tbi-20210926

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended: September 26, 2021

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number: 001-14543

____________________________________

TrueBlue, Inc.

(Exact name of registrant as specified in its charter)

______________________________________

Washington

91-1287341

(State of incorporation)

(I.R.S. employer identification no.)

1015 A Street, Tacoma, Washington 98402

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (253) 383-9101

______________________________________

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


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock, no par value	TBI	New York Stock Exchange

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 ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☐

Accelerated filer

☒

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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

As of October 15, 2021, there were 35,480,624 shares of the registrant’s common stock outstanding.

TrueBlue, Inc.

Table of Contents


		Page
PART I. FINANCIAL INFORMATION
Item 1.	Consolidated financial statements (unaudited)	3
	Consolidated Balance Sheets	3
	Consolidated Statements of Operations and Comprehensive Income (Loss)	4
	Consolidated Statements of Cash Flows	5
	Notes to consolidated financial statements	6
Item 2.	Management’s discussion and analysis of financial condition and results of operations	15
Item 3.	Quantitative and qualitative disclosures about market risk	31
Item 4.	Controls and procedures	31

PART II. OTHER INFORMATION
Item 1.	Legal proceedings	32
Item 1A.	Risk factors	32
Item 2.	Unregistered sales of equity securities and use of proceeds	39
Item 3.	Defaults upon senior securities	40
Item 4.	Mine safety disclosures	40
Item 5.	Other information	40
Item 6.	Index to exhibits	40

	Signatures	41

Page - 2

Table of Contents

PART I. FINANCIAL INFORMATION


Item 1.			CONSOLIDATED FINANCIAL STATEMENTS

TRUEBLUE, INC.

CONSOLIDATED BALANCE SHEETS

(unaudited)


(in thousands, except par value data)	September 26, 2021		December 27, 2020
ASSETS
Current assets:
Cash and cash equivalents	$	49,173	$	62,507
Accounts receivable, net of allowance of $3,964 and $2,921	330,705		278,343
Prepaid expenses and other current assets	27,158		26,137
Income tax receivable	10,473		11,898
Total current assets	417,509		378,885
Property and equipment, net	86,414		71,734
Restricted cash and investments	223,832		240,534
Deferred income taxes, net	29,554		30,019
Goodwill	94,615		94,873
Intangible assets, net	23,769		28,929
Operating lease right-of-use assets, net	58,453		65,940
Workers’ compensation claims receivable, net	59,240		52,934
Other assets, net	16,406		16,729
Total assets	$	1,009,792	$	980,577
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable and other accrued expenses	$	62,706	$	58,447
Accrued wages and benefits	89,870		122,657

Current portion of workers’ compensation claims reserve	60,936		66,007

Current operating lease liabilities	12,650		13,938
Other current liabilities	12,622		7,918
Total current liabilities	238,784		268,967
Workers’ compensation claims reserve, less current portion	197,633		189,486


Long-term deferred compensation liabilities	27,915		26,361
Long-term operating lease liabilities	56,875		54,797

Other long-term liabilities	2,909		3,776
Total liabilities	524,116		543,387

Commitments and contingencies (Note 6)

Shareholders’ equity:
Preferred stock, $0.131 par value, 20,000 shares authorized; No shares issued and outstanding	—		—
Common stock, no par value, 100,000 shares authorized; 35,455 and 35,493 shares issued and outstanding	1		1
Accumulated other comprehensive loss	(15,634)		(14,828)
Retained earnings	501,309		452,017
Total shareholders’ equity	485,676		437,190
Total liabilities and shareholders’ equity	$	1,009,792	$	980,577

See accompanying notes to consolidated financial statements

Page - 3

Table of Contents

TRUEBLUE, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

(unaudited)


	Thirteen weeks ended				Thirty-nine weeks ended
(in thousands, except per share data)	September 26, 2021		September 27, 2020		September 26, 2021		September 27, 2020
Revenue from services	$	577,031	$	474,530	$	1,551,692	$	1,327,726
Cost of services	430,529		364,066		1,158,148		1,007,878
Gross profit	146,502		110,464		393,544		319,848
Selling, general and administrative expense	118,748		90,100		326,657		304,681
Depreciation and amortization	6,426		7,652		20,405		24,002
Goodwill and intangible asset impairment charge	—		—		—		175,189
Income (loss) from operations	21,328		12,712		46,482		(184,024)


Interest expense and other income, net	581		(174)		1,880		(323)
Income (loss) before tax expense (benefit)	21,909		12,538		48,362		(184,347)
Income tax expense (benefit)	3,267

SEC Form 10-Q filed by TrueBlue, Inc.