Slide 1: An Opportunity To Create an Industry Leading Franchisor of Staffing Services
An Opportunity To Create an Industry Leading Franchisor of Staffing Services Focused on Profitability & Growth May 13, 2025
Slide 2: Converting TrueBlue's National Branch Network into Franchises Creates Significant Value
HireQuest Believes Converting TrueBlue’s National Branch Network into Franchises Creates Significant & Immediate Incremental Cash Flow and Value 1
Slide 3: Forward-looking Statements
Forward-looking Statements This presentation includes, and HireQuest’s officers and other representatives may sometimes make or provide certain estimates and other forward-looking statements within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995
Slide 4: Important Additional Information
Important Additional Information This communication does not constitute an offer to buy or solicitation of an offer to sell any securities. This communication relates to a proposal that HireQuest has made for a business combination transaction with TrueBlue. In furtherance of this proposal and subje
Slide 5: Topics
TOPICS Proposed Offer: Structure & Economics HireQuest: A Strong Foundation From Which to Build HireQuest + TrueBlue: An Industry Powerhouse Tender Offer & Process 4
Slide 6: Offer Summary and Deal Summary
OFFER SUMMARY ▪ Offer Price: $7.50, representing a premium of 76%1 ▪ Consideration: Common Shares of HQI (“Combined Company” post-transaction), traded on NASDAQ ▪ Structure: Intended to be Tax-Free under IRC Sec. 368 DEAL SUMMARY Immediate 76% Premium 1 + More Scale + Higher Margins + More Upside Po
Slide 7: Offer Summary
OFFER SUMMARY TRANSACTION ATTRACTIVE UPSIDE IN THE STRUCTURE PREMIUMS COMBINED ENTITY ▪ $7.50 payable in HQI common ▪ Offer price of $7.50 per share ▪ A combination of HireQuest shares represents a substantial and TrueBlue would unlock premium for TrueBlue’s significant value in TrueBlue’s ▪ Provide
Slide 8: Offer Summary: History of Our Interest
OFFER SUMMARY: HISTORY OF OUR INTEREST ▪ We have been convinced of the potential value of a business combination for a long time and have been actively pursuing a transaction for two years ▪ HQI has submitted four offer letters to TrueBlue’s Management and their Board of Directors since January 2025
Slide 9: Topics
TOPICS Proposed Offer: Structure & Economics HireQuest: A Strong Foundation From Which to Build HireQuest + TrueBlue: An Industry Powerhouse Tender Offer & Process 8
Slide 10: HireQuest – At a Glance
HIREQUEST – AT A GLANCE ▪ A leading national franchisor of direct dispatch, executive search, and 15+ commercial staffing services Acquisitions National Reach, ▪ Profitable franchise-business model with multiple growth drivers 400+ Local Ownership ▪ Proprietary, purpose-built software Locations 300+
Slide 11: Benefits of the Franchise Solution
BENEFITS OF THE FRANCHISE SOLUTION FRANCHISE MODEL Traditional Staffing Model Incentive Alignment Fluctuating Compensation ▪ Franchisees are owners and drive branch-level ▪ Difficult to incentivize employees profitably - variable performance and management expectations compensation structures across
Slide 12: Better Approach to the Industry
BETTER APPROACH TO THE INDUSTRY HireQuest has a proven track record of employing M&A to create shareholder value and has completed over 15 transactions since 2019 SYSTEM-WIDE SALES REVENUE UP 2.7x vs. 2020 $563.6 UP 2.5x vs. 2020 $34.6 $212.8 $13.8 2020 2024 2020 2024 ADJUSTED EBITDA1 ADJUSTED EBITD
Slide 13: Resilient Performance Even in Challenging Markets
RESILIENT PERFORMANCE EVEN IN CHALLENGING MARKETS SYSTEM-WIDE SALES REVENUE ADJ. SG&A1 as % of SWS PROVEN, PROFITABLE GROWTH $605 $564 $37.9 $34.6 4.6% $31.0 4.0% STRATEGY $472 3.1% 3.4% 3.5% $354 $22.5 ▪ Combining disciplined M&A with organic franchise $213 $13.8 expansion has enabled HireQuest to
Slide 14: Topics
TOPICS Proposed Offer: Structure & Economics HireQuest: A Strong Foundation From Which to Build HireQuest + TrueBlue: An Industry Powerhouse Tender Offer & Process 13
Slide 15: TrueBlue Overview
TRUEBLUE OVERVIEW TrueBlue’s financial performance has shown a clear pattern of deterioration over the last decade Historical Poor Financial Performance Historical Revenue & EBITDA Trends ▪ Revenue Decline: TrueBlue’s revenue peaked at $2,800 190 $2.75 billion in 2016 and has since declined by 57%,
Slide 16: The Franchise Model Addresses TrueBlue's Challenges
THE FRANCHISE MODEL ADDRESSES TRUEBLUE’S CHALLENGES Challenges facing Solutions High Fixed Costs STREAMLINED & FLEXIBLE COST STRUCTURE TrueBlue has struggled to rationalize its costs in the ▪ Franchise model enables significant operating leverage and flexibility face of economic uncertainty and decl
Slide 17: Driving Value for Shareholders
Franchise model reduces operational complexity and DRIVING VALUE FOR volatility SHAREHOLDERS − Franchisees manage their own branch operations eliminating the need for large and expensive overhead operations Unlock the untapped value in TrueBlue’s existing branch network − Franchised branches generat
Slide 18: Topics
TOPICS Proposed Offer: Structure & Economics HireQuest: A Strong Foundation From Which to Build HireQuest + TrueBlue: An Industry Powerhouse Tender Offer & Process 17
Slide 19: Tender Offer & Process
TENDER OFFER & PROCESS HireQuest believes the time is right for this strategic combination to happen HQI is convinced of the value creation opportunity of a business combination with TrueBlue and is committed to pursuing a successful transaction. After two years and Commitment multiple offers, HQI i
Slide 20: Appendix
Appendix Reconciliation of Non-GAAP Financial Measures
Slide 21: Reconciliation of Non-GAAP Financial Measures
RECONCILIATION OF NON-GAAP FINANCIAL MEASURES Reconciliation of Net Income to Adjusted Net Income Year ended (in thousands, except per share data) December 31, 2024 December 31, 2023 December 31, 2022 December 31, 2021 December 31, 2020 Net income $ 3,672 $ 6,135 $ 12,458 $ 11,850 $ 5,359 Amortizati
Slide 22: Reconciliation of Non-GAAP Financial Measures (cont'd)
RECONCILIATION OF NON-GAAP FINANCIAL MEASURES (cont’d) Reconciliation of SG&A to Adjusted SG&A Year ended (in thousands) December 31, 2024 December 31, 2023 December 31, 2022 December 31, 2021 December 31, 2020 SG&A $ 21,406 $ 24,448 $ 12,874 $ 13,328 $ 8,700 Net workers' compensation expense (benef