Trueblue, Inc. · NYSE:TBI
Trueblue — Merger or Acquisition (June 2014)
19 slides from Trueblue's merger presentation, Jun 2, 2014
Slide 1: Acquisition of Seaton
Acquisition of Seaton June 2, 2014
Slide 2: 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 ide
Slide 3: Acquisition Structure
Acquisition Structure Purchase price of $310 million to acquire 100% of Seaton’s equity including tax assets with a net present value of ~$20 million − ~7.8x forward twelve months Adjusted EBITDA purchase multiple, net of acquired tax asset (1) Funded via $120 million cash and $190 million debt
Slide 4: Seaton Business Overview
Operates through leading branded offerings − Staff Management (OWM and MSP) − PeopleScout / HRX (RPO) − StudentScout (APO) Leading proprietary technology $606 million 2013 revenue and over 140 clients served Founded in Chicago in 1988 1,600 employees Blue-Chip Customer Base 2013 Gross Prof
Slide 5: Seaton Service Solutions and Client Benefits
“RPO for education” screening prospective students for higher education Admissions Process Outsourcing (APO) Outso u rc ed S erv ic e Sol u tio n Cli ent Ben efit s • Outsourcing of a facility’s industrial labor requirements • Outsourcing of entire location or flexible portion of workforce • Onsite
Slide 6: Long-Term Growth in Attractive Markets
Long-Term Growth in Attractive Markets Increase service offerings and new geographic markets to meet more customer needs Expand into high growth, complementary human capital markets Expand leadership position in industrial staffing Enhance Value-Added Solutions Broaden the suite of human c
Slide 7: TrueBlue + Seaton: Stronger Together
TrueBlue + Seaton: Stronger Together Increases Scale in an Attractive Market Enter High Growth RPO Market Compelling Financial Characteristics 6
Slide 8: Exceptional Leadership, Expertise and Synergies
• Brings together two highly effective and respected management teams with track records of operational excellence Exceptional Leadership • Sourcing, screening and onboarding of permanent employees • Sourcing, screening, onboarding and management of contingent workforce • International expansion opp
Slide 9: Largest US Industrial Staffing Company
Rank Company 2012 US Revenue 1 $1,740m 2 Aerotek (Allegis Group) $1,657 3 Express Employment $1,647 4 Manpower $1,600 5 Select Staffing $1,538 6 Kelly Services $1,341 7 Randstad $1,202 8 Recruit $1,080 Long-term customer relationships Nationally centralized recruiting and service On-site deliv
Slide 10: Leader in Rapidly Growing RPO Market
Rank Company Positions Filled Annually 1 250,000 2 Aon Hewitt 200,000 3 Manpower 165,000 4 ADP - The RightThing 160,000 5 Pinstripe & Ochre House 105,000 6 Adecco - Pontoon 100,000 7 Randstad - Sourceright 90,000 Leader in Rapidly Growing RPO Market 5 Year – Top 10 Provider RPO Leader / Major Conten
Slide 11: Key Reasons for a Seamless Combination
Staffing Solutions Strong alignment of cultures Complementary service offerings don’t compete with one another Experienced management teams of both companies will remain in place TrueBlue has a decade long track record of successful acquisitions Outsourcing Solutions Key Reasons for a Seamle
Slide 12: Seaton Leadership Team
Name and Title Background Patrick Beharelle Chief Executive Officer, Seaton • Joined Seaton in 2008 as COO; promoted to CEO in 2009 • Previously held senior level positions at Spherion and Accenture • Named to List of 100 Influential People in Staffing Industry Joan Davison President, Staff Manageme
Slide 13: Pro Forma Revenue, Gross Profit and Adjusted EBITDA
$1,316 $1,390 $1,669 $430 $500 $606 $1,746 $1,890 $2,275 $0 $500 $1,000 $1,500 $2,000 $2,500 2011 2012 2013 TrueBlue Seaton ($ in millions) Revenue Gross Profit Adjusted EBITDA ($ in millions) ($ in millions) $348 $372 $442 $69 $82 $95 $417 $454 $537 $0 $100 $200 $300 $400 $500 $600 2011 2012 2013 T
Slide 14: Pro Forma 2014E and 2015P Financials and Outlook
2014E 2014E 2015P 2015P Company SECOND CITY Pro Forma Company SECOND CITY Pro Forma GAAP Revenue $1,838.3 $689.9 $2,528.2 $1,960.0 $763.0 $2,723.0 Cost of Services 1,356.8 580.4 1,937.2 1,444.3 640.8 2,085.1 Gross Profit $481.5 $109.5 $591.0 $515.7 $122.2 $637.9 Operating Expenses 376.2 72.4 448.6 3
Slide 15: Seaton Long-Term Growth in Attractive Markets
Seaton Long-Term Growth in Attractive Markets Increase service offerings to meet more customer needs Expand into high growth, complementary human capital markets Expand leadership position in industrial staffing Enhance Value-Added Solutions Broaden the suite of human capital sol
Slide 16: Appendix
APPENDIX TRUEBLUE
Slide 17: Q2 2014E Guidance
Q2 2014E Revenue $451 – $457 EPS $0.22 – $0.26 Discussion Points Estimated total revenue growth of 7 – 8%, reflecting: Impact of Q1 weather on economic conditions Delays in construction projects Includes $4 million, or $0.06 per share, of non-recurring costs for the Seaton acquisition Does
Slide 18: Non-GAAP Financial Measures
Management believes that certain non-GAAP financial measures may be useful in certain instances to provide additional meaningful comparisons between current results for the company, current results for Seaton, and current results on a pro-forma basis of the combined operations of the company and Sea
Slide 19: Reconciliation of GAAP Operating Income to EBITDA and Adjusted EBITDA
TrueBlue 2011 Seaton 2011 (2) Combined TrueBlue 2012 Seaton 2012 (2) Combined TrueBlue 2013 Seaton 2013 (2) Combined Seaton Q3 2014E – Q2 2015E Operating Income $48 $12 $60 $53 $13 $66 $60 $8 $68 $16 - $20 Depreciation and Amortization $16 $7 $23 $19 $8 $27 $20 $15 $35 $16 EBITDA (1) $64 $19 $83 $72