10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2017

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

PRGX Global, 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.)
600 Galleria Parkway	30339-5986
Suite 100	(Zip Code)
Atlanta, Georgia
(Address of principal executive offices)

Registrant’s telephone number, including area code: (770) 779-3900

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  ý    No  ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  ý    No  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and "emerging growth company" in Rule 12b-2 of the Exchange Act. (Check One):

¨  Large accelerated filer	ý	Accelerated filer
¨  Non-accelerated filer     (Do not check if a smaller reporting company)	¨	Smaller reporting company
	¨	Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).    Yes  ¨    No  ý

Common shares of the registrant outstanding at November 3, 2017 were 22,394,734.

PRGX GLOBAL, INC.

FORM 10-Q

For the Quarter Ended September 30, 2017

INDEX

	Page No.
Part I. Financial Information
Item 1. Financial Statements (Unaudited)	1
Condensed Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2017 and 2016	1
Condensed Consolidated Statements of Comprehensive Income (Loss) for the Three and Nine Months Ended September 30, 2017	2
Condensed Consolidated Balance Sheets as of September 30, 2017 and December 31, 2016	3
Condensed Consolidated Statements of Cash Flows for the Three and Nine Months Ended September 30, 2017 and 2016	4
Notes to Condensed Consolidated Financial Statements	5
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	18
Item 3. Quantitative and Qualitative Disclosures About Market Risk	30
Item 4. Controls and Procedures	31
Part II. Other Information
Item 1. Legal Proceedings	32
Item 1A. Risk Factors	32
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	32
Item 3. Defaults Upon Senior Securities	32
Item 4. Mine Safety Disclosures	32
Item 5. Other Information	32
Item 6. Exhibits	33
Signatures	34

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

PRGX GLOBAL, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

(In thousands, except per share data)

	Three Months Ended September 30,						Nine Months Ended September 30,
	2017			2016			2017			2016
Revenue	$	42,467		$	35,137		$	114,546		$	101,661
Operating expenses:
Cost of revenue	26,675			22,367			75,306			67,444
Selling, general and administrative expenses	12,189			9,883			34,149			28,351
Depreciation of property and equipment	1,133			1,376			3,462			3,824
Amortization of intangible assets	722			393			2,166			1,182
Total operating expenses	40,719			34,019			115,083			100,801
Operating income (loss) from continuing operations	1,748			1,118			(537		)	860
Foreign currency transaction gains on short-term intercompany balances	(418		)	(165		)	(1,927		)	(976		)
Interest expense (income), net	142			(14		)	227			(55		)
Other loss (income)	17			(168		)	(177		)	(140		)
Income from continuing operations before income taxes	2,007			1,465			1,340			2,031
Income tax expense (benefit)	930			(685		)	2,436			(21		)
Net income (loss) from continuing operations	$	1,077		$	2,150		$	(1,096	)	$	2,052
Discontinued operations (Note D):
(Loss) income from discontinued operations	$	(344	)	$	133		$	(1,029	)	$	(914	)
Other loss (income)	—			—			—			—
Income tax expense (benefit)	—			—			—			—
Net (loss) income from discontinued operations	$	(344	)	$	133		$	(1,029	)	$	(914	)
Net income (loss)	$	733		$	2,283		$	(2,125	)	$	1,138
Basic earnings (loss) per common share (Note B):
Basic earnings (loss) from continuing operations	$	0.05		$	0.10		$	(0.05	)	$	0.09
Basic earnings (loss) from discontinued operations	(0.02		)	0.01			(0.05		)	(0.04		)
Total basic earnings (loss) per common share	$	0.03		$	0.11		$	(0.10	)	$	0.05
Diluted earnings (loss) per common share (Note B)
Diluted earnings (loss) from continuing operations	$	0.05		$	0.10		$	(0.05	)	$	0.09
Diluted earnings (loss) from discontinued operations	(0.02		)	0.01			(0.05		)	(0.04		)
Total diluted earnings (loss) per common share	$	0.03		$	0.11		$	(0.10	)	$	0.05
Weighted-average common shares outstanding (Note B):
Basic	22,498			21,847			22,225			22,084
Diluted	22,761			21,874			22,225			22,114

1

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(Unaudited)

(In thousands)

	Three Months Ended September 30,					Nine Months Ended September 30,
	2017		2016			2017			2016
Net income (loss)	$	733	$	2,283		$	(2,125	)	$	1,138
Foreign currency translation adjustments	64		(242		)	(230		)	(729		)
Comprehensive income (loss)	$	797	$	2,041		$	(2,355	)	$	409

See accompanying Notes to Condensed Consolidated Financial Statements.

2

PRGX GLOBAL, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

(In thousands, except share data)

	September 30, 2017			December 31, 2016
ASSETS
Current assets:
Cash and cash equivalents	$	11,932		$	15,723
Restricted cash	109			47
Receivables:
Contract receivables, less allowances of $1,773 in 2017 and $799 in 2016:
Billed	33,467			29,186
Unbilled	1,548			2,278
	35,015			31,464
Employee advances and miscellaneous receivables, less allowances of $314 in 2017 and $500 in 2016	2,263			2,184
Total receivables	37,278			33,648
Prepaid expenses and other current assets	4,837			3,363
Total current assets	54,156			52,781
Property and equipment	70,299			63,325
Less accumulated depreciation and amortization	(54,930		)	(51,089		)
Property and equipment, net	15,369			12,236
Goodwill	22,824			13,823
Intangible assets, less accumulated amortization of $38,921 in 2017 and $36,128 in 2016	8,840			10,998
Noncurrent portion of unbilled receivables	868			854
Deferred income taxes	2,212			2,269
Other assets	281			513
Total assets	$	104,550		$	93,474
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable and accrued expenses	$	7,669		$	7,299
Accrued payroll and related expenses	14,801			13,868
Refund liabilities	7,768			7,900
Deferred revenue	1,727			1,330
Current portion of debt (Note E)	48			3,600
Business acquisition obligations	2,078			2,078
Total current liabilities	34,091			36,075
Long-term debt (Note E)	13,677			—
Noncurrent refund liabilities	775			804
Other long-term liabilities	2,389			4,205
Total liabilities	50,932			41,084
Commitments and contingencies (Note G)
Shareholders’ equity (Note B):
Common stock, no par value; $.01 stated value per share. Authorized 50,000,000 shares; 22,390,734 shares issued and outstanding at September 30, 2017 and 21,845,920 shares issued and outstanding at December 31, 2016	224			218
Additional paid-in capital	578,695			575,118
Accumulated deficit	(525,358		)	(523,233		)
Accumulated other comprehensive income	57			287
Total shareholders’ equity	53,618			52,390
Total liabilities and shareholders’ equity	$	104,550		$	93,474

3

PRGX GLOBAL, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(In thousands)

	Nine Months Ended September 30,
	2017			2016
Cash flows from operating activities:
Net (loss) income	$	(2,125	)	$	1,138
Adjustments to reconcile net (loss) income to net cash provided by operating activities:
Depreciation and amortization	5,628			5,017
Amortization of deferred loan costs	76			—
Stock-based compensation expense	5,362			3,224
Deferred income taxes	—			(1,475		)
Foreign currency transaction gains on short-term intercompany balances	(1,927		)	(976		)
Changes in operating assets and liabilities, net of effects of acquisitions:
Restricted cash	(62		)	(51		)
Billed receivables	(1,437		)	(451		)
Unbilled receivables	724			(18		)
Prepaid expenses and other current assets	(1,258		)	(1,274		)
Other assets	342			(44		)
Accounts payable and accrued expenses	2,180			1,287
Accrued payroll and related expenses	(2,499		)	(35		)
Refund liabilities	(163		)	44
Deferred revenue	397			(161		)
Other long-term liabilities	(1,681		)	(51		)
Net cash provided by operating activities	3,557			6,174
Cash flows from investing activities:
Business acquisition, net of cash acquired	(10,128		)	—
Purchases of property and equipment, net of disposal proceeds	(6,433		)	(4,648		)
Net cash used in investing activities	(16,561		)	(4,648		)
Cash flows from financing activities:
Proceeds from revolving facility	12,500			—
Repayments of revolving facility	(2,500		)	—
Payment of deferred loan cost	(157		)	—
Restricted stock repurchased from employees for withholding taxes	(100		)	(218		)
Proceeds from option exercises	862			132
Repurchase of common stock	—			(3,762		)
Net cash provided by (used in) financing activities	10,605			(3,848		)
Effect of exchange rates on cash and cash equivalents	(1,392		)	370
Net (decrease) increase in cash and cash equivalents	(3,791		)	(1,952		)
Cash and cash equivalents at beginning of period	15,723			15,122
Cash and cash equivalents at end of period	$	11,932		$	13,170
Supplemental disclosure of cash flow information:
Cash paid during the period for interest	$	146		$	40
Cash paid during the period for income taxes, net of refunds received	$	668		$	1,068

See accompanying Notes to Condensed Consolidated Financial Statements.

4

PRGX GLOBAL, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note A – Basis of Presentation

The accompanying Condensed Consolidated Financial Statements (Unaudited) of PRGX Global, Inc. and its wholly owned subsidiaries have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") for interim financial information and with the instructions for Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three and nine month periods ended September 30, 2017 are not necessarily indicative of the results that may be expected for the year ending December 31, 2017.

Except as otherwise indicated or unless the context otherwise requires, “PRGX,” “we,” “us,” “our” and the “Company” refer to PRGX Global, Inc. and its subsidiaries. For further information, refer to the Consolidated Financial Statements and Notes thereto included in the Company’s Form 10-K for the year ended December 31, 2016.

New Accounting Standards

A summary of the new accounting standards issued by the Financial Accounting Standards Board (“FASB”) and included in the Accounting Standards Codification (“ASC”) that apply to PRGX is set forth below:

FASB ASC Update No. 2017-04 - In January 2017, the FASB issued Accounting Standards Update 2017-04, Intangibles-Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment. The standard removes the second step of the two step test used to determine an impairment of goodwill. Under the new standard, an entity only compares the fair value of the reporting unit to the carrying amount, including goodwill, and records the amount of goodwill impairment as the excess of a reporting unit's carrying amount over its fair value, not to exceed the total amount of goodwill allocated to the reporting unit. The standard will become effective for the Company beginning January 1, 2020. The Company is currently assessing the impact adoption of this standard will have on its consolidated results of operations, financial condition, cash flows, and financial statement disclosures.

FASB ASC Update No. 2016-02 - In February 2016, the FASB issued Accounting Standards Update 2016-02, Leases (Topic 842). The standard requires the recognition of lease assets and lease liabilities by lessees for those leases classified as operating leases. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition. The standard requires lessors to classify leases as either sales-type, finance or operating. A sales-type lease occurs if the lessor transfers all of the risks and rewards, as well as control of the underlying asset, to the lessee. If risks and rewards are conveyed without the transfer of control, the lease is treated as a financing lease. If the lessor does not convey risks and rewards or control, an operating lease results. The standard will become effective for the Company beginning January 1, 2019. The Company is currently assessing the impact adoption of this standard will have on its consolidated results of operations, financial condition, cash flows, and financial statement disclosures.

FASB ASC Update No. 2014-9 and additional updates - In May 2014, the FASB issued an accounting standards update with new guidance on recognizing revenue from contracts with customers.  The standards update outlines a single comprehensive model for an entity to utilize to recognize revenue when it transfers goods or services to customers in an amount that reflects the consideration that will be received in exchange for the goods and services.  Additional disclosures will also be required to enable users to understand the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers. In 2016, the FASB issued accounting standards updates to address implementation issues and to clarify the guidance for identifying performance obligations, licenses and determining if a company is the principal or agent in a revenue arrangement. The standard will become effective for the Company beginning January 1, 2018.  

We are continuing to work towards establishing policies, updating our processes and implementing necessary changes to data and processes to be able to comply with the new requirements. Based on the results of our assessment to date, we do not expect that the new standard will result in significant changes to our revenue recognition.  Our initial evaluation is that revenue from our Recovery Audit segments, which is a majority of our revenues, would not be materially impacted by the adoption of this standard. 

While we are continuing to assess all potential impacts of the standard, we currently believe the most significant impact relates to additional disclosures related to qualitative and quantitative information concerning the nature, amount, timing, and any uncertainty of revenue and cash flows from contracts with customers, the capitalization of costs of commissions, upfront contract costs, and other contract acquisition-based and contract fulfillment costs on the consolidated balance sheets.

We will continue our evaluation of the standards update through the date of adoption.

5

Note B – Earnings (Loss) Per Common Share

The following table sets forth the computations of basic and diluted earnings (loss) per common share for the three and nine months ended September 30, 2017 and 2016 (in thousands, except per share data):

	Three Months Ended September 30,					Nine Months Ended September 30,
Basic earnings (loss) per common share:	2017			2016		2017			2016
Numerator:
Net earnings (loss) from continuing operations	$	1,077		$	2,150	$	(1,096	)	$	2,052
Net (loss) earnings from discontinued operations	$	(344	)	$	133	$	(1,029	)	$	(914	)
Denominator:
Weighted-average common shares outstanding	22,498			21,847		22,225			22,084
Effect of dilutive securities from stock-based compensation plans	263			27		—			30
Weighted-average diluted common shares outstanding	22,761			21,874		22,225			22,114
Basic earnings (loss) per common share from continuing operations	$	0.05		$	0.10	$	(0.05	)	$	0.09
Basic earnings (loss) per common share from discontinued operations	(0.02		)	0.01		(0.05		)	(0.04		)
Total basic earnings (loss) per common share	$	0.03		$	0.11	$	(0.10	)	$	0.05
Diluted earnings (loss) per common share from continuing operations	$	0.05		$	0.10	$	(0.05	)	$	0.09
Diluted earnings (loss) per common share from discontinued operations	(0.02		)	0.01		(0.05		)	(0.04		)
Total diluted earnings (loss) per common share	$	0.03		$	0.11	$	(0.10	)	$	0.05

For the periods presented that generated a net loss, basic and diluted net loss per share are the same, as any additional common stock equivalents would be anti-dilutive. For the three months ended September 30, 2017, there were 1.9 million of anti-dilutive stock options and 1.9 million of anti-dilutive shares underlying restricted stock units that were excluded from the calculation of weighted average diluted common shares outstanding. For the three months ended September 30, 2016, there were 2.8 million of anti-dilutive stock options and 2.7 million of anti-dilutive shares underlying restricted stock units that were excluded from the calculation of weighted average diluted shares outstanding. For the nine-month period ended September 30, 2016, there were 2.8 million of anti-dilutive shares underlying stock options and 2.0 million of anti-dilutive shares underlying restricted stock units that were excluded from the calculation of weighted average diluted common shares outstanding.

We repurchased no shares of our common stock under our stock repurchase program during the three and nine months ended September 30, 2017. During the three and nine months ended September 30, 2016, we repurchased less than 0.1 million shares and 0.9 million shares of our common stock for $0.1 million and $3.8 million, respectively, under our stock repurchase program.

Pursuant to exercises of outstanding stock options, we issued 16,000 shares of our common stock having a value of approximately $0.1 million in the three months ended September 30, 2017 and 183,460 shares of our common stock having a value of approximately $0.9 million in the nine months ended September 30, 2017. In connection with stock option exercises, we issued no shares of our common stock in the three months ended September 30, 2016, and 46,896 shares of our common stock having a value of less than $0.1 million in the nine months ended September 30, 2016.

Note C – Stock-Based Compensation

The Company has two stock-based compensation plans, the 2008 Equity Incentive Plan ("2008 EIP") and the 2017 Equity Incentive Compensation Plan ("2017 EICP") of which only the 2008 EIP has awards that were outstanding in the relevant periods. We describe the 2008 EIP in the Company’s Annual Report on Form 10–K for the fiscal year ended December 31, 2016. For all periods presented herein, awards granted outside any shareholder-approved plan are referred to as inducement awards.

6

PRGX GLOBAL, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

At the 2017 annual meeting of the Company's shareholders, held on June 27, 2017, the shareholders approved the 2017 EICP. Under the 2017 EICP, the Company may grant awards that include stock options (both incentive stock options and nonqualified stock options), stock appreciation rights, restricted stock, deferred stock, restricted stock units, performance units, performance shares, dividend equivalents, bonus shares, and other stock based or cash based awards. The maximum number of shares of common stock that may be issued pursuant to awards under the 2017 EICP is 3,400,000 shares plus the number of shares of common stock subject to awards granted under the 2008 EIP that were outstanding when the 2017 EICP became effective and that thereafter again become available for grant. However, the total number of shares of common stock that may be delivered pursuant to the exercise of incentive stock options granted under the 2017 EICP shall not exceed 3,400,000 shares.

No additional awards may be granted under the 2008 EIP after approval by the Company's shareholders of the 2017 EICP on June 27, 2017.

2008 EIP Awards and Inducement Awards

Stock options, including those granted under the 2008 EIP and inducement awards, generally have a term of seven years and vest in equal annual increments over the vesting period, which typically is three years for employees and one year for directors. The following table summarizes stock option activity for the nine months ended September 30, 2017.

Options	Shares		Weighted- Average Exercise Price (Per Share)		Weighted- Average Remaining Contractual Term	Aggregate Intrinsic Value ($ 000’s)
Outstanding at January 1, 2017	3,420,385		$	6.26	4.3 years	$	1,204
Granted(1)	460,566		6.22
Exercised	(183,460	)	5.03			$	253
Forfeited	(438,004	)	6.09
Expired	(54,865	)	4.90
Outstanding at September 30, 2017	3,204,622		$	6.37	4.1 years	$	2,459
Exercisable at September 30, 2017	2,596,301		$	6.51	3.5 years	$	1,730

(1) During the nine months ended September 30, 2017, 335,000 options were granted to employees as inducements for employment and 125,566 options were granted to the members of our Board of Directors. The weighted-average grant date fair value of options granted was $3.04 per share for the nine months ended September 30, 2017.

Nonvested stock awards, (restricted stock and restricted stock units), including those granted under the 2008 EIP and inducement awards, generally are nontransferable until vesting and the holders are entitled to receive dividends with respect to the nonvested shares. Prior to vesting, the grantees of restricted stock are entitled to vote the shares, but the grantees of restricted stock units are not entitled to vote the shares. Generally, nonvested stock awards with time-based vesting criteria vest in equal annual increments over the vesting period, which typically is three years for employees and one year for directors. Nonvested stock awards with performance based vesting criteria vest in accordance with specific performance criteria associated with the awards.

7

PRGX GLOBAL, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

The following table summarizes nonvested stock award activity during the nine months endedSeptember 30, 2017.

Nonvested stock	Shares		Weighted Average Grant Date Fair Value (Per Share)
Nonvested at January 1, 2017	3,893,050		$	4.37
Granted(1)	792,930		6.32
Vested	(45,004	)	6.24
Forfeited	(2,391,422	)	4.05
Nonvested at September 30, 2017	2,249,554		$	5.35

(1) Includes grants to members of our board of directors of 29,920 shares of restricted stock and 21,259 restricted stock units, inducement grants of 41,000 shares of restricted stock and 59,000 performance-based restricted stock units, and grants to employees under the 2008 EIP of 310,139 shares of restricted stock, 56,812 restricted stock units, and 274,800 performance-based restricted stock units during the nine months ended September 30, 2017.

On March 30, 2017, six executive officers and six other senior leaders of the Company were granted 274,800 performance-based restricted stock units ("PBUs") under the 2008 EIP. Upon vesting, the PBUs will be settled by the issuance of Company common stock equal to 100% of the number of PBUs being settled. The PBUs vest and become payable based on revenue and the cumulative adjusted EBITDA that the Company (excluding the Healthcare Claims Recovery Audit business) achieves for the two-year performance period ending December 31, 2018. At the threshold performance level, 35% of the PBUs will become vested and payable and at the target performance level, 100% of the PBUs will become vested and payable. If performance falls between the stated performance levels, the percentage of PBUs that will become vested and payable will be based on straight-line interpolation between such stated performance levels (although the PBUs may not become vested and payable for more than 100% of the PBUs and no PBUs shall become vested and payable if performance does not equal or exceed the threshold performance level).

During May 2017, one executive officer and one senior leader of the Company were granted a total of 59,000 PBUs as inducement grants on substantially the same terms as the grant of PBUs made on March 30, 2017.

The PBUs granted during the nine months ended September 30, 2017 and during 2016 were expensed at the target performance level based upon management's estimates for the three and nine months ended September 30, 2017 and 2016.

Selling, general and administrative expenses for the nine months ended September 30, 2017 and 2016 include $5.4 million and $3.2 million, respectively, related to stock-based compensation charges. At September 30, 2017, there was $6.9 million of unrecognized stock-based compensation expense related to stock options, restricted stock awards and restricted stock unit awards which we expect to recognize over a weighted-average period of 1.7 years. The unrecognized stock-based compensation expense related to restricted stock unit awards with performance vesting criteria is based on our estimate of both the number of shares of the Company's common stock that will ultimately be issued and cash payments that will be made when the restricted stock units are settled.

Note D – Operating Segments and Related Information

We conduct our operations through the following three reportable segments:

Recovery Audit Services – Americas represents recovery audit services (other than Healthcare Claims Recovery Audit services) provided in the United States of America (“U.S.”), Canada and Latin America.

Recovery Audit Services – Europe/Asia-Pacific represents recovery audit services (other than Healthcare Claims Recovery Audit services) provided in Europe, Asia and the Pacific region.

Adjacent Services represents data transformation, spend analytics, PRGX OPTIX^TM,SIM services and associated advisory services.

8

PRGX GLOBAL, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

Additionally, Corporate Support includes the unallocated portion of corporate selling, general and administrative expenses not specifically attributable to the three reportable segments.

During the fourth quarter of 2015, PRGX entered into agreements with third parties to fulfill its Medicare recovery audit contractor ("RAC") program subcontract obligations to audit Medicare payments and provide support for claims appeals and assigned its remaining Medicaid contract to another party. The Company will continue to incur certain expenses while the current Medicare RAC contracts are still in effect. As a result, the Healthcare Claims Recovery Audit services business has been reported as Discontinued Operations in accordance with GAAP.

Discontinued operations information for the three and nine months endedSeptember 30, 2017 and 2016 is as follows:

Results of Discontinued Operations	Three Months Ended September 30,						Nine Months Ended September 30,
(in thousands)	2017			2016			2017			2016
Revenue	$	—		$	5		$	—		$	(11	)
Cost of sales	337			(128		)	1,013			712
Selling, general and administrative expense	5			(4		)	10			180
Depreciation and amortization	2			4			6			11
(Loss) income from discontinued operations before income taxes	$	(344	)	$	133		$	(1,029	)	$	(914	)
Income tax expense	—			—			—			—
Net (loss) income from discontinued operations	$	(344	)	$	133		$	(1,029	)	$	(914	)

We evaluate the performance of our reportable segments based upon revenue and measures of profit or loss referred to as EBITDA and Adjusted EBITDA. We define Adjusted EBITDA as earnings from continuing operations before interest and taxes (“EBIT”), adjusted for depreciation and amortization (“EBITDA”), and then further adjusted for unusual and other significant items that management views as distorting the operating results of the various segments from period to period. Such adjustments include restructuring charges, stock-based compensation, bargain purchase gains, acquisition-related charges and benefits (acquisition transaction costs, acquisition obligations classified as compensation, and fair value adjustments to acquisition-related contingent consideration), tangible and intangible asset impairment charges, certain litigation costs and litigation settlements, certain severance charges and foreign currency transaction gains and losses on short-term intercompany balances viewed by management as individually or collectively significant. We do not have any inter-segment revenue.

9

PRGX GLOBAL, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

Segment information for the three and nine months ended September 30, 2017 and 2016 (in thousands) is as follows:

	Recovery Audit Services – Americas			Recovery Audit Services – Europe/Asia- Pacific			Adjacent Services			Corporate Support			Total
Three Months Ended September 30, 2017
Revenue	$	30,705		$	10,837		$	925		$	—		$	42,467
Net income from continuing operations													1,077
Income tax expense													930
Interest expense (income), net													142
EBIT	$	8,539		$	2,289		$	(2,026	)	$	(6,653	)	$	2,149
Depreciation of property and equipment	789			161			183			—			1,133
Amortization of intangible assets	329			—			393			—			722
EBITDA	$	9,657		$	2,450		$	(1,450	)	$	(6,653	)	$	4,004
Other (income) loss	(11		)	—			(2		)	30			17
Foreign currency transaction (gains) losses on short-term intercompany balances	(155		)	(377		)	(6		)	120			(418		)
Transformation severance and related expenses	49			360			260			23			692
Stock-based compensation	—			—			—			2,107			2,107
Adjusted EBITDA	$	9,540		$	2,433		$	(1,198	)	$	(4,373	)	$	6,402

	Recovery Audit Services – Americas		Recovery Audit Services – Europe/Asia- Pacific			Adjacent Services			Corporate Support			Total
Three Months Ended September 30, 2016
Revenue	$	25,719	$	8,736		$	682		$	—		$	35,137
Net income from continuing operations												2,150
Income tax benefit												(685		)
Interest expense (income), net												(14		)
EBIT	$	7,371	$	1,274		$	(1,089	)	$	(6,105	)	$	1,451
Depreciation of property and equipment	935		141			300			—			1,376
Amortization of intangible assets	373		—			20			—			393
EBITDA	$	8,679	$	1,415		$	(769	)	$	(6,105	)	$	3,220
Other loss (income)	—		—			(168		)	—			(168		)
Foreign currency transaction losses (gains) on short-term intercompany balances	120		(227		)	1			(59		)	(165		)
Transformation severance and related expenses	95		188			139			(2		)	420
Stock-based compensation	—		—			—			1,424			1,424
Adjusted EBITDA	$	8,894	$	1,376		$	(797	)	$	(4,742	)	$	4,731

10

PRGX GLOBAL, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

	Recovery Audit Services – Americas			Recovery Audit Services – Europe/Asia- Pacific			Adjacent Services			Corporate Support			Total
Nine Months Ended September 30, 2017
Revenue	$	81,641		$	29,441		$	3,464		$	—		$	114,546
Net loss from continuing operations													(1,096		)
Income tax expense													2,436
Interest expense (income), net													227
EBIT	$	20,110		$	5,754		$	(5,681	)	$	(18,616	)	$	1,567
Depreciation of property and equipment	2,478			453			531			—			3,462
Amortization of intangible assets	986			—			1,180			—			2,166
EBITDA	$	23,574		$	6,207		$	(3,970	)	$	(18,616	)	$	7,195
Other loss (income)	(11		)				(195		)	29			(177		)
Foreign currency transaction (gains) losses on short-term intercompany balances	(396		)	(1,566		)	(10		)	45			(1,927		)
Transformation severance and related expenses	313			582			305			392			1,592
Stock-based compensation	—			—			—			5,362			5,362
Adjusted EBITDA	$	23,480		$	5,223		$	(3,870	)	$	(12,788	)	$	12,045

	Recovery Audit Services – Americas			Recovery Audit Services – Europe/Asia- Pacific			Adjacent Services			Corporate Support			Total
Nine Months Ended September 30, 2016
Revenue	$	72,408		$	26,683		$	2,570		$	—		$	101,661
Net income from continuing operations													2,052
Income tax benefit													(21		)
Interest expense (income), net													(55		)
EBIT	$	17,364		$	4,032		$	(2,645	)	$	(16,775	)	$	1,976
Depreciation of property and equipment	2,863			379			582			—			3,824
Amortization of intangible assets	1,118			—			64			—			1,182
EBITDA	$	21,345		$	4,411		$	(1,999	)	$	(16,775	)	$	6,982
Other loss (income)	—			—			(140		)	—			(140		)
Foreign currency transaction gains on short-term intercompany balances	(108		)	(787		)	(7		)	(74		)	(976		)
Transformation severance and related expenses	516			284			138			241			1,179
Stock-based compensation	—			—			—			3,224			3,224
Adjusted EBITDA	$	21,753		$	3,908		$	(2,008	)	$	(13,384	)	$	10,269

11

PRGX GLOBAL, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

Note E – Debt

On January 19, 2010, we entered into a four-year revolving credit and term loan agreement with SunTrust Bank (“SunTrust”). The SunTrust credit facility initially consisted of a $15.0 million committed revolving credit facility and a $15.0 million term loan. The SunTrust term loan required quarterly principal payments of $0.8 million beginning in March 2010, and a final principal payment of $3.0 million due in January 2014 that we paid in December 2013. The SunTrust credit facility is guaranteed by the Company and all of its material domestic subsidiaries and secured by substantially all of the assets of the Company.

Prior to the January 2014 amendment to the SunTrust credit facility described below, amounts available under the SunTrust revolver were based on eligible accounts receivable and other factors. Interest on both the revolver and term loan was payable monthly and accrued at an index rate using the one-month LIBOR rate, plus an applicable margin as determined by the loan agreement. The applicable interest rate margin varied from 2.25% per annum to 3.5% per annum, dependent on our consolidated leverage ratio, and was determined in accordance with a pricing grid under the SunTrust loan agreement. We also paid a commitment fee of 0.5% per annum, payable quarterly, on the unused portion of the $15.0 million SunTrust revolving credit facility.

On January 17, 2014, we entered into an amendment of the SunTrust credit facility that increased the committed revolving credit facility from $15.0 million to $25.0 million, lowered the applicable margin to a fixed rate of 1.75%, eliminated the provision limiting availability under the revolving credit facility based on eligible accounts receivable and extended the scheduled maturity of the revolving credit facility to January 16, 2015 (subject to earlier termination as provided therein). We also paid a commitment fee of 0.5% per annum, payable quarterly, on the unused portion of the SunTrust revolving credit facility through the next amendment date.

On December 23, 2014, we entered into an amendment of the SunTrust credit facility that reduced the committed revolving credit facility from $25.0 million to $20.0 million. The credit facility bears interest at a rate per annum comprised of a specified index rate based on one-month LIBOR, plus an applicable margin (which was set at 1.75% per annum pursuant to this amendment). The index rate is determined as of the first business day of each calendar month with the provision of a fixed applicable margin of 1.75% per the amendment of the SunTrust credit facility. The credit facility included two financial covenants (a maximum leverage ratio and a minimum fixed charge coverage ratio) that would apply only if we had borrowings under the credit facility that arose or remained outstanding during the final 30 calendar days of any fiscal quarter. These financial covenants also will be tested, on a modified pro forma basis, in connection with each new borrowing under the credit facility. This amendment also extended the scheduled maturity of the revolving credit facility to December 23, 2017 and lowered the commitment fee to 0.25% per annum, payable quarterly, on the unused portion of the revolving credit facility. The weighted-average interest rate for the commitment fee due on the revolving credit facility was 0.25% in 2016 and 2015.

On December 21, 2016, we entered into an amendment of the SunTrust credit facility in order to clarify certain definitions and other terms of the facility.

On October 31, 2016, the Company borrowed $3.6 million under its credit facility to finance the acquisition of Lavante, Inc. On February 27, 2017 the Company borrowed $10.0 million under its credit facility to finance the acquisition of substantially all of the assets of Cost & Compliance Associates, LLC and Cost & Compliance Associates Limited. Total borrowings outstanding as of September 30, 2017 were $13.6 million.

On May 4, 2017, we entered into an amendment of the SunTrust credit facility, that, among other things, (i) increased the aggregate principal amount of the committed revolving credit facility from $20.0 million to $35.0 million through December 31, 2018, which will be reduced to $30.0 million thereafter, (ii) extended the maturity date of the credit facility to December 31, 2019, (iii) added customary provisions to reflect European Union “bail-in” directive compliance language, and (iv) modified the financial covenants applicable to the Company during the remaining term of the credit facility by (A) revising the maximum leverage ratio and minimum fixed charge coverage ratio and (B) adding an additional financial covenant requiring the Company to maintain a minimum amount of consolidated adjusted EBITDA.

12

PRGX GLOBAL, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

In addition, the applicable margin used to determine the interest rate per annum on outstanding borrowings under the credit facility, and the ongoing commitment fee payable on the unused portion of the revolving credit facility commitment, both of which previously had been fixed percentages per annum, have been amended and both now will vary based upon our quarterly leverage ratio calculation under the SunTrust credit facility. The applicable margin per annum on interest accruing on all borrowings under the credit facility outstanding on or after May 4, 2017, and the applicable percentage per annum commitment fee accruing on and after that date, respectively will be determined as follows:

Pricing Level	Leverage Ratio	Applicable Margin for LIBOR Index Rate Loans	Applicable Margin for Base Rate Loans	Applicable Percentage for Commitment Fee
I	Less than 1.25:1.00	2.25% per annum	1.25% per annum	0.250% per annum
II	Greater than or equal to 1.25:1.00 but less than 1.75:1.00	2.50% per annum	1.50% per annum	0.375% per annum
III	Greater than or equal to 1.75:1.00	2.75% per annum	1.75% per annum	0.375% per annum

As of September 30, 2017 there was $13.6 million in debt outstanding under the revolving SunTrust facility that will be due December 31, 2019. The amount available for additional borrowing under the revolving SunTrust credit facility was $21.4 million as of September 30, 2017. Based on the terms of the credit facility, as amended, the applicable interest rate at September 30, 2017 was approximately 3.50%. As of September 30, 2017 we were required to pay a commitment fee of 0.25% per annum, payable quarterly, on the unused portion of the revolving SunTrust credit facility.

The SunTrust credit facility includes customary affirmative, negative, and financial covenants binding on the Company, including delivery of financial statements and other reports, maintenance of existence, and transactions with affiliates. The negative covenants limit the ability of the Company, among other things, to incur debt, incur liens, make investments, sell assets or declare or pay dividends on its capital stock. The financial covenants included in the credit facility, among other things, limit the amount of capital expenditures the Company can make, set forth maximum leverage and net funded debt ratios for the Company and a minimum fixed charge coverage ratio, and also require the Company to maintain a minimum amount of consolidated EBITDA. In addition, the credit facility includes customary events of default. The Company was in compliance with the covenants in the SunTrust credit facility as of September 30, 2017.

Note F – Fair Value of Financial Instruments

We state cash equivalents at cost, which approximates fair market value. The carrying values for receivables from clients, unbilled receivables, accounts payable, deferred revenue and other accrued liabilities reasonably approximate fair market value due to the nature of the financial instrument and the short-term maturity of these items.

We record bank debt, if any, as of the period end date based on the effective borrowing rate and repayment terms when originated. As of September 30, 2017, we had $13.6 million in bank debt outstanding, and we had no bank debt outstanding as of September 30, 2016. We believe the carrying value of the bank debt approximates its fair value. We considered the factors used in determining the fair value of this debt to be Level 3 inputs (significant unobservable inputs).

We had $4.0 million of business acquisition obligations as of September 30, 2017, and no such obligations as of September 30, 2016. Our business acquisition obligations represent the estimated fair value of the deferred consideration and projected earn-out payments due as of the end of the recording period. We determine the estimated fair value of business acquisition obligations based on our projections of future revenue and profits or other factors used in the calculation of the ultimate payment(s) to be made. The discount rate that we use to value the liability is based on specific business risk, cost of capital, and other factors. We consider these factors to be Level 3 inputs (significant unobservable inputs).

We state certain assets at fair value on a nonrecurring basis as required by GAAP. Generally, these assets are recorded at fair value on a nonrecurring basis as a result of impairment charges.

Note G – Commitments and Contingencies

Legal Proceedings

We are party to a variety of legal proceedings arising in the normal course of business. While the results of these proceedings cannot be predicted with certainty, management believes that the final outcome of these proceedings will not have a material adverse effect on our financial position, results of operations or cash flows.

13

PRGX GLOBAL, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

Note H – Income Taxes

Reported income tax expense in each period primarily results from taxes on the income of foreign subsidiaries. The effective tax rates generally differ from the expected tax rate due primarily to the Company’s deferred tax asset valuation allowance on the domestic earnings and taxes on income of foreign subsidiaries.

Significant judgment is required in evaluating our uncertain tax positions and determining our provision for income taxes. In addition, we are subject to the continuous examination of our income tax returns by the Internal Revenue Service in the U.S. and other tax authorities. We regularly assess the likelihood of adverse outcomes resulting from these examinations to determine the adequacy of our provision for income taxes.

We apply a “more-likely-than-not” recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. We refer to GAAP for guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. In accordance with FASB ASC 740, our policy for recording interest and penalties associated with tax positions is to record such items as a component of income before income taxes. A number of years may elapse before a particular tax position is audited and finally resolved or when a tax assessment is raised. The number of years subject to tax assessments also varies by tax jurisdiction.

Note I - Business Acquisitions

Cost & Compliance Associates

In February 2017, we completed the acquisition of substantially all of the assets of Cost & Compliance Associates, LLC and Cost & Compliance Associates Limited (collectively “C&CA”). C&CA is a commercial recovery audit and contract compliance firm with operations in the U.S. and the UK. At the closing of the transaction, we paid approximately $10.0 million in cash. In addition, we may be required to pay earnout consideration in cash over a period of two years, based on the performance of the acquired business and our contract compliance business following closing. The aggregate consideration we may be required to pay in connection with this acquisition cannot exceed $18.0 million.

We have recorded C&CA’s assets and liabilities acquired based on our preliminary estimates of their fair values as of the acquisition date. The estimated fair value of C&CA assets acquired and resulting goodwill are subject to adjustment as we finalize our fair value analysis. We expect to complete our fair value determinations no later than the fourth quarter of 2017. There may be differences compared to those amounts reflected in our consolidated financial statements as of September 30, 2017 as we finalize our fair value analysis and such changes could be material.

Based on our preliminary estimates, the purchase price exceeded the aggregate estimated fair value of the acquired assets at the acquisition date by $8.8 million, which amount has been allocated and recognized as goodwill within our Recovery Audit Services - Americas business segment. None of the goodwill associated with the acquisition is deductible for income tax purposes and, as such, no deferred taxes have been recorded related to goodwill.

The preliminary allocation of the purchase price to the estimated fair values of assets acquired and liabilities assumed is presented below (in thousands):

Accounts receivable, net	$	1,611
Unbilled revenue	8
Commissions receivable	48
Prepaid expenses	78
Goodwill	8,801
Net fixed assets	323
Other current assets	12
Total assets	10,881
Accounts payable	342
Accrued commissions	507
Taxes payable	44
Total liabilities	893
Total purchase price	$	9,988

14

We are still reviewing the valuation of the C&CA acquisition, in particular the value of any potential earnout due to C&CA, the value and useful lives of any long-lived assets acquired from C&CA and any potential deferred tax assets or liabilities associated with the valuation.

The revenue and net income of C&CA from the acquisition date through September 30, 2017 are presented below (in thousands) and included in our consolidated statements of operations. These amounts are not necessarily indicative of the results of operations that C&CA would have realized if it had continued to operate as a stand-alone company during the period presented, primarily due to costs that are now reflected in our unallocated corporate costs and not allocated to C&CA.

Revenue	$	7,833
Net income from continuing operations	$	1,397

As required by ASC 805, the following unaudited pro forma statements of operations for the nine months ended September 30, 2017 and 2016 give effect to the C&CA acquisition as if it had been completed on January 1, 2016. The unaudited pro forma financial information is presented for illustrative purposes only and is not necessarily indicative of what the operating results actually would have been during the periods presented had the C&CA acquisition been completed on January 1, 2016. In addition, the unaudited pro forma financial information does not purport to project future operating results. This information is preliminary in nature and subject to change based on final purchase price adjustments. The pro forma revenue and net (loss) income do not reflect: (1) any anticipated synergies (or costs to achieve synergies) or (2) the impact of non-recurring items directly related to the C&CA acquisition. The information presented below is in thousands:

	Nine Months Ended
	September 30, 2017			September 30, 2016
Revenue	$	115,385		$	113,403
Net (loss) income from continuing operations	$	(1,766	)	$	5,044

Lavante

In October 2016, we acquired Lavante, Inc. ("Lavante"), a SaaS-based supplier of SIM and recovery audit services firm, for a net purchase price of $3.8 million. Lavante’s assets consist primarily of its proprietary software applications.

We have recorded Lavante's assets acquired and liabilities assumed based on our preliminary estimates of their fair values at the acquisition date. The determination of the fair values of the assets acquired and liabilities assumed (and the related determination of estimated lives of depreciable and amortizable tangible and identifiable intangible assets) requires significant judgment and estimates. The estimates and assumptions used include the projected timing and amount of future cash flows and discount rates reflecting risk inherent in the future cash flows. The estimated fair values of Lavante's assets acquired and liabilities assumed and resulting goodwill are subject to adjustment as we finalize our fair value analysis. We expect to complete our fair value determinations no later than the fourth quarter of 2017. We do not currently expect our fair value determinations to change materially; however, there may be differences compared to those amounts reflected in our consolidated financial statements as of December 31, 2016 as we finalize our fair value analysis and such changes could be material.

Based on our preliminary estimates, the purchase price exceeded the aggregate estimated fair value of the acquired assets and assumed liabilities by $2.3 million, which amount has been allocated and recognized as goodwill within our Adjacent Service business segment. None of the goodwill associated with the acquisition is deductible for income tax purposes and, as such, no deferred taxes have been recorded related to goodwill.

15

The preliminary allocation of the purchase price to the estimated fair values of assets acquired and liabilities assumed is presented below (in thousands):

Cash and cash equivalents	$	28
Account receivables	207
Other current assets	92
Goodwill	2,286
Intangible assets	6,178
Fixed assets	98
Total assets	8,889
Accounts payable	121
Deferred revenue	370
Other current liabilities	757
Total liabilities	1,248
Total purchase price	$	3,809

Our estimates of the fair values of identifiable intangible assets are presented below (in thousands):

	Fair values at October 31, 2016		Remaining useful lives (in months)
Trademarks	$	163	48
Patents	114		12
Software	5,901		48
Total intangible assets	$	6,178

In general, intangible assets include trade names, trademarks, copyrights, patents, customer contacts and/or relationships, developed technology (computer software), technological know-how, and brand names. When estimating the value of such assets, we consider the future income stream associated with the specific asset, taking into account the asset's estimated remaining life, average annual anticipated rate of return, and market rates of return. Often, an income approach such as a multi-period excess earnings model or distributor model will be used.

We may also consider the market price of comparable assets recently sold or the asking prices for similar assets currently for sale. This methodology involves researching the industry to determine if comparable companies pay or receive royalties for rights associated with the use of the asset. The royalty rates charged or received are then used as valuation benchmarks. The relief from royalty method is often used in the valuation of assets involving fair royalty rates (e.g., trademarks, patents, etc.).

The cost approach analyzes the current cost to re-create or duplicate an asset minus the decrease in value due to the passage of time or obsolescence. For example, when valuing a trademark (when it is not the primary asset acquired), we calculate the costs that would have been incurred over the years in establishing consumer recognition and perception of quality, service and reliability. We also consider the legal costs incurred in registering the asset.

16

As required by ASC 805, the following unaudited pro forma statements of operations for the nine months ended September 30, 2016 give effect to the Lavante acquisition as if it had been completed on January 1, 2016. The unaudited pro forma financial information is presented for illustrative purposes only and is not necessarily indicative of what the operating results actually would have been during the period presented had the Lavante acquisition been completed on January 1, 2016. In addition, the unaudited pro forma financial information does not purport to project future operating results. This information is preliminary in nature and subject to change based on final purchase price adjustments. The pro forma revenue and net loss do not reflect: (1) any anticipated synergies (or costs to achieve synergies) or (2) the impact of non-recurring items directly related to the Lavante acquisition. The information presented below is in thousands:

	Nine Months Ended September 30, 2016
Revenue	$	103,780
Net loss from continuing operations	$	(2,178	)

Note J – Subsequent Events

None

17

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Introduction

PRGX Global, Inc. is a global leader in recovery audit and spend analytics services, providing services to support and enhance our clients' Source-to-Pay ("S2P") business processes. At the heart of our client services portfolio is the core capability of mining client data to deliver "actionable insights." Actionable insights allow our clients to improve their financial performance by reducing costs, improving business processes, managing risks and increasing profitability.

Our services include recovery audit, spend advisory, spend analytics and supplier information management ("SIM") services. We serve clients in more than 30 countries and conduct our operations through three reportable segments: Recovery Audit Services - Americas, Recovery Audit Services - Europe/Asia-Pacific and Adjacent Services. The Recovery Audit Services - Americas segment represents recovery audit services we provide in the United States, Canada and Latin America. The Recovery Audit Services - Europe/Asia-Pacific segment represents recovery audit services we provide in Europe, Asia and the Pacific region. The Adjacent Services segment includes spend analytics and advisory services, SIM services, and our PRGX OPTIX^TM suite of analytics tools. We include the unallocated portion of corporate selling, general and administrative expenses not specifically attributable to the three reportable segments in Corporate Support.

Recovery auditing is a business service focused on finding overpayments created by errors in payment transactions, such as missed or inaccurate discounts, allowances and rebates, vendor pricing errors, erroneous coding and duplicate payments. Recovery audit services are part of the broader S2P services market space, focused on the payment side of the S2P market.

Generally, we earn our recovery audit revenue on a contingent fee basis by identifying overpayments made by our clients, assisting our clients in recovering the overpayments from their vendors, and collecting a specified percentage of the recoveries from our clients as our fee. The fee percentage we earn is based on specific contracts with our clients that generally also specify: (a) time periods covered by the audit; (b) the nature and extent of services we are to provide; and (c) the client’s responsibilities to assist and cooperate with us. Clients generally recover claims by either taking credits against outstanding payables or future purchases from the relevant vendors, or receiving refund checks directly from those vendors. The manner in which a claim is recovered by a client is often dictated by industry practice. In addition, many clients establish client-specific procedural guidelines that we must satisfy prior to submitting claims for client approval. Our recovery audit business also includes contract compliance services which focus on auditing complex supplier billings against large services, construction and licensing contracts, and is relevant to a large portion of our client base. Such services include verification of the accuracy of third party reporting, appropriateness of allocations and other charges in cost or revenue sharing types of arrangements, adherence to contract covenants and other risk mitigation requirements and numerous other reviews and procedures to assist our clients with proper monitoring and enforcement of the obligations of their contractors. Services in our Adjacent Services segment can be project-based (advisory services), which are typically billed on a rates and hours basis, or subscription-based (software-as-a-service or "SaaS" offerings), which are billed on a monthly basis.

We earn the vast majority of our recovery audit revenue from clients in the retail industry due to many factors, including the high volume of transactions and the complicated pricing and allowance programs typical in this industry. Changes in consumer spending associated with economic fluctuations generally impact our recovery audit revenue to a lesser degree than they affect individual retailers due to several factors, including:

• Diverse client base - our clients include a diverse mix of discounters, grocery, online, pharmacy, department and other stores that tend to be impacted to varying degrees by general economic fluctuations, and even in opposite directions from each other depending on their position in the market and their market segment;

• Motivation - when our clients experience a downturn, they frequently are more motivated to use our services to recover prior overpayments to make up for relatively weaker financial performance in their own business operations;

• Nature of claims - the relationship between the dollar amount of recovery audit claims identified and client purchases is non-linear. Claim volumes are generally impacted by purchase volumes, but a number of other factors may have an even more significant impact on claim volumes, including new items being purchased, changes in discount, rebate, marketing allowance and similar programs offered by vendors and changes in a client’s or a vendor’s information systems; and

• Timing - the client purchase data on which we perform our recovery audit services is historical data that typically reflects transactions between our clients and their vendors that took place 3 to 15 months prior to the data being provided to us for audit. As a result, we generally experience a delayed impact from economic changes that varies by client and the impact may be positive or negative depending on the individual clients’ circumstances.

18

We have processes in place to mitigate the financial impact arising from fluctuations in our businesses. These processes include reviewing and monitoring financial and operational results through our internal reporting, devoting substantial efforts to develop an improved service delivery model to enable us to more cost effectively serve our clients, and maintaining the flexibility to control the compensation-related portions of our cost structure.

While the net impact of the economic environment on our recovery audit revenue is difficult to determine or predict, we believe that for the foreseeable future, our revenue will remain at a level that will allow us to continue investing in our growth strategy. Included in our growth strategy are our investments in innovation through our audit strategy team, developing and enhancing our technology platforms and improved operational processes within our recovery audit business. In addition, we continue to pursue the expansion of our business beyond retail recovery audit services by growing the portion of our business that provides recovery audit services to enterprises other than retailers, which we refer to as our commercial business; growing our contract compliance service offerings; expanding into new industry verticals, such as telecommunications, pharmaceuticals and resources; and growing our Adjacent Services which includes our global PRGX OPTIX^TM analytics solutions and our SIM services offering. We believe that our recovery audit business uniquely positions us to create value for clients and gives us a competitive advantage over other players in the broader S2P market for four fundamental reasons:

• We already have the clients' spend data - we serve a large and impressive list of very large, multinational companies in our core recovery audit business, which requires access to and processing of these clients' detailed S2P data on a daily, weekly or at least periodic basis;

• We know the clients' spend data and underlying processes - the work we do in recovery audit requires that we fully understand our clients’ systems, buying practices, receiving and payment procedures, as well as their suppliers’ contracting, performance and billing practices;

• We take a different perspective in analyzing the clients' spend data - we look "horizontally" across our clients' processes and organizational structures versus "vertically", which is how most companies are organized and enterprise resource planning systems are designed; and

• Our contingent fee recovery audit value proposition minimizes our clients' cost of entry and truly aligns us with our clients.

As our clients’ data volumes and complexity levels continue to grow, we are using our deep data management experience to develop new actionable insight solutions, as well as to develop custom analytics and data transformation services. Taken together, our in-depth understanding of our clients’ S2P data and our technology-based solutions provide multiple routes to help our clients achieve greater profitability. Our Adjacent Services business targets client functional and process areas where we have established expertise, enabling us to provide services to finance, merchandising and procurement executives to improve working capital, optimize purchasing leverage in vendor pricing negotiations, improve insight into product margin and true cost of goods for resale, identify and manage risks associated with vendor compliance, improve quality of vendor master data and improve visibility and diagnostics of direct and indirect spend.

In an effort to accelerate our growth and expand our technology offerings within Adjacent Services, during the fourth quarter of 2016, we acquired Lavante, Inc. ("Lavante"), a SaaS-based SIM and recovery audit services firm based in San Jose, California. We recently announced a multi-year SaaS technology and managed services contract based on our Lavante SIM platform. We believe this solution highlights our competitive advantage resulting from integrating recovery audit data and knowledge with market leading technology applications to deliver expanded client value.

In the first quarter of 2017 we completed the acquisition of substantially all of the assets of Cost & Compliance Associates, LLC and Cost & Compliance Associates Limited (collectively, "C&CA"), a commercial recovery audit and contract compliance firm with operations in the U.S. and the UK. The C&CA acquisition was immediately accretive to PRGX’s profitability, significantly increased our market share within the commercial industry and brings a rich set of global clients and a skilled and experienced workforce.

Earlier in the year we launched our PRGX OPTIX™ suite of analytics tools. The PRGX OPTIX^TM suite facilitates S2P business decisions through actionable, data-enabled insights that are delivered through four primary modules - Product, Payment, Spend and Supplier. Each of these modules is powered by the core PRGX OPTIX^TM platform that provides the ability to process and visualize S2P data delivered via a SaaS interface.

Discontinued Operations

As of December 31, 2015, the Company discontinued its Healthcare Claims Recovery Audit business. PRGX entered into agreements with third parties to fulfill its Medicare RAC program subcontract obligations to audit Medicare payments and provide support for claims appeals and assigned its remaining Medicaid contract to another party. The Company will continue to incur

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certain expenses while the current Medicare RAC contracts are still in effect. The discussions and financial results in this Report have been adjusted to reflect the discontinued business.

Non-GAAP Financial Measures

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

Results of Operations from Continuing Operations

The following table sets forth the percentage of revenue represented by certain items in the Company’s Condensed Consolidated Statements of Operations from continuing operations (Unaudited) for the periods indicated:

	Three Months Ended September 30,				Nine Months Ended September 30,
	2017		2016		2017		2016
Revenue	100.0	%	100.0	%	100.0	%	100.0	%
Operating expenses:
Cost of revenue	62.8		63.7		65.7		66.3
Selling, general and administrative expenses	28.7		28.1		29.8		27.9
Depreciation of property and equipment	2.7		3.9		3.0		3.8
Amortization of intangible assets	1.7		1.1		1.9		1.2
Total operating expenses	95.9		96.8		100.4		99.2
Operating income (loss)	4.1		3.2		(0.4	)	0.8
Foreign currency transaction gains on short-term intercompany balances	(1.0	)	(0.5	)	(1.7	)	(1.0	)
Interest expense (income), net	0.3		—		0.2		—
Other loss (income)	—		—		(0.2	)	(0.1	)
Income (loss) before income taxes	4.8		3.7		1.3		1.9
Income tax expense (benefit)	2.2		(1.9	)	2.1		—
Net income (loss)	2.6	%	5.6	%	(0.8	)%	1.9	%

Three and Nine Months Ended September 30, 2017 Compared to the Corresponding Period of the Prior Year from Continuing Operations

Revenue. Revenue was as follows (in thousands):

	Three Months Ended September 30,				Nine Months Ended September 30,
	2017		2016		2017		2016
Recovery Audit Services – Americas	$	30,705	$	25,719	$	81,641	$	72,408
Recovery Audit Services – Europe/Asia-Pacific	10,837		8,736		29,441		26,683
Adjacent Services	925		682		3,464		2,570
Total	$	42,467	$	35,137	$	114,546	$	101,661

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Total revenue for the three months ended September 30, 2017increased by $7.3 million, or 20.8%, compared to the same period in 2016. Total revenue for the nine months ended September 30, 2017increased by $12.9 million, or 12.7%, compared to the same period in 2016. On a constant dollar basis adjusted for changes in foreign currency exchange rates, consolidated revenue from continuing operations for the three and nine months ended September 30, 2017 increased 19.2% and 13.0%, respectively, when compared to the same periods in 2016. The 2017 amounts include revenue from the C&CA and Lavante acquired businesses which were not in the prior year amounts. Excluding revenue from these acquired businesses, revenue from continuing operations for the three months ended September 30, 2017 increased 9.0% and for the nine months ended September 30, 2017 increased 4.0% on a year-over-year constant dollar basis.

Below is a discussion of our revenue for our three reportable segments.

Recovery Audit Services – Americas revenue, including revenue from the C&CA and Lavante acquired businesses, increased by $5.0 million, or 19.4%, for the three months ended September 30, 2017 compared to the same period in 2016. For the nine months ended September 30, 2017, revenue increased by $9.2 million, or 12.8% compared to the same period in 2016. Excluding revenue from the acquired businesses, revenue for this segment increased 6.7% for the three months ended September 30, 2017 and increased 4.9% for the nine months ended September 30, 2017 on a year-over-year constant dollar basis. Revenue from existing clients in the three months ended September 30, 2017 increased 7.6% compared to the same period in 2016. Revenue from new clients, including clients acquired as part of the C&CA and Lavante acquisitions, in the three months ended September 30, 2017 increased 10.5% compared to the same period in 2016. Revenue from existing clients in the nine months ended September 30, 2017 increased by 2.6% compared to the same period in 2016. Revenue from new clients, including clients acquired as part of the C&CA and Lavante acquisitions, in the nine months ended September 30, 2017 increased 10.1% compared to the same period in 2016.

Recovery Audit Services – Europe/Asia-Pacific revenue, including revenue from the C&CA and Lavante acquired businesses increased by $2.1 million, or 24.0%, for the three months ended September 30, 2017 compared to the same period in 2016. For the nine months ended September 30, 2017, revenue increased by $2.8 million or 10.3% compared to the same period in 2016. Excluding revenue from the C&CA acquired business, revenue for this segment was largely unchanged for the three months ended September 30, 2017 and increased 2.0% for the nine months ended September 30, 2017 on a year-over-year constant dollar basis. Revenue from our existing clients in the three months ended September 30, 2017 increased 9.2% compared to the same period in 2016. Revenue from new clients in the three months ended September 30, 2017 increased 9.6% compared to the same period in 2016, which was primarily due to the clients acquired as part of the C&CA acquisition. Revenue from existing clients in the nine months ended September 30, 2017 increased 7.6% compared to the same period in 2016. Revenue from new clients in the nine months ended September 30, 2017 increased 10.5% compared to the same period in 2016, which was primarily due to the clients acquired as part of the C&CA acquisition.

Adjacent Services revenue, including revenue from the Lavante SIM acquired business, increased by $0.2 million, or 35.7%, for the three months ended September 30, 2017 compared to the same period in 2016. For the nine months ended September 30, 2017, revenue increased by $0.9 million, or 34.8%. Excluding the 2017 Lavante SIM revenue, on a year-over-year constant dollar basis Adjacent Services revenue increased by 13.5% for the three months ended September 30, 2017 and increased 15.3% for the nine months ended September 30, 2017.

Cost of Revenue (“COR”). COR consists principally of commissions and other forms of variable compensation we pay to our auditors based primarily on the level of overpayment recoveries and/or profit margins derived therefrom, fixed auditor salaries, compensation paid to various types of hourly support staff and salaries for operational and client service managers for our recovery audit services and our Adjacent Services businesses. COR also includes other direct and indirect costs incurred by these personnel, including office rent, travel and entertainment, telephone, utilities, maintenance and supplies and clerical assistance. A significant portion of the components comprising COR is variable and will increase or decrease with increases or decreases in revenue.

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COR was as follows (in thousands):

	Three Months Ended September 30,				Nine Months Ended September 30,
	2017		2016		2017		2016
Recovery Audit Services – Americas	$	18,552	$	14,787	$	51,154	$	44,737
Recovery Audit Services – Europe/Asia-Pacific	6,650		6,284		19,553		18,657
Adjacent Services	1,473		1,296		4,599		4,050
Total	$	26,675	$	22,367	$	75,306	$	67,444

On a consolidated basis, COR as a percentage of revenue was 62.8% and 63.7% for the three months ended September 30, 2017 and 2016, respectively, and 62.6% and 61.8% for the nine months ended September 30, 2017 and 2016, respectively. Excluding COR associated with the Lavante and C&CA acquired businesses, COR increased 5.3% for the three months ended September 30, 2017 and increased 1.4%, for the nine months ended September 30, 2017 on a constant dollar basis, compared to the prior year.

COR as a percentage of revenue for Recovery Audit Services – Americas was 60.3% and 57.5% for the three months ended September 30, 2017 and 2016, respectively, and 62.7% and 61.8% for the nine months ended September 30, 2017 and 2016, respectively. The increase in the 2017 third quarter compared to the prior year is due to the COR associated with the increased revenue in the quarter and the COR costs associated with the acquisition of C&CA not in the prior year.

COR as a percentage of revenue for Recovery Audit Services – Europe/Asia-Pacific was 61.4% and 71.9% for the three months ended September 30, 2017 and 2016, respectively, and 66.4%, and 69.9% for the nine months ended September 30, 2017 and 2016, respectively. The improvement in the 2017 third quarter compared to the same period in the prior year is primarily due to the revenue mix between Retail and Commercial, where our Commercial revenue increased in 2017 incurring a lower COR due to the structure of that service line.

COR as a percentage of revenue for Recovery Audit Services – Europe/Asia-Pacific is generally higher than COR as a percentage of revenue for Recovery Audit Services – Americas primarily due to differences in service delivery models, scale and geographic fragmentation. The Recovery Audit Services – Europe/Asia-Pacific segment generally serves fewer clients in each geographic market and on average generates lower revenue per client than those served by the Company’s Recovery Audit Services – Americas segment.

Adjacent Services COR relates primarily to our continued investments in service delivery, which consist mainly of fixed personnel costs. With increases in revenue, COR as a percentage of revenue improved to 159.2% for the three months ended September 30, 2017 from 190.0% for the same period in 2016, and improved to 132.8% for the nine months ended September 30, 2017 from 157.6% for the same period in 2016.

Selling, General and Administrative Expenses (“SG&A”). SG&A expenses for all segments other than Corporate Support include the expenses of sales and marketing activities, information technology services and allocated corporate data center costs, human resources, legal, accounting, administration, foreign currency transaction gains and losses other than those relating to short-term intercompany balances and gains and losses on asset disposals. Corporate Support SG&A represents the unallocated portion of SG&A expenses which are not specifically attributable to our segment activities and include the expenses of information technology services, the corporate data center, human resources, legal, accounting, treasury, administration and stock-based compensation charges.

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SG&A expenses were as follows (in thousands):

	Three Months Ended September 30,				Nine Months Ended September 30,
	2017		2016		2017		2016
Recovery Audit Services – Americas	$	2,662	$	2,132	$	7,320	$	6,434
Recovery Audit Services – Europe/Asia-Pacific	2,114		1,265		5,247		4,402
Adjacent Services	910		321		3,040		666
Subtotal for reportable segments	5,686		3,718		15,607		11,502
Corporate Support	6,503		6,165		18,542		16,849
Total	$	12,189	$	9,883	$	34,149	$	28,351

Recovery Audit Services – Americas SG&A expenses increased by $0.5 million and $0.9 million for the three and nine months ended September 30, 2017, respectively, compared to the same periods in 2016. The increases are primarily the result of increased payroll and related costs not associated with the Lavante or C&CA acquired business.

Recovery Audit Services – Europe/Asia-Pacific SG&A increased by $0.8 million for the three months ended September 30, 2017 compared to the same period in 2016 and increased by $0.8 million for the nine months ended September 30, 2017 compared to the same period in 2016. The increase in the three-month period and nine-month periods were primarily driven by additional expenses associated with the Lavante and C&CA acquired businesses.

Adjacent Services SG&A increased approximately $0.6 million and $2.4 million in the three and nine months ended September 30, 2017, respectively, compared to the same periods in 2016. These increases are primarily due to the costs associated with the Lavante SIM business, which were not included in the prior year amounts.

Corporate Support SG&A increased$0.3 million and $1.7 million for the three and nine months ended September 30, 2017, respectively, compared to the same period in 2016. These increases are primarily due to increased stock-based compensation expense in the 2017 periods.

Depreciation of property and equipment. Depreciation of property and equipment was as follows (in thousands):

	Three Months Ended September 30,				Nine Months Ended September 30,
	2017		2016		2017		2016
Recovery Audit Services – Americas	$	789	$	935	$	2,478	$	2,863
Recovery Audit Services – Europe/Asia-Pacific	161		141		453		379
Adjacent Services	183		300		531		582
Total	$	1,133	$	1,376	$	3,462	$	3,824

The overall decrease in depreciation relates primarily to the mix and timing of our capital expenditures and the associated useful lives for such purchases.

Amortization of intangible assets. Amortization of intangible assets was as follows (in thousands):

	Three Months Ended September 30,				Nine Months Ended September 30,
	2017		2016		2017		2016
Recovery Audit Services – Americas	$	329	$	373	$	986	$	1,118
Recovery Audit Services – Europe/Asia-Pacific	—		—		—		—
Adjacent Services	393		20		1,180		64
Total	$	722	$	393	$	2,166	$	1,182

The increase in amortization expense for the three and nine months ended September 30, 2017 compared to the same periods in 2016 is primarily due to the increase in intangible assets from the acquisition of Lavante partially offset by the end of the finite lives of certain intangible assets.

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Foreign Currency Transaction (Gains) Losses on Short-Term Intercompany Balances. Foreign currency transaction gains and losses on short-term intercompany balances result from fluctuations in the exchange rates for foreign currencies and the U.S. dollar and the impact of these fluctuations, primarily on balances payable by our foreign subsidiaries to their U.S. parent. Substantial changes from period to period in foreign currency exchange rates may significantly impact the amount of such gains and losses. The strengthening of the U.S. dollar relative to other currencies results in recorded losses on short-term intercompany balances receivable from our foreign subsidiaries while the relative weakening of the U.S. dollar results in recorded gains. In the three and nine months ended September 30, 2017, we recorded foreign currency transaction gains of $0.4 million and $1.9 million, respectively, on short-term intercompany balances. In the three and nine months ended September 30, 2016, we recorded gains of $0.2 million and of $1.0 million, respectively, on short-term intercompany balances.

Net Interest Expense (Income) & Other Income. The change in net interest expense (income) for the three and nine months ended September 30, 2017 compared to the same periods in 2016 was due to increased borrowings under the Company's credit facility for the acquisitions of Lavante and C&CA.

Income Tax Expense. Our income tax expense amounts as reported in the accompanying Condensed Consolidated Financial Statements (Unaudited) do not reflect amounts that normally would be expected due to several factors. The most significant of these factors is that for U.S. tax reporting purposes we have net operating loss carryforwards and other tax attributes which created deferred tax assets on our balance sheet. We reduce our deferred tax assets 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. Generally, these factors result in our recording no net income tax expense or benefit relating to our operations in the United States. Reported income tax expense for the three and nine months ended September 30, 2017 and 2016 primarily results from taxes on the income of certain of our foreign subsidiaries.

Adjusted EBITDA. We evaluate the performance of our reportable segments based upon revenue and measures of profit or loss we refer to as EBITDA and Adjusted EBITDA. We define Adjusted EBITDA as earnings from continuing operations before interest and taxes (“EBIT”), adjusted for depreciation and amortization (“EBITDA”), and then further adjusted for unusual and other significant items that management views as distorting the operating results of the various segments from period to period. Such adjustments include restructuring charges, stock-based compensation, bargain purchase gains, acquisition-related charges and benefits (acquisition transaction costs, acquisition obligations classified as compensation, and fair value adjustments to acquisition-related contingent consideration), tangible and intangible asset impairment charges, certain litigation costs and litigation settlements, certain severance charges and foreign currency transaction gains and losses on short-term intercompany balances viewed by management as individually or collectively significant.

Reconciliations of net income (loss) to each of EBIT, EBITDA and Adjusted EBITDA for the periods included in this Report are as follows (in thousands):

	Three Months Ended September 30,						Nine Months Ended September 30,
	2017			2016			2017			2016
Net income (loss)	$	1,077		$	2,150		$	(1,096	)	$	2,052
Income tax expense (benefit)	930			(685		)	2,436			(21		)
Interest expense (income), net	142			(14		)	227			(55		)
EBIT	2,149			1,451			1,567			1,976
Depreciation of property and equipment	1,133			1,376			3,462			3,824
Amortization of intangible assets	722			393			2,166			1,182
EBITDA	4,004			3,220			7,195			6,982
Foreign currency transaction gains on short-term intercompany balances	(418		)	(165		)	(1,927		)	(976		)
Transformation severance and related expenses	692			420			1,592			1,179
Other loss (income)	17			(168		)	(177		)	(139		)
Stock-based compensation	2,107			1,424			5,362			3,223
Adjusted EBITDA	$	6,402		$	4,731		$	12,045		$	10,269

Adjusted EBITDA for the three months ended September 30, 2017 was $6.4 million, or 15.1% of revenue, compared to Adjusted EBITDA of $4.7 million, or 13.5% of revenue, for the same period in the prior year. The 2017 amount includes a loss associated with the Lavante SIM business of approximately $0.6 million for the three months ended September 30, 2017, which is consistent with our previous guidance. Excluding the 2017 impact of the Lavante and C&CA acquired businesses which are not part of our prior

24

year financial statements, Adjusted EBITDA for the three months ended September 30, 2017 increased approximately 39.9% on a constant dollar basis compared to the same period in the prior year.

Adjusted EBITDA for the nine months ended September 30, 2017 was $12.0 million, or 10.5% of revenue, compared to Adjusted EBITDA of $10.3 million, or 10.0% of revenue, for the same period in the prior year. The 2017 amount includes a loss associated with the Lavante SIM business of approximately $2.2 million for the nine months ended September 30, 2017, which is consistent with our previous guidance. Excluding the 2017 impact of the Lavante and C&CA acquired businesses which are not part of our prior year financial statements, Adjusted EBITDA in the nine months ended September 30, 2017 increased approximately 24.1% on a constant dollar basis compared to the same period in the prior year.

Transformation severance and related expenses for the three months ended September 30 2017 increased by $0.3 million and for the nine months ended September 30, 2017 increased $0.4 million compared to the same period in 2016. Transformation severance and related expenses fluctuate with staff reductions and lease expenses associated with vacating office space across all segments in order to reduce our cost structure.

Stock-based compensation for the three months and nine months ended September 30, 2017 increased $0.7 million and $2.1 million, respectively, compared to the same period in 2016 due primarily to the effect of year-over-year increases in our stock price on the cost associated with unvested performance-based restricted stock units.

We include a detailed calculation of Adjusted EBITDA by segment in Note D of “Notes to Consolidated Financial Statements” in Item 1 of this Form 10-Q. A summary of Adjusted EBITDA by segment, excluding discontinued operations, for the three and nine months ended September 30, 2017 and 2016 is as follows (in thousands):

	Three Months Ended September 30,						Nine Months Ended September 30,
	2017			2016			2017			2016
Recovery Audit Services – Americas	$	9,540		$	8,894		$	23,480		$	21,754
Recovery Audit Services – Europe/Asia-Pacific	2,433			1,376			5,223			3,908
Adjacent Services	(1,198		)	(797		)	(3,870		)	(2,008		)
Subtotal for reportable segments	10,775			9,473			24,833			23,654
Corporate Support	(4,373		)	(4,742		)	(12,788		)	(13,385		)
Total	$	6,402		$	4,731		$	12,045		$	10,269

Recovery Audit Services – Americas Adjusted EBITDA increased by $0.7 million, or 7.3%, for the three months ended September 30, 2017 compared to the same period in 2016 and increased $1.7 million, or 7.9%, for the nine months ended September 30, 2017 compared to the same period in 2016. The increase in both the three and nine month periods is primarily due to higher revenue in the segment during the three and nine months ended September 30, 2017 compared to the same periods in 2016. These increases are primarily due to the higher revenue in the segment for the 2017 periods compared to the same periods in 2016.

Recovery Audit Services – Europe/Asia-Pacific Adjusted EBITDA increased by $1.1 million, or 76.8%, for the three months ended September 30, 2017, compared to the same period in 2016, and increased $1.3 million, or 33.6%, for the nine months ended September 30, 2017, compared to the same period in 2016. These increases are primarily due to the higher revenue in the segment for the 2017 periods compared to the same periods in 2016.

Adjacent Services Adjusted EBITDA decreased $0.4 million for the three months ended September 30, 2017 and $1.9 million for the nine months ended September 30, 2017, compared to the same periods in 2016. These decreases are primarily due to the additional SG&A expenses associated with the Lavante business.

Corporate Support Adjusted EBITDA improved by $0.3 million for the three months ended September 30, 2017 and by $0.6 million for the nine months ended September 30, 2017 compared to the same periods in 2016 primarily due to reduced payroll and related expenses.

Liquidity and Capital Resources

Cash and cash equivalents include all cash balances and highly liquid investments with an initial maturity of three months or less from the date of purchase. We place our temporary cash investments with high credit quality financial institutions. At times, certain investments may be in excess of the Federal Deposit Insurance Corporation (“FDIC”) insurance limit or otherwise may not be covered by FDIC insurance. Some of our cash and cash equivalents are held at banks in jurisdictions outside the U.S. that

25

have restrictions on transferring such assets outside of these countries on a temporary or permanent basis. Such restricted net assets are not material to our consolidated net assets.

As of September 30, 2017, we had $11.9 million in cash and cash equivalents and $13.6 million of borrowings under our revolving credit facility with SunTrust. As of September 30, 2017, the limit on our revolving credit facility was $35 million and we had $21.4 million of availability for additional borrowings. As of September 30, 2017, the Company was in compliance with the covenants in its SunTrust credit facility. We amended the SunTrust credit facility in January 2014, December 2014, December 2016 and May 2017 as further described in Secured Credit Facility below.

The $11.9 million in cash and cash equivalents includes $2.1 million held at banks in the U.S. and the remainder held at banks in other jurisdictions, primarily, in Mexico, Canada, the United Kingdom, India, Australia, France and Brazil. Certain foreign jurisdictions restrict the amount of cash that can be transferred to the U.S. or impose taxes and penalties on such transfers of cash. To the extent we have excess cash in foreign jurisdictions that could be used in, or is needed by, our operations in the U.S., we may incur significant penalties and/or taxes to repatriate these funds. Generally, we have not provided for deferred taxes on the undistributed earnings of international subsidiaries as we consider these earnings to be permanently reinvested. However, we do not consider the earnings of our Canadian subsidiary to be permanently reinvested, and have provided deferred taxes relating to the potential repatriation of the funds held in Canada.

Our cash and cash equivalents as of September 30, 2017 included short-term investments of approximately $2.5 million, the majority of which was held at banks outside of the United States, primarily in Brazil and Canada.

Operating Activities. Net cash provided by operating activities was $3.6 million for the nine months ended September 30, 2017. The net cash provided by operating activities was $6.2 million for the nine months ended September 30, 2016. These amounts consist of two components, specifically, net loss adjusted for certain non-cash items (such as depreciation, amortization, stock-based compensation expense, and deferred income taxes) and changes in assets and liabilities, primarily working capital, as follows (in thousands):

	Nine Months Ended September 30,
	2017			2016
Net (loss) income	$	(2,125	)	$	1,138
Adjustments for certain non-cash items	9,139			5,790
	7,014			6,928
Changes in operating assets and liabilities	(3,457		)	(754		)
Net cash provided by operating activities	$	3,557		$	6,174

The decrease in net cash from operating activities in the nine months ended September 30, 2017 compared to the same period in 2016 is primarily the result of the payment of incentive compensation during the first quarter of 2017 based on the previous year's financial performance. No comparable annual incentive compensation was paid during 2016 for 2015 performance.

We include an itemization of these changes in our Condensed Consolidated Statements of Cash Flows (Unaudited) in Item 1 of this Form 10-Q.

Investing Activities. Net cash used for property and equipment capital expenditures was $6.4 million and $4.6 million for the nine months ended September 30, 2017 and 2016, respectively. These capital expenditures primarily related to investments we made to upgrade our information technology infrastructure and develop new analytics tools.

Capital expenditures are discretionary and we currently expect to continue to make capital expenditures to enhance our information technology infrastructure and analytics tools in 2017. Should we experience changes in our operating results, we may alter our capital expenditure plans.

In addition to capital expenditures, we completed the acquisition of C&CA during the first quarter of 2017, and borrowed approximately $10.0 million under the SunTrust revolving credit facility to complete the acquisition.

Financing Activities. Net cash provided by financing activities was $10.6 million for the nine months ended September 30, 2017. Net cash used by financing activities was $3.8 million for the nine months ended September 30, 2016. The net cash provided by financing activities in 2017 was due primarily to $10.0 million in net borrowings under our SunTrust credit facility to fund the acquisition of C&CA during the first quarter of 2017. The net cash used by financing activities in 2016 was due primarily to stock repurchases.

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Secured Credit Facility

On January 19, 2010, we entered into a four-year revolving credit and term loan agreement with SunTrust Bank (“SunTrust”). The SunTrust credit facility initially consisted of a $15.0 million committed revolving credit facility and a $15.0 million term loan. The SunTrust credit facility is guaranteed by the Company and its domestic subsidiaries and is secured by substantially all of our assets. Borrowing availability under the SunTrust revolver at December 31, 2016 was $20.0 million. As of December 31, 2016, we had $3.6 million in outstanding borrowings under the SunTrust revolver. The SunTrust term loan required quarterly principal payments of $0.8 million from March 2010 through December 2013, and a final principal payment of $3.0 million in January 2014 that we paid in December 2013.

On January 17, 2014, we entered into an amendment of the SunTrust credit facility that increased the committed revolving credit facility from $15.0 million to $25.0 million, lowered the applicable margin to a fixed rate of 1.75%, eliminated the provision limiting availability under the credit facility based on eligible accounts receivable, increased our stock repurchase program limit, and extended the scheduled maturity of the credit facility to January 16, 2015 (subject to earlier termination as provided therein). We also paid a commitment fee of 0.5% per annum, payable quarterly, on the unused portion of the $25.0 million credit facility through the next amendment date.

On December 23, 2014, we entered into an amendment of the SunTrust credit facility that reduced the committed revolving credit facility from $25.0 million to $20.0 million. The credit facility bears interest at a rate per annum comprised of a specified index rate based on one-month LIBOR, plus an applicable margin (which was set as 1.75% per annum pursuant to this amendment). The index rate is determined as of the first business day of each calendar month. With the provision of a fixed applicable margin of 1.75% per the amendment of the SunTrust credit facility, the interest rate at December 31, 2016 was approximately 2.4%. The credit facility included two financial covenants (a maximum leverage ratio and a minimum fixed charge coverage ratio) that would apply only if we had borrowings under the credit facility that arose or remained outstanding during the final 30 calendar days of any fiscal quarter. These financial covenants also will be tested, on a modified pro forma basis, in connection with each new borrowing under the credit facility. This amendment also extended the scheduled maturity of the revolving credit facility to December 23, 2017 and lowered the commitment fee to 0.25% per annum, payable quarterly, on the unused portion of the revolving credit facility.

On December 21, 2016, we entered into an amendment of the SunTrust credit facility in order to clarify certain definitions and other terms of the facility.

On May 4, 2017, we entered into an amendment of the SunTrust credit facility, that, among other things, (i) increased the aggregate principal amount of the committed revolving credit facility from $20.0 million to $35.0 million through December 31, 2018, which amount will be reduced to $30.0 million thereafter, (ii) extended the maturity date of the credit facility to December 31, 2019, (iii) added customary provisions to reflect European Union “bail-in” directive compliance language, and (iv) modified the financial covenants applicable to the Company during the remaining term of the credit facility by (A) revising the maximum leverage ratio and minimum fixed charge coverage ratio and (B) adding an additional financial covenant requiring the Company to maintain a minimum amount of consolidated adjusted EBITDA. In addition, the applicable margin used to determine the interest rate per annum on outstanding borrowings under the credit facility, and the ongoing commitment fee payable on the unused portion of the revolving credit facility commitment, both of which previously had been fixed percentages per annum, have been amended and both now will vary based upon our quarterly leverage ratio calculation under the SunTrust credit facility.

The SunTrust credit facility includes customary affirmative, negative, and financial covenants binding on the Company, including delivery of financial statements and other reports, maintenance of existence, and transactions with affiliates. The negative covenants limit the ability of the Company, among other things, to incur debt, incur liens, make investments, sell assets or declare or pay dividends on its capital stock. The financial covenants included in the SunTrust credit facility, among other things, limit the amount of capital expenditures the Company can make, set forth maximum leverage and net funded debt ratios for the Company and a minimum fixed charge coverage ratio, and also require the Company to maintain minimum consolidated earnings before interest, taxes, depreciation and amortization. In addition, the SunTrust credit facility includes customary events of default. As of September 30, 2017, we had $13.6 million in outstanding borrowings under the SunTrust revolver. The Company was in compliance with the covenants in the SunTrust credit facility as of September 30, 2017.

We believe that we will have sufficient borrowing capacity and cash generated from operations to fund our capital and operational needs for at least the next twelve months.

Stock Repurchase Program

On February 21, 2014, our Board of Directors authorized a stock repurchase program under which we could repurchase up to $10.0 million of our common stock from time to time through March 31, 2015. On March 25, 2014, our Board of Directors authorized a $10.0 million increase to the stock repurchase program, bringing the total amount of common stock that we could repurchase under the program to $20.0 million. On October 24, 2014, our Board of Directors authorized a $20.0 million increase

27

to the stock repurchase program, increasing the total stock repurchase program to $40.0 million, and extended the duration of the program to December 31, 2015. During October 2015, our Board of Directors authorized an additional $10.0 million increase to the stock repurchase program, increasing the total stock repurchase program to $50.0 million, and extended the duration of the program to December 31, 2016. In December 2016, our Board of Directors authorized an additional $10.0 million increase to the stock repurchase program, increasing the total stock repurchase program to $60.0 million, and extended the duration of the program to December 31, 2017. From the February 2014 announcement of the Company’s current stock repurchase program through September 30, 2017, the Company has repurchased 8.6 million shares, or 28.7%, of its common stock outstanding on the date of the original announcement of the program, for an aggregate cost of $44.5 million. These shares were retired and accounted for as a reduction to Shareholders' equity in the Condensed Consolidated Balance Sheet (Unaudited). Direct costs incurred to acquire the shares are included in the total cost of the shares.

The timing and amount of future repurchases, if any, will depend upon the Company’s stock price, the amount of the Company’s available cash, regulatory requirements, and other corporate considerations. The Company may initiate, suspend or discontinue purchases under the stock repurchase program at any time.

Off-Balance Sheet Arrangements

As of September 30, 2017, the Company did not have any material off-balance sheet arrangements, as defined in Item 303(a)(4)(ii) of the SEC’s Regulation S-K.

Critical Accounting Policies

We describe the Company’s significant accounting policies in Note 1 of Notes to Consolidated Financial Statements of the Company’s Annual Report on Form 10-K for the year ended December 31, 2016. We consider certain of these accounting policies to be “critical” to the portrayal of the Company’s financial position and results of operations, as they require the application of significant judgment by management. As a result, they are subject to an inherent degree of uncertainty. We identify and discuss these “critical” accounting policies in the Management’s Discussion and Analysis of Financial Condition and Results of Operations section of the Company’s Annual Report on Form 10-K for the year ended December 31, 2016. Management bases its estimates and judgments on historical experience and on various other factors that management believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. On an ongoing basis, management evaluates its estimates and judgments, including those considered “critical”. Management has discussed the development, selection and evaluation of accounting estimates, including those deemed “critical,” and the associated disclosures in this Form 10-Q with the Audit Committee of the Board of Directors.

28

Forward-Looking Statements

Some of the information in this Form 10-Q contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, which statements involve substantial risks and uncertainties including, without limitation, statements regarding: (1) future results of operations or of the Company’s financial condition, (2) the adequacy of the Company’s current working capital and other available sources of funds, (3) the Company's goals and plans for the future, including its strategic initiatives and growth opportunities, (4) expectations regarding future revenue trends, and (5) the expected impact of the Company’s decision to exit the Company's Healthcare Claims Recovery Audit Services business. 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. Risks and uncertainties that may potentially impact these forward-looking statements include, without limitation, those set forth under Part I, Item 1A “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2016 and its other periodic reports filed with the Securities and Exchange Commission. The Company disclaims any obligation or duty to update or modify these forward-looking statements.

There may be events in the future, however, that the Company cannot accurately predict or over which the Company has no control. The risks and uncertainties listed in this section, as well as any cautionary language in this Form 10-Q, 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 above as risks and uncertainties and elsewhere in this Form 10-Q could have a material adverse effect on our business, financial condition and results of operations.

29

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Foreign Currency Market Risk. Our reporting currency is the U.S. dollar, although we transact business in various foreign locations and currencies. As a result, our financial results could be significantly affected by factors such as changes in foreign currency exchange rates or weak economic conditions in the foreign markets in which we provide our services. Our operating results are exposed to changes in exchange rates between the U.S. dollar and the currencies of the other countries in which we operate. When the U.S. dollar strengthens against other currencies, the value of foreign functional currency revenue decreases. When the U.S. dollar weakens, the value of the foreign functional currency revenue increases. Overall, we are a net receiver of currencies other than the U.S. dollar and, as such, benefit from a weaker dollar. We therefore are adversely affected by a stronger dollar relative to major currencies worldwide. During the three months ended September 30, 2017, we recognized $4.0 million of operating income from operations located outside the U.S., virtually all of which was originally accounted for in currencies other than the U.S. dollar. Upon translation into U.S. dollars, such operating income would increase or decrease, assuming a hypothetical 10% change in weighted-average foreign currency exchange rates against the U.S. dollar, by approximately $0.4 million for the three months ended September 30, 2017. We currently do not have any arrangements in place to hedge our foreign currency risk.

Interest Rate Risk. Our interest income and expense are sensitive to changes in the general level of U.S. interest rates. In this regard, changes in U.S. interest rates affect the interest earned on our cash equivalents as well as interest paid on amounts outstanding under our revolving credit facility, if any. As of September 30, 2017, we had $13.6 million outstanding against our revolving credit facility. Interest on our revolving credit facility is payable monthly and accrues at an index rate using the one-month LIBOR rate plus an applicable margin. Assuming full utilization of the revolving credit facility, a hypothetical 100 basis point change in interest rates applicable to the revolver would result in an approximate $0.35 million change in annual pre-tax income.

30

Item 4. Controls and Procedures

The Company carried out an evaluation, under the supervision and with the participation of its management, including the Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company’s “disclosure controls and procedures” (as defined in the Exchange Act Rule 13a-15(e)) as of the end of the period covered by this Report. Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were effective as of September 30, 2017.

There were no changes in the Company’s internal control over financial reporting during the quarter ended September 30, 2017 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

31

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

We are party to a variety of legal proceedings arising in the normal course of business. While the results of these proceedings cannot be predicted with certainty, management believes that the final outcome of these proceedings will not have a material adverse effect on our financial position, results of operations or cash flows.

Item 1A. Risk Factors

There have been no material changes in the risks facing the Company as described in the Company’s Form 10-K for the year ended December 31, 2016.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

The Company’s current credit facility prohibits the payment of any cash dividends on the Company’s capital stock.

The following table sets forth information regarding the purchases of the Company’s equity securities made by or on behalf of the Company or any affiliated purchaser (as defined in Exchange Act Rule 10b-18) during the three months ended September 30, 2017.

2017	Total Number of Shares Purchased (a)	Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	Maximum Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs
					(millions of dollars)
July 1 - July 31		$	—	—	$	—
August 1 - August 31		$	—	—	$	—
September 1 - September 30	5,558	$	7.20	—	$	—
	5,558	$	7.20	—	$	15.5

(a) Amount represents shares surrendered by employees to satisfy tax withholding obligations resulting from restricted stock awards that vested during the three months ended September 30, 2017.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

None.

32

Item 6. Exhibits

Exhibit Number	Description
3.1	Restated Articles of Incorporation of the Registrant, as amended and corrected through August 11, 2006 (restated solely for the purpose of filing with the Commission) (incorporated by reference to Exhibit 3.1 to the Registrant’s Form 8-K filed on August 17, 2006).
3.1.1	Articles of Amendment of the Registrant effective January 20, 2010 (incorporated by reference to Exhibit 3.1 to the Registrant’s Form 8-K filed on January 25, 2010).
3.2	Amended and Restated Bylaws of the Registrant (incorporated by reference to Exhibit 3.1 to the Registrant’s Form 8-K filed on December 11, 2007).
4.1	Specimen Common Stock Certificate (incorporated by reference to Exhibit 4.1 to the Registrant’s Form 10-K for the year ended December 31, 2001).
4.2	See Restated Articles of Incorporation and Bylaws of the Registrant, filed as Exhibits 3.1 and 3.2, respectively.
31.1	Certification of the Chief Executive Officer, pursuant to Rule 13a-14(a) or 15d-14(a), for the quarter ended September 30, 2017.
31.2	Certification of the Chief Financial Officer, pursuant to Rule 13a-14(a) or 15d-14(a), for the quarter ended September 30, 2017.
32.1	Certification of the Chief Executive Officer and Chief Financial Officer, pursuant to 18 U.S.C. Section 1350, for the quarter ended September 30, 2017.
101.INS	XBRL Instance Document
101.SCH	XBRL Taxonomy Extension Schema
101.CAL	XBRL Taxonomy Extension Calculation Linkbase
101.DEF	XBRL Taxonomy Extension Definition Linkbase
101.LAB	XBRL Taxonomy Extension Label Linkbase
101.PRE	XBRL Taxonomy Extension Presentation Linkbase

33

SIGNATURES

Pursuant to the requirements 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.

	PRGX GLOBAL, INC.
November 8, 2017	By:	/s/ Ronald E. Stewart
		Ronald E. Stewart
		President, Chief Executive Officer, Director (Principal Executive Officer)
November 8, 2017	By:	/s/ Peter Limeri
		Peter Limeri
		Chief Financial Officer and Treasurer (Principal Financial Officer)

34

EX-31.1

EXHIBIT 31.1

CERTIFICATION

I, Ronald E. Stewart, certify that:

1. I have reviewed this Form 10-Q of PRGX Global, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; and

(b) Designed such internal control over financial reporting or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; and

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

November 8, 2017	By:	/s/ Ronald E. Stewart
		Ronald E. Stewart
		President, Chief Executive Officer, Director (Principal Executive Officer)

EX-31.2

EXHIBIT 31.2

CERTIFICATION

I, Peter Limeri, certify that:

1. I have reviewed this Form 10-Q of PRGX Global, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; and

(b) Designed such internal control over financial reporting or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; and

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

November 8, 2017	By:	/s/ Peter Limeri
		Peter Limeri
		Chief Financial Officer and Treasurer (Principal Financial Officer)

EX-32.1

EXHIBIT 32.1

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 906

OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of PRGX Global, Inc. (the “Company”) on Form 10-Q for the period ended September 30, 2017 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Ronald E. Stewart, President and Chief Executive Officer of the Company and I, Peter Limeri, Chief Financial Officer and Treasurer, certify pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that to the best of the undersigned’s knowledge: (1) the Report fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934; and (2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

November 8, 2017	By:	/s/ Ronald E. Stewart
		Ronald E. Stewart
		President, Chief Executive Officer, Director (Principal Executive Officer)
November 8, 2017	By:	/s/ Peter Limeri
		Peter Limeri
		Chief Financial Officer and Treasurer (Principal Financial Officer)

XML

Document and Entity Information - shares	9 Months Ended
	Sep. 30, 2017	Nov. 03, 2017
Document and Entity Information [Abstract]
Entity Registrant Name	PRGX GLOBAL, INC.
Entity Central Index Key	0001007330
Document Type	10-Q
Document Period End Date	Sep. 30, 2017
Amendment Flag	false
Document Fiscal Year Focus	2017
Document Fiscal Period Focus	Q3
Current Fiscal Year End Date	--12-31
Entity Filer Category	Accelerated Filer
Entity Common Stock, Shares Outstanding		22,394,734

XML

Condensed Consolidated Statements of Operations (Unaudited) - USD ($) shares in Thousands, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2017	Jun. 30, 2017	Sep. 30, 2017	Sep. 30, 2016
Income Statement [Abstract]
Revenue	$ 42,467	$ 35,137	$ 114,546	$ 101,661
Operating expenses:
Cost of revenue	26,675	22,367	75,306	67,444
Selling, general and administrative expenses	12,189	9,883	34,149	28,351
Depreciation of property and equipment	1,133	1,376	3,462	3,824
Amortization of intangible assets	722	393	2,166	1,182
Total operating expenses	40,719	34,019	115,083	100,801
Operating income (loss) from continuing operations	1,748	1,118	(537)	860
Foreign currency transaction gains on short-term intercompany balances	(418)	(165)	(1,927)	(976)
Interest expense (income), net	142	(14)	227	(55)
Other loss (income)	17	(168)	(177)	(140)
Income from continuing operations before income taxes	2,007	1,465	1,340	2,031
Income tax expense (benefit)	930	(685)	2,436	(21)
Net income (loss) from continuing operations	1,077	2,150	(1,096)	2,052
Discontinued operations (Note D)
(Loss) income from discontinued operations	(344)	133	(1,029)	(914)
Other loss (income)	0	0	0	0
Income tax expense (benefit)	0	0	0	0
Net (loss) income from discontinued operations	(344)	133	(1,029)	(914)
Net income (loss)	$ 733	$ 2,283	$ (2,125)	$ 1,138
Basic loss per common share (Note B)
Basic loss from continuing operations (in usd per share)	$ 0.05	$ 0.10	$ (0.05)	$ 0.09
Basic loss from discontinued operations (in usd per share)	(0.02)	0.01	(0.05)	(0.04)
Total basic loss per common share (in usd per share)	0.03	0.11	(0.10)	0.05
Diluted earnings (loss) per common share (Note B)
Diluted loss from continuing operations (in usd per share)	0.05	0.10	(0.05)	0.09
Diluted loss from discontinued operations (in usd per share)	(0.02)	0.01	(0.05)	(0.04)
Total diluted loss per common share (in usd per share)	$ 0.03	$ 0.11	$ (0.10)	$ 0.05
Weighted-average common shares outstanding (Note B)
Basic (shares)	22,498	21,847	22,225	22,084
Diluted (shares)	22,761	21,874	22,225	22,114

XML

Condensed Consolidated Statements of Comprehensive Income (Loss) (Unaudited) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2017	Jun. 30, 2017	Sep. 30, 2017	Sep. 30, 2016
Comprehensive Income (Loss), Net of Tax, Attributable to Parent [Abstract]
Net income (loss)	$ 733	$ 2,283	$ (2,125)	$ 1,138
Foreign currency translation adjustments	64	(242)	(230)	(729)
Comprehensive income (loss)	$ 797	$ 2,041	$ (2,355)	$ 409

XML

Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Sep. 30, 2017	Dec. 31, 2016
Current assets:
Cash and cash equivalents	$ 11,932	$ 15,723
Restricted cash	109	47
Contract receivables, less allowances of $1,773 in 2017 and $799 in 2016:
Billed	33,467	29,186
Unbilled	1,548	2,278
Receivables Net	35,015	31,464
Employee advances and miscellaneous receivables, less allowances of $314 in 2017 and $500 in 2016	2,263	2,184
Total receivables	37,278	33,648
Prepaid expenses and other current assets	4,837	3,363
Total current assets	54,156	52,781
Property and equipment	70,299	63,325
Less accumulated depreciation and amortization	(54,930)	(51,089)
Property and equipment, net	15,369	12,236
Goodwill	22,824	13,823
Intangible assets, less accumulated amortization of $38,921 in 2017 and $36,128 in 2016	8,840	10,998
Noncurrent portion of unbilled receivables	868	854
Deferred income taxes	2,212	2,269
Other assets	281	513
Total assets	104,550	93,474
Current liabilities:
Accounts payable and accrued expenses	7,669	7,299
Accrued payroll and related expenses	14,801	13,868
Refund liabilities	7,768	7,900
Deferred revenue	1,727	1,330
Current portion of debt (Note E)	48	3,600
Business acquisition obligations	2,078	2,078
Total current liabilities	34,091	36,075
Long-term debt (Note E)	13,677	0
Noncurrent refund liabilities	775	804
Other long-term liabilities	2,389	4,205
Total liabilities	50,932	41,084
Commitments and contingencies (Note G)
Shareholders’ equity (Note B):
Common stock, no par value; $.01 stated value per share. Authorized 50,000,000 shares; 22,390,734 shares issued and outstanding at September 30, 2017 and 21,845,920 shares issued and outstanding at December 31, 2016	224	218
Additional paid-in capital	578,695	575,118
Accumulated deficit	(525,358)	(523,233)
Accumulated other comprehensive income	57	287
Total shareholders’ equity	53,618	52,390
Total liabilities and shareholders’ equity	$ 104,550	$ 93,474

XML

Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands	Sep. 30, 2017	Dec. 31, 2016
Statement of Financial Position [Abstract]
Allowances for contract receivables	$ 1,773	$ 799
Allowances for employee advances and miscellaneous receivables	314	500
Accumulated amortization on intangible assets	$ 38,921	$ 36,128
Common stock, par value (usd per share)
Common stock, stated value per share (usd per share)	$ 0.01	$ 0.01
Common stock, shares authorized (shares)	50,000,000	50,000,000
Common stock, shares issued (shares)	22,390,734	21,845,920
Common stock, shares outstanding (shares)	22,390,734	21,845,920

XML

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016
Cash flows from operating activities:
Net income (loss)	$ (2,125)	$ 1,138
Adjustments to reconcile net (loss) income to net cash provided by operating activities:
Depreciation and amortization	5,628	5,017
Amortization of deferred loan costs	76	0
Stock-based compensation expense	5,362	3,224
Deferred income taxes	0	(1,475)
Foreign currency transaction gains on short-term intercompany balances	(1,927)	(976)
Changes in operating assets and liabilities, net of effects of acquisitions:
Restricted cash	(62)	(51)
Billed receivables	(1,437)	(451)
Unbilled receivables	724	(18)
Prepaid expenses and other current assets	(1,258)	(1,274)
Other assets	342	(44)
Accounts payable and accrued expenses	2,180	1,287
Accrued payroll and related expenses	(2,499)	(35)
Refund liabilities	(163)	44
Deferred revenue	397	(161)
Other long-term liabilities	(1,681)	(51)
Net cash provided by operating activities	3,557	6,174
Cash flows from investing activities:
Business acquisition, net of cash acquired	(10,128)	0
Purchases of property and equipment, net of disposal proceeds	(6,433)	(4,648)
Net cash used in investing activities	(16,561)	(4,648)
Cash flows from financing activities:
Proceeds from revolving facility	12,500	0
Proceeds from revolving facility	(2,500)	0
Payment of deferred loan cost	(157)	0
Restricted stock repurchased from employees for withholding taxes	(100)	(218)
Proceeds from option exercises	862	132
Repurchase of common stock	0	(3,762)
Net cash provided by (used in) financing activities	10,605	(3,848)
Effect of exchange rates on cash and cash equivalents	(1,392)	370
Net (decrease) increase in cash and cash equivalents	(3,791)	(1,952)
Cash and cash equivalents at beginning of period	15,723	15,122
Cash and cash equivalents at end of period	11,932	13,170
Supplemental disclosure of cash flow information:
Cash paid during the period for interest	146	40
Cash paid during the period for income taxes, net of refunds received	$ 668	$ 1,068

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Basis of Presentation

9 Months Ended

Sep. 30, 2017

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Basis of Presentation

Basis of Presentation

The accompanying Condensed Consolidated Financial Statements (Unaudited) of PRGX Global, Inc. and its wholly owned subsidiaries have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") for interim financial information and with the instructions for Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three and nine month periods ended September 30, 2017 are not necessarily indicative of the results that may be expected for the year ending December 31, 2017.

Except as otherwise indicated or unless the context otherwise requires, “PRGX,” “we,” “us,” “our” and the “Company” refer to PRGX Global, Inc. and its subsidiaries. For further information, refer to the Consolidated Financial Statements and Notes thereto included in the Company’s Form 10-K for the year ended December 31, 2016.

New Accounting Standards

A summary of the new accounting standards issued by the Financial Accounting Standards Board (“FASB”) and included in the Accounting Standards Codification (“ASC”) that apply to PRGX is set forth below:

FASB ASC Update No. 2017-04 - In January 2017, the FASB issued Accounting Standards Update 2017-04, Intangibles-Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment. The standard removes the second step of the two step test used to determine an impairment of goodwill. Under the new standard, an entity only compares the fair value of the reporting unit to the carrying amount, including goodwill, and records the amount of goodwill impairment as the excess of a reporting unit's carrying amount over its fair value, not to exceed the total amount of goodwill allocated to the reporting unit. The standard will become effective for the Company beginning January 1, 2020. The Company is currently assessing the impact adoption of this standard will have on its consolidated results of operations, financial condition, cash flows, and financial statement disclosures.

FASB ASC Update No. 2016-02 - In February 2016, the FASB issued Accounting Standards Update 2016-02, Leases (Topic 842). The standard requires the recognition of lease assets and lease liabilities by lessees for those leases classified as operating leases. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition. The standard requires lessors to classify leases as either sales-type, finance or operating. A sales-type lease occurs if the lessor transfers all of the risks and rewards, as well as control of the underlying asset, to the lessee. If risks and rewards are conveyed without the transfer of control, the lease is treated as a financing lease. If the lessor does not convey risks and rewards or control, an operating lease results. The standard will become effective for the Company beginning January 1, 2019. The Company is currently assessing the impact adoption of this standard will have on its consolidated results of operations, financial condition, cash flows, and financial statement disclosures.

FASB ASC Update No. 2014-9 and additional updates - In May 2014, the FASB issued an accounting standards update with new guidance on recognizing revenue from contracts with customers.  The standards update outlines a single comprehensive model for an entity to utilize to recognize revenue when it transfers goods or services to customers in an amount that reflects the consideration that will be received in exchange for the goods and services.  Additional disclosures will also be required to enable users to understand the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers. In 2016, the FASB issued accounting standards updates to address implementation issues and to clarify the guidance for identifying performance obligations, licenses and determining if a company is the principal or agent in a revenue arrangement. The standard will become effective for the Company beginning January 1, 2018.  

We are continuing to work towards establishing policies, updating our processes and implementing necessary changes to data and processes to be able to comply with the new requirements. Based on the results of our assessment to date, we do not expect that the new standard will result in significant changes to our revenue recognition.  Our initial evaluation is that revenue from our Recovery Audit segments, which is a majority of our revenues, would not be materially impacted by the adoption of this standard. 

While we are continuing to assess all potential impacts of the standard, we currently believe the most significant impact relates to additional disclosures related to qualitative and quantitative information concerning the nature, amount, timing, and any uncertainty of revenue and cash flows from contracts with customers, the capitalization of costs of commissions, upfront contract costs, and other contract acquisition-based and contract fulfillment costs on the consolidated balance sheets.

We will continue our evaluation of the standards update through the date of adoption.

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Earnings (Loss) Per Common Share

9 Months Ended

Sep. 30, 2017

Earnings Per Share [Abstract]

Earnings (Loss) Per Common Share

Earnings (Loss) Per Common Share

The following table sets forth the computations of basic and diluted earnings (loss) per common share for the three and nine months ended September 30, 2017 and 2016 (in thousands, except per share data):

	Three Months Ended September 30,					Nine Months Ended September 30,
Basic earnings (loss) per common share:	2017			2016		2017			2016
Numerator:
Net earnings (loss) from continuing operations	$	1,077		$	2,150	$	(1,096	)	$	2,052
Net (loss) earnings from discontinued operations	$	(344	)	$	133	$	(1,029	)	$	(914	)
Denominator:
Weighted-average common shares outstanding	22,498			21,847		22,225			22,084
Effect of dilutive securities from stock-based compensation plans	263			27		—			30
Weighted-average diluted common shares outstanding	22,761			21,874		22,225			22,114
Basic earnings (loss) per common share from continuing operations	$	0.05		$	0.10	$	(0.05	)	$	0.09
Basic earnings (loss) per common share from discontinued operations	(0.02		)	0.01		(0.05		)	(0.04		)
Total basic earnings (loss) per common share	$	0.03		$	0.11	$	(0.10	)	$	0.05
Diluted earnings (loss) per common share from continuing operations	$	0.05		$	0.10	$	(0.05	)	$	0.09
Diluted earnings (loss) per common share from discontinued operations	(0.02		)	0.01		(0.05		)	(0.04		)
Total diluted earnings (loss) per common share	$	0.03		$	0.11	$	(0.10	)	$	0.05

For the periods presented that generated a net loss, basic and diluted net loss per share are the same, as any additional common stock equivalents would be anti-dilutive. For the three months ended September 30, 2017, there were 1.9 million of anti-dilutive stock options and 1.9 million of anti-dilutive shares underlying restricted stock units that were excluded from the calculation of weighted average diluted common shares outstanding. For the three months ended September 30, 2016, there were 2.8 million of anti-dilutive stock options and 2.7 million of anti-dilutive shares underlying restricted stock units that were excluded from the calculation of weighted average diluted shares outstanding. For the nine-month period ended September 30, 2016, there were 2.8 million of anti-dilutive shares underlying stock options and 2.0 million of anti-dilutive shares underlying restricted stock units that were excluded from the calculation of weighted average diluted common shares outstanding.

We repurchased no shares of our common stock under our stock repurchase program during the three and nine months ended September 30, 2017. During the three and nine months ended September 30, 2016, we repurchased less than 0.1 million shares and 0.9 million shares of our common stock for $0.1 million and $3.8 million, respectively, under our stock repurchase program.

Pursuant to exercises of outstanding stock options, we issued 16,000 shares of our common stock having a value of approximately $0.1 million in the three months ended September 30, 2017 and 183,460 shares of our common stock having a value of approximately $0.9 million in the nine months ended September 30, 2017. In connection with stock option exercises, we issued no shares of our common stock in the three months ended September 30, 2016, and 46,896 shares of our common stock having a value of less than $0.1 million in the nine months ended September 30, 2016.

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Stock-Based Compensation

9 Months Ended

Sep. 30, 2017

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

Stock-Based Compensation

Stock-Based Compensation

The Company has two stock-based compensation plans, the 2008 Equity Incentive Plan ("2008 EIP") and the 2017 Equity Incentive Compensation Plan ("2017 EICP") of which only the 2008 EIP has awards that were outstanding in the relevant periods. We describe the 2008 EIP in the Company’s Annual Report on Form 10–K for the fiscal year ended December 31, 2016. For all periods presented herein, awards granted outside any shareholder-approved plan are referred to as inducement awards.

At the 2017 annual meeting of the Company's shareholders, held on June 27, 2017, the shareholders approved the 2017 EICP. Under the 2017 EICP, the Company may grant awards that include stock options (both incentive stock options and nonqualified stock options), stock appreciation rights, restricted stock, deferred stock, restricted stock units, performance units, performance shares, dividend equivalents, bonus shares, and other stock based or cash based awards. The maximum number of shares of common stock that may be issued pursuant to awards under the 2017 EICP is 3,400,000 shares plus the number of shares of common stock subject to awards granted under the 2008 EIP that were outstanding when the 2017 EICP became effective and that thereafter again become available for grant. However, the total number of shares of common stock that may be delivered pursuant to the exercise of incentive stock options granted under the 2017 EICP shall not exceed 3,400,000 shares.

No additional awards may be granted under the 2008 EIP after approval by the Company's shareholders of the 2017 EICP on June 27, 2017.

2008 EIP Awards and Inducement Awards

Stock options, including those granted under the 2008 EIP and inducement awards, generally have a term of seven years and vest in equal annual increments over the vesting period, which typically is three years for employees and one year for directors. The following table summarizes stock option activity for the nine months ended September 30, 2017.

Options	Shares		Weighted- Average Exercise Price (Per Share)		Weighted- Average Remaining Contractual Term	Aggregate Intrinsic Value ($ 000’s)
Outstanding at January 1, 2017	3,420,385		$	6.26	4.3 years	$	1,204
Granted(1)	460,566		6.22
Exercised	(183,460	)	5.03			$	253
Forfeited	(438,004	)	6.09
Expired	(54,865	)	4.90
Outstanding at September 30, 2017	3,204,622		$	6.37	4.1 years	$	2,459
Exercisable at September 30, 2017	2,596,301		$	6.51	3.5 years	$	1,730

(1) During the nine months ended September 30, 2017, 335,000 options were granted to employees as inducements for employment and 125,566 options were granted to the members of our Board of Directors. The weighted-average grant date fair value of options granted was $3.04 per share for the nine months ended September 30, 2017.

Nonvested stock awards, (restricted stock and restricted stock units), including those granted under the 2008 EIP and inducement awards, generally are nontransferable until vesting and the holders are entitled to receive dividends with respect to the nonvested shares. Prior to vesting, the grantees of restricted stock are entitled to vote the shares, but the grantees of restricted stock units are not entitled to vote the shares. Generally, nonvested stock awards with time-based vesting criteria vest in equal annual increments over the vesting period, which typically is three years for employees and one year for directors. Nonvested stock awards with performance based vesting criteria vest in accordance with specific performance criteria associated with the awards.

The following table summarizes nonvested stock award activity during the nine months endedSeptember 30, 2017.

Nonvested stock	Shares		Weighted Average Grant Date Fair Value (Per Share)
Nonvested at January 1, 2017	3,893,050		$	4.37
Granted(1)	792,930		6.32
Vested	(45,004	)	6.24
Forfeited	(2,391,422	)	4.05
Nonvested at September 30, 2017	2,249,554		$	5.35

(1) Includes grants to members of our board of directors of 29,920 shares of restricted stock and 21,259 restricted stock units, inducement grants of 41,000 shares of restricted stock and 59,000 performance-based restricted stock units, and grants to employees under the 2008 EIP of 310,139 shares of restricted stock, 56,812 restricted stock units, and 274,800 performance-based restricted stock units during the nine months ended September 30, 2017.

On March 30, 2017, six executive officers and six other senior leaders of the Company were granted 274,800 performance-based restricted stock units ("PBUs") under the 2008 EIP. Upon vesting, the PBUs will be settled by the issuance of Company common stock equal to 100% of the number of PBUs being settled. The PBUs vest and become payable based on revenue and the cumulative adjusted EBITDA that the Company (excluding the Healthcare Claims Recovery Audit business) achieves for the two-year performance period ending December 31, 2018. At the threshold performance level, 35% of the PBUs will become vested and payable and at the target performance level, 100% of the PBUs will become vested and payable. If performance falls between the stated performance levels, the percentage of PBUs that will become vested and payable will be based on straight-line interpolation between such stated performance levels (although the PBUs may not become vested and payable for more than 100% of the PBUs and no PBUs shall become vested and payable if performance does not equal or exceed the threshold performance level).

During May 2017, one executive officer and one senior leader of the Company were granted a total of 59,000 PBUs as inducement grants on substantially the same terms as the grant of PBUs made on March 30, 2017.

The PBUs granted during the nine months ended September 30, 2017 and during 2016 were expensed at the target performance level based upon management's estimates for the three and nine months ended September 30, 2017 and 2016.

Selling, general and administrative expenses for the nine months ended September 30, 2017 and 2016 include $5.4 million and $3.2 million, respectively, related to stock-based compensation charges. At September 30, 2017, there was $6.9 million of unrecognized stock-based compensation expense related to stock options, restricted stock awards and restricted stock unit awards which we expect to recognize over a weighted-average period of 1.7 years. The unrecognized stock-based compensation expense related to restricted stock unit awards with performance vesting criteria is based on our estimate of both the number of shares of the Company's common stock that will ultimately be issued and cash payments that will be made when the restricted stock units are settled.

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Operating Segments and Related Information

9 Months Ended

Sep. 30, 2017

Segment Reporting [Abstract]

Operating Segments and Related Information

Operating Segments and Related Information

We conduct our operations through the following three reportable segments:

Recovery Audit Services – Americas represents recovery audit services (other than Healthcare Claims Recovery Audit services) provided in the United States of America (“U.S.”), Canada and Latin America.

Recovery Audit Services – Europe/Asia-Pacific represents recovery audit services (other than Healthcare Claims Recovery Audit services) provided in Europe, Asia and the Pacific region.

Adjacent Services represents data transformation, spend analytics, PRGX OPTIX^TM,SIM services and associated advisory services.

Additionally, Corporate Support includes the unallocated portion of corporate selling, general and administrative expenses not specifically attributable to the three reportable segments.

During the fourth quarter of 2015, PRGX entered into agreements with third parties to fulfill its Medicare recovery audit contractor ("RAC") program subcontract obligations to audit Medicare payments and provide support for claims appeals and assigned its remaining Medicaid contract to another party. The Company will continue to incur certain expenses while the current Medicare RAC contracts are still in effect. As a result, the Healthcare Claims Recovery Audit services business has been reported as Discontinued Operations in accordance with GAAP.

Discontinued operations information for the three and nine months endedSeptember 30, 2017 and 2016 is as follows:

Results of Discontinued Operations	Three Months Ended September 30,						Nine Months Ended September 30,
(in thousands)	2017			2016			2017			2016
Revenue	$	—		$	5		$	—		$	(11	)
Cost of sales	337			(128		)	1,013			712
Selling, general and administrative expense	5			(4		)	10			180
Depreciation and amortization	2			4			6			11
(Loss) income from discontinued operations before income taxes	$	(344	)	$	133		$	(1,029	)	$	(914	)
Income tax expense	—			—			—			—
Net (loss) income from discontinued operations	$	(344	)	$	133		$	(1,029	)	$	(914	)

We evaluate the performance of our reportable segments based upon revenue and measures of profit or loss referred to as EBITDA and Adjusted EBITDA. We define Adjusted EBITDA as earnings from continuing operations before interest and taxes (“EBIT”), adjusted for depreciation and amortization (“EBITDA”), and then further adjusted for unusual and other significant items that management views as distorting the operating results of the various segments from period to period. Such adjustments include restructuring charges, stock-based compensation, bargain purchase gains, acquisition-related charges and benefits (acquisition transaction costs, acquisition obligations classified as compensation, and fair value adjustments to acquisition-related contingent consideration), tangible and intangible asset impairment charges, certain litigation costs and litigation settlements, certain severance charges and foreign currency transaction gains and losses on short-term intercompany balances viewed by management as individually or collectively significant. We do not have any inter-segment revenue.

Segment information for the three and nine months ended September 30, 2017 and 2016 (in thousands) is as follows:

	Recovery Audit Services – Americas			Recovery Audit Services – Europe/Asia- Pacific			Adjacent Services			Corporate Support			Total
Three Months Ended September 30, 2017
Revenue	$	30,705		$	10,837		$	925		$	—		$	42,467
Net income from continuing operations													1,077
Income tax expense													930
Interest expense (income), net													142
EBIT	$	8,539		$	2,289		$	(2,026	)	$	(6,653	)	$	2,149
Depreciation of property and equipment	789			161			183			—			1,133
Amortization of intangible assets	329			—			393			—			722
EBITDA	$	9,657		$	2,450		$	(1,450	)	$	(6,653	)	$	4,004
Other (income) loss	(11		)	—			(2		)	30			17
Foreign currency transaction (gains) losses on short-term intercompany balances	(155		)	(377		)	(6		)	120			(418		)
Transformation severance and related expenses	49			360			260			23			692
Stock-based compensation	—			—			—			2,107			2,107
Adjusted EBITDA	$	9,540		$	2,433		$	(1,198	)	$	(4,373	)	$	6,402

	Recovery Audit Services – Americas		Recovery Audit Services – Europe/Asia- Pacific			Adjacent Services			Corporate Support			Total
Three Months Ended September 30, 2016
Revenue	$	25,719	$	8,736		$	682		$	—		$	35,137
Net income from continuing operations												2,150
Income tax benefit												(685		)
Interest expense (income), net												(14		)
EBIT	$	7,371	$	1,274		$	(1,089	)	$	(6,105	)	$	1,451
Depreciation of property and equipment	935		141			300			—			1,376
Amortization of intangible assets	373		—			20			—			393
EBITDA	$	8,679	$	1,415		$	(769	)	$	(6,105	)	$	3,220
Other loss (income)	—		—			(168		)	—			(168		)
Foreign currency transaction losses (gains) on short-term intercompany balances	120		(227		)	1			(59		)	(165		)
Transformation severance and related expenses	95		188			139			(2		)	420
Stock-based compensation	—		—			—			1,424			1,424
Adjusted EBITDA	$	8,894	$	1,376		$	(797	)	$	(4,742	)	$	4,731

	Recovery Audit Services – Americas			Recovery Audit Services – Europe/Asia- Pacific			Adjacent Services			Corporate Support			Total
Nine Months Ended September 30, 2017
Revenue	$	81,641		$	29,441		$	3,464		$	—		$	114,546
Net loss from continuing operations													(1,096		)
Income tax expense													2,436
Interest expense (income), net													227
EBIT	$	20,110		$	5,754		$	(5,681	)	$	(18,616	)	$	1,567
Depreciation of property and equipment	2,478			453			531			—			3,462
Amortization of intangible assets	986			—			1,180			—			2,166
EBITDA	$	23,574		$	6,207		$	(3,970	)	$	(18,616	)	$	7,195
Other loss (income)	(11		)				(195		)	29			(177		)
Foreign currency transaction (gains) losses on short-term intercompany balances	(396		)	(1,566		)	(10		)	45			(1,927		)
Transformation severance and related expenses	313			582			305			392			1,592
Stock-based compensation	—			—			—			5,362			5,362
Adjusted EBITDA	$	23,480		$	5,223		$	(3,870	)	$	(12,788	)	$	12,045

	Recovery Audit Services – Americas			Recovery Audit Services – Europe/Asia- Pacific			Adjacent Services			Corporate Support			Total
Nine Months Ended September 30, 2016
Revenue	$	72,408		$	26,683		$	2,570		$	—		$	101,661
Net income from continuing operations													2,052
Income tax benefit													(21		)
Interest expense (income), net													(55		)
EBIT	$	17,364		$	4,032		$	(2,645	)	$	(16,775	)	$	1,976
Depreciation of property and equipment	2,863			379			582			—			3,824
Amortization of intangible assets	1,118			—			64			—			1,182
EBITDA	$	21,345		$	4,411		$	(1,999	)	$	(16,775	)	$	6,982
Other loss (income)	—			—			(140		)	—			(140		)
Foreign currency transaction gains on short-term intercompany balances	(108		)	(787		)	(7		)	(74		)	(976		)
Transformation severance and related expenses	516			284			138			241			1,179
Stock-based compensation	—			—			—			3,224			3,224
Adjusted EBITDA	$	21,753		$	3,908		$	(2,008	)	$	(13,384	)	$	10,269

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Debt

9 Months Ended

Sep. 30, 2017

Debt Disclosure [Abstract]

Debt

Debt

On January 19, 2010, we entered into a four-year revolving credit and term loan agreement with SunTrust Bank (“SunTrust”). The SunTrust credit facility initially consisted of a $15.0 million committed revolving credit facility and a $15.0 million term loan. The SunTrust term loan required quarterly principal payments of $0.8 million beginning in March 2010, and a final principal payment of $3.0 million due in January 2014 that we paid in December 2013. The SunTrust credit facility is guaranteed by the Company and all of its material domestic subsidiaries and secured by substantially all of the assets of the Company.

Prior to the January 2014 amendment to the SunTrust credit facility described below, amounts available under the SunTrust revolver were based on eligible accounts receivable and other factors. Interest on both the revolver and term loan was payable monthly and accrued at an index rate using the one-month LIBOR rate, plus an applicable margin as determined by the loan agreement. The applicable interest rate margin varied from 2.25% per annum to 3.5% per annum, dependent on our consolidated leverage ratio, and was determined in accordance with a pricing grid under the SunTrust loan agreement. We also paid a commitment fee of 0.5% per annum, payable quarterly, on the unused portion of the $15.0 million SunTrust revolving credit facility.

On January 17, 2014, we entered into an amendment of the SunTrust credit facility that increased the committed revolving credit facility from $15.0 million to $25.0 million, lowered the applicable margin to a fixed rate of 1.75%, eliminated the provision limiting availability under the revolving credit facility based on eligible accounts receivable and extended the scheduled maturity of the revolving credit facility to January 16, 2015 (subject to earlier termination as provided therein). We also paid a commitment fee of 0.5% per annum, payable quarterly, on the unused portion of the SunTrust revolving credit facility through the next amendment date.

On December 23, 2014, we entered into an amendment of the SunTrust credit facility that reduced the committed revolving credit facility from $25.0 million to $20.0 million. The credit facility bears interest at a rate per annum comprised of a specified index rate based on one-month LIBOR, plus an applicable margin (which was set at 1.75% per annum pursuant to this amendment). The index rate is determined as of the first business day of each calendar month with the provision of a fixed applicable margin of 1.75% per the amendment of the SunTrust credit facility. The credit facility included two financial covenants (a maximum leverage ratio and a minimum fixed charge coverage ratio) that would apply only if we had borrowings under the credit facility that arose or remained outstanding during the final 30 calendar days of any fiscal quarter. These financial covenants also will be tested, on a modified pro forma basis, in connection with each new borrowing under the credit facility. This amendment also extended the scheduled maturity of the revolving credit facility to December 23, 2017 and lowered the commitment fee to 0.25% per annum, payable quarterly, on the unused portion of the revolving credit facility. The weighted-average interest rate for the commitment fee due on the revolving credit facility was 0.25% in 2016 and 2015.

On December 21, 2016, we entered into an amendment of the SunTrust credit facility in order to clarify certain definitions and other terms of the facility.

On October 31, 2016, the Company borrowed $3.6 million under its credit facility to finance the acquisition of Lavante, Inc. On February 27, 2017 the Company borrowed $10.0 million under its credit facility to finance the acquisition of substantially all of the assets of Cost & Compliance Associates, LLC and Cost & Compliance Associates Limited. Total borrowings outstanding as of September 30, 2017 were $13.6 million.

On May 4, 2017, we entered into an amendment of the SunTrust credit facility, that, among other things, (i) increased the aggregate principal amount of the committed revolving credit facility from $20.0 million to $35.0 million through December 31, 2018, which will be reduced to $30.0 million thereafter, (ii) extended the maturity date of the credit facility to December 31, 2019, (iii) added customary provisions to reflect European Union “bail-in” directive compliance language, and (iv) modified the financial covenants applicable to the Company during the remaining term of the credit facility by (A) revising the maximum leverage ratio and minimum fixed charge coverage ratio and (B) adding an additional financial covenant requiring the Company to maintain a minimum amount of consolidated adjusted EBITDA.

In addition, the applicable margin used to determine the interest rate per annum on outstanding borrowings under the credit facility, and the ongoing commitment fee payable on the unused portion of the revolving credit facility commitment, both of which previously had been fixed percentages per annum, have been amended and both now will vary based upon our quarterly leverage ratio calculation under the SunTrust credit facility. The applicable margin per annum on interest accruing on all borrowings under the credit facility outstanding on or after May 4, 2017, and the applicable percentage per annum commitment fee accruing on and after that date, respectively will be determined as follows:

Pricing Level	Leverage Ratio	Applicable Margin for LIBOR Index Rate Loans	Applicable Margin for Base Rate Loans	Applicable Percentage for Commitment Fee
I	Less than 1.25:1.00	2.25% per annum	1.25% per annum	0.250% per annum
II	Greater than or equal to 1.25:1.00 but less than 1.75:1.00	2.50% per annum	1.50% per annum	0.375% per annum
III	Greater than or equal to 1.75:1.00	2.75% per annum	1.75% per annum	0.375% per annum

As of September 30, 2017 there was $13.6 million in debt outstanding under the revolving SunTrust facility that will be due December 31, 2019. The amount available for additional borrowing under the revolving SunTrust credit facility was $21.4 million as of September 30, 2017. Based on the terms of the credit facility, as amended, the applicable interest rate at September 30, 2017 was approximately 3.50%. As of September 30, 2017 we were required to pay a commitment fee of 0.25% per annum, payable quarterly, on the unused portion of the revolving SunTrust credit facility.

The SunTrust credit facility includes customary affirmative, negative, and financial covenants binding on the Company, including delivery of financial statements and other reports, maintenance of existence, and transactions with affiliates. The negative covenants limit the ability of the Company, among other things, to incur debt, incur liens, make investments, sell assets or declare or pay dividends on its capital stock. The financial covenants included in the credit facility, among other things, limit the amount of capital expenditures the Company can make, set forth maximum leverage and net funded debt ratios for the Company and a minimum fixed charge coverage ratio, and also require the Company to maintain a minimum amount of consolidated EBITDA. In addition, the credit facility includes customary events of default. The Company was in compliance with the covenants in the SunTrust credit facility as of September 30, 2017.

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Fair Value of Financial Instruments

9 Months Ended

Sep. 30, 2017

Fair Value Disclosures [Abstract]

Fair Value of Financial Instruments

Fair Value of Financial Instruments

We state cash equivalents at cost, which approximates fair market value. The carrying values for receivables from clients, unbilled receivables, accounts payable, deferred revenue and other accrued liabilities reasonably approximate fair market value due to the nature of the financial instrument and the short-term maturity of these items.

We record bank debt, if any, as of the period end date based on the effective borrowing rate and repayment terms when originated. As of September 30, 2017, we had $13.6 million in bank debt outstanding, and we had no bank debt outstanding as of September 30, 2016. We believe the carrying value of the bank debt approximates its fair value. We considered the factors used in determining the fair value of this debt to be Level 3 inputs (significant unobservable inputs).

We had $4.0 million of business acquisition obligations as of September 30, 2017, and no such obligations as of September 30, 2016. Our business acquisition obligations represent the estimated fair value of the deferred consideration and projected earn-out payments due as of the end of the recording period. We determine the estimated fair value of business acquisition obligations based on our projections of future revenue and profits or other factors used in the calculation of the ultimate payment(s) to be made. The discount rate that we use to value the liability is based on specific business risk, cost of capital, and other factors. We consider these factors to be Level 3 inputs (significant unobservable inputs).

We state certain assets at fair value on a nonrecurring basis as required by GAAP. Generally, these assets are recorded at fair value on a nonrecurring basis as a result of impairment charges.

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Commitments and Contingencies

9 Months Ended

Sep. 30, 2017

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

Commitments and Contingencies

Legal Proceedings

We are party to a variety of legal proceedings arising in the normal course of business. While the results of these proceedings cannot be predicted with certainty, management believes that the final outcome of these proceedings will not have a material adverse effect on our financial position, results of operations or cash flows.

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Income Taxes

9 Months Ended

Sep. 30, 2017

Income Tax Disclosure [Abstract]

Income Taxes

Income Taxes

Reported income tax expense in each period primarily results from taxes on the income of foreign subsidiaries. The effective tax rates generally differ from the expected tax rate due primarily to the Company’s deferred tax asset valuation allowance on the domestic earnings and taxes on income of foreign subsidiaries.

Significant judgment is required in evaluating our uncertain tax positions and determining our provision for income taxes. In addition, we are subject to the continuous examination of our income tax returns by the Internal Revenue Service in the U.S. and other tax authorities. We regularly assess the likelihood of adverse outcomes resulting from these examinations to determine the adequacy of our provision for income taxes.

We apply a “more-likely-than-not” recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. We refer to GAAP for guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. In accordance with FASB ASC 740, our policy for recording interest and penalties associated with tax positions is to record such items as a component of income before income taxes. A number of years may elapse before a particular tax position is audited and finally resolved or when a tax assessment is raised. The number of years subject to tax assessments also varies by tax jurisdiction.

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Business Acquisitions

9 Months Ended

Sep. 30, 2017

Business Combinations [Abstract]

Business Combination Disclosure

Business Acquisitions

Cost & Compliance Associates

In February 2017, we completed the acquisition of substantially all of the assets of Cost & Compliance Associates, LLC and Cost & Compliance Associates Limited (collectively “C&CA”). C&CA is a commercial recovery audit and contract compliance firm with operations in the U.S. and the UK. At the closing of the transaction, we paid approximately $10.0 million in cash. In addition, we may be required to pay earnout consideration in cash over a period of two years, based on the performance of the acquired business and our contract compliance business following closing. The aggregate consideration we may be required to pay in connection with this acquisition cannot exceed $18.0 million.

We have recorded C&CA’s assets and liabilities acquired based on our preliminary estimates of their fair values as of the acquisition date. The estimated fair value of C&CA assets acquired and resulting goodwill are subject to adjustment as we finalize our fair value analysis. We expect to complete our fair value determinations no later than the fourth quarter of 2017. There may be differences compared to those amounts reflected in our consolidated financial statements as of September 30, 2017 as we finalize our fair value analysis and such changes could be material.

Based on our preliminary estimates, the purchase price exceeded the aggregate estimated fair value of the acquired assets at the acquisition date by $8.8 million, which amount has been allocated and recognized as goodwill within our Recovery Audit Services - Americas business segment. None of the goodwill associated with the acquisition is deductible for income tax purposes and, as such, no deferred taxes have been recorded related to goodwill.

The preliminary allocation of the purchase price to the estimated fair values of assets acquired and liabilities assumed is presented below (in thousands):

Accounts receivable, net	$	1,611
Unbilled revenue	8
Commissions receivable	48
Prepaid expenses	78
Goodwill	8,801
Net fixed assets	323
Other current assets	12
Total assets	10,881
Accounts payable	342
Accrued commissions	507
Taxes payable	44
Total liabilities	893
Total purchase price	$	9,988

We are still reviewing the valuation of the C&CA acquisition, in particular the value of any potential earnout due to C&CA, the value and useful lives of any long-lived assets acquired from C&CA and any potential deferred tax assets or liabilities associated with the valuation.

The revenue and net income of C&CA from the acquisition date through September 30, 2017 are presented below (in thousands) and included in our consolidated statements of operations. These amounts are not necessarily indicative of the results of operations that C&CA would have realized if it had continued to operate as a stand-alone company during the period presented, primarily due to costs that are now reflected in our unallocated corporate costs and not allocated to C&CA.

Revenue	$	7,833
Net income from continuing operations	$	1,397

As required by ASC 805, the following unaudited pro forma statements of operations for the nine months ended September 30, 2017 and 2016 give effect to the C&CA acquisition as if it had been completed on January 1, 2016. The unaudited pro forma financial information is presented for illustrative purposes only and is not necessarily indicative of what the operating results actually would have been during the periods presented had the C&CA acquisition been completed on January 1, 2016. In addition, the unaudited pro forma financial information does not purport to project future operating results. This information is preliminary in nature and subject to change based on final purchase price adjustments. The pro forma revenue and net (loss) income do not reflect: (1) any anticipated synergies (or costs to achieve synergies) or (2) the impact of non-recurring items directly related to the C&CA acquisition. The information presented below is in thousands:

	Nine Months Ended
	September 30, 2017			September 30, 2016
Revenue	$	115,385		$	113,403
Net (loss) income from continuing operations	$	(1,766	)	$	5,044

Lavante

In October 2016, we acquired Lavante, Inc. ("Lavante"), a SaaS-based supplier of SIM and recovery audit services firm, for a net purchase price of $3.8 million. Lavante’s assets consist primarily of its proprietary software applications.

We have recorded Lavante's assets acquired and liabilities assumed based on our preliminary estimates of their fair values at the acquisition date. The determination of the fair values of the assets acquired and liabilities assumed (and the related determination of estimated lives of depreciable and amortizable tangible and identifiable intangible assets) requires significant judgment and estimates. The estimates and assumptions used include the projected timing and amount of future cash flows and discount rates reflecting risk inherent in the future cash flows. The estimated fair values of Lavante's assets acquired and liabilities assumed and resulting goodwill are subject to adjustment as we finalize our fair value analysis. We expect to complete our fair value determinations no later than the fourth quarter of 2017. We do not currently expect our fair value determinations to change materially; however, there may be differences compared to those amounts reflected in our consolidated financial statements as of December 31, 2016 as we finalize our fair value analysis and such changes could be material.

Based on our preliminary estimates, the purchase price exceeded the aggregate estimated fair value of the acquired assets and assumed liabilities by $2.3 million, which amount has been allocated and recognized as goodwill within our Adjacent Service business segment. None of the goodwill associated with the acquisition is deductible for income tax purposes and, as such, no deferred taxes have been recorded related to goodwill.

The preliminary allocation of the purchase price to the estimated fair values of assets acquired and liabilities assumed is presented below (in thousands):

Cash and cash equivalents	$	28
Account receivables	207
Other current assets	92
Goodwill	2,286
Intangible assets	6,178
Fixed assets	98
Total assets	8,889
Accounts payable	121
Deferred revenue	370
Other current liabilities	757
Total liabilities	1,248
Total purchase price	$	3,809

Our estimates of the fair values of identifiable intangible assets are presented below (in thousands):

	Fair values at October 31, 2016		Remaining useful lives (in months)
Trademarks	$	163	48
Patents	114		12
Software	5,901		48
Total intangible assets	$	6,178

In general, intangible assets include trade names, trademarks, copyrights, patents, customer contacts and/or relationships, developed technology (computer software), technological know-how, and brand names. When estimating the value of such assets, we consider the future income stream associated with the specific asset, taking into account the asset's estimated remaining life, average annual anticipated rate of return, and market rates of return. Often, an income approach such as a multi-period excess earnings model or distributor model will be used.

We may also consider the market price of comparable assets recently sold or the asking prices for similar assets currently for sale. This methodology involves researching the industry to determine if comparable companies pay or receive royalties for rights associated with the use of the asset. The royalty rates charged or received are then used as valuation benchmarks. The relief from royalty method is often used in the valuation of assets involving fair royalty rates (e.g., trademarks, patents, etc.).

The cost approach analyzes the current cost to re-create or duplicate an asset minus the decrease in value due to the passage of time or obsolescence. For example, when valuing a trademark (when it is not the primary asset acquired), we calculate the costs that would have been incurred over the years in establishing consumer recognition and perception of quality, service and reliability. We also consider the legal costs incurred in registering the asset.

As required by ASC 805, the following unaudited pro forma statements of operations for the nine months ended September 30, 2016 give effect to the Lavante acquisition as if it had been completed on January 1, 2016. The unaudited pro forma financial information is presented for illustrative purposes only and is not necessarily indicative of what the operating results actually would have been during the period presented had the Lavante acquisition been completed on January 1, 2016. In addition, the unaudited pro forma financial information does not purport to project future operating results. This information is preliminary in nature and subject to change based on final purchase price adjustments. The pro forma revenue and net loss do not reflect: (1) any anticipated synergies (or costs to achieve synergies) or (2) the impact of non-recurring items directly related to the Lavante acquisition. The information presented below is in thousands:

	Nine Months Ended September 30, 2016
Revenue	$	103,780
Net loss from continuing operations	$	(2,178	)

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Subsequent Events Subsequent Events

9 Months Ended

Sep. 30, 2017

Subsequent Events [Abstract]

Subsequent Events

Subsequent Events

None

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Basis of Presentation (Policies)

9 Months Ended

Sep. 30, 2017

Organization, Consolidation and Presentation of Financial Statements [Abstract]

New Accounting Standards

New Accounting Standards

A summary of the new accounting standards issued by the Financial Accounting Standards Board (“FASB”) and included in the Accounting Standards Codification (“ASC”) that apply to PRGX is set forth below:

FASB ASC Update No. 2017-04 - In January 2017, the FASB issued Accounting Standards Update 2017-04, Intangibles-Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment. The standard removes the second step of the two step test used to determine an impairment of goodwill. Under the new standard, an entity only compares the fair value of the reporting unit to the carrying amount, including goodwill, and records the amount of goodwill impairment as the excess of a reporting unit's carrying amount over its fair value, not to exceed the total amount of goodwill allocated to the reporting unit. The standard will become effective for the Company beginning January 1, 2020. The Company is currently assessing the impact adoption of this standard will have on its consolidated results of operations, financial condition, cash flows, and financial statement disclosures.

FASB ASC Update No. 2016-02 - In February 2016, the FASB issued Accounting Standards Update 2016-02, Leases (Topic 842). The standard requires the recognition of lease assets and lease liabilities by lessees for those leases classified as operating leases. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition. The standard requires lessors to classify leases as either sales-type, finance or operating. A sales-type lease occurs if the lessor transfers all of the risks and rewards, as well as control of the underlying asset, to the lessee. If risks and rewards are conveyed without the transfer of control, the lease is treated as a financing lease. If the lessor does not convey risks and rewards or control, an operating lease results. The standard will become effective for the Company beginning January 1, 2019. The Company is currently assessing the impact adoption of this standard will have on its consolidated results of operations, financial condition, cash flows, and financial statement disclosures.

FASB ASC Update No. 2014-9 and additional updates - In May 2014, the FASB issued an accounting standards update with new guidance on recognizing revenue from contracts with customers.  The standards update outlines a single comprehensive model for an entity to utilize to recognize revenue when it transfers goods or services to customers in an amount that reflects the consideration that will be received in exchange for the goods and services.  Additional disclosures will also be required to enable users to understand the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers. In 2016, the FASB issued accounting standards updates to address implementation issues and to clarify the guidance for identifying performance obligations, licenses and determining if a company is the principal or agent in a revenue arrangement. The standard will become effective for the Company beginning January 1, 2018.  

We are continuing to work towards establishing policies, updating our processes and implementing necessary changes to data and processes to be able to comply with the new requirements. Based on the results of our assessment to date, we do not expect that the new standard will result in significant changes to our revenue recognition.  Our initial evaluation is that revenue from our Recovery Audit segments, which is a majority of our revenues, would not be materially impacted by the adoption of this standard. 

While we are continuing to assess all potential impacts of the standard, we currently believe the most significant impact relates to additional disclosures related to qualitative and quantitative information concerning the nature, amount, timing, and any uncertainty of revenue and cash flows from contracts with customers, the capitalization of costs of commissions, upfront contract costs, and other contract acquisition-based and contract fulfillment costs on the consolidated balance sheets.

We will continue our evaluation of the standards update through the date of adoption.

Fair Value of Financial Instruments

Fair Value of Financial Instruments

We state cash equivalents at cost, which approximates fair market value. The carrying values for receivables from clients, unbilled receivables, accounts payable, deferred revenue and other accrued liabilities reasonably approximate fair market value due to the nature of the financial instrument and the short-term maturity of these items.

We record bank debt, if any, as of the period end date based on the effective borrowing rate and repayment terms when originated. As of September 30, 2017, we had $13.6 million in bank debt outstanding, and we had no bank debt outstanding as of September 30, 2016. We believe the carrying value of the bank debt approximates its fair value. We considered the factors used in determining the fair value of this debt to be Level 3 inputs (significant unobservable inputs).

We had $4.0 million of business acquisition obligations as of September 30, 2017, and no such obligations as of September 30, 2016. Our business acquisition obligations represent the estimated fair value of the deferred consideration and projected earn-out payments due as of the end of the recording period. We determine the estimated fair value of business acquisition obligations based on our projections of future revenue and profits or other factors used in the calculation of the ultimate payment(s) to be made. The discount rate that we use to value the liability is based on specific business risk, cost of capital, and other factors. We consider these factors to be Level 3 inputs (significant unobservable inputs).

We state certain assets at fair value on a nonrecurring basis as required by GAAP. Generally, these assets are recorded at fair value on a nonrecurring basis as a result of impairment charges.

Income Taxes

Income Taxes

Reported income tax expense in each period primarily results from taxes on the income of foreign subsidiaries. The effective tax rates generally differ from the expected tax rate due primarily to the Company’s deferred tax asset valuation allowance on the domestic earnings and taxes on income of foreign subsidiaries.

Significant judgment is required in evaluating our uncertain tax positions and determining our provision for income taxes. In addition, we are subject to the continuous examination of our income tax returns by the Internal Revenue Service in the U.S. and other tax authorities. We regularly assess the likelihood of adverse outcomes resulting from these examinations to determine the adequacy of our provision for income taxes.

We apply a “more-likely-than-not” recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. We refer to GAAP for guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. In accordance with FASB ASC 740, our policy for recording interest and penalties associated with tax positions is to record such items as a component of income before income taxes. A number of years may elapse before a particular tax position is audited and finally resolved or when a tax assessment is raised. The number of years subject to tax assessments also varies by tax jurisdiction.

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Earnings (Loss) Per Common Share (Tables)

9 Months Ended

Sep. 30, 2017

Earnings Per Share [Abstract]

Computations of basic and diluted earnings (loss) per common share

The following table sets forth the computations of basic and diluted earnings (loss) per common share for the three and nine months ended September 30, 2017 and 2016 (in thousands, except per share data):

	Three Months Ended September 30,					Nine Months Ended September 30,
Basic earnings (loss) per common share:	2017			2016		2017			2016
Numerator:
Net earnings (loss) from continuing operations	$	1,077		$	2,150	$	(1,096	)	$	2,052
Net (loss) earnings from discontinued operations	$	(344	)	$	133	$	(1,029	)	$	(914	)
Denominator:
Weighted-average common shares outstanding	22,498			21,847		22,225			22,084
Effect of dilutive securities from stock-based compensation plans	263			27		—			30
Weighted-average diluted common shares outstanding	22,761			21,874		22,225			22,114
Basic earnings (loss) per common share from continuing operations	$	0.05		$	0.10	$	(0.05	)	$	0.09
Basic earnings (loss) per common share from discontinued operations	(0.02		)	0.01		(0.05		)	(0.04		)
Total basic earnings (loss) per common share	$	0.03		$	0.11	$	(0.10	)	$	0.05
Diluted earnings (loss) per common share from continuing operations	$	0.05		$	0.10	$	(0.05	)	$	0.09
Diluted earnings (loss) per common share from discontinued operations	(0.02		)	0.01		(0.05		)	(0.04		)
Total diluted earnings (loss) per common share	$	0.03		$	0.11	$	(0.10	)	$	0.05

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Stock-Based Compensation (Tables)

9 Months Ended

Sep. 30, 2017

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

Schedule of stock options, activity

The following table summarizes stock option activity for the nine months ended September 30, 2017.

Options	Shares		Weighted- Average Exercise Price (Per Share)		Weighted- Average Remaining Contractual Term	Aggregate Intrinsic Value ($ 000’s)
Outstanding at January 1, 2017	3,420,385		$	6.26	4.3 years	$	1,204
Granted(1)	460,566		6.22
Exercised	(183,460	)	5.03			$	253
Forfeited	(438,004	)	6.09
Expired	(54,865	)	4.90
Outstanding at September 30, 2017	3,204,622		$	6.37	4.1 years	$	2,459
Exercisable at September 30, 2017	2,596,301		$	6.51	3.5 years	$	1,730

(1) During the nine months ended September 30, 2017, 335,000 options were granted to employees as inducements for employment and 125,566 options were granted to the members of our Board of Directors. The weighted-average grant date fair value of options granted was $3.04 per share for the nine months ended September 30, 2017.

Summary of nonvested stock awards granted

The following table summarizes nonvested stock award activity during the nine months endedSeptember 30, 2017.

Nonvested stock	Shares		Weighted Average Grant Date Fair Value (Per Share)
Nonvested at January 1, 2017	3,893,050		$	4.37
Granted(1)	792,930		6.32
Vested	(45,004	)	6.24
Forfeited	(2,391,422	)	4.05
Nonvested at September 30, 2017	2,249,554		$	5.35

(1) Includes grants to members of our board of directors of 29,920 shares of restricted stock and 21,259 restricted stock units, inducement grants of 41,000 shares of restricted stock and 59,000 performance-based restricted stock units, and grants to employees under the 2008 EIP of 310,139 shares of restricted stock, 56,812 restricted stock units, and 274,800 performance-based restricted stock units during the nine months ended September 30, 2017.

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Operating Segments and Related Information (Tables)

9 Months Ended

Sep. 30, 2017

Segment Reporting [Abstract]

Schedule of discontinued operations information

Discontinued operations information for the three and nine months endedSeptember 30, 2017 and 2016 is as follows:

Results of Discontinued Operations	Three Months Ended September 30,						Nine Months Ended September 30,
(in thousands)	2017			2016			2017			2016
Revenue	$	—		$	5		$	—		$	(11	)
Cost of sales	337			(128		)	1,013			712
Selling, general and administrative expense	5			(4		)	10			180
Depreciation and amortization	2			4			6			11
(Loss) income from discontinued operations before income taxes	$	(344	)	$	133		$	(1,029	)	$	(914	)
Income tax expense	—			—			—			—
Net (loss) income from discontinued operations	$	(344	)	$	133		$	(1,029	)	$	(914	)

Segment information

Segment information for the three and nine months ended September 30, 2017 and 2016 (in thousands) is as follows:

	Recovery Audit Services – Americas			Recovery Audit Services – Europe/Asia- Pacific			Adjacent Services			Corporate Support			Total
Three Months Ended September 30, 2017
Revenue	$	30,705		$	10,837		$	925		$	—		$	42,467
Net income from continuing operations													1,077
Income tax expense													930
Interest expense (income), net													142
EBIT	$	8,539		$	2,289		$	(2,026	)	$	(6,653	)	$	2,149
Depreciation of property and equipment	789			161			183			—			1,133
Amortization of intangible assets	329			—			393			—			722
EBITDA	$	9,657		$	2,450		$	(1,450	)	$	(6,653	)	$	4,004
Other (income) loss	(11		)	—			(2		)	30			17
Foreign currency transaction (gains) losses on short-term intercompany balances	(155		)	(377		)	(6		)	120			(418		)
Transformation severance and related expenses	49			360			260			23			692
Stock-based compensation	—			—			—			2,107			2,107
Adjusted EBITDA	$	9,540		$	2,433		$	(1,198	)	$	(4,373	)	$	6,402

	Recovery Audit Services – Americas		Recovery Audit Services – Europe/Asia- Pacific			Adjacent Services			Corporate Support			Total
Three Months Ended September 30, 2016
Revenue	$	25,719	$	8,736		$	682		$	—		$	35,137
Net income from continuing operations												2,150
Income tax benefit												(685		)
Interest expense (income), net												(14		)
EBIT	$	7,371	$	1,274		$	(1,089	)	$	(6,105	)	$	1,451
Depreciation of property and equipment	935		141			300			—			1,376
Amortization of intangible assets	373		—			20			—			393
EBITDA	$	8,679	$	1,415		$	(769	)	$	(6,105	)	$	3,220
Other loss (income)	—		—			(168		)	—			(168		)
Foreign currency transaction losses (gains) on short-term intercompany balances	120		(227		)	1			(59		)	(165		)
Transformation severance and related expenses	95		188			139			(2		)	420
Stock-based compensation	—		—			—			1,424			1,424
Adjusted EBITDA	$	8,894	$	1,376		$	(797	)	$	(4,742	)	$	4,731

	Recovery Audit Services – Americas			Recovery Audit Services – Europe/Asia- Pacific			Adjacent Services			Corporate Support			Total
Nine Months Ended September 30, 2017
Revenue	$	81,641		$	29,441		$	3,464		$	—		$	114,546
Net loss from continuing operations													(1,096		)
Income tax expense													2,436
Interest expense (income), net													227
EBIT	$	20,110		$	5,754		$	(5,681	)	$	(18,616	)	$	1,567
Depreciation of property and equipment	2,478			453			531			—			3,462
Amortization of intangible assets	986			—			1,180			—			2,166
EBITDA	$	23,574		$	6,207		$	(3,970	)	$	(18,616	)	$	7,195
Other loss (income)	(11		)				(195		)	29			(177		)
Foreign currency transaction (gains) losses on short-term intercompany balances	(396		)	(1,566		)	(10		)	45			(1,927		)
Transformation severance and related expenses	313			582			305			392			1,592
Stock-based compensation	—			—			—			5,362			5,362
Adjusted EBITDA	$	23,480		$	5,223		$	(3,870	)	$	(12,788	)	$	12,045

	Recovery Audit Services – Americas			Recovery Audit Services – Europe/Asia- Pacific			Adjacent Services			Corporate Support			Total
Nine Months Ended September 30, 2016
Revenue	$	72,408		$	26,683		$	2,570		$	—		$	101,661
Net income from continuing operations													2,052
Income tax benefit													(21		)
Interest expense (income), net													(55		)
EBIT	$	17,364		$	4,032		$	(2,645	)	$	(16,775	)	$	1,976
Depreciation of property and equipment	2,863			379			582			—			3,824
Amortization of intangible assets	1,118			—			64			—			1,182
EBITDA	$	21,345		$	4,411		$	(1,999	)	$	(16,775	)	$	6,982
Other loss (income)	—			—			(140		)	—			(140		)
Foreign currency transaction gains on short-term intercompany balances	(108		)	(787		)	(7		)	(74		)	(976		)
Transformation severance and related expenses	516			284			138			241			1,179
Stock-based compensation	—			—			—			3,224			3,224
Adjusted EBITDA	$	21,753		$	3,908		$	(2,008	)	$	(13,384	)	$	10,269

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Debt (Tables)

9 Months Ended

Sep. 30, 2017

Debt Disclosure [Abstract]

Schedule of Debt Terms

ance language, and (iv) modified the financial covenants applicable to the Company during the remaining term of the credit facility by (A) revising the maximum leverage ratio and minimum fixed charge coverage ratio and (B) adding an additional financial covenant requ

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Business Acquisitions (Tables)

9 Months Ended

Sep. 30, 2017

Cost & Compliance Associates [Member]

Business Acquisition [Line Items]

Schedule of recognized identified assets acquired and liabilities assumed

The preliminary allocation of the purchase price to the estimated fair values of assets acquired and liabilities assumed is presented below (in thousands):

Accounts receivable, net	$	1,611
Unbilled revenue	8
Commissions receivable	48
Prepaid expenses	78
Goodwill	8,801
Net fixed assets	323
Other current assets	12
Total assets	10,881
Accounts payable	342
Accrued commissions	507
Taxes payable	44
Total liabilities	893
Total purchase price	$	9,988

Business acquisition, pro forma information

The revenue and net income of C&CA from the acquisition date through September 30, 2017 are presented below (in thousands) and included in our consolidated statements of operations. These amounts are not necessarily indicative of the results of operations that C&CA would have realized if it had continued to operate as a stand-alone company during the period presented, primarily due to costs that are now reflected in our unallocated corporate costs and not allocated to C&CA.

Revenue	$	7,833
Net income from continuing operations	$	1,397

As required by ASC 805, the following unaudited pro forma statements of operations for the nine months ended September 30, 2017 and 2016 give effect to the C&CA acquisition as if it had been completed on January 1, 2016. The unaudited pro forma financial information is presented for illustrative purposes only and is not necessarily indicative of what the operating results actually would have been during the periods presented had the C&CA acquisition been completed on January 1, 2016. In addition, the unaudited pro forma financial information does not purport to project future operating results. This information is preliminary in nature and subject to change based on final purchase price adjustments. The pro forma revenue and net (loss) income do not reflect: (1) any anticipated synergies (or costs to achieve synergies) or (2) the impact of non-recurring items directly related to the C&CA acquisition. The information presented below is in thousands:

	Nine Months Ended
	September 30, 2017			September 30, 2016
Revenue	$	115,385		$	113,403
Net (loss) income from continuing operations	$	(1,766	)	$	5,044

Lavante [Member]

Business Acquisition [Line Items]

Schedule of recognized identified assets acquired and liabilities assumed

The preliminary allocation of the purchase price to the estimated fair values of assets acquired and liabilities assumed is presented below (in thousands):

Cash and cash equivalents	$	28
Account receivables	207
Other current assets	92
Goodwill	2,286
Intangible assets	6,178
Fixed assets	98
Total assets	8,889
Accounts payable	121
Deferred revenue	370
Other current liabilities	757
Total liabilities	1,248
Total purchase price	$	3,809

Business acquisition, pro forma information

As required by ASC 805, the following unaudited pro forma statements of operations for the nine months ended September 30, 2016 give effect to the Lavante acquisition as if it had been completed on January 1, 2016. The unaudited pro forma financial information is presented for illustrative purposes only and is not necessarily indicative of what the operating results actually would have been during the period presented had the Lavante acquisition been completed on January 1, 2016. In addition, the unaudited pro forma financial information does not purport to project future operating results. This information is preliminary in nature and subject to change based on final purchase price adjustments. The pro forma revenue and net loss do not reflect: (1) any anticipated synergies (or costs to achieve synergies) or (2) the impact of non-recurring items directly related to the Lavante acquisition. The information presented below is in thousands:

	Nine Months Ended September 30, 2016
Revenue	$	103,780
Net loss from continuing operations	$	(2,178	)

Schedule of finite-lived intangible assets acquired as part of business combination

Our estimates of the fair values of identifiable intangible assets are presented below (in thousands):

	Fair values at October 31, 2016		Remaining useful lives (in months)
Trademarks	$	163	48
Patents	114		12
Software	5,901		48
Total intangible assets	$	6,178

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Earnings (Loss) Per Common Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended			9 Months Ended
	Sep. 30, 2017	Jun. 30, 2017	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 2016
Numerator:
Net earnings (loss) from continuing operations	$ 1,077	$ 2,150	$ 2,150	$ (1,096)	$ 2,052
Net (loss) earnings from discontinued operations	$ (344)	$ 133		$ (1,029)	$ (914)
Denominator:
Weighted-average common shares outstanding (shares)	22,498	21,847		22,225	22,084
Effect of dilutive securities from stock-based compensation plans	263	27		0	30
Weighted-average diluted common shares outstanding	22,761	21,874		22,225	22,114
Basic loss per common share from continuing operations (in usd per share)	$ 0.05	$ 0.10		$ (0.05)	$ 0.09
Basic loss per common share from discontinued operations (in usd per share)	(0.02)	0.01		(0.05)	(0.04)
Total basic loss per common share (in usd per share)	0.03	0.11		(0.10)	0.05
Diluted loss from continuing operations (in usd per share)	0.05	0.10		(0.05)	0.09
Diluted loss from discontinued operations (in usd per share)	(0.02)	0.01		(0.05)	(0.04)
Total diluted loss per common share (in usd per share)	$ 0.03	$ 0.11		$ (0.10)	$ 0.05

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Earnings (Loss) Per Common Share - Narrative (Details) - USD ($) $ in Millions	3 Months Ended			9 Months Ended
	Sep. 30, 2017	Jun. 30, 2017	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 2016
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share and Other Significant Changes in Shares [Line Items]
Weighted average shares outstanding excludes anti-dilutive shares underlying options (shares)	263,000	27,000		0	30,000
Amount of shares repurchased (shares)	0	50,000			903,544
Amount of shares repurchased		$ 0.1			$ 3.8
Amount of shares issued (shares)	16,000	0		183,460	46,896
Amount of shares issued	$ 0.1			$ 0.9	$ 0.1
Employee Stock Option [Member]
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share and Other Significant Changes in Shares [Line Items]
Weighted average shares outstanding excludes anti-dilutive shares underlying options (shares)	1,900,000		2,800,000		2,800,000
Restricted Stock Units (RSUs) [Member]
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share and Other Significant Changes in Shares [Line Items]
Weighted average shares outstanding excludes anti-dilutive shares underlying options (shares)	1,900,000		2,700,000		2,000,000

XML

Stock-Based Compensation - Narrative (Details) $ in Millions	9 Months Ended
	Sep. 30, 2017 USD ($) compensation_plan	Sep. 30, 2016 USD ($)	Jun. 27, 2017 shares
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items]
Number of stock-based compensation plans | compensation_plan	2
Allocated share-based compensation expense	$ 5.4	$ 3.2
Nonvested awards compensation costs not yet recognized	$ 6.9
2017 Equity Incentive Compensation Plan [Member]
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items]
Number of shares authorized (in shares) | shares			3,400,000
2008 Equity Incentive Plan [Member]
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items]
Nonvested awards, compensation costs not yet recognized, period for recognition	1 year 8 months 12 days

XML

Stock-Based Compensation - Stock Option Activity (Details) - USD ($) $ / shares in Units, $ in Thousands	9 Months Ended	12 Months Ended
	Sep. 30, 2017	Dec. 31, 2016	Sep. 30, 2017	Dec. 31, 2016
Employee Stock Option [Member]
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items]
Options, grants in period, weighted average grant date fair value (in dollars per share)	$ 3.04
Options outstanding rollforward
Outstanding at January 1, 2017 (in shares)	3,204,622	3,420,385	3,204,622	3,420,385
Granted (in shares)	460,566
Exercised (in shares)	(183,460)
Forfeited (in shares)	(438,004)
Expired (in shares)	(54,865)
Outstanding at June 30, 2017 (in shares)	3,204,622	3,420,385
Exercisable at June 30, 2017 (in shares)			2,596,301
Options, weighted average exercise price
Outstanding at January 1, 2017 (in dollars per share)			$ 6.37	$ 6.26
Granted (in dollars per share)	$ 6.22
Exercised (in dollars per share)	5.03
Forfeited (in dollars per share)	6.09
Expired (in dollars per share)	$ 4.90
Exercisable at June 30, 2017 (in dollars per share)			$ 6.51
Options Intrinsic Value
Options outstanding at January 1, 2017, intrinsic value (in dollars per share)	$ 1,204
Options, exercised, intrinsic value (in dollars per share)	253
Options outstanding at June 30, 2017, intrinsic value (in dollars per share)	$ 2,459	$ 1,204
Options exercisable, at June 30, 2017, intrinsic value (in dollars per share)			$ 1,730
Options additional disclosures
Outstanding weighted average remaining contractual term (in years)	4 years 1 month 6 days	4 years 3 months 18 days
Weighted average remaining contractual term, options exercisable (in dollars per share)	3 years 6 months
Equity Incentive Plan [Member]
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items]
Stock options expiration period	7 years
Employee Group [Member]
Options outstanding rollforward
Granted (in shares)	335,000
Employee Group [Member] | Equity Incentive Plan [Member]
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items]
Stock options vesting period	3 years
Director [Member]
Options outstanding rollforward
Granted (in shares)	125,566
Director [Member] | Equity Incentive Plan [Member]
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items]
Stock options vesting period	1 year

XML

Stock-Based Compensation - Nonvested Stock Activity (Details)	9 Months Ended
	Sep. 30, 2017 $ / shares shares	Mar. 30, 2017 executive_officer	Dec. 31, 2016 $ / shares
Employees [Member]
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items]
Granted (in shares)	335,000
Director [Member]
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items]
Granted (in shares)	125,566
2008 Equity Incentive Plan [Member] | Employees [Member]
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items]
Stock options vesting period	3 years
2008 Equity Incentive Plan [Member] | Director [Member]
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items]
Stock options vesting period	1 year
Restricted Stock [Member] | Director [Member]
Summary of nonvested stock awards activity
Granted (in shares)	29,920
Restricted Stock [Member] | 2008 Equity Incentive Plan [Member] | Employees [Member]
Summary of nonvested stock awards activity
Granted (in shares)	310,139
Restricted Stock [Member] | 2008 Equity Incentive Plan [Member] | Director [Member]
Summary of nonvested stock awards activity
Granted (in shares)	41,000
Performance Shares [Member] | 2008 Equity Incentive Plan [Member] | Employees [Member]
Summary of nonvested stock awards activity
Granted (in shares)	274,800
Performance Shares [Member] | 2008 Equity Incentive Plan [Member] | Director [Member]
Summary of nonvested stock awards activity
Granted (in shares)	59,000
Restricted Stock Units (RSUs) [Member] | Director [Member]
Summary of nonvested stock awards activity
Granted (in shares)	21,259
Restricted Stock Units (RSUs) [Member] | 2008 Equity Incentive Plan [Member] | Employees [Member]
Summary of nonvested stock awards activity
Granted (in shares)	56,812
Restricted Stock Units (RSUs) [Member] | 2008 Equity Incentive Plan [Member] | Senior Business Leader [Member]
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items]
Number of officers | executive_officer		6
Employee Stock Option [Member]
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items]
Granted (in shares)	460,566
Restricted Stock and Restricted Stock Units [Member]
Summary of nonvested stock awards activity
Nonvested at January 1, 2017 (in shares)	3,893,050
Granted (in shares)	792,930
Vested (in shares)	(45,004)
Forfeited (in shares)	(2,391,422)
Nonvested at June 30, 2017 (in shares)	2,249,554
Summary of nonvested stock awards activity, weighted average grant date fair value
Nonvested at January 1, 2017 (in dollars per share) | $ / shares	$ 5.35		$ 4.37
Granted (in dollars per share) | $ / shares	6.32
Vested (in dollars per share) | $ / shares	6.24
Forfeited (in dollars per share) | $ / shares	4.05
Nonvested at June 30, 2017 (in dollars per share) | $ / shares	$ 5.35
Restricted Stock and Restricted Stock Units [Member] | Employees [Member]
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items]
Stock options vesting period	3 years
Restricted Stock and Restricted Stock Units [Member] | Director [Member]
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items]
Stock options vesting period	1 year

XML

Stock-based Compensation - PBUs (Details)		1 Months Ended	9 Months Ended
	Mar. 30, 2017 executive_officer shares	May 31, 2017 executive_officer shares	Sep. 30, 2017 shares
Employee Stock Option [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Granted (in shares) | shares			460,566
Executive Officer [Member] | Equity Incentive Plan [Member] | Restricted Stock Units (RSUs) [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of officers | executive_officer	6	1
Senior Business Leader [Member] | Equity Incentive Plan [Member] | Restricted Stock Units (RSUs) [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of officers | executive_officer	6
Executive Officers And Senior Leaders [Member] | Equity Incentive Plan [Member] | Restricted Stock Units (RSUs) [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Performance based units granted (in shares) | shares	274,800	59,000
Percentage of performance units in equity (percent)	100.00%
Threshold Performance Level [Member] | Executive Officers And Senior Leaders [Member] | Equity Incentive Plan [Member] | Restricted Stock Units (RSUs) [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Performance units, award vesting rights, percentage	35.00%
Vesting Period	P2Y
Maximum Performance Level [Member] | Executive Officers And Senior Leaders [Member] | Equity Incentive Plan [Member] | Restricted Stock Units (RSUs) [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Performance units, award vesting rights, percentage	100.00%

XML

Operating Segments and Related Information - Narrative (Details)	9 Months Ended
	Sep. 30, 2017 segment
Segment Reporting [Abstract]
Number of reportable segments	3

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Operating Segments and Related Information - Results of Discontinued Operations (Details) - USD ($) $ in Thousands	3 Months Ended			9 Months Ended
	Sep. 30, 2017	Jun. 30, 2017	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 2016
Segment Reporting [Abstract]
Sales Revenue, Services, Net	$ 42,467	$ 35,137	$ 35,137	$ 114,546	$ 101,661
Revenue	0	5		0	(11)
Cost of sales	337	(128)		1,013	712
Selling, general and administrative expense	5	(4)		10	180
Depreciation and amortization	2	4		6	11
(Loss) income from discontinued operations before income taxes	(344)	133		(1,029)	(914)
Income tax expense	0	0		0	0
Net (loss) income from discontinued operations	$ (344)	$ 133		$ (1,029)	$ (914)

XML

Operating Segments and Related Information (Details) - USD ($) $ in Thousands	3 Months Ended			9 Months Ended
	Sep. 30, 2017	Jun. 30, 2017	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 2016
Segment information
Revenue	$ 42,467	$ 35,137	$ 35,137	$ 114,546	$ 101,661
Net income from continuing operations	1,077	2,150	2,150	(1,096)	2,052
Income tax expense (benefit)	930	(685)	(685)	2,436	(21)
Interest expense (income), net	142	(14)	(14)	227	(55)
EBIT	2,149		1,451	1,567	1,976
Depreciation of property and equipment	1,133	1,376	1,376	3,462	3,824
Amortization of intangible assets	722	393	393	2,166	1,182
EBITDA	4,004		3,220	7,195	6,982
Other (income) loss	17	(168)	(168)	(177)	(140)
Foreign currency transaction (gains) losses on short-term intercompany balances	(418)	$ (165)	(165)	(1,927)	(976)
Transformation severance and related expenses	692		420	1,592	1,179
Stock-based compensation	2,107		1,424	5,362	3,224
Adjusted EBITDA	6,402		4,731	12,045	10,269
Recovery Audit Services - Americas [Member]
Segment information
Revenue	30,705		25,719	81,641	72,408
EBIT	8,539		7,371	20,110	17,364
Depreciation of property and equipment	789		935	2,478	2,863
Amortization of intangible assets	329		373	986	1,118
EBITDA	9,657		8,679	23,574	21,345
Other (income) loss	(11)		0	(11)	0
Foreign currency transaction (gains) losses on short-term intercompany balances	(155)		120	(396)	(108)
Transformation severance and related expenses	49		95	313	516
Stock-based compensation	0			0	0
Adjusted EBITDA	9,540		8,894	23,480	21,753
Recovery Audit Services - Europe/Asia-Pacific [Member]
Segment information
Revenue	10,837		8,736	29,441	26,683
EBIT	2,289		1,274	5,754	4,032
Depreciation of property and equipment	161		141	453	379
Amortization of intangible assets			0	0	0
EBITDA	2,450		1,415	6,207	4,411
Other (income) loss	0		0		0
Foreign currency transaction (gains) losses on short-term intercompany balances	(377)		(227)	(1,566)	(787)
Transformation severance and related expenses	360		188	582	284
Stock-based compensation	0			0	0
Adjusted EBITDA	2,433		1,376	5,223	3,908
Adjacent Services [Member]
Segment information
Revenue	925		682	3,464	2,570
EBIT	(2,026)		(1,089)	(5,681)	(2,645)
Depreciation of property and equipment	183		300	531	582
Amortization of intangible assets	393		20	1,180	64
EBITDA	(1,450)		(769)	(3,970)	(1,999)
Other (income) loss	(2)		(168)	(195)	(140)
Foreign currency transaction (gains) losses on short-term intercompany balances	(6)		1	(10)	(7)
Transformation severance and related expenses	260		139	305	138
Stock-based compensation	0			0	0
Adjusted EBITDA	(1,198)		(797)	(3,870)	(2,008)
Corporate Support [Member]
Segment information
EBIT	(6,653)		(6,105)	(18,616)	(16,775)
Depreciation of property and equipment				0	0
Amortization of intangible assets				0	0
EBITDA	(6,653)		(6,105)	(18,616)	(16,775)
Other (income) loss	30		0	29	0
Foreign currency transaction (gains) losses on short-term intercompany balances	120		(59)	45	(74)
Transformation severance and related expenses	23		(2)	392	241
Stock-based compensation	2,107		1,424	5,362	3,224
Adjusted EBITDA	$ (4,373)		$ (4,742)	$ (12,788)	$ (13,384)

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Debt (Details)							1 Months Ended	9 Months Ended		12 Months Ended
	May 04, 2017 USD ($)	Feb. 27, 2017 USD ($)	Oct. 31, 2016 USD ($)	Dec. 23, 2014 USD ($) covenant	Jan. 17, 2014 USD ($)	Jan. 19, 2010 USD ($)	Dec. 31, 2013 USD ($)	Sep. 30, 2017 USD ($)	Sep. 30, 2016 USD ($)	Dec. 31, 2013	Jan. 01, 2019 USD ($)	May 03, 2017 USD ($)	Dec. 31, 2016 USD ($)	Dec. 31, 2015	Dec. 22, 2014 USD ($)
Line of Credit Facility [Line Items]
Proceeds from revolving facility								$ 12,500,000	$ 0
Amount of line of credit outstanding								$ 13,677,000					$ 0
SunTrust Bank [Member]
Line of Credit Facility [Line Items]
Credit facility, term						4 years
Revolving credit facility, unused capacity, commitment fee percentage										0.50%
Line of Credit [Member] | SunTrust Bank [Member]
Line of Credit Facility [Line Items]
Revolving credit facility, unused capacity, commitment fee percentage								0.25%
Interest rate during period								3.50%
Sun Trust Revolving Credit Facility [Member]
Line of Credit Facility [Line Items]
Proceeds from revolving facility		$ 10,000,000	$ 3,600,000
Amount of line of credit outstanding								$ 13,600,000
Line of credit remaining borrowing capacity								$ 21,400,000
Sun Trust Revolving Credit Facility [Member] | SunTrust Bank [Member]
Line of Credit Facility [Line Items]
Maximum borrowing capacity of credit facility	$ 35,000,000.0			$ 20,000,000.0	$ 25,000,000	$ 15,000,000.0						$ 20,000,000.0			$ 25,000,000
Debt instrument, variable interest rate, term				1 month
Revolving credit facility, unused capacity, commitment fee percentage				0.25%	0.50%
Long-term debt, percentage bearing fixed interest, percentage rate					1.75%
Number of debt covenants | covenant				2
Debt instrument, term of debt covenants to apply				30 days
Sun Trust Term Loan [Member] | SunTrust Bank [Member]
Line of Credit Facility [Line Items]
Debt instrument, face amount						15,000,000.0
Debt instrument, periodic payment, principal						$ 800,000
Debt instrument, financial principal payment							$ 3,000,000
Long-term debt, weighted average interest rate													0.25%	0.25%
London Interbank Offered Rate (LIBOR) [Member] | SunTrust Bank [Member]
Line of Credit Facility [Line Items]
Debt instrument, variable interest rate, term										1 month
London Interbank Offered Rate (LIBOR) [Member] | Sun Trust Revolving Credit Facility [Member] | SunTrust Bank [Member]
Line of Credit Facility [Line Items]
Applicable margin (percent)				1.75%
Minimum [Member] | SunTrust Bank [Member]
Line of Credit Facility [Line Items]
Applicable margin (percent)										2.25%
Maximum [Member] | SunTrust Bank [Member]
Line of Credit Facility [Line Items]
Applicable margin (percent)										3.50%
Scenario, Forecast [Member] | Sun Trust Revolving Credit Facility [Member] | SunTrust Bank [Member]
Line of Credit Facility [Line Items]
Maximum borrowing capacity of credit facility											$ 30,000,000.0
Pricing Level One | Sun Trust Revolving Credit Facility [Member] | SunTrust Bank [Member]
Line of Credit Facility [Line Items]
Leverage Ratio	1.25
Applicable Percentage For Commitment Fee	0.25%
Pricing Level One | London Interbank Offered Rate (LIBOR) [Member] | Sun Trust Revolving Credit Facility [Member] | SunTrust Bank [Member]
Line of Credit Facility [Line Items]
Applicable margin (percent)	2.25%
Pricing Level One | Base Rate [Member] | Sun Trust Revolving Credit Facility [Member] | SunTrust Bank [Member]
Line of Credit Facility [Line Items]
Applicable margin (percent)	1.25%
Pricing Level Two | Sun Trust Revolving Credit Facility [Member] | SunTrust Bank [Member]
Line of Credit Facility [Line Items]
Applicable Percentage For Commitment Fee	0.375%
Pricing Level Two | London Interbank Offered Rate (LIBOR) [Member] | Sun Trust Revolving Credit Facility [Member] | SunTrust Bank [Member]
Line of Credit Facility [Line Items]
Applicable margin (percent)	2.50%
Pricing Level Two | Base Rate [Member] | Sun Trust Revolving Credit Facility [Member] | SunTrust Bank [Member]
Line of Credit Facility [Line Items]
Applicable margin (percent)	1.50%
Pricing Level Two | Minimum [Member] | Sun Trust Revolving Credit Facility [Member] | SunTrust Bank [Member]
Line of Credit Facility [Line Items]
Leverage Ratio	1.25
Pricing Level Two | Maximum [Member] | Sun Trust Revolving Credit Facility [Member] | SunTrust Bank [Member]
Line of Credit Facility [Line Items]
Leverage Ratio	1.75
Pricing Level Three | Sun Trust Revolving Credit Facility [Member] | SunTrust Bank [Member]
Line of Credit Facility [Line Items]
Leverage Ratio	1.75
Applicable Percentage For Commitment Fee	0.375%
Pricing Level Three | London Interbank Offered Rate (LIBOR) [Member] | Sun Trust Revolving Credit Facility [Member] | SunTrust Bank [Member]
Line of Credit Facility [Line Items]
Applicable margin (percent)	2.75%
Pricing Level Three | Base Rate [Member] | Sun Trust Revolving Credit Facility [Member] | SunTrust Bank [Member]
Line of Credit Facility [Line Items]
Applicable margin (percent)	1.75%

XML

Fair Value of Financial Instruments (Details) - USD ($)	Sep. 30, 2017	Dec. 31, 2016	Jun. 30, 2016
Fair Value of Financial Instruments (Textual) [Abstract]
Business acquisition obligations	$ 2,078,000	$ 2,078,000
Bank Loan Obligations [Member]
Fair Value of Financial Instruments (Textual) [Abstract]
Fair value of long term debt	13,600,000		$ 0
Business Acquisition Obligations [Member]
Fair Value of Financial Instruments (Textual) [Abstract]
Business acquisition obligations	$ 4,000,000		$ 0

XML

Business Acquisitions (Details) - USD ($)	1 Months Ended
	Feb. 28, 2017	Sep. 30, 2017	Dec. 31, 2016	Oct. 31, 2016
Business Acquisition [Line Items]
Goodwill		$ 22,824,000	$ 13,823,000
Cost & Compliance Associates [Member]
Business Acquisition [Line Items]
Business combination, consideration, cash portion	$ 10,000,000
Business combination, contingent consideration term	2 years
Business combination, maximum consideration to be transferred	$ 18,000,000.0
Goodwill	8,801,000
Business combination, goodwill expected to be deductible for tax purposes	0
Deferred tax assets, goodwill	$ 0
Lavante [Member]
Business Acquisition [Line Items]
Goodwill				$ 2,286,000
Business combination, goodwill expected to be deductible for tax purposes				0
Deferred tax assets, goodwill				0
Business combination, net assets recognized				$ 3,800,000

XML

Business Acquisitions Fair Value of Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands		1 Months Ended
	Oct. 31, 2016	Feb. 28, 2017	Sep. 30, 2017	Dec. 31, 2016
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net [Abstract]
Goodwill			$ 22,824	$ 13,823
Lavante [Member]
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net [Abstract]
Cash and cash equivalents	$ 28
Accounts receivable, net	207
Goodwill	2,286
Other current assets	92
Intangible assets	6,178
Net fixed assets	98
Total assets	8,889
Accounts payable	121
Deferred revenue	370
Other current liabilities	757
Total liabilities	1,248
Total purchase price	$ 3,809
Cost & Compliance Associates [Member]
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net [Abstract]
Accounts receivable, net		$ 1,611
Unbilled revenue		8
Commissions receivable		48
Prepaid expenses		78
Goodwill		8,801
Other current assets		12
Net fixed assets		323
Total assets		10,881
Accounts payable		342
Accrued commissions		507
Taxes payable		44
Total liabilities		893
Total purchase price		$ 9,988

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Business Acquisitions Acquisition Revenue and Earnings From Operations Information (Details) - USD ($) $ in Thousands	4 Months Ended	9 Months Ended
	Jun. 30, 2017	Sep. 30, 2017	Sep. 30, 2016
Cost & Compliance Associates [Member]
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items]
Revenue of acquiree since acquisition date, actual	$ 7,833
Earnings from operations of acquiree since acquisition date, actual	$ 1,397
Pro forma, Revenue from continuing operations		$ 115,385	$ 113,403
Pro forma, Income (loss) from continuing operations		$ (1,766)	5,044
Lavante [Member]
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items]
Pro forma, Revenue from continuing operations			103,780
Pro forma, Income (loss) from continuing operations			$ (2,178)

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Business Acquisitions Summary of Intangible Assets Acquired (Details) - Lavante [Member] $ in Thousands	Oct. 31, 2016 USD ($)
Acquired Finite-Lived Intangible Assets [Line Items]
Intangible assets acquired	$ 6,178
Developed Technology Rights [Member]
Acquired Finite-Lived Intangible Assets [Line Items]
Intangible assets acquired	$ 5,901
Intangible assets acquired weighted average useful life	48 months
Patents [Member]
Acquired Finite-Lived Intangible Assets [Line Items]
Intangible assets acquired	$ 114
Intangible assets acquired weighted average useful life	12 months
Trademarks [Member]
Acquired Finite-Lived Intangible Assets [Line Items]
Intangible assets acquired	$ 163
Intangible assets acquired weighted average useful life	48 months