Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2016 | Jul. 31, 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 | Jun. 30, 2016 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q2 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 21,831,025 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Income Statement [Abstract] | ||||
Revenue | $ 35,291 | $ 36,995 | $ 66,524 | $ 69,980 |
Operating expenses: | ||||
Cost of revenue | 23,431 | 24,111 | 45,077 | 47,278 |
Selling, general and administrative expenses | 9,620 | 9,185 | 18,468 | 17,129 |
Depreciation of property and equipment | 1,216 | 1,294 | 2,448 | 2,573 |
Amortization of intangible assets | 395 | 754 | 789 | 1,500 |
Total operating expenses | 34,662 | 35,344 | 66,782 | 68,480 |
Operating income (loss) | 629 | 1,651 | (258) | 1,500 |
Foreign currency transaction (gains) losses on short-term intercompany balances | 196 | (416) | (811) | 1,276 |
Interest expense (income), net | (12) | (53) | (41) | (95) |
Other Income (loss) | 18 | 0 | 28 | 0 |
Income (loss) from continuing operations before income tax | 427 | 2,120 | 566 | 319 |
Income tax expense | 460 | 296 | 664 | 751 |
Income (loss) from continuing operations | (33) | 1,824 | (98) | (432) |
Net income (loss) | (592) | 1,097 | (1,144) | (1,861) |
Discontinued operations: | ||||
Income (loss) from discontinued operations | (559) | (727) | (1,046) | (1,429) |
Other (income) loss | 0 | 0 | 0 | 0 |
Income tax expense (benefit) | 0 | 0 | 0 | 0 |
Net income (loss) from discontinued operations | $ (559) | $ (727) | $ (1,046) | $ (1,429) |
Basic earnings (loss) per common share: | ||||
Basic from continuing operations (in dollars per share) | $ 0 | $ 0.07 | $ 0 | $ (0.02) |
Basic from discontinued operations (in dollars per share) | (0.03) | (0.03) | (0.05) | (0.05) |
Total basic earnings (loss) per common share (in dollars per share) | (0.03) | 0.04 | (0.05) | (0.07) |
Diluted earnings (loss) per common share: | ||||
Diluted from continuing operations (in dollars per share) | 0 | 0.07 | 0 | (0.02) |
Diluted from discontinued operations (in dollars per share) | (0.03) | (0.03) | (0.05) | (0.05) |
Total diluted earnings (loss) per common share (in dollars per share) | $ (0.03) | $ 0.04 | $ (0.05) | $ (0.07) |
Weighted-average common shares outstanding | ||||
Basic (shares) | 21,969 | 26,497 | 22,202 | 26,446 |
Diluted (shares) | 21,969 | 26,553 | 22,202 | 26,446 |
Condensed Consolidated Stateme3
Condensed Consolidated Statements of Comprehensive Income (Loss) (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Comprehensive Income (Loss), Net of Tax, Attributable to Parent [Abstract] | ||||
Net income (loss) | $ (592) | $ 1,097 | $ (1,144) | $ (1,861) |
Foreign currency translation adjustments | (118) | 183 | (487) | 152 |
Comprehensive income (loss) | $ (710) | $ 1,280 | $ (1,631) | $ (1,709) |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 |
Current assets: | ||
Cash and cash equivalents | $ 15,174 | $ 15,122 |
Restricted cash | 144 | 48 |
Contract receivables, less allowances of $1,092 in 2016 and $930 in 2015: | ||
Billed | 24,209 | 26,576 |
Unbilled | 1,673 | 1,967 |
Contract receivables, net | 25,882 | 28,543 |
Employee advances and miscellaneous receivables, less allowances of $601 in 2016 and $681 in 2015 | 1,675 | 1,740 |
Total receivables | 27,557 | 30,283 |
Prepaid expenses and other current assets | 2,911 | 2,323 |
Total current assets | 45,786 | 47,776 |
Property and equipment | 61,106 | 59,747 |
Less accumulated depreciation and amortization | (49,986) | (48,167) |
Property and equipment, net | 11,120 | 11,580 |
Goodwill | 11,729 | 11,810 |
Intangible assets, less accumulated amortization of $35,646 in 2016 and $35,708 in 2015 | 5,874 | 6,684 |
Noncurrent portion of unbilled receivables | 760 | 656 |
Other assets | 2,151 | 1,885 |
Total assets | 77,420 | 80,391 |
Current liabilities: | ||
Accounts payable and accrued expenses | 6,834 | 5,966 |
Accrued payroll and related expenses | 10,920 | 11,278 |
Refund liabilities | 7,962 | 7,887 |
Deferred revenue | 951 | 965 |
Other current liabilities | 39 | 39 |
Total current liabilities | 26,706 | 26,135 |
Noncurrent refund liabilities | 786 | 752 |
Other long-term liabilities | 1,322 | 1,089 |
Total liabilities | 28,814 | 27,976 |
Commitments and contingencies | ||
Shareholders’ equity: | ||
Common stock, no par value; $.01 stated value per share. Authorized 50,000,000 shares; 21,831,025 shares issued and outstanding at June 30, 2016 and 22,681,656 shares issued and outstanding at December 31, 2015 | 218 | 227 |
Additional paid-in capital | 573,363 | 575,532 |
Accumulated deficit | (525,282) | (524,138) |
Accumulated other comprehensive income | 307 | 794 |
Total shareholders’ equity | 48,606 | 52,415 |
Total liabilities and shareholders' equity | $ 77,420 | $ 80,391 |
Condensed Consolidated Balance5
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 |
Statement of Financial Position [Abstract] | ||
Allowances for contract receivables | $ 1,092 | $ 930 |
Allowance for employee advances and misc receivables | 601 | 681 |
Accumulated amortization on intangible assets | $ 35,646 | $ 35,708 |
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) | 21,831,025 | 22,681,656 |
Common stock, shares outstanding (shares) | 21,831,025 | 22,681,656 |
Condensed Consolidated Stateme6
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2016 | Jun. 30, 2015 | |
Cash flows from operating activities: | ||
Net income (loss) | $ (1,144) | $ (1,861) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Depreciation and amortization | 3,244 | 4,096 |
Stock-based compensation expense | 1,799 | 3,149 |
(Gain) Loss on sale of fixed assets | 14 | 0 |
Deferred income taxes | (267) | 191 |
Foreign currency transaction (gains) losses on short-term intercompany balances | (811) | 1,276 |
Changes in operating assets and liabilities: | ||
Restricted cash | (96) | (109) |
Billed receivables | 2,077 | 4,903 |
Unbilled receivables | 190 | 1,490 |
Prepaid expenses and other current assets | (510) | (513) |
Other assets | (44) | 31 |
Accounts payable and accrued expenses | 1,105 | (234) |
Accrued payroll and related expenses | (442) | (4,133) |
Refund liabilities | 109 | (444) |
Deferred revenue | 17 | (351) |
Other long-term liabilities | 221 | (9) |
Net cash provided by operating activities | 5,462 | 7,482 |
Cash flows from investing activities: | ||
Purchases of property and equipment, net of disposal proceeds | (2,138) | (2,197) |
Net cash used in investing activities | (2,138) | (2,197) |
Cash flows from financing activities: | ||
Restricted stock repurchased from employees for withholding taxes | (143) | (280) |
Proceeds from option exercises | 132 | 45 |
Repurchase of common stock | (3,658) | (10,340) |
Net cash used in financing activities | (3,669) | (10,575) |
Effect of exchange rates on cash and cash equivalents | 397 | (763) |
Net increase (decrease) in cash and cash equivalents | 52 | (6,053) |
Cash and cash equivalents at beginning of period | 15,122 | 25,735 |
Cash and cash equivalents at end of period | 15,174 | 19,682 |
Supplemental disclosure of cash flow information: | ||
Cash paid during the period for interest | 15 | 14 |
Cash paid during the period for income taxes, net of refunds received | $ 385 | $ 449 |
Basis of Presentation
Basis of Presentation | 6 Months Ended |
Jun. 30, 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 and six -month periods ended June 30, 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 | 6 Months Ended |
Jun. 30, 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 and six months ended June 30, 2016 and 2015 (in thousands, except per share data): Three Months Ended June 30, Six Months Ended June 30, Basic earnings (loss) per common share: 2016 2015 2016 2015 Numerator: Net earnings (loss) from continuing operations: $ (33 ) $ 1,824 $ (98 ) $ (432 ) Net earnings (loss) from discontinued operations: $ (559 ) $ (727 ) $ (1,046 ) $ (1,429 ) Denominator: Weighted-average basic common shares outstanding: 21,969 26,497 22,202 26,446 Effect of dilutive securities from stock-based compensation plans — 56 — — Weighted-average diluted common shares outstanding: $ 21,969 $ 26,553 $ 22,202 $ 26,446 Basic earnings (loss) per common share from continuing operations: $ — $ 0.07 $ — $ (0.02 ) Basic earnings (loss) per common share from discontinued operations: $ (0.03 ) $ (0.03 ) $ (0.05 ) $ (0.05 ) Total basic earnings (loss) per common share $ (0.03 ) $ 0.04 $ (0.05 ) $ (0.07 ) Diluted earnings (loss) per common share from continuing operations: $ — $ 0.07 $ — $ (0.02 ) Diluted earnings (loss) per common share from discontinued operations: $ (0.03 ) $ (0.03 ) $ (0.05 ) $ (0.05 ) Total diluted earnings (loss) per common share $ (0.03 ) $ 0.04 $ (0.05 ) $ (0.07 ) For those periods presented that generated a net loss, basic and diluted net loss per share is the same, as any additional common stock and equivalents would be anti-dilutive. For the three and six months ended June 30, 2016 , weighted-average common shares outstanding excludes from the computation of diluted earnings (loss) per common share anti-dilutive shares underlying options that totaled 3.4 million shares. In addition, we excluded 2.7 million of restricted stock units from the calculation of weighted-average diluted common shares outstanding for the three and six months ended June 30, 2016 which would have been anti-dilutive due to the net loss. For the three and six months ended June 30, 2015 , weighted-average common shares outstanding excludes from the computation of diluted earnings (loss) per common share anti-dilutive shares underlying options that totaled 3.5 million shares. We repurchased 218,005 shares of our common stock during the three months ended June 30, 2016 for $1.0 million , and 881,546 shares of our common stock during the six months ended June 30, 2016 for $3.6 million . We repurchased 1,046,828 shares of our common stock during the three months ended June 30, 2015 for $4.9 million , and 2,176,760 shares of our common stock during the six months ended June 30, 2015 for $10.3 million . Pursuant to exercises of stock options, we issued no shares of our common stock in the three months ended June 30, 2016 and 46,896 shares of our common stock having a value of approximately $0.1 million in the six months ended June 30, 2016 . In connection with the exercise of stock options, we issued no shares of our common stock in the three months ended June 30, 2015 and 12,863 shares of our common stock having a value of less than $0.1 million in the six months ended June 30, 2015 . |
Stock-Based Compensation
Stock-Based Compensation | 6 Months Ended |
Jun. 30, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock-Based Compensation | Stock-Based Compensation Awards were outstanding in the relevant periods pursuant to two Company stock-based compensation plans: (1) the 2006 Management Incentive Plan (“2006 MIP”) and (2) the 2008 Equity Incentive Plan (“2008 EIP”) (collectively, the “Plans”). We describe the Plans in the Company’s Annual Report on Form 10–K for the fiscal year ended December 31, 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. The following table summarizes stock option grants during the six months ended June 30, 2016 and 2015 : Grantee Type # of Options Granted Vesting Period Weighted Average Exercise Price Weighted Average Grant Date Fair Value 2016 Director 175,000 1 year or less $ 5.04 $ 2.72 Employee inducements (1) 60,000 3 years $ 4.79 $ 2.88 2015 Director 249,273 1 year or less $ 4.49 $ 2.44 Director 17,092 3 years $ 3.99 $ 1.33 Employee inducements (2) 135,000 3 years $ 5.51 $ 1.42 (1) The Company granted non-qualified stock options outside its existing stock-based compensation plans in the first six months of 2016 in connection with an employee joining the Company. (2) The Company granted non-qualified stock options outside its existing stock-based compensation plans in the first six months of 2015 to three employees in connection with the employees joining the Company. Nonvested stock awards, including both restricted stock and restricted stock units, granted under the 2008 EIP generally are nontransferable until vesting and the holders are entitled to receive dividends with respect to the nonvested shares. Prior to vesting, the grantees of restricted stock are entitled to vote the shares, but the grantees of restricted stock units are not entitled to vote the shares. Generally, nonvested stock awards with time-based vesting criteria vest in equal annual increments over the vesting period, which typically is three years for employees and one year for directors. Nonvested stock awards with performance-based vesting criteria vest in accordance with specific performance criteria associated with the awards. The following table summarizes nonvested stock awards granted during the six months ended June 30, 2016 and 2015 : Grantee Type # of Shares Granted Vesting Period Weighted Average Grant Date Fair Value 2016 Employee group (1) 1,250,750 2 years $ 4.88 Employee inducements (2) 90,000 2 years $ 4.94 2015 Director 4,273 1 year or less $ 4.02 Director 17,092 3 years $ 3.99 Employee group (3) 1,325,000 2 years $ 4.00 Employee inducements (4) 10,000 3 years $ 5.29 (1) The Company granted nonvested performance-based stock awards (restricted stock units) in the first six months of 2016 to five executive officers, three senior business leaders and certain other employees. (2) The Company granted nonvested stock awards (restricted stock) outside its existing stock-based compensation plans in the second quarter of 2016 to two employees in connection with the employees joining the Company. (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. 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 six months ended June 30, 2015 , an aggregate of 16,530 Performance Units were settled, which resulted in the issuance of 9,918 shares of common stock and cash payments of less than $0.1 million . All Performance Units were settled as of June 2015. For further information regarding the Performance Units, refer to Note 11 in the Company's Form 10-K for the year ended December 31, 2015. Performance-Based Restricted Stock Units On June 27, 2016, certain employees of the Company were granted 641,750 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 40% of the number of PBUs being settled and the payment of cash in an amount equal to the fair market value of that number of shares of common stock equal to 60% of the number of PBUs being settled. The PBUs vest and become payable based on revenue and the cumulative adjusted EBITDA that the Company (excluding the Healthcare Claims Recovery Audit business) achieves for the two-year 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 June 20, 2016, a senior leader of the Company was granted 30,000 PBUs outside of the existing stock-based compensation plan as an inducement for employment. Upon vesting, the PBUs will be settled by the issuance of Company common stock equal to 40% of the number of PBUs being settled and the payment of cash in an amount equal to the fair market value of that number of shares of common stock equal to 60% of the number of PBUs being settled. The PBUs vest and become payable based on revenue and the cumulative adjusted EBITDA that the Company (excluding the Healthcare Claims Recovery Audit business) achieves for the two-year 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 May 5, 2016, an executive officer of the Company was granted 60,000 PBUs outside of the existing stock-based compensation plan as an inducement for employment. 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 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 and the cumulative adjusted EBITDA that the Company (excluding the Healthcare Claims Recovery Audit business) achieves for the two-year 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 31, 2016, five executive officers and three other senior leaders of the Company were granted 609,000 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 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 and the cumulative adjusted EBITDA that the Company (excluding the Healthcare Claims Recovery Audit business) achieves for the two-year 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, eight executive officers of the Company were granted 1,325,000 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 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). Stock Appreciation Rights On April 27, 2016, the Company's Chief Executive Officer was granted stock appreciation rights (“SARs”) covering 200,000 shares of the Company’s common stock under the 2008 EIP. The SARs were issued with an initial value per share equal to $4.71 . The SARs will vest and become payable in cash in a lump sum (net of applicable withholdings) on June 30, 2018, subject to the Chief Executive Officer’s continued employment through such date. Upon vesting, the Company will pay an amount equal to the excess of (i) the fair market value, as of June 30, 2018, of the shares of the Company’s common stock with respect to the SARs that have become vested and payable over (ii) the aggregate initial value of such SARs. Selling, general and administrative expenses for the three months ended June 30, 2016 and 2015 include $1.0 million and $2.0 million , respectively, related to stock-based compensation charges. Selling, general and administration expenses for the six months ended June 30, 2016 and 2015 include $ 1.8 million and $ 3.1 million , respectively, related to stock-based compensation charges. At June 30, 2016 , there was $8.4 million of unrecognized stock-based compensation expense related to stock options, restricted stock awards and restricted stock unit awards, which we expect to recognize over a weighted-average period of 1.51 years. The unrecognized stock-based compensation expense related to restricted stock unit awards with performance vesting criteria is based on our estimate of both the number of shares of the Company's common stock that will ultimately be issued and cash payments that will be made when the restricted stock units are settled. |
Operating Segments and Related
Operating Segments and Related Information | 6 Months Ended |
Jun. 30, 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 June 30, 2016 and 2015 is as follows: Results of Discontinued Operations (in thousands) 2016 2015 Revenue, net (4 ) 294 Cost of sales 451 809 Selling, general and administrative expense 100 202 Depreciation and amortization 4 10 Loss from discontinued operations before income taxes (559 ) (727 ) Income tax expense — — Net loss from discontinued operations (559 ) (727 ) Discontinued operations information for the six months ended June 30, 2016 and 2015 is as follows: Results of Discontinued Operations (in thousands) 2016 2015 Revenue, net (15 ) 441 Cost of sales 840 1,420 Selling, general and administrative expense 184 427 Depreciation and amortization 7 23 Loss from discontinued operations before income taxes (1,046 ) (1,429 ) Income tax expense — — Net loss from discontinued operations (1,046 ) (1,429 ) We evaluate the performance of our reportable segments based upon revenue and measures of profit or loss we refer to as EBITDA and Adjusted EBITDA. We define Adjusted EBITDA as earnings from continuing operations before interest and taxes (“EBIT”), adjusted for depreciation and amortization (“EBITDA”), and then further adjusted for unusual and other significant items that management views as distorting the operating results of the various segments from period to period. Such adjustments include restructuring charges, stock-based compensation, bargain purchase gains, acquisition-related charges and benefits (acquisition transaction costs, acquisition obligations classified as compensation, and fair value adjustments to acquisition-related contingent consideration), tangible and intangible asset impairment charges, certain litigation costs and litigation settlements, certain severance charges and foreign currency transaction gains and losses on short-term intercompany balances viewed by management as individually or collectively significant. We do not have any inter-segment revenue. Segment information for the three and six months ended June 30, 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 June 30, 2016 Revenue $ 25,122 $ 8,698 $ 1,471 $ — $ 35,291 Net income (loss) from continuing operations $ (33 ) Income tax expense 460 Interest expense (income), net (12 ) EBIT $ 5,998 $ 505 $ (488 ) $ (5,600 ) 415 Depreciation of property and equipment 936 140 140 — 1,216 Amortization of intangible assets 373 — 22 — 395 EBITDA 7,307 645 (326 ) (5,600 ) 2,026 Other expense (income) 18 18 Foreign currency transaction (gains) losses on short-term intercompany balances 30 185 7 (26 ) 196 Transformation severance and related expenses 276 25 — (76 ) 225 Stock-based compensation — — — 1,035 1,035 Adjusted EBITDA $ 7,613 $ 855 $ (301 ) $ (4,667 ) $ 3,500 Recovery Audit Services – Americas Recovery Audit Services – Europe/Asia- Pacific Adjacent Services Corporate Support Total Three Months Ended June 30, 2015 Revenue $ 25,350 $ 9,950 $ 1,695 $ — $ 36,995 Net income (loss) from continuing operations $ 1,824 Income tax expense 296 Interest expense (income), net (53 ) EBIT $ 6,505 $ 1,796 $ (1,041 ) $ (5,193 ) 2,067 Depreciation of property and equipment 979 153 162 — 1,294 Amortization of intangible assets 441 280 33 — 754 EBITDA 7,925 2,229 (846 ) (5,193 ) 4,115 Foreign currency transaction (gains) losses on short-term intercompany balances (179 ) (246 ) 1 8 (416 ) Transformation severance and related expenses 108 203 14 26 351 Stock-based compensation — — — 2,017 2,017 Adjusted EBITDA $ 7,854 $ 2,186 $ (831 ) $ (3,142 ) $ 6,067 Recovery Audit Services – Americas Recovery Audit Services – Europe/Asia- Pacific Adjacent Services Corporate Support Total Six Months Ended June 30, 2016 Revenue $ 46,689 $ 17,947 $ 1,888 $ — $ 66,524 Net income (loss) from continuing operations $ (98 ) Income tax expense 664 Interest expense (income), net (41 ) EBIT $ 9,996 $ 2,759 $ (1,574 ) $ (10,656 ) 525 Depreciation of property and equipment 1,928 238 282 — 2,448 Amortization of intangible assets 745 — 44 — 789 EBITDA 12,669 2,997 (1,248 ) (10,656 ) 3,762 Other expense (income) 28 28 Foreign currency transaction (gains) losses on short-term intercompany balances (228 ) (561 ) 6 (28 ) (811 ) Transformation severance and related expenses 420 96 — 243 759 Stock-based compensation — — — 1,799 1,799 Adjusted EBITDA $ 12,861 $ 2,532 $ (1,214 ) $ (8,642 ) $ 5,537 Recovery Audit Services – Americas Recovery Audit Services – Europe/Asia- Pacific Adjacent Services Corporate Support Total Six Months Ended June 30, 2015 Revenue $ 47,767 $ 19,255 $ 2,958 $ — $ 69,980 Net income (loss) from continuing operations $ (432 ) Income tax expense 751 Interest expense (income), net (95 ) EBIT $ 10,583 $ 1,354 $ (1,926 ) $ (9,787 ) 224 Depreciation of property and equipment 1,948 306 319 — 2,573 Amortization of intangible assets 882 553 65 — 1,500 EBITDA 13,413 2,213 (1,542 ) (9,787 ) 4,297 Foreign currency transaction (gains) losses on short-term intercompany balances 258 1,072 1 (55 ) 1,276 Transformation severance and related expenses 164 268 30 35 497 Stock-based compensation — — — 3,149 3,149 Adjusted EBITDA $ 13,835 $ 3,553 $ (1,511 ) $ (6,658 ) $ 9,219 |
Debt
Debt | 6 Months Ended |
Jun. 30, 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 June 30, 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 June 30, 2016 had any borrowings been outstanding was approximately 2.21% . We also must pay a commitment fee of 0.25% per annum, payable quarterly, on the unused portion of the Credit Facility. The Credit Facility includes customary affirmative, negative, and financial covenants binding on the Company, including delivery of financial statements and other reports, maintenance of existence, and transactions with affiliates. The negative covenants limit the ability of the Company, among other things, to incur debt, incur liens, make investments, sell assets or declare or pay dividends on its capital stock. The financial covenants included in the Credit Facility, among other things, limit the amount of capital expenditures the Company can make, set forth maximum leverage and net funded debt ratios for the Company and a minimum fixed charge coverage ratio, and also require the Company to maintain minimum consolidated earnings before interest, taxes, depreciation and amortization. In addition, the Credit Facility includes customary events of default. The Company was in compliance with the covenants in its Credit Facility as of June 30, 2016 . |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 6 Months Ended |
Jun. 30, 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 June 30, 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 June 30, 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 | 6 Months Ended |
Jun. 30, 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 | 6 Months Ended |
Jun. 30, 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. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2016 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events None. |
Basis of Presentation (Policies
Basis of Presentation (Policies) | 6 Months Ended |
Jun. 30, 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. |
Earnings (Loss) Per Common Sh17
Earnings (Loss) Per Common Share (Tables) | 6 Months Ended |
Jun. 30, 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 and six months ended June 30, 2016 and 2015 (in thousands, except per share data): Three Months Ended June 30, Six Months Ended June 30, Basic earnings (loss) per common share: 2016 2015 2016 2015 Numerator: Net earnings (loss) from continuing operations: $ (33 ) $ 1,824 $ (98 ) $ (432 ) Net earnings (loss) from discontinued operations: $ (559 ) $ (727 ) $ (1,046 ) $ (1,429 ) Denominator: Weighted-average basic common shares outstanding: 21,969 26,497 22,202 26,446 Effect of dilutive securities from stock-based compensation plans — 56 — — Weighted-average diluted common shares outstanding: $ 21,969 $ 26,553 $ 22,202 $ 26,446 Basic earnings (loss) per common share from continuing operations: $ — $ 0.07 $ — $ (0.02 ) Basic earnings (loss) per common share from discontinued operations: $ (0.03 ) $ (0.03 ) $ (0.05 ) $ (0.05 ) Total basic earnings (loss) per common share $ (0.03 ) $ 0.04 $ (0.05 ) $ (0.07 ) Diluted earnings (loss) per common share from continuing operations: $ — $ 0.07 $ — $ (0.02 ) Diluted earnings (loss) per common share from discontinued operations: $ (0.03 ) $ (0.03 ) $ (0.05 ) $ (0.05 ) Total diluted earnings (loss) per common share $ (0.03 ) $ 0.04 $ (0.05 ) $ (0.07 ) |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Summary of stock option grants | The following table summarizes stock option grants during the six months ended June 30, 2016 and 2015 : Grantee Type # of Options Granted Vesting Period Weighted Average Exercise Price Weighted Average Grant Date Fair Value 2016 Director 175,000 1 year or less $ 5.04 $ 2.72 Employee inducements (1) 60,000 3 years $ 4.79 $ 2.88 2015 Director 249,273 1 year or less $ 4.49 $ 2.44 Director 17,092 3 years $ 3.99 $ 1.33 Employee inducements (2) 135,000 3 years $ 5.51 $ 1.42 (1) The Company granted non-qualified stock options outside its existing stock-based compensation plans in the first six months of 2016 in connection with an employee joining the Company. (2) The Company granted non-qualified stock options outside its existing stock-based compensation plans in the first six months of 2015 to three employees in connection with the employees joining the Company. |
Summary of nonvested stock awards granted | The following table summarizes nonvested stock awards granted during the six months ended June 30, 2016 and 2015 : Grantee Type # of Shares Granted Vesting Period Weighted Average Grant Date Fair Value 2016 Employee group (1) 1,250,750 2 years $ 4.88 Employee inducements (2) 90,000 2 years $ 4.94 2015 Director 4,273 1 year or less $ 4.02 Director 17,092 3 years $ 3.99 Employee group (3) 1,325,000 2 years $ 4.00 Employee inducements (4) 10,000 3 years $ 5.29 (1) The Company granted nonvested performance-based stock awards (restricted stock units) in the first six months of 2016 to five executive officers, three senior business leaders and certain other employees. (2) The Company granted nonvested stock awards (restricted stock) outside its existing stock-based compensation plans in the second quarter of 2016 to two employees in connection with the employees joining the Company. (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. |
Operating Segments and Relate19
Operating Segments and Related Information (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Segment Reporting [Abstract] | |
Schedule of Discontinued Operations information | Discontinued operations information for the three months ended June 30, 2016 and 2015 is as follows: Results of Discontinued Operations (in thousands) 2016 2015 Revenue, net (4 ) 294 Cost of sales 451 809 Selling, general and administrative expense 100 202 Depreciation and amortization 4 10 Loss from discontinued operations before income taxes (559 ) (727 ) Income tax expense — — Net loss from discontinued operations (559 ) (727 ) Discontinued operations information for the six months ended June 30, 2016 and 2015 is as follows: Results of Discontinued Operations (in thousands) 2016 2015 Revenue, net (15 ) 441 Cost of sales 840 1,420 Selling, general and administrative expense 184 427 Depreciation and amortization 7 23 Loss from discontinued operations before income taxes (1,046 ) (1,429 ) Income tax expense — — Net loss from discontinued operations (1,046 ) (1,429 ) |
Segment information | Segment information for the three and six months ended June 30, 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 June 30, 2016 Revenue $ 25,122 $ 8,698 $ 1,471 $ — $ 35,291 Net income (loss) from continuing operations $ (33 ) Income tax expense 460 Interest expense (income), net (12 ) EBIT $ 5,998 $ 505 $ (488 ) $ (5,600 ) 415 Depreciation of property and equipment 936 140 140 — 1,216 Amortization of intangible assets 373 — 22 — 395 EBITDA 7,307 645 (326 ) (5,600 ) 2,026 Other expense (income) 18 18 Foreign currency transaction (gains) losses on short-term intercompany balances 30 185 7 (26 ) 196 Transformation severance and related expenses 276 25 — (76 ) 225 Stock-based compensation — — — 1,035 1,035 Adjusted EBITDA $ 7,613 $ 855 $ (301 ) $ (4,667 ) $ 3,500 Recovery Audit Services – Americas Recovery Audit Services – Europe/Asia- Pacific Adjacent Services Corporate Support Total Three Months Ended June 30, 2015 Revenue $ 25,350 $ 9,950 $ 1,695 $ — $ 36,995 Net income (loss) from continuing operations $ 1,824 Income tax expense 296 Interest expense (income), net (53 ) EBIT $ 6,505 $ 1,796 $ (1,041 ) $ (5,193 ) 2,067 Depreciation of property and equipment 979 153 162 — 1,294 Amortization of intangible assets 441 280 33 — 754 EBITDA 7,925 2,229 (846 ) (5,193 ) 4,115 Foreign currency transaction (gains) losses on short-term intercompany balances (179 ) (246 ) 1 8 (416 ) Transformation severance and related expenses 108 203 14 26 351 Stock-based compensation — — — 2,017 2,017 Adjusted EBITDA $ 7,854 $ 2,186 $ (831 ) $ (3,142 ) $ 6,067 Recovery Audit Services – Americas Recovery Audit Services – Europe/Asia- Pacific Adjacent Services Corporate Support Total Six Months Ended June 30, 2016 Revenue $ 46,689 $ 17,947 $ 1,888 $ — $ 66,524 Net income (loss) from continuing operations $ (98 ) Income tax expense 664 Interest expense (income), net (41 ) EBIT $ 9,996 $ 2,759 $ (1,574 ) $ (10,656 ) 525 Depreciation of property and equipment 1,928 238 282 — 2,448 Amortization of intangible assets 745 — 44 — 789 EBITDA 12,669 2,997 (1,248 ) (10,656 ) 3,762 Other expense (income) 28 28 Foreign currency transaction (gains) losses on short-term intercompany balances (228 ) (561 ) 6 (28 ) (811 ) Transformation severance and related expenses 420 96 — 243 759 Stock-based compensation — — — 1,799 1,799 Adjusted EBITDA $ 12,861 $ 2,532 $ (1,214 ) $ (8,642 ) $ 5,537 Recovery Audit Services – Americas Recovery Audit Services – Europe/Asia- Pacific Adjacent Services Corporate Support Total Six Months Ended June 30, 2015 Revenue $ 47,767 $ 19,255 $ 2,958 $ — $ 69,980 Net income (loss) from continuing operations $ (432 ) Income tax expense 751 Interest expense (income), net (95 ) EBIT $ 10,583 $ 1,354 $ (1,926 ) $ (9,787 ) 224 Depreciation of property and equipment 1,948 306 319 — 2,573 Amortization of intangible assets 882 553 65 — 1,500 EBITDA 13,413 2,213 (1,542 ) (9,787 ) 4,297 Foreign currency transaction (gains) losses on short-term intercompany balances 258 1,072 1 (55 ) 1,276 Transformation severance and related expenses 164 268 30 35 497 Stock-based compensation — — — 3,149 3,149 Adjusted EBITDA $ 13,835 $ 3,553 $ (1,511 ) $ (6,658 ) $ 9,219 |
Earnings (Loss) Per Common Sh20
Earnings (Loss) Per Common Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Numerator: | ||||
Net earnings (loss) from continuing operations: | $ (33) | $ 1,824 | $ (98) | $ (432) |
Net earnings (loss) from discontinued operations: | $ (559) | $ (727) | $ (1,046) | $ (1,429) |
Denominator: | ||||
Weighted-average common shares outstanding (shares) | 21,969 | 26,497 | 22,202 | 26,446 |
Effect of dilutive securities from stock-based compensation plans (shares) | 0 | 56 | 0 | 0 |
Weighted-average diluted common shares outstanding (shares): | 21,969 | 26,553 | 22,202 | 26,446 |
Basic earnings (loss) per common share from continuing operations (in dollars per share): | $ 0 | $ 0.07 | $ 0 | $ (0.02) |
Basic earnings (loss) per common share from discontinued operations (in dollars per share): | (0.03) | (0.03) | (0.05) | (0.05) |
Total basic earnings (loss) per common share (in dollars per share) | (0.03) | 0.04 | (0.05) | (0.07) |
Diluted from continuing operations (in dollars per share) | 0 | 0.07 | 0 | (0.02) |
Diluted from discontinued operations (in dollars per share) | (0.03) | (0.03) | (0.05) | (0.05) |
Total diluted earnings (loss) per common share (in dollars per share) | $ (0.03) | $ 0.04 | $ (0.05) | $ (0.07) |
Earnings (Loss) Per Common Sh21
Earnings (Loss) Per Common Share (Details Textual) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share and Other Significant Changes in Shares [Line Items] | ||||
Stock issued for exercise of options (shares) | 0 | 46,896 | 12,863 | |
Stock issued for exercise of options, value | $ 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) | 3,400,000 | 3,500,000 | 3,400,000 | 3,500,000 |
Restricted Stock Units (RSUs) [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) | 0 | 2,700,000 | ||
Common Stock [Member] | ||||
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share and Other Significant Changes in Shares [Line Items] | ||||
Common stock repurchased (shares) | 218,005 | 1,046,828 | 881,546 | 2,176,760 |
Common stock repurchased, value | $ 1 | $ 4.9 | $ 3.6 | $ 10.3 |
Stock-Based Compensation (Optio
Stock-Based Compensation (Options) (Details) | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2016 | Jun. 30, 2016$ / sharesshares | Jun. 30, 2015employee$ / sharesshares | |
Employee [Member] | |||
Summary of stock option grants | |||
Vesting Period | 3 years | ||
2008 Equity Incentive Plan [Member] | Director [Member] | |||
Summary of stock option grants | |||
No. of Options Granted (shares) | shares | 175,000 | 249,273 | |
Vesting Period | 1 year or less | 1 year or less | |
Weighted Average Exercise Price (usd per share) | $ 5.04 | $ 4.49 | |
Weighted Average Grant Date Fair Value (usd per share) | $ 2.72 | $ 2.44 | |
2008 Equity Incentive Plan [Member] | Director, Group 2 [Member] | |||
Summary of stock option grants | |||
No. of Options Granted (shares) | shares | 17,092 | ||
Vesting Period | 3 years | ||
Weighted Average Exercise Price (usd per share) | $ 3.99 | ||
Weighted Average Grant Date Fair Value (usd per share) | $ 1.33 | ||
2008 Equity Incentive Plan [Member] | Employee inducement [Member] | |||
Summary of stock option grants | |||
No. of Options Granted (shares) | shares | 60,000 | 135,000 | |
Vesting Period | 3 years | 3 years | |
Weighted Average Exercise Price (usd per share) | $ 4.79 | $ 5.51 | |
Weighted Average Grant Date Fair Value (usd per share) | $ 2.88 | $ 1.42 | |
2008 Equity Incentive Plan [Member] | Employee [Member] | |||
Summary of stock option grants | |||
Number of employees, granted stock awards | employee | 3 |
Stock-Based Compensation (Nonve
Stock-Based Compensation (Nonvested Stock Awards) (Details) | Jun. 27, 2016shares | Jun. 30, 2016executive_officer | Jun. 30, 2016executive_officeremployee$ / sharesshares | Jun. 30, 2015employee$ / sharesshares |
Director group [Member] | ||||
Summary of nonvested stock awards granted | ||||
Vesting Period | 1 year | |||
Employee [Member] | ||||
Summary of nonvested stock awards granted | ||||
Vesting Period | 3 years | |||
2008 Equity Incentive Plan [Member] | Director, Group 2 [Member] | ||||
Summary of nonvested stock awards granted | ||||
Vesting Period | 3 years | |||
Weighted Average Grant Date Fair Value (usd per share) | $ 1.33 | |||
2008 Equity Incentive Plan [Member] | Employee [Member] | ||||
Summary of nonvested stock awards granted | ||||
Number of employees, granted stock awards | employee | 3 | |||
2008 Equity Incentive Plan [Member] | Employee inducement [Member] | ||||
Summary of nonvested stock awards granted | ||||
Vesting Period | 3 years | 3 years | ||
Weighted Average Grant Date Fair Value (usd per share) | $ 2.88 | $ 1.42 | ||
Restricted Stock and Restricted Stock Units [Member] | 2008 Equity Incentive Plan [Member] | Director group [Member] | ||||
Summary of nonvested stock awards granted | ||||
Grantee Type | Director | |||
No. of Shares Granted (shares) | shares | 4,273 | |||
Vesting Period | 1 year or less | |||
Weighted Average Grant Date Fair Value (usd per share) | $ 4.02 | |||
Restricted Stock and Restricted Stock Units [Member] | 2008 Equity Incentive Plan [Member] | Director, Group 2 [Member] | ||||
Summary of nonvested stock awards granted | ||||
Grantee Type | Director | |||
No. of Shares Granted (shares) | shares | 17,092 | |||
Vesting Period | 3 years | |||
Weighted Average Grant Date Fair Value (usd per share) | $ 3.99 | |||
Restricted Stock and Restricted Stock Units [Member] | 2008 Equity Incentive Plan [Member] | Employee [Member] | ||||
Summary of nonvested stock awards granted | ||||
Grantee Type | Employee group (3) | |||
No. of Shares Granted (shares) | shares | 641,750 | 1,250,750 | 1,325,000 | |
Vesting Period | 2 years | 2 years | ||
Weighted Average Grant Date Fair Value (usd per share) | $ 4.88 | $ 4 | ||
Number of executive officers, granted stock awards | executive_officer | 8 | 8 | ||
Restricted Stock and Restricted Stock Units [Member] | 2008 Equity Incentive Plan [Member] | Employee inducement [Member] | ||||
Summary of nonvested stock awards granted | ||||
Grantee Type | Employee inducements (4) | |||
No. of Shares Granted (shares) | shares | 90,000 | 10,000 | ||
Vesting Period | 2 years | 3 years | ||
Weighted Average Grant Date Fair Value (usd per share) | $ 4.94 | $ 5.29 | ||
Number of employees, granted stock awards | employee | 2 |
Stock-Based Compensation (Narra
Stock-Based Compensation (Narrative) (Details) $ / shares in Units, $ in Millions | Jun. 27, 2016shares | Jun. 20, 2016shares | May 05, 2016shares | Apr. 27, 2016$ / sharesshares | Mar. 31, 2016shares | Mar. 30, 2015executive_officershares | Jun. 19, 2012USD ($)executive_officershares | Jun. 30, 2016USD ($)executive_officer | Jun. 30, 2015USD ($) | Jun. 30, 2016USD ($)executive_officer$ / sharesshares | Jun. 30, 2015USD ($)$ / sharesshares |
The Plans [Member] | |||||||||||
Stock-Based Compensation (Textual) [Abstract] | |||||||||||
Selling, general and administrative expenses | $ | $ 1 | $ 2 | $ 1.8 | $ 3.1 | |||||||
Unrecognized stock-based compensation expense related to stock options | $ | $ 8.4 | $ 8.4 | |||||||||
Weighted-average period for recognizing stock compensation expense | 1 year 5 months 23 days | ||||||||||
Director [Member] | 2008 Equity Incentive Plan [Member] | |||||||||||
Stock-Based Compensation (Textual) [Abstract] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value | $ / shares | $ 2.72 | $ 2.44 | |||||||||
Employee Group [Member] | |||||||||||
Stock-Based Compensation (Textual) [Abstract] | |||||||||||
Award vesting period | 3 years | ||||||||||
Director Group [Member] | |||||||||||
Stock-Based Compensation (Textual) [Abstract] | |||||||||||
Award vesting period | 1 year | ||||||||||
Stock Options [Member] | 2008 Equity Incentive Plan [Member] | |||||||||||
Stock-Based Compensation (Textual) [Abstract] | |||||||||||
Stock options expiration period | 7 years | ||||||||||
Stock options award vesting right | vest in equal annual increments over the vesting period | ||||||||||
Stock Options [Member] | Director [Member] | 2008 Equity Incentive Plan [Member] | |||||||||||
Stock-Based Compensation (Textual) [Abstract] | |||||||||||
Award vesting period | 1 year | 1 year | |||||||||
Stock Options [Member] | Employee Group [Member] | 2008 Equity Incentive Plan [Member] | |||||||||||
Stock-Based Compensation (Textual) [Abstract] | |||||||||||
Award vesting period | 3 years | ||||||||||
MIP Performance Units [Member] | 2006 Management Incentive Plan [Member] | |||||||||||
Stock-Based Compensation (Textual) [Abstract] | |||||||||||
Award vesting period | 3 years | ||||||||||
Number of executive officers, granted stock awards | executive_officer | 7 | ||||||||||
Number of Performance-based Restricted Stock units granted (shares) | 154,264 | ||||||||||
Grant date fair value awards | $ | $ 1.2 | ||||||||||
Percentage of performance units (percent) | 60.00% | ||||||||||
Percentage of fair market value (percent) | 40.00% | ||||||||||
Performance units settled in period (shares) | 16,530 | ||||||||||
Common stock issued during period (shares) | 9,918 | ||||||||||
Cash payments for shares settled during period | $ | $ 0.1 | ||||||||||
Performance-based Restricted Stock Units [Member] | 2008 Equity Incentive Plan [Member] | |||||||||||
Stock-Based Compensation (Textual) [Abstract] | |||||||||||
Stock options award vesting right | vest in equal annual increments over the vesting period | ||||||||||
Percentage of units being settled (percent) | 57.00% | ||||||||||
Performance-based Restricted Stock Units [Member] | Director [Member] | 2008 Equity Incentive Plan [Member] | |||||||||||
Stock-Based Compensation (Textual) [Abstract] | |||||||||||
Award vesting period | 1 year | ||||||||||
Performance-based Restricted Stock Units [Member] | Employee Group [Member] | 2008 Equity Incentive Plan [Member] | |||||||||||
Stock-Based Compensation (Textual) [Abstract] | |||||||||||
Award vesting period | 2 years | 2 years | |||||||||
Number of executive officers, granted stock awards | executive_officer | 8 | 8 | |||||||||
Number of Performance-based Restricted Stock units granted (shares) | 641,750 | 1,250,750 | 1,325,000 | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value | $ / shares | $ 4.88 | $ 4 | |||||||||
Percentage of performance units (percent) | 40.00% | ||||||||||
Percentage of units being settled (percent) | 60.00% | ||||||||||
Performance-based Restricted Stock Units [Member] | Employee Group [Member] | 2008 Equity Incentive Plan [Member] | Threshold Performance Level [Member] | |||||||||||
Stock-Based Compensation (Textual) [Abstract] | |||||||||||
Award vesting rights (percent) | 35.00% | ||||||||||
Performance-based Restricted Stock Units [Member] | Employee Group [Member] | 2008 Equity Incentive Plan [Member] | Target Performance Level [Member] | |||||||||||
Stock-Based Compensation (Textual) [Abstract] | |||||||||||
Award vesting rights (percent) | 100.00% | ||||||||||
Performance-based Restricted Stock Units [Member] | Employee Group [Member] | 2008 Equity Incentive Plan [Member] | Maximum Performance Level [Member] | |||||||||||
Stock-Based Compensation (Textual) [Abstract] | |||||||||||
Award vesting rights (percent) | 150.00% | ||||||||||
Performance-based Restricted Stock Units [Member] | Director Group [Member] | 2008 Equity Incentive Plan [Member] | |||||||||||
Stock-Based Compensation (Textual) [Abstract] | |||||||||||
Number of Performance-based Restricted Stock units granted (shares) | 4,273 | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value | $ / shares | $ 4.02 | ||||||||||
Performance-based Restricted Stock Units [Member] | Senior Business Leader [Member] | 2008 Equity Incentive Plan [Member] | |||||||||||
Stock-Based Compensation (Textual) [Abstract] | |||||||||||
Number of Performance-based Restricted Stock units granted (shares) | 30,000 | 609,000 | |||||||||
Percentage of performance units (percent) | 40.00% | 43.00% | |||||||||
Percentage of fair market value (percent) | 57.00% | ||||||||||
Percentage of units being settled (percent) | 60.00% | ||||||||||
Performance-based Restricted Stock Units [Member] | Senior Business Leader [Member] | 2008 Equity Incentive Plan [Member] | Threshold Performance Level [Member] | |||||||||||
Stock-Based Compensation (Textual) [Abstract] | |||||||||||
Award vesting rights (percent) | 35.00% | 35.00% | |||||||||
Performance-based Restricted Stock Units [Member] | Senior Business Leader [Member] | 2008 Equity Incentive Plan [Member] | Target Performance Level [Member] | |||||||||||
Stock-Based Compensation (Textual) [Abstract] | |||||||||||
Award vesting rights (percent) | 100.00% | 100.00% | |||||||||
Performance-based Restricted Stock Units [Member] | Senior Business Leader [Member] | 2008 Equity Incentive Plan [Member] | Maximum Performance Level [Member] | |||||||||||
Stock-Based Compensation (Textual) [Abstract] | |||||||||||
Award vesting rights (percent) | 150.00% | 150.00% | |||||||||
Performance-based Restricted Stock Units [Member] | Executive Officer [Member] | 2008 Equity Incentive Plan [Member] | |||||||||||
Stock-Based Compensation (Textual) [Abstract] | |||||||||||
Number of Performance-based Restricted Stock units granted (shares) | 60,000 | ||||||||||
Percentage of performance units (percent) | 43.00% | ||||||||||
Performance-based Restricted Stock Units [Member] | Executive Officer [Member] | 2008 Equity Incentive Plan [Member] | Threshold Performance Level [Member] | |||||||||||
Stock-Based Compensation (Textual) [Abstract] | |||||||||||
Award vesting rights (percent) | 35.00% | ||||||||||
Performance-based Restricted Stock Units [Member] | Executive Officer [Member] | 2008 Equity Incentive Plan [Member] | Target Performance Level [Member] | |||||||||||
Stock-Based Compensation (Textual) [Abstract] | |||||||||||
Award vesting rights (percent) | 100.00% | ||||||||||
Performance-based Restricted Stock Units [Member] | Executive Officer [Member] | 2008 Equity Incentive Plan [Member] | Maximum Performance Level [Member] | |||||||||||
Stock-Based Compensation (Textual) [Abstract] | |||||||||||
Award vesting rights (percent) | 150.00% | ||||||||||
Performance-based Restricted Stock Units [Member] | Executive Officer [Member] | 2006 Management Incentive Plan [Member] | |||||||||||
Stock-Based Compensation (Textual) [Abstract] | |||||||||||
Number of executive officers, granted stock awards | executive_officer | 8 | ||||||||||
Number of Performance-based Restricted Stock units granted (shares) | 1,325,000 | ||||||||||
Percentage of performance units (percent) | 50.00% | ||||||||||
Requisite performance period | 2 years | ||||||||||
Performance-based Restricted Stock Units [Member] | Executive Officer [Member] | 2006 Management Incentive Plan [Member] | Threshold Performance Level [Member] | |||||||||||
Stock-Based Compensation (Textual) [Abstract] | |||||||||||
Award vesting rights (percent) | 35.00% | ||||||||||
Performance-based Restricted Stock Units [Member] | Executive Officer [Member] | 2006 Management Incentive Plan [Member] | Target Performance Level [Member] | |||||||||||
Stock-Based Compensation (Textual) [Abstract] | |||||||||||
Award vesting rights (percent) | 100.00% | ||||||||||
Performance-based Restricted Stock Units [Member] | Executive Officer [Member] | 2006 Management Incentive Plan [Member] | Maximum Performance Level [Member] | |||||||||||
Stock-Based Compensation (Textual) [Abstract] | |||||||||||
Award vesting rights (percent) | 200.00% | ||||||||||
Stock Appreciation Rights (SARs) [Member] | Executive Officer [Member] | 2008 Equity Incentive Plan [Member] | |||||||||||
Stock-Based Compensation (Textual) [Abstract] | |||||||||||
Number of Performance-based Restricted Stock units granted (shares) | 200,000 | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value | $ / shares | $ 4.71 |
Operating Segments and Relate25
Operating Segments and Related Information (Details Textual) | 6 Months Ended |
Jun. 30, 2016segment | |
Segment Reporting [Abstract] | |
Number of reportable segments | 3 |
Operating Segments and Relate26
Operating Segments and Related Information - Results of Discontinued Operations (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Segment Reporting [Abstract] | ||||
Revenue, net | $ (4) | $ 294 | $ (15) | $ 441 |
Cost of sales | 451 | 809 | 840 | 1,420 |
Selling, general and administrative expense | 100 | 202 | 184 | 427 |
Depreciation and amortization | 4 | 10 | 7 | 23 |
Loss from discontinued operations before income taxes | (559) | (727) | (1,046) | (1,429) |
Income tax expense | 0 | 0 | 0 | 0 |
Net loss from discontinued operations | $ (559) | $ (727) | $ (1,046) | $ (1,429) |
Operating Segments and Relate27
Operating Segments and Related Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Segment Reporting Information [Line Items] | ||||
Revenue | $ 35,291 | $ 36,995 | $ 66,524 | $ 69,980 |
Income (loss) from continuing operations | (33) | 1,824 | (98) | (432) |
Income tax expense | 460 | 296 | 664 | 751 |
Interest expense (income), net | (12) | (53) | (41) | (95) |
EBIT | 415 | 2,067 | 525 | 224 |
Depreciation of property and equipment | 1,216 | 1,294 | 2,448 | 2,573 |
Amortization of intangible assets | 395 | 754 | 789 | 1,500 |
EBITDA | 2,026 | 4,115 | 3,762 | 4,297 |
Other Income (loss) | 18 | 0 | 28 | 0 |
Foreign currency transaction (gains) losses on short-term intercompany balances | 196 | (416) | (811) | 1,276 |
Transformation severance and related expenses | 225 | 351 | 759 | 497 |
Stock-based compensation | 1,035 | 2,017 | 1,799 | 3,149 |
Adjusted EBITDA | 3,500 | 6,067 | 5,537 | 9,219 |
Recovery Audit Services - Americas [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 25,122 | 25,350 | 46,689 | 47,767 |
EBIT | 5,998 | 6,505 | 9,996 | 10,583 |
Depreciation of property and equipment | 936 | 979 | 1,928 | 1,948 |
Amortization of intangible assets | 373 | 441 | 745 | 882 |
EBITDA | 7,307 | 7,925 | 12,669 | 13,413 |
Foreign currency transaction (gains) losses on short-term intercompany balances | 30 | (179) | (228) | 258 |
Transformation severance and related expenses | 276 | 108 | 420 | 164 |
Adjusted EBITDA | 7,613 | 7,854 | 12,861 | 13,835 |
Recovery Audit Services - Europe/Asia-Pacific [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 8,698 | 9,950 | 17,947 | 19,255 |
EBIT | 505 | 1,796 | 2,759 | 1,354 |
Depreciation of property and equipment | 140 | 153 | 238 | 306 |
Amortization of intangible assets | 0 | 280 | 0 | 553 |
EBITDA | 645 | 2,229 | 2,997 | 2,213 |
Foreign currency transaction (gains) losses on short-term intercompany balances | 185 | (246) | (561) | 1,072 |
Transformation severance and related expenses | 25 | 203 | 96 | 268 |
Adjusted EBITDA | 855 | 2,186 | 2,532 | 3,553 |
Adjacent Services [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 1,471 | 1,695 | 1,888 | 2,958 |
EBIT | (488) | (1,041) | (1,574) | (1,926) |
Depreciation of property and equipment | 140 | 162 | 282 | 319 |
Amortization of intangible assets | 22 | 33 | 44 | 65 |
EBITDA | (326) | (846) | (1,248) | (1,542) |
Other Income (loss) | 18 | 28 | ||
Foreign currency transaction (gains) losses on short-term intercompany balances | 7 | 1 | 6 | 1 |
Transformation severance and related expenses | 0 | 14 | 0 | 30 |
Adjusted EBITDA | (301) | (831) | (1,214) | (1,511) |
Corporate Segment [Member] | ||||
Segment Reporting Information [Line Items] | ||||
EBIT | (5,600) | (5,193) | (10,656) | (9,787) |
EBITDA | (5,600) | (5,193) | (10,656) | (9,787) |
Foreign currency transaction (gains) losses on short-term intercompany balances | (26) | 8 | (28) | (55) |
Transformation severance and related expenses | (76) | 26 | 243 | 35 |
Stock-based compensation | 1,035 | 2,017 | 1,799 | 3,149 |
Adjusted EBITDA | $ (4,667) | $ (3,142) | $ (8,642) | $ (6,658) |
Debt (Details)
Debt (Details) - 2010 Credit Agreement [Member] - SunTrust Bank [Member] - USD ($) | Jan. 19, 2010 | Jun. 30, 2016 |
Line of Credit Facility [Line Items] | ||
Period of term loan and the revolving credit facility | 4 years | |
Committed revolving credit facility | $ 20,000,000 | |
Revolving credit facility outstanding | $ 0 | |
Debt Instrument, Interest Rate at Period End | 2.21% | |
Revolving Credit facility commitment fee (percent) | 0.25% | |
LIBOR [Member] | ||
Line of Credit Facility [Line Items] | ||
Revolving Credit facility and Term Loan interest rate (percent) | 1.75% |
Fair Value of Financial Instr29
Fair Value of Financial Instruments (Details) - USD ($) | Jun. 30, 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 |