EXECUTIVE SUMMARY
The following is an executive summary of what Kforce believes are highlights as
of and for the three months ended March 31, 2021, 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 three months ended March 31, 2021, increased 8.4%, to $363.2
million from $335.2 million in the comparable period in 2020. Revenue increased
4.8% and 22.3% for Tech and FA, respectively.
•Flex revenue for the three months ended March 31, 2021, increased 10.2% on a
billing day basis, to $353.8 million from $326.1 million in the comparable
period in 2020. Flex revenue increased 6.3% and 26.4%, on a billing day basis
for Tech and FA, respectively, on a year-over-year basis.
•Revenues from contracts we secured to support government-sponsored COVID-19
related initiatives (the "COVID-19 Business") was $24.0 million for the three
months ended March 31, 2021, which benefited our FA Flex business. Excluding
revenues from the COVID- 19 Business, our FA Flex business would have declined
12.8% in 2021 on a year-over-year basis.
•Direct Hire revenue for the three months ended March 31, 2021, increased 3.1%
to $9.4 million from $9.1 million in the comparable period in 2020 .
•Gross profit margin for the three months ended March 31, 2021, decreased 100
basis points to 27.2%. Flex gross profit margin for the three months ended
March 31, 2021, decreased 100 basis points to 25.2% from 26.2% in the comparable
period in 2020. Flex gross profit margin decreased 70 basis points for Tech due
primarily to spread compression as a result of business mix but also a result of
higher health insurance and payroll tax costs and decreased 200 basis points for
FA primarily as a result of the COVID-19 Business carrying a lower Flex gross
profit margin.
•SG&A as a percentage of revenue for the three months ended March 31, 2021,
decreased to 21.5% from 23.6% in the comparable period in 2020 due to leverage
gained from our revenue growth, associate productivity improvements, reductions
in certain areas such as travel and office related expenses given ongoing travel
restrictions and a decline in our credit expense.
•Income from continuing operations for the three months ended March 31, 2021,
increased 45.6% to $13.3 million, or $0.62 per share, from $9.1 million, or
$0.42 per share, in the comparable period in 2020.
•The Firm returned $21.0 million of capital to our shareholders in the form of
open market repurchases totaling $16.2 million and quarterly dividends totaling
$4.8 million during the year ending March 31, 2021. We have $68.4 million under
our current Board authorization.
•Cash provided by operating activities was $22.4 million during the three months
ended March 31, 2021, as compared to $3.0 million for the three months ended
March 31, 2020. Our operating cash flows were positively impacted by improved
profitability, solid management of our working capital and payment delays by our
clients at the onset of the pandemic in 2020 that impacted operating cash flows
in the first quarter of 2020.
•Cash and cash equivalents, net of long-term debt of $100.0 million, was $1.3
million as of March 31, 2021.

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RESULTS OF OPERATIONS
Business Overview
Kforce provides professional staffing services and solutions to our clients on
both a temporary ("Flex") and permanent ("Direct Hire") basis through our Tech
and FA segments. We operate through our corporate headquarters in Tampa, Florida
and our various field offices located throughout the United States (U.S.). As of
March 31, 2021, Kforce employed approximately 2,000 associates, including
approximately 1,300 supporting the revenue-generating aspects of our business
and approximately 700 supporting the revenue-enabling aspects. We also had
approximately 12,100 consultants on assignment providing flexible staffing
services and solutions to our clients. Kforce serves clients across many
industries and geographies as well as organizations of all sizes, with a
particular focus on Fortune 1000 and other large companies. We believe that our
portfolio of service offerings and client portfolio are key contributors to our
performance during the COVID-19 pandemic and long-term financial stability.

In December 2020 and early 2021, the U.S. Food and Drug Administration
authorized the distribution and administration of certain vaccines for the
prevention of COVID-19 in the U.S. The availability of COVID-19 vaccines,
economic stimulus measures initiated in the U.S., among other factors, has
significantly lifted the prospects of economic growth in the U.S. While the
level of vaccinations and potential variants of COVID-19 are difficult to
predict and could negatively impact our business, growth in our business as
accelerated over the last several quarters. From an economic standpoint, total
and temporary employment figures and trends have historically been important
indicators of staffing demand. Based on information published by the Bureau of
Labor Statistics and Staffing Industry Analysts ("SIA"), these figures and
trends have been trending positively since the end of the third quarter of 2020.
While uncertainty still remains around the future trends and impact on staffing
demand, the penetration rate (the percentage of temporary staffing to total
employment) remained at 1.9% and the unemployment rate decreased again to 6.0%
in March 2021, down from 6.2% in December 2020. In the latest U.S. staffing
industry forecast published by SIA in April 2021, the technology temporary
staffing industry and finance and accounting temporary staffing industry are
estimated to grow by 9% and 14%, respectively, in 2021, and by 6% and 5%,
respectively, in 2022. In addition, SIA noted that the domestic technology
staffing market became the largest market segment in 2020, with spend of nearly
$31 billion, and overtaking industrial staffing for the first time.

We were successful delivering strong results in 2020 with our largest business,
Technology, only being down 1% for the full year 2020. Our client relationships
and capability to source and deliver resources at scale significantly
contributed to us securing the COVID-19 Business during 2020. While trends
related to our COVID-19 Business are difficult to predict, it contributed $24.0
million in FA Flex revenue for the three months ended March 31, 2021 and is
expected to continue into the second quarter of 2021. While the business climate
related to this economic and health crisis, along with related governmental
legislation (including that which is aimed at stimulating the economy) is still
extremely fluid, we believe that we are very well positioned to continue
capturing additional market share in our Technology business and delivering
strong operating results to our shareholders.

We have conducted multiple employee satisfaction surveys during this pandemic
and the results indicate that our associates have embraced the ingenuity
required to work remotely and have been successful in establishing new,
productive routines. We continue to make great progress in our "Kforce
Reimagined" initiative that was started in 2020, which is an effort to position
Kforce to provide a more flexible work environment for our associates. This
initiative involves efforts to streamline our real estate footprint and make
investments in technology and other tools necessary to provide a seamless
in-office and remote experience. We believe that the culmination of these
efforts will provide significant contributions to improving productivity and
profitability.

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Operating Results - Three Months Ended March 31, 2021 and 2020
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,
                                                                               2021         2020
Revenue by segment:
Tech                                                                           77.0  %      79.6  %
FA                                                                             23.0         20.4
Total Revenue                                                                 100.0  %     100.0  %
Revenue by type:
Flex                                                                           97.4  %      97.3  %
Direct Hire                                                                     2.6          2.7
Total Revenue                                                                 100.0  %     100.0  %
Gross profit                                                                   27.2  %      28.2  %
Selling, general and administrative expenses                                   21.5  %      23.6  %
Depreciation and amortization                                                   0.3  %       0.4  %
Income from operations                                                          5.4  %       4.2  %
Income from operations, before income taxes                                     5.0  %       3.7  %

Net income                                                                      3.7  %       2.7  %


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,
                                                                                   Increase
                                                                     2021         (Decrease)        2020
Tech
Flex revenue                                                      $ 274,784            4.7  %    $ 262,569
Direct Hire revenue                                                   4,776           13.3  %        4,215
Total Tech revenue                                                $ 279,560            4.8  %    $ 266,784
FA
Flex revenue                                                      $  79,063           24.4  %    $  63,540
Direct Hire revenue                                                   4,602           (5.8) %        4,884
Total FA revenue                                                  $  83,665           22.3  %    $  68,424

Total Flex revenue                                                $ 353,847            8.5  %    $ 326,109
Total Direct Hire revenue                                             9,378            3.1  %        9,099
Total Revenue                                                     $ 363,225            8.4  %    $ 335,208


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Our quarterly operating results are affected by the number of billing days in a
quarter. The following table presents the year-over-year revenue growth rates,
on a billing day basis, for the last five quarters:
                                               Year-Over-Year Revenue 

Growth Rates


                                                        (Per Billing Day)
                                   Q1 2021                  Q4 2020      Q3 

2020 Q2 2020 Q1 2020


    Billing Days                                     63           62           64           64           64
    Tech Flex                                    6.3  %       0.8  %      (4.2) %      (3.0) %       3.3  %
    FA Flex                                     26.4  %      26.0  %      51.6  %      28.7  %      (3.4) %
    Total Flex                                  10.2  %       5.9  %       6.9  %       3.4  %       1.9  %


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 Tech increased 6.3% on a billing day basis, during the three
months ended March 31, 2021, as compared to the same period in 2020. Flex
revenue in our Tech business improved 3.1%, on billing day basis sequentially in
the first quarter of 2021, which is the strongest sequential performance that we
have on record. Importantly, the growth we experienced during the first quarter
of 2021 accelerated as the quarter progressed. The growth we are experiencing in
Tech is being driven by higher levels of consultants on assignment as well as an
increase in average bill rates, which increased 1.3% sequentially and 4.5%
year-over-year in the first quarter of 2021. While the overall economy is still
feeling the effects of the COVID-19 pandemic, our Tech Flex business displayed a
high level of resiliency during the COVID-19 pandemic with Tech Flex revenues
only being down approximately 1% for the full year 2020. We have made
significant progress in growing our technology consultants on assignment since
June 2020. Given the acceleration we are experiencing in Tech Flex growth, we
expect revenues in the second quarter of 2021 to grow in the mid to high teens
on a year-over-year billing day basis. We believe the secular drivers of demand
in technology have only strengthened as companies continue to assess their
digital transformation efforts and capabilities to conduct business in a more
virtual operating environment.
Our FA segment experienced an increase in Flex revenue of 24.4% during the three
months ended March 31, 2021, as compared to the same period in 2020, primarily
driven by the COVID-19 Business, which contributed approximately $24.0 million
in revenue during the three months ended March 31, 2021. This positively
impacted FA Flex revenue growth rates by 37.8% for the three months ended
March 31, 2021. As we move into the second quarter of 2021, we expect overall
revenues in the FA business to remain relatively stable year-over-year as we
continue to migrate our FA business towards highly-skilled roles that are less
susceptible to technological change, location and automation.
Future forecasts and predictions about the demand for temporary staffing and
solutions are inherently uncertain due to the unknown and continued impacts of
the current macro-economic environment as a result of the COVID-19 economic and
health crisis and political uncertainty, and any forward-looking information
could fluctuate materially.
The following table presents the key drivers for the change in Flex revenue by
segment over the prior period (in thousands):
                                                                 Three Months Ended
                                                              March 31, 2021 vs. March
                                                                      31, 2020
                                                                            Tech                    FA
Key Drivers - Increase (Decrease)
Volume - hours billed                                                  $      1,363          $       27,264
Bill rate                                                                    11,686                 (11,603)
Billable expenses                                                              (834)                   (138)
Total change in Flex revenue                                           $     12,215          $       15,523




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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,
                                                                                   Increase
                                                                       2021       (Decrease)       2020
Tech                                                                  3,428            0.5  %     3,410
FA                                                                    2,376           43.0  %     1,662
Total Flex hours billed                                               5,804           14.4  %     5,072


For the three months ended March 31, 2021, FA Flex hours billed included 849
thousand hours from the COVID-19 Business.
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 increased 3.1% during the three months ended March 31, 2021,
as compared to the same period in 2020, primarily driven by a significant
increase in the average placement fee during the first quarter of 2021. As we
look to the second quarter, we expect Direct Hire revenue could approximate
first quarter levels.
The following table presents the key drivers for the change in Direct Hire
revenue by segment over the prior period (in thousands):
                                                                     Three Months Ended
                                                                     March 31, 2021 vs.
                                                                       March 31, 2020
                                                                                 Tech                   FA
Key Drivers - Increase (Decrease)
Volume - number of placements                                                 $    21               $  (973)
Placement fee                                                                     540                   691
Total change in Direct Hire revenue                                           $   561               $  (282)

The following table presents the total number of placements by segment and percentage change over the prior period:


                                          Three Months Ended March 31,
                                                                                   Increase
                                                                        2021      (Decrease)      2020
Tech                                                                    244            0.4  %     243
FA                                                                      294          (19.9) %     367
Total number of placements                                              538          (11.8) %     610


The following table presents the average placement fee by segment and percentage change over the prior period:


                                            Three Months Ended March 31,
                                                                                     Increase
                                                                        2021        (Decrease)        2020
Tech                                                                 $ 19,559           12.8  %    $ 17,347
FA                                                                   $ 15,643           17.7  %    $ 13,294
Total average placement fee                                          $ 17,419           16.8  %    $ 14,908



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 independent contractor costs) from total revenue.
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.

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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,
                                                                                            Increase
                                                                                2021       (Decrease)       2020
Tech                                                                           26.6  %         (2.2) %     27.2  %
FA                                                                             29.2  %         (9.6) %     32.3  %
Total gross profit percentage                                                  27.2  %         (3.5) %     28.2  %


The change in total gross profit percentage for the three months ended March 31,
2021, as compared to the same period in 2020, is primarily driven by a 100 basis
point decrease in our Flex gross profit margin driven by spread compression,
higher healthcare costs, higher payroll taxes and lower margins from the
COVID-19 Business. A lower mix of Direct Hire revenues also contributed to the
decline.
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 by segment and
percentage change over the prior period:
                                                               Three Months Ended March 31,
                                                                                                         Increase
                                                                                     2021               (Decrease)               2020
Tech                                                                                   25.3  %                 (2.7) %             26.0  %
FA                                                                                     25.0  %                 (7.4) %             27.0  %
Total Flex gross profit percentage                                                     25.2  %                 (3.8) %             26.2  %


Overall, our Flex gross profit percentage decreased slightly for the three
months ended March 31, 2021, as compared to 2020, although there were notable
fluctuations within our segments.
•Tech Flex gross profit margin decreased 70 basis points for the three months
ended March 31, 2021, as compared to the same period in 2020, primarily due to
spread compression as a result of changes in business mix, higher healthcare
costs and higher payroll taxes.
•FA Flex gross profit margin decreased 200 basis points for the three months
ended March 31, 2021, as compared to the same periods in 2020, primarily due to
spread compression and higher healthcare costs. The decrease was also impacted
by the COVID-19 Business, which contributed a lower gross profit margin than the
rest of the FA portfolio. For the three months ended March 31, 2021, the
estimated Flex gross profit margin for the COVID-19 Business was 23.3%, which is
roughly 250 basis points lower than the remaining FA Flex business.
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, 2021 vs.
                                                                     March 31, 2020
                                                                               Tech                   FA
Key Drivers - Increase (Decrease)
Revenue impact                                                            $     3,174          $       4,199
Profitability impact                                                           (1,909)                (1,585)
Total change in Flex gross profit                                         $ 

1,265 $ 2,614




SG&A Expenses. Total compensation, commissions, payroll taxes and benefit costs
as a percentage of SG&A represented 85.7% for the three months ended March 31,
2021, as compared to 81.3% for the comparable period in 2020. We believe this
increase mostly results from the fact that in the first quarter of 2020, we had
lower bonus accruals due to the uncertainty of the potential impact of the
pandemic on our business. Commissions and other bonus incentives for our
revenue-generating talent are variable costs driven primarily by revenue and
gross profit levels. Therefore, as gross profit levels change, these expenses
would also generally be anticipated to change, but remain relatively consistent
as a percentage of revenue.
The following table presents components of SG&A as a percentage of revenue (in
thousands):
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                                                      2021               % of Revenue              2020               % of Revenue

Three Months Ended March 31,
Compensation, commissions, payroll taxes and
benefits costs                                     $ 66,874                       18.4  %       $ 64,367                       19.2  %
Other (1)                                            11,155                        3.1  %         14,849                        4.4  %
Total SG&A                                         $ 78,029                       21.5  %       $ 79,216                       23.6  %


(1) Includes credit loss expense, lease expense, professional fees, travel,
telephone, computer and certain other expenses.
SG&A as a percentage of revenue decreased 210 basis points for the three months
ended March 31, 2021, as compared to the same periods in 2020. The decrease is
primarily related to leverage from our revenue growth, continued improvements in
associate productivity, reductions in certain areas such as travel and office
related expenses, declines in credit expense due to larger reserves taken in the
first quarter of 2020 at the onset of the pandemic given inherent risk and our
efforts to manage spend. These decreases were partially offset by an increase in
professional fess driven by our investments in information technology
initiatives and increased legal costs.
The Firm continues to focus on generating increased operating leverage by
improved productivity of our associates and continuing to exercise solid expense
discipline.
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,
                                                                                                      Increase
                                                                                    2021             (Decrease)              2020
Fixed asset depreciation (includes finance leases)                               $   810                   (31.1) %       $ 1,176
Capitalized software amortization                                                    392                    80.6  %           217
Total Depreciation and amortization                                              $ 1,202                   (13.7) %       $ 1,393


Other Expense, Net. Other expense, net for the three months ended March 31, 2021
and 2020 was $1.3 million and $1.4 million, respectively. Other expense, net
includes interest expense related to outstanding borrowings under our credit
facility, which is partially offset by the interest income on cash held in
government money market funds.
During the three months ended March 31, 2021, Other expense, net also includes
our proportionate share of the loss from WorkLLama, our equity method
investment, of $0.5 million. The impact of the COVID-19 economic and health
crisis remains highly uncertain. Therefore, it could have a material adverse
impact on the fair value of our equity method investment in WorkLLama and if the
fair value falls below the book value of the equity method investment, we would
be required to evaluate whether an other-than-temporary impairment has occurred.
Income Tax Expense. Income tax expense as a percentage of income from continuing
operations, before income taxes (our "effective tax rate" from continuing
operations) for the three months ended March 31, 2021 and 2020 was 27.0% and
27.3%, respectively.
Non-GAAP Financial Measures
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, making acquisitions,
repurchasing common stock or paying dividends. 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,
                                                         2021                    2020

Net cash provided by operating activities    $        22,426                  $  3,005
Capital expenditures                                  (1,350)                   (1,971)
Free cash flow                                        21,076                     1,034
Change in debt                                             -                    35,000
Repurchases of common stock                          (16,313)                  (19,470)
Cash dividends                                        (4,786)                   (4,293)
Equity method investment                              (2,000)                        -

Other                                                   (122)                     (328)
Change in cash and cash equivalents          $        (2,145)

$ 11,943




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 and loss from
equity method investment. 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 Adjusted EBITDA to net income
(in thousands):
                                        2021          2020
Three Months Ended March 31,
Net income                           $ 13,261      $  9,106

Depreciation and amortization           1,202         1,393

Stock-based compensation expense 3,403 2,896 Interest expense, net

                     797           791
Income tax expense                      4,905         3,428
Loss from equity method investment        491           595
Adjusted EBITDA                      $ 24,059      $ 18,209



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LIQUIDITY AND CAPITAL RESOURCES
To meet our capital and liquidity requirements, we primarily rely on our
operating cash flow as well as borrowings under our credit facility. At
March 31, 2021 and December 31, 2020, we had $101.3 million and $103.5 million
in cash and cash equivalents, respectively, which consisted primarily of
government money market funds. At both March 31, 2021 and December 31, 2020, we
had $100.0 million outstanding under our credit facility, and $198.5 million
available under our credit facility. The amounts outstanding under our credit
facility were hedged by interest rate swaps, as discussed below.
Cash Flows
We are principally focused on achieving an appropriate balance of cash flow
across several areas of opportunity such as: generating positive cash flow from
operating activities; returning capital to our shareholders through our
quarterly dividends and common stock repurchase program; maintaining appropriate
leverage under our credit facility; investing in our infrastructure to allow
sustainable growth via capital expenditures; selectively pursuing acquisition
opportunities; and maintaining sufficient liquidity for operations.
Cash provided by operating activities was $22.4 million during the three months
ended March 31, 2021, as compared to $3.0 million during the three months ended
March 31, 2020. 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 increase was primarily driven by
the continued positive performance of our accounts receivable portfolio and
profitable revenue growth.
Cash used in investing activities was $3.4 million and $2.0 million, during the
three months ended March 31, 2021 and March 31, 2020, respectively. Cash used in
investing activities during the three months ended March 31, 2021 includes
capital expenditures and payments for capital invested in WorkLLama. We expect
to continue selectively investing in our infrastructure, primarily focusing on
implementing new and upgrading existing technologies that will provide the most
benefit. Assuming that the sale of our corporate headquarters closes in the
second quarter, we expect to receive net cash proceeds of approximately $23.0
million. Refer to Note M - "Subsequent Events" in the Notes to Unaudited
Condensed Consolidated Financial Statements, included in this report on Form
10-Q, for a complete discussion of the sale of our corporate headquarters.
Cash used in financing activities was $21.2 million during the three months
ended March 31, 2021, as compared to cash provided by financing activities of
$10.9 million during the three months ended March 31, 2020. The change was
primarily driven by the $35.0 million draw down on our credit facility during
the three months ended March 31, 2020, partially offset by a decrease in cash
used for repurchases of common stock.
The following table presents the cash flow impact of the common stock repurchase
activity (in thousands):
                                                                         Three Months Ended March 31,
                                                                            2021                  2020
Open market repurchases                                              $     

16,190 $ 19,382 Repurchase of shares related to tax withholding requirements for vesting of restricted stock

                                                  123                 88
Total cash flow impact of common stock repurchases                   $      

16,313 $ 19,470




During the three months ended March 31, 2021 and 2020, Kforce declared and paid
quarterly dividends of $4.8 million ($0.23 per share) and $4.3 million ($0.20
per share), respectively. The declaration, payment and amount of future
dividends are discretionary and 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, 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 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 May 25, 2017, the Firm entered into a 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,
Regions Bank and BMO Harris Bank, N.A., as co-documentation agents, and the
lenders referred to therein (the "Credit Facility"). The maturity date of the
Credit Facility is May 25, 2022. Borrowings under the Credit Facility are
secured by substantially all of the tangible and intangible assets of the Firm,
excluding the Firm's corporate headquarters and certain other designated
collateral. As of March 31, 2021, $100.0 million was outstanding and $198.5
million was available on our Credit Facility, subject to certain covenants, and
as of December 31, 2020, $100.0 million was outstanding. As of March 31, 2021,
we are in compliance with our credit facility covenants as described in the 2020
Annual Report on Form 10-K and currently expect that we will be able to maintain
compliance with these covenants. However, we cannot predict the impact from the
COVID-19 pandemic, which could have a material adverse effect on our results of
operations that could result in an event of default.
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Table of Contents



Kforce has two forward-starting interest rate swap agreements, which have been
designated as cash flow hedges, to mitigate the risk of rising interest rates.
Refer to Note K - "Derivative Instruments and Hedging Activity" in the Notes to
Unaudited Condensed Consolidated Financial Statements, included in this report
on Form 10-Q, for a complete discussion of our interest rate swaps. At March 31,
2021 and December 31, 2020, the fair value of our interest rate swaps were a
liability of $0.5 million and $1.8 million, respectively.
Stock Repurchases
In March 2020, the Board approved an increase in our stock repurchase
authorization to an aggregate total of $100.0 million. During the three months
ended March 31, 2021, Kforce repurchased approximately 0.3 million shares of
common stock on the open market at a total cost of approximately $16.2 million
and $68.4 million remained available for further repurchases under the
Board-authorized common stock repurchase program at March 31, 2021.
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 2020 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.
Refer to Note A - "Summary of Significant Accounting Policies" in the Notes to
Consolidated Financial Statements and "Management's Discussion and Analysis of
Financial Condition and Results of Operations - Critical Accounting Estimates"
in our 2020 Annual Report on Form 10-K for a more detailed discussion of our
significant accounting policies and critical accounting estimates.
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.

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