# KFORCE INC (KFRC) FY 2023 MD&A

Verbatim Item 7 Management's Discussion and Analysis from KFORCE INC's 10-K for fiscal year 2023.

SEC filing source: https://www.sec.gov/Archives/edgar/data/930420/000093042024000019/kfrc-20231231.htm
Accession: 0000930420-24-000019
Filing date: 2024-02-23
Report date: 2023-12-31
Extracted structurally from real Item 7 body heading to real Item 7A/8 boundary. Published MD&A gate trimmed front/tail over-capture.
Confidence: high

Company profile: /company/KFRC/
All MD&A years: /company/KFRC/mda/
Previous year: /company/KFRC/mda/fy2022/ (FY 2022)
Next year: /company/KFRC/mda/fy2024/ (FY 2024)

ITEM 7.     MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

This MD&A should be read in conjunction with our consolidated financial statements and the accompanying notes thereto contained in Item 8. Financial Statements and Supplementary Data of this report, as well as Item 1. Business of this report, for an overview of our operations and business environment.

EXECUTIVE SUMMARY

The following is an executive summary of what Kforce believes are highlights for 2023, which should be considered in the context of the additional discussions herein and in conjunction with the consolidated financial statements and notes thereto.

•Revenue for the year ended December 31, 2023, decreased 10.5% to $1.53 billion in 2023 from $1.71 billion in 2022. Revenue decreased 8.2% and 27.5% for Technology and FA, respectively, in 2023, primarily driven by the uncertainty in the macro environment and our repositioning efforts in our FA business.

•Flex revenue decreased 9.6% (9.2% on a billing day basis), to $1.49 billion in 2023 from $1.65 billion in 2022. In 2023, Flex revenue decreased 7.4% (7.1% on a billing day basis) for Technology and decreased 27.6% (27.3% on a billing day basis) for FA.

•Direct Hire revenue decreased 34.9% to $38.0 million in 2023 from $58.3 million in 2022.

•Gross profit margin decreased 140 basis points to 27.9% in 2023 from 29.3% in 2022, primarily as a result of a decline in the mix of Direct Hire revenue and Technology Flex gross profit margins.

•Flex gross profit margin decreased 80 basis points to 26.0% for 2023 from 26.8% in 2022. Flex gross profit margin decreased 70 basis points for Technology and increased 20 basis points for FA in 2023 as compared to 2022.

•Selling, General and Administrative (“SG&A”) expenses as a percentage of revenue for the year ended December 31, 2023, decreased to 21.9% from 22.2% in 2022. SG&A expenses for the year ended December 31, 2023, include costs of $8.4 million related to (i) organizational realignment activities and actions taken to reduce our costs to better align with the lower revenue levels and (ii) legal costs for settlements. These costs, net of related tax benefits, impacted our earnings per share by $0.36 per share.

•Net income for the year ended December 31, 2023, decreased 19.0% to $61.1 million, or $3.13 per share, from $75.4 million, or $3.68 per share, in 2022.

•The Firm returned $94.7 million of capital to our shareholders in the form of open market repurchases totaling $67.1 million, or 1.1 million shares, and quarterly dividends totaling $27.6 million during the year ended December 31, 2023. The total capital returned to shareholders in 2023 represented over 100% of operating cash flows.

•Cash provided by operating activities was $91.5 million during the year ended December 31, 2023, as compared to $90.8 million for 2022. In 2022, there were higher cash outlays related to the payment of deferred payroll taxes under the Coronavirus Aid, Relief and Economic Securities Act (the “CARES Act”) and settlement of the Supplemental Executive Retirement Plan (“SERP”) obligation, totaling approximately $39 million. Operating cash flows in 2023 were negatively impacted by lower profitability levels due to the decline in revenues stemming from the uncertainty in the macro environment.

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RESULTS OF OPERATIONS

Certain discussions of the changes in our results of operations from the year ended December 31, 2022, as compared to the year ended December 31, 2021, have been omitted from this Form 10-K, and may be found in “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” of our Form 10-K for the fiscal year ended December 31, 2022, filed with the SEC on February 24, 2023.

There has been heightened uncertainty in the macroeconomic environment, and concerns that the U.S. economy may fall into a recession, since the Federal Reserve began aggressively raising interest rates in March 2022 to address persistently high inflation. The U.S. Treasury’s yield curve has also been significantly inverted, which, for more than 50 years, has been a very strong indicator of a likely recession. There are also significant geopolitical concerns including, but not limited to, the Ukraine-Russia War, ongoing supply chain issues, U.S. political uncertainties and the Israel-Hamas War. With that said, growth in the U.S. economy was reasonably strong in 2023 as real gross domestic product (“GDP”) grew at a pace of roughly 3% led by robust consumer spending. In addition, the labor markets remained quite strong in 2023 as the overall unemployment rate of 3.7% in December 2023 remained near historically low levels.

Despite the expansion in the U.S. economy, the uncertainties in the macro environment caused companies, broadly speaking, to exercise restraint in the number of new technology investments they initiated and to selectively scale back on existing projects in 2023. This restraint, which we began to see in the second half of 2022, had a negative impact on our results of operations in 2023. Kforce took certain actions to realign our organization and reduce costs to better align with lower revenue levels during the third quarter of 2023. We anticipate that these actions will reduce annual operating costs by at least $14.0 million, and began to realize this reduction in the fourth quarter of 2023.

Midway through the third quarter of 2023, we began to see a notable improvement in consultant retention, which led to stabilization of our consultants on assignment in our Technology business. We also experienced an improving trend in new consultant assignments in October, which largely continued throughout the fourth quarter of 2023.

The following table presents certain items in our Consolidated Statements of Operations and Comprehensive Income as a percentage of revenue for the years ended:

[[GREPCENT_TABLE]]
[["","DECEMBER 31,"],["","2023","","2022","","2021"],["Revenue by segment:"],["Technology","90.4","%","","88.1","%","","80.6","%"],["FA","9.6","","","11.9","","","19.4"],["Total Revenue","100.0","%","","100.0","%","","100.0","%"],["Revenue by type:"],["Flex","97.5","%","","96.6","%","","96.9","%"],["Direct Hire","2.5","","","3.4","","","3.1"],["Total Revenue","100.0","%","","100.0","%","","100.0","%"],["Gross profit","27.9","%","","29.3","%","","28.9","%"],["Selling, general and administrative expenses","21.9","%","","22.2","%","","21.9","%"],["Depreciation and amortization","0.3","%","","0.3","%","","0.3","%"],["Income from operations","5.7","%","","6.8","%","","6.7","%"],["Income from operations, before income taxes","5.6","%","","6.0","%","","6.3","%"],["Net income","4.0","%","","4.4","%","","4.8","%"]]
[[/GREPCENT_TABLE]]

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Revenue. The following table presents revenue by type for each segment and the percentage change from the prior period for the years ended December 31 (in thousands):

[[GREPCENT_TABLE]]
[["","2023","","Increase (Decrease)","","2022","","Increase (Decrease)","","2021"],["Technology"],["Flex revenue","$","1,366,095","","","(7.4)","%","","$","1,476,055","","","18.3","%","","$","1,247,560"],["Direct Hire revenue","18,458","","","(41.5)","%","","31,572","","","19.7","%","","26,381"],["Total Technology revenue","$","1,384,553","","","(8.2)","%","","$","1,507,627","","","18.3","%","","$","1,273,941"],["FA"],["Flex revenue","$","127,679","","","(27.6)","%","","$","176,395","","","(37.6)","%","","$","282,597"],["Direct Hire revenue","19,524","","","(27.0)","%","","26,743","","","14.4","%","","23,384"],["Total FA revenue","$","147,203","","","(27.5)","%","","$","203,138","","","(33.6)","%","","$","305,981"],["Total Flex revenue","$","1,493,774","","","(9.6)","%","","$","1,652,450","","","8.0","%","","$","1,530,157"],["Total Direct Hire revenue","37,982","","","(34.9)","%","","58,315","","","17.2","%","","49,765"],["Total Revenue","$","1,531,756","","","(10.5)","%","","$","1,710,765","","","8.3","%","","$","1,579,922"]]
[[/GREPCENT_TABLE]]

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.

Flex revenue for our Technology business decreased 7.4% (7.1% on a billing day basis), during the year ended December 31, 2023, as compared to the same period in 2022, primarily due to a decrease in consultants on assignment, which was partially offset by higher average bill rates. We began to experience a softening in the demand environment beginning in the second half of 2022, which continued throughout 2023, as our clients began to exercise restraint in initiating new technology initiatives against the backdrop of the uncertainty in the macroeconomic environment. Our Technology business declined on a sequential billing day basis in the first, second and third quarters of 2023 and grew almost 1% on a sequential billing day basis in the fourth quarter of 2023. We experienced a notable improvement in consultant retention rates during the third quarter of 2023 and also began to see improving trends in new assignments in October 2023, which contributed to the sequential growth in the fourth quarter of 2023.

Our average bill rates remained strong and increased 2.5% for the year ended December 31, 2023, as compared to the same period in 2022. Our average bill rate of approximately $90 per hour was largely stable throughout 2023, which was encouraging given the significant uncertainty in the macro environment. In the first quarter of 2024, we expect Technology Flex revenue to decline in the low double digits year-over-year.

Our FA business experienced a decrease in Flex revenue of 27.6% (27.3% on a billing day basis), during the year ended December 31, 2023, as compared to the same period in 2022, primarily driven by the repositioning of this business towards more highly-skilled roles and the continued uncertainty in the macro environment. We have seen indicators of success in our repositioning efforts as our average bill rate of approximately $50 per hour for the year ended December 31, 2023 has improved from an average bill rate of $37 per hour for the year ended December 31, 2019, an increase of 35%. In the first quarter of 2024, we expect FA Flex revenue to decrease in the mid 20% range on a year-over-year basis.

The following table presents the key drivers for the change in Flex revenue by segment over the prior period (in thousands):

[[GREPCENT_TABLE]]
[["","YEAR ENDED DECEMBER 31,","","YEAR ENDED DECEMBER 31,"],["","2023 vs. 2022","","2022 vs. 2021"],["Key Drivers - Increase (Decrease)","Technology","","FA","","Technology","","FA"],["Volume - hours billed","$","(141,498)","","","$","(57,647)","","","$","118,757","","","$","(144,684)"],["Bill rate","33,320","","","8,949","","","109,357","","","38,456"],["Billable expenses","(1,782)","","","(18)","","","381","","","26"],["Total change in Flex revenue","$","(109,960)","","","$","(48,716)","","","$","228,495","","","$","(106,202)"]]
[[/GREPCENT_TABLE]]

The following table presents total Flex hours billed by segment and the percentage change over the prior period for the years ended December 31 (in thousands):

[[GREPCENT_TABLE]]
[["","2023","","Increase (Decrease)","","2022","","Increase (Decrease)","","2021"],["Technology","15,178","","","(9.6)","%","","16,794","","","9.6","%","","15,329"],["FA","2,550","","","(32.7)","%","","3,789","","","(51.2)","%","","7,768"],["Total Flex hours billed","17,728","","","(13.9)","%","","20,583","","","(10.9)","%","","23,097"]]
[[/GREPCENT_TABLE]]

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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 34.9% during the year ended December 31, 2023, as compared to the same period in 2022, primarily driven by a decrease in placements stemming from uncertainties in the macroeconomic environment. We expect Direct Hire revenue to be down in the 30% range in the first quarter of 2024 on a year-over-year basis.

Gross Profit. Gross profit is determined by deducting direct costs (primarily consultant compensation, payroll taxes and certain fringe benefits, as well as independent contractor costs) from total revenue. In addition, there are no consultant payroll costs associated with Direct Hire placements; thus, all Direct Hire revenue increases gross profit by the full amount of the placement fee.

The following table presents the gross profit as a percentage of total revenue (“gross profit percentage”) for each segment and the percentage change over the prior period for the years ended December 31:

[[GREPCENT_TABLE]]
[["","2023","","Increase (Decrease)","","2022","","Increase (Decrease)","","2021"],["Technology","26.7","%","","(4.6)","%","","28.0","%","","0.4","%","","27.9","%"],["FA","39.2","%","","0.5","%","","39.0","%","","18.2","%","","33.0","%"],["Total gross profit percentage","27.9","%","","(4.8)","%","","29.3","%","","1.4","%","","28.9","%"]]
[[/GREPCENT_TABLE]]

Total gross profit percentage decreased 140 basis points for the year ended December 31, 2023, as compared to the same period in 2022, primarily as a result of a decline in the mix of Direct Hire revenue and lower Technology Flex gross profit margins.

Flex gross profit percentage (Flex gross profit as a percentage of Flex revenue) provides management with helpful insight 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 for each segment and the percentage change over the prior period for the years ended December 31:

[[GREPCENT_TABLE]]
[["","2023","","Increase (Decrease)","","2022","","Increase (Decrease)","","2021"],["Technology","25.7","%","","(2.7)","%","","26.4","%","","\u2014","%","","26.4","%"],["FA","29.9","%","","0.7","%","","29.7","%","","8.4","%","","27.4","%"],["Total Flex gross profit percentage","26.0","%","","(3.0)","%","","26.8","%","","0.8","%","","26.6","%"]]
[[/GREPCENT_TABLE]]

Our Flex gross profit percentage decreased 80 basis points for the year ended December 31, 2023, as compared to the same period in 2022.

•Technology Flex gross profit margins decreased 70 basis points for the year ended December 31, 2023, as compared to the same period in 2022, primarily due to a tighter pricing environment.

•FA Flex gross profit margins increased 20 basis points for the year ended December 31, 2023, as compared to the same period in 2022, primarily a result of favorable benefits and payroll taxes due to a change in our client portfolio mix, partially offset by a tighter pricing environment.

The following table presents the key drivers for the change in Flex gross profit by segment over the prior period (in thousands):

[[GREPCENT_TABLE]]
[["","YEAR ENDED DECEMBER 31,","","YEAR ENDED DECEMBER 31,"],["","2023 vs. 2022","","2022 vs. 2021"],["Key Drivers - Increase (Decrease)","Technology","","FA","","Technology","","FA"],["Revenue impact (volume)","$","(29,079)","","","$","(14,483)","","","$","60,365","","","$","(29,128)"],["Profitability impact (rate)","(10,333)","","","187","","","395","","","4,061"],["Total change in Flex gross profit","$","(39,412)","","","$","(14,296)","","","$","60,760","","","$","(25,067)"]]
[[/GREPCENT_TABLE]]

SG&A Expenses. Total compensation, commissions, payroll taxes and benefit costs as a percentage of SG&A represented 84.3%, 84.1% and 85.4% of SG&A for the years ended December 31, 2023, 2022 and 2021, respectively. Commissions and other bonus incentives for our revenue-generating talent are variable costs driven primarily by revenue and gross profit levels, and associate performance.

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The following table presents certain components of SG&A as a percentage of total revenue for the years ended December 31 (in thousands):

[[GREPCENT_TABLE]]
[["","2023","","% of Revenue","","2022","","% of Revenue","","2021","","% of Revenue"],["Compensation, commissions, payroll taxes and benefits costs","$","282,439","","","18.4","%","","$","319,501","","","18.7","%","","$","295,187","","","18.7","%"],["Other (1)","52,494","","","3.5","%","","60,314","","","3.5","%","","50,534","","","3.2","%"],["Total SG&A","$","334,933","","","21.9","%","","$","379,815","","","22.2","%","","$","345,721","","","21.9","%"]]
[[/GREPCENT_TABLE]]

(1) Includes items such as credit loss expense, lease expense, professional fees, travel, communication and office related expense, and certain other expenses.

SG&A as a percentage of revenue decreased 30 basis points for the year ended December 31, 2023, as compared to the same period in 2022, primarily driven by a decrease in performance-based compensation and tighter expense management given the lower revenue levels, partially offset by costs associated with organizational realignment activities and actions taken to reduce our structural costs along with legal settlement costs.

Despite the uncertainties in the macroeconomic environment, we continue to prioritize investments in our strategic initiatives, including our integrated strategy and multi-year efforts to transform our back office, and are continuing to exercise tight 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 for the years ended December 31 (in thousands):

[[GREPCENT_TABLE]]
[["","2023","","Increase (Decrease)","","2022","","Increase (Decrease)","","2021"],["Fixed asset depreciation","$","3,142","","","18.3","%","","$","2,655","","","(5.9)","%","","$","2,822"],["Capitalized software amortization","1,870","","","5.5","%","","1,772","","","5.6","%","","1,678"],["Total Depreciation and amortization","$","5,012","","","13.2","%","","$","4,427","","","(1.6)","%","","$","4,500"]]
[[/GREPCENT_TABLE]]

Other Expense, Net. Other expense, net was $1.9 million, $14.4 million and $7.4 million for the years ended December 31, 2023, 2022 and 2021, respectively. Other expense, net consists of our proportionate share of losses for our joint venture and interest expense related to outstanding borrowings under our credit facility.

During the years ended December 31, 2023, 2022 and 2021, we recognized $0.8 million, $3.8 million, and $2.5 million, respectively, related to our share of losses associated with our equity method investment. On February 23, 2023, Kforce sold its 50% noncontrolling interest in our equity method investment to an unaffiliated third party, which fully settled the outstanding note receivable. Other expense, net also includes an impairment charge of $13.7 million for our equity method investment for the year ended December 31, 2022. Refer to Note 1 - “Summary of Significant Accounting Policies” in the Notes to Consolidated Financial Statements, included in Item 8. Financial Statements and Supplementary Data of this report, for a more detailed discussion on the sale of our equity method investment.

During the year ended December 31, 2022, Other expense, net also included a $4.1 million gain recognized as a result of the termination of an interest rate swap agreement in May 2022. Refer to Note 14 - “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.

During the year ended December 31, 2021, Other expense, net included expense of $1.8 million related to the termination of our SERP. Refer to Note 12 - “Employee Benefit Plans” in the Notes to Consolidated Financial Statements, included in Item 8. Financial Statements and Supplementary Data of this report, for a complete discussion of the termination of our SERP.

Income Tax Expense. Income tax expense as a percentage of income from operations, before income taxes (our “effective tax rate”) were 28.4%, 26.4% and 24.3% for the years ended December 31, 2023, 2022 and 2021, respectively. The 2023 effective tax rate was unfavorably impacted by a lower work opportunity tax credit, a lower tax benefit from the vesting of restricted stock, and higher non-deductible expenses, as compared to 2022.

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Non-GAAP Financial Measures

Revenue Growth Rates. “Revenue growth rates,” a non-GAAP financial measure, is defined by Kforce as year-over-year revenue growth after removing the impacts on reported revenues from the changes in the number of billing days. Management believes this data is particularly useful because it aids in evaluating revenue trends over time. Billing days impact is calculated by dividing each comparative period’s reported revenues by the number of billing days for that period to arrive at a per billing day amount. Same billing day growth rates are then calculated based on the per billing day amounts. Management calculates the number of billing days for each reporting period based on the number of holidays and business days in the quarter.

[[GREPCENT_TABLE]]
[["","","Year-Over-Year Growth Rates (As Reported)"],["","","2023","","2022"],["","","YTD","","Q4","","Q3","","Q2","","Q1","","Q4"],["Technology Flex","","(7.4)%","","(11.1)%","","(12.5)%","","(7.8)%","","2.2%","","8.5%"],["FA Flex","","(27.6)%","","(28.0)%","","(26.9)%","","(27.3)%","","(28.2)%","","(28.8)%"],["Total Flex revenue","","(9.6)%","","(12.8)%","","(13.9)%","","(9.8)%","","(1.6)%","","3.1%"],["","","Year-Over-Year Growth Rates (As Adjusted)"],["","","2023","","2022"],["","","YTD","","Q4","","Q3","","Q2","","Q1","","Q4"],["Billing Days","","252","","61","","63","","64","","64","","61"],["Technology Flex","","(7.1)%","","(11.1)%","","(11.1)%","","(7.8)%","","2.2%","","8.5%"],["FA Flex","","(27.3)%","","(28.0)%","","(25.7)%","","(27.3)%","","(28.2)%","","(28.8)%"],["Total Flex revenue","","(9.2)%","","(12.8)%","","(12.5)%","","(9.8)%","","(1.6)%","","3.1%"]]
[[/GREPCENT_TABLE]]

Free Cash 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, repurchasing common stock, paying dividends or making acquisitions. Free Cash Flow has limitations due to the fact that 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 as a replacement for, our Consolidated Statements of Cash Flows.

The following table presents Free Cash Flow (in thousands):

[[GREPCENT_TABLE]]
[["","","YEARS ENDED DECEMBER 31,"],["","","2023","","2022","","2021"],["Net income","","$","61,075","","","$","75,431","","","$","75,177"],["Non-cash provisions and other","","30,713","","","50,294","","","30,188"],["Changes in operating assets/liabilities","","(323)","","","(34,920)","","","(32,467)"],["Net cash provided by operating activities","","91,465","","","90,805","","","72,898"],["Capital expenditures","","(7,763)","","","(8,109)","","","(6,441)"],["Free cash flow","","83,702","","","82,696","","","66,457"],["Change in debt","","16,000","","","(74,400)","","","\u2014"],["Repurchases of common stock","","(75,024)","","","(74,913)","","","(66,210)"],["Cash dividends","","(27,562)","","","(24,027)","","","(20,120)"],["Proceeds from the sale of our joint venture interest","","5,059","","","\u2014","","","\u2014"],["(Premiums paid for) cash proceeds received from company-owned life insurance","","(1,408)","","","1,077","","","\u2014"],["Note receivable issued to our joint venture","","(750)","","","(6,750)","","","\u2014"],["Equity method investment","","\u2014","","","(500)","","","(9,000)"],["Net proceeds from the sale of assets held for sale","","\u2014","","","\u2014","","","23,742"],["Other","","(19)","","","(51)","","","(1,366)"],["Change in cash and cash equivalents","","$","(2)","","","$","(96,868)","","","$","(6,497)"]]
[[/GREPCENT_TABLE]]

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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, organizational realignment activities, legal settlement expense, loss from equity method investment, reserve associated with the note receivable issued to our joint venture, impairment of equity method investment, gain from termination of interest rate swap, gain on the sale of the corporate headquarters, and SERP termination expense. 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 Adjusted EBITDA and includes a reconciliation of net income to Adjusted EBITDA (in thousands):

[[GREPCENT_TABLE]]
[["","YEARS ENDED DECEMBER 31,"],["","2023","","2022","","2021"],["Net income","$","61,075","","","$","75,431","","","$","75,177"],["Depreciation and amortization","5,012","","","4,427","","","4,500"],["Stock-based compensation expense","17,747","","","17,655","","","13,999"],["Interest expense, net","1,122","","","973","","","3,073"],["Income tax expense","24,175","","","27,011","","","24,090"],["Organizational realignment activities","3,662","","","\u2014","","","\u2014"],["Legal settlement expense","2,175","","","\u2014","","","3,350"],["Loss from equity method investment","750","","","3,824","","","2,480"],["Reserve associated with note receivable issued to our joint venture","\u2014","","","1,925","","","\u2014"],["Impairment of equity method investment","\u2014","","","13,684","","","\u2014"],["Gain from termination of interest rate swap","\u2014","","","(4,059)","","","\u2014"],["Gain on sale of corporate headquarters","\u2014","","","\u2014","","","(2,051)"],["SERP termination expense","\u2014","","","\u2014","","","1,821"],["Adjusted EBITDA","$","115,718","","","$","140,871","","","$","126,439"]]
[[/GREPCENT_TABLE]]

LIQUIDITY AND CAPITAL RESOURCES

To meet our capital and liquidity requirements, we primarily rely on operating cash flow, as well as borrowings under our credit facility. At December 31, 2023 and 2022, we had $0.1 million in cash and cash equivalents. At December 31, 2023, Kforce had $141.5 million in working capital compared to $146.3 million at December 31, 2022.

Cash Flows

Our business has historically generated a significant amount of operating cash flows, which allows us to balance deploying available capital towards: (i) investing in our infrastructure to allow sustainable growth; (ii) our dividend and share repurchase programs; and (iii) maintaining sufficient liquidity for potential acquisitions or other strategic investments.

The following table presents a summary of our net cash flows from operating, investing and financing activities (in thousands):

[[GREPCENT_TABLE]]
[["","YEARS ENDED DECEMBER 31,"],["Cash Provided by (Used in)","2023","","2022","","2021"],["Operating activities","$","91,465","","","$","90,805","","","$","72,898"],["Investing activities","(4,862)","","","(14,282)","","","8,301"],["Financing activities","(86,605)","","","(173,391)","","","(87,696)"],["Change in cash and cash equivalents","$","(2)","","","$","(96,868)","","","$","(6,497)"]]
[[/GREPCENT_TABLE]]

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Operating Activities

Cash provided by operating activities was $91.5 million during the year ended December 31, 2023, as compared to $90.8 million during the year ended December 31, 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. In 2022, there were higher cash outlays related to the payment of deferred payroll taxes under the CARES Act and the settlement of the SERP, totaling approximately $39 million. Operating cash flows in 2023 were negatively impacted by lower profitability levels due to the decline in revenues stemming from the uncertainty in the macro environment.

Investing Activities

Cash used in investing activities was $4.9 million during the year ended December 31, 2023, and primarily consisted of cash used for capital expenditures of $7.8 million, partially offset by the proceeds from the sale of our joint venture interest of $5.1 million. Cash used in investing activities of $14.3 million during the year ended December 31, 2022 primarily consisted of cash used for capital expenditures of $8.1 million and the issuance of secured promissory notes to our joint venture totaling $6.8 million.

Financing Activities

Cash used in financing activities was $86.6 million during the year ended December 31, 2023, as compared to $173.4 million during the year ended December 31, 2022. This change was primarily driven by $16.0 million of net borrowings on our credit facility in 2023 and $74.4 million of net payments in 2022.

The following table presents the cash flow impact of the common stock repurchase activity for the years ended December 31 (in thousands):

[[GREPCENT_TABLE]]
[["","2023","","2022","","2021"],["Open market repurchases","$","67,178","","","$","66,806","","","$","54,265"],["Repurchase of shares related to tax withholding requirements for restricted stock vesting","7,846","","","8,107","","","11,945"],["Total cash flow impact of common stock repurchases","$","75,024","","","$","74,913","","","$","66,210"],["Cash paid in current year for settlement of prior year repurchases","$","974","","","$","181","","","$","\u2014"]]
[[/GREPCENT_TABLE]]

Kforce’s Board declared and paid dividends of $27.6 million ($1.44 per share), $24.0 million ($1.20 per share) and $20.1 million ($0.98 per share) for the years ended December 31, 2023, 2022 and 2021, respectively.

In February 2024, Kforce’s Board approved a 5.5% annual increase to the Company's dividend from $1.44 per share to $1.52 per share. The declaration, payment and amount of future dividends are discretionary and will be subject to determination by Kforce’s 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, cash flow from operations and available borrowings under our credit facility will be adequate to meet the capital expenditure and working capital requirements of our operations for at least the next 12 months. However, a material deterioration in the economic environment or market conditions, among other things, could negatively impact operating results and liquidity, as well as the ability of our lenders to fund borrowings. Actual results could also differ materially from those indicated as a result of a number of factors, including the use of currently available resources for potential acquisitions and additional stock repurchases.

Credit Facility

On October 20, 2021, the Firm entered into an Amended and Restated Credit Facility, which has a maximum borrowing capacity of $200.0 million, and subject to certain conditions and the participation of the lenders, may be increased up to an aggregate additional amount of $150.0 million. As of December 31, 2023, $41.6 million was outstanding and $157.2 million, net of $1.2 million in letters of credit outstanding, was available under the Amended and Restated Credit Facility. As of December 31, 2023, we were in compliance with all of our financial covenants.

In June 2023, Kforce entered into the First Amendment to the Amended and Restated Credit Facility, by and among Wells Fargo, as administrative agent, and the lenders and financial institutions from time to time party thereto (the “First Amendment”), to replace the interest rates based on the London Inter-Bank Offered Rate (“LIBOR”) with benchmark interest rates based on the Secured Overnight Financing Rate (“SOFR”). Refer to Note 13 - “Credit Facility” in the Notes to Consolidated Financial Statements, included in this report for a complete discussion of the Amended and Restated Credit Facility.

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 December 31, 2023, the Firm did not have any outstanding interest rate swap derivative instruments. Refer to Note 14 - “Derivative Instrument and Hedging Activity” in the Notes to Consolidated Financial Statements, included in Item 8. Financial Statements and Supplementary Data of this report for a complete discussion of our interest rate swaps.

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Stock Repurchases

The following table presents the open market repurchase activity under the Board-authorized common stock repurchase program for the years ended December 31 (in thousands):

[[GREPCENT_TABLE]]
[["","2023","","2022"],["","Shares","$","","Shares","$"],["Open market repurchases","1,097","","$","67,124","","","1,124","","$","67,599"]]
[[/GREPCENT_TABLE]]
In February 2024, the Board approved an increase in our stock repurchase authorization, bringing the total authorization to $100.0 million. As of December 31, 2023, $41.7 million remained available for further repurchases under the Board-authorized common stock repurchase program.

Contractual Obligations

In addition to our discussion and analysis surrounding our liquidity and capital resources, consideration should also be given to significant contractual obligations:

•The Amended and Restated Credit Facility matures on October 20, 2026, and as of December 31, 2023, our outstanding debt balance under the credit facility was $41.6 million. Total payments, however, are inherently uncertain as the interest rates related to this outstanding balance are variable and the outstanding borrowings that will occur over the remaining term of the Credit Facility are unknown. Refer to Note 13 - “Credit Facility” in the Notes to Consolidated Financial Statements, included in Item 8. Financial Statements and Supplementary Data for further details on the Amended and Restated Credit Facility.

•We maintain various non-qualified deferred compensation plans pursuant to which eligible management and highly-compensated key employees may elect to defer all or part of their compensation to later years. As of December 31, 2023, the total amount of our obligations under these plans was $48.0 million. These amounts are included in the accompanying Consolidated Balance Sheets and classified as Accounts payable and other accrued liabilities and Other long-term liabilities, as appropriate, and are payable based upon the elections of the plan participants (e.g., retirement, termination of employment, change-in-control, etc.). Amounts payable upon the retirement or termination of employment may become payable during the next five years if a covered employee retires, terminates, or schedules a distribution.

•Our purchase commitments consist of agreements to purchase goods and services entered into in the ordinary course of business. As of December 31, 2023, the value of our non-cancellable unconditional purchase commitments was $38.0 million.

•We have employment agreements with certain executives that provide for minimum compensation, salary and continuation of certain benefits for a six-month to a three-year period after their employment ends under certain circumstances. At December 31, 2023, our liability would be approximately $30.3 million for terminations related to a change in control and $11.4 million related to terminations in the absence of cause. Refer to Note 17 - “Commitments and Contingencies” in the Notes to Consolidated Financial Statements, included in Item 8. Financial Statements and Supplementary Data for additional information regarding our commitments related to employment agreements.

•We lease certain facilities and other properties under non-cancellable operating lease arrangements that expire at various dates through 2033. As of December 31, 2023, the total amount of our obligations under operating leases was $18.2 million. Refer to Note 11 - “Operating Leases” in the Notes to Consolidated Financial Statements, included in Item 8. Financial Statements and Supplementary Data for additional information regarding our lease obligations and the timing of expected future payments, including a five-year maturity schedule.

Off-Balance Sheet Arrangements

Kforce provides letters of credit to certain vendors in lieu of cash deposits. At December 31, 2023, Kforce had letters of credit outstanding for operating lease and insurance coverage deposits totaling $1.2 million.

These off-balance sheet arrangements do not have a material impact on our liquidity or capital resources. These off-balance sheet arrangements do not provide financing, liquidity, market or credit risk support.

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CRITICAL ACCOUNTING ESTIMATES

Our consolidated financial statements are prepared in accordance with GAAP, and our significant accounting policies are discussed in Note 1 – “Summary of Significant Accounting Policies” in the Notes to Consolidated Financial Statements, included in Item 8. Financial Statements and Supplementary Data of this report. In connection with the preparation of our 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. Our assumptions, estimates and judgments are based on our historical experience, current trends and other factors that management believes to be relevant at the time our consolidated financial statements are prepared. Management regularly reviews the accounting policies, estimates, assumptions and judgments to ensure that our 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. Management believes that the following accounting estimates are the most critical to aid in fully understanding and evaluating our reported financial results, and they require management’s most difficult, subjective or complex judgments, resulting from the need to make estimates about the effect of matters that are inherently uncertain. We have not made any material changes in our accounting methodologies used in prior years.

Allowance for Credit Losses

We estimate and recognize 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. A 10% change in accounts reserved at December 31, 2023 would have impacted our net income by approximately $0.1 million in 2023.

Refer to Note 4 – “Allowance for Credit Losses” in the Notes to Consolidated Financial Statements, included in Item 8. Financial Statements and Supplementary Data of this report, for more details on our allowance for credit losses.

Accounting for Income Taxes

Our effective income tax rate is influenced by tax planning opportunities available to us in the various jurisdictions in which we conduct business. Significant judgment is required in determining our effective tax rate and in evaluating our tax positions, including those that may be uncertain.

We are also required to exercise judgment with respect to the realization of our net deferred tax assets. Management evaluates positive and negative evidence and exercises judgment regarding past and future events to determine if it is more likely than not that all or some portion of the deferred tax assets may not be realized. If appropriate, a valuation allowance is recorded against deferred tax assets to offset future tax benefits that may not be realized. A 0.5% change in our effective tax rate would have impacted our net income by approximately $0.4 million in 2023.

Refer to Note 6 – “Income Taxes” in the Notes to Consolidated Financial Statements, included in Item 8. Financial Statements and Supplementary Data of this report, for a complete discussion of the components of our income tax expense, as well as the temporary differences that exist as of December 31, 2023.

Goodwill Impairment

Goodwill is tested at the reporting unit level, which is generally an operating segment or one level below the operating segment level, where a business operates and for which discrete financial information is available and reviewed by segment management. We evaluate goodwill for impairment annually or more frequently whenever events or circumstances indicate that the fair value of a reporting unit is below its carrying value. We monitor the existence of potential impairment indicators throughout the year. It is our policy to conduct impairment testing based on our current business strategy in light of present industry and economic conditions, as well as future expectations.

When performing a quantitative assessment, we determine the fair value of our reporting units using widely accepted valuation techniques, including the discounted cash flow, guideline transaction and guideline company methods. These types of analyses contain uncertainties because they require management to make significant assumptions and judgments including: (1) an appropriate rate to discount the expected future cash flows; (2) the inherent risk in achieving forecasted operating results; (3) long-term growth rates; (4) expectations for future economic cycles; (5) market comparable companies and appropriate adjustments thereto; and (6) market multiples. When performing a qualitative assessment, we assess qualitative factors to determine whether the existence of events or circumstances indicated that it was more likely than not that the fair value of the reporting unit was less than its carrying amount.

Refer to Note 8 – “Goodwill” in the Notes to Consolidated Financial Statements, included in Item 8. Financial Statements and Supplementary Data of this report, for a complete discussion of the valuation methodologies employed.

Self-Insured Liabilities

We are self-insured for certain losses related to health insurance claims that are below insurable limits. However, we obtain third-party insurance coverage to limit our exposure to claims in excess of insurable limits. When estimating our self-insured liabilities, we consider a number of factors, including historical claims experience, plan structure, internal claims management activities, demographic factors and severity factors. Periodically, management reviews its assumptions to determine the adequacy of our self-insured liabilities.

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Our self-insured liabilities contain uncertainties because management is required to make assumptions and to apply judgment to estimate the ultimate total cost to settle reported claims and claims incurred but not reported (“IBNR”) as of the balance sheet date. A 10% change in our self-insured liabilities related to health insurance, as of December 31, 2023, would have impacted our net income by approximately $0.4 million in 2023.

NEW ACCOUNTING STANDARDS

Refer to Note 1 – “Summary of Significant Accounting Policies” in the Notes to Consolidated Financial Statements, included in Item 8. Financial Statements and Supplementary Data of this report, for a discussion of new accounting standards.