Document_and_Entity_Informatio
Document and Entity Information | 6 Months Ended | |
Jun. 30, 2014 | Aug. 06, 2014 | |
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-Jun-14 | ' |
Amendment Flag | 'false | ' |
Document Fiscal Year Focus | '2014 | ' |
Document Fiscal Period Focus | 'Q2 | ' |
Current Fiscal Year Focus | '--12-31 | ' |
Entity Filer Category | 'Accelerated Filer | ' |
Entity Common Stock, Shares Outstanding | ' | 27,653,540 |
Condensed_Consolidated_Stateme
Condensed Consolidated Statements of Operations (Unaudited) (USD $) | 3 Months Ended | 6 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 |
Income Statement [Abstract] | ' | ' | ' | ' |
Revenue | $41,981 | $50,205 | $79,882 | $95,306 |
Operating expenses: | ' | ' | ' | ' |
Cost of revenue | 29,944 | 32,522 | 58,776 | 64,060 |
Selling, general and administrative expenses | 11,037 | 11,629 | 21,013 | 22,209 |
Depreciation of property and equipment | 1,586 | 2,027 | 3,268 | 4,035 |
Amortization of intangible assets | 902 | 1,332 | 1,805 | 2,608 |
Total operating expenses | 43,469 | 47,510 | 84,862 | 92,912 |
Operating income (loss) | -1,488 | 2,695 | -4,980 | 2,394 |
Foreign currency transaction (gains) losses on short-term intercompany balances | -163 | 225 | -148 | 582 |
Interest expense (income), net | -43 | 53 | 11 | -164 |
Income (loss) before income taxes | -1,282 | 2,417 | -4,843 | 1,976 |
Income tax expense | 186 | 586 | 299 | 642 |
Net income (loss) | ($1,468) | $1,831 | ($5,142) | $1,334 |
Basic earnings (loss) per common share (Note B) (usd per share) | ($0.05) | $0.06 | ($0.17) | $0.05 |
Diluted earnings (loss) per common share (Note B) (usd per share) | ($0.05) | $0.06 | ($0.17) | $0.05 |
Weighted-average common shares outstanding (Note B): | ' | ' | ' | ' |
Basic (shares) | 29,733 | 29,053 | 29,945 | 28,912 |
Diluted (shares) | 29,733 | 29,436 | 29,945 | 29,366 |
Condensed_Consolidated_Stateme1
Condensed Consolidated Statements of Comprehensive Income (Loss) (Unaudited) (USD $) | 3 Months Ended | 6 Months Ended | ||
In Thousands, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 |
Comprehensive Income (Loss), Net of Tax, Attributable to Parent [Abstract] | ' | ' | ' | ' |
Net income (loss) | ($1,468) | $1,831 | ($5,142) | $1,334 |
Foreign currency translation adjustments | 577 | -545 | 507 | -1,029 |
Comprehensive income (loss) | ($891) | $1,286 | ($4,635) | $305 |
Condensed_Consolidated_Balance
Condensed Consolidated Balance Sheets (USD $) | Jun. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Current assets: | ' | ' |
Cash and cash equivalents (Note E) | $36,367 | $43,700 |
Restricted cash | 194 | 57 |
Contract receivables, less allowances of $1,941 in 2014 and $1,996 in 2013: | ' | ' |
Billed | 28,040 | 28,175 |
Unbilled | 2,981 | 9,904 |
Receivables Net | 31,021 | 38,079 |
Employee advances and miscellaneous receivables, less allowances of $546 in 2014 and $402 in 2013 | 1,230 | 2,242 |
Total receivables | 32,251 | 40,321 |
Prepaid expenses and other current assets | 4,989 | 3,917 |
Total current assets | 73,801 | 87,995 |
Property and equipment | 56,589 | 58,796 |
Less accumulated depreciation and amortization | -43,407 | -44,802 |
Property and equipment, net | 13,182 | 13,994 |
Goodwill | 13,716 | 13,686 |
Intangible assets, less accumulated amortization of $34,787 in 2014 and $32,717 in 2013 | 11,844 | 13,582 |
Noncurrent portion of unbilled receivables | 930 | 1,379 |
Other assets | 2,218 | 2,193 |
Total assets | 115,691 | 132,829 |
Current liabilities: | ' | ' |
Accounts payable and accrued expenses | 10,304 | 10,809 |
Accrued payroll and related expenses | 13,098 | 15,415 |
Refund liabilities | 5,727 | 6,597 |
Deferred revenue | 1,758 | 1,512 |
Business acquisition obligations | 230 | 3,156 |
Total current liabilities | 31,117 | 37,489 |
Noncurrent refund liabilities | 841 | 950 |
Other long-term liabilities | 532 | 562 |
Total liabilities | 32,490 | 39,001 |
Commitments and contingencies (Note H) | ' | ' |
Shareholders’ equity (Note B): | ' | ' |
Common stock, no par value; $.01 stated value per share. Authorized 50,000,000 shares; 28,515,343 shares issued and outstanding as of June 30, 2014 and 29,367,439 shares issued and outstanding as of December 31, 2013 | 285 | 294 |
Additional paid-in capital | 598,823 | 604,806 |
Accumulated deficit | -518,528 | -513,386 |
Accumulated other comprehensive income | 2,621 | 2,114 |
Total shareholders’ equity | 83,201 | 93,828 |
Total liabilities and shareholders' equity | $115,691 | $132,829 |
Condensed_Consolidated_Balance1
Condensed Consolidated Balance Sheets (Parenthetical) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 |
In Thousands, except Share data, unless otherwise specified | ||
Statement of Financial Position [Abstract] | ' | ' |
Allowances for contract receivables | $1,941 | $1,996 |
Allowances for employee advances and miscellaneous receivables | 546 | 402 |
Accumulated amortization on intangible assets | $34,787 | $32,717 |
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) | 28,515,343 | 29,367,439 |
Common stock, shares outstanding (shares) | 28,515,343 | 29,367,439 |
Condensed_Consolidated_Stateme2
Condensed Consolidated Statements of Cash Flows (Unaudited) (USD $) | 6 Months Ended | |
In Thousands, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 |
Cash flows from operating activities: | ' | ' |
Net income (loss) | ($5,142) | $1,334 |
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | ' | ' |
Depreciation and amortization | 5,073 | 6,643 |
Amortization of deferred loan costs | 39 | 91 |
Stock-based compensation expense | 2,004 | 2,473 |
Deferred income taxes | -418 | -237 |
Foreign currency transaction (gains) losses on short-term intercompany balances | -148 | 582 |
Changes in operating assets and liabilities: | ' | ' |
Restricted cash | -137 | -122 |
Billed receivables | 360 | 5,404 |
Unbilled receivables | 7,372 | -5,148 |
Prepaid expenses and other current assets | 248 | -959 |
Other assets | -7 | 23 |
Accounts payable and accrued expenses | -659 | -2,563 |
Accrued payroll and related expenses | -2,243 | -8,682 |
Refund liabilities | -979 | -448 |
Deferred revenue | 229 | -417 |
Noncurrent compensation obligations | 184 | 241 |
Other long-term liabilities | 76 | -1,348 |
Net cash provided by (used in) operating activities | 5,852 | -3,133 |
Cash flows from investing activities: | ' | ' |
Purchases of property and equipment, net of disposal proceeds | -2,333 | -2,989 |
Net cash used in investing activities | -2,333 | -2,989 |
Cash flows from financing activities: | ' | ' |
Repayments of long-term debt | 0 | -1,500 |
Payment of deferred loan costs | -91 | 0 |
Restricted stock repurchased from employees for withholding taxes | -491 | -1,192 |
Proceeds from option exercises | 2,328 | 402 |
Payments of deferred acquisition consideration | -1,978 | -1,656 |
Net proceeds from issuance of common stock | 0 | 4,118 |
Repurchase of common stock | -10,998 | 0 |
Net cash provided by (used in) financing activities | -11,230 | 172 |
Effect of exchange rates on cash and cash equivalents | 378 | -754 |
Net decrease in cash and cash equivalents | -7,333 | -6,704 |
Cash and cash equivalents at beginning of period | 43,700 | 37,806 |
Cash and cash equivalents at end of period | 36,367 | 31,102 |
Supplemental disclosure of cash flow information: | ' | ' |
Cash paid during the period for interest | 48 | 365 |
Cash paid during the period for income taxes, net of refunds received | $1,377 | $1,207 |
Basis_of_Presentation
Basis of Presentation | 6 Months Ended |
Jun. 30, 2014 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' |
Basis of Presentation | ' |
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 six-month periods ended June 30, 2014 are not necessarily indicative of the results that may be expected for the year ending December 31, 2014. | |
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, 2013. | |
Certain reclassifications have been made to the prior period financial statements, including the notes thereto, to conform to the presentation changes described below. | |
Beginning with the second quarter of 2014, we reclassified certain information technology expenses within our Recovery Audit Services — Americas segment from Selling, General and Administrative expenses to Cost of Revenue to better reflect the nature of the work performed. | |
Beginning with the first quarter of 2014, we present the former New Services segment as two separate segments: Adjacent Services, which were formerly referred to as Profit Optimization services, and Healthcare Claims Recovery Audit Services. We have revised the presentation of our operating segments and related information in Note D - Operating Segments and Related Information. Also beginning with the first quarter of 2014, we reclassified certain expenses within the Recovery Audit Services — Europe/Asia-Pacific segment from Cost of Revenue to Selling, General and Administrative expenses to better reflect costs associated with new business development efforts. | |
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." | |
Unbilled Receivables | |
A significant portion of the unbilled receivables presented in the Condensed Consolidated Balance Sheets (Unaudited) 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 $0.1 million and $5.6 million as of June 30, 2014 and December 31, 2013, respectively. As of July 30, 2014, we billed $0.1 million of the unbilled receivables relating to the Medicare RAC program that were outstanding as of June 30, 2014. | |
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. 2014-09. In May 2014, the FASB issued Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers (Topic 606) (“ASU 2014-09”). ASU 2014-09 supersedes the revenue recognition requirements in Revenue Recognition (Topic 605), and requires an entity to recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the transferring entity expects to be entitled to in exchange for those goods or services. ASU 2014-09 is effective for annual periods beginning after December 15, 2016. Early adoption is not permitted. We are currently undergoing an evaluation of the impact of ASU 2014-09 on our consolidated financial statements. | |
FASB ASC Update No. 2014-08. In April 2014, the FASB issued Accounting Standards Update No. 2014-08, Presentation of Financial Statements (Topic 205) and Property, Plant, and Equipment (Topic 360)—Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity (“ASU 2014-08”). ASU 2014-08 raises the threshold for a disposal to qualify as a discontinued operation and requires new disclosures of both discontinued operations and certain other disposals that do not meet the definition of a discontinued operation. ASU 2014-08 is effective for annual periods beginning on or after December 15, 2014. We do not expect the adoption of ASU No. 2014-08 to have a material impact on our consolidated results of operations, financial position or cash flows. |
Earnings_Per_Common_Share
Earnings Per Common Share | 6 Months Ended | ||||||||||||||||
Jun. 30, 2014 | |||||||||||||||||
Earnings Per Share [Abstract] | ' | ||||||||||||||||
Earnings (Loss) Per Common Share | ' | ||||||||||||||||
Earnings (Loss) Per Common Share | |||||||||||||||||
The following tables set forth the computations of basic and diluted earnings (loss) per common share for the three and six months ended June 30, 2014 and 2013 (in thousands, except per share data): | |||||||||||||||||
Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||
Basic earnings (loss) per common share: | 2014 | 2013 | 2014 | 2013 | |||||||||||||
Numerator: | |||||||||||||||||
Net income (loss) | $ | (1,468 | ) | $ | 1,831 | $ | (5,142 | ) | $ | 1,334 | |||||||
Denominator: | |||||||||||||||||
Weighted-average common shares outstanding | 29,733 | 29,053 | 29,945 | 28,912 | |||||||||||||
Basic earnings (loss) per common share | $ | (0.05 | ) | $ | 0.06 | $ | (0.17 | ) | $ | 0.05 | |||||||
Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||
Diluted earnings (loss) per common share: | 2014 | 2013 | 2014 | 2013 | |||||||||||||
Numerator: | |||||||||||||||||
Net income (loss) | $ | (1,468 | ) | $ | 1,831 | $ | (5,142 | ) | $ | 1,334 | |||||||
Denominator: | |||||||||||||||||
Weighted-average common shares outstanding | 29,733 | 29,053 | 29,945 | 28,912 | |||||||||||||
Incremental shares from stock-based compensation plans | — | 383 | — | 454 | |||||||||||||
Denominator for diluted earnings (loss) per common share | 29,733 | 29,436 | 29,945 | 29,366 | |||||||||||||
Diluted earnings (loss) per common share | $ | (0.05 | ) | $ | 0.06 | $ | (0.17 | ) | $ | 0.05 | |||||||
Weighted-average shares outstanding excludes antidilutive shares underlying options that totaled 3.8 million shares and antidilutive Performance Units issuable under the Company's 2006 Management Incentive Plan that totaled less than 0.1 million shares from the computation of diluted earnings (loss) per common share for the three and six months ended June 30, 2014. Weighted-average shares outstanding excludes antidilutive shares underlying options that totaled 1.8 million shares, and there were no antidilutive Performance Units related to the Company's 2006 Management Incentive Plan excluded from the computation of diluted earnings (loss) per common share for the three and six months ended June 30, 2013. As a result of the net loss for the three and six months ended June 30, 2014, all shares underlying stock options and Performance Units were considered antidilutive. The number of common shares we used in the basic and diluted earnings (loss) per common share computations include nonvested restricted shares of 0.5 million and 0.8 million for the three and six months ended June 30, 2014 and 2013, respectively, and nonvested restricted share units that we consider to be participating securities of 0.1 million and 0.2 million for the three and six months ended June 30, 2014 and 2013, respectively. | |||||||||||||||||
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 commissions and offering expenses, were $4.1 million. | |||||||||||||||||
In partial satisfaction of a business acquisition obligation, we issued 187,620 shares of our common stock having a value of $1.3 million in the six months ended June 30, 2014 and 217,155 shares of our common stock having a value of $1.4 million in the six months ended June 30, 2013. |
StockBased_Compensation
Stock-Based Compensation | 6 Months Ended | |||||||||||||
Jun. 30, 2014 | ||||||||||||||
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, 2013. | ||||||||||||||
2008 EIP Awards | ||||||||||||||
Stock options granted under the 2008 EIP generally have a term of six to 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 six months ended June 30, 2014 and 2013: | ||||||||||||||
Grantee | # of | Vesting Period | Weighted | Weighted | ||||||||||
Type | Options | Average | Average Grant | |||||||||||
Granted | Exercise Price | Date Fair Value | ||||||||||||
2014 | ||||||||||||||
Director group | 51,276 | 1 year or less | $ | 6.45 | $ | 1.89 | ||||||||
Employee group (1) | 1,480,000 | 3 years | $ | 6.99 | $ | 1.81 | ||||||||
2013 | ||||||||||||||
Director group | 75,490 | 1 year or less | $ | 5.67 | $ | 2 | ||||||||
Director group | 17,092 | 3 years | $ | 6.83 | $ | 3.76 | ||||||||
Employee group | 438,625 | 3 years | $ | 5.56 | $ | 2.44 | ||||||||
Employee inducement (2) | 20,000 | 3 years | $ | 7.14 | $ | 3.81 | ||||||||
-1 | The exercise price for these options is $6.36 for the options that vest on June 27, 2015, $6.99 for the options that vest on June 27, 2016 and $7.63 for the options that vest on June 27, 2017. | |||||||||||||
-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. | |||||||||||||
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 six months ended June 30, 2014 and 2013: | ||||||||||||||
Grantee | # of Shares | Vesting Period | Weighted | |||||||||||
Type | Granted | Average Grant | ||||||||||||
Date Fair Value | ||||||||||||||
2014 | ||||||||||||||
Director group | 51,276 | 1 year or less | $ | 6.45 | ||||||||||
Employee group | 120,000 | 3 years | $ | 6.36 | ||||||||||
2013 | ||||||||||||||
Director group | 75,490 | 1 year or less | $ | 5.67 | ||||||||||
Director group | 17,092 | 3 years | $ | 6.83 | ||||||||||
Employee group | 438,625 | 3 years | $ | 5.56 | ||||||||||
Employee inducement (1) | 20,000 | 3 years | $ | 7.14 | ||||||||||
-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. | |||||||||||||
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 of the then 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 six months ended June 30, 2014, an aggregate of 22,038 Performance Units were settled which resulted in the issuance of 13,222 shares of common stock and cash payments totaling $0.1 million. During the six months ended June 30, 2013, an aggregate of 52,334 Performance Units were settled which resulted in the issuance of 31,399 shares of common stock and cash payments totaling $0.1 million. Since the June 19, 2012 grant date to June 30, 2014, an aggregate of 115,702 Performance Units were settled by four current executive officers and two former executive officers, and 16,524 Performance Units were forfeited by one former executive officer and currently are available to be granted. Such settlements resulted in the issuance of 69,419 shares of common stock and cash payments totaling $0.2 million. As of June 30, 2014, a total of 22,038 Performance Units were outstanding, none of which were vested. | ||||||||||||||
Selling, general and administrative expenses for the three months ended June 30, 2014 and 2013 include $1.0 million and $1.2 million, respectively, related to stock-based compensation charges. Selling, general and administrative expenses for the six months ended June 30, 2014 and 2013 include $2.0 million and $2.5 million, respectively, related to stock-based compensation charges. At June 30, 2014, there was $7.7 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 2.3 years. |
Operating_Segments_and_Related
Operating Segments and Related Information | 6 Months Ended | ||||||||||||||||||||||||
Jun. 30, 2014 | |||||||||||||||||||||||||
Segment Reporting [Abstract] | ' | ||||||||||||||||||||||||
Operating Segments and Related Information | ' | ||||||||||||||||||||||||
Operating Segments and Related Information | |||||||||||||||||||||||||
Beginning with the first quarter of 2014, we present the former New Services segment as two separate segments: Adjacent Services, which were formerly referred to as Profit Optimization services, and Healthcare Claims Recovery Audit Services. We now conduct our operations through the following four 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. | |||||||||||||||||||||||||
Adjacent Services (formerly known as Profit Optimization services) represents data transformation and financial advisory services. | |||||||||||||||||||||||||
Healthcare Claims Recovery Audit Services represents recovery audit services for healthcare claims, which consist primarily of services provided under subcontracts related to the Medicare Recovery Audit Contractor program. | |||||||||||||||||||||||||
Additionally, Corporate Support includes the unallocated portion of corporate selling, general and administrative expenses not specifically attributable to the four 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), tangible and 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 six months ended June 30, 2013 has been revised to reflect the change in reportable segments and the presentation of fair value adjustments to acquisition-related contingent consideration. Segment information for the three and six months ended June 30, 2014 and 2013 (in thousands) is as follows: | |||||||||||||||||||||||||
Recovery | Recovery Audit | Adjacent | Healthcare Claims Recovery Audit Services | Corporate | Total | ||||||||||||||||||||
Audit | Services – | Services | Support | ||||||||||||||||||||||
Services – | Europe/Asia- | ||||||||||||||||||||||||
Americas | Pacific | ||||||||||||||||||||||||
Three Months Ended June 30, 2014 | |||||||||||||||||||||||||
Revenue | $ | 27,029 | $ | 12,382 | $ | 2,281 | $ | 289 | $ | — | $ | 41,981 | |||||||||||||
Net loss | $ | (1,468 | ) | ||||||||||||||||||||||
Income tax expense | 186 | ||||||||||||||||||||||||
Interest income, net | (43 | ) | |||||||||||||||||||||||
EBIT | $ | 5,393 | $ | 1,359 | $ | (1,768 | ) | $ | (1,646 | ) | $ | (4,663 | ) | (1,325 | ) | ||||||||||
Depreciation of property and equipment | 1,245 | 149 | 158 | 34 | — | 1,586 | |||||||||||||||||||
Amortization of intangible assets | 501 | 305 | 96 | — | — | 902 | |||||||||||||||||||
EBITDA | 7,139 | 1,813 | (1,514 | ) | (1,612 | ) | (4,663 | ) | 1,163 | ||||||||||||||||
Foreign currency transaction (gains) losses on short-term intercompany balances | (154 | ) | (40 | ) | — | — | 31 | (163 | ) | ||||||||||||||||
Acquisition-related charges | — | — | 230 | — | — | 230 | |||||||||||||||||||
Transformation severance and related expenses | 458 | 483 | 235 | 250 | 128 | 1,554 | |||||||||||||||||||
Stock-based compensation | — | — | — | — | 983 | 983 | |||||||||||||||||||
Adjusted EBITDA | $ | 7,443 | $ | 2,256 | $ | (1,049 | ) | $ | (1,362 | ) | $ | (3,521 | ) | $ | 3,767 | ||||||||||
Recovery | Recovery Audit | Adjacent | Healthcare Claims Recovery Audit Services | Corporate | Total | ||||||||||||||||||||
Audit | Services – | Services | Support | ||||||||||||||||||||||
Services – | Europe/Asia- | ||||||||||||||||||||||||
Americas | Pacific | ||||||||||||||||||||||||
Three Months Ended June 30, 2013 | |||||||||||||||||||||||||
Revenue | $ | 29,392 | $ | 10,770 | $ | 3,137 | $ | 6,906 | $ | — | $ | 50,205 | |||||||||||||
Net income | $ | 1,831 | |||||||||||||||||||||||
Income tax expense | 586 | ||||||||||||||||||||||||
Interest expense, net | 53 | ||||||||||||||||||||||||
EBIT | $ | 6,771 | $ | (74 | ) | $ | (1,336 | ) | $ | 1,705 | $ | (4,596 | ) | 2,470 | |||||||||||
Depreciation of property and equipment | 1,356 | 126 | 154 | 391 | — | 2,027 | |||||||||||||||||||
Amortization of intangible assets | 698 | 452 | 182 | — | — | 1,332 | |||||||||||||||||||
EBITDA | 8,825 | 504 | (1,000 | ) | 2,096 | (4,596 | ) | 5,829 | |||||||||||||||||
Foreign currency transaction (gains) losses on short-term intercompany balances | 171 | 69 | — | — | (15 | ) | 225 | ||||||||||||||||||
Acquisition-related charges (benefits) | 315 | (168 | ) | 44 | — | — | 191 | ||||||||||||||||||
Transformation severance and related expenses | 80 | 537 | — | — | — | 617 | |||||||||||||||||||
Stock-based compensation | — | — | — | — | 1,155 | 1,155 | |||||||||||||||||||
Adjusted EBITDA | $ | 9,391 | $ | 942 | $ | (956 | ) | $ | 2,096 | $ | (3,456 | ) | $ | 8,017 | |||||||||||
Recovery | Recovery Audit | Adjacent | Healthcare Claims Recovery Audit Services | Corporate | Total | ||||||||||||||||||||
Audit | Services – | Services | Support | ||||||||||||||||||||||
Services – | Europe/Asia- | ||||||||||||||||||||||||
Americas | Pacific | ||||||||||||||||||||||||
Six Months Ended June 30, 2014 | |||||||||||||||||||||||||
Revenue | $ | 51,827 | $ | 22,084 | $ | 4,564 | $ | 1,407 | $ | — | $ | 79,882 | |||||||||||||
Net loss | $ | (5,142 | ) | ||||||||||||||||||||||
Income tax expense | 299 | ||||||||||||||||||||||||
Interest expense, net | 11 | ||||||||||||||||||||||||
EBIT | $ | 9,477 | $ | 1,460 | $ | (3,342 | ) | $ | (3,652 | ) | $ | (8,775 | ) | (4,832 | ) | ||||||||||
Depreciation of property and equipment | 2,501 | 295 | 318 | 154 | — | 3,268 | |||||||||||||||||||
Amortization of intangible assets | 1,001 | 612 | 192 | — | — | 1,805 | |||||||||||||||||||
EBITDA | 12,979 | 2,367 | (2,832 | ) | (3,498 | ) | (8,775 | ) | 241 | ||||||||||||||||
Foreign currency transaction (gains) losses on short-term intercompany balances | (44 | ) | (113 | ) | — | — | 9 | (148 | ) | ||||||||||||||||
Acquisition-related charges | — | — | 249 | — | — | 249 | |||||||||||||||||||
Transformation severance and related expenses | 466 | 562 | 378 | 405 | 128 | 1,939 | |||||||||||||||||||
Stock-based compensation | — | — | — | — | 2,004 | 2,004 | |||||||||||||||||||
Adjusted EBITDA | $ | 13,401 | $ | 2,816 | $ | (2,205 | ) | $ | (3,093 | ) | $ | (6,634 | ) | $ | 4,285 | ||||||||||
Recovery | Recovery Audit | Adjacent | Healthcare Claims Recovery Audit Services | Corporate | Total | ||||||||||||||||||||
Audit | Services – | Services | Support | ||||||||||||||||||||||
Services – | Europe/Asia- | ||||||||||||||||||||||||
Americas | Pacific | ||||||||||||||||||||||||
Six Months Ended June 30, 2013 | |||||||||||||||||||||||||
Revenue | $ | 55,634 | $ | 21,787 | $ | 7,080 | $ | 10,805 | $ | — | $ | 95,306 | |||||||||||||
Net income | $ | 1,334 | |||||||||||||||||||||||
Income tax expense | 642 | ||||||||||||||||||||||||
Interest income, net | (164 | ) | |||||||||||||||||||||||
EBIT | $ | 12,225 | $ | 367 | $ | (1,647 | ) | $ | 855 | $ | (9,988 | ) | 1,812 | ||||||||||||
Depreciation of property and equipment | 2,724 | 238 | 309 | 764 | — | 4,035 | |||||||||||||||||||
Amortization of intangible assets | 1,396 | 848 | 364 | — | — | 2,608 | |||||||||||||||||||
EBITDA | 16,345 | 1,453 | (974 | ) | 1,619 | (9,988 | ) | 8,455 | |||||||||||||||||
Foreign currency transaction (gains) losses on short-term intercompany balances | 223 | 375 | — | — | (16 | ) | 582 | ||||||||||||||||||
Acquisition-related charges (benefits) | 325 | (900 | ) | 100 | — | — | (475 | ) | |||||||||||||||||
Transformation severance and related expenses | 80 | 537 | — | — | — | 617 | |||||||||||||||||||
Stock-based compensation | — | — | — | — | 2,473 | 2,473 | |||||||||||||||||||
Adjusted EBITDA | $ | 16,973 | $ | 1,465 | $ | (874 | ) | $ | 1,619 | $ | (7,531 | ) | $ | 11,652 | |||||||||||
Cash_and_Cash_Equivalents
Cash and Cash Equivalents | 6 Months Ended |
Jun. 30, 2014 | |
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 $15.0 million as of June 30, 2014 and $24.6 million as of December 31, 2013, of which approximately $4.1 million and $4.4 million, respectively, were held at banks outside of the United States, primarily in Brazil and Canada. |
Debt
Debt | 6 Months Ended |
Jun. 30, 2014 | |
Debt Disclosure [Abstract] | ' |
Debt | ' |
Debt | |
On January 19, 2010, we entered into a four-year revolving credit and term loan agreement with SunTrust Bank (“SunTrust”). The SunTrust credit facility initially consisted of a $15.0 million committed revolving credit facility and a $15.0 million term loan. The SunTrust term loan required quarterly principal payments of $0.8 million beginning in March 2010, and a final principal payment of $3.0 million due in January 2014 that we paid in December 2013. 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. | |
On January 17, 2014, we entered into an amendment of the SunTrust credit facility that increased the committed revolving credit facility from $15.0 million to $25.0 million, lowered the applicable margin to a fixed rate of 1.75%, eliminated the provision limiting availability under the revolving credit facility based on eligible accounts receivable and extended the scheduled maturity of the revolving credit facility to January 16, 2015 (subject to earlier termination as provided therein). As of June 30, 2014, we had no outstanding borrowings under the SunTrust revolver. With the provision of a fixed applicable margin of 1.75% per the amendment of the SunTrust credit facility, the interest rate that would have applied at June 30, 2014 had any borrowings been outstanding was approximately 1.90%. We also must pay a commitment fee of 0.5% per annum, payable quarterly, on the unused portion of the $25.0 million SunTrust revolving credit facility. | |
Prior to the January 2014 amendment to the SunTrust credit facility, amounts available under the SunTrust revolver were based on eligible accounts receivable and other factors. Interest on both the revolver and term loan was payable monthly and accrued 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 varied from 2.25% per annum to 3.5% per annum, dependent on our consolidated leverage ratio, and was determined in accordance with a pricing grid under the SunTrust loan agreement. | |
The SunTrust credit facility as amended requires, as of the end of each fiscal quarter, the Company to have achieved Consolidated Adjusted EBITDA (as defined in the agreement) of at least $18.0 million for the immediately preceding four quarters. As of June 30, 2014, the Company's Consolidated Adjusted EBITDA for the preceding four quarters was $17.0 million, and therefore the Company was not in compliance with the covenant, although there were no amounts outstanding under the credit facility as of that date. On August 7, 2014, the Company entered into an amendment of the SunTrust credit facility that provided a waiver of the non-compliance with the minimum Consolidated Adjusted EBITDA covenant for the quarter ended June 30, 2014, reduced the minimum Consolidated Adjusted EBITDA requirement to $12.0 million, modified the Fixed Charge Coverage Ratio definition for the quarter ending September 30, 2014 by excluding certain payments, and reduced the maximum borrowing amount under the senior credit facility to $20.0 million. |
Fair_Value_of_Financial_Instru
Fair Value of Financial Instruments | 6 Months Ended |
Jun. 30, 2014 | |
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 repaid the remaining balance of our bank debt in December 2013, and had no debt outstanding as of June 30, 2014. We consider the factors used in determining the fair value of debt to be Level 3 inputs (significant unobservable inputs). | |
We had business acquisition obligations of $0.2 million and $3.2 million as of June 30, 2014 and December 31, 2013, respectively, 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 | 6 Months Ended |
Jun. 30, 2014 | |
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. |
Income_Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2014 | |
Income Tax Disclosure [Abstract] | ' |
Income Taxes | ' |
Income Taxes | |
Reported income tax expense in each period primarily results from taxes on the income of foreign subsidiaries. The effective tax rates generally differ from the expected tax rate due primarily to the Company’s deferred tax asset valuation allowance on the domestic earnings and taxes on income of foreign subsidiaries. | |
In the six months ended June 30, 2013, we partially offset these foreign income taxes by reversing $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. |
Subsequent_Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2014 | |
Subsequent Events [Abstract] | ' |
Subsequent Events | ' |
Subsequent Events | |
On August 7, 2014, the Company entered into an amendment of the SunTrust credit facility that provided a waiver of the non-compliance with the minimum Consolidated Adjusted EBITDA covenant for the quarter ended June 30, 2014, reduced the minimum Consolidated Adjusted EBITDA requirement to $12.0 million, modified the Fixed Charge Coverage Ratio definition for the quarter ending September 30, 2014 by excluding certain payments, and reduced the maximum borrowing amount under the senior credit facility to $20.0 million. | |
From the February 2014 announcement through August 6, 2014, the Company repurchased a total of 2,556,727 shares of common stock under its stock repurchase program for an aggregate purchase price of $16.4 million. |
Basis_of_Presentation_Policies
Basis of Presentation (Policies) | 6 Months Ended |
Jun. 30, 2014 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' |
Basis of Accounting, Policy [Policy 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 six-month periods ended June 30, 2014 are not necessarily indicative of the results that may be expected for the year ending December 31, 2014. | |
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, 2013. | |
Certain reclassifications have been made to the prior period financial statements, including the notes thereto, to conform to the presentation changes described below. | |
Beginning with the second quarter of 2014, we reclassified certain information technology expenses within our Recovery Audit Services — Americas segment from Selling, General and Administrative expenses to Cost of Revenue to better reflect the nature of the work performed. | |
Beginning with the first quarter of 2014, we present the former New Services segment as two separate segments: Adjacent Services, which were formerly referred to as Profit Optimization services, and Healthcare Claims Recovery Audit Services. We have revised the presentation of our operating segments and related information in Note D - Operating Segments and Related Information. Also beginning with the first quarter of 2014, we reclassified certain expenses within the Recovery Audit Services — Europe/Asia-Pacific segment from Cost of Revenue to Selling, General and Administrative expenses to better reflect costs associated with new business development efforts. | |
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." | |
Unbilled Receivables | ' |
Unbilled Receivables | |
A significant portion of the unbilled receivables presented in the Condensed Consolidated Balance Sheets (Unaudited) 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 $0.1 million and $5.6 million as of June 30, 2014 and December 31, 2013, respectively. As of July 30, 2014, we billed $0.1 million of the unbilled receivables relating to the Medicare RAC program that were outstanding as of June 30, 2014. | |
New Accounting Standards | ' |
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. 2014-09. In May 2014, the FASB issued Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers (Topic 606) (“ASU 2014-09”). ASU 2014-09 supersedes the revenue recognition requirements in Revenue Recognition (Topic 605), and requires an entity to recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the transferring entity expects to be entitled to in exchange for those goods or services. ASU 2014-09 is effective for annual periods beginning after December 15, 2016. Early adoption is not permitted. We are currently undergoing an evaluation of the impact of ASU 2014-09 on our consolidated financial statements. | |
FASB ASC Update No. 2014-08. In April 2014, the FASB issued Accounting Standards Update No. 2014-08, Presentation of Financial Statements (Topic 205) and Property, Plant, and Equipment (Topic 360)—Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity (“ASU 2014-08”). ASU 2014-08 raises the threshold for a disposal to qualify as a discontinued operation and requires new disclosures of both discontinued operations and certain other disposals that do not meet the definition of a discontinued operation. ASU 2014-08 is effective for annual periods beginning on or after December 15, 2014. We do not expect the adoption of ASU No. 2014-08 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) | 6 Months Ended | ||||||||||||||||
Jun. 30, 2014 | |||||||||||||||||
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 (loss) per common share for the three and six months ended June 30, 2014 and 2013 (in thousands, except per share data): | |||||||||||||||||
Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||
Basic earnings (loss) per common share: | 2014 | 2013 | 2014 | 2013 | |||||||||||||
Numerator: | |||||||||||||||||
Net income (loss) | $ | (1,468 | ) | $ | 1,831 | $ | (5,142 | ) | $ | 1,334 | |||||||
Denominator: | |||||||||||||||||
Weighted-average common shares outstanding | 29,733 | 29,053 | 29,945 | 28,912 | |||||||||||||
Basic earnings (loss) per common share | $ | (0.05 | ) | $ | 0.06 | $ | (0.17 | ) | $ | 0.05 | |||||||
Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||
Diluted earnings (loss) per common share: | 2014 | 2013 | 2014 | 2013 | |||||||||||||
Numerator: | |||||||||||||||||
Net income (loss) | $ | (1,468 | ) | $ | 1,831 | $ | (5,142 | ) | $ | 1,334 | |||||||
Denominator: | |||||||||||||||||
Weighted-average common shares outstanding | 29,733 | 29,053 | 29,945 | 28,912 | |||||||||||||
Incremental shares from stock-based compensation plans | — | 383 | — | 454 | |||||||||||||
Denominator for diluted earnings (loss) per common share | 29,733 | 29,436 | 29,945 | 29,366 | |||||||||||||
Diluted earnings (loss) per common share | $ | (0.05 | ) | $ | 0.06 | $ | (0.17 | ) | $ | 0.05 | |||||||
StockBased_Compensation_Tables
Stock-Based Compensation (Tables) | 6 Months Ended | |||||||||||||
Jun. 30, 2014 | ||||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ' | |||||||||||||
Summary of stock option grants | ' | |||||||||||||
The following table summarizes stock option grants during the six months ended June 30, 2014 and 2013: | ||||||||||||||
Grantee | # of | Vesting Period | Weighted | Weighted | ||||||||||
Type | Options | Average | Average Grant | |||||||||||
Granted | Exercise Price | Date Fair Value | ||||||||||||
2014 | ||||||||||||||
Director group | 51,276 | 1 year or less | $ | 6.45 | $ | 1.89 | ||||||||
Employee group (1) | 1,480,000 | 3 years | $ | 6.99 | $ | 1.81 | ||||||||
2013 | ||||||||||||||
Director group | 75,490 | 1 year or less | $ | 5.67 | $ | 2 | ||||||||
Director group | 17,092 | 3 years | $ | 6.83 | $ | 3.76 | ||||||||
Employee group | 438,625 | 3 years | $ | 5.56 | $ | 2.44 | ||||||||
Employee inducement (2) | 20,000 | 3 years | $ | 7.14 | $ | 3.81 | ||||||||
-1 | The exercise price for these options is $6.36 for the options that vest on June 27, 2015, $6.99 for the options that vest on June 27, 2016 and $7.63 for the options that vest on June 27, 2017. | |||||||||||||
-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. | |||||||||||||
Summary of nonvested stock awards granted | ' | |||||||||||||
The following table summarizes nonvested stock awards granted during the six months ended June 30, 2014 and 2013: | ||||||||||||||
Grantee | # of Shares | Vesting Period | Weighted | |||||||||||
Type | Granted | Average Grant | ||||||||||||
Date Fair Value | ||||||||||||||
2014 | ||||||||||||||
Director group | 51,276 | 1 year or less | $ | 6.45 | ||||||||||
Employee group | 120,000 | 3 years | $ | 6.36 | ||||||||||
2013 | ||||||||||||||
Director group | 75,490 | 1 year or less | $ | 5.67 | ||||||||||
Director group | 17,092 | 3 years | $ | 6.83 | ||||||||||
Employee group | 438,625 | 3 years | $ | 5.56 | ||||||||||
Employee inducement (1) | 20,000 | 3 years | $ | 7.14 | ||||||||||
-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. |
Operating_Segments_and_Related1
Operating Segments and Related Information (Tables) | 6 Months Ended | ||||||||||||||||||||||||
Jun. 30, 2014 | |||||||||||||||||||||||||
Segment Reporting [Abstract] | ' | ||||||||||||||||||||||||
Segment information | ' | ||||||||||||||||||||||||
Segment information for the three and six months ended June 30, 2013 has been revised to reflect the change in reportable segments and the presentation of fair value adjustments to acquisition-related contingent consideration. Segment information for the three and six months ended June 30, 2014 and 2013 (in thousands) is as follows: | |||||||||||||||||||||||||
Recovery | Recovery Audit | Adjacent | Healthcare Claims Recovery Audit Services | Corporate | Total | ||||||||||||||||||||
Audit | Services – | Services | Support | ||||||||||||||||||||||
Services – | Europe/Asia- | ||||||||||||||||||||||||
Americas | Pacific | ||||||||||||||||||||||||
Three Months Ended June 30, 2014 | |||||||||||||||||||||||||
Revenue | $ | 27,029 | $ | 12,382 | $ | 2,281 | $ | 289 | $ | — | $ | 41,981 | |||||||||||||
Net loss | $ | (1,468 | ) | ||||||||||||||||||||||
Income tax expense | 186 | ||||||||||||||||||||||||
Interest income, net | (43 | ) | |||||||||||||||||||||||
EBIT | $ | 5,393 | $ | 1,359 | $ | (1,768 | ) | $ | (1,646 | ) | $ | (4,663 | ) | (1,325 | ) | ||||||||||
Depreciation of property and equipment | 1,245 | 149 | 158 | 34 | — | 1,586 | |||||||||||||||||||
Amortization of intangible assets | 501 | 305 | 96 | — | — | 902 | |||||||||||||||||||
EBITDA | 7,139 | 1,813 | (1,514 | ) | (1,612 | ) | (4,663 | ) | 1,163 | ||||||||||||||||
Foreign currency transaction (gains) losses on short-term intercompany balances | (154 | ) | (40 | ) | — | — | 31 | (163 | ) | ||||||||||||||||
Acquisition-related charges | — | — | 230 | — | — | 230 | |||||||||||||||||||
Transformation severance and related expenses | 458 | 483 | 235 | 250 | 128 | 1,554 | |||||||||||||||||||
Stock-based compensation | — | — | — | — | 983 | 983 | |||||||||||||||||||
Adjusted EBITDA | $ | 7,443 | $ | 2,256 | $ | (1,049 | ) | $ | (1,362 | ) | $ | (3,521 | ) | $ | 3,767 | ||||||||||
Recovery | Recovery Audit | Adjacent | Healthcare Claims Recovery Audit Services | Corporate | Total | ||||||||||||||||||||
Audit | Services – | Services | Support | ||||||||||||||||||||||
Services – | Europe/Asia- | ||||||||||||||||||||||||
Americas | Pacific | ||||||||||||||||||||||||
Three Months Ended June 30, 2013 | |||||||||||||||||||||||||
Revenue | $ | 29,392 | $ | 10,770 | $ | 3,137 | $ | 6,906 | $ | — | $ | 50,205 | |||||||||||||
Net income | $ | 1,831 | |||||||||||||||||||||||
Income tax expense | 586 | ||||||||||||||||||||||||
Interest expense, net | 53 | ||||||||||||||||||||||||
EBIT | $ | 6,771 | $ | (74 | ) | $ | (1,336 | ) | $ | 1,705 | $ | (4,596 | ) | 2,470 | |||||||||||
Depreciation of property and equipment | 1,356 | 126 | 154 | 391 | — | 2,027 | |||||||||||||||||||
Amortization of intangible assets | 698 | 452 | 182 | — | — | 1,332 | |||||||||||||||||||
EBITDA | 8,825 | 504 | (1,000 | ) | 2,096 | (4,596 | ) | 5,829 | |||||||||||||||||
Foreign currency transaction (gains) losses on short-term intercompany balances | 171 | 69 | — | — | (15 | ) | 225 | ||||||||||||||||||
Acquisition-related charges (benefits) | 315 | (168 | ) | 44 | — | — | 191 | ||||||||||||||||||
Transformation severance and related expenses | 80 | 537 | — | — | — | 617 | |||||||||||||||||||
Stock-based compensation | — | — | — | — | 1,155 | 1,155 | |||||||||||||||||||
Adjusted EBITDA | $ | 9,391 | $ | 942 | $ | (956 | ) | $ | 2,096 | $ | (3,456 | ) | $ | 8,017 | |||||||||||
Recovery | Recovery Audit | Adjacent | Healthcare Claims Recovery Audit Services | Corporate | Total | ||||||||||||||||||||
Audit | Services – | Services | Support | ||||||||||||||||||||||
Services – | Europe/Asia- | ||||||||||||||||||||||||
Americas | Pacific | ||||||||||||||||||||||||
Six Months Ended June 30, 2014 | |||||||||||||||||||||||||
Revenue | $ | 51,827 | $ | 22,084 | $ | 4,564 | $ | 1,407 | $ | — | $ | 79,882 | |||||||||||||
Net loss | $ | (5,142 | ) | ||||||||||||||||||||||
Income tax expense | 299 | ||||||||||||||||||||||||
Interest expense, net | 11 | ||||||||||||||||||||||||
EBIT | $ | 9,477 | $ | 1,460 | $ | (3,342 | ) | $ | (3,652 | ) | $ | (8,775 | ) | (4,832 | ) | ||||||||||
Depreciation of property and equipment | 2,501 | 295 | 318 | 154 | — | 3,268 | |||||||||||||||||||
Amortization of intangible assets | 1,001 | 612 | 192 | — | — | 1,805 | |||||||||||||||||||
EBITDA | 12,979 | 2,367 | (2,832 | ) | (3,498 | ) | (8,775 | ) | 241 | ||||||||||||||||
Foreign currency transaction (gains) losses on short-term intercompany balances | (44 | ) | (113 | ) | — | — | 9 | (148 | ) | ||||||||||||||||
Acquisition-related charges | — | — | 249 | — | — | 249 | |||||||||||||||||||
Transformation severance and related expenses | 466 | 562 | 378 | 405 | 128 | 1,939 | |||||||||||||||||||
Stock-based compensation | — | — | — | — | 2,004 | 2,004 | |||||||||||||||||||
Adjusted EBITDA | $ | 13,401 | $ | 2,816 | $ | (2,205 | ) | $ | (3,093 | ) | $ | (6,634 | ) | $ | 4,285 | ||||||||||
Recovery | Recovery Audit | Adjacent | Healthcare Claims Recovery Audit Services | Corporate | Total | ||||||||||||||||||||
Audit | Services – | Services | Support | ||||||||||||||||||||||
Services – | Europe/Asia- | ||||||||||||||||||||||||
Americas | Pacific | ||||||||||||||||||||||||
Six Months Ended June 30, 2013 | |||||||||||||||||||||||||
Revenue | $ | 55,634 | $ | 21,787 | $ | 7,080 | $ | 10,805 | $ | — | $ | 95,306 | |||||||||||||
Net income | $ | 1,334 | |||||||||||||||||||||||
Income tax expense | 642 | ||||||||||||||||||||||||
Interest income, net | (164 | ) | |||||||||||||||||||||||
EBIT | $ | 12,225 | $ | 367 | $ | (1,647 | ) | $ | 855 | $ | (9,988 | ) | 1,812 | ||||||||||||
Depreciation of property and equipment | 2,724 | 238 | 309 | 764 | — | 4,035 | |||||||||||||||||||
Amortization of intangible assets | 1,396 | 848 | 364 | — | — | 2,608 | |||||||||||||||||||
EBITDA | 16,345 | 1,453 | (974 | ) | 1,619 | (9,988 | ) | 8,455 | |||||||||||||||||
Foreign currency transaction (gains) losses on short-term intercompany balances | 223 | 375 | — | — | (16 | ) | 582 | ||||||||||||||||||
Acquisition-related charges (benefits) | 325 | (900 | ) | 100 | — | — | (475 | ) | |||||||||||||||||
Transformation severance and related expenses | 80 | 537 | — | — | — | 617 | |||||||||||||||||||
Stock-based compensation | — | — | — | — | 2,473 | 2,473 | |||||||||||||||||||
Adjusted EBITDA | $ | 16,973 | $ | 1,465 | $ | (874 | ) | $ | 1,619 | $ | (7,531 | ) | $ | 11,652 | |||||||||||
Basis_of_Presentation_Details
Basis of Presentation (Details) (Medicare RAC [Member], USD $) | Jun. 30, 2014 | Dec. 31, 2013 | Jul. 30, 2014 |
In Millions, unless otherwise specified | Subsequent event [Member] | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ' | ' | ' |
Unbilled receivables, net of related reserves | $0.10 | $5.60 | ' |
Billing of previously unbilled receivables | ' | ' | $0.10 |
Earnings_Per_Common_Share_Deta
Earnings Per Common Share (Details) (USD $) | 3 Months Ended | 6 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 |
Numerator: | ' | ' | ' | ' |
Net income (loss) | ($1,468) | $1,831 | ($5,142) | $1,334 |
Denominator: | ' | ' | ' | ' |
Weighted-average common shares outstanding (shares) | 29,733 | 29,053 | 29,945 | 28,912 |
Earnings Per Share, Basic | ($0.05) | $0.06 | ($0.17) | $0.05 |
Numerator: | ' | ' | ' | ' |
Net income (loss) | ($1,468) | $1,831 | ($5,142) | $1,334 |
Denominator: | ' | ' | ' | ' |
Weighted-average common shares outstanding (shares) | 29,733 | 29,053 | 29,945 | 28,912 |
Incremental shares from stock-based compensation plans (shares) | 0 | 383 | 0 | 454 |
Denominator for diluted earnings (loss) per common share (shares) | 29,733 | 29,436 | 29,945 | 29,366 |
Earnings Per Share, Diluted | ($0.05) | $0.06 | ($0.17) | $0.05 |
Earnings_Per_Common_Share_Deta1
Earnings Per Common Share (Details Textual) (USD $) | 0 Months Ended | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||
Jan. 08, 2013 | Dec. 11, 2012 | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share and Other Significant Changes in Shares [Line Items] | ' | ' | ' | ' | ' | ' |
Number of common shares in the basic and diluted earnings per common share (shares) | ' | ' | 500,000 | 800,000 | 500,000 | 800,000 |
Nonvested restricted share (shares) | ' | ' | 100,000 | 200,000 | 100,000 | 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 | $4,100,000 | $14,700,000 | ' | ' | $0 | $4,118,000 |
Additional shares, overallotment option (shares) | 687,385 | ' | ' | ' | ' | ' |
Business Strategy, Inc. [Member] | ' | ' | ' | ' | ' | ' |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share and Other Significant Changes in Shares [Line Items] | ' | ' | ' | ' | ' | ' |
Business combination, consideration paid in common stock, shares | ' | ' | ' | ' | 187,620 | 217,155 |
Business combination, consideration paid in common stock, value | ' | ' | ' | ' | $1,300,000 | $1,400,000 |
Non-qualified Option [Member] | ' | ' | ' | ' | ' | ' |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share and Other Significant Changes in Shares [Line Items] | ' | ' | ' | ' | ' | ' |
Weighted average shares outstanding excludes anti-dilutive shares underlying options (shares) (less than 0.1 million) | ' | ' | 3,800,000 | 1,800,000 | 3,800,000 | 1,800,000 |
Performance Unit [Member] | ' | ' | ' | ' | ' | ' |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share and Other Significant Changes in Shares [Line Items] | ' | ' | ' | ' | ' | ' |
Weighted average shares outstanding excludes anti-dilutive shares underlying options (shares) (less than 0.1 million) | ' | ' | 100,000 | 0 | 100,000 | 0 |
StockBased_Compensation_Detail
Stock-Based Compensation (Details) (USD $) | 3 Months Ended | 6 Months Ended | 12 Months Ended | 25 Months Ended | 38 Months Ended | 6 Months Ended | ||||||||||||||
Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 27, 2015 | Jul. 27, 2016 | Aug. 27, 2017 | Jun. 30, 2013 | ||||||
Director group [Member] | Director group [Member] | Director group [Member] | Director Group 1 [Member] | Employee [Member] | Employee [Member] | Employee [Member] | Employee [Member] | Employee [Member] | Employee [Member] | Employee inducement [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] | ||||||||||||
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||||
Earnings Per Share, Basic | ($0.05) | $0.06 | ($0.17) | $0.05 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||||
Summary of stock option grants | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||||
Grantee Type | ' | ' | ' | ' | ' | 'Director group | 'Director group | 'Director group | ' | 'Employee group (1) | [1] | 'Employee group | ' | ' | ' | 'Employee inducement (2) | [2] | |||
No. of Options Granted (shares) | ' | ' | ' | ' | ' | 51,276 | 75,490 | 17,092 | ' | 1,480,000 | [1] | 438,625 | ' | ' | ' | 20,000 | [2] | |||
Vesting Period | ' | ' | ' | ' | ' | '1 year or less | '1 year or less | ' | ' | ' | ' | ' | ' | ' | ' | |||||
Vesting Period | ' | ' | ' | ' | '1 year | ' | ' | '3 years | '3 years | '3 years | [1] | '3 years | ' | ' | ' | '3 years | [2] | |||
Weighted Average Exercise Price (usd per share) | ' | ' | ' | ' | ' | $6.45 | $5.67 | $6.83 | ' | $6.99 | [1] | $5.56 | $6.36 | [1] | $6.99 | [1] | $7.63 | [1] | $7.14 | [2] |
Weighted Average Grant Date Fair Value (usd per share) | ' | ' | ' | ' | ' | $1.89 | $2 | $3.76 | ' | $1.81 | [1] | $2.44 | ' | ' | ' | $3.81 | [2] | |||
[1] | (1)The exercise price for these options is $6.36 for the options that vest on June 27, 2015, $6.99 for the options that vest on June 27, 2016 and $7.63 for the options that vest on June 27, 2017. | |||||||||||||||||||
[2] | (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 $) | 6 Months Ended | |||
Jun. 30, 2014 | Jun. 30, 2013 | |||
Director group [Member] | ' | ' | ||
Summary of nonvested stock awards granted | ' | ' | ||
Vesting Period | '1 year | ' | ||
Employee [Member] | ' | ' | ||
Summary of nonvested stock awards granted | ' | ' | ||
Vesting Period | '3 years | ' | ||
2008 Equity Incentive Plan [Member] | Director group [Member] | ' | ' | ||
Summary of nonvested stock awards granted | ' | ' | ||
Vesting Period | '1 year or less | '1 year or less | ||
Weighted Average Grant Date Fair Value (usd per share) | $1.89 | $2 | ||
2008 Equity Incentive Plan [Member] | Director Group 1 [Member] | ' | ' | ||
Summary of nonvested stock awards granted | ' | ' | ||
Vesting Period | ' | '3 years | ||
Weighted Average Grant Date Fair Value (usd per share) | ' | $3.76 | ||
2008 Equity Incentive Plan [Member] | Employee [Member] | ' | ' | ||
Summary of nonvested stock awards granted | ' | ' | ||
Vesting Period | '3 years | [1] | '3 years | |
Weighted Average Grant Date Fair Value (usd per share) | $1.81 | [1] | $2.44 | |
2008 Equity Incentive Plan [Member] | Employee inducement [Member] | ' | ' | ||
Summary of nonvested stock awards granted | ' | ' | ||
Vesting Period | ' | '3 years | [2] | |
Weighted Average Grant Date Fair Value (usd per share) | ' | $3.81 | [2] | |
Restricted Stock and Restricted Stock Units [Member] | ' | ' | ||
Summary of nonvested stock awards granted | ' | ' | ||
No. of Shares Granted (shares) | 0 | ' | ||
Restricted Stock and Restricted Stock Units [Member] | 2008 Equity Incentive Plan [Member] | Director group [Member] | ' | ' | ||
Summary of nonvested stock awards granted | ' | ' | ||
Grantee Type | 'Director group | 'Director group | ||
No. of Shares Granted (shares) | 51,276 | 75,490 | ||
Vesting Period | '1 year or less | '1 year or less | ||
Weighted Average Grant Date Fair Value (usd per share) | $6.45 | $5.67 | ||
Restricted Stock and Restricted Stock Units [Member] | 2008 Equity Incentive Plan [Member] | Director Group 1 [Member] | ' | ' | ||
Summary of nonvested stock awards granted | ' | ' | ||
Grantee Type | ' | 'Director group | ||
No. of Shares Granted (shares) | ' | 17,092 | ||
Vesting Period | ' | '3 years | ||
Weighted Average Grant Date Fair Value (usd per share) | ' | $6.83 | ||
Restricted Stock and Restricted Stock Units [Member] | 2008 Equity Incentive Plan [Member] | Employee [Member] | ' | ' | ||
Summary of nonvested stock awards granted | ' | ' | ||
Grantee Type | 'Employee group | 'Employee group | ||
No. of Shares Granted (shares) | 120,000 | 438,625 | ||
Vesting Period | '3 years | '3 years | ||
Weighted Average Grant Date Fair Value (usd per share) | $6.36 | $5.56 | ||
Restricted Stock and Restricted Stock Units [Member] | 2008 Equity Incentive Plan [Member] | Employee inducement [Member] | ' | ' | ||
Summary of nonvested stock awards granted | ' | ' | ||
Grantee Type | ' | 'Employee inducement (1) | [3] | |
No. of Shares Granted (shares) | ' | 20,000 | [3] | |
Vesting Period | ' | '3 years | [3] | |
Weighted Average Grant Date Fair Value (usd per share) | ' | $7.14 | [3] | |
[1] | (1)The exercise price for these options is $6.36 for the options that vest on June 27, 2015, $6.99 for the options that vest on June 27, 2016 and $7.63 for the options that vest on June 27, 2017. | |||
[2] | (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. | |||
[3] | (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. |
StockBased_Compensation_Detail2
Stock-Based Compensation (Details Textual) (USD $) | 6 Months Ended | 3 Months Ended | 6 Months Ended | 0 Months Ended | 1 Months Ended | 6 Months Ended | 24 Months Ended | 6 Months Ended | ||||||||||||||||||||||
In Millions, except Share data, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 19, 2012 | Jun. 30, 2012 | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | |
compensation_plan | The Plans [Member] | The Plans [Member] | The Plans [Member] | The Plans [Member] | Employee Group [Member] | Employee Group [Member] | Employee Group [Member] | Director Group [Member] | Director Group [Member] | Director Group [Member] | Performance Shares [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] | Stock Options [Member] | Stock Options [Member] | Stock Options [Member] | Stock Options [Member] | Stock Options [Member] | Stock Options [Member] | ||
2008 Equity Incentive Plan [Member] | 2008 Equity Incentive Plan [Member] | 2008 Equity Incentive Plan [Member] | 2008 Equity Incentive Plan [Member] | 2006 Management Incentive Plan [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] | Director Group [Member] | Director Group [Member] | Director [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] | Director [Member] | ||||||||||
officer | executive_officer | 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] | Minimum [Member] | Maximum [Member] | 2008 Equity Incentive Plan [Member] | ||||||||||||||||||||
officer | ||||||||||||||||||||||||||||||
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Number of Officers | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 7 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Stock-Based Compensation (Textual) [Abstract] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Number of shares granted | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0 | ' | 120,000 | 438,625 | 51,276 | 75,490 | ' | ' | ' | ' | ' | ' | ' | |
Number of stock-based compensation plans | 3 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Stock options expiration period | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '6 years | '7 years | ' | ' | |
Stock options vesting period | ' | ' | ' | ' | ' | '3 years | '3 years | [1] | '3 years | '1 year | ' | ' | '3 years | ' | ' | ' | ' | ' | ' | '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 | ' | ' | ' | ' | ' | |
Number of stock options granted (shares) | ' | ' | ' | ' | ' | ' | 1,480,000 | [1] | 438,625 | ' | 51,276 | 75,490 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0 | ' | ' | ' | ' |
Total of performance units were outstanding and fully vested (shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 154,264 | ' | 22,038 | ' | 22,038 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
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) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 22,038 | 52,334 | 115,702 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Number of executive officers that settled performance units in period (executive officers) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 4 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Number of former executive officers that settled performance units in period (executive officers) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Performance 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) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 13,222 | 31,399 | 69,419 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Cash payments for shares settled during period | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0.1 | 0.1 | 0.2 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Selling, general and administrative expenses | ' | 1 | 1.2 | 2 | 2.5 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Unrecognized stock-based compensation expense related to stock options | ' | $7.70 | ' | $7.70 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Weighted-average period for recognizing stock compensation expense | ' | ' | ' | '2 years 4 months 1 day | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
[1] | (1)The exercise price for these options is $6.36 for the options that vest on June 27, 2015, $6.99 for the options that vest on June 27, 2016 and $7.63 for the options that vest on June 27, 2017. |
Operating_Segments_and_Related2
Operating Segments and Related Information (Details Textual) | 6 Months Ended |
Jun. 30, 2014 | |
Segment | |
Segment Reporting Information [Line Items] | ' |
Number of reportable segments | 4 |
New Services [Member] | ' |
Segment Reporting Information [Line Items] | ' |
Number of reportable segments | 2 |
Operating_Segments_and_Related3
Operating Segments and Related Information (Details) (USD $) | 3 Months Ended | 6 Months Ended | ||
In Thousands, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 |
Segment information | ' | ' | ' | ' |
Revenue | $41,981 | $50,205 | $79,882 | $95,306 |
Net income (loss) | -1,468 | 1,831 | -5,142 | 1,334 |
Income tax expense | 186 | 586 | 299 | 642 |
Interest expense (income), net | -43 | 53 | 11 | -164 |
EBIT | -1,325 | 2,470 | -4,832 | 1,812 |
Depreciation of property and equipment | 1,586 | 2,027 | 3,268 | 4,035 |
Amortization of intangible assets | 902 | 1,332 | 1,805 | 2,608 |
EBITDA | 1,163 | 5,829 | 241 | 8,455 |
Foreign currency transaction (gains) losses on short-term intercompany balances | -163 | 225 | -148 | 582 |
Acquisition-related charges | 230 | 191 | 249 | -475 |
Transformation severance and related expenses | 1,554 | 617 | 1,939 | 617 |
Stock-based compensation | 983 | 1,155 | 2,004 | 2,473 |
Adjusted EBITDA | 3,767 | 8,017 | 4,285 | 11,652 |
Recovery Audit Services - Americas [Member] | ' | ' | ' | ' |
Segment information | ' | ' | ' | ' |
Revenue | 27,029 | 29,392 | 51,827 | 55,634 |
EBIT | 5,393 | 6,771 | 9,477 | 12,225 |
Depreciation of property and equipment | 1,245 | 1,356 | 2,501 | 2,724 |
Amortization of intangible assets | 501 | 698 | 1,001 | 1,396 |
EBITDA | 7,139 | 8,825 | 12,979 | 16,345 |
Foreign currency transaction (gains) losses on short-term intercompany balances | -154 | 171 | -44 | 223 |
Acquisition-related charges | ' | 315 | ' | 325 |
Transformation severance and related expenses | 458 | 80 | 466 | 80 |
Adjusted EBITDA | 7,443 | 9,391 | 13,401 | 16,973 |
Recovery Audit Services - Europe/Asia-Pacific [Member] | ' | ' | ' | ' |
Segment information | ' | ' | ' | ' |
Revenue | 12,382 | 10,770 | 22,084 | 21,787 |
EBIT | 1,359 | -74 | 1,460 | 367 |
Depreciation of property and equipment | 149 | 126 | 295 | 238 |
Amortization of intangible assets | 305 | 452 | 612 | 848 |
EBITDA | 1,813 | 504 | 2,367 | 1,453 |
Foreign currency transaction (gains) losses on short-term intercompany balances | -40 | 69 | -113 | 375 |
Acquisition-related charges | ' | -168 | ' | -900 |
Transformation severance and related expenses | 483 | 537 | 562 | 537 |
Adjusted EBITDA | 2,256 | 942 | 2,816 | 1,465 |
Adjacent Services [Member] | ' | ' | ' | ' |
Segment information | ' | ' | ' | ' |
Revenue | 2,281 | 3,137 | 4,564 | 7,080 |
EBIT | -1,768 | -1,336 | -3,342 | -1,647 |
Depreciation of property and equipment | 158 | 154 | 318 | 309 |
Amortization of intangible assets | 96 | 182 | 192 | 364 |
EBITDA | -1,514 | -1,000 | -2,832 | -974 |
Acquisition-related charges | 230 | 44 | 249 | 100 |
Transformation severance and related expenses | 235 | 0 | 378 | 0 |
Adjusted EBITDA | -1,049 | -956 | -2,205 | -874 |
Healthcare Claims Recovery Audit Services [Member] | ' | ' | ' | ' |
Segment information | ' | ' | ' | ' |
Revenue | 289 | 6,906 | 1,407 | 10,805 |
EBIT | -1,646 | 1,705 | -3,652 | 855 |
Depreciation of property and equipment | 34 | 391 | 154 | 764 |
EBITDA | -1,612 | 2,096 | -3,498 | 1,619 |
Transformation severance and related expenses | 250 | 0 | 405 | 0 |
Adjusted EBITDA | -1,362 | 2,096 | -3,093 | 1,619 |
Corporate Support [Member] | ' | ' | ' | ' |
Segment information | ' | ' | ' | ' |
EBIT | -4,663 | -4,596 | -8,775 | -9,988 |
EBITDA | -4,663 | -4,596 | -8,775 | -9,988 |
Foreign currency transaction (gains) losses on short-term intercompany balances | 31 | -15 | 9 | -16 |
Transformation severance and related expenses | 128 | ' | 128 | ' |
Stock-based compensation | 983 | 1,155 | 2,004 | 2,473 |
Adjusted EBITDA | ($3,521) | ($3,456) | ($6,634) | ($7,531) |
Cash_and_Cash_Equivalents_Deta
Cash and Cash Equivalents (Details) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 |
In Millions, unless otherwise specified | ||
Line of Credit Facility [Line Items] | ' | ' |
Cash and cash equivalents included short-term investments | $15 | $24.60 |
Foreign Banks [Member] | ' | ' |
Line of Credit Facility [Line Items] | ' | ' |
Cash and cash equivalents included short-term investments | $4.10 | $4.40 |
Debt_Details_Textual
Debt (Details Textual) (USD $) | 6 Months Ended | 6 Months Ended | 0 Months Ended | 6 Months Ended | ||||||||
Jun. 30, 2014 | Jan. 17, 2014 | Jun. 30, 2014 | Jan. 19, 2010 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jan. 17, 2014 | Jan. 19, 2010 | Aug. 07, 2014 | Aug. 06, 2014 | |
SunTrust Bank [Member] | Sun Trust Term Loan [Member] | Sun Trust Term Loan [Member] | Sun Trust Term Loan [Member] | Sun Trust Term Loan [Member] | Sun Trust Revolving Credit Facility [Member] | Sun Trust Revolving Credit Facility [Member] | Sun Trust Revolving Credit Facility [Member] | Sun Trust Revolving Credit Facility [Member] | Sun Trust Revolving Credit Facility [Member] | |||
Minimum [Member] | Maximum [Member] | Subsequent event [Member] | Subsequent event [Member] | |||||||||
Line of Credit Facility [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Four-year revolving credit and term loan agreement | ' | ' | 19-Jan-10 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Period of term loan and the revolving credit facility | ' | ' | '4 years | '4 years | ' | ' | ' | ' | ' | ' | ' | ' |
First payment on the term loan | ' | ' | ' | ' | 31-Mar-10 | ' | ' | ' | ' | ' | ' | ' |
Committed revolving credit facility | ' | ' | ' | $15,000,000 | ' | ' | ' | $25,000,000 | $25,000,000 | $15,000,000 | ' | $20,000,000 |
Committed term loan | ' | ' | ' | 15,000,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Revolving credit facility outstanding | ' | ' | ' | ' | ' | ' | ' | 0 | ' | ' | ' | ' |
Term loan requires quarterly principal payments | ' | ' | ' | ' | 800,000 | ' | ' | ' | ' | ' | ' | ' |
Frequency of payment | ' | ' | 'Monthly | ' | 'Quarterly | ' | ' | ' | ' | ' | ' | ' |
Term loan final principal payment | ' | ' | ' | ' | 3,000,000 | ' | ' | ' | ' | ' | ' | ' |
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% | 3.50% | 1.75% | ' | ' | ' | ' |
Revolving credit facility and term loan interest rate (percent) | ' | 1.75% | ' | ' | ' | ' | ' | 1.90% | ' | ' | ' | ' |
Revolving credit facility commitment fee (percent) | ' | ' | ' | ' | ' | ' | ' | 0.50% | ' | ' | ' | ' |
Credit facility, covenant compliance | 'The SunTrust credit facility as amended requires, as of the end of each fiscal quarter, the Company to have achieved Consolidated Adjusted EBITDA (as defined in the agreement) of at least $18.0 million for the immediately preceding four quarters. As of June 30, 2014, the Company's Consolidated Adjusted EBITDA for the preceding four quarters was $17.0 million, and therefore the Company was not in compliance with the covenant, although there were no amounts outstanding under the credit facility as of that date. On August 7, 2014, the Company entered into an amendment of the SunTrust credit facility that provided a waiver of the non-compliance with the minimum Consolidated Adjusted EBITDA covenant for the quarter ended June 30, 2014, reduced the minimum Consolidated Adjusted EBITDA requirement to $12.0 million, modified the Fixed Charge Coverage Ratio definition for the quarter ending September 30, 2014 by excluding certain payments, and reduced the maximum borrowing amount under the senior credit facility to $20.0 million. | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Credit facility, covenant for minimum adjusted EBITDA | ' | ' | ' | ' | ' | ' | ' | 18,000,000 | ' | ' | 12,000,000 | 12,000,000 |
Credit facility, covenant, adjusted EBITDA, actual | ' | ' | ' | ' | ' | ' | ' | $17,000,000 | ' | ' | ' | ' |
Fair_Value_of_Financial_Instru1
Fair Value of Financial Instruments (Details) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 |
Bank Loan Obligations [Member] | ' | ' |
Fair Value of Financial Instruments (Textual) [Abstract] | ' | ' |
Fair value of long term debt | $0 | ' |
Business Acquisition Obligations [Member] | ' | ' |
Fair Value of Financial Instruments (Textual) [Abstract] | ' | ' |
Fair value of long term debt | $200,000 | $3,200,000 |
Income_Taxes_Details
Income Taxes (Details) (USD $) | Jun. 30, 2013 |
In Millions, unless otherwise specified | |
Income Tax Disclosure [Abstract] | ' |
Reversed foreign income taxes accruals | $0.50 |
Subsequent_Events_Details
Subsequent Events (Details) (USD $) | Jun. 30, 2014 | Jan. 17, 2014 | Jan. 19, 2010 | Aug. 06, 2014 | Aug. 07, 2014 | Aug. 06, 2014 |
Sun Trust Revolving Credit Facility [Member] | Sun Trust Revolving Credit Facility [Member] | Sun Trust Revolving Credit Facility [Member] | Subsequent event [Member] | Subsequent event [Member] | Subsequent event [Member] | |
Sun Trust Revolving Credit Facility [Member] | Sun Trust Revolving Credit Facility [Member] | |||||
Subsequent Event [Line Items] | ' | ' | ' | ' | ' | ' |
Credit facility, covenant for minimum adjusted EBITDA | $18,000,000 | ' | ' | ' | $12,000,000 | $12,000,000 |
Credit facility, maximum borrowing capacity | 25,000,000 | 25,000,000 | 15,000,000 | ' | ' | 20,000,000 |
Common stock repurchased, shares | ' | ' | ' | 2,556,727 | ' | ' |
Common stock repurchased, value | ' | ' | ' | $16,400,000 | ' | ' |