Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2016 | Apr. 29, 2016 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | PRGX GLOBAL, INC. | |
Entity Central Index Key | 1,007,330 | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2016 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q1 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 21,914,910 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Income Statement [Abstract] | ||
Revenue | $ 31,233 | $ 32,985 |
Operating expenses: | ||
Cost of revenue | 21,646 | 23,168 |
Selling, general and administrative expenses | 8,848 | 7,944 |
Depreciation of property and equipment | 1,232 | 1,279 |
Amortization of intangible assets | 394 | 746 |
Total operating expenses | 32,120 | 33,137 |
Operating loss from continuing operations | (887) | (152) |
Foreign currency transaction (gains) losses on short-term intercompany balances | (1,007) | 1,692 |
Interest expense (income), net | (29) | (42) |
Other expense (income) | 10 | 0 |
Income (loss) from continuing operations before income taxes | 139 | (1,802) |
Income tax expense | 204 | 455 |
Net loss from continuing operations | (65) | (2,257) |
Discontinued operations: | ||
Loss from discontinued operations | (487) | (701) |
Other loss (income) | 0 | 0 |
Income tax expense (benefit) | 0 | 0 |
Net loss from discontinued operations | (487) | (701) |
Net loss | $ (552) | $ (2,958) |
Basic earnings (loss) per common share | ||
Basic earnings (loss) from continuing operations (in usd per share) | $ 0 | $ (0.09) |
Basic loss from discontinued operations (in usd per share) | (0.02) | (0.02) |
Total basic loss per common share (in usd per share) | (0.02) | (0.11) |
Diluted earnings (loss) per common share | ||
Diluted earnings (loss) from continuing operations (in usd per share) | 0 | (0.09) |
Diluted loss from discontinued operations (in usd per share) | (0.02) | (0.02) |
Total diluted loss per common share (in usd per share) | $ (0.02) | $ (0.11) |
Weighted-average common shares outstanding | ||
Basic (shares) | 22,438 | 26,394 |
Diluted (shares) | 22,438 | 26,394 |
Condensed Consolidated Stateme3
Condensed Consolidated Statements of Comprehensive Income (Loss) (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Comprehensive Income (Loss), Net of Tax, Attributable to Parent [Abstract] | ||
Net loss | $ (552) | $ (2,958) |
Foreign currency translation adjustments | (369) | (31) |
Comprehensive loss | $ (921) | $ (2,989) |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
Current assets: | ||
Cash and cash equivalents | $ 15,699 | $ 15,122 |
Restricted cash | 100 | 48 |
Contract receivables, less allowances of $925 in 2016 and $930 in 2015: | ||
Billed | 24,004 | 26,576 |
Unbilled | 1,247 | 1,967 |
Receivables Net | 25,251 | 28,543 |
Employee advances and miscellaneous receivables, less allowances of $597 in 2016 and $681 in 2015 | 1,464 | 1,740 |
Total receivables | 26,715 | 30,283 |
Prepaid expenses and other current assets | 2,628 | 2,323 |
Total current assets | 45,142 | 47,776 |
Property and equipment | 60,493 | 59,747 |
Less accumulated depreciation and amortization | (49,222) | (48,167) |
Property and equipment, net | 11,271 | 11,580 |
Goodwill | 11,873 | 11,810 |
Intangible assets, less accumulated amortization of $35,880 in 2016 and $35,708 in 2015 | 6,283 | 6,684 |
Noncurrent portion of unbilled receivables | 686 | 656 |
Other assets | 1,970 | 1,885 |
Total assets | 77,225 | 80,391 |
Current liabilities: | ||
Accounts payable and accrued expenses | 5,612 | 5,966 |
Accrued payroll and related expenses | 11,294 | 11,278 |
Refund liabilities | 7,968 | 7,887 |
Deferred revenue | 765 | 965 |
Other current liabilities | 39 | 39 |
Total current liabilities | 25,678 | 26,135 |
Noncurrent refund liabilities | 737 | 752 |
Other long-term liabilities | 1,094 | 1,089 |
Total liabilities | $ 27,509 | $ 27,976 |
Commitments and contingencies | ||
Shareholders’ equity: | ||
Common stock, no par value; $.01 stated value per share. Authorized 50,000,000 shares; 22,062,671 shares issued and outstanding at March 31, 2016 and 22,681,656 shares issued and outstanding at December 31, 2015 | $ 221 | $ 227 |
Additional paid-in capital | 573,760 | 575,532 |
Accumulated deficit | (524,690) | (524,138) |
Accumulated other comprehensive income | 425 | 794 |
Total shareholders’ equity | 49,716 | 52,415 |
Total liabilities and shareholders’ equity | $ 77,225 | $ 80,391 |
Condensed Consolidated Balance5
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
Statement of Financial Position [Abstract] | ||
Allowances for contract receivables | $ 925 | $ 930 |
Allowances for employee advances and miscellaneous receivables | 597 | 681 |
Accumulated amortization on intangible assets | $ 35,880 | $ 35,708 |
Common stock, par value (usd per share) | ||
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) | 22,062,671 | 22,681,656 |
Common stock, shares outstanding (shares) | 22,062,671 | 22,681,656 |
Condensed Consolidated Stateme6
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Cash flows from operating activities: | ||
Net loss | $ (552) | $ (2,958) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Depreciation and amortization | 1,630 | 2,038 |
Amortization of deferred loan costs | 20 | 0 |
Stock-based compensation expense | 773 | 1,132 |
Deferred income taxes | (50) | 216 |
Foreign currency transaction (gains) losses on short-term intercompany balances | (1,007) | 1,692 |
Changes in operating assets and liabilities: | ||
Restricted cash | (52) | (54) |
Billed receivables | 2,393 | 3,688 |
Unbilled receivables | 690 | 2,396 |
Prepaid expenses and other current assets | (50) | 647 |
Other assets | (60) | 27 |
Accounts payable and accrued expenses | 1,338 | (963) |
Accrued payroll and related expenses | 11 | (2,148) |
Refund liabilities | 66 | (492) |
Deferred revenue | (207) | 170 |
Other long-term liabilities | (25) | 33 |
Net cash provided by operating activities | 4,918 | 5,424 |
Cash flows from investing activities: | ||
Purchases of property and equipment, net of disposal proceeds | (1,023) | (1,116) |
Net cash used in investing activities | (1,023) | (1,116) |
Cash flows from financing activities: | ||
Restricted stock repurchased from employees for withholding taxes | (48) | (51) |
Proceeds from option exercises | 132 | 45 |
Repurchase of common stock | (2,624) | (5,488) |
Net cash used in financing activities | (2,540) | (5,494) |
Effect of exchange rates on cash and cash equivalents | (778) | (1,161) |
Net increase (decrease) in cash and cash equivalents | 577 | (2,347) |
Cash and cash equivalents at beginning of period | 15,122 | 25,735 |
Cash and cash equivalents at end of period | 15,699 | 23,388 |
Supplemental disclosure of cash flow information: | ||
Cash paid during the period for interest | 13 | 14 |
Cash paid during the period for income taxes, net of refunds received | $ 358 | $ 188 |
Basis of Presentation
Basis of Presentation | 3 Months Ended |
Mar. 31, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying Condensed Consolidated Financial Statements (Unaudited) of PRGX Global, Inc. and its wholly owned subsidiaries have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and with the instructions for Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three -month period ended March 31, 2016 are not necessarily indicative of the results that may be expected for the year ending December 31, 2016 . Except as otherwise indicated or unless the context otherwise requires, “PRGX,” “we,” “us,” “our” and the “Company” refer to PRGX Global, Inc. and its subsidiaries. For further information, refer to the Consolidated Financial Statements and Notes thereto included in the Company’s Form 10-K for the year ended December 31, 2015 . New Accounting Standards A summary of the new accounting standards issued by the Financial Accounting Standards Board (“FASB”) and included in the Accounting Standards Codification (“ASC”) that apply to PRGX is set forth below: FASB ASC Update No. 2016-09 - In March 2016, the FASB issued Accounting Standards Update 2016-09, Stock Compensation (Topic 718). The standard requires the recognition of the income tax effects of awards in the income statement when the awards vest or are settled, thus eliminating additional paid in capital pools. The standard also allows for the employer to repurchase more of an employee’s shares for tax withholding purposes without triggering liability accounting. In addition, the standard allows for a policy election to account for forfeitures as they occur rather than on an estimated basis. The standard will become effective for the Company beginning January 1, 2017 with early adoption permitted. 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. 2016-05 - In March 2016, the FASB issued Accounting Standards Update 2016-05, Derivatives and Hedging (Topic 815). The standard clarifies that a change in the counterparty to a derivative instrument that has been designated as the hedging instrument under Topic 815 does not, in and of itself, require dedesignation of that hedging relationship provided that all other hedge accounting criteria continue to be met. The standard will become effective for the Company beginning January 1, 2018. 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. 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. |
Earnings (Loss) Per Common Shar
Earnings (Loss) Per Common Share | 3 Months Ended |
Mar. 31, 2016 | |
Earnings Per Share [Abstract] | |
Earnings (Loss) Per Common Share | Earnings (Loss) Per Common Share The following tables set forth the computations of basic and diluted earnings (loss) per common share for the three months ended March 31, 2016 and 2015 (in thousands, except per share data): Three Months Ended March 31, Basic earnings (loss) per common share: 2016 2015 Numerator: Net loss from continuing operations $ (65 ) $ (2,257 ) Net loss from discontinued operations $ (487 ) $ (701 ) Denominator: Weighted-average common shares outstanding 22,438 26,394 Basic loss per common share from continuing operations $ — $ (0.09 ) Basic loss per common share from discontinued operations $ (0.02 ) $ (0.02 ) For all periods presented, basic and diluted net loss per share is the same, as any additional common stock equivalents would be anti-dilutive. We excluded 3.2 million and 3.3 million of stock options from the weighted average diluted common shares outstanding for the three months ended March 31, 2016 and 2015, respectively, which would have been anti-dilutive due to the net loss in those periods. In addition, we excluded 1.8 million of restricted stock units from the calculation of weighted average diluted common shares outstanding for the three months ended March 31, 2016 which would have been anti-dilutive due to the net loss. We repurchased 663,541 shares of our common stock during the three months ended March 31, 2016 for $2.6 million , and 1,129,932 shares of our common stock during the three months ended March 31, 2015 for $5.5 million . Pursuant to exercises of outstanding stock options, we issued 46,896 shares of our common stock having a value of approximately $0.1 million in the three months ended March 31, 2016 and 12,863 shares of our common stock having a value of less than $0.1 million in the three months ended March 31, 2015 . |
Stock-Based Compensation
Stock-Based Compensation | 3 Months Ended |
Mar. 31, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock-Based Compensation | Stock-Based Compensation The Company has two stock-based compensation plans under which awards were outstanding in the relevant periods: (1) the 2006 Management Incentive Plan (“2006 MIP”) and (2) the 2008 Equity Incentive Plan (“2008 EIP”) (collectively, the “Plans”). We describe the Plans in the Company’s Annual Report on Form 10–K for the fiscal year ended December 31, 2015 . For all periods presented herein, awards outside the Plans are referred to as inducement awards. 2008 EIP Awards and Inducement Awards Stock options granted under the 2008 EIP generally have a term of seven years and vest in equal annual increments over the vesting period, which typically is three years for employees and one year for directors. There were no stock option grants during the three months ended March 31, 2016. The following table summarizes stock option grants during the three months ended March 31, 2015 : Grantee Type # of Options Granted Vesting Period Weighted Average Exercise Price Weighted Average Grant Date Fair Value 2015 Director 2,849 1 year or less $ 4.07 $ 0.97 Director 8,546 3 years $ 4.07 $ 1.46 Employee inducements (1) 75,000 3 years $ 5.81 $ 1.45 (1) The Company granted non-qualified stock options outside its existing stock-based compensation plans in the first quarter of 2015 to two employees in connection with the employees joining the Company. Nonvested stock awards, including both restricted stock and restricted stock units, granted under the 2008 EIP generally are nontransferable until vesting and the holders are entitled to receive dividends with respect to the nonvested shares. Prior to vesting, the grantees of restricted stock are entitled to vote the shares, but the grantees of restricted stock units are not entitled to vote the shares. Generally, nonvested stock awards with time-based vesting criteria vest in equal annual increments over the vesting period, which typically is three years for employees and one year for directors. Nonvested stock awards with performance based vesting criteria vest in accordance with specific performance criteria associated with the awards. The following table summarizes nonvested stock awards granted during the three months ended March 31, 2016 and 2015 : Grantee # of Shares Vesting Period Weighted 2016 Employee group (1) 609,000 2 years $ 4.72 2015 Director 2,849 1 year or less $ 4.07 Director 8,546 3 years $ 4.07 Employee group (2) 1,325,000 2 years $ 4.00 Employee inducements (3) 10,000 3 years $ 5.29 (1) The Company granted nonvested performance-based stock awards (restricted stock units) in the first quarter of 2016 to five executive officers and three other senior business leaders. (2) The Company granted nonvested performance-based stock awards (restricted stock units) in the first quarter of 2015 to eight executive officers. (3) The Company granted nonvested stock awards (restricted stock) outside its existing stock-based compensation plans in the first quarter of 2015 to two employees in connection with the employees joining the Company. 2006 MIP Performance Units On June 19, 2012, seven executive officers of the Company were granted 154,264 Performance Units under the 2006 MIP, comprising all of the then remaining available awards under the 2006 MIP. The awards had an aggregate grant date fair value of $1.2 million and vest ratably over three years. Upon vesting, the Performance Units will be settled by the issuance of Company common stock equal to 60% of the number of Performance Units being settled and the payment of cash in an amount equal to 40% of the fair market value of that number of shares of common stock equal to the number of Performance Units being settled. During the three months ended March 31, 2015 , an aggregate of 6,200 Performance Units were settled, which resulted in the issuance of 3,720 shares of common stock and cash payments of less than $0.1 million . All Performance Units were settled as of June 2015. (For further information, refer to Note 11 in the Company’s Form 10-K for the year ended December 31, 2015). Performance-Based Restricted Stock Units On March 31, 2016, five executive officers and three other senior leaders of the Company were granted 609,000 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 43% of the number of PBUs being settled and the payment of cash in an amount equal to 57% of the fair market value of that number of shares of common stock equal to 57% of the number of PBUs being settled. The PBUs vest and become payable based on revenue performance and the cumulative adjusted EBITDA that the Company (excluding the Healthcare Claims Recovery Audit business) achieves for the performance period ending December 31, 2017. 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, 150% 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 150% of the PBUs and no PBUs shall become vested and payable if performance does not equal or exceed the threshold performance level). On March 30, 2015, five 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 50% of the number of PBUs being settled. The PBUs vest and become payable based on the cumulative adjusted EBITDA that the Company (excluding the Healthcare Claims Recovery Audit business) achieves for the two -year performance period ending December 31, 2016. At the threshold performance level, 35% of the PBUs will become vested and payable; at the target performance level, 100% of the PBUs will become vested and payable; and at the maximum performance level, 200% of the PBUs will become vested and payable. If performance falls between the stated performance levels, the percentage of PBUs that shall become vested and payable will be based on straight line interpolation between such stated performance levels (although the PBUs may not become vested and payable for more than 200% of the PBUs and no PBUs shall become vested and payable if performance does not equal or exceed the threshold performance level). Selling, general and administrative expenses for the three months ended March 31, 2016 and 2015 include $0.8 million and $1.1 million , respectively, related to stock-based compensation charges. At March 31, 2016 , there was $5.0 million of unrecognized stock-based compensation expense related to stock options, restricted stock awards and restricted stock unit awards which we expect to recognize over a weighted-average period of 2.0 years. The unrecognized stock-based compensation expense related to restricted stock unit awards with performance vesting criteria is based on our estimate of both the number of shares of the Company's common stock that will ultimately be issued and cash payments that will be made when the restricted stock units are settled. |
Operating Segments and Related
Operating Segments and Related Information | 3 Months Ended |
Mar. 31, 2016 | |
Segment Reporting [Abstract] | |
Operating Segments and Related Information | Operating Segments and Related Information We conduct our operations through the following three reportable segments: Recovery Audit Services – Americas represents recovery audit services (other than Healthcare Claims Recovery Audit services) provided in the United States of America (“U.S.”), Canada and Latin America. Recovery Audit Services – Europe/Asia-Pacific represents recovery audit services (other than Healthcare Claims Recovery Audit services) provided in Europe, Asia and the Pacific region. Adjacent Services represents data transformation, data analytics and associated advisory services. Additionally, Corporate Support includes the unallocated portion of corporate selling, general and administrative expenses not specifically attributable to the three reportable segments. 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 a result, the Healthcare Claims Recovery Audit services business has been reported as Discontinued Operations in accordance with US GAAP. Discontinued operations information for the three months ended March 31, 2016 and 2015 is as follows: Results of Discontinued Operations (in thousands) 2016 2015 Revenue, net (11 ) 147 Cost of sales 388 610 Selling, general and administrative expense 84 225 Depreciation and amortization 4 13 Loss from discontinued operations before income taxes (487 ) (701 ) Income tax expense — — Net loss from discontinued operations (487 ) (701 ) We evaluate the performance of our reportable segments based upon revenue and measures of profit or loss we refer to as EBITDA and Adjusted EBITDA. We define Adjusted EBITDA as earnings from continuing operations before interest and taxes (“EBIT”), adjusted for depreciation and amortization (“EBITDA”), and then further adjusted for unusual and other significant items that management views as distorting the operating results of the various segments from period to period. Such adjustments include restructuring charges, stock-based compensation, bargain purchase gains, acquisition-related charges and benefits (acquisition transaction costs, acquisition obligations classified as compensation, and fair value adjustments to acquisition-related contingent consideration), tangible and intangible asset impairment charges, certain litigation costs and litigation settlements, certain severance charges and foreign currency transaction gains and losses on short-term intercompany balances viewed by management as individually or collectively significant. We do not have any inter-segment revenue. Segment information for the three months ended March 31, 2016 and 2015 (in thousands) is as follows: Recovery Audit Services – Americas Recovery Audit Services – Europe/Asia- Pacific Adjacent Services Corporate Support Total Three Months Ended March 31, 2016 Revenue $ 21,567 $ 9,249 $ 417 $ — $ 31,233 Net loss from continuing operations $ (65 ) Income tax expense 204 Interest expense (income), net (29 ) EBIT $ 3,997 $ 2,254 $ (1,086 ) $ (5,055 ) 110 Depreciation of property and equipment 992 98 142 — 1,232 Amortization of intangible assets 372 — 22 — 394 EBITDA 5,361 2,352 (922 ) (5,055 ) 1,736 Other expense (income) 10 10 Foreign currency transaction (gains) losses on short-term intercompany balances (257 ) (746 ) (1 ) (3 ) (1,007 ) Transformation severance and related expenses 144 71 — 310 525 Stock-based compensation — — — 773 773 Adjusted EBITDA $ 5,248 $ 1,677 $ (913 ) $ (3,975 ) $ 2,037 Recovery Audit Services – Americas Recovery Audit Services – Europe/Asia- Pacific Adjacent Services Corporate Support Total Three Months Ended March 31, 2015 Revenue $ 22,417 $ 9,305 $ 1,263 $ — $ 32,985 Net loss from continuing operations $ (2,257 ) Income tax expense 455 Interest expense (income), net (42 ) EBIT $ 4,078 $ (442 ) $ (885 ) $ (4,595 ) (1,844 ) Depreciation of property and equipment 969 153 157 — 1,279 Amortization of intangible assets 441 273 32 — 746 EBITDA 5,488 (16 ) (696 ) (4,595 ) 181 Foreign currency transaction (gains) losses on short-term intercompany balances 437 1,318 — (63 ) 1,692 Transformation severance and related expenses 56 65 16 10 147 Stock-based compensation — — — 1,132 1,132 Adjusted EBITDA $ 5,981 $ 1,367 $ (680 ) $ (3,516 ) $ 3,152 |
Debt
Debt | 3 Months Ended |
Mar. 31, 2016 | |
Debt Disclosure [Abstract] | |
Debt | Debt On January 19, 2010, we entered into a four -year revolving credit and term loan agreement (the “2010 Credit Agreement”) with SunTrust Bank (“SunTrust”). Subsequent modifications of the 2010 Credit Agreement were entered into with SunTrust. Most recently, on December 23, 2014, we entered into an amended and restated revolving credit agreement (the “Credit Facility”) with SunTrust. The Credit Facility is guaranteed by the Company and all of its material domestic subsidiaries and secured by substantially all of the assets of the Company. The amount available for borrowing under the Credit Facility is $20.0 million , and as of March 31, 2016 we had no outstanding borrowings. With the Credit Facility provision of a fixed applicable margin of 1.75% plus a specified index rate based on one-month LIBOR, the interest rate that would have applied at March 31, 2016 had any borrowings been outstanding was approximately 2.19% . We also must pay a commitment fee of 0.25% per annum, payable quarterly, on the unused portion of the Credit Facility. The Credit Facility includes customary affirmative, negative, and financial covenants binding on the Company, including delivery of financial statements and other reports, maintenance of existence, and transactions with affiliates. The negative covenants limit the ability of the Company, among other things, to incur debt, incur liens, make investments, sell assets or declare or pay dividends on its capital stock. The financial covenants included in the Credit Facility, among other things, limit the amount of capital expenditures the Company can make, set forth maximum leverage and net funded debt ratios for the Company and a minimum fixed charge coverage ratio, and also require the Company to maintain minimum consolidated earnings before interest, taxes, depreciation and amortization. In addition, the Credit Facility includes customary events of default. The Company was in compliance with the covenants in its Credit Facility as of March 31, 2016 . |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 3 Months Ended |
Mar. 31, 2016 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Instruments | Fair Value of Financial Instruments We state cash equivalents at cost, which approximates fair market value. The carrying values for receivables from clients, unbilled services, accounts payable, deferred revenue and other accrued liabilities reasonably approximate fair market value due to the nature of the financial instrument and the short term maturity of these items. We had no debt outstanding as of March 31, 2016 and December 31, 2015 . We consider the factors used in determining the fair value of debt to be Level 3 inputs (significant unobservable inputs). We had no business acquisition obligations as of March 31, 2016 and December 31, 2015 . We determine the estimated fair values of business acquisition obligations based on our projections of future revenue and profits or other factors used in the calculation of the ultimate payment to be made. The discount rate that we use to value the liability is based on specific business risks, cost of capital, and other factors. We consider these factors to be Level 3 inputs (significant unobservable inputs). |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Legal Proceedings We are party to a variety of legal proceedings arising in the normal course of business. While the results of these proceedings cannot be predicted with certainty, management believes that the final outcome of these proceedings will not have a material adverse effect on our financial position, results of operations or cash flows. |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes Reported income tax expense in each period primarily results from taxes on the income of foreign subsidiaries. The effective tax rates generally differ from the expected tax rate due primarily to the Company’s deferred tax asset valuation allowance on the domestic earnings and taxes on income of foreign subsidiaries. Significant judgment is required in evaluating our uncertain tax positions and determining our provision for income taxes. In addition, we are subject to the continuous examination of our income tax returns by the Internal Revenue Service in the U.S. and other tax authorities. We regularly assess the likelihood of adverse outcomes resulting from these examinations to determine the adequacy of our provision for income taxes. We apply a “more-likely-than-not” recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. We refer to GAAP for guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. In accordance with FASB ASC 740, our policy for recording interest and penalties associated with tax positions is to record such items as a component of income before income taxes. A number of years may elapse before a particular tax position is audited and finally resolved or when a tax assessment is raised. The number of years subject to tax assessments also varies by tax jurisdiction. |
Basis of Presentation (Policies
Basis of Presentation (Policies) | 3 Months Ended |
Mar. 31, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
New Accounting Standards | New Accounting Standards A summary of the new accounting standards issued by the Financial Accounting Standards Board (“FASB”) and included in the Accounting Standards Codification (“ASC”) that apply to PRGX is set forth below: FASB ASC Update No. 2016-09 - In March 2016, the FASB issued Accounting Standards Update 2016-09, Stock Compensation (Topic 718). The standard requires the recognition of the income tax effects of awards in the income statement when the awards vest or are settled, thus eliminating additional paid in capital pools. The standard also allows for the employer to repurchase more of an employee’s shares for tax withholding purposes without triggering liability accounting. In addition, the standard allows for a policy election to account for forfeitures as they occur rather than on an estimated basis. The standard will become effective for the Company beginning January 1, 2017 with early adoption permitted. 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. 2016-05 - In March 2016, the FASB issued Accounting Standards Update 2016-05, Derivatives and Hedging (Topic 815). The standard clarifies that a change in the counterparty to a derivative instrument that has been designated as the hedging instrument under Topic 815 does not, in and of itself, require dedesignation of that hedging relationship provided that all other hedge accounting criteria continue to be met. The standard will become effective for the Company beginning January 1, 2018. 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. 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. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments We state cash equivalents at cost, which approximates fair market value. The carrying values for receivables from clients, unbilled services, accounts payable, deferred revenue and other accrued liabilities reasonably approximate fair market value due to the nature of the financial instrument and the short term maturity of these items. We had no debt outstanding as of March 31, 2016 and December 31, 2015 . We consider the factors used in determining the fair value of debt to be Level 3 inputs (significant unobservable inputs). We had no business acquisition obligations as of March 31, 2016 and December 31, 2015 . We determine the estimated fair values of business acquisition obligations based on our projections of future revenue and profits or other factors used in the calculation of the ultimate payment to be made. The discount rate that we use to value the liability is based on specific business risks, cost of capital, and other factors. We consider these factors to be Level 3 inputs (significant unobservable inputs). |
Income Taxes | Income Taxes Reported income tax expense in each period primarily results from taxes on the income of foreign subsidiaries. The effective tax rates generally differ from the expected tax rate due primarily to the Company’s deferred tax asset valuation allowance on the domestic earnings and taxes on income of foreign subsidiaries. Significant judgment is required in evaluating our uncertain tax positions and determining our provision for income taxes. In addition, we are subject to the continuous examination of our income tax returns by the Internal Revenue Service in the U.S. and other tax authorities. We regularly assess the likelihood of adverse outcomes resulting from these examinations to determine the adequacy of our provision for income taxes. We apply a “more-likely-than-not” recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. We refer to GAAP for guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. In accordance with FASB ASC 740, our policy for recording interest and penalties associated with tax positions is to record such items as a component of income before income taxes. A number of years may elapse before a particular tax position is audited and finally resolved or when a tax assessment is raised. The number of years subject to tax assessments also varies by tax jurisdiction. |
Earnings (Loss) Per Common Sh16
Earnings (Loss) Per Common Share (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Earnings Per Share [Abstract] | |
Computations of basic and diluted earnings (loss) per common share | The following tables set forth the computations of basic and diluted earnings (loss) per common share for the three months ended March 31, 2016 and 2015 (in thousands, except per share data): Three Months Ended March 31, Basic earnings (loss) per common share: 2016 2015 Numerator: Net loss from continuing operations $ (65 ) $ (2,257 ) Net loss from discontinued operations $ (487 ) $ (701 ) Denominator: Weighted-average common shares outstanding 22,438 26,394 Basic loss per common share from continuing operations $ — $ (0.09 ) Basic loss per common share from discontinued operations $ (0.02 ) $ (0.02 ) For all periods presented, basic and diluted net loss per share is the same, as any additional common stock equivalents would be anti-dilutive. We excluded 3.2 million and 3.3 million of stock options from the weighted average diluted common shares outstanding for the three months ended March 31, 2016 and 2015, respectively, which would have been anti-dilutive due to the net loss in those periods. In addition, we excluded 1.8 million of restricted stock units from the calculation of weighted average diluted common shares outstanding for the three months ended March 31, 2016 which would have been anti-dilutive due to the net loss |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Summary of stock option grants | The following table summarizes stock option grants during the three months ended March 31, 2015 : Grantee Type # of Options Granted Vesting Period Weighted Average Exercise Price Weighted Average Grant Date Fair Value 2015 Director 2,849 1 year or less $ 4.07 $ 0.97 Director 8,546 3 years $ 4.07 $ 1.46 Employee inducements (1) 75,000 3 years $ 5.81 $ 1.45 (1) The Company granted non-qualified stock options outside its existing stock-based compensation plans in the first quarter of 2015 to two employees in connection with the employees joining the Company. |
Summary of nonvested stock awards granted | The following table summarizes nonvested stock awards granted during the three months ended March 31, 2016 and 2015 : Grantee # of Shares Vesting Period Weighted 2016 Employee group (1) 609,000 2 years $ 4.72 2015 Director 2,849 1 year or less $ 4.07 Director 8,546 3 years $ 4.07 Employee group (2) 1,325,000 2 years $ 4.00 Employee inducements (3) 10,000 3 years $ 5.29 (1) The Company granted nonvested performance-based stock awards (restricted stock units) in the first quarter of 2016 to five executive officers and three other senior business leaders. (2) The Company granted nonvested performance-based stock awards (restricted stock units) in the first quarter of 2015 to eight executive officers. (3) 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. 20 |
Operating Segments and Relate18
Operating Segments and Related Information (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Segment Reporting [Abstract] | |
Schedule of discontinued operations information | Discontinued operations information for the three months ended March 31, 2016 and 2015 is as follows: Results of Discontinued Operations (in thousands) 2016 2015 Revenue, net (11 ) 147 Cost of sales 388 610 Selling, general and administrative expense 84 225 Depreciation and amortization 4 13 Loss from discontinued operations before income taxes (487 ) (701 ) Income tax expense — — Net loss from discontinued operations (487 ) (701 ) |
Segment information | Segment information for the three months ended March 31, 2016 and 2015 (in thousands) is as follows: Recovery Audit Services – Americas Recovery Audit Services – Europe/Asia- Pacific Adjacent Services Corporate Support Total Three Months Ended March 31, 2016 Revenue $ 21,567 $ 9,249 $ 417 $ — $ 31,233 Net loss from continuing operations $ (65 ) Income tax expense 204 Interest expense (income), net (29 ) EBIT $ 3,997 $ 2,254 $ (1,086 ) $ (5,055 ) 110 Depreciation of property and equipment 992 98 142 — 1,232 Amortization of intangible assets 372 — 22 — 394 EBITDA 5,361 2,352 (922 ) (5,055 ) 1,736 Other expense (income) 10 10 Foreign currency transaction (gains) losses on short-term intercompany balances (257 ) (746 ) (1 ) (3 ) (1,007 ) Transformation severance and related expenses 144 71 — 310 525 Stock-based compensation — — — 773 773 Adjusted EBITDA $ 5,248 $ 1,677 $ (913 ) $ (3,975 ) $ 2,037 Recovery Audit Services – Americas Recovery Audit Services – Europe/Asia- Pacific Adjacent Services Corporate Support Total Three Months Ended March 31, 2015 Revenue $ 22,417 $ 9,305 $ 1,263 $ — $ 32,985 Net loss from continuing operations $ (2,257 ) Income tax expense 455 Interest expense (income), net (42 ) EBIT $ 4,078 $ (442 ) $ (885 ) $ (4,595 ) (1,844 ) Depreciation of property and equipment 969 153 157 — 1,279 Amortization of intangible assets 441 273 32 — 746 EBITDA 5,488 (16 ) (696 ) (4,595 ) 181 Foreign currency transaction (gains) losses on short-term intercompany balances 437 1,318 — (63 ) 1,692 Transformation severance and related expenses 56 65 16 10 147 Stock-based compensation — — — 1,132 1,132 Adjusted EBITDA $ 5,981 $ 1,367 $ (680 ) $ (3,516 ) $ 3,152 |
Earnings (Loss) Per Common Sh19
Earnings (Loss) Per Common Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Numerator: | ||
Net loss from continuing operations | $ (65) | $ (2,257) |
Net loss from discontinued operations | $ (487) | $ (701) |
Denominator: | ||
Weighted-average common shares outstanding (shares) | 22,438 | 26,394 |
Basic loss per common share from continuing operations (in usd per share) | $ 0 | $ (0.09) |
Basic loss per common share from discontinued operations (in usd per share) | $ (0.02) | $ (0.02) |
Earnings (Loss) Per Common Sh20
Earnings (Loss) Per Common Share - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share and Other Significant Changes in Shares [Line Items] | ||
Amount of shares repurchased (shares) | 663,541 | 1,129,932 |
Amount of shares repurchased | $ 2.6 | $ 5.5 |
Amount of shares issued (shares) | 46,896 | 12,863 |
Amount of shares issued | $ 0.1 | $ 0.1 |
Non-qualified Option [Member] | ||
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share and Other Significant Changes in Shares [Line Items] | ||
Weighted average shares outstanding excludes anti-dilutive shares underlying options (shares) | 3,200,000 | 3,300,000 |
Performance Unit [Member] | ||
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share and Other Significant Changes in Shares [Line Items] | ||
Weighted average shares outstanding excludes anti-dilutive shares underlying options (shares) | 1,800,000 |
Stock-Based Compensation (Detai
Stock-Based Compensation (Details) | 3 Months Ended | ||||
Mar. 31, 2016employee$ / sharesshares | Mar. 31, 2015employee$ / sharesshares | ||||
2008 Equity Incentive Plan [Member] | |||||
Summary of nonvested stock awards granted | |||||
Number of options granted (shares) | shares | 0 | ||||
2008 Equity Incentive Plan [Member] | Director group 1 [Member] | |||||
Summary of nonvested stock awards granted | |||||
Number of options granted (shares) | shares | 2,849 | ||||
Stock options vesting period | 1 year | ||||
Weighted average exercise price (in usd per share) | $ 4.07 | ||||
Weighted average grant date fair value of options (in usd per share) | $ 0.97 | ||||
2008 Equity Incentive Plan [Member] | Director group 2 [Member] | |||||
Summary of nonvested stock awards granted | |||||
Number of options granted (shares) | shares | 8,546 | ||||
Stock options vesting period | 3 years | ||||
Weighted average exercise price (in usd per share) | $ 4.07 | ||||
Weighted average grant date fair value of options (in usd per share) | $ 1.46 | ||||
2008 Equity Incentive Plan [Member] | Employees [Member] | |||||
Summary of nonvested stock awards granted | |||||
Stock options vesting period | 3 years | ||||
Employee Stock Option [Member] | Employee inducements [Member] | |||||
Summary of nonvested stock awards granted | |||||
Number of employees | employee | 2 | ||||
Employee Stock Option [Member] | Inducement Award [Member] | Employee inducements [Member] | |||||
Summary of nonvested stock awards granted | |||||
Number of options granted (shares) | shares | [1] | 75,000 | |||
Stock options vesting period | [1] | 3 years | |||
Weighted average exercise price (in usd per share) | [1] | $ 5.81 | |||
Weighted average grant date fair value of options (in usd per share) | [1] | $ 1.45 | |||
Restricted Stock and Restricted Stock Units [Member] | Employees [Member] | |||||
Summary of nonvested stock awards granted | |||||
Stock options vesting period | 3 years | ||||
Restricted Stock and Restricted Stock Units [Member] | 2008 Equity Incentive Plan [Member] | Director group 1 [Member] | |||||
Summary of nonvested stock awards granted | |||||
Number of shares granted (in shares) | shares | 2,849 | ||||
Stock options vesting period | 1 year | ||||
Weighted average grant date fair value (in usd per share) | $ 4.07 | ||||
Restricted Stock and Restricted Stock Units [Member] | 2008 Equity Incentive Plan [Member] | Director group 2 [Member] | |||||
Summary of nonvested stock awards granted | |||||
Number of shares granted (in shares) | shares | 8,546 | ||||
Stock options vesting period | 3 years | ||||
Weighted average grant date fair value (in usd per share) | $ 4.07 | ||||
Restricted Stock and Restricted Stock Units [Member] | 2008 Equity Incentive Plan [Member] | Employees [Member] | |||||
Summary of nonvested stock awards granted | |||||
Number of shares granted (in shares) | shares | 609,000 | [2] | 1,325,000 | [3] | |
Stock options vesting period | 2 years | [2] | 2 years | [3] | |
Weighted average grant date fair value (in usd per share) | $ 4.72 | [2] | $ 4 | [3] | |
Restricted Stock and Restricted Stock Units [Member] | 2008 Equity Incentive Plan [Member] | Executive Officers [Member] | |||||
Summary of nonvested stock awards granted | |||||
Number of employees | employee | 5 | 8 | |||
Restricted Stock and Restricted Stock Units [Member] | 2008 Equity Incentive Plan [Member] | Senior Business Leader [Member] | |||||
Summary of nonvested stock awards granted | |||||
Number of employees | employee | 3 | ||||
Restricted Stock and Restricted Stock Units [Member] | Inducement Award [Member] | Employee inducements [Member] | |||||
Summary of nonvested stock awards granted | |||||
Number of shares granted (in shares) | shares | [4] | 10,000 | |||
Stock options vesting period | [4] | 3 years | |||
Weighted average grant date fair value (in usd per share) | [4] | $ 5.29 | |||
Restricted Stock and Restricted Stock Units [Member] | Inducement Award [Member] | Executive Officers [Member] | |||||
Summary of nonvested stock awards granted | |||||
Number of employees | employee | 2 | ||||
[1] | (1)The Company granted non-qualified stock options outside its existing stock-based compensation plans in the first quarter of 2015 to two employees in connection with the employees joining the Company. | ||||
[2] | The Company granted nonvested performance-based stock awards (restricted stock units) in the first quarter of 2016 to five executive officers and three other senior business leaders. | ||||
[3] | The Company granted nonvested performance-based stock awards (restricted stock units) in the first quarter of 2015 to eight executive officers. | ||||
[4] | 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. |
Stock-Based Compensation - Narr
Stock-Based Compensation - Narrative (Details) $ in Millions | Mar. 31, 2016USD ($)employeeshares | Mar. 30, 2015employeeshares | Jun. 19, 2012executive_officershares | Jun. 30, 2012USD ($) | Mar. 31, 2016USD ($)employeecompensation_planshares | Mar. 31, 2015USD ($)employeeshares | ||
Stock-Based Compensation (Textual) [Abstract] | ||||||||
Number of stock-based compensation plans | compensation_plan | 2 | |||||||
Selling, general and administrative expenses | $ | $ 0.8 | $ 1.1 | ||||||
Unrecognized stock-based compensation expense related to stock options | $ | $ 5 | $ 5 | ||||||
Weighted-average period for recognizing stock compensation expense | 2 years | |||||||
2008 Equity Incentive Plan [Member] | ||||||||
Stock-Based Compensation (Textual) [Abstract] | ||||||||
Stock options expiration period | 7 years | |||||||
Stock options award vesting right | vest in equal annual increments over the vesting period | |||||||
Number of options granted (shares) | shares | 0 | |||||||
Employee Group [Member] | 2008 Equity Incentive Plan [Member] | ||||||||
Stock-Based Compensation (Textual) [Abstract] | ||||||||
Stock options vesting period | 3 years | |||||||
Directors [Member] | 2008 Equity Incentive Plan [Member] | ||||||||
Stock-Based Compensation (Textual) [Abstract] | ||||||||
Stock options vesting period | 1 year | |||||||
Restricted Stock and Restricted Stock Units [Member] | 2008 Equity Incentive Plan [Member] | ||||||||
Stock-Based Compensation (Textual) [Abstract] | ||||||||
Stock options award vesting right | vest in equal annual increments over the vesting period | |||||||
Restricted Stock and Restricted Stock Units [Member] | Employee Group [Member] | ||||||||
Stock-Based Compensation (Textual) [Abstract] | ||||||||
Stock options vesting period | 3 years | |||||||
Restricted Stock and Restricted Stock Units [Member] | Employee Group [Member] | 2008 Equity Incentive Plan [Member] | ||||||||
Stock-Based Compensation (Textual) [Abstract] | ||||||||
Stock options vesting period | 2 years | [1] | 2 years | [2] | ||||
Restricted Stock and Restricted Stock Units [Member] | Directors [Member] | ||||||||
Stock-Based Compensation (Textual) [Abstract] | ||||||||
Stock options vesting period | 1 year | |||||||
Restricted Stock and Restricted Stock Units [Member] | Executive Officers [Member] | 2008 Equity Incentive Plan [Member] | ||||||||
Stock-Based Compensation (Textual) [Abstract] | ||||||||
Number of employees | employee | 5 | 5 | 8 | |||||
Restricted Stock and Restricted Stock Units [Member] | Executive Officers [Member] | Inducement Award [Member] | ||||||||
Stock-Based Compensation (Textual) [Abstract] | ||||||||
Number of employees | employee | 2 | |||||||
Restricted Stock and Restricted Stock Units [Member] | Senior Business Leader [Member] | 2008 Equity Incentive Plan [Member] | ||||||||
Stock-Based Compensation (Textual) [Abstract] | ||||||||
Number of employees | employee | 3 | 3 | ||||||
Performance Shares [Member] | 2008 Equity Incentive Plan [Member] | ||||||||
Stock-Based Compensation (Textual) [Abstract] | ||||||||
Total of performance units were outstanding (shares) | shares | 609,000 | 1,325,000 | 609,000 | |||||
Percentage of performance units in equity (percent) | 43.00% | 50.00% | ||||||
Percentage of performance units in cash (percent) | 57.00% | 50.00% | ||||||
Performance period | 2 years | |||||||
Performance Shares [Member] | 2008 Equity Incentive Plan [Member] | Threshold performance level [Member] | ||||||||
Stock-Based Compensation (Textual) [Abstract] | ||||||||
Performance level percentage | 35.00% | 35.00% | ||||||
Performance Shares [Member] | 2008 Equity Incentive Plan [Member] | Target performance level [Member] | ||||||||
Stock-Based Compensation (Textual) [Abstract] | ||||||||
Performance level percentage | 100.00% | 100.00% | ||||||
Performance Shares [Member] | 2008 Equity Incentive Plan [Member] | Maximum performance level [Member] | ||||||||
Stock-Based Compensation (Textual) [Abstract] | ||||||||
Performance level percentage | 150.00% | 200.00% | ||||||
Performance Shares [Member] | 2006 Management Incentive Plan [Member] | ||||||||
Stock-Based Compensation (Textual) [Abstract] | ||||||||
Stock options vesting period | 3 years | |||||||
Total of performance units were outstanding (shares) | shares | 154,264 | |||||||
Grant date fair value awards | $ | $ 1.2 | |||||||
Percentage of performance units in equity (percent) | 60.00% | |||||||
Percentage of performance units in cash (percent) | 40.00% | |||||||
Performance units settled in period (shares) | shares | 6,200 | |||||||
Common stock issued during period (shares) | shares | 3,720 | |||||||
Cash payments for shares settled during period | $ | $ 0.1 | |||||||
Performance Shares [Member] | Executive Officers [Member] | 2008 Equity Incentive Plan [Member] | ||||||||
Stock-Based Compensation (Textual) [Abstract] | ||||||||
Number of employees | employee | 5 | 5 | 5 | |||||
Performance Shares [Member] | Executive Officers [Member] | 2006 Management Incentive Plan [Member] | ||||||||
Stock-Based Compensation (Textual) [Abstract] | ||||||||
Number of employees | executive_officer | 7 | |||||||
Performance Shares [Member] | Senior Business Leader [Member] | 2008 Equity Incentive Plan [Member] | ||||||||
Stock-Based Compensation (Textual) [Abstract] | ||||||||
Number of employees | employee | 3 | 3 | ||||||
[1] | The Company granted nonvested performance-based stock awards (restricted stock units) in the first quarter of 2016 to five executive officers and three other senior business leaders. | |||||||
[2] | The Company granted nonvested performance-based stock awards (restricted stock units) in the first quarter of 2015 to eight executive officers. |
Operating Segments and Relate23
Operating Segments and Related Information - Narrative (Details) | 3 Months Ended |
Mar. 31, 2016segment | |
Segment Reporting [Abstract] | |
Number of reportable segments | 3 |
Operating Segments and Relate24
Operating Segments and Related Information - Results of Discontinued Operations (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Segment Reporting [Abstract] | ||
Revenue, net | $ (11) | $ 147 |
Cost of sales | 388 | 610 |
Selling, general and administrative expense | 84 | 225 |
Depreciation and amortization | 4 | 13 |
Loss from discontinued operations before income taxes | (487) | (701) |
Income tax expense | 0 | 0 |
Net loss from discontinued operations | $ (487) | $ (701) |
Operating Segments and Relate25
Operating Segments and Related Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Segment information | ||
Revenue | $ 31,233 | $ 32,985 |
Net loss from continuing operations | (65) | (2,257) |
Income tax expense | 204 | 455 |
Interest expense (income), net | (29) | (42) |
EBIT | 110 | (1,844) |
Depreciation of property and equipment | 1,232 | 1,279 |
Amortization of intangible assets | 394 | 746 |
EBITDA | 1,736 | 181 |
Other expense (income) | 10 | 0 |
Foreign currency transaction (gains) losses on short-term intercompany balances | (1,007) | 1,692 |
Transformation severance and related expenses | 525 | 147 |
Stock-based compensation | 773 | 1,132 |
Adjusted EBITDA | 2,037 | 3,152 |
Recovery Audit Services - Americas [Member] | ||
Segment information | ||
Revenue | 21,567 | 22,417 |
EBIT | 3,997 | 4,078 |
Depreciation of property and equipment | 992 | 969 |
Amortization of intangible assets | 372 | 441 |
EBITDA | 5,361 | 5,488 |
Foreign currency transaction (gains) losses on short-term intercompany balances | (257) | 437 |
Transformation severance and related expenses | 144 | 56 |
Stock-based compensation | 0 | 0 |
Adjusted EBITDA | 5,248 | 5,981 |
Recovery Audit Services - Europe/Asia-Pacific [Member] | ||
Segment information | ||
Revenue | 9,249 | 9,305 |
EBIT | 2,254 | (442) |
Depreciation of property and equipment | 98 | 153 |
Amortization of intangible assets | 0 | 273 |
EBITDA | 2,352 | (16) |
Foreign currency transaction (gains) losses on short-term intercompany balances | (746) | 1,318 |
Transformation severance and related expenses | 71 | 65 |
Stock-based compensation | 0 | 0 |
Adjusted EBITDA | 1,677 | 1,367 |
Adjacent Services [Member] | ||
Segment information | ||
Revenue | 417 | 1,263 |
EBIT | (1,086) | (885) |
Depreciation of property and equipment | 142 | 157 |
Amortization of intangible assets | 22 | 32 |
EBITDA | (922) | (696) |
Other expense (income) | 10 | |
Foreign currency transaction (gains) losses on short-term intercompany balances | (1) | 0 |
Transformation severance and related expenses | 0 | 16 |
Stock-based compensation | 0 | 0 |
Adjusted EBITDA | (913) | (680) |
Corporate Support [Member] | ||
Segment information | ||
EBIT | (5,055) | (4,595) |
Depreciation of property and equipment | 0 | 0 |
Amortization of intangible assets | 0 | 0 |
EBITDA | (5,055) | (4,595) |
Foreign currency transaction (gains) losses on short-term intercompany balances | (3) | (63) |
Transformation severance and related expenses | 310 | 10 |
Stock-based compensation | 773 | 1,132 |
Adjusted EBITDA | $ (3,975) | $ (3,516) |
Debt (Details)
Debt (Details) - Line of Credit [Member] - SunTrust Bank [Member] - USD ($) | Jan. 19, 2010 | Mar. 31, 2016 |
Line of Credit Facility [Line Items] | ||
Line of Credit Facility, Initiation Date | Jan. 19, 2010 | |
Period of term loan and the revolving credit facility | 4 years | |
Maximum borrowing capacity of Credit Facility | $ 20,000,000 | |
Amount of line of credit outstanding | $ 0 | |
Index rate used as reference for interest rate on revolver and term loan | One-month LIBOR rate | |
Applicable margin (percent) | 1.75% | |
Interest rate during period | 2.19% | |
Revolving Credit facility commitment fee (percent) | 0.25% | |
Frequency of periodic payment | Quarterly |
Fair Value of Financial Instr27
Fair Value of Financial Instruments (Details) - USD ($) | Mar. 31, 2016 | Dec. 31, 2015 |
Bank Loan Obligations [Member] | ||
Fair Value of Financial Instruments (Textual) [Abstract] | ||
Fair value of long term debt | $ 0 | $ 0 |
Business Acquisition Obligations [Member] | ||
Fair Value of Financial Instruments (Textual) [Abstract] | ||
Fair value of long term debt | $ 0 | $ 0 |