tbi-20210627

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: June 27, 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 July 12, 2021, there were 35,503,472 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	14
Item 3.	Quantitative and qualitative disclosures about market risk	30
Item 4.	Controls and procedures	30

PART II. OTHER INFORMATION
Item 1.	Legal proceedings	31
Item 1A.	Risk factors	31
Item 2.	Unregistered sales of equity securities and use of proceeds	38
Item 3.	Defaults upon senior securities	39
Item 4.	Mine safety disclosures	39
Item 5.	Other information	39
Item 6.	Index to exhibits	39

	Signatures	40

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)	June 27, 2021		December 27, 2020
ASSETS
Current assets:
Cash and cash equivalents	$	105,234	$	62,507
Accounts receivable, net of allowance of $3,843 and $2,921	292,731		278,343
Prepaid expenses and other current assets	24,439		26,137
Income tax receivable	10,121		11,898
Total current assets	432,525		378,885
Property and equipment, net	82,079		71,734
Restricted cash and investments	224,649		240,534
Deferred income taxes, net	29,371		30,019
Goodwill	94,950		94,873
Intangible assets, net	25,324		28,929
Operating lease right-of-use assets, net	55,316		65,940
Workers’ compensation claims receivable, net	57,194		52,934
Other assets, net	16,660		16,729
Total assets	$	1,018,068	$	980,577
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable and other accrued expenses	$	52,116	$	58,447
Accrued wages and benefits	136,675		122,657

Current portion of workers’ compensation claims reserve	60,032		66,007

Current operating lease liabilities	12,344		13,938
Other current liabilities	13,371		7,918
Total current liabilities	274,538		268,967
Workers’ compensation claims reserve, less current portion	194,863		189,486


Long-term deferred compensation liabilities	27,408		26,361
Long-term operating lease liabilities	52,987		54,797

Other long-term liabilities	3,042		3,776
Total liabilities	552,838		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; 35,510 and 35,493 shares issued and outstanding	1		1
Accumulated other comprehensive loss	(14,338)		(14,828)
Retained earnings	479,567		452,017
Total shareholders’ equity	465,230		437,190
Total liabilities and shareholders’ equity	$	1,018,068	$	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				Twenty-six weeks ended
(in thousands, except per share data)	June 27, 2021		June 28, 2020		June 27, 2021		June 28, 2020
Revenue from services	$	515,955	$	358,944	$	974,661	$	853,196
Cost of services	379,487		275,719		727,619		643,812
Gross profit	136,468		83,225		247,042		209,384
Selling, general and administrative expense	110,508		97,200		207,909		214,581
Depreciation and amortization	7,017		7,256		13,979		16,350
Goodwill and intangible asset impairment charge	—		—		—		175,189
Income (loss) from operations	18,943		(21,231)		25,154		(196,736)


Interest expense and other income, net	724		(412)		1,299		(149)
Income (loss) before tax expense (benefit)	19,667		(21,643)		26,453		(196,885)
Income tax expense (benefit)	3,783		(13,475)		3,671		(38,223)
Net income (loss)

SEC Form 10-Q filed by TrueBlue, Inc.