8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

___________________________________________ 

FORM 8-K

 ___________________________________________

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 16, 2020

 _________________________________________________________________

 

Kforce Inc.

Exact name of registrant as specified in its charter

_______________________________________________________________ 

Florida	000-26058	59-3264661
State or other jurisdiction of incorporation	Commission File Number	IRS Employer Identification No.

1001 East Palm Avenue, Tampa, Florida 33605

Address of principal executive offices Zip Code

Registrant’s telephone number, including area code: (813) 552-5000 

_______________________________________________________

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.01 per share	KFRC	NASDAQ

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). 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. ¨

Item 2.02 Results of Operations and Financial Condition.

On April 20, 2020, Kforce Inc. (the “Firm”) issued a press release regarding its earnings for the first quarter of 2020 as well as other actions taken by the Firm. A copy of this press release is furnished as Exhibit 99.1 to this Report and is incorporated into this Report by reference.

The information furnished herewith pursuant to Item 2.02 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section. The information contained in this Form 8-K and in the accompanying exhibit shall not be incorporated by reference into any registration statement or other document filed with the Securities and Exchange Commission by Kforce Inc., whether made before or after the date hereof, regardless of any general incorporation language in such filing, except as shall be expressly set forth by specific reference in such filing.

Item 8.01 Other Events.

On April 20, 2020, the Firm issued a press release announcing the Firm’s election to terminate its 10b5-1 corporate stock repurchase plan, effective April 16, 2020. A copy of this press release is furnished as Exhibit 99.1 to this Report and is incorporated into this Report by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

The following exhibit is furnished herewith:

Exhibit Number	Description
99.1	Earnings Release of Kforce Inc. dated 4/20/2020
101	Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.
104	The cover page from this Current Report on Form 8-K, formatted as Inline XBRL.

 SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		KFORCE INC.
		(Registrant)
Date:	April 20, 2020	By:	/s/ DAVID M. KELLY
			David M. Kelly,
			Executive Vice President, Chief Financial Officer
			(Principal Financial Officer)
		KFORCE INC.
		(Registrant)
Date:	April 20, 2020	By:	/s/ JEFFREY B. HACKMAN
			Jeffrey B. Hackman,
			Senior Vice President, Finance and Accounting
			(Principal Accounting Officer)

EX-99.1

Exhibit 99.1

FIRST QUARTER 2020 REVENUE OF $335.2 MILLION AND EARNINGS PER SHARE OF $0.42

KFORCE WITHDRAWS CURRENT 10B5-1 STOCK PURCHASE PLAN

FIRST QUARTER 2020 EARNINGS COMMENTARY WILL BE RELEASED POST-MARKET ON MAY 6, 2020

TAMPA, FL,April 20, 2020— Kforce Inc. (Nasdaq: KFRC), a professional staffing services and solutions firm, today announced results for the first quarter of 2020 as well as other actions taken by the Firm.

David L. Dunkel, Chairman and Chief Executive Officer, commented, “The employment landscape has changed dramatically over the past few weeks. As a result, many staffing companies, predominantly clerical, light industrial and international companies, have provided negative commentary and taken significant actions to protect their businesses. In light of market conditions and in the interests of giving investors a perspective on the professional and technical market we believe it is best to release high level results early. Our first quarter results of $335 million in revenues and earnings per share of 42 cents, which were driven primarily by year-over-year growth in our technology business were aligned with our expectations. Although we have seen some impact to our business from this abrupt and unprecedented economic disruption, we believe our results provide us further confirmation of the wisdom of our strategic decision to focus our offerings in the domestic technology and professional staffing and solutions market.

We have been very acquisitive in our stock since the beginning of the year and we are sensitive to the reality that professional staffing expectations are not being meaningfully differentiated in valuations from clerical/light industrial/international staffing companies at this time. Therefore, we elected to terminate the 10b5-1 plan filed with the Securities and Exchange Commission (SEC) on March 18, 2020. The termination of this plan was effective April 16, 2020. We collectively have returned nearly $34 million in capital to our shareholders year to date through April 15, 2020 via our quarterly dividend program and share repurchases. Post our full earnings release, we will reassess our share repurchase plans. We reaffirm our current intent to continue paying quarterly dividends as we continue to generate ample cash flows and liquidity. Our balance sheet remains strong with net debt currently of approximately $68 million, which is roughly 0.7 times trailing 12 months EBITDA.

We remain excited about our future prospects given that the current crisis, in our opinion, has only strengthened the secular drivers of demand in technology as companies assess their digital transformation efforts and international outsourcing positions. We look forward to providing more insights into our results and trends on our earnings call on May 6, 2020.”

Earnings Release Information

On Wednesday, May 6, ,2020 Kforce will release earnings post-market and host a conference call at 5:00 p.m. ET to discuss these results. The dial in number is (877) 344-3890 and the conference passcode is Kforce. The prepared remarks for this call and webcast are available on the investor Relations page of the Kforce Inc. website in the Events & Presentations section.

The replay of the call will be available from 7:00 p.m. E.T. Wednesday, May 6, 2020 until May 13, 2020 at http://investor.kforce.com or by phone at (855) 859-2056 and entering ID #4695205.

About Kforce

Kforce Inc. is a professional staffing services and solutions firm that specializes in the areas of Technology and Finance and Accounting. Each year, through our network of approximately 50 offices and two national delivery centers, we provide opportunities for over 30,000 highly skilled professionals who work with over 4,000 clients, including 70% of the Fortune 100. At Kforce, our promise is to deliver great results through strategic partnership and knowledge sharing. For more information, please visit our website at http://www.kforce.com.

Michael R. Blackman, Chief Corporate Development Officer

(813) 552-2927

Cautionary Note Regarding Forward-Looking Statements

All statements in this press release, other than those of a historical nature, are forward-looking statements including, but not limited to, the time periods of our 10b5-1 trading plan and our share repurchase plan, our current intention to continue to pay quarterly dividends, the performance of the domestic technology market, and an adverse macroeconomic environment, are forward-looking statements that involve a number of risks and uncertainties. Such forward looking statements are 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. Factors that could cause actual results to differ materially include the following: business conditions, growth rate in temporary staffing and the general economy; competitive factors; risks due to shifts in the market demand; a reduction in the supply of consultants and candidates or the Firm’s ability to attract such individuals; the success of the Firm in attracting and retaining revenue-generating talent; the impacts (direct and indirect) of COVID-19 on our business, our consultants and employees, and the overall economy; changes in the service mix; ability of the Firm to repurchase shares; the occurrence of unanticipated expenses; the effect of adverse weather conditions; changes in our effective tax rate; changes in government regulations, laws and policies that are adverse to our businesses; risk of contract performance, delays or termination or the failure to obtain new assignments or contracts, or funding under contracts; changes in client demand and our ability to adapt to such changes; continued performance of and improvements to our enterprise information systems, and the risk factors listed from time to time in the Firm’s reports filed with the Securities and Exchange Commission, including the Firm’s Form 10-K for the fiscal year ending December 31, 2019, as well as assumptions regarding the foregoing. The terms “should,” “believe,” “estimate,” “expect,” “intend,” “anticipate,” “foresee,” “plan” and similar expressions and variations thereof contained in this press release identify certain of such forward-looking statements, which speak only as of the date of this press release. As a result, such forward-looking statements are not guarantees of future performance and involve risks and uncertainties. Future events and actual results may differ materially from those indicated in the forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements and the Firm undertakes no obligation to update any forward-looking statements.

XML

Cover Page	Apr. 16, 2020
Cover [Abstract]
Document Type	8-K
Document Period End Date	Apr. 16, 2020
Entity Registrant Name	Kforce Inc
Entity Incorporation, State or Country Code	FL
Entity File Number	000-26058
Entity Tax Identification Number	59-3264661
Entity Address, Address Line One	1001 East Palm Avenue
Entity Address, City or Town	Tampa
Entity Address, State or Province	FL
Entity Address, Postal Zip Code	33605
City Area Code	813
Local Phone Number	552-5000
Title of 12(b) Security	Common Stock, $0.01 per share
Trading Symbol	KFRC
Security Exchange Name	NASDAQ
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Amendment Flag	false
Entity Central Index Key	0000930420