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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 March 31,June 30, 2023
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from                     to                     
Commission File Number 000-26058

Standard Kforce Logo_Full Color (1).jpg 
Kforce Inc.
Exact name of registrant as specified in its charter
_______________________________________________________________ 
Florida59-3264661
State or other jurisdiction of incorporation or organizationIRS Employer Identification No.
1150 Assembly Drive, Suite 500, Tampa, Florida33607
Address of principal executive officesZip Code
Registrant’s telephone number, including area code: (813) 552-5000
 _______________________________________________________

Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, $0.01 per shareKFRCNASDAQ
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 x   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 x   No  ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “non-accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act:
Large accelerated filerxAccelerated filer
Non-accelerated filerSmaller 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 whether the registrant is a shell company (as defined in Rule 12b-2 of the Act.):    Yes    No  x
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).

The number of shares outstanding of the registrant’s common stock as of May 5,July 28, 2023 was 20,341,265.20,120,748.


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KFORCE INC.
TABLE OF CONTENTS
Item 1.
Item 2.
Item 3.
Item 4.
Item 1.
Item 1A.
Item 2.
Item 3.
Item 4.
Item 5.
Item 6.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
References in this document to the “Registrant,” “Kforce,” the “Company,” “we,” the “Firm,” “management,” “our” or “us” refer to Kforce Inc. and its subsidiaries, except where the context otherwise requires or indicates.
This report, particularly Part I, Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”), and Part II, Item 1A. Risk Factors, and the documents we incorporate into this report contain certain statements that are, or may be deemed to be, forward-looking statements within the meaning of that term in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and are made in reliance upon the protections provided by such acts for forward-looking statements. Such statements may include, but may not be limited to: expectations of financial or operational performance, including our expectations regarding the future growth or declinechanges in revenue of each segment of our business; the impact of the economic environment on our business; our tighter discretionary spend control; the Firm’s commitment to return significant capital to its shareholders regardlessshareholders; our ability to meet capital expenditure and working capital requirements of the economic climate;our operations; the intent and ability to declare and pay quarterly dividends; growth rates in temporary staffing; a constraint in the supply of consultants and candidates or the Firm’s ability to attract such individuals; changes in client demand for our services and our ability to adapt to such changes; the entry of new competitors in the market; the ability of the Firm to maintain and attract clients in the face of changing economic or competitive conditions; expected incurrence of stock-based compensation; the impact of the Inflation Reduction Act of 2022 on our stock repurchases and financial condition; our beliefs regarding the expected future benefits of our flexible working environment; our ability to maintain compliance with our credit facility's covenants; potential government actions or changes in laws and regulations; anticipated costs and benefits of acquisitions, divestitures, joint ventures and other investments; effects of interest rate variations; financing needs or plans; estimates concerning the effects of litigation or other disputes; the occurrence of unanticipated expenses; as well as assumptions as to any of the foregoing and all statements that are not based on historical fact but rather reflect our current expectations concerning future results and events. For a further list and description of various risks, relevant factors and uncertainties that could cause future results or events to differ materially from those expressed or implied in our forward-looking statements, refer to the Risk Factors and MD&A sections. In addition, when used in this discussion, the terms “anticipate,” “assume,” “estimate,” “expect,” “intend,” “plan,” “believe,” “will,” “may,” “likely,” “could,” “should,” “future” and variations thereof and similar expressions are intended to identify forward-looking statements.
Forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted. Future events and actual results could differ materially from those set forth in or underlying the forward-looking statements. Readers are cautioned not to place undue reliance on any forward-looking statements contained in this report, which speak only as of the date of this report. Kforce undertakes no obligation to update any forward-looking statements.
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PART I - FINANCIAL INFORMATION
ITEM 1.    FINANCIAL STATEMENTS.

KFORCE INC. AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
AND COMPREHENSIVE INCOME
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
 
Three Months Ended March 31,Three Months Ended June 30,Six Months Ended June 30,
202320222023202220232022
RevenueRevenue$405,997 $416,967 Revenue$389,190 $436,516 $795,187 $853,483 
Direct costsDirect costs292,021 293,081 Direct costs278,924 305,444 570,945 598,525 
Gross profitGross profit113,976 123,886 Gross profit110,266 131,072 224,242 254,958 
Selling, general and administrative expensesSelling, general and administrative expenses89,339 95,049 Selling, general and administrative expenses82,993 96,147 172,332 191,196 
Depreciation and amortizationDepreciation and amortization1,234 1,093 Depreciation and amortization1,340 1,076 2,574 2,169 
Income from operationsIncome from operations23,403 27,744 Income from operations25,933 33,849 49,336 61,593 
Other expense, net1,045 1,433 
Other expense (income), netOther expense (income), net313 (2,672)1,358 (1,239)
Income from operations, before income taxesIncome from operations, before income taxes22,358 26,311 Income from operations, before income taxes25,620 36,521 47,978 62,832 
Income tax expenseIncome tax expense6,148 7,130 Income tax expense7,046 9,605 13,194 16,735 
Net incomeNet income16,210 19,181 Net income18,574 26,916 34,784 46,097 
Other comprehensive income, net of tax:Other comprehensive income, net of tax:Other comprehensive income, net of tax:
Change in fair value of interest rate swapsChange in fair value of interest rate swaps— 2,302 Change in fair value of interest rate swaps— (2,917)— (615)
Comprehensive incomeComprehensive income$16,210 $21,483 Comprehensive income$18,574 $23,999 $34,784 $45,482 
Earnings per share – basicEarnings per share – basic$0.83 $0.94 Earnings per share – basic$0.96 $1.33 $1.79 $2.27 
Earnings per share – dilutedEarnings per share – diluted$0.82 $0.93 Earnings per share – diluted$0.95 $1.30 $1.77 $2.22 
Weighted average shares outstanding – basicWeighted average shares outstanding – basic19,455 20,319 Weighted average shares outstanding – basic19,341 20,283 19,398 20,300 
Weighted average shares outstanding – dilutedWeighted average shares outstanding – diluted19,667 20,730 Weighted average shares outstanding – diluted19,611 20,718 19,638 20,725 
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
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KFORCE INC. AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS EXCEPT PER SHARE AMOUNTS)
March 31, 2023December 31, 2022June 30, 2023December 31, 2022
ASSETSASSETSASSETS
Current assets:Current assets:Current assets:
Cash and cash equivalentsCash and cash equivalents$171 $121 Cash and cash equivalents$147 $121 
Trade receivables, net of allowances of $1,437 and $1,575, respectively266,525 269,496 
Trade receivables, net of allowances of $1,579 and $1,575, respectivelyTrade receivables, net of allowances of $1,579 and $1,575, respectively249,895 269,496 
Income tax refund receivableIncome tax refund receivable669 35 
Prepaid expenses and other current assetsPrepaid expenses and other current assets8,213 8,143 Prepaid expenses and other current assets8,743 8,108 
Total current assetsTotal current assets274,909 277,760 Total current assets259,454 277,760 
Fixed assets, netFixed assets, net10,036 8,647 Fixed assets, net10,160 8,647 
Other assets, netOther assets, net71,682 75,771 Other assets, net70,636 75,771 
Deferred tax assets, netDeferred tax assets, net3,485 4,786 Deferred tax assets, net2,780 4,786 
GoodwillGoodwill25,040 25,040 Goodwill25,040 25,040 
Total assetsTotal assets$385,152 $392,004 Total assets$368,070 $392,004 
LIABILITIES AND STOCKHOLDERS’ EQUITYLIABILITIES AND STOCKHOLDERS’ EQUITYLIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:Current liabilities:Current liabilities:
Accounts payable and other accrued liabilitiesAccounts payable and other accrued liabilities$69,615 $72,792 Accounts payable and other accrued liabilities$60,247 $72,792 
Accrued payroll costsAccrued payroll costs46,893 48,369 Accrued payroll costs39,414 48,369 
Current portion of operating lease liabilitiesCurrent portion of operating lease liabilities3,800 4,576 Current portion of operating lease liabilities3,581 4,576 
Income taxes payableIncome taxes payable5,449 5,696 Income taxes payable999 5,696 
Total current liabilitiesTotal current liabilities125,757 131,433 Total current liabilities104,241 131,433 
Long-term debt – credit facilityLong-term debt – credit facility22,300 25,600 Long-term debt – credit facility24,600 25,600 
Other long-term liabilitiesOther long-term liabilities51,370 52,773 Other long-term liabilities51,611 52,773 
Total liabilitiesTotal liabilities199,427 209,806 Total liabilities180,452 209,806 
Commitments and contingencies (Note L)Commitments and contingencies (Note L)Commitments and contingencies (Note L)
Stockholders’ equity:Stockholders’ equity:Stockholders’ equity:
Preferred stock, $0.01 par value; 15,000 shares authorized, none issued and outstandingPreferred stock, $0.01 par value; 15,000 shares authorized, none issued and outstanding— — Preferred stock, $0.01 par value; 15,000 shares authorized, none issued and outstanding— — 
Common stock, $0.01 par value; 250,000 shares authorized, 73,247 and 73,242 issued, respectively732 732 
Common stock, $0.01 par value; 250,000 shares authorized, 73,279 and 73,242 issued, respectivelyCommon stock, $0.01 par value; 250,000 shares authorized, 73,279 and 73,242 issued, respectively732 732 
Additional paid-in capitalAdditional paid-in capital512,572 507,734 Additional paid-in capital517,422 507,734 
Accumulated other comprehensive incomeAccumulated other comprehensive income— Accumulated other comprehensive income— 
Retained earningsRetained earnings501,630 492,764 Retained earnings512,937 492,764 
Treasury stock, at cost; 52,920 and 52,744 shares, respectively(829,209)(819,038)
Treasury stock, at cost; 53,163 and 52,744 shares, respectivelyTreasury stock, at cost; 53,163 and 52,744 shares, respectively(843,473)(819,038)
Total stockholders’ equityTotal stockholders’ equity185,725 182,198 Total stockholders’ equity187,618 182,198 
Total liabilities and stockholders’ equityTotal liabilities and stockholders’ equity$385,152 $392,004 Total liabilities and stockholders’ equity$368,070 $392,004 
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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KFORCE INC. AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY
(IN THOUSANDS)
 
Common StockAdditional Paid-In CapitalAccumulated Other
Comprehensive Income
Treasury StockTotal Stockholders’ EquityCommon StockAdditional Paid-In CapitalAccumulated Other
Comprehensive Income
Treasury StockTotal Stockholders’ Equity
SharesAmountRetained EarningsSharesAmountSharesAmountRetained EarningsSharesAmount
Balance, December 31, 2022Balance, December 31, 202273,242 $732 $507,734 $$492,764 52,744 $(819,038)$182,198 Balance, December 31, 202273,242 $732 $507,734 $$492,764 52,744 $(819,038)$182,198 
Net incomeNet income— — — — 16,210 — — 16,210 Net income— — — — 16,210 — — 16,210 
Issuance for stock-based compensation and dividends, net of forfeituresIssuance for stock-based compensation and dividends, net of forfeitures— 340 — (341)— — (1)Issuance for stock-based compensation and dividends, net of forfeitures— 340 — (341)— — (1)
Stock-based compensation expenseStock-based compensation expense— — 4,326 — — — — 4,326 Stock-based compensation expense— — 4,326 — — — — 4,326 
Employee stock purchase planEmployee stock purchase plan— — 172 — — (5)73 245 Employee stock purchase plan— — 172 — — (5)73 245 
Dividends ($0.36 per share)Dividends ($0.36 per share)— — — — (7,003)— — (7,003)Dividends ($0.36 per share)— — — — (7,003)— — (7,003)
Repurchases of common stockRepurchases of common stock— — — — — 181 (10,244)(10,244)Repurchases of common stock— — — — — 181 (10,244)(10,244)
OtherOther— — — (6)— — — (6)Other— — — (6)— — — (6)
Balance, March 31, 2023Balance, March 31, 202373,247 $732 $512,572 $— $501,630 52,920 $(829,209)$185,725 Balance, March 31, 202373,247 732 512,572 $— 501,630 52,920 (829,209)185,725 
Net incomeNet income— — — — 18,574 — — 18,574 
Issuance for stock-based compensation and dividends, net of forfeituresIssuance for stock-based compensation and dividends, net of forfeitures32 — 322 — (322)— — — 
Stock-based compensation expenseStock-based compensation expense— — 4,309 — — — — 4,309 
Employee stock purchase planEmployee stock purchase plan— — 219 — — (5)77 296 
Dividends ($0.36 per share)Dividends ($0.36 per share)— — — — (6,945)— — (6,945)
Repurchases of common stockRepurchases of common stock— — — — — 248 (14,341)(14,341)
Balance, June 30, 2023Balance, June 30, 202373,279 $732 $517,422 $— $512,937 53,163 $(843,473)$187,618 


Common StockAdditional Paid-In CapitalAccumulated Other
Comprehensive Income
Treasury StockTotal Stockholders’ Equity
SharesAmountRetained EarningsSharesAmount
Balance, December 31, 202172,997 $730 $488,036 $621 $442,596 51,492 $(743,577)$188,406 
Net income— — — — 19,181 — — 19,181 
Issuance for stock-based compensation and dividends, net of forfeitures(1)— 319 — (318)— — 
Stock-based compensation expense— — 4,437 — — — — 4,437 
Employee stock purchase plan— — 193 — — (3)49 242 
Dividends ($0.30 per share)— — — — (6,094)— — (6,094)
Change in fair value of interest rate swap, net of tax benefit of $780— — — 2,302 — — — 2,302 
Repurchases of common stock— — — — — 147 (10,270)(10,270)
Balance, March 31, 202272,996 $730 $492,985 $2,923 $455,365 51,636 $(753,798)$198,205 

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Common StockAdditional Paid-In CapitalAccumulated Other
Comprehensive Income
Treasury StockTotal Stockholders’ Equity
SharesAmountRetained EarningsSharesAmount
Balance, December 31, 202172,997 $730 $488,036 $621 $442,596 51,492 $(743,577)$188,406 
Net income— — — — 19,181 — — 19,181 
Issuance for stock-based compensation and dividends, net of forfeitures(1)— 319 — (318)— — 
Stock-based compensation expense— — 4,437 — — — — 4,437 
Employee stock purchase plan— — 193 — — (3)49 242 
Dividends ($0.30 per share)— — — — (6,094)— — (6,094)
Change in fair value of interest rate swap, net of tax benefit of $780— — — 2,302 — — — 2,302 
Repurchases of common stock— — — — — 147 (10,270)(10,270)
Balance, March 31, 202272,996 730 492,985 2,923 455,365 51,636 (753,798)198,205 
Net income— — — — 26,916 — — 26,916 
Issuance for stock-based compensation and dividends, net of forfeitures11 — 298 — (298)— — — 
Stock-based compensation expense— — 4,410 — — — — 4,410 
Employee stock purchase plan— — 234 — — (4)61 295 
Dividends ($0.30 per share)— — — — (6,093)— — (6,093)
Change in fair value of interest rate swaps, net of tax expense of $989— — — (2,917)— — — (2,917)
Repurchases of common stock— — — — — 162 (10,283)(10,283)
Balance, June 30, 202273,007 $730 $497,927 $$475,890 51,794 $(764,020)$210,533 

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
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KFORCE INC. AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
Three Months Ended March 31,
20232022
Cash flows from operating activities:
Net income$16,210 $19,181 
Adjustments to reconcile net income to cash provided by operating activities:
Deferred income tax provision, net1,301 8,321 
Provision for credit losses371 172 
Depreciation and amortization1,234 1,093 
Stock-based compensation expense4,326 4,437 
Noncash lease expense1,130 1,502 
Loss on equity method investment750 825 
Other50 358 
(Increase) decrease in operating assets
Trade receivables, net2,601 (12,914)
Other assets243 (2,577)
Increase (decrease) in operating liabilities
Accrued payroll costs(1,230)15,447 
Other liabilities(7,930)2,897 
Cash provided by operating activities19,056 38,742 
Cash flows from investing activities:
Capital expenditures(1,872)(2,221)
Proceeds from the sale of our joint venture interest5,059 — 
Note receivable issued to our joint venture(750)— 
Equity method investment— (500)
Cash provided by (used) in investing activities2,437 (2,721)
Cash flows from financing activities:
Proceeds from credit facility174,200 — 
Payments on credit facility(177,500)— 
Repurchases of common stock(11,126)(10,270)
Cash dividends(7,003)(6,094)
Payments on other financing arrangements(14)(19)
Cash used in financing activities(21,443)(16,383)
Change in cash and cash equivalents50 19,638 
Cash and cash equivalents, beginning of period121 96,989 
Cash and cash equivalents, end of period$171 $116,627 

Six Months Ended June 30,
20232022
Cash flows from operating activities:
Net income$34,784 $46,097 
Adjustments to reconcile net income to cash provided by operating activities:
Deferred income tax provision, net2,006 6,191 
Provision for credit losses454 (172)
Depreciation and amortization2,574 2,169 
Stock-based compensation expense8,635 8,848 
Noncash lease expense1,803 2,950 
Loss on equity method investment750 1,840 
Other368 531 
(Increase) decrease in operating assets
Trade receivables, net19,148 (19,862)
Other assets2,461 (3,637)
Increase (decrease) in operating liabilities
Accrued payroll costs(8,414)17,566 
Other liabilities(24,138)8,239 
Cash provided by operating activities40,431 70,760 
Cash flows from investing activities:
Capital expenditures(4,950)(3,458)
Proceeds from the sale of our joint venture interest5,059 — 
Equity method investment— (500)
Note receivable issued to our joint venture(750)(2,000)
Other(193)— 
Cash used in investing activities(834)(5,958)
Cash flows from financing activities:
Proceeds from credit facility342,500 — 
Payments on credit facility(343,500)(100,000)
Repurchases of common stock(24,614)(19,600)
Cash dividends(13,947)(12,187)
Other(10)(30)
Cash used in financing activities(39,571)(131,817)
Change in cash and cash equivalents26 (67,015)
Cash and cash equivalents, beginning of period121 96,989 
Cash and cash equivalents, end of period$147 $29,974 

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
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Three Months Ended March 31,Six Months Ended June 30,
Supplemental Disclosure of Cash Flow InformationSupplemental Disclosure of Cash Flow Information20232022Supplemental Disclosure of Cash Flow Information20232022
Cash Paid During the Period For:Cash Paid During the Period For:Cash Paid During the Period For:
Income taxesIncome taxes$5,108 $314 Income taxes$16,547 $7,437 
Operating lease liabilitiesOperating lease liabilities1,303 1,812 Operating lease liabilities2,541 3,622 
Interest, netInterest, net248 547 Interest, net233 892 
Non-Cash Investing and Financing Transactions:Non-Cash Investing and Financing Transactions:Non-Cash Investing and Financing Transactions:
ROU assets obtained from operating leasesROU assets obtained from operating leases$566 $446 ROU assets obtained from operating leases$773 $406 
Employee stock purchase planEmployee stock purchase plan245 242 Employee stock purchase plan541 537 
Unsettled repurchases of common stockUnsettled repurchases of common stock726 952 
Equipment and software additions included in accounts payable and other accrued liabilities957 — 
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
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KFORCE INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Note A - Summary of Significant Accounting Policies
Unless otherwise noted below, there have been no material changes to the accounting policies presented in Note 1 - “Summary of Significant Accounting Policies” of the Notes to Consolidated Financial Statements, included in Item 8. Financial Statements and Supplementary Data of the 2022 Annual Report on Form 10-K.
Basis of Presentation
The unaudited condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the SEC regarding interim financial reporting. Accordingly, certain information and footnotes normally required by GAAP for complete financial statements have been condensed or omitted pursuant to those rules and regulations, although management believes that the disclosures made are adequate to make the information not misleading. These unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in our 2022 Annual Report on Form 10-K. In management’s opinion, the accompanying unaudited condensed consolidated financial statements reflect all adjustments considered necessary for a fair presentation. The Unaudited Condensed Consolidated Balance Sheet as of December 31, 2022, was derived from our audited Consolidated Balance Sheet as of December 31, 2022, as presented in our 2022 Annual Report on Form 10-K.
Our quarterly operating results are affected by the number of billing days in a particular quarter, the seasonality of our clients’ businesses and increased holiday and vacation days taken. In addition, we typically experience higher costs in the first quarter of each fiscal year as a result of certain U.S. state and federal employment tax resets, which adversely affects our gross profit and overall profitability relative to the remainder of the fiscal year. As such, the results of operations for any interim period may be impacted by these factors, among others, and are not necessarily indicative of, nor comparable to, the results of operations for a full year.
Principles of Consolidation
The unaudited condensed consolidated financial statements include the accounts of Kforce Inc. and its subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. References in this document to “Kforce,” the “Company,” “we,” the “Firm,” “management,” “our” or “us” refer to Kforce Inc. and its subsidiaries, except where the context indicates otherwise.
Use of Estimates
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The most critical of these estimates and assumptions relate to the following: allowance for credit losses; income taxes; self-insured liabilities for health insurance; and the impairment of goodwill and other long-lived assets. Although these and other estimates and assumptions are based on the best available information, actual results could be materially different from these estimates. Therefore, our accounting estimates and assumptions might change materially in future periods.
Health Insurance
Except for certain fully insured health insurance lines of coverage, Kforce retains the risk of loss per participant for each health insurance claim up to $600 thousand in claims annually. Additionally, for all claim amounts exceeding $600 thousand, Kforce retains the risk of loss up to an aggregate annual loss of those claims of $280 thousand. For its partially self-insured lines of coverage, health insurance costs are accrued using estimates to approximate the liability for reported claims, and incurred but not reported claims, which are primarily based upon an evaluation of historical claims experience, completion factors determined by an actuary and a qualitative review of our health insurance exposure, including the extent of outstanding claims and expected changes in health insurance costs.
Earnings per Share
Basic earnings per share is computed as net income divided by the weighted average number of common shares outstanding (“WASO”) during the period. WASO excludes unvested shares of restricted stock. Diluted earnings per share is computed by dividing net income by diluted WASO. Diluted WASO includes the dilutive effect of potentially dilutive securities, such as unvested shares of restricted stock using the treasury stock method, except where the effect of including potential common shares would be anti-dilutive.

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For the three and six months ended March 31,June 30, 2023, and 2022, 212270 thousand and 411240 thousand common stock equivalents were included in the diluted WASO, respectively. For the three and six months ended March 31,June 30, 2022, 435 thousand and 425 thousand common stock equivalents were included in the diluted WASO, respectively. For the three and six months ended June 30, 2023, there were 201 thousand and 235 thousand anti-dilutive common stock equivalents, respectively. For the three and six months ended June 30, 2022, there were 264168 thousand and 305304 thousand anti-dilutive common stock equivalents, respectively.
Equity Method Investment and Note Receivable
In June 2019, we entered into a joint venture whereby Kforce obtained a 50% noncontrolling interest in WorkLLama, which was accounted for as an equity method investment. As of December 31, 2022, the equity method investment was fully impaired. During the three months ended June 30, 2023 and 2022, we recorded a loss related to our equity method investment of nil and $1.0 million, respectively. We recorded a loss related to our equity method investment of $0.8 million for each ofand $1.8 million during the threesix months ended March 31,June 30, 2023 and 2022. 2022, respectively.
During the year ended December 31, 2022, Kforce executed a series of promissory notes (the “Note Receivable”) to our joint venture for a total of $6.8 million and recorded a credit loss of $1.9 million, resulting in a balance of $4.8 million at December 31, 2022. There were no payments received on the Note Receivable during the year ended December 31, 2022.
On February 23, 2023, Kforce received $6.0 million in exchange for the sale of our 50% noncontrolling interest in WorkLLama to an unaffiliated third party and in full settlement of the outstanding balance of the Note Receivable. These proceeds, net of customary transaction costs, amounted to $5.1 million and is presented in the investing section of the Unaudited Condensed Consolidated Statements of Cash Flows.
Excise Tax
On August 16, 2022, the Inflation Reduction Act of 2022 (the “IRA”) was signed into Federal law. The IRA provides for, among other things, a new U.S. Federal 1% nondeductible excise tax on certain repurchases of stock by publicly-traded U.S. domestic corporations occurring after December 31, 2022. The excise tax is imposed on the repurchasing corporation itself, not its shareholders from which shares are repurchased. The amount of the excise tax is generally 1% of the fair market value of the shares repurchased at the time of the repurchase. However, forrepurchased. For purposes of calculating the excise tax, repurchasing corporations are permitted to net the fair market value of certain stock issuances against the fair market value of stock repurchases during the same taxable year, with certain exceptions. For the three and six months ended March 31,June 30, 2023, we recorded $0.1 million and $0.2 million in excise tax related to the IRA, which was included in Treasury stock in the unaudited condensed consolidated financial statements.
New Accounting Standards
Recently Adopted Accounting Standards
In March 2020, the FASB issued guidance for reference rate reform, which provided temporary optional guidance to ease the potential burden in accounting for reference rate reform in contracts and other transactions that reference LIBOR, or another reference rate expected to be discontinued because of reference rate reform, if certain criteria are met. The FASB has since issued subsequent updates to the initial guidance in December 2022, which extends the final sunset date for reference rate reform from December 31, 2022 to December 31, 2024. We adopted this standard as of January 1, 2023, and doit did not expect it to have a material impact on our consolidated financial statements.

Note B - Reportable Segments
Kforce provides services through our Technology and Finance and Accounting (“FA”) segments. Historically, and for the three and six months ended March 31,June 30, 2023, we have reported sales and gross profit information on a segment basis. Total assets, liabilities and operating expenses are not reported separately by segment as our operations are largely combined.
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The following table provides information on the operations of our segments (in thousands):
TechnologyFATotalTechnologyFATotal
Three Months Ended March 31,
Three Months Ended June 30,Three Months Ended June 30,
202320232023
RevenueRevenue$364,844 $41,153 $405,997 Revenue$352,025 $37,165 $389,190 
Gross profitGross profit$98,411 $15,565 $113,976 Gross profit$95,485 $14,781 $110,266 
Operating and other expensesOperating and other expenses$91,618 Operating and other expenses$84,646 
Income from operations, before income taxesIncome from operations, before income taxes$22,358 Income from operations, before income taxes$25,620 
202220222022
RevenueRevenue$359,905 $57,062 $416,967 Revenue$384,595 $51,921 $436,516 
Gross profitGross profit$102,450 $21,436 $123,886 Gross profit$109,917 $21,155 $131,072 
Operating and other expensesOperating and other expenses$97,575 Operating and other expenses$94,551 
Income from operations, before income taxesIncome from operations, before income taxes$26,311 Income from operations, before income taxes$36,521 
Six Months Ended June 30,Six Months Ended June 30,
20232023
RevenueRevenue$716,869 $78,318 $795,187 
Gross profitGross profit$193,896 $30,346 $224,242 
Operating and other expensesOperating and other expenses$176,264 
Income from operations, before income taxesIncome from operations, before income taxes$47,978 
20222022
RevenueRevenue$744,500 $108,983 $853,483 
Gross profitGross profit$212,367 $42,591 $254,958 
Operating and other expensesOperating and other expenses$192,126 
Income from operations, before income taxesIncome from operations, before income taxes$62,832 

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Note C - Disaggregation of Revenue
The following table provides the disaggregation of revenue by segment and type (in thousands):
TechnologyFATotalTechnologyFATotal
Three Months Ended March 31,
Three Months Ended June 30,Three Months Ended June 30,
202320232023
Revenue by type:Revenue by type:Revenue by type:
Flex revenueFlex revenue$359,524 $36,008 $395,532 Flex revenue$346,326 $32,144 $378,470 
Direct Hire revenueDirect Hire revenue5,320 5,145 10,465 Direct Hire revenue5,699 5,021 10,720 
Total RevenueTotal Revenue$364,844 $41,153 $405,997 Total Revenue$352,025 $37,165 $389,190 
202220222022
Revenue by type:Revenue by type:Revenue by type:
Flex revenueFlex revenue$351,716 $50,150 $401,866 Flex revenue$375,507 $44,193 $419,700 
Direct Hire revenueDirect Hire revenue8,189 6,912 15,101 Direct Hire revenue9,088 7,728 16,816 
Total RevenueTotal Revenue$359,905 $57,062 $416,967 Total Revenue$384,595 $51,921 $436,516 
Six Months Ended June 30,Six Months Ended June 30,
20232023
Revenue by type:Revenue by type:
Flex revenueFlex revenue$705,850 $68,152 $774,002 
Direct Hire revenueDirect Hire revenue11,019 10,166 21,185 
Total RevenueTotal Revenue$716,869 $78,318 $795,187 
20222022
Revenue by type:Revenue by type:
Flex revenueFlex revenue$727,223 $94,343 $821,566 
Direct Hire revenueDirect Hire revenue17,277 14,640 31,917 
Total RevenueTotal Revenue$744,500 $108,983 $853,483 

Note D - Allowance for Credit Losses
The allowance for credit losses on trade receivables is determined by estimating and recognizing lifetime expected losses, rather than incurred losses, which results in the earlier recognition of credit losses even if the expected risk of credit loss is remote. As part of our analysis, we apply credit loss rates to outstanding receivables by aging category. For certain clients, we perform a quarterly credit review, which considers the client’s credit rating and financial position as well as our total credit loss exposure. Trade receivables are written off after all reasonable collection efforts have been exhausted. Recoveries of trade receivables previously written off are recorded when received and are immaterial for the three and six months ended March 31,June 30, 2023.
The following table presents the activity within the allowance for credit losses on trade receivables for the threesix months ended March 31,June 30, 2023 (in thousands):
Allowance for credit losses, January 1, 2023$1,006 
Current period provision371454 
Write-offs charged against the allowance, net of recoveries of amounts previously written off(442)(402)
Allowance for credit losses, March 31,June 30, 2023$9351,058 
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The allowances on trade receivables presented in the Unaudited Condensed Consolidated Balance Sheets include $0.5 million and $0.6 million at March 31,June 30, 2023 and December 31, 2022, respectively, for reserves unrelated to credit losses.
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Note E - Other Assets, Net
Other assets, net consisted of the following (in thousands):
March 31, 2023December 31, 2022June 30, 2023December 31, 2022
Assets held in Rabbi TrustAssets held in Rabbi Trust$34,323 $31,976 Assets held in Rabbi Trust$36,664 $31,976 
Right-of-use assets for operating leases, netRight-of-use assets for operating leases, net16,538 17,102 Right-of-use assets for operating leases, net12,998 17,102 
Capitalized software, net (1)Capitalized software, net (1)14,845 16,149 Capitalized software, net (1)15,415 16,149 
Deferred loan costs, netDeferred loan costs, net822 881 Deferred loan costs, net769 881 
Notes receivable, net (2)Notes receivable, net (2)— 4,825 Notes receivable, net (2)— 4,825 
Other non-current assetsOther non-current assets5,154 4,838 Other non-current assets4,790 4,838 
Total Other assets, netTotal Other assets, net$71,682 $75,771 Total Other assets, net$70,636 $75,771 
(1) Accumulated amortization of capitalized software was $37.0$37.4 million and $36.6 million as of March 31,June 30, 2023 and December 31, 2022, respectively.
(2) Refer to Note A - “Summary of Significant Accounting Policies” for more details on the sale of our joint venture and the settlement of the Note Receivable.

Note F - Current Liabilities
The following table provides information on certain current liabilities (in thousands):
March 31, 2023December 31, 2022June 30, 2023December 31, 2022
Accounts payable and other accrued liabilities:Accounts payable and other accrued liabilities:Accounts payable and other accrued liabilities:
Accounts payableAccounts payable$47,967 $49,600 Accounts payable$46,296 $49,600 
Accrued liabilitiesAccrued liabilities21,648 23,192 Accrued liabilities13,951 23,192 
Total Accounts payable and other accrued liabilitiesTotal Accounts payable and other accrued liabilities$69,615 $72,792 Total Accounts payable and other accrued liabilities$60,247 $72,792 
Accrued payroll costs:Accrued payroll costs:Accrued payroll costs:
Payroll and benefitsPayroll and benefits$37,178 $41,506 Payroll and benefits$32,940 $41,506 
Payroll taxesPayroll taxes5,138 2,633 Payroll taxes2,175 2,633 
Health insurance liabilitiesHealth insurance liabilities3,805 3,481 Health insurance liabilities3,835 3,481 
Workers’ compensation liabilitiesWorkers’ compensation liabilities772 749 Workers’ compensation liabilities464 749 
Total Accrued payroll costsTotal Accrued payroll costs$46,893 $48,369 Total Accrued payroll costs$39,414 $48,369 
Our accounts payable balance includes vendor and third partythird-party payables. Our accrued liabilities balance includes the current portion of our deferred compensation plans liability, contract liabilities from contracts with customers (such as customer rebates) and other accrued liabilities.

Note G - Credit Facility
On October 20, 2021, the Firm entered into an amended and restated credit agreement with Wells Fargo Bank, National Association (“Wells Fargo”), as administrative agent, Wells Fargo Securities, LLC, as lead arranger and bookrunner, Bank of America, N.A., as syndication agent, BMO Harris Bank, N.A., as documentation agent, and the lenders referred to therein (the “Amended and Restated Credit Facility”). Under the Amended and Restated Credit Facility, the Firm has a maximum borrowing capacity of $200.0 million, which may, subject to certain conditions and the participation of the lenders, be increased up to an aggregate additional amount of $150.0 million. The maturity date of the Amended and Restated Credit Facility is October 20, 2026.
In June 2023, Kforce entered into the First Amendment to the Amended and Restated Credit Facility (the “First Amendment”), by and among Wells Fargo, as administrative agent, and the lenders and financial institutions from time to time party thereto, to replace the LIBOR-based benchmark interest rates with Secured Overnight Financing Rate benchmark interest rates (“SOFR Rate”).
As of MarchJune 30, 2023 and December 31, 2022, $24.6 million and $25.6 million was outstanding under the Amended and Restated Credit Facility, respectively. As of June 30, 2023, we arewere in compliance with all of our financial covenants contained in the Amended and Restated Credit Facility.
As of March 31, 2023 and December 31, 2022, $22.3 million and $25.6 million was outstanding under the Amended and Restated Credit Facility, respectively.
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Note H - Other Long-Term Liabilities
Other long-term liabilities consisted of the following (in thousands):
March 31, 2023December 31, 2022June 30, 2023December 31, 2022
Deferred compensation planDeferred compensation plan$36,839 $36,390 Deferred compensation plan$40,493 $36,390 
Operating lease liabilitiesOperating lease liabilities14,498 16,380 Operating lease liabilities11,089 16,380 
Other long-term liabilitiesOther long-term liabilities33 Other long-term liabilities29 
Total Other long-term liabilitiesTotal Other long-term liabilities$51,370 $52,773 Total Other long-term liabilities$51,611 $52,773 

Note I - Stock-based Compensation
On April 20, 2023, Kforce’s shareholders approved the 2023 Stock Incentive Plan (the “2023 Plan”). The 2023 Plan allows for the issuance of stock options, stock appreciation rights (“SAR”), stock awards (including restricted stock awards (“RSAs”) and restricted stock units (“RSUs”)) and other stock-based awards. The aggregate number of shares reserved under the 2023 Plan is approximately 3.2 million. Grants of an option or SAR reduce the reserve by one share, while a restricted stock award reduces the reserve by 2.72 shares. The 2023 Plan terminates on April 20, 2033.
Restricted stock (including RSAs and RSUs) is granted to directors, executives and management either for awards related to Kforce’s annual long-term incentive program or as part of a compensation package for attraction and retention purposes.
The following table presents the restricted stock activity for the threesix months ended March 31,June 30, 2023 (in thousands, except per share amounts):
Number of 
Restricted Stock
Weighted-Average
Grant Date
Fair Value
Total Intrinsic
Value of Restricted
Stock Vested
Number of 
Restricted Stock
Weighted-Average
Grant Date
Fair Value
Total Intrinsic
Value of Restricted
Stock Vested
Outstanding at December 31, 2022Outstanding at December 31, 2022911 $54.42 Outstanding at December 31, 2022911 $54.42 
GrantedGranted$54.92 Granted49 $55.96 
ForfeitedForfeited(1)$75.22 Forfeited(13)$62.45 
VestedVested(8)$25.71 $467 Vested(33)$44.81 $1,922 
Outstanding at March 31, 2023908 $54.64 
Outstanding at June 30, 2023Outstanding at June 30, 2023914 $54.74 
As of March 31,June 30, 2023, total unrecognized stock-based compensation expense related to restricted stock was $41.2$38.3 million, which willis expected to be recognized over a weighted-average remaining period of 4.1 years.
During the three and six months ended March 31,June 30, 2023, and 2022, stock-based compensation expense was $4.3 million and $8.6 million, respectively. During the three and six months ended June 30, 2022, stock-based compensation expense was $4.4 million respectively, and $8.8 million, respectively. Stock-based compensation expense is included in Selling, general and administrative expenses (“SG&A”) in the Unaudited Condensed Consolidated Statements of Operations and Comprehensive Income.

Note J - Derivative Instrument and Hedging Activity
The Firm maintained two swap instruments, Swap A and Swap B, which were designated as cash flow hedges and were used as interest rate risk management tools to mitigate the potential impact of rising interest rates on variable rate debt. The fixed interest rate for each Swap, plus the applicable interest margin under our credit facility,Amended and Restated Credit Facility, was recorded in Other expense, net in the accompanying Unaudited Condensed Consolidated Statements of Operations and Comprehensive Income. Swap A matured on April 29, 2022 and Swap B was terminated in May 2022. As of March 31,June 30, 2023 and 2022, the Firm did not have any outstanding derivative instruments.
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The following table sets forth the activity in the accumulated derivative instrument activity (in thousands):
Three Months Ended March 31,
20232022
Accumulated derivative instrument gain, beginning of period$— $823 
Net change associated with current period hedging transactions— 3,082 
Accumulated derivative instrument gain, end of period$— $3,905 
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Six Months Ended June 30,
20232022
Accumulated derivative instrument gain, beginning of period$— $823 
Net change associated with current period hedging transactions— (823)
Accumulated derivative instrument gain, end of period$— $— 

Note K - Fair Value Measurements
Our interest rate swaps were previously measured at fair value using readily observable inputs, which are considered to be Level 2 inputs. In April 2022, Swap A matured and in May 2022, we terminated Swap B. Refer to Note J - “Derivative Instrument and Hedging Activity” for a complete discussion of the interest rate swap derivative instruments.
There were no transfers into or out of Level 1, 2 or 3 assets or liabilities during the threesix months ended March 31,June 30, 2023.

Note L - Commitments and Contingencies
Employment Agreements
Kforce has employment agreements with certain executives that provide for certain post-employment benefits under certain circumstances. At March 31,June 30, 2023, our liability would be approximately $40.4$40.3 million if, following a change in control, all of the executives under contract were terminated without cause by the employer or if the executives resigned for good reason, and $17.4 million if, in the absence of a change in control, all of the executives under contract were terminated by Kforce without cause or if the executives resigned for good reason.
Litigation
We are involved in legal proceedings, claims, and administrative matters that arise in the ordinary course of business. Webusiness, and we have made accruals with respect to certain of these matters, where appropriate, that are reflected in our consolidated financial statements but are not, individually or in the aggregate, considered material. For other matters for which an accrual has not been made, we have not yet determined that a loss is probable, or the amount of loss cannot be reasonably estimated. While the ultimateThe outcome of the matters cannot be determined,any litigation is inherently uncertain, but we currently do not expect that these proceedings and claims, individually or in the aggregate, will have a material effect on our consolidated financial position, results of operations or cash flows. The outcome of any litigation is inherently uncertain,statements; however, and if decided adversely to us, or if we determine that settlement of particular litigation is appropriate, we may be subject to liabilityadditional liabilities that could have a material adverse effect on our financial position, results of operations or cash flows. Kforce maintains liability insurance in amounts and with such coverage and deductibles as management believes is reasonable. The principal liability risks that Kforce insures us against are workers’ compensation, personal injury,and bodily injury, property damage, directors’ and officers’ liability, errors and omissions, cyber liability, employment practices liability and fidelity losses. There can be no assurance that Kforce’s liability insurance will cover all events or that the limits of coverage will be sufficient to fully cover all liabilities.
Except as stated below, there have been no material developmentsAs previously reported, on December 17, 2019, Kforce Inc., et al., was served with regarda complaint brought in Superior Court of the State of California, Alameda County. Kathleen Wahrer, et al. v. Kforce Inc., et al., Case Number: RG19047269. The former employee purports to bring a representative action on her own behalf and on behalf of other allegedly aggrieved employees pursuant to the legal proceedingsCalifornia Private Attorneys General Act of 2004, California Labor Code Section 2968, et seq. (“PAGA”) alleging violations of the California Labor Code, §201, et seq. (“Labor Code”). The plaintiff seeks civil penalties, interest, attorneys’ fees, and costs under the Labor Code for alleged failure to: provide and pay for work performed during meal and rest periods; properly calculate and pay all earned minimum and overtime wages; provide compliant wage statements; timely pay wages during employment and upon termination; and reimburse business expenses. At this stage in the litigation, it is not feasible to predict the outcome of this matter or reasonably estimate a range of loss, should a loss occur, from this proceeding.
As previously disclosed in our 2022 Annual Reportreported, on Form 10-K.
On November 18, 2020, Kforce Inc., et al. was served with a complaint brought in the Superior Court of the State of California, San Diego County, which was subsequently amended on January 21, 2021, to add Kforce Flexible Solutions as a party. Bernardo Buchsbaum, et al. v. Kforce Inc., et al., Case Number: 37-2020-00030994-CU-OE-CTL. The former employee purportedly brought a representative action on his own behalf and on behalf of other allegedly aggrieved employees pursuant to PAGA alleging violations of the Labor Code. The plaintiff sought civil penalties, interest, attorney’s fees, and costs under the Labor Code for alleged failure to: properly calculate and pay all earned minimum and overtime wages; provide and pay for work performed during meal and rest periods; reimburse business expenses; provide compliant wage statements; and provide unused vacation wages upon termination. The Court entered a written order granting final approval of the parties’ settlement agreement in March 2023, and the case has been dismissed. This matter did not have a material adverse effect on our business, consolidated financial position, results of operations, or cash flows.
On December 11, 2020, a complaint was filed against Kforce and its client, Verity Health System of California (Verity) in the Superior Court of California, County of Los Angeles, which was subsequently amended on February 19, 2021. Ramona Webb v. Kforce Flexible Solutions, LLC, et al., Case Number: 20STCV47529. Former consultant Ramona Webb sued both Kforce and Verity alleging certain individual claims in addition to a PAGA claim based on alleged violations of various provisions of the Labor Code. With respect to the PAGA claim, Plaintiff sought to recover on her behalf, on behalf of the State of California, and on behalf of all allegedly aggrieved employees, the civil penalties provided by PAGA, attorney’s fees and costs. The parties resolved Webb’s individual claims and the representative PAGA claim will be dismissed without prejudice following completion of the settlement. This matter is not expected to have a material adverse effect on our business, consolidated financial position, results of operations, or cash flows.
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OnAs previously reported, on December 24, 2020, a complaint was filed against Kforce Inc., et al. in Superior Court of the State of California, Los Angeles County. Sydney Elliott-Brand, et al. v. Kforce Inc., et al., Case Number: 20STCV49193. On January 7, 2022, the lawsuit was amended to add Bernardo Buchsbaum and Josie Meister as plaintiffs and to add claims under PAGA and the Fair Labor Standards Act, 29 U.S.C. §§ 201, et seq. On behalf of themselves and a putative class and collective of talent recruiters and allegedly aggrieved employees in California and nationwide, the plaintiffs purportedly brought a class action for alleged violations of the Labor Code, Industrial Welfare Commission Wage Orders, and the California Business and Professions Code, §17200, et seq., a collective action for alleged violations of FLSA, and a PAGA action for alleged violations of the Labor Code. The plaintiffs sought payment to recover unpaid wages and benefits, interest, attorneys’ fees, costs and expenses, penalties, and liquidated damages for alleged failure to: properly calculate and pay all earned minimum and overtime wages; provide meal and rest periods or provide compensation in lieu thereof; provide accurate itemized wage statements; reimburse for all business expenses; pay wages due upon separation; and pay for all hours worked over forty in one or more workweeks. Plaintiffs also sought an order requiring defendants to restore and disgorge all funds acquired by means of unfair competition under the California Business and Professions Code. The Court entered a written order granting final approval of the parties’ settlement agreement in March 2023, and the case has been dismissed.matter is considered closed. This matter did not have a material adverse effect on our business, consolidated financial position, results of operations, or cash flows.
On January 6, 2022,As previously reported, on December 11, 2020, a complaint was filed against Kforce Inc.and its client, Verity Health System of California (“Verity”) in the Superior Court of the State of California, for the County of Los Angeles, andwhich was servedsubsequently amended on January 21, 2022. Jessica Cook and Brianna Pratt, et al.February 19, 2021. Ramona Webb v. Kforce Inc.Flexible Solutions, LLC, et al., Case Number: 22STCV00602. On behalf of themselves and others similarly situated, plaintiffs purportedly brought a class action alleging violations of Labor Code and the California Business and Professional Code and challenging the exempt classification of a select class of recruiters. Plaintiffs and class members sought damages for all earned wages, statutory penalties, injunctive relief, attorney’s fees, and interest for alleged failure to: properly classify certain recruiters as nonexempt from overtime; timely pay all wages earned, including overtime premium pay; provide accurate wage statements; provide meal and rest periods; and comply with California's Unfair Competition Law.20STCV47529. The Court entered a written order granting final approval ofdismissed the parties’ settlement agreementrepresentative PAGA action in MarchMay 2023, and the case has been dismissed. This matter did not have a material adverse effectAmerican Arbitration Association closed its file on our business, consolidated financial position, results of operations, or cash flows.
On January 6, 2022, a complaint was filed against Kforce Inc.Webb’s individual claims in the United States District Court for the Middle District of Florida and was served on February 4, 2022. Sam Whiteman, et al. v. Kforce Inc., Case Number: 8:22-cv-00056. On behalf of himself and all others similarly situated, the plaintiff brought a one-count collective action complaint for alleged violations of the FLSA by failing to pay overtime wages. Plaintiff, on behalf of himself and the putative collective, sought to recover unpaid wages, liquidated damages, attorneys’ fees and costs, and prejudgment interest for alleged failure to properly classify specified recruiters as nonexempt from overtime and properly compensate for all hours worked over 40 hours in one or more workweeks. The Court granted final approval of the parties’ settlement agreement and the case was dismissed in FebruaryJune 2023. This matter did not have a material adverse effect on our business, consolidated financial position, results of operations, or cash flows.
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ITEM 2.    MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
EXECUTIVE SUMMARY
The following is an executive summary of what Kforce believes are highlights as of and for the threesix months ended March 31,June 30, 2023, which should be considered in the context of the additional discussions herein and in conjunction with the unaudited condensed consolidated financial statements and notes thereto.
Revenue for the threesix months ended March 31,June 30, 2023 decreased 2.6%,6.8% to $406.0$795.2 million from $417.0$853.5 million in the comparable period in 2022. Revenue increased 1.4%decreased 3.7% and 28.1% for Technology and decreased 27.9% for FA, respectively, primarily driven by a softening in the demandimpact of the macro environment on our business and the result of our repositioning efforts.efforts for FA.
Flex revenue for the threesix months ended March 31,June 30, 2023 decreased 1.6%,5.8% to $395.5$774.0 million from $401.9$821.6 million in the comparable period in 2022. Flex revenue increased 2.2%decreased 2.9% and decreased 28.2%27.8% for Technology and FA, respectively.
Direct Hire revenue for the threesix months ended March 31,June 30, 2023 decreased 30.7%33.6% to $10.5$21.2 million from $15.1$31.9 million in the comparable period in 2022.
Gross profit margin for the threesix months ended March 31,June 30, 2023 decreased 160170 basis points to 28.1%28.2%, compared to March 31,June 30, 2022, as a result of a decline in the mix of Direct Hire revenue mix and a decline in ourTechnology Flex gross profit margin.margins.
Flex gross profit margin for the threesix months ended March 31,June 30, 2023 decreased 90 basis points to 26.2%, compared to March 31,June 30, 2022, primarily due to a tighter pricing environment, higher healthcare costs, and business mix changes within our client portfolio.
SG&A expenses as a percentage of revenue for the threesix months ended March 31,June 30, 2023 decreased to 22.0%21.7% from 22.8%22.4% in the comparable period in 2022 primarily as a result of decreasesa decrease in performance-based compensation given lower growth rates, lease expense due to the streamlining of our real estate portfolio and professional fees.revenues.
Net income for the six months ended June 30, 2023 decreased 24.5% to $34.8 million, or $1.77 per share, from $46.1 million, or $2.22 per share, for the six months ended June 30, 2022. The termination of our interest rate swaps in the three months ended March 31, 2023, decreased 15.5%June 30, 2022 resulted in a benefit to $16.2 million, or $0.82earnings per share from $19.2 million, or $0.93 per share, in March 31, 2022.of $0.14.
The Firm returned $17.0$38.0 million of capital to our shareholders in the form of open market repurchases totaling $10.0$24.0 million and quarterly dividends totaling $7.0$14.0 million during the threesix months ended March 31,June 30, 2023.
Cash provided by operating activities was $19.1$40.4 million during the threesix months ended March 31,June 30, 2023, as compared to $38.7$70.8 million for the threesix months ended March 31,June 30, 2022.

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RESULTS OF OPERATIONS
Business Overview
Kforce is a leading domestic provider of technology and finance and accounting talent solutions to innovative and industry-leading companies. Our corporate headquarters is in Tampa, Florida. As of March 31,June 30, 2023, Kforce employed approximately 2,000 associates and 9,500had approximately 9,000 consultants on assignment providing flexible staffing services and solutions to our clients. Kforce serves clients across a diverse set of industries and organizations of all sizes, but we place a particular focus on serving Fortune 500 companies and other large consumers of our services.
From an economic standpoint, total and temporary employment figures and trends have historically been important indicators of staffing demand. The national unemployment rate remained flat at 3.5%was 3.6% at the end of MarchJune 2023 as compared to 3.5% at December 2022. In the latest U.S. staffing industry forecast published by Staffing Industry Analysts (“SIA”) in April 2023, the technology temporary staffing industry and finance and accounting temporary staffing industry are estimated to grow 5% and 6% in 2023, respectively, and 7% and 5% in 2024, respectively.
Operating Results - Three and Six Months Ended March 31,June 30, 2023 and 2022
The following table presents certain items in our Unaudited Condensed Consolidated Statements of Operations and Comprehensive Income as a percentage of revenue:
Three Months Ended
March 31,Three Months Ended June 30,Six Months Ended June 30,
202320222023202220232022
Revenue by segment:Revenue by segment:Revenue by segment:
TechnologyTechnology89.9 %86.3 %Technology90.5 %88.1 %90.2 %87.2 %
FAFA10.1 13.7 FA9.5 11.9 9.8 12.8 
Total RevenueTotal Revenue100.0 %100.0 %Total Revenue100.0 %100.0 %100.0 %100.0 %
Revenue by type:Revenue by type:Revenue by type:
FlexFlex97.4 %96.4 %Flex97.2 %96.1 %97.3 %96.3 %
Direct HireDirect Hire2.6 3.6 Direct Hire2.8 3.9 2.7 3.7 
Total RevenueTotal Revenue100.0 %100.0 %Total Revenue100.0 %100.0 %100.0 %100.0 %
Gross profitGross profit28.1 %29.7 %Gross profit28.3 %30.0 %28.2 %29.9 %
Selling, general and administrative expensesSelling, general and administrative expenses22.0 %22.8 %Selling, general and administrative expenses21.3 %22.0 %21.7 %22.4 %
Depreciation and amortizationDepreciation and amortization0.3 %0.3 %Depreciation and amortization0.3 %0.2 %0.3 %0.3 %
Income from operationsIncome from operations5.8 %6.7 %Income from operations6.7 %7.8 %6.2 %7.2 %
Income from operations, before income taxesIncome from operations, before income taxes5.5 %6.3 %Income from operations, before income taxes6.6 %8.4 %6.0 %7.4 %
Net incomeNet income4.0 %4.6 %Net income4.8 %6.2 %4.4 %5.4 %
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Revenue. The following table presents revenue by type for each segment and the percentage change from the prior period (in thousands):
Three Months Ended March 31,Three Months Ended June 30,Six Months Ended June 30,
2023Increase
(Decrease)
20222023Increase
(Decrease)
20222023Increase
(Decrease)
2022
TechnologyTechnologyTechnology
Flex revenueFlex revenue$359,524 2.2 %$351,716 Flex revenue$346,326 (7.8)%$375,507 $705,850 (2.9)%$727,223 
Direct Hire revenueDirect Hire revenue5,320 (35.0)%8,189 Direct Hire revenue5,699 (37.3)%9,088 11,019 (36.2)%17,277 
Total Technology revenueTotal Technology revenue$364,844 1.4 %$359,905 Total Technology revenue$352,025 (8.5)%$384,595 $716,869 (3.7)%$744,500 
FAFAFA
Flex revenueFlex revenue$36,008 (28.2)%$50,150 Flex revenue$32,144 (27.3)%$44,193 $68,152 (27.8)%$94,343 
Direct Hire revenueDirect Hire revenue5,145 (25.6)%6,912 Direct Hire revenue5,021 (35.0)%7,728 10,166 (30.6)%14,640 
Total FA revenueTotal FA revenue$41,153 (27.9)%$57,062 Total FA revenue$37,165 (28.4)%$51,921 $78,318 (28.1)%$108,983 
Total Flex revenueTotal Flex revenue$395,532 (1.6)%$401,866 Total Flex revenue$378,470 (9.8)%$419,700 $774,002 (5.8)%$821,566 
Total Direct Hire revenueTotal Direct Hire revenue10,465 (30.7)%15,101 Total Direct Hire revenue10,720 (36.3)%16,816 21,185 (33.6)%31,917 
Total RevenueTotal Revenue$405,997 (2.6)%$416,967 Total Revenue$389,190 (10.8)%$436,516 $795,187 (6.8)%$853,483 
Our quarterly operating results are affected by the number of billing days in a quarter. The following table presents the year-over-year changes in revenue, growth rates, on a billing day basis, for the last five quarters:
Year-Over-Year Flex Revenue Growth RatesChanges in Year-Over-Year Flex Revenue
(Per Billing Day)(Per Billing Day)
Q1 2023Q4 2022Q3 2022Q2 2022Q1 2022Q2 2023Q1 2023Q4 2022Q3 2022Q2 2022
Billing DaysBilling Days6461646464Billing Days6464616464
TechnologyTechnology2.2 %8.5 %15.7 %23.3 %26.0 %Technology(7.8)%2.2 %8.5 %15.7 %23.3 %
FAFA(28.2)%(28.8)%(30.7)%(49.0)%(37.6)%FA(27.3)%(28.2)%(28.8)%(30.7)%(49.0)%
Total FlexTotal Flex(1.6)%3.1 %8.7 %7.2 %11.8 %Total Flex(9.8)%(1.6)%3.1 %8.7 %7.2 %
Flex Revenue. The key drivers of Flex revenue are the number of consultants on assignment, billable hours, the bill rate per hour and, to a limited extent, the amount of billable expenses incurred by Kforce and billable to our clients.
Flex revenue forin our Technology increased 2.2%business decreased during the three and six months ended March 31,June 30, 2023 by 7.8% and 2.9%, respectively, as compared to the same periodperiods in 2022, which was driven by higher average bill rates, which increased 4.7% year-over-year, partially offset byprimarily due to a decrease in consultants on assignment. Beginning in the second half of 2022, we experiencedassignment, which was partially offset by higher average bill rates. We continued to experience a softening in the demand environment andin the second quarter as our clients began exercisingcontinue to exercise restraint in initiating new technology initiatives and selectively pruning resources on existing programs against the backdrop of increasing economic uncertainties. As expected, our growththe current macroeconomic environment. Our average bill rates remained strong and increased 3.5% and 4.7% for the three and six months ended June 30, 2023, respectively, as compared to the same periods in our Technology business have slowed.2022. We expect revenue in our Technology Flex business in the secondthird quarter to decline sequentially in the mid-single digits on a year-over-year basis and to declineexpect declines in the low singledouble digits as we face more difficult comparisons on a sequentialyear-over-year basis.
Our FA segment experienced a decrease in Flex revenue for our FA segment decreased 28.2%of 27.3% and 27.8% during the three and six months ended March 31,June 30, 2023, respectively, as compared to the same periodperiods in 2022, primarily driven by the repositioning efforts of our business towards more high-skilled roles and the currentcontinued uncertainty in the macroeconomic environment. We have seencontinue to see indicators of success in this repositioning as our average bill rates improved approximately 3.6% sequentially and 10.4% year-over-year incontinued to improve by 5.4% sequentially. In the firstthird quarter, of 2023 compared to the same period in 2022. Wewe expect the year-over-year decline in FA Flex revenue in our FA business in theto approximate second quarter to be comparable to first quarter levels.
The following table presents the key drivers for the change in Flex revenue by segment over the prior period (in thousands):
Three Months EndedThree Months EndedSix Months Ended
March 31, 2023 vs. March 31, 2022June 30, 2023 vs. June 30, 2022June 30, 2023 vs. June 30, 2022
TechnologyFATechnologyFATechnologyFA
Key Drivers - Increase (Decrease)Key Drivers - Increase (Decrease)Key Drivers - Increase (Decrease)
Volume - hours billedVolume - hours billed$(7,653)$(17,530)Volume - hours billed$(40,334)$(14,342)$(47,611)$(31,918)
Bill rateBill rate15,954 3,397 Bill rate11,708 2,291 27,287 5,733 
Billable expensesBillable expenses(493)(9)Billable expenses(555)(1,049)(6)
Total change in Flex revenueTotal change in Flex revenue$7,808 $(14,142)Total change in Flex revenue$(29,181)$(12,049)$(21,373)$(26,191)
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The following table presents total Flex hours billed by segment and percentage change over the prior period (in thousands):
Three Months Ended March 31,Three Months Ended June 30,Six Months Ended June 30,
2023Increase
(Decrease)
20222023Increase
(Decrease)
20222023Increase
(Decrease)
2022
TechnologyTechnology4,032 (2.2)%4,122 Technology3,829 (10.8)%4,292 7,861 (6.6)%8,414 
FAFA748 (35.0)%1,150 FA633 (32.5)%938 1,381 (33.9)%2,088 
Total Flex hours billedTotal Flex hours billed4,780 (9.3)%5,272 Total Flex hours billed4,462 (14.7)%5,230 9,242 (12.0)%10,502 
Direct Hire Revenue. The key drivers of Direct Hire revenue are the number of placements and the associated placement fee. Direct Hire revenue also includes conversion revenue, which may occur when a consultant initially assigned to a client on a temporary basis is later converted to a permanent placement for a fee.
Direct Hire revenue decreased 30.7%36.3% and 33.6% during the three and six months ended March 31,June 30, 2023, respectively, as compared to the same periodperiods in 2022, which was primarily driven by a decrease in placements.placements stemming from the uncertainties in the macroeconomic environment.
Gross Profit. Gross profit is calculated by deducting direct costs (primarily consultant compensation, payroll taxes, payroll-related insurance and certain fringe benefits, as well as third partythird-party compliance costs) from total revenue. There are no consultant payroll costs associated with Direct Hire placements,placements; accordingly, all Direct Hire revenue increases gross profit by the full amount of the placement fee.
The following table presents the gross profit percentage (gross profit as a percentage of total revenue) by segment and percentage change over the prior period:
Three Months Ended March 31,Three Months Ended June 30,Six Months Ended June 30,
2023Increase
(Decrease)
20222023Increase
(Decrease)
20222023Increase
(Decrease)
2022
TechnologyTechnology27.0 %(5.3)%28.5 %Technology27.1 %(5.2)%28.6 %27.0 %(5.3)%28.5 %
FAFA37.8 %0.5 %37.6 %FA39.8 %(2.2)%40.7 %38.7 %(1.0)%39.1 %
Total gross profit percentageTotal gross profit percentage28.1 %(5.4)%29.7��%Total gross profit percentage28.3 %(5.7)%30.0 %28.2 %(5.7)%29.9 %
The total gross profit percentage for each of the three and six months ended March 31,June 30, 2023 decreased 160170 basis points as compared to the same periodperiods in 2022, primarily due to a decline in the mix of Direct Hire mixrevenue and a decline in ourlower Technology Flex gross profit margin.margins.
Flex gross profit percentage (Flex gross profit as a percentage of Flex revenue) provides management with helpful insights into the other drivers of total gross profit percentage driven by our Flex business, such as changes in the spread between the consultants’ bill rate and pay rate, changes in payroll tax rates or benefits costs, as well as the impact of billable expenses, which provide no profit margin.
The following table presents the Flex gross profit percentage by segment and percentage change over the prior period:
Three Months Ended March 31,Three Months Ended June 30,Six Months Ended June 30,
2023Increase
(Decrease)
20222023Increase
(Decrease)
20222023Increase
(Decrease)
2022
TechnologyTechnology25.9 %(3.4)%26.8 %Technology25.9 %(3.7)%26.9 %25.9 %(3.4)%26.8 %
FAFA28.9 %(0.3)%29.0 %FA30.4 %— %30.4 %29.6 %— %29.6 %
Total Flex gross profit percentageTotal Flex gross profit percentage26.2 %(3.3)%27.1 %Total Flex gross profit percentage26.3 %(3.3)%27.2 %26.2 %(3.3)%27.1 %
Overall, ourOur Flex gross profit percentage decreased 90 basis points for each of the three and six months ended March 31,June 30, 2023 as compared to same periods in 2022.
Technology Flex gross profit margin decreased 100 and 90 basis points for the three and six months ended June 30, 2023, respectively, as compared to the same periodperiods in 2022, primarily due to a tighter pricing environment, higher healthcare costs and business mix changes within our client portfolioportfolio. We expect Technology Flex gross profit margins for the third quarter to be stable with second quarter levels.
FA Flex gross profit margins were flat for the three and six months ended June 30, 2023 as compared to the same periods in our Technology business.2022.
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The following table presents the key drivers for the change in Flex gross profit by segment over the prior period (in thousands):
Three Months Ended
March 31, 2023 vs. March 31, 2022
TechnologyFA
Key Drivers - Increase (Decrease)
Revenue impact$2,092 $(4,096)
Profitability impact(3,262)(8)
Total change in Flex gross profit$(1,170)$(4,104)
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Three Months EndedSix Months Ended
June 30, 2023 vs. June 30, 2022June 30, 2023 vs. June 30, 2022
TechnologyFATechnologyFA
Key Drivers - Increase (Decrease)
Revenue impact$(7,836)$(3,661)$(5,735)$(7,759)
Profitability impact(3,207)(6)(6,478)(12)
Total change in Flex gross profit$(11,043)$(3,667)$(12,213)$(7,771)
SG&A Expenses. Total compensation, commissions, payroll taxes and benefit costs as a percentage of SG&A represented 84.6%85.6% and 85.1% for the three and six months ended March 31,June 30, 2023, respectively, as compared to 84.4%85.7% and 85.0% for the same periodcomparable periods in 2022.2022, respectively. Commissions and bonus incentives are variable costs driven primarily by revenue and gross profit levels. Therefore, as those levels change, these expenses would also generally be anticipated to change.
The following table presents components of SG&A expenses, and expressed as a percentage of revenue (in thousands):
2023% of Revenue2022% of Revenue2023% of Revenue2022% of Revenue
Three Months Ended March 31,
Three Months Ended June 30,Three Months Ended June 30,
Compensation, commissions, payroll taxes and benefits costsCompensation, commissions, payroll taxes and benefits costs$75,615 18.6 %$80,224 19.2 %Compensation, commissions, payroll taxes and benefits costs$71,004 18.2 %$82,368 18.9 %
Other (1)Other (1)13,724 3.4 %14,825 3.6 %Other (1)11,989 3.1 %13,779 3.2 %
Total SG&ATotal SG&A$89,339 22.0 %$95,049 22.8 %Total SG&A$82,993 21.3 %$96,147 22.0 %
Six Months Ended June 30,Six Months Ended June 30,
Compensation, commissions, payroll taxes and benefits costsCompensation, commissions, payroll taxes and benefits costs$146,619 18.4 %$162,592 19.1 %
Other (1)Other (1)25,713 3.2 %28,604 3.4 %
Total SG&ATotal SG&A$172,332 21.7 %$191,196 22.4 %
(1) Includes credit loss expense, lease expense, professional fees, travel, telephone, computer, and certain other expenses.
SG&A as a percentage of revenue decreased 8070 basis points for each of the three and six months ended March 31,June 30, 2023, as compared to the same periodperiods in 2022. The2022, primarily due to a decrease was mostly driven by lowerin performance-based compensation given lower overall revenue growth rates, cost efficiencies gained by reducing the overall square footage of leased space in our Office OccasionalSM work environment,and gross profit levels, and lower professional fees.
Due toDespite the softeninguncertainties in the demandmacroeconomic environment, we are prioritizing continuedcontinuing to prioritize investments in our strategic initiatives, including our integrated strategy and multi-year efforts to transform our back office, andbut are exercising tighter discretionary spend control, taking certain actions to align our costs with the lower revenue levels and generating other cost efficiencies, where appropriate.
Depreciation and Amortization. The following table presents depreciation and amortization expense and percentage change over the prior period by major category (in thousands):
Three Months Ended March 31,Three Months Ended June 30,Six Months Ended June 30,
2023Increase
(Decrease)
20222023Increase
(Decrease)
20222023Increase
(Decrease)
2022
Fixed asset depreciation (includes finance leases)Fixed asset depreciation (includes finance leases)$634 (6.4)%$677 Fixed asset depreciation (includes finance leases)$884 40.8 %$628 $1,518 16.3 %$1,305 
Capitalized software amortizationCapitalized software amortization600 44.2 %416 Capitalized software amortization456 1.8 %448 1,056 22.2 %864 
Total Depreciation and amortizationTotal Depreciation and amortization$1,234 12.9 %$1,093 Total Depreciation and amortization$1,340 24.5 %$1,076 $2,574 18.7 %$2,169 
Other Expense (Income), Net.Other expense, net for the three and six months ended March 31,June 30, 2023 and 2022, was $1.0$0.3 million and $1.4 million, respectively. Other income, net for the three and six months ended June 30, 2022 was $2.7 million and $1.2 million, respectively. This line item primarily includes interest expense related to outstanding borrowings under our credit facilityAmended and Restated Credit Facility and our proportionate share of losses related to our equity method investment.investment prior to the sale of our noncontrolling interest in WorkLLama in February 2023, as discussed below.
OurDuring the three and six months ended June 30, 2023, our proportionate share of losses related to our equity method investment was nil and $0.8 million, for each ofrespectively. During the three and six months ended March 31, 2023June 30, 2022, our proportionate share of losses related to our equity method investment was $1.0 million and 2022.$1.8 million, respectively. On February 23, 2023, Kforce sold its 50% noncontrolling interest in WorkLLama to an unaffiliated third party. Refer to Note A - “Summary of Significant Accounting Policies” in the Notes to Unaudited Condensed Consolidated Financial Statements, included in Item 1 of this report, for more details.
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During the three and six months ended June 30, 2022, Other income, net also includes a $4.1 million gain recognized as a result of the termination of an interest rate swap agreement in May 2022. Refer to Note J - “Derivative Instrument and Hedging Activity” in the Notes to Consolidated Financial Statements, included in Item 8. Financial Statements and Supplementary Data, for a complete discussion of the interest rate swap derivative instruments.
Income Tax Expense. Income tax expense as a percentage of income from operations, before income taxes (our “effective tax rate”) for the threesix months ended March 31,June 30, 2023 and 2022 was 27.5% and 27.1%26.6%, respectively. The primary differences between the U.S. statutory rate and our effective tax rate are related to state taxes and other nondeductible items such as Internal Revenue Code Section 162(m).
Non-GAAP Financial Measures
Free Cash Flow.Flow. “Free Cash Flow,” a non-GAAP financial measure, is defined by Kforce as net cash provided by operating activities determined in accordance with GAAP, less capital expenditures. Management believes this provides an additional way of viewing our liquidity that, when viewed with our GAAP results, provides a more complete understanding of factors and trends affecting our cash flows and is useful information to investors as it provides a measure of the amount of cash generated from the business that can be used for strategic opportunities, including investing in our business, making acquisitions, repurchasing common stock, paying dividends or paying dividends.making acquisitions. Free Cash Flow is limited, however, because it does not represent the residual cash flow available for discretionary expenditures. Therefore, we believe it is important to view Free Cash Flow as a complement to (but not a replacement of) our Unaudited Condensed Consolidated Statements of Cash Flows.
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The following table presents Free Cash Flow (in thousands):
Three Months Ended March 31,Six Months Ended June 30,
2023202220232022
Net cash provided by operating activitiesNet cash provided by operating activities$19,056 $38,742 Net cash provided by operating activities$40,431 $70,760 
Capital expendituresCapital expenditures(1,872)(2,221)Capital expenditures(4,950)(3,458)
Free cash flowFree cash flow17,184 36,521 Free cash flow35,481 67,302 
Proceeds from the sale of our joint venture interest5,059 — 
Note receivable issued to our joint venture(750)— 
Equity method investment— (500)
Change in debtChange in debt(3,300)— Change in debt(1,000)(100,000)
Repurchases of common stockRepurchases of common stock(11,126)(10,270)Repurchases of common stock(24,614)(19,600)
Cash dividendsCash dividends(7,003)(6,094)Cash dividends(13,947)(12,187)
Proceeds from the sale of our joint venture interestProceeds from the sale of our joint venture interest5,059 — 
Equity method investmentEquity method investment— (500)
Note receivable issued to our joint ventureNote receivable issued to our joint venture(750)(2,000)
OtherOther(14)(19)Other(203)(30)
Change in cash and cash equivalentsChange in cash and cash equivalents$50 $19,638 Change in cash and cash equivalents$26 $(67,015)

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Adjusted EBITDA. “Adjusted EBITDA,” a non-GAAP financial measure, is defined by Kforce as net income before depreciation and amortization, stock-based compensation expense, interest expense, net, income tax expense, loss from equity method investment, gain from swap termination, and certain other items as specified in the table below. Adjusted EBITDA should not be considered a measure of financial performance under GAAP. Items excluded from Adjusted EBITDA are significant components in understanding and assessing our past and future financial performance, and this presentation should not be construed as an inference by us that our future results will be unaffected by those items excluded from Adjusted EBITDA. Adjusted EBITDA is a key measure used by management to assess our operations including our ability to generate cash flows and our ability to repay our debt obligations and management believes it provides a good metric of our core profitability in comparing our performance to our competitors, as well as our performance over different time periods. Consequently, management believes it is useful information to investors. The measure should not be considered in isolation or as an alternative to net income, cash flows or other financial statement information presented in the consolidated financial statements as indicators of financial performance or liquidity. The measure is not determined in accordance with GAAP and is thus susceptible to varying calculations. Also, Adjusted EBITDA, as presented, may not be comparable to similarly titled measures of other companies.
In addition, although we excluded amortization of stock-based compensation expense because it is a non-cash expense, we expect to continue to incur stock-based compensation in the future and the associated stock issued may result in an increase in our outstanding shares of stock, which may result in the dilution of our shareholder ownership interest. We suggest that you evaluate these items and the potential risks of excluding such items when analyzing our financial position.

The following table presents a reconciliation of net income to Adjusted EBITDA (in thousands):
2023202220232022
Three Months Ended March 31,
Three Months Ended June 30,Three Months Ended June 30,
Net incomeNet income$16,210 $19,181 Net income$18,574 $26,916 
Depreciation and amortizationDepreciation and amortization1,234 1,093 Depreciation and amortization1,340 1,076 
Stock-based compensation expenseStock-based compensation expense4,326 4,437 Stock-based compensation expense4,309 4,410 
Interest expense, netInterest expense, net296 608 Interest expense, net313 371 
Income tax expenseIncome tax expense6,148 7,130 Income tax expense7,046 9,605 
Loss from equity method investmentLoss from equity method investment750 825 Loss from equity method investment— 1,015 
Other(235)— 
Gain from swap terminationGain from swap termination— (4,059)
Adjusted EBITDAAdjusted EBITDA$28,729 $33,274 Adjusted EBITDA$31,582 $39,334 
Six Months Ended June 30,Six Months Ended June 30,
Net incomeNet income$34,784 $46,097 
Depreciation and amortizationDepreciation and amortization2,574 2,169 
Stock-based compensation expenseStock-based compensation expense8,635 8,848 
Interest expense, netInterest expense, net608 979 
Income tax expenseIncome tax expense13,194 16,735 
Loss from equity method investmentLoss from equity method investment750 1,840 
Gain from swap terminationGain from swap termination— (4,059)
Adjusted EBITDAAdjusted EBITDA$60,545 $72,609 

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LIQUIDITY AND CAPITAL RESOURCES
To meet our capital and liquidity requirements, we primarily rely on our operating cash flows and borrowings under our credit facility. At March 31,June 30, 2023 and December 31, 2022, we had $22.3$24.6 million and $25.6 million outstanding under our credit facility,Amended and Restated Credit Facility, respectively, and we had $176.5the borrowing availability was $174.2 million and $173.1 million, of borrowing availability under our credit facility, respectively, subject to certain covenants.
Cash Flows
We are principally focused on generating positive cash flowflows from operating activities, investing in our business to sustain our long-term growth and profitability objectives, and returning capital to our shareholders through our quarterly dividends and common stock repurchase program.
Cash provided by operating activities was $19.1$40.4 million during the threesix months ended March 31,June 30, 2023, as compared to $38.7$70.8 million during the threesix months ended March 31,June 30, 2022. Our largest source of operating cash flows is the collection of trade receivables, and our largest use of operating cash flows is the payment of our associate and consultant compensation. The year-over-year decrease in cash provided by operating activities was primarily driven by lower profitability levels and the timing of payments, and a reduction in our deferred tax liability given the sale of our joint venture.payments.
Cash provided byused in investing activities during the threesix months ended March 31,June 30, 2023 was $2.4$0.8 million and primarily consisted of the proceeds from the sale of our joint venture interest of $5.1 million, partially offset by cash used for capital expenditures of $1.9$5.0 million. Cash used in investing activities was $6.0 million during the threesix months ended March 31,June 30, 2022, was $2.7 million and primarily consisted of cash used for capital expenditures.expenditures and contributions to our joint venture.
Cash used in financing activities was $21.4$39.6 million during the threesix months ended March 31,June 30, 2023, compared to $16.4$131.8 million during the threesix months ended March 31,June 30, 2022. The change was primarily driven by $3.3the repayment of $100.0 million of net paymentsoutstanding on our Amended and Restated Credit Facility as well as an overall increase in repurchases of common stock and dividend payments.the prior period.
The following table presents the cash flow impact of the common stock repurchase activity (in thousands):
Three Months Ended March 31,Six Months Ended June 30,
2023202220232022
Open market repurchasesOpen market repurchases$10,985 $10,088 Open market repurchases$24,252 $19,136 
Repurchase of shares related to tax withholding requirements for vesting of restricted stockRepurchase of shares related to tax withholding requirements for vesting of restricted stock141 182 Repurchase of shares related to tax withholding requirements for vesting of restricted stock362 464 
Total cash flow impact of common stock repurchasesTotal cash flow impact of common stock repurchases$11,126 $10,270 Total cash flow impact of common stock repurchases$24,614 $19,600 
Cash paid in current year for settlement of prior year repurchasesCash paid in current year for settlement of prior year repurchases$974 $181 Cash paid in current year for settlement of prior year repurchases$974 $181 
During the threesix months ended March 31,June 30, 2023 and 2022, Kforce declared and paid quarterly dividends of $7.0$13.9 million ($0.360.72 per share) and $6.1$12.2 million ($0.300.60 per share), respectively, which represents a 20% increase on a per share basis. While the Board has declared and paid quarterly dividends since the fourth quarter of 2013,2014, and intends to in the foreseeable future, dividends will be subject to determination by our Board each quarter following its review of, among other things, the Firm’s current and expected financial performance as well as the ability to pay dividends under applicable law.
We believe that existing cash and cash equivalents, operating cash flows and available borrowings under our Amended and Restated Credit Facility will be adequate to meet the capital expenditure and working capital requirements of our operations for at least the next 12 months and give us the flexibility to continue returning significant capital to our shareholders. However, a material deterioration in the economic environment or market conditions, among other things, could adversely affect operating results and liquidity, as well as the ability of our lenders to fund borrowings. Actual results could also differ materially from these indicated as a result of a number of factors, including the use of currently available resources for capital expenditures, investments, additional common stock repurchases or dividends.
Credit Facility
On October 20, 2021, the Firm entered into an amended and restated credit agreement with Wells Fargo Bank, National Association, as administrative agent, Wells Fargo Securities, LLC, as lead arranger and bookrunner, Bank of America, N.A., as syndication agent, BMO Harris Bank, N.A., as documentation agent, and the lenders referred to therein (the “Amended and Restated Credit Facility”). Under the Amended and Restated Credit Facility, the Firmwhich has a maximum borrowing capacity of $200.0 million, which may,and subject to certain conditions and the participation of the lenders, may be increased up to an aggregate additional amount of $150.0 million. The maturity dateAs of theJune 30, 2023, $24.6 million was outstanding and $174.2 million was available on our Amended and Restated Credit Facility, is October 20, 2026. As of March 31, 2023, $22.3 million was outstanding and $176.5 million, was available on our credit facility, subject to certain covenants, and as of December 31, 2022, $25.6 million was outstanding. As of March 31,June 30, 2023, we arewere in compliance with all of our credit facilityfinancial covenants contained in the Amended and Restated Credit Facility as described in the 2022 Annual Report on Form 10-K, and currently expect that we will be able to maintain compliance with these covenants.
In June 2023, Kforce entered into the First Amendment to the Amended and Restated Credit Agreement, among Wells Fargo, as administrative agent, and the lenders and financial institutions from time to time party thereto, to replace the LIBOR-based benchmark interest rates with the SOFR Rate. Refer to Note G - “Credit Facility” in the Notes to Unaudited Condensed Consolidated Financial Statements, included in this report, for a complete discussion of our Amended and Restated Credit Facility.

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In April 2017 and March 2020, Kforce entered into two forward-starting interest rate swap agreements to mitigate the risk of rising interest rates. As of March 31,June 30, 2023 and 2022, the Firm did not have any outstanding interest rate swap derivative instruments. Refer to Note J - “Derivative Instrument and Hedging Activity” in the Notes to Unaudited Condensed Consolidated Financial Statements, included in this report, for a complete discussion of our interest rate swaps.
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Stock Repurchases
In February 2023, the Board approved an increase in our stock repurchase authorization, bringing the total authorization to $100.0 million. During the threesix months ended March 31,June 30, 2023, Kforce repurchased approximately 178422 thousand shares of common stock on the open market at a total cost of approximately $10.0$24.0 million and $98.8$84.9 million remained available for further repurchases under the Board-authorized common stock repurchase program at March 31,June 30, 2023.
As a result of the newly enacted IRA, the Company recorded a 1% nondeductible excise tax on certain repurchases of stock, net of issuances. The IRA is not expected to have a material impact on our cash flows, results of operations or financial position. Refer to Note A - “Summary of Significant Accounting Policies” in the Notes to Unaudited Condensed Consolidated Financial Statements, included in Item 1 of this report, for a complete discussion of the new excise tax related to the IRA.
Contractual Obligations and Commitments
Other than the changes described elsewhere in this Quarterly Report, there have been no material changes during the period covered by this report on Form 10-Q to our contractual obligations previously disclosed in Part II, Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in our 2022 Annual Report on Form 10-K.
CRITICAL ACCOUNTING ESTIMATES
Our unaudited condensed consolidated financial statements are prepared in accordance with GAAP. In connection with the preparation of our unaudited condensed consolidated financial statements, we are required to make assumptions and estimates about future events and apply judgments that affect the reported amount of assets, liabilities, revenues, expenses and the related disclosures. We base our assumptions, estimates and judgments on historical experience, current trends and other factors that management believes to be relevant at the time our unaudited condensed consolidated financial statements are prepared. On a regular basis, management reviews the accounting policies, estimates, assumptions and judgments to ensure that our unaudited condensed consolidated financial statements are presented fairly and in accordance with GAAP. However, because future events and their effects cannot be determined with certainty, actual results could differ from our assumptions and estimates, and such differences could be material.
NEW ACCOUNTING STANDARDS
Refer to Note A - “Summary of Significant Accounting Policies” in the Notes to Unaudited Condensed Consolidated Financial Statements, included in Item 1. Financial Statements of this report for a discussion of new accounting standards.
ITEM 3.    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
With respect to our quantitative and qualitative disclosures about market risk, there have been no material changes to the information included in Part II, Item 7A. “Quantitative and Qualitative Disclosures About Market Risk” in our 2022 Annual Report on Form 10-K for the fiscal year ended December 31, 2022.10-K.
ITEM 4.    CONTROLS AND PROCEDURES.
Evaluation of Disclosure Controls and Procedures
As of March 31,June 30, 2023, we carried out an evaluation required by Rules 13a-15 and 15d-15 under the Exchange Act (the “Evaluation”) under the supervision and with the participation of our CEO and CFO, of the effectiveness of our disclosure controls and procedures as defined in Rules 13a-15 and 15d-15 under the Exchange Act (“Disclosure Controls”). Based on the Evaluation, our CEO and CFO concluded that the design and operation of our Disclosure Controls were effective to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is: (1) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms; and (2) accumulated and communicated to management, including the principal executive officer and the principal financial officer, as appropriate, to allow timely decisions regarding disclosure.
Changes in Internal Control over Financial Reporting
Management has evaluated, with the participation of our CEO and CFO, whether any changes in our internal control over financial reporting that occurred during our last fiscal quarter have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. Based on the evaluation we conducted, management has concluded that no such changes have occurred.
Inherent Limitations of Internal Control Over Financial Reporting
Because of the inherent limitations of internal control over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may not be prevented or detected on a timely basis. Also, projections of any evaluation of the effectiveness of the internal control over financial reporting to future periods are subject to the risk that the controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

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CEO and CFO Certifications
Exhibits 31.1 and 31.2 are the Certifications of the CEO and the CFO, respectively. The Certifications are required in accordance with Section 302 of the Sarbanes-Oxley Act of 2002 (the “Section 302 Certifications”). This section contains the information concerning the Evaluation referred to in the Section 302 Certifications and this information should be read in conjunction with the Section 302 Certifications for a more complete understanding of the topics presented.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
We are involved in legal proceedings, claims and administrative matters that arise in the ordinary course of business. For further information regarding legal proceedings, refer to Note L - "Commitments and Contingencies" in the Notes to Unaudited Condensed Consolidated Financial Statements in the section entitled "Litigation," included in Item 1. Financial Statements of this report. While the ultimate outcome of these legal proceedings cannot be determined, we currently do not expect that these matters, individually or in the aggregate, will have a material effect on our financial position.

ITEM 1A. RISK FACTORS.
There have been no material changes in the risk factors previously disclosed in our 2022 Annual Report on Form 10-K.

ITEM 2.    UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.
Purchases of Equity Securities by the Issuer
Purchases of common stock under the PlanBoard authorized stock repurchase plan (the “Plan”) are subject to certain price, market, volume and timing constraints, which are specified in the plan.Plan. The following table presents information with respect to our repurchases of Kforce common stock during the three months ended March 31,June 30, 2023:
PeriodTotal Number of
Shares Purchased
(1)
Average Price Paid
per Share
(2)
Total Number of Shares
Purchased as Part of
Publicly Announced
Plans or Programs
Approximate Dollar Value 
of Shares that May Yet Be
Purchased Under the
Plans or Programs (2)(3)
January 1, 2023 to January 31, 2023138,318 $55.67 138,318 $33,575,414 
February 1, 2023 to February 28, 202342,248 $58.02 39,943 $98,844,888 
March 1, 2023 to March 31, 2023— $— — $98,844,888 
Total180,566 $56.22 178,261 $98,844,888 
PeriodTotal Number of
Shares Purchased
(1)
Average Price Paid
per Share
(2)
Total Number of Shares
Purchased as Part of
Publicly Announced
Plans or Programs
Approximate Dollar Value 
of Shares that May Yet Be
Purchased Under the
Plans or Programs (2)(3)
April 1, 2023 to April 30, 2023— $— — $98,844,888 
May 1, 2023 to May 31, 2023170,798 $55.82 166,885 $89,532,622 
June 1, 2023 to June 30, 202377,163 $60.66 77,163 $84,852,288 
Total247,961 $57.32 244,048 $84,852,288 
(1) Includes 2,3053,913 shares received upon vesting of restricted stock to satisfy tax withholding requirements for the period FebruaryMay 1, 2023 to February 28,May 31, 2023.
(2) The IRA imposed a 1% nondeductible excise tax on the net value of certain open market stock repurchases made after December 31, 2022. All dollar amounts presented exclude such excise tax, as applicable. Refer to Note A - “Summary of Significant Accounting Policies” in the Notes to Unaudited Condensed Consolidated Financial Statements, included in this report, for a complete discussion of the new excise tax related to the IRA.
(3) In February 2023, the Board approved an increase in our stock repurchase authorization increasing the available authorization to $100.0 million.

ITEM 3.    DEFAULTS UPON SENIOR SECURITIES.
None.
ITEM 4. MINE SAFETY DISCLOSURES.
None.
ITEM 5. OTHER INFORMATION.
None.Insider Trading Arrangements
During the three months ended June 30, 2023, none of the Company’s officers or directors adopted or terminated any contract, instruction, or written plan for the purchase or sale of Company securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement” as defined in Item 408(c) of Regulation S-K.
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ITEM 6.    EXHIBITS.
Exhibit NumberDescription
3.1Amended and Restated Articles of Incorporation, incorporated by reference to the Registrant’s Registration Statement on Form S-1 (File No. 33-91738) filed with the SEC on April 28, 1995.
Articles of Amendment to Articles of Incorporation, incorporated by reference to the Registrant’s Registration Statement on Form S-4/A (File No. 333-111566) filed with the SEC on February 9, 2004, as amended.
Articles of Amendment to Articles of Incorporation, incorporated by reference to the Registrant’s Registration Statement on Form S-4/A (File No. 333-111566) filed with the SEC on February 9, 2004, as amended.
Articles of Amendment to Articles of Incorporation, incorporated by reference to the Registrant’s Registration Statement on Form S-4/A (File No. 333-111566) filed with the SEC on February 9, 2004, as amended.
Articles of Amendment to Articles of Incorporation, incorporated by reference to the Registrant’s Current Report on Form 8-K (File No. 000-26058) filed with the SEC on May 17, 2000.
Articles of Amendment to Articles of Incorporation, incorporated by reference to the Registrant’s Annual Report on Form 10-K (File No. 000-26058) filed with the SEC on March 29, 2002.
Amended & Restated Bylaws, incorporated by reference to the Registrant’s Current Report on Form 8-K (File No. 000-26058) filed with the SEC on April 29, 2013.
Kforce Inc. 2023 Stock Incentive Plan, incorporated by referenceFirst Amendment to the Registrant’s Registration Statement on Form S-8 (File No. 333-271697) filed withAmended and Restated Credit Facility, dated June 8, 2023, by and among Kforce Inc., Wells Fargo Bank, National Association and the SEC on May 5, 2023.lenders and financial institutions from time to time party thereto.
Form of Restricted Stock Award Agreement under the 2023 Stock Incentive Plan.
Certification by the Chief Executive Officer of Kforce Inc. pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
Certification by the Chief Financial Officer of Kforce Inc. pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
Certification by the Chief Executive Officer of Kforce Inc. pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
Certification by the Chief Financial Officer of Kforce Inc. pursuant to 18 U.S.C. Section 2350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.1The following material from this Quarterly Report on Form 10-Q of Kforce Inc. for the period ended March 31,June 30, 2023, formatted in XBRL Part I, Item 1 of this Form 10-Q formatted in XBRL (Extensible Business Reporting Language): (i) Unaudited Condensed Consolidated Statements of Operations and Comprehensive Income; (ii) Unaudited Condensed Consolidated Balance Sheets; (iii) Unaudited Condensed Consolidated Statement of Changes in Stockholders’ Equity; (iv) Unaudited Condensed Consolidated Statements of Cash Flows; and (v) related notes to these financial statements.
104Cover Page Interactive Data File - the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.  
KFORCE INC.
Date:May 9,August 2, 2023By:/s/ DAVID M. KELLY
David M. Kelly
Executive Vice President, Chief Financial Officer
(Principal Financial Officer)
Date:May 9,August 2, 2023By:/s/ JEFFREY B. HACKMAN
Jeffrey B. Hackman
Senior Vice President, Finance and Accounting
(Principal Accounting Officer)

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