Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2018 | Aug. 03, 2018 | |
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, 2018 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2,018 | |
Document Fiscal Period Focus | Q2 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 23,515,976 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Income Statement [Abstract] | ||||
Revenue, net of refund liabilities | $ 42,102 | $ 38,510 | $ 78,823 | $ 72,079 |
Operating expenses: | ||||
Cost of revenue | 27,389 | 25,605 | 52,186 | 48,631 |
Selling, general and administrative expenses | 12,809 | 11,424 | 24,073 | 21,960 |
Depreciation of property and equipment | 2,360 | 1,109 | 3,583 | 2,329 |
Amortization of intangible assets | 864 | 722 | 1,652 | 1,444 |
Total operating expenses | 43,422 | 38,860 | 81,494 | 74,364 |
Operating loss from continuing operations | (1,320) | (350) | (2,671) | (2,285) |
Foreign currency transaction losses (gains) on short-term intercompany balances | 880 | (957) | 660 | (1,509) |
Interest expense, net | 486 | 48 | 884 | 85 |
Other loss (income) | 5 | 5 | 17 | (194) |
(Loss) income from continuing operations before income tax | (2,691) | 554 | (4,232) | (667) |
Income tax expense | 189 | 879 | 976 | 1,506 |
Net loss from continuing operations | (2,880) | (325) | (5,208) | (2,173) |
Discontinued operations: | ||||
Loss from discontinued operations | (26) | (349) | (359) | (685) |
Income tax expense | 0 | 0 | 0 | 0 |
Net loss from discontinued operations | (26) | (349) | (359) | (685) |
Net loss | $ (2,906) | $ (674) | $ (5,567) | $ (2,858) |
Basic loss per common share (Note 2): | ||||
Basic loss from continuing operations (in usd per share) | $ (0.13) | $ (0.01) | $ (0.23) | $ (0.10) |
Basic loss from discontinued operations (in usd per share) | 0 | (0.02) | (0.01) | (0.03) |
Total basic loss per common share (in usd per share) | (0.13) | (0.03) | (0.24) | (0.13) |
Diluted loss per common share (Note 2): | ||||
Total diluted loss per common share (in usd per share) | $ (0.13) | $ (0.03) | $ (0.24) | $ (0.13) |
Weighted-average common shares outstanding (Note 2): | ||||
Basic (shares) | 23,283 | 22,227 | 22,930 | 22,087 |
Diluted (shares) | 23,283 | 22,227 | 22,930 | 22,087 |
Condensed Consolidated Stateme3
Condensed Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Comprehensive Income (Loss), Net of Tax, Attributable to Parent [Abstract] | ||||
Net loss | $ (2,906) | $ (674) | $ (5,567) | $ (2,858) |
Foreign currency translation adjustments | (666) | (569) | (391) | (294) |
Comprehensive loss | $ (3,572) | $ (1,243) | $ (5,958) | $ (3,152) |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2018 | Dec. 31, 2017 |
Current assets: | ||
Cash and cash equivalents | $ 9,731 | $ 18,823 |
Restricted cash | 159 | 51 |
Contract receivables, less allowances of $936 in 2018 and $1,499 in 2017 | ||
Billed | 34,556 | 36,058 |
Unbilled | 3,596 | 2,709 |
Receivables Net | 38,152 | 38,767 |
Employee advances and miscellaneous receivables, less allowances of $316 in 2018 and $292 in 2017 | 1,358 | 1,665 |
Total receivables | 39,510 | 40,432 |
Prepaid expenses and other current assets | 4,348 | 4,608 |
Total current assets | 53,748 | 63,914 |
Property and equipment | 78,440 | 73,566 |
Less accumulated depreciation and amortization | (59,277) | (56,088) |
Property and equipment, net | 19,163 | 17,478 |
Goodwill | 17,591 | 17,648 |
Intangible assets, less accumulated amortization of $41,922 in 2018 and $40,461 in 2017 | 16,773 | 18,478 |
Unbilled receivables | 1,336 | 894 |
Deferred income taxes | 1,378 | 1,538 |
Other assets | 390 | 268 |
Total assets | 110,379 | 120,218 |
Current liabilities: | ||
Accounts payable and accrued expenses | 7,263 | 8,548 |
Accrued payroll and related expenses | 10,239 | 13,078 |
Refund liabilities | 8,499 | 7,864 |
Deferred revenue | 1,795 | 1,431 |
Current portion of debt (Note 5) | 48 | 48 |
Current portion of long-term incentive compensation liability | 998 | 5,116 |
Business acquisition obligations (Notes 6 and 9) | 5,444 | 3,759 |
Total current liabilities | 34,286 | 39,844 |
Long-term debt (Note 5) | 17,543 | 13,526 |
Noncurrent business acquisition obligations (Notes 6 and 9) | 0 | 5,135 |
Refund liabilities | 287 | 957 |
Other long-term liabilities | 461 | 442 |
Total liabilities | 52,577 | 59,904 |
Commitments and contingencies (Note 7) | ||
Shareholders’ equity (Note 2): | ||
Common stock, no par value; $.01 stated value per share. Authorized 50,000,000 shares; 23,470,622 shares issued and outstanding at June 30, 2018 and 22,419,417 shares issued and outstanding at December 31, 2017 | 235 | 224 |
Additional paid-in capital | 583,468 | 580,032 |
Accumulated deficit | (525,616) | (520,049) |
Accumulated other comprehensive income | (285) | 107 |
Total shareholders’ equity | 57,802 | 60,314 |
Total liabilities and shareholders' equity | $ 110,379 | $ 120,218 |
Condensed Consolidated Balance5
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Jun. 30, 2018 | Dec. 31, 2017 |
Statement of Financial Position [Abstract] | ||
Allowances for contract receivables | $ 936 | $ 1,499 |
Allowances for employee advances and miscellaneous receivables | 316 | 292 |
Accumulated amortization on intangible assets | $ 41,922 | $ 40,461 |
Common stock, par value (usd per share) | ||
Common stock, stated value per share (usd per share) | $ 0 | $ 0 |
Common stock, shares authorized (shares) | 50,000,000 | 50,000,000 |
Common stock, shares issued (shares) | 23,470,622 | 22,419,417 |
Common stock, shares outstanding (shares) | 23,470,622 | 22,419,417 |
Condensed Consolidated Stateme6
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2017 | |
Cash flows from operating activities: | ||
Net loss | $ (5,567) | $ (2,858) |
Adjustments to reconcile net loss to net cash (used in) provided by operating activities: | ||
Depreciation and amortization | 5,235 | 3,773 |
Amortization of deferred loan costs | 32 | 20 |
Noncash interest expense | 616 | 0 |
Stock-based compensation expense | 2,818 | 3,254 |
Foreign currency transaction losses (gains) on short-term intercompany balances | 660 | (1,509) |
Deferred income taxes | 169 | 0 |
Foreign currency transaction losses (gains) on short-term intercompany balances | 660 | (1,509) |
Changes in operating assets and liabilities, net of business acquisitions: | ||
Restricted cash | (108) | (114) |
Billed receivables | 1,211 | 1,518 |
Unbilled receivables | (1,329) | 636 |
Prepaid expenses and other current assets | 427 | (850) |
Other assets | (26) | 332 |
Accounts payable and accrued expenses | (1,728) | 2,270 |
Accrued payroll and related expenses | (3,881) | (1,988) |
Refund liabilities | 26 | (377) |
Deferred revenue | 388 | 351 |
Long-term incentive compensation payout | (5,380) | 0 |
Other long-term liabilities | (43) | (3,182) |
Net cash (used in) provided by operating activities | (6,480) | 1,276 |
Cash flows from investing activities: | ||
Business acquisition, net of cash acquired | 19 | (10,128) |
Purchases of property and equipment, net of disposal proceeds | (5,327) | (4,049) |
Net cash used in investing activities | (5,308) | (14,177) |
Cash flows from financing activities: | ||
Proceeds from term loan | 13,500 | 10,000 |
Repayments of term loan | (9,500) | 0 |
Restricted stock repurchased from employees for withholding taxes | (1,279) | (60) |
Proceeds from option exercises | 3,264 | 821 |
Net cash provided by financing activities | 1,957 | 10,604 |
Effect of exchange rates on cash and cash equivalents | 739 | (556) |
Net decrease in cash and cash equivalents | (9,092) | (2,853) |
Cash and cash equivalents at beginning of period | 18,823 | |
Cash and cash equivalents at end of period | 9,731 | |
Supplemental disclosure of cash flow information: | ||
Cash paid during the period for interest | 177 | 149 |
Cash paid during the period for income taxes, net of refunds received | $ 927 | $ 731 |
Basis of Presentation
Basis of Presentation | 6 Months Ended |
Jun. 30, 2018 | |
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 ("GAAP") for interim financial information and with the instructions for the Quarterly Report on Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP 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. Certain reclassifications have been made to the Company's consolidated financial statements for fiscal year 2017 to conform to the fiscal year 2018 presentation. Operating results for the three and six -month periods ended June 30, 2018 are not necessarily indicative of the results that may be expected for the year ending December 31, 2018 . 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 the related Notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2017 , except for the Company’s revenue recognition policy which has been revised as a result of the implementation of a new standard effective January 1, 2018. Significant Accounting Policies Revenue Recognition The Company has revised its accounting policy as it relates to the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014-09, Revenue from Contracts with Customers, and the subsequent amendments and modifications thereto. The revised policy requires the Company to recognize revenue in a way that depicts the transfer of promised goods or services to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services. To adhere to this core principle, the Company applies the following five steps: (a) identify contract(s) with a customer; (b) identify the performance obligations in a contract; (c) determine the transaction price; (d) allocate the transaction price to the performance obligations in a contract; and (e) recognize revenue when (or as) performance obligations are satisfied. The Company determines that the performance obligations have been satisfied when its customers obtain control of the goods or services as evidenced by the customer’s ability to direct the use, or the ability to receive substantially all of the remaining economic benefit, of the contract assets. Additionally, for purposes of determining the appropriate timing of recognition, revenue will be recognized over time or at a point in time based on an evaluation of the specific criteria that is to be achieved to meet the performance obligations of each contract. The determination that the core principle for revenue recognition has been met, and the five steps have been applied appropriately, requires significant judgment. Management considers the application of this judgment to be critical in determining the appropriate amount of revenue to be recognized. The most critical judgments are required in the determination of the transaction price, the identification of the performance obligations within a contract, and the determination as to whether or not and to what extent such performance obligations have been satisfied. A misapplication of this judgment could result in inappropriate recognition of revenue. Revenue is recognized over time, on an invoice basis for the Company's recovery audit contracts, which is approximately 97% of consolidated revenue for the six -month period ended June 30, 2018 . The Company has adopted the Invoicing Expedient as provided for in FASB Accounting Standards Codification ("ASC") Topic 606, which allows for the recognition of revenue for an amount that an entity has a right to invoice its customer. It is management’s conclusion that the Company's right to consideration from its customers corresponds directly to the value provided to customers from its performance to-date, as represented by billable recoveries. A recovery is billable when it is determined that the customer has received the economic benefit from the service (generally through credits taken against existing accounts payable due to, or refund checks received from, the customer’s vendors). The manner in which a claim is recovered by a client often is dictated by industry practice. Many clients establish specific procedural guidelines that must be satisfied prior to submitting claims for client approval, and these guidelines are unique to each client. On occasion, it is possible that a transaction has met the core principle for revenue recognition, but the Company does not recognize revenue until the customary business practices and processes specific to that client have been completed. Historically, there has been a certain amount of recovery audit revenue with respect to which, even though the Company has met the requirements of its revenue recognition policy, its clients’ vendors ultimately have rejected the claims underlying the revenue. In that case, the Company's clients may request a refund or offset of such amount even though the fees may have been previously collected. The Company records any such refunds as a reduction of revenue. The Company provides refund liabilities for these reductions in the economic value previously received by its clients with respect to vendor claims that have been identified and for which revenue has been previously recognized. The Company computes an estimate of its refund liabilities at any given time based on actual historical refund data. Revenue is recognized over time for the Company's subscription services. Typically, implementation services, hosting services, unspecified upgrades, technical and support services, service level guarantees and subscription rights under contracts for subscription services are delivered concurrently and are therefore considered a single performance obligation. Generally, revenue will be recognized ratably over the subscription term as this represents the timing of when those services are transferred to the customer. The subscription term commences when the customer both has access to the software application and can benefit from its use. Revenue is recognized at a point in time for certain services provided on a fixed fee basis and over time for certain services performed on a fee per unit of time-basis or other unit of performance. The revenue recognition method is determined based on the specific criteria that is to be achieved to meet the performance obligations of each transaction within a contract. When a contract includes an option to acquire future goods or services that constitutes a material right to the customer, and those goods or services are similar to the original goods and services provided for in the contract, the Company has adopted the Practical Alternative as prescribed in ASC Topic 606 to estimate the standalone selling price of that option. Billed receivables are stated at the amount expected to be collected and do not bear interest. The Company makes ongoing estimates relating to the collectability of billed receivables and maintains a reserve for estimated losses resulting from the inability of its clients to meet its financial obligations to the Company. This reserve is primarily based on the level of past-due accounts based on the contractual terms of the receivables; the Company's history of write-offs; and its relationships with, and the economic status of, its clients. Unbilled receivables relate to claims for which the Company's customers have received economic value and for which they acknowledge that the unbilled receivable has been earned but has not yet been billed. The Company typically invoices the customer in the subsequent month. The Company includes unbilled receivables and refund liabilities in determining revenue. Contract assets will be recorded if a performance obligation is satisfied (and revenue recognized), but PRGX is not entitled to payment until other conditions as specified in the contract are met. Contract liabilities are recognized when consideration is received and PRGX has not yet transferred the goods or services to the customer. PRGX refers to this as deferred revenue. The Company derives a relatively small portion of revenue on a fee-for-service basis whereby billing is based upon a fixed fee, a fee per unit of time, or a fee per other unit of service. The Company recognizes revenue for these types of services when the core principles for revenue recognition have been met. Refund Liabilities Refund liabilities result from reductions in the economic value previously received by our clients with respect to vendor claims identified by us and for which we previously have recognized revenue. We compute the estimate of our refund liabilities at any given time based on actual historical refund data. We record periodic changes in refund liabilities as adjustments to revenue. On an on-going basis, we evaluate our estimates and judgments, including those related to refund liabilities. We base our estimates and judgments on historical experience, information available prior to the issuance of the consolidated financial statements and on various other factors that we believe to be reasonable under the circumstances. This information forms the basis for our judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Materially different results can occur as circumstances change and additional information becomes known, including changes in those estimates not deemed “critical." Change in Accounting Estimate An integral component of the methodology used to determine the refund liability includes applying a trendline to historical payback data extracted from our claims-tracking systems. As part of our on-going review of this process, we determined that a better correlation exists between the extracted data points and this trendline when the line takes the form of a cubic polynomial rather than our historical approach of a natural logarithm. As a result, effective in the interim period ended June 30, 2018, the Company refined its methodology to incorporate this new trendline for the estimation of refunds expected to occur in future periods. The resulting financial impact was an increase to net income for the quarter ended June 30, 2018 of $542,000 compared to net income for the quarter using the former method which utilized a logarithmic plot. Impact of Recently Issued Accounting Standards A summary of the new accounting standards issued by the FASB and included in the ASC that apply to PRGX is included below: Adopted by the Company in Fiscal Year 2018 FASB ASC Update No. 2014-09 - In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606), as later amended, which resulted in a new accounting standard Revenue from Contracts with Customers (Topic 606) , which supersedes the revenue recognition requirements in ASC 605, Revenue Recognition. The new revenue recognition standard requires entities to recognize revenue in a way that depicts the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. ASU 2014-09 has replaced most existing revenue recognition guidance within GAAP. The new standard became effective for the Company on January 1, 2018 and was adopted by the Company on that date. The adoption of this standard did not have a material impact on the Company’s consolidated financial statements utilizing the modified retrospective approach. Accounting Standards Not Yet Adopted FASB ASU No. 2018-07 - In June 2018, the FASB issued ASU 2018-07, Compensation-Stock Compensation (Topic 718)-Improvements to Nonemployee Share-Based Payment Accounting, which expands the scope of Topic 718 to include share-based payment transactions for acquiring goods and services from non-employees. ASU 2018-07 will become effective for the Company in the first quarter of 2019, including interim periods within that fiscal year. Early adoption is permitted but no earlier than an entity’s adoption date of Topic 606. The Company is currently assessing the impact the adoption this standard will have on its consolidated financial statements. FASB ASU No. 2016-02 - In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). ASU 2018-01, Leases (Topic 842), issued in January 2018, provides a practical expedient for land easements. This 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. This 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. ASU 2016-02 was subsequently amended by FASB ASU No. 2018-10 - Codification Improvements to Topic 842, Leases, which was issued in July 2018 to increase stakeholders' awareness of the amendments and to expedite the improvements. This standard will become effective for the Company in the first quarter of 2019. We are working towards establishing policies, updating our processes, and implementing necessary changes to data and processes to be able to comply with the new requirements. The Company is currently assessing the impact the adoption of this standard will have on its consolidated financial statements through the date of adoption. FASB ASU No. 2018-03 - In February 2018, the FASB issued ASU No. 2018-03, Technical Corrections and Improvements to Financial Instruments-Overall (Subtopic 825-10) , which clarified certain aspects of the previously issued ASU 2016-01 issued in January 2016. This standard updates ASU guidance on the classification and measurement of financial instruments, including significant revisions in accounting related to the classification and measurement of investments in equity securities and presentation of certain fair value changes for financial liabilities when the fair value option is elected. This ASU requires equity securities to be measured at fair value with changes in fair value recognized through net earnings and amends certain disclosure requirements associated with the fair value of financial instruments. In the period of adoption, the Company is required to reclassify the unrealized gains/losses on equity securities within accumulated other comprehensive income (loss) to retained earnings. The amendment will be effective for the Company in the third quarter of 2018. The Company does not expect the adoption of this standard to have a material impact on its consolidated financial statements. |
Earnings (Loss) Per Common Shar
Earnings (Loss) Per Common Share | 6 Months Ended |
Jun. 30, 2018 | |
Earnings Per Share [Abstract] | |
Earnings (Loss) Per Common Share | Loss Per Common Share The following table sets forth the computations of basic and diluted loss per common share for the three and six months ended June 30, 2018 and 2017 (in thousands, except per share data): Three Months Ended June 30, Six Months Ended June 30, Basic loss per common share: 2018 2017 2018 2017 Numerator: Net loss from continuing operations $ (2,880 ) $ (325 ) $ (5,208 ) $ (2,173 ) Net loss from discontinued operations $ (26 ) $ (349 ) $ (359 ) $ (685 ) Denominator: Weighted-average common shares outstanding 23,283 22,227 22,930 22,087 Basic and diluted loss per common share from continuing operations $ (0.13 ) $ (0.01 ) $ (0.23 ) $ (0.10 ) Basic and diluted loss per common share from discontinued operations $ — $ (0.02 ) $ (0.01 ) $ (0.03 ) Total basic and diluted loss per common share $ (0.13 ) $ (0.03 ) $ (0.24 ) $ (0.13 ) For all periods presented, basic and diluted net loss per share are the same, as any additional common stock equivalents would be anti-dilutive. As of June 30, 2018 and 2017, there were 3.2 million and 1.8 million , respectively, anti-dilutive stock options that were excluded from the calculation of weighted average diluted common shares outstanding. As of June 30, 2018 and 2017, there were 0.6 million and 0.9 million , respectively, restricted stock units excluded from the calculation of weighted average diluted common shares outstanding. The Company repurchased no shares of its common stock under its stock repurchase program during the three and six months ended June 30, 2018 and 2017 . Pursuant to exercises of outstanding stock options, the Company issued 158,303 shares of its common stock having a value of approximately $1.5 million in the three months ended June 30, 2018 and 485,375 shares of its common stock having a value of approximately $4.3 million during the six months ended June 30, 2018 . In connection with stock option exercises, the Company issued 82,993 shares of its common stock having a value of approximately $0.5 million in the three months ended June 30, 2017 and 167,460 shares of its common stock having a value of approximately $1.1 million in the six months ended June 30, 2017 . |
Stock-Based Compensation
Stock-Based Compensation | 6 Months Ended |
Jun. 30, 2018 | |
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 outstanding equity awards have been granted, the 2008 Equity Incentive Plan ("2008 EIP") and the 2017 Equity Incentive Compensation Plan ("2017 EICP") (collectively, the "Plans"). No additional awards may be granted under the 2008 EIP. Awards granted outside of the Plans are referred to as inducement awards. During the three and six months ended June 30, 2018, grants were made to the Company's key employees and directors. The grants included stock options, nonvested stock awards including restricted stock, restricted stock units, performance-based restricted stock units ("PBUs") and stock appreciation rights ("SARs"). Summary of the Company's 2018 Grant Activity The following is a summary of grant activity for the three months ended June 30, 2018 (in thousands, except number of awards): Three Months Ended June 30, 2018 # of Awards Granted Grant Date Fair Value Stock options 220,000 $ 681 Restricted stock 285,885 2,739 Restricted stock units 78,506 747 PBUs 222,407 2,134 SARs 303,125 564 1,109,923 $ 6,865 The awards granted in the three months ended June 30, 2018 had the following terms: • The stock options vest over three years in approximately equal annual installments commencing one year after the grant date. • The 265,781 shares of restricted stock and 34,065 restricted stock units granted to the Company’s key employees vest over three years in approximately equal annual installments commencing one year after the grant date. The awards granted to the Company’s directors included 20,104 shares of restricted stock and 44,441 restricted stock units that vest on the later of (i) June 26, 2019 or (ii) the date of, and immediately prior to, the Company's 2019 Annual Meeting of Shareholders. • The vesting of the PBUs is subject to the satisfaction of certain specified financial performance conditions for the two-year performance period ending December 31, 2019. PBUs that vest will be settled in shares of the Company's common stock. Stock-based compensation expense for these PBUs is being recognized at target, as if 100% of the awards will vest. • The SARs will vest on March 1, 2020. Upon vesting, 25% of the SARs may be exercised on the last day of each of the first, second and third calendar quarters in 2020. Within 30 days after the SARs are exercised, the Company must settle the exercised SARs in a cash payment equal to the excess of (i) the lesser of the fair market value, as of the date on which the SARs are exercised, or $18 per share, over (ii) $9.60 per share, less any applicable tax withholding. Vested SARs not exercised during any previous quarter will remain outstanding and be automatically exercised as of December 31, 2020. The following is a summary of grant activity for the six months ended June 30, 2018 (in thousands, except number of awards): Six Months Ended June 30, 2018 # of Awards Granted Grant Date Fair Value Stock options 395,000 $ 1,122 Restricted stock 306,385 2,901 Restricted stock units 78,506 747 PBUs 253,157 2,377 SARs 303,125 564 1,336,173 $ 7,711 The awards granted in the six months ended June 30, 2018 had the same terms as those described above, except that the vesting of PBU awards granted prior to the second quarter of 2018 have: • Vesting criteria that is subject to satisfaction of certain specified financial performance conditions for the two -year performance period ending December 31, 2018. Any of these PBUs that vest will also be settled in shares of the Company's common stock. Stock-based compensation expense for these PBUs is being recognized at target, as if 100% of these awards will vest. Additional Information As of June 30, 2018 , there were approximately 2.8 million shares available for future grant under the 2017 EICP. Stock-based compensation expense for the three months ended June 30, 2018 and 2017 was $0.9 million and $1.7 million , respectively, and $2.8 million and $3.2 million for the six months ended June 30, 2018 and 2017 , respectively, and is included in Selling, general and administrative expenses in the Company's Condensed Consolidated Statement of Operations. As of June 30, 2018 , there was $10.3 million of unrecognized stock-based compensation expense related to the Company's equity awards which will be recognized over approximately 2.2 years . On June 30, 2018 , SARs covering 200,000 shares of the Company's common stock vested and became payable in cash in a lump sum equal to $1.0 million (less applicable tax withholding), which represents the excess of the fair market value, as of June 30, 2018, of the shares of the Company's common stock over $4.71 , the fair market value (closing price) of the Company's common stock on the date of grant, April 27, 2016. This payment was made in July 2018. During the six months ended June 30, 2018, the Company issued 483,623 shares of common stock and paid $5.4 million in long-term incentive compensation related to the vesting of PBU awards granted in 2016. |
Operating Segments and Related
Operating Segments and Related Information | 6 Months Ended |
Jun. 30, 2018 | |
Segment Reporting [Abstract] | |
Operating Segments and Related Information | Operating Segments and Related Information The Company conducts its 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, spend analytics, PRGX OPTIX ® , supplier information management ("SIM") services 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. Revenue is recognized from historical claims when performance obligations are satisfied. The Company will continue to incur certain expenses and may realize additional revenue until the wind-down of this business is complete. As a result, the Healthcare Claims Recovery Audit services business has been reported as Discontinued Operations in accordance with GAAP. The following table presents the discontinued operations of the Healthcare Claims Recovery Audit services business in the Consolidated Statement of Operations, for the three and six months ended June 30, 2018 and 2017 (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2018 2017 2018 2017 Revenue $ 157 $ — $ 157 $ — Cost of sales 183 342 512 676 Selling, general and administrative expense — 5 3 5 Depreciation and amortization — 2 1 4 Loss from discontinued operations before income taxes $ (26 ) $ (349 ) $ (359 ) $ (685 ) Income tax expense — — — — Net loss from discontinued operations $ (26 ) $ (349 ) $ (359 ) $ (685 ) The following table presents the discontinued operations of the Healthcare Claims Recovery Audit services business in the Consolidated Statements of Cash Flows, for the six months ended June 30, 2018 and 2017 (in thousands): Six Months Ended June 30, 2018 2017 Net cash used in operating activities $ (359 ) $ (685 ) Net cash used in investing activities — — Net cash provided by financing activities — — Increase in cash and cash equivalents $ (359 ) $ (685 ) The Company evaluates the performance of its reportable segments based upon revenue and measures of profit or loss referred to as EBITDA and Adjusted EBITDA. The Company defines 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. The Company does not have any inter-segment revenue. Segment information for the three and six months ended June 30, 2018 and 2017 (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, 2018 Revenue, net of refund liabilities $ 28,912 $ 11,445 $ 1,745 $ — $ 42,102 Net loss from continuing operations (2,880 ) Income tax expense 189 Interest expense, net 486 EBIT $ 4,598 $ 1,669 $ (1,058 ) $ (7,414 ) $ (2,205 ) Depreciation of property and equipment 1,719 206 435 — 2,360 Amortization of intangible assets 436 38 390 — 864 EBITDA $ 6,753 $ 1,913 $ (233 ) $ (7,414 ) $ 1,019 Other loss (income) — 56 — (51 ) 5 Foreign currency transaction losses (gains) on short-term intercompany balances 149 905 13 (187 ) 880 Transformation severance and related expenses 486 472 — 357 1,315 Stock-based compensation — — — 873 873 Adjusted EBITDA $ 7,388 $ 3,346 $ (220 ) $ (6,422 ) $ 4,092 Recovery Audit Services – Americas Recovery Audit Services – Europe/Asia- Pacific Adjacent Services Corporate Support Total Three Months Ended June 30, 2017 Revenue, net of refund liabilities $ 26,553 $ 10,773 $ 1,184 $ — $ 38,510 Net loss from continuing operations (325 ) Income tax expense 879 Interest expense, net 48 EBIT $ 5,586 $ 3,057 $ (1,913 ) $ (6,128 ) $ 602 Depreciation of property and equipment 779 152 178 — 1,109 Amortization of intangible assets 328 — 394 — 722 EBITDA $ 6,693 $ 3,209 $ (1,341 ) $ (6,128 ) $ 2,433 Other loss — — 5 — 5 Foreign currency transaction (gains) losses on short-term intercompany balances (78 ) (937 ) (2 ) 60 (957 ) Transformation severance and related expenses 187 82 45 1 315 Stock-based compensation — — — 1,688 1,688 Adjusted EBITDA $ 6,802 $ 2,354 $ (1,293 ) $ (4,379 ) $ 3,484 Recovery Audit Services – Americas Recovery Audit Services – Europe/Asia- Pacific Adjacent Services Corporate Support Total Six Months Ended June 30, 2018 Revenue, net of refund liabilities $ 54,870 $ 21,472 $ 2,481 $ — $ 78,823 Net loss from continuing operations (5,208 ) Income tax expense 976 Interest expense, net 884 EBIT $ 10,323 $ 3,217 $ (2,779 ) $ (14,109 ) $ (3,348 ) Depreciation of property and equipment 2,616 348 619 — 3,583 Amortization of intangible assets 773 99 780 — 1,652 EBITDA $ 13,712 $ 3,664 $ (1,380 ) $ (14,109 ) $ 1,887 Other loss (income) — 105 (88 ) 17 Foreign currency transaction losses (gains) on short-term intercompany balances 206 676 4 (226 ) 660 Transformation severance and related expenses 549 1,015 68 357 1,989 Stock-based compensation — — — 2,818 2,818 Adjusted EBITDA $ 14,467 $ 5,460 $ (1,308 ) $ (11,248 ) $ 7,371 Recovery Audit Services – Americas Recovery Audit Services – Europe/Asia- Pacific Adjacent Services Corporate Support Total Six Months Ended June 30, 2017 Revenue, net of refund liabilities $ 50,936 $ 18,604 $ 2,539 $ — $ 72,079 Net loss from continuing operations (2,173 ) Income tax expense 1,506 Interest expense, net 85 EBIT $ 11,571 $ 3,466 $ (3,655 ) $ (11,964 ) $ (582 ) Depreciation of property and equipment 1,689 292 348 — 2,329 Amortization of intangible assets 657 — 787 — 1,444 EBITDA $ 13,917 $ 3,758 $ (2,520 ) $ (11,964 ) $ 3,191 Other income (193 ) (1 ) (194 ) Foreign currency transaction gains on short-term intercompany balances (241 ) (1,189 ) (4 ) (75 ) (1,509 ) Transformation severance and related expenses 264 221 45 369 899 Stock-based compensation — — — 3,254 3,254 Adjusted EBITDA $ 13,940 $ 2,790 $ (2,672 ) $ (8,417 ) $ 5,641 |
Debt
Debt | 6 Months Ended |
Jun. 30, 2018 | |
Debt Disclosure [Abstract] | |
Debt | Debt The Company has adopted ASU 2015-03, Interest - Simplifying the Presentation of Debt Issuance Costs . ASU 2015-03 changed the presentation of debt issuance costs on the balance sheet by requiring that they be presented as a direct deduction from the related debt liability, rather than represented as a separate asset. As a result, the Company’s deferred financing costs are reflected in Long-term debt, excluding current portion on the Company’s Consolidated Balance Sheets for all periods presented. Long-term debt as of June 30, 2018 and December 31, 2017 consists of the following (in thousands): As of June 30, As of December 31, 2018 2017 Gross DFC (1) Net Gross DFC (1) Net Revolving Facility $ 17,600 $ (99 ) $ 17,501 $ 13,600 $ (131 ) $ 13,469 Capital lease obligations 90 — 90 105 — 105 Total debt 17,690 (99 ) 17,591 13,705 (131 ) 13,574 Less: Current portion of long-term debt 48 — 48 48 — 48 Long-term debt, excluding current portion $ 17,642 $ (99 ) $ 17,543 $ 13,657 $ (131 ) $ 13,526 (1) DFC refers to deferred financing costs related to the Company's long-term debt. On January 19, 2010, the Company entered into a four -year revolving credit and term loan agreement with SunTrust Bank (“SunTrust”). The SunTrust credit facility initially consisted of a $15.0 million committed revolving credit facility and a $15.0 million term loan. The SunTrust credit facility is guaranteed by PRGX and all of its material domestic subsidiaries and is secured by substantially all of the Company's assets. The SunTrust credit facility has been modified from time to time through various amendments since January 2010. Included in these amendments was the refinancing of the committed credit facility in 2014, and clarification of certain definitions and other terms of the facility in 2016. The refinancing resulted in an extended maturity date of December 23, 2017, as well as a lower interest rate. Pursuant to the December 2014 amendment, the credit facility would bear interest at a rate per annum comprised of a specified index rate based on one-month LIBOR, plus an applicable margin ( 1.75% per annum). The index rate was determined as of the first business day of each calendar month. PRGX must pay a commitment fee, payable quarterly, on the unused portion of the credit facility. On May 4, 2017, the Company entered into an amendment of the SunTrust credit facility, that, among other things, (i) increased the aggregate principal amount of the committed revolving credit facility from $20.0 million to $35.0 million through December 31, 2018, which will be reduced to $30.0 million thereafter, (ii) extended the maturity date of the credit facility to December 31, 2019, (iii) added customary provisions to reflect European Union “bail-in” directive compliance language, and (iv) modified the financial covenants applicable to the Company during the remaining term of the credit facility by (A) revising the maximum leverage ratio and minimum fixed charge coverage ratio and (B) adding an additional financial covenant requiring the Company to maintain a minimum amount of consolidated adjusted EBITDA. In addition, the applicable margin used to determine the interest rate per annum on outstanding borrowings under the credit facility, and the ongoing commitment fee payable on the unused portion of the revolving credit facility commitment, both of which previously had been fixed percentages per annum, were amended and both now will vary based upon the Company's quarterly leverage ratio calculation under the SunTrust credit facility. The applicable margin per annum on interest accruing on all borrowings under the credit facility outstanding on or after May 4, 2017, and the applicable percentage per annum commitment fee accruing on and after that date, respectively will be determined as follows: Pricing Level Leverage Ratio Applicable Margin for LIBOR Index Rate Loans Applicable Margin for Base Rate Loans Applicable Percentage for Commitment Fee I Less than 1.25:1.00 2.25% per annum 1.25% per annum 0.250% per annum II Greater than or equal to 1.25:1.00 but less than 1.75:1.00 2.50% per annum 1.50% per annum 0.375% per annum III Greater than or equal to 1.75:1.00 2.75% per annum 1.75% per annum 0.375% per annum On March 21, 2018, the SunTrust credit facility was amended with respect to the calculation of consolidated adjusted EBITDA for financial covenant compliance. The debt covenant calculation was modified to include the cash component of stock-based compensation for 2017. As of June 30, 2018 , there was $17.6 million in debt outstanding under the revolving SunTrust credit facility that will be due December 31, 2019. The amount available for additional borrowing under the revolving SunTrust credit facility was $17.4 million as of June 30, 2018 . Based on the terms of the credit facility, as amended, the applicable interest rate at June 30, 2018 was approximately 4.23% . As of June 30, 2018 , the Company was required to pay a commitment fee of 0.25% per annum, payable quarterly, on the unused portion of the revolving SunTrust credit facility. The SunTrust credit facility includes customary affirmative, negative, and financial covenants binding on the Company, including delivery of financial statements and other reports, conduct of business, 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 set forth maximum leverage and minimum fixed charge coverage ratios and require maintenance of a minimum amount of consolidated adjusted 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 the SunTrust credit facility as of June 30, 2018 . Future Commitments The following is a summary of the combined principal maturities of all long-term debt and principal payments to be made under the Company’s capital lease agreements for each of the fiscal years presented in the table below (in thousands): Year Ended December 31 2018 $ 24 2019 17,656 2020 10 Total $ 17,690 |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 6 Months Ended |
Jun. 30, 2018 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company records cash equivalents at cost, which approximates fair market value. The carrying values for receivables from clients, unbilled receivables, accounts payable, deferred revenue and other accrued liabilities reasonably approximate fair market value due to the nature of the financial instrument and the short-term maturity of these items. The Company records bank debt, if any, as of the period end date based on the effective borrowing rate and repayment terms when originated. The Company had $17.6 million in bank debt outstanding as of June 30, 2018 and $13.6 million in bank debt outstanding as of December 31, 2017 . The Company believes the carrying value of the bank debt approximates its fair value. The Company considers the factors used in determining the fair value of this debt to be Level 3 inputs (significant unobservable inputs). The Company had $5.4 million of business acquisition obligations as of June 30, 2018 , and $8.9 million of business acquisition obligations as of December 31, 2017 . The Company's business acquisition obligations represent the estimated fair value of the deferred consideration and projected earn-out payments due as of the end of the reporting period. The Company determines the estimated fair value of business acquisition obligations based on its projections of future revenue and profits or other factors used in the calculation of the ultimate payment(s) to be made. The discount rate that the Company uses to value the liability is based on specific business risk, cost of capital, and other factors. The Company considers these factors to be Level 3 inputs (significant unobservable inputs). The Company states certain assets at fair value on a nonrecurring basis as required by GAAP. Generally, these assets are recorded at fair value on a nonrecurring basis as a result of impairment charges. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Legal Proceedings The Company is 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 the Company's financial position, results of operations or cash flows. |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2018 | |
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 the Company's uncertain tax positions and determining its provision for income taxes. In addition, the Company is subject to the continuous examination of its income tax returns by the Internal Revenue Service in the U.S. and other tax authorities. The Company regularly assesses the likelihood of adverse outcomes resulting from these examinations to determine the adequacy of its provision for income taxes. The Company applies 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. PRGX refers to GAAP for guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. In accordance with FASB ASC 740, the Company's 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 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. |
Business Acquisition
Business Acquisition | 6 Months Ended |
Jun. 30, 2018 | |
Business Combinations [Abstract] | |
Business Acquisition | Business Acquisition Cost & Compliance Associates In February 2017, the Company completed the acquisition of substantially all of the assets of Cost & Compliance Associates, LLC and Cost & Compliance Associates Limited (collectively “C&CA”). C&CA was a commercial recovery audit and contract compliance firm with operations in the U.S. and the U.K. This acquisition was a strategic fit with the Company's then existing operations. The Company acquired substantially all of the assets of C&CA for approximately $10.0 million in cash plus potential earnout consideration of up to $8.0 million . The actual payment of the earnout consideration is based on achieving certain financial targets over a two-year period that commenced on March 1, 2017 and will conclude on February 28, 2019. Management estimated that the fair value of the earnout consideration was approximately $5.9 million at the date of acquisition. During the three and six months ended June 30, 2018 , the Company recognized accretion of $0.3 million and $0.6 million , respectively, on the fair value of the earnout consideration which was included in Interest expense in the Consolidated Statements of Operations and increased the related contingent consideration liability. As of June 30, 2018 , the contingent consideration liability related to the C&CA acquisition was $3.4 million , which is included in current Business acquisition obligations in the Company's Consolidated Balance Sheets. The Company allocated the aggregate purchase price for C&CA to the net tangible and intangible assets acquired based on their fair values as of February 23, 2017. The Company based the allocation of the purchase price on a valuation for intangible assets and the carrying value for the remaining assets and liabilities, as the carrying value approximates their fair value. The Company recorded the excess of the purchase price over the net tangible and intangible assets as goodwill, which has been allocated and recognized as goodwill within the Company's Recovery Audit Services-Americas and Recovery Audit Services-Europe/Asia-Pacific business segments. The purchase price allocation for C&CA was completed in the first quarter of 2018. During the six months ended June 30, 2018 , the Company recorded an immaterial working capital adjustment to the purchase price allocation. The purchase price allocation was as follows (in thousands): Accounts receivable, net $ 1,641 Commissions receivable 48 Prepaid expenses 109 Other current assets, net 6 Intangible assets 10,923 Goodwill 3,534 Fixed assets, net 323 Accounts payable (125 ) Accrued commissions (537 ) Total consideration paid $ 15,922 Contingent consideration (5,954 ) Total cash paid $ 9,968 The intangible assets acquired were as follows (in thousands): Fair Value Remaining useful life Customer relationships $ 9,556 14 years Non-compete 1,232 4 years Trademarks 135 4 years $ 10,923 The revenue and net income associated with the assets acquired from C&CA for the six months ended June 30, 2018 and 2017 are presented below (in thousands) and included in the Company's Consolidated Statements of Operations. These amounts are not necessarily indicative of the results of operations that C&CA would have realized if it had continued to operate as a stand-alone company during the period presented, primarily due to costs that are now reflected in the Company's unallocated corporate costs and not allocated to C&CA. Six Months Ended June 30, 2018 June 30, 2017 Revenue $ 7,520 $ 4,650 Net income from continuing operations $ 916 $ 1,242 As required by ASC 805, the following unaudited pro forma Statements of Operations for the six months ended June 30, 2017 give effect to the C&CA acquisition as if it had been completed on January 1, 2016. The unaudited pro forma financial information is presented for illustrative purposes only and is not necessarily indicative of what the operating results would have been during the periods presented had the C&CA acquisition been completed on January 1, 2016. In addition, the unaudited pro forma financial information does not purport to project future operating results. The pro forma revenue and net loss do not reflect: (1) any anticipated synergies (or costs to achieve synergies) or (2) the impact of non-recurring items directly related to the C&CA acquisition. The information presented below is in thousands: June 30, 2017 Revenue (pro forma) $ 72,918 Net loss income from continuing operations (pro forma) $ (2,843 ) |
Basis of Presentation (Policies
Basis of Presentation (Policies) | 6 Months Ended |
Jun. 30, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Impact of Recently Issued Accounting Standards | Impact of Recently Issued Accounting Standards A summary of the new accounting standards issued by the FASB and included in the ASC that apply to PRGX is included below: Adopted by the Company in Fiscal Year 2018 FASB ASC Update No. 2014-09 - In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606), as later amended, which resulted in a new accounting standard Revenue from Contracts with Customers (Topic 606) , which supersedes the revenue recognition requirements in ASC 605, Revenue Recognition. The new revenue recognition standard requires entities to recognize revenue in a way that depicts the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. ASU 2014-09 has replaced most existing revenue recognition guidance within GAAP. The new standard became effective for the Company on January 1, 2018 and was adopted by the Company on that date. The adoption of this standard did not have a material impact on the Company’s consolidated financial statements utilizing the modified retrospective approach. Accounting Standards Not Yet Adopted FASB ASU No. 2018-07 - In June 2018, the FASB issued ASU 2018-07, Compensation-Stock Compensation (Topic 718)-Improvements to Nonemployee Share-Based Payment Accounting, which expands the scope of Topic 718 to include share-based payment transactions for acquiring goods and services from non-employees. ASU 2018-07 will become effective for the Company in the first quarter of 2019, including interim periods within that fiscal year. Early adoption is permitted but no earlier than an entity’s adoption date of Topic 606. The Company is currently assessing the impact the adoption this standard will have on its consolidated financial statements. FASB ASU No. 2016-02 - In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). ASU 2018-01, Leases (Topic 842), issued in January 2018, provides a practical expedient for land easements. This 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. This 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. ASU 2016-02 was subsequently amended by FASB ASU No. 2018-10 - Codification Improvements to Topic 842, Leases, which was issued in July 2018 to increase stakeholders' awareness of the amendments and to expedite the improvements. This standard will become effective for the Company in the first quarter of 2019. We are working towards establishing policies, updating our processes, and implementing necessary changes to data and processes to be able to comply with the new requirements. The Company is currently assessing the impact the adoption of this standard will have on its consolidated financial statements through the date of adoption. FASB ASU No. 2018-03 - In February 2018, the FASB issued ASU No. 2018-03, Technical Corrections and Improvements to Financial Instruments-Overall (Subtopic 825-10) , which clarified certain aspects of the previously issued ASU 2016-01 issued in January 2016. This standard updates ASU guidance on the classification and measurement of financial instruments, including significant revisions in accounting related to the classification and measurement of investments in equity securities and presentation of certain fair value changes for financial liabilities when the fair value option is elected. This ASU requires equity securities to be measured at fair value with changes in fair value recognized through net earnings and amends certain disclosure requirements associated with the fair value of financial instruments. In the period of adoption, the Company is required to reclassify the unrealized gains/losses on equity securities within accumulated other comprehensive income (loss) to retained earnings. The amendment will be effective for the Company in the third quarter of 2018. The Company does not expect the adoption of this standard to have a material impact on its consolidated financial statements. |
Revenue Recognition | The Company has revised its accounting policy as it relates to the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014-09, Revenue from Contracts with Customers, and the subsequent amendments and modifications thereto. The revised policy requires the Company to recognize revenue in a way that depicts the transfer of promised goods or services to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services. To adhere to this core principle, the Company applies the following five steps: (a) identify contract(s) with a customer; (b) identify the performance obligations in a contract; (c) determine the transaction price; (d) allocate the transaction price to the performance obligations in a contract; and (e) recognize revenue when (or as) performance obligations are satisfied. The Company determines that the performance obligations have been satisfied when its customers obtain control of the goods or services as evidenced by the customer’s ability to direct the use, or the ability to receive substantially all of the remaining economic benefit, of the contract assets. Additionally, for purposes of determining the appropriate timing of recognition, revenue will be recognized over time or at a point in time based on an evaluation of the specific criteria that is to be achieved to meet the performance obligations of each contract. The determination that the core principle for revenue recognition has been met, and the five steps have been applied appropriately, requires significant judgment. Management considers the application of this judgment to be critical in determining the appropriate amount of revenue to be recognized. The most critical judgments are required in the determination of the transaction price, the identification of the performance obligations within a contract, and the determination as to whether or not and to what extent such performance obligations have been satisfied. A misapplication of this judgment could result in inappropriate recognition of revenue. Revenue is recognized over time, on an invoice basis for the Company's recovery audit contracts, which is approximately 97% of consolidated revenue for the six -month period ended June 30, 2018 . The Company has adopted the Invoicing Expedient as provided for in FASB Accounting Standards Codification ("ASC") Topic 606, which allows for the recognition of revenue for an amount that an entity has a right to invoice its customer. It is management’s conclusion that the Company's right to consideration from its customers corresponds directly to the value provided to customers from its performance to-date, as represented by billable recoveries. A recovery is billable when it is determined that the customer has received the economic benefit from the service (generally through credits taken against existing accounts payable due to, or refund checks received from, the customer’s vendors). The manner in which a claim is recovered by a client often is dictated by industry practice. Many clients establish specific procedural guidelines that must be satisfied prior to submitting claims for client approval, and these guidelines are unique to each client. On occasion, it is possible that a transaction has met the core principle for revenue recognition, but the Company does not recognize revenue until the customary business practices and processes specific to that client have been completed. Historically, there has been a certain amount of recovery audit revenue with respect to which, even though the Company has met the requirements of its revenue recognition policy, its clients’ vendors ultimately have rejected the claims underlying the revenue. In that case, the Company's clients may request a refund or offset of such amount even though the fees may have been previously collected. The Company records any such refunds as a reduction of revenue. The Company provides refund liabilities for these reductions in the economic value previously received by its clients with respect to vendor claims that have been identified and for which revenue has been previously recognized. The Company computes an estimate of its refund liabilities at any given time based on actual historical refund data. Revenue is recognized over time for the Company's subscription services. Typically, implementation services, hosting services, unspecified upgrades, technical and support services, service level guarantees and subscription rights under contracts for subscription services are delivered concurrently and are therefore considered a single performance obligation. Generally, revenue will be recognized ratably over the subscription term as this represents the timing of when those services are transferred to the customer. The subscription term commences when the customer both has access to the software application and can benefit from its use. Revenue is recognized at a point in time for certain services provided on a fixed fee basis and over time for certain services performed on a fee per unit of time-basis or other unit of performance. The revenue recognition method is determined based on the specific criteria that is to be achieved to meet the performance obligations of each transaction within a contract. When a contract includes an option to acquire future goods or services that constitutes a material right to the customer, and those goods or services are similar to the original goods and services provided for in the contract, the Company has adopted the Practical Alternative as prescribed in ASC Topic 606 to estimate the standalone selling price of that option. Billed receivables are stated at the amount expected to be collected and do not bear interest. The Company makes ongoing estimates relating to the collectability of billed receivables and maintains a reserve for estimated losses resulting from the inability of its clients to meet its financial obligations to the Company. This reserve is primarily based on the level of past-due accounts based on the contractual terms of the receivables; the Company's history of write-offs; and its relationships with, and the economic status of, its clients. Unbilled receivables relate to claims for which the Company's customers have received economic value and for which they acknowledge that the unbilled receivable has been earned but has not yet been billed. The Company typically invoices the customer in the subsequent month. The Company includes unbilled receivables and refund liabilities in determining revenue. Contract assets will be recorded if a performance obligation is satisfied (and revenue recognized), but PRGX is not entitled to payment until other conditions as specified in the contract are met. Contract liabilities are recognized when consideration is received and PRGX has not yet transferred the goods or services to the customer. PRGX refers to this as deferred revenue. The Company derives a relatively small portion of revenue on a fee-for-service basis whereby billing is based upon a fixed fee, a fee per unit of time, or a fee per other unit of service. The Company recognizes revenue for these types of services when the core principles for revenue recognition have been met. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company records cash equivalents at cost, which approximates fair market value. The carrying values for receivables from clients, unbilled receivables, accounts payable, deferred revenue and other accrued liabilities reasonably approximate fair market value due to the nature of the financial instrument and the short-term maturity of these items. The Company records bank debt, if any, as of the period end date based on the effective borrowing rate and repayment terms when originated. The Company had $17.6 million in bank debt outstanding as of June 30, 2018 and $13.6 million in bank debt outstanding as of December 31, 2017 . The Company believes the carrying value of the bank debt approximates its fair value. The Company considers the factors used in determining the fair value of this debt to be Level 3 inputs (significant unobservable inputs). The Company had $5.4 million of business acquisition obligations as of June 30, 2018 , and $8.9 million of business acquisition obligations as of December 31, 2017 . The Company's business acquisition obligations represent the estimated fair value of the deferred consideration and projected earn-out payments due as of the end of the reporting period. The Company determines the estimated fair value of business acquisition obligations based on its projections of future revenue and profits or other factors used in the calculation of the ultimate payment(s) to be made. The discount rate that the Company uses to value the liability is based on specific business risk, cost of capital, and other factors. The Company considers these factors to be Level 3 inputs (significant unobservable inputs). The Company states certain assets at fair value on a nonrecurring basis as required by GAAP. Generally, these assets are recorded at fair value on a nonrecurring basis as a result of impairment charges. |
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 the Company's uncertain tax positions and determining its provision for income taxes. In addition, the Company is subject to the continuous examination of its income tax returns by the Internal Revenue Service in the U.S. and other tax authorities. The Company regularly assesses the likelihood of adverse outcomes resulting from these examinations to determine the adequacy of its provision for income taxes. The Company applies 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. PRGX refers to GAAP for guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. In accordance with FASB ASC 740, the Company's 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 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 Sh17
Earnings (Loss) Per Common Share (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Earnings Per Share [Abstract] | |
Computations of basic and diluted earnings (loss) per common share | The following table sets forth the computations of basic and diluted loss per common share for the three and six months ended June 30, 2018 and 2017 (in thousands, except per share data): Three Months Ended June 30, Six Months Ended June 30, Basic loss per common share: 2018 2017 2018 2017 Numerator: Net loss from continuing operations $ (2,880 ) $ (325 ) $ (5,208 ) $ (2,173 ) Net loss from discontinued operations $ (26 ) $ (349 ) $ (359 ) $ (685 ) Denominator: Weighted-average common shares outstanding 23,283 22,227 22,930 22,087 Basic and diluted loss per common share from continuing operations $ (0.13 ) $ (0.01 ) $ (0.23 ) $ (0.10 ) Basic and diluted loss per common share from discontinued operations $ — $ (0.02 ) $ (0.01 ) $ (0.03 ) Total basic and diluted loss per common share $ (0.13 ) $ (0.03 ) $ (0.24 ) $ (0.13 ) |
Stock-Based Compensation Stock-
Stock-Based Compensation Stock-Based Compensation (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Share-based Compensation, Activity | The following is a summary of grant activity for the six months ended June 30, 2018 (in thousands, except number of awards): Six Months Ended June 30, 2018 # of Awards Granted Grant Date Fair Value Stock options 395,000 $ 1,122 Restricted stock 306,385 2,901 Restricted stock units 78,506 747 PBUs 253,157 2,377 SARs 303,125 564 1,336,173 $ 7,711 The following is a summary of grant activity for the three months ended June 30, 2018 (in thousands, except number of awards): Three Months Ended June 30, 2018 # of Awards Granted Grant Date Fair Value Stock options 220,000 $ 681 Restricted stock 285,885 2,739 Restricted stock units 78,506 747 PBUs 222,407 2,134 SARs 303,125 564 1,109,923 $ 6,865 |
Operating Segments and Relate19
Operating Segments and Related Information (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Segment Reporting [Abstract] | |
Schedule of discontinued operations information | Three Months Ended June 30, Six Months Ended June 30, 2018 2017 2018 2017 Revenue $ 157 $ — $ 157 $ — Cost of sales 183 342 512 676 Selling, general and administrative expense — 5 3 5 Depreciation and amortization — 2 1 4 Loss from discontinued operations before income taxes $ (26 ) $ (349 ) $ (359 ) $ (685 ) Income tax expense — — — — Net loss from discontinued operations $ (26 ) $ (349 ) $ (359 ) $ (685 ) |
Segment information | The Company evaluates the performance of its reportable segments based upon revenue and measures of profit or loss referred to as EBITDA and Adjusted EBITDA. The Company defines 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. The Company does not have any inter-segment revenue. Segment information for the three and six months ended June 30, 2018 and 2017 (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, 2018 Revenue, net of refund liabilities $ 28,912 $ 11,445 $ 1,745 $ — $ 42,102 Net loss from continuing operations (2,880 ) Income tax expense 189 Interest expense, net 486 EBIT $ 4,598 $ 1,669 $ (1,058 ) $ (7,414 ) $ (2,205 ) Depreciation of property and equipment 1,719 206 435 — 2,360 Amortization of intangible assets 436 38 390 — 864 EBITDA $ 6,753 $ 1,913 $ (233 ) $ (7,414 ) $ 1,019 Other loss (income) — 56 — (51 ) 5 Foreign currency transaction losses (gains) on short-term intercompany balances 149 905 13 (187 ) 880 Transformation severance and related expenses 486 472 — 357 1,315 Stock-based compensation — — — 873 873 Adjusted EBITDA $ 7,388 $ 3,346 $ (220 ) $ (6,422 ) $ 4,092 Recovery Audit Services – Americas Recovery Audit Services – Europe/Asia- Pacific Adjacent Services Corporate Support Total Three Months Ended June 30, 2017 Revenue, net of refund liabilities $ 26,553 $ 10,773 $ 1,184 $ — $ 38,510 Net loss from continuing operations (325 ) Income tax expense 879 Interest expense, net 48 EBIT $ 5,586 $ 3,057 $ (1,913 ) $ (6,128 ) $ 602 Depreciation of property and equipment 779 152 178 — 1,109 Amortization of intangible assets 328 — 394 — 722 EBITDA $ 6,693 $ 3,209 $ (1,341 ) $ (6,128 ) $ 2,433 Other loss — — 5 — 5 Foreign currency transaction (gains) losses on short-term intercompany balances (78 ) (937 ) (2 ) 60 (957 ) Transformation severance and related expenses 187 82 45 1 315 Stock-based compensation — — — 1,688 1,688 Adjusted EBITDA $ 6,802 $ 2,354 $ (1,293 ) $ (4,379 ) $ 3,484 Recovery Audit Services – Americas Recovery Audit Services – Europe/Asia- Pacific Adjacent Services Corporate Support Total Six Months Ended June 30, 2018 Revenue, net of refund liabilities $ 54,870 $ 21,472 $ 2,481 $ — $ 78,823 Net loss from continuing operations (5,208 ) Income tax expense 976 Interest expense, net 884 EBIT $ 10,323 $ 3,217 $ (2,779 ) $ (14,109 ) $ (3,348 ) Depreciation of property and equipment 2,616 348 619 — 3,583 Amortization of intangible assets 773 99 780 — 1,652 EBITDA $ 13,712 $ 3,664 $ (1,380 ) $ (14,109 ) $ 1,887 Other loss (income) — 105 (88 ) 17 Foreign currency transaction losses (gains) on short-term intercompany balances 206 676 4 (226 ) 660 Transformation severance and related expenses 549 1,015 68 357 1,989 Stock-based compensation — — — 2,818 2,818 Adjusted EBITDA $ 14,467 $ 5,460 $ (1,308 ) $ (11,248 ) $ 7,371 Recovery Audit Services – Americas Recovery Audit Services – Europe/Asia- Pacific Adjacent Services Corporate Support Total Six Months Ended June 30, 2017 Revenue, net of refund liabilities $ 50,936 $ 18,604 $ 2,539 $ — $ 72,079 Net loss from continuing operations (2,173 ) Income tax expense 1,506 Interest expense, net 85 EBIT $ 11,571 $ 3,466 $ (3,655 ) $ (11,964 ) $ (582 ) Depreciation of property and equipment 1,689 292 348 — 2,329 Amortization of intangible assets 657 — 787 — 1,444 EBITDA $ 13,917 $ 3,758 $ (2,520 ) $ (11,964 ) $ 3,191 Other income (193 ) (1 ) (194 ) Foreign currency transaction gains on short-term intercompany balances (241 ) (1,189 ) (4 ) (75 ) (1,509 ) Transformation severance and related expenses 264 221 45 369 899 Stock-based compensation — — — 3,254 3,254 Adjusted EBITDA $ 13,940 $ 2,790 $ (2,672 ) $ (8,417 ) $ 5,641 |
Debt (Tables)
Debt (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | Long-term debt as of June 30, 2018 and December 31, 2017 consists of the following (in thousands): As of June 30, As of December 31, 2018 2017 Gross DFC (1) Net Gross DFC (1) Net Revolving Facility $ 17,600 $ (99 ) $ 17,501 $ 13,600 $ (131 ) $ 13,469 Capital lease obligations 90 — 90 105 — 105 Total debt 17,690 (99 ) 17,591 13,705 (131 ) 13,574 Less: Current portion of long-term debt 48 — 48 48 — 48 Long-term debt, excluding current portion $ 17,642 $ (99 ) $ 17,543 $ 13,657 $ (131 ) $ 13,526 (1) DFC refers to deferred financing costs related to the Company's long-term debt. |
Schedule of Line of Credit Facilities | The applicable margin per annum on interest accruing on all borrowings under the credit facility outstanding on or after May 4, 2017, and the applicable percentage per annum commitment fee accruing on and after that date, respectively will be determined as follows: Pricing Level Leverage Ratio Applicable Margin for LIBOR Index Rate Loans Applicable Margin for Base Rate Loans Applicable Percentage for Commitment Fee I Less than 1.25:1.00 2.25% per annum 1.25% per annum 0.250% per annum II Greater than or equal to 1.25:1.00 but less than 1.75:1.00 2.50% per annum 1.50% per annum 0.375% per annum III Greater than or equal to 1.75:1.00 2.75% per annum 1.75% per annum 0.375% per annum |
Schedule of Future Minimum Lease Payments for Capital Leases | The following is a summary of the combined principal maturities of all long-term debt and principal payments to be made under the Company’s capital lease agreements for each of the fiscal years presented in the table below (in thousands): Year Ended December 31 2018 $ 24 2019 17,656 2020 10 Total $ 17,690 |
Business Acquisition (Tables)
Business Acquisition (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Business Combinations [Abstract] | |
Schedule of recognized identified assets acquired and liabilities assumed | The purchase price allocation was as follows (in thousands): Accounts receivable, net $ 1,641 Commissions receivable 48 Prepaid expenses 109 Other current assets, net 6 Intangible assets 10,923 Goodwill 3,534 Fixed assets, net 323 Accounts payable (125 ) Accrued commissions (537 ) Total consideration paid $ 15,922 Contingent consideration (5,954 ) Total cash paid $ 9,968 |
Schedule of Finite-Lived Intangible Assets Acquired as Part of Business Combination | The intangible assets acquired were as follows (in thousands): Fair Value Remaining useful life Customer relationships $ 9,556 14 years Non-compete 1,232 4 years Trademarks 135 4 years $ 10,923 |
Schedule of Business Acquisitions, by Acquisition | The revenue and net income associated with the assets acquired from C&CA for the six months ended June 30, 2018 and 2017 are presented below (in thousands) and included in the Company's Consolidated Statements of Operations. These amounts are not necessarily indicative of the results of operations that C&CA would have realized if it had continued to operate as a stand-alone company during the period presented, primarily due to costs that are now reflected in the Company's unallocated corporate costs and not allocated to C&CA. Six Months Ended June 30, 2018 June 30, 2017 Revenue $ 7,520 $ 4,650 Net income from continuing operations $ 916 $ 1,242 |
Business acquisition, pro forma information | The pro forma revenue and net loss do not reflect: (1) any anticipated synergies (or costs to achieve synergies) or (2) the impact of non-recurring items directly related to the C&CA acquisition. The information presented below is in thousands: June 30, 2017 Revenue (pro forma) $ 72,918 Net loss income from continuing operations (pro forma) $ (2,843 ) |
Earnings (Loss) Per Common Sh22
Earnings (Loss) Per Common Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Numerator: | ||||
Net loss from continuing operations | $ (2,880) | $ (325) | $ (5,208) | $ (2,173) |
Net loss from discontinued operations | $ (26) | $ (349) | $ (359) | $ (685) |
Denominator: | ||||
Weighted-average common shares outstanding (shares) | 23,283 | 22,227 | 22,930 | 22,087 |
Basic loss per common share from continuing operations (in usd per share) | $ (0.13) | $ (0.01) | $ (0.23) | $ (0.10) |
Basic loss per common share from discontinued operations (in usd per share) | 0 | (0.02) | (0.01) | (0.03) |
Total basic loss per common share (in usd per share) | $ (0.13) | $ (0.03) | $ (0.24) | $ (0.13) |
Earnings (Loss) Per Common Sh23
Earnings (Loss) Per Common Share - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share and Other Significant Changes in Shares [Line Items] | ||||
Amount of shares repurchased (shares) | 0 | |||
Amount of shares issued (shares) | 158,303 | 82,993 | 485,375 | 167,460 |
Amount of shares issued | $ 1.5 | $ 0.5 | $ 4.3 | $ 1.1 |
Employee Stock 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 | |||
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) | 1,800,000 | 600,000 | 900,000 |
Stock-Based Compensation Stoc24
Stock-Based Compensation Stock-Based Compensation Grant Date Fair Value (Details) - $ / shares $ / shares in Thousands | 3 Months Ended | 6 Months Ended |
Jun. 30, 2018 | Jun. 30, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Net of Forfeitures | 220,000 | 395,000 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value | $ 681 | $ 1,122 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Intruments Options and Other Than Options, Grants In Period | 1,109,923 | 1,336,173 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments and Equity Instruments Other than Options, Grants In Period, Weighted Average Grant Date Fair Value | $ 6,865 | $ 7,711 |
Restricted Stock [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 285,885 | 306,385 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value | $ 2,739 | $ 2,901 |
Restricted Stock Units (RSUs) [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 78,506 | 78,506 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value | $ 747 | $ 747 |
Performance Shares [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 222,407 | 253,157 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value | $ 2,134 | $ 2,377 |
Stock Appreciation Rights (SARs) [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 303,125 | 303,125 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value | $ 564 | $ 564 |
Stock-Based Compensation - Narr
Stock-Based Compensation - Narrative (Details) $ / shares in Units, $ in Millions | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2018USD ($)$ / sharesshares | Jun. 30, 2017USD ($) | Jun. 30, 2018USD ($)compensation_plan$ / sharesshares | Jun. 30, 2017USD ($) | Dec. 31, 2017shares | |
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value, Less Tax Withholding | $ / shares | $ 9.60 | ||||
Number of stock-based compensation plans | compensation_plan | 2 | ||||
Shares granted | $ / shares | $ 681,000 | $ 1,122,000 | |||
Shares available for grant (in shares) | 2,800,000 | 2,800,000 | |||
Compensation expense | $ | $ 0.9 | $ 1.7 | $ 2.8 | $ 3.2 | |
Nonvested awards compensation costs not yet recognized | $ | $ 10.3 | $ 10.3 | |||
Nonvested awards, compensation costs not yet recognized, period for recognition | 2 years 2 months 12 days | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Option Vesting Period | 2 years | ||||
Common Stock, Fair Market Value | $ / shares | $ 4.71 | $ 4.71 | |||
Common Stock, Shares, Issued | 23,470,622 | 23,470,622 | 22,419,417 | ||
Performance Shares [Member] | |||||
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | |||||
Compensation expense | $ | $ 5.4 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 222,407 | 253,157 | |||
Common Stock, Shares, Issued | 483,623 | 483,623 | |||
Equity Option [Member] | |||||
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Delayed Vesting Period From Grant Date | 1 year | ||||
Share-based Compensation Arrangement By Share-based Payment Award Options Vested And Expected To Vest, Outstanding Vesting Period | 3 years | ||||
Restricted Stock [Member] | |||||
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 285,885 | 306,385 | |||
Share-based Compensation Arrangement By Share-based Payment Award Options Vested And Expected To Vest, Outstanding Vesting Period | 3 years | ||||
Restricted Stock Units (RSUs) [Member] | |||||
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 78,506 | 78,506 | |||
Share-based Compensation Arrangement By Share-based Payment Award Options Vested And Expected To Vest, Outstanding Vesting Period | 3 years | ||||
Stock Appreciation Rights (SARs) [Member] | |||||
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 303,125 | 303,125 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period | 200,000 | ||||
Share-based Compensation Common Stock Vested Lump Sum | $ | $ 1 | ||||
Maximum [Member] | |||||
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value | $ / shares | $ 18 | $ 18 | |||
Key Employee [Member] | Restricted Stock [Member] | |||||
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 265,781 | ||||
Key Employee [Member] | Restricted Stock Units (RSUs) [Member] | |||||
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 34,065 | ||||
Director [Member] | Restricted Stock [Member] | |||||
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 20,104 | ||||
Director [Member] | Restricted Stock Units (RSUs) [Member] | |||||
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 44,441 | ||||
Share-based Compensation Award, Tranche Two [Member] | |||||
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | |||||
Stock Appreciation Rights Percentage Exercised | 25.00% | ||||
Share-based Compensation Award, Tranche Three [Member] | |||||
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | |||||
Stock Appreciation Rights Percentage Exercised | 25.00% | ||||
Share-based Compensation Award, Tranche One [Member] | |||||
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | |||||
Stock Appreciation Rights Percentage Exercised | 25.00% | ||||
Share-based Compensation Award, Tranche Four [Member] | |||||
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | |||||
Stock Appreciation Rights Percentage Exercised | 25.00% |
Operating Segments and Relate26
Operating Segments and Related Information - Narrative (Details) | 6 Months Ended |
Jun. 30, 2018segment | |
Segment Reporting [Abstract] | |
Number of reportable segments | 3 |
Operating Segments and Relate27
Operating Segments and Related Information - Results of Discontinued Operations (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Segment Reporting [Abstract] | ||||
Revenue | $ 157 | $ 0 | $ 157 | $ 0 |
Cost of sales | 183 | 342 | 512 | 676 |
Selling, general and administrative expense | 0 | 5 | 3 | 5 |
Depreciation and amortization | 0 | 2 | 1 | 4 |
Loss from discontinued operations before income taxes | (26) | (349) | (359) | (685) |
Income tax expense | 0 | 0 | 0 | 0 |
Net loss from discontinued operations | $ (26) | $ (349) | $ (359) | $ (685) |
Operating Segments and Relate28
Operating Segments and Related Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Segment information | ||||
Revenue, net of refund liabilities | $ 42,102 | $ 38,510 | $ 78,823 | $ 72,079 |
Net loss from continuing operations | (2,880) | (325) | (5,208) | (2,173) |
Income tax expense | 189 | 879 | 976 | 1,506 |
Interest expense, net | 486 | 48 | 884 | 85 |
EBIT | (2,205) | 602 | (3,348) | (582) |
Depreciation of property and equipment | 2,360 | 1,109 | 3,583 | 2,329 |
Amortization of intangible assets | 864 | 722 | 1,652 | 1,444 |
EBITDA | 1,019 | 2,433 | 1,887 | 3,191 |
Other loss (income) | 5 | 5 | 17 | (194) |
Foreign currency transaction losses (gains) on short-term intercompany balances | 880 | (957) | 660 | (1,509) |
Transformation severance and related expenses | 1,315 | 315 | 1,989 | 899 |
Stock-based compensation | 873 | 1,688 | 2,818 | 3,254 |
Adjusted EBITDA | 4,092 | 3,484 | 7,371 | 5,641 |
Recovery Audit Services - Americas [Member] | ||||
Segment information | ||||
Revenue, net of refund liabilities | 28,912 | 26,553 | 54,870 | 50,936 |
EBIT | 4,598 | 5,586 | 10,323 | 11,571 |
Depreciation of property and equipment | 1,719 | 779 | 2,616 | 1,689 |
Amortization of intangible assets | 436 | 328 | 773 | 657 |
EBITDA | 6,753 | 6,693 | 13,712 | 13,917 |
Other loss (income) | 0 | 0 | 0 | |
Foreign currency transaction losses (gains) on short-term intercompany balances | 149 | (78) | 206 | (241) |
Transformation severance and related expenses | 486 | 187 | 549 | 264 |
Stock-based compensation | 0 | 0 | 0 | 0 |
Adjusted EBITDA | 7,388 | 6,802 | 14,467 | 13,940 |
Recovery Audit Services - Europe/Asia-Pacific [Member] | ||||
Segment information | ||||
Revenue, net of refund liabilities | 11,445 | 10,773 | 21,472 | 18,604 |
EBIT | 1,669 | 3,057 | 3,217 | 3,466 |
Depreciation of property and equipment | 206 | 152 | 348 | 292 |
Amortization of intangible assets | 38 | 0 | 99 | 0 |
EBITDA | 1,913 | 3,209 | 3,664 | 3,758 |
Other loss (income) | 56 | 0 | 105 | |
Foreign currency transaction losses (gains) on short-term intercompany balances | 905 | (937) | 676 | (1,189) |
Transformation severance and related expenses | 472 | 82 | 1,015 | 221 |
Stock-based compensation | 0 | 0 | 0 | 0 |
Adjusted EBITDA | 3,346 | 2,354 | 5,460 | 2,790 |
Adjacent Services [Member] | ||||
Segment information | ||||
Revenue, net of refund liabilities | 1,745 | 1,184 | 2,481 | 2,539 |
EBIT | (1,058) | (1,913) | (2,779) | (3,655) |
Depreciation of property and equipment | 435 | 178 | 619 | 348 |
Amortization of intangible assets | 390 | 394 | 780 | 787 |
EBITDA | (233) | (1,341) | (1,380) | (2,520) |
Other loss (income) | 0 | 5 | (193) | |
Foreign currency transaction losses (gains) on short-term intercompany balances | 13 | (2) | 4 | (4) |
Transformation severance and related expenses | 0 | 45 | 68 | 45 |
Stock-based compensation | 0 | 0 | 0 | 0 |
Adjusted EBITDA | (220) | (1,293) | (1,308) | (2,672) |
Corporate Support [Member] | ||||
Segment information | ||||
EBIT | (7,414) | (6,128) | (14,109) | (11,964) |
Depreciation of property and equipment | 0 | 0 | 0 | 0 |
Amortization of intangible assets | 0 | 0 | 0 | 0 |
EBITDA | (7,414) | (6,128) | (14,109) | (11,964) |
Other loss (income) | (51) | 0 | (88) | (1) |
Foreign currency transaction losses (gains) on short-term intercompany balances | (187) | 60 | (226) | (75) |
Transformation severance and related expenses | 357 | 1 | 357 | 369 |
Stock-based compensation | 873 | 1,688 | 2,818 | 3,254 |
Adjusted EBITDA | $ (6,422) | $ (4,379) | $ (11,248) | $ (8,417) |
Operating Segments and Relate29
Operating Segments and Related Information Operating Segments and Related Information - Discontinued Statement of Cash Flows (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2017 | |
Segment Reporting [Abstract] | ||
Cash Provided by (Used in) Operating Activities, Discontinued Operations | $ (359) | $ (685) |
Cash Provided by (Used in) Investing Activities, Discontinued Operations | 0 | 0 |
Cash Provided by (Used in) Financing Activities, Discontinued Operations | 0 | 0 |
Net Cash Provided by (Used in) Discontinued Operations | $ (359) | $ (685) |
Debt (Narrative) (Details)
Debt (Narrative) (Details) | May 04, 2017USD ($) | Jan. 19, 2010USD ($) | Jun. 30, 2018USD ($) | Jun. 30, 2017USD ($) | Dec. 31, 2017USD ($) | May 03, 2017USD ($) | Dec. 31, 2015 |
Line of Credit Facility [Line Items] | |||||||
Long-term Debt, Gross | $ 17,690,000 | $ 13,705,000 | |||||
Debt Issuance Costs, Net | (99,000) | (131,000) | |||||
Long-term Debt | 17,591,000 | 13,574,000 | |||||
Proceeds from revolving facility | 13,500,000 | $ 10,000,000 | |||||
Amount of line of credit outstanding | 17,543,000 | 13,526,000 | |||||
Long-term Debt, Current Maturities | 48,000 | 48,000 | |||||
Long-term Debt, Excluding Current Maturities | 17,642,000 | 13,657,000 | |||||
Long Term Debt, Excluding Current Maturities Net of Debt Issuance Cost | 17,543,000 | 13,526,000 | |||||
SunTrust Bank [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Credit facility, term | 4 years | ||||||
Revolving Credit Facility [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Long-term Debt, Gross | 17,600,000 | 13,600,000 | |||||
Debt Issuance Costs, Net | (99,000) | (131,000) | |||||
Long-term Debt | $ 17,501,000 | 13,469,000 | |||||
Line of Credit [Member] | SunTrust Bank [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Interest rate during period | 4.23% | ||||||
Line of Credit Facility, Unused Capacity, Commitment Fee Percentage | 0.25% | ||||||
Capital Lease Obligations [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Long-term Debt, Gross | $ 90,000 | 105,000 | |||||
Debt Issuance Costs, Net | 0 | 0 | |||||
Long-term Debt | 90,000 | $ 105,000 | |||||
Sun Trust Revolving Credit Facility [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Amount of line of credit outstanding | 17,600,000 | ||||||
Line of credit remaining borrowing capacity | $ 17,400,000 | ||||||
Sun Trust Revolving Credit Facility [Member] | SunTrust Bank [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Maximum borrowing capacity of credit facility | $ 35,000,000 | $ 15,000,000 | $ 20,000,000 | ||||
Sun Trust Term Loan [Member] | SunTrust Bank [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Debt instrument, face amount | $ 15,000,000 | ||||||
Long-term debt, weighted average interest rate | 0.25% | ||||||
Minimum [Member] | SunTrust Bank [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Applicable margin (percent) | 1.75% | ||||||
Pricing Level One | Sun Trust Revolving Credit Facility [Member] | SunTrust Bank [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Leverage Ratio | 1.25 | ||||||
Applicable Percentage For Commitment Fee | 0.25% | ||||||
Pricing Level One | London Interbank Offered Rate (LIBOR) [Member] | Sun Trust Revolving Credit Facility [Member] | SunTrust Bank [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Applicable margin (percent) | 2.25% | ||||||
Pricing Level One | Base Rate [Member] | Sun Trust Revolving Credit Facility [Member] | SunTrust Bank [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Applicable margin (percent) | 1.25% | ||||||
Pricing Level Two | Sun Trust Revolving Credit Facility [Member] | SunTrust Bank [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Applicable Percentage For Commitment Fee | 0.375% | ||||||
Pricing Level Two | London Interbank Offered Rate (LIBOR) [Member] | Sun Trust Revolving Credit Facility [Member] | SunTrust Bank [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Applicable margin (percent) | 2.50% | ||||||
Pricing Level Two | Base Rate [Member] | Sun Trust Revolving Credit Facility [Member] | SunTrust Bank [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Applicable margin (percent) | 1.50% | ||||||
Pricing Level Two | Minimum [Member] | Sun Trust Revolving Credit Facility [Member] | SunTrust Bank [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Leverage Ratio | 1.25 | ||||||
Pricing Level Two | Maximum [Member] | Sun Trust Revolving Credit Facility [Member] | SunTrust Bank [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Leverage Ratio | 1.75 | ||||||
Pricing Level Three | Sun Trust Revolving Credit Facility [Member] | SunTrust Bank [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Leverage Ratio | 1.75 | ||||||
Applicable Percentage For Commitment Fee | 0.375% | ||||||
Pricing Level Three | London Interbank Offered Rate (LIBOR) [Member] | Sun Trust Revolving Credit Facility [Member] | SunTrust Bank [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Applicable margin (percent) | 2.75% | ||||||
Pricing Level Three | Base Rate [Member] | Sun Trust Revolving Credit Facility [Member] | SunTrust Bank [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Applicable margin (percent) | 1.75% |
Debt (Schedule of Debt) (Detail
Debt (Schedule of Debt) (Details) - SunTrust Bank [Member] - USD ($) | Jan. 19, 2010 | Jun. 30, 2018 | Dec. 31, 2018 | May 04, 2017 | May 03, 2017 |
Debt Instrument [Line Items] | |||||
Credit facility, term | 4 years | ||||
Minimum [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt Instrument, Basis Spread on Variable Rate | 1.75% | ||||
Sun Trust Revolving Credit Facility [Member] | |||||
Debt Instrument [Line Items] | |||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 15,000,000 | $ 35,000,000 | $ 20,000,000 | ||
Scenario, Forecast [Member] | Subsequent Event [Member] | Sun Trust Revolving Credit Facility [Member] | |||||
Debt Instrument [Line Items] | |||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 30,000,000 |
Debt (Future Minimum Liabilitie
Debt (Future Minimum Liabilities) (Details) $ in Thousands | Jun. 30, 2018USD ($) |
Debt Disclosure [Abstract] | |
2,018 | $ 24 |
2,019 | 17,656 |
2,020 | 10 |
Total | $ 17,690 |
Fair Value of Financial Instr33
Fair Value of Financial Instruments (Details) - USD ($) $ in Thousands | Jun. 30, 2018 | Dec. 31, 2017 | Jun. 30, 2016 |
Fair Value of Financial Instruments (Textual) [Abstract] | |||
Business acquisition obligations (Notes 6 and 9) | $ 5,444 | $ 3,759 | |
Bank Loan Obligations [Member] | |||
Fair Value of Financial Instruments (Textual) [Abstract] | |||
Fair value of long term debt | 17,600 | ||
Business Acquisition Obligations [Member] | |||
Fair Value of Financial Instruments (Textual) [Abstract] | |||
Business acquisition obligations (Notes 6 and 9) | $ 5,400 | $ 8,900 |
Business Acquisition (Details)
Business Acquisition (Details) - Cost & Compliance Associates [Member] - USD ($) $ in Thousands | 1 Months Ended | 6 Months Ended | |
Feb. 28, 2017 | Jun. 30, 2018 | Feb. 23, 2017 | |
Business Acquisition [Line Items] | |||
Payments to Acquire Businesses, Gross | $ 10,000 | ||
Business Combination, Contingent Consideration Arrangements, Range of Outcomes, Value, High | 8,000 | ||
Business Combination, Contingent Consideration, Liability | $ 5,900 | $ 3,400 | $ 5,954 |
Business Combination, Contingent Consideration Arrangements, Change in Amount of Contingent Consideration, Liability | $ 600 |
Business Acquisition (Fair Valu
Business Acquisition (Fair Value of Assets Acquired and Liabilities Assumed) (Details) - USD ($) $ in Thousands | 1 Months Ended | |||
Feb. 28, 2017 | Jun. 30, 2018 | Dec. 31, 2017 | Feb. 23, 2017 | |
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net [Abstract] | ||||
Goodwill | $ 17,591 | $ 17,648 | ||
Cost & Compliance Associates [Member] | ||||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net [Abstract] | ||||
Accounts receivable, net | $ 1,641 | |||
Commissions receivable | 48 | |||
Prepaid expenses | 109 | |||
Accrued commissions | 6 | |||
Intangible assets | 10,923 | |||
Goodwill | 3,534 | |||
Fixed assets, net | 323 | |||
Accounts payable | (125) | |||
Accrued commissions | (537) | |||
Total assets | 15,922 | |||
Contingent consideration | $ 5,900 | $ 3,400 | $ 5,954 | |
Total cash paid | $ 9,968 |
Business Acquisition (Summary o
Business Acquisition (Summary of Intangible Assets Acquired) (Details) - Cost & Compliance Associates [Member] $ in Thousands | Feb. 23, 2017USD ($) |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Finite-lived Intangible Assets Acquired | $ 10,923 |
Customer Relationships [Member] | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Finite-lived Intangible Assets Acquired | $ 9,556 |
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 14 years |
Noncompete Agreements [Member] | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Finite-lived Intangible Assets Acquired | $ 1,232 |
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 4 years |
Trademarks [Member] | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Finite-lived Intangible Assets Acquired | $ 135 |
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 4 years |
Business Acquisition (Revenues)
Business Acquisition (Revenues) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Business Acquisition [Line Items] | ||||
Net income from continuing operations | $ (2,906) | $ (674) | $ (5,567) | $ (2,858) |
Cost & Compliance Associates [Member] | ||||
Business Acquisition [Line Items] | ||||
Revenue | 7,520 | 4,650 | ||
Net income from continuing operations | $ 916 | $ 1,242 |
Business Acquisition (Acquisiti
Business Acquisition (Acquisition Revenue and Earnings From Operations Information) (Details) - Cost & Compliance Associates [Member] $ in Thousands | 6 Months Ended |
Jun. 30, 2017USD ($) | |
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items] | |
Revenue (pro forma) | $ 72,918 |
Net loss income from continuing operations (pro forma) | $ (2,843) |