Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2015 | Aug. 05, 2015 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | PRGX GLOBAL, INC. | |
Entity Central Index Key | 1,007,330 | |
Document Type | 10-Q | |
Document Period End Date | Jun. 30, 2015 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2,015 | |
Document Fiscal Period Focus | Q2 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 24,115,152 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Income Statement [Abstract] | ||||
Revenue | $ 37,289 | $ 41,981 | $ 70,421 | $ 79,882 |
Operating expenses: | ||||
Cost of revenue | 24,920 | 29,944 | 48,698 | 58,776 |
Selling, general and administrative expenses | 9,387 | 11,037 | 17,556 | 21,013 |
Depreciation of property and equipment | 1,304 | 1,586 | 2,596 | 3,268 |
Amortization of intangible assets | 754 | 902 | 1,500 | 1,805 |
Total operating expenses | 36,365 | 43,469 | 70,350 | 84,862 |
Operating income (loss) | 924 | (1,488) | 71 | (4,980) |
Foreign currency transaction (gains) losses on short-term intercompany balances | (416) | (163) | 1,276 | (148) |
Interest expense (income), net | (53) | (43) | (95) | 11 |
Income (loss) before income taxes | 1,393 | (1,282) | (1,110) | (4,843) |
Income tax expense | 296 | 186 | 751 | 299 |
Net income (loss) | $ 1,097 | $ (1,468) | $ (1,861) | $ (5,142) |
Basic earnings (loss) per common share (Note B) (usd per share) | $ 0.04 | $ (0.05) | $ (0.07) | $ (0.17) |
Diluted earnings (loss) per common share (Note B) (usd per share) | $ 0.04 | $ (0.05) | $ (0.07) | $ (0.17) |
Weighted-average common shares outstanding (Note B): | ||||
Basic (shares) | 26,497 | 29,733 | 26,446 | 29,945 |
Diluted (shares) | 26,553 | 29,733 | 26,446 | 29,945 |
Condensed Consolidated Stateme3
Condensed Consolidated Statements of Comprehensive Income (Loss) (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Comprehensive Income (Loss), Net of Tax, Attributable to Parent [Abstract] | ||||
Net income (loss) | $ 1,097 | $ (1,468) | $ (1,861) | $ (5,142) |
Foreign currency translation adjustments | 183 | 577 | 152 | 507 |
Comprehensive income (loss) | $ 1,280 | $ (891) | $ (1,709) | $ (4,635) |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 |
Current assets: | ||
Cash and cash equivalents (Note E) | $ 19,682 | $ 25,735 |
Restricted cash | 162 | 53 |
Contract receivables, less allowances of $1,984 in 2015 and $2,243 in 2014: | ||
Billed | 26,845 | 32,373 |
Unbilled | 1,690 | 2,809 |
Receivables Net | 28,535 | 35,182 |
Employee advances and miscellaneous receivables, less allowances of $782 in 2015 and $692 in 2014 | 1,630 | 1,993 |
Total receivables | 30,165 | 37,175 |
Prepaid expenses and other current assets | 4,252 | 3,421 |
Total current assets | 54,261 | 66,384 |
Property and equipment | 57,861 | 56,174 |
Less accumulated depreciation and amortization | (46,096) | (43,954) |
Property and equipment, net | 11,765 | 12,220 |
Goodwill | 13,043 | 13,036 |
Intangible assets, less accumulated amortization of $35,560 in 2015 and $33,973 in 2014 | 7,932 | 9,439 |
Noncurrent portion of unbilled receivables | 825 | 1,196 |
Other assets | 561 | 507 |
Total assets | 88,387 | 102,782 |
Current liabilities: | ||
Accounts payable and accrued expenses | 7,130 | 7,397 |
Accrued payroll and related expenses | 11,508 | 15,415 |
Refund liabilities | 5,080 | 5,393 |
Deferred revenue | 1,821 | 2,173 |
Other current liabilities | 282 | 0 |
Total current liabilities | 25,821 | 30,378 |
Noncurrent refund liabilities | 726 | 857 |
Other long-term liabilities | 531 | 561 |
Total liabilities | $ 27,078 | $ 31,796 |
Commitments and contingencies (Note H) | ||
Shareholders’ equity (Note B): | ||
Common stock, no par value; $.01 stated value per share. Authorized 50,000,000 shares; 24,615,200 shares issued and outstanding at June 30, 2015 and 26,762,861 shares issued and outstanding at December 31, 2014 | $ 246 | $ 268 |
Additional paid-in capital | 582,121 | 590,067 |
Accumulated deficit | (522,773) | (520,912) |
Accumulated other comprehensive income | 1,715 | 1,563 |
Total shareholders’ equity | 61,309 | 70,986 |
Total liabilities and shareholders' equity | $ 88,387 | $ 102,782 |
Condensed Consolidated Balance5
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 |
Statement of Financial Position [Abstract] | ||
Allowances for contract receivables | $ 1,984 | $ 2,243 |
Allowances for employee advances and miscellaneous receivables | 782 | 692 |
Accumulated amortization on intangible assets | $ 35,560 | $ 33,973 |
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) | 24,615,200 | 26,762,861 |
Common stock, shares outstanding (shares) | 24,615,200 | 26,762,861 |
Condensed Consolidated Stateme6
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2015 | Jun. 30, 2014 | |
Cash flows from operating activities: | ||
Net income (loss) | $ (1,861) | $ (5,142) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Depreciation and amortization | 4,096 | 5,073 |
Amortization of deferred loan costs | 0 | 39 |
Stock-based compensation expense | 3,149 | 2,004 |
Deferred income taxes | 191 | (418) |
Foreign currency transaction (gains) losses on short-term intercompany balances | 1,276 | (148) |
Changes in operating assets and liabilities: | ||
Restricted cash | (109) | (137) |
Billed receivables | 4,903 | 360 |
Unbilled receivables | 1,490 | 7,372 |
Prepaid expenses and other current assets | (513) | 248 |
Other assets | 31 | (7) |
Accounts payable and accrued expenses | (234) | (659) |
Accrued payroll and related expenses | (4,133) | (2,243) |
Refund liabilities | (444) | (979) |
Deferred revenue | (351) | 229 |
Noncurrent compensation obligations | 0 | 184 |
Other long-term liabilities | (9) | 76 |
Net cash provided by operating activities | 7,482 | 5,852 |
Cash flows from investing activities: | ||
Purchases of property and equipment, net of disposal proceeds | (2,197) | (2,333) |
Net cash used in investing activities | (2,197) | (2,333) |
Cash flows from financing activities: | ||
Payment of deferred loan costs | 0 | (91) |
Restricted stock repurchased from employees for withholding taxes | (280) | (491) |
Proceeds from option exercises | 45 | 2,328 |
Payments of deferred acquisition consideration | 0 | (1,978) |
Repurchase of common stock | (10,340) | (10,998) |
Net cash used in financing activities | (10,575) | (11,230) |
Effect of exchange rates on cash and cash equivalents | (763) | 378 |
Net decrease in cash and cash equivalents | (6,053) | (7,333) |
Cash and cash equivalents at beginning of period | 25,735 | 43,700 |
Cash and cash equivalents at end of period | 19,682 | 36,367 |
Supplemental disclosure of cash flow information: | ||
Cash paid during the period for interest | 14 | 48 |
Cash paid during the period for income taxes, net of refunds received | $ 449 | $ 1,377 |
Basis of Presentation
Basis of Presentation | 6 Months Ended |
Jun. 30, 2015 | |
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, 2015 are not necessarily indicative of the results that may be expected for the year ending December 31, 2015 . 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, 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. 2015-03. In April 2015, the FASB issued Accounting Standards Update No. 2015-03, Interest—Imputation of Interest (Subtopic 835-30) (“ASU 2015-03”). ASU 2015-03 simplifies presentation of debt issuance costs by requiring that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. ASU 2015-03 is effective for annual periods beginning after December 15, 2015 with early adoption permitted. The guidance also requires retrospective application to all prior periods presented. We are currently evaluating the impact of ASU 2015-03 on our consolidated financial statements. FASB ASC Update No. 2014-15. In August 2014, the FASB issued Accounting Standards Update No. 2014-15, Presentation of Financial Statements—Going Concern (Subtopic 205-40) (“ASU 2014-15”). ASU 2014-15 provides guidance on management's responsibility to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern and related disclosure requirements. ASU 2014-15 is effective for annual periods beginning after December 15, 2016 with early adoption permitted. We do not expect the adoption of ASU 2014-15 to have a material impact on our consolidated financial statements. 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 in exchange for those goods or services. ASU 2014-09 allows for adoption using either of two methods; retrospectively to each prior reporting period presented or retrospectively with the cumulative effect of application recognized at the date of initial adoption. It is effective for annual periods beginning after December 15, 2016. Early adoption is not permitted. On July 9, 2015, the FASB voted to approve a one-year deferral of the effective date of ASU 2014-09. The FASB expects to issue its final ASU formally amending the effective date by the end of the third quarter of 2015. We are currently evaluating the impact of ASU 2014-09 on our consolidated financial statements. |
Earnings Per Common Share
Earnings Per Common Share | 6 Months Ended |
Jun. 30, 2015 | |
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, 2015 and 2014 (in thousands, except per share data): Three Months Ended June 30, Six Months Ended June 30, Basic earnings (loss) per common share: 2015 2014 2015 2014 Numerator: Net income (loss) $ 1,097 $ (1,468 ) $ (1,861 ) $ (5,142 ) Denominator: Weighted-average common shares outstanding 26,497 29,733 26,446 29,945 Basic earnings (loss) per common share $ 0.04 $ (0.05 ) $ (0.07 ) $ (0.17 ) Three Months Ended June 30, Six Months Ended June 30, Diluted earnings (loss) per common share: 2015 2014 2015 2014 Numerator: Net income (loss) $ 1,097 $ (1,468 ) $ (1,861 ) $ (5,142 ) Denominator: Weighted-average common shares outstanding 26,497 29,733 26,446 29,945 Incremental shares from stock-based compensation plans 56 — — — Denominator for diluted earnings (loss) per common share 26,553 29,733 26,446 29,945 Diluted earnings (loss) per common share $ 0.04 $ (0.05 ) $ (0.07 ) $ (0.17 ) For the three and six months ended June 30, 2015 , weighted-average common shares outstanding excludes from the computation of diluted earnings (loss) per common share antidilutive shares underlying options that totaled 3.5 million shares. For the three and six months ended June 30, 2014 , weighted-average common shares outstanding excludes from the computation of diluted earnings (loss) per common share antidilutive shares underlying options that totaled 3.8 million shares and antidilutive Performance Units related to the Company's 2006 Management Incentive Plan that totaled less than 0.1 million shares. As a result of the net loss for the three months ended June 30, 2014 and the six months ended June 30, 2015 and June 30, 2014 , all shares underlying stock options and Performance Units were considered antidilutive for such periods. The number of common shares used in the basic and diluted earnings (loss) per common share computations include nonvested restricted shares of 0.4 million and 0.5 million for the three and six months ended June 30, 2015 and 2014 , respectively, and nonvested restricted share units that we consider to be participating securities of 1.4 million and 0.1 million for the three and six months ended June 30, 2015 and 2014 , respectively. We repurchased 1,046,828 shares of our common stock during the three months ended June 30, 2015 for $4.9 million , and 2,176,760 shares of our common stock during the six months ended June 30, 2015 for $10.3 million . We repurchased 1,697,560 shares of our common stock during the three months ended June 30, 2014 for $11.0 million , and 1,704,260 shares of our common stock during the six months ended June 30, 2014 for $11.0 million . Pursuant to exercises of outstanding stock options, we issued no shares of our common stock in the three months ended June 30, 2015 and 12,863 shares of our common stock having a value of less than $0.1 million in the six months ended June 30, 2015 . We issued 41,071 shares of our common stock having a value of less than $0.1 million in the three months ended June 30, 2014 and 604,585 shares of our common stock having a value of $2.3 million in the six months ended June 30, 2014 . Stock option exercises during the six-month period ended June 30, 2014 primarily consisted of exercises by a former executive officer of the Company. 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 . There were no shares issued to satisfy business acquisition obligations in the six months ended June 30, 2015 . |
Stock-Based Compensation
Stock-Based Compensation | 6 Months Ended |
Jun. 30, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock-Based Compensation | Stock-Based Compensation The Company currently has two stock-based compensation plans: (1) the 2006 Management Incentive Plan (“2006 MIP”) and (2) 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, 2014 . For all periods presented herein, awards outside the Plans are referred to as inducement awards. 2008 EIP Awards and Inducement 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 six months ended June 30, 2015 and 2014 : Grantee Type # of Options Granted Vesting Period Weighted Average Exercise Price Weighted Average Grant Date Fair Value 2015 Director 249,273 1 year or less $ 4.49 $ 2.44 Director 17,092 3 years $ 3.99 $ 1.33 Employee inducements (1) 135,000 3 years $ 5.51 $ 1.42 2014 Director 51,276 1 year or less $ 6.45 $ 1.89 Employee group (2) 1,480,000 3 years $ 6.99 $ 1.81 (1) The Company granted non-qualified stock options outside its existing stock-based compensation plans in the first six months of 2015 to three employees in connection with the employees joining the Company. (2) 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. Nonvested stock awards, including both restricted stock and restricted stock units, granted under the 2008 EIP 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 with time-based vesting criteria vest in equal annual increments over the vesting period, which typically is three years for employees and one year for directors. Nonvested stock awards with performance-based vesting criteria vest in accordance with specific performance criteria associated with the awards. The following table summarizes nonvested stock awards granted during the six months ended June 30, 2015 and 2014 : Grantee Type # of Shares Granted Vesting Period Weighted Average Grant Date Fair Value 2015 Director 4,273 1 year or less $ 4.02 Director 17,092 3 years $ 3.99 Employee group (1) 1,325,000 2 years $ 4.00 Employee inducements (2) 10,000 3 years $ 5.29 2014 Director group 51,276 1 year or less $ 6.45 Employee group 120,000 3 years $ 6.36 (1) The Company granted nonvested performance-based stock awards (restricted stock units) in the first quarter of 2015 to eight executive officers. (2) The Company granted nonvested stock awards (restricted stock) outside its existing stock-based compensation plans in the first quarter of 2015 to two employees in connection with the employees joining the Company. 2006 MIP Performance Units On June 19, 2012, seven executive 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 were 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, 2015 , an aggregate of 16,530 Performance Units were settled, which resulted in the issuance of 9,918 shares of common stock and cash payments of less than $0.1 million . There were 6,198 and 13,222 shares issued during the second quarters of 2015 and 2014, respectively. Since the June 19, 2012 grant date to June 30, 2015, an aggregate of 137,740 Performance Units were settled by two current executive officers and four 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 79,356 shares of common stock and cash payments totaling $0.3 million . As of June 30, 2015 , no Performance Units were outstanding. Performance-Based Restricted Stock Units On March 30, 2015, eight executive officers of the Company were granted 1,325,000 performance-based restricted stock units (“PBUs”) under the 2008 EIP. Upon vesting, the PBUs will be settled by the issuance of Company common stock equal to 50% of the number of PBUs being settled and the payment of cash in an amount equal to 50% of the fair market value of that number of shares of common stock equal to the number of PBUs being settled. The PBUs vest and become payable based on the cumulative adjusted EBITDA that the Company (excluding the Healthcare Claims Recovery Audit business) achieves for the two -year performance period ending December 31, 2016. At the threshold performance level, 35% of the PBUs will become vested and payable; at the target performance level, 100% of the PBUs will become vested and payable; and at the maximum performance level, 200% of the PBUs will become vested and payable. If performance falls between the stated performance levels, the percentage of PBUs that shall become vested and payable will be based on straight line interpolation between such stated performance levels (although the PBUs may not become vested and payable for more than 200% of the PBUs and no PBUs shall become vested and payable if performance does not equal or exceed the threshold performance level). Selling, general and administrative expenses for the three months ended June 30, 2015 and 2014 include $2.0 million and $1.0 million , respectively, related to stock-based compensation charges. Selling, general and administration expenses for the six months ended June 30, 2015 and 2014 include $ 3.1 million and $ 2.0 million , respectively, related to stock-based compensation charges. At June 30, 2015 , there was $9.0 million of unrecognized stock-based compensation expense related to stock options, restricted stock awards and restricted stock unit awards, which we expect to recognize over a weighted-average period of 1.64 years. The unrecognized stock-based compensation expense related to restricted stock unit awards with performance vesting criteria is based on our estimate of both the number of shares of the Company's common stock that will ultimately be issued and cash payments that will be made when the restricted stock units are settled. |
Operating Segments and Related
Operating Segments and Related Information | 6 Months Ended |
Jun. 30, 2015 | |
Segment Reporting [Abstract] | |
Operating Segments and Related Information | Operating Segments and Related Information We 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 represents data transformation, data analytics and associated 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, 2015 and 2014 (in thousands) is as follows: Recovery Audit Services – Americas Recovery Audit Services – Europe/Asia- Pacific Adjacent Services Healthcare Claims Recovery Audit Services Corporate Support Total Three Months Ended June 30, 2015 Revenue $ 25,350 $ 9,950 $ 1,695 $ 294 $ — $ 37,289 Net income (loss) $ 1,097 Income tax expense 296 Interest expense (income), net (53 ) EBIT $ 6,505 $ 1,796 $ (1,041 ) $ (727 ) $ (5,193 ) 1,340 Depreciation of property and equipment 979 153 162 10 — 1,304 Amortization of intangible assets 441 280 33 — — 754 EBITDA 7,925 2,229 (846 ) (717 ) (5,193 ) 3,398 Foreign currency transaction (gains) losses on short-term intercompany balances (179 ) (246 ) 1 — 8 (416 ) Transformation severance and related expenses 108 203 14 211 26 562 Stock-based compensation — — — — 2,017 2,017 Adjusted EBITDA $ 7,854 $ 2,186 $ (831 ) $ (506 ) $ (3,142 ) $ 5,561 Recovery Audit Services – Americas Recovery Audit Services – Europe/Asia- Pacific Adjacent Services Healthcare Claims Recovery Audit Services Corporate Support Total 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 expense (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 (benefits) — — 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 Audit Services – Americas Recovery Audit Services – Europe/Asia- Pacific Adjacent Services Healthcare Claims Recovery Audit Services Corporate Support Total Six Months Ended June 30, 2015 Revenue $ 47,767 $ 19,255 $ 2,958 $ 441 $ — $ 70,421 Net loss $ (1,861 ) Income tax expense 751 Interest expense (income), net (95 ) EBIT $ 10,583 $ 1,354 $ (1,926 ) $ (1,429 ) $ (9,787 ) (1,205 ) Depreciation of property and equipment 1,948 306 319 23 — 2,596 Amortization of intangible assets 882 553 65 — — 1,500 EBITDA 13,413 2,213 (1,542 ) (1,406 ) (9,787 ) 2,891 Foreign currency transaction (gains) losses on short-term intercompany balances 258 1,072 1 — (55 ) 1,276 Transformation severance and related expenses 164 268 30 211 35 708 Stock-based compensation — — — — 3,149 3,149 Adjusted EBITDA $ 13,835 $ 3,553 $ (1,511 ) $ (1,195 ) $ (6,658 ) $ 8,024 Recovery Audit Services – Americas Recovery Audit Services – Europe/Asia- Pacific Adjacent Services Healthcare Claims Recovery Audit Services Corporate Support Total 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 (income), 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 (benefits) — — 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 |
Cash and Cash Equivalents
Cash and Cash Equivalents | 6 Months Ended |
Jun. 30, 2015 | |
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 $3.3 million as of June 30, 2015 and $12.2 million as of December 31, 2014 , of which approximately $1.7 million and $2.5 million , respectively, were held at banks outside of the United States, primarily in Brazil and Canada. |
Debt
Debt | 6 Months Ended |
Jun. 30, 2015 | |
Debt Disclosure [Abstract] | |
Debt | Debt On January 19, 2010, we entered into a four -year revolving credit and term loan agreement (the “2010 Credit Agreement”) with SunTrust Bank (“SunTrust”). Subsequent modifications of the 2010 Credit Agreement were entered into with SunTrust. Most recently, on December 23, 2014, we entered into an amended and restated revolving credit agreement (the “Credit Facility”) with SunTrust. The Credit Facility, and provisions of the 2010 Credit Agreement where applicable, is guaranteed by the Company and all of its material domestic subsidiaries and secured by substantially all of the assets of the Company. The amount available for borrowing under the Credit Facility is $20.0 million , and as of June 30, 2015 we had no outstanding borrowings. With the Credit Facility provision of a fixed applicable margin of 1.75% plus a specified index rate based on one-month LIBOR, the interest rate that would have applied at June 30, 2015 had any borrowings been outstanding was approximately 1.93% . We also must pay a commitment fee of 0.25% per annum, payable quarterly, on the unused portion of the Credit Facility. The Credit Facility includes customary affirmative, negative, and financial covenants binding on the Company, including delivery of financial statements and other reports, maintenance of existence, and transactions with affiliates. The negative covenants limit the ability of the Company, among other things, to incur debt, incur liens, make investments, sell assets or declare or pay dividends on its capital stock. The financial covenants included in the Credit Facility, among other things, limit the amount of capital expenditures the Company can make, set forth maximum leverage and net funded debt ratios for the Company and a minimum fixed charge coverage ratio, and also require the Company to maintain minimum consolidated earnings before interest, taxes, depreciation and amortization. In addition, the Credit Facility includes customary events of default. The Company was in compliance with the covenants in its Credit Facility as of June 30, 2015 . |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 6 Months Ended |
Jun. 30, 2015 | |
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 had no debt outstanding as of June 30, 2015 and December 31, 2014 . We consider the factors used in determining the fair value of debt to be Level 3 inputs (significant unobservable inputs). We had no business acquisition obligations as of June 30, 2015 and December 31, 2014 . We determine the estimated fair values of business acquisition obligations 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, 2015 | |
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, 2015 | |
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. 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. We apply a “more-likely-than-not” recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. We refer to GAAP for guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. In accordance with FASB ASC 740, our policy for recording interest and penalties associated with tax positions is to record such items as a component of income before income taxes. A number of years may elapse before a particular tax position is audited and finally resolved or when a tax assessment is raised. The number of years subject to tax assessments also varies by tax jurisdiction. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2015 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events None. |
Basis of Presentation (Policies
Basis of Presentation (Policies) | 6 Months Ended |
Jun. 30, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
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. 2015-03. In April 2015, the FASB issued Accounting Standards Update No. 2015-03, Interest—Imputation of Interest (Subtopic 835-30) (“ASU 2015-03”). ASU 2015-03 simplifies presentation of debt issuance costs by requiring that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. ASU 2015-03 is effective for annual periods beginning after December 15, 2015 with early adoption permitted. The guidance also requires retrospective application to all prior periods presented. We are currently evaluating the impact of ASU 2015-03 on our consolidated financial statements. FASB ASC Update No. 2014-15. In August 2014, the FASB issued Accounting Standards Update No. 2014-15, Presentation of Financial Statements—Going Concern (Subtopic 205-40) (“ASU 2014-15”). ASU 2014-15 provides guidance on management's responsibility to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern and related disclosure requirements. ASU 2014-15 is effective for annual periods beginning after December 15, 2016 with early adoption permitted. We do not expect the adoption of ASU 2014-15 to have a material impact on our consolidated financial statements. 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 in exchange for those goods or services. ASU 2014-09 allows for adoption using either of two methods; retrospectively to each prior reporting period presented or retrospectively with the cumulative effect of application recognized at the date of initial adoption. It is effective for annual periods beginning after December 15, 2016. Early adoption is not permitted. On July 9, 2015, the FASB voted to approve a one-year deferral of the effective date of ASU 2014-09. The FASB expects to issue its final ASU formally amending the effective date by the end of the third quarter of 2015. We are currently evaluating the impact of ASU 2014-09 on our consolidated financial statements. |
Earnings Per Common Share (Tabl
Earnings Per Common Share (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
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, 2015 and 2014 (in thousands, except per share data): Three Months Ended June 30, Six Months Ended June 30, Basic earnings (loss) per common share: 2015 2014 2015 2014 Numerator: Net income (loss) $ 1,097 $ (1,468 ) $ (1,861 ) $ (5,142 ) Denominator: Weighted-average common shares outstanding 26,497 29,733 26,446 29,945 Basic earnings (loss) per common share $ 0.04 $ (0.05 ) $ (0.07 ) $ (0.17 ) Three Months Ended June 30, Six Months Ended June 30, Diluted earnings (loss) per common share: 2015 2014 2015 2014 Numerator: Net income (loss) $ 1,097 $ (1,468 ) $ (1,861 ) $ (5,142 ) Denominator: Weighted-average common shares outstanding 26,497 29,733 26,446 29,945 Incremental shares from stock-based compensation plans 56 — — — Denominator for diluted earnings (loss) per common share 26,553 29,733 26,446 29,945 Diluted earnings (loss) per common share $ 0.04 $ (0.05 ) $ (0.07 ) $ (0.17 ) |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
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, 2015 and 2014 : Grantee Type # of Options Granted Vesting Period Weighted Average Exercise Price Weighted Average Grant Date Fair Value 2015 Director 249,273 1 year or less $ 4.49 $ 2.44 Director 17,092 3 years $ 3.99 $ 1.33 Employee inducements (1) 135,000 3 years $ 5.51 $ 1.42 2014 Director 51,276 1 year or less $ 6.45 $ 1.89 Employee group (2) 1,480,000 3 years $ 6.99 $ 1.81 (1) The Company granted non-qualified stock options outside its existing stock-based compensation plans in the first six months of 2015 to three employees in connection with the employees joining the Company. |
Summary of nonvested stock awards granted | The following table summarizes nonvested stock awards granted during the six months ended June 30, 2015 and 2014 : Grantee Type # of Shares Granted Vesting Period Weighted Average Grant Date Fair Value 2015 Director 4,273 1 year or less $ 4.02 Director 17,092 3 years $ 3.99 Employee group (1) 1,325,000 2 years $ 4.00 Employee inducements (2) 10,000 3 years $ 5.29 2014 Director group 51,276 1 year or less $ 6.45 Employee group 120,000 3 years $ 6.36 (1) The Company granted nonvested performance-based stock awards (restricted stock units) in the first quarter of 2015 to eight executive officers. (2) The Company granted nonvested stock awards (restricted stock) outside its existing stock-based compensation plans in the first quarter of 2015 to two employees in connection with the employees joining the Company. |
Operating Segments and Relate20
Operating Segments and Related Information (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Segment Reporting [Abstract] | |
Segment information | Segment information for the three and six months ended June 30, 2015 and 2014 (in thousands) is as follows: Recovery Audit Services – Americas Recovery Audit Services – Europe/Asia- Pacific Adjacent Services Healthcare Claims Recovery Audit Services Corporate Support Total Three Months Ended June 30, 2015 Revenue $ 25,350 $ 9,950 $ 1,695 $ 294 $ — $ 37,289 Net income (loss) $ 1,097 Income tax expense 296 Interest expense (income), net (53 ) EBIT $ 6,505 $ 1,796 $ (1,041 ) $ (727 ) $ (5,193 ) 1,340 Depreciation of property and equipment 979 153 162 10 — 1,304 Amortization of intangible assets 441 280 33 — — 754 EBITDA 7,925 2,229 (846 ) (717 ) (5,193 ) 3,398 Foreign currency transaction (gains) losses on short-term intercompany balances (179 ) (246 ) 1 — 8 (416 ) Transformation severance and related expenses 108 203 14 211 26 562 Stock-based compensation — — — — 2,017 2,017 Adjusted EBITDA $ 7,854 $ 2,186 $ (831 ) $ (506 ) $ (3,142 ) $ 5,561 Recovery Audit Services – Americas Recovery Audit Services – Europe/Asia- Pacific Adjacent Services Healthcare Claims Recovery Audit Services Corporate Support Total 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 expense (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 (benefits) — — 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 Audit Services – Americas Recovery Audit Services – Europe/Asia- Pacific Adjacent Services Healthcare Claims Recovery Audit Services Corporate Support Total Six Months Ended June 30, 2015 Revenue $ 47,767 $ 19,255 $ 2,958 $ 441 $ — $ 70,421 Net loss $ (1,861 ) Income tax expense 751 Interest expense (income), net (95 ) EBIT $ 10,583 $ 1,354 $ (1,926 ) $ (1,429 ) $ (9,787 ) (1,205 ) Depreciation of property and equipment 1,948 306 319 23 — 2,596 Amortization of intangible assets 882 553 65 — — 1,500 EBITDA 13,413 2,213 (1,542 ) (1,406 ) (9,787 ) 2,891 Foreign currency transaction (gains) losses on short-term intercompany balances 258 1,072 1 — (55 ) 1,276 Transformation severance and related expenses 164 268 30 211 35 708 Stock-based compensation — — — — 3,149 3,149 Adjusted EBITDA $ 13,835 $ 3,553 $ (1,511 ) $ (1,195 ) $ (6,658 ) $ 8,024 Recovery Audit Services – Americas Recovery Audit Services – Europe/Asia- Pacific Adjacent Services Healthcare Claims Recovery Audit Services Corporate Support Total 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 (income), 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 (benefits) — — 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 |
Earnings Per Common Share (Deta
Earnings Per Common Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Numerator: | ||||
Net income (loss) | $ 1,097 | $ (1,468) | $ (1,861) | $ (5,142) |
Denominator: | ||||
Weighted-average common shares outstanding (shares) | 26,497 | 29,733 | 26,446 | 29,945 |
Basic earnings (loss) per common share (usd per share) | $ 0.04 | $ (0.05) | $ (0.07) | $ (0.17) |
Numerator: | ||||
Net income (loss) | $ 1,097 | $ (1,468) | $ (1,861) | $ (5,142) |
Denominator: | ||||
Weighted-average common shares outstanding (shares) | 26,497 | 29,733 | 26,446 | 29,945 |
Incremental shares from stock-based compensation plans (shares) | 56 | 0 | 0 | 0 |
Denominator for diluted earnings (loss) per common share (shares) | 26,553 | 29,733 | 26,446 | 29,945 |
Diluted earnings (loss) per common share (usd per share) | $ 0.04 | $ (0.05) | $ (0.07) | $ (0.17) |
Earnings Per Common Share (De22
Earnings Per Common Share (Details Textual) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
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) | 400,000 | 500,000 | 400,000 | 500,000 |
Nonvested restricted share (shares) | 1,400,000 | 100,000 | 1,400,000 | 100,000 |
Stock issued for exercise of options, shares | 0 | 41,071 | 12,863 | 604,585 |
Stock issued for exercise of options, value | $ 0.1 | $ 0.1 | $ 2.3 | |
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 | 0 | 187,620 | ||
Business combination, consideration paid in common stock, value | $ 1.3 | |||
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) | 3,500,000 | 3,800,000 | 3,500,000 | 3,800,000 |
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 | 100,000 | ||
Common Stock [Member] | ||||
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share and Other Significant Changes in Shares [Line Items] | ||||
Common stock repurchased, shares | 1,046,828 | 1,697,560 | 2,176,760 | 1,704,260 |
Common stock repurchased, value | $ 4.9 | $ 11 | $ 10.3 | $ 11 |
Stock-Based Compensation (Optio
Stock-Based Compensation (Options) (Details) | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2015 | Jun. 30, 2015employee$ / sharesshares | Jun. 30, 2014$ / sharesshares | |
Employee [Member] | |||
Summary of stock option grants | |||
Vesting Period | 3 years | ||
2008 Equity Incentive Plan [Member] | Director [Member] | |||
Summary of stock option grants | |||
Grantee Type | Director | ||
No. of Options Granted (shares) | shares | 249,273 | 51,276 | |
Vesting Period | 1 year or less | 1 year or less | |
Weighted Average Exercise Price (usd per share) | $ 4.49 | $ 6.45 | |
Weighted Average Grant Date Fair Value (usd per share) | $ 2.44 | $ 1.89 | |
2008 Equity Incentive Plan [Member] | Director, Group 2 [Member] | |||
Summary of stock option grants | |||
Grantee Type | Director | ||
No. of Options Granted (shares) | shares | 17,092 | ||
Vesting Period | 3 years | ||
Weighted Average Exercise Price (usd per share) | $ 3.99 | ||
Weighted Average Grant Date Fair Value (usd per share) | $ 1.33 | ||
2008 Equity Incentive Plan [Member] | Employee inducement [Member] | |||
Summary of stock option grants | |||
Grantee Type | Employee inducements (1) | ||
No. of Options Granted (shares) | shares | 135,000 | ||
Vesting Period | 3 years | ||
Weighted Average Exercise Price (usd per share) | $ 5.51 | ||
Weighted Average Grant Date Fair Value (usd per share) | $ 1.42 | ||
2008 Equity Incentive Plan [Member] | Employee [Member] | |||
Summary of stock option grants | |||
No. of Options Granted (shares) | shares | 1,480,000 | ||
Vesting Period | 3 years | ||
Weighted Average Exercise Price (usd per share) | $ 6.99 | ||
Weighted Average Grant Date Fair Value (usd per share) | 1.81 | ||
Number of employees, granted stock awards | employee | 3 | ||
2008 Equity Incentive Plan [Member] | Employee [Member] | Vesting Date, June 27, 2015 [Member] | |||
Summary of stock option grants | |||
Weighted Average Exercise Price (usd per share) | 6.36 | ||
2008 Equity Incentive Plan [Member] | Employee [Member] | Vesting Date, June 27, 2016 [Member] | |||
Summary of stock option grants | |||
Weighted Average Exercise Price (usd per share) | 6.99 | ||
2008 Equity Incentive Plan [Member] | Employee [Member] | Vesting Date, June 27, 2017 [Member] | |||
Summary of stock option grants | |||
Weighted Average Exercise Price (usd per share) | $ 7.63 |
Stock-Based Compensation (Nonve
Stock-Based Compensation (Nonvested Stock Awards) (Details) | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2015executive_officershares | Jun. 30, 2015executive_officeremployee$ / sharesshares | Jun. 30, 2014$ / sharesshares | |
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 2 [Member] | |||
Summary of nonvested stock awards granted | |||
Vesting Period | 3 years | ||
Weighted Average Grant Date Fair Value (usd per share) | $ 1.33 | ||
2008 Equity Incentive Plan [Member] | Employee [Member] | |||
Summary of nonvested stock awards granted | |||
Vesting Period | 3 years | ||
Weighted Average Grant Date Fair Value (usd per share) | $ 1.81 | ||
Number of employees, granted stock awards | employee | 3 | ||
2008 Equity Incentive Plan [Member] | Employee inducement [Member] | |||
Summary of nonvested stock awards granted | |||
Vesting Period | 3 years | ||
Weighted Average Grant Date Fair Value (usd per share) | $ 1.42 | ||
Restricted Stock and Restricted Stock Units [Member] | |||
Summary of nonvested stock awards granted | |||
No. of Shares Granted (shares) | 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 | ||
No. of Shares Granted (shares) | shares | 4,273 | 51,276 | |
Vesting Period | 1 year or less | 1 year or less | |
Weighted Average Grant Date Fair Value (usd per share) | $ 4.02 | $ 6.45 | |
Restricted Stock and Restricted Stock Units [Member] | 2008 Equity Incentive Plan [Member] | Director, Group 2 [Member] | |||
Summary of nonvested stock awards granted | |||
Grantee Type | Director | ||
No. of Shares Granted (shares) | shares | 17,092 | ||
Vesting Period | 3 years | ||
Weighted Average Grant Date Fair Value (usd per share) | $ 3.99 | ||
Restricted Stock and Restricted Stock Units [Member] | 2008 Equity Incentive Plan [Member] | Employee [Member] | |||
Summary of nonvested stock awards granted | |||
Grantee Type | Employee group (1) | ||
No. of Shares Granted (shares) | shares | 1,325,000 | 120,000 | |
Vesting Period | 2 years | 3 years | |
Weighted Average Grant Date Fair Value (usd per share) | $ 4 | $ 6.36 | |
Number of executive officers, granted stock awards | executive_officer | 8 | 8 | |
Restricted Stock and Restricted Stock Units [Member] | 2008 Equity Incentive Plan [Member] | Employee inducement [Member] | |||
Summary of nonvested stock awards granted | |||
Grantee Type | Employee inducements (2) | ||
No. of Shares Granted (shares) | shares | 10,000 | ||
Vesting Period | 3 years | ||
Weighted Average Grant Date Fair Value (usd per share) | $ 5.29 | ||
Number of employees, granted stock awards | employee | 2 |
Stock-Based Compensation (Narra
Stock-Based Compensation (Narrative) (Details) $ in Millions | Mar. 30, 2015executive_officershares | Jun. 19, 2012USD ($)executive_officershares | Jun. 30, 2015USD ($)executive_officercompensation_planshares | Jun. 30, 2014USD ($) | Jun. 30, 2015USD ($)executive_officershares | Jun. 30, 2014USD ($) | Jun. 30, 2015USD ($)executive_officershares |
Stock-Based Compensation (Textual) [Abstract] | |||||||
Number of stock-based compensation plans | compensation_plan | 2 | ||||||
The Plans [Member] | |||||||
Stock-Based Compensation (Textual) [Abstract] | |||||||
Selling, general and administrative expenses | $ | $ 2 | $ 1 | $ 3.1 | $ 2 | |||
Unrecognized stock-based compensation expense related to stock options | $ | $ 9 | $ 9 | $ 9 | ||||
Weighted-average period for recognizing stock compensation expense | 1 year 7 months 20 days | ||||||
Employee Group [Member] | |||||||
Stock-Based Compensation (Textual) [Abstract] | |||||||
Award vesting period | 3 years | ||||||
Employee Group [Member] | 2008 Equity Incentive Plan [Member] | |||||||
Stock-Based Compensation (Textual) [Abstract] | |||||||
Award vesting period | 3 years | ||||||
Director Group [Member] | |||||||
Stock-Based Compensation (Textual) [Abstract] | |||||||
Award vesting period | 1 year | ||||||
Stock Options [Member] | 2008 Equity Incentive Plan [Member] | |||||||
Stock-Based Compensation (Textual) [Abstract] | |||||||
Stock options expiration period | 7 years | 7 years | |||||
Stock options award vesting right | vest in equal annual increments over the vesting period | ||||||
Stock Options [Member] | Director [Member] | 2008 Equity Incentive Plan [Member] | |||||||
Stock-Based Compensation (Textual) [Abstract] | |||||||
Award vesting period | 1 year | ||||||
Stock Options [Member] | Employee Group [Member] | 2008 Equity Incentive Plan [Member] | |||||||
Stock-Based Compensation (Textual) [Abstract] | |||||||
Award vesting period | 3 years | 3 years | |||||
MIP Performance Units [Member] | 2006 Management Incentive Plan [Member] | |||||||
Stock-Based Compensation (Textual) [Abstract] | |||||||
Number of executive officers, granted stock awards | 7 | ||||||
Award vesting period | 3 years | ||||||
Total of performance units were outstanding and fully vested (shares) | shares | 154,264 | 0 | 0 | 0 | |||
Grant date fair value awards | $ | $ 1.2 | ||||||
Percentage of performance units (percent) | 60.00% | ||||||
Percentage of fair market value (percent) | 40.00% | ||||||
Performance units settled in period (shares) | shares | 16,530 | 137,740 | |||||
Common stock issued during period (shares) | shares | 9,918 | 79,356 | |||||
Cash payments for shares settled during period | $ | $ 0.1 | $ 0.3 | |||||
Number of executive officers that settled performance units in period (executive officers) | 2 | ||||||
Number of former executive officers that settled performance units in period (executive officers) | 4 | ||||||
Performance units forfeited in period (shares) | shares | 16,524 | ||||||
Number of former executive officers that forfeited performance units in period (executive officer) | 1 | ||||||
Performance-based Restricted Stock Units [Member] | 2008 Equity Incentive Plan [Member] | |||||||
Stock-Based Compensation (Textual) [Abstract] | |||||||
Stock options award vesting right | vest in equal annual increments over the vesting period | ||||||
Performance-based Restricted Stock Units [Member] | 2006 Management Incentive Plan [Member] | |||||||
Stock-Based Compensation (Textual) [Abstract] | |||||||
Number of executive officers, granted stock awards | 8 | ||||||
Total of performance units were outstanding and fully vested (shares) | shares | 1,325,000 | ||||||
Percentage of performance units (percent) | 50.00% | ||||||
Percentage of fair market value (percent) | 50.00% | ||||||
Requisite performance period | 2 years | ||||||
Performance-based Restricted Stock Units [Member] | 2006 Management Incentive Plan [Member] | Threshold Performance Level [Member] | |||||||
Stock-Based Compensation (Textual) [Abstract] | |||||||
Award vesting rights (percent) | 35.00% | ||||||
Performance-based Restricted Stock Units [Member] | 2006 Management Incentive Plan [Member] | Target Performance Level [Member] | |||||||
Stock-Based Compensation (Textual) [Abstract] | |||||||
Award vesting rights (percent) | 100.00% | ||||||
Performance-based Restricted Stock Units [Member] | 2006 Management Incentive Plan [Member] | Maximum Performance Level [Member] | |||||||
Stock-Based Compensation (Textual) [Abstract] | |||||||
Award vesting rights (percent) | 200.00% | ||||||
Performance-based Restricted Stock Units [Member] | Director [Member] | 2008 Equity Incentive Plan [Member] | |||||||
Stock-Based Compensation (Textual) [Abstract] | |||||||
Award vesting period | 1 year | ||||||
Performance-based Restricted Stock Units [Member] | Employee Group [Member] | 2008 Equity Incentive Plan [Member] | |||||||
Stock-Based Compensation (Textual) [Abstract] | |||||||
Number of executive officers, granted stock awards | 8 | 8 | 8 | ||||
Award vesting period | 2 years | 3 years |
Operating Segments and Relate26
Operating Segments and Related Information (Details Textual) | 6 Months Ended |
Jun. 30, 2015segment | |
Segment Reporting [Abstract] | |
Number of reportable segments | 4 |
Operating Segments and Relate27
Operating Segments and Related Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Segment Reporting Information [Line Items] | ||||
Revenue | $ 37,289 | $ 41,981 | $ 70,421 | $ 79,882 |
Net income (loss) | 1,097 | (1,468) | (1,861) | (5,142) |
Income tax expense | 296 | 186 | 751 | 299 |
Interest expense (income), net | (53) | (43) | (95) | 11 |
EBIT | 1,340 | (1,325) | (1,205) | (4,832) |
Depreciation of property and equipment | 1,304 | 1,586 | 2,596 | 3,268 |
Amortization of intangible assets | 754 | 902 | 1,500 | 1,805 |
EBITDA | 3,398 | 1,163 | 2,891 | 241 |
Foreign currency transaction (gains) losses on short-term intercompany balances | (416) | (163) | 1,276 | (148) |
Acquisition-related charges (benefits) | 230 | 249 | ||
Transformation severance and related expenses | 562 | 1,554 | 708 | 1,939 |
Stock-based compensation | 2,017 | 983 | 3,149 | 2,004 |
Adjusted EBITDA | 5,561 | 3,767 | 8,024 | 4,285 |
Recovery Audit Services - Americas [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 25,350 | 27,029 | 47,767 | 51,827 |
EBIT | 6,505 | 5,393 | 10,583 | 9,477 |
Depreciation of property and equipment | 979 | 1,245 | 1,948 | 2,501 |
Amortization of intangible assets | 441 | 501 | 882 | 1,001 |
EBITDA | 7,925 | 7,139 | 13,413 | 12,979 |
Foreign currency transaction (gains) losses on short-term intercompany balances | (179) | (154) | 258 | (44) |
Acquisition-related charges (benefits) | 0 | 0 | ||
Transformation severance and related expenses | 108 | 458 | 164 | 466 |
Adjusted EBITDA | 7,854 | 7,443 | 13,835 | 13,401 |
Recovery Audit Services - Europe/Asia-Pacific [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 9,950 | 12,382 | 19,255 | 22,084 |
EBIT | 1,796 | 1,359 | 1,354 | 1,460 |
Depreciation of property and equipment | 153 | 149 | 306 | 295 |
Amortization of intangible assets | 280 | 305 | 553 | 612 |
EBITDA | 2,229 | 1,813 | 2,213 | 2,367 |
Foreign currency transaction (gains) losses on short-term intercompany balances | (246) | (40) | 1,072 | (113) |
Acquisition-related charges (benefits) | 0 | 0 | ||
Transformation severance and related expenses | 203 | 483 | 268 | 562 |
Adjusted EBITDA | 2,186 | 2,256 | 3,553 | 2,816 |
Adjacent Services [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 1,695 | 2,281 | 2,958 | 4,564 |
EBIT | (1,041) | (1,768) | (1,926) | (3,342) |
Depreciation of property and equipment | 162 | 158 | 319 | 318 |
Amortization of intangible assets | 33 | 96 | 65 | 192 |
EBITDA | (846) | (1,514) | (1,542) | (2,832) |
Foreign currency transaction (gains) losses on short-term intercompany balances | 1 | 1 | ||
Acquisition-related charges (benefits) | 230 | 249 | ||
Transformation severance and related expenses | 14 | 235 | 30 | 378 |
Adjusted EBITDA | (831) | (1,049) | (1,511) | (2,205) |
Healthcare Claims Recovery Audit Services [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 294 | 289 | 441 | 1,407 |
EBIT | (727) | (1,646) | (1,429) | (3,652) |
Depreciation of property and equipment | 10 | 34 | 23 | 154 |
EBITDA | (717) | (1,612) | (1,406) | (3,498) |
Transformation severance and related expenses | 211 | 250 | 211 | 405 |
Adjusted EBITDA | (506) | (1,362) | (1,195) | (3,093) |
Corporate Segment [Member] | ||||
Segment Reporting Information [Line Items] | ||||
EBIT | (5,193) | (4,663) | (9,787) | (8,775) |
EBITDA | (5,193) | (4,663) | (9,787) | (8,775) |
Foreign currency transaction (gains) losses on short-term intercompany balances | 8 | 31 | (55) | 9 |
Transformation severance and related expenses | 26 | 128 | 35 | 128 |
Stock-based compensation | 2,017 | 983 | 3,149 | 2,004 |
Adjusted EBITDA | $ (3,142) | $ (3,521) | $ (6,658) | $ (6,634) |
Cash and Cash Equivalents (Deta
Cash and Cash Equivalents (Details) - USD ($) $ in Millions | Jun. 30, 2015 | Dec. 31, 2014 |
Line of Credit Facility [Line Items] | ||
Cash and cash equivalents included short-term investments | $ 3.3 | $ 12.2 |
Foreign Banks [Member] | ||
Line of Credit Facility [Line Items] | ||
Cash and cash equivalents included short-term investments | $ 1.7 | $ 2.5 |
Debt (Details)
Debt (Details) - 2010 Credit Agreement [Member] - SunTrust Bank [Member] - USD ($) | Jan. 19, 2010 | Jun. 30, 2015 |
Line of Credit Facility [Line Items] | ||
Period of term loan and the revolving credit facility | 4 years | |
Committed revolving credit facility | $ 20,000,000 | |
Revolving credit facility outstanding | $ 0 | |
Debt Instrument, Interest Rate at Period End | 1.93% | |
Revolving Credit facility commitment fee (percent) | 0.25% | |
LIBOR [Member] | ||
Line of Credit Facility [Line Items] | ||
Revolving Credit facility and Term Loan interest rate (percent) | 1.75% |
Fair Value of Financial Instr30
Fair Value of Financial Instruments (Details) - USD ($) | Jun. 30, 2015 | Dec. 31, 2014 |
Bank Loan Obligations [Member] | ||
Fair Value of Financial Instruments (Textual) [Abstract] | ||
Fair value of long term debt | $ 0 | $ 0 |
Business Acquisition Obligations [Member] | ||
Fair Value of Financial Instruments (Textual) [Abstract] | ||
Fair value of long term debt | $ 0 | $ 0 |