Form 8-K TrueBlue, Inc. For: Oct 23
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION�13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): October�23, 2014
TRUEBLUE, INC.
(Exact Name of Registrant as Specified in Its Charter)
Washington
(State or Other Jurisdiction
of Incorporation)
001-14543 | � | 91-1287341 |
(Commission File Number) | � | (IRS Employer Identification No.) |
�
1015 A Street, Tacoma, Washington | � | 98402 |
(Address of Principal Executive Offices) | � | (Zip Code) |
(253) 383-9101
(Registrants Telephone Number, Including Area Code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
� | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
� | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
� | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
� | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item�2.02. | Results of Operations and Financial Condition. |
On October�23, 2014, TrueBlue, Inc. (the Company ) issued a press release (the Press Release ) reporting its financial results for the third quarter ended September�26, 2014 and revenue and earnings guidance for the fourth quarter of 2014, a copy of which is attached hereto as Exhibit 99.1 and the contents of which are incorporated herein by this reference. Also attached to this report as Exhibit 99.2 is a slide presentation relating to the financial results for the third quarter ended September�26, 2014(the Earnings Results Presentation ), which will be discussed by management of the Company on a live conference call at 9 a.m. Eastern Time (6 a.m. Pacific Time) on Thursday, October�23, 2014. The Earnings Results Presentation is also available on the Company's website, www.trueblue.com.
In accordance with General Instruction B.2. of Form 8-K, the information contained above in this report (including the Press Release and the Earnings Results Presentation) shall not be deemed Filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall the Press Release or the Earnings Results Presentation be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing. This report will not be deemed a determination or an admission as to the materiality of any information in the report that is required to be disclosed solely by Regulation FD.
Item�7.01. | Regulation FD Disclosure |
We are also attaching our Q4 2014 Investor Presentation (the "Investor Presentation") to this report as Exhibit 99.3, which we will reference in our Q3 2014 earnings results discussion and which may be used in future investor conferences. The Investor Presentation is also available on the Company's website, www.trueblue.com.
In accordance with General Instruction B.2. of Form 8-K, the information contained above in this report (including the Investor Presentation) shall not be deemed Filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall the Investor Presentation be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing. This report will not be deemed a determination or an admission as to the materiality of any information in the report that is required to be disclosed solely by Regulation FD.
Item�9.01. | Financial Statements and Exhibits. |
(d) | Exhibits |
99.1 | Press Release of the Company dated October�23, 2014 |
99.2 | Earnings Results Presentation |
99.3 | Investor Presentation |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
�
� | � | TRUEBLUE, INC. | ||
� | (Registrant) | |||
Date: | October�23, 2014 | By: | � | /S/����DERREK�L. GAFFORD |
� | � | Derrek L. Gafford | ||
� | � | Chief Financial Officer and Executive Vice President | ||
�
EXHIBIT 99.1
TRUEBLUE REPORTS 2014 THIRD QUARTER RESULTS
�
TACOMA, WA-Oct. 23, 2014--TrueBlue, Inc. (NYSE: TBI) today reported results for the third quarter of 2014.
" | Revenue was $633 million, up 40 percent compared to revenue of $451 million for the third quarter in 2013. |
" | Net income was $21 million compared to $19 million for the third quarter of 2013. |
" | Adjusted net income* was $22 million, or $0.54 per diluted share, compared to $19 million, or $0.48 per diluted share, for the third quarter of 2013. |
" | Adjusted EBITDA* was $42 million, up 25 percent compared to $33 million for the third quarter of 2013. |
We are pleased with the success of our growth strategies, which produced strong revenue and profit growth this quarter, TrueBlue CEO Steve Cooper said. Our team continues to focus on providing more value to customers through the specialized services we offer. In addition, we have a proven track record of acquiring companies with complementary service offerings that enable our customers to better manage their workforce.
TrueBlue completed its acquisition of Seaton on June 30, 2014, the first day of its third quarter. TrueBlue refers to Seatons industry-leading brands, Staff Management | SMX, PeopleScout and HRX, as its Outsourcing Solutions group. TrueBlue is now the largest industrial staffing provider in the U.S.��������
We are excited about the opportunities to expand our EBITDA margin through operational efficiency and the use of technology, Cooper said. This reduces the dependency on our branch footprint while allowing us to still deliver excellent service.
�
TrueBlue has consolidated 52 branches year to date, resulting in 708 branches in operation at the end of the quarter.
TrueBlue�estimates revenue in the range of $695�million to $705�million and adjusted net income* per diluted share of�$0.44 to $0.49�for�the fourth quarter of 2014.
�
Management will discuss third quarter 2014 results on a conference call�at 6 a.m. PT (9 a.m. ET), today, Thursday, Oct. 23. The conference call can be accessed on TrueBlues web site:�www.trueblue.com
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* | This is a non-GAAP financial measure that excludes non-recurring acquisition and integration costs for which a reconciliation is provided along with the financial statements accompanying this release. |
About TrueBlue
TrueBlue (NYSE: TBI) is a leading staffing, recruiting and workforce management company. The company fills individual positions on demand, staffs entire facilities, and manages outsourced recruiting processes and staffing vendor programs for a wide variety of clients. The companys specialized workforce solutions meet clients needs for a reliable, efficient workforce, and it serves a wide variety of industries. TrueBlue connects as many as 500,000 people to work each year. Learn more about TrueBlue at www.trueblue.com.
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Forward-looking Statements
This document contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Words such as may, will, should, expects, intends, projects, plans, believes, estimates, targets, anticipates, and similar expressions are used to identify these forward-looking statements. Examples of forward-looking statements include statements relating to our future financial condition and operating
results, as well as any other statement that does not directly relate to any historical or current fact. Forward-looking statements are based on our current expectations and assumptions, which may not prove to be accurate. These statements are not guarantees and are subject to risks, uncertainties, and changes in circumstances that are difficult to predict. Many factors could cause actual results to differ materially and adversely from these forward-looking statements.�Examples of such factors can be found in our reports filed with the SEC, including the information under the heading Risk Factors in our Annual Report on Form 10-K for the fiscal year ended Dec. 27, 2013. Additional risk factors resulting from the acquisition of Seaton will be included in our Form 10-Q. Any forward-looking statement speaks only as of the date on which it is made, and we assume no obligation to update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise, except as required by law.�
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Contacts:
Derrek Gafford, EVP & CFO
253-680-8214
�
Stacey Burke, VP of Corporate Communications
253-680-8291
TRUEBLUE, INC.
SUMMARY CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited, in thousands, except per share data)
13 Weeks Ended | 39 Weeks Ended | ||||||||||||||
September�26, 2014 | September�27, 2013 | September�26, 2014 | September�27, 2013 | ||||||||||||
Revenue from services | $ | 633,365 | $ | 451,169 | $ | 1,482,655 | $ | 1,219,977 | |||||||
Cost of services | 473,766 | 327,641 | 1,103,914 | 897,937 | |||||||||||
Gross profit | 159,599 | 123,528 | 378,741 | 322,040 | |||||||||||
Selling, general and administrative expenses | 120,318 | 90,767 | 308,654 | 268,538 | |||||||||||
Depreciation and amortization | 9,719 | 4,771 | 20,126 | 15,133 | |||||||||||
Income from operations | 29,562 | 27,990 | 49,961 | 38,369 | |||||||||||
Interest and other income (expense), net | (409 | ) | 416 | 385 | 1,167 | ||||||||||
Income before tax expense | 29,153 | 28,406 | 50,346 | 39,536 | |||||||||||
Income tax expense | 8,243 | 9,454 | 11,696 | 9,124 | |||||||||||
Net income | $ | 20,910 | $ | 18,952 | $ | 38,650 | $ | 30,412 | |||||||
Net income per common share | |||||||||||||||
Basic | $ | 0.51 | $ | 0.47 | $ | 0.95 | $ | 0.76 | |||||||
Diluted | $ | 0.51 | $ | 0.47 | $ | 0.94 | $ | 0.75 | |||||||
Weighted average shares outstanding | |||||||||||||||
Basic | 40,793 | 40,330 | 40,701 | 40,085 | |||||||||||
Diluted | 41,038 | 40,670 | 40,971 | 40,395 | |||||||||||
TRUEBLUE, INC.
SELECTED FINANCIAL DATA
(Unaudited, in thousands)
13 Weeks Ended | |||||||||||||||
September�26, 2014 | September�27, 2013 | ||||||||||||||
Legacy TrueBlue | Seaton (1) | Total Company | Legacy TrueBlue | ||||||||||||
Revenue from services | $ | 484,729 | $ | 148,636 | $ | 633,365 | $ | 451,169 | |||||||
Adjusted EBITDA (2) | 34,932 | 6,688 | 41,620 | 33,394 | |||||||||||
Non-recurring acquisition costs (3) | 2,339 | 633 | |||||||||||||
EBITDA (2) | 39,281 | 32,761 | |||||||||||||
Depreciation and amortization | 9,719 | 4,771 | |||||||||||||
Interest income (expense), net | (409 | ) | 416 | ||||||||||||
Income before tax expense | $ | 29,153 | $ | 28,406 | |||||||||||
(1) Seaton was acquired effective June 30, 2014. Therefore, the comparative prior year amounts are not presented. | |||||||||||||||
(2) EBITDA and Adjusted EBITDA are non-GAAP financial measures. EBITDA excludes interest, taxes, depreciation and amortization from net income (loss). Adjusted EBITDA further excludes from EBITDA non-recurring costs related to the purchase, integration, reorganization and shutdown activities related to acquisitions. EBITDA and Adjusted EBITDA are key measures used by management in evaluating performance. EBITDA and Adjusted EBITDA should not be considered a measure of financial performance in isolation or as an alternative to income from operations in the Consolidated Statements of Operations in accordance with GAAP, and, as presented, may not be comparable to similarly titled measures of other companies. | |||||||||||||||
(3) Non-recurring acquisition costs for the 13 weeks ended September 26, 2014 related to the acquisition and integration of Seaton. The acquisition was completed effective June 30, 2014, the first day of our third quarter. The non-recurring acquisition costs for the prior year related to the acquisition and integration of TWC. | |||||||||||||||
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TRUEBLUE, INC.
SUMMARY CONSOLIDATED BALANCE SHEETS
(Unaudited, in thousands)
September�26, 2014 | December�27, 2013 | ||||||
Assets | |||||||
Current assets: | |||||||
Cash and cash equivalents | $ | 29,244 | $ | 122,003 | |||
Marketable securities | 1,746 | 14,745 | |||||
Accounts receivable, net | 310,926 | 199,519 | |||||
Other current assets | 35,629 | 20,191 | |||||
Total current assets | 377,545 | 356,458 | |||||
Property and equipment, net | 79,304 | 54,473 | |||||
Restricted cash and investments | 152,281 | 154,558 | |||||
Other assets, net | 391,597 | 153,972 | |||||
Total assets | $ | 1,000,727 | $ | 719,461 | |||
Liabilities and shareholders' equity | |||||||
Current liabilities | $ | 177,958 | $ | 121,409 | |||
Long-term debt | 174,950 | 29,656 | |||||
Other long-term liabilities | 207,853 | 175,036 | |||||
Total liabilities | 560,761 | 326,101 | |||||
Shareholders' equity | 439,966 | 393,360 | |||||
Total liabilities and shareholders' equity | $ | 1,000,727 | $ | 719,461 | |||
TRUEBLUE, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited, in thousands)
39 Weeks Ended | |||||||
September�26, 2014 | September�27, 2013 | ||||||
Cash flows from operating activities | |||||||
���Net income | $ | 38,650 | $ | 30,412 | |||
Adjustments to reconcile net income to net cash from operating activities | |||||||
Depreciation and amortization | 20,126 | 15,133 | |||||
Provision for doubtful accounts | 9,619 | 8,785 | |||||
Stock-based compensation | 8,902 | 6,428 | |||||
Deferred income taxes | 6,077 | (1,694 | ) | ||||
Other operating activities | (148 | ) | 1,213 | ||||
Changes in operating assets and liabilities, net of acquisition | |||||||
Accounts receivable | (26,391 | ) | (24,776 | ) | |||
Income taxes | (3,179 | ) | 6,580 | ||||
Other assets | (6,510 | ) | (4,703 | ) | |||
Accounts payable and other accrued expenses | (1,687 | ) | (6,728 | ) | |||
Accrued wages and benefits | 11,373 | 11,419 | |||||
Workers' compensation claims reserve | 532 | 2,785 | |||||
Other liabilities | 2,539 | 423 | |||||
Net cash provided by operating activities | 59,903 | 45,277 | |||||
Cash flows from investing activities | |||||||
Capital expenditures | (10,213 | ) | (10,350 | ) | |||
Acquisition of businesses, net of cash acquired | (307,972 | ) | (54,872 | ) | |||
Purchases of marketable securities | (25,057 | ) | (35,300 | ) | |||
Sales and maturities of marketable securities | 43,917 | 205 | |||||
Change in restricted cash and cash equivalents | 10,020 | (1,338 | ) | ||||
Purchases of restricted investments | (18,196 | ) | (9,175 | ) | |||
Maturities of restricted investments | 10,588 | 13,337 | |||||
Net cash used in investing activities | (296,913 | ) | (97,493 | ) | |||
Cash flows from financing activities | |||||||
Net proceeds from stock option exercises and employee stock purchase plans | 1,673 | 8,731 | |||||
Common stock repurchases for taxes upon vesting of restricted stock | (3,021 | ) | (2,653 | ) | |||
Proceeds from note payable | 186,994 | 34,000 | |||||
Payments on debt and other liabilities | (41,700 | ) | (8,115 | ) | |||
Other | 1,242 | 720 | |||||
Net cash provided by financing activities | 145,188 | 32,683 | |||||
Effect of exchange rates on cash | (937 | ) | (435 | ) | |||
Net change in cash and cash equivalents | (92,759 | ) | (19,968 | ) | |||
CASH AND CASH EQUIVALENTS, beginning of period | 122,003 | 129,513 | |||||
CASH AND CASH EQUIVALENTS, end of period | $ | 29,244 | $ | 109,545 | |||
TRUEBLUE, INC.
RECONCILIATION OF GAAP NET INCOME PER DILUTED SHARE TO
ADJUSTED NET INCOME PER DILUTED SHARE
(Unaudited, in thousands, except per share data)
13 Weeks Ended | |||||||
September�26, 2014 | September�27, 2013 | ||||||
GAAP Net income | $ | 20,910 | $ | 18,952 | |||
Non-recurring acquisition costs, net of income tax (1) | 1,404 | 380 | |||||
Adjusted Net income | $ | 22,314 | $ | 19,332 | |||
GAAP Net income per diluted share | $ | 0.51 | $ | 0.47 | |||
Non-recurring acquisition costs, net of income tax (1) | 0.03 | 0.01 | |||||
Adjusted Net income per diluted share (2) | $ | 0.54 | $ | 0.48 | |||
(1) Non-recurring acquisition costs for the current quarter related to the acquisition and integration of Seaton. The acquisition was completed on June 30, 2014, the first business day of our third quarter. The non-recurring acquisition costs for the prior year related to the acquisition and integration of TWC. The impact on net income per diluted share is net of income taxes at 40%. | |||||||
(2) Adjusted net income and adjusted net income per diluted share are non-GAAP financial measures which exclude non-recurring costs for the purchase, integration, reorganization, and shutdown activities related to acquisitions, and which is used by management in communicating comparable performance. Adjusted net income and adjusted net income per diluted share should not be considered measures of financial performance in isolation or as an alternative to net income and net income per share in the Consolidated Statements of Operations in accordance with GAAP, and, as presented, may not be comparable to similarly titled measures of other companies. | |||||||