Table of Contents

Barrett Business Services, Inc.

Notes to Consolidated Financial Statements (Continued)



|13. | Stock Repurchase Program (Continued)
|--- | ------------------------------------



shares to be repurchased up to 3.0 million shares. The repurchase program currently allows for the repurchase of approximately 1.8 million additional shares as of December 31,
2009.

During 2009 and 2008, we repurchased 312,959 and 713,533 shares for weighted average prices of $9.62 and $11.88 per share,
respectively.



|14. | Litigation
|--- | ----------

The Company is subject to legal
proceedings and claims, which arise in the ordinary course of our business. In the opinion of management, the amount of ultimate liability with respect to currently pending or threatened actions is not expected to materially affect the financial
position or results of operations of the Company.



|15. | Quarterly Financial Information (Unaudited)
|--- | -------------------------------------------



|                                                                    |  |              |        |   |               |   |        |              |  |               |        |  |   |       
|------------------------------------------------------------------- |  | ------------ | ------ | - | ------------- | - | ------ | ------------ |  | ------------- | ------ |  | - | ------
|(in thousands, except per share amounts and market price per share)
|                                                                    |  | FirstQuarter |        |   | SecondQuarter |   |        | ThirdQuarter |  | FourthQuarter
|Year ended December 31, 2007                                        |  |              |        |   |               |   |        |              |  |               |        |  |   |       
|Revenues                                                            |  | $            | 60,588 |   |               | $ | 63,886 |              |  | $             | 82,908 |  | $ | 81,831
|Cost of revenues                                                    |  |              | 50,897 |   |               |   | 48,922 |              |  |               | 64,110 |  |   | 66,374
|Net income                                                          |  |              | 1,728  |   |               |   | 4,881  |              |  |               | 6,282  |  |   | 3,915 
|Basic earnings per share                                            |  |              | .15    |   |               |   | .43    |              |  |               | .56    |  |   | .35   
|Diluted earnings per share                                          |  |              | .15    |   |               |   | .42    |              |  |               | .54    |  |   | .34   
|Common stock market prices:                                         |  |              |        |   |               |   |        |              |  |               |        |  |   |       
|High                                                                |  | $            | 25.15  |   |               | $ | 26.70  |              |  | $             | 27.70  |  | $ | 25.75 
|Low                                                                 |  |              | 21.86  |   |               |   | 22.81  |              |  |               | 22.21  |  |   | 15.75 
|Year ended December 31, 2008                                        |  |              |        |   |               |   |        |              |  |               |        |  |   |       
|Revenues                                                            |  | $            | 66,194 |   |               | $ | 72,183 |              |  | $             | 77,461 |  | $ | 64,630
|Cost of revenues                                                    |  |              | 57,632 |   |               |   | 58,129 |              |  |               | 62,552 |  |   | 52,545
|Net income                                                          |  |              | 91     |   |               |   | 3,250  |              |  |               | 650    |  |   | 2,272 
|Basic earnings per share                                            |  |              | .01    |   |               |   | .30    |              |  |               | .06    |  |   | .21   
|Diluted earnings per share                                          |  |              | .01    |   |               |   | .29    |              |  |               | .06    |  |   | .21   
|Common stock market prices:                                         |  |              |        |   |               |   |        |              |  |               |        |  |   |       
|High                                                                |  | $            | 18.85  |   |               | $ | 18.02  |              |  | $             | 17.96  |  | $ | 13.28 
|Low                                                                 |  |              | 14.89  |   |               |   | 11.47  |              |  |               | 10.38  |  |   | 9.00  
|Year ended December 31, 2009                                        |  |              |        |   |               |   |        |              |  |               |        |  |   |       
|Revenues                                                            |  | $            | 51,072 |   |               | $ | 57,265 |              |  | $             | 65,494 |  | $ | 62,629
|Cost of revenues                                                    |  |              | 47,383 |   |               |   | 59,488 |              |  |               | 53,353 |  |   | 50,641
|Net (loss) income                                                   |  |              | (3,174 | ) |               |   | (6,732 | )            |  |               | 2,945  |  |   | 2,193 
|Basic (loss) earnings per share                                     |  |              | (.30   | ) |               |   | (.65   | )            |  |               | .28    |  |   | .21   
|Diluted (loss) earnings per share                                   |  |              | (.30   | ) |               |   | (.65   | )            |  |               | .28    |  |   | .21   
|Common stock market prices:                                         |  |              |        |   |               |   |        |              |  |               |        |  |   |       
|High                                                                |  | $            | 12.00  |   |               | $ | 11.69  |              |  | $             | 11.30  |  | $ | 12.60 
|Low                                                                 |  |              | 7.92   |   |               |   | 9.31   |              |  |               | 9.47   |  |   | 10.07 



F-27



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##### Table of Contents

Barrett Business Services, Inc.

Notes to Consolidated Financial Statements (Continued)



|16. | Subsequent Event
|--- | ----------------

Subsequent to year end,
effective January 5, 2010, we incorporated a wholly-owned fully licensed insurance company in Arizona. The insurance company will provide workers compensation coverage to BBSIs employees working in Arizona. The cost to capitalize
the insurance company was approximately $6.1 million.



F-28



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##### Table of Contents

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.



|                     |  |  |  |                                            |  |                                                               
|-------------------- |  |  |  | ------------------------------------------ |  | --------------------------------------------------------------
|                     |  |  |  | BARRETT BUSINESS SERVICES, INC. Registrant
|                     |  |  | 
|Date: March 15, 2010 |  |  |  | By:                                        |  | /s/ James D. Miller                                           
|                     |  |  |  |                                            |  | James D. Miller Vice President-Finance, Treasurerand Secretary

Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the Registrant and in the capacities indicated on the 15th day of March, 2010.

Principal Executive Officer and Director:



|                                            |  |  |  |                                                   
|------------------------------------------- |  |  |  | --------------------------------------------------
|                                            |  | 
|/s/ William W. Sherertz                     |  |  |  | President and Chief Executive Officer and Director
|William W. Sherertz                         |  | 
|                                            |  | 
|Principal Financial and Accounting Officer: |  |  |  |                                                   
|                                            |  | 
|/s/ James D. Miller                         |  |  |  | Vice President-Finance, Treasurer and Secretary   
|James D. Miller                             |  | 
|                                            |  | 
|Majority of Directors:                      |  |  |  |                                                   
|                                            |  | 
|/s/ Thomas J. Carley                        |  |  |  | Director                                          
|Thomas J. Carley                            |  | 
|                                            |  | 
|/s/ James B. Hicks                          |  |  |  | Director                                          
|James B. Hicks, Ph.D.                       |  | 
|                                            |  | 
|/s/ Roger L. Johnson                        |  |  |  | Director                                          
|Roger L. Johnson                            |  | 
|                                            |  | 
|/s/ Jon L. Justesen                         |  |  |  | Director                                          
|Jon L. Justesen                             |  | 
|                                            |  | 
|/s/ Anthony Meeker                          |  |  |  | Director                                          
|Anthony Meeker                              |  | 



---

##### Table of Contents

EXHIBIT INDEX



|      |  |                                                                                                                                                                                                                                                                      
|----- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|      | 
|3.1   |  | Charter of the Registrant, as amended. Incorporated by reference to Exhibit 3 to the Registrants Quarterly Report on Form 10-Q for the quarter ended June 30, 1994 (File No.
0-21886).                                                                              
|      | 
|3.2   |  | Bylaws of the Registrant, as amended through November 16, 2007. Incorporated by reference to Exhibit 3.2 to the Registrants Current Report on Form 8-K filed on November 19,
2007.                                                                                  
|      | 
|      |  | The Registrant has incurred long-term indebtedness as to which the amount involved is less than 10 percent of the Registrants total assets. The Registrant agrees to furnish copies of
the instruments relating to such indebtedness to the Commission upon request.
|      | 
|10.1  |  | Standby Letter of Credit Agreement dated as of June 30, 2009, between the Registrant and Wells Fargo. Incorporated by reference to Exhibit 10.1 to the Registrants Quarterly Report
on Form 10-Q for the quarter ended June 30, 2009.                               
|      | 
|10.2  |  | Second Amended and Restated 1993 Stock Incentive Plan of the Registrant. Incorporated by reference to Exhibit 10.1 to the Registrants Annual Report on Form 10-K for the year ended
December 31, 2001 (File No. 0-21886).*                                          
|      | 
|10.3  |  | Form of Indemnification Agreement with each director of the Registrant. Incorporated by reference to Exhibit 10.8 to the Registrants Registration Statement on Form S-1 (No. 33-61804).*                                                                            
|      | 
|10.4  |  | Summary of annual cash incentive bonus award program for executive officers of the Registrant. Incorporated by reference to Exhibit 10.3 to the Registrants Annual Report on Form 10-K
for the year ended December 31, 2004.*                                       
|      | 
|10.5  |  | 2003 Stock Incentive Plan of the Registrant (the 2003 Plan). Incorporated by reference to Exhibit 10.1 to the Registrants Quarterly Report on Form 10-Q for the quarter ended
March 31, 2003 (File No. 0-21886).*                                                 
|      | 
|10.6  |  | Form of Incentive Stock Option Agreement under the 2003 Plan. Incorporated by reference to Exhibit 10.11 to the Registrants Annual Report on Form 10-K for the year ended
December 31, 2003 (the 2003 10-K).*                                                     
|      | 
|10.7  |  | Form of Nonqualified Stock Option Agreement under the 2003 Plan. Incorporated by reference to Exhibit 10.12 to the 2003 10-K.*                                                                                                                                       
|      | 
|10.8  |  | Form of Incentive Stock Option Agreement relating to July 2005 option grants under the 2003 Plan. Incorporated by reference to Exhibit 10.11 to the Registrants Annual Report on Form
10-K for the year ended December 31, 2005 (the 2005 10-K).*                 
|      | 
|10.9  |  | Form of Nonqualified Stock Option Agreement relating to July 2005 option grants under the 2003 Plan. Incorporated by reference to Exhibit 10.12 to the 2005 10-K.*                                                                                                   
|      | 
|10.10 |  | Form of Annual Director Option Agreement for July 2005 option grants under the 2003 Plan. Incorporated by reference to Exhibit 10.14 to the 2005 10-K.*                                                                                                              
|      | 
|10.11 |  | Form of Incentive Stock Option Award Agreement relating to January 2009 option grants under the 2003 Plan. Incorporated by reference to Exhibit 10.16 to the Registrants Annual Report on
Form 10-K for the year ended December 31, 2008 (the 2008 10-K).*        



---

##### Table of Contents

|      |  |                                                                                                                                                                                                                                                  
|----- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|      | 
|10.12 |  | Form of Employee Nonqualified Stock Option Award Agreement relating to January 2009 option grants under the 2003 Plan. Incorporated by reference to Exhibit 10.17 to the 2008
10-K.*                                                             
|      | 
|10.13 |  | Form of Non-Employee Director Option Award Agreement relating to January 2009 option grants under the 2003 Plan. Incorporated by reference to Exhibit 10.18 to the 2008 10-K.*                                                                   
|      | 
|10.14 |  | 2009 Stock Incentive Plan of the Registrant (the 2009 Plan). Incorporated by reference to Exhibit 10.2 to the Registrants Quarterly Report on Form 10-Q for the quarter ended
June 30, 2009.*                                                 
|      | 
|10.15 |  | Summary of Compensatory Arrangement with William W. Sherertz. Incorporated by reference to Exhibit 10.1 to the Registrants Quarterly Report on Form 10-Q for the quarter ended
September 30, 2004.*                                             
|      | 
|10.16 |  | Employment Agreement between the Registrant and Michael L. Elich, dated September 25, 2001. Incorporated by reference to Exhibit 10.17 to the Registrants Registration Statement on
Form S-2 (Registration No. 333-126496) filed July 11, 2005.*
|      | 
|10.17 |  | Summary of compensatory arrangements for non-employee directors of the Registrant.*                                                                                                                                                              
|      | 
|10.18 |  | Lease Agreement between the Registrant and the Black Pearl on the Columbia, LLC, as of December 23, 2009.                                                                                                                                        
|      | 
|14    |  | Code of Business Conduct. Incorporated by reference to Exhibit 14 to the 2003 10-K.                                                                                                                                                              
|      | 
|21    |  | Subsidiaries of the Registrant.                                                                                                                                                                                                                  
|      | 
|23.1  |  | Consent of Moss Adams LLP, Independent Registered Public Accounting Firm.                                                                                                                                                                        
|      | 
|31.1  |  | Certification of Chief Executive Officer pursuant to Rule 13a-14(a).                                                                                                                                                                             
|      | 
|31.2  |  | Certification of Chief Financial Officer pursuant to Rule 13a-14(a).                                                                                                                                                                             
|      | 
|32    |  | Certification pursuant to 18 U.S.C. Section 1350.                                                                                                                                                                                                



|* | Denotes a management contract or a compensatory plan or arrangement.
|- | --------------------------------------------------------------------