Trueblue, Inc. · NYSE:TBI
Trueblue — Merger or Acquisition (May 2025)
22 slides from Trueblue's merger presentation, May 13, 2025
Slide 1: An Opportunity To Create an Industry Leading Franchisor of Staffing Services
a HiREQUEST INC: + [E] trueblue THE PEOPLE COMPANY? An Opportunity To Create an Industry Leading Franchisor of Staffing Services Focused on Profitability & Growth May 13, 2025
Slide 2: Converting TrueBlue's Branch Network into Franchises Creates Incremental Cash Flow and Value
HireQuest Believes Converting TrueBlue’s National Branch Network into Franchises Creates Significant & Immediate Incremental Cash Flow and Value
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 US. Private Securities Litigation Reform Act of 1995,
Slide 4: Important Additional Information
Important Additional Informat This communication does net 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 subject
Slide 5: Topics
—— TOPICS () Proposed Offer: Structure & Economics @ HireQuest: A Strong Foundation From Which to Build @) HireQuest + TrueBlue: An Industry Powerhouse @ Tender Offer & Process
Slide 6: Offer Summary
——- OFFER SUMMARY: + Offer Price: $7.50, representing a premium of 76% * Consideration: Common Shares of HQ! ("Combined Company” post-transaction), traded on NASDAQ * Structure: Intended to be Tax-Free under IRC Sec. 368 DEAL SUMMARY Immediate 76% Premium! + More Scale + Higher Margins + More Upside
Slide 7: Offer Summary: Structure, Premiums, Upside
——- OFFER SUMMARY: TRANSACTION STRUCTURE ATTRACTIVE PREMIUMS UPSIDE IN THE COMBINED ENTITY + $7.50 payable in HQI common shares * Provides for an immediate step-up in value ona tax-free basis + To the extent HQ] is able to engage with the Company in a negotiated transaction, HQI would be willing inc
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 = HQlI has submitted four offer letters to TrueBlue's Management and their Board of Directors since January
Slide 9: Topics
TOPICS (1) Proposed Offer: Structure & Economics @ HireQuest: A Strong Foundation From Which to Build HireQuest + TrueBlue: An Industry Powerhouse Tender Offer & Process
Slide 10: HireQuest - At a Glance
HIREQUEST - AT A GLANCE HireQuest @ TradeCorp SNELLING MRI 5 DaiverQuest * Aleading national franchisor of direct dispatch, executive search, and commercial staffing services + Profitable franchise-business model hn multiple growth drivers * Proprietary, purpose-built software supports franchisees W
Slide 11: Benefits of the Franchise Solution
——— BENEFITS OF THE FRANCHISE SOLUTION HirEQUEST FRANCHISE MODEL Incentive Alignment Expense Control Le for regional/middle aperating expenditu ‘cost payroll financing and w Enhanced Economic Resiliency Ina down market, Hirequest avc ined co: burden typical of corporate models Franchisees absorb loc
Slide 12: Better Approach to the Industry
——— BETTER APPROACH TO THE INDUSTRY HrreQuest has a proven track recordof errploying M&.A to create shareholder value and has cornpleted over 15 REVENUE UP 2.5x vs. 2020 transactions since 2019 ADJUSTED EBITDA’ UP 1.7x vs. 2020 $161 UP 2.1x vs. 2020 $96
Slide 13: Resilient Performance Even in Challenging Markets
——— RESILIENT PERFORMANCE EVEN IN CHALLENGING MARKETS PROVEN, PROFITABLE GROWTH $605 $564 $372 grag 46% STRATEGY | = SOR ig 34% ISH FLEXIBLE & HIGHLY SCALABLE OPERATIONS 9. DILUTED EP. i i CONSISTENT PROFITABILITY ACROSS ECONOMIC CYCLES made! provides downide prot Challenging economic environments H
Slide 14: Topics
—— TOPICS (1) Proposed Offer: Structure & Economics ) HireQuest: A Strong Foundation From Which to Build ® HireQuest + TrueBlue: An Industry Powerhouse @ Tender Offer & Process
Slide 15: TrueBlue Overview
=——- TRUEBLUE OVERVIEW TrueB lue's financid performance has showna clear pattern of deterioration over the last decade Historical Poor Financial Performance Revenue Decline: TrueBlue’ revenue peaked at * E578 bilion in 2016 and has since declined by 57% ing $157 billion in 2024 + EBITDA Collapse EBI
Slide 16: The Franchise Model Addresses TrueBlue's Challenges
—— THE FRANCHISE MODEL ADDRESSES TRUEBLUE’S CHALLENGES. HiREQuEST High Fixed Costs ‘STREAMLINED & FLEXIBLE COST STRUCTURE Trutlue re sruggled 9 reiondize ts ces inthe foe of ecereric Sf Uremnany edckdiningrevenes 3 Feop icprcng oswell Operational Complexity PeogleRectys cnerctions req.ure substartia
Slide 17: Driving Value for Shareholders
Franchise model reduces operational complexity and DRIVING VALUE FOR ch SHAREHOLDERS volatility es menage their own orench qoerations elimineting the need for large andl erhecoloperctions — From expers Unlock the untapped value in TrueBlue's existing branch network igh margin ongcing ing meceirgfU i
Slide 18: Topics
—— TOPICS (1) Proposed Offer: Structure & Economics @) HireQuest: A Strong Foundation From Which to Build HireQuest + TrueBlue: An Industry Powerhouse @ Tender Offer & Process
Slide 19: Tender Offer & Process
—— TENDER OFFER & PROCESS HreQuest believes the time is rigft for this strategic combination to happen HAI 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 multiple offers, HQI is no long
Slide 20: Appendix
Appendix Reconciliation of Non-GAAP Financial Measures
Slide 21: Reconciliation of Non-GAAP Financial Measures
———- RECONCILIATION OF NON-GAAP FINANCIAL MEASURES. Recon: ion of Net Income to Adjusted Net Income Amriaton ef cqied image nts {Geodnit anerrede ese mpeet Argan elated gang cares mt fet often) Aguseéomincane Aun otincome pr sighed avenge td sce DecesberS SET December 3S @ 234 2.83 aa 1) These ee th
Slide 22: Reconciliation of Non-GAAP Financial Measures (cont'd)
—— RECONCILIATION OF NON-GAAP FINANCIAL MEASURES (cont'd): Reconciliation of SG&A to Adjusted SGaA, Nera campeon epee) 1345 ‘AguaeasGaca TTT Reconciliation of income from Operations to Adjusted Income from Operations (oot DecexberSh Sd DecemberSL SSS December 1.2037 December, TOT] Deember 3 SO Tiean