UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
| (Mark One) | |||
|
| |||
| x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||
|
|
| ||
| For the quarterly period ended March 31, 2003 | |||
|
|
| ||
| OR | |||
|
|
| ||
| o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||
|
|
| ||
| For the transition period from __________ to __________ | |||
|
|
| ||
| | |||
|
|
| ||
| Commission file number 0-26058 | |||
|
|
| ||
| Kforce Inc. | |||
| (Exact name of registrant as specified in its charter) | |||
|
| |||
| FLORIDA |
|
59-3264661 | |
| (State or other jurisdiction of incorporation or organization) |
|
(I.R.S. Employer Identification No.) | |
|
|
|
| |
| 1001 East Palm Avenue |
|
33605 | |
| (Address of principal executive offices) |
|
(Zip-Code) | |
|
|
|
| |
| Registrants telephone number, including area code: (813) 552-5000 | |||
|
| |||
| | |||
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) had been subject to such filing requirements for the past 90 days.
| Yes x |
No o |
Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).
| Yes x |
No o |
As May 13, 2003 the registrant had 30,876,845 shares of common stock, $.01 par value per share, issued and outstanding.
ITEM 1. FINANCIAL STATEMENTS
KFORCE INC. AND SUBSIDIARIES
UNAUDITED
CONDENSED CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS)
|
|
|
March 31, |
|
December 31, |
| ||
|
|
|
|
|
|
|
|
|
| Assets: |
|
|
|
|
|
|
|
| Current Assets: |
|
|
|
|
|
|
|
| Cash and cash equivalents |
|
$ |
1,803 |
|
$ |
1,053 |
|
| Trade receivables, net of allowance for doubtful accounts and fallouts of $6,388 and $5,827, respectively |
|
|
65,651 |
|
|
63,092 |
|
| Income tax refund receivables |
|
|
737 |
|
|
809 |
|
| Prepaid expenses and other current assets |
|
|
4,904 |
|
|
3,838 |
|
|
|
|
|
|
|
|
|
|
| Total current assets |
|
|
73,095 |
|
|
68,792 |
|
| Fixed assets, net |
|
|
9,231 |
|
|
9,605 |
|
| Other assets, net |
|
|
12,164 |
|
|
11,982 |
|
| Goodwill |
|
|
61,798 |
|
|
61,798 |
|
|
|
|
|
|
|
|
|
|
| Total assets |
|
$ |
156,288 |
|
$ |
152,177 |
|
|
|
|
|
|
|
|
|
|
| Liabilities and Stockholders Equity: |
|
|
|
|
|
|
|
| Current Liabilities: |
|
|
|
|
|
|
|
| Accounts payable and other accrued liabilities |
|
$ |
14,746 |
|
$ |
14,603 |
|
| Accrued payroll costs |
|
|
22,380 |
|
|
19,282 |
|
| Other current liabilities |
|
|
3,212 |
|
|
2,781 |
|
|
|
|
|
|
|
|
|
|
| Total current liabilities |
|
|
40,338 |
|
|
36,666 |
|
| Long term debt |
|
|
22,000 |
|
|
22,000 |
|
| Other long-term liabilities |
|
|
6,844 |
|
|
7,923 |
|
|
|
|
|
|
|
|
|
|
| Total liabilities |
|
|
69,182 |
|
|
66,589 |
|
|
|
|
|
|
|
|
|
|
| Commitments and contingencies |
|
|
|
|
|
|
|
| Stockholders Equity: |
|
|
|
|
|
|
|
| Preferred stock, $0.01 par; 15,000 shares authorized, none issued and outstanding |
|
|
|
|
|
|
|
| Common stock, par value $.01; 250,000 shares authorized, 48,544 issued and outstanding |
|
|
485 |
|
|
485 |
|
| Additional paid-in-capital |
|
|
194,150 |
|
|
196,510 |
|
| Unamortized stock-based compensation |
|
|
(839 |
) |
|
(894 |
) |
| Accumulated other comprehensive loss |
|
|
(233 |
) |
|
(305 |
) |
| Deficit |
|
|
(12,468 |
) |
|
(12,756 |
) |
| Less reacquired stock at cost; 17,668 and 18,286 shares, respectively |
|
|
(93,989 |
) |
|
(97,452 |
) |
|
|
|
|
|
|
|
|
|
| Total stockholders equity |
|
|
87,106 |
|
|
85,588 |
|
|
|
|
|
|
|
|
|
|
| Total liabilities and stockholders equity |
|
$ |
156,288 |
|
$ |
152,177 |
|
|
|
|
|
|
|
|
|
|
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE UNAUDITED
CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS.
2
KFORCE INC. AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
AND COMPREHENSIVE INCOME (LOSS)
(IN THOUSANDS, EXCEPT PER
SHARE AMOUNTS)
|
|
|
THREE MONTHS ENDED |
| ||||
|
|
|
|
| ||||
|
|
|
March 31, |
|
March 31, |
| ||
|
|
|
|
|
|
|
|
|
| Net service revenues |
|
$ |
123,724 |
|
$ |
131,671 |
|
| Direct costs of services |
|
|
85,307 |
|
|
87,901 |
|
|
|
|
|
|
|
|
|
|
| Gross profit |
|
|
38,417 |
|
|
43,770 |
|
| Selling, general and administrative expenses |
|
|
36,606 |
|
|
43,052 |
|
| Depreciation and amortization expense |
|
|
1,102 |
|
|
2,724 |
|
|
|
|
|
|
|
|
|
|
| Income (loss) from operations |
|
|
709 |
|
|
(2,006 |
) |
| Other expense, net |
|
|
431 |
|
|
451 |
|
|
|
|
|
|
|
|
|
|
| Income (loss) before income taxes |
|
|
278 |
|
|
(2,457 |
) |
| Income tax benefit |
|
|
10 |
|
|
860 |
|
|
|
|
|
|
|
|
|
|
| Net income (loss) |
|
|
288 |
|
|
(1,597 |
) |
| Other comprehensive (loss) income: |
|
|
|
|
|
|
|
| Change in fair value of cash flow hedges, net of income taxes of $0 and $93, respectively |
|
|
(72 |
) |
|
140 |
|
|
|
|
|
|
|
|
|
|
| Comprehensive income (loss) |
|
$ |
216 |
|
$ |
(1,457 |
) |
|
|
|
|
|
|
|
|
|
| Net income (loss) per share Basic |
|
$ |
.01 |
|
$ |
(.05 |
) |
|
|
|
|
|
|
|
|
|
| Weighted average shares outstanding Basic |
|
|
30,565 |
|
|
31,835 |
|
|
|
|
|
|
|
|
|
|
| Net income (loss) per share Diluted |
|
$ |
.01 |
|
$ |
(.05 |
) |
|
|
|
|
|
|
|
|
|
| Weighted average shares outstanding Diluted |
|
|
30,603 |
|
|
31,835 |
|
|
|
|
|
|
|
|
|
|
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE UNAUDITED
CONDENSED
CONSOLIDATED FINANCIAL STATEMENTS
3
KFORCE INC. AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
|
|
|
THREE MONTHS ENDED |
| ||||
|
|
|
|
| ||||
|
|
|
March 31, |
|
March 31, |
| ||
|
|
|
|
|
|
|
|
|
| Cash flows from operating activities: |
|
|
|
|
|
|
|
| Net income (loss) |
|
$ |
288 |
|
$ |
(1,597 |
) |
| Adjustments to reconcile net income (loss) to cash provided by operating activities: |
|
|
|
|
|
|
|
| Depreciation and amortization |
|
|
1,102 |
|
|
2,724 |
|
| Provision for bad debts and fallouts on accounts receivable |
|
|
243 |
|
|
933 |
|
| Amortization of stock based compensation |
|
|
55 |
|
|
50 |
|
| (Gain) loss on asset sales/disposals |
|
|
42 |
|
|
(19 |
) |
| Amortization of hedge interest |
|
|
149 |
|
|
|
|
| Deferred compensation expense, net |
|
|
379 |
|
|
552 |
|
| (Increase) decrease in operating assets: |
|
|
|
|
|
|
|
| Trade receivables |
|
|
(2,801 |
) |
|
(1,668 |
) |
| Prepaid expenses and other current assets |
|
|
(1,067 |
) |
|
(105 |
) |
| Income taxes |
|
|
72 |
|
|
3,890 |
|
| Other assets, net |
|
|
(189 |
) |
|
1,287 |
|
| (Decrease) increase in operating liabilities: |
|
|
|
|
|
|
|
| Accounts payable and other accrued liabilities |
|
|
292 |
|
|
(747 |
) |
| Accrued payroll costs |
|
|
3,266 |
|
|
2,011 |
|
| Bank overdrafts |
|
|
431 |
|
|
(2,258 |
) |
| Other long-term liabilities |
|
|
(1,112 |
) |
|
(1,917 |
) |
|
|
|
|
|
|
|
|
|
| Cash provided by operating activities |
|
|
1,150 |
|
|
3,136 |
|
|
|
|
|
|
|
|
|
|
| Cash flows from investing activities: |
|
|
|
|
|
|
|
| Capital expenditures, net |
|
|
(400 |
) |
|
(71 |
) |
| Proceeds from sale of furniture and equipment |
|
|
|
|
|
27 |
|
|
|
|
|
|
|
|
|
|
| Cash used in investing activities |
|
|
(400 |
) |
|
(44 |
) |
|
|
|
|
|
|
|
|
|
| Cash flows from financing activities: |
|
|
|
|
|
|
|
| Repayments on bank line of credit |
|
|
|
|
|
(2,185 |
) |
| Proceeds from exercise of stock options |
|
|
|
|
|
117 |
|
|
|
|
|
|
|
|
|
|
| Cash used in financing activities |
|
|
|
|
|
(2,068 |
) |
|
|
|
|
|
|
|
|
|
| Increase in cash and cash equivalents |
|
|
750 |
|
|
1,024 |
|
| Cash and cash equivalents at beginning of period |
|
|
1,053 |
|
|
255 |
|
|
|
|
|
|
|
|
|
|
| Cash and cash equivalents at end of period |
|
$ |
1,803 |
|
$ |
1,279 |
|
|
|
|
|
|
|
|
|
|
| Supplemental cash flow information: |
|
|
|
|
|
|
|
| Cash paid (received) during the period for: |
|
|
|
|
|
|
|
| Income taxes |
|
$ |
(82 |
) |
$ |
(4,750 |
) |
| Interest |
|
|
307 |
|
|
591 |
|
| Supplemental non-cash flow information: |
|
|
|
|
|
|
|
| Deferred compensation match |
|
|
80 |
|
|
|
|
| Employee stock purchase plan contribution |
|
|
314 |
|
|
542 |
|
| Cash flow hedges, net of income taxes |
|
|
77 |
|
|
140 |
|
| Restricted stock issued in lieu of compensation, net of forfeitures |
|
|
|
|
|
1,201 |
|
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE
UNAUDITED
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS.
4
KFORCE INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS EQUITY
(AMOUNTS IN THOUSANDS)
(UNAUDITED)
|
|
|
THREE MONTHS ENDED |
| ||||
|
|
|
|
| ||||
|
|
|
2003 |
|
2002 |
| ||
|
|
|
|
|
|
|
|
|
| Common stock shares: |
|
|
|
|
|
|
|
| Shares at beginning of period |
|
|
48,544 |
|
|
48,264 |
|
| Exercise of stock options |
|
|
|
|
|
32 |
|
|
|
|
|
|
|
|
|
|
| Shares at end of period |
|
|
48,544 |
|
|
48,296 |
|
|
|
|
|
|
|
|
|
|
| Common stock par value |
|
||||||