KFORCE INC
For the period ended Dec 31, 2024. Filed Feb 21, 2025.
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FY2024 · Filed Feb 21, 2025
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Table of Contents
KFORCE INC.
TABLE OF CONTENTS
| PART I | Item 1. | Business. | 3 |
|---|---|---|---|
| Item 1A. | Risk Factors. | 8 | |
| Item 1B. | Unresolved Staff Comments. | 14 | |
| Item 1C. | Cybersecurity | 14 | |
| Item 2. | Properties. | 15 | |
| Item 3. | Legal Proceedings. | 15 | |
| Item 4. | Mine Safety Disclosures. | 15 | |
| PART II | Item 5. | Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. | 15 |
| Item 6. | [Reserved.] | 16 | |
| Item 7. | Management’s Discussion and Analysis of Financial Condition and Results of Operations. | 17 | |
| Item 7A. | Quantitative and Qualitative Disclosures About Market Risk. | 27 | |
| Item 8. | Financial Statements and Supplementary Data. | 28 | |
| Item 9. | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure. | 47 | |
| Item 9A. | Controls and Procedures. | 47 | |
| Item 9B. | Other Information. | 48 | |
| Item 9C. | Disclosure Regarding Foreign Jurisdictions that Prevent Inspections. | 48 | |
| PART III | Item 10. | Directors, Executive Officers and Corporate Governance. | 48 |
| Item 11. | Executive Compensation. | 48 | |
| Item 12. | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. | 48 | |
| Item 13. | Certain Relationships and Related Transactions, and Director Independence. | 48 | |
| Item 14. | Principal Accounting Fees and Services. | 49 | |
| PART IV | Item 15. | Exhibits, Financial Statement Schedules. | 49 |
| SIGNATURES | 52 | ||
CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTS
References in this document to the “Registrant,” “Kforce,” the “Company,” the “Firm,” “management,” “we,” “our” or “us” refer to Kforce Inc. and its subsidiaries, except where the context otherwise requires or indicates.
This report, particularly Item 1. Business, Item 1A. Risk Factors and Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”), 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 about investments in our strategic priorities, including the implementation of Workday and our offshore offerings, and the effects of these investments on our business;
expectations of financial or operational performance, including the possibility and potential effects of the U.S. economy on our business;
the impacts of revenue and gross profit levels on SG&A expenses;
our expectations regarding the effects of our strategic investments on operating margins, our position to achieve long-term goals, client and consultant satisfaction ratings, and associate productivity measures;
our expectations regarding the future changes in revenue and gross profit margins of each segment of our business, including our expectations about the impacts of our service offerings on segment revenues;
our ability to control discretionary spending and decrease operating costs;
the Firm’s commitment and ability to return significant capital to its shareholders;
our ability to meet capital expenditure and working capital requirements associated with our operations;
the intent and ability to declare and pay quarterly dividends;
growth rates in temporary staffing or the information technology solutions markets;
a constraint in the supply of consultants and candidates or the Firm’s ability to attract or retain talented associates for a higher demand environment in the future;
changes in client demand for our services and our ability to adapt to such changes;
the level of or changes to anticipated future expenses;
the ability of the Firm to maintain and attract clients in the face of changing economic or competitive conditions;
our expectations regarding the impacts of current and future technological changes on our business, including generative artificial intelligence or other similar technologies;
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 affecting our business;
anticipated costs and benefits of acquisitions, divestitures, joint ventures and other investments;
effects of interest rate fluctuations and inflation, including anticipated changes in interest rates by the Federal Reserve and other related changes in government fiscal policies;
financing needs or plans;
estimates concerning the effects of litigation or other disputes;
the occurrence of unanticipated expenses; and
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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