-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, G1yjq7dZIqNl9xdWKyYtN8a+lRiayMMC8cdAmKdZs8jk2GDkcHRF10vGlQnymBS/ qRFTToLSB/hUOPR7XySNJg== 0000950144-01-004007.txt : 20010328 0000950144-01-004007.hdr.sgml : 20010328 ACCESSION NUMBER: 0000950144-01-004007 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 16 CONFORMED PERIOD OF REPORT: 20001231 FILED AS OF DATE: 20010327 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PROFIT RECOVERY GROUP INTERNATIONAL INC CENTRAL INDEX KEY: 0001007330 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-ENGINEERING, ACCOUNTING, RESEARCH, MANAGEMENT [8700] IRS NUMBER: 582213805 STATE OF INCORPORATION: GA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K SEC ACT: SEC FILE NUMBER: 000-28000 FILM NUMBER: 1580143 BUSINESS ADDRESS: STREET 1: 2300 WINDY RIDGE PKWY STREET 2: STE 100 N CITY: ATLANTA STATE: GA ZIP: 30339-8426 BUSINESS PHONE: 7707793900 MAIL ADDRESS: STREET 1: 2300 WINDY RIDGE PKWY STREET 2: STE 100 NORTH CITY: ATLANTA STATE: GA ZIP: 30339-8426 10-K 1 g67612e10-k.txt PROFIT RECOVERY GROUP INTERNATIONAL, INC. 1 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 --------------------- FORM 10-K (MARK ONE) [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2000 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM ____________ TO ____________ COMMISSION FILE NUMBER 0-28000
THE PROFIT RECOVERY GROUP INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) GEORGIA 58-2213805 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 2300 WINDY RIDGE PARKWAY 30339-8426 SUITE 100 NORTH (Zip Code) ATLANTA, GEORGIA (Address of principal executive offices)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (770) 779-3900 SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT: NONE SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT: COMMON STOCK, NO PAR VALUE Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ] Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein and will not be contained, to the best of the registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ ] Common shares of the registrant outstanding at February 28, 2001 were 47,502,641. The aggregate market value, as of February 28, 2001, of such common shares held by non-affiliates of the registrant was approximately $290.4 million based upon the last sales price reported that date on the Nasdaq Stock Market of $7.094 per share. (Aggregate market value estimated solely for the purposes of this report. This shall not be construed as an admission for the purposes of determining affiliate status.) DOCUMENTS INCORPORATED BY REFERENCE Part III: Portions of Registrant's Proxy Statement relating to the Annual Meeting of Shareholders to be held on or about May 25, 2001. - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 2 THE PROFIT RECOVERY GROUP INTERNATIONAL, INC. FORM 10-K DECEMBER 31, 2000
PAGE ---- Part I Item 1. Business.................................................... 1 Item 2. Properties.................................................. 15 Item 3. Legal Proceedings........................................... 15 Item 4. Submission of Matters to a Vote of Security Holders......... 15 Part II Item 5. Market for Registrant's Common Equity and Related Stockholder Matters....................................... 16 Item 6. Selected Consolidated Financial Data........................ 16 Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations................................. 19 Item 7A. Quantitative and Qualitative Disclosures About Market Risk...................................................... 28 Item 8. Financial Statements and Supplementary Data................. 29 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.................................. 57 Part III Item 10. Directors and Executive Officers of the Registrant.......... 57 Item 11. Executive Compensation...................................... 57 Item 12. Security Ownership of Certain Beneficial Owners and Management................................................ 57 Item 13. Certain Relationships and Related Transactions.............. 57 Part IV Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K....................................................... 57 Signatures............................................................... 60
3 PART I ITEM 1. BUSINESS The Profit Recovery Group International, Inc. and subsidiaries (the "Company") is a leading provider of recovery audit, expense containment and knowledge application services to large and mid-size businesses having numerous payment transactions with many vendors. These businesses include, but are not limited to, the following: - retailers such as discount, department, specialty, grocery and drug stores; - manufacturers of pharmaceuticals, consumer electronics, chemicals and aerospace and medical products; - wholesale distributors of computer components, food products and pharmaceuticals; and - healthcare providers such as hospitals and health maintenance organizations. In businesses with large purchase volumes and continuously fluctuating prices, some small percentage of erroneous overpayments to vendors is inevitable. Although these businesses process the vast majority of payment transactions correctly, a small number of errors do occur. In the aggregate, these transaction errors can represent meaningful "lost profits" that can be particularly significant for businesses with relatively narrow profit margins. The Company's trained, experienced industry specialists use sophisticated proprietary technology and advanced recovery techniques and methodologies to identify overpayments to vendors and tax authorities. In addition, these specialists review clients' current practices and processes related to procurement and other expenses in order to identify solutions to manage and reduce expense levels, as well as apply knowledge and expertise of industry best practices to assist clients in improving their business efficiencies. In most instances, the Company receives a contractual percentage of overpayments and other savings it identifies and its clients recover or realize. In other instances, the Company receives a fee for specific services provided. In March 2001, the Company formalized a strategic realignment initiative designed to enhance the Company's financial position and clarify its investment and operating strategy by focusing primarily on its core Accounts Payable business. Under this strategic realignment initiative, the Company will divest of the following non-core businesses: Meridian VAT Reclaim ("Meridian") within the former Taxation Services segment, the Logistics Management Services segment, the Communications Services segment and the Ship and Debit ("Ship & Debit") division within the Accounts Payable Services segment. The Company's consolidated financial statements have been restated to reflect Meridian, Logistics Management Services, Communications Services, and the Ship & Debit division as discontinued operations for all periods presented. Unless otherwise specifically stated, all financial and statistical information contained herein is presented with respect to continuing operations only. The Company currently services approximately 2,500 clients in over 33 different countries outside the United States. The Company's continuing operations have two distinct operating segments consisting of Accounts Payable Services and French Taxation Services. Each segment represents a strategic business unit that offers different types of recovery and cost containment services. See Note 13 of Notes to Consolidated Financial Statements included in Item 8. of this Form 10-K for the worldwide operating segment disclosures. The following discussion includes "forward-looking" statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are at times identified by words such as "plans," "intends," "expects," or "anticipates" and words of similar effect and include statements regarding the Company's financial and operating plans and goals. These forward-looking statements include any statements that cannot be assessed until the occurrence of a future event or events. Actual results may differ materially from those expressed in any forward-looking statements due to a variety of factors, including but not limited to those discussed herein and below under "Risk Factors". 1 4 THE RECOVERY AUDIT INDUSTRY Businesses with substantial volumes of payment transactions involving multiple vendors, numerous discounts and allowances, fluctuating prices and complex tax and pricing arrangements find it difficult to detect all payment errors. Although these businesses process the vast majority of payment transactions correctly, a small number of errors occur principally because of communication failures between the purchasing and accounts payable departments, complex pricing arrangements, personnel turnover and changes in information and accounting systems. These errors include vendor pricing errors, missed or inaccurate discounts, allowances and rebates, incorrect freight charges and duplicate payments. In the aggregate, these transaction errors can represent meaningful lost profits that can be particularly significant for businesses with relatively narrow profit margins. For example, the Company believes that a typical U.S. retailer makes payment errors that are not discovered internally, which in the aggregate can range from several hundred thousand dollars to more than $1.0 million per billion dollars of revenues. Although some businesses routinely maintain internal recovery audit departments assigned to recover selected types of payment errors and identify opportunities to reduce costs, independent recovery audit firms are often retained as well due to their specialized knowledge and focused technologies. In the U.S., Canada, and Mexico large retailers routinely engage independent recovery audit firms as standard business practice, and businesses in other industries are increasingly using independent recovery audit firms. Outside the U.S., Canada, and Mexico, the Company believes that large retailers and many other types of businesses are also increasingly engaging independent recovery audit firms. Businesses are increasing the use of technology to manage complex accounts payable systems and realize greater operating efficiencies. Many businesses worldwide communicate with vendors electronically to exchange inventory and sales data, transmit purchase orders, submit invoices, forward shipping and receiving information, and remit payments. These paperless transactions are widely referred to as Electronic Data Interchange, or "EDI", and implementation of this technology is maturing. EDI streamlines processing large numbers of transactions, but does not eliminate payment errors because operator input errors may be replicated automatically in thousands of transactions. EDI systems typically generate significantly more individual transaction details in electronic form, making these transactions easier to audit than traditional paper-based accounts payable systems. Recovery audit firms, however, require sophisticated technology in order to audit EDI accounts payable processes effectively. The Company believes that current global business-to-business e-commerce initiatives involving the internet will ultimately provide technologically-advanced independent recovery audit firms with recovery opportunities that may exceed those existing when EDI is employed solely as a data communications medium. Factors contributing to the Company's belief include the following: - Extensible Markup Language ("XML"), a set of rules for defining and sharing document types over the internet, provides a communications framework, but until data type definitions are established for each industry, errors due to inconsistent data treatments may be prevalent. We believe the establishment of industry-specific data type definitions is not at advanced stages for most industries. - EDI use has primarily been confined to large business entities and their suppliers. XML may eventually be utilized by businesses both large and small, thus facilitating electronic data bases of individual procurement transactions which may then be audited electronically. Presently, many small and mid-size businesses still procure large portions of their goods and services using paper-based documents which are not as cost effective to audit as those in an electronic format. The Company believes that many businesses are increasingly outsourcing internal recovery functions to independent recovery audit firms. Factors contributing to this trend include the following: - a need for significant investments in technology, especially in an EDI environment, which the Company believes are greater than even large businesses can often justify; - an inability to duplicate the breadth of industry and auditing expertise of independent recovery audit firms; 2 5 - a desire to focus limited resources on core competencies; and - a desire for larger and more timely recoveries. The domestic and international recovery audit industry is characterized by several large and many small, local and regional firms. Many local and regional recovery audit firms lack the centralized resources or broad client base to support technology investments required to provide comprehensive recovery audit services for large, complex accounts payable systems. These firms are less equipped to audit large EDI accounts payable systems. In addition, because of limited resources, most of these firms subcontract work to third parties and may lack experience and the knowledge of national promotions, seasonal allowances and current recovery audit practices. As a result, the Company believes significant opportunities exist for recovery audit firms with a national and international presence, well-trained and experienced professionals, and the advanced technology required to audit increasingly complex accounts payable systems. In recent years, the Company has seen increasing competition from the consulting arms of the five largest international accounting firms (the "Big 5"). Historically, the Big 5 have been precluded from providing significant levels of recovery audit services due to the potential for conflicts of interest with audit clients. Additionally, the Big 5 have relied primarily on fee-based arrangements versus the predominant contingency model associated with recovery audit services. Since January 2000, three of the Big 5 have spun off, sold or otherwise granted separate independence to their management consulting units and one other has announced its intention to eventually effect a similar separation. With the potential for conflicts of interest substantially reduced, the Company believes that newly independent Big 5 consulting units may become formidable competitors in the future. THE PROFIT RECOVERY GROUP SOLUTION The Company provides its domestic and international clients with comprehensive recovery audit, expense containment and knowledge application services by using sophisticated proprietary technology and advanced techniques and methodologies, and by employing highly trained, experienced industry specialists. As a result, the Company believes it is able to identify significantly more payment errors and expense containment opportunities than many of its competitors. The Company's technology provides uniform platforms for its auditors to offer consistent and proven audit techniques and methodologies based on a client's size, industry or geographic scope of operations. By leveraging its technology investment across a large client base, the Company is able to continue developing proprietary software tools and expand its technology leadership in the recovery audit industry. The Company is a leader in developing and utilizing sophisticated software audit tools and techniques that enhance the identification and recovery of payment errors. The Company is also a leader in establishing new recovery audit practices to reflect evolving industry trends. The Company's auditors are highly trained and many have joined the Company from finance-related management positions in the industries the Company serves. To support its auditors, the Company provides data processing, marketing, training and administrative services. THE PROFIT RECOVERY GROUP STRATEGY The Company's objective is to be the leading worldwide provider of recovery audit, expense containment and knowledge application services. Its strategy to achieve this objective consists of the following elements: - Expand International Operations. Through a combination of opening new offices, expanding revenues within existing offices and acquiring other international audit firms, the Company has grown its non-United States revenues from continuing operations from negligible amounts in the early 1990s to 34.7% of consolidated worldwide revenues in 2000. Long-lived assets from continuing operations in foreign countries have grown to 27.7% of consolidated long-lived assets. During 2001, the Company intends to continue to emphasize the expansion of its existing client base. 3 6 - Continue to Grow the Core U.S. Accounts Payable Business. The Company will continue to focus on retaining and growing its core U.S. accounts payable business by creating a customer-centric organization, maximizing its use of technology, and leveraging the best skilled auditors. - Maintain High Client Retention Rates. The Company has historically maintained very high rates of client retention. The Company intends to maintain and improve its high client retention rates by providing comprehensive recovery audit services, utilizing highly trained auditors, and continuing to refine its advanced audit technology. - Maintain Technology Leadership. The Company believes its proprietary technology provides a significant competitive advantage, especially in audits involving the more sophisticated accounts payable systems. The Company intends to continue making substantial investments in technology, including ongoing e-commerce initiatives, to maintain its leadership position and systems capabilities. - Promote Outsourcing Arrangements. The Company seeks to capitalize on the growing trend of businesses to outsource internal recovery audit and expense containment efforts. The Company believes that its clients benefit significantly from these outsourcing arrangements because the Company generally completes its audits more quickly, identifies larger claims and executes on cost-saving opportunities more efficiently than internal recovery audit departments. The Company further believes that as clients continue to upgrade their systems, outsourcing arrangements involving recovery audit work will become increasingly prevalent due in part to the absence of traditional "audit trail" documents. - Pursue Strategic Acquisitions. The Company intends to pursue making a limited number of strategic acquisitions. THE PROFIT RECOVERY GROUP SERVICES In March 2001, the Company formalized a strategic realignment initiative designed to enhance the Company's financial position and clarify its investment and operating strategy by focusing primarily on its core Accounts Payable business. Under this strategic realignment initiative, the Company will divest of the following non-core businesses: Meridian VAT Reclaim within the former Taxation Services segment, the Logistics Management Services segment, the Communications Services segment and the Ship & Debit division within the Accounts Payable Services segment. The Company's consolidated financial statements have been restated to reflect Meridian, Logistics Management Services, Communications Service, and Ship & Debit as discontinued operations for all periods presented. Continuing Operations The Company currently conducts its continuing operations through two operational segments as follows:
RELATIVE PERCENTAGE OF CONSOLIDATED OPERATIONAL SEGMENTS WORLDWIDE REVENUES DURING 2000 - -------------------- ----------------------------------- Accounts Payable Services................................ 85.9% French Taxation Services................................. 14.1% ------ 100.0% ======
Accounts Payable Services Through the use of proprietary technology, audit techniques and methodologies, the Company's trained and experienced auditors examine merchandise procurement records on a post-payment basis to identify overpayments resulting from duplicate payments, missed discounts, allowances, rebates and other forms of pricing concessions offered by vendors. The Accounts Payable Services segment serves two client types, with each type currently having different service delivery characteristics. 4 7 Services provided to retail and wholesale clients are currently the Company's largest worldwide source of revenues. These services typically recur annually and are largely predictable in terms of estimating the dollar volume of client overpayments which will be ultimately recovered. For most retail/wholesale clients, the Company typically identifies a larger volume of recoveries each year when compared to recoveries realized in the immediate preceding year. This growth generally results from factors such as increasing sophistication of the Company's auditors and software, and continuing client migration toward electronic merchandise procurements which the Company can more thoroughly audit. The Company currently serves retail/wholesale clients on six continents. The Company also examines merchandise procurements and other payments made by business entities such as manufacturers, distributors and healthcare providers which are collectively termed as "commercial clients." Services to these types of clients tend to be more rotational in nature with different divisions of a given client often audited in pre-arranged annual sequences. Accordingly, revenues derived from a given client may change markedly from year-to-year depending on factors such as the size and nature of the client division under audit. The Company's capabilities to serve commercial clients have been formed primarily from the combined operations of Loder, Drew & Associates, Inc. (acquired August 1998) and PRS International, Ltd. ("PRS") (acquired August 1999). Currently, the majority of the Company's commercial clients are located in North America, although expansion to other continents is planned. French Taxation Services The Company began offering tax recovery audit services in France with the October 1997 acquisition of Financiere Alma S.A. and subsidiaries ("Alma"). These services include the identification and recovery of tax overpayments involving business and personal property, workers compensation and real property. In October 1999, the Company acquired AP SA and its subsidiaries (collectively, "Groupe AP") which provides services similar to Alma's in France. Groupe AP along with Novexel S.A. (acquired July 1998) and IP Strategies, SA (acquired November 1998), which assist clients in securing available European grants and subsidies, are operated under the auspices of Alma. The services provided by units within the French Taxation Services division tend to be based upon discrete projects that are typically non-recurring in nature. Discontinued Operations The Company has operations which it plans to divest within the following specialty areas: Meridian VAT Reclaim In August 1999, the Company acquired Meridian VAT Corporation Limited ("Meridian"). Meridian is based in Ireland and specializes in the recovery of value-added taxes ("VAT") paid on business expenses for corporate clients located throughout the world. The services provided to clients by Meridian are typically recurring in nature. Logistics Management Services Assembled through a series of six business acquisitions completed between 1997 and 1999, the Company's Logistics Management Services operations now maintains the capability to audit on a post-payment or pre-payment basis freight shipment transactions involving air, express, rail, surface and routing compliance and to provide payment services. The Company currently utilizes specialized personnel and sophisticated audit software for each separate freight transportation mode. Identified overpayments relate to such items as duplicate payments, refunds due for late deliveries and application of incorrect tariff rates. In 2000, the Company implemented a web-based platform to provide front-end reporting to clients over the internet. Logistics Management Services revenues are typically recurring in nature since freight payments are usually examined on an ongoing basis once the Company has been engaged as a new client. 5 8 Communications Services The Communications Services division currently consists of the telecommunications expense recovery, reduction and management unit which was formed by various acquisitions made by the Company. The Communications Services division applies its specialized expertise to historical client telecommunications records to identify and recover refunds of previous overpayments. It also analyzes its clients' current telecommunications invoices, routing patterns and usage volumes in order to renegotiate terms and conditions on its clients' behalf, as well as identify cost saving alternatives. The division also provides expense management services such as invoice processing and call accounting. Ship & Debit Division The Ship & Debit division is a discrete unit within the Company's Accounts Payable Services segment. The Ship & Debit division provides revenue maximization services to clients in the semiconductor industry using a discrete group of specially trained auditors. Ship & Debit clients generally receive two audits each year. CLIENT CONTRACTS The Company's typical client contract provides that the Company is entitled to a contractual percentage of overpayments or other savings recovered for or realized by clients. Clients generally recover claims by either (a) taking credits against outstanding payables or future purchases from the involved vendors, or (b) receiving refund checks directly from those vendors. The method of effecting a recovery is often dictated by industry practice. For some services, the client contract provides that the Company is entitled to a fee for the rendering of that service. In addition to client contracts, many clients establish specific procedural guidelines that the Company must satisfy prior to submitting claims for client approval. These guidelines are unique to each client. The Company recognizes revenue on the invoice basis. Clients are invoiced when it has been determined that they have received economic value, (generally through credits taken against existing accounts payable due to the involved vendors or refund checks received from these vendors) and when the following criteria are met: (a) persuasive evidence of an arrangement exists; (b) services have been rendered; (c) the fee billed to the client is fixed or determinable and (d) collectibility is reasonably assured. TECHNOLOGY The Company employs a variety of proprietary audit tools, proprietary databases and Company-owned data processing facilities in its business. Each of the Company's two operating segments which comprise continuing operations, as well as the operations that the Company plans to divest, employ separate technology. Continuing Operations Accounts Payable Services Audit Technology At the beginning of a typical accounts payable recovery audit engagement, the Company obtains transaction data from its client for the time period under audit. The Company receives this data typically by magnetic media, which is then reformatted into standardized and proprietary layouts at one of the Company's data processing facilities using the following: - IBM AS 400 midrange computers; - Windows NT and OS/2 Warp Connect servers; and - other PC-based platforms. The Company's experienced programmers then prepare statistical reports to verify the completeness and accuracy of the data. The Company delivers this reformatted data to its auditors who, using the Company's proprietary PC-based field audit software, sort, filter and search the data for overpayments. The Company also 6 9 produces client-specific standard reports and statistical data for its auditors. These reports and data often reveal patterns of activity or unusual relationships suggestive of potential overpayment situations. The Company has developed and continuously updates and refines its proprietary accounts payable databases to assist it in providing recovery audit services to its domestic retail/wholesale clients. These databases serve as a central repository reflecting its auditors' experiences, vendor practices and knowledge of regional and national pricing information, including seasonal allowances, discounts and rebates. These proprietary databases, however, do not include confidential client information. Auditors use these databases to identify discounts, allowances and other pricing information not previously detected. French Taxation Services Audit Technology The Company's France-based corporate tax recovery and grant procurement operations employ a variety of sophisticated proprietary processes, databases and PC-based software. Specialists continually review and analyze tax developments and grant availabilities to identify opportunities. Once identified, these opportunities are matched by computer to appropriate database attributes of both clients and non-clients to identify those who might benefit. Additional proprietary software and processes are subsequently used to develop, file and track tax claims and grant applications. Discontinued Operations Meridian VAT Reclaim Technology Meridian utilizes a proprietary software application that assists business clients in the reclaiming of value-added taxes ("VAT"). The functionality of the software includes paper flow monitoring, financial and managerial reporting and Electronic Data Interchange. The paper flow monitoring reflects all stages of the reclaim business process from logging in claims received to printing out checks due to clients. The reporting system produces reports that measure the financial and managerial information for each stage of the business process. Logistics Management Services Audit Technology The Company's logistics audit activities and clients are currently concentrated in the United States. Discrete sub-units of specialized personnel and systems are dedicated to specific transportation modes such as ocean, overnight air, truck and rail freight. In 2000, the Company implemented a web-based platform to provide front-end reporting to clients over the internet. Communications Services Audit Technology Although various proprietary processes and databases are used to conduct telecommunications audits, this segment currently relies heavily upon the industry and vendor knowledge possessed by its audit personnel in its expense recovery and reduction service offerings. Delivery of expense management services, particularly call accounting, is more technologically-driven. Communications Services utilizes a proprietary web-based software which provides the client with information from the services delivered. The proprietary software is used to facilitate charge back reporting, processing of client invoices and for reporting status on claims and recoveries. Additional proprietary software is used to facilitate data acquisition and production processing allowing for expedient and effective management of the data which results in cost efficiencies. AUDITOR HIRING AND TRAINING Many of the Company's auditors and specialists formerly held finance-related management positions in the industries the Company serves. To meet its growing need for additional auditors, the Company also hires recent college graduates, particularly those with multi-lingual capabilities. While the Company has been able 7 10 to hire a sufficient number of new auditors to support its growth, there can be no assurance that the Company can continue hiring sufficient numbers of qualified auditors to meet its future needs. The Company provides intensive training for auditors utilizing both classroom-type training and self-paced media such as specialized computer-based training modules. All training programs are periodically upgraded based on feedback from auditors and changing industry protocols. Additional on-the-job training provided by experienced auditors enhances the structured training programs and enables newly hired auditors to refine their skills. CLIENT BASE The Company provides its services principally to large and mid-sized businesses having numerous payment transactions with many vendors. Retailers/wholesalers continue to constitute an important part of the Company's client and revenue base. None of the Company's clients individually represented 10% or greater of the Company's consolidated revenues for the year ended December 31, 2000. SEASONALITY The Company has experienced and expects to continue to experience significant seasonality in its business. The Company typically realizes substantially higher revenues and operating income in the last two quarters of its fiscal year. SALES AND MARKETING Each of the Company's two operating segments which comprise continuing operations, as well as each major component of the discontinued operations maintains a relatively autonomous sales and marketing function. Due to the highly confidential and proprietary nature of a business' purchasing patterns and procurement prices combined with the typical desire to maximize the amount of funds recovered, most prospective clients conduct an extensive investigation prior to selecting a specific recovery audit firm. This type of investigation may include an on-site inspection of the Company's service facilities. The Company has typically found that its service offerings which are the most annuity-like in nature require the longest sales cycle and highest levels of direct person-to-person contact. Conversely, service offerings that are short-term, discrete events such as certain taxation projects are susceptible to more cost effective sales and marketing delivery approaches such as telemarketing. PROPRIETARY RIGHTS The Company continuously develops new recovery audit software and enhances existing proprietary software. The Company regards its proprietary software as protected by trade secret and copyright laws of general applicability. In addition, the Company attempts to safeguard its software through employee and third-party nondisclosure agreements and other methods of protection. While the Company's competitive position may be affected by its ability to protect its software and other proprietary information, the Company believes that the protection afforded by trade secret and copyright laws is less significant to the Company's success than the continued pursuit and implementation of its operating strategies and other factors such as the knowledge, ability and experience of its personnel. The Company owns or has rights to various copyrights, trademarks and trade names used in the Company's business, including but not limited to AuditPro(R)(C), eassurance(TM), EAudit(TM), FreightPro(TM), ImagePro(TM), RecoverNow(R), ReportPro(TM) and Sentinel(TM). 8 11 COMPETITION The recovery audit business is highly competitive and barriers to entry are relatively low. The competitive factors affecting the market for the Company's recovery audit services include: - establishing and maintaining client relationships; - quality and quantity of claims identified; - experience and professionalism of audit staff; - rates for services; - technology; and - geographic scope of operations. The Company's principal competitors for accounts payable recovery audit services include many local and regional firms and one firm, Howard Schultz & Associates, Inc., with operations in the U.S. and abroad. The Company's competitors with respect to its French Taxation Services segment include major international accounting firms, tax attorneys and several smaller tax recovery audit firms. In recent years, the Company has seen increasing competition from the consulting arms of the five largest international accounting firms (the "Big 5"). Historically, the Big 5 have been precluded from providing significant levels of recovery audit services due to the potential for conflicts of interest with audit clients. Additionally, the Big 5 have relied primarily on fee-based arrangements versus the predominant contingency model associated with recovery audit services. Since January 2000, three of the Big 5 have spun off, sold or otherwise granted separate independence to their management consulting units and one other has announced its intention to eventually effect a similar separation. With the potential for conflicts of interest substantially reduced, the Company believes that newly independent Big 5 consulting units may become formidable competitors in the future. EMPLOYEES At December 31, 2000, the Company had approximately 2,500 employees dedicated to continuing operations, and 800 dedicated to discontinued operations, of whom 1,400 and 600, respectively, were located in the U.S. The majority of the Company's employees are involved in the audit function. The Company believes its employee relations are good. Since the Company conducted its operations in a highly decentralized manner during 2000, each of the respective discontinued operations is essentially a discrete operation typically employing its own sales, marketing, finance and human resources personnel. 9 12 RISK FACTORS OUR ANNOUNCED PLANNED DIVESTITURES MAY NOT ACHIEVE ANTICIPATED BENEFITS We have previously announced the planned divestiture of our Meridian VAT Reclaim business, our Communications Services segment, our Logistics Management Services segment and our Ship & Debit division within the Accounts Payable Services segment. Although we are currently proceeding to complete these divestitures, there is no guaranty that they can be completed on a timely basis, if at all, or that the businesses to be divested can be disposed of at the prices we anticipate. If we are unable to divest these businesses, if the timing of the divestitures exceeds that anticipated, or if the prices received in the divestitures are lower than expected, we may not achieve the anticipated benefits. For example, we may incur additional losses upon consummation of the divestitures, we may not realize the cost savings anticipated as a result of the divestitures and management's time and attention may be diverted to a greater degree than expected. Any of these events or others could have a material adverse impact on the Company's business, results of operations and liquidity. In addition, the announced intention to dispose of these businesses may result in a diminished value of the assets to be divested through, for example, the loss of customers or key personnel employed by such businesses and therefore diminish expected operating results in these businesses. ANNUAL COST SAVINGS OF BETWEEN $5 MILLION AND $8 MILLION AS A RESULT OF PLANNED REDUCTIONS IN CORPORATE OVERHEAD MAY NOT BE ACHIEVED We have announced our intention to reduce overhead expenses in our Atlanta headquarters office. As a result of this planned reduction, we expect to realize annualized cost savings in continuing operations in 2001 of approximately $5 million to $8 million. Failure to achieve these cost savings as expected could have a material adverse impact on our expected results of operations and liquidity. Although the cost savings are expected to come from a combination of reductions in personnel and other overhead expenses resulting from a streamlining of corporate support responsibilities, changes in accounts payable growth patterns and varying economic conditions could result in unexpected personnel needs or payroll requirements, therefore diminishing expected annualized cost savings. AN ADVERSE JUDGMENT IN THE SECURITIES ACTION LITIGATION IN WHICH THE COMPANY AND JOHN M. COOK ARE DEFENDANTS COULD HAVE A MATERIAL ADVERSE EFFECT ON OUR RESULTS OF OPERATIONS AND LIQUIDITY We and John M. Cook are defendants in three putative class action lawsuits filed on June 6, 2000 in the United States District Court for the Northern District of Georgia, Atlanta Division, which have since been consolidated into one proceeding (the "Securities Class Action Litigation"). A judgment against us in this case could have a material adverse effect on our results of operations and liquidity, while a judgment against Mr. Cook could adversely affect his financial condition and therefore have a negative impact upon his performance as our chief executive officer. Plaintiffs in the Securities Class Action Litigation have alleged in general terms that the defendants violated Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 and Rule 10b-5 promulgated thereunder by allegedly disseminating materially false and misleading information about a change in our method of recognizing revenue and in connection with revenue reported for a division. The plaintiffs further allege that these misstatements and omissions led to an artificially inflated price for our common stock during the putative class period which runs from July 19, 1999 to July 26, 2000. This case seeks an unspecified amount of compensatory damages, payment of litigation fees and expenses, and equitable and/or injunctive relief. Although we believe the alleged claims in this lawsuit are without merit and intend to defend the lawsuit vigorously, due to the inherent uncertainties of the litigation process and the judicial system, we are unable to predict the outcome of this litigation. IF WE CANNOT INTEGRATE ACQUIRED COMPANIES WITH OUR BUSINESS, OUR PROFITABILITY MAY BE ADVERSELY AFFECTED We may be unable to successfully integrate acquired businesses and realize anticipated economic, operational and other benefits in a timely manner. Integration of an acquired business is especially difficult when we acquire a business that is significant in size as compared to us, or that operates in a market in which 10 13 we have limited or no expertise, or with a corporate culture different from ours. If we are unable to successfully integrate acquired businesses, we may incur substantial costs and delays or other operational, technical or financial problems. In addition, the failure to successfully integrate acquisitions may divert management's attention from our existing business and may damage our relationships with our key clients and employees. ACQUISITIONS MAY DECREASE OUR SHAREHOLDERS' PERCENTAGE OWNERSHIP IN PRG AND REQUIRE US TO INCUR ADDITIONAL DEBT We may issue equity securities in future acquisitions that could be dilutive to our shareholders. We also may incur additional debt and amortization expense related to goodwill and other intangible assets in future acquisitions. This additional debt and amortization expense may reduce significantly our profitability and materially and adversely affect our business, financial condition and results of operations. WE MAY NOT BE ABLE TO CONTINUE TO IDENTIFY A LARGER VOLUME OF RECOVERIES EACH YEAR FOR THE CLIENTS SERVED BY OUR RETAIL/WHOLESALE OPERATIONS For most clients served by our retail/wholesale operations, we typically identify a larger volume of recoveries each year when compared to recoveries realized in the immediately preceding year. There is no guaranty, however, that these larger recoveries will continue. If such recovery increases do not continue, the Company's revenues and operating results would be materially adversely affected. Factors that could prevent recoveries from increasing include, but are not limited to, unexpected advances in technology which significantly reduce the levels of client overpayments and the unexpected reversal of current trends toward the outsourcing of non-core competencies such as recovery audit services. STRIKES OR OTHER EMPLOYMENT DISRUPTIONS BY OR ON THE PART OF EMPLOYEES OF FOREIGN GOVERNMENTS WITH WHOM THE COMPANY'S FRENCH TAXATION SERVICES DIVISION TRANSACTS BUSINESS COULD HAVE A MATERIAL ADVERSE EFFECT ON THE REVENUES GENERATED BY THE COMPANY'S FRENCH TAXATION SERVICES DIVISION Any strike or other disruption of employment by or on the part of the employees of the French government with whom the Company's French Taxation Services division transacts business could significantly delay the recognition of revenue by the French Taxation Services division and cause the Company to fail to achieve its revenue and earnings estimates for one or more quarters or perhaps for an entire fiscal year. CLIENT AND VENDOR BANKRUPTCIES COULD REDUCE OUR EARNINGS The Company's clients generally operate in intensely competitive environments and bankruptcy filings are not uncommon. Future bankruptcy filings by one or more of our larger clients could have a material adverse effect on our business, financial condition and results of operations. WE DEPEND ON CERTAIN CLIENTS FOR SIGNIFICANT REVENUES With the Company's considerable growth and diversification of services since its March 1996 initial public offering, dependence on any one client or group of clients for revenue and profits has been reduced. Nevertheless, the Company's largest revenue generating clients continue to be retailers, and the Company's revenues and profitability would be materially adversely affected if one or more of its largest retail clients filed for bankruptcy or otherwise ceased to do business with us. WE RELY ON INTERNATIONAL OPERATIONS FOR SIGNIFICANT REVENUES Approximately 34.7% of the Company's revenues from continuing operations was generated from international operations in 2000. International operations are subject to risks, including: - fluctuations in political and economic instability; - difficulties in staffing and managing foreign operations and in collecting accounts receivable; 11 14 - fluctuations in currency exchange rates, particularly weaknesses in the Euro, the pound and other currencies of countries in which we transact business, which could result in currency translations that materially reduce our revenues and earnings per share; - costs associated with adapting our services to our foreign clients' needs; - unexpected changes in regulatory requirements and laws; - difficulties in transferring earnings from our foreign subsidiaries to us; and - burdens of complying with a wide variety of foreign laws and labor practices, including laws that could subject certain tax recovery audit practices to regulation as the unauthorized practice of law. Because a significant portion of our revenues come from international operations, the occurrence of any of the above events could materially and adversely affect our business, financial condition and results of operations. RECOVERY AUDIT SERVICES ARE NOT WIDELY USED IN INTERNATIONAL MARKETS We rely heavily on international expansion to achieve our long-term growth objectives. Although our recovery audit services constitute a generally accepted business practice among retailers in the U.S., Canada, and Mexico, our services have not yet become widely used in many international markets. Prospective clients, vendors or other involved parties in foreign markets may not accept our services. The failure of these parties to accept and use our services could have a material adverse effect on our business, financial condition and results of operations. WE REQUIRE SIGNIFICANT MANAGEMENT AND FINANCIAL RESOURCES TO OPERATE AND EXPAND OUR RECOVERY AUDIT SERVICES INTERNATIONALLY In our experience, entry into new international markets requires considerable management time as well as start-up expenses for market development, hiring and establishing office facilities. In addition, we have encountered, and expect to continue to encounter, significant expense and delays in expanding our international operations because of language and cultural differences, staffing, communications and related issues. We generally incur the costs associated with international expansion before any significant revenues are generated. As a result, initial operations in a new market typically operate at low margins or may be unprofitable. Because our international expansion strategy will require substantial financial resources, we may incur additional indebtedness or issue additional equity securities which could be dilutive to our shareholders. In addition, financing for international expansion may not be available to us on acceptable terms and conditions. OUR REVENUE MAY BE ADVERSELY AFFECTED IF WE DO NOT CORRECTLY ESTIMATE OUR UNCOLLECTIBLE ACCOUNTS RECEIVABLE We estimate uncollectible levels of accounts receivable on an aggregate basis and reduce earnings quarterly by the amounts of these estimates. Despite our experience in providing accounts payable recovery audit services, our estimates of uncollectible accounts receivable may not be adequate. If we overestimate the amount of accounts receivable we expect to collect, then our future earnings will be reduced, and, as a result, our stock price could decline. THE LEVEL OF OUR PROFITABILITY IS DETERMINED BY OUR THIRD AND FOURTH QUARTER OPERATING RESULTS The purchasing and operational cycles of our clients typically cause us to realize higher revenues and operating income in the last two quarters of our fiscal year. If we do not continue to realize increased revenues in future third and fourth quarter periods, our profitability for any affected quarter and the entire year could be materially and adversely affected because ongoing selling, general and administrative expenses are largely fixed over the short term. 12 15 WE MAY BE UNABLE TO PROTECT AND MAINTAIN THE COMPETITIVE ADVANTAGE OF OUR PROPRIETARY TECHNOLOGY AND INTELLECTUAL PROPERTY RIGHTS Our operations could be materially and adversely affected if we are not adequately able to protect our proprietary software, audit techniques and methodologies, and other proprietary intellectual property rights. We rely on a combination of trade secret laws, nondisclosure and other contractual arrangements and technical measures to protect our proprietary rights. Although we presently hold U.S. and foreign registered trademarks and U.S. registered copyrights on certain of our proprietary technology, we may be unable to obtain similar protection on our other intellectual property. In addition, in the case of foreign registered trademarks, we may not receive the same enforcement protection on our intellectual property as in the U.S. We generally enter into confidentiality agreements with our employees, consultants, clients and potential clients and limit access to, and distribution of, our proprietary information. Nevertheless, we may be unable to deter misappropriation of our proprietary information, detect unauthorized use and take appropriate steps to enforce our intellectual property rights. Our competitors also may independently develop technologies that are substantially equivalent or superior to our technology. Although we believe that our services and products do not infringe on the intellectual property rights of others, we can not prevent someone else from asserting a claim against us in the future for violating their technology rights. OUR FAILURE TO RETAIN THE SERVICES OF MR. COOK COULD ADVERSELY IMPACT OUR CONTINUED SUCCESS Our continued success depends largely on the efforts and skills of our executive officers and key employees, particularly John M. Cook. The loss of the services of Mr. Cook could materially adversely affect our business, financial condition and results of operations. We have entered into employment agreements with Mr. Cook and other members of management. We also maintain key man life insurance policies in the aggregate amounts of $13.3 million on the life of Mr. Cook. WE MAY NOT BE ABLE TO CONTINUE TO COMPETE SUCCESSFULLY WITH OTHER RECOVERY AUDIT FIRMS The recovery audit business is highly competitive. Our principal competitors for accounts payable recovery audit services include many local and regional firms and Howard Schultz & Associates, Inc., with operations in the U.S. and abroad. Our competitors for tax recovery audit services in France include major international accounting firms, tax attorneys and several smaller tax recovery audit firms. Also, we believe that newly independent Big 5 consulting units may become formidable competitors in the future. We are uncertain whether we can continue to compete successfully with our competitors. In addition, our profit margins could decline because of competitive pricing pressures that may have a material adverse effect on our business, financial condition and results of operations. OUR ARTICLES OF INCORPORATION, BYLAWS, SHAREHOLDERS' RIGHTS PLAN AND GEORGIA LAW MAY INHIBIT A TAKEOVER OF PRG Our Articles of Incorporation and Bylaws and Georgia law contain provisions that may delay, deter or inhibit a future acquisition of us not approved by our Board of Directors. This could occur even if our shareholders are offered an attractive value for their shares or if a substantial number or even a majority of our shareholders believe the takeover is in their best interest. These provisions are intended to encourage any person interested in acquiring us to negotiate with and obtain the approval of our Board of Directors in connection with the transaction. Provisions that could delay, deter or inhibit a future acquisition include the following: - a staggered Board of Directors; - special meeting call restrictions; and - the ability of the Board of Directors to consider the interests of various constituencies, including our employees, clients and creditors and the local community. Our Articles of Incorporation also permit the Board of Directors to issue shares of preferred stock with such designations, powers, preferences and rights as it determines, without any further vote or action by our 13 16 shareholders. In addition, we have in place a "poison pill" shareholders' rights plan that will trigger a dilutive issuance of common stock upon substantial purchases of our common stock by a third party which are not approved by the Board of Directors. These provisions also could discourage bids for our shares of common stock at a premium and have a material adverse effect on the market price of our shares. THE PRICE OF OUR STOCK HAS BEEN VOLATILE AND COULD CONTINUE TO FLUCTUATE SUBSTANTIALLY Our common stock is traded on the Nasdaq Stock Market. The market price of our common stock has been volatile, has fluctuated substantially and could continue to do so, based on a variety of factors, including the following: - future announcements concerning us or our key clients or competitors; - technological innovations; - government regulations; - litigation; or - changes in earnings estimates by analysts or the publication of negative reports by analysts about us. Furthermore, stock prices for many companies fluctuate widely for reasons that may be unrelated to their operating results. These fluctuations and general economic, political and market conditions, such as recessions or international currency fluctuations and demand for our services, may adversely affect the market price of our common stock. OUR FURTHER EXPANSION INTO ELECTRONIC COMMERCE AUDITING STRATEGIES AND PROCESSES MAY NOT BE PROFITABLE The Company anticipates a growing need for recovery auditing services among current clients migrating to internet-based procurement, as well as potential clients already engaged in electronic commerce transactions. The Company possesses a number of core competencies, including Electronic Data Interchange ("EDI") expertise, that can be leveraged toward the development of new electronic commerce audit services. In response to future demand for the Company's recovery auditing expertise, the Company intends to further expand into internet technology areas in the near future and may make substantial financial investments to do so. The profitability of these investments can not be assured nor can the demand for these services be fully anticipated. FORWARD-LOOKING STATEMENTS Some of the information in this Form 10-K contains forward-looking statements which look forward in time and involve substantial risks and uncertainties. All statements that cannot be assessed until the occurrence of a future event or events should be considered forward-looking. These statements are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and can be identified by the use of forward-looking words such as "may," "will," "expect," "anticipate," "believe," "estimate" and "continue" or similar words. Such statements include, without limitation, the following: - statements regarding the anticipated benefits of the planned divestitures; - the Company's belief that current business-to-business e-commerce initiatives involving the internet may provide recovery opportunities that exceed those existing when EDI is used; - the Company's ability to identify each year a larger volume of recoveries for most of its retail/ wholesale clients; - the ability of smaller recovery audit firms to compete in the future without making substantial capital investments; - statements that contain projections of the Company's future results of operations or of the Company's financial condition; and 14 17 - statements as to the adequacy of the Company's current working capital. There may be events in the future, however, that we are not accurately able to predict or over which we have no control. The risk factors listed under the heading "Risk Factors" in this Item 1., as well as any cautionary language in this Form 10-K, provide examples of risks, uncertainties and events that may cause our actual results to differ materially from the expectations we describe in our forward-looking statements. You should be aware that the occurrence of any of the events denoted as risk factors above and elsewhere in this Form 10-K could have a material adverse effect on our business, financial condition and results of operations. ITEM 2. PROPERTIES The Company's principal executive office is located in approximately 95,000 square feet of office space in Atlanta, Georgia. The Company leases this space under various agreements with primary terms expiring from December 2002 through February 2005. The Company's various operating units lease numerous other parcels of operating space in the various countries in which the Company currently conducts its business. Most of the Company's real property leases are individually less than five years in duration. See Note 5 of Notes to Consolidated Financial Statements included in Item 8. of this Form 10-K. ITEM 3. LEGAL PROCEEDINGS Beginning on June 6, 2000, three putative class action lawsuits were filed against the Company and certain of its present and former officers in the United States District Court for the Northern District of Georgia, Atlanta Division. These cases were subsequently consolidated into one proceeding styled: In re Profit Recovery Group International, Inc. Sec. Litig., Civil Action File No. 1:00-CV-1416-CC (the "Securities Class Action Litigation"). On November 13, 2000, the Plaintiffs in these cases filed a Consolidated and Amended Complaint (the "Complaint"). In that Complaint, Plaintiffs allege in general terms that the Company, John M. Cook, Scott L. Colabuono, and Michael A. Lustig (the "Defendants") violated Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 and Rule 10b-5 promulgated thereunder by allegedly disseminating materially false and misleading information about a change in the Company's method of recognizing revenue and in connection with revenue reported for a division. Plaintiffs purport to bring this action on behalf of a putative class of persons who purchased the Company's stock between July 19, 1999 and July 26, 2000. Plaintiffs seek an unspecified amount of compensatory damages, payment of litigation fees and expenses, and equitable and/or injunctive relief. On January 24, 2001, Defendants filed a Motion to Dismiss the Complaint for failure to state a claim under the Private Securities Litigation Reform Act, 15 U.S.C. sec. 78u-4 et seq. Plaintiffs filed their response to the Motion to Dismiss March 12, 2001 and Defendant's reply in support of that Motion is due on April 11, 2001. The Company believes the alleged claims in this lawsuit are without merit. The Company intends to defend this lawsuit vigorously. Due to the inherent uncertainties of the litigation process and the judicial system, the Company is unable to predict the outcome of this litigation. If the outcome of this litigation is adverse to the Company, it could have a material adverse effect on the Company's business, financial condition, and results of operations. In the normal course of business, the Company is involved in and subject to other claims, contractual disputes and other uncertainties. Management, after reviewing with legal counsel all of these actions and proceedings, believes that the aggregate losses, if any, will not have a material adverse effect on the Company's financial position or results of operations. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS During the fiscal fourth quarter covered by this report, no matter was submitted to a vote of security holders of the Company. 15 18 PART II ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS The Company's common stock is traded under the symbol "PRGX" on the Nasdaq Stock Market (Nasdaq). The Company has not paid cash dividends since its March 26, 1996 initial public offering and does not intend to pay cash dividends in the foreseeable future. Moreover, restrictive covenants included in the Company's bank credit facility specifically prohibit payment of cash dividends. Shareholder distributions reflected in the Company's Consolidated Statements of Shareholders' Equity for the years ended December 31, 1999 and 1998 relate to the pre-acquisition operations of PRS International, Ltd. which the Company acquired in August 1999 and accounted for under the pooling-of-interests method. As of February 28, 2001, there were approximately 6,000 beneficial holders of the Company's common stock and 333 holders of record. The following table sets forth, for the quarters indicated, the range of high and low prices for the Company's common stock as reported by Nasdaq during 2000 and 1999 and which have been retroactively adjusted, where appropriate, to reflect the Company's 3-for-2 stock split (effected in the form of a stock dividend) paid on August 17, 1999:
2000 CALENDAR QUARTER HIGH LOW - --------------------- ------ ------ 1st Quarter................................................. $33.50 $18.38 2nd Quarter................................................. 20.50 13.06 3rd Quarter................................................. 17.56 7.94 4th Quarter................................................. 9.38 3.75 1999 CALENDAR QUARTER - ------------------------------------------------------------ 1st Quarter................................................. $26.67 $18.75 2nd Quarter................................................. 32.25 22.42 3rd Quarter................................................. 45.50 24.83 4th Quarter................................................. 47.50 23.00
ITEM 6. SELECTED CONSOLIDATED FINANCIAL DATA The following table sets forth selected consolidated financial data for the Company as of and for the five years ended December 31, 2000. Such historical consolidated financial data as of and for the five years ended December 31, 2000 have been derived from the Company's Consolidated Financial Statements and Notes thereto, which Consolidated Financial Statements as of December 31, 2000 and 1999 and for each of the years in the three-year period ended December 31, 2000 have been audited by KPMG LLP, independent auditors. The Consolidated Balance Sheets as of December 31, 2000 and 1999, and the related Consolidated Statements of Operations, Shareholders' Equity and Cash Flows for each of the years in the three-year period ended December 31, 2000 and the independent auditors' report thereon, which in each such year is based partially upon the report of other auditors and refers to changes in accounting for revenue recognition in 2000 and 1999, are included in Item 8. of this Form 10-K. In March 2001, the Company formalized a strategic realignment initiative designed to enhance the Company's financial position and clarify its investment and operating strategy by focusing primarily on its core Accounts Payable business. Under this strategic realignment initiative, the Company will divest of the following non-core businesses: Meridian within the former Taxation Services segment, the Logistics Management Services segment, the Communications Services segment and the Ship & Debit division within the Accounts Payable Services segment. Selected Consolidated Financial data for the Company have been restated to reflect Meridian, Logistics Management Services, Communications Services, and Ship & Debit as discontinued operations for all periods presented. Selected Consolidated Financial data for the Company was retroactively restated, as required under accounting principles generally accepted in the United States of America, to include the accounts of Meridian and PRS International, Ltd. which were acquired in August 1999 and accounted for under the pooling-of-interests method. Further, the Company made the decision in the second quarter of 1999 to recognize revenue on all of its then existing operations when it invoices clients for its fee retroactive to January 1, 1999. The Company had previously recognized revenue from services provided to its historical client base (consisting primarily of retailers, wholesale distributors and governmental entities) at the time overpayment claims were presented to and approved by its clients. In accordance with the applicable requirements of accounting 16 19 principles generally accepted in the United States of America, consolidated financial statements for periods prior to 1999 have not been restated. Due to accounting changes and acquisitions accounted for as poolings-of-interests, certain financial statement amounts related to continuing operations for 1999 will not be directly comparable to corresponding amounts for 1998 and prior years, and certain financial statement amounts related to discontinued operations for 2000 will not be directly comparable to corresponding amounts for 1999 and prior years. The data presented below should be read in conjunction with the Consolidated Financial Statements and Notes thereto included in Item 8. of this Form 10-K and other financial information appearing elsewhere in this Form 10-K including Management's Discussion and Analysis of Financial Condition and Results of Operations.
YEARS ENDED DECEMBER 31, ---------------------------------------------------------- 2000(12) 1999(2)(10) 1998(1)(3) 1997(1)(4) 1996(1) -------- ----------- ---------- ---------- ------- (IN THOUSANDS, EXCEPT PER SHARE DATA) STATEMENTS OF OPERATIONS DATA: Revenues.............................. $297,089 $280,367 $206,859 $125,171 $85,439 Cost of revenues...................... 156,408 145,949 108,004 65,502 45,227 Selling, general and administrative expenses(5)......................... 119,779 90,952 69,917 42,841 28,925 -------- -------- -------- -------- ------- Operating income................. 20,902 43,466 28,938 16,828 11,287 Interest (expense), net............... (8,253) (4,190) (2,053) (383) (90) -------- -------- -------- -------- ------- Earnings from continuing operations before income taxes, discontinued operations and cumulative effect of accounting change......................... 12,649 39,276 26,885 16,445 11,197 Income taxes(6)....................... 5,313 15,632 9,948 6,153 7,799 -------- -------- -------- -------- ------- Earnings from continuing operations before discontinued operations and cumulative effect of accounting change.... 7,336 23,644 16,937 10,292 3,398 Discontinued operations: Earnings (loss) from discontinued operations, net of income taxes(10)...................... (46,464) 3,792 (2,303) (928) 445 Gain (loss) on disposal from discontinued operations including operating results for phase out period, net of income taxes.......................... -- -- -- -- -- -------- -------- -------- -------- ------- Earnings (loss) from discontinued operations..................... (46,464) 3,792 (2,303) (928) 445 -------- -------- -------- -------- ------- Earnings (loss) before cumulative effect of accounting change.... (39,128) 27,436 14,634 9,364 3,843 Cumulative effect of accounting change.............................. -- (29,195) -- -- -- -------- -------- -------- -------- ------- Net earnings (loss).............. $(39,128) $ (1,759) $ 14,634 $ 9,364 $ 3,843 ======== ======== ======== ======== ======= Cash dividends per share(11).......... $ -- $ 0.01 $ 0.01 $ 0.01 $ 0.16 ======== ======== ======== ======== ======= Basic earnings (loss) per share: Earnings from continuing operations before discontinued operations and cumulative effect of accounting change.............................. $ 0.15 $ 0.50 $ 0.43 $ 0.31 $ 0.11 Discontinued operations............... (0.95) 0.07 (0.06) (0.03) 0.02 Cumulative effect of accounting change.............................. -- (0.61) -- -- -- -------- -------- -------- -------- ------- Net earnings (loss)................... $ (0.80) $ (0.04) $ 0.37 $ 0.28 $ 0.13 ======== ======== ======== ======== ======= Diluted earnings (loss) per share: Earnings from continuing operations before discontinued operations and cumulative effect of accounting change.............................. $ 0.15 $ 0.48 $ 0.42 $ 0.30 $ 0.11 Discontinued operations............... (0.94) 0.07 (0.06) (0.03) 0.01 Cumulative effect of accounting change.............................. -- (0.59) -- -- -- -------- -------- -------- -------- ------- Net earnings (loss)................... $ (0.79) $ (0.04) $ 0.36 $ 0.27 $ 0.12 ======== ======== ======== ======== =======
17 20
DECEMBER 31, --------------------------------------------------------------- 2000(12) 1999(2)(7) 1998(1)(3)(8) 1997(1)(4) 1996(1)(9) -------- ---------- ------------- ---------- ---------- (IN THOUSANDS) BALANCE SHEET DATA: Cash and cash equivalents.......... $ 23,870 $ 22,315 $ 28,000 $ 19,926 $17,056 Working capital.................... 127,958 112,166 45,343 17,946 36,388 Total assets....................... 464,831 484,719 366,545 117,629 51,936 Long-term debt, excluding current installments and loans from shareholders..................... 154,563 95,294 112,886 24,372 716 Loans from shareholders............ -- -- -- -- 52 Total shareholders' equity......... 239,156 292,500 144,105 45,515 23,570
- --------------- (1) Selected consolidated financial data for the Company as of and for the three years December 31, 1998, as previously reported, have been retroactively restated, as required under accounting principles generally accepted in the United States of America, to include the accounts of Meridian VAT Corporation Limited and PRS International, Ltd. which were each acquired in August 1999 and accounted for under the pooling-of-interests method. See Notes 2 and 10 of Notes to Consolidated Financial Statements included in Item 8. of this Form 10-K. (2) During 1999, the Company completed six acquisitions accounted for as purchases consisting of Payment Technologies, Inc. (April), Invoice and Tariff Management Group, LLC (June), AP SA (October), Freight Rate Services, Inc. (December), Integrated Systems Consultants, Inc. (December) and minority interests in three Japanese subsidiaries of Meridian VAT Corporation Limited (December). See Notes 2 and 10 of Notes to Consolidated Financial Statements included in Item 8. of this Form 10-K. (3) During 1998, the Company completed eight acquisitions accounted for as purchases consisting of Precision Data Link (March), The Medallion Group (June), Novexel S.A. (July), Loder, Drew & Associates, Inc. (August), Cost Recovery Professionals Pty Ltd (September), Robert Beck & Associates, Inc. and related businesses (October), IP Strategies SA (November) and Industrial Traffic Consultants, Inc. (December). See Notes 2 and 10 of Notes to Consolidated Financial Statements included in Item 8. of this Form 10-K. (4) During 1997, the Company completed four acquisitions accounted for as purchases consisting of Accounts Payable Recovery Services, Inc. (February), The Hale Group (May), 98.4% of Financiere Alma, S.A. and its subsidiaries (October) and TradeCheck, LLC (November), and one acquisition accounted for as a pooling of interests, Shaps Group, Inc. (January). See Notes 2 and 10 of Notes to Consolidated Financial Statements included in Item 8. of this Form 10-K. (5) Includes merger-related charges relating to a business acquired under the pooling-of-interests accounting method and certain restructuring charges. See Note 16 of Notes to Consolidated Financial Statements included in Item 8. of this Form 10-K. (6) In connection with the Company's March 1996 initial public offering, all domestic entities became C corporations. As a result of these conversions to C corporations, the Company incurred a charge to operations of $3.7 million in 1996 for cumulative deferred income taxes. The Company's 1996 provision for income taxes of $7.8 million consists of the above-mentioned $3.7 million charge for cumulative deferred income taxes combined with $4.1 million in tax provisions for the three quarters subsequent to the March 26, 1996 initial public offering. (7) Balance Sheet Data as of December 31, 1999 reflect the receipt of net proceeds from the Company's January 1999 follow-on public offering. See Note 8 of Notes to Consolidated Financial Statements included in Item 8. of this Form 10-K. (8) Balance Sheet Data as of December 31, 1998 reflect the receipt of net proceeds from the Company's March 1998 follow-on public offering. See Note 8 of Notes to Consolidated Financial Statements included in Item 8. of this Form 10-K. (9) Balance Sheet Data as of December 31, 1996 reflect the receipt of net proceeds from the Company's March 1996 initial public offering together with the partial use of such proceeds to repay substantially all debt obligations other than certain convertible debentures which were converted to equity immediately prior to the offering. (10) In 2000 and 1999, the Company changed its method of accounting for revenue recognition. See Notes 2(b) and 1(d) of Notes to Consolidated Financial Statements included in Item 8. of this Form 10-K. (11) Cash dividends per share represent distributions to shareholders of the Company prior to the Company's initial public offering and distributions to the shareholders of PRS International, Ltd. (12) During 2000, the Company completed two acquisitions accounted for as purchases consisting of The Right Answer, Inc. (March) and TSL Services, Inc. (June). See Note 2 of Notes to Consolidated Financial Statements included in Item 8. of this Form 10-K. 18 21 ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OVERVIEW The Profit Recovery Group International, Inc. and subsidiaries (the "Company") is a leading provider of recovery audit, expense containment and knowledge application services to large and mid-size businesses having numerous payment transactions with many vendors. In businesses with large purchase volumes and continuously fluctuating prices, some small percentage of erroneous overpayments to vendors is inevitable. Although these businesses process the vast majority of payment transactions correctly, a small number of errors do occur. In the aggregate, these transaction errors can represent meaningful "lost profits" that can be particularly significant for businesses with relatively narrow profit margins. The Company's trained, experienced industry specialists use sophisticated proprietary technology and advanced recovery techniques and methodologies to identify overpayments to vendors and tax authorities. In addition, these specialists review clients' current practices and processes related to procurement and other expenses in order to identify solutions to manage and reduce expense levels, as well as apply knowledge and expertise of industry best practices to assist clients in improving their business efficiencies. In proceeding with the Company's strategic realignment initiative, the Company anticipates recognizing certain non-recurring charges related to the termination of certain of personnel during the first quarter of 2001. RESULTS OF OPERATIONS The following table sets forth the percentage of revenues represented by certain items in the Company's Consolidated Statements of Operations for the periods indicated:
YEARS ENDED DECEMBER 31, -------------------------- 2000 1999 1998 ------ ------ ------ STATEMENTS OF OPERATIONS DATA: Revenues.................................................. 100.0% 100.0% 100.0% Cost of revenues.......................................... 52.7 52.1 52.2 Selling, general and administrative expenses.............. 40.3 32.4 33.8 ----- ----- ----- Operating income.................................. 7.0 15.5 14.0 Interest (expense), net................................... (2.7) (1.5) (1.0) ----- ----- ----- Earnings from continuing operations before income taxes, discontinued operations and cumulative effect of accounting change..................... 4.3 14.0 13.0 Income taxes.............................................. 1.8 5.6 4.8 ----- ----- ----- Earnings from continuing operations before discontinued operations and cumulative effect of accounting change............................... 2.5 8.4 8.2 Discontinued operations: Earnings (loss) from discontinued operations, net of income taxes................................. (15.7) 1.4 (1.1) Gain (loss) on disposal from discontinued operations including operating results for phase out period, net of income taxes................. -- -- -- ----- ----- ----- Earnings (loss) from discontinued operations.............. (15.7) 1.4 (1.1) ----- ----- ----- Earnings (loss) before cumulative effect of accounting change............................... (13.2) 9.8 7.1 Cumulative effect of accounting change.................... -- (10.4) -- ----- ----- ----- Net earnings (loss)............................... (13.2)% (0.6)% 7.1% ===== ===== =====
19 22 2000 COMPARED TO 1999 Revenues. The Company's revenues consist principally of contractual percentages of overpayments recovered for clients. The Company's services from continuing operations are currently grouped into two distinct operating segments: Accounts Payable Services and French Taxation Services (see Note 13 of Notes to Consolidated Financial Statements included in Item 8. of this Form 10-K). Revenues from continuing operations increased 6.0% to $297.1 million in 2000, up from $280.4 million in 1999. This year-over-year increase of $16.7 million was comprised of an increase of $8.7 million from the Accounts Payable Services segment and $8.0 million from the Company's French Taxation Services segment. International revenues from continuing operations grew 28.0% to $103.0 million in 2000, up from $80.5 million in 1999. Revenues from the international portion of the Company's Accounts Payable Services segment increased 31.2% to $61.0 million in 2000, up from $46.5 million in 1999. This growth in the Accounts Payable Services segment was driven by new clients and by an expansion of services to existing clients, with the majority of the growth generated in Europe and Latin America. Year-over-year revenue growth in the Company's French Taxation Services segment of 23.5% resulted primarily from the acquisition of AP SA and its subsidiaries (collectively, "Groupe AP") in October 1999. Domestic revenues from continuing operations, which are generated entirely by the Company's Accounts Payable Services segment, decreased 2.9% to $194.1 million in 2000, down from $199.9 million in 1999. This decrease was driven by various factors in 2000, including delays or shifts in certain audit starts due to client-specific factors, certain clients that filed bankruptcy, longer than anticipated client recovery of overpayments for certain categories of recoveries, and shortfalls in execution of sales strategies to drive revenue generation. Cost of Revenues. Cost of revenues consists principally of commissions paid or payable to the Company's auditors based primarily upon the level of overpayment recoveries, and compensation paid to various types of hourly workers and salaried operational managers. Also included in cost of revenues are other direct costs incurred by these personnel including rental of non-headquarters offices, travel and entertainment, telephone, utilities, maintenance and supplies and clerical assistance. Cost of revenues as a percentage of revenues from continuing operations increased slightly to 52.7% of revenues in 2000, up from 52.1% of revenues in 1999. Internationally, cost of revenues as a percentage of international revenues from continuing operations improved to 46.7% in 2000, down from 49.3% in 1999. This year-over-year reduction in the cost of revenues as a percentage of revenues was primarily driven by improvements in the cost structure of the Company's international component of the Accounts Payable Services segment, most notably in the European and Asia operations. Cost of revenues as a percentage of segment revenues in the Company's French Taxation Services segment for 2000 remained comparable with previous year performance. Domestically, cost of revenues as a percentage of domestic revenues from continuing operations increased to 55.8% in 2000, up from 53.1% in 1999. This increase was principally driven by an increase in cost of revenues both as a percentage of revenues and on an absolute basis in the domestic commercial Accounts Payable Services operations, while revenues during this same period were lower. Costs of revenues as a percentage of revenue in the domestic retail/wholesale Accounts Payable Services operations on an absolute basis was comparable for 2000 as compared to 1999. Selling, General, and Administrative Expenses. Selling, general and administrative expenses include the expenses of sales and marketing activities, information technology services and the corporate data center, human resources, legal and accounting, administration, headquarters-related depreciation of property and equipment and amortization of intangibles. Selling, general and administrative expenses, as a percentage of revenues from continuing operations increased to 40.3% in 2000, up from 32.4% in 1999. A significant portion of this year-over-year increase was due to non-recurring charges incurred by the Company during the fourth quarter of 2000 of approximately $9.8 million consisting of: goodwill impairment charges, employee terminations, elimination of duplicate facilities, accounts receivable write-offs, and the write-down of certain property and equipment. In addition, a 20 23 portion of the year-over-year increase in selling, general and administrative expenses is due to expenditures resulting from the Company's investment in infrastructure to support anticipated future growth, research and development costs related to the Company's e-commerce business initiatives, and costs incurred in connection with the Company's branding initiatives. Internationally, excluding corporate overhead, selling, general and administrative expenses as a percentage of revenues from continuing operations increased to 32.1% in 2000, up from 28.5% in 1999. This increase was attributed primarily to the above-mentioned goodwill impairment charges related to the acquisition of IP Strategies, part of the French Taxation Services segment. Overall, French Taxation Services experienced an increase in selling, general, and administrative expenses as a percentage of segment revenues to 46.1% in 2000 versus 35.9% in 1999. Selling, general and administrative expenses as a percentage of segment revenues for international Accounts Payable Services decreased slightly to 22.5% in 2000, down from 23.2% in 1999. Domestically, excluding corporate overhead, selling, general and administrative expenses as a percentage of revenues from continuing operations increased to 23.9% in 2000, up from 20.4% in 1999. This increase is attributable to an increase in overhead support dedicated to the Accounts Payable Services business segment. Corporate selling, general, and administrative expenses as a percentage of revenues from continuing operations increased to 13.6% in 2000 up, from 9.7% in 1999. This increase is attributed to certain non-recurring charges outlined above. In August 1999, the Company acquired PRS International, Ltd. ("PRS") in a transaction accounted for as a pooling-of-interest. Costs incurred to combine the operations of PRS with the existing Accounts Payable Services business resulted in a non-recurring, restructuring charge of $1.1 million to provide for certain employee severance payments and the costs of closing duplicate office facilities. In connection with acquired businesses, the Company has recorded intangible assets including goodwill and deferred non-compete costs. Amortization of these intangible assets totaled $14.7 million in 2000 and $9.5 million in 1999. Operating Income. Operating income as a percentage of revenues from continuing operations decreased to 7.0% in 2000, down from 15.5% in 1999. Internationally, operating income as a percentage of revenues from continuing operations, excluding corporate overhead, decreased to 21.2% in 2000, from 22.1% in 1999. This decline was driven by a decrease in operating income in French Taxation Services to 13.5% in 2000, down from 23.4% in 1999, for reasons outlined above. Operating income for international Accounts Payable Services improved to 26.5% in 2000, up from 21.2% in 1999, primarily due to strong revenue growth and a reduction in cost of revenues. Domestically, operating income as a percentage of revenues from continuing operations, excluding corporate overhead, decreased to 20.3% in 2000, down from 26.5% in 1999 for reasons outlined above. Interest (Expense), Net. Interest (expense), net for 2000 was $8.3 million, up from $4.2 million in 1999. Most of the Company's interest expense pertains to its $200.0 million senior credit facility with a banking syndicate. The Company makes periodic borrowings under its credit facility primarily to finance the cash portion of consideration paid for businesses it acquires (see Notes 2 and 10 of Notes to Consolidated Financial Statements included in Item 8. of this Form 10-K). Without these acquisitions, the Company's need for bank borrowings would have been minimal. Earnings From Continuing Operations Before Income Taxes, Discontinued Operations and Cumulative Effect of Accounting Change. Earnings from continuing operations before income taxes, discontinued operations and cumulative effect of accounting change decreased 67.8% to $12.6 million in 2000, down from $39.3 million in 1999. As a percentage of total revenues, earnings from continuing operations before income taxes, discontinued operations and cumulative effect of accounting change were 4.3% in 2000 and 14.0% in 1999. Income Taxes. The provisions for income taxes for 2000 and 1999 consist of federal, state and foreign income taxes at the Company's effective tax rate which approximated 42% in 2000 and 40% in 1999. 21 24 Earnings (Loss) From Discontinued Operations. In March 2001, the Company formalized a strategic realignment initiative designed to enhance the Company's financial position and clarify its investment and operating strategy by focusing primarily on its core Accounts Payable Services business. Under this strategic realignment initiative, the Company will divest of the following non-core businesses: Meridian within the former Taxation Services segment, the Logistics Management Services segment, the Communications Services segment and the Ship & Debit division within the Accounts Payable Services segment. Earnings (loss) from discontinued operations decreased by $50.3 million from earnings of $3.8 million in 1999 to a loss of $46.5 million in 2000. Approximately $34.7 million of this year-over-year decline was due to the Company's decision to retroactively change its method of accounting for revenue recognition for the Meridian and Ship & Debit divisions, in consideration of guidance issued by the Securities and Exchange Commission under Staff Accounting Bulletin No. 101 "Revenue Recognition in Financial Statements" ("SAB 101") (see Note 2 of Notes to Consolidated Financial Statements included in Item 8. of this Form 10-K). Additionally, the Company recognized an after tax non-recurring goodwill impairment charge of approximately $15.6 million to adjust the net book value of the goodwill contained within the Communications Services segment. If the Company does not divest itself of the non-core businesses within approximately one year, their results may be reconsolidated with the results from continuing operations. Weighted-Average Shares Outstanding -- Basic. The Company's weighted-average shares outstanding for purposes of calculating basic earnings per share increased to 48.9 million for 2000, up from 47.5 million for 1999. This increase was comprised primarily of (i) restricted, unregistered shares issued by the Company in connection with acquisitions of various companies in 2000 and 1999 (ii) unregistered shares issued by the Company in liquidation of Meridian's shareholder loans in 1999 and reduced by (iii) outstanding shares repurchased in the open market under the Company's publicly announced share repurchase program in 2000 (see Notes 2, 8 and 10 of Notes to Consolidated Financial Statements included in Item 8. of this Form 10-K). 1999 COMPARED WITH 1998 As indicated in Note 1(a) and elsewhere in the Notes to Consolidated Financial Statements included in Item 8. of this Form 10-K, the Company chose during its quarter ended June 30, 1999, retroactive to January 1, 1999, to recognize revenue for the substantial majority of its operations when it invoices clients for its fee. In accordance with the applicable requirements of accounting principles generally accepted in the United States of America, the consolidated financial statements for periods prior to 1999 have not been restated. AS A RESULT, CERTAIN FINANCIAL STATEMENT ACCOUNTS FOR 1999 WILL NOT BE DIRECTLY COMPARABLE TO CORRESPONDING AMOUNTS FOR 1998 AND PRIOR YEARS. As further indicated in Notes 1(a) and 2 and elsewhere in the Notes to Consolidated Financial Statements included in Item 8. of this Form 10-K, during August 1999 the Company acquired Meridian and PRS. These acquisitions were accounted for as poolings-of-interests. Accordingly, the Company's previously reported consolidated financial statements for all prior periods have been retroactively restated, as required under accounting principles generally accepted in the United States of America, to include the operations of Meridian and PRS. Revenues. Revenues from continuing operations increased 35.5% to $280.4 million in 1999, up from $206.9 million in 1998. This year-over-year increase of $73.5 million was driven by similar revenue growth on a percentage basis for both domestic and international operations. International revenues from continuing operations grew 34.9% to $80.5 million in 1999, up from $59.7 million in 1998. Revenue increases of 38.0% in the international component of the Accounts Payable Services segment to $46.5 million in 1999, up from $33.7 in 1998, were driven primarily by internal growth resulting from both new clients and additional revenues from existing clients. Revenue growth in the French Taxation Services segment of 30.9% in 1999 compared to 1998 resulted both from internal growth as well as from the acquisitions of Novexel S.A. (1998), IP Strategies SA (1998), and AP SA (1999). 22 25 Domestic revenues from continuing operations, which are generated entirely from the Accounts Payable Services segment, increased 35.8% to $199.9 million in 1999, up from $147.2 million in 1998. Domestic revenue growth in 1999 was driven by a combination of revenues from Accounts Payable companies acquired during 1998 under the purchase method of accounting (Loder, Drew & Associates, and Robert Beck and Associates, Inc. -- see Note 10 of Notes to Consolidated Financial Statements included in Item 8. of this Form 10-K), and internal growth resulting from both new clients and additional revenues from existing clients. Cost of Revenues. Cost of revenues as a percentage of revenues from continuing operations decreased slightly to 52.1% of revenues in 1999, down from 52.2% of revenues in 1998. Internationally, cost of revenues as a percentage of revenues from continuing operations increased to 49.3% in 1999, up from 46.3% in 1998. This higher cost of revenues as a percentage of revenues was primarily due to increases in the Company's international Accounts Payable Services business due to the increased auditor management costs associated with geographic business expansion. Cost of revenues as a percentage of revenues in French Taxation Services improved to 40.7% in 1999 from 41.4% in 1998. Domestically, cost of revenues as a percentage of revenues from continuing operations decreased to 53.1% in 1999, down from 54.6% in 1998. This decrease on a percentage basis was driven primarily by an improvement in cost of revenues as a percentage of revenues in the Company's domestic retail/wholesale Accounts Payable portion of its Accounts Payable Services segment. Cost of revenues as a percentage of revenues in the domestic commercial Accounts Payable Services business was slightly higher in 1999 when compared to 1998. Selling, General, and Administrative Expenses. Selling, general and administrative expenses as a percentage of revenues from continuing operations decreased to 32.4% in 1999, down from 33.8% in 1998. Internationally, excluding corporate overhead, selling, general and administrative expenses as a percentage of revenues from continuing operations decreased to 28.5% in 1999, down from 35.0% in 1998. This improvement was driven by a decrease in selling, general and administrative expenses in international Accounts Payable Services to 23.2% in 1999, down from 35.3% in 1998, related principally to fixed cost elements being spread over a growing revenue base. Selling, general and administrative expenses as a percentage of revenues for French Taxation Services increased slightly to 35.9% in 1999, up from 34.7% in 1998. Domestically, excluding corporate overhead, selling, general and administrative expenses as a percentage of revenues from continuing operations increased to 20.4% in 1999, up from 19.7% in 1998. This rise in costs was driven by an increase in domestic retail Accounts Payable Services selling, general, and administrative expenses in 1999 from 1998, offset to some extent by a decrease in domestic commercial Accounts Payable Services selling, general, and administrative expenses. Corporate selling, general, and administrative expenses as a percentage of revenues from continuing operations was 9.7% in 1999 and 1998. In August 1999, the Company acquired PRS in a transaction accounted for as a pooling-of-interest. Costs incurred to combine the operations of PRS with its existing Accounts Payable Services business resulted in a non-recurring, restructuring charge of $1.1 million to provide for certain employee severance payments and the costs of closing duplicate office facilities. In connection with acquired businesses, the Company has recorded intangible assets including goodwill and deferred non-compete costs. Amortization of these intangible assets totaled $9.5 million in 1999 and $5.9 million in 1998. Operating Income. Operating income as a percentage of revenues from continuing operations increased to 15.5% in 1999, up from 14.0% in 1998. Internationally, operating income as a percentage of revenues from continuing operations, excluding corporate overhead, improved to 22.1% in 1999, up from 18.7% in 1998, as a result of improvements in operating income in international Accounts Payable for reasons outlined above. Operating income for French Taxation Services decreased slightly to 23.4% in 1999, down from 23.9% in 1998. Domestically, operating income as a percentage of revenues from continuing operations, excluding corporate 23 26 overhead, improved slightly to 26.5% in 1999, up from 25.7% in 1998, driven by an improvement in operating income for domestic commercial Accounts Payable for reasons outlined above. Interest (Expense), Net. Interest (expense), net for 1999 was $4.2 million, up from $2.1 million in 1998. Most of the Company's interest expense pertains to its $200.0 million senior credit facility with a banking syndicate. The Company makes periodic borrowings under its credit facility primarily to finance the cash portion of consideration paid for businesses it acquires (see Notes 2 and 10 of Notes to Consolidated Financial Statements included in Item 8. of this Form 10-K). Without these acquisitions, the Company's need for bank borrowings would have been minimal. Earnings From Continuing Operations Before Income Taxes, Discontinued Operations and Cumulative Effect of Accounting Change. Earnings from continuing operations before income taxes, discontinued operations and cumulative effect of accounting change increased 46.1% to $39.3 million in 1999, up from $26.9 million in 1998. As a percentage of total revenues, earnings from continuing operations before income taxes, discontinued operations and cumulative effect of accounting change were 14.0% in 1999 and 13.0% in 1998. Income Taxes. The provisions for income taxes for 1999 and 1998 consist of federal, state and foreign income taxes at the Company's effective tax rate which approximated 40% in 1999 and 37% in 1998. Effective tax rates in 1999 are higher than 1998 as a result of business acquisition transactions. Earnings (Loss) From Discontinued Operations. Earnings (loss) from discontinued operations improved by $6.1 million from a loss of $2.3 million in 1998 to earnings of $3.8 million in 1999. A substantial portion of this year-over-year increase was attributable to acquisitions that the Company completed in 1999 related to both the Communications Services and the Logistics Management Services segments. Additionally, the Meridian division improved its year-over-year performance by approximately 24.9% in 1999 compared to its 1998 operating income levels. If the Company does not divest itself of the non-core businesses within approximately one year, their results may be reconsolidated with the results from continuing operations. Weighted-Average Shares Outstanding -- Basic. The Company's weighted-average shares outstanding for purposes of calculating basic earnings per share increased to 47.5 million for 1999, up from 39.2 million for 1998. This increase related primarily to 4.1 million common shares issued in a public offering in January 1999 and common shares issued in connection with acquisitions of various companies in 1999 and 1998 (see Notes 2, 8 and 10 of Notes to Consolidated Financial Statements included in Item 8. of this Form 10-K). 24 27 QUARTERLY RESULTS The following tables set forth certain unaudited quarterly financial data for each of the Company's last eight quarters. The information has been derived from unaudited Consolidated Financial Statements that, in the opinion of management, reflect all adjustments (consisting only of normal recurring adjustments) necessary for a fair presentation of such quarterly information. The operating results for any quarter are not necessarily indicative of the results to be expected for any future period.
2000 QUARTER ENDED 1999 QUARTER ENDED ---------------------------------------- --------------------------------------- MAR. 31 JUNE 30 SEPT. 30 DEC. 31 MAR. 31 JUNE 30 SEPT. 30 DEC. 31 -------- ------- -------- -------- -------- ------- -------- ------- (IN THOUSANDS, EXCEPT PER SHARE DATA) Revenues............................ $ 63,894 $76,683 $79,087 $ 77,425 $ 56,218 $70,229 $74,472 $79,448 Cost of revenues.................... 35,350 38,572 40,594 41,892 32,100 38,091 35,181 40,577 Selling, general and administrative expenses.......................... 25,910 24,520 28,161 41,188 21,148 21,663 25,516 22,625 -------- ------- ------- -------- -------- ------- ------- ------- Operating income (loss)..... 2,634 13,591 10,332 (5,655) 2,970 10,475 13,775 16,246 Interest (expense), net............. (1,570) (2,171) (2,287) (2,225) (781) (1,003) (1,102) (1,304) -------- ------- ------- -------- -------- ------- ------- ------- Earnings (loss) from continuing operations before income taxes, discontinued operations and cumulative effect of accounting change............................ 1,064 11,420 8,045 (7,880) 2,189 9,472 12,673 14,942 Income tax expense (benefit)........ 447 4,796 3,380 (3,310) 871 3,770 5,044 5,947 -------- ------- ------- -------- -------- ------- ------- ------- Earnings (loss) from continuing operations before discontinued operations and cumulative effect of accounting change.............. 617 6,624 4,665 (4,570) 1,318 5,702 7,629 8,995 Discontinued operations: Earnings (loss) from discontinued operations, net of income taxes........................... (24,413) 24 (236) (21,839) (2,164) 4,554 (4,548) 5,950 Gain (loss) on disposal from discontinued operations including operating results for phase out period, net of income taxes........................... -- -- -- -- -- -- -- -- -------- ------- ------- -------- -------- ------- ------- ------- Earnings (loss) from discontinued operations........................ (24,413) 24 (236) (21,839) (2,164) 4,554 (4,548) 5,950 -------- ------- ------- -------- -------- ------- ------- ------- Earnings (loss) before cumulative effect of accounting change....... (23,796) 6,648 4,429 (26,409) (846) 10,256 3,081 14,945 Cumulative effect of accounting change............................ -- -- -- -- (29,195) -- -- -- -------- ------- ------- -------- -------- ------- ------- ------- Net earnings (loss)......... $(23,796) $ 6,648 $ 4,429 $(26,409) $(30,041) $10,256 $ 3,081 $14,945 ======== ======= ======= ======== ======== ======= ======= ======= Basic earnings (loss) per share: Earnings (loss) from continuing operations before discontinued operations and cumulative effect of accounting change............ $ 0.01 $ 0.13 $ 0.10 $ (0.10) $ 0.03 $ 0.12 $ 0.16 $ 0.19 Discontinued operations........... (0.49) -- (0.01) (0.46) (0.05) 0.10 (0.09) 0.12 Cumulative effect of accounting change.......................... -- -- -- -- (0.63) -- -- -- -------- ------- ------- -------- -------- ------- ------- ------- Net earnings (loss)......... $ (0.48) $ 0.13 $ 0.09 $ (0.56) $ (0.65) $ 0.22 $ 0.07 $ 0.31 ======== ======= ======= ======== ======== ======= ======= ======= Diluted earnings (loss) per share: Earnings (loss) from continuing operations before discontinued operations and cumulative effect of accounting change............ $ 0.01 $ 0.13 $ 0.09 $ (0.10) $ 0.03 $ 0.12 $ 0.15 $ 0.18 Discontinued operations........... (0.48) -- -- (0.46) (0.05) 0.09 (0.09) 0.11 Cumulative effect of accounting change.......................... -- -- -- -- (0.61) -- -- -- -------- ------- ------- -------- -------- ------- ------- ------- Net earnings (loss)......... $ (0.47) $ 0.13 $ 0.09 $ (0.56) $ (0.63) $ 0.21 $ 0.06 $ 0.29 ======== ======= ======= ======== ======== ======= ======= =======
25 28 The information for the seven quarters ended September 30, 2000, as originally reported prior to presentation of discontinued operations were as follows:
2000 QUARTER ENDED 1999 QUARTER ENDED ----------------------------- ---------------------------------------- MAR. 31 JUNE 30 SEPT. 30 MAR. 31 JUNE 30 SEPT. 30 DEC. 31 ------- -------- -------- -------- ------- -------- -------- (IN THOUSANDS, EXCEPT PER SHARE DATA) Revenues................................... $81,829 $105,751 $101,973 $ 64,437 $90,443 $91,259 $103,508 Cost of revenues........................... 45,738 53,267 56,541 38,038 47,441 43,411 51,747 Selling, general and administrative expenses................................. 31,282 29,264 35,072 22,873 24,660 27,540 27,208 ------- -------- -------- -------- ------- ------- -------- Operating income before business acquisition and restructuring expenses... 4,809 23,220 10,360 3,526 18,342 20,308 24,553 Business acquisition and restructuring expenses................................. -- -- -- 1,495 1,496 10,380 (30) ------- -------- -------- -------- ------- ------- -------- Operating income................... 4,809 23,220 10,360 2,031 16,846 9,928 24,583 Interest (expense), net.................... (1,550) (2,580) (2,645) (1,414) (1,560) (1,304) (1,251) ------- -------- -------- -------- ------- ------- -------- Earnings before income taxes, minority interest and cumulative effect of accounting change........................ 3,259 20,640 7,715 617 15,286 8,624 23,332 Income taxes............................... 1,214 7,688 2,874 1,386 4,718 5,495 8,467 ------- -------- -------- -------- ------- ------- -------- Earnings (loss) before minority interest and cumulative effect of accounting change................................... 2,045 12,952 4,841 (769) 10,568 3,129 14,865 Minority interest in (earnings) of consolidated subsidiaries................ -- -- -- (77) (312) (48) 80 ------- -------- -------- -------- ------- ------- -------- Earnings (loss) before cumulative effect of accounting change........................ 2,045 12,952 4,841 (846) 10,256 3,081 14,945 Cumulative effect of accounting change..... -- -- -- (29,195) -- -- -- ------- -------- -------- -------- ------- ------- -------- Net earnings (loss)................ $ 2,045 $ 12,952 $ 4,841 $(30,041) $10,256 $ 3,081 $ 14,945 ======= ======== ======== ======== ======= ======= ======== Basic earnings (loss) per share: Earnings (loss) before cumulative effect of accounting change................... $ 0.04 $ 0.26 $ 0.10 $ (0.02) $ 0.22 $ 0.06 $ 0.31 Cumulative effect of accounting change... -- -- -- (0.63) -- -- -- ------- -------- -------- -------- ------- ------- -------- Net earnings (loss)................ $ 0.04 $ 0.26 $ 0.10 $ (0.65) $ 0.22 $ 0.06 $ 0.31 ======= ======== ======== ======== ======= ======= ======== Diluted earnings (loss) per share: Earnings (loss) before cumulative effect of accounting change................... $ 0.04 $ 0.26 $ 0.10 $ (0.02) $ .021 $ 0.06 $ 0.29 Cumulative effect of accounting change... -- -- -- (0.63) -- -- -- ------- -------- -------- -------- ------- ------- -------- Net earnings (loss)................ $ 0.04 $ 0.26 $ 0.10 $ (0.65) $ 0.21 $ 0.06 $ 0.29 ======= ======== ======== ======== ======= ======= ========
The Company has experienced and expects to continue to experience significant seasonality in its business. The Company typically realizes higher revenues and operating income in the last two quarters of its fiscal year. This trend reflects the inherent purchasing and operational cycles of the Company's clients. The Company's larger acquisitions during recent years are not expected to affect this trend because these entities have historically experienced similar seasonality in their revenues and operating income. Should the Company not continue to realize increased revenues in future third and fourth quarter periods, profitability for any affected quarter and the entire year could be materially and adversely affected due to ongoing selling, general and administrative expenses that are largely fixed over the short term. LIQUIDITY AND CAPITAL RESOURCES The Company maintains a $200.0 million senior bank credit facility that is syndicated between nine banking institutions led by NationsBank, N.A. (now Bank of America) as agent for the group. Subject to adherence to standard loan covenants, borrowings under the credit facility are available for working capital, acquisitions of other companies in the recovery audit industry, capital expenditures and general corporate purposes. As of March 13, 2001, the Company had $147.8 million in outstanding principal borrowings under its credit facility. Net cash provided by operating activities was $33.5 million in 2000, $5.5 million in 1999 and $15.4 million in 1998. The 2000 improvement related in part to increased managerial emphasis on client billings and cash collections. 26 29 Net cash used in investing activities was $51.7 million in 2000, $45.3 million in 1999 and $96.6 million in 1998. During 2000, 1999 and 1998, the Company spent $44.0 million, $27.2 million and $79.0 million, respectively, as the cash portion of consideration paid to acquire various recovery audit firms. Net cash provided by financing activities was $43.6 million in 2000, $84.4 million in 1999 and $128.5 million in 1998. As discussed in Note 8 of the Notes to Consolidated Financial Statements included in Item 8. of this Form 10-K, the Company completed an underwritten follow-on stock offering in January 1999. Net cash used in discontinued operations was $24.3 million in 2000, $50.3 million in 1999 and $39.2 million in 1998. During 2000, 1999 and 1998, the Company spent $23.8 million, $48.6 million and $34.3 million, respectively, as the cash portion of consideration paid to acquire various recovery audit firms that are currently designated as discontinued operations. As discussed in Note 10 of Notes to Consolidated Financial Statements included in Item 8. of this Form 10-K, at December 31, 1999 the Company recorded $40.0 million as accrued business acquisition consideration. Additionally, as of December 31, 1999 the Company accrued $5.0 million of business acquisition consideration as a component of net assets of discontinued operations on its Consolidated Balance Sheet in connection with an acquired recovery audit firm. $44.0 million was borrowed under the Company's credit facility in 2000 and simultaneously paid to the prior owners of these two firms. The private shareholders of Groupe AP are eligible to receive additional purchase price consideration based upon the profitability of Groupe AP for the two year period ending December 31, 2000 of up to 88.7 million French Francs (approximately $12.7 million at December 31, 2000) payable no later than April 30, 2001 using a prescribed combination of cash and restricted, unregistered shares of the Company's common stock. The Company currently anticipates paying approximately $7.6 million in cash and issuing approximately $5.1 million in shares of the Company's common stock. The Company expects to fund the cash portion of this anticipated payout through additional borrowings under the Company's credit facility. Through March 23, 2001, the Company acquired 23 recovery audit firms. The Company intends to significantly limit future business acquisitions to those having compelling strategic importance. There can be no assurance, however, that the Company will be successful in consummating further acquisitions due to factors such as receptivity of potential acquisition candidates and valuation issues. Additionally, there can be no assurance that future acquisitions, if consummated, can be successfully assimilated into the Company. The Company from time to time issues restricted, unregistered common stock in partial consideration for the business entities it acquires. The timing and quantity of any future securities issuances are not susceptible to estimation. Additionally, if the Company is successful in arranging for future acquisitions which individually or collectively are large relative to the Company's size, it may need to secure additional debt or equity financing. There are no current plans to seek such financing. The Company repurchased approximately 2.4 million shares of its outstanding common stock under its share repurchase program at a cost of approximately $21.0 million. Under the share repurchase program, the Company can purchase an additional $29.0 million of its outstanding common stock in the open market. No borrowings under the credit facility were made to fund the purchase of these shares. Currently, the Company anticipates funding additional share repurchases, if any, under this program with funds from operations, however, additional borrowings under the credit facility are available, if necessary, to fund the repurchases. As discussed in Note 2 of Notes to Consolidated Financial Statements included in Item 8. of this Form 10-K, the Company formalized a strategic realignment initiative designed to enhance the Company's financial position and clarify its investment and operating strategy by focusing primarily on its core Accounts Payable business. Under this strategic realignment initiative, the Company will divest of the following non-core businesses: Meridian VAT Reclaim ("Meridian") within the former Taxation Services segment, the Logistics Management Services segment, the Communications Services segment and the Ship and Debit ("Ship & Debit") division within the Accounts Payable segment. Proceeds from the divestiture of these businesses are expected to be used to pay down outstanding principal borrowings under the Company's credit facility. 27 30 The Company believes that its current working capital, availability remaining under its $200.0 million credit facility and cash flow generated from future operations will be sufficient to meet the Company's working capital and capital expenditure requirements through December 31, 2001 unless one or more acquisitions are consummated which require the Company to seek additional debt or equity financing. NEW ACCOUNTING STANDARD Statement of Financial Accounting Standards No. 133, "Accounting for Derivative Instruments and Hedging Activities" establishes accounting and reporting standards for derivative instruments, including certain derivative instruments embedded in other contracts, and for hedging activities. This pronouncement, as amended by Statements of Financial Accounting Standards No. 137 and No. 138, is effective for all fiscal quarters of fiscal years beginning after June 15, 2000 although earlier application is encouraged. The Company has chosen to adopt this pronouncement effective with its fiscal year which began January 1, 2001 and does not believe that it will materially affect its reported results of operations or financial condition upon adoption. ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK On August 19, 1999, the Company acquired Meridian VAT Corporation Limited ("Meridian"). Meridian (which was declared a discontinued operation in March 2001) is based in Dublin, Ireland and specializes in the recovery of value-added taxes paid on business expenses by corporate clients. Meridian periodically utilizes derivative financial instruments to hedge against adverse currency fluctuations since it must transact business using a variety of European and Asian currencies. Meridian had no derivative financial instruments outstanding at December 31, 2000. None of the Company's operating units other than Meridian have historically utilized derivative financial instruments. 28 31 ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
PAGE NUMBER ------ Independent Auditors' Reports............................... 30, 31 Consolidated Statements of Operations for the Years ended December 31, 2000, 1999 and 1998.......................... 32 Consolidated Balance Sheets as of December 31, 2000 and 1999...................................................... 33 Consolidated Statements of Shareholders' Equity for the Years ended December 31, 2000, 1999 and 1998.............. 34 Consolidated Statements of Cash Flows for the Years ended December 31, 2000, 1999 and 1998.......................... 35 Notes to Consolidated Financial Statements.................. 36
29 32 INDEPENDENT AUDITORS' REPORT The Board of Directors and Shareholders The Profit Recovery Group International, Inc.: We have audited the accompanying Consolidated Balance Sheets of The Profit Recovery Group International, Inc. and subsidiaries as of December 31, 2000 and 1999, and the related Consolidated Statements of Operations, Shareholders' Equity, and Cash Flows for each of the years in the three-year period ended December 31, 2000. In connection with our audits of the consolidated financial statements, we have also audited the financial statement schedule as listed in Item 14(a)2. These consolidated financial statements and financial statement schedule are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements and financial statement schedule based on our audits. We did not audit the consolidated financial statements of PRG France, S.A. and subsidiaries, which financial statements reflect total assets constituting 21% and 19% as of December 31, 2000 and 1999, respectively, and total revenues constituting 13%, 11% and 13% in 2000, 1999 and 1998, respectively, of the related consolidated totals. Those financial statements were audited by other auditors whose report has been furnished to us, and our opinion, insofar as it relates to the amounts included for PRG France, S.A. and subsidiaries, is based solely on the report of the other auditors. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits and the report of the other auditors provide a reasonable basis for our opinion. In our opinion, based on our audits and the report of the other auditors, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of The Profit Recovery Group International, Inc. and subsidiaries as of December 31, 2000 and 1999, and the results of their operations and their cash flows for each of the years in the three-year period ended December 31, 2000 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the related financial statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein. As discussed in Notes 2(b) and 1(d) to the consolidated financial statements, the Company changed its method of revenue recognition in 2000 and 1999, respectively. KPMG LLP Atlanta, Georgia March 15, 2001 30 33 INDEPENDENT AUDITORS' REPORT Board of Directors and Shareholders of PRG France S.A. We have audited the consolidated balance sheets of PRG France S.A. and subsidiaries as of December 31, 2000 and 1999 and the related consolidated statements of earnings, changes in shareholders' equity and cash flows for each of the three years in the period ended December 31, 2000. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, such consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Company and its subsidiaries as of December 31, 2000 and 1999, and the consolidated results of their operations and their cash flows for each of the three years in the period ended December 31, 2000, in conformity with accounting principles generally accepted in the United States. ERNST & YOUNG Audit Any ANTOLA Paris, France March 9, 2001 31 34 THE PROFIT RECOVERY GROUP INTERNATIONAL, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS
YEARS ENDED DECEMBER 31, -------------------------------------- 2000 1999 1998 ---------- ---------- ---------- (IN THOUSANDS, EXCEPT PER SHARE DATA) Revenues................................................... $297,089 $280,367 $206,859 Cost of revenues........................................... 156,408 145,949 108,004 Selling, general and administrative expenses (Note 16)..... 119,779 90,952 69,917 -------- -------- -------- Operating income................................. 20,902 43,466 28,938 Interest (expense), net.................................... (8,253) (4,190) (2,053) -------- -------- -------- Earnings from continuing operations before income taxes, discontinued operations and cumulative effect of accounting change.................... 12,649 39,276 26,885 Income taxes (Note 6)...................................... 5,313 15,632 9,948 -------- -------- -------- Earnings from continuing operations before discontinued operations and cumulative effect of accounting change........................... 7,336 23,644 16,937 Discontinued operations (Note 2): Earnings (loss) from discontinued operations, net of income taxes of $(11,141), $4,434 and $1,880 in 2000, 1999 and 1998, respectively, including cumulative effect of accounting change of $(26,145) in 2000...... (46,464) 3,792 (2,303) Gain (loss) on disposal from discontinued operations including operating results for phase-out period, net of income taxes....................................... -- -- -- -------- -------- -------- Earnings (loss) from discontinued operations............. (46,464) 3,792 (2,303) -------- -------- -------- Earnings (loss) before cumulative effect of accounting change................................................ (39,128) 27,436 14,634 Cumulative effect of accounting change (Note 1 (d))........ -- (29,195) -- -------- -------- -------- Net earnings (loss).............................. $(39,128) $ (1,759) $ 14,634 ======== ======== ======== Basic earnings (loss) per share (Note 15): Earnings from continuing operations before discontinued operations and cumulative effect of accounting change........................... $ 0.15 $ 0.50 $ 0.43 Discontinued operations.......................... (0.95) 0.07 (0.06) Cumulative effect of accounting change........... -- (0.61) -- -------- -------- -------- Net earnings (loss).............................. $ (0.80) $ (0.04) $ 0.37 ======== ======== ======== Diluted earnings (loss) per share (Note 15): Earnings from continuing operations before discontinued operations and cumulative effect of accounting change........................... $ 0.15 $ 0.48 $ 0.42 Discontinued operations.......................... (0.94) 0.07 (0.06) Cumulative effect of accounting change........... -- (0.59) -- -------- -------- -------- Net earnings (loss).............................. $ (0.79) $ (0.04) $ 0.36 ======== ======== ======== Pro forma amounts, assuming the new accounting method is applied retroactively (Note 1(d)): Earnings from continuing operations................. $ 5,295 ======== Basic earnings per share from continuing operations....................................... $ 0.13 ======== Diluted earnings per share from continuing operations....................................... $ 0.13 ========
See accompanying Notes to Consolidated Financial Statements. 32 35 THE PROFIT RECOVERY GROUP INTERNATIONAL, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS
DECEMBER 31, ------------------- 2000 1999 -------- -------- (IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA) ASSETS Current assets: Cash and cash equivalents................................. $ 23,870 $ 22,315 Receivables: Contract receivables, less allowance for doubtful accounts of $5,243 in 2000 and $3,624 in 1999.......... 67,399 61,722 Employee advances and miscellaneous receivables......... 5,073 8,553 -------- -------- Total receivables................................... 72,472 70,275 -------- -------- Prepaid expenses and other current assets................. 3,470 2,109 Deferred income taxes (Note 6)............................ 12,565 5,814 Net assets of discontinued operations (Note 2)............ 79,534 101,101 -------- -------- Total current assets................................ 191,911 201,614 -------- -------- Property and equipment: Computer and other equipment.............................. 49,708 42,803 Furniture and fixtures.................................... 3,755 4,046 Land and buildings........................................ -- 1,412 Leasehold improvements.................................... 5,957 5,217 -------- -------- 59,420 53,478 Less accumulated depreciation and amortization............ 32,516 20,453 -------- -------- Property and equipment, net......................... 26,904 33,025 -------- -------- Noncompete agreements, less accumulated amortization of $6,707 in 2000 and $5,796 in 1999......................... 937 1,711 Deferred loan costs, less accumulated amortization of $1,341 in 2000 and $795 in 1999.................................. 1,701 1,492 Goodwill, less accumulated amortization of $23,469 in 2000 and $12,842 in 1999....................................... 235,153 240,775 Deferred income taxes (Note 6).............................. 6,236 5,505 Other assets................................................ 1,989 597 -------- -------- $464,831 $484,719 ======== ======== LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities: Notes payable to bank..................................... $ -- $ 736 Current installments of long-term debt (Note 4)........... 391 1,014 Accounts payable and accrued expenses..................... 17,284 13,224 Accrued business acquisition consideration (Note 10)...... 7,567 40,000 Accrued payroll and related expenses...................... 38,017 33,051 Deferred tax recovery audit revenue....................... 694 1,423 -------- -------- Total current liabilities........................... 63,953 89,448 Long-term debt, excluding current installments (Note 4)..... 154,563 95,294 Deferred compensation (Note 7).............................. 5,615 4,656 Other long-term liabilities................................. 1,544 2,821 -------- -------- Total liabilities................................... 225,675 192,219 -------- -------- Shareholders' equity (Notes 2, 4, 7, 8, 10 and 11): Preferred stock, no par value. Authorized 500,000 shares; no shares issued or outstanding in 2000 and 1999........ -- -- Participating preferred stock, no par value. Authorized 500,000 shares; no shares issued or outstanding in 2000 and 1999................................................ -- -- Common stock, no par value; $.001 stated value per share. Authorized 200,000,000 shares; issued 49,912,231 shares in 2000 and 49,363,044 shares in 1999................... 50 49 Additional paid-in capital................................ 316,127 302,455 Accumulated deficit....................................... (40,035) (907) Accumulated other comprehensive loss...................... (14,237) (9,097) Treasury stock at cost, 2,435,990 shares in 2000.......... (21,024) -- Unearned portion of restricted stock...................... (1,725) -- -------- -------- Total shareholders' equity.......................... 239,156 292,500 -------- -------- Commitments and contingencies (Notes 2, 3, 4, 5, 8, 9, and 10) $464,831 $484,719 ======== ========
See accompanying Notes to Consolidated Financial Statements. 33 36 THE PROFIT RECOVERY GROUP INTERNATIONAL, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY YEARS ENDED DECEMBER 31, 2000, 1999 AND 1998
ACCUMULATED OTHER COMPREHENSIVE RETAINED (LOSS) FOREIGN UNEARNED COMMON STOCK ADDITIONAL EARNINGS CURRENCY PORTION OF --------------- PAID-IN (ACCUMULATED TRANSLATION TREASURY RESTRICTED SHARES AMOUNT CAPITAL DEFICIT) ADJUSTMENTS STOCK STOCK ------ ------ ---------- ------------ -------------- -------- ---------- (IN THOUSANDS) BALANCE AT DECEMBER 31, 1997....................... 34,981 $35 $ 57,629 $(10,964) $ (1,149) $ -- $ -- Comprehensive income: Net earnings............... -- -- -- 14,634 -- -- -- Other comprehensive loss -- foreign currency translation adjustments.............. -- -- -- -- (1,176) -- -- Comprehensive income....... -- -- -- -- -- -- -- Issuances of common stock: Issuances under employee stock option plans (including tax benefits of $1,096)............... 341 -- 4,365 -- -- -- -- Other common stock issuances................ 6,926 7 81,163 -- -- -- -- Distributions to former Sub S shareholders............. -- -- -- (439) -- -- -- ------ --- -------- -------- -------- -------- ------- BALANCE AT DECEMBER 31, 1998....................... 42,248 42 143,157 3,231 (2,325) -- -- Reclassification of S Corporation earnings of PRS........................ -- -- 1,766 (1,766) -- -- -- Comprehensive loss: Net loss................... -- -- -- (1,759) -- -- -- Other comprehensive loss -- foreign currency translation adjustments.............. -- -- -- -- (6,772) -- -- Comprehensive loss......... -- -- -- -- -- -- -- Issuances of common stock: Issuances under employee stock option plans (including tax benefits of $3,551)............... 421 -- 7,599 -- -- -- -- Other common stock issuances................ 5,657 6 118,504 -- -- -- -- Distributions to former Sub S shareholders............. -- -- -- (613) -- -- -- Conversion of shareholder loans...................... 1,037 1 30,391 -- -- -- -- Transaction costs paid directly by shareholders... -- -- 1,070 -- -- -- -- Fractional shares paid in cash....................... -- -- (32) -- -- -- -- ------ --- -------- -------- -------- -------- ------- BALANCE AT DECEMBER 31, 1999....................... 49,363 49 302,455 (907) (9,097) -- -- Comprehensive loss: Net loss................... -- -- -- (39,128) -- -- -- Other comprehensive loss -- foreign currency translation adjustments.............. -- -- -- -- (5,140) -- -- Comprehensive loss......... -- -- -- -- -- -- -- Issuances of common stock: Issuances under employee stock option plans (including tax benefits of $2,165)............... 241 1 7,770 -- -- -- (1,725) Other common stock issuances................ 308 -- 5,902 -- -- -- -- Treasury shares repurchased (2,436 shares)............. -- -- -- -- -- (21,024) -- ------ --- -------- -------- -------- -------- ------- BALANCE AT DECEMBER 31, 2000....................... 49,912 $50 $316,127 $(40,035) $(14,237) $(21,024) $(1,725) ====== === ======== ======== ======== ======== ======= TOTAL COMPREHENSIVE SHAREHOLDERS' INCOME (LOSS) EQUITY ------------- ------------- (IN THOUSANDS) BALANCE AT DECEMBER 31, 1997....................... $ -- $ 45,551 Comprehensive income: Net earnings............... 14,634 14,634 Other comprehensive loss -- foreign currency translation adjustments.............. (1,176) (1,176) Comprehensive income....... 13,458 -- Issuances of common stock: Issuances under employee stock option plans (including tax benefits of $1,096)............... -- 4,365 Other common stock issuances................ -- 81,170 Distributions to former Sub S shareholders............. -- (439) -------- -------- BALANCE AT DECEMBER 31, 1998....................... -- 144,105 Reclassification of S Corporation earnings of PRS........................ -- -- Comprehensive loss: Net loss................... (1,759) (1,759) Other comprehensive loss -- foreign currency translation adjustments.............. (6,772) (6,772) Comprehensive loss......... (8,531) -- Issuances of common stock: Issuances under employee stock option plans (including tax benefits of $3,551)............... -- 7,599 Other common stock issuances................ -- 118,510 Distributions to former Sub S shareholders............. -- (613) Conversion of shareholder loans...................... -- 30,392 Transaction costs paid directly by shareholders... -- 1,070 Fractional shares paid in cash....................... -- (32) -------- -------- BALANCE AT DECEMBER 31, 1999....................... -- 292,500 Comprehensive loss: Net loss................... (39,128) (39,128) Other comprehensive loss -- foreign currency translation adjustments.............. (5,140) (5,140) Comprehensive loss......... (44,268) -- Issuances of common stock: Issuances under employee stock option plans (including tax benefits of $2,165)............... -- 6,046 Other common stock issuances................ -- 5,902 Treasury shares repurchased (2,436 shares)............. -- (21,024) -------- -------- BALANCE AT DECEMBER 31, 2000....................... $ -- $239,156 ======== ========
See accompanying Notes to Consolidated Financial Statements. 34 37 THE PROFIT RECOVERY GROUP INTERNATIONAL, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31, ------------------------------- 2000 1999 1998 -------- -------- --------- (IN THOUSANDS) Cash flows from operating activities: Net earnings (loss)....................................... $(39,128) $ (1,759) $ 14,634 Cumulative effect of accounting change.................... -- 29,195 -- (Earnings) loss from discontinued operations.............. 46,464 (3,792) 2,303 -------- -------- --------- Earnings from continuing operations....................... 7,336 23,644 16,937 Adjustments to reconcile net earnings (loss) to net cash provided by operating activities: Depreciation and amortization........................... 28,880 19,120 11,203 Loss on sale of property and equipment.................. -- 47 168 Restricted stock compensation expense................... 247 -- -- Interest accrued on shareholder loans................... -- 860 -- Deferred compensation expense........................... 950 783 890 Deferred income taxes, net of cumulative effect of accounting change..................................... (7,482) (115) 3,826 Changes in assets and liabilities, net of effects of acquisitions: Receivables............................................. (2,488) (40,953) (35,400) Prepaid expenses and other current assets............... (1,499) 531 (41) Other assets............................................ (1,391) 1,005 (443) Accounts payable and accrued expenses................... 7,763 (3,290) (1,135) Accrued payroll and related expenses.................... 5,450 4,303 19,156 Deferred tax recovery audit revenue..................... (630) (57) 125 Other long-term liabilities............................. (3,633) (402) 139 -------- -------- --------- Net cash provided by operating activities.......... 33,503 5,476 15,425 -------- -------- --------- Cash flows from investing activities: Purchases of property and equipment....................... (7,730) (18,062) (17,628) Acquisitions of businesses (net of cash acquired)......... (44,000) (27,191) (79,008) -------- -------- --------- Net cash used in investing activities.............. (51,730) (45,253) (96,636) -------- -------- --------- Cash flows from financing activities: Net proceeds (repayments) of notes payable to bank........ (1,187) 686 (31) Proceeds from issuance of long-term debt.................. 60,635 75,399 112,640 Proceeds from loans from shareholders..................... -- 2,061 -- Acquisition costs paid directly by former PRS shareholders............................................ -- 1,070 -- Repayments of long-term debt.............................. -- (96,527) (24,924) Payments for deferred loan costs.......................... (650) (249) (1,797) Net proceeds from common stock issuances.................. 5,784 102,575 43,031 Distributions to former Sub S shareholders................ -- (613) (439) Purchase of treasury shares............................... (21,024) -- -- -------- -------- --------- Net cash provided by financing activities.......... 43,558 84,402 128,480 -------- -------- --------- Net cash used in discontinued operations.................... (24,271) (50,310) (39,195) Effect of exchange rates on cash and cash equivalents....... 495 -- -- -------- -------- --------- Net change in cash and cash equivalents............ 1,555 (5,685) 8,074 Cash and cash equivalents at beginning of year.............. 22,315 28,000 19,926 -------- -------- --------- Cash and cash equivalents at end of year.................... $ 23,870 $ 22,315 $ 28,000 ======== ======== ========= Supplemental disclosure of cash flow information: Cash paid during the year for interest.................. $ 5,340 $ 2,518 $ 2,274 ======== ======== ========= Cash paid during the year for income taxes, net of refunds received...................................... $ 14,120 $ 15,451 $ 6,493 ======== ======== ========= Supplemental disclosure of noncash investing and financing activities: In conjunction with acquisitions of businesses, the Company assumed liabilities as follows: Fair value of assets acquired............................. $ 67,729 $112,479 $ 199,034 Cash paid for the acquisitions(net of cash acquired)...... (66,294) (75,821) (113,340) Fair value of shares issued for acquisitions.............. (725) (23,267) (42,504) -------- -------- --------- Liabilities assumed................................ $ 710 $ 13,391 $ 43,190 ======== ======== ========= Shareholder loans contributed to capital by former equity shareholders of Meridian................................ $ -- $ 30,391 $ -- ======== ======== =========
See accompanying Notes to Consolidated Financial Statements. 35 38 THE PROFIT RECOVERY GROUP INTERNATIONAL, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2000, 1999 AND 1998 (1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (a) Description of Business and Basis of Presentation Description of Business The principal business of The Profit Recovery Group International, Inc. and subsidiaries (the "Company") is providing recovery audit, expense containment and knowledge application services to large and mid-size businesses having numerous payment transactions with many vendors. These businesses include, but are not limited to, the following: - retailers such as discount, department, specialty, grocery and drug stores; - manufacturers of pharmaceuticals, consumer electronics, chemicals and aerospace and medical products; - wholesale distributors of computer components, food products and pharmaceuticals; and - healthcare providers such as hospitals and health maintenance organizations. The Company currently services approximately 2,500 clients in over 33 different countries outside the United States. Basis of Presentation As indicated in Note 1 (d), the Company made the decision in the second quarter of 1999, to recognize revenue on all of its then existing operations when it invoices clients for its fee, retroactive to January 1, 1999. In accordance with the applicable requirements of accounting principles generally accepted in the United States of America, financial statements for periods prior to 1999 have not been restated. AS A RESULT, CERTAIN FINANCIAL STATEMENT AMOUNTS FOR 1999 WILL NOT BE DIRECTLY COMPARABLE TO CORRESPONDING AMOUNTS FOR 1998. As indicated in Note 10, the Company acquired PRS International, Ltd. ("PRS") in August 1999. This acquisition was accounted for as a pooling-of-interests. Accordingly, the Company's previously reported consolidated financial statements for all prior periods have been retroactively restated, as required under accounting principles generally accepted in the United States of America, to include the accounts of PRS. On July 20, 1999, the Company declared a 3-for-2 stock split effected in the form of a stock dividend for shareholders of record on August 2, 1999, payable on August 17, 1999. All share and per share amounts have been retroactively restated to give effect to the aforementioned stock split. Certain reclassifications have been made to 1999 and 1998 amounts to conform to the presentation in 2000. (b) Principles of Consolidation The consolidated financial statements include the financial statements of the Company and its wholly and majority owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. Management of the Company has made a number of estimates and assumptions relating to the reporting of assets and liabilities and the disclosure of contingent assets and liabilities to prepare these financial statements in conformity with generally accepted accounting principles. Actual results could differ from those estimates. A material estimate that is particularly susceptible to change is the estimation of uncollectible claims when the submitted claims basis of revenue recognition is used (see (d) Revenue Recognition). 36 39 THE PROFIT RECOVERY GROUP INTERNATIONAL, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) (c) Discontinued Operations Financial statements for years prior to 2000 have been restated to separately report results of discontinued operations from results of continuing operations. Disclosures included herein pertain to the Company's continuing operations unless otherwise noted. (d) Revenue Recognition Due to the Company's continuing and substantial expansion beyond its historical client base and original service offerings, as well as the administrative desirability of standardizing revenue recognition practices, the Company made the decision at the conclusion of the second quarter of 1999 to recognize revenue on all of its then existing operations when it invoices clients for its fee. Accounting principles generally accepted in the United States of America required that this change be implemented retroactively to January 1, 1999. The Company had previously recognized revenue from services provided to its historical client base (consisting of retailers, wholesale distributors and governmental agencies) at the time overpayment claims were presented to and approved by its clients. In effecting this change, the Company has reported, as of January 1, 1999, a non-cash, after-tax charge of $29.2 million as the cumulative effect of a change in an accounting principle. The cumulative effect of the accounting change was derived as follows (in thousands): Unbilled contract receivables at December 31, 1998, as adjusted.................................................. $ 69,432 Less: auditor payroll accrual at December 31, 1998 associated with unbilled contract receivables............. (21,564) -------- Subtotal.................................................. 47,868 Less: related income tax effect at 39.0%.................... (18,673) -------- Cumulative effect of accounting change.................... $ 29,195 ========
During years ended December 31, 1998 and prior, the Company recognized revenues on services provided to its historical client base at the time overpayment claims were presented to and approved by its clients, as adjusted for estimated uncollectible claims. Estimated uncollectible claims were initially established, and subsequently adjusted, for each individual client based upon historical collection rates, types of claims identified, current industry conditions, and other factors which, in the opinion of management, deserved recognition. Under this submitted claims basis of revenue recognition, as applied to the Company's historical client base, the Company recorded revenues at estimated net realizable value without reserves. Accordingly, adjustments to uncollectible claim estimates were directly charged or credited to earnings, as appropriate. The Company's revenue recognition policy has been revised, effective January 1, 1999, as follows: The Company's revenues are based on specific contracts with its clients. Such contracts generally specify (a) time periods covered by the audit, (b) nature and extent of audit services to be provided by the Company, (c) client's duties in assisting and cooperating with the Company, and (d) fees payable to the Company generally expressed as a specified percentage of the amounts recovered by the client resulting from liability overpayment claims identified. In addition to contractual provisions, most clients also establish specific procedural guidelines which the Company must satisfy prior to submitting claims for client approval. These guidelines are unique to each client and impose specific requirements on the Company such as adherence to vendor interaction protocols, provision of advance written notification to vendors of forthcoming claims, securing written claim validity concurrence from designated client personnel and, in limited cases, securing written claim validity concurrence from the involved vendors. Approved claims are processed by clients and generally taken as credits against outstanding payables or future purchases from the vendors involved. The Company recognizes revenues on the invoice basis. Clients are invoiced for a contractually specified percentage of amounts recovered when it has been determined that they have received economic value, (generally through credits 37 40 THE PROFIT RECOVERY GROUP INTERNATIONAL, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) taken against existing accounts payable due to the involved vendors or refund checks received from those vendors), and when the following criteria are met: (a) persuasive evidence of an arrangement exists; (b) services have been rendered; (c) the fee billed to the client is fixed or determinable and (d) collectibility is reasonably assured. (e) Cash Equivalents Cash equivalents at December 31, 2000 and 1999 included $0.9 million and $-0- million, respectively, of temporary investments held at U.S. banks. Cash equivalents at December 31, 2000 and 1999 also included $7.1 million and $5.1 million, respectively, held at a French bank by certain of the Company's French subsidiaries. From time to time, the Company invests excess cash in reverse repurchase agreements with Bank of America, which are fully collateralized by United States of America Treasury Notes in the possession of such bank. The Company does not intend to take possession of collateral securities on future reverse repurchase agreement transactions conducted with banking institutions of national standing. The Company does insist, however, that all such agreements provide for full collateralization using obligations of the United States of America having a current market value equivalent to or exceeding the reverse repurchase agreement amount. No such reverse purchase agreements were outstanding at December 31, 2000 or 1999. (f) Property and Equipment Property and equipment are stated at cost. Depreciation is provided using the straight-line method over the estimated useful lives of the assets (3 years for computer and other equipment and 5 years for furniture and fixtures). Leasehold improvements are amortized using the straight-line method over the shorter of the lease term or estimated life of the asset. Internally developed software is amortized over expected useful lives ranging from three to seven years. (g) Direct Expenses Direct expenses incurred during the course of accounts payable audits and other recovery audit services are expensed as incurred. (h) Internal Use Computer Software Statement of Position 98-1, "Accounting for the Costs of Computer Software Developed or Obtained for Internal Use" provides guidance on a variety of issues relating to costs of internal use software including which of these costs should be capitalized and which should be expensed as incurred. This pronouncement became effective for fiscal years beginning after December 15, 1998 although earlier application was encouraged. The Company chose to early adopt this pronouncement effective January 1, 1998 since it provides definitive accounting guidance on a large-scale information systems development project initiated by the Company during the first quarter of 1998. (i) Intangibles Goodwill. Goodwill represents the excess of the purchase price over the estimated fair market value of net assets of acquired businesses. The Company evaluates the unique relevant aspects of each individual acquisition when establishing an appropriate goodwill amortization period, and amortizes all goodwill amounts on a straight-line basis. Goodwill recorded as of December 31, 2000 is being amortized over periods ranging from seven to 25 years. The Company assesses the recoverability of this intangible asset by determining whether the amortization of the goodwill balance over its remaining life can be recovered through undiscounted future operating cash flows of the acquired operation. The amount of goodwill impairment, if 38 41 THE PROFIT RECOVERY GROUP INTERNATIONAL, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) any, is measured based on projected discounted future operating cash flows using a discount rate reflecting the Company's average cost of funds. The assessment of the recoverability of goodwill will be impacted if projected future operating cash flows are not achieved. During the fourth quarter of 2000, the Company determined that the net book value of goodwill recorded for one of the Company's business units exceeded the projected undiscounted future operating cash flows of that business unit. Accordingly, the Company recognized a goodwill impairment charge of approximately $3.0 million to adjust the net book value of the goodwill to the sum of the projected discounted future operating cash flows. Noncompete Agreements. Noncompete agreements are recorded at cost and are amortized on a straight-line basis over the terms of the respective agreements. Deferred Loan Costs. Deferred loan costs are recorded at cost and are amortized on a straight-line basis over the terms of the respective loan agreements. (j) Income Taxes Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. (k) Foreign Currency Translation The local currency has been used as the functional currency in the countries in which the Company conducts business outside of the United States. The assets and liabilities denominated in foreign currency are translated into U.S. dollars at the current rates of exchange at the balance sheet date and revenues and expenses are translated at the average monthly exchange rates. The translation gains and losses are included as a separate component of shareholders' equity. Translation gains and losses included in results of operations are not material. (l) Earnings Per Share The Company applies the provisions of Statement of Financial Accounting Standards ("SFAS") No. 128, "Earnings per Share." Basic earnings per share is computed by dividing net earnings by the weighted average number of shares of common stock outstanding during the year. Diluted earnings per share is computed by dividing net earnings by the sum of (1) the weighted average number of shares of common stock outstanding during the year, (2) the dilutive effect of the assumed exercise of stock options using the treasury stock method, and (3) dilutive effect of other potentially dilutive securities. (m) Employee Stock Options The Company accounts for its stock option plan in accordance with the provisions of Accounting Principles Board ("APB") Opinion No. 25, "Accounting for Stock Issued to Employees," and related interpretations. As such, compensation expense would be measured on the date of grant only if the current market price of the underlying stock exceeded the exercise price. The Company has elected to continue to apply the provisions of APB Opinion No. 25 and provide pro forma net earnings and pro forma earnings per share disclosures for employee stock option grants made in 1995 and future years as if the fair-value-based method defined in SFAS No. 123, "Accounting for Stock-Based Compensation," had been applied. The 39 42 THE PROFIT RECOVERY GROUP INTERNATIONAL, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) options granted generally vest and become fully exercisable on a ratable basis over four or five years of continued employment. The Company recognizes compensation expense on the straight line basis for compensatory stock awards with ratable vesting. (n) Comprehensive Income Effective January 1, 1998, the Company adopted SFAS No. 130, "Reporting Comprehensive Income." This statement establishes rules for the reporting of comprehensive income and its components. Comprehensive income for the Company consists of net earnings (loss) and foreign currency translation adjustments, and is presented in the accompanying Consolidated Statements of Shareholders' Equity. The adoption of SFAS No. 130 had no impact on total shareholders' equity. Prior year financial statements have been reclassified to conform to the SFAS No. 130 requirements. (2) DISCONTINUED OPERATIONS In March 2001, the Company formalized a strategic realignment initiative designed to enhance the Company's financial position and clarify its investment and operating strategy by focusing primarily on its core Accounts Payable business. Under this strategic realignment initiative, the Company will divest of the following non-core businesses: Meridian VAT Reclaim ("Meridian") within the former Taxation Services segment, the Logistics Management Services segment, the Communications Services segment and the Ship and Debit ("Ship & Debit") division within the Accounts Payable Services segment. The non-core businesses to be divested are comprised of various acquisitions completed by the Company during the periods 1997 through 2000. The acquisition of Meridian was accounted for as a pooling-of-interests, in which the Company issued 6,114,375 unregistered shares of the Company's common stock. The other acquisitions which comprise the remainder of non-core businesses to be divested were accounted for as purchases with collective consideration paid of $61.5 million in cash and 2,044,206 restricted, unregistered shares of the Company's common stock. The Company's consolidated financial statements have been restated to reflect Meridian, Logistics Management Services, Communications Services, and Ship & Debit as discontinued operations for all periods presented. Operating results of the discontinued operations are summarized below. The amounts exclude general corporate overhead previously allocated to Meridian, Logistics Management Services and Communications Services for segment reporting purposes. The amounts include interest on debt and an allocation of the interest on the Company's general credit facility. Interest allocated to discontinued operations was $2.9 million, $0.9 million and $1.4 million in 2000, 1999 and 1998, respectively. Summarized financial information for the discontinued operations is as follows:
YEARS ENDED DECEMBER 31, ------------------------------- 2000 1999 1998 -------- -------- ------- (IN THOUSANDS) Revenues............................................ $80,850 $69,280 $35,286
DECEMBER 31, -------------------- 2000 1999 -------- -------- (IN THOUSANDS) Current assets...................................... $ 43,069 $ 49,878 Total assets........................................ 125,936 139,673 Total current liabilities........................... 46,200 38,572 Total liabilities................................... 46,402 38,572 Net assets of discontinued operations............... 79,534 101,101
40 43 THE PROFIT RECOVERY GROUP INTERNATIONAL, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) (a) Charges Taken in Discontinued Operations During the fourth quarter of 2000, the Company recognized approximately $29.4 million of nonrecurring charges (including goodwill impairment charges) related to discontinued operations. The Company determined that the net book value of goodwill recorded for certain of the discontinued operations exceeded the projected undiscounted future operating cash flows of those business units. Accordingly, the Company recognized a goodwill impairment charge of approximately $25.7 million to adjust the net book value of the goodwill to the sum of the projected discounted future operating cash flows. Additionally, during the fourth quarter of 2000, the Company recognized charges of approximately $2.4 million related to the write-off of certain accounts receivable balances that were determined to be uncollectible, $0.8 million for employee termination benefits, $0.3 million related to the forgiveness of certain employee advances and $0.2 million in exit costs related to certain facilities. (b) Revenue Recognition -- Conversion to Cash Basis for Certain Discontinued Operations In consideration of guidance issued by the Securities and Exchange Commission under Staff Accounting Bulletin No. 101, "Revenue Recognition in Financial Statements" ("SAB 101"), the Company has changed its method of accounting for revenues for Meridian retroactively to January 1, 2000. Based upon the guidance in SAB 101, the Company defers recognition of revenues to the accounting period when cash received from the foreign governments reimbursing value-added tax claims is transferred to Meridian's clients. In 1999 and prior periods, under the prior method of accounting, revenues were recognized at the time refund claims containing all required documentation were filed with appropriate governmental agencies in those instances where historical refund disallowance rates could be accurately estimated. The Company has recorded a non-cash, after-tax charge as of January 1, 2000, of $24.1 million related to Meridian's cumulative effect of a change in accounting principle as part of the loss from discontinued operations. Additionally, in consideration of the guidance under SAB 101, the Company has changed its method of accounting for revenues for Ship & Debit retroactively to January 1, 2000. Based upon the guidance, the Company defers recognition of revenues to the accounting period when cash is received by the client. In 1999 and prior periods, under the prior method of accounting, revenues were recognized at the time that the Company invoiced clients for its fee. The Company has recorded a non-cash, after-tax charge as of January 1, 2000 of $2.0 million related to Ship & Debit's cumulative effect of a change in accounting principle as part of the loss from discontinued operations. (3) RELATED PARTY TRANSACTIONS Financial advisory and management services historically have been provided to the Company by two directors who are also shareholders of the Company. Such services by directors aggregated $39,000 in 2000, $64,000 in 1999, and $140,000 in 1998. The Company will continue to utilize the services provided by one director, and, as such, has agreed to pay that director a minimum of $72,000 in 2001 for financial advisory and management services. As indicated in Note 2, the Company acquired Meridian in August 1999 in a transaction accounted for as a pooling-of-interests. Accordingly, the Company's previously reported consolidated financial statements for all periods presented (which are now included in discontinued operations) have been retroactively restated, as required under generally accepted accounting principles, to include the accounts of Meridian. As of December 31, 1998, Meridian's separate balance sheet included $27.5 million in long-term loans due to its two principal shareholders. These loans plus additional borrowings in 1999 were converted into equity at their estimated fair value during August 1999 concurrent with completion of the merger. 41 44 THE PROFIT RECOVERY GROUP INTERNATIONAL, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) (4) LONG-TERM DEBT Long-term debt is summarized as follows:
DECEMBER 31, ------------------- 2000 1999 -------- ------- (IN THOUSANDS) Principal outstanding under $200.0 million senior bank credit facility (with weighted average interest rates of 7.45% and 7.24% at December 31, 2000 and 1999, respectively). Principal due on July 29, 2003 at credit facility maturity......................................... $153,361 $92,811 Other....................................................... 1,593 3,497 -------- ------- 154,954 96,308 Less current installments................................... 391 1,014 -------- ------- Long-term debt, excluding current installments.... $154,563 $95,294 ======== =======
On July 29, 1998, the Company replaced its then existing $30.0 million senior bank credit facility with a five-year, $150.0 million senior bank credit facility. Subject to adherence to standard loan covenants, borrowings under the new credit facility are available for working capital, acquisitions of other companies in the recovery audit industry, capital expenditures and general corporate purposes. The Company transferred $5.4 million in outstanding borrowings to the new credit facility on July 29, 1998. On September 18, 1998, the Company increased its credit facility from $150.0 million to $200.0 million and the facility was syndicated between nine banking institutions led by NationsBank, N.A. (now Bank of America) as agent for the group. The Company is not required to make principal payments under the credit facility until its maturity on July 29, 2003 unless the Company violates its debt covenants. The credit facility is secured by substantially all assets of the Company and interest on borrowings can be tied to either prime or LIBOR at the Company's discretion. The credit facility requires a fee for committed but unused credit capacity which can range between .20% and .50% per annum depending upon the Company's leverage ratio. As of December 31, 2000, the applicable rate for unused credit capacity was .50%. The credit facility contains customary covenants, including financial ratios and the prohibition of cash dividend payments to shareholders. At December 31, 2000, the Company was in compliance with all such covenants. Approximate future minimum annual principal payments for long-term debt for each of the four years subsequent to December 31, 2000 are as follows (in thousands): 2001........................................................ $ 391 2002........................................................ 658 2003........................................................ 153,765 2004........................................................ 140 -------- $154,954 ========
42 45 THE PROFIT RECOVERY GROUP INTERNATIONAL, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) (5) LEASE COMMITMENTS The Company is committed under noncancelable operating lease arrangements for facilities and equipment. Rent expense for 2000, 1999, and 1998 was $7.6 million, $7.5 million, and $5.5 million, respectively. The future minimum annual lease payments under these leases by year are summarized as follows (in thousands):
YEAR ENDING DECEMBER 31, - ------------------------ 2001................................................. $ 6,765 2002................................................. 6,717 2003................................................. 3,990 2004................................................. 2,583 2005................................................. 447 Thereafter........................................... 3 ------- $20,505 =======
(6) INCOME TAXES Total income taxes for the years ended December 31, 2000, 1999 and 1998 were allocated as follows:
2000 1999 1998 ------- -------- ------- Earnings from continuing operations.................. $ 5,313 $ 15,632 $ 9,948 Discontinued operations, including accounting change of $(1,268) in 2000................................ (11,141) 4,434 1,880 Cumulative effect of accounting change............... -- (18,673) -- Shareholders' equity, for compensation expense for tax purposes in excess of financial purposes....... (2,213) (3,551) (1,096) ------- -------- ------- $(8,041) $ (2,158) $10,732 ======= ======== =======
Income taxes have been provided in accordance with SFAS No. 109, "Accounting for Income Taxes". Earnings before income taxes, discontinued operations and cumulative effect of accounting change for the years ended December 31, 2000, 1999 and 1998 relate to the following jurisdictions (in thousands):
2000 1999 1998 ------- ------- ------- United States......................................... $ 5,182 $31,873 $17,547 Foreign............................................... 7,467 7,403 9,338 ------- ------- ------- $12,649 $39,276 $26,885 ======= ======= =======
43 46 THE PROFIT RECOVERY GROUP INTERNATIONAL, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) The provision for income taxes attributable to earnings from continuing operations for the years ended December 31, 2000, 1999 and 1998 consists of the following (in thousands):
2000 1999 1998 ------ ------- ------ Current: Federal................................................... $5,598 $10,725 $1,459 State..................................................... 280 1,054 474 Foreign................................................... 5,928 5,224 3,892 ------ ------- ------ 11,806 17,003 5,825 ------ ------- ------ Deferred: Federal................................................... (5,983) (858) 2,205 State..................................................... (661) (266) 271 Foreign................................................... 151 (247) 1,647 ------ ------- ------ (6,493) (1,371) 4,123 ------ ------- ------ Total............................................. $5,313 $15,632 $9,948 ====== ======= ======
The following table summarizes the significant differences between the U.S. federal statutory tax rate and the Company's effective tax rate for earnings from continuing operations:
2000 1999 1998 ---- ---- ---- Statutory federal income tax rate........................... 35% 35% 35% Foreign loss providing no tax benefit....................... 2 2 1 State income taxes, net of federal benefit.................. (4) 2 3 Nondeductible goodwill...................................... 5 1 1 Other, net.................................................. 4 -- (3) -- -- -- 42% 40% 37% == == ==
44 47 THE PROFIT RECOVERY GROUP INTERNATIONAL, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) A summary of the components of deferred tax assets and liabilities as of December 31, 2000 and 1999 follows (in thousands):
2000 1999 ------- ------- Deferred income tax assets: Accounts payable and accrued expenses..................... $ 1,577 $ 2,101 Accrued payroll and related expenses...................... 6,904 3,011 Deferred compensation..................................... 2,204 1,796 Depreciation.............................................. 1,560 786 Noncompete agreements..................................... 1,548 1,129 Bad debts................................................. 2,020 153 Realignment charges....................................... 1,016 -- Foreign operating loss carryforward of foreign subsidiary............................................. 2,648 2,632 Foreign tax credit carryforwards.......................... 394 2,179 State operating loss carryforwards........................ 445 337 Other..................................................... 5,574 2,093 ------- ------- Gross deferred tax assets......................... 25,890 16,217 ------- ------- Deferred income tax liabilities: Prepaid expenses.......................................... 82 24 Goodwill.................................................. 3,607 2,038 Capitalized software...................................... 1,856 1,586 ------- ------- Gross deferred tax liabilities.................... 5,545 3,648 ------- ------- Less valuation allowance.................................... (1,544) (1,250) ------- ------- Net deferred tax assets........................... $18,801 $11,319 ======= =======
SFAS No. 109 requires that deferred tax assets be reduced by a valuation allowance if it is more likely than not that some portion or all of a deferred tax asset will not be realized. The valuation allowance as of December 31, 2000 and 1999 relates to the tax benefit of certain foreign operating losses associated with the Company's foreign subsidiary in Singapore. No other valuation allowances were deemed necessary for any other deferred tax assets since all deductible temporary differences are expected to be utilized primarily against reversals of taxable temporary differences, and net operating loss carryforwards and foreign tax credit carryforwards are expected to be utilized through related future taxable and foreign source earnings. As of December 31, 2000, the Company had foreign income tax credit carryforwards amounting to $0.4 million, which will expire in 2005. The Company expects to generate sufficient foreign-sourced income by implementing reasonable tax planning strategies to fully utilize the foreign income tax credit carryforwards. Appropriate U.S. and international taxes have been recognized for earnings of subsidiary companies that are expected to be remitted to the parent company. As of December 31, 2000, the cumulative amount of unremitted earnings from the Company's international subsidiaries that is expected to be indefinitely reinvested was zero. (7) EMPLOYEE BENEFIT PLANS The Company maintains a 401(k) Plan in accordance with Section 401(k) of the Internal Revenue Code, which allows eligible participating employees to defer receipt of a portion of their compensation up to 15% and contribute such amount to one or more investment funds. Employee contributions are matched by the Company in a discretionary amount to be determined by the Company each plan year up to $1,500 per participant. The Company may also make discretionary contributions to the Plan as determined by the Company each plan year. Company matching funds and discretionary contributions vest at the rate of 20% 45 48 THE PROFIT RECOVERY GROUP INTERNATIONAL, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) each year beginning after the participants' first year of service. Company contributions for continuing and discontinued operations were approximately $1.2 million in 2000, $0.5 million in 1999 and $0.4 million in 1998. The Company also maintains deferred compensation arrangements for certain key officers and executives. Total expense related to these deferred compensation arrangements was approximately $0.9 million, $0.8 million and $0.9 million in 2000, 1999, and 1998, respectively. Effective May 15, 1997, the Company established an employee stock purchase plan pursuant to Section 423 of the Internal Revenue Code of 1986, as amended. The plan covers 1,125,000 shares of the Company's common stock which may be authorized unissued shares, reacquired shares or shares bought on the open market. Through December 31, 2000, share certificates for 249,131 shares had been issued to employees under the plan. The Company is not required to recognize compensation expense related to this plan. (8) SHAREHOLDER'S EQUITY On August 14, 2000, the Company issued 286,000 restricted shares of its common stock to certain employees (the "Stock Awards"). Of the total restricted shares issued, 135,000 restricted shares vest on a ratable basis over five years of continued employment. The remaining 151,000 restricted shares vest at the end of five years of continued employment. At December 31, 2000, 92,000 shares of the restricted common stock had been forfeited by former employees. Until vested, the restricted stock is nontransferable. The holders of the restricted shares are entitled to all other rights as a shareholder. Over the life of the Stock Awards, the Company will recognize $1.8 million in compensation expense. For the year ended December 31, 2000, the Company has recognized $0.1 million of compensation expense related to the Stock Awards. On August 1, 2000, the Company's Board of Directors (the "Board") authorized a shareholder protection plan designed to protect Company shareholders from coercive or unfair takeover techniques through the use of a shareholder protection rights agreement approved by the Board (the "Agreement"). The terms of the Agreement provide for a dividend of one right (collectively, the "Rights") to purchase a fraction of a share of participating preferred stock for each share owned. This dividend was declared for each share of common stock outstanding at the close of business on August 14, 2000. The Rights, which expire on August 14, 2010, may be exercised only if certain conditions are met, such as the acquisition (or the announcement of a tender offer the consummation of which would result in the acquisition) of 15% or more of the Company's common stock by a person or affiliated group. Issuance of the Rights does not affect the finances of the Company, interfere with the Company's operations or business plans or affect earnings per share. The dividend is not taxable to the Company or its shareholders and does not change the way in which the Company's shares may be traded. Effective July 31, 2000, the Board amended the Company's Articles of Incorporation to establish a new class of stock, the participating preferred stock. The Board authorized 500,000 shares of the participating preferred stock, none of which have been issued. On July 26, 2000, the Board approved a share repurchase program. Under the share repurchase program, the Company could buy up to $40.0 million of its outstanding common stock. On October 24, 2000, the Board approved an increase of $10.0 million to the share repurchase plan, bringing the total the Company is authorized to spend to repurchase shares of its outstanding common stock in the open market to $50.0 million. As of December 31, 2000, the Company had repurchased approximately 2.4 million shares under the program at a cost of approximately $21.0 million. On July 20, 1999, the Company declared a 3-for-2 stock split effected in the form of a stock dividend for shareholders of record on August 2, 1999, payable on August 17, 1999. All share and per share amounts have been retroactively restated to give effect to the aforementioned stock split. 46 49 THE PROFIT RECOVERY GROUP INTERNATIONAL, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) On January 8, 1999, the Company sold 4.1 million newly issued shares of its common stock and certain selling shareholders sold an additional 1.2 million outstanding shares in an underwritten follow-on offering. The offering was priced at $22.67 per share. The proceeds of the offering (net of underwriting discounts and commissions) were distributed by the underwriting syndicate on January 13, 1999. The net proceeds from the 4.1 million shares sold by the Company, combined with the net proceeds from an additional 286,500 shares subsequently sold by the Company in late January 1999 upon exercise by the underwriting syndicate of their over-allotment option, were applied to reduce outstanding borrowings under the Company's $200.0 million bank credit facility. Additionally, 501,000 shares were sold in late January 1999 by certain selling shareholders in connection with the over-allotment option. The Company received no proceeds from the sale of such shares. On March 16, 1998, the Company sold 3.0 million newly issued shares of its common stock and certain selling shareholders sold an additional 3.6 million outstanding shares in an underwritten follow-on offering. The offering was priced at $14.00 per share. The proceeds of the offering (net of underwriting discounts and commissions) were distributed by the underwriting syndicate on March 20, 1998. The Company then used a portion of its net proceeds from the offering to repay the $24.8 million outstanding principal balance on its bank credit facility, along with accrued interest, on March 20, 1998. In April 1998, the Company received notification from its underwriting syndicate that the syndicate had exercised its full over-allotment option to purchase an additional 990,000 shares of Company common stock. All of these shares were then sold to the syndicate by certain selling shareholders. The Company received no proceeds from the sale of such shares. The Company has issued no preferred stock through December 31, 2000, and has no present intentions to issue any preferred stock, except for any potential issuance of participating preferred stock (500,000 shares authorized) pursuant to the shareholders protection rights agreement. The Company's other category of preferred stock (1,000,000 shares authorized) may be issued at any time or from time to time in one or more series with such designations, powers, preferences, rights, qualifications, limitations and restrictions (including dividend, conversion and voting rights) as may be determined by the Company's Board of Directors, without any further votes or action by the shareholders. (9) COMMITMENTS AND CONTINGENCIES Beginning on June 6, 2000, three putative class action lawsuits were filed against the Company and certain of its present and former officers in the United States District Court for the Northern District of Georgia, Atlanta Division. These cases were subsequently consolidated into one proceeding styled: In re Profit Recovery Group International, Inc. Sec. Litig., Civil Action File No. 1:00-CV-1416-CC (the "Securities Class Action Litigation"). On November 13, 2000, the Plaintiffs in these cases filed a Consolidated and Amended Complaint (the "Complaint"). In that Complaint, Plaintiffs allege that the Company, John M. Cook, Scott L. Colabuono, and Michael A. Lustig (the "Defendants") violated Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 and Rule 10b-5 promulgated thereunder by allegedly disseminating materially false and misleading information about a change in the Company's method of recognizing revenue and in connection with revenue reported for a division. Plaintiffs purport to bring this action on behalf of a putative class of persons who purchased the Company's stock between July 19, 1999 and July 26, 2000. Plaintiffs seek an unspecified amount of compensatory damages, payment of litigation fees and expenses, and equitable and/or injunctive relief. On January 24, 2001, Defendants filed a Motion to Dismiss the Complaint for failure to state a claim under the Private Securities Litigation Reform Act, 15 U.S.C. sec. 78u-4 et seq. Plaintiffs filed their response to the Motion to Dismiss March 12, 2001 and Defendant's reply in support of that Motion is due on April 11, 2001. The Company believes the alleged claims in this lawsuit are without merit. The Company intends to defend this lawsuit vigorously. Due to the inherent uncertainties of the litigation process and the judicial system, the Company is unable to predict the outcome of this litigation. If the outcome of this litigation is adverse to the Company, it could have a material adverse effect on the Company's business, financial condition, and results of operations. 47 50 THE PROFIT RECOVERY GROUP INTERNATIONAL, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) In the normal course of business, the Company is involved in and subject to other claims, contractual disputes and other uncertainties. Management, after reviewing with legal counsel all of these actions and proceedings, believes that the aggregate losses, if any, will not have a material adverse effect on the Company's financial position or results of operations. (10) ACQUISITIONS On July 30, 1998, the Company acquired all of the outstanding capital stock of Novexel S.A., a Lyon, France-based company that assists business entities in securing European Union grants. This transaction was accounted for as a purchase and involved cash of $3.7 million and 248,795 restricted, unregistered shares of the Company's common stock valued at $12.29 per share. This acquisition resulted in goodwill of $6.1 million which is being amortized over 20 years using the straight-line method. On August 6, 1998, the Company acquired substantially all the assets and assumed certain liabilities of Loder, Drew & Associates, Inc. ("Loder Drew"), a California-based international recovery auditing firm primarily serving clients in the manufacturing, financial services and other non-retail sectors. The transaction was accounted for as a purchase with initial consideration of $70.0 million in cash and 1.2 million restricted, unregistered shares of the Company's common stock valued at $11.05 per share. Additionally, the prior owners of Loder Drew received further purchase price consideration in March 1999 of $30.0 million in cash based on the financial performance of Loder Drew for the nine month period ended December 31, 1998, and purchase price consideration of $40.0 million in cash in the first quarter of 2000 based on the financial performance of Loder Drew for the year ending December 31, 1999. This acquisition resulted in final goodwill at December 31, 1999 of $153.6 million which is being amortized over 25 years using the straight-line method. On September 28, 1998, the Company acquired the net assets of Cost Recovery Professionals Pty Ltd, an Australia-based recovery auditing firm primarily serving clients in the retail sector. The transaction was accounted for as a purchase with consideration of $1.4 million and 150,000 restricted, unregistered shares of the Company's common stock valued at $12.31 per share. This acquisition resulted in goodwill of $3.3 million which is being amortized over 25 years using the straight-line method. On October 29, 1998, the Company acquired all of the issued and outstanding common stock of Robert Beck & Associates, Inc. ("RBA"), a direct retail sector recovery auditing competitor based in Ringwood, Illinois. The Company also simultaneously purchased either the common stock or substantially all net assets of certain other entities that provided management services to RBA. These acquisitions were accounted for under the purchase method of accounting, and the collective consideration paid for RBA and related entities consisted of $26.1 million in cash and 966,651 restricted, unregistered shares of the Company's common stock valued at $12.36 per share. These acquisitions resulted in goodwill of $36.9 million which is being amortized over 25 years using the straight-line method. On November 20, 1998, the Company acquired the net assets of IP Strategies SA, a Belgium-based firm that assists business entities in securing European Union grants. This transaction was accounted for as a purchase and involved cash of $1.9 million and 119,349 restricted, unregistered shares of the Company's common stock valued at $13.61 per share. This acquisition resulted in goodwill of $3.3 million which is being amortized over 20 years using the straight-line method. On August 31, 1999, the Company acquired substantially all of the assets and assumed substantially all the liabilities of PRS International, Ltd. ("PRS"). PRS was a Texas-based recovery audit firm servicing primarily middle-market clients in a variety of industrial and commercial sectors. The transaction was accounted for as a pooling-of-interests with consideration of 1,113,043 unregistered shares of the Company's common stock. On October 14, 1999, the Company signed a definitive agreement with certain private shareholders to acquire approximately 89% of the total outstanding shares of AP SA and its subsidiaries (collectively, 48 51 THE PROFIT RECOVERY GROUP INTERNATIONAL, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) "Groupe AP"), a tax recovery audit firm which operates primarily within France. At the time the definitive agreement was signed, Groupe AP was publicly traded on the French over-the-counter market with approximately 11% of its total outstanding shares publicly held. The Company initiated a cash tender for all publicly-traded shares of Groupe AP in November 1999 and substantially all of the publicly-held shares were subsequently tendered as of December 31, 1999. Acquisition of the 89% portion of Groupe AP shares held by private shareholders was closed on November 15, 1999. The acquisition of Groupe AP was accounted for as a purchase with aggregate initial consideration paid to public and private shareholders combined of $18.6 million in cash and 356,718 restricted, unregistered shares of the Company's common stock valued at $23.91 per share. In addition to the initial consideration received by the private shareholders of Groupe AP, these shareholders are also eligible to receive additional purchase price consideration based upon the profitability of Groupe AP for the two year period ending December 31, 2000 of up to 88.7 million French Francs (approximately $12.7 million at December 31, 2000) payable no later than April 30, 2001 using a prescribed combination of cash and restricted, unregistered shares of the Company's common stock. The Company currently anticipates paying approximately $7.5 million in cash and $5.2 million in shares of the Company's common stock. The acquisition resulted in goodwill through December 31, 2000 of $38.4 million which is being amortized over 20 years using the straight-line method. Results of operations for all 1998-1999 acquisitions accounted for under the purchase method of accounting have been included in the accompanying Consolidated Statements of Operations from their respective dates of acquisition except for (a) the August 6, 1998 acquisition of Loder Drew, which was included effective July 1, 1998, (b) the October 29, 1998 acquisition of RBA, which was included effective October 1, 1998 and (c) the November 15, 1999 acquisition of Groupe AP, which was included effective October 14, 1999. The following represents the summary (unaudited) pro forma results of operations as if the 1998 and 1999 acquisitions of Loder Drew and Alma, had occurred at the beginning of 1998 (in thousands):
YEAR ENDED DECEMBER 31, 1998 ------------ Revenues.................................................... $236,676 ======== Net earnings................................................ $ 16,486 ======== Earnings per share: Basic..................................................... $ 0.42 ======== Diluted................................................... $ 0.41 ========
The Company has not included pro forma accrual basis results of operations for 1999 or for the various smaller acquisitions it made during 1999 and 1998 since the entities involved are relatively small, and most of them have historically maintained their respective accounting records using the cash basis of accounting. The Company believes, however, that the pro forma accrual basis results of operations for these entities, if determined, would not be significant, either individually or in the aggregate. 49 52 THE PROFIT RECOVERY GROUP INTERNATIONAL, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) The Consolidated Financial Statements for periods prior to the acquisition of PRS have been restated to include the accounts and results of operations of PRS. The results of operations previously reported by the separate enterprises and the combined amounts included in the accompanying Consolidated Financial Statements are summarized below:
SIX MONTHS ENDED YEAR ENDED JUNE 30, 1999 DECEMBER 31, 1998 ------------- ----------------- (UNAUDITED) Revenues The Profit Recovery Group International, Inc......... $116,841 $192,135 PRS International, Ltd............................... 9,606 14,724 -------- -------- Combined..................................... $126,447 $206,859 ======== ======== Net earnings (loss) from continuing operations The Profit Recovery Group International, Inc......... $(23,045) $ 16,530 PRS International, Ltd............................... 870 407 -------- -------- Combined..................................... $(22,175) $ 16,937 ======== ========
(11) STOCK OPTION PLAN The Company's Stock Incentive Plan, as amended, has authorized the grant of options to purchase 10,875,000 shares of the Company's common stock to key employees, directors, consultants and advisors. The substantial majority of options granted through December 31, 2000 have 10-year terms and vest and become fully exercisable on a ratable basis over four or five years of continued employment. Pro forma information regarding net earnings and earnings per share is required by SFAS No. 123, and has been determined as if the Company had accounted for its employee stock options under the fair value method of that Statement. The fair value for these options was estimated at the date of grant using a Black-Scholes option pricing model with the following weighted-average assumptions for 2000, 1999 and 1998:
2000 1999 1998 ------- ------- ------- Risk-free interest rates................................ 5.12% 5.85% 5.00% Dividend yields......................................... -- -- -- Volatility factor of expected market price.............. .716 .533 .550 Weighted-average expected life of option................ 6 years 6 years 6 years
The Black-Scholes option valuation model was developed for use in estimating the fair value of traded options which have no vesting restrictions and are fully transferable. In addition, option valuation models require the input of highly subjective assumptions, including the expected stock price volatility. Because the Company's employee stock options have characteristics significantly different from those of traded options, and because changes in the subjective input assumptions can materially affect the fair value estimate, in management's opinion, the existing models do not necessarily provide a reliable single measure of the fair value of its employee stock options. 50 53 THE PROFIT RECOVERY GROUP INTERNATIONAL, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) For purposes of pro forma disclosures, the estimated fair value of the options is amortized to expense over the options' vesting periods. The Company's pro forma information for the years ended December 31, 2000, 1999 and 1998 for continuing and discontinued operations, combined, is as follows (in thousands, except for pro forma net earnings (loss) per share information):
2000 1999 1998 -------- ------- ------- Net earnings (loss) before accounting change and pro forma effect of compensation expense recognition provisions of SFAS No. 123............................. $(39,128) $27,436 $14,634 Pro forma effect of compensation expense recognition provisions of SFAS No. 123............................. (4,679) (6,146) (2,707) -------- ------- ------- Pro forma net earnings (loss) before accounting change... $(43,807) $21,290 $11,927 ======== ======= ======= Pro forma net earnings (loss) per share before accounting change: Basic.................................................. $ (0.90) $ 0.45 $ 0.30 ======== ======= ======= Diluted................................................ $ (0.88) $ 0.43 $ 0.30 ======== ======= =======
A summary of the Company's stock option activity and related information for the years ended December 31 follows:
2000 1999 1998 ----------- --------------------- ---------------------- WEIGHTED WEIGHTED WEIGHTED AVERAGE AVERAGE AVERAGE EXERCISE EXERCISE EXERCISE OPTIONS PRICE OPTIONS PRICE OPTIONS PRICE ----------- -------- ---------- -------- ----------- -------- Outstanding -- beginning of year.............. 7,133,026 $18.18 5,450,419 $13.13 3,306,740 $ 8.29 Granted................ 2,981,690 14.21 2,344,775 27.94 2,578,350 18.34 Exercised.............. (240,649) 8.58 (420,413) 8.15 (340,771) 6.20 Forfeited.............. (2,746,240) 23.85 (241,755) 16.48 (93,900) 11.41 ----------- ---------- ----------- Outstanding -- end of year................. 7,127,827 $14.79 7,133,026 $18.18 5,450,419 $13.13 =========== ========== =========== Exercisable at end of year................. 2,295,328 $11.42 1,448,711 $10.86 773,601 $ 7.83 Weighted average fair value of options granted during year................. $ 9.58 $ 16.02 $ 10.46
The following table summarizes information about stock options outstanding at December 31, 2000:
EXERCISABLE NUMBER WEIGHTED- WEIGHTED- -------------------------- OF SHARES AVERAGE AVERAGE NUMBER WEIGHTED- RANGE OF SUBJECT REMAINING EXERCISE OF AVERAGE EXERCISE PRICES TO OPTION LIFE PRICE SHARES EXERCISE PRICE --------------- --------- ---------- --------- --------- -------------- $3.53 - $10.99.................. 3,793,385 5.52 years $ 8.32 1,415,469 $ 7.31 $11.00 - $25.00................. 2,049,567 7.76 years 18.19 761,154 15.93 Over $25.00..................... 1,284,875 8.87 years 28.48 118,705 31.52
The weighted average remaining contract life of options outstanding at December 31, 2000 was 6.8 years. 51 54 THE PROFIT RECOVERY GROUP INTERNATIONAL, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) (12) MAJOR CLIENTS The Company did not have any major clients during 2000, 1999 or 1998 which individually provided revenues in excess of 10% of total revenues. (13) OPERATING SEGMENTS AND RELATED INFORMATION The Company has two reportable operating segments consisting of Accounts Payable Services, and French Taxation Services. Each segment represents a strategic business unit that offers a different type of recovery audit service. These business units are managed separately because each business requires different technology and marketing strategies. The Accounts Payable Services segment consists of the review of client accounts payable disbursements to identify and recover overpayments. This operating segment includes accounts payable services provided to retailers and wholesale distributors (the Company's historical client base) and accounts payable services provided to various other types of business entities by the Company's Commercial Division. The Accounts Payable Services operating segment conducts business in North America, South America, Europe, Australia, Africa and Asia. The French Taxation Services segment consists of audits or related disbursements to identify and recover overpayments (primarily within France), and assisting business entities throughout Europe in securing available grants. Corporate support represents the unallocated portion of corporate general and administrative expenses not specifically attributable to Accounts Payable Services or French Taxation Services. The accounting policies of the operating segments are the same as those described in Note 1. The Company evaluates the performance of its operating segments based upon revenues and operating income. Intersegment revenues are not significant. 52 55 THE PROFIT RECOVERY GROUP INTERNATIONAL, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) Segment information as of or for the years ended December 31, 2000, 1999 and 1998 follows (in thousands):
ACCOUNTS FRENCH PAYABLE TAXATION CORPORATE SERVICES SERVICES SUPPORT TOTAL -------- -------- --------- -------- 2000 Revenues.............................. $255,110 $ 41,979 $ -- $297,089 Operating income...................... 55,581 5,657 (40,336) 20,902 Total assets.......................... 222,238 163,059 -- 385,297 Capital expenditures.................. 7,449 281 -- 7,730 Depreciation and amortization......... 21,646 6,677 557 28,880 1999 Revenues.............................. $246,378 $ 33,989 $ -- $280,367 Operating income...................... 62,734 7,960 (27,228) 43,466 Total assets.......................... 283,980 99,638 -- 383,618 Capital expenditures.................. 17,567 495 -- 18,062 Depreciation and amortization......... 14,288 3,270 1,562 19,120 1998 Revenues.............................. $180,903 $ 25,956 $ -- $206,859 Operating income...................... 42,787 6,203 (20,052) 28,938 Total assets.......................... 318,681 30,170 -- 348,851 Capital expenditures.................. 16,688 940 -- 17,628 Depreciation and amortization......... 9,782 382 1,039 11,203
The following table presents revenues by country based upon the location of clients served (in thousands):
2000 1999 1998 -------- -------- -------- United States...................................... $194,124 $199,945 $147,232 France............................................. 41,991 33,259 26,265 United Kingdom..................................... 25,506 19,912 13,540 Canada............................................. 13,358 12,212 11,285 Mexico............................................. 9,703 5,945 3,568 Other.............................................. 12,407 9,094 4,969 -------- -------- -------- $297,089 $280,367 $206,859 ======== ======== ========
The following table presents long-lived assets by country based on location of the asset (in thousands):
2000 1999 1998 -------- -------- -------- United States...................................... $192,696 $216,137 $164,369 France............................................. 68,649 53,607 39,483 United Kingdom..................................... 782 569 562 Canada............................................. 503 623 305 Mexico............................................. 471 264 94 Other.............................................. 3,583 6,400 8,780 -------- -------- -------- $266,684 $277,600 $213,593 ======== ======== ========
53 56 THE PROFIT RECOVERY GROUP INTERNATIONAL, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) (14) FAIR VALUE OF FINANCIAL INSTRUMENTS The carrying amounts for cash and cash equivalents, receivables, notes payable to bank, accounts payable and accrued expenses, accrued business acquisition consideration, accrued payroll and related expenses, and deferred tax recovery audit revenue approximate fair value because of the short maturity of these instruments. The fair values of each of the Company's long-term debt instruments are based on the amount of future cash flows associated with each instrument discounted using the Company's current borrowing rate for similar debt instruments of comparable maturity. The estimated fair value of the Company's long-term debt instruments at December 31, 2000 and 1999 was $140.0 million and $94.0 million, respectively, and the carrying value of the Company's long-term debt at December 31, 2000 and 1999 was $155.0 million and $96.3 million, respectively. Fair value estimates are made at a specific point in time, based on relevant market information about the financial instrument. These estimates are subjective in nature and involve uncertainties and matters of significant judgment and therefore cannot be determined with precision. Changes in assumptions could significantly affect the estimates. 54 57 THE PROFIT RECOVERY GROUP INTERNATIONAL, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) (15) EARNINGS PER SHARE The following table sets forth the computations of basic and diluted earnings per share for the years ended December 31, 2000, 1999 and 1998 (in thousands, except for earnings (loss) per share information):
2000 1999 1998 -------- -------- ------- Numerator: Earnings from continuing operations before discontinued operations and cumulative effect of accounting change.................................. $ 7,336 $ 23,644 $16,937 Discontinued operations............................... (46,464) 3,792 (2,303) Cumulative effect of accounting change................ -- (29,195) -- -------- -------- ------- Net earnings (loss)................................ $(39,128) $ (1,759) $14,634 ======== ======== ======= Denominator: Denominator for basic earnings per share -- weighted-average shares outstanding....... 48,871 47,498 39,248 Effect of dilutive securities: Shares issuable for Groupe AP earnout.............. 201 -- -- Employee stock options............................. 737 1,882 1,128 -------- -------- ------- Denominator for diluted earnings................... 49,809 49,380 40,376 ======== ======== ======= Basic earnings (loss) per share: Earnings from continuing operations before discontinued operations and cumulative effect of accounting change.................................. $ 0.15 $ 0.50 $ 0.43 Discontinued operations............................... (0.95) 0.07 (0.06) Cumulative effect of accounting change................ -- (0.61) -- -------- -------- ------- Net earnings (loss)................................ $ (0.80) $ (0.04) $ 0.37 ======== ======== ======= Diluted earnings (loss) per share: Earnings from continuing operations before discontinued operations and cumulative effect of accounting change.................................. $ 0.15 $ 0.48 $ 0.42 Discontinued operations............................... (0.94) 0.07 (0.06) Cumulative effect of accounting change................ -- (0.59) -- -------- -------- ------- Net earnings (loss)................................ $ (0.79) $ (0.04) $ 0.36 ======== ======== =======
In 2000, 5.7 million stock options were excluded from the computation of diluted earnings per share due to their antidilutive effect. 55 58 THE PROFIT RECOVERY GROUP INTERNATIONAL, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) (16) BUSINESS ACQUISITION AND RESTRUCTURING EXPENSES Business acquisition and restructuring expenses included in selling, general and administrative expense consisted of the following components (in thousands):
YEAR ENDED DECEMBER 31, 1999 ------------ Acquisition-related expenses incurred by all parties in connection with the August 1999 acquisition of PRS........ $ 948 Restructuring charge incurred in the fourth quarter of 1999 in connection with combining the operations of PRS with those of the Company's existing Accounts Payable Services commercial unit........................................... 1,059 ------ $2,007 ======
The Company effected an acquisition of PRS which was completed in August 1999 and was accounted for as a pooling-of-interests. As required under accounting principles generally accepted in the United States of America governing pooling-of-interests accounting, acquisition-related expenses incurred by the Company, PRS and the shareholders of PRS were aggregated and charged to current operations in 1999. These expenses of approximately $0.9 million consisted principally of investment banking fees, legal and accounting fees. The Company combined the operations of PRS with its existing Accounts Payable Services commercial unit in the fourth quarter of 1999 and incurred a charge to operations of approximately $1.1 million to provide for certain employee severance payments and the costs of closing duplicative or unnecessary office facilities. 56 59 ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE None. PART III Pursuant to Instruction G(3) to Form 10-K, the information required in Items 10 through 13 is incorporated by reference from the Company's definitive proxy statement, which is expected to be filed pursuant to Regulation 14A on or before April 20, 2001. PART IV ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K (a) Documents filed as part of the report: (1) Consolidated Financial Statements. For the following consolidated financial information included herein, see Index on Page 29. Independent Auditors' Reports............................... 30, 31 Consolidated Statements of Operations for the Years ended December 31, 2000, 1999 and 1998.......................... 32 Consolidated Balance Sheets as of December 31, 2000 and 1999...................................................... 33 Consolidated Statements of Shareholders' Equity for the Years ended December 31, 2000, 1999 and 1998.............. 34 Consolidated Statements of Cash Flows for the Years ended December 31, 2000, 1999 and 1998.......................... 35 Notes to Consolidated Financial Statements.................. 36
(2) Financial Statement Schedule: Schedule II -- Valuation and Qualifying Accounts............ 61
(3) Exhibits
EXHIBIT NUMBER DESCRIPTION - ------- ----------- *2.12 -- Share Purchase Agreement dated as of August 19, 1999 among the Registrant, the Vendors and Mr. Nathan Kirsh (incorporated by reference to Exhibit 2.1 to Registrant's Current Report on Form 8-K filed on September 2, 1999). 3.1 -- Restated Articles of Incorporation of the Registrant (incorporated by reference to Exhibit 4.2 to Registrant's Form 8-A/A filed August 9, 2000). 3.2 -- Restated Bylaws of the Registrant (incorporated by reference to Exhibit 4.3 to Registrant's Form 8-A/A filed August 9, 2000). 4.1 -- Specimen Common Stock Certificate (incorporated by reference to Exhibit 4.1 to Registrant's March 26, 1996 registration statement number 333-1086 on Form S-1). 4.2 -- See Restated Articles of Incorporation and Bylaws of the Registrant, filed as Exhibits 3.1 and 3.2, respectively. 4.3 -- Rights Agreement, dated as of August 9, 2000 between Registrant and Rights Agent (incorporated by reference to Exhibit 4.1 to Registrant's Current Report on Form 8-K filed August 9, 2000). 10.1 -- 1996 Stock Option Plan dated as of January 25, 1996, together with Forms of Non-qualified Stock Option Agreement (incorporated by reference to Exhibit 10.2 to Registrant's March 26, 1996 registration statement number 333-1086 on Form S-1).
57 60
EXHIBIT NUMBER DESCRIPTION - ------- ----------- 10.2 -- Form of Indemnification Agreement between the Registrant and the Directors and certain officers of the Registrant (incorporated by reference to Exhibit 10.10 to Registrant's March 26, 1996 registration statement number 333-1086 on Form S-1). 10.3 -- First Amendment dated March 7, 1997 to Employment Agreement between Registrant and John M. Cook (incorporated by reference to Exhibit 10.22 to Registrant's Form 10-K for the year ended December 31, 1996). 10.4 -- Second Amendment to Employment Agreement dated September 17, 1997 between The Profit Recovery Group International I, Inc. and Mr. John M. Cook (incorporated by reference to Exhibit 10.3 to Registrant's Form 10-Q for the quarterly period ended September 30, 1997). 10.5 -- Lease Agreement dated January 30, 1998 between Wildwood Associates and The Profit Recovery Group International I, Inc. (incorporated by reference to Exhibit 10.30 to Registrant's Form 10-K for the year ended December 31, 1997). 10.6 -- Sublease dated October 29, 1993, between The Profit Recovery Group I, Inc. and International Business Machines Corporation (incorporated by Reference to Exhibit 10.15 to Registrant's March 26, 1996 registration statement number 333-1086 on Form S-1). 10.7 -- Seventh Amendment to Credit Agreement dated July 29, 1998 among Bank of America, N.A., formerly NationsBank, N.A., as Agent for the Lenders, The Profit Recovery Group International, Inc., and certain guarantors named therein (incorporated by reference to the Registrant's Form 10-Q for the quarterly period ended September 30, 2000). 10.8 -- Eighth Amendment to Credit Agreement dated July 29, 1998 among Bank of America, N.A., formerly NationsBank, N.A., as Agent for the Lenders, The Profit Recovery Group International, Inc., and certain guarantors named therein (incorporated by reference to the Registrant's Form 10-Q for the quarterly period ended September 30, 2000). 10.9 -- Description of 2001-2005 Compensation Arrangement between Registrant and Mr. John M. Cook. 10.10 -- Employment Agreement between Registrant and Mr. Robert G. Kramer; Compensation Agreement between Registrant and Mr. Kramer (incorporated by reference to Exhibit 10.38 to Registrant's Form 10-K for the year ended December 31, 1997). 10.11 -- Syndication Amendment and Assignment dated as of September 17, 1998 and among the Registrant, certain of subsidiaries of the Registrant and various banking institutions; Credit Agreement dated as of July 29, 1998 among the Registrant, certain subsidiaries of the Registrant and various banking institutions (incorporated by reference to Exhibit 10.1 to Registrant's Form 10-Q for the quarterly period ended September 30, 1998). 10.12 -- Sub-Sublease agreement dated August 19, 1998 by and between a subsidiary of the Registrant and Manhattan Associates, Inc. (incorporated by reference to Exhibit 10.2 to Registrant's Form 10-Q for the quarterly period ended September 30, 1998). 10.13 -- Lease agreement dated July 17, 1998 by and between Wildwood Associates and a subsidiary of the Registrant (incorporated by reference to Exhibit 10.4 to Registrant's Form 10-Q for the quarterly period ended September 30, 1998). 10.14 -- The Profit Recovery Group International Inc. Stock Incentive Plan (incorporated by reference to Exhibit 10.5 to Registrant's Form 10-Q for the quarterly period ended September 30, 1998). 10.15 -- Description of The Profit Recovery Group International, Inc. Executive Incentive Plan (incorporated by reference to Exhibit 10.6 to Registrant's Form 10-Q for the quarterly period ended September 30, 1998).
58 61
EXHIBIT NUMBER DESCRIPTION - ------- ----------- 10.16 -- Description of Compensation Arrangement between Mr. Donald E. Ellis, Jr. and Registrant, dated January 15, 2001. 10.17 -- Description of 2000 Compensation Arrangement between Mr. Mark C. Perlberg and Registrant, dated January 7, 2000. 10.18 -- Form of The Profit Recovery Group International, Inc. Stock Award Agreement -- Ratable Vesting. 10.19 -- Form of The Profit Recovery Group International, Inc. Stock Award Agreement -- Cliff Vesting. 10.20 -- Ninth Amendment to Credit Agreement dated July 29, 1998 among Bank of America, N.A., formerly NationsBank, N.A., as Agent for the Lenders, The Profit Recovery Group International, Inc. and certain guarantors named therein. **10.21 -- Letter Agreement dated May 25, 1995 between Wal-Mart Stores, Inc. and Registrant (incorporated by reference to Exhibit 10.1 to Registrant's March 26, 1996 registration statement number 333-1086 on Form S-1). ***10.22 -- Services Agreement dated April 7, 1993 between Registrant and Kmart Corporation as amended by Addendum dated January 28, 1997 (incorporated by reference to Exhibit 10.31 to Registrant's Form 10-K for the year ended December 31, 1997). 10.23 -- Description of 2001 compensation arrangement between Registrant and Mr. John M. Toma. 10.24 -- Non-qualified Stock Option Agreement between Mr. Donald E. Ellis, Jr. and the Registrant dated October 26, 2000. 10.25 -- Description of 2001 Compensation Arrangement between Mr. Mark C. Perlberg and the Registrant. 10.26 -- Description of 2001 Compensation Arrangement between Mr. Robert A. Kramer and the Registrant. 10.27 -- Discussion of Management and Professional Incentive Plan. 10.28 -- Amendment to 2000 Compensation Agreement between Mr. Mark C. Perlberg and Registrant, dated October 30, 2000. 21.1 -- Subsidiaries of the Registrant. 23.1 -- Consent of KPMG LLP. 23.2 -- Consent of ERNST & YOUNG Audit.
- --------------- * In accordance with Item 601 (b)(2) of Regulation S-K, the schedules have been omitted and a list briefly describing the schedules is contained at the end of the Exhibit. The Company will furnish supplementally a copy of any omitted schedule to the Commission upon request. ** Confidential treatment pursuant to 17 CFR sec.sec. 200.80 and 230.406 has been granted regarding certain portions of the indicated Exhibit, which portions have been filed separately with the Commission. *** Confidential treatment pursuant to 17 CFR sec.sec. 200.80 and 240.24b-2 has been granted regarding certain portions of the indicated Exhibit, which portions have been filed separately with the Commission. (b) Reports on Form 8-K The registrant filed one report on Form 8-K during the quarter ended December 31, 2000: (1) Form 8-K describing the resignation of two executive officers was filed on November 7, 2000. 59 62 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. THE PROFIT RECOVERY GROUP INTERNATIONAL, INC. March 27, 2001 By: /s/ JOHN M. COOK ------------------------------------ John M. Cook Chairman of the Board and Chief Executive Officer Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the date indicated.
SIGNATURE TITLE DATE --------- ----- ---- /s/ JOHN M. COOK Chairman of the Board and Chief March 27, 2001 - ----------------------------------------------------- Executive Officer John M. Cook (Principal Executive Officer) /s/ DONALD E. ELLIS, JR. Executive Vice President -- March 27 2001 - ----------------------------------------------------- Finance, Chief Financial Donald E. Ellis, Jr. Officer and Treasurer (Principal Financial Officer) /s/ ALLISON ADEN Vice President -- Finance March 27, 2001 - ----------------------------------------------------- (Principal Accounting Allison Aden Officer) /s/ STANLEY B. COHEN Director March 27, 2001 - ----------------------------------------------------- Stanley B. Cohen /s/ MARC S. EISENBERG Director March 27, 2001 - ----------------------------------------------------- Marc S. Eisenberg /s/ JONATHAN GOLDEN Director March 27, 2001 - ----------------------------------------------------- Jonathan Golden /s/ GARTH H. GREIMANN Director March 27, 2001 - ----------------------------------------------------- Garth H. Greimann /s/ FRED W.I. LACHOTZKI Director March 27, 2001 - ----------------------------------------------------- Fred W.I. Lachotzki /s/ E. JAMES LOWREY Director March 27, 2001 - ----------------------------------------------------- E. James Lowrey /s/ THOMAS S. ROBERTSON Director March 27, 2001 - ----------------------------------------------------- Thomas S. Robertson /s/ JOHN M. TOMA Vice Chairman and Director March 27, 2001 - ----------------------------------------------------- John M. Toma /s/ JACKIE M. WARD Director March 27, 2001 - ----------------------------------------------------- Jackie M. Ward
60 63 SCHEDULE II -- VALUATION AND QUALIFYING ACCOUNTS FOR THE YEARS ENDED DECEMBER 31, 2000, 1999 AND 1998 (IN THOUSANDS)
ADDITIONS DEDUCTIONS ------------------------ ----------- BALANCE AT CHARGE TO CREDITED TO BALANCE AT BEGINNING COSTS AND ACCOUNTS END OF DESCRIPTION OF YEAR EXPENSES ACQUISITIONS RECEIVABLE YEAR - ----------- ---------- --------- ------------ ----------- ---------- 2000 Allowance for doubtful accounts receivable................................ $3,624 $2,725 $ -- $ (1,106) $5,243 Deferred tax valuation allowance............ $1,250 $ 294 $ -- $ -- $1,544 1999 Allowance for doubtful accounts receivable................................ $3,858 $ 346 $ 569 $ (1,149) $3,624 Deferred tax valuation allowance............ $ 720 $ 530 $ -- $ -- $1,250 1998 Allowance for doubtful accounts receivable................................ $ -- $ -- $4,087 $ (229) $3,858 Deferred tax valuation allowance............ $ -- $ 720 $ -- $ -- $ 720
61 64 (LOGO The Profit Recovery Group International, Inc.) EX-10.9 2 g67612ex10-9.txt DESCRIPTION OF 2001-2005 COMPENSATION ARRANGEMENT 1 Exhibit 10.9 COMPENSATION ARRANGEMENTS JOHN M. COOK 2001 JOHN M. COOK CHAIRMAN OF THE BOARD, CHIEF EXECUTIVE OFFICER The Company has entered into an employment agreement, as amended, with John M. Cook that currently expires December 31, 2005. The employment agreement provides for automatic one-year renewals upon the expiration of each year of employment (such that it always has a five-year term), subject to prior notice of non-renewal by the Board of Directors. Pursuant to Mr. Cook's employment agreement, for 2000 through 2005, Mr. Cook receives an annual base salary of $500,000, effective March 1, 2000, and an annual target bonus of up to 200 percent of his base salary based upon the Company's performance for the respective year. For the year 2001, the Compensation Committee determined that Mr. Cook is eligible to receive up to a maximum of 150,000 options if earnings per share for 2001 are greater than 150 percent of 2000 adjusted earnings per share. Mr. Cook will be entitled to receive a pro-rata share of options if 2001 earnings per share are between 130 percent and 149 percent of 2000 earnings per share. Any options granted to Mr. Cook would be granted at fair market value as of the end of 2001 and would vest over a four-year period at 25 percent per year. If Mr. Cook is terminated other than for cause or if Mr. Cook resigns for "Good Reason," he is eligible to receive a severance payment for the remainder of the five-year term, comprised of base salary and bonus, up to a maximum amount not to be deemed an "excess parachute payment" under the Code, and all outstanding options immediately become vested. "Good Reason" means any of the following occurring without Mr. Cook's consent: (i) the assignment of duties or a position or title inconsistent with or lower than the duties, position or title provided in Mr. Cook's Employment Agreement; (ii) a requirement that Mr. Cook perform a substantial portion of his duties outside Atlanta, Georgia; (iii) a reduction of Mr. Cook's compensation unless the Board or an appropriate committee of the Board has authorized a general compensation decrease for all executive officers of the Company; (iv) the acquisition by any person, entity or group of 50 percent or more of the combined voting power of the then outstanding securities of the Company; (v) certain events of merger, consolidation, or transfer of assets of the Company ("Change in Control") resulting in a minority ownership by Company stockholders in the successor company following the Change in Control; (vi) the existing directors of the Company prior to a Change in Control constitute less than a majority of the directors of the successor company following the Change in Control; or (vii) there shall have occurred any other transaction or event that the Board of Directors of the Company in its discretion identifies as a Change in Control for this purpose. Mr. Cook also is entitled to receive certain supplemental insurance coverage and other personal benefits under his employment agreement. Mr. Cook has agreed not to compete with the Company or to solicit any of the Company's clients or employees for a period of 18 months following termination of employment. EX-10.16 3 g67612ex10-16.txt DESCRIPTION OF COMPENSATION DATED JANUARY 15, 2001 1 EXHIBIT 10.16 January 15, 2001 Mr. Donald E. Ellis, Jr. 607 Haddington Lane Peachtree City, Georgia 30269 Re: Employment Offer Dear Gene: I am pleased to memorialize the terms of your full time employment with The Profit Recovery Group USA, Inc. ("PRG") as Executive Vice President-Finance, Chief Financial Officer and Treasurer of PRG and of The Profit Recovery Group International, Inc. ("PRGX") conditioned upon your signing the attached Employee Agreement. You will report to the Chief Executive Officer of PRGX. You will be responsible for all Finance Department functions of PRG and PRGX, including financial planning, budgeting, accounting and treasury functions and will serve as key spokesperson and contact for shareholders, investors and banking agencies for PRGX. We are very excited about your joining our organization and the opportunities for our mutual success. The following confirms our offer: 1. Base Salary. Base salary paid at the rate of $300,000.00 per annum, paid $11,538.46 every two weeks and pro-rated for partial years. You commenced employment with PRG on October 26, 2000. 2. Performance Bonus. While you remain employed by PRG you will be eligible for annual bonuses, which will include annual payout potentials of up to 70% of your base salary for achievement of your performance goals. These goals will be role-specific performance objectives to be mutually agreed upon by you and the Chief Executive Officer of PRGX. The measurement periods will be calendar quarter or calendar year or a combination of both. Your bonus will be no less than $50,000.00 per annum. Your bonus will be pro-rated for partial years based on the number of days you were employed by PRG during such year. 3. Car Allowance. You will receive a car allowance paid at the rate of $25,000.00 per annum, paid $2,083.33 monthly during your employment and pro-rated for partial periods. 2 Mr. Donald E. Ellis, Jr. January 15, 2001 Page 2 4. Options. The Board of Directors of PRGX has granted to you options to purchase 250,000 shares of Common Stock in The Profit Recovery Group International, Inc. with 100,000 shares vesting as of October 26, 2000 and the remaining 150,000 vesting ratably and monthly over 36 months. This grant is made pursuant to the terms of an option agreement, the form of which will be delivered to you under separate cover. 5. Employee Benefits. You will be eligible for participation in PRG's Employee Benefits Plan, which currently offers medical, dental, life, short term and long term disability insurance, flexible spending accounts, 401(k) Savings Plan and Employee Stock Purchase Program. The effective dates for your coverage and participation in these plans will be communicated to you under separate cover. During the term of your employment, PRG will also pay the premiums, or, at your option, reimburse you for premiums paid, on a $650,000 term life policy (policy #41113584, carrier: TransAmerica Occidental Life Insurance Company) which PRG previously acquired for you. While employed by PRG, PRG will reimburse you for the cost incurred in connection with an annual comprehensive physical examination to the extent not covered by insurance. 6. Reimbursement of Expenses. PRG will pay your reasonable travel and business expenses (including air travel at first class rate), subject to you submitting receipts in accordance with PRG's normal practices and procedures. Additionally, PRG will reimburse you for the reasonable costs of having your own counsel review this Agreement on your behalf prior to your signing this Agreement. 7. Vacation. You will be entitled to three (3) weeks of paid vacation for each full year of employment with PRG, subject to PRG's policies and procedures as promulgated from time to time. 8. Termination. (a) This Agreement may be terminated by PRG for "cause" upon delivery to you of notice of termination. As used herein, "cause" means (i) fraud or dishonesty committed by you in the course of your employment with PRG or PRGX, gross negligence or willful misconduct committed by you in the course of your employment with PRG or PRGX which has or might reasonably be expected to have a material adverse effect upon the business or operations of PRGX and its subsidiaries taken as a whole, conviction of a felony or other crime of moral turpitude in the course of employment (e.g., fraud, theft, embezzlement and the like), or (ii) engaging in activities prohibited by Sections 3, 4, 5 or 6 of the attached Employee Agreement, or any other material breach of this Agreement. A termination of your employment for "cause" based upon the immediately preceding sentence shall take effect thirty (30) days after PRG gives you written notice of such termination unless you shall, during such thirty (30) day period, remedy the events 3 Mr. Donald E. Ellis, Jr. January 15, 2001 Page 3 or circumstances constituting "cause" to the reasonable satisfaction of the Chief Executive Officer of PRGX; provided, however, that such termination shall take effect immediately upon the giving of notice of termination with "cause" if PRG shall have reasonably determined in good faith that such events or circumstances are not remediable (which determination shall be stated in such written notice). If the Chief Executive Officer of PRGX or Stanley Cohen ("Cohen") or Jonathan Golden ("Golden") becomes aware of any facts or circumstances that would give PRG the right to terminate your employment for cause pursuant to this Section 8(a), PRG shall give you notice of the existence of such facts or circumstances within thirty (30) days of such facts or circumstances being known by the Chief Executive Officer of PRGX or by Golden or Cohen; provided, however, that this sentence shall apply to Golden and Cohen only for so long as such person continuously remains a member of the Board of Directors of PRGX. (b) You may, without cause, terminate this Agreement by giving PRG thirty (30) days' written notice in the manner specified in Section 11 hereof and such termination will be effective on the thirtieth (30th) day following the date of such notice or such earlier date as PRG specifies. PRG may, without cause, terminate this Agreement by giving to you thirty (30) days' written notice in the manner specified in Section 11 hereof and such termination will be effective on the thirtieth (30th) day following the date of such notice. At PRG's option, you will cease performing your duties as an employee on such earlier date as PRG may specify in its notice of termination. (c) In the event of your Disability, physical or mental, PRG will have the right, subject to all applicable laws, including without limitation, the Americans with Disabilities Act ("ADA"), to terminate your employment immediately. For purposes of this Agreement, the term "Disability" shall mean your inability or expected inability (or a combination of both) to perform the services required of you hereunder due to illness, accident or any other physical or mental incapacity for an aggregate of ninety (90) days within any period of one hundred eighty (180) consecutive days during which this Agreement is in effect, as agreed by the parties or as determined pursuant to the next sentence. If there is a dispute between you (or your legal representative) and PRG as to whether a Disability exists, then such issue shall be decided by a medical doctor selected by PRG and a medical doctor selected by you or your legal representative (or, in the event that such doctors fail to agree, then in the majority opinion of such doctors and a third medical doctor chosen by such doctors). Each party shall pay all costs associated with engaging the medical doctor selected by such party and the parties shall each pay one-half (1/2) of the costs associated with engaging any third medical doctor. (d) This Agreement may be terminated by you for "Good Reason" upon thirty (30) days prior written notice of termination (the "Termination Notice") served personally in 4 Mr. Donald E. Ellis, Jr. January 15, 2001 Page 4 accordance with Section 11 hereof, such "Good Reason" being specified in the Termination Notice; provided that at the time of such notice to PRG, there is no basis for termination by PRG of your employment for cause and the facts and circumstances constituting cause have not been known by the Chief Executive Officer of PRGX or, if applicable, Cohen or Golden, for thirty (30) days or more; and further provided that at the time of such Termination Notice to PRG you have delivered at least 30 days prior thereto a written notice to PRG (the "Event Notice") stating a condition (a "Qualifying Event") exists which with the passage of time will allow you to terminate your employment for "Good Reason" and specifying the factual basis for such Qualifying Event and such Qualifying Event has not been cured by PRG prior to its receipt of the Termination Notice. For purposes of this Agreement, "Good Reason" means any one of the following events: (i) the assignment to you of duties or positions or titles inconsistent with or lower than any of the duties, positions or titles provided in this Agreement; (ii) the principal place where you are required to perform a substantial portion of your employment duties hereunder is outside of the metropolitan Atlanta, Georgia area; (iii) the reduction of your Base Salary, potential Bonus or annual automobile allowance below amounts set forth herein; provided however you shall have no right to terminate pursuant to this clause (iii) of Section 8(d) if PRGX's Board of Directors or the Compensation Committee of the Board of PRGX (the "Committee") has duly authorized and directed a general compensation decrease for all executive employees of PRG and PRGX and the reduction of the sum of your Base Salary, potential Bonus and automobile allowance hereunder is reduced on a pro rata basis in respect of all other such executives; or (iv) a "Change in Control" (as defined below) shall have occurred. If you believe that a Qualifying Event has occurred, you must give PRG the Event Notice within thirty (30) days following the occurrence of such Qualifying Event or you will not be entitled to rely on such event as the basis for terminating your employment for Good Reason. PRG will have thirty (30) days after its receipt of the Event Notice to notify you that it disagrees in good faith with your assertion that there has been a Qualifying Event and to provide you with a detailed written explanation as to why it disagrees. If PRG does not notify you within thirty (30) days of its receipt of the Event Notice that it disagrees with your assertion that there has been a Qualifying Event, PRG shall be deemed to have agreed with your assertion that there has been a Qualifying Event. If PRG agrees or is deemed to agree with your assertion, or any disagreement is finally resolved finding that a Qualifying Event has occurred, you must give the Termination Notice within thirty (30) days following the earliest of such agreement, deemed agreement or final resolution or you will not be entitled to rely on the specific facts underlying such Qualifying Event as the basis for terminating your employment for Good Reason. If PRG disagrees with your assertion in a timely manner, you may give the Termination Notice at any time prior to the resolution of whether a Qualifying Event has occurred; provided, however, that your employment will be considered 5 Mr. Donald E. Ellis, Jr. January 15, 2001 Page 5 terminated without Good Reason pending the outcome of the disagreement as to whether a Qualifying Event has occurred. If you terminate your employment in accordance with this Section 8(d) and PRG disagrees with your assertion that a Qualifying Event has occurred, and if the outcome of such disagreement is that a Qualifying Event has occurred, you will be entitled to interest at the prime rate, as announced by Bank of America, N.A. or any successor thereto, Atlanta, Georgia, on any severance payments you subsequently receive calculated from the date you would have received such payments if PRG had not disagreed with your assertion that a Qualifying Event had occurred to the date you actually receive such severance payments. Notwithstanding the foregoing, a termination shall not be treated as a termination for "Good Reason" (A) if you have consented in writing in your individual capacity (regardless of any action taken by you in your capacity as an officer of PRG or PRGX or in your capacity as a stockholder of PRGX on any matter presented to PRGX stockholders for a vote) to the occurrence of the Qualifying Event giving rise to the claim of termination for Good Reason or (B) unless you have delivered an Event Notice to PRG at least 30 days prior to providing the Termination Notice and the Qualifying Event identified in the Event Notice shall not have been cured by PRG prior to its receipt of the Termination Notice. For purposes of this Agreement, a "Change in Control" shall have occurred if: (A) John M. Cook no longer serves as Chief Executive Officer of PRGX; or (B) a majority of the directors of PRGX shall be persons other than persons: (xx) for whose election proxies shall have been solicited by the board; or (yy) who are then serving as directors appointed by the board to fill vacancies on the board caused by death or resignation, but not by removal, or to fill newly-created directorships; or (C) a majority of the outstanding voting power of PRGX shall have been acquired or beneficially owned by any person (other than PRGX or a subsidiary of PRGX) or any two or more persons acting as a partnership, limited partnership, syndicate or other group, entity or association acting in concert for the purpose of acquiring, holding or disposing of voting stock of PRGX; or (D) there shall have occurred: 6 Mr. Donald E. Ellis, Jr. January 15, 2001 Page 6 (ww) a merger or consolidation of PRGX with or into another corporation, other than (1) a merger or consolidation with a subsidiary of PRGX or (2) a merger or consolidation in which the holders of voting stock of PRGX immediately prior to the merger as a class hold immediately after the merger at least a majority of all outstanding voting power of the surviving or resulting corporation or its parent; or (xx) a statutory exchange of shares of one or more classes or series of outstanding voting stock of PRGX for cash, securities or other property, other than an exchange in which the holders of voting stock of PRGX immediately prior to the exchange as a class hold immediately after the exchange at least a majority of all outstanding voting power of the entity with which the PRGX stock is being exchanged; or (yy) the sale or other disposition of all or substantially all of the assets of PRGX, in one transaction or a series of transactions, other than a sale or disposition in which the holders of voting stock of PRGX immediately prior to the sale or disposition as a class hold immediately after the exchange at least a majority of all outstanding voting power of the entity to which the assets of PRGX are being sold; or (zz) the liquidation or dissolution of PRGX. (e) In the event this Agreement is terminated, all provisions in this Agreement or the Employee Agreement relating to any actions, including those of payment or compliance with covenants, subsequent to termination shall survive such termination. (f) The provisions in this Agreement as they relate to the giving of notice prior to termination of employment shall control any contrary notice requirements (or lack thereof) set forth in the Employee Agreement. 9. Severance Payments. (a) If your employment with PRG is terminated for cause or if you voluntarily resign other than (i) for Good Reason or (ii) due to Retirement (as defined below), you will receive your base salary prorated through the date of termination, payable in accordance with PRG's normal payroll procedure, and you will not receive any 7 Mr. Donald E. Ellis, Jr. January 15, 2001 Page 7 bonus or any other amount in respect of the year in which termination occurs or in respect of any subsequent years. (b) If your employment with PRG is terminated prior to October 26, 2003 either by PRG or any successor to PRG without cause or by you for Good Reason, you will receive: (i) your base salary and performance bonus for the year in which such termination occurs prorated through the date of such termination, plus (ii) a severance payment, subject to adjustment as set forth below, equal to twenty-four (24) months of base salary and car allowance, plus (iii) a bonus of One Hundred Thousand Dollars ($100,000.00), plus (iv) an amount (the "Excise Tax Reimbursement") sufficient to pay the federal excise tax, if any, imposed under Section 4999 of the Internal Revenue Code of 1986, as amended, or any successor statute thereto (the "Code") with respect to any compensation to which you are entitled (X) hereunder other than the Excise Tax Reimbursement, (Y) under any other agreement between you and PRG or PRGX or any successor to PRG or PRGX, or (Z) under any benefit plan of PRG or PRGX or any successor to PRG or PRGX in which you participate, whether such compensation described in clauses (X) through (Z) of this subsection (b)(iv) is payable in cash or otherwise (including any amount attributable under Sections 280G and 4999 of the Code or regulations promulgated thereunder to acceleration of options), in connection with any termination of your employment to which this subsection 9(b) applies; plus (v) an amount to reimburse you in full for any additional federal excise tax under Section 4999 of the Code and federal and state income taxes and Medicare taxes (calculated using a federal income tax rate of 39.6%, a state income tax rate of 6% and the prevailing marginal Medicare tax rate) imposed on the Excise Tax Reimbursement and the amount payable under this clause (v) of subsection 9(b). Except as provided in this subsection 9(b), or in any other agreement between you and PRG or PRGX or any successor to PRG or PRGX, you will not receive any other amount from PRG or PRGX or any successor to PRG or PRGX in respect of the year in which termination occurs or in respect of subsequent years. The prorated base salary will be paid in accordance with PRG's or its successor's normal payroll procedure, the prorated performance bonus will be paid in a lump sum within ninety 8 Mr. Donald E. Ellis, Jr. January 15, 2001 Page 8 (90) days after the end of the year to which it relates, and the remaining payments will be paid in a lump sum within ten (10) days following termination. (c) If your employment with PRG is terminated on or after October 26, 2003 by PRG without cause or by you for Good Reason or is terminated at any time by your death or Retirement, you (or your legal representative in the case of death) will receive base salary and performance bonus for the year in which such termination occurs prorated through the date of such termination and you will not receive any other amount in respect of the year in which termination occurs or in respect of any subsequent years. The prorated base salary will be paid in accordance with PRG's normal payroll procedure and the prorated performance bonus will be paid in a lump sum within ninety (90) days after the end of the year to which it relates. (d) If your employment with PRG is terminated for Disability, you or your legal representative will receive (i) all unpaid base salary and bonuses for the year in which such termination occurs prorated through the date of termination with such prorated base salary payable in accordance with PRG's normal payroll procedure and the prorated bonus payable in a lump sum within ninety (90) days after the end of the year to which it relates, and (ii) base salary for a period of ninety (90) days following termination of employment due to Disability at the rates in effect upon the date of such termination payable in accordance with PRG's normal payroll procedure, reduced (but not below zero) by the sum of (x) all amounts paid by PRG to you as base salary prior to termination of employment for the times that you were unable to perform the services required of you under this Agreement due to illness, accident or any other physical or mental incapacity which resulted in your Disability and (y) all amounts that you are eligible to receive under any of PRG's standard short-term group disability insurance coverage provided to you as a result of such illness, accident or any other physical or mental incapacity. To the extent that PRG has not reduced its payments to you to reflect such amount that you are eligible to receive under such short-term group disability coverage, you will immediately remit to PRG such amount upon your receipt thereof. You will not receive any other amount in respect of the year in which termination occurs or in respect of any subsequent years. In lieu of terminating your employment for a Disability, PRG may elect to put you on unpaid leave of absence for a period determined in PRG's sole discretion, but in no event to exceed one year. If put on unpaid leave of absence, you will be entitled to the same compensation to which you are entitled if you are terminated as set forth above in this subsection 9(d) and shall not be entitled to any further compensation except that you will continue to maintain your eligibility in all PRG benefit plans (but only to the extent such continued eligibility is not prohibited pursuant to the terms of any such plan) provided that PRG will have no responsibility to pay any premiums or other amounts on your behalf with respect to any such plans. Notwithstanding anything contained herein to the 9 Mr. Donald E. Ellis, Jr. January 15, 2001 Page 9 contrary, if PRG elects to place you on unpaid leave of absence in lieu of terminating you as provided in this Subsection 9(d), (i) PRG will be entitled to subsequently terminate your employment with PRG on the expiration of such leave of absence without any further monetary obligations to you and (ii) PRG will have no obligation to reinstate you to active status unless PRG determines in its sole discretion that such reinstatement is in the best interests of both PRG and you. (e) If your employment is terminated for any reason, you will be paid within sixty (60) days of termination for the value of all unused vacation time which accrued during the calendar year in which such termination occurs up to the date of termination in accordance with the Company's policies. (f) If you fail to observe or perform in any material respect any of your continuing duties and obligations under this Agreement or your duties and obligations under Sections 3, 4, 5, or 6 of the attached Employee Agreement, you will forfeit any right to severance or other termination payments of any amounts other than base salary prorated through the date of termination and upon PRG's demand for same, you shall repay PRG any severance or other termination payments paid to you after the date of termination of your employment with PRG (other than such base salary). (g) Notwithstanding anything contained herein to the contrary, as conditions precedent to receiving any severance benefits under this Agreement, you will be required to (i) return all property of PRG including, without limitation, all Confidential Information (as that term is define in your Employee Agreement), and (ii) execute and deliver in a mutually satisfactory form (A) a general release and covenant not to sue in favor of PRG, and its officers, directors and employees, and (B) an agreement (1) to assist PRG with any claims or litigation with others involving matters within the scope of your employment with PRG, whether or not such claims or litigation is initiated by PRG or others, (2) to refrain from assisting others who are asserting claims against PRG or suing PRG, unless otherwise required by law, and (3) to refrain from any disparagement of PRG, or its officers, directors or employees, unless otherwise required by law. 10. Successors and Assigns. You may not assign this Agreement. This Agreement may only be assigned by PRG to any affiliate of PRG; provided, however, PRG shall remain liable for all obligations under this Agreement. The provisions of this Agreement will be binding upon your heirs and legal representatives. 11. Notices. All notices pursuant to this Agreement will be in writing and either (i) delivered by hand, (ii) mailed by United States certified mail, return receipt requested, postage prepaid, or (iii) sent by an internationally recognized courier which maintains evidence of delivery and 10 Mr. Donald E. Ellis, Jr. January 15, 2001 Page 10 receipt. All notices or other communications will be directed to the following addresses (or to such other addresses as either of us may designate by notice to the other): If to PRG: The Profit Recovery Group USA, Inc. 2300 Windy Ridge Parkway Suite 100 North Atlanta, Georgia 30339-8426 Attention: Chief Executive Officer If to you: 607 Haddington Lane Peachtree City, Georgia 30269 12. Withholdings. PRG will deduct or withhold from all amounts payable to you pursuant to this Agreement such amount(s) as may be required pursuant to applicable federal, state or local laws. 13. Acceleration of Prior Severance Payments. You acknowledge that, as an inducement to accept this Agreement, you have received the balance of $145,833.31 owing to you pursuant to the first sentence of Section 11(c) of that certain Employment Agreement dated July 20, 1999 between PRG and you, as amended, in full satisfaction of PRG's and PRGX's obligations under that sentence. Accelerated payment of such balance amount is mutually agreed to be a signing bonus hereunder. 14. Post Employment Assistance. Notwithstanding anything to the contrary in this Agreement, commencing after the termination of this Agreement for any reason, in the event PRGX, PRG or any of their affiliates requests your assistance or you are a named defendant in any claim, threat or inquiry related to your employment with PRG or PRGX, then you will be paid $180/hour for your services plus expenses. You will make reasonable efforts to be available to PRG and PRGX to provide such assistance. 15. Enforcement of Agreement. If you take any action to enforce any provision of this Agreement following a Change in Control and you are the prevailing party in such action, whether by lawsuit, settlement, arbitration or otherwise, PRG and PRGX will pay all of your reasonable attorneys' and other professionals' fees and expenses actually incurred by you in connection with such enforcement action. 16. Arbitration. Except as set forth below, any claim, dispute or controversy arising under or in connection with this Agreement or otherwise in connection with your employment by PRG (including, without limitation, any such claim, dispute or controversy arising under any federal, state or local statute, regulation, or ordinance or any of PRG's or PRGX's employee benefit plans, policies or programs) shall be resolved solely and exclusively by binding arbitration. The arbitration shall be held in the city of Atlanta, Georgia (or at such 11 Mr. Donald E. Ellis, Jr. January 15, 2001 Page 11 other location as shall be mutually agreed upon). The arbitration shall be heard by a panel of three arbitrators and shall be conducted by the American Arbitration Association under its National Rules for the Regulation of Employment Disputes in effect at the time of the arbitration. Except as otherwise specifically set forth in this letter, all fees and expenses of the arbitration (other than a party's respective legal and professional fees and expenses, which shall be paid by the party incurring same), including a transcript if either requests, shall be borne equally by the parties. The arbitrator's decision shall be final and binding on the parties and shall bar any suit, action or proceeding instituted in any federal, state or local court or administrative tribunal. Notwithstanding the preceding sentence, the arbitrator's judgment may be entered in any court of competent jurisdiction. These arbitration provisions shall survive the termination of this Agreement. Notwithstanding anything contained herein to the contrary, PRG and PRGX shall not be required to arbitrate any disputes regarding the terms set forth in Sections 3 through 6 of the attached Employee Agreement. PRG and PRGX shall in all cases be permitted to seek all remedies available at law to it in connection with the enforcement of such provisions, including the right to seek injunctive relief in any court of competent jurisdiction. Prior to initiating any arbitration, an aggrieved party shall notify the other and the parties shall have ten (10) days to work in good faith to resolve any disagreements. If the disagreement remains unresolved for ten (10) or more days from the date the aggrieved party's notice is received by the other party, the aggrieved party may thereafter pursue arbitration in accordance with this Section 16. /s/ DEE -------------- Gene Ellis to initial here /s/ JMC -------------- John Cook to initial here 17. Entire Agreement. This Agreement, the Employee Agreement, the Indemnification Agreement between PRGX and you dated October 26, 2000 ("Indemnification Agreement") and such other documents as may be referenced herein or therein (the "Referenced Documents"), constitute our entire agreement with respect to the subject matter hereof and, except as specifically provided herein or in the Employee Agreement, the Indemnification Agreement or the Referenced Documents, supersedes all of our prior discussions, understandings and agreements. Any such prior agreements shall be null and void. To the extent that there is a conflict between this letter and the Employee Agreement, the terms of this letter shall control. You acknowledge and agree that you have received all amounts to which you are entitled under any prior employment or severance agreements between you and PRG and release PRG from any claims you may have for any additional payments under such prior agreements. This Agreement may not be changed orally, but only by an agreement in writing signed by the party against whom enforcement of any waiver, change, modification, extension or discharge is sought. Time is of the essence of this Agreement and each and every Section and subsection hereof. 12 Mr. Donald E. Ellis, Jr. January 15, 2001 Page 12 Please confirm your acceptance of this offer by signing and returning both this letter and the Employee Agreement to me at your earliest convenience. Best wishes, /s/ JOHN M. COOK ------------------------------------- John M. Cook, Chairman and Chief Executive Officer Accepted and agreed: /s/ DONALD E. ELLIS, JR. - -------------------------------------- Donald E. Ellis, Jr. Date: January 15, 2001 --------------------------------- EX-10.17 4 g67612ex10-17.txt DESCRIPTION OF COMPENSATION DATED MARCH 16, 2001 1 EXHIBIT 10.17 January 7, 2000 Mr. Mark Perlberg 310 Green Park Court Atlanta, Georgia 30327 Re: Employment Offer Dear Mark: I am pleased to extend this offer of full time employment with The Profit Recovery Group International I, Inc. ("PRG") as President-World Wide Accounts Payable Operations conditioned upon your signing the attached Employee Agreement. We are very excited about your joining our organization and the opportunities for our mutual success. Enclosed is our new hire package, which includes the forms to be completed and returned to my attention at the Atlanta office. The following confirms our offer: 1. Base Salary. Base salary paid at the rate of $300,000.00 per annum, paid $11,538.46 every two weeks and pro-rated for partial years. The term "Adjusted Base Salary" means and refers to the sum of your Base Salary and Twenty-Five Thousand and No/100 ($25,000.00) Dollars (such Twenty-Five Thousand and No/100 ($25,000.00) Dollars, together with accrued interest as hereinafter provided, is referred to as the "Salary Deferred Compensation Credit"). Your Salary Deferred Compensation Credit will not be paid to you but such amount will instead be deferred and credited to your Account (as defined in the attached Deferred Compensation Schedule). You will commence employment with PRG on February 9, 2000. 2. Performance Bonus. While you remain employed by PRG you will be eligible for annual bonuses, which will include annual payout potentials of 15% of your base salary for achievement of your threshold performance goals, 33% of your base salary for achievement of target performance goals, or 50% of your base salary for achievement of your stretch performance goals. These goals will be role-specific performance objectives to be mutually agreed upon by you and your Manager. The first period for measurement of bonus attainment will be for the period beginning 2 Mr. Mark Perlberg January 7, 2000 Page 2 January 1, 2000 through December 31, 2000. The measurement periods will be calendar quarter or calendar year or a combination of both. For 2000, your bonus will be no less than 33% of your actual base salary paid to you in 2000. Your bonus will be pro-rated for partial years based on the number of days you were employed by PRG during such year. 3. Car Allowance. You will be eligible for a car allowance paid at the rate of $12,000.00 per annum, paid $1,000 monthly during your employment and pro-rated for partial periods. 4. Options. You will be granted options to purchase 100,000 shares of Common Stock in The Profit Recovery Group International, Inc. ("PRGX"). This grant will be made pursuant to the terms of your option agreement, the form of which has been delivered to you. 5. Employee Benefits. You will be eligible for participation in PRG's Employee Benefits Plan, which currently offers medical, dental, life, short term and long term disability insurance, flexible spending accounts, 401(k) Savings Plan and Employee Stock Purchase Program. The effective dates for your coverage and participation in these plans will be communicated to you under separate cover. 6. Reimbursement of Expenses. PRG will pay your reasonable travel and business expenses (including air travel at business class rate), subject to you submitting receipts in accordance with PRG's normal practices and procedures. 7. Deferred Compensation. You will participate in PRG's Deferred Compensation Program pursuant to the terms set forth in the attached Deferred Compensation Schedule. 8. Termination. (a) This Agreement may be terminated by PRG for "cause" upon delivery to you of notice of termination. As used herein, "cause" shall mean (i) fraud, dishonesty, gross negligence, willful misconduct, commission of a felony or an act of moral turpitude, or (ii) engaging in activities prohibited by Sections 3, 4, 5, 6 or 7 of the attached Employee Agreement, or any other material breach of this Agreement. (b) You may, without cause, terminate this Agreement by giving PRG thirty (30) days' written notice in the manner specified in Section 11 hereof and such termination will be effective on the thirtieth (30th) day following the date of such notice or such earlier date as PRG specifies. PRG may, without cause, 3 Mr. Mark Perlberg January 7, 2000 Page 3 terminate this Agreement by giving to you thirty (30) days' written notice in the manner specified in Section 11 hereof and such termination will be effective on the thirtieth (30th) day following the date of such notice. At PRG's option, you will cease performing your duties as an employee on such earlier date as PRG may specify in notice of termination. (c) In the event of your Disability, physical or mental, PRG will have the right, subject to all applicable laws, including without limitation, the Americans with Disabilities Act ("ADA"), to terminate your employment immediately. For purposes of this Agreement, the term "Disability" shall mean your inability or expected inability (or a combination of both) to perform the services required of you hereunder due to illness, accident or any other physical or mental incapacity for an aggregate of ninety (90) days within any period of one hundred eighty (180) consecutive days during which this Agreement is in effect, as agreed by the parties or as determined pursuant to the next sentence. If there is a dispute between you and PRG as to whether a Disability exists, then such issue shall be decided by a medical doctor selected by PRG and a medical doctor selected by you and your legal representative (or, in the event that such doctors fail to agree, then in the majority opinion of such doctors and a third medical doctor chosen by such doctors). Each party shall pay all costs associated with engaging the medical doctor selected by such party and the parties shall each pay one-half (1/2) of the costs associated with engaging any third medical doctor. (d) This Agreement may be terminated by you for "Good Reason" upon thirty (30) days prior written notice of termination served personally in accordance with Section 11 hereof, such "Good Reason" being specified in the notice; provided that at the time of such notice to PRG, there is no basis for termination by PRG of your employment for cause. For purposes of this Agreement, "Good Reason" means any one of the following: (i) the assignment to you of duties or a position or title inconsistent with or lower than the duties, position or title provided in this Agreement; (ii) the principal place where you are required to perform a substantial portion of your employment duties hereunder is outside of the metropolitan Atlanta, Georgia area; or (iii) the reduction of your Base Salary, potential Bonus or annual automobile allowance below amounts set forth herein; provided however you shall have no right to terminate pursuant to this Section if PRG's Board of Directors or the Compensation Committee of the Board (the "Committee") has duly authorized and directed a general compensation decrease for all executive employees of PRG and the reduction of the sum of your Base Salary, potential Bonus and automobile allowance hereunder is similarly reduced in respect of other executives. Notwithstanding the foregoing, a termination shall not be treated as a termination for "Good 4 Mr. Mark Perlberg January 7, 2000 Page 4 Reason" (A) if you have consented in writing to the occurrence of the event giving rise to the claim of termination for Good Reason or (B) unless you have delivered a written notice to PRG stating that you intend to terminate your employment for Good Reason and specifying the factual basis for such termination, and such event shall not have been cured by PRG within thirty (30) days of receipt of such notice. (e) In the event this Agreement is terminated, all provisions in this Agreement or the Employee Agreement relating to any actions, including those of payment or compliance with covenants, subsequent to termination shall survive such termination. 9. Severance Payments. (a) If your employment with PRG is terminated for cause or if you voluntarily resign other than (i) for Good Reason (as defined below) or (ii) due to Retirement (as defined below), you will receive your base salary prorated through the date of termination, payable in accordance with PRG's normal payroll procedure, and you will not receive any bonus or any other amount in respect of the year in which termination occurs or in respect of any subsequent years. (b) If your employment with PRG is terminated by PRG without cause or by you for Good Reason, you will receive your base salary and bonus for the year in which such termination occurs prorated through the date of such termination, plus a severance payment equal to twelve (12) months of base salary, bonus at target level and car allowance. Except as provided in the immediately preceding sentence, you will not receive any other amount in respect of the year in which termination occurs or in respect of any subsequent years. The prorated base salary will be paid in accordance with PRG's normal payroll procedure and the prorated bonus will be paid in a lump sum within ninety (90) days after the end of the year to which it relates, and the severance payment will be paid in twelve (12) equal monthly installments commencing on the last day of the first month following termination. (c) If your employment with PRG is terminated by your death or Retirement, you (or your legal representative in the case of death) will receive base salary and bonus for the year in which such termination occurs prorated through the date of such termination and will not receive any other amount in respect of the year in which termination occurs or in respect of any subsequent years. The prorated base salary will be in accordance with PRG's normal payroll 5 Mr. Mark Perlberg January 7, 2000 Page 5 procedure and the prorated bonus will be paid in a lump sum within ninety (90) days after the end of the year to which it relates. (d) If your employment with PRG is terminated for Disability (as defined below), you or your legal representative will receive (i) all unpaid base salary and bonus for the year in which such termination occurs prorated through the date of termination with such prorated base salary payable in accordance with PRG's normal payroll procedure and the prorated bonus payable in a lump sum within ninety (90) days after the end of the year to which it relates, and (ii) base salary for a period of ninety (90) days following termination of employment due to Disability at the rates in effect upon the date of such termination payable in accordance with PRG's normal payroll procedure, reduced (but not below zero) by the sum of (x) all amounts paid by PRG to you as base salary prior to termination of employment for the times that you were unable to perform the services required of you under this Agreement due to illness, accident or any other physical or mental incapacity which resulted in your Disability and (y) all amounts that you are eligible to receive under any of PRG's standard short-term group disability insurance coverage provided to you as a result of such illness, accident or any other physical or mental incapacity. To the extent that PRG has not reduced its payments to you to reflect such amount that you are eligible to receive under such short-term group disability coverage, you will immediately remit to PRG such amount upon your receipt thereof. You will not receive any other amount in respect of the year in which termination occurs or in respect of any subsequent years. In lieu of terminating your employment, PRG may elect to put you on unpaid leave of absence for a period determined in PRG's sole discretion, but in no event to exceed one year. If put on unpaid leave of absence, you will be entitled to the same compensation to which you are entitled if you are terminated as set forth above and shall not be entitled to any further compensation except that you will continue to maintain your eligibility in all PRG benefit plans (but only to the extent such continued eligibility is not prohibited pursuant to the terms of any such plan) provided that PRG will have no responsibility to pay any premiums or other amounts on your behalf with respect to any such plans. Notwithstanding anything contained herein to the contrary, if PRG elects to place you on unpaid leave of absence in lieu of terminating you, (i) PRG will be entitled to subsequently terminate your employment with PRG on the expiration of such leave of absence without any further monetary obligations to you and (ii) PRG will have no obligation to reinstate you to active status unless PRG determines in its sole discretion that such reinstatement is in the best interests of both PRG and you. 6 Mr. Mark Perlberg January 7, 2000 Page 6 (e) If your employment is terminated for any reason, you will be paid within sixty (60) days of termination for the value of all unused vacation time which accrued during the calendar year in which such termination occurs up to the date of termination in accordance with the Company's policies. (f) If you fail to observe or perform any of your duties and obligations under Sections 3, 4, 5, 6 or 7 of the attached Employee Agreement, you will forfeit any right to severance or other termination payments of any amounts other than base salary prorated through the date of termination and upon PRG's demand for same, you shall repay PRG any severance or other termination payments paid to you after the date of termination of your employment with PRG (other than such base salary). 10. Successors and Assigns. You may not assign this Agreement. This Agreement may be assigned by PRG to any affiliate of PRG. The provisions of this Agreement will be binding upon your heirs and legal representatives. 11. Notices. Any notice to be given under this Agreement shall be given in writing and may be effected by personal delivery or by placing such in the United States certified mail, return receipt requested and addressed as set forth below, or as otherwise addressed as specified by the parties by notice given in like manner: If to PRG: The Profit Recovery Group International I, Inc. 2300 Windy Ridge Parkway Suite 100 North Atlanta, Georgia 30339-8426 Attention: President If to you: 310 Green Park Court Atlanta, Georgia 30327 12. Withholdings. PRG will deduct or withhold from all amounts payable to you pursuant to this Agreement such amount(s) as may be required pursuant to applicable federal, state or local laws. 13. Entire Agreement. This Agreement, the Employee Agreement and such other documents as may be referenced by such documents (the "Referenced Documents"), constitute our entire agreement with respect to the subject matter hereof and, except as specifically provided herein or in the Employee Agreement and the Referenced Documents, supersedes all of our prior discussions, understandings and agreements. Any such prior agreements shall be null and void. This Agreement may not be changed orally, but only by an agreement in writing signed by the party against whom 7 Mr. Mark Perlberg January 7, 2000 Page 7 enforcement of any waiver, change, modification, extension or discharge is sought. Time is of the essence of this Agreement and each and every Section and subsection hereof. Please confirm your acceptance of this offer by signing and returning both this letter and the Employee Agreement to me at your earliest convenience but in any event on or before December 15, 1999. Best wishes, /s/ MARIE A. NEFF Marie A. Neff, Senior Vice President, Human Resources Accepted and agreed: /s/ MARK PERLBERG - ------------------------------------ Mark Perlberg Date: January 24, 2000 ------------------------------- 8 DEFERRED COMPENSATION SCHEDULE (a) Annual Deferred Compensation Credit. Beginning January 1, 2000, PRG will maintain an account (the "Account") which, subject to the exceptions set forth below, will be increased each calendar year (beginning in 2000) by an amount equal to the sum of (i) the Salary Deferred Compensation Credit (as defined in the body of your Employment Offer letter) and (ii) Twenty-Five Thousand and No/100 ($25,000.00) Dollars (the "Company Deferred Compensation Credit"); provided that for the calendar year ending December 31, 2000 the Salary Deferred Compensation Credit and the Company Deferred Compensation Credit will each be reduced by Sixty-Eight and 49/100 ($68.49) Dollars multiplied by each day during 2000 that passes prior to you commencing employment with PRG. If your employment with PRG is terminated prior to the end of any calendar year due to (a) termination by PRG without cause as a result of your position with PRG being eliminated, or (b) your death, Disability or Retirement (as defined below), (i) a prorated portion of the Salary Deferred Compensation Credit will be credited to your Account in respect of the month in which such termination occurs based upon the ratio of the number of days in such month that you were an employee of PRG to the total number of calendar days in such month and no further credit will be made for any subsequent period, (ii) a partial credit will be made to the Account with respect to a Company Deferred Compensation Credit for such calendar year prorated based on the ratio of the number of days in such year that you were an employee of PRG to the total number of days in such year, and (iii) the Account will also be credited with an amount computed like interest on the credit balance of the Account at the rate publicly announced from time to time by NationsBank, N.A., Atlanta, Georgia, as its "prime rate." If your employment with PRG is terminated prior to the end of any calendar year for any reason other than due to (a) termination by PRG without cause as a result of your position with PRG being eliminated, or (b) your death, Disability or Retirement, no portion of the Salary Deferred Compensation Credit will be credited to your Account in respect of the month in which such termination occurs or any subsequent period and the amount that would have otherwise been credited in your Account pursuant to the immediately preceding sentence in respect of the month in which such termination occurs will instead be paid to you as additional Base Salary and no credits will be made to the Account with respect to a Company Deferred Compensation Credit for such calendar year. For these purposes, the Salary Deferred Compensation Credit and all interest accrued on the credit balance of the Account shall be deemed to be credited to the Account as of the end of each month and the Company Deferred Compensation Credit shall be deemed to be credited to the Account as of December 31 of each year unless your employment with PRG terminates due to (a) termination by PRG without cause as a result of your position with PRG being eliminated, or (b) your death, Disability or Retirement, in which 9 case the Company Deferred Compensation Credit for your final year of employment will be deemed to be credited to the Account as of the last day of the month within which your employment with PRG is terminated. PRG shall in all events determine (in its sole and absolute discretion) whether your employment with PRG has been terminated as a result of your position with PRG being eliminated. (b) Vesting. The provisions of this Section (b) shall determine the portion of the Account which is vested and eligible for payment in accordance with Section (c) of this Schedule. (i) General Vesting Rule. You will be immediately vested in the portion of the account attributable to all Salary Deferred Compensation Credits and subject to the other provisions of this Schedule, interest credited with respect thereto. Subject to the other provisions of this Schedule, your right to the portion of the Account attributable to each Company Deferred Compensation Credit and all interest credited with respect thereto (as determined pursuant to Section (a) of this Schedule) will vest annually at the rate of ten percent (10%) per year as of December 31 of each year beginning with the year that such Company Deferred Compensation Credit is credited to the Account. Each Company Deferred Compensation Credit made to the Account will vest independently of all other Company Deferred Compensation Credits made to the Account. (ii) Termination Due to Death, Disability or Retirement. If your employment with PRG terminates due to your death, Disability or Retirement (as defined below), then notwithstanding anything to the contrary in Section (b)(i) of this Schedule, you, in the event of Disability or Retirement, or your Beneficiary, in the event of your death, will be vested in the entire balance of the Account [including any Company Deferred Compensation Credit credited to the Account as of the last day of the month within which your employment with PRG is terminated, as provided in Section (a) of this Schedule]. Retirement means your resignation of employment with PRG on or after your sixtieth (60th) birthday and following at least ten (10) years of full time employment with PRG. (iii) Termination for Cause. Upon the termination of your employment for Cause (as defined in Section 8(a) of the Employment Offer letter), notwithstanding anything to the contrary in Section (b)(i) of this Schedule, you will be vested in the Salary Deferred Compensation Credit in the Account as of the end of the month preceding such termination or resignation but you will not be vested in any portion of the Company Deferred Compensation Credit, regardless of whether or 10 not previously vested, or in any interest accrued on either the Salary Deferred Compensation Credit or the Company Deferred Compensation Credit. (iv) Termination by PRG Without Cause. If your employment with PRG is terminated by PRG without cause, then notwithstanding anything to the contrary in Section (b)(i) of this Schedule, your right to each Company Deferred Compensation Credit and all interest credited with respect thereto (as determined pursuant to Section (a) of this Schedule) will vest for the year within which such termination occurs by an additional percentage equal to ten percent (10%) multiplied by a fraction, the numerator of which is the number of days in such year that you were an employee of PRG and the denominator of which is the total number of days in such calendar year. For example, if your employment is terminated by PRG without cause effective as of July 2, 2001 (the 182nd day of the year) you will be entitled to (i) fifteen percent (15%) of the Company Deferred Compensation Credit relating to 2000, and all interest credited with respect thereto (calculated by adding 10% for 2000 and 182/365 of 10% for 2001), and (ii) five percent (5%) of the Company Deferred Compensation Credit relating to 2001 and all interest credited with respect thereto (calculated as 182/365 of 10% for 2001). (v) No Further Credits. Except as otherwise expressly provided for above, upon your termination of employment with PRG, no further increase in the vested balance shall be made to the Account. (c) Payments Following Termination of Employment. If your employment with PRG is terminated for any reason, you (or, in the event of your death, your Beneficiary) will receive a payment equal to the portion of the Credit Balance of the Account which is vested in accordance with Section (b) of this Schedule within sixty (60) days after the earlier to occur of (A) your death, or (B) your termination of employment with PRG. The portion of the Account which is not vested in accordance with Schedule hereof following termination of your employment with PRG will be forfeited and you will not be entitled to any payment with respect thereto. (d) Beneficiary. You have the right to designate a beneficiary ("Beneficiary") under this Agreement who shall succeed to your right to receive payments with respect to this Schedule in the event of your death. If you fail to designate a Beneficiary or a Beneficiary dies without your designation of a successor Beneficiary, then for all purposes hereunder the Beneficiary shall be your estate. No designation of Beneficiary will be valid unless in writing signed by you, dated and delivered to PRG. Beneficiaries may be changed by you without the consent of any prior Beneficiary. 11 (e) Rights Unsecured; Unfunded Plan; ERISA. PRG's obligations arising under this Schedule to pay benefits to you or your Beneficiary constitute a mere promise by PRG to make payments in the future in accordance with the terms hereof and you and your Beneficiary have the status of a general unsecured creditor of PRG. Neither you nor your Beneficiary have any rights in or against any specific assets of PRG. It is our mutual intention that PRG's obligations under this Schedule be unfunded for income tax purposes and for purposes of Title I of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"). We each will treat our obligations under this Schedule as maintained for a select group of management or highly compensated employees exempt from Parts 2, 3 and 4 of Title I of ERISA. PRG will comply with the reporting and disclosure requirements of Part 1 of Title I of ERISA in accordance with U.S. Department of Labor Regulation 2520.104-23. (f) Nonassignability. Your rights and the rights of your Beneficiary to payments pursuant to this Schedule hereof are not subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance attachment, or garnishment by your creditors or those of your Beneficiary. EX-10.18 5 g67612ex10-18.txt FORM OF STOCK AWARD AGREEMENT 1 EXHIBIT 10.18 YOUR NAME: TOTAL NO. OF SHARES: PRG STOCK AWARD AGREEMENT - RATABLE VESTING THE PROFIT RECOVERY GROUP INTERNATIONAL, INC. "PRG") is pleased to grant to the person signing below (referred to as "you" or "Grantee") the restricted stock award described below pursuant to this Agreement and the PRG Stock Incentive Plan (the "Plan"). GRANT DATE: AUGUST 14, 2000 MARKET PRICE ON GRANT DATE: $9.625 TOTAL NUMBER OF SHARES OF STOCK AWARD: START DATE FOR VESTING SCHEDULE: AUGUST 14, 2000 VESTING SCHEDULE: Subject to the Plan and this Agreement, the Stock Award shall vest in accordance with the following schedule: A. Normal Vesting. Unless the vesting of the Stock Award has been accelerated pursuant to Section B below and subject to the provisions of the Additional Terms and Conditions (attached) relating to termination of employment, all of the shares of your Stock Award will vest in accordance with the following chart:
CUMULATIVE AMOUNT OF ON OR AFTER SHARES VESTED ----------- -------------------- August 14, 2001 20% August 14, 2002 40% August 14, 2003 60% August 14, 2004 80% August 14, 2005 100%
B. Accelerated Vesting. (i) The provisions of this Section B(i) for accelerated vesting of your Stock Award shall apply only if PRG's earnings per share for the fiscal year ended December 31, 2000 are $0.84 or more, as calculated and adjusted as provided in Section B(ii) hereof ("2000 EPS Goal"). (a) if, subject to Section B(ii) hereof, (1) PRG meets the 2000 EPS Goal, (2) PRG's fully diluted earnings per share for the fiscal year ended December 31, 2001 exceed PRG's actual fully diluted earnings per share for the fiscal year ended December 31, 2000 by at least 25% and (3) PRG's total revenues for the fiscal year ended December 31, 2001 exceed PRG's total revenues for the fiscal year ended December 31, 2000 by at least 20%, the portion of your Stock Award that vests on August 14, 2005 will vest instead on August 14, 2004; and (b) if, subject to Section B(ii) hereof, (1) PRG meets the 2000 EPS Goal, (2) the criteria set forth in subparagraph B(i)(a) above have been satisfied, (3) PRG's fully diluted earnings per share for the fiscal year ended December 31, 2002 exceed PRG's fully diluted earnings per share for the fiscal year ended December 31, 2001 by at least 25%, and (4) PRG's total revenues for the fiscal year ended December 31, 2002 exceed PRG's total revenues for the fiscal year ended December 31, 2001 by at least 20%, the portions of your Stock Award that vest on August 14, 2004 and August 14, 2005 will vest instead on August 14, 2003. (ii) All calculations of revenues and fully diluted earnings per share shall be based on the financial results of PRG after taking into account any charges for this and similar stock awards, but before taking into account the effect of any stock repurchases made by PRG since August 1, 2000. PRG will normalize the effect of any acquisitions completed by PRG after August 1, 2000 by including the revenues and earnings of such acquired company from January 1 of the year in which the acquisition occurred through the closing date of the acquisition in the revenues and earnings of PRG for the year in which the acquisition occurred and will include the revenues and earnings of the acquired company during the calendar year preceding the acquisition in the revenues and 2 earnings of PRG for the fiscal year preceding the acquisition in making the calculations herein. All calculations and adjustments to PRG's reported earnings per share and revenues for the determination of the numbers provided for herein shall be made by PRG in its sole discretion and shall be binding on you. (iii) Change of Control of PRG. Notwithstanding Section B(i) hereof, but subject to the provisions of the Additional Terms and Conditions relating to termination of employment, in the event that either (i) any person or group of affiliated persons who, immediately prior to any transaction(s) hereinafter described, did not own 5% or more of the issued and outstanding shares of Stock, acquire beneficial ownership (as defined in Rule 13d-3 promulgated under the Securities Exchange Act of 1934, as amended), in a transaction or series of related transactions, shares of Stock which represent more than 50% of all issued and outstanding shares of Stock (other than (A) in a transaction in which PRG has issued the shares of Stock to such person or group of affiliated persons or (B) acquisitions which are not effected with the purpose of accomplishing a change in control of PRG, as evidenced in the Schedule 13D or Schedule 13G filed by such person or group of affiliated persons), or (ii) PRG sells all or substantially all of its assets to an unrelated third party in a transaction or series of related transactions, then all of the then unvested shares of your Stock Award shall immediately vest. ATTACHED ARE THE FOLLOWING DOCUMENTS (INCORPORATED IN THIS AGREEMENT BY REFERENCE) THAT CONTAIN IMPORTANT INFORMATION ABOUT YOUR STOCK AWARD. PLEASE REVIEW THEM CAREFULLY AND CONTACT PRG HUMAN RESOURCES IF YOU HAVE ANY QUESTIONS: Additional Terms and Conditions describes what happens if you are no longer employed by PRG before your Stock Award vests and where to send notices. The Plan contains the detailed terms that govern your Stock Award. If anything in this Agreement or the other attachments is inconsistent with the Plan, the terms of the Plan, as amended from time to time, will control. Plan Prospectus Document covering the Stock Award containing important information, including federal income tax consequences. 1999 Annual Report of PRG (attached, unless you have previously received the 1999 Annual Report) PLEASE SIGN BELOW TO SHOW THAT YOU ACCEPT THIS STOCK AWARD, KEEP A COPY AND RETURN BOTH ORIGINALS TO PRG HUMAN RESOURCES. GRANTEE: THE PROFIT RECOVERY GROUP INTERNATIONAL, INC. By: - --------------------------------------- -------------------------- Print Your Name: Name: ----------------------- ------------------------ Your Residence Address: Its: ------------------------ - --------------------------------------- - --------------------------------------- - --------------------------------------- -2- 3 ADDITIONAL TERMS AND CONDITIONS OF YOUR STOCK AWARD EFFECT OF TERMINATION OF EMPLOYMENT. You must be employed by PRG, its Subsidiaries or Affiliates on the applicable vesting date to be entitled to the vesting of your Stock Award on such date. If your employment by PRG, its Subsidiaries or Affiliates terminates for any reason, including without limitation, by reason of death, Disability or Retirement, then the portion of your Stock Award which has not vested as of the date of termination of employment shall automatically be forfeited and cancelled as of the date of such termination of employment. - - "Disability" means the inability, as a result of a physical or mental condition, to perform all material acts necessary to carry out your duties of employment for an aggregate of ninety (90) days within any one hundred eighty (180) consecutive day period. - - "Retirement" means retirement from employment with PRG, its Subsidiaries or Affiliates at age sixty-five (65) or older with the consent of PRG. ESCROW OF AWARD SHARE CERTIFICATES. Certificates for the Stock Award shall be issued in your name and shall be held in escrow by PRG until the Stock Award is vested or forfeited as provided herein. Upon vesting of your Stock Award, a certificate or certificates representing the shares of your Stock Award as to which you are vested shall be promptly delivered to you free of the restrictions described in the next following section. RIGHTS WITH RESPECT TO STOCK AWARD PRIOR TO LAPSE OF RESTRICTIONS. Until vested pursuant hereto, you may not transfer your Stock Award. You are entitled, however, to all other rights as a stockholder with respect to the Stock Award, including the right to vote such shares and to receive dividends and other distributions payable with respect to such shares after the Grant Date. WITHHOLDING. Whenever PRG proposes, or is required, to distribute shares of the Stock Award to you or pay you dividends with respect to the unvested portion of your Stock Award under the Plan, PRG may require you to satisfy any local, state, Federal and foreign income tax, employment tax and insurance withholding requirements prior to the delivery of any certificate for the Stock Award or, in its discretion, PRG may withhold from the Stock Award to be delivered to you that number of shares of the Stock Award sufficient to satisfy all or a portion of such tax withholding requirements, based on the fair market value of the Stock Award as determined under the Plan. NOTICES. All notices pursuant to this Agreement shall be in writing and shall be (i) delivered by hand, (ii) mailed by United States certified mail, return receipt requested, postage prepaid, or (iii) sent by an internationally recognized courier which maintains evidence of delivery and receipt. All notices or other communications shall be directed to the following addresses (or to such other addresses as such parties may designate by notice to the other parties): To PRG: The Profit Recovery Group International, Inc. 2300 Windy Ridge Parkway, Suite 100 North Atlanta, GA 30339-8426 Attention: Senior Vice President, Human Resources To You: The address set forth on page 1 MISCELLANEOUS. Failure by you or PRG at any time or times to require performance by the other of any provisions in this Agreement will not affect the right to enforce those provisions. Any waiver by you or PRG of any condition or the breach of any term or provision in this Agreement, whether by conduct or otherwise, in any one or more instances, shall apply only to that instance and will not be deemed to waive conditions or breaches in the future. If any court of competent jurisdiction holds that any term or provision of this Agreement is invalid or unenforceable, the remaining terms and provisions will continue in full force and effect, and this Agreement shall be deemed to be amended automatically to exclude the offending provision. This Agreement may be executed in multiple copies and each executed copy shall be an original of this AGREEMENT. This Agreement shall be subject to and governed by the laws of the State of Georgia. No change or modification of this Agreement shall be valid unless it is in writing and signed by the party against which enforcement is sought. This Agreement shall be binding upon, and inure to the benefit of, the permitted successors, assigns, heirs, executors and legal representatives of the parties hereto. The headings of each Section of this Agreement are for convenience only. This Agreement contains the entire Agreement of the parties hereto and no representation, inducement, promise, or agreement or otherwise between the parties not embodied herein shall be of any force or effect, and no party will be liable or bound in any manner for any warranty, representation, or covenant except as specifically set forth herein. -3- EX-10.19 6 g67612ex10-19.txt FORM OF STOCK AWARD AGREEMENT 1 EXHIBIT 10.19 YOUR NAME: TOTAL NO. OF SHARES: PRG STOCK AWARD AGREEMENT - CLIFF VESTING THE PROFIT RECOVERY GROUP INTERNATIONAL, INC. ("PRG") is pleased to grant to the person signing below (referred to as "you" or "Grantee") the restricted stock award described below pursuant to this Agreement and the PRG Stock Incentive Plan (the "Plan"). GRANT DATE: AUGUST 14, 2000 MARKET PRICE ON GRANT DATE: $9.625 TOTAL NUMBER OF SHARES OF STOCK AWARD: START DATE FOR VESTING SCHEDULE: AUGUST 14, 2000 VESTING SCHEDULE: Subject to the Plan and this Agreement, the Stock Award shall vest in accordance with the following schedule: A. Normal Vesting. Unless the vesting of the Stock Award has been accelerated pursuant to Section B below and subject to the provisions of the Additional Terms and Conditions (attached) relating to termination of employment, all of the shares of your Stock Award shall vest on August 14, 2005. B. Accelerated Vesting. (i) The provisions of this Section B(i) for accelerated vesting of your Stock Award shall apply only if PRG's earnings per share for the fiscal year ended December 31, 2000 are $0.84 or more, as calculated and adjusted as provided in Section B(ii) hereof ("2000 EPS Goal"). (a) if, subject to Section B(ii) hereof, (1) PRG meets the 2000 EPS Goal, (2) PRG's fully diluted earnings per share for the fiscal year ended December 31, 2001 exceed PRG's actual fully diluted earnings per share for the fiscal year ended December 31, 2000 by at least 25% and (3) PRG's total revenues for the fiscal year ended December 31, 2001 exceed PRG's total revenues for the fiscal year ended December 31, 2000 by at least 20%, the portion of your Stock Award that vests on August 14, 2005 will vest instead on August 14, 2004; and (b) if, subject to Section B(ii) hereof, (1) PRG meets the 2000 EPS Goal, (2) the criteria set forth in subparagraph B(i)(a) above have been satisfied, (3) PRG's fully diluted earnings per share for the fiscal year ended December 31, 2002 exceed PRG's fully diluted earnings per share for the fiscal year ended December 31, 2001 by at least 25%, and (4) PRG's total revenues for the fiscal year ended December 31, 2002 exceed PRG's total revenues for the fiscal year ended December 31, 2001 by at least 20%, the portions of your Stock Award that vest on August 14, 2004 and August 14, 2005 will vest instead on August 14, 2003. (ii) All calculations of revenues and fully diluted earnings per share shall be based on the financial results of PRG after taking into account any charges for this and similar stock awards, but before taking into account the effect of any stock repurchases made by PRG since August 1, 2000. PRG will normalize the effect of any acquisitions completed by PRG after August 1, 2000 by including the revenues and earnings of such acquired company from January 1 of the year in which the acquisition occurred through the closing date of the acquisition in the revenues and earnings of PRG for the year in which the acquisition occurred and will include the revenues and earnings of the acquired company during the calendar year preceding the acquisition in the revenues and earnings of PRG for the fiscal year preceding the acquisition in making the calculations herein. All calculations and adjustments to PRG's reported earnings per share and revenues for the determination of the numbers provided for herein shall be made by PRG in its sole discretion and shall be binding on you. (iii) Change of Control of PRG. Notwithstanding Section B(i) hereof, but subject to the provisions of the Additional Terms and Conditions relating to termination of employment, in the event that either (i) any person or group of affiliated persons who, immediately prior to any transaction(s) hereinafter described, did not own 5% or more of the issued and outstanding shares of Stock, acquire beneficial ownership (as defined in Rule 13d-3 promulgated under the Securities Exchange Act of 1934, as amended), in a transaction or series of related transactions, shares of Stock which represent more than 50% of all issued and outstanding shares of Stock (other than (A) in a transaction in which PRG has issued the shares of Stock to such person or group of affiliated persons or (B) 2 acquisitions which are not effected with the purpose of accomplishing a change in control of PRG, as evidenced in the Schedule 13D or Schedule 13G filed by such person or group of affiliated persons), or (ii) PRG sells all or substantially all of its assets to an unrelated third party in a transaction or series of related transactions, then all of the then unvested shares of your Stock Award shall immediately vest. ATTACHED ARE THE FOLLOWING DOCUMENTS (INCORPORATED IN THIS AGREEMENT BY REFERENCE) THAT CONTAIN IMPORTANT INFORMATION ABOUT YOUR STOCK AWARD. PLEASE REVIEW THEM CAREFULLY AND CONTACT PRG HUMAN RESOURCES IF YOU HAVE ANY QUESTIONS: Additional Terms and Conditions describes what happens if you are no longer employed by PRG before your Stock Award vests, where to send notices and other matters. The Plan contains the detailed terms that govern your Stock Award. If anything in this Agreement or the other attachments is inconsistent with the Plan, the terms of the Plan, as amended from time to time, will control. Plan Prospectus Document covering the Stock Award containing important information, including federal income tax consequences. 1999 Annual Report of PRG (attached, unless you have previously received the 1999 Annual Report). PLEASE SIGN BELOW TO SHOW THAT YOU ACCEPT THIS STOCK AWARD, KEEP A COPY AND RETURN BOTH ORIGINALS TO PRG HUMAN RESOURCES. GRANTEE: THE PROFIT RECOVERY GROUP INTERNATIONAL, INC. By: - ----------------------------------- -------------------------------- Print Your Name: Name: ------------------- ------------------------------ Your Residence Address: Its: ------------------------------- - ----------------------------------- - ----------------------------------- -2- 3 ADDITIONAL TERMS AND CONDITIONS OF YOUR STOCK AWARD EFFECT OF TERMINATION OF EMPLOYMENT. You must be employed by PRG, its Subsidiaries or Affiliates on the applicable vesting date to be entitled to the vesting of your Stock Award on such date. If your employment by PRG, its Subsidiaries or Affiliates terminates for any reason, including without limitation, by reason of death, Disability or Retirement, then the portion of your Stock Award which has not vested as of the date of termination of employment shall automatically be forfeited and cancelled as of the date of such termination of employment. - - "Disability" means the inability, as a result of a physical or mental condition, to perform all material acts necessary to carry out your duties of employment for an aggregate of ninety (90) days within any one hundred eighty (180) consecutive day period. - - "Retirement" means retirement from employment with PRG, its Subsidiaries or Affiliates at age sixty-five (65) or older with the consent of PRG. ESCROW OF STOCK AWARD SHARE CERTIFICATES. Certificates for the Stock Award shall be issued in your name and shall be held in escrow by PRG until the Stock Award is vested or forfeited as provided herein. Upon vesting of your Stock Award, a certificate or certificates representing the shares of the Stock Award as to which you are vested shall be promptly delivered to you free of the restrictions described in the next following section. RIGHTS WITH RESPECT TO STOCK AWARD PRIOR TO LAPSE OF RESTRICTIONS. Until vested pursuant hereto, you may not transfer your Stock Award. You are entitled, however, to all other rights as a stockholder with respect to the Stock Award, including the right to vote such shares and to receive dividends and other distributions payable with respect to such shares after the Grant Date. WITHHOLDING. Whenever PRG proposes, or is required, to distribute shares of the Stock Award to you or pay you dividends with respect to the unvested portion of your Stock Award under the Plan, PRG may require you to satisfy any local, state, Federal and foreign income tax, employment tax and insurance withholding requirements prior to the delivery of any certificate for the Stock Award or, in its discretion, PRG may withhold from the Stock Award to be delivered to you that number of shares of the Stock Award sufficient to satisfy all or a portion of such tax withholding requirements, based on the fair market value of the Stock Award as determined under the Plan. NOTICES. All notices pursuant to this Agreement shall be in writing and shall be (i) delivered by hand, (ii) mailed by United States certified mail, return receipt requested, postage prepaid, or (iii) sent by an internationally recognized courier which maintains evidence of delivery and receipt. All notices or other communications shall be directed to the following addresses (or to such other addresses as such parties may designate by notice to the other parties): To PRG: The Profit Recovery Group International, Inc. 2300 Windy Ridge Parkway, Suite 100 North Atlanta, GA 30339-8426 Attention: Senior Vice President, Human Resources To you: The address set forth on page 1 MISCELLANEOUS. Failure by you or PRG at any time or times to require performance by the other of any provisions in this Agreement will not affect the right to enforce those provisions. Any waiver by you or PRG of any condition or the breach of any term or provision in this Agreement, whether by conduct or otherwise, in any one or more instances, shall apply only to that instance and will not be deemed to waive conditions or breaches in the future. If any court of competent jurisdiction holds that any term or provision of this Agreement is invalid or unenforceable, the remaining terms and provisions will continue in full force and effect, and this Agreement shall be deemed to be amended automatically to exclude the offending provision. This Agreement may be executed in multiple copies and each executed copy shall be an original of this Agreement. This Agreement shall be subject to and governed by the laws of the State of Georgia. No change or modification of this Agreement shall be valid unless it is in writing and signed by the party against which enforcement is sought. This Agreement shall be binding upon, and inure to the benefit of, the permitted successors, assigns, heirs, executors and legal representatives of the parties hereto. The headings of each Section of this Agreement are for convenience only. This Agreement contains the entire Agreement of the parties hereto and no representation, inducement, promise, or agreement or otherwise between the parties not embodied herein shall be of any force or effect, and no party will be liable or bound in any manner for any warranty, representation, or covenant except as specifically set forth herein. -3- EX-10.20 7 g67612ex10-20.txt NINTH AMENDMENT TO CREDIT AGREEMENT 1 EXHIBIT 10.20 NINTH AMENDMENT TO CREDIT AGREEMENT THIS NINTH AMENDMENT TO CREDIT AGREEMENT (this "Amendment"), dated as of March 15, 2001, is by and among THE PROFIT RECOVERY GROUP INTERNATIONAL, INC., a Georgia corporation (the "Borrower"), certain Subsidiaries of the Borrower (each a "Subsidiary Guarantor", and collectively, the "Subsidiary Guarantors"), the Lenders party hereto and BANK OF AMERICA, N.A., formerly NationsBank, N.A., as Agent for the Lenders (the "Agent"). All capitalized terms used herein and not otherwise defined herein shall have the meanings given to such terms in the Credit Agreement (as defined below). WITNESSETH: WHEREAS, the Borrower, the Subsidiary Guarantors, the Lenders and the Agent entered into that certain Credit Agreement dated as of July 29, 1998 (as amended or modified from time to time, the "Credit Agreement"); WHEREAS, the parties hereto have agreed to amend the Credit Agreement as set forth herein; WHEREAS, the Borrower has requested and the Lenders have agreed to consent to certain transactions otherwise prohibited by the Credit Agreement and continue to make available to the Borrower the Loans as provided under the Credit Agreement subject to the terms and conditions specified in the Amendment; NOW, THEREFORE, in consideration of the agreements contained herein and other good and valuable consideration, the parties hereby agree as follows: 1. New Definitions. The following definitions are hereby added to Section 1.1 of the Credit Agreement in the appropriate alphabetical order and shall read as follows: "Communications Division" means that certain division of PRG USA which provides telecommunications auditing, custom application development, and advisory services including telecom bill auditing and optimization, call accounting and reporting, contract negotiation and projects requiring secure internet-based transaction processing. "Discontinued Operations" means a collective reference to (i) the Communications Division, (ii) the Logistics Division, (iii) the Meridian Business and (iv) the Ship & Debit Division, and "Discontinued Operation" means any one of them. 2 "Groupe Alma Business" means (i) the Capital Stock of PRG France S.A. and its Subsidiaries or (ii) all or substantially all of the assets of PRG France S.A. and its Subsidiaries. "Logistics Division" means that certain division of PRG USA which provides audits of freight related disbursements to identify and recover overpayments including specialization in ocean freight, truck freight, rail freight and overnight freight. "Meridian Business" means (i) the Capital Stock of Meridian and its Subsidiaries or (ii) all or substantially all of the assets of Meridian and its Subsidiaries. "PRG USA" means The Profit Recovery Group USA, Inc., a Georgia corporation. "Ship & Debit Division" means the discrete unit within PRG USA responsible for providing revenue recovery services to electronic manufacturers and similar businesses. 2. Amended Definitions. (a) The definitions of "Acquisition Period", "Adjusted Leverage Ratio", "Attributed Principal Amount", "Receivables", and "Securitization Transaction" set forth in Section 1.1 of the Credit Agreement are each hereby deleted in their entirety from the Credit Agreement. (b) The definition of "Applicable Percentage" set forth in Section 1.1 of the Credit Agreement is hereby amended and restated in its entirety to read as follows: "Applicable Percentage" means, for purposes of calculating the applicable interest rate for any day for any Revolving Loan, the applicable rate of the Unused Fee for any day for purposes of Section 3.5(b) and the applicable rate of the Letter of Credit Fee for any day, the appropriate applicable percentage corresponding to the Leverage Ratio in effect as of the most recent Calculation Date:
================================================================================================================== APPLICABLE APPLICABLE APPLICABLE PERCENTAGE PERCENTAGE PERCENTAGE FOR FOR FOR APPLICABLE PRICING LEVERAGE EURODOLLAR BASE RATE LETTER OF PERCENTAGE FOR LEVEL RATIO LOANS LOANS CREDIT FEES UNUSED FEES ------------------------------------------------------------------------------------------------------------------ I < 1.0 to 1.0 1.00% 0.0% 1.00% 0.25% ------------------------------------------------------------------------------------------------------------------ II < 1.5 to 1.0 but >= 1.25% 0.0% 1.25% 0.25% 1.0 to 1.0 ------------------------------------------------------------------------------------------------------------------ III < 2.0 to 1.0 but >= 1.50% 0.0% 1.50% 0.30% 1.5 to 1.0 ------------------------------------------------------------------------------------------------------------------ IV < 2.5 to 1.0 but >= 1.75% 0.25% 1.75% 0.375% 2.0 to 1.0 ------------------------------------------------------------------------------------------------------------------ V >= 2.5 to 1.0 2.25% 0.75% 2.25% 0.50% ==================================================================================================================
2 3 The Applicable Percentages shall be determined and adjusted quarterly on the date (each a "Calculation Date") five Business Days after the date by which the Borrower is required to provide the officer's certificate in accordance with the provisions of Section 7.1(c) for the most recently ended fiscal quarter of the Consolidated Parties; provided, however, if the Borrower fails to provide the officer's certificate to the Agency Services Address as required by Section 7.1(c) for the last day of the most recently ended fiscal quarter of the Consolidated Parties preceding the applicable Calculation Date, the Applicable Percentage from such Calculation Date shall be based on Pricing Level V until such time as an appropriate officer's certificate is provided, whereupon the Applicable Percentage shall be determined by the Leverage Ratio as of the last day of the most recently ended fiscal quarter of the Consolidated Parties preceding such Calculation Date. Each Applicable Percentage shall be effective from one Calculation Date until the next Calculation Date. Any adjustment in the Applicable Percentages shall be applicable to all existing Loans as well as any new Loans made or issued. (c) The definition of "Consolidated EBIT" set forth in Section 1.1 of the Credit Agreement is hereby amended and restated in its entirety to read as follows: "Consolidated EBIT" means, for any period, the sum of (i) Consolidated Net Income for such period, plus (ii) an amount which, in the determination of Consolidated Net Income for such period, has been deducted for (A) Consolidated Interest Expense and (B) total federal, state, local and foreign income, value added and similar taxes, all as determined in accordance with GAAP plus (iii) for the fiscal quarter ending December 31, 2000, the non-recurring non-cash expenses identified on Schedule 1.1(c) attached hereto to the extent charged to expense during such quarter plus (iv) all compensation costs charged to expense in such period in order to retain employees of any Discontinued Operation or the Groupe Alma Business so long as actual cash payments of such costs are not made prior to the sale of such Discontinued Operation or the Groupe Alma Business, as applicable. (d) The definition of "Consolidated EBITDA" set forth in Section 1.1 of the Credit Agreement is hereby amended and restated in its entirety to read as follows: "Consolidated EBITDA" means, for any period, the sum of (i) Consolidated Net Income for such period, plus (ii) an amount which, in the determination of Consolidated Net Income for such period, has been deducted for (A) Consolidated Interest Expense, (B) total federal, state, local and foreign 3 4 income, value added and similar taxes and (C) depreciation and amortization expense, all as determined in accordance with GAAP plus (iii) for the fiscal quarter ending December 31, 2000, the non-recurring non-cash expenses identified on Schedule 1.1(c) attached hereto to the extent charged to expense during such quarter plus (iv) all compensation costs charged to expense in such period in order to retain employees of any Discontinued Operation or the Groupe Alma Business so long as actual cash payments of such costs are not made prior to the sale of such Discontinued Operation or the Groupe Alma Business, as applicable. (e) The definition of "Consolidated Interest Expense" set forth in Section 1.1 of the Credit Agreement is hereby amended and restated in its entirety to read as follows: "Consolidated Interest Expense" means, for any period, interest expense (including the amortization of debt discount and premium, the interest component under Capital Leases and the implied interest component under Synthetic Leases) of the Consolidated Parties on a consolidated basis for such period, as determined in accordance with GAAP. (f) The definition of "Consolidated Net Income" set forth in Section 1.1 of the Credit Agreement is hereby amended and restated in its entirety to read as follows: "Consolidated Net Income" means, for any period, net income (excluding any extraordinary items) after taxes for such period of the Consolidated Parties on a consolidated basis, as determined in accordance with GAAP; provided that, for purposes of determining compliance with the Fixed Charge Coverage Ratio covenant in Section 7.11(i) and the Leverage Ratio covenant in Section 7.11(ii), there shall be excluded from Consolidated Net Income (a) any net book loss realized in such period from the sale of any Discontinued Operation or the Groupe Alma Business in accordance with Section 8.5(iv) and (b) any "mark to market" net book loss in such period required in accordance with GAAP to be recorded prior to the sale of any Discontinued Operation or the Groupe Alma Business (if the Groupe Alma Business is declared a discontinued operation by the board of directors of the Borrower). (g) The definition of "Fixed Charge Coverage Ratio" set forth in Section 1.1 of the Credit Agreement is hereby amended and restated in its entirety to read as follows: "Fixed Charge Coverage Ratio" means, as of the end of each fiscal quarter of the Consolidated Parties for the twelve month period ending on such date, the ratio of (a) the sum of (i) Consolidated EBIT for the applicable period plus (ii) Consolidated Rental Expense for the applicable period plus (iii) any amortization of intangible assets for the applicable period to (b) the sum of (i) Consolidated Interest Expense for the applicable period plus (ii) Consolidated Rental Expense for the applicable period. 4 5 (h) The following sentence is hereby added at the end of the definition of "Funded Indebtedness" set forth in Section 1.1 of the Credit Agreement: Notwithstanding the foregoing, the liabilities of Meridian International, Meridian N. America and Meridian Japan referenced in Section 8.1(i) shall not be considered Funded Indebtedness for purposes hereof. (i) Subclause (m) of the definition of "Indebtedness" set forth in Section 1.1 of the Credit Agreement is hereby amended and restated in its entirety to read as follows: (m) the aggregate amount of uncollected accounts receivable of such Person subject at such time to a sale of receivables (or similar transaction) to the extent such transaction is effected with recourse to such Person (whether or not such transaction would be reflected on the balance sheet of such Person in accordance with GAAP). (j) The definition of "Pro Forma Compliance Certificate" set forth in Section 1.1 of the Credit Agreement is hereby amended and restated in its entirety to read as follows: "Pro Forma Compliance Certificate" means a certificate of an Executive Officer of the Borrower delivered to the Agent in connection with (i) the sale of any Discontinued Operation or the Groupe Alma Business or (ii) a Permitted Acquisition and containing reasonably detailed calculations, upon giving effect to the applicable transaction on a pro forma basis, of the financial covenants set forth in Section 7.11. (k) The definition of "Net Cash Proceeds" set forth in Section 1.1 of the Credit Agreement is hereby amended and restated in its entirety to read as follows: "Net Cash Proceeds" means the aggregate cash proceeds received by the Consolidated Parties in respect of any Asset Disposition, Equity Issuance or sale of any Discontinued Operation or the Groupe Alma Business, net of (a) direct costs (including, without limitation, legal, accounting and investment banking fees, sales commissions and compensation related expenses) and (b) taxes paid or payable as a result thereof; it being understood that "Net Cash Proceeds" shall include, without limitation, any cash received upon the sale or other disposition of any non-cash consideration received by the Consolidated Parties in any Asset Disposition, Equity Issuance or sale of any Discontinued Operation or the Groupe Alma Business. (l) Subclauses (vi) and (vii) of the definition of "Permitted Acquisition" are each hereby amended and restated in their entirety to read as follows: (vi) unless otherwise approved in writing by the Required Lenders, the cost of such Acquisition (including cash and non-cash consideration and any 5 6 assumption of liabilities) shall not exceed $15,000,000 and (vii) unless otherwise approved in writing by the Required Lenders, after giving effect to such Acquisition, the aggregate consideration (including cash and non-cash consideration and any assumption of liabilities) for all such Acquisitions in any fiscal year of the Borrower shall not exceed $30,000,000. (m) Subclause (xii) of the definition of "Permitted Liens" set forth in Section 1.1 of the Credit Agreement is hereby deleted in its entirety from the definition of "Permitted Liens" set forth in Section 1.1 of the Credit Agreement. 3. Accounting. (a) The following two sentences are hereby added at the end of the first paragraph of Section 1.3 of the Credit Agreement and shall read as follows: All financial statements delivered to the Lenders hereunder shall be accompanied by a demonstration (in form and substance satisfactory to the Agent) of the accounting adjustments necessary to eliminate the impact of Staff Accounting Bulletin #101 ("SAB #101") of the United States Securities and Exchange Commission. All calculations made for the purposes of determining compliance with this Credit Agreement shall be performed without giving effect to SAB #101. (b) The following sentence is hereby added at the end of the second paragraph of Section 1.3 of the Credit Agreement and shall read as follows: Furthermore, the parties hereto agree that, for purposes of all calculations made under the financial covenants set forth in Section 7.11 after any Asset Disposition (including without limitation a sale of any Discontinued Operation or the Groupe Alma Business) or to determine pro forma compliance with respect to any such Asset Disposition, such calculations shall be conducted in a manner similar to any calculation related to a Permitted Acquisition in similar circumstances except that the applicable income statement items and Indebtedness attributable to the Person or Property related to the applicable Asset Disposition shall be excluded (rather than included) from such calculation. 4. Mandatory Prepayment. Section 3.3(b)(ii) of the Credit Agreement is hereby amended and restated in its entirety to read as follows: (ii) Asset Disposition. Upon the sale of any Discontinued Operation or the Groupe Alma Business, the Borrower shall immediately prepay the Loans in an aggregate amount equal to one hundred percent (100%) of the Net Cash Proceeds received from any such sale. 5. Application of Mandatory Prepayments. A new Section 3.3(b)(iii) is hereby added to the Credit Agreement and shall read as follows: 6 7 (iii) Application of Mandatory Prepayments. All amounts required to be paid pursuant to Section 3.3(b) shall be applied first to the Revolving Loans and (after all Revolving Loans have been repaid) to a cash collateral account to secure LOC Obligations. Within the parameters of the applications set forth above, prepayments shall be applied first to Base Rate Loans and then to Eurocurrency Loans in direct order of Interest Period maturities. All prepayments under this Section 3.3(b) shall be subject to Section 3.12. 6. Revolving Committed Amount. A new Section 3.4(c) is hereby added to the Credit Agreement and shall read as follows: (c) Mandatory Reduction. Following the sale of a Discontinued Operation or the sale of the Groupe Alma Business pursuant to the terms of Section 8.5(iv), if the Credit Parties fail (within 180 days of such sale) to make a Permitted Acquisition with the Net Cash Proceeds received from such sale, the Revolving Committed Amount automatically shall be permanently reduced by an amount equal to fifty percent (50%) of the amount of the Net Cash Proceeds received from such sale not reinvested in a Permitted Acquisition within 180 days of such sale. 7. Subsidiaries. The following sentence is hereby added at the end of Section 6.13 of the Credit Agreement and shall read as follows: Schedule 6.13 may be updated from time to time by the Borrower by giving written notice thereof to the Agent. 8. Governmental Regulations. Section 6.14(a) of the Credit Agreement is hereby amended and restated in its entirety to read as follows: (a) No part of the Letters of Credit or proceeds of the Loans will be used, directly or indirectly, in any manner that would constitute a violation of Regulation T, Regulation U or Regulation X. "Margin stock" within the meaning of Regulation U does not constitute more than 25% of the value of the consolidated assets of the Consolidated Parties. None of the transactions contemplated by this Credit Agreement (including, without limitation, the direct or indirect use of the proceeds of the Loans) will violate or result in a violation of the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, or regulations issued pursuant thereto, or Regulation T, U or X. If requested by any Lender or Administrative Agent, the Borrower will furnish to the Agent and each Lender a statement to the effect of the foregoing sentences in conformity with the requirements of FR Form U-1 referred to in Regulation U. 9. Leverage Ratio. Section 7.11(ii) of the Credit Agreement is hereby amended and restated in its entirety to read as follows: 7 8 (ii) Leverage Ratio. The Leverage Ratio, as of the last day of each fiscal quarter of the Consolidated Parties, shall be less than or equal to: (a) From December 31, 2000 to and including December 30, 2001, 3.0 to 1.0; and (b) From December 31, 2001 and thereafter, 2.75 to 1.0. 10. Indebtedness. Section 8.1(i) of the Credit Agreement is hereby amended and restated in its entirety to read as follows: (i) liabilities appearing on the balance sheet of Meridian International, Meridian N. America and Meridian Japan due to GAAP accounting treatment of the accounts receivable subject to the Factoring Agreement. 11. Liens. Section 8.2 of the Credit Agreement is hereby amended and restated in its entirety to read as follows: 8.2 Liens. The Credit Parties will not permit any Consolidated Party to contract, create, incur, assume or permit to exist any Lien with respect to any of its Property (other than any "margin stock" within the meaning of Regulation U), whether now owned or after acquired, except for Permitted Liens. 12. Asset Dispositions. Section 8.5 of the Credit Agreement is hereby amended and restated in its entirety to read as follows: 8.5 Asset Dispositions. The Credit Parties will not permit any Consolidated Party to make any Asset Disposition (including, without limitation, any Sale and Leaseback Transaction) other than: (i) the sale of inventory in the ordinary course of business for fair consideration; (ii) the sale or disposition of machinery and equipment no longer used or useful in the conduct of such Person's business; (iii) the sale of accounts receivable to the Factor pursuant to the Factoring Agreement; (iv) the sale by the Credit Parties of any Discontinued Operation and the Groupe Alma Business, provided that (a) no later than five (5) Business Days prior to any such sale, the Borrower shall have 8 9 delivered to the Agent a certificate of the chief financial officer of the Borrower setting forth the estimated aggregate consideration and estimated Net Cash Proceeds to be received for such Discontinued Operation or the Groupe Alma Business, as applicable, (b) no later than five (5) Business Days prior to any such sale, the Borrower shall have delivered to the Agent, a Pro Forma Compliance Certificate demonstrating that, upon giving effect to such sale on a pro forma basis, the Credit Parties shall be in compliance with all of the covenants set forth in Section 7.11 and (c) the Credit Parties shall immediately prepay the Loans as required by Section 3.3(b)(ii) with the Net Cash Proceeds received from the sale of such Discontinued Operation or the Groupe Alma Business, as applicable; (v) the sale, transfer or other disposition of "margin stock" within the meaning of Regulation U; and (vi) other sales of assets (other than any Discontinued Operation and the Groupe Alma Business) during any fiscal year having an aggregate fair market value of less than an amount equal to 10% of Total Assets of the Consolidated Parties. Upon a sale of assets permitted by this Section 8.5, the Agent shall deliver to the Borrower, upon the Borrower's request and at the Borrower's expense, such documentation as is reasonably necessary to evidence the release of the Agent's security interest in such assets. 13. Schedule 6.13. Schedule 6.13 of the Credit Agreement is hereby amended and restated in its entirety to read as provided on Schedule 6.13 attached hereto. 14. Conditions Precedent. (a) This Amendment shall become effective upon the receipt by the Agent of counterparts of this Amendment, duly executed by the Borrower, the Subsidiary Guarantors, the Agent and the Required Lenders. (b) The Agent shall have received a legal opinion from counsel to the Credit Parties in form and substance satisfactory to the Agent. (c) The Borrower shall pay to the Agent, for the account of each Lender who (i) provides positive oral consent to the Amendment on or before March 9, 2001 and (ii) executes this Amendment on or before March 15, 2001, an amendment fee equal to 0.125% of such Lender's Revolving Commitment. 15. Miscellaneous. 9 10 (a) The term "Credit Agreement" as used in each of the Credit Documents shall hereafter mean the Credit Agreement as amended by this Amendment. Except as herein specifically agreed, the Credit Agreement, and the obligations of the Credit Parties thereunder and under the other Credit Documents, are hereby ratified and confirmed and shall remain in full force and effect according to their terms. (b) The Credit Parties acknowledge and confirm (i) that the Agent, on behalf of the Lenders, has a valid and enforceable first priority security interest in the Collateral, (ii) that the Borrower's obligation to repay the outstanding principal amount of the Loans and reimburse the Issuing Lender for any drawing on a Letter of Credit is unconditional and not subject to any offsets, defenses or counterclaims, (iii) that the Agent and the Lenders have performed fully all of their respective obligations under the Credit Agreement and the other Credit Documents, and (iv) by entering into this Amendment, the Lenders do not waive or release any term or condition of the Credit Agreement or any of the other Credit Documents or any of their rights or remedies under such Credit Documents or applicable law or any of the obligations of any Credit Party thereunder. (c) The Credit Parties represent and warrant to the Lenders that (i) the representations and warranties of the Credit Parties set forth in Section 6 of the Credit Agreement are true and correct as of the date hereof, (ii) no event has occurred and is continuing which constitutes a Default or an Event of Default and (iii) no Credit Party has any counterclaims, offsets, credits or defenses to the Credit Documents and the performance of its obligations thereunder, or if any Credit Party has any such claims, counterclaims, offsets, credits or defenses to the Credit Documents or any transaction related to the Credit Documents, same are hereby waived, relinquished and released in consideration of the Lenders' execution and delivery of this Amendment. (d) This Amendment may be executed in any number of counterparts, each of which when so executed and delivered shall be an original, but all of which shall constitute one and the same instrument. It shall not be necessary in making proof of this Amendment to produce or account for more than one such counterpart. (e) This Amendment shall be governed by and construed in accordance with, the laws of the State of Georgia. (f) This Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. (g) The Borrower and the Guarantors, as applicable, affirm the liens and security interests created and granted in the Credit Agreement and the Credit Documents and agree that this Amendment shall in no manner adversely affect or impair such liens and security interests. (h) Each Credit Party hereby represents and warrants as follows: 10 11 (i) Each Credit Party has taken all necessary action to authorize the execution, delivery and performance of this Amendment. (ii) This Amendment has been duly executed and delivered by the Credit Parties and constitutes each of the Credit Parties' legal, valid and binding obligations, enforceable in accordance with its terms, except as such enforceability may be subject to (i) bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium or similar laws affecting creditors' rights generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity). (iii) No consent, approval, authorization or order of, or filing, registration or qualification with, any court or governmental authority or third party is required in connection with the execution, delivery or performance by any Credit Party of this Amendment. (i) The Guarantors (i) acknowledge and consent to all of the terms and conditions of this Amendment, (ii) affirm all of their obligations under the Credit Documents and (iii) agree that this Amendment and all documents executed in connection herewith do not operate to reduce or discharge the Guarantors' obligations under the Credit Agreement or the other Credit Documents. (j) This Amendment together with the other Credit Documents represent the entire agreement of the parties and supersedes all prior agreements and understandings, oral or written if any, relating to the Credit Documents or the transactions contemplated herein and therein. [The remainder of this page is intentionally left blank.] 11 12 Each of the parties hereto has caused a counterpart of this Amendment to be duly executed and delivered as of the date first above written. BORROWER: THE PROFIT RECOVERY GROUP INTERNATIONAL, INC., a Georgia corporation By: /s/ DONALD E. ELLIS, JR. ---------------------------------------- Name: Donald E. Ellis, Jr. ------------------------------------- Title: Exec. VP & CFO ------------------------------------- SUBSIDIARY GUARANTORS: PRGFS, INC. PRGLS, INC. PRGRS, INC., each a Delaware corporation By: /s/ DONALD E. ELLIS, JR. ---------------------------------------- Name: Donald E. Ellis, Jr. ------------------------------------- Title: Exec. VP & CFO ------------------------------------- 13 SUBSIDIARY GUARANTORS: THE PROFIT RECOVERY GROUP USA, INC. THE PROFIT RECOVERY GROUP U.K., INC. THE PROFIT RECOVERY GROUP ASIA, INC. THE PROFIT RECOVERY GROUP CANADA, INC. THE PROFIT RECOVERY GROUP NEW ZEALAND, INC. THE PROFIT RECOVERY GROUP NETHERLANDS, INC. THE PROFIT RECOVERY GROUP BELGIUM, INC. THE PROFIT RECOVERY GROUP MEXICO, INC. THE PROFIT RECOVERY GROUP FRANCE, INC. THE PROFIT RECOVERY GROUP AUSTRALIA, INC. THE PROFIT RECOVERY GROUP GERMANY, INC. PRG INTERNATIONAL HOLDING COMPANY, INC. THE PROFIT RECOVERY GROUP SWITZERLAND, INC. THE PROFIT RECOVERY GROUP SOUTH AFRICA, INC., THE PROFIT RECOVERY GROUP SPAIN, INC. THE PROFIT RECOVERY GROUP ITALY, INC., THE PROFIT RECOVERY GROUP GREECE, INC., THE PROFIT RECOVERY GROUP PORTUGAL, INC., PAYMENT TECHNOLOGIES, INC., each a Georgia corporation By: /s/ DONALD E. ELLIS, JR. ---------------------------------------- Name: Donald E. Ellis, Jr. ------------------------------------- Title: Exec VP & CFO ------------------------------------- 14 AGENT: BANK OF AMERICA, N.A., (formerly NationsBank, N. A.), individually in its capacity as a Lender and in its capacity as Agent By: /s/ CHRIS A. FIELDS ---------------------------------------- Name: Chris A. Fields ------------------------------------- Title: Vice President ------------------------------------- LENDERS: UNION BANK OF CALIFORNIA, N.A. By: /s/ HAGOF V. JAZADARIAN ---------------------------------------- Name: Hagof V. Jazadarian ------------------------------------- Title: Vice President ------------------------------------- FIRST UNION NATIONAL BANK By: /s/ DAVID L. DRIGGERS ---------------------------------------- Name: David L. Driggers ------------------------------------- Title: Senior Vice President ------------------------------------- WACHOVIA BANK, N.A. By: /s/ KATHERINE W. GUSTA ---------------------------------------- Name: Katherine W. Gusta ------------------------------------- Title: Senior Vice President ------------------------------------- FLEET NATIONAL BANK By: ---------------------------------------- Name: ------------------------------------- Title: ------------------------------------- 15 CREDIT LYONNAIS NEW YORK BRANCH By: /s/ ATTILA KOC ---------------------------------------- Name: Attila Koc ------------------------------------- Title: Senior Vice President ------------------------------------- SUNTRUST BANK By: /s/ DONALD S. KOMITOR ---------------------------------------- Name: Donald S. Komitor ------------------------------------- Title: Director ------------------------------------- By: /s/ BRANDON GULL ---------------------------------------- Name: Brandon Gull ------------------------------------- Title: Associate ------------------------------------- CREDIT AGRICOLE INDOSUEZ By: /s/ PATRICK CONQUEREL ---------------------------------------- Name: Patrick Conquerel ------------------------------------- Title: EVP Managing Director ------------------------------------- By: /s/ MICHAEL R. QUINAY ---------------------------------------- Name: Michael R. Quinay ------------------------------------- Title: VP, Sr. Manager ------------------------------------- LASALLE BANK NATIONAL ASSOCIATION By: /s/ HEATHER J. BERTELL ---------------------------------------- Name: Heather J. Bertell ------------------------------------- Title: Vice President ------------------------------------- 16 Schedule 1.1(c) Non-Cash Items 1. Bad Debt $3,700,000 2. Draw Balances $2,900,000 3. Long Term Assets $1,400,000 EX-10.23 8 g67612ex10-23.txt DESCRIPTION OF 2001 COMPENSATION ARRANGEMENT 1 Exhibit 10.23 COMPENSATION ARRANGEMENTS JOHN M. TOMA 2001 JOHN M. TOMA VICE CHAIRMAN Effective March 1, 2000 Mr. Toma receives a base salary of $400,000 with a target bonus potential of 50 percent of his base salary, with a maximum potential bonus of 100 percent of his base salary based upon the Company's annual performance. In addition, Mr. Toma is eligible to receive, for 2001, up to a maximum of 100,000 options if earnings per share for 2001 are greater than 150 percent of 2000 adjusted earnings per share. Mr. Toma will also be entitled to receive a pro-rata share of options if earnings per share for 2001 are between 130 percent and 149 percent of 2000 adjusted earnings per share. Any options granted to Mr. Toma would be granted at fair market value as of the end of 2001 and would vest over a four-year period at 25 percent per year. In addition, the Company has agreed to make annual contributions in the amount of $65,000 per year to a deferred compensation program for Mr. Toma, which amounts will vest 50 percent immediately and the remainder over a ten-year period. If Mr. Toma is terminated other than for cause or if Mr. Toma resigns for "Good Reason" (as defined similarly in Mr. Cook's employment arrangement, with the additional qualifying event of Mr. Cook's removal without cause as Chief Executive Officer of the Company), he is eligible to receive a severance benefit consisting of (1) two years of base salary, target bonus and auto allowance, (2) a contribution of two years of the annual deferred compensation credit to a rabbi trust established for deferred compensation, and (3) payment of employee COBRA premiums, plus a full state and federal tax gross-up of any applicable excise taxes on items (1) through (3). The Company also has agreed to provide Mr. Toma with certain other personal benefits. Mr. Toma's employment agreement will automatically renew on December 31, 2001 and provides for automatic one-year renewals at the expiration of each year of employment, subject to prior notice of non-renewal by the Board of Directors. EX-10.24 9 g67612ex10-24.txt NON-QUALIFIED STOCK OPTION AGREEMENT 1 Exhibit 10.24 Your Name: Donald E. Ellis, Jr. Total No. of Options: 250,000 PRG NON-QUALIFIED STOCK OPTION AGREEMENT THE PROFIT RECOVERY GROUP INTERNATIONAL, INC. ("PRG") is pleased to grant to the person signing below ("you" or "Optionee") the nonqualified stock option described below under the PRG Stock Incentive Plan (the "Plan"). For tax law purposes, this Option shall be treated as a Non-Qualified Stock Option. This Option is not intended to be and shall not be treated as an Incentive Stock Option for tax law purposes. GRANT DATE: OCTOBER 26, 2000 EXERCISE PRICE PER SHARE: $4.31 OPTION EXPIRATION DATE: APRIL 25, 2006 START DATE FOR VESTING SCHEDULE: OCTOBER 26, 2000 VESTING SCHEDULE: Subject to the Plan and this Agreement, this Option may be exercised in whole or in part, before the Option Expiration Date, in accordance with the following schedule: 100,000 shares are immediately purchasable upon grant of this option and the remaining 150,000 shares shall become purchasable at a rate of 4,167 per month beginning on November 26, 2000 and continuing thereafter on the 26th day of each of the next thirty-four (34) months and on October 26, 2003 the remaining 4,155 shares shall become purchasable. THE FOLLOWING DOCUMENTS (INCORPORATED IN THIS AGREEMENT BY REFERENCE) CONTAIN IMPORTANT INFORMATION ABOUT YOUR OPTIONS. PLEASE REVIEW CAREFULLY AND CONTACT PRG HUMAN RESOURCES IF YOU HAVE ANY QUESTIONS: ADDITIONAL TERMS AND CONDITIONS (attached) describes how to exercise your Option, what happens if you are no longer employed by PRG before you exercise your Option and where to send notices. THE PLAN contains the detailed terms that govern your Option. If anything in this Agreement or the other attachments is inconsistent with the Plan, the terms of the Plan, as amended from time to time, will control. As of the date of this Agreement PRG acknowledges that the terms of this Agreement and the other attachments are consistent with the terms of the Plan. PLAN PROSPECTUS DOCUMENT covering the Options contains important information and the 1999 ANNUAL REPORT OF PRG (all of these may be accessed via the following Internet link: http://www.prgx.com/stock_incentive.htm) The Plan, the Plan Prospectus Document and the 1999 Annual Report of PRG are available on the PRG Intranet site (http://www.prgx.com/stock_incentive.htm). If you prefer, you may request that PRG mail these documents to you. Please mark in the space below to show how you intend to receive these documents. PLEASE CHECK ONE: ___ you will access these documents on line at http://www.prgx.com/stock_incentive.htm ___ you would like PRG to mail these documents to you at your residence address below. PLEASE SIGN BELOW TO SHOW THAT YOU ACCEPT THESE OPTIONS, KEEP A COPY AND RETURN BOTH ORIGINALS TO PRG HUMAN RESOURCES. OPTIONEE: THE PROFIT RECOVERY GROUP INTERNATIONAL, INC. /s/ DONALD E. ELLIS, JR. By: /s/ JOHN M. COOK - --------------------------------------- ---------------------------------- Print Your Name: Donald E. Ellis, Jr. Name: John M. Cook ----------------------- -------------------------------- Your Residence Address: Its: Chairman & CEO --------------------------------- - --------------------------------------- - --------------------------------------- 2 ADDITIONAL TERMS AND CONDITIONS OF YOUR OPTION HOW TO EXERCISE YOUR OPTION o This Option must be exercised for whole shares only and in increments of at least 40 shares per exercise. o The Plan is administered by a Stock Option Plan Administrator in the Finance Department in the Atlanta office. The Administrator is responsible for assisting you in the exercise of your option and maintaining the records of the Plan. He may be reached at (770) 779-6537 or 6536. If you have questions about your options, how you go about exercising your vested options or how the Plan works, please contact the Administrator during normal business hours. EFFECT OF TERMINATION OF EMPLOYMENT. Except as provided below, you must be employed by PRG, its Subsidiaries or Affiliates on the applicable vesting date to exercise your Option. o TERMINATION OF EMPLOYMENT BY YOU FOR "GOOD REASON" OR BY PRG WITHOUT CAUSE. If your employment by PRG, its Subsidiaries or Affiliates terminates by you for "Good Reason" or by PRG without "cause" (as each such term is defined in your employment letter agreement from John M. Cook, Chief Executive Officer of PRG dated January 15, 2001, effective October 26, 2000), (i) your Options that are unvested as of the date of termination of your employment will all become vested as of the date of the termination of your employment, and (ii) you (or your estate) can exercise any portion of your vested Options at any time and from time to time up to and including twenty-four (24) months after the date of termination of employment. After such twenty-four (24) month period, the unexercised, but vested Options shall terminate. o OTHER TERMINATION OF EMPLOYMENT. If your employment with PRG, its Subsidiaries or Affiliates is terminated for any reason other than by you for "Good Reason" or by PRG without cause, (i) any unvested Options will terminate as of the date of such termination of employment, and (ii) unless your employment is terminated for cause, you will have the right, for a period of seventy-five (75) days following such termination of employment, to exercise any vested Options, after which the unexercised, but vested Options shall terminate. If your employment is terminated for cause, all vested and unvested Options will terminate as of the date of termination of employment. o All capitalized terms contained herein that are not otherwise defined herein shall have the meaning ascribed to such term in the employment letter agreement from John M. Cook dated January 15, 2001, effective October 26, 2000 governing the terms of your employment. NOTICES. All notices pursuant to this Agreement will be in writing and either (i) delivered by hand, (ii) mailed by United States certified mail, return receipt requested, postage prepaid, or (iii) sent by an internationally recognized courier which maintains evidence of delivery and receipt. All notices or other communications will be directed to the following addresses (or to such other addresses as either of us may designate by notice to the other): To the Company: The Profit Recovery Group International, Inc. 2300 Windy Ridge Parkway, Suite 100 North Atlanta, GA 30339-8426 Attention: Senior Vice President, Human Resources To you: The address set forth on page 1 MISCELLANEOUS. Failure by you or PRG at any time or times to require performance by the other of any provisions in this Agreement will not affect the right to enforce those provisions. Any waiver by you or PRG of any condition or the breach of any term or provision in this Agreement, whether by conduct or otherwise, in any one or more instances, shall apply only to that instance and will not be deemed to waive conditions or breaches in the future. If any court of competent jurisdiction holds that any term or provision of this Agreement is invalid or unenforceable, the remaining terms and provisions will continue in full force and effect, and this Agreement shall be deemed to be amended automatically to exclude the offending provision. This Agreement may be executed in multiple copies and each executed copy shall be an original of this Agreement. This Agreement shall be subject to and governed by the laws of the State of Georgia. No change or modification of this Agreement shall be valid unless it is in writing and signed by the party against which enforcement is sought. This Agreement shall be binding upon, and inure to the -2- 3 benefit of, the permitted successors, assigns, heirs, executors and legal representatives of the parties hereto. The headings of each Section of this Agreement are for convenience only. This Agreement and any other agreements referenced herein contain the entire agreement of the parties hereto and no representation, inducement, promise, or agreement or otherwise between the parties not embodied herein shall be of any force or effect, and no party will be liable or bound in any manner for any warranty, representation, or covenant except as specifically set forth herein. -3- EX-10.25 10 g67612ex10-25.txt DESCRIPTION OF 2001 COMPENSATION ARRANGEMENT 1 Exhibit 10.25 COMPENSATION ARRANGEMENTS MARK C. PERLBERG 2001 MARK C. PERLBERG PRESIDENT, ACCOUNTS PAYABLE GROUP Effective February 26, 2001, Mr. Perlberg's base salary was increased to $350,000. EX-10.26 11 g67612ex10-26.txt DESCRIPTION OF 2001 COMPENSATION ARRANGEMENT 1 Exhibit 10.26 COMPENSATION ARRANGEMENTS ROBERT G. KRAMER 2001 ROBERT G. KRAMER EXECUTIVE VICE PRESIDENT AND CHIEF INFORMATION OFFICER For the year 2001, Mr. Kramer's base salary was increased to $265,000 with a target bonus set at 35 percent of base salary. EX-10.27 12 g67612ex10-27.txt DISCUSSION OF MANAGEMENT PROFESSIONAL PLAN 1 Exhibit 10.27 DESCRIPTION OF MANAGEMENT AND PROFESSIONAL INCENTIVE PLAN The Management and Professional Incentive Plan (the "Plan") provides annual incentives for management and professional staff of the Company based on achievement of various performance criteria, including: Company pro forma earnings per share, Company revenues, Company operating income, functional expense control, cash collections, and specific business or personal performance objectives. The Plan is designed to align pay more directly to financial results, with increases and decreases in incentive pay from year to year tied to financial targets achieved and missed, respectively. The annual incentives for each participant contain targets for each incentive component to ensure that no annual incentive compensation is earned for substandard performance. Additionally, maximum limits are in effect for each incentive component pertaining to each participant. EX-10.28 13 g67612ex10-28.txt AMENDMENT TO 2000 COMPENSATION AGREEMENT 1 EXHIBIT 10.28 October 30, 20000 Mr. Mark Perlberg 310 Green Park Court Atlanta, Georgia 30327 Dear Mark, This letter confirms that you will not receive the guaranteed bonus of 33% of your base salary paid to you in 2000. You will receive a sign-on bonus effective with your one-year anniversary with the Company, February 9, 2001 equal to 33% of your base salary paid to you in 2000. In the event of termination of employment, the sign-on bonus will be afforded the same treatment as the performance bonus for severance purposes. Except as set forth above, the terms of the Letter Agreement shall remain in force as originally signed. If the terms of this letter accurately reflect your understanding, please sign the enclosed copy of this letter and return it directly to me. Sincerely, /s/ MARIE A. NEFF ---------------------------------- Marie A. Neff Senior Vice President, Human Resources Accepted and agreed: /s/ MARK PERLBERG - ---------------------------------- Mark Perlberg Date: October 30, 2000 ---------------------------- EX-21.1 14 g67612ex21-1.txt SUBSIDIARIES OF THE REGISTRANT 1 EXHIBIT 21.1
COUNTRY OF JURISDICTION ------------------- The Profit Recovery Group International, Inc. United States The Profit Recovery Group Australia, Inc. United States Cost Recovery Professional PTY LTD Australia Profit Recovery Professional PTY LTD Australia The Profit Recovery Group Belgium, Inc. United States The Profit Recovery Group Canada, Inc. United States The Profit Recovery Group Germany, Inc. United States The Profit Recovery Group France, Inc. United States The Profit Recovery Group Mexico, Inc. United States The Profit Recovery Group Holdings Mexico, S de RL de CV Mexico The Profit Recovery Group Servicios Mexico, S de RL de CV Mexico The Profit Recovery Group de Mexico, S de RL de CV Mexico The Profit Recovery Group USA, Inc. United States PRGRS, Inc. United States PRGLS, Inc. United States The Profit Recovery Group Netherlands, Inc. United States The Profit Recovery Group New Zealand, Inc. United States The Profit Recovery Group Asia, Inc. United States The Profit Recovery Group Singapore PTE LTD Singapore Malaysia Branch N/A Indonesia Branch NO OFFICIAL PRESENCE South Korea Branch NO OFFICIAL PRESENCE Hong Kong Branch N/A Philippines Branch NO OFFICIAL PRESENCE Taiwan Branch N/A The Profit Recovery Group Suzhou' Co, Ltd. China The Profit Recovery Group South Africa, Inc. United States The Profit Recovery Group Switzerland, Inc. United States The Profit Recovery Group UK, Inc. United States The Profit Recovery Group International Holding Co., Inc. United States PRGFS, Inc. United States The Profit Recovery Group Italy, Inc. United States The Profit Recovery Group Spain, Inc. United States PRG Holding Co. No. 1, LLC United States Toujuth SNC France Bismas SNC France PRG Holding Co. No. 2, LLC United States Payment Technologies, Inc. United States PRG, Inc. United States PRG USA, Inc. United States The Profit Recovery Group Greece, Inc. United States The Profit Recovery Group Portugal, Inc. United States PRG France S.A. France AP SA France La Francaise S.N.C. France AP Consultants S.A. France APSIA S.A.R.L. France Institut FORED S.A. France F. Intiatives S.A. France Financiere Alma, S.A. France Alma Intervention, S.A. France B&F Associes, S.A.R.L. France Club Affairs Alma, S.A.R.L. France
2
COUNTRY OF JURISDICTION --------------- Meridian VAT Reclaim France, S.A.R.L. France Novexrael Limited Israel Novexel S.A. France Novimmo SNC France Ressources Inovations SA France Belgium SPRL Belgium IP Strategies, S.A. Belgium SGP Consultants S.A. Belgium PRG do Brasil Ltda Brazil PRG do Argentina Argentina Meridian VAT Corporation Limited Jersey JA Ewing, Inc. United States Meridian VAT Reclaim Services Limited United Kingdom Meridian VAT Reclaim Operations Limited Ireland Meridian VAT Trustees Limited Ireland Meridian VAT Processing (N. America) Limited Ireland Meridian VAT Reclaim, Inc. United States Meridian VAT Reclaim Canada, Inc. Canada Meridian VAT Processing (International) Limited Ireland Meridian Vat Sverige AB Sweden Meridian VAT Reclaim Hong Kong Limited Hong Kong Meridian VAT Reclaim (Pty) Limited South Africa VATClaim International (Pty) Limited South Africa Meridian VAT Reclaim (India) Private Limited India Meridian VAT Reclaim (UK) Limited United Kingdom VAT Claim (International) UK Limited United Kingdom Meridian VAT Reclaim (Australia PTY) Limited Australia Meridian VAT Reclaim GmbH Germany Meridian VAT Reclaim (Schweiz) AG Switzerland Meridian VAT Reclaim Japan, Inc. Japan Meridian VAT Reclaim Company Limited Korea Meridian VAT Processing (Japan) Limited Ireland
EX-23.1 15 g67612ex23-1.txt CONSENT OF KPMG LLP 1 EXHIBIT 23.1 INDEPENDENT AUDITORS' CONSENT The Board of Directors The Profit Recovery Group International, Inc.: We consent to incorporation by reference in the registration statements (Nos. 333-64125, 333-30885 and 333-08707) on Form S-8 of The Profit Recovery Group International, Inc. of our report dated March 15, 2001, relating to the consolidated balance sheets of The Profit Recovery Group International, Inc. and subsidiaries as of December 31, 2000 and 1999, and the related consolidated statements of operations, shareholders' equity, and cash flows for each of the years in the three-year period ended December 31, 2000, which report appears in the December 31, 2000 annual report on Form 10-K of The Profit Recovery Group International, Inc. Our report refers to changes in accounting for revenue recognition. KPMG LLP Atlanta, Georgia March 23, 2001 EX-23.2 16 g67612ex23-2.txt CONSENT OF ERNST & YOUNG LLP 1 EXHIBIT 23.2 INDEPENDENT AUDITORS' CONSENT The Board of Directors The Profit Recovery Group International, Inc.: We consent to incorporation by reference in the Registration Statements (Nos. 333-64125, 333-08707 and 333-30885) on Form S-8 of The Profit Recovery Group International, Inc. of our report dated March 9, 2001 relating to the consolidated balance sheets of PRG France, S.A. and subsidiaries as of December 31, 2000 and 1999, and the related consolidated statements of earnings, shareholders' equity and cash flows for each of the three years in the period ended December 31, 2000 which report appears in the December 31, 2000 annual report on Form 10-K of The Profit Recovery Group International, Inc. ERNST & YOUNG Audit Paris, France March 23, 2001 Any Antola -----END PRIVACY-ENHANCED MESSAGE-----