Document and Entity Information
Document and Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2015 | Mar. 06, 2016 | Jun. 30, 2015 | |
Document and Entity Information [Abstract] | |||
Entity Registrant Name | PRGX GLOBAL, INC. | ||
Entity Central Index Key | 1,007,330 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2015 | ||
Amendment Flag | false | ||
Document Fiscal Year Focus | 2,015 | ||
Document Fiscal Period Focus | FY | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Accelerated Filer | ||
Entity Public Float | $ 103.3 | ||
Entity Common Stock, Shares Outstanding | 22,235,310 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Income Statement [Abstract] | |||
Revenue, net | $ 138,302 | $ 161,552 | $ 178,268 |
Operating expenses: | |||
Cost of revenue | 93,169 | 110,890 | 112,853 |
Selling, general and administrative expenses | 32,284 | 38,581 | 46,143 |
Depreciation of property and equipment | 5,317 | 6,025 | 6,783 |
Amortization of intangible assets | 2,458 | 3,531 | 4,997 |
Impairment charges | 0 | 0 | 2,773 |
Total operating expenses | 133,228 | 159,027 | 173,549 |
Operating income from continuing operations | 5,074 | 2,525 | 4,719 |
Foreign currency transaction (gains) losses on short-term intercompany balances | 2,165 | 2,003 | (13) |
Interest expense | (71) | (351) | (138) |
Interest income | 261 | 428 | 215 |
Other loss | 1,191 | 57 | 0 |
Income from continuing operations before income taxes | 1,908 | 542 | 4,809 |
Income tax expense | 369 | 3,241 | 2,755 |
Net income (loss) from continuing operations | 1,539 | (2,699) | 2,054 |
Discontinued operations: | |||
Loss from discontinued operations | (4,765) | (4,827) | (2,240) |
Income tax expense (benefit) | 0 | 0 | 0 |
Net loss from discontinued operations | (4,765) | (4,827) | (2,240) |
Net income (loss) from continuing operations | $ (3,226) | $ (7,526) | $ (186) |
Basic earnings (loss) per common share: | |||
Basic earnings (loss) from continuing operations (in USD per share) | $ 0.06 | $ (0.09) | $ 0.07 |
Basic loss from discontinued operations (in USD per share) | (0.18) | (0.17) | (0.08) |
Total basic earnings (loss) per common share (in USD per share) | (0.12) | (0.26) | (0.01) |
Diluted earnings (loss) per common share: | |||
Diluted earnings (loss) from continuing operations (in USD per share) | 0.06 | (0.09) | 0.07 |
Diluted loss from discontinued operations (in USD per share) | (0.18) | (0.17) | (0.08) |
Total diluted loss per common share (in USD per share) | $ (0.12) | $ (0.26) | $ (0.01) |
Weighted-average common shares outstanding: | |||
Basic (shares) | 25,868 | 28,707 | 29,169 |
Diluted (shares) | 25,904 | 28,707 | 29,628 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Comprehensive Income (Loss), Net of Tax, Attributable to Parent [Abstract] | |||
Net loss | $ (3,226) | $ (7,526) | $ (186) |
Foreign currency translation adjustments | (769) | (551) | (1,414) |
Comprehensive loss | $ (3,995) | $ (8,077) | $ (1,600) |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Current assets: | ||
Cash and cash equivalents | $ 15,122 | $ 25,735 |
Restricted cash | 48 | 53 |
Contract receivables, less allowances of $930 in 2015 and $2,243 in 2014: | ||
Billed | 26,576 | 32,373 |
Unbilled | 1,967 | 2,809 |
Contract receivables, net | 28,543 | 35,182 |
Employee advances and miscellaneous receivables, less allowances of $681 in 2015 and $692 in 2014 | 1,740 | 1,993 |
Total receivables | 30,283 | 37,175 |
Prepaid expenses and other current assets | 2,323 | 3,416 |
Deferred income taxes | 0 | 5 |
Total current assets | 47,776 | 66,384 |
Property and equipment: | ||
Computer and other equipment | 29,671 | 28,864 |
Furniture and fixtures | 2,842 | 2,926 |
Leasehold improvements | 3,446 | 3,450 |
Software | 23,788 | 20,934 |
Property and equipment, gross | 59,747 | 56,174 |
Less accumulated depreciation and amortization | (48,167) | (43,954) |
Property and equipment, net | 11,580 | 12,220 |
Goodwill | 11,810 | 13,036 |
Intangible assets, less accumulated amortization of $35,708 in 2015 and $33,973 in 2014 | 6,684 | 9,439 |
Unbilled receivables | 656 | 1,196 |
Deferred loan costs, net of accumulated amortization | 80 | 0 |
Deferred income taxes | 1,361 | 36 |
Other assets | 444 | 471 |
Total assets | 80,391 | 102,782 |
Current liabilities: | ||
Accounts payable and accrued expenses | 5,966 | 7,397 |
Accrued payroll and related expenses | 11,278 | 15,415 |
Refund liabilities | 7,887 | 5,393 |
Deferred revenue | 965 | 2,173 |
Business acquisition obligations | 39 | 0 |
Total current liabilities | 26,135 | 30,378 |
Refund liabilities | 752 | 857 |
Other long-term liabilities | 1,089 | 561 |
Total liabilities | $ 27,976 | $ 31,796 |
Commitments and contingencies | ||
Shareholders’ equity: | ||
Common stock, no par value; $.01 stated value per share. Authorized 50,000,000 shares; 22,681,656 shares issued and outstanding at December 31, 2015 and 26,762,861 shares issued and outstanding at December 31, 2014 | $ 227 | $ 268 |
Additional paid-in capital | 575,532 | 590,067 |
Accumulated deficit | (524,138) | (520,912) |
Accumulated other comprehensive income | 794 | 1,563 |
Total shareholders’ equity | 52,415 | 70,986 |
Total liabilities and shareholders’ equity | $ 80,391 | $ 102,782 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Statement of Financial Position [Abstract] | ||
Allowances for contract receivables | $ 930 | $ 2,243 |
Allowances for employee advances and miscellaneous receivables | 681 | 692 |
Accumulated amortization on intangible assets | $ 35,708 | $ 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) | 22,681,656 | 26,762,861 |
Common stock, shares outstanding (shares) | 22,681,656 | 26,762,861 |
Consolidated Statements of Shar
Consolidated Statements of Shareholders' Equity - USD ($) $ in Thousands | Total | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] | Accumulated Other Comprehensive Income (Loss) [Member] | Common Stock [Member] |
Beginning balance, shares at Dec. 31, 2012 | 27,893,132 | |||||
Beginning balance at Dec. 31, 2012 | $ 84,652 | $ 279 | $ 594,045 | $ (513,200) | $ 3,528 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net loss | (186) | (186) | ||||
Foreign currency translation adjustments | (1,414) | (1,414) | ||||
Issuances of common stock: | ||||||
Restricted share awards, shares | 665,629 | |||||
Restricted share awards | 0 | $ 7 | (7) | |||
Shares issued for acquisition, shares | 217,155 | |||||
Shares issued for acquisition | 1,472 | $ 2 | 1,470 | 0 | 0 | |
Shares issued for stock offering, shares | 687,385 | |||||
Shares issued for stock offering | 4,118 | $ 7 | 4,111 | |||
Restricted shares remitted by employees for taxes, shares | (259,116) | |||||
Restricted shares remitted by employees for taxes | (1,757) | $ (3) | (1,754) | |||
Stock option exercises, shares | 202,159 | |||||
Stock option exercises | 916 | $ 2 | 914 | |||
2006 MIP Performance Unit settlements, shares | 52,912 | |||||
2006 MIP Performance Unit settlements | (1) | $ 1 | ||||
Forfeited restricted share awards, shares | (91,817) | |||||
Forfeited restricted share awards | 0 | $ (1) | 1 | |||
Stock-based compensation expense | 6,027 | 6,027 | ||||
Ending balance, shares at Dec. 31, 2013 | 29,367,439 | |||||
Ending balance at Dec. 31, 2013 | 93,828 | $ 294 | 604,806 | (513,386) | 2,114 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net loss | (7,526) | (7,526) | ||||
Foreign currency translation adjustments | (551) | (551) | ||||
Issuances of common stock: | ||||||
Restricted share awards, shares | 220,442 | |||||
Restricted share awards | 0 | $ 2 | (2) | |||
Shares issued for acquisition, shares | 187,620 | |||||
Shares issued for acquisition | 1,279 | $ 2 | 1,277 | 0 | 0 | |
Restricted shares remitted by employees for taxes, shares | (72,834) | |||||
Restricted shares remitted by employees for taxes | (568) | $ (1) | (567) | |||
Stock option exercises, shares | 716,780 | |||||
Stock option exercises | 2,823 | $ 7 | 2,816 | |||
2006 MIP Performance Unit settlements, shares | 16,526 | |||||
2006 MIP Performance Unit settlements | 0 | $ 1 | (1) | |||
Forfeited restricted share awards, shares | (67,970) | |||||
Forfeited restricted share awards | 0 | $ (1) | 1 | |||
Repurchases of common stock, shares | (3,605,142) | |||||
Repurchases of common stock | (22,685) | $ (36) | (22,649) | 0 | 0 | |
Stock-based compensation expense | $ 4,386 | 4,386 | ||||
Ending balance, shares at Dec. 31, 2014 | 26,762,861 | 26,762,861 | ||||
Ending balance at Dec. 31, 2014 | $ 70,986 | $ 268 | 590,067 | (520,912) | 1,563 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net loss | (3,226) | (3,226) | ||||
Foreign currency translation adjustments | (769) | (769) | ||||
Issuances of common stock: | ||||||
Restricted share awards, shares | 23,200 | |||||
Restricted share awards | 0 | $ 0 | 0 | |||
Restricted shares remitted by employees for taxes, shares | (17,147) | |||||
Restricted shares remitted by employees for taxes | (312) | $ 0 | (312) | |||
Stock option exercises, shares | 29,128 | |||||
Stock option exercises | 91 | $ 0 | 91 | |||
2006 MIP Performance Unit settlements, shares | 9,918 | |||||
2006 MIP Performance Unit settlements | 0 | $ 0 | 0 | |||
Forfeited restricted share awards, shares | (7,918) | |||||
Forfeited restricted share awards | 0 | $ 0 | 0 | |||
Repurchases of common stock, shares | (4,118,386) | |||||
Repurchases of common stock | (18,071) | $ (41) | (18,030) | 0 | 0 | |
Stock-based compensation expense | $ 3,716 | 3,716 | ||||
Ending balance, shares at Dec. 31, 2015 | 22,681,656 | 22,681,656 | ||||
Ending balance at Dec. 31, 2015 | $ 52,415 | $ 227 | $ 575,532 | $ (524,138) | $ 794 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Cash flows from operating activities: | |||
Net loss | $ (3,226) | $ (7,526) | $ (186) |
Adjustments to reconcile net loss to net cash provided by operating activities: | |||
Impairment charges | 0 | 0 | 4,207 |
Depreciation and amortization | 7,810 | 9,747 | 13,228 |
Amortization of deferred loan costs | 20 | 104 | 193 |
Stock-based compensation expense | 3,926 | 4,532 | 6,294 |
Foreign currency transaction (gains) losses on short-term intercompany balances | 2,165 | 2,003 | (13) |
Deferred income taxes | (1,112) | 1,566 | (23) |
Other loss from sale of assets | 1,191 | 57 | 0 |
Changes in operating assets and liabilities, net of business acquisitions: | |||
Restricted cash | 5 | 4 | 8 |
Billed receivables | 4,331 | (6,351) | 4,206 |
Unbilled receivables | 1,305 | 7,278 | 2,609 |
Prepaid expenses and other current assets | 705 | 1,575 | (1,326) |
Other assets | 0 | 5 | 17 |
Accounts payable and accrued expenses | (1,949) | (3,432) | (3,512) |
Accrued payroll and related expenses | (3,595) | 536 | (5,720) |
Refund liabilities | 2,389 | (1,297) | (591) |
Deferred revenue | (784) | 720 | (72) |
Noncurrent compensation obligations | 0 | 414 | 329 |
Other long-term liabilities | 272 | 112 | (1,224) |
Net cash provided by operating activities | 13,453 | 10,047 | 18,424 |
Cash flows from investing activities: | |||
Business acquisition, net of cash acquired | (520) | 0 | 0 |
Business divestiture | 783 | 1,100 | 0 |
Purchases of property and equipment, net of disposal proceeds | (4,482) | (4,709) | (6,875) |
Net cash used in investing activities | (4,219) | (3,609) | (6,875) |
Cash flows from financing activities: | |||
Repayments of long-term debt | 0 | 0 | (6,000) |
Payments for deferred loan costs | (100) | (104) | 0 |
Payments of deferred acquisition consideration | 0 | (2,208) | (1,902) |
Net proceeds from issuance of common stock | 0 | 0 | 4,118 |
Repurchase of common stock | (18,071) | (22,685) | 0 |
Restricted stock repurchased from employees for withholding taxes | (312) | (568) | (1,757) |
Proceeds from option exercises | 91 | 2,823 | 916 |
Net cash used in financing activities | (18,392) | (22,742) | (4,625) |
Effect of exchange rates on cash and cash equivalents | (1,455) | (1,661) | (1,030) |
Net (decrease) increase in cash and cash equivalents | (10,613) | (17,965) | 5,894 |
Cash and cash equivalents at beginning of period | 25,735 | 43,700 | 37,806 |
Cash and cash equivalents at end of period | 15,122 | 25,735 | 43,700 |
Supplemental disclosure of cash flow information: | |||
Cash paid during the period for interest | 63 | 132 | 567 |
Cash paid during the period for income taxes, net of refunds received | $ 1,085 | $ 3,892 | $ 3,245 |
Summary of Significant Accounti
Summary of Significant Accounting Policies and Basis of Presentation | 12 Months Ended |
Dec. 31, 2015 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies and Basis of Presentation | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION (a) Description of Business and Basis of Presentation Description of Business The principal business of PRGX Global, Inc. and subsidiaries is providing recovery audit services to large businesses and government agencies having numerous payment transactions. PRGX also provides services adjacent to recovery audit services, including data transformation, data analytics and associated advisory services, to a similar client base. These businesses include, but are not limited to: • retailers such as discount, department, specialty, grocery and drug stores, and wholesalers who sell to these retailers; • business enterprises other than retailers such as manufacturers, financial services firms, and pharmaceutical companies; and • federal and state government agencies. 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. PRGX currently provides services to clients in over 30 countries across a multitude of industries. Basis of Presentation During the fourth quarter of 2015 we discontinued the Healthcare Claims Recovery Audit ("HCRA") business. The results of our continuing and discontinued operations for the years ended December 31, 2015, 2014 and 2013 are presented in accordance with ASC 205-20, Presentation of Financial Statements - Discontinued Operations . The consolidated financial statements include the financial statements of the Company and its wholly owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. Certain reclassifications have been made to the 2013 financial statements to conform to the presentations adopted in 2014. 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. We have revised the presentation of our Selling, General and Administrative expenses and Cost of Revenue for all relevant prior periods. Beginning with the first quarter of 2014, we present the former New Services segment as two separate segments: Adjacent Services, which was 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 2 - 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 2 - Operating Segments and Related Information . We now include these fair value adjustments in the Adjusted EBITDA calculation in the "Acquisition-related charges (benefits)" line, which we renamed from "Acquisition transaction costs and acquisition obligations classified as compensation." Accordingly, we have revised the presentation of our Adjusted EBITDA calculation for all relevant prior periods. Management of the Company has made a number of estimates and assumptions relating to the reporting of assets and liabilities and the disclosure of contingent assets and liabilities to prepare these consolidated financial statements in conformity with U.S. generally accepted accounting principles (“GAAP”). Actual results could differ from those estimates. (b) Revenue Recognition, Billed and Unbilled Receivables, and Refund Liabilities We base our revenue on specific contracts with our clients. These contracts generally specify: (a) time periods covered by the audit; (b) nature and extent of audit services we are to provide; (c) the client’s duties in assisting and cooperating with us; and (d) fees payable to us, generally expressed as a specified percentage of the amounts recovered by the client resulting from overpayment claims identified. Clients generally recover claims either by taking credits against outstanding payables or future purchases from the involved vendors, or receiving refund checks directly from those vendors. The manner in which a claim is recovered by a client often is dictated by industry practice. In addition, many clients establish specific procedural guidelines that we must satisfy prior to submitting claims for client approval, and these guidelines are unique to each client. For some services we provide, we earn our compensation in the form of a fixed fee, a fee per hour, or a fee per other unit of service. We generally recognize revenue for a contractually specified percentage of amounts recovered when we have determined that our clients have received economic value (generally through credits taken against existing accounts payable due to the involved vendors or refund checks received from those vendors) and when we have met the following criteria: (a) persuasive evidence of an arrangement exists; (b) services have been rendered; (c) the fee billed to the client is fixed or determinable; and (d) collectability is reasonably assured. In certain limited circumstances, we will invoice a client prior to meeting all four of these criteria; in such cases, we defer the revenue until we meet all of the criteria. Additionally, for purposes of determining appropriate timing of recognition and for internal control purposes, we rely on customary business practices and processes for documenting that we have met the criteria described in (a) through (d) above. Such customary business practices and processes may vary significantly by client. On occasion, it is possible that a transaction has met all of the revenue recognition criteria described above but we do not recognize revenue, unless we can otherwise determine that criteria (a) through (d) above have been met, because our customary business practices and processes specific to that client have not been completed. Historically, there has been a certain amount of revenue with respect to which, even though we had met the requirements of our revenue recognition policy, our clients’ vendors ultimately have rejected the claims underlying the revenue. In that case, our clients may request a refund or offset of such amount even though we may have collected fees. We record any such refunds as a reduction of revenue. We provide refund liabilities for these reductions in the economic value previously received by our clients with respect to vendor claims we identified and for which we previously have recognized revenue. We compute an estimate of our refund liabilities at any given time based on actual historical refund data. Billed receivables are stated at the amount we plan to collect and do not bear interest. We make ongoing estimates relating to the collectibility of our billed receivables and maintain a reserve for estimated losses resulting from the inability of our clients to meet their financial obligations to us. This reserve is primarily based on the level of past-due accounts based on the contractual terms of the receivables, our history of write-offs, and our relationships with, and the economic status of, our clients. Unbilled receivables relate to claims for which clients have received economic value but for which we contractually have agreed not to submit an invoice to the clients at such time. Unbilled receivables arise when a portion of our fee is deferred at the time of the initial invoice. At a later date (which can be up to a year after original invoice, and at other times a year after completion of the audit period), we invoice the unbilled receivable amount. Notwithstanding the deferred due date, our clients acknowledge that we have earned this unbilled receivable at the time of the original invoice, but have agreed to defer billing the client for the related services. We record periodic changes in unbilled receivables and refund liabilities as adjustments to revenue. We derive a relatively small portion of revenue on a “fee-for-service” basis whereby billing is based upon a fixed fee, a fee per hour, or a fee per other unit of service. We recognize revenue for these types of services as we provide and invoice for them, and when criteria (a) through (d) as set forth above are met. (c) 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. The $15.1 million in cash and cash equivalents as of December 31, 2015 includes $4.7 million held in the U.S., $2.8 million held in Canada, and $7.6 million held in other foreign jurisdictions, primarily in the United Kingdom, Australia, India, and Brazil. Our cash and cash equivalents included short-term investments of approximately $4.5 million as of December 31, 2015 and $12.2 million as of December 31, 2014 , of which approximately $3.2 million and $2.5 million , respectively, were held at banks outside of the United States, primarily in Brazil and Canada. (d) Fair Value of Financial Instruments We state cash equivalents at cost, which approximates fair market value. The carrying values for receivables from clients, unbilled receivables, 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 December 31, 2015 and 2014. We record bank debt, if any, as the unpaid balance as of the period end date based on the effective borrowing rate and repayment terms when originated. The bank debt that we repaid was subject to variable rate terms, and we believe that the fair value was approximately equal to the carrying value. We considered the factors used in determining the fair value of this debt to be Level 3 inputs (significant unobservable inputs). We had no business acquisition obligations as of December 31, 2015 and 2014. Our business acquisition obligations represent the fair value of deferred consideration and earn-out payments estimated to be due as of the date for which we recorded these amounts. 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). We state certain assets at fair value on a nonrecurring basis as required by accounting principles generally accepted in the United States of America. Generally, these assets are recorded at fair value on a nonrecurring basis as a result of impairment charges. We recorded an impairment charge in 2013 (see (f) Software Development Costs ) whereby the fair value of the assets was derived using Level 3 inputs (significant unobservable inputs). (e) Property and Equipment We report property and equipment at cost or estimated fair value at acquisition date and depreciate them over their estimated useful lives using the straight-line method. Our useful lives for fixed assets are three years for computer laptops, four years for desktops, five years for IT server, storage and network equipment, five years for furniture and fixtures and three years for purchased software. We amortize leasehold improvements using the straight-line method over the shorter of the lease term or ten years. Depreciation expense from continuing operations was $5.3 million in 2015 , $6.0 million in 2014 and $6.8 million in 2013 . We review the carrying value of property and equipment for impairment whenever events and circumstances indicate that the carrying value of an asset may not be recoverable from the estimated future cash flows expected to result from its use and eventual disposition. In cases where undiscounted expected future cash flows are less than the carrying value, we will recognize an impairment loss equal to the amount by which the carrying value exceeds the fair value of the asset. No impairment charges were necessary in the three years ended December 31, 2015 with the exception of charges for software development costs noted below. (f) Software Development Costs We capitalize a portion of the costs we incur related to our internal development of software that we use in our operations and amortize these costs using the straight-line method over the expected useful lives of three to seven years. We also capitalize a portion of the costs we incur related to our internal development of software that we intend to market to others. We amortize these costs over the products’ estimated economic lives, which typically are three years, beginning when the underlying products are available for general release to clients. We review the carrying value of capitalized software development costs for impairment whenever events and circumstances indicate that the carrying value of the asset may not be recoverable from the estimated future cash flows expected to result from its use and eventual disposition. In cases where undiscounted expected future cash flows are less than the carrying value, we will recognize an impairment loss equal to the amount by which the carrying value exceeds the fair value of the asset. We recorded an impairment charge of $2.8 million in 2013 relating to internally developed software assets. No impairment charges were necessary in 2015 or 2014. The impairment charges in 2013 included $2.7 million in the Recovery Audit Services - Americas segment relating to certain capitalized software development costs associated with certain proprietary audit tools. Much of the development efforts in this area were beneficial, but certain aspects of the development did not yield the benefits anticipated. We continue to develop this business model, but have changed our focus in certain areas and no longer expect to receive future economic benefit from certain costs and therefore recorded an impairment charge in the fourth quarter of 2013 representing the net book value of these capitalized costs. The remaining $0.1 million of impairment charges from 2013 were in the Adjacent Services segment and related to certain capitalized software development costs associated with certain advisory and analytics tools. Since the perceived future benefit of such tools was less than the carrying value of such tools, we recorded an impairment charge in the fourth quarter of 2013 representing the net book value of such tools. We consider software development activities to be research and development costs and expense them as incurred. However, we capitalize the costs incurred for the development of computer software that will be sold, leased, or otherwise marketed or that will be used in our operations beginning when technological feasibility has been established. Research and development costs from continuing operations, including the amortization of amounts previously capitalized, were $3.0 million in 2015 , $3.1 million in 2014 and $4.0 million in 2013 . (g) Goodwill and Intangible Assets Goodwill represents the excess of the purchase price over the estimated fair market value of net identifiable assets of acquired businesses. We evaluate the recoverability of goodwill and other intangible assets in accordance with ASC 350, Intangibles—Goodwill and Other , in the fourth quarter of each year or sooner if events or changes in circumstances indicate that the carrying amount may exceed its fair value. This evaluation includes a preliminary assessment of qualitative factors to determine if it is necessary to perform a two-step impairment testing process. The first step identifies potential impairments by comparing the fair value of the reporting unit with its carrying value, including goodwill. If the calculated fair value of a reporting unit exceeds the carrying value, goodwill is not impaired, and the second step is not necessary. If the carrying value of a reporting unit exceeds the fair value, the second step calculates the possible impairment loss by comparing the implied fair value of goodwill with the carrying value. If the fair value is less than the carrying value, we would record an impairment charge. We are not required to calculate the fair value of our reporting units that hold goodwill unless we determine that it is more likely than not that the fair value of these reporting units is less than their carrying values. In this analysis, we consider a number of factors, including changes in our legal, business and regulatory climates, changes in competition or key personnel, macroeconomic factors impacting our company or our clients, our recent financial performance and expectations of future performance and other pertinent factors. Based on these analyses, we determined that it was not necessary for us to perform the two-step process. We last used independent business valuation professionals to estimate fair value in the fourth quarter of 2010 and determined that fair value exceeded carrying value for all relevant reporting units. No impairment charges were necessary based on our internal assessments in the three years ended December 31, 2015 . (h) Direct Expenses and Deferred Costs We typically expense direct expenses that we incur during the course of recovery audit and delivery of Adjacent Services offerings as incurred. For certain implementation and set-up costs associated with our “fee for service” revenue that we earn over an extended period of time, we defer the related direct and incremental costs and recognize them as expenses over the life of the underlying contract. (i) Income Taxes We account for income taxes under the asset and liability method. We recognize deferred tax assets and liabilities for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry forwards. We measure deferred tax assets and liabilities using enacted tax rates we expect to apply to taxable income in the years in which we expect to recover or settle those temporary differences. We recognize the effect on the deferred tax assets and liabilities of a change in tax rates in income in the period that includes the enactment date. We reduce our deferred tax assets by a valuation allowance if it is more likely than not that some portion or all of a deferred tax asset will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences are deductible. In determining the amount of valuation allowance to record, we consider all available positive and negative evidence affecting specific deferred tax assets, including our past and anticipated future performance, the reversal of deferred tax liabilities, the length of carry-back and carry-forward periods and the implementation of tax planning strategies. Objective positive evidence is necessary to support a conclusion that a valuation allowance is not needed for all or a portion of deferred tax assets when significant negative evidence exists. Cumulative losses for tax reporting purposes in recent years are the most compelling form of negative evidence we considered in this determination. 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 jurisdictions. (j) Foreign Currency We use the local currency as the functional currency in the majority of the countries in which we conduct business outside of the United States. We translate the assets and liabilities denominated in foreign currencies into U.S. dollars at the current rates of exchange at the balance sheet date. We include the translation gains and losses as a separate component of shareholders’ equity and in the determination of comprehensive income (loss). We translate revenue and expenses in foreign currencies at the weighted average exchange rates for the period. We separately state the foreign currency transaction gains and losses on short-term intercompany balances in the Consolidated Statements of Operations. We include all other realized and unrealized foreign currency transaction gains (losses) in “Selling, general and administrative expenses.” (k) Earnings (Loss) Per Common Share We compute basic earnings (loss) per common share by dividing net income (loss) available to common shareholders by the weighted-average number of shares of common stock outstanding during the period. We compute diluted earnings (loss) per common share by dividing net income (loss) available to common shareholders by the sum of (1) the weighted-average number of shares of common stock outstanding during the period, (2) the dilutive effect of the assumed exercise of stock options using the treasury stock method, and (3) the dilutive effect of other potentially dilutive securities. We exclude the potential dilutive effect of stock options and convertible instruments from the determination of diluted earnings (loss) per common share if the effect of including them would be antidilutive. (l) Stock-Based Compensation We account for awards of equity instruments issued to employees and directors under the fair value method of accounting and recognize such amounts in our Consolidated Statements of Operations. We measure compensation cost for all stock-based awards at fair value on the date of grant and recognize compensation expense in our Consolidated Statements of Operations using the straight-line method over the service period over which we expect the awards to vest. We recognize compensation costs for awards with performance conditions based on the probable outcome of the performance conditions. We accrue compensation cost if we believe it is probable that the performance condition(s) will be achieved and do not accrue compensation cost if we believe it is not probable that the performance condition(s) will be achieved. In the event that it becomes probable that performance condition(s) will no longer be achieved, we reverse all of the previously recognized compensation expense in the period such a determination is made. We estimate the fair value of all time-vested options as of the date of grant using the Black-Scholes option valuation model, which was developed for use in estimating the fair value of traded options that have no vesting restrictions and are fully transferable. Option valuation models require the input of highly subjective assumptions, including the expected stock price volatility, which we calculate based on the historical volatility of our common stock. We use a risk-free interest rate, based on the U.S. Treasury instruments in effect at the time of the grant, for the period comparable to the expected term of the option. We use the “simplified” method in estimating the expected term, the period of time that options granted are expected to be outstanding, for our grants. We estimate the fair value of awards of restricted shares and nonvested shares as being equal to the market value of the common stock on the date of the award. We classify our share-based payments as either liability-classified awards or as equity-classified awards. We remeasure liability-classified awards to fair value at each balance sheet date until the award is settled. We measure equity-classified awards at their grant date fair value and do not subsequently remeasure them. We have classified our share-based payments which are settled in our common stock as equity-classified awards and our share-based payments that are settled in cash as liability-classified awards. Compensation costs related to equity-classified awards generally are equal to the fair value of the award at grant-date amortized over the vesting period of the award. The liability for liability-classified awards generally is equal to the fair value of the award as of the balance sheet date multiplied by the percentage vested at the time. We record the change in the liability amount from one balance sheet date to another to compensation expense. (m) Comprehensive Income (Loss) and Accumulated Other Comprehensive Income Consolidated comprehensive income (loss) consists of consolidated net income (loss) and foreign currency translation adjustments. We present the calculation of consolidated comprehensive income (loss) in the accompanying Consolidated Statements of Comprehensive Income (Loss). No amounts have been reclassified out of Accumulated Other Comprehensive Income during the periods presented in our consolidated financial statements. (n) Segment Reporting We report our operating segment information in three segments: Recovery Audit Services – Americas; Recovery Audit Services – Europe/Asia-Pacific and Adjacent Services. We include the unallocated portion of corporate selling, general and administrative expenses not specifically attributable to our three operating segments in Corporate Support. Our business segments reflect the internal reporting that our Chief Executive Officer, who is our chief operating decision maker, uses for the purpose of making decisions about allocating resources and assessing performance. Our management, including our Chief Executive Officer, uses what we internally refer to as “Adjusted EBITDA” as the primary measure of profit or loss for purposes of assessing the operating performance of all operating segments. We define Adjusted EBITDA as earnings from continuing operations before interest, taxes, depreciation and amortization (“EBITDA”) as adjusted for unusual and other significant items that management views as distorting the operating results of the various segments from period to period. EBITDA and Adjusted EBITDA are not financial measures determined in accordance with GAAP. Such non-GAAP financial measures do not measure the profit or loss of the reportable segments in accordance with GAAP. Given that we use Adjusted EBITDA as our primary measure of segment performance, GAAP rules on segment reporting require that we include this non-GAAP measure in our discussion of our operating segments. We also must reconcile Adjusted EBITDA to our operating results presented on a GAAP basis. We provide this reconciliation in Note 2 to these consolidated financial statements along with other information about our reportable segments. We do not intend the reconciling items to be, nor should they be, interpreted as non-recurring or extraordinary, or in any manner be deemed as adjustments made in accordance with GAAP. Because Adjusted EBITDA is not a financial measure determined in accordance with GAAP, it may not be comparable to other similarly titled measures of other companies. (o) 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 us is set forth below. FASB ASC Update No. 2016-02 - In February 2016, the FASB issued Accounting Standards Update 2016-02, Leases (Topic 842). The standard requires the recognition of lease assets and lease liabilities by lessees for those leases classified as operating leases. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition. The standard requires lessors to classify leases as either sales-type, finance or operating. A sales-type lease occurs if the lessor transfers all of the risks and rewards, as well as control of the underlying asset, to the lessee. If risks and rewards are conveyed without the transfer of control, the lease is treated as a financing lease. If the lessor does not convey risks and rewards or control, an operating lease results. The standard will become effective for the Company beginning January 1, 2019. The Company is currently assessing the impact adoption of this standard will have on its consolidated results of operations, financial condition, cash flows, and financial statement disclosures. FASB ASC Update No. 2015-17 - In November 2015, the FASB issued Accounting Standards Update 2015-17, Income Taxes (Topic740). The amendments in this update require an entity to classify deferred income tax liabilities and assets into noncurrent amounts in a classified statement of financial position. The impacts of these amendments is effective for fiscal periods that begin after December 15, 2016. We adopted the provisions of this update as of the end of 2015 and will apply the changes prospectively. FASB ASC Update No. 2015-15 . In August 2015, the FASB issued Accounting Standards Update No. 2015-15, Interest - Imputations of Interest (Subtopic 835-30) . The amendments in this update clarify the stance by the SEC allowing an entity to defer and present debt issuance costs for a line-of-credit arrangement as an asset and subsequently amortizing the deferred debt issuance costs ratably over the term of the line-of-credit arrangement, regardless of whether there are any outstanding borrowings on the line-of-credit arrangement. We are currently evaluating the impact of ASU 2015-15 on our consolidated financial statements. FASB ASC Update No. 2015-05 . In April 2015, the FASB issued Accounting Standards Update 2015-05, Goodwill and Other - Internal-Use Software (Subtopic 350-40) . The amendments in this update provide guidance about whether a cloud computing arrangement includes a software license. Specifically the amendment states that if a cloud computing arrangement includes a software license, then the customer should account for the software license element of the arrangement consistent with the acquisition of other software licenses. If a cloud computing arrangement does not include a software license, the customer should account for the arrangement as a service contract. The amendments in this update are effective for those annual periods beginning after December 15, 2015. We are currently evaluating the impact of ASU 2015-05 on our consolidated financial statements. 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. 2015-02. In February 2015, the FASB issued Accounting Standards Update 2015-02, Consolidation (Topic 810). The amendments in this update revise the consolidation model for all entiti |
Operating Segments and Related
Operating Segments and Related Information | 12 Months Ended |
Dec. 31, 2015 | |
Segment Reporting [Abstract] | |
Operating Segments and Related Information | OPERATING SEGMENTS AND RELATED INFORMATION We conduct our operations through three reportable segments: Recovery Audit Services – Americas represents recovery audit services (other than HCRA services) provided in the United States of America (“U.S.”), Canada and Latin America. Recovery Audit Services – Europe/Asia-Pacific represents recovery audit services provided in Europe, Asia and the Pacific region. Adjacent Services (formerly known as Profit Optimization services) represents data transformation, data analytics and associated advisory services. We include the unallocated portion of corporate selling, general and administrative expenses not specifically attributable to the three reportable segments in Corporate Support . During the fourth quarter of 2015, PRGX entered into agreements with third parties to fulfill its Medicare recovery audit contractor ("RAC") program subcontract obligations to audit Medicare payments and provide support for claims appeals and assigned its remaining Medicaid contract to another party. The Company will continue to incur certain expenses while the current Medicare RAC contracts are still in effect. As part of discontinuing the HCRA business, the Company increased its accrual for outstanding Medicare RAC appeals liability by approximately $2.1 million . As a result, the HCRA services business has been reported as Discontinued Operations in accordance with US GAAP. Discontinued operations information for the years ended December 31, 2015 and 2014 and 2013 (in thousands) is as follows: Results of Discontinued Operations (in thousands) 2015 2014 2013 Revenue, net 1,266 2,640 16,948 Cost of sales 4,743 5,069 13,249 Selling, general and administrative expense 1,253 2,207 3,057 Depreciation and amortization 35 191 1,448 Impairment charges — — 1,434 Pretax loss from discontinued operations (4,765 ) (4,827 ) (2,240 ) Income tax expense — — — Net loss from discontinued operations (4,765 ) (4,827 ) (2,240 ) 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 years ended December 31, 2015 and 2014 and 2013 (in thousands) is as follows: Recovery Audit Services – Americas Recovery Audit Services – Europe/Asia- Pacific Adjacent Services Corporate Support Total 2015 Revenue, net $ 97,009 $ 36,264 $ 5,029 $ — $ 138,302 Net income from continuing operations $ 1,539 Income tax expense 369 Interest income, net (190 ) EBIT $ 22,539 $ 2,573 $ (5,131 ) $ (18,263 ) 1,718 Depreciation of property and equipment 4,036 647 634 — 5,317 Amortization of intangible assets 1,728 600 130 — 2,458 EBITDA 28,303 3,820 (4,367 ) (18,263 ) 9,493 Foreign currency transaction (gains) losses on short-term intercompany balances 807 1,533 12 (187 ) 2,165 Acquisition-related charges — — — — — Transformation severance and related expenses 322 589 30 308 1,249 Other loss — — 1,191 — 1,191 Stock-based compensation — — — 3,926 3,926 Adjusted EBITDA $ 29,432 $ 5,942 $ (3,134 ) $ (14,216 ) $ 18,024 Capital expenditures $ 3,669 $ 543 $ 270 $ — 4,482 Allocated assets $ 44,588 $ 13,922 $ 1,030 $ — $ 59,540 Unallocated assets: Cash and cash equivalents — — — 15,122 15,122 Restricted cash — — — 48 48 Deferred loan costs — — — 80 80 Deferred income taxes — — — 1,361 1,361 Prepaid expenses and other assets — — — 2,465 2,465 Discontinued operations — — — 1,775 1,775 Total assets $ 44,588 $ 13,922 $ 1,030 $ 20,851 $ 80,391 Recovery Audit Services – Americas Recovery Audit Services – Europe/Asia- Pacific Adjacent Services Corporate Support Total 2014 Revenue, net $ 106,533 $ 44,319 $ 10,700 $ — $ 161,552 Net loss from continuing operations $ (2,699 ) Income tax expense 3,241 Interest income, net (77 ) EBIT $ 21,066 $ 2,772 $ (4,161 ) $ (19,212 ) 465 Depreciation of property and equipment 4,711 592 722 — 6,025 Amortization of intangible assets 2,002 1,195 334 — 3,531 EBITDA 27,779 4,559 (3,105 ) (19,212 ) 10,021 Foreign currency transaction (gains) losses on short-term intercompany balances 380 1,828 — (205 ) 2,003 Acquisition-related charges (benefits) — — 249 — 249 Transformation severance and related expenses 1,348 1,285 418 589 3,640 Other loss — — 57 — 57 Stock-based compensation — — — 4,532 4,532 Adjusted EBITDA $ 29,507 $ 7,672 $ (2,381 ) $ (14,296 ) $ 20,502 Capital expenditures $ 3,930 $ 651 $ 123 $ — $ 4,704 Allocated assets $ 50,252 $ 18,556 $ 4,596 $ — $ 73,404 Unallocated assets: Cash and cash equivalents — — — 25,735 25,735 Restricted cash — — — 53 53 Deferred income taxes — — — 41 41 Prepaid expenses and other assets — — — 2,729 2,729 Discontinued operations — — — 820 820 Total assets $ 50,252 $ 18,556 $ 4,596 $ 29,378 $ 102,782 Recovery Audit Services – Americas Recovery Audit Services – Europe/Asia- Pacific Adjacent Services Corporate Support Total 2013 Revenue, net $ 118,649 $ 46,436 $ 13,183 $ — $ 178,268 Net income from continuing operations $ 2,054 Income tax expense 2,755 Interest expense, net (77 ) EBIT $ 27,094 $ 3,901 $ (3,480 ) $ (22,783 ) 4,732 Depreciation of property and equipment 5,617 514 652 — 6,783 Amortization of intangible assets 2,792 1,508 697 — 4,997 EBITDA 35,503 5,923 (2,131 ) (22,783 ) 16,512 Impairment charges 2,702 — 71 — 2,773 Foreign currency transaction (gains) losses on short-term intercompany balances 327 (316 ) — (24 ) (13 ) Acquisition-related charges (benefits) 1,315 (900 ) 187 — 602 Transformation severance and related expenses 107 1,135 81 1,134 2,457 Stock-based compensation — — — 6,294 6,294 Adjusted EBITDA $ 39,954 $ 5,842 $ (1,792 ) $ (15,379 ) $ 28,625 Capital expenditures $ 5,292 $ 781 $ 376 $ — $ 6,449 Allocated assets $ 55,978 $ 16,706 $ 4,993 $ — $ 77,677 Unallocated assets: Cash and cash equivalents — — — 43,700 43,700 Restricted cash — — — 57 57 Deferred income taxes — — — 1,708 1,708 Prepaid expenses and other assets — — — 2,254 2,254 Discontinued operations — — — 7,433 7,433 Total assets $ 55,978 $ 16,706 $ 4,993 $ 55,152 $ 132,829 The following table presents revenue by country based on the location of clients served (in thousands): Years Ended December 31, 2015 2014 2013 United States $ 80,484 $ 88,859 $ 98,871 United Kingdom 19,540 23,817 24,639 Canada 12,388 15,851 19,584 France 6,186 8,508 10,225 Australia 6,111 5,762 4,461 Mexico 4,340 4,653 4,482 Brazil 1,223 3,050 5,090 New Zealand 596 1,353 976 Spain 1,019 1,275 844 Thailand 933 986 971 Hong Kong 864 903 851 Colombia 610 841 752 Other 4,008 5,694 6,522 $ 138,302 $ 161,552 $ 178,268 The following table presents long-lived assets by country based on the location of the asset (in thousands): December 31, 2015 2014 United States $ 26,281 $ 29,392 United Kingdom 2,939 4,416 All Other 1,297 1,359 $ 30,517 $ 35,167 No client accounted for 10% or more of total revenue in 2015 , 2014 , or 2013 . |
Earnings (Loss) Per Common Shar
Earnings (Loss) Per Common Share | 12 Months Ended |
Dec. 31, 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 (in thousands, except per share data): Years Ended December 31, Basic earnings (loss) per common share: 2015 2014 2013 Numerator: Net income (loss) from continuing operations $ 1,539 $ (2,699 ) $ 2,054 Net loss from discontinued operations (4,765 ) (4,827 ) (2,240 ) Denominator: Weighted-average common shares outstanding 25,868 28,707 29,169 Basic earnings (loss) per common share from continuing operations $ 0.06 $ (0.09 ) $ 0.07 Basic loss per common share from discontinued operations $ (0.18 ) $ (0.17 ) $ (0.08 ) Years Ended December 31, Diluted earnings (loss) per common share: 2015 2014 2013 Numerator: Net income (loss) from continuing operations $ 1,539 $ (2,699 ) $ 2,054 Net loss from discontinued operations (4,765 ) (4,827 ) (2,240 ) Denominator: Weighted-average common shares outstanding 25,868 28,707 29,169 Incremental shares from stock-based compensation plans 36 — 459 Denominator for diluted earnings per common share 25,904 28,707 29,628 Diluted earnings (loss) per common share from continuing operations $ 0.06 $ (0.09 ) $ 0.07 Diluted loss per common share from discontinued operations $ (0.18 ) $ (0.17 ) $ (0.08 ) Weighted-average shares outstanding excludes antidilutive shares underlying options that totaled 3.3 million , 3.3 million , and 3.0 million shares, respectively, from the computation of diluted earnings (loss) per common share for the years ended December 31, 2015 , 2014 , and 2013 . Weighted-average shares outstanding excludes 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 years ended December 31, 2014 and 2013. The number of common shares we used in the basic and diluted earnings (loss) per common share computations include nonvested restricted shares of 2.7 million , 0.5 million , and 0.7 million for the years ended December 31, 2015 , 2014 , and 2013 , respectively, and nonvested restricted share units that we consider to be participating securities of 0.1 million for the year ended December 31, 2015 and 0.1 million for the years ended December 31, 2014 and 2013 . |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 12 Months Ended |
Dec. 31, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
GOODWILL AND INTANGIBLE ASSETS | GOODWILL AND INTANGIBLE ASSETS (a) Goodwill We evaluate the recoverability of goodwill in the fourth quarter of each year or sooner if events or changes in circumstances indicate that the carrying amount may exceed its fair value. These analyses did not result in an impairment charge during the periods presented. Goodwill in our Recovery Audit Services - Americas segment includes accumulated impairment losses of $359.9 million recorded in 2002 and 2005. Goodwill by reportable segments during 2015 and 2014 was as follows (in thousands): Recovery Audit Services – Americas Recovery Audit Services – Europe/Asia- Pacific Adjacent Services Total Balance, January 1, 2014 $ 12,177 $ 913 $ 596 $ 13,686 Goodwill disposed in connection with business divestiture — — (596 ) (596 ) Foreign currency translation — (54 ) — (54 ) Balance, December 31, 2014 12,177 859 — 13,036 Goodwill disposed in connection with business divestiture (1,422 ) — — (1,422 ) Goodwill recorded in connection with business combinations — — 242 242 Foreign currency translation — (46 ) — (46 ) Balance, December 31, 2015 $ 10,755 $ 813 $ 242 $ 11,810 We initially recorded goodwill of $7.8 million in our Recovery Audit Services – Americas segment in conjunction with our December 2011 acquisition of Business Strategy, Inc. and substantially all the assets of an affiliated company (collectively, “BSI”) (see Note 12 below). We recorded purchase price adjustments in 2012 of $0.2 million that reduced the BSI goodwill to $7.6 million and recorded this change retroactively to 2011 bringing the total goodwill for this segment to $12.2 million as of December 31, 2013. We also recorded additions to goodwill of $0.7 million in our Recovery Audit Services – Europe/Asia-Pacific segment in 2012 relating to our acquisitions in 2012 of two third-party audit firms to which we had subcontracted a portion of our audit services (“associate migrations”) bringing the total goodwill for this segment to $0.9 million as of December 31, 2013. During 2015, we recorded goodwill of 0.2 million in our Adjacent Services segment relating to the acquisition of the Supplier Information Management ("SIM") business from Global Edge. In October 2014, we divested certain previously acquired assets within our Adjacent Services segment that were related to our Chicago, Illinois-based consulting business (see Note 12 below). The goodwill from the 2010 purchase of TJG Holdings LLC was disposed of as a result of this divestiture. During August 2015, we divested certain assets from a document service offering within our Recovery Audit Services - Americas segment and disposed of (1.4) million of associated goodwill. (b) Intangible Assets Intangible assets consist principally of amounts we assigned to customer relationships, trademarks, non-compete agreements and trade names in conjunction with business acquisitions. Changes in gross carrying amounts for intangible assets in 2015 related primarily to the divestiture of certain assets from a document service offering ("SDS assets"). Changes in gross carrying amounts for intangible assets in 2014 related primarily to the divestiture of certain previously acquired assets within our Adjacent Services segment that were related to our Chicago, Illinois-based consulting business ("TJG assets"). There were no changes in gross carrying amounts for intangible assets in 2013, outside of foreign currency adjustments. Note 12 – Business Acquisitions and Divestitures below includes a more detailed description of the divestiture in 2014 and recent acquisitions. Certain of our intangible assets associated with acquisitions of assets or businesses by our foreign subsidiaries are denominated in the local currency of such subsidiary and therefore are subject to foreign currency ("FX") adjustments. We present the amounts for these transactions in United States dollars utilizing foreign currency exchange rates as of the respective balance sheet dates. Amortization expense relating to intangible assets, other than acquired work in process, was $2.5 million in 2015 , $3.5 million in 2014 and $4.8 million in 2013 . As of December 31, 2015 and based on our current amortization methods, we project amortization expense relating to intangible assets for the next five years will be $1.5 million in 2016 , $1.2 million in 2017 , $1.1 million in 2018 , $1.0 million in 2019 and $0.9 million in 2020 . We generally use accelerated amortization methods for customer relationships and trade names, and straight-line amortization for non-compete agreements. Changes in noncurrent intangible assets during 2015 and 2014 were as follows (in thousands): Customer Relationships Trademarks Non- compete Agreements Trade Names Total Gross carrying amount: Balance, January 1, 2014 $ 39,815 $ 1,090 $ 2,529 $ 2,865 $ 46,299 Disposition of TJG assets (829 ) — (808 ) (665 ) (2,302 ) FX adjustments and other (490 ) (31 ) (64 ) — (585 ) Balance, December 31, 2014 38,496 1,059 1,657 2,200 43,412 Disposition of SDS assets (291 ) (101 ) (126 ) — (518 ) FX adjustments and other (421 ) (27 ) (54 ) — (502 ) Balance, December 31, 2015 $ 37,784 $ 931 $ 1,477 $ 2,200 $ 42,392 Accumulated amortization: Balance, January 1, 2014 $ (27,168 ) $ (700 ) $ (2,142 ) $ (2,707 ) $ (32,717 ) Amortization expense (3,122 ) (197 ) (137 ) (75 ) (3,531 ) Disposition of TJG assets 371 — 808 582 1,761 FX adjustments and other 423 28 63 — 514 Balance, December 31, 2014 (29,496 ) (869 ) (1,408 ) (2,200 ) (33,973 ) Amortization expense (2,211 ) (125 ) (122 ) — (2,458 ) Disposition of SDS assets 64 87 95 — 246 FX adjustments and other 397 26 54 — 477 Balance, December 31, 2015 $ (31,246 ) $ (881 ) $ (1,381 ) $ (2,200 ) $ (35,708 ) Net carrying amount: Balance, December 31, 2014 $ 9,000 $ 190 $ 249 $ — $ 9,439 Balance, December 31, 2015 $ 6,538 $ 50 $ 96 $ — $ 6,684 Estimated useful life (years) 6-20 years 6 years 1-5 years 4-5 years |
Debt
Debt | 12 Months Ended |
Dec. 31, 2015 | |
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. There have been no borrowings under the revolving credit portion of the SunTrust credit facility. 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. Prior to the January 2014 amendment to the SunTrust credit facility described below, 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 applicable margin was 2.25% and the interest rate was approximately 2.43% at December 31, 2013. We also paid a commitment fee of 0.5% per annum, payable quarterly, on the unused portion of the $15.0 million SunTrust revolving credit facility. The weighted-average interest rate on term loan balances outstanding under the SunTrust credit facility during 2013, including fees, was 4.1% . We made mandatory principal payments on the SunTrust term loan totaling $3.0 million and the final principal payment of $3.0 million during the year ended December 31, 2013. The SunTrust 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 SunTrust 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 SunTrust credit facility includes customary events of default. 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). We also paid a commitment fee of 0.5% per annum, payable quarterly, on the unused portion of the SunTrust revolving credit facility through the amendment date below. On December 23, 2014, we entered into an amendment of the SunTrust credit facility that reduced the committed revolving credit facility from $25.0 million to $20.0 million . The credit facility bears interest at a rate per annum comprised of a specified index rate based on one-month LIBOR, plus an applicable margin ( 1.75% per annum). The index rate is determined as of the first business day of each calendar month. 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 December 31, 2015 , had any borrowings been outstanding, was approximately 1.99% . The credit facility includes two financial covenants (a maximum leverage ratio and a minimum fixed charge coverage ratio) that apply only if we have borrowings under the credit facility that arise or remain outstanding during the final 30 calendar days of any fiscal quarter. These financial covenants also will be tested, on a modified pro forma basis, in connection with each new borrowing under the credit facility. This amendment also extended the scheduled maturity of the revolving credit facility to December 23, 2017 and lowered the commitment fee to 0.25% per annum, payable quarterly, on the unused portion of the revolving credit facility. The weighted-average interest rate for the commitment fee due on the revolving credit facility was 0.25% in 2015 and 0.5% in 2014. As of December 31, 2015 , we had no outstanding borrowings under the SunTrust credit facility. The Company was in compliance with the covenants in its SunTrust credit facility as of December 31, 2015 . Future Minimum Payments There were no future minimum principal payments of debt as of December 31, 2015 and 2014 . |
Lease Commitments
Lease Commitments | 12 Months Ended |
Dec. 31, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
LEASE COMMITMENTS | LEASE COMMITMENTS PRGX is committed under noncancelable lease arrangements for facilities and equipment. Rent expense, excluding costs associated with the termination of noncancelable lease arrangements, was $4.6 million in 2015 , $6.0 million in 2014 and $6.3 million in 2013 . In January 2014, we amended the lease for our principal executive offices to extend the term through December 31, 2021, reduce the lease payment for 2014, and reduce the space under lease from approximately 132,000 square feet to approximately 58,000 square feet effective January 1, 2015. As of December 31, 2015, we had no subleased property. Starting in February 2016 we subleased approximately 3,000 square feet. We have entered into several operating lease agreements that contain provisions for future rent increases, free rent periods or periods in which rent payments are reduced (abated). We charge the total amount of rental payments due over the lease term to rent expense on the straight-line, undiscounted method over the lease terms. Future minimum lease payments under noncancelable operating leases including the amended lease for our principal executive offices, are as follows (in thousands): Year Ending December 31, Amount 2016 $ 3,883 2017 2,990 2018 2,200 2019 2,058 2020 1,845 Thereafter 1,654 Total payments $ 14,630 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | INCOME TAXES Income (loss) before income taxes from continuing operations relate to the following jurisdictions (in thousands): Years Ended December 31, 2015 2014 2013 United States $ (244 ) $ (3,369 ) $ (3,217 ) Foreign 2,152 3,911 8,026 $ 1,908 $ 542 $ 4,809 The provision for income taxes for continuing operations consists of the following (in thousands): Years Ended December 31, 2015 2014 2013 Current: Federal $ — $ — $ — State (13 ) (11 ) (452 ) Foreign 1,494 1,686 3,230 1,481 1,675 2,778 Deferred: Federal — — — State — — — Foreign (1,112 ) 1,566 (23 ) (1,112 ) 1,566 (23 ) Total $ 369 $ 3,241 $ 2,755 The significant differences between the U.S. federal statutory tax rate of 34% and the Company’s effective income tax expense for earnings (in thousands) are as follows: Years Ended December 31, 2015 2014 2013 Statutory federal income tax rate $ 649 $ 184 $ 1,635 State income taxes, net of federal effect (240 ) (189 ) (657 ) Deferred tax true-up 8,078 — — Change in deferred tax asset valuation allowance (6,729 ) 2,094 (904 ) Foreign taxes in excess of U.S. statutory rate (223 ) 714 1,784 Compensation deduction limitation (1,201 ) 381 820 Other, net 35 57 77 Total $ 369 $ 3,241 $ 2,755 The reconciliations shown above reflect changes to prior period schedules as a result of the reporting of discontinued operations for those periods. Additionally, it has been determined that permanent adjustments for compensation deduction limitations were inappropriately applied in 2014 and 2013. This correction is reflected as a credit in the rate reconciliation for 2015. There was an offsetting increase in the valuation allowance for the 2015 deduction recorded. The tax effects of temporary differences and carry-forwards that give rise to deferred tax assets and liabilities consist of the following (in thousands): Years Ended December 31, 2015 2014 Deferred income tax assets: Accounts payable and accrued expenses $ 954 $ 1,712 Accrued payroll and related expenses 1,713 2,530 Stock-based compensation expense 2,668 10,226 Depreciation of property and equipment 3,061 5,480 Capitalized software 94 — Non-compete agreements — 1 Unbilled receivables and refund liabilities 2,029 904 Operating loss carry-forwards of foreign subsidiary 3,275 1,920 Federal operating loss carry-forwards 31,884 30,669 State operating loss carry-forwards 4,038 2,671 Other 883 1,930 Gross deferred tax assets 50,599 58,043 Less valuation allowance 45,565 52,002 Gross deferred tax assets net of valuation allowance 5,034 6,041 Deferred income tax liabilities: Intangible assets 2,775 3,049 Capitalized software — 1,834 Other 898 1,117 Gross deferred tax liabilities 3,673 6,000 Net deferred tax assets $ 1,361 $ 41 During 2015, the Company undertook a detailed review of the Company's deferred taxes and it was determined that some reclassifications and adjustments were needed. All adjustments were offset by changes to the Company's valuation allowance and have been reflected in the 2015 year end balances noted above. Our reported effective tax rates on income approximated 19.3% in 2015 , 598.0% in 2014 , and 57.3% in 2013 . Reported income tax expense in each year primarily results from taxes on the income of foreign subsidiaries. The effective tax rates generally differ from the expected tax rate primarily due to the Company’s deferred tax asset valuation allowance on the domestic earnings and taxes on income of foreign subsidiaries. We reduce our deferred tax assets by a valuation allowance if it is more likely than not that some portion or all of a deferred tax asset will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences are deductible. In making this determination, we consider all available positive and negative evidence affecting specific deferred tax assets, including our past and anticipated future performance, the reversal of deferred tax liabilities, the length of carry-back and carry-forward periods and the implementation of tax planning strategies. Since this evaluation requires consideration of future events, significant judgment is required in making the evaluation, and our conclusion could be materially different should certain of our expectations not be met. Objective positive evidence is necessary to support a conclusion that a valuation allowance is not needed for all or a portion of deferred tax assets when significant negative evidence exists. Cumulative tax losses in recent years are the most compelling form of negative evidence considered by management in this determination. As of December 31, 2015, management determined that based on all available evidence, a valuation allowance was required for all U.S. deferred tax assets due to losses incurred for income tax reporting purposes for the past several years. We recorded a valuation allowance of $45.6 million as of December 31, 2015, representing a change of $6.4 million from the valuation allowance of $52.0 million recorded as of December 31, 2014. In 2015, management determined that a valuation allowance was no longer required against the deferred tax assets of one of its foreign subsidiaries. As of December 31, 2015, we had gross deferred tax assets of $1.5 million relating to this subsidiary. The benefit of these deferred tax assets is reflected as a credit to tax expense during the year ended December 31, 2015. As of December 31, 2015, we had approximately $91.1 million of U.S. federal loss carry-forwards available to reduce future U.S. federal taxable income. The U.S. federal loss carry-forwards expire through 2034. As of December 31, 2015, we had approximately $139.2 million of state loss carry-forwards available to reduce future state taxable income. The state loss carry-forwards expire to varying degrees between 2020 and 2034 and are subject to certain limitations. The state loss carry-forwards at December 31, 2015, reflect adjustments for prior period write-downs associated with ownership changes for state tax purposes. Generally, we have not provided deferred taxes on the undistributed earnings of international subsidiaries as we consider these earnings to be permanently reinvested. As it relates to the earnings of our Canadian and Brazilian subsidiaries, we assert that we are not permanently reinvested. We provided additional deferred taxes of $0.3 million in 2015, $0.2 million in 2014, and $0.4 million in 2013 representing the estimated withholding tax liability due if such amounts are repatriated. We did not provide additional incremental U.S. income tax expense on these amounts as the Canadian subsidiary is classified as a branch for U.S. income tax purposes and our Brazilian subsidiary did not have undistributed earnings during the year. On March 17, 2006, the Company experienced an ownership change as defined under Section 382 of the Internal Revenue Code (“IRC”). This ownership change resulted in an annual IRC Section 382 limitation that limits the use of certain tax attribute carry-forwards and also resulted in the write-off of certain deferred tax assets and the related valuation allowances that the Company recorded in 2006. Of the $91.1 million of U.S. federal loss carry-forwards available to the Company, $13.8 million of the loss carry-forwards are subject to an annual usage limitation of $1.4 million . The Company has reviewed subsequent potential ownership changes as defined under IRC Section 382 and has determined that on August 4, 2008, the Company experienced an additional ownership change. This subsequent ownership change did not decrease the original limitation nor did it impact the Company’s financial position, results of operations, or cash flows. 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. Our policy for recording potential interest and penalties associated with uncertain 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 jurisdictions. As a part of an ongoing Canadian tax audit, we continue to defend our tax position related to the valuation of an intercompany transaction. While we have established accruals for this matter, an assessment by the Canadian Revenue Authority may exceed such amounts. A reconciliation of our beginning and ending amount of unrecognized tax benefits and related accrued interest thereon is as follows: Unrecognized Tax Benefits Accrued Interest and Penalties Balance at January 1, 2013 $ 2,197 $ 1,460 Additions based on tax positions related to the current year — — Additions based on tax positions related to the prior years — 119 Decrease based on payments made during the year (932 ) (385 ) Decreases based on tax positions related to the prior years $ (541 ) $ (934 ) Balance at December 31, 2013 $ 724 $ 260 Additions based on tax positions related to the current year — — Additions based on tax positions related to the prior years — 33 Decreases based on payments made during the year — — Decreases based on tax positions related to the prior years (47 ) (73 ) Balance at December 31, 2014 $ 677 $ 220 Additions based on tax positions related to the current year — — Additions based on tax positions related to the prior years — 24 Decreases based on payments made during the year — — Decreases based on tax positions related to the prior years (142 ) (42 ) Balance at December 31, 2015 $ 535 $ 202 The decreases in the unrecognized tax benefits and the related accrued interest and penalties in 2015 and 2014 occurred for several reasons, including the expiration of the statute of limitations for certain of these taxes in several states and in two foreign jurisdictions, completion of an audit by a foreign jurisdiction that resulted in a lower tax assessment than we had estimated, and the imposition of limitations on our potential liability resulting from our participation in voluntary disclosure agreement processes with several states. Due to the complexity of the tax rules underlying these unrecognized tax benefits, and the unclear timing of tax audits, tax agency determinations, and other events, we cannot establish reasonably reliable estimates for the periods in which the cash settlement of these liabilities will occur. We file U.S., state, and foreign income tax returns in jurisdictions with varying statutes of limitations. As of December 31, 2015 , the 2012 through 2014 tax years generally remain subject to examination by federal and most state and foreign tax authorities. The use of net operating losses generated in tax years prior to 2012 may also subject returns for those years to examination. |
Employee Benefit Plans
Employee Benefit Plans | 12 Months Ended |
Dec. 31, 2015 | |
Compensation and Retirement Disclosure [Abstract] | |
EMPLOYEE BENEFIT PLANS | EMPLOYEE BENEFIT PLANS We maintain a defined contribution retirement plan (the "Plan") in accordance with Section 401(k) of the Internal Revenue Code, which allows eligible participating employees to defer receipt of up to 50% of their annual compensation and contribute such amount to one or more investment funds. We match employee contributions in a discretionary amount to be determined by management and approved by the Board of Directors each plan year up to the lesser of 6% of an employee’s annual compensation or $3,000 per participant. We also may make additional discretionary contributions to the Plan as determined by management and approved by the Board of Directors each plan year. Company matching funds and discretionary contributions vest 100% after three years of service for participants who either had attained three or more years of service or were hired on or after January 1, 2012. For all other participants, company matching funds and discretionary contributions vest at the rate of 20% after two years of service and 100% after three years of service. We amended the Plan in 2013 to add Roth 401(k) plan features that allow participating employees to make post-tax contributions in addition to, or in lieu of, the pre-tax contributions allowed under the Plan. Company matching funds are made on a pre-tax basis for both pre-tax and post-tax employee contributions, and are subject to the above limitations based on the aggregate pre-tax and post-tax contribution by the participant. The Company contributed to the Plan approximately $0.8 million in 2015, $1.0 million in 2014 and $1.1 million in 2013 . |
Capital Structure
Capital Structure | 12 Months Ended |
Dec. 31, 2015 | |
Equity [Abstract] | |
CAPITAL STRUCTURE | CAPITAL STRUCTURE Effective July 31, 2000, the Board of Directors amended the Company’s Articles of Incorporation to establish a new series of stock, which is designated as participating preferred stock. The Company’s remaining, undesignated preferred stock may be issued at any time or from time to time in one or more series with such designations, powers, preferences, rights, qualifications, limitations and restrictions (including dividend, conversion and voting rights) as may be determined by the Board of Directors, without any further votes or action by the shareholders. As of December 31, 2015 and 2014 , the Company had no preferred stock outstanding. On December 11, 2012, we closed a public offering of 6,249,234 shares of our common stock, which consisted of 2,500,000 shares sold by us and 3,749,234 shares sold by certain selling shareholders, at a price to the public of $6.39 per share. The net proceeds to us from the public offering, after deducting underwriting discounts and commissions and offering expenses, were $14.7 million . We did not receive any proceeds from the sale of shares by the selling shareholders. In addition, the underwriters elected to exercise an overallotment option for an additional 687,385 shares, and completed the additional sale on January 8, 2013. The net proceeds to us from the overallotment, after deducting underwriting discounts and commission and offering expenses, were $4.1 million . In 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 year ended December 31, 2014 and 217,155 shares of our common stock having a value of $1.5 million in the year ended December 31, 2013. On February 21, 2014, our Board of Directors authorized a stock repurchase program under which we could repurchase up to $10.0 million of our common stock from time to time through March 31, 2015. On March 25, 2014, our Board of Directors authorized a $10.0 million increase to the stock repurchase program, bringing the total amount of its common stock that the Company could repurchase under the program to $20.0 million . On October 24, 2014, our Board of Directors authorized a $20.0 million increase to the stock repurchase program, increasing the total share repurchase program to $40.0 million , and extended the duration of the program to December 31, 2015. In October 2015, our Board of Directors authorized an additional $10.0 million increase to the stock repurchase program, increasing the total share repurchase program to $50.0 million, and extended the duration of the program to December 31, 2016. We repurchased 4,118,386 shares of our common stock during the year ended December 31, 2015 for $18.1 million . We repurchased 3,605,142 shares of our common stock during the year ended December 31, 2014 for $22.7 million . Pursuant to exercises of outstanding stock options, we issued 29,128 shares of our common stock having a value of $91,000 in the year ended December 31, 2015 and 716,780 shares of our common stock having a value of $2.8 million in the year ended December 31, 2014 . Stock option exercises during the year ended December 31, 2014 primarily consisted of exercises by former executive officers of the Company. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 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. |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Dec. 31, 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 under which awards have been granted: (1) the 2006 Management Incentive Plan (“2006 MIP”); and (2) the 2008 Equity Incentive Plan (“2008 EIP”) (collectively, the “Plans”). The Company generally issues authorized but previously unissued shares to satisfy stock option exercises, grants of restricted stock awards and vesting of restricted stock units and settlements of 2006 MIP Performance Units. 2008 EIP Awards During the first quarter of 2008, the Board of Directors of the Company adopted the 2008 EIP, which was approved by the shareholders at the annual meeting of the shareholders on May 29, 2008. The 2008 EIP authorizes the grant of incentive and non-qualified stock options, stock appreciation rights, restricted stock, restricted stock units and other incentive awards. Two million shares of the Company’s common stock initially were reserved for issuance under the 2008 EIP pursuant to award grants to key employees, directors and service providers. The options granted pursuant to the 2008 EIP generally have seven year terms. An amendment to the 2008 EIP was adopted by the Company’s Board of Directors in April 2010 and approved at the Company’s annual meeting of shareholders held on June 15, 2010. This amendment, among other things, increased the number of shares reserved for issuance under the 2008 EIP by 3,400,000 shares to a total of 5,400,000 shares and provides that restricted stock awards and other full value awards will count as 1.41 shares against the available pool of shares under the plan. An amendment to the 2008 EIP was adopted by the Company’s Board of Directors in April 2012 and approved at the Company’s annual meeting of shareholders held on June 19, 2012. This amendment increased the number of shares reserved for issuance under the 2008 EIP by 2,200,000 shares to a total of 7,600,000 shares. An amendment to the 2008 EIP was adopted by the Company's Board of Directors in April 2014 and approved at the Company’s annual meeting of shareholders held on June 24, 2014. This amendment increased the number of shares reserved for issuance under the 2008 EIP by 3,000,000 shares to a total of 10,600,000 shares. Any shares issued in connection with an award against this 3,000,000 share pool will count against the available pool of shares on a one-to-one basis. As of December 31, 2015 , there were approximately 1.1 million shares available for future grants under the 2008 EIP. Stock options granted under the 2008 EIP generally 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 years ended December 31, 2015 , 2014 , and 2013 : Grantee Type # of Options Granted Vesting Period Weighted Average Exercise Price Weighted Average Grant Date Fair Value 2015 Director group 249,273 1 year or less $ 4.49 $ 2.44 Employee group 17,092 3 $ 3.99 $ 1.33 Employee inducement (1) 135,000 3 years $ 5.51 $ 1.42 2014 Director group 51,276 1 year or less $ 6.45 $ 1.89 Employee group (2) 1,480,000 3 years $ 6.99 $ 1.81 Employee inducement (3) 270,000 3 years $ 6.64 $ 1.71 2013 Director group 75,490 1 year or less $ 5.67 $ 2.00 Director group 17,092 3 years $ 6.83 $ 3.76 Employee group 549,875 3 years $ 5.75 $ 2.48 Employee inducement (4) 20,000 3 years $ 7.14 $ 3.81 (1) The Company granted non-qualified stock options outside its existing stock-based compensation plans in the first nine months of 2015 to three employees in connection with the employees joining the Company. (2) The weighted average exercise price for these options is calculated based on an exercise price of $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. (3) The Company granted non-qualified stock options outside its existing stock-based compensation plans in the third quarter of 2014 to two executives in connection with the executives joining the Company. (4) The Company granted non-qualified performance-based stock options outside its existing stock-based compensation plans in the first quarter of 2013 to one employee in connection with the employee joining the Company. 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 years ended December 31, 2015 , 2014 and 2013 : Grantee Type # of Shares Granted Vesting Period Weighted Average Grant Date Fair Value 2015 Director group 4,273 1 year or less $ 4.02 Director group 17,092 3 years $ 3.99 Employee group (1) 2,493,333 2 years $ 3.99 Employee inducement (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 Employee inducement (3) 70,000 3 years $ 6.04 2013 Director group 75,490 1 year or less $ 5.67 Director group 17,092 3 years $ 6.83 Employee group 599,875 3 years $ 5.82 Employee inducement (4) 20,000 3 years $ 7.14 (1) The Company granted nonvested performance-based stock awards (restricted stock units) in the first quarter of 2015 to eight executive officers totaling 1,325,000 units. During the third and fourth quarter of 2015, the Company issued 1,168,333 units to key employees. (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. (3) The Company granted nonvested stock awards (restricted stock) outside its existing stock-based compensation plans in the third quarter of 2014 to two executives in connection with the executives joining the Company. (4) 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. 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). On September 28, 2015, certain employees of the Company were granted 1,123,333 PBUs under the 2008 EIP. On December 14, 2015, certain employees of the Company were granted an additional 45,000 PBUs under the 2008 EIP. Upon vesting, the PBUs will be settled by the issuance of Company common stock equal to 25% of the number of PBUs being settled and the payment of cash in an amount equal to 75% 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 and at the target performance level, 100% 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 100% of the PBUs and no PBUs shall become vested and payable if performance does not equal or exceed the threshold performance level). During 2015, the PBUs were expensed at the target performance level based on management's estimates. During the fourth quarter of 2015, it was determined it was "not probable" that the threshold performance level would be achieved by the vesting period ending December 31, 2016 and the Company reversed approximately $0.8 million of expense incurred in the second quarter and $0.6 million of expense incurred in third quarter, a total of $1.4 million for the year ended December 31, 2015. A summary of option activity as of December 31, 2015 , and changes during the year then ended is presented below: Options Shares Weighted- Average Exercise Price (Per Share) Weighted- Average Remaining Contractual Term Aggregate Intrinsic Value ($ 000’s) Outstanding at January 1, 2015 3,325,103 $ 6.66 4.67 years $ 711 Granted 401,365 4.81 Exercised (29,128 ) 3.13 $ 40 Forfeited (179,281 ) 6.40 Expired (180,275 ) 9.63 Outstanding at December 31, 2015 3,337,784 $ 6.36 4.68 years $ 70 Exercisable at December 31, 2015 1,432,579 $ 8.09 3.49 years $ 70 The weighted-average grant date fair value of options granted was $2.32 per share in 2015 , $1.80 per share in 2014 and $2.50 per share in 2013 . The total intrinsic value of options exercised was $40 thousand in 2015 , $1.7 million in 2014 and $0.4 million in 2013 . For time-vested option grants that resulted in compensation expense recognition, we used the following assumptions in our Black-Scholes valuation models: Years Ended December 31, 2015 2014 2013 Risk-free interest rates 0.80% - 1.59% 0.88% - 1.79% 0.37% - 1.55% Dividend yields —% —% —% Volatility factor of expected market price .323 - .733 .370 - .390 .446 - .675 Weighted-average expected term of option 3.1 - 5 years 3.5 - 4.5 years 3.7 - 5 years Forfeiture rate —% —% —% A summary of nonvested stock awards (restricted stock and restricted stock units) activity as of December 31, 2015 and changes during the year then ended is presented below: Nonvested Stock Shares Weighted Average Grant Date Fair Value (Per Share) Nonvested at January 1, 2015 627,848 $ 6.40 Granted 2,564,698 4.00 Vested (275,053 ) 6.45 Forfeited (95,451 ) 4.14 Nonvested at December 31, 2015 2,822,042 $ 4.30 The weighted-average grant date fair value of nonvested stock awards (restricted stock and restricted stock units) granted was $4.00 per share in 2015 , $6.29 per share in 2014 and $5.86 per share in 2013 . The total vest date fair value of stock awards vested during the year was $1.2 million in 2015 , $2.3 million in 2014 and $4.6 million in 2013 . 2006 MIP Performance Units At the annual meeting of shareholders held on August 11, 2006, the shareholders of the Company approved a proposal granting authorization to issue up to 2.1 million shares of the Company’s common stock under the 2006 MIP. At Performance Unit settlement dates, participants were issued that number of shares of Company common stock equal to 60% of the number of Performance Units being settled, and were paid in cash 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. Prior to 2012, Performance Units were only granted in 2006 and 2007, and the last of such units were settled in May 2011. On June 19, 2012, seven senior officers of the Company were granted 154,264 Performance Units under the 2006 MIP, comprising all remaining available awards under the 2006 MIP. The awards had an aggregate grant date fair value of $1.2 million and vest ratably over three years. Upon vesting, the Performance Units 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 year ended December 31, 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 totaling less than $0.1 million . During the year ended December 31, 2014, an aggregate of 27,546 Performance Units were settled, which resulted in the issuance of 16,526 shares of common stock and cash payments totaling $0.1 million . Since the June 19, 2012 grant date to December 31, 2014, an aggregate of 137,740 Performance Units were settled by three current executive officers and three former executive officers, and 16,524 Performance Units were forfeited by one former executive officer. Such settlements resulted in the issuance of 79,356 shares of common stock and cash payments totaling $0.3 million . As of December 31, 2015 , no Performance Units were outstanding. There was no settlement of Performance Units during 2012. We recognized compensation expense of less than $0.1 million in 2015 , $0.2 million in 2014 and less than $0.5 million in 2013 related to these 2006 MIP Performance Unit awards. We determined the amount of compensation expense recognized on the assumption that none of the Performance Unit awards would be forfeited and recorded actual forfeitures as incurred. Stock-based compensation charges aggregated $3.9 million in 2015 and $4.5 million in 2014 and $6.3 million in 2013 . We include these charges in “Selling, general and administrative expenses” in the accompanying Consolidated Statements of Operations. At December 31, 2015 , there was $1.9 million of unrecognized stock-based compensation expense related to stock options, restricted stock awards, restricted stock unit awards, and Performance Unit awards which we expect to recognize over a weighted-average period of 2.0 years. |
Business Acquisitions and Dives
Business Acquisitions and Divestitures | 12 Months Ended |
Dec. 31, 2015 | |
Business Combinations [Abstract] | |
Business Acquisitions and Divestitures | BUSINESS ACQUISITIONS AND DIVESTITURES We completed several acquisitions and divestitures in recent years that we describe below. Generally, we acquire businesses that we believe will provide a strategic fit for our existing operations, cost savings and revenue synergies, or enable us to expand our capabilities in our Adjacent Services segment. We divest assets or businesses that we no longer find strategically aligned with our service offerings. We allocate the total purchase price in a business acquisition to the fair value of identified assets acquired and liabilities assumed based on the fair values at the acquisition date, and record amounts exceeding the fair values as goodwill. If the fair value of the assets acquired exceeds the purchase price, we record this excess as a gain on bargain purchase. We determine the estimated fair values of intangible assets acquired using our estimates of future discounted cash flows to be generated by the acquired business over the estimated duration of those cash flows. We base the estimated cash flows on our projections of future revenue, cost of revenue, capital expenditures, working capital needs and tax rates. We estimate the duration of the cash flows based on the projected useful life of the assets and business acquired. We determine the discount rate based on specific business risk, cost of capital and other factors. Etesius Limited In February 2010, the Company’s UK subsidiary acquired all the issued and outstanding capital stock of Etesius Limited (“Etesius”), a privately-held European provider of purchasing and payables technologies and spend analytics based in Chelmsford, United Kingdom. We have included the results of operations of Etesius in our Adjacent Services segment results of operations since the acquisition date as we acquired Etesius with the intention of expanding our capabilities in this segment. The financial terms of the Etesius share purchase agreement (“SPA”) required an initial payment to the Etesius shareholders of $2.8 million and a $0.3 million payment for obligations on behalf of Etesius shareholders which resulted in a total estimated purchase price value of approximately $3.1 million . The SPA required deferred payments of $1.2 million over four years from the date of the SPA to certain selling shareholders who are now our employees. The SPA also provided for potential additional variable payments (“earn-out”) to these selling shareholders/employees over the same four -year period based on the financial performance of certain of the Company’s services lines, up to a maximum of $3.8 million . Because we were not obligated to make the deferred and earn-out payments upon the termination of employment of these employees under certain circumstances, we recognized these payments as compensation expense as earned. From the acquisition date to December 31, 2014, we paid $1.4 million of deferred payments and variable consideration. This amount consisted of the final $0.7 million of deferred payments paid in February 2014 and $0.2 million of variable consideration paid in August 2014. We currently estimate that we will not pay any additional variable consideration relating to these provisions resulting in no remaining amounts payable relating to this acquisition as of December 31, 2015 and 2014. TJG Holdings LLC In November 2010, we acquired the business and certain assets of TJG Holdings LLC (“TJG”), a privately-held provider of finance and procurement operations improvement services based in Chicago, Illinois. We have included the results of operations of TJG in our Adjacent Services segment results of operations since the acquisition date. We acquired TJG with the intention of expanding our financial advisory services business. We recorded goodwill in connection with this acquisition, representing the value of the assembled workforce, including a management team with deep industry knowledge. This goodwill was deductible for tax purposes until our divestiture of certain assets from this acquisition in October 2014 (see Divestitures below). The financial terms of the TJG Asset Purchase Agreement required an initial payment to the TJG owners of $2.3 million . Additional variable consideration (“earn-out”) could be earned based on the operating results generated by the acquired business over the two years subsequent to the acquisition, up to a maximum of $1.9 million . We recorded an additional $1.4 million payable based on management’s estimate of the fair value of the earn-out liability. We calculated the earn-out liability based on estimated future discounted cash flows to be generated by the acquired business over a two year period. We determined the discount rate based on specific business risk, cost of capital and other factors. The total estimated purchase price was valued at approximately $3.7 million . From the acquisition date to December 31, 2013, we paid $1.9 million of the earn-out and recorded accretion and other adjustments of the liability of $0.5 million , resulting in no remaining earn-out payable as of December 31, 2013. Associate Migrations During 2012, we acquired the assets of several third-party audit firms to which we had subcontracted a portion of our audit services in our Recovery Audit Services – Europe/Asia-Pacific segment. We refer to the subcontractors as associates, and to the acquisitions as associate migrations. In an associate migration, we generally transfer all of the employees of the associate entity to PRGX, and continue to service the related clients with the same personnel as were providing services prior to the associate migration. We completed the associate migrations with the intention of providing more standardization and centralization of our audit procedures, thereby increasing client service while also decreasing costs. Generally, revenue remains unchanged as a result of an associate migration, and expenses change from a fixed percentage of revenue to a variable amount based on actual employee and related costs. The 2012 associate migrations included CRC Management Consultants LLP (“CRC”) in January 2012 for a purchase price valued at $1.0 million ; QFS Ltd (“QFS”) in June 2012 for a purchase price valued at $0.4 million ; and Nordic Profit Provider AB (“NPP”) in November 2012 for a purchase price valued at $0.1 million . The allocation of the aggregate fair values of the assets acquired and purchase price for these associate migrations in 2012 is summarized as follows (in thousands): Fair values of net assets acquired: Equipment $ 10 Intangible assets, primarily non-compete agreements 171 Working capital, including work in progress 666 Goodwill 695 Fair value of net assets acquired $ 1,542 Fair value of purchase price $ 1,542 Business Strategy, Inc. In December 2011, we acquired BSI, based in Grand Rapids, Michigan, for a purchase price valued at $11.9 million . BSI was a provider of recovery audit and related procure-to-pay process improvement services for commercial clients, and a provider of customized software solutions and outsourcing solutions to improve back office payment processes. We have included the results of operations of Business Strategy, Inc. in our Recovery Audit Services – Americas segment and the results of operations of the affiliated company in our Adjacent Services segment results of operations since the acquisition date. These amounts aggregated $0.8 million of revenue and $0.1 million of net income in 2011 and $10.9 million of revenue and $1.5 million of net income in 2012. We acquired BSI with the intention of expanding our commercial recovery audit capabilities and to expand the services we offer to our clients. The purchase price included an initial cash payment of $2.8 million and 640,614 shares of our common stock having a value of $3.7 million . An additional payment of approximately $0.7 million was due and paid in the first half of 2012 for working capital received in excess of a specified minimum level. We were subject to additional variable consideration of up to $5.5 million , payable via a combination of cash and shares of our common stock, based on the performance of the acquired businesses over a two -year period from the date of acquisition. We were also subject to additional consideration of up to $8.0 million , payable in cash over a period of two years, based on certain net cash fee receipts from a particular recovery audit claim at a specific client. We recorded an additional $4.9 million payable as of the acquisition date based on management’s estimate of the fair value of the variable consideration payable. We adjusted the $12.2 million initial estimates of the fair value of the assets and liabilities in 2012, resulting in reductions to goodwill of $0.2 million , and the fair value of the purchase price of $0.2 million , and recorded this change retroactively to 2011. The final goodwill amount of $7.6 million includes $1.5 million that is deductible for income tax purposes. The final allocation of the fair values of the assets acquired and purchase price is summarized as follows (in thousands): Fair values of net assets acquired: Final Allocation Equipment $ 70 Intangible assets, primarily customer relationships 4,041 Working capital, including work in progress 1,967 Deferred tax liabilities (1,736 ) Goodwill 7,577 Fair value of net assets acquired $ 11,919 Fair value of purchase price $ 11,919 From the acquisition date to December 31, 2014, we paid $6.3 million of the earn-out liability consisting of cash payments of $3.6 million and 404,775 shares of our common stock having a value of $2.7 million . We also recorded accretion and other adjustments of the earn-out liability of $1.4 million , resulting in no remaining earn-out payable as of December 31, 2014. The following unaudited pro forma condensed financial information presents the combined results of operations of the Company, BSI, CRC, QFS, and NPP as if the acquisitions had occurred as of January 1, 2011. The unaudited pro forma financial information is not indicative of, nor does it purport to project, the future financial position or operating results of the Company. Pro forma adjustments included in these amounts consist primarily of amortization expense associated with the intangible assets recorded in the allocation of the purchase price. The unaudited pro forma financial information excludes acquisition and integration costs and does not give effect to any estimated and potential cost savings or other operating efficiencies that could result from the acquisition. Unaudited pro forma condensed financial information, excluding divestitures, is as follows (in thousands): Years Ended December 31, 2012 2011 Revenue $ 208,503 $ 210,073 Net income (loss) $ 5,913 $ 4,341 Global Edge In December 2015, we acquired the Supplier Information Management business from Global Edge for a purchase price valued at $0.7 million . The Global EDGE SIM platform includes vendor master file cleanse, regulatory and sanction checks, supplier onboarding, vendor authentication and risk management services. The purchase price included an initial cash payment of $0.5 million and additional variable cash consideration based on the performance of the acquired businesses over a two year period from the date of acquisition valued at $0.2 million . Divestitures In October 2014, we divested certain assets within our Adjacent Services segment that were related to our Chicago, Illinois-based consulting business. These assets, previously acquired in November 2010 from TJG Holdings LLC, were sold to Salo, LLC, a Minnesota limited liability company. We received an initial cash payment of $1.1 million in connection with the closing of the transaction and recognized a loss on the sale of less than $0.1 million , which we recognized in Other loss in the Consolidated Statements of Operations. We have also received payment for working capital transferred to the buyer. In addition, we received $0.8 million in earn-out payments based on certain revenue recognized by the buyer in relation to the acquired business during the year following the closing date of the divestiture. In August 2015, we divested certain assets from a document service offering purchased as part of the Business Strategy, Inc. acquisition in 2011.We did not receive any initial cash payments at closing of the transaction and recognized a loss on the sale of $1.6 million , which we recognized in Other loss in the Consolidated Statements of Operations. We may receive a portion of revenue recognized by the buyer for the period from January 1, 2016 to December 31, 2016 that is based on a percentage of revenue from the clients transferred in connection with the disposition. The revenue sharing percentage ranges from 10% to 30% based on the type of solution or service to be performed. |
Quarterly Results (Unaudited)
Quarterly Results (Unaudited) | 12 Months Ended |
Dec. 31, 2015 | |
Quarterly Financial Information Disclosure [Abstract] | |
QUARTERLY RESULTS (UNAUDITED) | QUARTERLY RESULTS (UNAUDITED) The following tables set forth certain unaudited condensed consolidated quarterly financial data for each of the last eight quarters during our fiscal years ended December 31, 2015 and 2014 . We have derived the information from unaudited Condensed Consolidated Financial Statements that, in the opinion of management, reflect all adjustments (consisting only of normal recurring adjustments) necessary for a fair presentation of such quarterly information. The operating results for any quarter are not necessarily indicative of the results to be expected for any future period. The quarterly results are updated for continuing operations. 2015 Quarter Ended 2014 Quarter Ended Mar. 31 June 30 Sept. 30 Dec. 31 Mar. 31 June 30 Sept. 30 Dec. 31 (In thousands, except per share data) Revenue, net $ 32,985 $ 36,995 $ 33,365 $ 34,957 $ 36,783 $ 41,692 $ 42,844 $ 40,233 Operating expenses: Cost of revenue 23,167 24,111 23,507 22,384 26,452 28,596 27,966 27,876 Selling, general and administrative expenses 7,944 9,185 8,284 6,871 9,352 10,484 9,952 8,793 Depreciation of property and equipment 1,279 1,294 1,255 1,489 1,562 1,552 1,406 1,505 Amortization of intangible assets 746 754 517 441 903 902 895 831 Total operating expenses 33,136 35,344 33,563 31,185 38,269 41,534 40,219 39,005 Operating income (loss) from continuing operations (151 ) 1,651 (198 ) 3,772 (1,486 ) 158 2,625 1,228 Foreign currency transaction (gains) losses on short-term intercompany balances 1,692 (416 ) 654 235 15 (163 ) 1,221 930 Interest expense (income), net (42 ) (53 ) (8 ) (87 ) 54 (43 ) (44 ) (44 ) Other (income) loss — — 1,612 (421 ) — — — 57 Income (loss) from continuing operations before income taxes (1,801 ) 2,120 (2,456 ) 4,045 (1,555 ) 364 1,448 285 Income tax expense 455 296 421 (803 ) 113 186 554 2,388 Net income (loss) from continuing operations (2,256 ) 1,824 (2,877 ) 4,848 (1,668 ) 178 894 (2,103 ) Basic earnings (loss) per common share from continuing operations (1) $ (0.09 ) $ 0.07 $ (0.11 ) $ 0.19 $ (0.06 ) $ 0.01 $ 0.03 $ (0.08 ) Diluted earnings (loss) per common share from continuing operations (1) $ (0.09 ) $ 0.07 $ (0.11 ) $ 0.19 $ (0.06 ) $ 0.01 $ 0.03 $ (0.08 ) (1) We calculate each quarter as a discrete period; the sum of the four quarters may not equal the calculated full-year amount. In the fourth quarter of 2015, we released a valuation allowance of $1.5 million against the net deferred tax assets of one of our foreign subsidiaries, which reduced our income tax expense for the period. In the fourth quarter of 2014, we recorded a valuation allowance of $2.3 million against the net deferred tax assets of one of our foreign subsidiaries, which increased our income tax expense for the period. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2015 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | SUBSEQUENT EVENTS The Company has evaluated subsequent events through the date of issuance of the Company's Audited Consolidated Financial Statements and determined that no subsequent events occurred that would require accrual or additional disclosure. |
Schedule II - Valuation and Qua
Schedule II - Valuation and Qualifying Accounts | 12 Months Ended |
Dec. 31, 2015 | |
Valuation and Qualifying Accounts [Abstract] | |
Schedule II - Valuation and Qualifying Accounts | SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS FOR THE YEARS ENDED DECEMBER 31, 2015, 2014 AND 2013 (In thousands) Additions Deductions Description Balance at Beginning of Year Charge (Credit) to Costs and Expenses Credit to the respective receivable (1) Balance at End of Year 2015 Allowance for doubtful accounts receivable $ 2,243 (1,311 ) (2 ) $ 930 Allowance for doubtful employee advances and miscellaneous receivables $ 692 1,294 (1,305 ) $ 681 Deferred tax valuation allowance (2) $ 52,002 (6,437 ) — $ 45,565 2014 Allowance for doubtful accounts receivable $ 1,996 253 (6 ) $ 2,243 Allowance for doubtful employee advances and miscellaneous receivables $ 402 1,125 (835 ) $ 692 Deferred tax valuation allowance $ 48,453 3,549 — $ 52,002 2013 Allowance for doubtful accounts receivable $ 1,693 303 — $ 1,996 Allowance for doubtful employee advances and miscellaneous receivables $ 538 1,176 (1,312 ) $ 402 Deferred tax valuation allowance $ 48,489 (36 ) — $ 48,453 --- -------------------------- (1) Write-offs net of recoveries. (2) The change in the current year valuation allowance is due mainly to a $1.5 million release of the valuation allowance on a foreign subsidiary and adjustments required to deferred taxes after a review of the balances was performed. |
Summary of Significant Accoun23
Summary of Significant Accounting Policies and Basis of Presentation (Policies) | 12 Months Ended |
Dec. 31, 2015 | |
Accounting Policies [Abstract] | |
Consolidation | 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. |
Basis of Presentation | Basis of Presentation During the fourth quarter of 2015 we discontinued the Healthcare Claims Recovery Audit ("HCRA") business. The results of our continuing and discontinued operations for the years ended December 31, 2015, 2014 and 2013 are presented in accordance with ASC 205-20, Presentation of Financial Statements - Discontinued Operations . The consolidated financial statements include the financial statements of the Company and its wholly owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. Certain reclassifications have been made to the 2013 financial statements to conform to the presentations adopted in 2014. 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. We have revised the presentation of our Selling, General and Administrative expenses and Cost of Revenue for all relevant prior periods. Beginning with the first quarter of 2014, we present the former New Services segment as two separate segments: Adjacent Services, which was 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 2 - 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 2 - Operating Segments and Related Information . We now include these fair value adjustments in the Adjusted EBITDA calculation in the "Acquisition-related charges (benefits)" line, which we renamed from "Acquisition transaction costs and acquisition obligations classified as compensation." Accordingly, we have revised the presentation of our Adjusted EBITDA calculation for all relevant prior periods. Management of the Company has made a number of estimates and assumptions relating to the reporting of assets and liabilities and the disclosure of contingent assets and liabilities to prepare these consolidated financial statements in conformity with U.S. generally accepted accounting principles (“GAAP”). Actual results could differ from those estimates. |
Revenue Recognition | We base our revenue on specific contracts with our clients. These contracts generally specify: (a) time periods covered by the audit; (b) nature and extent of audit services we are to provide; (c) the client’s duties in assisting and cooperating with us; and (d) fees payable to us, generally expressed as a specified percentage of the amounts recovered by the client resulting from overpayment claims identified. Clients generally recover claims either by taking credits against outstanding payables or future purchases from the involved vendors, or receiving refund checks directly from those vendors. The manner in which a claim is recovered by a client often is dictated by industry practice. In addition, many clients establish specific procedural guidelines that we must satisfy prior to submitting claims for client approval, and these guidelines are unique to each client. For some services we provide, we earn our compensation in the form of a fixed fee, a fee per hour, or a fee per other unit of service. We generally recognize revenue for a contractually specified percentage of amounts recovered when we have determined that our clients have received economic value (generally through credits taken against existing accounts payable due to the involved vendors or refund checks received from those vendors) and when we have met the following criteria: (a) persuasive evidence of an arrangement exists; (b) services have been rendered; (c) the fee billed to the client is fixed or determinable; and (d) collectability is reasonably assured. In certain limited circumstances, we will invoice a client prior to meeting all four of these criteria; in such cases, we defer the revenue until we meet all of the criteria. Additionally, for purposes of determining appropriate timing of recognition and for internal control purposes, we rely on customary business practices and processes for documenting that we have met the criteria described in (a) through (d) above. Such customary business practices and processes may vary significantly by client. On occasion, it is possible that a transaction has met all of the revenue recognition criteria described above but we do not recognize revenue, unless we can otherwise determine that criteria (a) through (d) above have been met, because our customary business practices and processes specific to that client have not been completed. Historically, there has been a certain amount of revenue with respect to which, even though we had met the requirements of our revenue recognition policy, our clients’ vendors ultimately have rejected the claims underlying the revenue. In that case, our clients may request a refund or offset of such amount even though we may have collected fees. We record any such refunds as a reduction of revenue. We provide refund liabilities for these reductions in the economic value previously received by our clients with respect to vendor claims we identified and for which we previously have recognized revenue. We compute an estimate of our refund liabilities at any given time based on actual historical refund data. |
Billed Receivables | Billed receivables are stated at the amount we plan to collect and do not bear interest. We make ongoing estimates relating to the collectibility of our billed receivables and maintain a reserve for estimated losses resulting from the inability of our clients to meet their financial obligations to us. This reserve is primarily based on the level of past-due accounts based on the contractual terms of the receivables, our history of write-offs, and our relationships with, and the economic status of, our clients. |
Unbilled Receivables | Unbilled receivables relate to claims for which clients have received economic value but for which we contractually have agreed not to submit an invoice to the clients at such time. Unbilled receivables arise when a portion of our fee is deferred at the time of the initial invoice. At a later date (which can be up to a year after original invoice, and at other times a year after completion of the audit period), we invoice the unbilled receivable amount. Notwithstanding the deferred due date, our clients acknowledge that we have earned this unbilled receivable at the time of the original invoice, but have agreed to defer billing the client for the related services. We record periodic changes in unbilled receivables and refund liabilities as adjustments to revenue. We derive a relatively small portion of revenue on a “fee-for-service” basis whereby billing is based upon a fixed fee, a fee per hour, or a fee per other unit of service. We recognize revenue for these types of services as we provide and invoice for them, and when criteria (a) through (d) as set forth above are met. |
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. |
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 receivables, 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 December 31, 2015 and 2014. We record bank debt, if any, as the unpaid balance as of the period end date based on the effective borrowing rate and repayment terms when originated. The bank debt that we repaid was subject to variable rate terms, and we believe that the fair value was approximately equal to the carrying value. We considered the factors used in determining the fair value of this debt to be Level 3 inputs (significant unobservable inputs). We had no business acquisition obligations as of December 31, 2015 and 2014. Our business acquisition obligations represent the fair value of deferred consideration and earn-out payments estimated to be due as of the date for which we recorded these amounts. 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). We state certain assets at fair value on a nonrecurring basis as required by accounting principles generally accepted in the United States of America. Generally, these assets are recorded at fair value on a nonrecurring basis as a result of impairment charges. We recorded an impairment charge in 2013 (see (f) Software Development Costs ) whereby the fair value of the assets was derived using Level 3 inputs (significant unobservable inputs). |
Property and Equipment | Property and Equipment We report property and equipment at cost or estimated fair value at acquisition date and depreciate them over their estimated useful lives using the straight-line method. Our useful lives for fixed assets are three years for computer laptops, four years for desktops, five years for IT server, storage and network equipment, five years for furniture and fixtures and three years for purchased software. We amortize leasehold improvements using the straight-line method over the shorter of the lease term or ten years. Depreciation expense from continuing operations was $5.3 million in 2015 , $6.0 million in 2014 and $6.8 million in 2013 . We review the carrying value of property and equipment for impairment whenever events and circumstances indicate that the carrying value of an asset may not be recoverable from the estimated future cash flows expected to result from its use and eventual disposition. In cases where undiscounted expected future cash flows are less than the carrying value, we will recognize an impairment loss equal to the amount by which the carrying value exceeds the fair value of the asset. No impairment charges were necessary in the three years ended December 31, 2015 with the exception of charges for software development costs noted below. |
Software Development Costs | Software Development Costs We capitalize a portion of the costs we incur related to our internal development of software that we use in our operations and amortize these costs using the straight-line method over the expected useful lives of three to seven years. We also capitalize a portion of the costs we incur related to our internal development of software that we intend to market to others. We amortize these costs over the products’ estimated economic lives, which typically are three years, beginning when the underlying products are available for general release to clients. We review the carrying value of capitalized software development costs for impairment whenever events and circumstances indicate that the carrying value of the asset may not be recoverable from the estimated future cash flows expected to result from its use and eventual disposition. In cases where undiscounted expected future cash flows are less than the carrying value, we will recognize an impairment loss equal to the amount by which the carrying value exceeds the fair value of the asset. We recorded an impairment charge of $2.8 million in 2013 relating to internally developed software assets. No impairment charges were necessary in 2015 or 2014. The impairment charges in 2013 included $2.7 million in the Recovery Audit Services - Americas segment relating to certain capitalized software development costs associated with certain proprietary audit tools. Much of the development efforts in this area were beneficial, but certain aspects of the development did not yield the benefits anticipated. We continue to develop this business model, but have changed our focus in certain areas and no longer expect to receive future economic benefit from certain costs and therefore recorded an impairment charge in the fourth quarter of 2013 representing the net book value of these capitalized costs. The remaining $0.1 million of impairment charges from 2013 were in the Adjacent Services segment and related to certain capitalized software development costs associated with certain advisory and analytics tools. Since the perceived future benefit of such tools was less than the carrying value of such tools, we recorded an impairment charge in the fourth quarter of 2013 representing the net book value of such tools. We consider software development activities to be research and development costs and expense them as incurred. However, we capitalize the costs incurred for the development of computer software that will be sold, leased, or otherwise marketed or that will be used in our operations beginning when technological feasibility has been established. |
Goodwill and Intangible Assets | Goodwill and Intangible Assets Goodwill represents the excess of the purchase price over the estimated fair market value of net identifiable assets of acquired businesses. We evaluate the recoverability of goodwill and other intangible assets in accordance with ASC 350, Intangibles—Goodwill and Other , in the fourth quarter of each year or sooner if events or changes in circumstances indicate that the carrying amount may exceed its fair value. This evaluation includes a preliminary assessment of qualitative factors to determine if it is necessary to perform a two-step impairment testing process. The first step identifies potential impairments by comparing the fair value of the reporting unit with its carrying value, including goodwill. If the calculated fair value of a reporting unit exceeds the carrying value, goodwill is not impaired, and the second step is not necessary. If the carrying value of a reporting unit exceeds the fair value, the second step calculates the possible impairment loss by comparing the implied fair value of goodwill with the carrying value. If the fair value is less than the carrying value, we would record an impairment charge. We are not required to calculate the fair value of our reporting units that hold goodwill unless we determine that it is more likely than not that the fair value of these reporting units is less than their carrying values. In this analysis, we consider a number of factors, including changes in our legal, business and regulatory climates, changes in competition or key personnel, macroeconomic factors impacting our company or our clients, our recent financial performance and expectations of future performance and other pertinent factors. Based on these analyses, we determined that it was not necessary for us to perform the two-step process. We last used independent business valuation professionals to estimate fair value in the fourth quarter of 2010 and determined that fair value exceeded carrying value for all relevant reporting units. |
Direct Expenses and Deferred Costs | Direct Expenses and Deferred Costs We typically expense direct expenses that we incur during the course of recovery audit and delivery of Adjacent Services offerings as incurred. For certain implementation and set-up costs associated with our “fee for service” revenue that we earn over an extended period of time, we defer the related direct and incremental costs and recognize them as expenses over the life of the underlying contract. |
Income Taxes | Income Taxes We account for income taxes under the asset and liability method. We recognize deferred tax assets and liabilities for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry forwards. We measure deferred tax assets and liabilities using enacted tax rates we expect to apply to taxable income in the years in which we expect to recover or settle those temporary differences. We recognize the effect on the deferred tax assets and liabilities of a change in tax rates in income in the period that includes the enactment date. We reduce our deferred tax assets by a valuation allowance if it is more likely than not that some portion or all of a deferred tax asset will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences are deductible. In determining the amount of valuation allowance to record, we consider all available positive and negative evidence affecting specific deferred tax assets, including our past and anticipated future performance, the reversal of deferred tax liabilities, the length of carry-back and carry-forward periods and the implementation of tax planning strategies. Objective positive evidence is necessary to support a conclusion that a valuation allowance is not needed for all or a portion of deferred tax assets when significant negative evidence exists. Cumulative losses for tax reporting purposes in recent years are the most compelling form of negative evidence we considered in this determination. 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 jurisdictions. |
Foreign Currency | Foreign Currency We use the local currency as the functional currency in the majority of the countries in which we conduct business outside of the United States. We translate the assets and liabilities denominated in foreign currencies into U.S. dollars at the current rates of exchange at the balance sheet date. We include the translation gains and losses as a separate component of shareholders’ equity and in the determination of comprehensive income (loss). We translate revenue and expenses in foreign currencies at the weighted average exchange rates for the period. We separately state the foreign currency transaction gains and losses on short-term intercompany balances in the Consolidated Statements of Operations. We include all other realized and unrealized foreign currency transaction gains (losses) in “Selling, general and administrative expenses.” |
Earnings (Loss) Per Common Share | Earnings (Loss) Per Common Share We compute basic earnings (loss) per common share by dividing net income (loss) available to common shareholders by the weighted-average number of shares of common stock outstanding during the period. We compute diluted earnings (loss) per common share by dividing net income (loss) available to common shareholders by the sum of (1) the weighted-average number of shares of common stock outstanding during the period, (2) the dilutive effect of the assumed exercise of stock options using the treasury stock method, and (3) the dilutive effect of other potentially dilutive securities. We exclude the potential dilutive effect of stock options and convertible instruments from the determination of diluted earnings (loss) per common share if the effect of including them would be antidilutive. |
Stock-Based Compensation | Stock-Based Compensation We account for awards of equity instruments issued to employees and directors under the fair value method of accounting and recognize such amounts in our Consolidated Statements of Operations. We measure compensation cost for all stock-based awards at fair value on the date of grant and recognize compensation expense in our Consolidated Statements of Operations using the straight-line method over the service period over which we expect the awards to vest. We recognize compensation costs for awards with performance conditions based on the probable outcome of the performance conditions. We accrue compensation cost if we believe it is probable that the performance condition(s) will be achieved and do not accrue compensation cost if we believe it is not probable that the performance condition(s) will be achieved. In the event that it becomes probable that performance condition(s) will no longer be achieved, we reverse all of the previously recognized compensation expense in the period such a determination is made. We estimate the fair value of all time-vested options as of the date of grant using the Black-Scholes option valuation model, which was developed for use in estimating the fair value of traded options that have no vesting restrictions and are fully transferable. Option valuation models require the input of highly subjective assumptions, including the expected stock price volatility, which we calculate based on the historical volatility of our common stock. We use a risk-free interest rate, based on the U.S. Treasury instruments in effect at the time of the grant, for the period comparable to the expected term of the option. We use the “simplified” method in estimating the expected term, the period of time that options granted are expected to be outstanding, for our grants. We estimate the fair value of awards of restricted shares and nonvested shares as being equal to the market value of the common stock on the date of the award. We classify our share-based payments as either liability-classified awards or as equity-classified awards. We remeasure liability-classified awards to fair value at each balance sheet date until the award is settled. We measure equity-classified awards at their grant date fair value and do not subsequently remeasure them. We have classified our share-based payments which are settled in our common stock as equity-classified awards and our share-based payments that are settled in cash as liability-classified awards. Compensation costs related to equity-classified awards generally are equal to the fair value of the award at grant-date amortized over the vesting period of the award. The liability for liability-classified awards generally is equal to the fair value of the award as of the balance sheet date multiplied by the percentage vested at the time. We record the change in the liability amount from one balance sheet date to another to compensation expense. |
Comprehensive Income (Loss) and Accumulated Other Comprehensive Income | Comprehensive Income (Loss) and Accumulated Other Comprehensive Income Consolidated comprehensive income (loss) consists of consolidated net income (loss) and foreign currency translation adjustments. We present the calculation of consolidated comprehensive income (loss) in the accompanying Consolidated Statements of Comprehensive Income (Loss). No amounts have been reclassified out of Accumulated Other Comprehensive Income during the periods presented in our consolidated financial statements. |
Segment Reporting | Segment Reporting We report our operating segment information in three segments: Recovery Audit Services – Americas; Recovery Audit Services – Europe/Asia-Pacific and Adjacent Services. We include the unallocated portion of corporate selling, general and administrative expenses not specifically attributable to our three operating segments in Corporate Support. Our business segments reflect the internal reporting that our Chief Executive Officer, who is our chief operating decision maker, uses for the purpose of making decisions about allocating resources and assessing performance. Our management, including our Chief Executive Officer, uses what we internally refer to as “Adjusted EBITDA” as the primary measure of profit or loss for purposes of assessing the operating performance of all operating segments. We define Adjusted EBITDA as earnings from continuing operations before interest, taxes, depreciation and amortization (“EBITDA”) as adjusted for unusual and other significant items that management views as distorting the operating results of the various segments from period to period. EBITDA and Adjusted EBITDA are not financial measures determined in accordance with GAAP. Such non-GAAP financial measures do not measure the profit or loss of the reportable segments in accordance with GAAP. Given that we use Adjusted EBITDA as our primary measure of segment performance, GAAP rules on segment reporting require that we include this non-GAAP measure in our discussion of our operating segments. We also must reconcile Adjusted EBITDA to our operating results presented on a GAAP basis. We provide this reconciliation in Note 2 to these consolidated financial statements along with other information about our reportable segments. We do not intend the reconciling items to be, nor should they be, interpreted as non-recurring or extraordinary, or in any manner be deemed as adjustments made in accordance with GAAP. Because Adjusted EBITDA is not a financial measure determined in accordance with GAAP, it may not be comparable to other similarly titled measures of other companies. |
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 us is set forth below. FASB ASC Update No. 2016-02 - In February 2016, the FASB issued Accounting Standards Update 2016-02, Leases (Topic 842). The standard requires the recognition of lease assets and lease liabilities by lessees for those leases classified as operating leases. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition. The standard requires lessors to classify leases as either sales-type, finance or operating. A sales-type lease occurs if the lessor transfers all of the risks and rewards, as well as control of the underlying asset, to the lessee. If risks and rewards are conveyed without the transfer of control, the lease is treated as a financing lease. If the lessor does not convey risks and rewards or control, an operating lease results. The standard will become effective for the Company beginning January 1, 2019. The Company is currently assessing the impact adoption of this standard will have on its consolidated results of operations, financial condition, cash flows, and financial statement disclosures. FASB ASC Update No. 2015-17 - In November 2015, the FASB issued Accounting Standards Update 2015-17, Income Taxes (Topic740). The amendments in this update require an entity to classify deferred income tax liabilities and assets into noncurrent amounts in a classified statement of financial position. The impacts of these amendments is effective for fiscal periods that begin after December 15, 2016. We adopted the provisions of this update as of the end of 2015 and will apply the changes prospectively. FASB ASC Update No. 2015-15 . In August 2015, the FASB issued Accounting Standards Update No. 2015-15, Interest - Imputations of Interest (Subtopic 835-30) . The amendments in this update clarify the stance by the SEC allowing an entity to defer and present debt issuance costs for a line-of-credit arrangement as an asset and subsequently amortizing the deferred debt issuance costs ratably over the term of the line-of-credit arrangement, regardless of whether there are any outstanding borrowings on the line-of-credit arrangement. We are currently evaluating the impact of ASU 2015-15 on our consolidated financial statements. FASB ASC Update No. 2015-05 . In April 2015, the FASB issued Accounting Standards Update 2015-05, Goodwill and Other - Internal-Use Software (Subtopic 350-40) . The amendments in this update provide guidance about whether a cloud computing arrangement includes a software license. Specifically the amendment states that if a cloud computing arrangement includes a software license, then the customer should account for the software license element of the arrangement consistent with the acquisition of other software licenses. If a cloud computing arrangement does not include a software license, the customer should account for the arrangement as a service contract. The amendments in this update are effective for those annual periods beginning after December 15, 2015. We are currently evaluating the impact of ASU 2015-05 on our consolidated financial statements. 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. 2015-02. In February 2015, the FASB issued Accounting Standards Update 2015-02, Consolidation (Topic 810). The amendments in this update revise the consolidation model for all entities. Specifically the amendments: 1. Modify the evaluation of whether limited partnerships and similar legal entities are variable interest entities (VIE's) or voting interest entities; 2. Eliminate the presumption that a general partner should consolidate a limited partnership; 3. Affect the consolidation analysis of reporting entities that are involved with VIE's, particularly those that have fee arrangements and related party relationships; 4. Provide a scope exception from consolidation guidance for reporting entities with interests in legal entities that are required to comply with or operate in accordance with requirements that are similar to those in Rule 2a-7 of the Investment Company Act of 1940 for registered money market funds. The amendments in this update are effective for fiscal years beginning after December 15, 2015. We are currently evaluating the impact of ASU 2015-02 on our consolidated financial statements. FASB ASC Update No. 2015-01. In January 2015, the FASB issued Accounting Standards Update 2015-01, Income Statement - Extraordinary and Unusual Items (Subtopic 225-20). This update eliminates the concept of extraordinary items and their use in financial statements and corresponding disclosure. The amendments in this update are effective for fiscal years beginning after December 15, 2015. We are currently evaluating the impact of ASU 2015-01 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 to 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, 2017. 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 with early adoption permitted for transactions that have not been disclosed in previously issued financial statements. We adopted ASU 2014-08 in the third quarter of 2014. The impact of ASU 2014-08 on the Company's financial statements with respect to any future transaction will be dependent on whether any such transaction falls within the scope of the new guidance. |
Operating Segments and Relate24
Operating Segments and Related Information (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Segment Reporting [Abstract] | |
Schedule of discontinued operations information | Discontinued operations information for the years ended December 31, 2015 and 2014 and 2013 (in thousands) is as follows: Results of Discontinued Operations (in thousands) 2015 2014 2013 Revenue, net 1,266 2,640 16,948 Cost of sales 4,743 5,069 13,249 Selling, general and administrative expense 1,253 2,207 3,057 Depreciation and amortization 35 191 1,448 Impairment charges — — 1,434 Pretax loss from discontinued operations (4,765 ) (4,827 ) (2,240 ) Income tax expense — — — Net loss from discontinued operations (4,765 ) (4,827 ) (2,240 ) |
Segment information | Segment information for the years ended December 31, 2015 and 2014 and 2013 (in thousands) is as follows: Recovery Audit Services – Americas Recovery Audit Services – Europe/Asia- Pacific Adjacent Services Corporate Support Total 2015 Revenue, net $ 97,009 $ 36,264 $ 5,029 $ — $ 138,302 Net income from continuing operations $ 1,539 Income tax expense 369 Interest income, net (190 ) EBIT $ 22,539 $ 2,573 $ (5,131 ) $ (18,263 ) 1,718 Depreciation of property and equipment 4,036 647 634 — 5,317 Amortization of intangible assets 1,728 600 130 — 2,458 EBITDA 28,303 3,820 (4,367 ) (18,263 ) 9,493 Foreign currency transaction (gains) losses on short-term intercompany balances 807 1,533 12 (187 ) 2,165 Acquisition-related charges — — — — — Transformation severance and related expenses 322 589 30 308 1,249 Other loss — — 1,191 — 1,191 Stock-based compensation — — — 3,926 3,926 Adjusted EBITDA $ 29,432 $ 5,942 $ (3,134 ) $ (14,216 ) $ 18,024 Capital expenditures $ 3,669 $ 543 $ 270 $ — 4,482 Allocated assets $ 44,588 $ 13,922 $ 1,030 $ — $ 59,540 Unallocated assets: Cash and cash equivalents — — — 15,122 15,122 Restricted cash — — — 48 48 Deferred loan costs — — — 80 80 Deferred income taxes — — — 1,361 1,361 Prepaid expenses and other assets — — — 2,465 2,465 Discontinued operations — — — 1,775 1,775 Total assets $ 44,588 $ 13,922 $ 1,030 $ 20,851 $ 80,391 Recovery Audit Services – Americas Recovery Audit Services – Europe/Asia- Pacific Adjacent Services Corporate Support Total 2014 Revenue, net $ 106,533 $ 44,319 $ 10,700 $ — $ 161,552 Net loss from continuing operations $ (2,699 ) Income tax expense 3,241 Interest income, net (77 ) EBIT $ 21,066 $ 2,772 $ (4,161 ) $ (19,212 ) 465 Depreciation of property and equipment 4,711 592 722 — 6,025 Amortization of intangible assets 2,002 1,195 334 — 3,531 EBITDA 27,779 4,559 (3,105 ) (19,212 ) 10,021 Foreign currency transaction (gains) losses on short-term intercompany balances 380 1,828 — (205 ) 2,003 Acquisition-related charges (benefits) — — 249 — 249 Transformation severance and related expenses 1,348 1,285 418 589 3,640 Other loss — — 57 — 57 Stock-based compensation — — — 4,532 4,532 Adjusted EBITDA $ 29,507 $ 7,672 $ (2,381 ) $ (14,296 ) $ 20,502 Capital expenditures $ 3,930 $ 651 $ 123 $ — $ 4,704 Allocated assets $ 50,252 $ 18,556 $ 4,596 $ — $ 73,404 Unallocated assets: Cash and cash equivalents — — — 25,735 25,735 Restricted cash — — — 53 53 Deferred income taxes — — — 41 41 Prepaid expenses and other assets — — — 2,729 2,729 Discontinued operations — — — 820 820 Total assets $ 50,252 $ 18,556 $ 4,596 $ 29,378 $ 102,782 Recovery Audit Services – Americas Recovery Audit Services – Europe/Asia- Pacific Adjacent Services Corporate Support Total 2013 Revenue, net $ 118,649 $ 46,436 $ 13,183 $ — $ 178,268 Net income from continuing operations $ 2,054 Income tax expense 2,755 Interest expense, net (77 ) EBIT $ 27,094 $ 3,901 $ (3,480 ) $ (22,783 ) 4,732 Depreciation of property and equipment 5,617 514 652 — 6,783 Amortization of intangible assets 2,792 1,508 697 — 4,997 EBITDA 35,503 5,923 (2,131 ) (22,783 ) 16,512 Impairment charges 2,702 — 71 — 2,773 Foreign currency transaction (gains) losses on short-term intercompany balances 327 (316 ) — (24 ) (13 ) Acquisition-related charges (benefits) 1,315 (900 ) 187 — 602 Transformation severance and related expenses 107 1,135 81 1,134 2,457 Stock-based compensation — — — 6,294 6,294 Adjusted EBITDA $ 39,954 $ 5,842 $ (1,792 ) $ (15,379 ) $ 28,625 Capital expenditures $ 5,292 $ 781 $ 376 $ — $ 6,449 Allocated assets $ 55,978 $ 16,706 $ 4,993 $ — $ 77,677 Unallocated assets: Cash and cash equivalents — — — 43,700 43,700 Restricted cash — — — 57 57 Deferred income taxes — — — 1,708 1,708 Prepaid expenses and other assets — — — 2,254 2,254 Discontinued operations — — — 7,433 7,433 Total assets $ 55,978 $ 16,706 $ 4,993 $ 55,152 $ 132,829 The following table presents revenue by country based on the location of clients served (in thousands): Years Ended December 31, 2015 2014 2013 United States $ 80,484 $ 88,859 $ 98,871 United Kingdom 19,540 23,817 24,639 Canada 12,388 15,851 19,584 France 6,186 8,508 10,225 Australia 6,111 5,762 4,461 Mexico 4,340 4,653 4,482 Brazil 1,223 3,050 5,090 New Zealand 596 1,353 976 Spain 1,019 1,275 844 Thailand 933 986 971 Hong Kong 864 903 851 Colombia 610 841 752 Other 4,008 5,694 6,522 $ 138,302 $ 161,552 $ 178,268 The following table presents long-lived assets by country based on the location of the asset (in thousands): December 31, 2015 2014 United States $ 26,281 $ 29,392 United Kingdom 2,939 4,416 All Other 1,297 1,359 $ 30,517 $ 35,167 |
Earnings (Loss) Per Common Sh25
Earnings (Loss) Per Common Share (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Earnings Per Share [Abstract] | |
Computations of basic and diluted earnings per common share | The following tables set forth the computations of basic and diluted earnings (loss) per common share (in thousands, except per share data): Years Ended December 31, Basic earnings (loss) per common share: 2015 2014 2013 Numerator: Net income (loss) from continuing operations $ 1,539 $ (2,699 ) $ 2,054 Net loss from discontinued operations (4,765 ) (4,827 ) (2,240 ) Denominator: Weighted-average common shares outstanding 25,868 28,707 29,169 Basic earnings (loss) per common share from continuing operations $ 0.06 $ (0.09 ) $ 0.07 Basic loss per common share from discontinued operations $ (0.18 ) $ (0.17 ) $ (0.08 ) Years Ended December 31, Diluted earnings (loss) per common share: 2015 2014 2013 Numerator: Net income (loss) from continuing operations $ 1,539 $ (2,699 ) $ 2,054 Net loss from discontinued operations (4,765 ) (4,827 ) (2,240 ) Denominator: Weighted-average common shares outstanding 25,868 28,707 29,169 Incremental shares from stock-based compensation plans 36 — 459 Denominator for diluted earnings per common share 25,904 28,707 29,628 Diluted earnings (loss) per common share from continuing operations $ 0.06 $ (0.09 ) $ 0.07 Diluted loss per common share from discontinued operations $ (0.18 ) $ (0.17 ) $ (0.08 ) |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill by reportable segments | Goodwill by reportable segments during 2015 and 2014 was as follows (in thousands): Recovery Audit Services – Americas Recovery Audit Services – Europe/Asia- Pacific Adjacent Services Total Balance, January 1, 2014 $ 12,177 $ 913 $ 596 $ 13,686 Goodwill disposed in connection with business divestiture — — (596 ) (596 ) Foreign currency translation — (54 ) — (54 ) Balance, December 31, 2014 12,177 859 — 13,036 Goodwill disposed in connection with business divestiture (1,422 ) — — (1,422 ) Goodwill recorded in connection with business combinations — — 242 242 Foreign currency translation — (46 ) — (46 ) Balance, December 31, 2015 $ 10,755 $ 813 $ 242 $ 11,810 |
Change in noncurrent intangible assets | Changes in noncurrent intangible assets during 2015 and 2014 were as follows (in thousands): Customer Relationships Trademarks Non- compete Agreements Trade Names Total Gross carrying amount: Balance, January 1, 2014 $ 39,815 $ 1,090 $ 2,529 $ 2,865 $ 46,299 Disposition of TJG assets (829 ) — (808 ) (665 ) (2,302 ) FX adjustments and other (490 ) (31 ) (64 ) — (585 ) Balance, December 31, 2014 38,496 1,059 1,657 2,200 43,412 Disposition of SDS assets (291 ) (101 ) (126 ) — (518 ) FX adjustments and other (421 ) (27 ) (54 ) — (502 ) Balance, December 31, 2015 $ 37,784 $ 931 $ 1,477 $ 2,200 $ 42,392 Accumulated amortization: Balance, January 1, 2014 $ (27,168 ) $ (700 ) $ (2,142 ) $ (2,707 ) $ (32,717 ) Amortization expense (3,122 ) (197 ) (137 ) (75 ) (3,531 ) Disposition of TJG assets 371 — 808 582 1,761 FX adjustments and other 423 28 63 — 514 Balance, December 31, 2014 (29,496 ) (869 ) (1,408 ) (2,200 ) (33,973 ) Amortization expense (2,211 ) (125 ) (122 ) — (2,458 ) Disposition of SDS assets 64 87 95 — 246 FX adjustments and other 397 26 54 — 477 Balance, December 31, 2015 $ (31,246 ) $ (881 ) $ (1,381 ) $ (2,200 ) $ (35,708 ) Net carrying amount: Balance, December 31, 2014 $ 9,000 $ 190 $ 249 $ — $ 9,439 Balance, December 31, 2015 $ 6,538 $ 50 $ 96 $ — $ 6,684 Estimated useful life (years) 6-20 years 6 years 1-5 years 4-5 years |
Lease Commitments (Tables)
Lease Commitments (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Future minimum lease payments under noncancelable operating leases | Future minimum lease payments under noncancelable operating leases including the amended lease for our principal executive offices, are as follows (in thousands): Year Ending December 31, Amount 2016 $ 3,883 2017 2,990 2018 2,200 2019 2,058 2020 1,845 Thereafter 1,654 Total payments $ 14,630 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |
Income (Loss) before Income Taxes, Related to Jurisdictions | Income (loss) before income taxes from continuing operations relate to the following jurisdictions (in thousands): Years Ended December 31, 2015 2014 2013 United States $ (244 ) $ (3,369 ) $ (3,217 ) Foreign 2,152 3,911 8,026 $ 1,908 $ 542 $ 4,809 |
Provision for Income Taxes | The provision for income taxes for continuing operations consists of the following (in thousands): Years Ended December 31, 2015 2014 2013 Current: Federal $ — $ — $ — State (13 ) (11 ) (452 ) Foreign 1,494 1,686 3,230 1,481 1,675 2,778 Deferred: Federal — — — State — — — Foreign (1,112 ) 1,566 (23 ) (1,112 ) 1,566 (23 ) Total $ 369 $ 3,241 $ 2,755 |
Significant Differences Between the U.S. Federal Statutory Tax Rate and Company's Effective Income Tax Expense for Earnings | The significant differences between the U.S. federal statutory tax rate of 34% and the Company’s effective income tax expense for earnings (in thousands) are as follows: Years Ended December 31, 2015 2014 2013 Statutory federal income tax rate $ 649 $ 184 $ 1,635 State income taxes, net of federal effect (240 ) (189 ) (657 ) Deferred tax true-up 8,078 — — Change in deferred tax asset valuation allowance (6,729 ) 2,094 (904 ) Foreign taxes in excess of U.S. statutory rate (223 ) 714 1,784 Compensation deduction limitation (1,201 ) 381 820 Other, net 35 57 77 Total $ 369 $ 3,241 $ 2,755 |
Tax Effects of Temporary Differences and Carry-Forwards that Give Rise to Deferred Tax Assets and Liabilities | The tax effects of temporary differences and carry-forwards that give rise to deferred tax assets and liabilities consist of the following (in thousands): Years Ended December 31, 2015 2014 Deferred income tax assets: Accounts payable and accrued expenses $ 954 $ 1,712 Accrued payroll and related expenses 1,713 2,530 Stock-based compensation expense 2,668 10,226 Depreciation of property and equipment 3,061 5,480 Capitalized software 94 — Non-compete agreements — 1 Unbilled receivables and refund liabilities 2,029 904 Operating loss carry-forwards of foreign subsidiary 3,275 1,920 Federal operating loss carry-forwards 31,884 30,669 State operating loss carry-forwards 4,038 2,671 Other 883 1,930 Gross deferred tax assets 50,599 58,043 Less valuation allowance 45,565 52,002 Gross deferred tax assets net of valuation allowance 5,034 6,041 Deferred income tax liabilities: Intangible assets 2,775 3,049 Capitalized software — 1,834 Other 898 1,117 Gross deferred tax liabilities 3,673 6,000 Net deferred tax assets $ 1,361 $ 41 |
Schedule of Unrecognized Tax Benefits | A reconciliation of our beginning and ending amount of unrecognized tax benefits and related accrued interest thereon is as follows: Unrecognized Tax Benefits Accrued Interest and Penalties Balance at January 1, 2013 $ 2,197 $ 1,460 Additions based on tax positions related to the current year — — Additions based on tax positions related to the prior years — 119 Decrease based on payments made during the year (932 ) (385 ) Decreases based on tax positions related to the prior years $ (541 ) $ (934 ) Balance at December 31, 2013 $ 724 $ 260 Additions based on tax positions related to the current year — — Additions based on tax positions related to the prior years — 33 Decreases based on payments made during the year — — Decreases based on tax positions related to the prior years (47 ) (73 ) Balance at December 31, 2014 $ 677 $ 220 Additions based on tax positions related to the current year — — Additions based on tax positions related to the prior years — 24 Decreases based on payments made during the year — — Decreases based on tax positions related to the prior years (142 ) (42 ) Balance at December 31, 2015 $ 535 $ 202 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Summary of stock option grants | The following table summarizes stock option grants during the years ended December 31, 2015 , 2014 , and 2013 : Grantee Type # of Options Granted Vesting Period Weighted Average Exercise Price Weighted Average Grant Date Fair Value 2015 Director group 249,273 1 year or less $ 4.49 $ 2.44 Employee group 17,092 3 $ 3.99 $ 1.33 Employee inducement (1) 135,000 3 years $ 5.51 $ 1.42 2014 Director group 51,276 1 year or less $ 6.45 $ 1.89 Employee group (2) 1,480,000 3 years $ 6.99 $ 1.81 Employee inducement (3) 270,000 3 years $ 6.64 $ 1.71 2013 Director group 75,490 1 year or less $ 5.67 $ 2.00 Director group 17,092 3 years $ 6.83 $ 3.76 Employee group 549,875 3 years $ 5.75 $ 2.48 Employee inducement (4) 20,000 3 years $ 7.14 $ 3.81 (1) The Company granted non-qualified stock options outside its existing stock-based compensation plans in the first nine months of 2015 to three employees in connection with the employees joining the Company. (2) The weighted average exercise price for these options is calculated based on an exercise price of $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. (3) The Company granted non-qualified stock options outside its existing stock-based compensation plans in the third quarter of 2014 to two executives in connection with the executives joining the Company. (4) The Company granted non-qualified performance-based stock options outside its existing stock-based compensation plans in the first quarter of 2013 to one employee in connection with the employee joining the Company. |
Summary of stock awards granted | A summary of nonvested stock awards (restricted stock and restricted stock units) activity as of December 31, 2015 and changes during the year then ended is presented below: Nonvested Stock Shares Weighted Average Grant Date Fair Value (Per Share) Nonvested at January 1, 2015 627,848 $ 6.40 Granted 2,564,698 4.00 Vested (275,053 ) 6.45 Forfeited (95,451 ) 4.14 Nonvested at December 31, 2015 2,822,042 $ 4.30 The following table summarizes nonvested stock awards granted during the years ended December 31, 2015 , 2014 and 2013 : Grantee Type # of Shares Granted Vesting Period Weighted Average Grant Date Fair Value 2015 Director group 4,273 1 year or less $ 4.02 Director group 17,092 3 years $ 3.99 Employee group (1) 2,493,333 2 years $ 3.99 Employee inducement (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 Employee inducement (3) 70,000 3 years $ 6.04 2013 Director group 75,490 1 year or less $ 5.67 Director group 17,092 3 years $ 6.83 Employee group 599,875 3 years $ 5.82 Employee inducement (4) 20,000 3 years $ 7.14 (1) The Company granted nonvested performance-based stock awards (restricted stock units) in the first quarter of 2015 to eight executive officers totaling 1,325,000 units. During the third and fourth quarter of 2015, the Company issued 1,168,333 units to key employees. (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. (3) The Company granted nonvested stock awards (restricted stock) outside its existing stock-based compensation plans in the third quarter of 2014 to two executives in connection with the executives joining the Company. (4) 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. |
Summary of stock option activity | A summary of option activity as of December 31, 2015 , and changes during the year then ended is presented below: Options Shares Weighted- Average Exercise Price (Per Share) Weighted- Average Remaining Contractual Term Aggregate Intrinsic Value ($ 000’s) Outstanding at January 1, 2015 3,325,103 $ 6.66 4.67 years $ 711 Granted 401,365 4.81 Exercised (29,128 ) 3.13 $ 40 Forfeited (179,281 ) 6.40 Expired (180,275 ) 9.63 Outstanding at December 31, 2015 3,337,784 $ 6.36 4.68 years $ 70 Exercisable at December 31, 2015 1,432,579 $ 8.09 3.49 years $ 70 |
Schedule of assumptions used in Black-Scholes valuation models | For time-vested option grants that resulted in compensation expense recognition, we used the following assumptions in our Black-Scholes valuation models: Years Ended December 31, 2015 2014 2013 Risk-free interest rates 0.80% - 1.59% 0.88% - 1.79% 0.37% - 1.55% Dividend yields —% —% —% Volatility factor of expected market price .323 - .733 .370 - .390 .446 - .675 Weighted-average expected term of option 3.1 - 5 years 3.5 - 4.5 years 3.7 - 5 years Forfeiture rate —% —% —% |
Business Acquisitions and Div30
Business Acquisitions and Divestitures (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Business Acquisition [Line Items] | |
Unaudited pro forma condensed financial information | Unaudited pro forma condensed financial information, excluding divestitures, is as follows (in thousands): Years Ended December 31, 2012 2011 Revenue $ 208,503 $ 210,073 Net income (loss) $ 5,913 $ 4,341 |
Associate Migrations [Member] | |
Business Acquisition [Line Items] | |
Summary of the allocation of the aggregate fair values of the assets acquired and purchase price for the associate migrations | The allocation of the aggregate fair values of the assets acquired and purchase price for these associate migrations in 2012 is summarized as follows (in thousands): Fair values of net assets acquired: Equipment $ 10 Intangible assets, primarily non-compete agreements 171 Working capital, including work in progress 666 Goodwill 695 Fair value of net assets acquired $ 1,542 Fair value of purchase price $ 1,542 |
Business Strategy, Inc. [Member] | |
Business Acquisition [Line Items] | |
Summary of the allocation of the aggregate fair values of the assets acquired and purchase price for the associate migrations | The final allocation of the fair values of the assets acquired and purchase price is summarized as follows (in thousands): Fair values of net assets acquired: Final Allocation Equipment $ 70 Intangible assets, primarily customer relationships 4,041 Working capital, including work in progress 1,967 Deferred tax liabilities (1,736 ) Goodwill 7,577 Fair value of net assets acquired $ 11,919 Fair value of purchase price $ 11,919 |
Quarterly Results (Unaudited) (
Quarterly Results (Unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Quarterly Financial Information Disclosure [Abstract] | |
Quarterly financial data | The operating results for any quarter are not necessarily indicative of the results to be expected for any future period. The quarterly results are updated for continuing operations. 2015 Quarter Ended 2014 Quarter Ended Mar. 31 June 30 Sept. 30 Dec. 31 Mar. 31 June 30 Sept. 30 Dec. 31 (In thousands, except per share data) Revenue, net $ 32,985 $ 36,995 $ 33,365 $ 34,957 $ 36,783 $ 41,692 $ 42,844 $ 40,233 Operating expenses: Cost of revenue 23,167 24,111 23,507 22,384 26,452 28,596 27,966 27,876 Selling, general and administrative expenses 7,944 9,185 8,284 6,871 9,352 10,484 9,952 8,793 Depreciation of property and equipment 1,279 1,294 1,255 1,489 1,562 1,552 1,406 1,505 Amortization of intangible assets 746 754 517 441 903 902 895 831 Total operating expenses 33,136 35,344 33,563 31,185 38,269 41,534 40,219 39,005 Operating income (loss) from continuing operations (151 ) 1,651 (198 ) 3,772 (1,486 ) 158 2,625 1,228 Foreign currency transaction (gains) losses on short-term intercompany balances 1,692 (416 ) 654 235 15 (163 ) 1,221 930 Interest expense (income), net (42 ) (53 ) (8 ) (87 ) 54 (43 ) (44 ) (44 ) Other (income) loss — — 1,612 (421 ) — — — 57 Income (loss) from continuing operations before income taxes (1,801 ) 2,120 (2,456 ) 4,045 (1,555 ) 364 1,448 285 Income tax expense 455 296 421 (803 ) 113 186 554 2,388 Net income (loss) from continuing operations (2,256 ) 1,824 (2,877 ) 4,848 (1,668 ) 178 894 (2,103 ) Basic earnings (loss) per common share from continuing operations (1) $ (0.09 ) $ 0.07 $ (0.11 ) $ 0.19 $ (0.06 ) $ 0.01 $ 0.03 $ (0.08 ) Diluted earnings (loss) per common share from continuing operations (1) $ (0.09 ) $ 0.07 $ (0.11 ) $ 0.19 $ (0.06 ) $ 0.01 $ 0.03 $ (0.08 ) (1) We calculate each quarter as a discrete period; the sum of the four quarters may not equal the calculated full-year amount. |
Summary of Significant Accoun32
Summary of Significant Accounting Policies and Basis of Presentation - Description of Business (Details) $ in Thousands | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2015segment | Dec. 31, 2015USD ($)segmentcountry | Dec. 31, 2014USD ($) | Dec. 31, 2013USD ($) | Dec. 31, 2012USD ($) | |
Cash and Cash Equivalents [Line Items] | |||||
Number of countries in which services are provided to clients (more than) | country | 30 | ||||
Number of new segments previously reported as New Services | segment | 2 | ||||
Cash and cash equivalents | $ 15,122 | $ 25,735 | $ 43,700 | $ 37,806 | |
Short-term investments | $ 4,500 | 12,200 | |||
Number of operating segments | segment | 3 | ||||
Foreign banks [Member] | |||||
Cash and Cash Equivalents [Line Items] | |||||
Short-term investments | $ 3,200 | $ 2,500 | |||
United States [Member] | |||||
Cash and Cash Equivalents [Line Items] | |||||
Cash and cash equivalents | 4,700 | ||||
Canada [Member] | |||||
Cash and Cash Equivalents [Line Items] | |||||
Cash and cash equivalents | 2,800 | ||||
Other Foreign Jurisdictions [Member] | |||||
Cash and Cash Equivalents [Line Items] | |||||
Cash and cash equivalents | $ 7,600 |
Summary of Significant Accoun33
Summary of Significant Accounting Policies and Basis of Presentation - Fair Value of Financial Instruments (Details) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Business acquisition obligations [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Financial and nonfinancial liabilities, fair value | $ 0 | $ 0 |
Summary of Significant Accoun34
Summary of Significant Accounting Policies and Basis of Presentation - Property and Equipment (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Property, Plant and Equipment [Line Items] | |||
Depreciation expense | $ 5.3 | $ 6 | $ 6.8 |
Computer laptops [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, estimated useful life | 3 years | ||
Computer desktops [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, estimated useful life | 4 years | ||
IT server, storage and network equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, estimated useful life | 5 years | ||
Furniture and fixtures [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, estimated useful life | 5 years | ||
Purchased software [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, estimated useful life | 3 years | ||
Leasehold improvements [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, estimated useful life | 10 years |
Summary of Significant Accoun35
Summary of Significant Accounting Policies and Basis of Presentation - Intangible Assets (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Finite-Lived Intangible Assets [Line Items] | |||
Research and development costs | $ 3,000,000 | $ 3,100,000 | $ 4,000,000 |
Software development, intended for sale and internal use [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Impairment charges | $ 0 | $ 0 | 2,800,000 |
Software development, intended for sale and internal use [Member] | Recovery Audit Services - Americas [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Impairment charges | 2,700,000 | ||
Software development, intended for sale and internal use [Member] | Adjacent Services [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Impairment charges | $ 100,000 | ||
Software developed for internal use [Member] | Minimum [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Software development costs, estimated useful life | 3 years | ||
Software developed for internal use [Member] | Maximum [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Software development costs, estimated useful life | 7 years | ||
Software development, intended for sale [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Software development costs, estimated useful life | 3 years |
Operating Segments and Relate36
Operating Segments and Related Information (Textual) (Details) $ in Millions | 12 Months Ended | ||
Dec. 31, 2015USD ($)segmentcustomer | Dec. 31, 2014customer | Dec. 31, 2013customer | |
Revenue, Major Customer [Line Items] | |||
Number of reportable segments | segment | 3 | ||
Sales Revenue, Net [Member] | Customer Concentration Risk [Member] | |||
Revenue, Major Customer [Line Items] | |||
Number of major customers | customer | 0 | 0 | 0 |
Healthcare Claims Recovery Audit Services Segment [Member] | |||
Revenue, Major Customer [Line Items] | |||
Accrued liabilities | $ | $ 2.1 |
Operating Segments and Relate37
Operating Segments and Related Information Operating Segments and Related Information (Results of Discontinued Operations) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Segment Reporting [Abstract] | |||
Revenue, net | $ 1,266 | $ 2,640 | $ 16,948 |
Cost of sales | 4,743 | 5,069 | 13,249 |
Selling, general and administrative expense | 1,253 | 2,207 | 3,057 |
Depreciation and amortization | 35 | 191 | 1,448 |
Impairment charges | 0 | 0 | 1,434 |
Pretax loss from discontinued operations | (4,765) | (4,827) | (2,240) |
Income tax expense | 0 | 0 | 0 |
Net loss from discontinued operations | $ (4,765) | $ (4,827) | $ (2,240) |
Operating Segments and Relate38
Operating Segments and Related Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||||||
Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Segment information | ||||||||||||
Revenue, net | $ 34,957 | $ 33,365 | $ 36,995 | $ 32,985 | $ 40,233 | $ 42,844 | $ 41,692 | $ 36,783 | $ 138,302 | $ 161,552 | $ 178,268 | |
Net income (loss) from continuing operations | 1,539 | (2,699) | 2,054 | |||||||||
Income tax expense | (803) | 421 | 296 | 455 | 2,388 | 554 | 186 | 113 | 369 | 3,241 | 2,755 | |
Interest income, net | (87) | (8) | (53) | (42) | (44) | (44) | (43) | 54 | (190) | (77) | (77) | |
EBIT | 1,718 | 465 | 4,732 | |||||||||
Depreciation of property and equipment | 1,489 | 1,255 | 1,294 | 1,279 | 1,505 | 1,406 | 1,552 | 1,562 | 5,317 | 6,025 | 6,783 | |
Amortization of intangible assets | 441 | 517 | 754 | 746 | 831 | 895 | 902 | 903 | 2,458 | 3,531 | 4,997 | |
EBITDA | 9,493 | 10,021 | 16,512 | |||||||||
Impairment charges | 0 | 0 | 2,773 | |||||||||
Foreign currency transaction (gains) losses on short-term intercompany balances | 235 | 654 | (416) | 1,692 | 930 | 1,221 | (163) | 15 | 2,165 | 2,003 | (13) | |
Acquisition-related charges (benefits) | 0 | 249 | 602 | |||||||||
Transformation severance and related expenses | 1,249 | 3,640 | 2,457 | |||||||||
Other loss | (421) | $ 1,612 | $ 0 | $ 0 | 57 | $ 0 | $ 0 | $ 0 | 1,191 | 57 | 0 | |
Stock-based compensation | 3,926 | 4,532 | 6,294 | |||||||||
Adjusted EBITDA | 18,024 | 20,502 | 28,625 | |||||||||
Capital expenditures | 4,482 | 4,704 | 6,449 | |||||||||
Allocated assets | 59,540 | 73,404 | 59,540 | 73,404 | 77,677 | |||||||
Cash and cash equivalents | 15,122 | 25,735 | 15,122 | 25,735 | 43,700 | $ 37,806 | ||||||
Restricted cash | 48 | 53 | 48 | 53 | ||||||||
Deferred income taxes | 1,361 | 41 | 1,361 | 41 | ||||||||
Total assets | 80,391 | 102,782 | 80,391 | 102,782 | 132,829 | |||||||
Continuing Operations [Member] | ||||||||||||
Segment information | ||||||||||||
Cash and cash equivalents | 15,122 | 25,735 | 15,122 | 25,735 | 43,700 | |||||||
Restricted cash | 48 | 53 | 48 | 53 | 57 | |||||||
Deferred loan costs | 80 | 80 | ||||||||||
Deferred income taxes | 1,361 | 41 | 1,361 | 41 | 1,708 | |||||||
Prepaid expenses and other assets | 2,465 | 2,729 | 2,465 | 2,729 | 2,254 | |||||||
Discontinued Operations [Member] | ||||||||||||
Segment information | ||||||||||||
Discontinued operations | 1,775 | 820 | 1,775 | 820 | 7,433 | |||||||
Recovery Audit Services - Americas [Member] | ||||||||||||
Segment information | ||||||||||||
Revenue, net | 97,009 | 106,533 | 118,649 | |||||||||
EBIT | 22,539 | 21,066 | 27,094 | |||||||||
Depreciation of property and equipment | 4,036 | 4,711 | 5,617 | |||||||||
Amortization of intangible assets | 1,728 | 2,002 | 2,792 | |||||||||
EBITDA | 28,303 | 27,779 | 35,503 | |||||||||
Impairment charges | 2,702 | |||||||||||
Foreign currency transaction (gains) losses on short-term intercompany balances | 807 | 380 | 327 | |||||||||
Acquisition-related charges (benefits) | 0 | 0 | 1,315 | |||||||||
Transformation severance and related expenses | 322 | 1,348 | 107 | |||||||||
Other loss | 0 | 0 | ||||||||||
Stock-based compensation | 0 | 0 | 0 | |||||||||
Adjusted EBITDA | 29,432 | 29,507 | 39,954 | |||||||||
Capital expenditures | 3,669 | 3,930 | 5,292 | |||||||||
Allocated assets | 44,588 | 50,252 | 44,588 | 50,252 | 55,978 | |||||||
Total assets | 44,588 | 50,252 | 44,588 | 50,252 | 55,978 | |||||||
Recovery Audit Services - Europe/Asia-Pacific [Member] | ||||||||||||
Segment information | ||||||||||||
Revenue, net | 36,264 | 44,319 | 46,436 | |||||||||
EBIT | 2,573 | 2,772 | 3,901 | |||||||||
Depreciation of property and equipment | 647 | 592 | 514 | |||||||||
Amortization of intangible assets | 600 | 1,195 | 1,508 | |||||||||
EBITDA | 3,820 | 4,559 | 5,923 | |||||||||
Impairment charges | 0 | |||||||||||
Foreign currency transaction (gains) losses on short-term intercompany balances | 1,533 | 1,828 | (316) | |||||||||
Acquisition-related charges (benefits) | 0 | 0 | (900) | |||||||||
Transformation severance and related expenses | 589 | 1,285 | 1,135 | |||||||||
Other loss | 0 | 0 | ||||||||||
Stock-based compensation | 0 | 0 | 0 | |||||||||
Adjusted EBITDA | 5,942 | 7,672 | 5,842 | |||||||||
Capital expenditures | 543 | 651 | 781 | |||||||||
Allocated assets | 13,922 | 18,556 | 13,922 | 18,556 | 16,706 | |||||||
Total assets | 13,922 | 18,556 | 13,922 | 18,556 | 16,706 | |||||||
Adjacent Services [Member] | ||||||||||||
Segment information | ||||||||||||
Revenue, net | 5,029 | 10,700 | 13,183 | |||||||||
EBIT | (5,131) | (4,161) | (3,480) | |||||||||
Depreciation of property and equipment | 634 | 722 | 652 | |||||||||
Amortization of intangible assets | 130 | 334 | 697 | |||||||||
EBITDA | (4,367) | (3,105) | (2,131) | |||||||||
Impairment charges | 71 | |||||||||||
Foreign currency transaction (gains) losses on short-term intercompany balances | 12 | 0 | 0 | |||||||||
Acquisition-related charges (benefits) | 0 | 249 | 187 | |||||||||
Transformation severance and related expenses | 30 | 418 | 81 | |||||||||
Other loss | 1,191 | 57 | ||||||||||
Stock-based compensation | 0 | 0 | 0 | |||||||||
Adjusted EBITDA | (3,134) | (2,381) | (1,792) | |||||||||
Capital expenditures | 270 | 123 | 376 | |||||||||
Allocated assets | 1,030 | 4,596 | 1,030 | 4,596 | 4,993 | |||||||
Total assets | 1,030 | 4,596 | 1,030 | 4,596 | 4,993 | |||||||
Corporate Support [Member] | ||||||||||||
Segment information | ||||||||||||
Revenue, net | 0 | 0 | 0 | |||||||||
EBIT | (18,263) | (19,212) | (22,783) | |||||||||
Depreciation of property and equipment | 0 | 0 | 0 | |||||||||
Amortization of intangible assets | 0 | 0 | 0 | |||||||||
EBITDA | (18,263) | (19,212) | (22,783) | |||||||||
Impairment charges | 0 | |||||||||||
Foreign currency transaction (gains) losses on short-term intercompany balances | (187) | (205) | (24) | |||||||||
Acquisition-related charges (benefits) | 0 | 0 | 0 | |||||||||
Transformation severance and related expenses | 308 | 589 | 1,134 | |||||||||
Other loss | 0 | 0 | ||||||||||
Stock-based compensation | 3,926 | 4,532 | 6,294 | |||||||||
Adjusted EBITDA | (14,216) | (14,296) | (15,379) | |||||||||
Capital expenditures | 0 | 0 | 0 | |||||||||
Allocated assets | 0 | 0 | 0 | 0 | 0 | |||||||
Total assets | 20,851 | 29,378 | 20,851 | 29,378 | 55,152 | |||||||
Corporate Support [Member] | Continuing Operations [Member] | ||||||||||||
Segment information | ||||||||||||
Cash and cash equivalents | 15,122 | 25,735 | 15,122 | 25,735 | 43,700 | |||||||
Restricted cash | 48 | 53 | 48 | 53 | 57 | |||||||
Deferred loan costs | 80 | 80 | ||||||||||
Deferred income taxes | 1,361 | 41 | 1,361 | 41 | 1,708 | |||||||
Prepaid expenses and other assets | 2,465 | 2,729 | 2,465 | 2,729 | 2,254 | |||||||
Corporate Support [Member] | Discontinued Operations [Member] | ||||||||||||
Segment information | ||||||||||||
Discontinued operations | $ 1,775 | $ 820 | $ 1,775 | $ 820 | $ 7,433 |
Operating Segments and Relate39
Operating Segments and Related Information (by Country) (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Segment Reporting Information [Line Items] | |||||||||||
Revenue, net | $ 34,957 | $ 33,365 | $ 36,995 | $ 32,985 | $ 40,233 | $ 42,844 | $ 41,692 | $ 36,783 | $ 138,302 | $ 161,552 | $ 178,268 |
Long-lived assets | 30,517 | 35,167 | 30,517 | 35,167 | |||||||
United States [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenue, net | 80,484 | 88,859 | 98,871 | ||||||||
Long-lived assets | 26,281 | 29,392 | 26,281 | 29,392 | |||||||
United Kingdom [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenue, net | 19,540 | 23,817 | 24,639 | ||||||||
Long-lived assets | 2,939 | 4,416 | 2,939 | 4,416 | |||||||
Canada [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenue, net | 12,388 | 15,851 | 19,584 | ||||||||
France [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenue, net | 6,186 | 8,508 | 10,225 | ||||||||
Australia [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenue, net | 6,111 | 5,762 | 4,461 | ||||||||
Mexico [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenue, net | 4,340 | 4,653 | 4,482 | ||||||||
Brazil [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenue, net | 1,223 | 3,050 | 5,090 | ||||||||
New Zealand [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenue, net | 596 | 1,353 | 976 | ||||||||
Spain [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenue, net | 1,019 | 1,275 | 844 | ||||||||
Thailand [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenue, net | 933 | 986 | 971 | ||||||||
Hong Kong [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenue, net | 864 | 903 | 851 | ||||||||
Colombia [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenue, net | 610 | 841 | 752 | ||||||||
Other [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenue, net | 4,008 | 5,694 | $ 6,522 | ||||||||
Long-lived assets | $ 1,297 | $ 1,359 | $ 1,297 | $ 1,359 |
Earnings (Loss) Per Common Sh40
Earnings (Loss) Per Common Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Numerator: | |||
Net income (loss) from continuing operations | $ 1,539 | $ (2,699) | $ 2,054 |
Net loss from discontinued operations | $ (4,765) | $ (4,827) | $ (2,240) |
Denominator: | |||
Weighted-average common shares outstanding (shares) | 25,868 | 28,707 | 29,169 |
Basic earnings (loss) per common share from continuing operations (in USD per share) | $ 0.06 | $ (0.09) | $ 0.07 |
Basic loss per common share from discontinued operations (in USD per share) | $ (0.18) | $ (0.17) | $ (0.08) |
Numerator: | |||
Net income (loss) from continuing operations | $ 1,539 | $ (2,699) | $ 2,054 |
Net loss from discontinued operations | $ (4,765) | $ (4,827) | $ (2,240) |
Denominator: | |||
Weighted-average common shares outstanding (shares) | 25,868 | 28,707 | 29,169 |
Incremental shares from stock-based compensation plans (shares) | 36 | 0 | 459 |
Denominator for diluted earnings (loss) per common share (shares) | 25,904 | 28,707 | 29,628 |
Diluted earnings (loss) per common share from continuing operations (in USD per share) | $ 0.06 | $ (0.09) | $ 0.07 |
Diluted loss per common share from discontinued operations (in USD per share) | $ (0.18) | $ (0.17) | $ (0.08) |
Earnings (Loss) Per Common Sh41
Earnings (Loss) Per Common Share (Textual) (Details) - shares shares in Millions | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Schedule of Other Securities Included in Calculation of EPS [Abstract] | |||
Number of common shares in the basic and diluted earnings per common share (shares) | 2.7 | 0.5 | 0.7 |
Nonvested restricted share (shares) | 0.1 | 0.1 | 0.1 |
Non-qualified Option [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Weighted average shares outstanding excludes anti-dilutive shares underlying options (shares) (less than for Performance Units) | 3.3 | 3.3 | 3 |
Performance Unit [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Weighted average shares outstanding excludes anti-dilutive shares underlying options (shares) (less than for Performance Units) | 0.1 | 0.1 |
Goodwill and Intangible Asset42
Goodwill and Intangible Assets (Reportable Segments) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Goodwill [Roll Forward] | ||
Goodwill, beginning balance | $ 13,036 | $ 13,686 |
Goodwill disposed in connection with business divestiture | (596) | |
Goodwill disposed in connection with business divestiture | (1,422) | |
Goodwill recorded in connection with business combinations | 242 | |
Foreign currency translation | (46) | (54) |
Goodwill, ending balance | 11,810 | 13,036 |
Recovery Audit Services - Americas [Member] | ||
Goodwill [Roll Forward] | ||
Goodwill, beginning balance | 12,177 | 12,177 |
Goodwill disposed in connection with business divestiture | 0 | |
Goodwill disposed in connection with business divestiture | (1,422) | |
Goodwill recorded in connection with business combinations | 0 | |
Foreign currency translation | 0 | 0 |
Goodwill, ending balance | 10,755 | 12,177 |
Recovery Audit Services - Europe/Asia-Pacific [Member] | ||
Goodwill [Roll Forward] | ||
Goodwill, beginning balance | 859 | 913 |
Goodwill disposed in connection with business divestiture | 0 | |
Goodwill disposed in connection with business divestiture | 0 | |
Goodwill recorded in connection with business combinations | 0 | |
Foreign currency translation | (46) | (54) |
Goodwill, ending balance | 813 | 859 |
Adjacent Services [Member] | ||
Goodwill [Roll Forward] | ||
Goodwill, beginning balance | 0 | 596 |
Goodwill disposed in connection with business divestiture | (596) | |
Goodwill disposed in connection with business divestiture | 0 | |
Goodwill recorded in connection with business combinations | 242 | |
Foreign currency translation | 0 | 0 |
Goodwill, ending balance | $ 242 | $ 0 |
Goodwill and Intangible Asset43
Goodwill and Intangible Assets (Textual) (Details) $ in Thousands | 1 Months Ended | 12 Months Ended | |||||
Dec. 31, 2011USD ($) | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | Dec. 31, 2013USD ($) | Dec. 31, 2012USD ($)firm | Dec. 31, 2005USD ($) | Dec. 31, 2002USD ($) | |
Goodwill and Intangible Assets (Textual) [Abstract] | |||||||
Goodwill through acquisition | $ 242 | ||||||
Goodwill | 11,810 | $ 13,036 | $ 13,686 | ||||
Goodwill disposed of in connection with business divestiture | (1,422) | ||||||
Goodwill and Intangible Assets (Additional Textual) [Abstract] | |||||||
Amortization expense | 2,458 | 3,531 | 4,800 | ||||
Projected amortization expense 2016 | 1,500 | ||||||
Projected amortization expense 2017 | 1,200 | ||||||
Projected amortization expense 2018 | 1,100 | ||||||
Projected amortization expense 2019 | 1,000 | ||||||
Projected amortization expense 2020 | 900 | ||||||
Recovery Audit Services - Americas [Member] | |||||||
Goodwill and Intangible Assets (Textual) [Abstract] | |||||||
Goodwill, accumulated impairment losses | $ 359,900 | $ 359,900 | |||||
Goodwill through acquisition | 0 | ||||||
Goodwill | 10,755 | 12,177 | 12,177 | ||||
Goodwill disposed of in connection with business divestiture | (1,422) | ||||||
Recovery Audit Services - Americas [Member] | Business Strategy, Inc [Member] | |||||||
Goodwill and Intangible Assets (Textual) [Abstract] | |||||||
Goodwill through acquisition | $ 7,800 | ||||||
Purchase price adjustments | $ (200) | ||||||
Goodwill | 7,600 | ||||||
Recovery Audit Services - Europe/Asia-Pacific [Member] | |||||||
Goodwill and Intangible Assets (Textual) [Abstract] | |||||||
Goodwill through acquisition | 0 | ||||||
Purchase price adjustments | $ 700 | ||||||
Goodwill | 813 | 859 | 913 | ||||
Number of firms acquired | firm | 2 | ||||||
Goodwill disposed of in connection with business divestiture | 0 | ||||||
Adjacent Services [Member] | |||||||
Goodwill and Intangible Assets (Textual) [Abstract] | |||||||
Goodwill through acquisition | 242 | ||||||
Goodwill | 242 | $ 0 | $ 596 | ||||
Goodwill disposed of in connection with business divestiture | $ 0 |
Goodwill and Intangible Asset44
Goodwill and Intangible Assets (Noncurrent Intangible Assets) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Gross carrying amount: | |||
Gross carrying amount, Beginning balance | $ 43,412 | $ 46,299 | |
Disposition of assets | (518) | ||
FX adjustments and other | (502) | (585) | |
Gross carrying amount, Ending balance | 42,392 | 43,412 | $ 46,299 |
Accumulated amortization: | |||
Accumulated amortization, Beginning balance | (33,973) | (32,717) | |
Amortization expense | (2,458) | (3,531) | (4,800) |
FX adjustments and other | 477 | 514 | |
Accumulated amortization, Ending balance | (35,708) | (33,973) | (32,717) |
Net carrying amount: | |||
Net carrying amount, Beginning balance | 9,439 | ||
Net carrying amount, Ending balance | 6,684 | 9,439 | |
TJG Holdings LLC [Member] | |||
Gross carrying amount: | |||
Disposition of assets | (2,302) | ||
Accumulated amortization: | |||
Disposition of assets | 1,761 | ||
SDS [Domain] | |||
Accumulated amortization: | |||
Disposition of assets | 246 | ||
Customer Relationships [Member] | |||
Gross carrying amount: | |||
Gross carrying amount, Beginning balance | 38,496 | 39,815 | |
Disposition of assets | (291) | ||
FX adjustments and other | (421) | (490) | |
Gross carrying amount, Ending balance | 37,784 | 38,496 | 39,815 |
Accumulated amortization: | |||
Accumulated amortization, Beginning balance | (29,496) | (27,168) | |
Amortization expense | (2,211) | (3,122) | |
FX adjustments and other | 397 | 423 | |
Accumulated amortization, Ending balance | (31,246) | (29,496) | (27,168) |
Net carrying amount: | |||
Net carrying amount, Beginning balance | 9,000 | ||
Net carrying amount, Ending balance | $ 6,538 | 9,000 | |
Customer Relationships [Member] | Minimum [Member] | |||
Net carrying amount: | |||
Estimated useful life (years) | 6 years | ||
Customer Relationships [Member] | Maximum [Member] | |||
Net carrying amount: | |||
Estimated useful life (years) | 20 years | ||
Customer Relationships [Member] | TJG Holdings LLC [Member] | |||
Gross carrying amount: | |||
Disposition of assets | (829) | ||
Accumulated amortization: | |||
Disposition of assets | 371 | ||
Customer Relationships [Member] | SDS [Domain] | |||
Accumulated amortization: | |||
Disposition of assets | $ 64 | ||
Trademarks [Member] | |||
Gross carrying amount: | |||
Gross carrying amount, Beginning balance | 1,059 | 1,090 | |
Disposition of assets | (101) | ||
FX adjustments and other | (27) | (31) | |
Gross carrying amount, Ending balance | 931 | 1,059 | 1,090 |
Accumulated amortization: | |||
Accumulated amortization, Beginning balance | (869) | (700) | |
Amortization expense | (125) | (197) | |
FX adjustments and other | 26 | 28 | |
Accumulated amortization, Ending balance | (881) | (869) | (700) |
Net carrying amount: | |||
Net carrying amount, Beginning balance | 190 | ||
Net carrying amount, Ending balance | $ 50 | 190 | |
Estimated useful life (years) | 6 years | ||
Trademarks [Member] | TJG Holdings LLC [Member] | |||
Gross carrying amount: | |||
Disposition of assets | 0 | ||
Accumulated amortization: | |||
Disposition of assets | 0 | ||
Trademarks [Member] | SDS [Domain] | |||
Accumulated amortization: | |||
Disposition of assets | $ 87 | ||
Non-compete Agreements [Member] | |||
Gross carrying amount: | |||
Gross carrying amount, Beginning balance | 1,657 | 2,529 | |
Disposition of assets | (126) | ||
FX adjustments and other | (54) | (64) | |
Gross carrying amount, Ending balance | 1,477 | 1,657 | 2,529 |
Accumulated amortization: | |||
Accumulated amortization, Beginning balance | (1,408) | (2,142) | |
Amortization expense | (122) | (137) | |
FX adjustments and other | 54 | 63 | |
Accumulated amortization, Ending balance | (1,381) | (1,408) | (2,142) |
Net carrying amount: | |||
Net carrying amount, Beginning balance | 249 | ||
Net carrying amount, Ending balance | $ 96 | 249 | |
Non-compete Agreements [Member] | Minimum [Member] | |||
Net carrying amount: | |||
Estimated useful life (years) | 1 year | ||
Non-compete Agreements [Member] | Maximum [Member] | |||
Net carrying amount: | |||
Estimated useful life (years) | 5 years | ||
Non-compete Agreements [Member] | TJG Holdings LLC [Member] | |||
Gross carrying amount: | |||
Disposition of assets | (808) | ||
Accumulated amortization: | |||
Disposition of assets | 808 | ||
Non-compete Agreements [Member] | SDS [Domain] | |||
Accumulated amortization: | |||
Disposition of assets | $ 95 | ||
Trade Names [Member] | |||
Gross carrying amount: | |||
Gross carrying amount, Beginning balance | 2,200 | 2,865 | |
Disposition of assets | 0 | ||
FX adjustments and other | 0 | 0 | |
Gross carrying amount, Ending balance | 2,200 | 2,200 | 2,865 |
Accumulated amortization: | |||
Accumulated amortization, Beginning balance | (2,200) | (2,707) | |
Amortization expense | 0 | (75) | |
FX adjustments and other | 0 | 0 | |
Accumulated amortization, Ending balance | (2,200) | (2,200) | $ (2,707) |
Net carrying amount: | |||
Net carrying amount, Beginning balance | 0 | ||
Net carrying amount, Ending balance | $ 0 | 0 | |
Trade Names [Member] | Minimum [Member] | |||
Net carrying amount: | |||
Estimated useful life (years) | 4 years | ||
Trade Names [Member] | Maximum [Member] | |||
Net carrying amount: | |||
Estimated useful life (years) | 5 years | ||
Trade Names [Member] | TJG Holdings LLC [Member] | |||
Gross carrying amount: | |||
Disposition of assets | (665) | ||
Accumulated amortization: | |||
Disposition of assets | $ 582 | ||
Trade Names [Member] | SDS [Domain] | |||
Accumulated amortization: | |||
Disposition of assets | $ 0 |
Debt (Details Textual)
Debt (Details Textual) | Dec. 23, 2014USD ($)covenant | Jan. 17, 2014USD ($) | Jan. 19, 2010USD ($) | Dec. 31, 2013USD ($) | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | Dec. 31, 2013USD ($) |
Line of Credit Facility [Line Items] | |||||||
Date of first required payment | Jan. 19, 2010 | ||||||
Description of variable rate basis | One-month LIBOR rate | ||||||
SunTrust Bank [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Period of term loan and the revolving credit facility | 4 years | ||||||
Revolving credit facility and term loan interest rate (percent) | 2.43% | 2.43% | |||||
Revolving credit facility commitment fee (percent) | 0.50% | ||||||
SunTrust Bank [Member] | Minimum [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Applicable margin (percent) | 2.25% | ||||||
SunTrust Bank [Member] | Maximum [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Applicable margin (percent) | 3.50% | ||||||
SunTrust Bank [Member] | LIBOR [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Variable interest rate, term | 1 month | ||||||
Applicable margin (percent) | 2.25% | ||||||
Sun Trust Revolving Credit Facility [Member] | SunTrust Bank [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Committed revolving credit facility | $ 20,000,000 | $ 25,000,000 | $ 15,000,000 | ||||
Amount outstanding under credit facility | $ 0 | ||||||
Revolving credit facility commitment fee (percent) | 0.25% | 0.50% | |||||
Fixed interest rate (percent) | 1.75% | ||||||
Number of debt covenants | covenant | 2 | ||||||
Term for debt covenants to apply (last days of fiscal quarter) | 30 days | ||||||
Future minimum principal payments | $ 0 | $ 0 | |||||
Sun Trust Revolving Credit Facility [Member] | SunTrust Bank [Member] | LIBOR [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Applicable margin (percent) | 1.75% | ||||||
Interest rate at period end (percent) | 1.99% | ||||||
Sun Trust Term Loan [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Date of first required payment | Mar. 31, 2010 | ||||||
Frequency of periodic payment | Quarterly | ||||||
Sun Trust Term Loan [Member] | SunTrust Bank [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Committed term loan | 15,000,000 | ||||||
Revolving credit facility, quarterly principal payment | $ 800,000 | ||||||
Final principal payment | $ 3,000,000 | $ 3,000,000 | |||||
Term loan, weighted average interest rate (percent) | 4.10% | 0.25% | 0.50% | 4.10% | |||
Mandatory principal payments on SunTrust term loan | $ 3,000,000 |
Lease Commitments (Textual) (De
Lease Commitments (Textual) (Details) $ in Millions | 12 Months Ended | ||||
Dec. 31, 2015USD ($)ft² | Dec. 31, 2014USD ($)ft² | Dec. 31, 2013USD ($) | Feb. 29, 2016ft² | Dec. 30, 2014ft² | |
Long-term Purchase Commitment [Line Items] | |||||
Rent expense, net | $ | $ 4.6 | $ 6 | $ 6.3 | ||
Area of principal executive office space | 58,000 | 132,000 | |||
Sublet to independent third party [Member] | |||||
Long-term Purchase Commitment [Line Items] | |||||
Area of principal executive office space | 0 | ||||
Sublet to independent third party [Member] | Scenario, Forecast [Member] | |||||
Long-term Purchase Commitment [Line Items] | |||||
Area of principal executive office space | 3,000 |
Lease Commitments (Details)
Lease Commitments (Details) $ in Thousands | Dec. 31, 2015USD ($) |
Future minimum lease payments under noncancellable operating leases | |
2,016 | $ 3,883 |
2,017 | 2,990 |
2,018 | 2,200 |
2,019 | 2,058 |
2,020 | 1,845 |
Thereafter | 1,654 |
Total payments | $ 14,630 |
Income Taxes (Domestic and Fore
Income Taxes (Domestic and Foreign) (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Income Tax Disclosure [Abstract] | |||||||||||
United States | $ (244) | $ (3,369) | $ (3,217) | ||||||||
Foreign | 2,152 | 3,911 | 8,026 | ||||||||
Income from continuing operations before income taxes | $ 4,045 | $ (2,456) | $ 2,120 | $ (1,801) | $ 285 | $ 1,448 | $ 364 | $ (1,555) | $ 1,908 | $ 542 | $ 4,809 |
Income Taxes (Provision for Inc
Income Taxes (Provision for Income Taxes) (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Current: | |||||||||||
Federal | $ 0 | $ 0 | $ 0 | ||||||||
State | (13) | (11) | (452) | ||||||||
Foreign | 1,494 | 1,686 | 3,230 | ||||||||
Current income tax expense (benefit), total | 1,481 | 1,675 | 2,778 | ||||||||
Deferred: | |||||||||||
Federal | 0 | 0 | 0 | ||||||||
State | 0 | 0 | 0 | ||||||||
Foreign | (1,112) | 1,566 | (23) | ||||||||
Deferred income tax expense (benefit), total | (1,112) | 1,566 | (23) | ||||||||
Total | $ (803) | $ 421 | $ 296 | $ 455 | $ 2,388 | $ 554 | $ 186 | $ 113 | $ 369 | $ 3,241 | $ 2,755 |
Income Taxes (Effective Income
Income Taxes (Effective Income Tax Expense) (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Income Tax Disclosure [Abstract] | |||||||||||
Statutory federal income tax rate | $ 649 | $ 184 | $ 1,635 | ||||||||
State income taxes, net of federal effect | (240) | (189) | (657) | ||||||||
Deferred tax true-up | 8,078 | 0 | 0 | ||||||||
Change in deferred tax asset valuation allowance | (6,729) | 2,094 | (904) | ||||||||
Foreign taxes in excess of U.S. statutory rate | (223) | 714 | 1,784 | ||||||||
Compensation deduction limitation | (1,201) | 381 | 820 | ||||||||
Other, net | 35 | 57 | 77 | ||||||||
Total | $ (803) | $ 421 | $ 296 | $ 455 | $ 2,388 | $ 554 | $ 186 | $ 113 | $ 369 | $ 3,241 | $ 2,755 |
Income Taxes (Deferred Tax Asse
Income Taxes (Deferred Tax Assets and Liabilities) (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Income Tax Disclosure [Abstract] | ||
Accounts payable and accrued expenses | $ 954 | $ 1,712 |
Accrued payroll and related expenses | 1,713 | 2,530 |
Stock-based compensation expense | 2,668 | 10,226 |
Depreciation of property and equipment | 3,061 | 5,480 |
Capitalized software | 94 | 0 |
Non-compete agreements | 0 | 1 |
Unbilled receivables and refund liabilities | 2,029 | 904 |
Operating loss carry-forwards of foreign subsidiary | 3,275 | 1,920 |
Federal operating loss carry-forwards | 31,884 | 30,669 |
State operating loss carry-forwards | 4,038 | 2,671 |
Other | 883 | 1,930 |
Gross deferred tax assets | 50,599 | 58,043 |
Less valuation allowance | 45,565 | 52,002 |
Gross deferred tax assets net of valuation allowance | 5,034 | 6,041 |
Intangible assets | 2,775 | 3,049 |
Capitalized software | 0 | 1,834 |
Other | 898 | 1,117 |
Gross deferred tax liabilities | 3,673 | 6,000 |
Net deferred tax assets | $ 1,361 | $ 41 |
Income Taxes (Unrecognized Tax
Income Taxes (Unrecognized Tax Benefits) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Reconciliation of Unrecognized Tax Benefits [Roll Forward] | |||
Unrecognized tax benefits, beginning balance | $ 677 | $ 724 | $ 2,197 |
Additions based on tax positions related to the current year | 0 | 0 | 0 |
Additions based on tax positions related to the prior years | 0 | 0 | 0 |
Decreases based on payments made during the year | 0 | 0 | (932) |
Decreases based on tax positions related to the prior years | (142) | (47) | (541) |
Unrecognized tax benefits, ending balance | 535 | 677 | 724 |
Reconciliation of Unrecognized Tax Benefits, Accrued Interest [Roll Forward] | |||
Accrued interest, beginning balance | 220 | 260 | 1,460 |
Additions based on tax positions related to the current year | 0 | 0 | 0 |
Additions based on tax positions related to the prior years | 24 | 33 | 119 |
Decreases based on payments made during the year | 0 | 0 | (385) |
Decreases based on tax positions related to the prior years | (42) | (73) | (934) |
Accrued interest, ending balance | $ 202 | $ 220 | $ 260 |
Income Taxes (Textual) (Details
Income Taxes (Textual) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Income Tax Examination [Line Items] | |||
Federal statutory tax rate | 34.00% | ||
Effective income tax rate on earnings | 19.30% | 598.00% | 57.30% |
Valuation allowance | $ 45,565 | $ 52,002 | |
Change in valuation allowance (less than) | 6,400 | ||
Gross deferred tax assets | 50,599 | 58,043 | |
Deferred tax liability | 300 | $ 200 | $ 400 |
Operating loss carryforwards, subject to annual limitation | 13,800 | ||
Operating loss carryforwards, annual limitation | 1,400 | ||
U.S. Federal Tax Authority [Member] | |||
Income Tax Examination [Line Items] | |||
Operating loss carryforwards | 91,100 | ||
State Jurisdiction [Member] | |||
Income Tax Examination [Line Items] | |||
Operating loss carryforwards | 139,200 | ||
Foreign Subsidiary [Member] | |||
Income Tax Examination [Line Items] | |||
Gross deferred tax assets | $ 1,500 |
Employee Benefit Plans (Details
Employee Benefit Plans (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Employee Benefit Plans [Abstract] | |||
Defined contribution plan funded percentage | 50.00% | ||
Percentage of annual compensation per employee | 6.00% | ||
Defined contribution plan contributions by employer | $ 3,000 | ||
Defined contribution plan employers matching contribution annual vesting percentage after three years | 100.00% | ||
Period of defined contribution plan employers matching contribution annual vesting 100 percentage | 3 years | ||
Defined contribution plan employers matching contribution annual vesting percentage | 20.00% | ||
Defined contribution plan employers matching contribution annual vesting period | 2 years | ||
Defined contribution plan, employer contributions | $ 800,000 | $ 1,000,000 | $ 1,100,000 |
Capital Structure (Details)
Capital Structure (Details) - USD ($) $ / shares in Units, $ in Thousands | Oct. 24, 2014 | Mar. 25, 2014 | Jan. 08, 2013 | Dec. 11, 2012 | Oct. 31, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Feb. 21, 2014 |
Class of Stock [Line Items] | |||||||||
Preferred stock, shares outstanding (shares) | 0 | 0 | |||||||
Public offering, common stock shares (shares) | 6,249,234 | ||||||||
Public offering, by company (shares) | 2,500,000 | ||||||||
Public offering, by selling shareholders (shares) | 3,749,234 | ||||||||
Public offering, price per share (usd per share) | $ 6.39 | ||||||||
Public offering, net proceeds | $ 4,100 | $ 14,700 | $ 0 | $ 0 | $ 4,118 | ||||
Additional shares, overallotment option (shares) | 687,385 | ||||||||
Value of shares issued in business acquisition | 1,279 | 1,472 | |||||||
Repurchases of common stock | 18,071 | 22,685 | |||||||
Stock option exercises | $ 91 | $ 2,823 | $ 916 | ||||||
Common stock [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Public offering, by company (shares) | 687,385 | ||||||||
Shares issued for acquisition, shares | 187,620 | 217,155 | |||||||
Value of shares issued in business acquisition | $ 2 | $ 2 | |||||||
Stock repurchase program, shares authorized for repurchase (shares) | 40,000,000 | 20,000,000 | 50,000,000 | 10,000,000 | |||||
Share repurchase program, increase in shares authorized (shares) | 20,000,000 | 10,000,000 | 10,000,000 | ||||||
Repurchases of common stock, shares | 4,118,386 | 3,605,142 | |||||||
Repurchases of common stock | $ 41 | $ 36 | |||||||
Stock option exercises, shares | 29,128 | 716,780 | 202,159 | ||||||
Stock option exercises | $ 0 | $ 7 | $ 2 |
Stock-Based Compensation (Textu
Stock-Based Compensation (Textual) (Details) $ in Thousands | Dec. 14, 2015shares | Sep. 28, 2015shares | Mar. 30, 2015executive_officershares | Jun. 24, 2014shares | Jun. 19, 2012USD ($)officershares | Jun. 15, 2010shares | May. 29, 2008shares | Aug. 11, 2006shares | Sep. 30, 2015USD ($) | Jun. 30, 2015USD ($) | Dec. 31, 2015USD ($)shares | Dec. 31, 2015USD ($)compensation_planshares | Dec. 31, 2014USD ($)shares | Dec. 31, 2013USD ($)shares | Dec. 31, 2012shares | Dec. 31, 2014USD ($)executive_officershares |
Stock-Based Compensation [Abstract] | ||||||||||||||||
Number of stock-based compensation plans | compensation_plan | 2 | |||||||||||||||
Employee Group 1 [Member] | ||||||||||||||||
Stock-Based Compensation [Abstract] | ||||||||||||||||
Stock options vesting period | 3 years | |||||||||||||||
Director Group 1 [Member] | ||||||||||||||||
Stock-Based Compensation [Abstract] | ||||||||||||||||
Stock options vesting period | 1 year | |||||||||||||||
Stock options [Member] | ||||||||||||||||
Stock-Based Compensation [Abstract] | ||||||||||||||||
Stock awards, performance units outstanding (shares) | 3,337,784 | 3,337,784 | 3,325,103 | 3,325,103 | ||||||||||||
Stock options [Member] | Employee Group 1 [Member] | ||||||||||||||||
Stock-Based Compensation [Abstract] | ||||||||||||||||
Stock options vesting period | 3 years | 3 years | 3 years | |||||||||||||
Performance-based restricted stock units [Member] | ||||||||||||||||
Stock-Based Compensation [Abstract] | ||||||||||||||||
Performance units forfeited in period (shares) | 95,451 | |||||||||||||||
Shares granted (shares) | 2,564,698 | |||||||||||||||
Maximum [Member] | Stock options [Member] | Director Group 1 [Member] | ||||||||||||||||
Stock-Based Compensation [Abstract] | ||||||||||||||||
Stock options vesting period | 1 year | 1 year | 1 year | |||||||||||||
2008 Equity Incentive Plan [Member] | ||||||||||||||||
Stock-Based Compensation [Abstract] | ||||||||||||||||
Number of shares authorized for grant (shares) | 10,600,000 | 7,600,000 | 5,400,000 | 2,000,000 | ||||||||||||
Stock award, term to expiration | 7 years | |||||||||||||||
Number of additional shares authorized for grant (shares) | 3,000,000 | 2,200,000 | 3,400,000 | |||||||||||||
Ratio of shares in restricted stock awards and other full value awards to shares in amended plan | 1.41 | |||||||||||||||
Number of shares available for future grant (shares) | 1,100,000 | 1,100,000 | ||||||||||||||
2008 Equity Incentive Plan [Member] | Stock options [Member] | ||||||||||||||||
Stock-Based Compensation [Abstract] | ||||||||||||||||
Stock options vesting period | 3 years | |||||||||||||||
2008 Equity Incentive Plan [Member] | Stock options [Member] | Director [Member] | ||||||||||||||||
Stock-Based Compensation [Abstract] | ||||||||||||||||
Stock options vesting period | 1 year | |||||||||||||||
2008 Equity Incentive Plan [Member] | Performance-based restricted stock units [Member] | ||||||||||||||||
Stock-Based Compensation [Abstract] | ||||||||||||||||
Percentage of performance units (percent) | 25.00% | 50.00% | ||||||||||||||
Percentage of fair market value (percent) | 75.00% | 50.00% | ||||||||||||||
Requisite performance period | 2 years | 2 years | ||||||||||||||
Selling, general and administrative expenses (less than for 2021 MIP value) | $ | $ (600) | $ (800) | $ (1,400) | |||||||||||||
2008 Equity Incentive Plan [Member] | Performance-based restricted stock units [Member] | Employee Group 1 [Member] | ||||||||||||||||
Stock-Based Compensation [Abstract] | ||||||||||||||||
Stock options vesting period | 2 years | 3 years | 3 years | |||||||||||||
Number of officers | executive_officer | 8 | |||||||||||||||
Shares granted (shares) | 45,000 | 1,123,333 | 1,325,000 | 1,168,333 | 2,493,333 | 120,000 | 599,875 | |||||||||
2008 Equity Incentive Plan [Member] | Performance-based restricted stock units [Member] | Employee Group 1 [Member] | Threshold Performance Level [Member] | ||||||||||||||||
Stock-Based Compensation [Abstract] | ||||||||||||||||
Award vesting rights (percent) | 35.00% | 35.00% | ||||||||||||||
2008 Equity Incentive Plan [Member] | Performance-based restricted stock units [Member] | Employee Group 1 [Member] | Target Performance Level [Member] | ||||||||||||||||
Stock-Based Compensation [Abstract] | ||||||||||||||||
Award vesting rights (percent) | 100.00% | 100.00% | ||||||||||||||
2008 Equity Incentive Plan [Member] | Performance-based restricted stock units [Member] | Employee Group 1 [Member] | Maximum Performance Level [Member] | ||||||||||||||||
Stock-Based Compensation [Abstract] | ||||||||||||||||
Award vesting rights (percent) | 200.00% | |||||||||||||||
2008 Equity Incentive Plan [Member] | Performance-based restricted stock units [Member] | Director Group 1 [Member] | ||||||||||||||||
Stock-Based Compensation [Abstract] | ||||||||||||||||
Shares granted (shares) | 4,273 | 51,276 | 75,490 | |||||||||||||
2008 Equity Incentive Plan [Member] | Maximum [Member] | Performance-based restricted stock units [Member] | Director Group 1 [Member] | ||||||||||||||||
Stock-Based Compensation [Abstract] | ||||||||||||||||
Stock options vesting period | 1 year | 1 year | 1 year | |||||||||||||
2006 Management Incentive Plan [Member] | Performance units [Member] | ||||||||||||||||
Stock-Based Compensation [Abstract] | ||||||||||||||||
Number of shares authorized for grant (shares) | 2,100,000 | |||||||||||||||
Stock options vesting period | 3 years | |||||||||||||||
Percentage of performance units (percent) | 60.00% | 60.00% | ||||||||||||||
Percentage of fair market value (percent) | 40.00% | 40.00% | ||||||||||||||
Number of officers | officer | 7 | |||||||||||||||
Total of performance units were outstanding and fully vested (shares) | 154,264 | 0 | 0 | |||||||||||||
Grant date fair value awards | $ | $ 1,200 | |||||||||||||||
Performance units settled in period (shares) | 16,530 | 27,546 | 0 | 137,740 | ||||||||||||
Number of executive officers that settled performance units in period (executive officers) | executive_officer | 3 | |||||||||||||||
Number of former executive officers that settled performance units in period (executive officers) | executive_officer | 3 | |||||||||||||||
Performance units forfeited in period (shares) | 16,524 | |||||||||||||||
Number of former executive officers that forfeited performance units in period (executive officer) | executive_officer | 1 | |||||||||||||||
Selling, general and administrative expenses (less than for 2021 MIP value) | $ | $ 100 | $ 200 | $ 500 | |||||||||||||
2006 Management Incentive Plan [Member] | Common stock [Member] | ||||||||||||||||
Stock-Based Compensation [Abstract] | ||||||||||||||||
Common stock issued during period (shares) | 9,918 | 16,526 | 79,356 | |||||||||||||
Cash payments for shares settled during period | $ | $ 100 | $ 100 | $ 300 | |||||||||||||
The Plans [Member] | ||||||||||||||||
Stock-Based Compensation [Abstract] | ||||||||||||||||
Unrecognized stock-based compensation expense related to stock options | $ | $ 1,900 | $ 1,900 | ||||||||||||||
Weighted-average period for recognizing stock compensation expense | 2 years | |||||||||||||||
The Plans [Member] | Selling, general and administrative expenses [Member] | ||||||||||||||||
Stock-Based Compensation [Abstract] | ||||||||||||||||
Selling, general and administrative expenses (less than for 2021 MIP value) | $ | $ 3,900 | $ 4,500 | $ 6,300 |
Stock-Based Compensation (Stock
Stock-Based Compensation (Stock Option Grants) (Details) | Dec. 14, 2015shares | Sep. 28, 2015shares | Mar. 30, 2015executive_officershares | May. 29, 2008 | Dec. 31, 2015shares | Dec. 31, 2015$ / sharesshares | Dec. 31, 2014$ / sharesshares | Dec. 31, 2013$ / sharesshares | Sep. 30, 2015employee | Mar. 31, 2015employee | Mar. 31, 2013employee | Sep. 30, 2012employee |
Director Group 1 [Member] | ||||||||||||
Summary of stock option grants | ||||||||||||
Vesting Period | 1 year | |||||||||||
Employee Group 1 [Member] | ||||||||||||
Summary of stock option grants | ||||||||||||
Vesting Period | 3 years | |||||||||||
Stock options [Member] | ||||||||||||
Summary of stock option grants | ||||||||||||
Number of Options Granted (shares) | shares | 401,365 | |||||||||||
Weighted Average Exercise Price (usd per share) | $ 4.81 | |||||||||||
Stock options [Member] | Director Group 1 [Member] | ||||||||||||
Summary of stock option grants | ||||||||||||
Number of Options Granted (shares) | shares | 249,273 | 51,276 | 75,490 | |||||||||
Weighted Average Exercise Price (usd per share) | $ 4.49 | $ 6.45 | $ 5.67 | |||||||||
Weighted Average Grant Date Fair Value (usd per share) | $ 2.44 | $ 1.89 | $ 2 | |||||||||
Stock options [Member] | Director Group 1 [Member] | Maximum [Member] | ||||||||||||
Summary of stock option grants | ||||||||||||
Vesting Period | 1 year | 1 year | 1 year | |||||||||
Stock options [Member] | Director Group 2 [Member] | ||||||||||||
Summary of stock option grants | ||||||||||||
Number of Options Granted (shares) | shares | 17,092 | |||||||||||
Vesting Period | 3 years | |||||||||||
Weighted Average Exercise Price (usd per share) | $ 6.83 | |||||||||||
Weighted Average Grant Date Fair Value (usd per share) | $ 3.76 | |||||||||||
Stock options [Member] | Employee Group 1 [Member] | ||||||||||||
Summary of stock option grants | ||||||||||||
Number of Options Granted (shares) | shares | 17,092 | 1,480,000 | 549,875 | |||||||||
Vesting Period | 3 years | 3 years | 3 years | |||||||||
Weighted Average Exercise Price (usd per share) | $ 3.99 | $ 6.99 | $ 5.75 | |||||||||
Weighted Average Grant Date Fair Value (usd per share) | 1.33 | $ 1.81 | $ 2.48 | |||||||||
Stock options [Member] | Employee Group 1 [Member] | Vest June 27, 2015 [Member] | ||||||||||||
Summary of stock option grants | ||||||||||||
Weighted Average Exercise Price (usd per share) | 6.36 | |||||||||||
Stock options [Member] | Employee Group 1 [Member] | Vest June 27, 2016 [Member] | ||||||||||||
Summary of stock option grants | ||||||||||||
Weighted Average Exercise Price (usd per share) | 6.99 | |||||||||||
Stock options [Member] | Employee Group 1 [Member] | Vest June 27, 2017 [Member] | ||||||||||||
Summary of stock option grants | ||||||||||||
Weighted Average Exercise Price (usd per share) | $ 7.63 | |||||||||||
Stock options [Member] | Employee Inducement [Member] | ||||||||||||
Summary of stock option grants | ||||||||||||
Number of Options Granted (shares) | shares | 135,000 | 270,000 | 20,000 | |||||||||
Vesting Period | 3 years | 3 years | 3 years | |||||||||
Weighted Average Exercise Price (usd per share) | $ 5.51 | $ 6.64 | $ 7.14 | |||||||||
Weighted Average Grant Date Fair Value (usd per share) | $ 1.42 | 1.71 | 3.81 | |||||||||
Number of employees | employee | 3 | 2 | 1 | |||||||||
Performance-based restricted stock units [Member] | ||||||||||||
Summary of stock option grants | ||||||||||||
Number of Shares Granted (shares) | shares | 2,564,698 | |||||||||||
Weighted Average Grant Date Fair Value (usd per share) | $ 4 | $ 6.29 | $ 5.86 | |||||||||
Equity Incentive Plan [Member] | Stock options [Member] | ||||||||||||
Summary of stock option grants | ||||||||||||
Vesting Period | 3 years | |||||||||||
Equity Incentive Plan [Member] | Performance-based restricted stock units [Member] | Director Group 1 [Member] | ||||||||||||
Summary of stock option grants | ||||||||||||
Number of Shares Granted (shares) | shares | 4,273 | 51,276 | 75,490 | |||||||||
Weighted Average Grant Date Fair Value (usd per share) | $ 4.02 | $ 6.45 | $ 5.67 | |||||||||
Equity Incentive Plan [Member] | Performance-based restricted stock units [Member] | Director Group 1 [Member] | Maximum [Member] | ||||||||||||
Summary of stock option grants | ||||||||||||
Vesting Period | 1 year | 1 year | 1 year | |||||||||
Equity Incentive Plan [Member] | Performance-based restricted stock units [Member] | Director Group 2 [Member] | ||||||||||||
Summary of stock option grants | ||||||||||||
Number of Shares Granted (shares) | shares | 17,092 | 17,092 | ||||||||||
Vesting Period | 3 years | 3 years | ||||||||||
Weighted Average Grant Date Fair Value (usd per share) | $ 3.99 | $ 6.83 | ||||||||||
Equity Incentive Plan [Member] | Performance-based restricted stock units [Member] | Employee Group 1 [Member] | ||||||||||||
Summary of stock option grants | ||||||||||||
Number of Shares Granted (shares) | shares | 45,000 | 1,123,333 | 1,325,000 | 1,168,333 | 2,493,333 | 120,000 | 599,875 | |||||
Vesting Period | 2 years | 3 years | 3 years | |||||||||
Weighted Average Grant Date Fair Value (usd per share) | $ 3.99 | $ 6.36 | $ 5.82 | |||||||||
Number of officers | executive_officer | 8 | |||||||||||
Equity Incentive Plan [Member] | Performance-based restricted stock units [Member] | Employee Inducement [Member] | ||||||||||||
Summary of stock option grants | ||||||||||||
Number of Shares Granted (shares) | shares | 10,000 | 70,000 | 20,000 | |||||||||
Vesting Period | 3 years | 3 years | 3 years | |||||||||
Weighted Average Grant Date Fair Value (usd per share) | $ 5.29 | $ 6.04 | $ 7.14 | |||||||||
Number of employees | employee | 2 | 1 | ||||||||||
Equity Incentive Plan Year [Member] | Performance-based restricted stock units [Member] | Employee Group 1 [Member] | ||||||||||||
Summary of stock option grants | ||||||||||||
Number of officers | executive_officer | 8 | |||||||||||
Equity Incentive Plan Year [Member] | Performance-based restricted stock units [Member] | Employee Inducement [Member] | ||||||||||||
Summary of stock option grants | ||||||||||||
Number of employees | employee | 2 |
Stock-Based Compensation (Nonve
Stock-Based Compensation (Nonvested Stock Awards) (Details) | Dec. 14, 2015shares | Sep. 28, 2015shares | Mar. 30, 2015shares | Dec. 31, 2015shares | Dec. 31, 2015$ / sharesshares | Dec. 31, 2014$ / sharesshares | Dec. 31, 2013$ / sharesshares | Mar. 31, 2013employee | Sep. 30, 2012employee |
Performance-based restricted stock units [Member] | |||||||||
Summary of nonvested stock awards granted | |||||||||
Number of Shares Granted (shares) | shares | 2,564,698 | ||||||||
Weighted Average Grant Date Fair Value (usd per share) | $ / shares | $ 4 | $ 6.29 | $ 5.86 | ||||||
Employee Group 1 [Member] | |||||||||
Summary of nonvested stock awards granted | |||||||||
Vesting Period | 3 years | ||||||||
Employee Group 1 [Member] | 2008 Equity Incentive Plan [Member] | Performance-based restricted stock units [Member] | |||||||||
Summary of nonvested stock awards granted | |||||||||
Number of Shares Granted (shares) | shares | 45,000 | 1,123,333 | 1,325,000 | 1,168,333 | 2,493,333 | 120,000 | 599,875 | ||
Vesting Period | 2 years | 3 years | 3 years | ||||||
Weighted Average Grant Date Fair Value (usd per share) | $ / shares | $ 3.99 | $ 6.36 | $ 5.82 | ||||||
Director Group 1 [Member] | |||||||||
Summary of nonvested stock awards granted | |||||||||
Vesting Period | 1 year | ||||||||
Director Group 1 [Member] | 2008 Equity Incentive Plan [Member] | Performance-based restricted stock units [Member] | |||||||||
Summary of nonvested stock awards granted | |||||||||
Number of Shares Granted (shares) | shares | 4,273 | 51,276 | 75,490 | ||||||
Weighted Average Grant Date Fair Value (usd per share) | $ / shares | $ 4.02 | $ 6.45 | $ 5.67 | ||||||
Director Group 1 [Member] | 2008 Equity Incentive Plan [Member] | Performance-based restricted stock units [Member] | Maximum [Member] | |||||||||
Summary of nonvested stock awards granted | |||||||||
Vesting Period | 1 year | 1 year | 1 year | ||||||
Director Group 2 [Member] | 2008 Equity Incentive Plan [Member] | Performance-based restricted stock units [Member] | |||||||||
Summary of nonvested stock awards granted | |||||||||
Number of Shares Granted (shares) | shares | 17,092 | 17,092 | |||||||
Vesting Period | 3 years | 3 years | |||||||
Weighted Average Grant Date Fair Value (usd per share) | $ / shares | $ 3.99 | $ 6.83 | |||||||
Employee inducement [Member] | 2008 Equity Incentive Plan [Member] | Performance-based restricted stock units [Member] | |||||||||
Summary of nonvested stock awards granted | |||||||||
Number of Shares Granted (shares) | shares | 10,000 | 70,000 | 20,000 | ||||||
Vesting Period | 3 years | 3 years | 3 years | ||||||
Weighted Average Grant Date Fair Value (usd per share) | $ / shares | $ 5.29 | $ 6.04 | $ 7.14 | ||||||
Number of employees | employee | 2 | 1 |
Stock-Based Compensation (Sto59
Stock-Based Compensation (Stock Option Activity) (Details) - Stock options [Member] - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | |||
Shares outstanding, beginning balance (shares) | 3,325,103 | ||
Shares granted (shares) | 401,365 | ||
Shares exercised (shares) | (29,128) | ||
Shares forfeited (shares) | (179,281) | ||
Shares expired (shares) | (180,275) | ||
Shares outstanding, ending balance (shares) | 3,337,784 | 3,325,103 | |
Shares exercisable (shares) | 1,432,579 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Abstract] | |||
Weighted Average Exercise Price, outstanding, beginning balance (in usd per share) | $ 6.66 | ||
Weighted Average Exercise Price, Granted (in usd per share) | 4.81 | ||
Weighted Average Exercise Price, Exercised (in usd per share) | 3.13 | ||
Weighted Average Exercise Price, Forfeited (in usd per share) | 6.40 | ||
Weighted Average Exercise Price, Expired (in usd per share) | 9.63 | ||
Weighted Average Exercise Price, outstanding, ending balance (in usd per share) | 6.36 | $ 6.66 | |
Weighted Average Exercise Price, exercisable (in usd per share) | $ 8.09 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Additional Disclosures [Abstract] | |||
Weighted Average Remaining Contractual Term, Outstanding | 4 years 8 months 5 days | 4 years 7 months 30 days | |
Weighted Average Remaining Contractual Term, Exercisable | 3 years 5 months 27 days | ||
Aggregate Intrinsic Value, Outstanding | $ 70 | $ 711 | |
Aggregate Intrinsic Value, Exercisable | $ 70 | ||
Weighted average grant date fair value, options granted (in dollars per share) | $ 2.32 | $ 1.80 | $ 2.50 |
Total intrinsic value, options exercised | $ 40 | $ 1,700 | $ 400 |
Stock Based Compensation (Assum
Stock Based Compensation (Assumptions in Black-Scholes Valuation Models) (Details) | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Risk-free interest rates, minimum | 0.80% | 0.88% | 0.37% |
Risk-free interest rates, maximum | 1.59% | 1.79% | 1.55% |
Dividend yields | 0.00% | 0.00% | 0.00% |
Volatility factor of expected market price, minimum | 32.30% | 37.00% | 44.60% |
Volatility factor of expected market price, maximum | 73.30% | 39.00% | 67.50% |
Forfeiture rate | 0.00% | 0.00% | 0.00% |
Minimum [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Weighted average expected term | 3 years 1 month 6 days | 3 years 6 months | 3 years 8 months 12 days |
Maximum [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Weighted average expected term | 5 years | 4 years 6 months | 5 years |
Stock-Based Compensation (Non61
Stock-Based Compensation (Nonvested Award Activity) (Details) - Performance-based restricted stock units [Member] - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |||
Shares, Nonvested, beginning balance (shares) | 627,848 | ||
Shares granted (shares) | 2,564,698 | ||
Shares vested (shares) | (275,053) | ||
Shares forfeited (shares) | (95,451) | ||
Shares, Nonvested, ending balance (shares) | 2,822,042 | 627,848 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | |||
Weighted Average Grant Date Fair Value, Nonvested, beginning balance (usd per share) | $ 6.40 | ||
Weighted Average Grant Date Fair Value, Granted (usd per share) | 4 | $ 6.29 | $ 5.86 |
Weighted Average Grant Date Fair Value, Vested (usd per share) | 6.45 | ||
Weighted Average Grant Date Fair Value, Forfeited (usd per share) | 4.14 | ||
Weighted Average Grant Date Fair Value, Nonvested, ending balance (usd per share) | $ 4.30 | $ 6.40 | |
Vest date fair value of stock awards vested | $ 1.2 | $ 2.3 | $ 4.6 |
Business Acquisitions and Div62
Business Acquisitions and Divestitures (Textual) (Details) - USD ($) | 1 Months Ended | 6 Months Ended | 12 Months Ended | 37 Months Ended | 38 Months Ended | 71 Months Ended | |||||||||||||
Dec. 31, 2015 | Aug. 31, 2015 | Oct. 31, 2014 | Aug. 31, 2014 | Feb. 28, 2014 | Dec. 31, 2011 | Nov. 30, 2010 | Feb. 28, 2010 | Jun. 30, 2012 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2015 | Nov. 30, 2012 | Jan. 31, 2012 | |
Significant Acquisitions and Disposals [Line Items] | |||||||||||||||||||
Payments for business acquisition | $ 520,000 | $ 0 | $ 0 | ||||||||||||||||
Value of shares issued in business acquisition | 1,279,000 | 1,472,000 | |||||||||||||||||
Goodwill, reduction due to fair value adjustment | (596,000) | ||||||||||||||||||
Goodwill | $ 11,810,000 | 11,810,000 | 13,036,000 | 13,686,000 | $ 13,036,000 | $ 13,686,000 | $ 11,810,000 | ||||||||||||
Business Strategy, Inc. Assets [Member] | |||||||||||||||||||
Significant Acquisitions and Disposals [Line Items] | |||||||||||||||||||
Loss on sale of divested assets (less than) | $ 1,600,000 | ||||||||||||||||||
Business Strategy, Inc. Assets [Member] | Minimum [Member] | |||||||||||||||||||
Significant Acquisitions and Disposals [Line Items] | |||||||||||||||||||
Revenue sharing percentage | 10.00% | ||||||||||||||||||
Business Strategy, Inc. Assets [Member] | Maximum [Member] | |||||||||||||||||||
Significant Acquisitions and Disposals [Line Items] | |||||||||||||||||||
Revenue sharing percentage | 30.00% | ||||||||||||||||||
Adjacent Services [Member] | Chicago, Illinois [Member] | |||||||||||||||||||
Significant Acquisitions and Disposals [Line Items] | |||||||||||||||||||
Proceeds from sale of divested assets | $ 1,100,000 | ||||||||||||||||||
Loss on sale of divested assets (less than) | 100,000 | ||||||||||||||||||
Contingent consideration which may be received, earn-out payments | $ 800,000 | ||||||||||||||||||
Etesius Limited [Member] | |||||||||||||||||||
Significant Acquisitions and Disposals [Line Items] | |||||||||||||||||||
Payments for business acquisition | $ 3,100,000 | ||||||||||||||||||
Payment of contingent consideration | $ 200,000 | $ 700,000 | 1,400,000 | ||||||||||||||||
Etesius Limited [Member] | Initial payment [Member] | |||||||||||||||||||
Significant Acquisitions and Disposals [Line Items] | |||||||||||||||||||
Payments for business acquisition | 2,800,000 | ||||||||||||||||||
Etesius Limited [Member] | Obligations [Member] | |||||||||||||||||||
Significant Acquisitions and Disposals [Line Items] | |||||||||||||||||||
Payments for business acquisition | 300,000 | ||||||||||||||||||
Etesius Limited [Member] | Deferred Payments [Member] | |||||||||||||||||||
Significant Acquisitions and Disposals [Line Items] | |||||||||||||||||||
Contingent consideration, liability | $ 1,200,000 | ||||||||||||||||||
Contingent consideration, payment term | 4 years | ||||||||||||||||||
Etesius Limited [Member] | Potential Additional Variable Payments (Earn Out) [Member] | |||||||||||||||||||
Significant Acquisitions and Disposals [Line Items] | |||||||||||||||||||
Contingent consideration, payment term | 4 years | ||||||||||||||||||
Contingent consideration, liability, maximum | $ 3,800,000 | ||||||||||||||||||
TJG Holdings LLC [Member] | Initial payment [Member] | |||||||||||||||||||
Significant Acquisitions and Disposals [Line Items] | |||||||||||||||||||
Payments for business acquisition | $ 2,300,000 | ||||||||||||||||||
Contingent consideration, liability | 1,400,000 | $ 0 | 0 | ||||||||||||||||
Contingent consideration, liability, maximum | $ 1,900,000 | ||||||||||||||||||
Payment of contingent consideration | 1,900,000 | ||||||||||||||||||
Earn-out period for contingent consideration | 2 years | ||||||||||||||||||
Total estimated purchase price | $ 3,700,000 | ||||||||||||||||||
Increase in contingent consideration liability | $ (500,000) | ||||||||||||||||||
CRC Management Consultants LLP [Member] | |||||||||||||||||||
Significant Acquisitions and Disposals [Line Items] | |||||||||||||||||||
Total estimated purchase price | $ 1,000,000 | ||||||||||||||||||
QFS Limited [Member] | |||||||||||||||||||
Significant Acquisitions and Disposals [Line Items] | |||||||||||||||||||
Total estimated purchase price | $ 400,000 | ||||||||||||||||||
Nordic Profit Provider AB [Member] | |||||||||||||||||||
Significant Acquisitions and Disposals [Line Items] | |||||||||||||||||||
Total estimated purchase price | $ 100,000 | ||||||||||||||||||
Business Strategy, Inc. [Member] | |||||||||||||||||||
Significant Acquisitions and Disposals [Line Items] | |||||||||||||||||||
Contingent consideration, liability | $ 0 | 0 | |||||||||||||||||
Payment of contingent consideration | 6,300,000 | ||||||||||||||||||
Total estimated purchase price | $ 11,900,000 | $ 11,900,000 | |||||||||||||||||
Increase in contingent consideration liability | 4,900,000 | (1,400,000) | |||||||||||||||||
Revenue of acquiree recognized since acquisition date | $ 10,900,000 | 800,000 | |||||||||||||||||
Earnings of acquiree recognized since acquisition date | 1,500,000 | 100,000 | |||||||||||||||||
Business combination, adjustment to initial fair value accounting | 12,200,000 | ||||||||||||||||||
Goodwill, reduction due to fair value adjustment | $ (200,000) | ||||||||||||||||||
Business combination, decrease in fair value of purchase price | (200,000) | ||||||||||||||||||
Goodwill | 7,577,000 | 7,577,000 | |||||||||||||||||
Goodwill, deductible for income tax purposes | 1,500,000 | 1,500,000 | |||||||||||||||||
Payment of contingent consideration, cash | $ 3,600,000 | ||||||||||||||||||
Payment of contingent consideration, common stock (in shares) | 404,775 | ||||||||||||||||||
Payment of contingent consideration, common stock, amount | $ 2,700,000 | ||||||||||||||||||
Purchase price | 11,919,000 | ||||||||||||||||||
Business Strategy, Inc. [Member] | Initial payment [Member] | |||||||||||||||||||
Significant Acquisitions and Disposals [Line Items] | |||||||||||||||||||
Payments for business acquisition | $ 2,800,000 | ||||||||||||||||||
Shares issued in business acquisition (in shares) | 640,614 | ||||||||||||||||||
Value of shares issued in business acquisition | $ 3,700,000 | ||||||||||||||||||
Business Strategy, Inc. [Member] | Additional payment [Member] | |||||||||||||||||||
Significant Acquisitions and Disposals [Line Items] | |||||||||||||||||||
Payments for business acquisition | $ 700,000 | ||||||||||||||||||
Business Strategy, Inc. [Member] | Performance Requirement [Member] | |||||||||||||||||||
Significant Acquisitions and Disposals [Line Items] | |||||||||||||||||||
Contingent consideration, payment term | 2 years | ||||||||||||||||||
Contingent consideration, liability, maximum | $ 5,500,000 | 5,500,000 | |||||||||||||||||
Business Strategy, Inc. [Member] | Audit Claim Recovery [Member] | |||||||||||||||||||
Significant Acquisitions and Disposals [Line Items] | |||||||||||||||||||
Contingent consideration, payment term | 2 years | ||||||||||||||||||
Contingent consideration, liability, maximum | $ 8,000,000 | $ 8,000,000 | |||||||||||||||||
Supplier Information Management [Member] | |||||||||||||||||||
Significant Acquisitions and Disposals [Line Items] | |||||||||||||||||||
Purchase price | 700,000 | ||||||||||||||||||
Supplier Information Management [Member] | Initial payment [Member] | |||||||||||||||||||
Significant Acquisitions and Disposals [Line Items] | |||||||||||||||||||
Payments for business acquisition | $ 500,000 | ||||||||||||||||||
Supplier Information Management [Member] | Performance Requirement [Member] | |||||||||||||||||||
Significant Acquisitions and Disposals [Line Items] | |||||||||||||||||||
Contingent consideration, payment term | 2 years | ||||||||||||||||||
Contingent consideration, liability, maximum | $ 200,000 | $ 200,000 | $ 200,000 |
Business Acquisitions and Div63
Business Acquisitions and Divestitures (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | |||
Dec. 31, 2011 | Dec. 31, 2012 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Fair values of net assets acquired: | |||||
Goodwill | $ 11,810 | $ 13,036 | $ 13,686 | ||
Associate Migrations [Member] | |||||
Fair values of net assets acquired: | |||||
Equipment | $ 10 | ||||
Intangible assets, primarily non-compete agreements | 171 | ||||
Working capital, including work in progress | 666 | ||||
Goodwill | 695 | ||||
Fair value of net assets acquired | 1,542 | ||||
Fair value of purchase price | $ 1,542 | ||||
Business Strategy, Inc. [Member] | |||||
Fair values of net assets acquired: | |||||
Equipment | $ 70 | ||||
Intangible assets, primarily non-compete agreements | 4,041 | ||||
Working capital, including work in progress | 1,967 | ||||
Deferred tax liabilities | (1,736) | ||||
Goodwill | 7,577 | ||||
Fair value of net assets acquired | 11,919 | ||||
Fair value of purchase price | $ 11,919 |
Business Acquisitions and Div64
Business Acquisitions and Divestitures (Pro Forma) (Details) - Business Strategy, Inc. [Member] - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2012 | Dec. 31, 2011 | |
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items] | ||
Revenue | $ 208,503 | $ 210,073 |
Net income (loss) | $ 5,913 | $ 4,341 |
Quarterly Results (Unaudited)65
Quarterly Results (Unaudited) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Quarterly financial data | |||||||||||
Revenue, net | $ 34,957 | $ 33,365 | $ 36,995 | $ 32,985 | $ 40,233 | $ 42,844 | $ 41,692 | $ 36,783 | $ 138,302 | $ 161,552 | $ 178,268 |
Operating expenses: | |||||||||||
Cost of revenue | 22,384 | 23,507 | 24,111 | 23,167 | 27,876 | 27,966 | 28,596 | 26,452 | 93,169 | 110,890 | 112,853 |
Selling, general and administrative expenses | 6,871 | 8,284 | 9,185 | 7,944 | 8,793 | 9,952 | 10,484 | 9,352 | 32,284 | 38,581 | 46,143 |
Depreciation of property and equipment | 1,489 | 1,255 | 1,294 | 1,279 | 1,505 | 1,406 | 1,552 | 1,562 | 5,317 | 6,025 | 6,783 |
Amortization of intangible assets | 441 | 517 | 754 | 746 | 831 | 895 | 902 | 903 | 2,458 | 3,531 | 4,997 |
Total operating expenses | 31,185 | 33,563 | 35,344 | 33,136 | 39,005 | 40,219 | 41,534 | 38,269 | 133,228 | 159,027 | 173,549 |
Operating income from continuing operations | 3,772 | (198) | 1,651 | (151) | 1,228 | 2,625 | 158 | (1,486) | 5,074 | 2,525 | 4,719 |
Foreign currency transaction (gains) losses on short-term intercompany balances | 235 | 654 | (416) | 1,692 | 930 | 1,221 | (163) | 15 | 2,165 | 2,003 | (13) |
Interest expense (income), net | (87) | (8) | (53) | (42) | (44) | (44) | (43) | 54 | (190) | (77) | (77) |
Other (income) loss | (421) | 1,612 | 0 | 0 | 57 | 0 | 0 | 0 | 1,191 | 57 | 0 |
Income from continuing operations before income taxes | 4,045 | (2,456) | 2,120 | (1,801) | 285 | 1,448 | 364 | (1,555) | 1,908 | 542 | 4,809 |
Income tax expense | (803) | 421 | 296 | 455 | 2,388 | 554 | 186 | 113 | 369 | 3,241 | 2,755 |
Net income (loss) from continuing operations | $ 4,848 | $ (2,877) | $ 1,824 | $ (2,256) | $ (2,103) | $ 894 | $ 178 | $ (1,668) | $ (3,226) | $ (7,526) | $ (186) |
Basic earnings (loss) per common share from continuing operations (usd per share) | $ 0.19 | $ (0.11) | $ 0.07 | $ (0.09) | $ (0.08) | $ 0.03 | $ 0.01 | $ (0.06) | $ (0.12) | $ (0.26) | $ (0.01) |
Diluted earnings (loss) per common share from continuing operations (usd per share) | $ 0.19 | $ (0.11) | $ 0.07 | $ (0.09) | $ (0.08) | $ 0.03 | $ 0.01 | $ (0.06) | $ (0.12) | $ (0.26) | $ (0.01) |
Quarterly Results (Unaudited)66
Quarterly Results (Unaudited) (Textual) (Details) $ in Thousands | 3 Months Ended | |
Dec. 31, 2015USD ($)foreign_subsidiary | Dec. 31, 2014USD ($)foreign_subsidiary | |
Condensed Financial Statements, Captions [Line Items] | ||
Valuation allowance | $ 45,565 | $ 52,002 |
Foreign tax authority [Member] | ||
Condensed Financial Statements, Captions [Line Items] | ||
Valuation allowance | $ 1,500 | $ 2,300 |
Number of foreign subsidiaries, valuation allowance recorded | foreign_subsidiary | 1 | 1 |
Schedule II - Valuation and Q67
Schedule II - Valuation and Qualifying Accounts (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Allowance for doubtful accounts receivable [Member] | |||
Movement in Valuation Allowances and Reserves [Roll Forward] | |||
Balance at Beginning of Year | $ 2,243 | $ 1,996 | $ 1,693 |
Additions, Charge (Credit) to Costs and Expenses | (1,311) | 253 | 303 |
Deductions, Credit to the respective receivable | (2) | (6) | 0 |
Balance at End of Year | 930 | 2,243 | 1,996 |
Allowance for doubtful employee advances and miscellaneous receivables [Member] | |||
Movement in Valuation Allowances and Reserves [Roll Forward] | |||
Balance at Beginning of Year | 692 | 402 | 538 |
Additions, Charge (Credit) to Costs and Expenses | 1,294 | 1,125 | 1,176 |
Deductions, Credit to the respective receivable | (1,305) | (835) | (1,312) |
Balance at End of Year | 681 | 692 | 402 |
Deferred tax valuation allowance [Member] | |||
Movement in Valuation Allowances and Reserves [Roll Forward] | |||
Balance at Beginning of Year | 52,002 | 48,453 | 48,489 |
Additions, Charge (Credit) to Costs and Expenses | (6,437) | 3,549 | (36) |
Deductions, Credit to the respective receivable | 0 | 0 | 0 |
Balance at End of Year | $ 45,565 | $ 52,002 | $ 48,453 |