Assets Held For Sale and Discontinued Operations | Assets Held For Sale and Discontinued Operations During the three months ended March 31, 2019, management committed to a plan to divest of our Government Solutions (“GS”) segment as a result of the Firm’s strategic decision to focus solely on the commercial technical and professional staffing services and solutions space. The GS segment consisted of Kforce Government Solutions, Inc. (“KGS”), our federal government solutions business, and TraumaFX®, our federal government product business. We evaluated the six criteria for classification of assets held for sale and determined that the GS segment was a disposal group held for sale as of March 31, 2019. We determined that the divestiture of the GS segment was a strategic shift that will have a major effect on operations and financial results of the Firm. Kforce will not have significant continuing involvement in the operations of the GS segment after its disposition. Therefore, the GS segment was reflected as held for sale on the consolidated balance sheets as of March 31, 2019 and December 31, 2018, and included in discontinued operations in the consolidated statements of operations for the three months ended March 31, 2019 and 2018. The following table summarizes the line items of pretax profit for the GS segment (in thousands): Three Months Ended March 31, 2019 2018 Revenue $ 26,426 $ 28,852 Direct costs 19,015 21,201 Gross profit 7,411 7,651 Selling, general and administrative expenses 5,432 5,810 Depreciation and amortization 235 242 Income from discontinued operations 1,744 1,599 Other expense (income), net 864 (4) Income from discontinued operations, before income taxes 880 1,603 Income tax (benefit) expense (18,001) 413 Income from discontinued operations, net of tax $ 18,881 $ 1,190 Historically, Kforce was not required to record a deferred tax asset for the excess of the outside tax basis in the equity of KGS over the amount of the inside basis in the assets of KGS used for external reporting under GAAP as it was not apparent that this deferred tax asset would be realized. During the three months ended March 31, 2019, we entered into a definitive agreement to sell the stock of KGS; therefore, we were required to record an increase of $18.5 million to deferred tax assets since it became apparent that the temporary difference would reverse in the foreseeable future. The corresponding income tax benefit was included in Income from discontinued operations, net of tax in the Unaudited Condensed Consolidated Statements of Operations and Comprehensive Income. The following table summarizes the carrying amounts of the major classes of assets and liabilities held for sale for the GS segment (in thousands): March 31, 2019 December 31, 2018 ASSETS Current assets held for sale: Trade receivables $ 21,403 $ 24,336 Prepaid expenses and other current assets 5,285 5,437 Total Current assets held for sale $ 26,688 $ 29,773 Noncurrent assets held for sale: Fixed assets, net $ 1,354 $ 1,496 Other assets, net 1,559 293 Deferred tax assets, net 20,518 2,604 Intangible assets, net 2,866 2,952 Goodwill 20,928 20,928 Total Noncurrent assets held for sale (1) $ 47,225 $ 28,273 LIABILITIES Current liabilities held for sale: Accounts payable and other accrued liabilities $ 11,727 $ 6,064 Accrued payroll costs 5,192 5,878 Current portion of operating lease liabilities 682 — Other current liabilities 8 16 Income taxes payable — 305 Total Current liabilities held for sale $ 17,609 $ 12,263 Noncurrent liabilities held for sale: Other long-term liabilities $ 1,970 $ 4,551 Total Noncurrent liabilities held for sale $ 1,970 $ 4,551 (1) At March 31, 2019, Noncurrent assets held for sale in the Unaudited Condensed Consolidated Balance Sheets of $51.0 million also includes $3.8 million related to a long-lived asset unrelated to the GS segment. Management considered the qualitative and quantitative factors for the goodwill associated with the GS reporting unit and determined that there was no indication that the carrying value was likely impaired. The GS reporting unit's goodwill balance of $20.9 million was reclassified to assets held for sale at March 31, 2019 and December 31, 2018. The contingent consideration liability, related to the acquisition of TraumaFX® in 2014, of $1.1 million is included in Accounts payable and other accrued liabilities within Current liabilities held for sale as of March 31, 2019 and $0.2 million is included in Other long-term liabilities within Noncurrent liabilities held for sale as of December 31, 2018. This liability is remeasured at fair value on a recurring basis using the discounted cash flow method. The inputs used to calculate the fair value of the contingent consideration liability are considered to be Level 3 inputs due to the lack of relevant market activity and significant management judgment. An increase in future cash flows may result in a higher estimated fair value while a decrease in future cash flows may result in a lower estimated fair value of the contingent consideration liability. For the three months ended March 31, 2019, approximately $0.9 million of expense was recognized due to the remeasurement of our contingent consideration liability. Remeasurements to fair value are recorded in Income from discontinued operations, net of tax within the Unaudited Condensed Consolidated Statements of Operations and Comprehensive Income. For the three months ended March 31, 2019, cash provided by operating activities and cash used in investing activities for discontinued operations were $5.7 million and $0.1 million, respectively. For the three months ended March 31, 2018, cash provided by operating activities and cash used in investing activities for discontinued operations were $0.5 million and $0.4 million, respectively. Subsequent Event On April 1, 2019, Kforce completed the sale of all the issued and outstanding stock of Kforce Government Holdings, Inc., including its wholly-owned subsidiary KGS, to ManTech International Corporation for a cash purchase price of $115.0 million, subject to a post-closing working capital adjustment. We expect a gain on the sale, net of transaction costs, of approximately $72.0 million. The transaction costs are expected to total approximately $9.5 million and primarily include legal fees, commissions, transaction bonuses and accelerated stock-based compensation expense triggered by a change in control of KGS. The Firm does not expect to pay any income tax on this transaction due to it being structured as a stock sale and Kforce’s significant outside tax basis, which has been recognized as a deferred tax asset in accordance with GAAP as of March 31, 2019, as discussed above. The gain on the sale of KGS and the reversal of the related deferred tax asset and income tax benefit of $18.5 million will be recorded in discontinued operations during the three months ended June 30, 2019. |