8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D. C. 20549

FORM 8-K

CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934

June 25, 2010
Date of Report (Date of earliest event reported)

PRGX Global, Inc.

(Exact Name of Registrant as Specified in Its Charter)

Georgia
(State or Other Jurisdiction of Incorporation)

0-28000	58-2213805
(Commission File Number)	(IRS Employer Identification No.)

600 Galleria Parkway, Suite 100, Atlanta, Georgia	30339-5949
(Address of Principal Executive Offices)	(Zip Code)

770-779-3900 (Registrant’s Telephone Number, Including Area Code)

Not Applicable (Former Name or Former Address, if Changed Since Last Report)

     Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o     Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o     Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o     Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o     Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02. Results of Operations and Financial Condition.

     PRGX Global, Inc. (the “Company”) is filing this Form 8-K to disclose financial information for the Company’s four quarterly periods ended December 31, 2009 which reflects reclassifications in our unaudited financial information as a result of changes to the Company’s reportable segments which were adopted in the fourth quarter of 2009. As described in our Form 10-K filed March 29, 2010, we revised our reportable segments during the fourth quarter of 2009 to reflect the Company’s current management and operational structure. As a result of this revision, our four operating segments are as follows:

     Recovery Audit Services — Americas

     The Recovery Audit Services — Americas segment represents recovery audit services (other than healthcare recovery audit services) provided in the United States of America, Canada and Latin America.

     Recovery Audit Services — Europe/Asia-Pacific

     The Recovery Audit Services — Europe/Asia-Pacific segment represents recovery audit services (other than healthcare recovery audit services) provided in Europe, Asia and the Pacific region.

     New Services

     The New Services segment represents services to healthcare organizations, including recovery audit services, business analytics and advisory services.

     Corporate Support

     The Company includes the unallocated portion of corporate selling, general and administrative expenses not specifically attributable to the Recovery Audit Services and New Services segments in a segment referred to as Corporate Support.

     To assist investors in comparing the Company’s historical segment financial information with its current segment financial information, unaudited selected segment financial information for each of the four quarters of the year ended December 31, 2009 has been reclassified to reflect the new operating segments and furnished with this report as Exhibit 99.1 and incorporated by reference herein. The Company’s consolidated financial statements covering periods beginning on January 1, 2010 reflect modifications to our previous reportable segments resulting from this revision, including reclassification of all comparative prior period segment information.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

     On June 25, 2010, Lee Gentry, the Company’s Controller and Principal Accounting Officer, informed the Company that he will be leaving the Company at the end of July to pursue another opportunity. Upon Mr. Gentry’s departure, Robert Lee, the Company’s Chief Financial Officer and Treasurer, will assume the additional roles and

responsibilities of Controller and Principal Accounting Officer until such time as Mr. Gentry’s successor is identified.

Item 7.01. Regulation FD Disclosure.

     The information described under “Item 2.02. Results of Operations and Financial Condition” is hereby incorporated by reference to this Item 7.01.

     The information in Item 7.01 and Item 2.02 of this Form 8-K and the exhibit attached hereto will not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act (the “Exchange Act”), or otherwise subject to the liabilities of each such section, nor will such information or exhibit be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as may be expressly set forth by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

     The following exhibits are filed herewith:

99.1 PRGX Global, Inc. 2009 unaudited selected segment financial information.

SIGNATURES

     Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

PRGX Global, Inc.
By:	/s/ Robert B. Lee
	Robert B. Lee
	Chief Financial Officer and Treasurer

Dated: July 1, 2010

EXHIBIT INDEX

Exhibit
Number	Description of Exhibits
99.1	PRGX Global, Inc. 2009 unaudited selected financial information.

EX-99.1

Exhibit 99.1

PRGX Global, Inc. 2009 Unaudited Selected Financial Information

     Management evaluates the performance of its operating segments based upon revenues and measures of profit or loss it refers to as EBITDA and adjusted EBITDA. Adjusted EBITDA is earnings from continuing operations before interest, taxes, depreciation and amortization (“EBITDA”) as adjusted for unusual and other significant items that management views as distorting the operating results of the various segments from period to period. Adjustments include restructuring charges, stock-based compensation, bargain purchase gains, intangible asset impairment charges, litigation settlements, severance charges and foreign currency gains and losses on intercompany balances viewed by management as individually or collectively significant. The Company does not have any inter-segment revenues. Segment information by quarter for 2009 is presented below (in thousands):

	Recovery			Recovery Audit
	Audit			Services —
	Services —			Europe/Asia —			New			Corporate
	Americas			Pacific			Services			Support			Total
Three Months Ended March 31, 2009
Revenues	$	28,141		$	10,008		$	1,103		$	—		$	39,252
EBITDA	$	9,252		$	(239	)	$	(812	)	$	(3,794	)	$	4,407
Foreign currency (gains) losses on intercompany balances		(1	)		606			—			—			605
Stock-based compensation		—			—			—			15			15
Adjusted EBITDA	$	9,251		$	367		$	(812	)	$	(3,779	)	$	5,027
Three Months Ended June 30, 2009
Revenues	$	32,070		$	11,951		$	1,450		$	—		$	45,471
EBITDA	$	11,641		$	2,439		$	(625	)	$	(5,668	)	$	7,787
Foreign currency (gains) losses on intercompany balances		(320	)		(1,359	)		—			—			(1,679	)
Litigation settlement		—			—			—			650			650
Stock-based compensation		—			—			—			989			989
Adjusted EBITDA	$	11,321		$	1,080		$	(625	)	$	(4,029	)	$	7,747

	Recovery			Recovery Audit
	Audit			Services —
	Services —			Europe/Asia —			New			Corporate
	Americas			Pacific			Services			Support			Total
Three Months Ended September 30, 2009
Revenues	$	31,794		$	12,236		$	1,291		$	—		$	45,321
EBITDA	$	10,916		$	4,581		$	(1,131	)	$	(4,998	)	$	9,368
Foreign currency (gains) losses on intercompany balances		(2	)		(676	)		—			—			(678	)
Stock-based compensation		—			—			—			1,496			1,496
Gain on bargain purchase		—			(2,388	)		—			—			(2,388	)
Adjusted EBITDA	$	10,914		$	1,517		$	(1,131	)	$	(3,502	)	$	7,798
Three Months Ended December 31, 2009
Revenues	$	29,556		$	18,294		$	1,689		$	—		$	49,539
EBITDA	$	8,901		$	3,372		$	(1,019	)	$	(5,296	)	$	5,958
Foreign currency (gains) losses on intercompany balances		(31	)		188			—			—			157
Stock-based compensation		—			—			—			845			845
Adjusted EBITDA	$	8,870		$	3,560		$	(1,019	)	$	(4,451	)	$	6,960

     The following table reconciles net earnings to EBITDA and adjusted EBITDA for each of the four quarterly periods ended December 31, 2009 (in thousands). Certain reclassifications have been made to conform with classifications adopted in the fourth quarter of 2009.

	Three Months Ended
	March 31,		June 30,			September 30,			December 31,
	2009		2009			2009			2009
Net earnings	$	1,873	$	5,025		$	6,401		$	2,028
Income taxes		544		618			605			1,261
Interest, net		699		727			728			871
Depreciation and amortization		1,291		1,417			1,634			1,798
EBITDA		4,407		7,787			9,368			5,958
Foreign currency (gains) losses on intercompany balances		605		(1,679	)		(678	)		157
Litigation settlement		—		650			—			—
Stock-based compensation		15		989			1,496			845
Gain on bargain purchase		—		—			(2,388	)		—
Adjusted EBITDA	$	5,027	$	7,747		$	7,798		$	6,960

     EBITDA and adjusted EBITDA are both “non-GAAP financial measures” presented as supplemental measures of our performance. They are not presented in accordance with accounting principles generally accepted in the United States, or GAAP. The Company believes these measures provide additional meaningful information in evaluating the Company’s performance over time, and that the rating agencies and a number of lenders use EBITDA and similar measures for similar purposes. In addition, a measure similar to adjusted EBITDA is used in the restrictive covenants contained in the Company’s secured credit facility. However, EBITDA and adjusted EBITDA have limitations as analytical tools, and you should not consider them in isolation, or as substitutes for analysis of our results as reported under GAAP. In addition, in evaluating EBITDA and adjusted EBITDA, you should be aware that, as described above, the adjustments may vary from period to period and in the future we will incur expenses such as those used in calculating these measures. Our presentation of these measures should not be construed as an inference that our future results will be unaffected by unusual or nonrecurring items.

     The following tables set forth 2009 quarterly and annual operating results by operating segments. Certain reclassifications have been made to conform with classifications adopted in the fourth quarter of 2009.

	Recovery		Recovery Audit
	Audit		Services —
	Services —		Europe/Asia —			New			Corporate
	Americas		Pacific			Services			Support			Total
Three Months Ended:
March 31, 2009
Revenues	$	28,141	$	10,008		$	1,103		$	—		$	39,252
Cost of revenues		16,756		8,002			1,655			—			26,413
Gross margin		11,385		2,006			(552	)		—			12,839
Selling, general and administrative expenses		3,311		2,310			308			3,794			9,723
Operating income (loss)	$	8,074	$	(304	)	$	(860	)	$	(3,794	)	$	3,116
June 30, 2009
Revenues	$	32,070	$	11,951		$	1,450		$	—		$	45,471
Cost of revenues		17,070		9,375			1,883			—			28,328
Gross margin		15,000		2,576			(433	)		—			17,143
Selling, general and administrative expenses		4,538		204			363			5,668			10,773
Operating income (loss)	$	10,462	$	2,372		$	(796	)	$	(5,668	)	$	6,370
September 30, 2009
Revenues	$	31,794	$	12,236		$	1,291		$	—		$	45,321
Cost of revenues		17,031		9,639			2,304			—			28,974
Gross margin		14,763		2,597			(1,013	)		—			16,347
Selling, general and administrative expenses		5,028		754			221			4,998			11,001
Operating income (loss)	$	9,735	$	1,843		$	(1,234	)	$	(4,998	)	$	5,346
December 31, 2009
Revenues	$	29,556	$	18,294		$	1,689		$	—		$	49,539
Cost of revenues		17,145		13,301			2,557			—			33,003
Gross margin		12,411		4,993			(868	)		—			16,536
Selling, general and administrative expenses		4,770		2,051			259			5,296			12,376
Operating income (loss)	$	7,641	$	2,942		$	(1,127	)	$	(5,296	)	$	4,160
Twelve Months Ended December 31, 2009:
Revenues	$	121,561	$	52,489		$	5,533		$	—		$	179,583
Cost of revenues		68,002		40,317			8,399			—			116,718
Gross margin		53,559		12,172			(2,866	)		—			62,865
Selling, general and administrative expenses		17,647		5,319			1,151			19,756			43,873
Operating income (loss)	$	35,912	$	6,853		$	(4,017	)	$	(19,756	)	$	18,992