Good afternoon. My name is Mike and I will be your conference operator today. At this time, I’d like to welcome everyone to the Q2 2016 TrueBlue Earnings Conference Call. All lines have been placed on mute to prevent any background noise. After the speakers' remarks there will be a question-and-answer session. [Operator Instructions] I will now turn the call over to Derrek Gafford, TrueBlue’s CFO, you may begin your conference.

Good afternoon, everyone. Here with me is CEO Steve Cooper. Before I begin, I want to remind everyone that any forward-looking statements made by management during today's call are subject to the Safe Harbor statements found in TrueBlue's press release and SEC filings. Any forward-looking statements in today's call speak only as of the date of which they are made and we assume no obligation to update or revise any forward-looking statements. The company's second quarter earnings release and related financial information are available on TrueBlue's corporate website at www.trueblue.com under the Investor Relations section. This call is being recorded and a replay will be available on the Company's website. The discussion today contains non-GAAP measurements including but not limited to adjusted net income, adjusted earnings per share and adjusted EBITDA. Adjusted net income excludes the following from net income or losses. Acquisition and integration costs, amortization of intangible assets, accretion expense related to acquisition earn outs, goodwill and intangible asset impairment charges, third-party processing fees associated with the work opportunity tax credit, and also adjust income taxes to our ongoing expected rate of 32%. Adjusted net income and diluted shares are used to calculate adjusted EPS. Adjusted EBITDA further excludes depreciation, interest and income taxes from adjusted net income. These are measurements used by management in assessing performance and in our opinion provide investors with additional insight on the underlying trends of the business. Please refer to the non-GAAP reconciliation on our Investor Relation’s website for a complete perspective of both current and historical periods. I’ll now turn the call over to Steve.

Thank you, Derrek. Good afternoon, everyone. Today, we reported our 2016 second quarter revenue grew 7% to $673 million. Adjusted EBITDA of $37 million was comparable to a year ago. Adjusted EBITDA for the quarter exceeded our expectations. Revenue trends continued to be mixed during the quarter just as we saw in Q1. However, we managed and scaled our cost appropriately during the quarter and we are pleased with how our teams have continued to improve the spread between our bill rates and our pay rates. We have definitely taken the right steps to preserve our profit margin and continue producing long-term growth for our shareholders. Our outlook for the third quarter includes adjusted EBITDA growth of approximately 20% on revenue growth of 6%. I am pleased with the actions we have taken in our business this year that have put us in a position to provide an outlook of 20% adjusted EBITDA growth in Q3. I want to share five areas impacting our results today and the outlook that we’ve provided. First, revenue trends are mix with both some positive and some soft spots. Second, gross margin improvement which relates to both the bill rate increases and positive business mix changes, third, cost containment measures implemented this year-to-date show our Q3 SG&A outlook more inline with our current revenue outlook, fourth, the services provided to our largest customer have met or exceeded our revised expectations following the change and scope of services we announced in April of 2016 and fifth, the recent acquisitions are performing better than expected. The first area that I would like to cover, revenue trends have been mixed with both some positives and some soft spots during the past few months. On a positive note, our managed services businesses of RPO, that’s the recruitment process…

Thanks Steve. I’ll start off by giving an overview of the key aspects of our results this quarter and then provide additional color on our operating trends. Net loss was $64 million for the quarter. Included in our results is a non-cash goodwill and intangible asset impairment charge of $99 million, which is equivalent to $80 million net of tax or $1.91 per share. $57 million of the pretax charge is within the staff management reporting unit related to a change in scope of services with our largest customer which was reported by TrueBlue in April 2016. The remaining impairment charge occurred within the PlaneTechs and Hrx reporting units in connection with outlook changes reflecting recent economic and industry trends. Our adjusted EBITDA of $37 million was above the upper end of our previous outlook while total revenue growth of 7% was near the low end of our previous outlook. Strong progress on the spread between bill and pay rates have total gross profit dollars towards the midpoint of our previous outlook. And disciplined cost management further contributed to adjusted EBITDA results. These actions help position us for adjusted EBITDA growth and margin expansion in Q3 this year, which I’ll cover later in my discussion versus the flat growth and 50 basis points of margin contraction in Q2 this year. Total revenue grew by 7% while organic revenue declined by 1%. Excluding our largest customer, organic revenue grew by 2%. Staffing Services continued to experience a moderate pace of demand while managed services delivered another strong set of results. Revenue for the Staffing Services segment was up 4% or down 2% on an organic basis. Revenue with our largest customer was down versus prior year, but met our expectations for the quarter. Excluding our largest customer, organic revenue grew by…

[Operator Instructions] Your first question is from Jeff Silber from BMO Capital Markets.

Thank you so much. Last quarter you provided annual guidance, I am wondering if you can read into that I am still comfortable with what you gave in the last quarter.

Hi, good afternoon Jeff. We are not making any update to guidance for this year. While we did update it last quarter because of the event with Amazon. Our intentions weren’t originally to update that guidance and we just thought that we needed to last quarter because of that event and we are going back to giving quarterly guidance. So, no reaffirmation of that guidance today.

Okay, understand. Can you talk about monthly trends and your two divisions and any color you can give us on how things are going on in July so far would be great? Thanks.

Sure. It was, in our Staffing Services group, if we just take a look through the quarter there wasn’t much inflection point in those organic revenue trends that we just shared. It was pretty steady state at least on an aggregate basis, certainly different things going on in different geographies. But pretty steady state on a monthly trend basis and really the same went for the managed services group. The guidance that we’ve given overall today is pretty close with the results that we gave - that we reported here in Q2. So the outlook that we’ve got to come in this July is really directionally an alignment with results we just reported and very consistent with the guidance that we’ve given for the third quarter.

Okay, great. That’s helpful and then, just a couple numbers questions. What share counts is embedded in your 3Q EPS guidance? And what we should be – we’d be modeling for capital spending for the year? Thanks so much.

Yes, share count will be little under $42 million, call it, $41.8 million-ish and CapEx we are looking at $5 million-ish for Q3 which is really about the pace that we’ve been on as we move through the first half of the year.

Okay, great. Thanks so much.

The next question is from Randy Reece from Avondale Partners.

Afternoon.

Afternoon, Randy.

First of all, I wanted to check on the impairment, it seems like you had some cushion at the end of last year as far as the goodwill value on PlaneTech, so I was just wondering what’s happened in the first half of this year that led to an impairment.

Sure, well, PlaneTech has been one that we’ve been disclosing in the SEC filings, that’s been in there most consistently. There might have been a year here there that it wasn’t as far as to this the headroom being less than 20% and when you say cushion I am referring to headroom, that’s in regards to the assessment of what the enterprise value is at that point in time in comparison with the current value of the assets on the books in that comparison. Related to the thing with PlaneTech is, PlaneTech has been running in the $90 million-ish of revenue range and it’s like each quarter, each year we’ve had a larger project generally tied somehow to Boeing. And as we enter this year, there has just not any really projects in that division and so, year-to-date we are running where we were last year and our own forecast. We are talking maybe about $10 million or $15 million less than we did last year. That’s in our – no change in our run rates to the first two quarters, but as we took a look at the outlook for the rest of the year combined with where we stand at the middle of the year, that seemed appropriate to make an assumption that’s going to be the trend for this year and at least in our modeling out into the future with the modeled growth rate.

No real changes, Randy, there in the operation and we are still set to ramp up and do those projects. We just don’t have one currently in place and that really changed the way that valuation looked.

Okay and – did the – was there a significant difference in revenue versus expectations in the regular staffing lines versus the outsourced workforce management business in the second quarter?

Yes, no we were – overall, the company was about, down about maybe at the lower port of our guidance range. So, maybe $10 million less than had we’ve been talking about the midpoint of the range earlier. A little bit more than that staffing services, because managed services came in better. If you break that down a bit, really the organic piece of the on-premise business came in really right as we had expected. I talked about SIMOS, our acquisition being down a little bit because of some customer implementations that – nothing to read into there and then, the rest of the business is really filling that gap in our base business been a bit softer. That’s a primary reason that growth came in a point or few less this quarter.

You consolidated some branches this quarter and in the past you’ve had some concerns I guess about losing – having some revenue they get whenever you consolidated branches, have you done anything strategically or tactically to kind of stall that potential?

Yes, we haven’t consolidated very many and we are still going to be careful. It’s really technology-driven and adding recruiters are the two things that give us the confidence to consolidate branches. Overall, we are combining teams to working larger groups and units to cover for each other and so, if there is an area that has three branches that have been working together there might have been some confidence that the recruiting efforts are strong in aside of the nearby branches, that’s a branch could be consolidated. Really going forward, the way we are looking at it is, is if we have other methods to find do our recruiting and find our people that the branch would be the least preferable and so as we bring on our new technology and our mobile apps in – late here in 2016 and we see it running well in 2017. That could be a large driver of consolidation and we are seeing great results where that’s up and running and the amount of reach that it has to pull people out of the market without having to come to a branch. So, that’s our thought process there as we can limit the traffic inside of a branch then we can consolidate the team and really recruit a different kind of our person at our team to do the work less transactional and more professional recruiting and meeting the needs of the customers.

Do you have a feel or an actual number for how much of the country you are covering with your – let’s say mobile model?

I really don’t – it’s up and running well in thirty branches and another thirty we’ve got to start it, but we’ve had a little bit of a delay here this quarter to ensure that it’s scalable and that we don’t get out there and then people get frustrated with the speed. So we’ve had just a little bit of a slowdown here to ensure the speed drive. There is no long-term trouble there. It will be up and running by the end of the fourth quarter. I’ll have more to share with you definitely as we go into the first quarter.

Great. Thank you very much.

The next question is from Mark Marcon with RW. Baird.

Good afternoon. Wondering if you could talk a little bit about some of the regional differences that you saw like, to what extent are they driven by some of the overall vertical trends that you mentioned as opposed to something that might be specifically occurring in those markets? So when you mentioned the northeast and the west slowing, what exactly is driving that?

Well, I think a piece of what’s going on, on the West Coast that we are seeing is, and we saw this the last time minimum wage went into the effect, but this is largely being driven by California, little bit of softness in Washington State. But, when the minimum wage went into effect this year, really that’s moving the pay rate up and the associated burden caused by – let’s call it 15%. Pretty large increase from employers, when we lived through the same exercise in the middle of 2014, we saw about six months where the revenue trends, whatever growth rate we were on had some level of deceleration. So, we’ve seen that again here for the first six months of with California. And you could pretty much say minimum wage went into effect at this point in time and then laid the two lines of the revenue trends over one another and they look almost identical. The really question is what happens as we go into Q3 and months seven through nine when we did it through with California, we started seeing balance, meaning a revenue trend starting to inflect upwards from the previous trend and I suspect that we will see something similar here as we work through this time around. The south – the east and southwest have been different story for us. The southeast has just stayed nice and steady for us, mid single-digits, upper single-digits, in some areas double-digits. The southwestern Texas is more probably a little bit more story of recovering from some drop-off from energy. If we were talking about the southwest for us, primarily Texas, we were probably down about 15% year-over-year in the third quarter and each quarter of that as we’ve anniversary those comps, those that decline has gotten less and less and then we emerge into growth as we ended this quarter and came into the third quarter. So, that’s a little bit of color around those trends.

Great and the northeast, is that the same sort of dynamic as the west coast or was it something different?

I think that was been a bit different, you know what I am talking about is, weakening is not – that is dropping off, but we had some very, very strong growth, still have good growth there, particularly in skilled trace, it’s more just about an inflection of it not being as high as it used to be. So it’s not an overly weak area for us. It’s actually performing at a pretty decent level. It’s just not at the same level of growth that it was before. So, I don’t know that there is a real callout there, Mark.

Okay, great, Derrek. And with regards to Amazon, you mentioned that it’s going to do a little bit better than your revised expectations. Can you give a little more color there in terms of exactly what’s going on in the ground and how materially different the results or your expectations are now relative to at the end of the last quarter for the balance of the year?

Yes, it’s not material, but it’s – what’s the nice part is, they are doing what they said they would do and we are participating at those levels. It’s – the materiality that might be that we are six months ahead of where we thought would be and so we really haven’t adjusted our outlook based on these trends, but it’s nice to see that the expectations that we gave in April are – that they weren’t unreasonable and this account is going to go forward from here and that it was just truly some adjustments with strategy and not something deeper there. So, that’s the most important part about that. That news is the relationship is sound. They are moving forward, we are hitting their new expectations. They are moving quickly on their new strategies and we are performing well on that.

Are you seeing some of those local distribution centers really pick up at this point?

Yes, they are ramping enough fairly fast and it’s delivery stations what they call them and they intend to use more and more of those, so they can get the delivery down and control it on their timeframe.

Derrek, how big is that coming for you at this point?

Well, it’s – we are anticipating it to be about a $50 million run rate by the time we got to next – to hold that $200 million forecast up, we needed about $50 million in that business. So, we are on track to get the performance level a little bit ahead of it right now.

It’s great to hear. And then, with regards to the adjustments in terms of the expenses, you mentioned, you’ve realized some of them, but not all of them. What’s the expectation with regards to absolute SG&A sequentially as we think about that for Q3?

We’ve made a lot of good adjustments really across the business here. So let me hit the bigger picture and then I’ll drop down to answer your question specifically, Mark. What we are really trying to do is, taken the approach here on managing this market-by-market. We got some markets that are growing great and in those areas where we need to actually investing some resources and in others where it’s either we are not performing there, particularly for not performing and the market conditions there are coupled with our own performance don’t look attractive peeling back our resources there. So – and so that’s on a market-by-market, most of that is from a people perspective. Our field organization since the beginning of the year, the totality of this as we scale back about 150 positions even as revenue has ramped a bit. So that’s primarily what’s driving an increase here. This is excluding any adjustments that we made from a headcount perspective related to the Amazon business. The numbers are a little bit bigger there, but that’s all that was in our prior forecast and things that we shared with you. Outside of that, we are making a variety of other adjustments really across the business whether it be vendor spends, consolidation of vendor spends and other things to bring in some efficiencies, but really the main thing here is managing our field personnel headcount which is the main driver of expense. If we talk about SG&A on a total dollar amount and look forward to really what’s implied in our guidance, we are talking about SG&A increase of a little north year-over-year $10 million and I’ll call it $12 million, $13 million, $14 million. Really with that all, we got $10 million of SG&A in there just from the operations of acquisitions that we’ve done and then we got another $3 million or so in there of cost related for integration efforts related to the acquire Aon Hewitt RPO business. So if you strip all that away and talk about – what we are talking about on an organic basis, we are really expecting it to be relatively flat with the prior year versus $8 million, so it increased on an organic basis that we had Q2 this year. So I think we’ve made the right adjustments across the board position us well, scale our expense structure to where demand is and at the same time do it in a smart way that we are still very able to grow in the markets where we got opportunities.

Great, and last one and then I’ll jump back in the queue. Organic RPO business, it sounds like it picked up, can you give a little color there in terms of – was it just the one or two big clients, was it unexpected or what happened there?

Yes, there has been a couple of different moving currents really within our organic RPO business. The acquired business has been doing very well. We’d actually expect some revenue attrition in that business. We’ve been holding all of that actually getting a bit of an uptick. So the acquisition has been performing really well. In our organic business, there has been two different trends going on. One we’ve been having actually some contraction with a few of our customers. These are larger customers, it’s not anything that’s been service related, it’s just their own level of demand they’ve been cutting back and so that’s been dampening the sales trend to a certain degree. But the pipeline of new projects coming on has been continued to be healthy. We are still continuing with some rollouts of some wins that we had in the prior year and there is also been some nice project works coming in that’s been powering which is nice not just for the quarterly results, but often times these are – once they start with something small, they start with a project and that’s as a foot in the door to expand to a larger project.

Great, thank you.

[Operator Instructions] The next question is from Sara Gubins from BOA Merrill Lynch.

Hi, this is Brent Avon calling in for Sara. Thanks for taking the question. Getting back to guidance, your 3Q outlook calls for 3% to 5% growth in Staffing Services on a reported basis and what are those expectations on an organic basis? And then, on top of that, you said in 2Q organic growth declined by 2% and excluding Amazon is up 1% that would imply around $20 million drag from Amazon. What would that drag in 3Q be?

Yes, the trend that we are talking about really for Staffing Services in our guidance is very similar to those the revenue trend that you got today. And so, as we are going forward to the third quarter, the difference between total revenue growth – or excuse me, organic growth with Amazon or decline in this case organic growth without, it’s going to be a very similar spread to what it was here in the second quarter, which is about three points of drag overall really for the company and pretty close the same for Staffing Services.

Okay, thanks. And then, last quarter also you mentioned some difficulty in passing upon minimum wage increases and marking up and I think in your prepared remarks you said, you were able to do that a little bit, I mean how far along are you in that? And do you expect to see more benefit in the next quarter from that?

Well, we are not only finished, we still got more work to do. I think really the message that we are talking about today is, we’ve had a plan really to – from a trajectory perspective diminish that each quarter as we move through the year. To give you some perspective the gap between our bill and pay rates, so I am talking about what the inflation rate is year-over-year in our bill rates and the inflation rate what it was in our pay rates and then measuring the gap between the two, that was about 170 basis points in Q1 meaning that that pay rates were rising 170 basis points faster than bill rates and we got that down, that gap down to almost about a percent, quite slightly north of that. So, let's say we chopped it down into about a third so, we are, let’s say we are three innings through the baseball game here and another six to go.

Great, thank you so much for the color.

There are no additional questions at this time. I will now turn the call back over to Steve Cooper for closing remarks.

Great, hey we appreciate being with us today and we look forward to talking next quarter.

This concludes today's conference call. You may now disconnect.