Company Quick10K Filing
Trueblue
Closing Price ($) Shares Out (MM) Market Cap ($MM)
$0.00 40 $855
10-Q 2019-10-28 Quarter: 2019-09-29
10-Q 2019-07-30 Quarter: 2019-06-30
10-Q 2019-04-29 Quarter: 2019-03-31
10-K 2019-02-22 Annual: 2018-12-30
10-Q 2018-11-05 Quarter: 2018-09-30
10-Q 2018-07-30 Quarter: 2018-07-01
10-Q 2018-04-30 Quarter: 2018-04-01
10-K 2018-02-26 Annual: 2017-12-31
10-Q 2017-10-30 Quarter: 2017-10-01
10-Q 2017-07-31 Quarter: 2017-07-02
10-Q 2017-05-01 Quarter: 2017-04-02
10-K 2017-02-24 Annual: 2017-01-01
10-Q 2016-10-24 Quarter: 2016-09-23
10-Q 2016-07-25 Quarter: 2016-06-24
10-Q 2016-04-25 Quarter: 2016-03-25
10-K 2016-02-22 Annual: 2015-12-25
10-Q 2015-10-26 Quarter: 2015-09-25
10-Q 2015-08-05 Quarter: 2015-06-26
10-Q 2015-04-29 Quarter: 2015-03-27
10-K 2015-02-23 Annual: 2014-12-26
10-Q 2014-10-27 Quarter: 2014-09-26
10-Q 2014-07-28 Quarter: 2014-06-27
10-Q 2014-04-28 Quarter: 2014-03-28
10-K 2014-02-20 Annual: 2013-12-27
10-Q 2013-10-28 Quarter: 2013-09-27
10-Q 2013-07-29 Quarter: 2013-06-28
10-Q 2013-04-29 Quarter: 2013-03-29
10-K 2013-02-21 Annual: 2012-12-28
10-Q 2012-10-29 Quarter: 2012-09-28
10-Q 2012-07-30 Quarter: 2012-06-29
10-Q 2012-04-30 Quarter: 2012-03-30
10-K 2012-02-23 Annual: 2011-12-30
10-Q 2011-10-31 Quarter: 2011-09-30
10-Q 2011-08-01 Quarter: 2011-07-01
10-Q 2011-05-06 Quarter: 2011-04-01
10-K 2011-02-22 Annual: 2010-12-31
10-Q 2010-10-29 Quarter: 2010-09-24
10-Q 2010-07-30 Quarter: 2010-06-25
10-Q 2010-04-30 Quarter: 2010-03-26
10-K 2010-02-16 Annual: 2009-12-25
8-K 2019-11-11 Officers, Regulation FD, Exhibits
8-K 2019-10-28 Officers
8-K 2019-10-28 Earnings, Regulation FD, Exhibits
8-K 2019-08-15 Officers, Exhibits
8-K 2019-07-29 Earnings, Regulation FD, Exhibits
8-K 2019-05-17 Shareholder Vote
8-K 2019-04-29 Earnings, Regulation FD, Exhibits
8-K 2019-02-07 Earnings, Regulation FD, Exhibits
8-K 2018-12-13 Officers
8-K 2018-11-05 Earnings, Regulation FD, Exhibits
8-K 2018-09-18 Officers, Exhibits
8-K 2018-07-30 Earnings, Regulation FD, Exhibits
8-K 2018-07-30 Officers, Exhibits
8-K 2018-07-13 Enter Agreement, Leave Agreement, Off-BS Arrangement, Exhibits
8-K 2018-06-13 Regulation FD, Exhibits
8-K 2018-05-14 Shareholder Vote
8-K 2018-04-30 Earnings, Regulation FD, Exhibits
8-K 2018-02-07 Earnings, Regulation FD, Exhibits
8-K 2018-01-04 Officers
TBI 2019-09-29
Part I. Financial Information
Item 1. Consolidated Financial Statements
Note 1: Summary of Significant Accounting Policies
Note 2: Acquisition
Note 3: Fair Value Measurement
Note 4: Restricted Cash and Investments
Note 5: Workers' Compensation Insurance and Reserves
Note 6: Commitments and Contingencies
Note 7: Shareholders' Equity
Note 8: Income Taxes
Note 9: Net Income per Share
Note 10: Segment Information
Note 11: Subsequent Event
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Item 4. Controls and Procedures
Part II. Other Information
Item 1. Legal Proceedings
Item 1A. Risk Factors
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Item 3. Defaults Upon Senior Securities
Item 4. Mine Safety Disclosures
Item 5. Other Information
Item 6. Index To Exhibits
EX-31.1 tbi10q092919ex311.htm
EX-31.2 tbi10q092919ex312.htm
EX-32.1 tbi10q092919ex321.htm

Trueblue Earnings 2019-09-29

TBI 10Q Quarterly Report

Balance SheetIncome StatementCash Flow

Comparables ($MM TTM)
Ticker M Cap Assets Liab Rev G Profit Net Inc EBITDA EV G Margin EV/EBITDA ROA
ICFI 1,393 1,414 747 1,419 506 65 122 1,675 36% 13.8 5%
HURN 1,117 1,115 546 916 284 25 73 1,415 31% 19.3 2%
KELYA 999 2,542 1,274 5,507 989 115 149 957 18% 6.4 5%
NCI 957 908 252 807 211 98 215 867 26% 4.0 11%
TBI 855 1,095 480 2,471 663 67 123 808 27% 6.6 6%
RMR 699 663 134 619 0 169 218 322 0% 1.5 26%
BBSI 627 834 697 934 205 48 66 413 22% 6.3 6%
AMEH 615 568 163 499 138 46 102 558 28% 5.5 8%
HCKT 544 191 60 278 98 19 32 532 35% 16.8 10%
CCRN 310 397 232 800 51 -72 -27 356 6% -13.2 -18%

Document
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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: September 29, 2019
or
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission File Number: 001-14543
____________________________________ 
image0a18.jpg
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:    (253383-9101
______________________________________ 
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 October 14, 2019, there were 38,955,288 shares of the registrant’s common stock outstanding.

 



TrueBlue, Inc.
Table of Contents
  
  
Page
PART I. FINANCIAL INFORMATION
Item 1.
 
 
 
 
Item 2.
Item 3.
Item 4.
 
 
 
PART II. OTHER INFORMATION
Item 1.
Item 1A.
Item 2.
Item 3.
Item 4.
Item 5.
Item 6.
 
 
 
 







 
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)
September 29,
2019
December 30,
2018
ASSETS
 
 
Current assets:
 
 
Cash and cash equivalents
$
23,557

$
46,988

Accounts receivable, net of allowance for doubtful accounts of $4,617 and $5,026
367,038

355,373

Prepaid expenses, deposits and other current assets
26,836

22,141

Income tax receivable
8,559

5,325

Total current assets
425,990

429,827

Property and equipment, net
61,218

57,671

Restricted cash and investments
227,043

235,443

Deferred income taxes, net
3,469

4,388

Goodwill
235,646

237,287

Intangible assets, net
77,338

91,408

Operating lease right-of-use assets
36,794


Workers’ compensation claims receivable, net
46,393

44,915

Other assets, net
17,154

13,905

Total assets
$
1,131,045

$
1,114,844

LIABILITIES AND SHAREHOLDERS’ EQUITY
 
 
Current liabilities:
 
 
Accounts payable and other accrued expenses
$
54,467

$
62,045

Accrued wages and benefits
76,957

77,098

Current portion of workers’ compensation claims reserve
73,509

76,421

Operating lease current liabilities
14,161


Other current liabilities
7,385

9,962

Total current liabilities
226,479

225,526

Workers’ compensation claims reserve, less current portion
185,761

190,025

Long-term debt
43,800

80,000

Long-term deferred compensation liabilities
25,476

21,747

Operating lease long-term liabilities
24,896


Other long-term liabilities
3,968

6,107

Total liabilities
510,380

523,405

 
 
 
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; 38,932 and 40,054 shares issued and outstanding
1

1

Accumulated other comprehensive loss
(15,673
)
(14,649
)
Retained earnings
636,337

606,087

Total shareholders’ equity
620,665

591,439

Total liabilities and shareholders’ equity
$
1,131,045

$
1,114,844

See accompanying notes to consolidated financial statements

 
Page - 3

Table of Contents


TRUEBLUE, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
(unaudited)
 
Thirteen weeks ended
 
Thirty-nine weeks ended
(in thousands, except per share data)
September 29,
2019
September 30,
2018
 
September 29,
2019
September 30,
2018
Revenue from services
$
636,793

$
680,371

 
$
1,777,739

$
1,849,060

Cost of services
467,671

496,053

 
1,301,924

1,355,890

Gross profit
169,122

184,318


475,815

493,170

Selling, general and administrative expense
131,187

145,382

 
388,447

405,352

Depreciation and amortization
8,749

10,586

 
28,528

30,777

Income from operations
29,186

28,350


58,840

57,041

Interest expense
(715
)
(1,357
)
 
(2,097
)
(3,602
)
Interest and other income
1,186

1,017

 
3,948

4,498

Interest and other income (expense), net
471

(340
)

1,851

896

Income before tax expense
29,657

28,010


60,691

57,937

Income tax expense
2,981

3,630

 
6,333

7,070

Net income
$
26,676

$
24,380


$
54,358

$
50,867

 
 
 
 
 
 
Net income per common share:
 
 
 
 
 
Basic
$
0.69

$
0.61

 
$
1.39

$
1.27

Diluted
$
0.68

$
0.61

 
$
1.38

$
1.26

 
 
 
 
 
 
Weighted average shares outstanding:
 
 
 
 
 
Basic
38,741

39,743

 
39,090

40,138

Diluted
39,213

40,073

 
39,479

40,417

 
 
 
 
 
 
Other comprehensive income:
 
 
 
 
 
Foreign currency translation adjustment
$
(1,657
)
$
(595
)
 
$
(1,024
)
$
(3,900
)
Comprehensive income
$
25,019

$
23,785


$
53,334

$
46,967

See accompanying notes to consolidated financial statements

 
Page - 4

Table of Contents


TRUEBLUE, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
 
Thirty-nine weeks ended
(in thousands)
September 29,
2019
September 30,
2018
Cash flows from operating activities:
 
 
Net income
$
54,358

$
50,867

Adjustments to reconcile net income to net cash provided by operating activities:
 
 
Depreciation and amortization
28,528

30,777

Provision for doubtful accounts
5,997

10,140

Stock-based compensation
8,119

9,552

Deferred income taxes
1,058

2,638

Non-cash lease expense
11,087


Other operating activities
(1,701
)
526

Changes in operating assets and liabilities:
 
 
Accounts receivable
(17,616
)
(17,960
)
Income tax receivable
(3,982
)
(5,389
)
Other assets
(9,449
)
(12,110
)
Accounts payable and other accrued expenses
(6,970
)
3,179

Accrued wages and benefits
(141
)
4,549

Workers’ compensation claims reserve
(7,176
)
(8,405
)
Operating lease liabilities
(11,297
)

Other liabilities
1,723

262

Net cash provided by operating activities
52,538

68,626

Cash flows from investing activities:
 
 
Capital expenditures
(18,297
)
(10,313
)
Acquisition of business

(22,742
)
Divestiture of business
215

10,414

Purchases of restricted investments
(22,597
)
(11,747
)
Maturities of restricted investments
28,976

17,021

Net cash used in investing activities
(11,703
)
(17,367
)
Cash flows from financing activities:
 
 
Purchases and retirement of common stock
(31,316
)
(24,818
)
Net proceeds from employee stock purchase plans
1,023

1,146

Common stock repurchases for taxes upon vesting of restricted stock
(1,934
)
(2,539
)
Net change in revolving credit facility
(36,200
)
12,000

Payments on debt

(22,855
)
Other
(203
)

Net cash used in financing activities
(68,630
)
(37,066
)
Effect of exchange rate changes on cash, cash equivalents and restricted cash
732

(583
)
Net change in cash, cash equivalents and restricted cash
(27,063
)
13,610

Cash, cash equivalents and restricted cash, beginning of period
102,450

73,831

Cash, cash equivalents and restricted cash, end of period
$
75,387

$
87,441

Supplemental disclosure of cash flow information:
 
 
Cash paid during the period for:
 
 
Interest
$
1,767

$
3,395

Income taxes
9,230

9,832

Operating lease liabilities
13,280


Non-cash transactions:
 
 
Property and equipment purchased but not yet paid
945

1,229

Divestiture non-cash consideration

971

Right-of-use assets obtained in exchange for new operating lease liabilities
10,825


See accompanying notes to consolidated financial statements

 
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
NOTE 1:    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Financial statement preparation
The accompanying unaudited consolidated financial statements (“financial statements”) of TrueBlue, Inc. (the “company,” “TrueBlue,” “we,” “us,” and “our”) are prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and rules and regulations of the Securities and Exchange Commission for interim financial information. Accordingly, certain information and footnote disclosures usually found in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted. The financial statements reflect all adjustments which, in the opinion of management, are necessary to fairly state the financial statements for the interim periods presented. We follow the same accounting policies for preparing both quarterly and annual financial statements.
These financial statements should be read in conjunction with the audited consolidated financial statements and related notes included in our Annual Report on Form 10-K for the fiscal year ended December 30, 2018. The results of operations for the thirteen and thirty-nine weeks ended September 29, 2019, are not necessarily indicative of the results expected for the full fiscal year or for any other fiscal period.
Reclassifications
Certain immaterial prior year amounts have been reclassified within current liabilities on our Consolidated Balance Sheets and Consolidated Statements of Cash Flows to conform to current year presentation.
Leases
We conduct our branch office operations from leased locations. We also lease office spaces for our centralized support functions, vehicles and equipment. Many leases require variable payments of property taxes, insurance, and common area maintenance, in addition to base rent. The variable portion of these lease payments is not included in our right-of-use assets or lease liabilities. Rather, variable payments, other than those dependent upon an index or rate, are expensed when the obligation for those payments is incurred and are included in lease expense in selling, general and administrative (“SG&A”) expense on our Consolidated Statements of Operations and Comprehensive Income. The terms of our lease agreements generally range from three to five years, some containing options to renew or cancel. We determine if an arrangement meets the definition of a lease at inception, at which time we also perform an analysis to determine whether the lease qualifies as operating or financing.
Operating leases are included in operating lease right-of-use assets and operating lease current and long-term liabilities on our Consolidated Balance Sheets. Lease expense for operating leases is recognized on a straight-line basis over the lease term, and is included in SG&A expense on our Consolidated Statements of Operations and Comprehensive Income.
Financing leases are included in property and equipment, net, other current liabilities, and other long-term liabilities on our Consolidated Balance Sheets. Lease expense for financing leases is recognized as depreciation of the right-of-use asset and interest expense.
Lease right-of-use assets and lease liabilities are measured using the present value of future minimum lease payments over the lease term at commencement date. The right-of-use asset also includes any lease payments made on or before the commencement date of the lease, less any lease incentives received. As the rate implicit in the lease is not readily determinable in our leases, we use our incremental borrowing rates based on the information available at the lease commencement date in determining the present value of lease payments. The incremental borrowing rates used are estimated based on what we would be required to pay for a collateralized loan over a similar term. We have lease agreements with lease and non-lease components, which are accounted for as a single lease component.
For leases with an initial non-cancelable lease term of less than one year and no option to purchase, we have elected not to recognize the lease on our Consolidated Balance Sheets and instead recognize rent payments on a straight-line basis over the lease term in SG&A expense on our Consolidated Statements of Operations and Comprehensive Income. In addition, for those leases where the right to cancel the lease is available to both TrueBlue (as the lessee) and the lessor, the lease term is the initial non-cancelable period plus the notice period, which is typically 90 days, and not greater than one year.

 
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


Internal-use software
We capitalize implementation costs incurred in a cloud computing arrangement that is a service contract. Capitalized implementation costs are recorded as a prepaid asset in other assets, net on our Consolidated Balance Sheets, with the related amortization recorded in SG&A expense. Software license fees incurred during the development period are expensed as incurred.
Goodwill and indefinite-lived intangible assets
We evaluate goodwill for impairment on an annual basis as of the first day of our fiscal second quarter, and whenever events or circumstances make it more likely than not that an impairment may have occurred. These events or circumstances could include a significant change in the business climate, operating performance indicators, competition, client engagement, legal factors, or sale or disposition of a significant portion of a reporting unit. We monitor the existence of potential impairment indicators throughout the fiscal year. We test for goodwill impairment at the reporting unit level. We consider our operating segments to be our reporting units for goodwill impairment testing. Our operating segments are PeopleReady, Centerline, Staff Management, SIMOS, PeopleScout, and PeopleScout MSP. The impairment test involves comparing the fair value of each reporting unit to its carrying value, including goodwill. Fair value reflects the price a market participant would be willing to pay in a potential sale of the reporting unit. If the fair value exceeds the carrying value, we conclude that no goodwill impairment has occurred. If the carrying value of the reporting unit exceeds its fair value, we recognize an impairment loss in an amount equal to the excess, not to exceed the carrying value of the goodwill.
Determining the fair value of a reporting unit involves the use of significant estimates and assumptions to evaluate the impact of operational and macroeconomic changes on each reporting unit. The fair value of each reporting unit is a weighted average of the income and market valuation approaches. The income approach applies a fair value methodology based on discounted cash flows. This analysis requires significant estimates and judgments, including estimation of future cash flows, which is dependent on internal forecasts, estimation of the long-term rate of growth for our business, estimation of the useful life over which cash flows will occur, and determination of our weighted average cost of capital, which is risk-adjusted to reflect the specific risk profile of the reporting unit being tested. We also apply a market approach, which identifies similar publicly traded companies and develops a correlation, referred to as a multiple, to apply to the operating results of the reporting units. The primary market multiples to which we compare are revenue and earnings before interest, taxes, depreciation, and amortization. The income and market approaches were equally weighted in our most recent annual impairment test. We base fair value estimates on assumptions we believe to be reasonable but that are unpredictable and inherently uncertain. Actual future results may differ from those estimates. We consider a reporting unit’s fair value to be substantially in excess of its carrying value at a 20% premium or greater.
Based on our 2019 annual impairment test, the estimated fair value of our SIMOS reporting unit was in excess of its carrying value by approximately 10%. The current value of goodwill is $35 million. There are two key clients that individually account for more than 10% of revenue for the SIMOS reporting unit. For each client, we service multiple sites. The loss of a key client, loss of a significant number of key sites, or a downturn in the economy could give rise to an impairment. Should any one of these events occur, we may need to record an impairment loss to goodwill for the amount by which the carrying value exceeds the reporting unit’s fair value, not to exceed the total amount of goodwill. We will continue to closely monitor the operational performance of this reporting unit. All other reporting units’ fair values were substantially in excess of their respective carrying values. Accordingly, there was no impairment loss recognized for the thirty-nine weeks ended September 29, 2019. Based on our 2018 annual impairment test, all reporting units’ fair values were substantially in excess of their respective carrying values. Accordingly, there was no impairment loss recognized for the thirty-nine weeks ended September 30, 2018.
We performed our annual indefinite-lived intangible asset impairment test for 2019 and 2018, and determined that the estimated fair values exceeded the carrying amounts for our indefinite-lived trade names. Accordingly, no impairment loss was recognized for the thirty-nine weeks ended September 29, 2019 or September 30, 2018.
Recently adopted accounting standards
Intangibles-goodwill and other-internal-use software
In August 2018, the Financial Accounting Standards Board (“FASB”) issued new guidance on accounting for implementation costs incurred in a cloud computing arrangement that is a service contract. The standard aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software (and hosting arrangements that include an internal-use software license). Previously, we expensed the cost of internal development labor as incurred.
The new guidance now requires these costs be capitalized with the related amortization recorded in SG&A expense. In addition, capitalized development costs are required to be recorded as a prepaid asset rather than a fixed asset, and license fees incurred during the development period are expensed as incurred.

 
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


The standard is effective for annual and interim periods beginning after December 15, 2019, with early adoption permitted. We elected to early adopt this new standard prospectively as of the first day of our fiscal first quarter in 2019. There was no impact on our consolidated financial statements upon adoption.
Leases
In February 2016, the FASB issued guidance on lease accounting. The new guidance continues to classify leases as either finance or operating, but results in the lessee recognizing most operating leases on the balance sheet as right-of-use assets and lease liabilities. This guidance was effective for annual and interim periods beginning after December 15, 2018 (Q1 2019 for TrueBlue), with early adoption permitted. In July 2018, the FASB amended the standard to provide transition relief for comparative reporting, allowing companies to adopt the provisions of the new standard using a modified retrospective transition method on the adoption date, with a cumulative-effect adjustment to retained earnings recorded on the date of adoption. We have elected to adopt the standard using the transition relief provided in the July amendment. We have implemented internal controls and key system functionality to enable the preparation of financial information.
We have elected the three practical expedients allowed for implementation of the new standard, but have not utilized the hindsight practical expedient. Accordingly, we did not reassess: 1) whether any expired or existing contracts are or contain leases; 2) the lease classification for any expired or existing leases; 3) initial direct costs for any existing leases. We have also elected the practical expedient to not separate non-lease components from the lease components to which they relate, and instead account for each as a single lease component, for all underlying asset classes. Accordingly, all expenses associated with a lease contract are accounted for as lease expenses.
Adoption of the new standard resulted in the recording of operating right-of-use assets and lease liabilities of $39 million and $41 million, respectively, as of the first day of our fiscal first quarter of 2019. The difference between the right-of-use assets and lease liabilities relates to the deferred rent liability balance as of the end of fiscal 2018 associated with the leases capitalized. The deferred rent liability, which was the difference between the straight-line lease expense and cash paid, reduced the right-of-use asset upon adoption. Our accounting for finance leases remained substantially unchanged. The standard did not materially impact our Consolidated Statements of Operations and Comprehensive Income or our Consolidated Statements of Cash Flows.
Recently issued accounting pronouncements not yet adopted
In June 2016, the FASB issued guidance on accounting for credit losses on financial instruments. This guidance sets forth a current expected credit loss model, which requires the measurement of credit losses for most financial assets and certain other instruments that are not measured at fair value through net income. The guidance requires the application of a current expected credit loss model, which is a new impairment model based on expected losses. Under this model, an entity recognizes an allowance for expected credit losses based on historical experience, current conditions and forecasted information rather than the current methodology of delaying recognition of credit losses until it is probable a loss has been incurred. This guidance is effective for fiscal years beginning after December 15, 2019 (Q1 2020 for TrueBlue) with early adoption permitted. Although the impact upon adoption will depend on the financial instruments held at that time, we do not anticipate a significant impact on our financial statements based on the restricted held-to-maturity investments currently held, as described further in Note 4: Restricted Cash and Investments, and our historical experience of bad debt expense relating to trade accounts receivable. We plan to adopt this guidance on the effective date and are currently evaluating the impact on our accounting policies, processes, systems, and internal controls.
No other new accounting pronouncement issued or effective during the fiscal year had, or is expected to have, a significant impact on our financial statements and related disclosures.
NOTE 2:    ACQUISITION
Effective June 12, 2018, the company acquired all of the outstanding equity interests of TMP Holdings LTD (“TMP”), through its subsidiary PeopleScout, Inc. for a cash purchase price of $22.7 million, net of cash acquired of $7.0 million. TMP is a mid-sized recruitment process outsourcing (“RPO”) and employer branding service provider operating in the United Kingdom, which is the second largest RPO market in the world. This acquisition increases our ability to win multi-continent engagements by adding a physical presence in Europe, referenceable clients and employer branding capabilities.
We incurred acquisition and integration-related costs of $0.4 million and $1.2 million for the thirteen weeks ended September 29, 2019 and September 30, 2018, respectively, and $1.6 million and $1.7 million for the thirty-nine weeks ended September 29, 2019 and September 30, 2018, respectively, which are included in SG&A expense on the Consolidated Statements of Operations and Comprehensive Income and cash flows from operating activities on the Consolidated Statements of Cash Flows.

 
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


The following table reflects the allocation of the purchase price, net of cash acquired, to the fair value of the assets acquired and liabilities assumed:
(in thousands)
Purchase price allocation
Cash purchase price, net of cash acquired
$
22,742

 
 
Accounts receivable
9,770

Prepaid expenses, deposits and other current assets
337

Property and equipment
435

Customer relationships
6,286

Trade names/trademarks
1,738

Total assets acquired
18,566

 
 
Accounts payable and other accrued expenses
9,139

Accrued wages and benefits
1,642

Income tax payable
205

Deferred income tax liability
1,444

Total liabilities assumed
12,430

 
 
Net identifiable assets acquired
6,136

Goodwill (1)
16,606

Total consideration allocated
$
22,742

(1) Goodwill represents the expected synergies with our existing business, the acquired assembled workforce, potential new clients and future cash flows after the acquisition of TMP, and is non-deductible for income tax purposes.
Intangible assets include identifiable intangible assets for customer relationships and trade names/trademarks. We estimated the fair value of the acquired identifiable intangible assets, which are subject to amortization, using the income approach.
The following table sets forth the components of identifiable intangible assets, their estimated fair values and useful lives as of June 12, 2018:
(in thousands, except for estimated useful lives, in years)
Estimated fair value
Estimated useful life in years
Customer relationships - other
$
2,809

3
Customer relationships - RPO
3,477

7
Trade names/trademarks
1,738

14
Total acquired identifiable intangible assets
$
8,024

 

The results of TMP’s operations and cash flows reported for 2018 on our Consolidated Statements of Operations and Comprehensive Income and Consolidated Statements of Cash Flows relate to the period from June 12, 2018 to September 30, 2018. Revenue from TMP included in our Consolidated Statements of Operations and Comprehensive Income was $17.9 million from the acquisition date to September 30, 2018, and $13.8 million and $40.7 million for the thirteen and thirty-nine weeks ended September 29, 2019, respectively. The acquisition of TMP was not material to our consolidated results of operations and as such, pro forma financial information was not required.

 
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 3:    FAIR VALUE MEASUREMENT
Our assets measured at fair value on a recurring basis consisted of the following:
 
September 29, 2019
(in thousands)
Total fair value
Quoted prices in active markets for identical assets (level 1)
Significant other observable inputs (level 2)
Significant unobservable inputs (level 3)
Cash and cash equivalents
$
23,557

$
23,557

$

$

Restricted cash and cash equivalents
51,830

51,830



Cash, cash equivalents and restricted cash (1)
$
75,387

$
75,387

$

$

 
 
 
 
 
Municipal debt securities
$
75,349

$

$
75,349

$

Corporate debt securities
72,477


72,477


Agency mortgage-backed securities
1,640


1,640


U.S. government and agency securities
1,062


1,062


Restricted investments classified as held-to-maturity
$
150,528

$

$
150,528

$

 
 
 
 
 
Deferred compensation mutual funds
$
27,859

$
27,859

$

$

 
December 30, 2018
(in thousands)
Total fair value
Quoted prices in active markets for identical assets (level 1)
Significant other observable inputs (level 2)
Significant unobservable inputs (level 3)
Cash and cash equivalents
$
46,988

$
46,988

$

$

Restricted cash and cash equivalents
55,462

55,462



Cash, cash equivalents and restricted cash (1)
$
102,450

$
102,450

$

$

 
 
 
 
 
Municipal debt securities
$
76,690

$

$
76,690

$

Corporate debt securities
75,432


75,432


Agency mortgage-backed securities
2,531


2,531


U.S. government and agency securities
988


988


Restricted investments classified as held-to-maturity
$
155,641

$

$
155,641

$

 
 
 
 
 
Deferred compensation mutual funds
$
23,363

$
23,363

$

$

(1)
Cash, cash equivalents and restricted cash consist of money market funds, deposits and investments with original maturities of three months or less.
There were no material transfers between Level 1, Level 2 and Level 3 of the fair value hierarchy during the thirty-nine weeks ended September 29, 2019 nor September 30, 2018.
NOTE 4:    RESTRICTED CASH AND INVESTMENTS
The following is a summary of the carrying value of our restricted cash and investments:
(in thousands)
September 29,
2019
December 30,
2018
Cash collateral held by insurance carriers
$
24,797

$
24,182

Cash and cash equivalents held in Trust
23,459

28,021

Investments held in Trust
147,354

156,618

Deferred compensation mutual funds
27,859

23,363

Other restricted cash and cash equivalents
3,574

3,259

Total restricted cash and investments
$
227,043

$
235,443



 
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


Held-to-maturity
Restricted cash and investments include collateral that has been provided or pledged to insurance carriers for workers’ compensation and state workers’ compensation programs. Our insurance carriers and certain state workers’ compensation programs require us to collateralize a portion of our workers’ compensation obligation. The collateral typically takes the form of cash and cash equivalents and highly rated investment grade securities, primarily in debt and asset-backed securities. The majority of our collateral obligations are held in a trust at the Bank of New York Mellon (“Trust”).
The amortized cost and estimated fair value of our held-to-maturity investments held in Trust, aggregated by investment category as of September 29, 2019 and December 30, 2018, were as follows:
 
September 29, 2019
(in thousands)
Amortized cost
Gross unrealized gains
Gross unrealized losses
Fair value
Municipal debt securities
$
73,358

$
1,991

$

$
75,349

Corporate debt securities
71,375

1,129

(27
)
72,477

Agency mortgage-backed securities
1,622

21

(3
)
1,640

U.S. government and agency securities
999

63


1,062

Total held-to-maturity investments
$
147,354

$
3,204

$
(30
)
$
150,528

 
December 30, 2018
(in thousands)
Amortized cost
Gross unrealized gains
Gross unrealized losses
Fair value
Municipal debt securities
$
76,750

$
456

$
(516
)
$
76,690

Corporate debt securities
76,310

30

(908
)
75,432

Agency mortgage-backed securities
2,559

5

(33
)
2,531

U.S. government and agency securities
999


(11
)
988

Total held-to-maturity investments
$
156,618

$
491

$
(1,468
)
$
155,641


The estimated fair value and gross unrealized losses of all investments classified as held-to-maturity, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position as of September 29, 2019 and December 30, 2018, were as follows:
 
September 29, 2019
 
Less than 12 months
 
12 months or more
 
Total
(in thousands)
Estimated fair value
Unrealized losses
 
Estimated fair value
Unrealized losses
 
Estimated fair value
Unrealized losses
Municipal debt securities
$
1,692

$

 
$

$

 
$
1,692

$

Corporate debt securities
8,609

(13
)
 
7,802

(14
)
 
16,411

(27
)
Agency mortgage-backed securities
293

(1
)
 
308

(2
)
 
601

(3
)
Total held-to-maturity investments
$
10,594

$
(14
)
 
$
8,110

$
(16
)
 
$
18,704

$
(30
)

 
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


 
December 30, 2018
 
Less than 12 months
 
12 months or more
 
Total
(in thousands)
Estimated fair value
Unrealized losses
 
Estimated fair value
Unrealized losses
 
Estimated fair value
Unrealized losses
Municipal debt securities
$
12,803

$
(74
)
 
$
22,638

$
(442
)
 
$
35,441

$
(516
)
Corporate debt securities
22,567

(277
)
 
44,463

(631
)
 
67,030

(908
)
Agency mortgage-backed securities
385


 
1,375

(33
)
 
1,760

(33
)
U.S. government and agency securities
988

(11
)
 


 
988

(11
)
Total held-to-maturity investments
$
36,743

$
(362
)

$
68,476

$
(1,106
)

$
105,219

$
(1,468
)

The total number of held-to-maturity securities in an unrealized loss position as of September 29, 2019 and December 30, 2018 were 19 and 93, respectively. The unrealized losses were the result of interest rate increases. Since the decline in estimated fair value is attributable to changes in interest rates and not credit quality, and the company has the intent and ability to hold these debt securities until recovery of amortized cost or until maturity, we do not consider these investments other than temporarily impaired.
The amortized cost and fair value by contractual maturity of our held-to-maturity investments are as follows:
 
September 29, 2019
(in thousands)
Amortized cost
Fair value
Due in one year or less
$
21,257

$
21,277

Due after one year through five years
86,044

87,712

Due after five years through ten years
40,053

41,539

Total held-to-maturity investments
$
147,354

$
150,528


Actual maturities may differ from contractual maturities because the issuers of certain debt securities have the right to call or prepay their obligations without penalty. We have no significant concentrations of counterparties in our held-to-maturity investment portfolio.
Equity investments
We hold mutual funds to support our deferred compensation liability. Unrealized gains and losses related to equity investments still held at September 29, 2019 and September 30, 2018, were $0.1 million unrealized losses, and $0.6 million unrealized gains, for the thirteen weeks then ended, respectively, and are included in SG&A expense on the Consolidated Statements of Operations and Comprehensive Income. Unrealized gains related to equity investments still held at September 29, 2019 and September 30, 2018, were $3.1 million and $0.6 million for the thirty-nine weeks then ended, respectively.
NOTE 5:    WORKERS’ COMPENSATION INSURANCE AND RESERVES
We provide workers’ compensation insurance for our temporary and permanent employees. The majority of our current workers’ compensation insurance policies cover claims for a particular event above a $2.0 million deductible limit, on a “per occurrence” basis. This results in our being substantially self-insured.
Our workers’ compensation reserve for claims below the deductible limit is discounted to its estimated net present value using discount rates based on average returns of “risk-free” U.S. Treasury instruments available during the year in which the liability was incurred. The weighted average discount rate was 2.1% and 2.0% at September 29, 2019 and December 30, 2018, respectively. Payments made against self-insured claims are made over a weighted average period of approximately 4.5 years as of September 29, 2019.

 
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


The following table presents a reconciliation of the undiscounted workers’ compensation reserve to the discounted workers’ compensation reserve for the periods presented:
(in thousands)
September 29,
2019
December 30,
2018
Undiscounted workers’ compensation reserve
$
277,395

$
284,625

Less discount on workers’ compensation reserve
18,125

18,179

Workers’ compensation reserve, net of discount
259,270

266,446

Less current portion
73,509

76,421

Long-term portion
$
185,761

$
190,025


Payments made against self-insured claims were $47.3 million and $50.7 million for the thirty-nine weeks ended September 29, 2019 and September 30, 2018, respectively.
Our workers’ compensation reserve includes estimated expenses related to claims above our self-insured limits (“excess claims”), and we record a corresponding receivable for the insurance coverage on excess claims based on the contractual policy agreements we have with insurance carriers. We discount this reserve and corresponding receivable to its estimated net present value using the discount rates based on average returns of “risk-free” U.S. Treasury instruments available during the year in which the liability was incurred. At September 29, 2019 and December 30, 2018, the weighted average rate was 2.7% and 2.9%, respectively. The claim payments are made and the corresponding reimbursements from our insurance carriers are received over an estimated weighted average period of approximately 16 years. The discounted workers’ compensation reserve for excess claims and the corresponding receivable for the insurance on excess claims was $47.3 million and $48.2 million as of September 29, 2019 and December 30, 2018, respectively.
Workers’ compensation expense of $18.0 million and $17.8 million was recorded in cost of services on our Consolidated Statements of Operations and Comprehensive Income for the thirteen weeks ended September 29, 2019 and September 30, 2018, respectively. Workers’ compensation expense of $46.2 million and $52.2 million was recorded in cost of services on our Consolidated Statements of Operations and Comprehensive Income for the thirty-nine weeks ended September 29, 2019 and September 30, 2018, respectively.
NOTE 6:    COMMITMENTS AND CONTINGENCIES
Workers’ compensation commitments
We have provided our insurance carriers and certain states with commitments in the form and amounts listed below:
(in thousands)
September 29,
2019
December 30,
2018
Cash collateral held by workers’ compensation insurance carriers
$
22,456

$
22,264

Cash and cash equivalents held in Trust
23,459

28,021

Investments held in Trust
147,354

156,618

Letters of credit (1)
6,677

6,691

Surety bonds (2)
22,462

21,881

Total collateral commitments
$
222,408

$
235,475


(1)
We have agreements with certain financial institutions to issue letters of credit as collateral.
(2)
Our surety bonds are issued by independent insurance companies on our behalf and bear annual fees based on a percentage of the bond, which are determined by each independent surety carrier. These fees do not exceed 2.0% of the bond amount, subject to a minimum charge. The terms of these bonds are subject to review and renewal every one to four years and most bonds can be canceled by the sureties with as little as 60 days’ notice.
Legal contingencies and developments
We are involved in various proceedings arising in the normal course of conducting business. We believe the liabilities included in our financial statements reflect the probable loss that can be reasonably estimated. The resolution of those proceedings is not expected to have a material effect on our results of operations or financial condition.

 
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


Operating leases
We have contractual commitments in the form of operating leases related to office space, vehicles and equipment. Our leases have remaining terms of up to 14 years. Most leases include one or more options to renew, which can extend the lease term up to 10 years. The exercise of lease renewal options are at our sole discretion. Typically, at the commencement of a lease, we are not reasonably certain we will exercise renewal options, and accordingly they are not considered in determining the initial lease term. Our lease agreements do not contain any material residual value guarantees or material restrictive covenants. We rent or sublease real estate to third parties in limited circumstances.
Operating lease costs were comprised of the following:
 
Thirteen weeks ended
 
Thirty-nine weeks ended
(in thousands)
September 29, 2019
Operating lease costs
$
4,350

 
$
12,985

Short-term lease costs
1,790

 
5,453

Other lease costs (1)
1,458

 
4,546

Total lease costs
$
7,598

 
$
22,984

(1)
Other lease costs include immaterial variable lease costs and sublease income.

Other information related to our operating leases was as follows:
 
September 29, 2019
Weighted average remaining lease term in years
3.5
Weighted average discount rate
5.0%


Future non-cancelable minimum lease payments under our operating lease commitments as of September 29, 2019, are as follows for each of the next five years and thereafter:
(in thousands)
 
Remainder of 2019
$
4,219

2020
15,283

2021
11,195

2022
6,356

2023
4,123

2024
1,551

Thereafter
1,476

Total undiscounted future non-cancelable minimum lease payments (1)
44,203

Less: Imputed interest (2)
5,146

Present value of lease liabilities
$
39,057

(1)
Operating lease payments exclude approximately $1.9 million of legally binding minimum lease payments for leases signed but not yet commenced.
(2)
Amount necessary to reduce net minimum lease payments to present value calculated using our incremental borrowing rates, which are consistent with the lease terms at adoption date (for those leases in existence as of the adoption date of the new lease standard) or lease inception (for those leases entered into after the adoption date).

 
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


Future non-cancelable minimum lease payments under our operating lease commitments as of December 30, 2018 were as follows for each of the next five years and thereafter:
(in thousands)
 
2019
$
8,337

2020
7,192

2021
4,990

2022
2,442

2023
1,324

Thereafter
699

Total future non-cancelable minimum lease payments
$
24,984



 
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 7:    SHAREHOLDERS’ EQUITY
Changes in the balance of each component of shareholders’ equity during the reporting periods were as follows:
 
Thirteen weeks ended
 
Thirty-nine weeks ended
(in thousands)
September 29,
2019
September 30,
2018
 
September 29,
2019
September 30,
2018
 
 
 
 
 
 
Common stock shares
 
 
 
 
 
Beginning balance
40,058

40,595

 
40,054

41,098

Purchases and retirement of common stock
(1,115
)
(203
)
 
(1,505
)
(961
)
Issuances under equity plans, including tax benefits
(11
)
87

 
355

316

Stock-based compensation

(7
)
 
28

19

Ending balance
38,932

40,472

 
38,932

40,472

 
 
 
 
 
 
Common stock amount
 
 
 
 
 
Beginning balance
$
1

$
1

 
$
1

$
1

Current period activity


 


Ending balance
1

1


1

1

 
 
 
 
 
 
Retained earnings
 
 
 
 
 
Beginning balance
629,022

574,934

 
606,087

561,650

Net income
26,676

24,380

 
54,358

50,867

Purchases and retirement of common stock (1)
(22,239
)
(5,752
)
 
(31,316
)
(24,818
)
Issuances under equity plans, including tax benefits
19

249

 
(911
)
(1,396
)
Stock-based compensation
2,859

3,572

 
8,119

9,555

Change in accounting standard cumulative-effect adjustment (2)


 

1,525

Ending balance
636,337

597,383


636,337

597,383

 
 
 
 
 
 
Accumulated other comprehensive loss
 
 
 
 
 
Beginning balance, net of tax
(14,016
)
(11,634
)
 
(14,649
)
(6,804
)
Foreign currency translation adjustment
(1,657
)
(595
)
 
(1,024
)
(3,900
)
Change in accounting standard cumulative-effect adjustment (2)


 

(1,525
)
Ending balance, net of tax
(15,673
)
(12,229
)

(15,673
)
(12,229
)
 
 
 
 
 
 
Total shareholders’ equity ending balance
$
620,665

$
585,155

 
$
620,665

$
585,155

(1)
Under applicable Washington State law, shares purchased are not displayed separately as treasury stock on our Consolidated Balance Sheets and are treated as authorized but unissued shares. It is our accounting policy to first record these purchases as a reduction to our common stock account. Once the common stock account has been reduced to a nominal balance, remaining purchases are recorded as a reduction to our retained earnings. Furthermore, activity in our common stock account related to stock-based compensation is also recorded to retained earnings until such time as the reduction to retained earnings due to stock repurchases has been recovered.
(2)
As a result of our adoption of the accounting standard for equity investments issued by the FASB in January 2016, $1.5 million in unrealized gains, net of tax on equity securities previously classified as available-for-sale were reclassified from accumulated other comprehensive loss to retained earnings as of the beginning of fiscal 2018. There were no material reclassifications out of accumulated other comprehensive loss during the thirteen and thirty-nine weeks ended September 29, 2019.

 
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 8:
INCOME TAXES
Our income tax provision or benefit for interim periods is determined using an estimate of our annual effective tax rate, adjusted for discrete items, if any, that are taken into account in the relevant period. Each quarter we update our estimate of the annual effective tax rate, and if our estimated tax rate changes we make a cumulative adjustment. Our quarterly tax provision and quarterly estimate of our annual effective tax rate are subject to variation due to several factors, including variability in accurately predicting our pre-tax and taxable income and loss by jurisdiction, tax credits, government audit developments, changes in laws, regulations and administrative practices, and relative changes in expenses or losses for which tax benefits are not recognized. Additionally, our effective tax rate can be more or less volatile based on the amount of pre-tax income. For example, the impact of discrete items, tax credits, and non-deductible expenses on our effective tax rate is greater when our pre-tax income is lower.
Our effective tax rate for the thirty-nine weeks ended September 29, 2019 was 10.4%. The difference between the statutory federal income tax rate of 21.0% and our effective income tax rate results primarily from the federal Work Opportunity Tax Credit. This tax credit is designed to encourage employers to hire workers from certain targeted groups with higher than average unemployment rates. Other differences between the statutory federal income tax rate of 21.0% and our effective tax rate result from state and foreign income taxes, certain non-deductible expenses, tax-exempt interest, and tax effects of stock-based compensation.
NOTE 9:
NET INCOME PER SHARE
Diluted common shares were calculated as follows:
 
Thirteen weeks ended
 
Thirty-nine weeks ended
(in thousands, except per share data)
September 29,
2019
September 30,
2018
 
September 29,
2019
September 30,
2018
Net income
$
26,676

$
24,380

 
$
54,358

$
50,867

 
 
 
 
 
 
Weighted average number of common shares used in basic net income per common share
38,741

39,743

 
39,090

40,138

Dilutive effect of non-vested restricted stock
472

330

 
389

279

Weighted average number of common shares used in diluted net income per common share
39,213

40,073


39,479

40,417

 
 
 
 
 
 
Net income per common share:
 
 
 
 
 
Basic
$
0.69

$
0.61

 
$
1.39

$
1.27

Diluted
$
0.68

$
0.61

 
$
1.38

$
1.26

 
 
 
 
 
 
Anti-dilutive shares
220

414

 
245

500


NOTE 10:    SEGMENT INFORMATION
Our operating segments are based on the organizational structure for which financial results are regularly reviewed by our chief operating decision-maker, our Chief Executive Officer, to determine resource allocation and assess performance. Our operating segments, also referred to as service lines, and reportable segments are described below:
Our PeopleReady reportable segment provides blue-collar, contingent staffing through the PeopleReady operating segment. PeopleReady provides on-demand and skilled labor in a broad range of industries that include construction, manufacturing and logistics, warehousing and distribution, waste and recycling, hospitality, general labor and others.
Our PeopleManagement reportable segment provides contingent labor and outsourced industrial workforce solutions, primarily on-premise at the client’s facility, through the following operating segments, which we have aggregated into one reportable segment in accordance with U.S. GAAP:
Staff Management | SMX and SIMOS Insourcing Solutions: On–premise management and recruitment for the contingent industrial workforce of manufacturing, warehouse, and distribution facilities; and
Centerline Drivers: Recruitment and management of temporary and dedicated drivers to the transportation and distribution industries.
Effective March 12, 2018, we divested the PlaneTechs business within our PeopleManagement reportable segment.

 
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Table of Contents

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


Our PeopleScout reportable segment provides high-volume, permanent employee recruitment process outsourcing, and management of outsourced labor service providers through the following operating segments, which we have aggregated into one reportable segment in accordance with U.S. GAAP:
PeopleScout: Outsourced recruitment of permanent employees on behalf of clients; and
PeopleScout MSP: Management of multiple third party staffing vendors on behalf of clients.
Effective June 12, 2018, we acquired TMP through PeopleScout. Accordingly, the results associated with the acquisition are included in our PeopleScout operating segment. TMP is a mid-sized RPO and employer branding service provider operating in the United Kingdom which is the second largest RPO market in the world. This acquisition increases our ability to win multi-continent engagements by adding a physical presence in Europe, referenceable clients and employer branding capabilities.
We evaluate performance based on segment revenue and segment profit. Inter-segment revenue is minimal. Segment profit includes revenue, related cost of services, and ongoing operating expenses directly attributable to the reportable segment. Segment profit excludes goodwill and intangible impairment charges, depreciation and amortization expense, unallocated corporate general and administrative expense, interest, other income and expense, income taxes, and other adjustments not considered to be ongoing.
The following table presents our revenue disaggregated by major source and segment and a reconciliation of segment revenue from services to total company revenue:
 
Thirteen weeks ended
 
Thirty-nine weeks ended
(in thousands)
September 29,
2019
September 30,
2018
 
September 29,
2019
September 30,
2018
Revenue from services:
 
 
 
 
 
Contingent staffing
 
 
 
 
 
PeopleReady
$
413,132

$
428,665

 
$
1,109,261

$
1,122,960

PeopleManagement
159,315

181,199

 
470,889

543,930

Human resource outsourcing
 
 
 
 
 
PeopleScout
64,346

70,507

 
197,589

182,170

Total company
$
636,793

$
680,371

 
$
1,777,739

$
1,849,060


The following table presents a reconciliation of segment profit to income before tax expense:
 
Thirteen weeks ended
 
Thirty-nine weeks ended
(in thousands)
September 29,
2019
September 30,
2018
 
September 29,
2019
September 30,
2018
Segment profit:
 
 
 
 
 
PeopleReady
$
30,878

$
31,230

 
$
64,143

$
63,953

PeopleManagement
3,381

6,169

 
9,815

16,530

PeopleScout
10,774

12,478

 
32,424

35,703

 
45,033

49,877

 
106,382

116,186

Corporate unallocated
(5,769
)
(6,469
)
 
(16,680
)
(20,001
)
Work Opportunity Tax Credit processing fees
(240
)
(241
)
 
(720
)
(700
)
Acquisition/integration costs
(362
)
(1,226
)
 
(1,612
)
(1,683
)
Other costs
(727
)
(3,005
)
 
(2
)
(5,984
)
Depreciation and amortization
(8,749
)
(10,586
)
 
(28,528
)
(30,777
)
Income from operations
29,186

28,350

 
58,840

57,041

Interest and other income (expense), net
471

(340
)