Document_and_Entity_Informatio
Document and Entity Information | 9 Months Ended | |
Sep. 30, 2013 | Oct. 25, 2013 | |
Document and Entity Information [Abstract] | ' | ' |
Entity Registrant Name | 'PRGX GLOBAL, INC. | ' |
Entity Central Index Key | '0001007330 | ' |
Document Type | '10-Q | ' |
Document Period End Date | 30-Sep-13 | ' |
Amendment Flag | 'false | ' |
Document Fiscal Year Focus | '2013 | ' |
Document Fiscal Period Focus | 'Q3 | ' |
Current Fiscal Year End Date | '--12-31 | ' |
Entity Filer Category | 'Accelerated Filer | ' |
Entity Common Stock, Shares Outstanding | ' | 29,215,660 |
Condensed_Consolidated_Stateme
Condensed Consolidated Statements of Income (Loss) (Unaudited) (USD $) | 3 Months Ended | 9 Months Ended | 12003 Months Ended | |
In Thousands, except Per Share data, unless otherwise specified | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 3013 |
Income Statement [Abstract] | ' | ' | ' | ' |
Revenue | $52,087 | $148,709 | $155,394 | $53,403 |
Operating expenses: | ' | ' | ' | ' |
Cost of revenue | 32,461 | 92,804 | 99,991 | 30,876 |
Selling, general and administrative expenses | 13,242 | 38,285 | 38,575 | 13,944 |
Depreciation of property and equipment | 1,716 | 6,069 | 4,808 | 2,034 |
Amortization of intangible assets | 1,431 | 3,812 | 5,217 | 1,204 |
Total operating expenses | 48,850 | 140,970 | 148,591 | 48,058 |
Operating income | 3,237 | 7,739 | 6,803 | 5,345 |
Foreign currency transaction (gains) losses on short-term intercompany balances | -348 | -54 | -190 | -636 |
Interest expense (income), net | 515 | -89 | 1,548 | 75 |
Earnings before income taxes | 3,070 | 7,882 | 5,445 | 5,906 |
Income tax expense | 505 | 1,671 | 1,586 | 1,029 |
Net earnings | $2,565 | $6,211 | $3,859 | $4,877 |
Basic earnings (loss) per common share (Note B) (usd per share) | $0.10 | $0.21 | $0.15 | $0.17 |
Diluted earnings (loss) per common share (Note B) (usd per share) | $0.10 | $0.21 | $0.15 | $0.16 |
Weighted-average common shares outstanding (Note B): | ' | ' | ' | ' |
Basic (shares) | 25,541 | 29,075 | 25,370 | 29,396 |
Diluted (shares) | 26,250 | 29,517 | 25,942 | 29,815 |
Condensed_Consolidated_Stateme1
Condensed Consolidated Statements of Comprehensive Income (Loss) (Unaudited) (USD $) | 3 Months Ended | 9 Months Ended | 12003 Months Ended | |
In Thousands, unless otherwise specified | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 3013 |
Comprehensive Income (Loss), Net of Tax, Attributable to Parent [Abstract] | ' | ' | ' | ' |
Net earnings | $2,565 | $6,211 | $3,859 | $4,877 |
Foreign currency translation adjustments | 136 | -933 | 430 | 96 |
Comprehensive income | $2,701 | $5,278 | $4,289 | $4,973 |
Condensed_Consolidated_Balance
Condensed Consolidated Balance Sheets (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Current assets: | ' | ' |
Cash and cash equivalents (Note E) | $42,407 | $37,806 |
Restricted cash | 127 | 65 |
Contract receivables, less allowances of $1,957 in 2013 and $1,693 in 2012: | ' | ' |
Billed | 30,687 | 32,626 |
Unbilled | 12,261 | 12,501 |
Receivables Net | 42,948 | 45,127 |
Employee advances and miscellaneous receivables, less allowances of $220 in 2013 and $538 in 2012 | 1,182 | 1,352 |
Total receivables | 44,130 | 46,479 |
Prepaid expenses and other current assets | 3,785 | 3,853 |
Total current assets | 90,449 | 88,203 |
Property and equipment | 61,200 | 56,924 |
Less accumulated depreciation and amortization | -43,215 | -37,350 |
Property and equipment, net | 17,985 | 19,574 |
Goodwill | 13,665 | 13,669 |
Intangible assets, less accumulated amortization of $31,366 in 2013 and $27,720 in 2012 | 14,709 | 18,399 |
Noncurrent portion of unbilled receivables | 1,415 | 1,391 |
Other assets | 2,093 | 2,350 |
Total assets | 140,316 | 143,586 |
Current liabilities: | ' | ' |
Accounts payable and accrued expenses | 10,256 | 14,136 |
Accrued payroll and related expenses | 15,612 | 20,874 |
Refund liabilities | 6,612 | 6,979 |
Deferred revenue | 1,237 | 1,551 |
Current portion of debt (Note F) | 3,750 | 3,000 |
Business acquisition obligations | 2,994 | 4,218 |
Total current liabilities | 40,461 | 50,758 |
Long-term debt (Note F) | 0 | 3,000 |
Noncurrent business acquisition obligations | 0 | 2,479 |
Noncurrent refund liabilities | 960 | 1,159 |
Other long-term liabilities | 367 | 1,538 |
Total liabilities | 41,788 | 58,934 |
Commitments and contingencies (Note H) | ' | ' |
Shareholders’ equity (Note B): | ' | ' |
Common stock, no par value; $.01 stated value per share. Authorized 50,000,000 shares; 29,215,660 shares issued and outstanding as of September 30, 2013 and 27,893,132 shares issued and outstanding as of December 31, 2012 | 292 | 279 |
Additional paid-in capital | 602,630 | 594,045 |
Accumulated deficit | -506,989 | -513,200 |
Accumulated other comprehensive income | 2,595 | 3,528 |
Total shareholders’ equity | 98,528 | 84,652 |
Total liabilities and shareholders' equity | $140,316 | $143,586 |
Condensed_Consolidated_Balance1
Condensed Consolidated Balance Sheets (Parenthetical) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Thousands, except Share data, unless otherwise specified | ||
Statement of Financial Position [Abstract] | ' | ' |
Allowances for contract receivables | $1,957 | $1,693 |
Allowances for employee advances and miscellaneous receivables | 220 | 538 |
Accumulated amortization on intangible assets | $31,366 | $27,720 |
Common stock, par value (usd per share) | $0 | $0 |
Common stock, stated value per share (usd per share) | $0.01 | $0.01 |
Common stock, shares authorized (shares) | 50,000,000 | 50,000,000 |
Common stock, shares issued (shares) | 29,215,660 | 27,893,132 |
Common stock, shares outstanding (shares) | 29,215,660 | 27,893,132 |
Condensed_Consolidated_Stateme2
Condensed Consolidated Statements of Cash Flows (Unaudited) (USD $) | 9 Months Ended | |
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 |
Cash flows from operating activities: | ' | ' |
Net earnings | $6,211 | $3,859 |
Adjustments to reconcile net earnings to net cash provided by operating activities: | ' | ' |
Depreciation and amortization | 9,881 | 10,025 |
Amortization of deferred loan costs (Note F) | 137 | 137 |
Stock-based compensation expense | 3,777 | 4,479 |
Deferred income taxes | 115 | -253 |
Foreign currency transaction (gains) losses on short-term intercompany balances | -54 | -190 |
Changes in operating assets and liabilities: | ' | ' |
Restricted cash | -62 | -59 |
Billed receivables | 1,705 | -430 |
Unbilled receivables | 216 | -3,290 |
Prepaid expenses and other current assets | -139 | 922 |
Other assets | 24 | -213 |
Accounts payable and accrued expenses | -4,001 | -536 |
Accrued payroll and related expenses | -5,305 | -1,611 |
Refund liabilities | -566 | 457 |
Deferred revenue | -341 | -662 |
Noncurrent compensation obligations | 285 | 276 |
Other long-term liabilities | -1,588 | -546 |
Net cash provided by operating activities | 10,295 | 12,365 |
Cash flows from investing activities: | ' | ' |
Business acquisition | 0 | -1,437 |
Purchases of property and equipment, net of disposal proceeds | -4,544 | -5,689 |
Net cash used in investing activities | -4,544 | -7,126 |
Cash flows from financing activities: | ' | ' |
Repayments of long-term debt | -2,250 | -2,250 |
Restricted stock repurchased from employees for withholding taxes | -1,241 | -1,357 |
Proceeds from option exercises | 611 | 496 |
Payments of deferred acquisition consideration | -1,904 | -2,891 |
Net proceeds from issuance of common stock | 4,118 | 0 |
Net cash used in financing activities | -666 | -6,002 |
Effect of exchange rates on cash and cash equivalents | -484 | 289 |
Net increase (decrease) in cash and cash equivalents | 4,601 | -474 |
Cash and cash equivalents at beginning of period | 37,806 | 20,337 |
Cash and cash equivalents at end of period | 42,407 | 19,863 |
Supplemental disclosure of cash flow information: | ' | ' |
Cash paid during the period for interest | 488 | 264 |
Cash paid during the period for income taxes, net of refunds received | $2,315 | $1,661 |
Basis_of_Presentation
Basis of Presentation | 9 Months Ended |
Sep. 30, 2013 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' |
Basis of Presentation and Significant Accounting Policies [Text Block] | ' |
Basis of Presentation | |
The accompanying Condensed Consolidated Financial Statements (Unaudited) of PRGX Global, Inc. and its wholly owned subsidiaries have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and with the instructions for Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three-month and nine-month periods ended September 30, 2013 are not necessarily indicative of the results that may be expected for the year ending December 31, 2013. | |
Except as otherwise indicated or unless the context otherwise requires, “PRGX,” “we,” “us,” “our” and the “Company” refer to PRGX Global, Inc. and its subsidiaries. For further information, refer to the Consolidated Financial Statements and Footnotes thereto included in the Company’s Form 10-K for the year ended December 31, 2012. | |
Beginning with the third quarter of 2013, we present fair value adjustments to acquisition-related contingent consideration as an adjustment to our segment measure earnings before interest, taxes, depreciation and amortization ("Adjusted EBITDA") as presented in Note D - Operating Segments and Related Information. We now include these fair value adjustments in the Adjusted EBITDA calculation in the "Acquisition-related charges (benefits)" line, which we renamed from "Acquisition transaction costs and acquisition obligations classified as compensation." Accordingly, we have revised the presentation of our Adjusted EBITDA calculation for all relevant prior periods. | |
Unbilled Receivables | |
A significant portion of the unbilled receivables presented in the Condensed Consolidated Balance Sheets relate to our Healthcare Claims Recovery Audit services as we generally cannot invoice the prime contractors for whom we operate as a subcontractor under the Medicare RAC program until cash is collected by the prime contractors. These unbilled receivables, net of the related reserves, were $7.9 million and $9.6 million as of September 30, 2013 and December 31, 2012, respectively. As of November 1, 2013, we billed $0.3 million of the unbilled receivables relating to the Medicare RAC program that were outstanding as of September 30, 2013. | |
New Accounting Standards | |
A summary of the new accounting standards issued by the Financial Accounting Standards Board (“FASB”) and included in the Accounting Standards Codification (“ASC”) that apply to PRGX is set forth below: | |
FASB ASC Update No. 2013-02. In February 2013, the FASB issued Accounting Standards Update No. 2013-02, Comprehensive Income—Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income (“ASU 2013-02”). ASU 2013-02 requires an entity to provide information about significant amounts reclassified out of accumulated other comprehensive income on the respective line items in net income if the amounts being reclassified are required under U.S. generally accepted accounting principles (GAAP) to be reclassified in their entirety to net income. For other amounts that are not required under U.S. GAAP to be reclassified in their entirety to net income in the same reporting period, an entity is required to cross-reference other disclosures required under U.S. GAAP that provide additional detail about those amounts. The Company adopted these changes prospectively as of its fiscal year beginning January 1, 2013. The adoption of ASU No. 2013-02 did not have a material impact on our consolidated results of operations, financial position or cash flows. | |
FASB ASC Update No. 2013-11. In July 2013, the FASB issued Accounting Standards Update No. 2013-11, Income Taxes—Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists (“ASU 2013-11”). ASU 2013-11 requires an unrecognized tax benefit to be presented as a reduction to a deferred tax asset for a net operating loss carryforward, a similar tax loss or a tax credit carryforward that the entity intends to use and is available for settlement at the reporting date. ASU 2013-11 is effective on a prospective basis for fiscal years, and interim periods within those years, beginning after December 15, 2013. We do not expect the adoption of ASU No. 2013-11 to have a material impact on our consolidated results of operations, financial position or cash flows. | |
Basis of Presentation | ' |
The accompanying Condensed Consolidated Financial Statements (Unaudited) of PRGX Global, Inc. and its wholly owned subsidiaries have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and with the instructions for Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three-month and nine-month periods ended September 30, 2013 are not necessarily indicative of the results that may be expected for the year ending December 31, 2013. | |
Except as otherwise indicated or unless the context otherwise requires, “PRGX,” “we,” “us,” “our” and the “Company” refer to PRGX Global, Inc. and its subsidiaries. For further information, refer to the Consolidated Financial Statements and Footnotes thereto included in the Company’s Form 10-K for the year ended December 31, 2012. | |
Beginning with the third quarter of 2013, we present fair value adjustments to acquisition-related contingent consideration as an adjustment to our segment measure earnings before interest, taxes, depreciation and amortization ("Adjusted EBITDA") as presented in Note D - Operating Segments and Related Information. We now include these fair value adjustments in the Adjusted EBITDA calculation in the "Acquisition-related charges (benefits)" line, which we renamed from "Acquisition transaction costs and acquisition obligations classified as compensation." Accordingly, we have revised the presentation of our Adjusted EBITDA calculation for all relevant prior periods. |
Earnings_Per_Common_Share
Earnings Per Common Share | 9 Months Ended | ||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||
Earnings Per Share [Abstract] | ' | ||||||||||||||||
Earnings (Loss) Per Common Share | ' | ||||||||||||||||
Earnings Per Common Share | |||||||||||||||||
The following tables set forth the computations of basic and diluted earnings per common share for the three and nine months ended September 30, 2013 and 2012 (in thousands, except per share data): | |||||||||||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||
Basic earnings per common share: | 2013 | 2012 | 2013 | 2012 | |||||||||||||
Numerator: | |||||||||||||||||
Net earnings | $ | 4,877 | $ | 2,565 | $ | 6,211 | $ | 3,859 | |||||||||
Denominator: | |||||||||||||||||
Weighted-average common shares outstanding | 29,396 | 25,541 | 29,075 | 25,370 | |||||||||||||
Basic earnings per common share | $ | 0.17 | $ | 0.1 | $ | 0.21 | $ | 0.15 | |||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||
Diluted earnings per common share: | 2013 | 2012 | 2013 | 2012 | |||||||||||||
Numerator: | |||||||||||||||||
Net earnings | $ | 4,877 | $ | 2,565 | $ | 6,211 | $ | 3,859 | |||||||||
Denominator: | |||||||||||||||||
Weighted-average common shares outstanding | 29,396 | 25,541 | 29,075 | 25,370 | |||||||||||||
Incremental shares from stock-based compensation plans | 419 | 709 | 442 | 572 | |||||||||||||
Denominator for diluted earnings per common share | 29,815 | 26,250 | 29,517 | 25,942 | |||||||||||||
Diluted earnings per common share | $ | 0.16 | $ | 0.1 | $ | 0.21 | $ | 0.15 | |||||||||
Weighted-average shares outstanding excludes anti-dilutive shares underlying options that totaled 1.6 million shares from the computation of diluted earnings per common share for the three and nine months ended September 30, 2013. Weighted-average shares outstanding excludes anti-dilutive shares underlying options that totaled 0.6 million shares and anti-dilutive Performance Units related to the Company's 2006 Management Incentive Plan that totaled 0.2 million from the computation of diluted earnings per common share for the three and nine months ended September 30, 2012. The number of common shares we used in the basic and diluted earnings per common share computations include nonvested restricted shares of 0.7 million and 0.9 million for the three and nine months ended September 30, 2013 and 2012, respectively, and nonvested restricted share units that we consider to be participating securities of 0.2 million for both the three and nine months ended September 30, 2013 and 2012. | |||||||||||||||||
On December 11, 2012, we closed a public offering of 6,249,234 shares of our common stock, which consisted of 2,500,000 shares sold by us and 3,749,234 shares sold by certain selling shareholders, at a price to the public of $6.39 per share. The net proceeds to us from the public offering, after deducting underwriting discounts and commissions and offering expenses, were $14.7 million. We did not receive any proceeds from the sale of shares by the selling shareholders. In addition, the underwriters elected to exercise an overallotment option for an additional 687,385 shares, and completed the additional sale on January 8, 2013. The net proceeds to us from the overallotment, after deducting underwriting discounts and commission and offering expenses, were $4.1 million. | |||||||||||||||||
In August 2012, we entered into the Ninth Amendment to our Shareholder Protection Rights Agreement with American Stock Transfer and Trust Company, our Rights Agent, dated as of August 9, 2000, as amended (the “Shareholder Rights Plan”), which extended the expiration date of the Shareholder Rights Plan to August 9, 2013. The Board of Directors of the Company allowed the Shareholder Rights Plan to expire on August 9, 2013 in accordance with its terms. |
StockBased_Compensation
Stock-Based Compensation | 9 Months Ended | |||||||||||||
Sep. 30, 2013 | ||||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ' | |||||||||||||
Stock-Based Compensation | ' | |||||||||||||
Stock-Based Compensation | ||||||||||||||
The Company currently has three stock-based compensation plans under which awards have been granted: (1) the Stock Incentive Plan; (2) the 2006 Management Incentive Plan (“2006 MIP”); and (3) the 2008 Equity Incentive Plan (“2008 EIP”) (collectively, the “Plans”). We describe the Plans in the Company’s Annual Report on Form 10–K for the fiscal year ended December 31, 2012. | ||||||||||||||
2008 EIP Awards | ||||||||||||||
Stock options granted under the 2008 EIP generally have a term of seven years and vest in equal annual increments over the vesting period, which typically is three years for employees and one year for directors. The following table summarizes stock option grants during the nine months ended September 30, 2013 and 2012: | ||||||||||||||
Grantee | # of | Vesting Period | Weighted | Weighted | ||||||||||
Type | Options | Average | Average Grant | |||||||||||
Granted | Exercise Price | Date Fair Value | ||||||||||||
2013 | ||||||||||||||
Director group | 75,490 | 1 year or less | $ | 5.67 | $ | 2 | ||||||||
Director group | 17,092 | 3 years | $ | 6.83 | $ | 3.76 | ||||||||
Employee group | 449,875 | 3 years | $ | 5.58 | $ | 2.44 | ||||||||
Employee inducement (1) | 20,000 | 3 years | $ | 7.14 | $ | 3.81 | ||||||||
2012 | ||||||||||||||
Director group | 51,276 | 1 year or less | $ | 7.53 | $ | 3.97 | ||||||||
Employee group | 597,250 | 3 years | $ | 7.54 | $ | 4.12 | ||||||||
Employee inducement (2) | 45,000 | 3 years | $ | 8.54 | $ | 4.58 | ||||||||
-1 | The Company granted non-qualified performance-based stock options outside its existing stock-based compensation plans in the first quarter of 2013 to one employee in connection with the employee joining the Company. | |||||||||||||
-2 | The Company granted non-qualified stock options outside its existing stock-based compensation plans in the third quarter of 2012 to one employee in connection with the employee joining the Company. | |||||||||||||
Nonvested stock awards, including both restricted stock and restricted stock units, generally are nontransferable until vesting and the holders are entitled to receive dividends with respect to the nonvested shares. Prior to vesting, the grantees of restricted stock are entitled to vote the shares, but the grantees of restricted stock units are not entitled to vote the shares. Generally, nonvested stock awards vest in equal annual increments over the vesting period, which typically is three years for employees and one year for directors. The following table summarizes nonvested stock awards granted during the nine months ended September 30, 2013 and 2012: | ||||||||||||||
Grantee | # of Shares | Vesting Period | Weighted | |||||||||||
Type | Granted | Average Grant | ||||||||||||
Date Fair Value | ||||||||||||||
2013 | ||||||||||||||
Director group | 75,490 | 1 year or less | $ | 5.67 | ||||||||||
Director group | 17,092 | 3 years | $ | 6.83 | ||||||||||
Employee group | 449,875 | 3 years | $ | 5.58 | ||||||||||
Employee inducement (1) | 20,000 | 3 years | $ | 7.14 | ||||||||||
2012 | ||||||||||||||
Director group | 51,276 | 1 year or less | $ | 7.53 | ||||||||||
Employee group | 426,286 | 3 years | $ | 7.55 | ||||||||||
Employee inducement (2) | 45,000 | 3 years | $ | 8.54 | ||||||||||
-1 | The Company granted nonvested performance-based stock awards (restricted stock) outside its existing stock-based compensation plans in the first quarter of 2013 to one employee in connection with the employee joining the Company. | |||||||||||||
-2 | The Company granted nonvested stock awards (restricted stock units) outside its existing stock-based compensation plans in the third quarter of 2012 to one employee in connection with the employee joining the Company. | |||||||||||||
2006 MIP Performance Units | ||||||||||||||
On June 19, 2012, seven senior officers of the Company were granted 154,264 Performance Units under the 2006 MIP, comprising all remaining available awards under the 2006 MIP. The awards had an aggregate grant date fair value of $1.2 million and vest ratably over three years. Upon vesting, the Performance Units will be settled by the issuance of Company common stock equal to 60% of the number of Performance Units being settled and the payment of cash in an amount equal to 40% of the fair market value of that number of shares of common stock equal to the number of Performance Units being settled. During the second quarter of 2013, an aggregate of 52,334 Performance Units were settled by five current executive officers and one former executive officer, and 16,524 Performance Units were forfeited by one former executive officer. Such settlements resulted in the issuance of 31,399 shares of common stock and cash payments totaling $0.1 million. As of September 30, 2013, a total of 85,406 Performance Units were outstanding, none of which were vested. | ||||||||||||||
Selling, general and administrative expenses for the three months ended September 30, 2013 and 2012 include $1.3 million and $1.8 million, respectively, related to stock-based compensation charges. Selling, general and administrative expenses for the nine months ended September 30, 2013 and 2012 include $3.8 million and $4.5 million, respectively, related to stock-based compensation charges. At September 30, 2013, there was $8.1 million of unrecognized stock-based compensation expense related to stock options, restricted stock awards, restricted stock unit awards, and Performance Unit awards which we expect to recognize over a weighted-average period of 2.0 years. |
Operating_Segments_and_Related
Operating Segments and Related Information | 9 Months Ended | ||||||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||||||
Segment Reporting [Abstract] | ' | ||||||||||||||||||||
Operating Segments and Related Information | ' | ||||||||||||||||||||
Operating Segments and Related Information | |||||||||||||||||||||
We conduct our operations through three reportable segments: | |||||||||||||||||||||
Recovery Audit Services – Americas represents recovery audit services (other than Healthcare Claims Recovery Audit services) provided in the United States of America (“U.S.”), Canada and Latin America. | |||||||||||||||||||||
Recovery Audit Services – Europe/Asia-Pacific represents recovery audit services (other than Healthcare Claims Recovery Audit services) provided in Europe, Asia and the Pacific region. | |||||||||||||||||||||
New Services represents Profit Optimization services and Healthcare Claims Recovery Audit services. | |||||||||||||||||||||
Additionally, Corporate Support includes the unallocated portion of corporate selling, general and administrative expenses not specifically attributable to the three reportable segments. | |||||||||||||||||||||
We evaluate the performance of our reportable segments based upon revenue and measures of profit or loss we refer to as EBITDA and Adjusted EBITDA. We define Adjusted EBITDA as earnings from continuing operations before interest and taxes (“EBIT”), adjusted for depreciation and amortization (“EBITDA”), and then further adjusted for unusual and other significant items that management views as distorting the operating results of the various segments from period to period. Such adjustments include restructuring charges, stock-based compensation, bargain purchase gains, acquisition-related charges and benefits (acquisition transaction costs, acquisition obligations classified as compensation, and fair value adjustments to acquisition-related contingent consideration), intangible asset impairment charges, certain litigation costs and litigation settlements, certain severance charges and foreign currency transaction gains and losses on short-term intercompany balances viewed by management as individually or collectively significant. We do not have any inter-segment revenue. Segment information for the three and nine months ended September 30, 2013 and 2012 (in thousands) is as follows: | |||||||||||||||||||||
Recovery | Recovery Audit | New | Corporate | Total | |||||||||||||||||
Audit | Services – | Services | Support | ||||||||||||||||||
Services – | Europe/Asia- | ||||||||||||||||||||
Americas | Pacific | ||||||||||||||||||||
Three Months Ended September 30, 2013 | |||||||||||||||||||||
Revenue | $ | 32,365 | $ | 12,009 | $ | 9,029 | $ | — | $ | 53,403 | |||||||||||
Net earnings | $ | 4,877 | |||||||||||||||||||
Income tax expense | 1,029 | ||||||||||||||||||||
Interest expense, net | 75 | ||||||||||||||||||||
EBIT | $ | 9,418 | $ | 1,987 | $ | 270 | $ | (5,694 | ) | 5,981 | |||||||||||
Depreciation of property and equipment | 1,414 | 124 | 496 | — | 2,034 | ||||||||||||||||
Amortization of intangible assets | 698 | 323 | 183 | — | 1,204 | ||||||||||||||||
EBITDA | 11,530 | 2,434 | 949 | (5,694 | ) | 9,219 | |||||||||||||||
Foreign currency transaction (gains) losses on short-term intercompany balances | (80 | ) | (574 | ) | — | 18 | (636 | ) | |||||||||||||
Acquisition-related charges | 662 | — | 44 | — | 706 | ||||||||||||||||
Transformation severance and related expenses | 20 | 56 | 85 | — | 161 | ||||||||||||||||
Stock-based compensation | — | — | — | 1,304 | 1,304 | ||||||||||||||||
Adjusted EBITDA | $ | 12,132 | $ | 1,916 | $ | 1,078 | $ | (4,372 | ) | $ | 10,754 | ||||||||||
Recovery | Recovery Audit | New | Corporate | Total | |||||||||||||||||
Audit | Services – | Services | Support | ||||||||||||||||||
Services – | Europe/Asia- | ||||||||||||||||||||
Americas | Pacific | ||||||||||||||||||||
Three Months Ended September 30, 2012 | |||||||||||||||||||||
Revenue | $ | 33,235 | $ | 11,406 | $ | 7,446 | $ | — | $ | 52,087 | |||||||||||
Net earnings | $ | 2,565 | |||||||||||||||||||
Income tax expense | 505 | ||||||||||||||||||||
Interest expense, net | 515 | ||||||||||||||||||||
EBIT | $ | 9,964 | $ | 304 | $ | (651 | ) | $ | (6,032 | ) | 3,585 | ||||||||||
Depreciation of property and equipment | 1,111 | 90 | 515 | — | 1,716 | ||||||||||||||||
Amortization of intangible assets | 767 | 462 | 202 | — | 1,431 | ||||||||||||||||
EBITDA | 11,842 | 856 | 66 | (6,032 | ) | 6,732 | |||||||||||||||
Foreign currency transaction (gains) losses on short-term intercompany balances | (85 | ) | (266 | ) | 3 | — | (348 | ) | |||||||||||||
Acquisition-related charges (benefits) | — | (14 | ) | 93 | — | 79 | |||||||||||||||
Transformation severance and related expenses | 245 | 273 | — | — | 518 | ||||||||||||||||
Stock-based compensation | — | — | — | 1,839 | 1,839 | ||||||||||||||||
Adjusted EBITDA | $ | 12,002 | $ | 849 | $ | 162 | $ | (4,193 | ) | $ | 8,820 | ||||||||||
Recovery | Recovery Audit | New | Corporate | Total | |||||||||||||||||
Audit | Services – | Services | Support | ||||||||||||||||||
Services – | Europe/Asia- | ||||||||||||||||||||
Americas | Pacific | ||||||||||||||||||||
Nine Months Ended September 30, 2013 | |||||||||||||||||||||
Revenue | $ | 87,999 | $ | 33,796 | $ | 26,914 | $ | — | $ | 148,709 | |||||||||||
Net earnings | $ | 6,211 | |||||||||||||||||||
Income tax expense | 1,671 | ||||||||||||||||||||
Interest income, net | (89 | ) | |||||||||||||||||||
EBIT | $ | 21,643 | $ | 2,354 | $ | (522 | ) | $ | (15,682 | ) | 7,793 | ||||||||||
Depreciation of property and equipment | 4,138 | 362 | 1,569 | — | 6,069 | ||||||||||||||||
Amortization of intangible assets | 2,094 | 1,171 | 547 | — | 3,812 | ||||||||||||||||
EBITDA | 27,875 | 3,887 | 1,594 | (15,682 | ) | 17,674 | |||||||||||||||
Foreign currency transaction (gains) losses on short-term intercompany balances | 143 | (199 | ) | — | 2 | (54 | ) | ||||||||||||||
Acquisition-related charges (benefits) | 987 | (900 | ) | 144 | — | 231 | |||||||||||||||
Transformation severance and related expenses | 100 | 593 | 85 | — | 778 | ||||||||||||||||
Stock-based compensation | — | — | — | 3,777 | 3,777 | ||||||||||||||||
Adjusted EBITDA | $ | 29,105 | $ | 3,381 | $ | 1,823 | $ | (11,903 | ) | $ | 22,406 | ||||||||||
Recovery | Recovery Audit | New | Corporate | Total | |||||||||||||||||
Audit | Services – | Services | Support | ||||||||||||||||||
Services – | Europe/Asia- | ||||||||||||||||||||
Americas | Pacific | ||||||||||||||||||||
Nine Months Ended September 30, 2012 | |||||||||||||||||||||
Revenue | $ | 91,640 | $ | 39,122 | $ | 24,632 | $ | — | $ | 155,394 | |||||||||||
Net earnings | $ | 3,859 | |||||||||||||||||||
Income tax expense | 1,586 | ||||||||||||||||||||
Interest expense, net | 1,548 | ||||||||||||||||||||
EBIT | $ | 21,994 | $ | 3,515 | $ | (2,270 | ) | $ | (16,246 | ) | 6,993 | ||||||||||
Depreciation of property and equipment | 3,016 | 217 | 1,575 | — | 4,808 | ||||||||||||||||
Amortization of intangible assets | 3,120 | 1,491 | 606 | — | 5,217 | ||||||||||||||||
EBITDA | 28,130 | 5,223 | (89 | ) | (16,246 | ) | 17,018 | ||||||||||||||
Foreign currency transaction (gains) losses on short-term intercompany balances | (77 | ) | (117 | ) | 4 | — | (190 | ) | |||||||||||||
Acquisition-related charges (benefits) | — | (485 | ) | 288 | — | (197 | ) | ||||||||||||||
Transformation severance and related expenses | 358 | 351 | 327 | — | 1,036 | ||||||||||||||||
Wage claim costs | 577 | — | — | — | 577 | ||||||||||||||||
Stock-based compensation | — | — | — | 4,479 | 4,479 | ||||||||||||||||
Adjusted EBITDA | $ | 28,988 | $ | 4,972 | $ | 530 | $ | (11,767 | ) | $ | 22,723 | ||||||||||
Cash_and_Cash_Equivalents
Cash and Cash Equivalents | 9 Months Ended |
Sep. 30, 2013 | |
Cash and Cash Equivalents [Abstract] | ' |
Cash and Cash Equivalents | ' |
Cash and Cash Equivalents | |
Cash and cash equivalents include all cash balances and highly liquid investments with an initial maturity of three months or less from date of purchase. We place our temporary cash investments with high credit quality financial institutions. At times, certain investments may be in excess of the Federal Deposit Insurance Corporation (“FDIC”) insurance limit or otherwise may not be covered by FDIC insurance. Some of our cash and cash equivalents are held at banks in jurisdictions outside the U.S. that have restrictions on transferring such assets outside of these countries on a temporary or permanent basis. Such restricted net assets are not significant in comparison to our consolidated net assets. | |
Our cash and cash equivalents included short-term investments of approximately $25.2 million as of September 30, 2013 and $25.1 million as of December 31, 2012, of which approximately $4.1 million and $1.6 million, respectively, were held at banks outside of the United States, primarily in Brazil and Canada. |
Debt
Debt | 9 Months Ended | ||||||||
Sep. 30, 2013 | |||||||||
Debt Disclosure [Abstract] | ' | ||||||||
Debt | ' | ||||||||
Debt | |||||||||
Debt consisted of the following (in thousands): | |||||||||
September 30, 2013 | December 31, 2012 | ||||||||
SunTrust term loan due quarterly through January 2014 | $ | 3,750 | $ | 6,000 | |||||
Less current portion | 3,750 | 3,000 | |||||||
Noncurrent portion | $ | — | $ | 3,000 | |||||
On January 19, 2010, we entered into a four-year revolving credit and term loan agreement with SunTrust Bank (“SunTrust”). The SunTrust credit facility consists of a $15.0 million committed revolving credit facility and a $15.0 million term loan. The SunTrust credit facility is guaranteed by the Company and all of its material domestic subsidiaries and secured by substantially all of the assets of the Company. Availability under the SunTrust revolver is based on eligible accounts receivable and other factors. As of September 30, 2013, we had no outstanding borrowings under the SunTrust revolver. | |||||||||
The SunTrust term loan requires quarterly principal payments of $0.8 million beginning in March 2010, and a final principal payment of $3.0 million due in January 2014. The loan agreement requires mandatory prepayments with the net cash proceeds from certain asset sales, equity offerings and insurance proceeds received by the Company. In connection with our equity offering in December 2012 (see Note B, Earnings Per Common Share), we obtained a waiver of the requirement to prepay the loan from SunTrust that enabled us to retain the net proceeds from the offering. The loan agreement also requires an annual additional prepayment contingently payable in April of each year based on excess cash flow (“ECF”) in the prior year if our leverage ratio as defined in the agreement exceeds a certain threshold. Our leverage ratio has remained below the threshold and ECF payments have not been required in any year. | |||||||||
Interest on both the revolver and term loan is payable monthly and accrues at an index rate using the one-month LIBOR rate, plus an applicable margin as determined by the loan agreement. The applicable interest rate margin varies from 2.25% per annum to 3.5% per annum, dependent on our consolidated leverage ratio, and is determined in accordance with a pricing grid under the SunTrust loan agreement. The applicable margin was 2.25% and the interest rate was approximately 2.43% at September 30, 2013. We also must pay a commitment fee of 0.5% per annum, payable quarterly, on the unused portion of the $15.0 million SunTrust revolving credit facility. We made mandatory principal payments on the SunTrust term loan totaling $2.3 million during the nine months ended September 30, 2013. The Company was in compliance with the covenants in its SunTrust credit facility as of September 30, 2013. |
Fair_Value_of_Financial_Instru
Fair Value of Financial Instruments | 9 Months Ended |
Sep. 30, 2013 | |
Fair Value Disclosures [Abstract] | ' |
Fair Value of Financial Instruments | ' |
Fair Value of Financial Instruments | |
We state cash equivalents at cost, which approximates fair market value. The carrying values for receivables from clients, unbilled services, accounts payable, deferred revenue and other accrued liabilities reasonably approximate fair market value due to the nature of the financial instrument and the short term maturity of these items. | |
We recorded bank debt of $3.8 million as of September 30, 2013 and $6.0 million as of December 31, 2012 at the unpaid balances as of those dates based on the effective borrowing rates and repayment terms when originated. This debt is subject to variable rate terms, and we believe that its fair value is approximately equal to its carrying value. We consider the factors used in determining the fair value of this debt to be Level 3 inputs (significant unobservable inputs). | |
We recorded business acquisition obligations of $3.0 million as of September 30, 2013 and $6.7 million as of December 31, 2012 representing the fair value of deferred consideration and earn-out payments estimated to be due as of those dates. We determine the estimated fair values based on our projections of future revenue and profits or other factors used in the calculation of the ultimate payment to be made. The discount rate that we use to value the liability is based on specific business risk, cost of capital, and other factors. We consider these factors to be Level 3 inputs (significant unobservable inputs). |
Commitments_and_Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2013 | |
Commitments and Contingencies Disclosure [Abstract] | ' |
Commitments and Contingencies | ' |
Commitments and Contingencies | |
Legal Proceedings | |
We are party to a variety of legal proceedings arising in the normal course of business. While the results of these proceedings cannot be predicted with certainty, management believes that the final outcome of these proceedings will not have a material adverse effect on our financial position, results of operations or cash flows. |
Business_Acquisitions
Business Acquisitions | 9 Months Ended | |||||||
Sep. 30, 2013 | ||||||||
Business Combinations [Abstract] | ' | |||||||
Business Acquisitions | ' | |||||||
Business Acquisitions | ||||||||
During 2012, we acquired the assets of several third-party audit firms to which we had subcontracted a portion of our audit services in our Recovery Audit Services – Europe/Asia-Pacific segment. We refer to the subcontractors as associates, and to the acquisitions as associate migrations. In an associate migration, we generally transfer all of the employees of the associate entity to PRGX, and continue to service the related clients with the same personnel as were providing services prior to the associate migration. We intend for the associate migrations to provide more standardization and centralization of our audit procedures, thereby increasing client service while also decreasing costs. Generally, revenue remains unchanged as a result of an associate migration, and expenses change from a fixed percentage of revenue to a variable amount based on actual employee and related costs. The 2012 associate migrations included CRC Management Consultants LLP (“CRC”) in January 2012 for a purchase price valued at $1.0 million; QFS Ltd (“QFS”) in June 2012 for a purchase price valued at $0.4 million; and Nordic Profit Provider AB (“NPP”) in November 2012 for a purchase price valued at $0.1 million. | ||||||||
The allocation of the aggregate fair values of the assets acquired and purchase price for these associate migrations is summarized as follows (in thousands): | ||||||||
Fair values of net assets acquired: | ||||||||
Equipment | $ | 10 | ||||||
Intangible assets, primarily non-compete agreements | 171 | |||||||
Working capital, including work in progress | 666 | |||||||
Goodwill | 695 | |||||||
Fair value of net assets acquired | $ | 1,542 | ||||||
Fair value of purchase price | $ | 1,542 | ||||||
The following unaudited pro forma condensed financial information presents the combined results of operations of the Company, CRC, QFS, and NPP as if the acquisitions had occurred as of January 1, 2012. The unaudited pro forma financial information is not indicative of, nor does it purport to project, the future financial position or operating results of the Company. Pro forma adjustments included in these amounts consist primarily of amortization expense associated with the intangible assets recorded in the allocation of the purchase price. The unaudited pro forma financial information excludes acquisition and integration costs and does not give effect to any estimated and potential cost savings or other operating efficiencies that could result from the acquisition. Unaudited pro forma condensed financial information is as follows (in thousands): | ||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||
2012 | 2012 | |||||||
Revenue | $ | 52,087 | $ | 155,394 | ||||
Net earnings | $ | 2,569 | $ | 4,323 | ||||
Income_Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2013 | |
Income Tax Disclosure [Abstract] | ' |
Income Taxes | ' |
Income Taxes | |
We are subject to income taxes in the U.S. and numerous foreign jurisdictions, and our effective tax rate is generally lower than the expected tax rate due to reductions of our deferred tax asset valuation allowance. In the nine months ended September 30, 2013, we also reversed $0.5 million of accruals made in prior years for uncertain tax positions. Significant judgment is required in evaluating our uncertain tax positions and determining our provision for income taxes. In addition, we are subject to the continuous examination of our income tax returns by the Internal Revenue Service in the U.S. and other tax authorities. We regularly assess the likelihood of adverse outcomes resulting from these examinations to determine the adequacy of our provision for income taxes. | |
On March 17, 2006, the Company experienced an ownership change as defined under Section 382 of the Internal Revenue Code (“IRC”). This ownership change resulted in an annual IRC Section 382 limitation that limits the use of certain tax attribute carry-forwards and also resulted in the write-off of certain deferred tax assets and the related valuation allowances that the Company recorded in 2006. On August 4, 2008, the Company experienced an additional ownership change as defined under Section 382 of the IRC. This ownership change resulted in an additional annual IRC Section 382 limitation that also limits the use of certain tax attribute carry-forwards. The 2008 limitation did not decrease the amount of U.S. federal loss carry-forwards available to the Company, and the Company projects that this limitation will not cause the related tax attributes to expire unused. Therefore, the 2008 ownership change did not impact the Company’s financial position, results of operations or cash flows. |
Basis_of_Presentation_Organiza
Basis of Presentation Organization, Consolidation and Presentation of Financial Statements (Policies) | 9 Months Ended |
Sep. 30, 2013 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' |
Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block] | ' |
The accompanying Condensed Consolidated Financial Statements (Unaudited) of PRGX Global, Inc. and its wholly owned subsidiaries have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and with the instructions for Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three-month and nine-month periods ended September 30, 2013 are not necessarily indicative of the results that may be expected for the year ending December 31, 2013. | |
Except as otherwise indicated or unless the context otherwise requires, “PRGX,” “we,” “us,” “our” and the “Company” refer to PRGX Global, Inc. and its subsidiaries. For further information, refer to the Consolidated Financial Statements and Footnotes thereto included in the Company’s Form 10-K for the year ended December 31, 2012. | |
Beginning with the third quarter of 2013, we present fair value adjustments to acquisition-related contingent consideration as an adjustment to our segment measure earnings before interest, taxes, depreciation and amortization ("Adjusted EBITDA") as presented in Note D - Operating Segments and Related Information. We now include these fair value adjustments in the Adjusted EBITDA calculation in the "Acquisition-related charges (benefits)" line, which we renamed from "Acquisition transaction costs and acquisition obligations classified as compensation." Accordingly, we have revised the presentation of our Adjusted EBITDA calculation for all relevant prior periods. |
Basis_of_Presentation_Unbilled
Basis of Presentation Unbilled Receivables (Policies) | 9 Months Ended |
Sep. 30, 2013 | |
Accounting Policies [Abstract] | ' |
Trade and Other Accounts Receivable, Unbilled Receivables, Policy [Policy Text Block] | ' |
Unbilled Receivables | |
A significant portion of the unbilled receivables presented in the Condensed Consolidated Balance Sheets relate to our Healthcare Claims Recovery Audit services as we generally cannot invoice the prime contractors for whom we operate as a subcontractor under the Medicare RAC program until cash is collected by the prime contractors. These unbilled receivables, net of the related reserves, were $7.9 million and $9.6 million as of September 30, 2013 and December 31, 2012, respectively. As of November 1, 2013, we billed $0.3 million of the unbilled receivables relating to the Medicare RAC program that were outstanding as of September 30, 2013. |
Basis_of_Presentation_New_Acco
Basis of Presentation New Accounting Standards (Policies) | 9 Months Ended |
Sep. 30, 2013 | |
Accounting Policies [Abstract] | ' |
New Accounting Pronouncements, Policy [Policy Text Block] | ' |
New Accounting Standards | |
A summary of the new accounting standards issued by the Financial Accounting Standards Board (“FASB”) and included in the Accounting Standards Codification (“ASC”) that apply to PRGX is set forth below: | |
FASB ASC Update No. 2013-02. In February 2013, the FASB issued Accounting Standards Update No. 2013-02, Comprehensive Income—Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income (“ASU 2013-02”). ASU 2013-02 requires an entity to provide information about significant amounts reclassified out of accumulated other comprehensive income on the respective line items in net income if the amounts being reclassified are required under U.S. generally accepted accounting principles (GAAP) to be reclassified in their entirety to net income. For other amounts that are not required under U.S. GAAP to be reclassified in their entirety to net income in the same reporting period, an entity is required to cross-reference other disclosures required under U.S. GAAP that provide additional detail about those amounts. The Company adopted these changes prospectively as of its fiscal year beginning January 1, 2013. The adoption of ASU No. 2013-02 did not have a material impact on our consolidated results of operations, financial position or cash flows. | |
FASB ASC Update No. 2013-11. In July 2013, the FASB issued Accounting Standards Update No. 2013-11, Income Taxes—Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists (“ASU 2013-11”). ASU 2013-11 requires an unrecognized tax benefit to be presented as a reduction to a deferred tax asset for a net operating loss carryforward, a similar tax loss or a tax credit carryforward that the entity intends to use and is available for settlement at the reporting date. ASU 2013-11 is effective on a prospective basis for fiscal years, and interim periods within those years, beginning after December 15, 2013. We do not expect the adoption of ASU No. 2013-11 to have a material impact on our consolidated results of operations, financial position or cash flows. | |
Comprehensive Income, Policy [Policy Text Block] | ' |
FASB ASC Update No. 2013-02. In February 2013, the FASB issued Accounting Standards Update No. 2013-02, Comprehensive Income—Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income (“ASU 2013-02”). ASU 2013-02 requires an entity to provide information about significant amounts reclassified out of accumulated other comprehensive income on the respective line items in net income if the amounts being reclassified are required under U.S. generally accepted accounting principles (GAAP) to be reclassified in their entirety to net income. For other amounts that are not required under U.S. GAAP to be reclassified in their entirety to net income in the same reporting period, an entity is required to cross-reference other disclosures required under U.S. GAAP that provide additional detail about those amounts. The Company adopted these changes prospectively as of its fiscal year beginning January 1, 2013. The adoption of ASU No. 2013-02 did not have a material impact on our consolidated results of operations, financial position or cash flows. | |
Description of New Accounting Pronouncements Not yet Adopted [Text Block] | ' |
FASB ASC Update No. 2013-11. In July 2013, the FASB issued Accounting Standards Update No. 2013-11, Income Taxes—Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists (“ASU 2013-11”). ASU 2013-11 requires an unrecognized tax benefit to be presented as a reduction to a deferred tax asset for a net operating loss carryforward, a similar tax loss or a tax credit carryforward that the entity intends to use and is available for settlement at the reporting date. ASU 2013-11 is effective on a prospective basis for fiscal years, and interim periods within those years, beginning after December 15, 2013. We do not expect the adoption of ASU No. 2013-11 to have a material impact on our consolidated results of operations, financial position or cash flows. |
Earnings_Per_Common_Share_Tabl
Earnings Per Common Share (Tables) | 9 Months Ended | ||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||
Earnings Per Share [Abstract] | ' | ||||||||||||||||
Computations of basic and diluted earnings (loss) per common share | ' | ||||||||||||||||
The following tables set forth the computations of basic and diluted earnings per common share for the three and nine months ended September 30, 2013 and 2012 (in thousands, except per share data): | |||||||||||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||
Basic earnings per common share: | 2013 | 2012 | 2013 | 2012 | |||||||||||||
Numerator: | |||||||||||||||||
Net earnings | $ | 4,877 | $ | 2,565 | $ | 6,211 | $ | 3,859 | |||||||||
Denominator: | |||||||||||||||||
Weighted-average common shares outstanding | 29,396 | 25,541 | 29,075 | 25,370 | |||||||||||||
Basic earnings per common share | $ | 0.17 | $ | 0.1 | $ | 0.21 | $ | 0.15 | |||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||
Diluted earnings per common share: | 2013 | 2012 | 2013 | 2012 | |||||||||||||
Numerator: | |||||||||||||||||
Net earnings | $ | 4,877 | $ | 2,565 | $ | 6,211 | $ | 3,859 | |||||||||
Denominator: | |||||||||||||||||
Weighted-average common shares outstanding | 29,396 | 25,541 | 29,075 | 25,370 | |||||||||||||
Incremental shares from stock-based compensation plans | 419 | 709 | 442 | 572 | |||||||||||||
Denominator for diluted earnings per common share | 29,815 | 26,250 | 29,517 | 25,942 | |||||||||||||
Diluted earnings per common share | $ | 0.16 | $ | 0.1 | $ | 0.21 | $ | 0.15 | |||||||||
StockBased_Compensation_Tables
Stock-Based Compensation (Tables) | 9 Months Ended | |||||||||||||
Sep. 30, 2013 | ||||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ' | |||||||||||||
Summary of stock option grants | ' | |||||||||||||
The following table summarizes stock option grants during the nine months ended September 30, 2013 and 2012: | ||||||||||||||
Grantee | # of | Vesting Period | Weighted | Weighted | ||||||||||
Type | Options | Average | Average Grant | |||||||||||
Granted | Exercise Price | Date Fair Value | ||||||||||||
2013 | ||||||||||||||
Director group | 75,490 | 1 year or less | $ | 5.67 | $ | 2 | ||||||||
Director group | 17,092 | 3 years | $ | 6.83 | $ | 3.76 | ||||||||
Employee group | 449,875 | 3 years | $ | 5.58 | $ | 2.44 | ||||||||
Employee inducement (1) | 20,000 | 3 years | $ | 7.14 | $ | 3.81 | ||||||||
2012 | ||||||||||||||
Director group | 51,276 | 1 year or less | $ | 7.53 | $ | 3.97 | ||||||||
Employee group | 597,250 | 3 years | $ | 7.54 | $ | 4.12 | ||||||||
Employee inducement (2) | 45,000 | 3 years | $ | 8.54 | $ | 4.58 | ||||||||
-1 | The Company granted non-qualified performance-based stock options outside its existing stock-based compensation plans in the first quarter of 2013 to one employee in connection with the employee joining the Company. | |||||||||||||
-2 | The Company granted non-qualified stock options outside its existing stock-based compensation plans in the third quarter of 2012 to one employee in connection with the employee joining the Company. | |||||||||||||
Summary of nonvested stock awards granted | ' | |||||||||||||
The following table summarizes nonvested stock awards granted during the nine months ended September 30, 2013 and 2012: | ||||||||||||||
Grantee | # of Shares | Vesting Period | Weighted | |||||||||||
Type | Granted | Average Grant | ||||||||||||
Date Fair Value | ||||||||||||||
2013 | ||||||||||||||
Director group | 75,490 | 1 year or less | $ | 5.67 | ||||||||||
Director group | 17,092 | 3 years | $ | 6.83 | ||||||||||
Employee group | 449,875 | 3 years | $ | 5.58 | ||||||||||
Employee inducement (1) | 20,000 | 3 years | $ | 7.14 | ||||||||||
2012 | ||||||||||||||
Director group | 51,276 | 1 year or less | $ | 7.53 | ||||||||||
Employee group | 426,286 | 3 years | $ | 7.55 | ||||||||||
Employee inducement (2) | 45,000 | 3 years | $ | 8.54 | ||||||||||
-1 | The Company granted nonvested performance-based stock awards (restricted stock) outside its existing stock-based compensation plans in the first quarter of 2013 to one employee in connection with the employee joining the Company. | |||||||||||||
-2 | The Company granted nonvested stock awards (restricted stock units) outside its existing stock-based compensation plans in the third quarter of 2012 to one employee in connection with the employee joining the Company. |
Operating_Segments_and_Related1
Operating Segments and Related Information (Tables) | 9 Months Ended | ||||||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||||||
Segment Reporting [Abstract] | ' | ||||||||||||||||||||
Segment information | ' | ||||||||||||||||||||
Segment information for the three and nine months ended September 30, 2013 and 2012 (in thousands) is as follows: | |||||||||||||||||||||
Recovery | Recovery Audit | New | Corporate | Total | |||||||||||||||||
Audit | Services – | Services | Support | ||||||||||||||||||
Services – | Europe/Asia- | ||||||||||||||||||||
Americas | Pacific | ||||||||||||||||||||
Three Months Ended September 30, 2013 | |||||||||||||||||||||
Revenue | $ | 32,365 | $ | 12,009 | $ | 9,029 | $ | — | $ | 53,403 | |||||||||||
Net earnings | $ | 4,877 | |||||||||||||||||||
Income tax expense | 1,029 | ||||||||||||||||||||
Interest expense, net | 75 | ||||||||||||||||||||
EBIT | $ | 9,418 | $ | 1,987 | $ | 270 | $ | (5,694 | ) | 5,981 | |||||||||||
Depreciation of property and equipment | 1,414 | 124 | 496 | — | 2,034 | ||||||||||||||||
Amortization of intangible assets | 698 | 323 | 183 | — | 1,204 | ||||||||||||||||
EBITDA | 11,530 | 2,434 | 949 | (5,694 | ) | 9,219 | |||||||||||||||
Foreign currency transaction (gains) losses on short-term intercompany balances | (80 | ) | (574 | ) | — | 18 | (636 | ) | |||||||||||||
Acquisition-related charges | 662 | — | 44 | — | 706 | ||||||||||||||||
Transformation severance and related expenses | 20 | 56 | 85 | — | 161 | ||||||||||||||||
Stock-based compensation | — | — | — | 1,304 | 1,304 | ||||||||||||||||
Adjusted EBITDA | $ | 12,132 | $ | 1,916 | $ | 1,078 | $ | (4,372 | ) | $ | 10,754 | ||||||||||
Recovery | Recovery Audit | New | Corporate | Total | |||||||||||||||||
Audit | Services – | Services | Support | ||||||||||||||||||
Services – | Europe/Asia- | ||||||||||||||||||||
Americas | Pacific | ||||||||||||||||||||
Three Months Ended September 30, 2012 | |||||||||||||||||||||
Revenue | $ | 33,235 | $ | 11,406 | $ | 7,446 | $ | — | $ | 52,087 | |||||||||||
Net earnings | $ | 2,565 | |||||||||||||||||||
Income tax expense | 505 | ||||||||||||||||||||
Interest expense, net | 515 | ||||||||||||||||||||
EBIT | $ | 9,964 | $ | 304 | $ | (651 | ) | $ | (6,032 | ) | 3,585 | ||||||||||
Depreciation of property and equipment | 1,111 | 90 | 515 | — | 1,716 | ||||||||||||||||
Amortization of intangible assets | 767 | 462 | 202 | — | 1,431 | ||||||||||||||||
EBITDA | 11,842 | 856 | 66 | (6,032 | ) | 6,732 | |||||||||||||||
Foreign currency transaction (gains) losses on short-term intercompany balances | (85 | ) | (266 | ) | 3 | — | (348 | ) | |||||||||||||
Acquisition-related charges (benefits) | — | (14 | ) | 93 | — | 79 | |||||||||||||||
Transformation severance and related expenses | 245 | 273 | — | — | 518 | ||||||||||||||||
Stock-based compensation | — | — | — | 1,839 | 1,839 | ||||||||||||||||
Adjusted EBITDA | $ | 12,002 | $ | 849 | $ | 162 | $ | (4,193 | ) | $ | 8,820 | ||||||||||
Recovery | Recovery Audit | New | Corporate | Total | |||||||||||||||||
Audit | Services – | Services | Support | ||||||||||||||||||
Services – | Europe/Asia- | ||||||||||||||||||||
Americas | Pacific | ||||||||||||||||||||
Nine Months Ended September 30, 2013 | |||||||||||||||||||||
Revenue | $ | 87,999 | $ | 33,796 | $ | 26,914 | $ | — | $ | 148,709 | |||||||||||
Net earnings | $ | 6,211 | |||||||||||||||||||
Income tax expense | 1,671 | ||||||||||||||||||||
Interest income, net | (89 | ) | |||||||||||||||||||
EBIT | $ | 21,643 | $ | 2,354 | $ | (522 | ) | $ | (15,682 | ) | 7,793 | ||||||||||
Depreciation of property and equipment | 4,138 | 362 | 1,569 | — | 6,069 | ||||||||||||||||
Amortization of intangible assets | 2,094 | 1,171 | 547 | — | 3,812 | ||||||||||||||||
EBITDA | 27,875 | 3,887 | 1,594 | (15,682 | ) | 17,674 | |||||||||||||||
Foreign currency transaction (gains) losses on short-term intercompany balances | 143 | (199 | ) | — | 2 | (54 | ) | ||||||||||||||
Acquisition-related charges (benefits) | 987 | (900 | ) | 144 | — | 231 | |||||||||||||||
Transformation severance and related expenses | 100 | 593 | 85 | — | 778 | ||||||||||||||||
Stock-based compensation | — | — | — | 3,777 | 3,777 | ||||||||||||||||
Adjusted EBITDA | $ | 29,105 | $ | 3,381 | $ | 1,823 | $ | (11,903 | ) | $ | 22,406 | ||||||||||
Recovery | Recovery Audit | New | Corporate | Total | |||||||||||||||||
Audit | Services – | Services | Support | ||||||||||||||||||
Services – | Europe/Asia- | ||||||||||||||||||||
Americas | Pacific | ||||||||||||||||||||
Nine Months Ended September 30, 2012 | |||||||||||||||||||||
Revenue | $ | 91,640 | $ | 39,122 | $ | 24,632 | $ | — | $ | 155,394 | |||||||||||
Net earnings | $ | 3,859 | |||||||||||||||||||
Income tax expense | 1,586 | ||||||||||||||||||||
Interest expense, net | 1,548 | ||||||||||||||||||||
EBIT | $ | 21,994 | $ | 3,515 | $ | (2,270 | ) | $ | (16,246 | ) | 6,993 | ||||||||||
Depreciation of property and equipment | 3,016 | 217 | 1,575 | — | 4,808 | ||||||||||||||||
Amortization of intangible assets | 3,120 | 1,491 | 606 | — | 5,217 | ||||||||||||||||
EBITDA | 28,130 | 5,223 | (89 | ) | (16,246 | ) | 17,018 | ||||||||||||||
Foreign currency transaction (gains) losses on short-term intercompany balances | (77 | ) | (117 | ) | 4 | — | (190 | ) | |||||||||||||
Acquisition-related charges (benefits) | — | (485 | ) | 288 | — | (197 | ) | ||||||||||||||
Transformation severance and related expenses | 358 | 351 | 327 | — | 1,036 | ||||||||||||||||
Wage claim costs | 577 | — | — | — | 577 | ||||||||||||||||
Stock-based compensation | — | — | — | 4,479 | 4,479 | ||||||||||||||||
Adjusted EBITDA | $ | 28,988 | $ | 4,972 | $ | 530 | $ | (11,767 | ) | $ | 22,723 | ||||||||||
Debt_Tables
Debt (Tables) | 9 Months Ended | ||||||||
Sep. 30, 2013 | |||||||||
Debt Disclosure [Abstract] | ' | ||||||||
Components of long-term debt | ' | ||||||||
Debt consisted of the following (in thousands): | |||||||||
September 30, 2013 | December 31, 2012 | ||||||||
SunTrust term loan due quarterly through January 2014 | $ | 3,750 | $ | 6,000 | |||||
Less current portion | 3,750 | 3,000 | |||||||
Noncurrent portion | $ | — | $ | 3,000 | |||||
Business_Acquisitions_Tables
Business Acquisitions (Tables) | 9 Months Ended | |||||||
Sep. 30, 2013 | ||||||||
Business Combinations [Abstract] | ' | |||||||
Summary of the allocation of the aggregate fair values of the assets acquired and purchase price for the associate migrations | ' | |||||||
The allocation of the aggregate fair values of the assets acquired and purchase price for these associate migrations is summarized as follows (in thousands): | ||||||||
Fair values of net assets acquired: | ||||||||
Equipment | $ | 10 | ||||||
Intangible assets, primarily non-compete agreements | 171 | |||||||
Working capital, including work in progress | 666 | |||||||
Goodwill | 695 | |||||||
Fair value of net assets acquired | $ | 1,542 | ||||||
Fair value of purchase price | $ | 1,542 | ||||||
Unaudited pro forma condensed financial information | ' | |||||||
Unaudited pro forma condensed financial information is as follows (in thousands): | ||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||
2012 | 2012 | |||||||
Revenue | $ | 52,087 | $ | 155,394 | ||||
Net earnings | $ | 2,569 | $ | 4,323 | ||||
Basis_of_Presentation_Unbilled1
Basis of Presentation Unbilled Receivables (Details Textual) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 | Nov. 01, 2013 | Sep. 30, 2013 | Sep. 30, 2012 |
Medicare RAC [Member] | Medicare RAC [Member] | Medicare RAC [Member] | |||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ' | ' | ' | ' | ' |
Accounts, Notes, Loans and Financing Receivable, Net, Current | ' | ' | ' | $7,900,000 | $9,600,000 |
Additional Billed Receivables Current | $30,687,000 | $32,626,000 | $300,000 | ' | ' |
Earnings_Per_Common_Share_Deta
Earnings Per Common Share (Details) (USD $) | 3 Months Ended | 9 Months Ended | 12003 Months Ended | |
In Thousands, except Per Share data, unless otherwise specified | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 3013 |
Numerator: | ' | ' | ' | ' |
Net earnings | $2,565 | $6,211 | $3,859 | $4,877 |
Denominator: | ' | ' | ' | ' |
Weighted-average common shares outstanding (shares) | 25,541 | 29,075 | 25,370 | 29,396 |
Basic earnings (loss) per common share (usd per share) | $0.10 | $0.21 | $0.15 | $0.17 |
Numerator: | ' | ' | ' | ' |
Net earnings | $2,565 | $6,211 | $3,859 | $4,877 |
Denominator: | ' | ' | ' | ' |
Weighted-average common shares outstanding (shares) | 25,541 | 29,075 | 25,370 | 29,396 |
Incremental shares from stock-based compensation plans (shares) | 709 | 442 | 572 | 419 |
Denominator for diluted earnings (loss) per common share (shares) | 26,250 | 29,517 | 25,942 | 29,815 |
Diluted earnings (loss) per common share (usd per share) | $0.10 | $0.21 | $0.15 | $0.16 |
Earnings_Per_Common_Share_Deta1
Earnings Per Common Share (Details Textual) (USD $) | 0 Months Ended | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12003 Months Ended | |
In Thousands, except Share data, unless otherwise specified | Jan. 08, 2013 | Dec. 11, 2012 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 3013 |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' | ' | ' | ' | ' |
Number of common shares in the basic and diluted earnings per common share (shares) | ' | ' | 900,000 | 700,000 | 900,000 | 700,000 |
Nonvested restricted share (shares) | ' | ' | 200,000 | 200,000 | 200,000 | 200,000 |
Public Offering Common stock shares (shares) | ' | 6,249,234 | ' | ' | ' | ' |
Public Offering By Company (shares) | ' | 2,500,000 | ' | ' | ' | ' |
Public Offering by Selling Shareholders (shares) | ' | 3,749,234 | ' | ' | ' | ' |
Public Offering, Price per share (usd per share) | ' | $6.39 | ' | ' | ' | ' |
Public Offering, Net proceeds | $4,100 | $14,700 | ' | $4,118 | $0 | ' |
Additional Shares, Overallotment option (shares) | 687,385 | ' | ' | ' | ' | ' |
Performance Unit [Member] | ' | ' | ' | ' | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' | ' | ' | ' | ' |
Weighted average shares outstanding excludes anti-dilutive shares underlying options (shares) | ' | ' | 200,000 | ' | 200,000 | ' |
Non-qualified Option [Member] | ' | ' | ' | ' | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' | ' | ' | ' | ' |
Weighted average shares outstanding excludes anti-dilutive shares underlying options (shares) | ' | ' | 600,000 | 1,600,000 | 600,000 | 1,600,000 |
StockBased_Compensation_Detail
Stock-Based Compensation (Details) (USD $) | 3 Months Ended | 12003 Months Ended | ||
Sep. 30, 2012 | Sep. 30, 3013 | |||
Director group [Member] | ' | ' | ||
Summary of stock option grants | ' | ' | ||
Grantee Type | 'Director group | 'Director group | ||
No. of Options Granted (shares) | ' | 75,490 | ||
Vesting Period | '1 year or less | '1 year or less | ||
Vesting Period | '1 year | ' | ||
Weighted Average Exercise Price (usd per share) | $7.53 | $5.67 | ||
Weighted Average Grant Date Fair Value (usd per share) | ' | $2 | ||
Director Group 1 [Member] | ' | ' | ||
Summary of stock option grants | ' | ' | ||
Grantee Type | ' | 'Director group | ||
No. of Options Granted (shares) | ' | 17,092 | ||
Vesting Period | ' | '3 years | ||
Weighted Average Exercise Price (usd per share) | ' | $6.83 | ||
Weighted Average Grant Date Fair Value (usd per share) | ' | $3.76 | ||
Employee [Member] | ' | ' | ||
Summary of stock option grants | ' | ' | ||
Grantee Type | 'Employee group | 'Employee group | ||
No. of Options Granted (shares) | ' | 449,875 | ||
Vesting Period | '3 years | '3 years | ||
Weighted Average Exercise Price (usd per share) | $7.54 | $5.58 | ||
Weighted Average Grant Date Fair Value (usd per share) | ' | $2.44 | ||
Employee inducement (1) [Member] | ' | ' | ||
Summary of stock option grants | ' | ' | ||
Grantee Type | 'Employee inducement (2) | 'Employee inducement (1) | ||
No. of Options Granted (shares) | 45,000 | [1] | 20,000 | [2] |
Vesting Period | '3 years | [1] | '3 years | [2] |
Weighted Average Exercise Price (usd per share) | $8.54 | [1] | $7.14 | [2] |
Weighted Average Grant Date Fair Value (usd per share) | $4.58 | [1] | $3.81 | [2] |
[1] | The Company granted non-qualified stock options outside its existing stock-based compensation plans in the third quarter of 2012 to one employee in connection with the employee joining the Company. | |||
[2] | The Company granted non-qualified performance-based stock options outside its existing stock-based compensation plans in the first quarter of 2013 to one employee in connection with the employee joining the Company. |
StockBased_Compensation_Detail1
Stock-Based Compensation (Details 1) (USD $) | 3 Months Ended | 12003 Months Ended | 3 Months Ended | 9 Months Ended | 12003 Months Ended | 9 Months Ended | 3 Months Ended | 12003 Months Ended | 3 Months Ended | 9 Months Ended | 3 Months Ended | 12003 Months Ended | 9 Months Ended | ||||||||
Sep. 30, 2012 | Sep. 30, 2012 | Sep. 30, 3013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 3013 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 3013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2012 | Sep. 30, 3013 | Sep. 30, 2013 | Sep. 30, 2012 | |||||
Restricted Stock and Restricted Stock Units [Member] | Director group [Member] | Director group [Member] | Director group [Member] | Director group [Member] | Director group [Member] | Director Group 1 [Member] | Director Group 1 [Member] | Employee [Member] | Employee [Member] | Employee [Member] | Employee [Member] | Employee [Member] | Employee inducement (1) [Member] | Employee inducement (1) [Member] | Employee inducement (1) [Member] | Employee inducement (1) [Member] | |||||
2008 Equity Incentive Plan [Member] | 2008 Equity Incentive Plan [Member] | 2008 Equity Incentive Plan [Member] | 2008 Equity Incentive Plan [Member] | 2008 Equity Incentive Plan [Member] | 2008 Equity Incentive Plan [Member] | 2008 Equity Incentive Plan [Member] | 2008 Equity Incentive Plan [Member] | 2008 Equity Incentive Plan [Member] | |||||||||||||
Restricted Stock and Restricted Stock Units [Member] | Restricted Stock and Restricted Stock Units [Member] | Restricted Stock and Restricted Stock Units [Member] | Restricted Stock and Restricted Stock Units [Member] | Restricted Stock and Restricted Stock Units [Member] | Restricted Stock and Restricted Stock Units [Member] | Restricted Stock and Restricted Stock Units [Member] | Restricted Stock and Restricted Stock Units [Member] | Restricted Stock and Restricted Stock Units [Member] | |||||||||||||
Summary of nonvested stock awards granted | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||
Grantee Type | ' | ' | ' | ' | 'Director group | 'Director group | ' | 'Director group | ' | ' | ' | 'Employee group | 'Employee group | ' | ' | 'Employee inducement (1) | 'Employee inducement (2) | ||||
No. of Shares Granted (shares) | 0 | ' | ' | ' | 75,490 | 51,276 | ' | 17,092 | ' | ' | 597,250 | 449,875 | 426,286 | ' | ' | 20,000 | [1] | 45,000 | [2] | ||
Vesting Period | ' | '1 year or less | '1 year or less | ' | '1 year or less | '1 year or less | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||
Vesting Period | ' | '1 year | ' | ' | ' | ' | '3 years | '3 years | '3 years | '3 years | ' | '3 years | '3 years | '3 years | [3] | '3 years | [4] | '3 years | [1] | '3 years | [2] |
Weighted Average Grant Date Fair Value (usd per share) | ' | ' | $2 | $3.97 | $5.67 | $7.53 | $3.76 | $6.83 | ' | $2.44 | $4.12 | $5.58 | $7.55 | $4.58 | [3] | $3.81 | [4] | $7.14 | [1] | $8.54 | [2] |
[1] | The Company granted nonvested performance-based stock awards (restricted stock) outside its existing stock-based compensation plans in the first quarter of 2013 to one employee in connection with the employee joining the Company. | ||||||||||||||||||||
[2] | The Company granted nonvested stock awards (restricted stock units) outside its existing stock-based compensation plans in the third quarter of 2012 to one employee in connection with the employee joining the Company. | ||||||||||||||||||||
[3] | The Company granted non-qualified stock options outside its existing stock-based compensation plans in the third quarter of 2012 to one employee in connection with the employee joining the Company. | ||||||||||||||||||||
[4] | The Company granted non-qualified performance-based stock options outside its existing stock-based compensation plans in the first quarter of 2013 to one employee in connection with the employee joining the Company. |
StockBased_Compensation_Detail2
Stock-Based Compensation (Details Textual) (USD $) | 9 Months Ended | 3 Months Ended | 9 Months Ended | 12003 Months Ended | 3 Months Ended | 12003 Months Ended | 3 Months Ended | 12003 Months Ended | 1 Months Ended | 12003 Months Ended | 3 Months Ended | 12003 Months Ended | 3 Months Ended | 9 Months Ended | 12003 Months Ended | 3 Months Ended | 12003 Months Ended | ||||||||
In Millions, except Share data, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 3013 | Sep. 30, 2012 | Sep. 30, 3013 | Sep. 30, 2012 | Sep. 30, 3013 | Jun. 30, 2012 | Sep. 30, 3013 | Sep. 30, 2013 | Jun. 19, 2012 | Sep. 30, 2012 | Sep. 30, 3013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 3013 | Sep. 30, 2012 | Sep. 30, 3013 | Sep. 30, 3013 | Sep. 30, 3013 |
compensation_plan | The Plans [Member] | The Plans [Member] | The Plans [Member] | The Plans [Member] | Employee Group [Member] | Employee Group [Member] | Director Group [Member] | Director Group [Member] | Performance Shares [Member] | Performance Shares [Member] | Performance Shares [Member] | Performance Shares [Member] | Restricted Stock and Restricted Stock Units [Member] | Restricted Stock and Restricted Stock Units [Member] | Restricted Stock and Restricted Stock Units [Member] | Restricted Stock and Restricted Stock Units [Member] | Restricted Stock and Restricted Stock Units [Member] | Restricted Stock and Restricted Stock Units [Member] | Restricted Stock and Restricted Stock Units [Member] | Restricted Stock and Restricted Stock Units [Member] | Stock Options [Member] | Stock Options [Member] | Stock Options [Member] | Stock Options [Member] | |
2006 Management Incentive Plan [Member] | 2006 Management Incentive Plan [Member] | 2006 Management Incentive Plan [Member] | 2006 Management Incentive Plan [Member] | 2008 Equity Incentive Plan [Member] | Employee Group [Member] | Employee Group [Member] | Employee Group [Member] | Director Group [Member] | Director Group [Member] | Director [Member] | 2008 Equity Incentive Plan [Member] | 2008 Equity Incentive Plan [Member] | Employee [Member] | Director [Member] | |||||||||||
executive_officer | 2008 Equity Incentive Plan [Member] | 2008 Equity Incentive Plan [Member] | 2008 Equity Incentive Plan [Member] | 2008 Equity Incentive Plan [Member] | 2008 Equity Incentive Plan [Member] | 2008 Equity Incentive Plan [Member] | 2008 Equity Incentive Plan [Member] | 2008 Equity Incentive Plan [Member] | |||||||||||||||||
Stock-Based Compensation (Textual) [Abstract] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of stock-based compensation plans | 3 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock options expiration period | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '7 years | ' | ' |
Stock options vesting period | ' | ' | ' | ' | ' | '3 years | '3 years | '1 year | ' | ' | ' | ' | ' | ' | ' | ' | '3 years | '3 years | ' | ' | '1 year | ' | ' | '3 years | '1 year |
Stock options award vesting right | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 'vest in equal annual increments over the vesting period | ' | ' | ' | ' | ' | ' | ' | 'vest in equal annual increments over the vesting period | ' | ' |
No. of Options Granted (shares) | ' | ' | ' | ' | ' | ' | 449,875 | ' | 75,490 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0 | ' | ' | ' |
No. of Shares Granted (shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0 | ' | 597,250 | 449,875 | 426,286 | 75,490 | 51,276 | ' | ' | ' | ' | ' |
Total of performance units were outstanding and fully vested (shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 85,406 | 154,264 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Grant date fair value awards | ' | ' | ' | ' | ' | ' | ' | ' | ' | $1.20 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Percentage of performance units (percent) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 60.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Percentage of fair market value (percent) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 40.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Performance units settled in period (shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 52,334 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of executive officers that settled performance units in period (executive officers) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of former executive officers that settled performance units in period (executive officers) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Perfomance units forfeited in period (shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 16,524 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of former executive officers that forfeited performance units in period (executive officer) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock issued during period (shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 31,399 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Cash payments for shares settled during period | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0.1 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Selling, general and administrative expenses | ' | 1.8 | 3.8 | 4.5 | 1.3 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Unrecognized stock-based compensation expense related to stock options | ' | ' | $8.10 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Weighted-average period for recognizing stock compensation expense | ' | ' | ' | ' | '1 year 11 months 20 days | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Operating_Segments_and_Related2
Operating Segments and Related Information (Details) (USD $) | 3 Months Ended | 9 Months Ended | 12003 Months Ended | |
In Thousands, unless otherwise specified | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 3013 |
Segment information | ' | ' | ' | ' |
Revenue | $52,087 | $148,709 | $155,394 | $53,403 |
Net earnings | 2,565 | 6,211 | 3,859 | 4,877 |
Income tax expense | 505 | 1,671 | 1,586 | 1,029 |
Interest expense (income), net | 515 | -89 | 1,548 | 75 |
EBIT | 3,585 | 7,793 | 6,993 | 5,981 |
Depreciation of property and equipment | 1,716 | 6,069 | 4,808 | 2,034 |
Amortization of intangible assets | 1,431 | 3,812 | 5,217 | 1,204 |
EBITDA | 6,732 | 17,674 | 17,018 | 9,219 |
Foreign currency transaction (gains) losses on short-term intercompany balances | 348 | 54 | 190 | 636 |
Acquisition-Related Charges (Benefits) | 79 | 231 | -197 | 706 |
Transformation severance and related expenses | 518 | 778 | 1,036 | 161 |
Wage claim costs | ' | ' | 577 | ' |
Stock-based compensation | 1,839 | 3,777 | 4,479 | 1,304 |
Adjusted EBITDA | 8,820 | 22,406 | 22,723 | 10,754 |
Recovery Audit Services - Americas [Member] | ' | ' | ' | ' |
Segment information | ' | ' | ' | ' |
Revenue | 33,235 | 87,999 | 91,640 | 32,365 |
EBIT | 9,964 | 21,643 | 21,994 | 9,418 |
Depreciation of property and equipment | 1,111 | 4,138 | 3,016 | 1,414 |
Amortization of intangible assets | 767 | 2,094 | 3,120 | 698 |
EBITDA | 11,842 | 27,875 | 28,130 | 11,530 |
Foreign currency transaction (gains) losses on short-term intercompany balances | 85 | -143 | 77 | 80 |
Acquisition-Related Charges (Benefits) | 0 | 987 | 0 | 662 |
Transformation severance and related expenses | 245 | 100 | 358 | 20 |
Wage claim costs | ' | ' | 577 | ' |
Stock-based compensation | ' | ' | 0 | ' |
Adjusted EBITDA | 12,002 | 29,105 | 28,988 | 12,132 |
Recovery Audit Services - Europe/Asia- Pacific [Member] | ' | ' | ' | ' |
Segment information | ' | ' | ' | ' |
Revenue | 11,406 | 33,796 | 39,122 | 12,009 |
EBIT | 304 | 2,354 | 3,515 | 1,987 |
Depreciation of property and equipment | 90 | 362 | 217 | 124 |
Amortization of intangible assets | 462 | 1,171 | 1,491 | 323 |
EBITDA | 856 | 3,887 | 5,223 | 2,434 |
Foreign currency transaction (gains) losses on short-term intercompany balances | 266 | 199 | 117 | 574 |
Acquisition-Related Charges (Benefits) | -14 | -900 | -485 | 0 |
Transformation severance and related expenses | 273 | 593 | 351 | 56 |
Adjusted EBITDA | 849 | 3,381 | 4,972 | 1,916 |
New Services [Member] | ' | ' | ' | ' |
Segment information | ' | ' | ' | ' |
Revenue | 7,446 | 26,914 | 24,632 | 9,029 |
EBIT | -651 | -522 | -2,270 | 270 |
Depreciation of property and equipment | 515 | 1,569 | 1,575 | 496 |
Amortization of intangible assets | 202 | 547 | 606 | 183 |
EBITDA | 66 | 1,594 | -89 | 949 |
Foreign currency transaction (gains) losses on short-term intercompany balances | -3 | 0 | -4 | 0 |
Acquisition-Related Charges (Benefits) | 93 | 144 | 288 | 44 |
Transformation severance and related expenses | 0 | 85 | 327 | 85 |
Adjusted EBITDA | 162 | 1,823 | 530 | 1,078 |
Corporate Support [Member] | ' | ' | ' | ' |
Segment information | ' | ' | ' | ' |
EBIT | -6,032 | -15,682 | -16,246 | -5,694 |
EBITDA | -6,032 | -15,682 | -16,246 | -5,694 |
Foreign currency transaction (gains) losses on short-term intercompany balances | ' | -2 | 0 | -18 |
Stock-based compensation | 1,839 | 3,777 | 4,479 | 1,304 |
Adjusted EBITDA | ($4,193) | ($11,903) | ($11,767) | ($4,372) |
Operating_Segments_and_Related3
Operating Segments and Related Information (Details Textual) | 9 Months Ended |
Sep. 30, 2013 | |
Segment | |
Segment Reporting [Abstract] | ' |
Number of reportable segments | 3 |
Cash_and_Cash_Equivalents_Deta
Cash and Cash Equivalents (Details) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Millions, unless otherwise specified | ||
Line of Credit Facility [Line Items] | ' | ' |
Cash and cash equivalents included short-term investments | $25.20 | $25.10 |
Foreign Banks [Member] | ' | ' |
Line of Credit Facility [Line Items] | ' | ' |
Cash and cash equivalents included short-term investments | $4.10 | $1.60 |
Debt_Details
Debt (Details) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Components of long-term debt | ' | ' |
Less current portion | $3,750 | $3,000 |
Noncurrent portion | 0 | 3,000 |
Sun Trust Term Loan [Member] | ' | ' |
Components of long-term debt | ' | ' |
SunTrust term loan due quarterly through January 2014 | 3,750 | 6,000 |
Less current portion | 3,750 | 3,000 |
Noncurrent portion | $0 | $3,000 |
Debt_Details_Textual
Debt (Details Textual) (USD $) | 9 Months Ended | 12003 Months Ended | |
Sep. 30, 2013 | Sep. 30, 3013 | Jan. 19, 2010 | |
Line of Credit Facility [Line Items] | ' | ' | ' |
Revolving Credit facility commitment fee (percent) | 0.50% | ' | ' |
Minimum [Member] | ' | ' | ' |
Line of Credit Facility [Line Items] | ' | ' | ' |
Applicable margin (percent) | 2.25% | ' | ' |
Maximum [Member] | ' | ' | ' |
Line of Credit Facility [Line Items] | ' | ' | ' |
Applicable margin (percent) | 3.50% | ' | ' |
SunTrust Bank [Member] | ' | ' | ' |
Line of Credit Facility [Line Items] | ' | ' | ' |
Four-year revolving credit & Term Loan agreement | ' | 19-Jan-10 | ' |
Period of term loan and the revolving credit facility | ' | '4 years | ' |
Frequency of payment | ' | 'Monthly | ' |
SunTrust term loan, Line of credit facility, frequency of payment | ' | 'Quarterly | ' |
Index rate used as reference for interest rate on revolver and term loan | ' | 'One-month LIBOR rate | ' |
Applicable margin (percent) | 2.25% | ' | ' |
Revolving Credit facility and Term Loan interest rate (percent) | 2.43% | ' | ' |
Mandatory principal payments on SunTrust term loan | $2,300,000 | ' | ' |
Sun Trust Term Loan [Member] | ' | ' | ' |
Line of Credit Facility [Line Items] | ' | ' | ' |
First payment on the term loan | ' | 31-Mar-10 | ' |
Committed revolving credit facility | ' | ' | 15,000,000 |
Committed term loan | ' | ' | 15,000,000 |
Term loan requires quarterly principal payments | 800,000 | ' | ' |
Frequency of payment | ' | 'Quarterly | ' |
Term loan final principal payment | 3,000,000 | ' | ' |
Sun Trust Revolving Credit Facility [Member] | ' | ' | ' |
Line of Credit Facility [Line Items] | ' | ' | ' |
Committed revolving credit facility | 15,000,000 | ' | ' |
Revolving credit facility outstanding | $0 | ' | ' |
Fair_Value_of_Financial_Instru1
Fair Value of Financial Instruments (Details) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Millions, unless otherwise specified | ||
Bank Loan Obligations [Member] | ' | ' |
Fair Value of Financial Instruments (Textual) [Abstract] | ' | ' |
Fair value of long term debt | $3.80 | $6 |
Business Acquisition Obligations [Member] | ' | ' |
Fair Value of Financial Instruments (Textual) [Abstract] | ' | ' |
Fair value of long term debt | $3 | $6.70 |
Business_Acquisitions_Details
Business Acquisitions (Details) (Associate Migrations [Member], USD $) | Sep. 30, 2013 |
In Thousands, unless otherwise specified | |
Associate Migrations [Member] | ' |
The summary of the allocation of the aggregate fair values of the assets acquired and purchase price for the associate migrations | ' |
Equipment | $10 |
Intangible assets, primarily non-compete agreements | 171 |
Working capital, including work in progress | 666 |
Goodwill | 695 |
Fair value of net assets acquired | 1,542 |
Fair value of purchase price | $1,542 |
Business_Acquisitions_Details_
Business Acquisitions (Details 1) (USD $) | 3 Months Ended | 9 Months Ended |
In Thousands, unless otherwise specified | Sep. 30, 2012 | Sep. 30, 2012 |
Unaudited pro forma condensed financial information | ' | ' |
Revenues | $52,087 | $155,394 |
Net earnings | $2,569 | $4,323 |
Business_Acquisitions_Details_1
Business Acquisitions (Details Textual) (USD $) | Jan. 31, 2012 | Jun. 29, 2012 | Nov. 30, 2012 |
In Thousands, unless otherwise specified | CRC Management Consultants LLP [Member] | QFS Limited [Member] | Nordic Profit Provider AB [Member] |
Business Acquisitions (Textual) [Abstract] | ' | ' | ' |
Total estimated purchase price | $1,000 | $400 | $100 |
Income_Taxes_Details
Income Taxes (Details) (USD $) | Sep. 30, 2013 |
In Millions, unless otherwise specified | |
Income Tax Disclosure [Abstract] | ' |
Reversed foreign income taxes accruals | $0.50 |