ý
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Georgia
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|
58-2213805
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(State or other jurisdiction of
|
|
(I.R.S. Employer
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incorporation or organization)
|
|
Identification No.)
|
|
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600 Galleria Parkway
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|
30339-5986
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Suite 100
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|
(Zip Code)
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Atlanta, Georgia
|
|
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(Address of principal executive offices)
|
|
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¨
Large accelerated filer
|
ý
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Accelerated filer
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||
¨
Non-accelerated filer (Do not check if a smaller reporting company)
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¨
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Smaller reporting company
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Page No.
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Part I.
Financial Information
|
|
Part II.
Other Information
|
|
|
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Three Months Ended June 30,
|
|
Six Months Ended June 30,
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||||||||||||
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|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||
Revenue
|
|
$
|
50,205
|
|
|
$
|
51,658
|
|
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$
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95,306
|
|
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$
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103,307
|
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Operating expenses:
|
|
|
|
|
|
|
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||||||||
Cost of revenue
|
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31,521
|
|
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33,312
|
|
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61,928
|
|
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67,530
|
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||||
Selling, general and administrative expenses
|
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12,630
|
|
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12,696
|
|
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24,341
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25,333
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||||
Depreciation of property and equipment
|
|
2,027
|
|
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1,579
|
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4,035
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|
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3,092
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||||
Amortization of intangible assets
|
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1,332
|
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1,459
|
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2,608
|
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3,786
|
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||||
Total operating expenses
|
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47,510
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|
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49,046
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92,912
|
|
|
99,741
|
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||||
Operating income
|
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2,695
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2,612
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|
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2,394
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|
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3,566
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||||
Foreign currency transaction losses on short-term intercompany balances
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225
|
|
|
497
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|
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582
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|
|
158
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|
||||
Interest expense (income), net
|
|
53
|
|
|
529
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(164
|
)
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1,033
|
|
||||
Earnings before income taxes
|
|
2,417
|
|
|
1,586
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|
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1,976
|
|
|
2,375
|
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||||
Income tax expense
|
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586
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|
584
|
|
|
642
|
|
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1,081
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||||
Net earnings
|
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$
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1,831
|
|
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$
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1,002
|
|
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$
|
1,334
|
|
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$
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1,294
|
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|
|
|
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||||||||
Basic earnings per common share
(Note B)
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$
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0.06
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|
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$
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0.04
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|
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$
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0.05
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|
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$
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0.05
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|
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||||||||
Diluted earnings per common share
(Note B)
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$
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0.06
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|
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$
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0.04
|
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$
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0.05
|
|
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$
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0.05
|
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Weighted-average common shares outstanding
(Note B)
:
|
|
|
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|
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||||||||
Basic
|
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29,053
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25,257
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28,912
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25,283
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||||
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||||||||
Diluted
|
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29,436
|
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25,809
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29,366
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|
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25,787
|
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Three Months Ended June 30,
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Six Months Ended June 30,
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||||||||||||
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2013
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|
2012
|
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2013
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2012
|
||||||||
Net earnings
|
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$
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1,831
|
|
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$
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1,002
|
|
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$
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1,334
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|
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$
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1,294
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Foreign currency translation adjustments
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(545
|
)
|
|
(122
|
)
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(1,029
|
)
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294
|
|
||||
Comprehensive income
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$
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1,286
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$
|
880
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$
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305
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|
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$
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1,588
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June 30, 2013 (Unaudited)
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December 31, 2012
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||||
ASSETS
|
||||||||
Current assets:
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||||
Cash and cash equivalents
(Note E)
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$
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31,102
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$
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37,806
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Restricted cash
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187
|
|
|
65
|
|
||
Receivables:
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|
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||||
Contract receivables, less allowances of $2,491 in 2013 and $1,693 in 2012:
|
|
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||||
Billed
|
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26,447
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32,626
|
|
||
Unbilled
|
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17,686
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12,501
|
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44,133
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45,127
|
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||
Employee advances and miscellaneous receivables, less allowances of $335 in 2013 and $538 in 2012
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1,215
|
|
|
1,352
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|
||
Total receivables
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45,348
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|
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46,479
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|
||
Prepaid expenses and other current assets
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4,822
|
|
|
3,853
|
|
||
Total current assets
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81,459
|
|
|
88,203
|
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||
Property and equipment
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59,157
|
|
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56,924
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|
||
Less accumulated depreciation and amortization
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(40,906
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)
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(37,350
|
)
|
||
Property and equipment, net
|
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18,251
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|
|
19,574
|
|
||
Goodwill
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13,611
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|
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13,669
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|
||
Intangible assets, less accumulated amortization of $29,754 in 2013 and $27,720 in 2012
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15,734
|
|
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18,399
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|
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Noncurrent portion of unbilled receivables
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1,354
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|
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1,391
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|
||
Other assets
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2,219
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|
|
2,350
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||
Total assets
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$
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132,628
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|
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$
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143,586
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||||
LIABILITIES AND SHAREHOLDERS’ EQUITY
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||||||||
Current liabilities:
|
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||||
Accounts payable and accrued expenses
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$
|
11,486
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|
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$
|
14,136
|
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Accrued payroll and related expenses
|
|
11,903
|
|
|
20,874
|
|
||
Refund liabilities
|
|
6,709
|
|
|
6,979
|
|
||
Deferred revenue
|
|
1,133
|
|
|
1,551
|
|
||
Current portion of debt
(Note F)
|
|
4,500
|
|
|
3,000
|
|
||
Business acquisition obligations
|
|
3,086
|
|
|
4,218
|
|
||
Total current liabilities
|
|
38,817
|
|
|
50,758
|
|
||
Long-term debt
(Note F)
|
|
—
|
|
|
3,000
|
|
||
Noncurrent business acquisition obligations
|
|
—
|
|
|
2,479
|
|
||
Noncurrent refund liabilities
|
|
981
|
|
|
1,159
|
|
||
Other long-term liabilities
|
|
711
|
|
|
1,538
|
|
||
Total liabilities
|
|
40,509
|
|
|
58,934
|
|
||
|
|
|
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|
||||
Commitments and contingencies
(Note H)
|
|
|
|
|
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||
|
|
|
|
|
||||
Shareholders’ equity
(Note B):
|
|
|
|
|
||||
Common stock, no par value; $.01 stated value per share. Authorized 50,000,000 shares; 29,198,977 shares issued and outstanding as of June 30, 2013 and 27,893,132 shares issued and outstanding as of December 31, 2012
|
|
292
|
|
|
279
|
|
||
Additional paid-in capital
|
|
601,194
|
|
|
594,045
|
|
||
Accumulated deficit
|
|
(511,866
|
)
|
|
(513,200
|
)
|
||
Accumulated other comprehensive income
|
|
2,499
|
|
|
3,528
|
|
||
Total shareholders’ equity
|
|
92,119
|
|
|
84,652
|
|
||
Total liabilities and shareholders’ equity
|
|
$
|
132,628
|
|
|
$
|
143,586
|
|
|
|
Six Months Ended June 30,
|
||||||
|
|
2013
|
|
2012
|
||||
Cash flows from operating activities:
|
|
|
|
|
||||
Net earnings
|
|
$
|
1,334
|
|
|
$
|
1,294
|
|
Adjustments to reconcile net earnings from operations to net cash (used in) provided by operating activities:
|
|
|
|
|
||||
Depreciation and amortization
|
|
6,643
|
|
|
6,878
|
|
||
Amortization of deferred loan costs (
Note F
)
|
|
91
|
|
|
91
|
|
||
Stock-based compensation expense
|
|
2,473
|
|
|
2,640
|
|
||
Deferred income taxes
|
|
(237
|
)
|
|
(45
|
)
|
||
Foreign currency transaction losses on short-term intercompany balances
|
|
582
|
|
|
158
|
|
||
Changes in assets and liabilities:
|
|
|
|
|
||||
Restricted cash
|
|
(122
|
)
|
|
(113
|
)
|
||
Billed receivables
|
|
5,404
|
|
|
(665
|
)
|
||
Unbilled receivables
|
|
(5,148
|
)
|
|
(4,131
|
)
|
||
Prepaid expenses and other current assets
|
|
(959
|
)
|
|
916
|
|
||
Other assets
|
|
23
|
|
|
(173
|
)
|
||
Accounts payable and accrued expenses
|
|
(2,563
|
)
|
|
(649
|
)
|
||
Accrued payroll and related expenses
|
|
(8,682
|
)
|
|
(4,346
|
)
|
||
Refund liabilities
|
|
(448
|
)
|
|
(167
|
)
|
||
Deferred revenue
|
|
(417
|
)
|
|
(504
|
)
|
||
Noncurrent compensation obligations
|
|
241
|
|
|
236
|
|
||
Other long-term liabilities
|
|
(1,348
|
)
|
|
(550
|
)
|
||
Net cash (used in) provided by operating activities
|
|
(3,133
|
)
|
|
870
|
|
||
Cash flows from investing activities:
|
|
|
|
|
||||
Business acquisition
|
|
—
|
|
|
(1,437
|
)
|
||
Purchases of property and equipment, net of disposal proceeds
|
|
(2,989
|
)
|
|
(4,220
|
)
|
||
Net cash used in investing activities
|
|
(2,989
|
)
|
|
(5,657
|
)
|
||
Cash flows from financing activities:
|
|
|
|
|
||||
Repayments of long-term debt
|
|
(1,500
|
)
|
|
(1,500
|
)
|
||
Restricted stock repurchased from employees for withholding taxes
|
|
(1,192
|
)
|
|
(1,337
|
)
|
||
Proceeds from option exercises
|
|
402
|
|
|
238
|
|
||
Payments of deferred acquisition consideration
|
|
(1,656
|
)
|
|
(1,180
|
)
|
||
Net proceeds from issuance of common stock
|
|
4,118
|
|
|
—
|
|
||
Net cash provided by (used in) financing activities
|
|
172
|
|
|
(3,779
|
)
|
||
|
|
|
|
|
||||
Effect of exchange rates on cash and cash equivalents
|
|
(754
|
)
|
|
66
|
|
||
Net decrease in cash and cash equivalents
|
|
(6,704
|
)
|
|
(8,500
|
)
|
||
|
|
|
|
|
||||
Cash and cash equivalents at beginning of period
|
|
37,806
|
|
|
20,337
|
|
||
Cash and cash equivalents at end of period
|
|
$
|
31,102
|
|
|
$
|
11,837
|
|
|
|
|
|
|
||||
Supplemental disclosure of cash flow information:
|
|
|
|
|
||||
Cash paid during the period for interest
|
|
$
|
365
|
|
|
$
|
181
|
|
Cash paid during the period for income taxes, net of refunds received
|
|
$
|
1,207
|
|
|
$
|
867
|
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
Basic earnings per common share:
|
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||
Numerator:
|
|
|
|
|
|
|
|
|
||||||||
Net earnings
|
|
$
|
1,831
|
|
|
$
|
1,002
|
|
|
$
|
1,334
|
|
|
$
|
1,294
|
|
|
|
|
|
|
|
|
|
|
||||||||
Denominator:
|
|
|
|
|
|
|
|
|
||||||||
Weighted-average common shares outstanding
|
|
29,053
|
|
|
25,257
|
|
|
28,912
|
|
|
25,283
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Basic earnings per common share
|
|
$
|
0.06
|
|
|
$
|
0.04
|
|
|
$
|
0.05
|
|
|
$
|
0.05
|
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
Diluted earnings per common share:
|
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||
Numerator:
|
|
|
|
|
|
|
|
|
||||||||
Net earnings
|
|
$
|
1,831
|
|
|
$
|
1,002
|
|
|
$
|
1,334
|
|
|
$
|
1,294
|
|
|
|
|
|
|
|
|
|
|
||||||||
Denominator:
|
|
|
|
|
|
|
|
|
||||||||
Weighted-average common shares outstanding
|
|
29,053
|
|
|
25,257
|
|
|
28,912
|
|
|
25,283
|
|
||||
Incremental shares from stock-based compensation plans
|
|
383
|
|
|
552
|
|
|
454
|
|
|
504
|
|
||||
Denominator for diluted earnings per common share
|
|
29,436
|
|
|
25,809
|
|
|
29,366
|
|
|
25,787
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Diluted earnings per common share
|
|
$
|
0.06
|
|
|
$
|
0.04
|
|
|
$
|
0.05
|
|
|
$
|
0.05
|
|
Grantee
Type
|
|
# of
Options
Granted
|
|
Vesting Period
|
|
Weighted
Average
Exercise Price
|
|
Weighted
Average Grant
Date Fair Value
|
|||||
2013
|
|
|
|
|
|
|
|
|
|||||
Director group
|
|
75,490
|
|
|
1 year or less
|
|
$
|
5.67
|
|
|
$
|
2.00
|
|
Director group
|
|
17,092
|
|
|
3 years
|
|
$
|
6.83
|
|
|
$
|
3.76
|
|
Employee group
|
|
438,625
|
|
|
3 years
|
|
$
|
5.56
|
|
|
$
|
2.44
|
|
Employee inducement
(1)
|
|
20,000
|
|
|
3 years
|
|
$
|
7.14
|
|
|
$
|
3.81
|
|
|
|
|
|
|
|
|
|
|
|||||
2012
|
|
|
|
|
|
|
|
|
|||||
Director group
|
|
51,276
|
|
|
1 year or less
|
|
$
|
7.53
|
|
|
$
|
3.97
|
|
Employee group
|
|
589,750
|
|
|
3 years
|
|
$
|
7.53
|
|
|
$
|
4.11
|
|
(1)
|
The Company granted non-qualified performance-based stock options outside its existing stock-based compensation plans in the first quarter of 2013 to one employee in connection with the employee joining the Company.
|
Grantee
Type
|
|
# of Shares
Granted
|
|
Vesting Period
|
|
Weighted
Average Grant
Date Fair Value
|
|||
2013
|
|
|
|
|
|
|
|||
Director group
|
|
75,490
|
|
|
1 year or less
|
|
$
|
5.67
|
|
Director group
|
|
17,092
|
|
|
3 years
|
|
$
|
6.83
|
|
Employee group
|
|
438,625
|
|
|
3 years
|
|
$
|
5.56
|
|
Employee inducement
(1)
|
|
20,000
|
|
|
3 years
|
|
$
|
7.14
|
|
|
|
|
|
|
|
|
|||
2012
|
|
|
|
|
|
|
|||
Director group
|
|
51,276
|
|
|
1 year or less
|
|
$
|
7.53
|
|
Employee group
|
|
405,486
|
|
|
3 years
|
|
$
|
7.53
|
|
(1)
|
The Company granted nonvested performance-based stock awards (restricted stock) outside its existing stock-based compensation plans in the first quarter of 2013 to one employee in connection with the employee joining the Company.
|
|
|
Recovery
Audit
Services –
Americas
|
|
Recovery Audit
Services –
Europe/Asia-
Pacific
|
|
New
Services
|
|
Corporate
Support
|
|
Total
|
||||||||||
Three Months Ended June 30, 2013
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenue
|
|
$
|
29,392
|
|
|
$
|
10,770
|
|
|
$
|
10,043
|
|
|
$
|
—
|
|
|
$
|
50,205
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net earnings
|
|
|
|
|
|
|
|
|
|
$
|
1,831
|
|
||||||||
Income tax expense
|
|
|
|
|
|
|
|
|
|
586
|
|
|||||||||
Interest expense, net
|
|
|
|
|
|
|
|
|
|
53
|
|
|||||||||
EBIT
|
|
$
|
6,771
|
|
|
$
|
(74
|
)
|
|
$
|
369
|
|
|
$
|
(4,596
|
)
|
|
2,470
|
|
|
Depreciation of property and equipment
|
|
1,356
|
|
|
126
|
|
|
545
|
|
|
—
|
|
|
2,027
|
|
|||||
Amortization of intangible assets
|
|
698
|
|
|
452
|
|
|
182
|
|
|
—
|
|
|
1,332
|
|
|||||
EBITDA
|
|
8,825
|
|
|
504
|
|
|
1,096
|
|
|
(4,596
|
)
|
|
5,829
|
|
|||||
Foreign currency transaction losses (gains) on short-term intercompany balances
|
|
171
|
|
|
69
|
|
|
—
|
|
|
(15
|
)
|
|
225
|
|
|||||
Acquisition obligations classified as compensation
|
|
—
|
|
|
—
|
|
|
44
|
|
|
—
|
|
|
44
|
|
|||||
Transformation severance and related expenses
|
|
80
|
|
|
537
|
|
|
—
|
|
|
—
|
|
|
617
|
|
|||||
Stock-based compensation
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,155
|
|
|
1,155
|
|
|||||
Adjusted EBITDA
|
|
$
|
9,076
|
|
|
$
|
1,110
|
|
|
$
|
1,140
|
|
|
$
|
(3,456
|
)
|
|
$
|
7,870
|
|
|
|
Recovery
Audit
Services –
Americas
|
|
Recovery Audit
Services –
Europe/Asia-
Pacific
|
|
New
Services
|
|
Corporate
Support
|
|
Total
|
||||||||||
Three Months Ended June 30, 2012
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenue
|
|
$
|
29,592
|
|
|
$
|
13,411
|
|
|
$
|
8,655
|
|
|
$
|
—
|
|
|
$
|
51,658
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net earnings
|
|
|
|
|
|
|
|
|
|
$
|
1,002
|
|
||||||||
Income tax expense
|
|
|
|
|
|
|
|
|
|
584
|
|
|||||||||
Interest expense, net
|
|
|
|
|
|
|
|
|
|
529
|
|
|||||||||
EBIT
|
|
$
|
6,469
|
|
|
$
|
1,554
|
|
|
$
|
(821
|
)
|
|
$
|
(5,087
|
)
|
|
2,115
|
|
|
Depreciation of property and equipment
|
|
990
|
|
|
87
|
|
|
502
|
|
|
—
|
|
|
1,579
|
|
|||||
Amortization of intangible assets
|
|
767
|
|
|
490
|
|
|
202
|
|
|
—
|
|
|
1,459
|
|
|||||
EBITDA
|
|
8,226
|
|
|
2,131
|
|
|
(117
|
)
|
|
(5,087
|
)
|
|
5,153
|
|
|||||
Foreign currency transaction losses on short-term intercompany balances
|
|
71
|
|
|
406
|
|
|
20
|
|
|
—
|
|
|
497
|
|
|||||
Acquisition obligations classified as compensation
|
|
—
|
|
|
—
|
|
|
94
|
|
|
—
|
|
|
94
|
|
|||||
Transformation severance and related expenses
|
|
23
|
|
|
21
|
|
|
232
|
|
|
—
|
|
|
276
|
|
|||||
Wage claim costs
|
|
328
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
328
|
|
|||||
Stock-based compensation
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,239
|
|
|
1,239
|
|
|||||
Adjusted EBITDA
|
|
$
|
8,648
|
|
|
$
|
2,558
|
|
|
$
|
229
|
|
|
$
|
(3,848
|
)
|
|
$
|
7,587
|
|
|
|
Recovery
Audit
Services –
Americas
|
|
Recovery Audit
Services –
Europe/Asia-
Pacific
|
|
New
Services
|
|
Corporate
Support
|
|
Total
|
||||||||||
Six Months Ended June 30, 2013
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenue
|
|
$
|
55,634
|
|
|
$
|
21,787
|
|
|
$
|
17,885
|
|
|
$
|
—
|
|
|
$
|
95,306
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net earnings
|
|
|
|
|
|
|
|
|
|
$
|
1,334
|
|
||||||||
Income tax expense
|
|
|
|
|
|
|
|
|
|
642
|
|
|||||||||
Interest income, net
|
|
|
|
|
|
|
|
|
|
(164
|
)
|
|||||||||
EBIT
|
|
$
|
12,225
|
|
|
$
|
367
|
|
|
$
|
(792
|
)
|
|
$
|
(9,988
|
)
|
|
1,812
|
|
|
Depreciation of property and equipment
|
|
2,724
|
|
|
238
|
|
|
1,073
|
|
|
—
|
|
|
4,035
|
|
|||||
Amortization of intangible assets
|
|
1,396
|
|
|
848
|
|
|
364
|
|
|
—
|
|
|
2,608
|
|
|||||
EBITDA
|
|
16,345
|
|
|
1,453
|
|
|
645
|
|
|
(9,988
|
)
|
|
8,455
|
|
|||||
Foreign currency transaction losses (gains) on short-term intercompany balances
|
|
223
|
|
|
375
|
|
|
—
|
|
|
(16
|
)
|
|
582
|
|
|||||
Acquisition obligations classified as compensation
|
|
—
|
|
|
—
|
|
|
100
|
|
|
—
|
|
|
100
|
|
|||||
Transformation severance and related expenses
|
|
80
|
|
|
537
|
|
|
—
|
|
|
—
|
|
|
617
|
|
|||||
Stock-based compensation
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,473
|
|
|
2,473
|
|
|||||
Adjusted EBITDA
|
|
$
|
16,648
|
|
|
$
|
2,365
|
|
|
$
|
745
|
|
|
$
|
(7,531
|
)
|
|
$
|
12,227
|
|
|
|
Recovery
Audit
Services –
Americas
|
|
Recovery Audit
Services –
Europe/Asia-
Pacific
|
|
New
Services
|
|
Corporate
Support
|
|
Total
|
||||||||||
Six Months Ended June 30, 2012
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenue
|
|
$
|
58,405
|
|
|
$
|
27,716
|
|
|
$
|
17,186
|
|
|
$
|
—
|
|
|
$
|
103,307
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net earnings
|
|
|
|
|
|
|
|
|
|
$
|
1,294
|
|
||||||||
Income tax expense
|
|
|
|
|
|
|
|
|
|
1,081
|
|
|||||||||
Interest expense, net
|
|
|
|
|
|
|
|
|
|
1,033
|
|
|||||||||
EBIT
|
|
$
|
12,030
|
|
|
$
|
3,211
|
|
|
$
|
(1,619
|
)
|
|
$
|
(10,214
|
)
|
|
3,408
|
|
|
Depreciation of property and equipment
|
|
1,905
|
|
|
127
|
|
|
1,060
|
|
|
—
|
|
|
3,092
|
|
|||||
Amortization of intangible assets
|
|
2,353
|
|
|
1,029
|
|
|
404
|
|
|
—
|
|
|
3,786
|
|
|||||
EBITDA
|
|
16,288
|
|
|
4,367
|
|
|
(155
|
)
|
|
(10,214
|
)
|
|
10,286
|
|
|||||
Foreign currency transaction losses on short-term intercompany balances
|
|
8
|
|
|
149
|
|
|
1
|
|
|
—
|
|
|
158
|
|
|||||
Acquisition obligations classified as compensation
|
|
—
|
|
|
—
|
|
|
195
|
|
|
—
|
|
|
195
|
|
|||||
Transformation severance and related expenses
|
|
113
|
|
|
78
|
|
|
327
|
|
|
—
|
|
|
518
|
|
|||||
Wage claim costs
|
|
577
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
577
|
|
|||||
Stock-based compensation
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,640
|
|
|
2,640
|
|
|||||
Adjusted EBITDA
|
|
$
|
16,986
|
|
|
$
|
4,594
|
|
|
$
|
368
|
|
|
$
|
(7,574
|
)
|
|
$
|
14,374
|
|
|
|
June 30,
2013
|
|
December 31,
2012
|
||||
SunTrust term loan due quarterly through January 2014
|
|
$
|
4,500
|
|
|
$
|
6,000
|
|
Less current portion
|
|
4,500
|
|
|
3,000
|
|
||
Noncurrent portion
|
|
$
|
—
|
|
|
$
|
3,000
|
|
Fair values of net assets acquired:
|
|
||
Equipment
|
$
|
10
|
|
Intangible assets, primarily non-compete agreements
|
171
|
|
|
Working capital, including work in progress
|
666
|
|
|
Goodwill
|
695
|
|
|
Fair value of net assets acquired
|
$
|
1,542
|
|
|
|
||
Fair value of purchase price
|
$
|
1,542
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||
|
2012
|
|
2012
|
||||
Revenue
|
$
|
51,658
|
|
|
$
|
103,307
|
|
Net earnings
|
$
|
1,396
|
|
|
$
|
1,755
|
|
•
|
Diverse client base – our clients include a diverse mix of discounters, grocery, 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 processing 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.
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||
|
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||
Revenue
|
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
Operating expenses:
|
|
|
|
|
|
|
|
|
||||
Cost of revenue
|
|
62.8
|
|
|
64.5
|
|
|
65.0
|
|
|
65.4
|
|
Selling, general and administrative expenses
|
|
25.2
|
|
|
24.6
|
|
|
25.6
|
|
|
24.5
|
|
Depreciation of property and equipment
|
|
4.0
|
|
|
3.1
|
|
|
4.2
|
|
|
3.0
|
|
Amortization of intangible assets
|
|
2.6
|
|
|
2.8
|
|
|
2.7
|
|
|
3.6
|
|
Total operating expenses
|
|
94.6
|
|
|
95.0
|
|
|
97.5
|
|
|
96.5
|
|
Operating income
|
|
5.4
|
|
|
5.0
|
|
|
2.5
|
|
|
3.5
|
|
|
|
|
|
|
|
|
|
|
||||
Foreign currency transaction losses on short-term intercompany balances
|
|
0.5
|
|
|
1.0
|
|
|
0.6
|
|
|
0.2
|
|
Interest expense (income), net
|
|
0.1
|
|
|
1.0
|
|
|
(0.2
|
)
|
|
1.0
|
|
Earnings before income taxes
|
|
4.8
|
|
|
3.0
|
|
|
2.1
|
|
|
2.3
|
|
Income tax expense
|
|
1.2
|
|
|
1.1
|
|
|
0.7
|
|
|
1.0
|
|
|
|
|
|
|
|
|
|
|
||||
Net earnings
|
|
3.6
|
%
|
|
1.9
|
%
|
|
1.4
|
%
|
|
1.3
|
%
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||
Recovery Audit Services – Americas
|
|
$
|
29,392
|
|
|
$
|
29,592
|
|
|
$
|
55,634
|
|
|
$
|
58,405
|
|
Recovery Audit Services – Europe/Asia-Pacific
|
|
10,770
|
|
|
13,411
|
|
|
21,787
|
|
|
27,716
|
|
||||
New Services
|
|
10,043
|
|
|
8,655
|
|
|
17,885
|
|
|
17,186
|
|
||||
Total
|
|
$
|
50,205
|
|
|
$
|
51,658
|
|
|
$
|
95,306
|
|
|
$
|
103,307
|
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||
Recovery Audit Services – Americas
|
|
$
|
15,210
|
|
|
$
|
16,070
|
|
|
$
|
29,560
|
|
|
$
|
32,022
|
|
Recovery Audit Services – Europe/Asia-Pacific
|
|
9,178
|
|
|
10,006
|
|
|
18,423
|
|
|
21,081
|
|
||||
New Services
|
|
7,133
|
|
|
7,236
|
|
|
13,945
|
|
|
14,427
|
|
||||
Total
|
|
$
|
31,521
|
|
|
$
|
33,312
|
|
|
$
|
61,928
|
|
|
$
|
67,530
|
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||
Recovery Audit Services – Americas
|
|
$
|
5,186
|
|
|
$
|
5,225
|
|
|
$
|
9,506
|
|
|
$
|
10,087
|
|
Recovery Audit Services – Europe/Asia-Pacific
|
|
1,019
|
|
|
868
|
|
|
1,536
|
|
|
2,119
|
|
||||
New Services
|
|
1,814
|
|
|
1,516
|
|
|
3,295
|
|
|
2,913
|
|
||||
Subtotal for reportable segments
|
|
8,019
|
|
|
7,609
|
|
|
14,337
|
|
|
15,119
|
|
||||
Corporate Support
|
|
4,611
|
|
|
5,087
|
|
|
10,004
|
|
|
10,214
|
|
||||
Total
|
|
$
|
12,630
|
|
|
$
|
12,696
|
|
|
$
|
24,341
|
|
|
$
|
25,333
|
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||
Recovery Audit Services – Americas
|
|
$
|
1,356
|
|
|
$
|
990
|
|
|
$
|
2,724
|
|
|
$
|
1,905
|
|
Recovery Audit Services – Europe/Asia-Pacific
|
|
126
|
|
|
87
|
|
|
238
|
|
|
127
|
|
||||
New Services
|
|
545
|
|
|
502
|
|
|
1,073
|
|
|
1,060
|
|
||||
Total
|
|
$
|
2,027
|
|
|
$
|
1,579
|
|
|
$
|
4,035
|
|
|
$
|
3,092
|
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||
Recovery Audit Services – Americas
|
|
$
|
698
|
|
|
$
|
767
|
|
|
$
|
1,396
|
|
|
$
|
2,353
|
|
Recovery Audit Services – Europe/Asia-Pacific
|
|
452
|
|
|
490
|
|
|
848
|
|
|
1,029
|
|
||||
New Services
|
|
182
|
|
|
202
|
|
|
364
|
|
|
404
|
|
||||
Total
|
|
$
|
1,332
|
|
|
$
|
1,459
|
|
|
$
|
2,608
|
|
|
$
|
3,786
|
|
|
|
Six Months Ended June 30,
|
||||||
|
|
2013
|
|
2012
|
||||
Net earnings
|
|
$
|
1,334
|
|
|
$
|
1,294
|
|
Adjustments for certain non-cash items
|
|
9,552
|
|
|
9,722
|
|
||
|
|
10,886
|
|
|
11,016
|
|
||
Changes in operating assets and liabilities
|
|
(14,019
|
)
|
|
(10,146
|
)
|
||
Net cash (used in) provided by operating activities
|
|
$
|
(3,133
|
)
|
|
$
|
870
|
|
2013
|
|
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)
|
||||||
April 1 - April 30
|
|
7,485
|
|
|
$
|
6.77
|
|
|
—
|
|
|
$
|
—
|
|
May 1 - May 31
|
|
38,027
|
|
|
$
|
5.46
|
|
|
—
|
|
|
$
|
—
|
|
June 1 - June 30
|
|
74,146
|
|
|
$
|
5.58
|
|
|
—
|
|
|
$
|
—
|
|
|
|
119,658
|
|
|
$
|
5.61
|
|
|
—
|
|
|
|
(a)
|
All shares purchased during the quarter were surrendered by employees to satisfy tax withholding obligations upon vesting of restricted stock.
|
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.
|
|
|
||
4.3
|
|
|
Shareholder Protection Rights Agreement, dated as of August 9, 2000, between the Registrant and Rights Agent (incorporated by reference to Exhibit 4.1 to the Registrant’s Form 8-K filed on August 9, 2000).
|
|
|
||
4.3.1
|
|
|
First Amendment to Shareholder Protection Rights Agreement, dated as of March 12, 2002, between the Registrant and Rights Agent (incorporated by reference to Exhibit 4.3 to the Registrant’s Form 10-Q for the quarterly period ended June 30, 2002).
|
|
|
||
4.3.2
|
|
|
Second Amendment to Shareholder Protection Rights Agreement, effective as of August 16, 2002, between the Registrant and Rights Agent (incorporated by reference to Exhibit 4.3 to the Registrant’s Form 10-Q for the quarterly period ended September 30, 2002).
|
|
|
||
4.3.3
|
|
|
Third Amendment to Shareholder Protection Rights Agreement, effective as of November 7, 2005, between the Registrant and Rights Agent (incorporated by reference to Exhibit 4.1 to the Registrant’s Form 8-K filed on November 14, 2005).
|
|
|
||
4.3.4
|
|
|
Fourth Amendment to Shareholder Protection Rights Agreement, effective as of November 14, 2005, between the Registrant and Rights Agent (incorporated by reference to Exhibit 4.1 to the Registrant’s Form 8-K filed on November 30, 2005).
|
|
|
||
4.3.5
|
|
|
Fifth Amendment to Shareholder Protection Rights Agreement, effective as of March 15, 2006, between the Registrant and Rights Agent (incorporated by reference to Exhibit 4.9 to the Registrant’s Form 10-K for the year ended December 31, 2005).
|
|
|
||
4.3.6
|
|
|
Sixth Amendment to Shareholder Protection Rights Agreement, effective as of September 17, 2007, between the Registrant and Rights Agent (incorporated by reference to Exhibit 4.1 to the Registrant’s Form 8-K filed on September 21, 2007).
|
|
|
||
4.3.7
|
|
|
Seventh Amendment to Shareholder Protection Rights Agreement, effective as of August 9, 2010, between the Registrant and Rights Agent (incorporated by reference to Exhibit 4.1 to the Registrant’s Form 8-K filed on August 9, 2010).
|
|
|
||
4.3.8
|
|
|
Eighth Amendment to Shareholder Protection Rights Agreement, effective as of August 4, 2011, between the Registrant and Rights Agent (incorporated by reference to Exhibit 10.1 to the Registrant’s Form 10-Q for the quarterly period ended June 30, 2011).
|
|
|
||
4.3.9
|
|
|
Ninth Amendment to Shareholder Protection Rights Agreement, effective as of August 2, 2012, between the Registrant and Rights Agent (incorporated by reference to Exhibit 4.3.9 to the Registrant’s Form 10-Q for the quarterly period ended June 30, 2012).
|
|
|
|
|
10.1
|
|
|
Employment Agreement dated June 18, 2013, by and between Tushar Sachdev and the Registrant.
|
|
|
||
31.1
|
|
|
Certification of the Chief Executive Officer, pursuant to Rule 13a-14(a) or 15d-14(a), for the quarter ended June 30, 2013.
|
|
|
||
31.2
|
|
|
Certification of the Chief Financial Officer, pursuant to Rule 13a-14(a) or 15d-14(a), for the quarter ended June 30, 2013.
|
|
|
||
32.1
|
|
|
Certification of the Chief Executive Officer and Chief Financial Officer, pursuant to 18 U.S.C. Section 1350, for the quarter ended June 30, 2013.
|
|
|
|
101
|
|
|
The following financial information from the Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2013, formatted in Extensible Business Reporting Language (“XBRL”): (i) Condensed Consolidated Statements of Income, (ii) Condensed Consolidated Statements of Comprehensive Income, (iii) Condensed Consolidated Balance Sheets, (iv) Condensed Consolidated Statements of Cash Flows and (v) Notes to Condensed Consolidated Financial Statements.*
|
*
|
Pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed not to be “filed” or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, or Section 18 of the Securities Act of 1934, as amended, and otherwise are not subject to liability under these sections.
|
|
PRGX GLOBAL, INC.
|
||
|
|
|
|
August 6, 2013
|
By:
|
|
/s/ Romil Bahl
|
|
|
|
Romil Bahl
|
|
|
|
President, Chief Executive Officer, Director
(Principal Executive Officer)
|
|
|
|
|
August 6, 2013
|
By:
|
|
/s/ Robert B. Lee
|
|
|
|
Robert B. Lee
|
|
|
|
Chief Financial Officer and Treasurer
(Principal Financial Officer)
|
|
|
|
|
PRGX GLOBAL, INC.
|
||
|
|
|
|
By:
|
|
/s/ Romil Bahl
|
|
|
|
|
Its:
|
|
President and CEO
|
|
|
|
|
|
|
600 Galleria Parkway
|
|
|
|
|
|
|
Suite 100
|
|
|
|
|
|
|
Atlanta, Georgia 30339
|
|
|
|
|
|
|
Attn: General Counsel
|
|
|
|
|
|
|
|
|
|
|
EXECUTIVE
|
|||
|
|
|
|
/s/ Tushar Sachdev
|
||
|
|
|
|
Tushar Sachdev
|
||
|
|
|
|
301/6 SHANTA BHAVAN,
|
||
|
|
|
|
JAIN DERASAR LANE, WADALA
|
||
|
|
|
|
MUMBAI - 400031, INDIA
|
Category
|
Additional Compensation and Benefits During Assignment
|
|
|
Projected Start Date
|
July, 2013
|
|
|
Assignment Location
|
Atlanta, Georgia
|
|
|
Housing/Living Expenses/Auto
|
Reimbursement for the first 30 days after the Effective Date of this Agreement of the Executive's corporate housing costs, reasonable living expenses such as meals, telephone, and internet and automobile rental costs (for one auto), capped at $5,000 in total, subject to presentation of adequate substantiation, including receipts, payable in no event later than December 31, 2013
|
|
|
Relocation Allowance
|
$25,000 one-time relocation allowance, to be paid within ten business days of the Effective Date of this Agreement, and reimbursement of the reasonable costs of business class airfare for the Executive and the Executive's spouse and minor children to travel to Atlanta, Georgia at the commencement of the Executive's assignment, subject to presentation of adequate substantiation, including receipts, payable in no event later than the last day of the year following the year in which the reimbursable expenses are incurred
|
|
|
Work Permit/Visas
|
The Company to pay the reasonable costs to obtain L-1 Visa for the Executive and L-2 Visas for the Executive's spouse and minor children
|
|
|
Tax/Preparation
|
Tax preparation assistance from PwC (or company designated 3
rd
party) for the years affected by the assignment, capped at $8,000 per year, payable in no event later than the last day of the year following the year in which the related taxes must be remitted
|
Category
|
Additional Compensation and Benefits During Assignment
|
|
|
Airfare
|
Reimbursement for the reasonable costs of business class airfare for one round trip to India for the Executive and the Executive's spouse and minor children, for each calendar year during the assignment, subject to presentation of adequate substantiation, including receipts, payable in no event later than the last day of the year following the year in which the reimbursable expenses are incurred
|
|
|
|
|
|
|
|
August 6, 2013
|
|
|
|
By:
|
|
/s/ Romil Bahl
|
|
|
|
|
|
|
Romil Bahl
|
|
|
|
|
|
|
President, Chief Executive Officer, Director
(Principal Executive Officer)
|
|
|
|
|
|
|
|
August 6, 2013
|
|
|
|
By:
|
|
/s/ Robert B. Lee
|
|
|
|
|
|
|
Robert B. Lee
|
|
|
|
|
|
|
Chief Financial Officer and Treasurer
(Principal Financial Officer)
|
|
|
|
|
|
|
|
August 6, 2013
|
|
|
|
By:
|
|
/s/ Romil Bahl
|
|
|
|
|
|
|
Romil Bahl
|
|
|
|
|
|
|
President, Chief Executive Officer, Director
(Principal Executive Officer)
|
|
|
|
|
|||
August 6, 2013
|
|
|
|
By:
|
|
/s/ Robert B. Lee
|
|
|
|
|
|
|
Robert B. Lee
|
|
|
|
|
|
|
Chief Financial Officer and Treasurer
(Principal Financial Officer)
|