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TrueBlue, Inc. (NYSE:TBI)

Q3 2008 Earnings Call

October 15, 2008 5:00 pm ET

Executives

Stacey Burke – Vice President of Corporate Communications

Steven C. Cooper – President and Chief Executive Officer

Derrek Gafford – Executive Vice President and Chief Financial Officer

Analysts

Paul Ginocchio - Deutsche Bank

Michelle Morin – Merrill Lynch

James Janesky - Stifel Nicolaus & Company, Inc.

T.C. Robillard - Banc of America Securities

Mark Marcon – Robert W. Baird & Co., Inc.

Ty Govatos – CL King

Operator

Welcome to TrueBlue’s conference call. (Operator Instructions) Joining us today is TrueBlue’s CEO Steve Cooper and CFO Derrek Gafford. Today we will discuss TrueBlue’s 2008 third quarter results which were announced today. If you have not received a copy of this announcement, please contact Teresa Berkely at 1-800-610-8920 extension 8206 and a copy will be faxed to you.

At this time I would like to hand the call over to Ms. Stacy Burke for the reading of the Safe Harbor.

Stacey Burke

Here with me today is TrueBlue’s CEO and President, Steve Cooper, and CFO Derrek Gafford. They will be discussing TrueBlue’s 2008 third quarter earnings results which were announced after market closed today. Please note that our press release and the accompanying income statement, balance sheet, cash flow statement, and financial assumptions are now available on our website at www.TrueBlueInc.com. Before I hand you over to Steve I ask for your attention as I read the following Safe Harbor.

Please note that on this conference call management will reiterate forward looking statements contained in today’s press release. And may make or refer to additional forward looking statements relating to the company’s financial results and operations in the future. Although we believe the expectations reflected in these statements are reasonable, actual results may be materially different. Additional information concerning factors which could cause results to differ materially is contained in the press release and in the company’s filings with the Securities and Exchange Commission including our most recent forms 10-Q and 10-K. I will now hand the call over to Steve Cooper.

Steven C. Cooper

Thank you, Stacey. Thank you for joining us today to discuss our third quarter results for 2008. Earlier today we reported revenue declined 1% this quarter over prior year to $388 million, which was slightly below the expectations we had set at the beginning of the quarter of $390 million to $400 million. Net income per share came in at $0.38 compared to $0.51 a year ago and at the low end of our earlier expectations of $0.38 to $0.42.

As we ended our second quarter, our same branch revenue trends were declining at about 13 %. As the quota progressed revenue trends deteriorated and by the end of the third quarter same store sales were declining at almost a 17% rate. These trends are the result of an increasingly difficult operated environment due to the economic conditions that have continued to worsen over the recent months. These challenging conditions have surely had an impact on us again this quarter.

The worsening revenue trends over this past quarter have been broad based across most geographies and industries served. Acquisitions completed during the last 12 months fueled our revenue during the quarter by contributing a 16% increase in revenue. We implemented additional cost cuts during the quarter which has enabled us to hold our net income within our expected range despite the revenue being slightly below the low end of our expectations.

Several of the cost cuts have resulted in restructuring charges, such as lease terminations or severance payments which totaled about $2.8 million in the third quarter. In a few minutes, Derrek will review with you in detail our results and expectations for the next quarter. Our strategy to grow revenue and income has included broadening our niche approach to serving the blue collar labor market in the following ways. First, serving the general labor needs with our 759 Labor Ready branches.

Second, serving longer term staffing needs in the light industrial markets with our 71 combined Spartan staffing and PMI branches which will all be branded as Spartan staffing starting in 2009. Third, serving the skilled construction trades with 79 CLP resource branches. Fourth, serving the transportation markets with experienced truck drivers through our 10 TLC drivers offices.

And fifth, serving the aviation maintenance and manufacturing markets with experienced aviation mechanics through our Plane Techs operations. Through these most recent acquisitions, we have reduced our exposure to construction from over 40% just three years ago to about 30% on an ongoing basis. The acquisitions have reduced our exposure from 100% of our revenue in the Labor Ready brand to about 65% of our annual revenue going forward.

Reducing our exposure to construction and reducing our exposure to just one recruiting model will provide strength and protection for our investors through diversification. Our main focus at this time centers on the integration and the optimization of our current cost structure and maintaining a focused approach to keep costs in line with revenue across the company.

We believe that our niched approach to branding and going to market has set us aside as the leading provider of blue collar staffing and while the conditions are difficult and most of the niches we serve currently, we remain extremely positive about the long term opportunities available to us. We will continue to aggressively manage costs during these challenging times to control our results during the tough conditions and ensure we are ready to maximize our results coming out of the downturn.

At this time I’m going to turn the call over to Derrek Gafford for further details on our operating and financial trends and then we will open up to call for any questions you may have.

Derrek Gafford

Thanks, Steve. Good afternoon. Our next per diluted share of $0.38 was at the low end of our $0.38 to $0.42 estimate primarily due to the following items. First, total revenue was $388 million this quarter, which was below the estimate of $390 million to $400 million. Second, included in our results this quarter are restructuring costs related to branch closures and other matters totaling $2.8 million.

Both of these items were partially offset by favorable impact of continued progress and reducing our ongoing expense structure. I’ll provide additional background on these items as we walk through the key operating and financial trends starting with revenue. Revenue for the quarter was $388 million which represented a decline of 1% compared to the same quarter a year ago.

The revenue decline of 1 percentage point consisted of growth from acquisitions completed within the last 12 months of 16 percentage points offset by a decline in organic revenue of 17 percentage points. The detailed components of our organic revenue for the quarter and our monthly year over year same branch revenue trends are included in the 8-K file today. However, I will point out that our same branch revenue decline dropped from 12% in July to nearly 17% in September.

For the fourth quarter of 2008, we expect revenue in the range of $325 million to $335 million. This represents growth from acquisitions completed within the last 12 months of 14% and a decline in organic revenue of about 21%. Resulting in a decrease in total revenue for Q4 this year of about 7% compared to the same quarter last year. Now let’s discuss the Transit Gross margin. Our gross margin for the quarter was 29.7%, consistent with our expectation. Pay rates have been growing faster than bill rates for several quarters as a result of minimum wage increases, a lower mix of construction business, and the competitive pricing environment associated with the slowing economy. Compared to Q3 last year, bill rates increased 1.9% and pay rates increased 2.8% resulting in the gap of 90 basis points.

Our estimate for gross margin for Q4 2008 is 29%. Selling, general, and administrative expense as a percentage of revenue was 22.2% this quarter which was above our expectation of 21.5%. SG&A as a percentage of revenue was higher than expected for two reasons. First, revenue was lower than expected, resulting in a lower base to spread our fixed cost across. Second, we had $2.8 million of restructuring expense related to decisions made during the quarter and not included in our initial estimate.

Excluding the restructuring expense from this quarter, our SG&A as a percentage of revenue would’ve been 21.5% as expected. Now, due to the number of acquisitions over the last four quarters, I’m going to hit some key points that should be useful in understanding our SG&A results this quarter. First, total SG&A was $86.2 million this quarter which is a decrease of $2.9 million over the same quarter a year ago.

Second, included in our SG&A this quarter is incremental expense of $6.6 million from acquisitions completed over the last 12 months. Excluding the incremental SG&A from acquisitions and the $2.8 million of restructuring expense, SG&A would have been about $76.8 million this quarter. This represents a decrease in our SG&A from core operations of about $11 million after adjusting Q3 of 2007 or $1.3 million of our restructuring expense.

Put another way, we experienced a 13% decline in SG&A from core operations this quarter compared to Q3 of last year after adjustment for restructuring expenses recognized in both quarters. In regard to our expectation for the fourth quarter of 2008, we expect SG&A to be about 25% of revenue based on the revenue estimate provided today.

Our Q4 SG&A expectation included approximately $1 million of additional restructuring expense. Interest income was $1.5 million lower than the same quarter last year, primarily due to lower yields on adjusted cash. Depreciation and amortization was $600,000 higher this quarter compared to Q3 last year due to the amortization of acquisition related intangible assets acquired over the last year.

Our income tax rate for the quarter was 37.2%, which was about what we expected. We expect our income tax rate for Q4 to be higher at about 38%. The higher rate is due to certain non-deductible expenses that now have a proportionately larger impact due to lower pre-tax income in comparison with prior periods. Diluted net income per share for the fourth quarter of 2008 is estimated to be $0.10 to $0.14 and is based on an estimated weighted average share count for the fourth quarter of 42.8 million.

Our Q4 net income estimate represents about a 60% decline compared to the same period a year ago which is larger than the approximate 30% decline we recognized this quarter. I want to take a moment to point out the key factors driving the accelerated drop in net income we expect in Q4 this year. First we expect a Q4 organic revenue decline of about 21% versus our Q3 organic revenue decline of 17%. Second, we expect an increase of $1.2 million in our quarterly depreciation run rate due to the implementation of new systems.

Third, workers compensation expense as a percentage of revenue has been about 4.1% this year, which is lower than the percentage we experienced Q1, Q2 and Q3 last year. However, since work comp dropped to 4.1% in Q4 last year, we are not expecting an incremental benefit to our gross margin likely experienced through the first three quarters of 2008. Fourth, Plane Techs has been an accretive acquisition for us in 2008. However, the first year accretion drops off in Q4 when we hit our one year anniversary of ownership.

I’ll finish off here with some highlights on the cash flows and balance sheet. We finished the quarter with $57 million of cash which will continue to increase as we move through the fourth quarter as Q3 is our seasonal peak for accounts receivable. Year-to-date cash flow from operations declined by $10 million which is consistent with our drop in net income. In regard to capital expenditures, we expect CapEx of about $6 million for Q4 this year. Our focus is centered on reducing our expense structure during these challenging economic times. It starts by closing or consolidating branches followed by scaling our field management and support costs to match. We will continue to aggressively reduce expenses to scale our cost structure to the level of demand for our services.

That’s it for prepared remarks. We’ll now open the call for questions.

Question-and-Answer Session

Operator

(Operator Instructions) Your first question comes from Paul Ginocchio of Deutsche Bank.

Paul Ginocchio - Deutsche Bank

If you could comment about what October is looking like, at least the first two weeks, I’d appreciate that. Second, you had a Q1 increase in restricted cash. Is that the actuaries or the insurance company just to get a more conservative view or is that something that you’ve seen within your operations, they want more cash, and second, your bad debt expense is pretty steady. Have you seen any concerns within your clients? What do you think that does in ’09?

Derrek Gafford

On the restricted cash piece, that doesn’t really have anything to do with the actuaries. Our restricted cash has come down a bit and just like we’ve been getting relief on prior year work comp liabilities over the last few quarters we’ve also been getting relief in the amount of collateral that we’ve had to put up with our actuaries. As far as Q3 goes, the first couple weeks of October has been very consistent with the trends that we experienced in September. Bad debt for us has been very consistent. It was consistent even in ’07 with ’06. Our days sales outstanding, if you compare it back to Q3 of last year, is up about half a day but that impact is up from the acquisition of Plane Techs. If you take that out, our days sales outstanding is running very consistent with last year. As far as 2009 goes, we’re in a little bit of uncharted waters here, so all I can tell you is that I haven’t seen any signs in our accounts receivable that would lead me to believe it be different than what we’ve experienced this year.

Operator

Your next question comes from Michelle Morin with Merrill Lynch.

Michelle Morin – Merrill Lynch

I just wanted to clarify your comment about the fourth quarter restructuring cost. I think you said that you were including $1 million there but does that reflect the 17 branches or so you had looked at close because I think in your release you had said you might look to close additional branches also.

Derrek Gafford

That $1 million is related to those 17 branches and then any other personnel actions that we’ve made decisions on.

Michelle Morin – Merrill Lynch

And then in the third quarter it looks like, if I got that right, it looks like you might have closed some Spartan branches, is that right?

Derrek Gafford

Yes, I can give you the breakdown here. Of the eight branches we closed, two were CLP, three were Spartan, and three were Labor Ready.

Michelle Morin – Merrill Lynch

Okay and then is Spartan related to kind of integrating with TMI where there were some opportunities to consolidate or is that the original Spartan locations?

Steven C. Cooper

The first part of those consolidations are related to just blending Spartan and PMI and we did some of that in the second quarter from our initial analysis. We consolidated four branches. What we’ve done here in the third quarter are those easy consolidations that when results are where they are, it’s easier to consolidate it and especially since we made the decision and we’re moving forward on branding all operations of Spartan and moving to one system and one management team, those decisions that have been made so far. The next batch though and what’s being studied in the fourth quarter would truly be nonconsolidated type closures and there could be a handful in that brand also, Michelle. But keep in mind there’s a lot of young branches that before we bought PMI, that was a strategy that we’re pushing hard at doing a lot of openings and so they’re kind of scattered out and still young growing branches but with the pressure in the economy not hitting the levels of expansion that we want, they’re definitely could be a handful of Spartan branches closing in the fourth quarter. We haven’t made decisions on those yet.

Michelle Morin – Merrill Lynch

Okay, that’s helpful, and finally, it looks like you bought back a little bit of stock in the third quarter and I was wondering if you could update us on your thinking around the buy back given the current conditions in the market but also where your stock is.

Derrek Gafford

No stock repurchases in the quarter, Michelle. Maybe a slight positive impact to weighted average number of shares from where the stock price is and how that impacts the diluted count with options so no stock buy back. This is a topic we discuss every quarter with our Board but we’re definitely in cash conservation mode at the current moment.

Michelle Morin – Merrill Lynch

All right, thanks very much.

Operator

Your next question comes from James Janesky with Stifel Nicolaus.

James Janesky - Stifel Nicolaus & Company, Inc.

A couple of questions. Can you give us an idea in past downturns where first organic revenue... What’s about the worst that it has declined and in what time frame and then the amount of branches that you’ve closed so far in this cycle let’s say since the end of ’06, is how many, could you remind us, and then where does that stand versus the amount of branch closures or... really more important on a percentage basis of what you’ve done in past cycles.

Steven C. Cooper

I don’t have the percentage here with me but let me just talk in some generalities about this downturn versus the others that we’ve seen and if we go clear back into, remember our company was only formed in the late 80’s and we only had a handful of branches in that downturn of 1991, so we don’t have a lot of our own results that we can share with you, and all of our studies are about market conditions during that period of time, and therefore the real only downturn we have to comp ourselves against is the 2001 downturn. During that period of time it was definitely driven by different factors then today. At that point in time construction still boomed through that downturn and it was really driven by more of a manufacturing led by the tech manufacturing but other manufacturing hit and a little bit of offshoring of manufacturing that took place during that period of time.

That downturn took about 12 months to hit the trough and about 12 months to come out of it and there was about a 6 month window there that results were about where we are right now and so there was maybe one real bad quarter falling off to a 20% and then it bounced but again one year in and one year out. A little quicker, a little cleaner, driven by different factors. This downturn started well over 8 quarters ago and was led by construction and with construction falling off in the southeast and our first initial adjustments being made there and then seeing it go to other high construction led states, you’d think that building permits at some point would show a bounce and these large construction led states building permits are still showing year-over-year deep double digit declines and actually in the state of Florida heading into its third year of double digit declines and building permits so these are unprecedented times not only for ourselves but others in the construction industry.

Obviously if you reviewed our notes over the past 24 months you would have heard us make comments like “Now manufacturing that feeds construction is being hit” and then most recently the entire economy now is being hit. So it was a slow build to where we are and how fast it cleans itself up from here is anybody’s guess because there’s so many factors impacting the current downturn. It’s not just one or two or three factors. So we’re taking a deep dive on controlling costs and you’ve heard most of our comments today focused on shoring up our base, ensuring that our office count is proper for the revenue levels that we have, and ensuring that the field management levels are proper all the way through executive management and controlling the support costs, and just day in and day out just grinding through keeping those balances in check as revenue is falling off. That’s our focus right now and so we have removed our focus from looking for opportunities for growth either in new offices or in acquisitions and we’re taking a whole new strategy here of 100% focus on maintaining an eye on cost structure.

James Janesky - Stifel Nicolaus & Company, Inc.

Thanks for the level of detail. With respect to capital expenditures, your expectation for the year was $20 million last quarter, now it’s $26 million, is that the systems implementation that you referred to, Derrek?

Derrek Gafford

Yes, it’s mostly driven by system implementation costs.

James Janesky - Stifel Nicolaus & Company, Inc.

Okay, and then last question is workers compensation. You’ve obviously managed that exceptionally well in the past cycle. Except for incremental increases not being there, do you have any reason to believe that could deteriorate significantly meaning that the costs could jump and put pressure on gross margins in 2009?

Derrek Gafford

No, I’m not seeing any sign of that right now. Our operating teams, our risk management teams, our safety teams, are still doing an outstanding job here and we still continue to make progress really where our priority has always been and that’s reducing the number of accidents in the business. What I discussed earlier in today’s script is that basically we’re comp... This year has been very stable as a percentage of revenue, however through the first three-fourths of the year this year it was lower than it was in the prior period which has helped gross margin and when we get to Q4 we just don’t have year-over-year decreases in that percentage when you compare one quarter to the same quarter a year ago.

Steven C. Cooper

Hey Jim, I’m going to go ahead and address the other question that you asked that I didn’t answer in regard to office count. During our last downturn before we started closing offices, we peaked at about 915 locations. Keep in mind they were all Labor Ready branches. This cycle we have done some acquisitions through the early stages while Labor Ready was going through a downturn. Our other brands were still growing and we did a couple other acquisitions along the way. We had a couple different peaks during that period of time but our peak was during the second time of 2007 this time of 932 offices, again mixed differently than last. Labor Ready represented about 812 of those 932 this time around so you could really compare the 812 Labor Ready to 915 last time.

During the last downturn we closed about 200 offices quickly. Keep in mind though the average age of those offices look differently. We were still ramping up. We’d still been opening Labor Ready offices aggressively in ’99 and 2000 and so when we made the decision to start closing offices in 2001, we moved through that quite quickly in the spring and fall of ’01 over about probably a four quarter, six quarter period. This time along we’ve been keeping our branch portfolio fairly clean as we’ve been closing offices every quarter during this downturn. There’s not been one big hit. Fourth quarter a year ago we closed 27 and second quarter of this year we closed 18.

As we’ve talked about, we’re closing a few more here probably in the fourth quarter we haven’t identified, plus the 17 Derrek did identify. We’re probably headed towards... We’ve closed 108 so far over the last 8 quarters and I would imagine that, well Derrek’s identified 17 more on top of that and we’re scrubbing the portfolio hard right now, so we’re not going to reach 200. At this point in time, the average age and the average size of those offices is a lot different than it was back in 2001.

Operator

Your next question comes from T. C. Robillard with Bank of America Securities.

T.C. Robillard - Banc of America Securities

Just Steve to follow up on your comments there, how should we think about kind of the skeleton level of branches for you guys, the point where despite what’s going on in the economy, you guys actually look at it and say, “We’re going to maintain this type of a network” because at some point revenue will come back. We want to be in key areas so do we think that... You said it wouldn’t be 200 but is it 150 from your peak, is it 175? I’m just trying... I know this is something that goes on and you guys have to be a little bit more reactive to what the revenue trends are deciding but there’s got to be some level of branch network that you guys deem as kind of defensible or at least to a point where you don’t want to cut into the muscle.

Steven C. Cooper

One big thing is, you have to keep in mind the type of branch that we’re running, the neighborhood recruiting centers, and usually in a given marketplace we have several, especially large marketplaces, that we have several of these recruiting offices and they’re very much neighborhood-centric, which they don’t really expand beyond on a recruiting basis probably 5 miles and we can serve customers up to 10, maybe on difficult situations or up to 20 but in reality we’re working on a 10-15 mile radius of serving customers and a 5 mile radius on employees.

So given the fact that we have multiple branches in every marketplace, the thinning that we have done, even during this downturn, we have not left, especially left major markets. Now we’ve left some small towns along the way, especially as we ramped up in 2003 and 2004, we took on an aggressive opening in smaller towns so that we are closing up in some of those towns and leaving but for the most part, keep in mind we are not leaving major market centers. We’re just thinning out the crop and we’re looking for methods to serve customers beyond this 10 and 15 mile radius when need be and really it’s based on the need to recruit so we have changed up a little bit of our approach to serving some of these market centers and with a broader sales team or broader sales approach.

It’s all based on the volume needed because of the recruiting network so T.C., it’s hard to answer that question of what is base minimum. It really is driven by the cost structure necessary to serve the current demand and that’s why to some it looks like we’re reactive, but we keep these centers open as long as they’re profitable, as long as they’re recruiting a need for customers in that area. We have done some consolidation but the bulk of this 108 offices that we’ve consolidated so far really has to do with true closings, not consolidating one office to another and so I don’t have an exact answer for you.

It’s keeping this concept of cost structure in front of us week end and week out as we understand where demand is. Fourth quarter a year ago, when we left Q4 of 2007, we had cleaned up our portfolio to a point where we felt that we could manage and have a very successful 2008 and our intent was to not have to close any more but we still answered that question the same that we will based on revenue trends, based on what the demand looks like. Obviously 2008 demand fell off more than we had wanted it to or planned it to at the beginning of the year but every quarter we just kept hammering away at the cost structure because if that revenue comes down, you have to do that.

As we leave the fourth quarter, actually heading into the fourth quarter, we’ve announced 17 more closings and announced that we’re studying and we’ll have some more thoughts on top of that. When we leave the fourth quarter of 2008, you’ll see the branch count we have in mind is for the projected revenue trends of 2009. We’re making our best attempt that at the beginning of the year to have the cost structure in line with what we think the revenue will be.

T.C. Robillard - Banc of America Securities

That’s helpful. Maybe just thinking about it a little bit differently, do you, based on your model, the type of customers that you serve, the industries that you serve, do you get the sense that if you do leave kind of a small town or you do pare back pretty dramatically once you get into... you’re beyond break even, do you have the ability then without damaging customer relations to kind of leave the small town, come back, ramp up pretty quickly when you guys see business coming back in there? I know some of, if you move up the chain and you start talking about some of the broader networks where it’s more kind of the white collar staffing there, there’s a tough part to be able to do that without damaging kind of relationships with businesses. Do you have the ability then to really stay kind of lean as you go through this and be able to respond to the revenue trends without hurting yourselves for kind of a turn if you will?

Steven C. Cooper

Again we have to preface this by we’re mainly talking about the Labor Ready division. It’s the Labor Ready division which is about 65% of our revenue. That’s the division that has more of an accordion ability to it, where quickly we can close an office. It’s 90 day termination notices and 50% of the revenue of any given Labor Ready office is based on project needs and as projects dry up, as construction has dried up, as manufacturers don’t have spikes in demand, that 50% of the revenue is hard to come by because you’re always out selling it.

The other 50% is serving more consistent customers and so already we’re at a part where “How damaging is that 50% going to be?” so we’re watching out, looking over it, trying to hang on as long as we can so we don’t damage that. That’s the 50% we’re trying to get transferred to nearby office to service it from somewhere else. There are those very limited cases where we’re pulling completely out of a small town where we’re walking away from that part of the business. Now can we come back later and pick up that relationship, it will be like opening a new office except for we’ve been there before, we’ve succeeded before, and our name brand will allow us to pick up that project based business quicker when the economy is expanding.

We are taking the approach right now though that we can’t base our cost structure on the hope that 2009 is going to rebound quickly and that those projects will be there to save these branches. With the ability to quickly get out of an office for about $10,000 here in the United States, it’s our best interest to get out of these offices and come back later and take that chance and that’s why you see our aggressive nature of controlling costs the way we are.

T.C. Robillard - Banc of America Securities

That’s great and Derrek, real quick, if we look back to the last cycle, and I know comparing cycles just even on an economic basis is challenging and then trying to layer onto that the difference in your model and your company, I’m just trying to roughly think about this as we’re staring down into, I think the arguments now are basically how deep and how long of a recession as opposed to whether or not we get into one, because if I look back from the last cycle, your peak and trough in terms of your op margins, you guys gave back about 400 basis points in operating margin through the slow down.

Can you give us a sense, the best that you can, with what’s a little different now in your company, where you guys think the de-leverage kind of works, how much from kind of your call it 7.5%, 7.7% kind of peak on an annual op margin basis do you think that you guys kind of trough out on op margins?

Derrek Gafford

Well, I’ll stay a little bit away from the trough piece because everyone’s got their own assumptions for how long this downturn goes and so that can be dangerous and it’s best done in a longer conversation. As far as how the leverage works, it’s not that different from the last downturn with the exception of what Steve pointed out earlier is that we had a very... During the last downturn we had a very high number of branches that were, 300 or 400 branches, that were close to on average a year old, so those types of branches with those low revenue numbers definitely created a lot of negative leverage when things started turning down. But I don’t think the fundamental business model as far as how our normal leverage works has changed dramatically. We’ve added some brands here but that hasn’t fundamentally changed the leverage.

Operator

Your next question comes from Mark Marcon with R.W. Baird.

Mark Marcon – Robert W. Baird & Co., Inc.

I’m just wondering if you could give us a sense for the difference in the trends that you’re seeing across the different divisions if we were to look at a pro-forma year-over-year basis and now obviously... CLP you’ve had for a while, [Martin] you’ve had for a while, also wondering what you’re seeing Plane Techs.. Can you give us some color there just in terms of the organic year-over-year changes that you’re seeing?

Steven C. Cooper

You know Mark it’s more of a timing difference than it is how impactful this downturn has been, so in the beginning periods, just Labor Ready was impacted and mainly those offices that focused heavily on construction mix, so if I’m going back 8 quarters now, and that was our first signs that we delivered and how far they went, now any office that was doing a heavier residential construction has had a longer impact because residence construction turned down first. Later those offices of Labor Ready that weren’t focused as heavily on residential construction started feeling the downturn also, and then it spread into every region if you will.

Lo and behold, the other divisions that focus on longer term staffing, Spartan, they held true all the way through the mid part of this summer and up until the last three or four months, their trends looked more like full time employment because they’re filling longer term customer needs and the employees on the floor of those temporary workers for us are really filling a full time position for the customers. Sure enough, they’ve been under heavy pressure the last 4 or 5 months so the timing was different but the depth of the downturn has looked about the same. Now commercial construction is starting to turn a bit and so the CLP division, most of its work is focused on commercial construction and in the state of Florida, especially right now, CLP, those commercial construction branches, are feeling it quite heavily, about to the same depth that the Labor Ready branches have felt it over time.

So what we’re feeling at this point in time and seeing is the depth for all brands looks about the same. The timing looks different. In the last cycle we held out that Labor Ready would be the first to balance and come out of the downturn. It was the first to go in it and it appears that way again. Labor Ready was the first to go into this downturn and even those branches that aren’t focused on residential, they went in before the Spartan branches. We still believe strongly that division will be the first for us and the first for all staffing that comes out.

The Labor Ready division has felt more stabilization in a lot of markets already, that things haven’t gotten worse. They’re not growing and getting better day in and day out, but they’re not worsening, and the other divisions, they still are worsening, so it’s more timing again then anything, Mark. Now Plane Techs, the demand is high for aviation mechanics. We’re still filling every order we can find and it’s a recruiting game and revenue can continue to grow based on how fast we can recruit, so that division has not been impacted as much or hasn’t been impacted by the downturn at this point in time. Even with airlines cutting back on routes, maintenance needs are still high. The third party outsourcing is still calling on us to help fill those needs.

Mark Marcon – Robert W. Baird & Co., Inc.

So going back to the Labor Ready branches, are you basically saying that your branches in Florida and California and Nevada and Arizona, the first ones that started seeing the impact, they’re not getting any worse on a year-over-year basis now?

Steven C. Cooper

It was a little more general than the specific targets than you just named. If I started getting that specific I’d have to get the exact numbers out which I’m not prepared to do of those markets. It’s more in general those markets that are impacted first are showing stabilization.

Mark Marcon – Robert W. Baird & Co., Inc.

And what level are they stabilizing at? Is it also the negative 21%? Negative 17%? What do you see there?

Steven C. Cooper

So you’re asking on those that have experienced the downturn first, where are they currently running?

Mark Marcon – Robert W. Baird & Co., Inc.

Yes.

Steven C. Cooper

I’m more referring to week in and week out revenue right now in those markets so on a year-over-year basis, there were still some steep declines that we experienced in late Q1 and end of Q2 and in Q3 but if you look back at our 4 to 6 week window, things are stable on that behalf. Things were better a year ago. So on a year-over-year basis they’re still struggling but you’ve seen us go through this before so I don’t know where this conversation actually goes, where we have these step downs, things stabilize for 6, 8, 10 weeks but then there’s a worsening economic condition that hits us.

Mark Marcon – Robert W. Baird & Co., Inc.

I’m just trying to ascertain if you were seeing any markets that were kind of improving on a year-over-year basis because they’ve gone down so much that the year-over-year decline is not quite as bad.

Steven C. Cooper

Well it happens and we have some of those. I don’t know how much to tell you.

Mark Marcon – Robert W. Baird & Co., Inc.

[audio skipped]

Derrek Gafford

That was a little bit less than last quarter. I got mostly year-over-year information with me but that was less than it was last quarter but I don’t have last quarter’s reversal here with me.

Mark Marcon – Robert W. Baird & Co., Inc.

Okay, and what do you expect to see in terms of [pseudo race] next year? Wouldn’t you expect to see like a 50 basis point bump or something along those lines?

Derrek Gafford

I don’t think we’ll see a bump of that magnitude. Really in October is when we work with our outsource provider in figuring out where the states are on that Mark so it’s probably a couple weeks early before I’ll have some better direction on that.

Mark Marcon – Robert W. Baird & Co., Inc.

Can you tell us in terms of your SG&A, how much of that is kind of corporate infrastructure that you can’t leverage?

Derrek Gafford

Of the cost cuts or of our total SG&A?

Mark Marcon – Robert W. Baird & Co., Inc.

Of your total SG&A, what would you say is corporate that would be difficult to change?

Derrek Gafford

Well let me put it this way. There’s probably 10% to 12%. I mean, 70% to 75% of the total SG&A, probably about 75% is in the field and then the remainder of that is split between field management and corporate. But a good portion of our expense structure is leverageable. There are some fixed costs in there and we still have to do tax returns and get 10-Qs and 10-Ks filed and that process doesn’t change, but on the other hand, there’s a lot of transaction processing and what drives that demand is the level of revenue out in the branches, so it’s a lot easier to add cost than take cost out, but at the end of the day we’ve got to scale back our regional, our branches, and our corporate support to match the level of revenue and we’re committed to staying focused there.

Mark Marcon – Robert W. Baird & Co., Inc.

Given how uncertain the environment is and obviously multiple signs of deterioration across the board, what’s your stance with regards to the cash? I think it was sort of asked before but I kind of missed the answer.

Derrek Gafford

The question that was asked before was what was our sentiment on stock buy back right now and that’s not entirely a management decision. That’s one that we talk with the Board about quarterly but what I can say at this point until we have our next Board meeting is that we’re in cash conservation mode and we think that’s the appropriate place to be right now given the market conditions.

Operator

Your next question comes from Ty Govatos with CL King.

Ty Govatos – CL King

More of a technical question. If I remember right, early in the year you expected D&A to be around $19 million or $20 million, about $5 million a quarter. It’s been running at $4 million and I was wondering why the difference and two, you said it would jump up because of systems by $1 million or $2 million. Could you give us some idea of what the run rate will be by the first quarter of next year?

Derrek Gafford

Well a few questions in there Tai. To talk about why the D&A estimate for this year has jumped around a lot, keep in mind we’ve done a lot of acquisitions and every time we do an acquisition, there’s amortization that comes in on those intangible assets, so that pushes it around a bit. As far as we were to take a look at... I talked about the step up in Q4 this year of about $1.2 million over our current run rate. If we look forward to 2009 and annualize that and say how much is still to come on, there’s about another $3.5 million that will spill into the run rate for 2009 so 2009 we would expect it to build over 2008 by about $3.5 million.

Ty Govatos – CL King

For the full year.

Derrek Gafford

For the full year, that’s right.

Operator

Your next question is a follow up from Paul Ginocchio from Deutsche Bank.

Paul Ginocchio - Deutsche Bank

Maybe I missed it but can you give us the gross margin impact again on the acquisition in the third quarter? And then second, I guess pay rates probably are going to be more favorable going forward, maybe bill rates as well, but let’s look at pay rates. Have you seen some ability to work on pay rates to get the spread back, at least to flat?

Derrek Gafford

I got the pay rate one, what was the first question on?

Paul Ginocchio - Deutsche Bank

Gross margin impact from the acquisitions in the third quarter.

Derrek Gafford

Let me take a step back and talk about the impact on ’08 overall kind of on an annual basis because our revenue here is seasonal and it depends which acquisition we’re talking about but overall for this year. The acquisitions that we purchased, their gross margin has been less than what our core operations has been, so that bleeds down gross margins by, it has been impacting gross margins by a little over 2%, probably around 2.2%, low 2s. Those acquisitions though have also had a lower SG&A percentage of revenue and so that’s been reducing the SG&A percentage by a little under 2.5%.

As far as pay rates go, you’ve seen a trend in January and July is when most of these minimum wage increases go through. So during the quarter that they go through, the gap in pay rates tends to widen a little bit and then we work it down, we work it down, we work it down as we move into the second quarter of the minimum wage increase, but I can’t say it’s going to be any easier in 2009. It’s a tough environment out there right now from a pricing perspective. We’ve got the minimum wage increase. We know how to manage those things but at the end of the day just competitively we’ve got some competitors out there that are bidding very low on their bill rates and that’s what’s created some pressure between bill and pay rates.

Operator

Your next question is follow up from Mark Marcon with R. W. Baird.

Mark Marcon – Robert W. Baird & Co., Inc.

On the last thing that you mentioned, I was just wondering how wide of a spread are you seeing on price competition and to what extent are you seeing a logical behavior and then finally how close do you think some of these smaller competitors are to potentially folding up shop and therefore longer term you’re in a better competitive position?

Steven C. Cooper

Well Mark I wish I had better news on that second half of our equation, that competitors were falling. I need to look at my own results here and realize my own results have been falling here like crazy and we’ve closed enough offices ourselves, so it’s not time for me to be pointing fingers at anybody else. Logically it makes sense and we’re seeing behaviors out of smaller competitors that tell us they’re on their last leg of cash flow when they’re offering up rates half of what they were on the gross margin impact front, so even though gross margin maybe has come down to 25% like down in the state of Florida or something like that, people are diving on grenades at 10% and 12% gross margins and we’re staying away from that.

It’s causing our revenue not to go back up but we’re not chasing those kinds of deals. We know better, we know that those are mismanaged companies and there’s going to be accidents, there’s going to be liabilities that follow, and there’s not going to be enough cash flow to take care of that kind of stuff. It does create a very hectic environment at this stage of the game and it does feel worse than the last cycle, no doubt, the level of dropping rates, and maybe last breath efforts of some of these smaller competitors, but that’s probably all I can tell you, is a lot of it is anecdotal.

Mark Marcon – Robert W. Baird & Co., Inc.

I applaud the [inaudible] that you guys are exhibiting.

Operator

You have no questions at this time. I would now like to turn the call over to Steve Cooper for closing remarks.

Steven C. Cooper

We appreciate you being with us today and we look forward to talking with you as we finish up the fourth quarter and updating the results then. Thank you.

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