Annual report of employee stock purchase, savings and similar plans



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UNITED STATES
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SECURITIES AND EXCHANGE COMMISSION




Washington, D.C. 20549




___________________________________________










FORM 11-K




___________________________________________






























ý



ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934





For the fiscal year ended


December 31, 2018






OR
























¨



TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934





For the transition period from




to






Commission file number 0-26058






___________________________________________






























A.



Full title of the plan and the address of the plan, if different from that of the issuer named below:





KFORCE 401(k) RETIREMENT SAVINGS PLAN




























B.



Name of issuer of the securities held pursuant to the plan and the address of its principal executive office:





KFORCE INC.




1001 EAST PALM AVENUE




TAMPA, FL 33605













































KFORCE




401(k) RETIREMENT SAVINGS PLAN




TABLE OF CONTENTS


















































































FINANCIAL STATEMENTS:


















SUPPLEMENTAL SCHEDULES:

















































All other schedules required by Section 2520.103-10 of the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974 as amended ("ERISA") have been omitted because they are not applicable.

















2











REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM










To the Board of Directors, Participants, and Plan Administrator




Kforce 401(k) Retirement Savings Plan




Tampa, Florida




Opinion on the Financial Statements




We have audited the accompanying statements of net assets available for benefits of the Kforce


401(k) Retirement




Saving


s Plan


(the Plan) as of December 31, 2018 and 2017 and the related statement of changes in net assets available for benefits for the year ended December 31, 2018, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2018 and 2017 and the changes in net assets available for benefits for the year ended December 31, 2018 in conformity with accounting principles generally accepted in the United States of America.




Basis for Opinion




These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on the Plan’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Plan in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.




We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Plan is not required to have, nor were we engaged to perform, an audit of internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Plan's internal control over financial reporting. Accordingly, we express no such opinion.




Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.




Supplemental




The supplemental Form 5500, Schedule H, Part IV, Line 4i - Schedule of Assets (Held at End of Year) and Schedule H, Part IV, Line 4a - Schedule of Delinquent Participant Contributions as of December 31, 2018 have been subjected to audit procedures performed in conjunction with the audit of the Plan’s financial statements. The supplemental information is the responsibility of the Plan’s management. Our audit procedures included determining whether the supplemental information reconciles to the financial statements or the underlying accounting and other records, as applicable, and performing procedures to test the completeness and accuracy of the information presented in the supplemental information. In forming an opinion on the supplemental information presented, we evaluated whether the supplemental information, including its form and content, is presented in conformity with the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. In our opinion, the supplemental information is fairly stated, in all material respects, in relation to the financial statements as a whole.










/s/ Warren Averett, LLC










We have served as the Plan’s auditor since 2010.




Tampa, Florida




June 21, 2019












3











KFORCE




401(k)


RETIREMENT SAVINGS


PLAN




STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS















































































































































































December 31,







2018




2017



ASSETS







Investments:







At fair value




$



122,660,998




$



130,694,974



At contract value




15,636,272




14,716,261



Total investments




138,297,270




145,411,235



Receivables:







Participant contributions




464,020




441,697



Employer contributions




1,071,811




1,052,898



Notes receivable from participants




1,392,050




1,305,872



Total receivables




2,927,881




2,800,467



Total assets




$



141,225,151




$



148,211,702



LIABILITIES







Administrative expenses payable




$



29,502




$



38,813



Total liabilities




$



29,502




$



38,813



Net assets available for benefits




$



141,195,649




$



148,172,889





The accompanying notes are an integral part of these financial statements.










4











KFORCE




401(k) RETIREMENT SAVINGS PLAN




STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS





































































































Year Ended


December 31, 2018



Investment (loss) income:




Net depreciation in fair value of investments



$



(10,525,280)



Interest and dividend income



2,531,797



Total investment loss



(7,993,483)



Interest income on notes receivable from participants



60,207



Contributions:




Participant



18,151,613



Employer



1,071,811



Rollovers



2,435,278



Total contributions



21,658,702



Benefits paid to participants



(20,362,641)



Administrative expenses



(598,551)



Other income



258,526



Net change in net assets



(6,977,240)



Net assets available for benefits:




Beginning of year



148,172,889



End of year



$



141,195,649





The accompanying notes are an integral part of these financial statements.










5











KFORCE


401(k) RETIREMENT SAVINGS PLAN




NOTES TO FINANCIAL STATEMENTS

























Note 1 - Description of the Plan





General




The Kforce 401(k) Retirement Savings Plan (the “Plan”) is a defined contribution plan sponsored by Kforce Inc. and subsidiaries (“Kforce”).


Through December 31, 2018,


s


ubstantially all employees of Kforce are eligible under the Plan, except employees of


Kforce Government Solutions, Inc. (“KGS”)


,


a


wholly-owned subsidiar


y


of Kforce


,




and those employees that meet certain exceptions. Prudential Bank & Trust, FSB (“Prudential” or the “Trustee”) is the trustee of the Plan and The Prudential Insurance Company of America is the record-keeper.




The following description of the Plan is provided for general information purposes. Participants should refer to the Plan document for a more complete description of the Plan provisions. If there are any discrepancies between the terms of the Plan and this description, the terms of the Plan shall prevail. The Plan is subject to the provisions of the ERISA.




Eligibility






All employees of Kforce, except employees o


f KGS


, are eligible to participate in the Plan with the exception of employees who are:







Leased employees under Section 414(n) of the Internal Revenue Code (the “Code”),







Covered by a collective bargaining agreement that does not provide for participation in the Plan,







Nonresident aliens with no U.S. source earned income,







Not residents of the U.S.,







Not on the U.S. payroll of Kforce.




Additionally, individuals who are independent contractors or consultants, regardless of whether they are subsequently determined to be common law employees, are not eligible to participate.




Contributions






Employee contributions are recorded in the period in which the payroll deductions are withheld from the participant's earnings. Participants may contribute up to 75% of their compensation for the year subject to the limitations provided in the Code, which was $18,


5


00 for those under age 50 and $24,


5


00 for those age 50 and above for


2018


.




Effective January 1, 2019, the Plan was amended to automatically increase contribution rates by 1% annually (up to a maximum of


8


%) for all participant


s who contribute less than 8% to the plan, excluding highly




compensated employees. A participant may elect at any time to stop contributing, to contribute a percentage other than the automatic percentage or to change the automatic 1% increase.




Kforce provides a matching contribution at the discretion of the Board of Directors. Kforce matching contributions, if any, are funded annually in cash to the Plan for eligible participants who are employed as of the last day of the Plan year and have completed at least 1,000 hours as of the last day of the Plan year. Employees are also considered eligible participants if their employment was terminated due to death, total disability or


retirement


after reaching age 5


5. For the year ended


December 31, 2018


, Kforce made matching contributions equal to 10% of each


eligib


le


participant’s


contributions


.




Rollovers




All employees who meet the Plan eligibility requirements are eligible to make cash rollover contributions to the Plan from a previous employer’s qualified retirement plan or a conduit IRA.




Participant Accounts






Participants direct the investment of their contributions into various investment options offered by the Plan. Each participant’s account is credited or charged with


the participant’s


contributions and allocations


of


Kforce’s matching contributions, Plan earnings or losses,


rollovers


and


transfers into


or withdrawals out of


the Plan


.


Effective January 1, 2015,


the Plan eliminated the right of participants to make new investments in Kforce Inc. common stock.




Vesting






Participants are fully vested in their contributions plus actual earnings


thereon


, if any


.


Vesting in Kforce's matching contributions and earnings, if any, is based on years of continuous service. Participants vest at the rate of 20%, 40%, 60% and 100% after two, three, four and five years of service completed, respectively. A participant is 100% vested after five years of credited service or upon death, total disability, normal retirement age or Plan termination.














6











In-Service Withdrawals






Participants may request the following types of in-service withdrawals from the Plan during any given calendar month:







Age 59-1/2,







Financial hardship,







Withdrawals from profit-sharing account or of rollover contributions,







Qualified reservist distributions.




Plan Termination






Although it has not expressed any intent to do so, Kforce has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA. In the event of Plan termination, participants will become 100% vested in their accounts and the trust shall continue until all participants’ accounts have been completely distributed to each participant (or their designated beneficiary) in accordance with the Plan.




Notes Receivable from Participants






Participants may borrow money from their vested account balance up to the lesser of $50,000, reduced by the participant’s highest note receivable balance outstanding


with


in the


last


12 months (prior to the date of the note receivable), or 50% of the participant’s vested account balance. The notes receivable are collateralized by the balance in the participant’s account and bear interest at a reasonable fixed rate of interest


as defined by the Plan. Principal and interest are generally paid ratably through payroll deductions, but may also be paid directly to the Trustee. Notes receivable must have a definite repayment period greater than 12 months but not to exceed five years unless the note receivable is for the purchase of a principal residence, in which case the repayment period must not exceed 15 years.




A participant who terminates employment with an outstanding note receivable has 90 days to pay off the outstanding balance of the note receivable. Upon expiration of the 90 days, the remaining outstanding balance of the note receivable is deemed to be a distribution to the participant. Notes receivable from participants, including interest thereon, are taxable to the participant and subject to applicable excise penalties upon default.




Benefit Payments






Upon termination of employment, the participant is entitled to receive the vested portion of his or her account.


I


f the vested amount is $5,000 or less,




the account is automatically paid to the participant within a reasonable time frame through a distribution or a rollover into an IRA


. If the vested amount is more than $5,000, the participant must consent to the distribution. Withdrawals from the Plan are paid in cash or Kforce Inc. common stock to the extent that the vested balance is invested in Kforce Inc. common stock.




At


December 31, 2018


and


2017


, there were no distribution payments that were processed and approved for payment by the Plan, but not yet paid to participants.




Forfeited Accounts






Non-vested balances resulting from Kforce contributions and earnings


are


forfeited upon


distribution or


the date the participant incurs five consecutive one-year breaks in service


. A one-year break in service


in


cludes


any year a participant works less than 500 hours. For terminated employees who receive a distribution but who are re-employed during the five consecutive years following termination, the forfeiture amount shall be restored to the participant’s account if the participant pays back the full amount of the distribution within five years of the re-employment date.




Forfeited non-vested


ba


lances


are used first to fund any restorations. Any unallocated forfeitures shall be used to reduce administrative expenses payable by the Plan and/or employer matching contributions, if any, then to reduce employer qualified non-elective contributions, and


/or


to increase the employer matching contributions. Any remaining forfeitures shall be credited to a suspense account to be used for future restorations. For the year ended


December 31, 2018


, there was approximately $


241


,000 in matching contributions made using forfeited funds.


Forfeited funds in the suspense account at


December 31, 2018


and


2017


were approximately


$


314


,


000


and $


265,000


, respectively


, which


was maintained in the Guaranteed Income Fund


.

























Note 2 - Summary of Accounting Policies





Basis of Accounting






The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”).














7











Use of Estimates






The preparation of financial statements in conformity with GAAP requires the Plan Administrator as defined in the Plan ("Plan Administrator") to make estimates and assumptions that affect the reported amounts of net assets available for benefits and changes therein. Actual results could differ from those estimates.




Investment Valuation and Income Recognition






The Plan’s investments are stated at fair value, except for the fully benefit-responsive contract


,


which is recorded at contract value. The Plan’s self-directed accounts hold shares of mutual funds and common stock. Shares of common stock and mutual funds are valued at quoted market prices, which represent the net asset value of shares held by the Plan. The fully benefit-responsive investment contract


value includes


contributions plus earnings and


participant


transfers into the fund, less participant withdrawals,


administrative expenses and


participant


transfers out of the fund


. Refer


to Note 4 - "Investment Contract with Insurance Company" for further discussion on the fully benefit-responsive investment contract.




Purchases and sales of securities are recorded on a trade-date basis. Interest income is recorded on the accrual basis. Dividends are recorded on the ex-dividend date.




Valuation of Notes Receivable from Participants




Notes receivable from participants are measured at the unpaid principal balance plus any accrued and unpaid interest. Delinquent notes receivable are recorded as distributions in accordance with the terms of the Plan document.




Benefit Payments






Benefit payments and withdrawals are recorded when paid.




Administrative Expenses




The Plan's administrative expenses are paid by Kforce, the Plan and/or unallocated forfeitures.




Certain management fees and operating expenses charged to the Plan for investments in mutual funds and mutual funds held in the self-directed accounts are deducted from income or loss on a daily basis and are not separately reflected. These investment


-


related expenses are included as a reduction in


the N


et


de


preciation of fair value of investments in the accompanying Statement


of Changes in Net Assets Available for Benefits.




Risks and Uncertainties






The Plan utilizes various investment instruments, including common stock, mutual funds and investment contracts. Investment securities, in general, are exposed to various risks, such as interest rate


risk


, credit


risk


and overall market volatility. Due to the level of risk associated with certain investment securities, it is reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect the amounts reported in the financial statements.




Subsequent Events






The Plan Administrator has evaluated subsequent events through the date the financial statements were available to be issued and


determined


there were no subsequent events requiring adjustments to the financial statements or disclosures.

























Note 3 - Investments





During the year ended


December 31, 2018


, the Plan’s investments, including gains and losses on investments purchased, sold and held during the year, appreciated


(depreciated)


in value as follows:













































Net Realized and


Unrealized


Appreciation (Depreciation)


In Fair Value of


Investments



Mutual funds



$



(11,299,573)



Self-directed accounts



(120,032)



Kforce Inc. common stock



894,325



Net depreciation in fair value of investments



$



(10,525,280)





















8
























Note 4 - Investment Contract with Insurance Company





The Plan participates in the Prudential Guaranteed Income Fund ("GIF"), a fully benefit-responsive investment contract with Prudential Retirement Insurance and Annuity Company (“PRIAC”). PRIAC maintains the contributions in its general account, which is credited with earnings on the underlying investments and charged for participant withdrawals and administrative expenses. Participants may direct the withdrawal or transfer of all or a portion of their investment at contract value.




Since the GIF is fully benefit-responsive, contract value is the relevant measurement.


Contract value represents contributions plus earnings and participant transfers into the fund, less participant withdrawals,


administrative expenses and


participant transfers out of the fund


.




The contract has certain restrictions that impact the ability to collect the full contract value, for example, the Plan may not withdraw more than 10% of the value of the general account without incurring a penalty. The Plan Administrator believes that the possibility of the occurrence of events that would cause the Plan to transact at less than contract value is remote. In the case of termination of the investment contract, the contract value would be paid no later than 90 days from the date the Plan sponsor provides notice to discontinue. PRIAC may not terminate the contract at any amount less than contract value.

























Note 5 - Fair Value Measurements





Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. The fair value hierarchy uses a framework which requires categorizing assets and liabilities into one of three levels based on the inputs used in valuing the asset or liability.







Level 1 inputs are unadjusted, quoted market prices in active markets for identical assets or liabilities.







Level 2 inputs are observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets or liabilities in active markets or quoted prices for identical assets or liabilities in inactive markets.







Level 3 inputs include unobservable inputs that are supported by little, infrequent, or no market activity and reflect management’s own assumptions about inputs used in pricing the asset or liability.




Level 1 provides the most reliable measure of fair value, while Level 3 generally requires significant management judgment. Assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement.




The following table sets forth by level, within the fair value hierarchy, the Plan’s investments measured at fair value on a recurring basis at


December 31, 2018


and


2017


:












































































































































Fair Value Measurements at December 31, 2018









Description of Investment




Total




Level  1




Level 2




Level 3



Mutual funds




$



117,124,846




$



117,124,846




$








$







Kforce Inc. common stock




4,198,222




4,198,222













Self-directed accounts




1,337,930




1,337,930













Total Investments at fair value




$



122,660,998




$



122,660,998




$








$























































































































































Fair Value Measurements at December 31, 2017









Description of Investment




Total




Level  1




Level 2




Level 3



Mutual funds




$



125,326,870




$



125,326,870




$








$







Kforce Inc. common stock




3,872,650




3,872,650













Self-directed accounts




1,495,454




1,495,454













Total Investments at fair value




$



130,694,974




$



130,694,974




$








$

























9
























Note 6 - Federal Income Tax Status





The Internal Revenue Service has issued a favorable determination letter dated


November 6, 2017


, determining that the Plan and related trust were designed in accordance with applicable requirements of the Code and underlying regulations.


The Plan has been amended since receiving the favorable determination letter. Kforce and the Plan Administrator believe that the Plan is currently designed and operated in compliance with the applicable requirements of the Code and underlying regulations and that the Plan and related trust continue to be tax-exempt. As such, no provision for income taxes has been included in the Plan’s financial statements.




GAAP requires the Plan Administrator to evaluate tax positions taken by the Plan and recognize a tax liability if the Plan has taken an uncertain position that more likely than not would not be sustained upon examination by the IRS. The Plan Administrator has analyzed the tax positions taken by the Plan, and has concluded that as of


December 31, 2018


and


2017


there are no uncertain positions taken or expected to be taken that would require recognition of a liability or disclosure in the financial statements. The Plan is subject to routine audits by taxing authorities;


however, there are currently no audits for any tax periods in progress.

























Note 7 - Exempt Party-In-Interest Transactions





Certain Plan investments include an unallocated insurance contract managed by the Trustee and, therefore, these transactions qualify as exempt party-in-interest transactions. Fees paid by the Plan participants for the investment management services were included as a reduction of the return earned on each investment.




At


December 31, 2018


and


2017


, the Plan held


135,777


and


153,372


shares, respectively, of common stock of Kforce


, party-in-interest as the sponsoring employer


, with a fair value of $4,198,222 and $3,872,650, respectively


.


D


u


ring the year ended




December 31, 2018


,


the plan recorded




approximately


$83,000 in dividend income




related to the Kforce




common stock


.


Additionally, the notes receivable from participant employees of the Company are considered party-in-interest transactions.

























Note 8 - Non-Exempt Transactions





The company failed to remit employee 401(k) deferral contributions for certain payrolls within the timeframe prescribed by


the Department of Labor, resulting in a prohibited, or non-exempt, transaction in accordance with ERISA and the Internal Revenue Code. The company has corrected the prohibited transaction by depositing the lost earnings, filing the required Form 5330 with the Internal Revenue Service, and paying the appropriate excise tax.












10











KFORCE 401(k) RETIREMENT SAVINGS PLAN




FORM 5500, SCHEDULE H, PART IV, LINE 4i—SCHEDULE OF ASSETS (HELD AT END OF YEAR)




AS OF


DECEMBER 31, 2018












































































































































































Identity of Party Involved



Description of Investment




Current Value**



Kforce Inc. *



Common Stock




$



4,198,222



Vanguard Growth Index Admiral



Mutual Fund








18,361,291



American Funds Europacific Growth R6



Mutual Fund




17,074,832



Vanguard US Value Inv



Mutual Fund




16,344,850



Vanguard 500 Index Admiral



Mutual Fund




13,006,478



Vanguard Small Cap Growth Index Admiral



Mutual Fund




9,542,397



PGIM Total Return Bond R6



Mutual Fund




8,289,030



MassMutual Select Mid Cap Growth I



Mutual Fund




7,737,844



Vanguard Small Cap Value Index Admiral



Mutual Fund




6,837,238



American Funds American Balanced R6



Mutual Fund








5,311,330



Vanguard Mid-Cap Value Index Admiral



Mutual Fund




4,816,032



Vanguard Mid Cap Index Admiral



Mutual Fund




2,402,046



DFA Global Equity I



Mutual Fund




1,996,773



Vanguard Small Cap Index Adm



Mutual Fund








1,609,351



DFA Intermediate Government Fixed Income I



Mutual Fund




1,371,089



Federated High Yield Trust Institutional



Mutual Fund




1,075,190



PIMCO Real Return Instl



Mutual Fund




730,347



Templeton Global Bond Adv



Mutual Fund




618,728



Guaranteed Income Fund*



Unallocated Insurance Contract




15,636,272



Notes receivable from participants*



Interest rates 4.25% to 6.25%, maturing through 2033




1,392,050



Self-Directed Accounts



Mutual Funds/Common Stock




1,337,930






$



139,689,320



































*



Indicates a party-in-interest to the Plan.



**



Cost information not required for participant directed investments.



















11













KFORCE 401(k) RETIREMENT SAVINGS PLAN




FORM 5500, SCHEDULE H, PART IV, LINE 4a—SCHEDULE OF DELINQUENT


PARTICIPANT


CONTRIBUTIONS




AS OF


DECEMBER 31, 2018






























































































































































































































Total that Constitutes Nonexempt Prohibited Transactions









Payroll Date








Fund Date








Participant


Contributions Transferred


Late to Plan








Check Here


if Late Participant Loan Repayments Are Included








Contributions


Not Corrected








Contributions


Corrected


Outside VFCP








Contributions


Pending


Correction


in VFCP








Total Fully Corrected Under VFCP and PTE 2002-51



11/23/2018








11/29/2018








$



194,750






þ






$










$



194,750






$










$







11/30/2018








12/06/2018








$



415,574






þ






$










$



415,574






$










$





















12











SIGNATURE




Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.































































Kforce 401(k) Retirement Savings Plan






June 21, 2019






/s/ JEFFREY B. HACKMAN







Jeffrey B. Hackman







Senior Vice President, Finance and Accounting of the Plan Administrator, Kforce Inc.

















13











EXHIBIT




































Exhibit No.






Description








Consent of Warren Averett, LLC, Independent Registered Public Accounting Firm













14




The above information was disclosed in a filing to the SEC. To see the filing, click here.

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