##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 
 FORM 10-Q
 
 (Mark One)
 þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the quarterly period ended March 31, 2011
 OR
 o
    
    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.
  Georgia(State or other jurisdiction of 
incorporation or organization)
    
    58-2213805(I.R.S. Employer
Identification No.)600 Galleria Parkway 
Suite 100
Atlanta, Georgia(Address of principal executive offices)
    
    30339-5986(Zip Code)
 Registrant s telephone number, including area code: (770) 779-3900
 þ o
 o o
  Large accelerated filer oAccelerated filer þNon-accelerated filer o(Do not check if a smaller reporting company)Smaller reporting company o o þ




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##### 



PRGX GLOBAL, INC.
 FORM 10-Q
For the Quarter Ended March 31, 2011
  
 INDEX
 Page No.Part I.Financial InformationItem 1. Financial Statements
    
    
    1Condensed Consolidated Statements of Operations for the Three Months Ended March 31, 2011 and 2010 (Unaudited)
    
    
    1Condensed Consolidated Balance Sheets as of March 31, 2011 (Unaudited) and December 31, 2010
    
    
    2Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2011 and 2010 (Unaudited)
    
    
    3Notes to Condensed Consolidated Financial Statements
    
    
    4Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    10Item 3. Quantitative and Qualitative Disclosures About Market Risk
    
    
    18Item 4. Controls and Procedures
    
    
    19Part II.Other InformationItem 1. Legal Proceedings
    
    
    20Item 1A. Risk Factors
    
    
    20Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    20Item 3. Defaults Upon Senior Securities
    
    
    20Item 4. [Reserved]
    
    
    20Item 5. Other Information
    
    
    20Item 6. Exhibits
    
    
    21Signatures
    
    
    22EX-31.1EX-31.2EX-32.1




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##### Table of Contents



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 EndedMarch 31,2011
    
    
    2010Revenues
    
    $
    50,718
    
    
    $
    41,329Cost of revenues
    
    
    34,594
    
    
    
    29,833Gross margin
    
    
    16,124
    
    
    
    11,496Selling, general and administrative expenses
    
    
    12,430
    
    
    
    9,999Depreciation and amortization
    
    
    2,302
    
    
    
    2,110Operating income (loss)
    
    
    1,392
    
    
    
    (613
    )Foreign currency transaction (gains) losses on intercompany balances
    
    
    (448
    )
    
    
    621Interest expense, net
    
    
    347
    
    
    
    384Loss on debt extinguishment
    
    
    
    
    
    
    1,381Earnings (loss) before income taxes
    
    
    1,493
    
    
    
    (2,999
    )Income tax expense
    
    
    1,121
    
    
    
    436Net earnings (loss)
    
    $
    372
    
    
    $
    (3,435
    )Basic earnings (loss) per common share (Note B)
    
    $
    0.02
    
    
    $
    (0.15
    )Diluted earnings (loss) per common share (Note B)
    
    $
    0.02
    
    
    $
    (0.15
    )Weighted-average common shares outstanding (Note B):Basic
    
    
    24,258
    
    
    
    23,527Diluted
    
    
    24,533
    
    
    
    23,527
 See accompanying Notes to Condensed Consolidated Financial Statements.
 1




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##### Table of Contents



PRGX GLOBAL, INC. AND SUBSIDIARIES
 
 CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except share data)
 March 31,2011
    
    
    December 31,(Unaudited)
    
    
    2010ASSETSCurrent assets:Cash and cash equivalents (Note F)
    
    $
    22,667
    
    
    $
    18,448Restricted cash
    
    
    124
    
    
    
    64Receivables:Contract receivables, less allowances of $731 in 2011 and $591 in 2010:Billed
    
    
    32,079
    
    
    
    31,144Unbilled
    
    
    4,038
    
    
    
    4,74936,117
    
    
    
    35,893Employee advances and miscellaneous receivables, less allowances of $607 in 2011 and
$669 in 2010
    
    
    1,377
    
    
    
    827Total receivables
    
    
    37,494
    
    
    
    36,720Prepaid expenses and other current assets
    
    
    3,548
    
    
    
    3,622Total current assets
    
    
    63,833
    
    
    
    58,854Property and equipment
    
    
    44,381
    
    
    
    43,068Less accumulated depreciation and amortization
    
    
    (28,435
    )
    
    
    (27,373
    )Property and equipment, net
    
    
    15,946
    
    
    
    15,695Goodwill
    
    
    5,196
    
    
    
    5,196Intangible assets, less accumulated amortization of $18,752 in 2011 and $17,573 in 2010
    
    
    22,923
    
    
    
    23,855Noncurrent portion of unbilled receivables
    
    
    1,195
    
    
    
    1,462Other assets
    
    
    1,439
    
    
    
    1,259$
    110,532
    
    
    $
    106,321LIABILITIES AND SHAREHOLDERS EQUITYCurrent liabilities:Accounts payable and accrued expenses
    
    $
    14,422
    
    
    $
    14,365Accrued payroll and related expenses
    
    
    17,075
    
    
    
    13,871Refund liabilities
    
    
    7,205
    
    
    
    7,179Deferred revenues
    
    
    1,547
    
    
    
    1,381Current portion of debt (Note G)
    
    
    3,000
    
    
    
    3,000Business acquisition obligations
    
    
    1,376
    
    
    
    1,380Total current liabilities
    
    
    44,625
    
    
    
    41,176Long-term debt (Note G)
    
    
    8,250
    
    
    
    9,000Noncurrent business acquisition obligations
    
    
    2,644
    
    
    
    2,435Noncurrent refund liabilities
    
    
    1,130
    
    
    
    982Other long-term liabilities
    
    
    3,617
    
    
    
    3,885Total liabilities
    
    
    60,266
    
    
    
    57,478Commitments and contingencies (Note I)Shareholders equity (Note B):Common stock, no par value; $.01 stated value per share. Authorized 50,000,000 shares;
23,986,052 shares issued and outstanding as of March 31, 2011 and 23,932,774 shares
issued and outstanding as of December 31, 2010
    
    
    240
    
    
    
    239Additional paid-in capital
    
    
    567,100
    
    
    
    566,328Accumulated deficit
    
    
    (521,036
    )
    
    
    (521,408
    )Accumulated other comprehensive income
    
    
    3,962
    
    
    
    3,684Total shareholders equity
    
    
    50,266
    
    
    
    48,843$
    110,532
    
    
    $
    106,321
 See accompanying Notes to Condensed Consolidated Financial Statements.
 2




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##### Table of Contents



PRGX GLOBAL, INC. AND SUBSIDIARIES
 
 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(In thousands)
 Three Months EndedMarch 31,2011
    
    
    2010Cash flows from operating activities:Net earnings (loss)
    
    $
    372
    
    
    $
    (3,435
    )Adjustments to reconcile net earnings (loss) from operations to net cash
provided by (used in) operating activities:Depreciation and amortization
    
    
    2,302
    
    
    
    2,110Amortization of deferred loan costs (Note G)
    
    
    45
    
    
    
    1,411Stock-based compensation expense
    
    
    901
    
    
    
    818Loss on sale of property and equipment
    
    
    3
    
    
    
    Deferred income taxes
    
    
    (112
    )
    
    
    (520
    )Foreign currency transaction (gains) losses on intercompany balances
    
    
    (448
    )
    
    
    621Changes in assets and liabilities:Restricted cash
    
    
    (60
    )
    
    
    135Billed receivables
    
    
    (344
    )
    
    
    2,225Unbilled receivables
    
    
    978
    
    
    
    1,196Prepaid expenses and other current assets
    
    
    (402
    )
    
    
    (7
    )Other assets
    
    
    (104
    )
    
    
    20Accounts payable and accrued expenses
    
    
    (210
    )
    
    
    (4,623
    )Accrued payroll and related expenses
    
    
    3,020
    
    
    
    (3,341
    )Refund liabilities
    
    
    174
    
    
    
    (226
    )Deferred revenue
    
    
    143
    
    
    
    282Noncurrent compensation obligations
    
    
    (8
    )
    
    
    (3
    )Other long-term liabilities
    
    
    (96
    )
    
    
    (130
    )Net cash provided by (used in) operating activities
    
    
    6,154
    
    
    
    (3,467
    )Cash flows from investing activities:Business acquisition
    
    
    
    
    
    
    (3,059
    )Purchases of property and equipment, net of disposal proceeds
    
    
    (1,479
    )
    
    
    (1,457
    )Net cash used in investing activities
    
    
    (1,479
    )
    
    
    (4,516
    )Cash flows from financing activities:Repayment of former credit facility (Note G)
    
    
    
    
    
    
    (14,070
    )Repayments of long-term debt and capital lease obligations
    
    
    (750
    )
    
    
    (834
    )Proceeds from term loan (Note G)
    
    
    
    
    
    
    15,000Restricted stock remitted by employees for taxes
    
    
    (236
    )
    
    
    (6
    )Proceeds from option exercises
    
    
    127
    
    
    
    Payments for deferred loan costs
    
    
    
    
    
    
    (540
    )Payments of deferred acquisition consideration
    
    
    
    
    
    
    (782
    )Net cash used in financing activities
    
    
    (859
    )
    
    
    (1,232
    )Effect of exchange rates on cash and cash equivalents
    
    
    403
    
    
    
    (304
    )Net change in cash and cash equivalents
    
    
    4,219
    
    
    
    (9,519
    )Cash and cash equivalents at beginning of period
    
    
    18,448
    
    
    
    33,026Cash and cash equivalents at end of period
    
    $
    22,667
    
    
    $
    23,507Supplemental disclosure of cash flow information:Cash paid during the period for interest
    
    $
    113
    
    
    $
    313Cash paid during the period for income taxes, net of refunds received
    
    $
    816
    
    
    $
    691
 See accompanying Notes to Condensed Consolidated Financial Statements.
 3




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RGX GLOBAL, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 Note A  Basis of Presentation
    New Accounting Standards
  FASB ASC 985-605
 FASB ASC Update No. 2010-26
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Note B  Earnings Per Common Share
  Three Months EndedMarch 31,2011
    
    
    2010Basic earnings (loss) per common share:Numerator:Net earnings (loss)
    
    $
    372
    
    
    $
    (3,435
    )Denominator:Weighted-average common shares outstanding
    
    
    24,258
    
    
    
    23,527Basic earnings (loss) per common share
    
    $
    0.02
    
    
    $
    (0.15
    )
 Three Months EndedMarch 31,2011
    
    
    2010Diluted earnings (loss) per common share:Numerator:Net earnings (loss)
    
    $
    372
    
    
    $
    (3,435
    )Denominator:Weighted-average common shares outstanding
    
    
    24,258
    
    
    
    23,527Incremental shares from stock-based compensation plans
    
    
    275
    
    
    
    Denominator for diluted earnings (loss) per common share
    
    
    24,533
    
    
    
    23,527Diluted earnings (loss) per common share
    
    $
    0.02
    
    
    $
    (0.15
    )
  Note C  Stock-Based Compensation
  5




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WeightedGrantee
    
    # of Options
    
    Vesting
    
    Average
    
    Grant DateType
    
    Granted
    
    Period
    
    Exercise Price
    
    Fair Value2011Director
    
    
    4,273
    
    
    5 months
    
    $
    6.11
    
    
    $
    14,497Director
    
    
    8,546
    
    
    3 years
    
    
    6.11
    
    
    
    33,723Employee group
    
    
    140,000
    
    
    2 years
    
    
    6.09
    
    
    
    521,108Employee
    
    
    10,000
    
    
    3 years
    
    
    6.01
    
    
    
    38,3722010Employee
    
    
    10,000
    
    
    3 years
    
    
    5.98
    
    
    
    44,363
  Grantee
    
    # of Shares
    
    Vesting
    
    Grant DateType
    
    Granted
    
    Period
    
    Fair Value2011Director
    
    
    4,273
    
    
    5 months
    
    $
    52,216Director
    
    
    8,546
    
    
    3 years
    
    
    26,108Employee group
    
    
    60,000
    
    
    2 years
    
    
    365,4002010Employee
    
    
    10,000
    
    
    3 years
    
    
    59,800
 2006 MIP Performance Units
   Note D  Operating Segments and Related Information
  Recovery Audit Services  Americas
 Recovery Audit Services  Europe/Asia-Pacific
 New Services
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Corporate Support
  Recovery
    
    
    Recovery AuditAudit
    
    
    Services Services 
    
    
    Europe/Asia 
    
    
    New
    
    
    CorporateAmericas
    
    
    Pacific
    
    
    Services
    
    
    Support
    
    
    TotalThree Months Ended March 31, 2011Revenues
    
    $
    29,113
    
    
    $
    14,752
    
    
    $
    6,853
    
    
    $
    
    
    
    $
    50,718Operating income (loss)
    
    $
    5,747
    
    
    $
    1,579
    
    
    $
    (1,271
    )
    
    $
    (4,663
    )
    
    $
    1,392Depreciation and amortization
    
    
    1,347
    
    
    
    420
    
    
    
    535
    
    
    
    
    
    
    
    2,302Foreign currency transaction
gains on intercompany balances
    
    
    9
    
    
    
    438
    
    
    
    1
    
    
    
    
    
    
    
    448EBITDA
    
    
    7,103
    
    
    
    2,437
    
    
    
    (735
    )
    
    
    (4,663
    )
    
    
    4,142Foreign currency transaction
gains on intercompany balances
    
    
    (9
    )
    
    
    (438
    )
    
    
    (1
    )
    
    
    
    
    
    
    (448
    )Acquisition obligations
classified as compensation
    
    
    
    
    
    
    
    
    
    
    97
    
    
    
    
    
    
    
    97Transformation severance
    
    
    667
    
    
    
    160
    
    
    
    
    
    
    
    
    
    
    
    827Stock-based compensation
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    901
    
    
    
    901Adjusted EBITDA
    
    $
    7,761
    
    
    $
    2,159
    
    
    $
    (639
    )
    
    $
    (3,762
    )
    
    $
    5,519Three Months Ended March 31, 2010Revenues
    
    $
    24,974
    
    
    $
    14,738
    
    
    $
    1,617
    
    
    $
    
    
    
    $
    41,329Operating income (loss)
    
    $
    3,830
    
    
    $
    1,741
    
    
    $
    (1,460
    )
    
    $
    (4,724
    )
    
    $
    (613
    )Depreciation and amortization
    
    
    1,480
    
    
    
    405
    
    
    
    225
    
    
    
    
    
    
    
    2,110Foreign currency transaction
gains (losses) on intercompany
balances
    
    
    7
    
    
    
    (628
    )
    
    
    
    
    
    
    
    
    
    
    (621
    )EBITDA
    
    
    5,317
    
    
    
    1,518
    
    
    
    (1,235
    )
    
    
    (4,724
    )
    
    
    876Foreign currency transaction
(gains) losses on intercompany
balances
    
    
    (7
    )
    
    
    628
    
    
    
    
    
    
    
    
    
    
    
    621Stock-based compensation
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    818
    
    
    
    818Adjusted EBITDA
    
    $
    5,310
    
    
    $
    2,146
    
    
    $
    (1,235
    )
    
    $
    (3,906
    )
    
    $
    2,315
 Note E  Comprehensive Income (Loss)
  Three Months EndedMarch 31,2011
    
    
    2010Net earnings (loss)
    
    $
    372
    
    
    $
    (3,435
    )Foreign currency translation adjustments
    
    
    278
    
    
    
    158Comprehensive income (loss)
    
    $
    650
    
    
    $
    (3,277
    )
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Note F  Cash Equivalents
   Note G  Long Term Debt
  March 31,
    
    
    December 31,2011
    
    
    2010SunTrust term loan due quarterly through January 2014
    
    $
    11,250
    
    
    $
    12,000Less current portion
    
    
    3,000
    
    
    
    3,000$
    8,250
    
    
    $
    9,000
     Note H  Fair Value of Financial Instruments
   8




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Note I  Commitments and Contingencies
 Legal Proceedings
  9




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Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
 Overview
      10




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Results of Operations
  Three MonthsEndedMarch 31,2011
    
    
    2010Revenues
    
    
    100.0
    %
    
    
    100.0
    %Cost of revenues
    
    
    68.2
    
    
    
    72.2Gross margin
    
    
    31.8
    
    
    
    27.8Selling, general and administrative expenses
    
    
    24.5
    
    
    
    24.2Depreciation and amortization
    
    
    4.6
    
    
    
    5.1Operating income (loss)
    
    
    2.7
    
    
    
    (1.5
    )Foreign currency transaction (gains) losses on
intercompany balances
    
    
    (0.9
    )
    
    
    1.5Interest expense, net
    
    
    0.7
    
    
    
    0.9Loss on debt extinguishment
    
    
    0.0
    
    
    
    3.3Earnings (loss) before income taxes
    
    
    2.9
    
    
    
    (7.2
    )Income tax expense
    
    
    2.2
    
    
    
    1.1Net earnings (loss)
    
    
    0.7
    %
    
    
    (8.3
    %)
 Three Months Ended March 31, 2011 Compared to the Corresponding Period of the Prior Year
 Revenues.
 Three Months EndedMarch 31,2011
    
    
    2010Recovery Audit Services  Americas
    
    $
    29,113
    
    
    $
    24,974Recovery Audit Services  Europe/Asia-Pacific
    
    
    14,752
    
    
    
    14,738New Services
    
    
    6,853
    
    
    
    1,617Total
    
    $
    50,718
    
    
    $
    41,329
     11




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Cost of Revenues (COR).
  Three Months EndedMarch 31,2011
    
    
    2010Recovery Audit Services  Americas
    
    $
    16,643
    
    
    $
    16,155Recovery Audit Services  Europe/Asia-Pacific
    
    
    11,590
    
    
    
    11,243New Services
    
    
    6,361
    
    
    
    2,435Total
    
    $
    34,594
    
    
    $
    29,833
  12




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Selling, General and Administrative Expenses (SG&A).
  Three Months EndedMarch 31,2011
    
    
    2010Recovery Audit Services  Americas
    
    $
    5,376
    
    
    $
    3,509Recovery Audit Services  Europe/Asia-Pacific
    
    
    1,163
    
    
    
    1,349New Services
    
    
    1,228
    
    
    
    417Subtotal for segments
    
    
    7,767
    
    
    
    5,275Corporate support
    
    
    4,663
    
    
    
    4,724Total
    
    $
    12,430
    
    
    $
    9,999
   13




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Depreciation and Amortization.
 Three Months EndedMarch 31,2011
    
    
    2010Recovery Audit Services  Americas
    
    $
    1,347
    
    
    $
    1,480Recovery Audit Services  Europe/Asia-Pacific
    
    
    420
    
    
    
    405New Services
    
    
    535
    
    
    
    225Total
    
    $
    2,302
    
    
    $
    2,110
  Foreign Currency Transaction (Gains) Losses on Intercompany Balances.
 Interest Expense, net and Loss on Debt Extinguishment.
 Income Tax Expense.
 14




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Liquidity and Capital Resources
  Operating Activities.
 Three Months EndedMarch 31,2011
    
    
    2010Net earnings (loss)
    
    $
    372
    
    
    $
    (3,435
    )Adjustments to net earnings (loss)
    
    
    2,691
    
    
    
    4,440Net earnings as adjusted
    
    
    3,063
    
    
    
    1,005Changes in assets and liabilities
    
    
    3,091
    
    
    
    (4,472
    )Net cash provided by (used in) operating activities
    
    $
    6,154
    
    
    $
    (3,467
    )
   Investing Activities and Depreciation and Amortization.
   Financing Activities and Interest Expense.
 15




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Secured Credit Facility
      Stock Repurchase Program
  Off Balance Sheet Arrangements
  16




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Critical Accounting Policies
  Forward-Looking Statements
   17




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Item 3. Quantitative and Qualitative Disclosures About Market Risk
 Foreign Currency Market Risk.
 Interest Rate Risk
  18




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Item 4. Controls and Procedures
   19




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PART II. OTHER INFORMATION
 
 Item 1. Legal Proceedings
  
 Item 1A. Risk Factors
  
 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
   Total Number of
    
    
    Maximum ApproximateShares Purchased
    
    
    Dollar Value of SharesTotal Number
    
    
    Average
    
    
    as Part of Publicly
    
    
    that May Yet Beof Shares
    
    
    Price Paid
    
    
    Announced Plans
    
    
    Purchased Under the2011
    
    Purchased (a)
    
    
    per Share
    
    
    or Programs
    
    
    Plans or Programs(millions of dollars)January 1 
January 31
    
    
    37,514
    
    
    $
    6.25
    
    
    
    
    
    
    $
    February 1 
February 28
    
    
    
    
    
    $
    
    
    
    
    
    
    
    $
    March 1  March 31
    
    
    
    
    
    $
    
    
    
    
    
    
    
    $
    37,514
    
    
    $
    6.25
    
    
    
    
 
 (a)
    
    All shares purchased during the quarter were surrendered by employees to satisfy tax
withholding obligations upon vesting of restricted stock. 
 Item 3. Defaults Upon Senior Securities
  
 Item 4. [Reserved]
 
 Item 5. Other Information
  20




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##### Table of Contents



Item 6. Exhibits
 ExhibitNumber
    
    Description3.1
    
    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 Report on Form 8-K
filed on August 17, 2006).3.1.1
    
    Articles of Amendment to the Registrant dated January 20, 2010
(incorporated by reference to Exhibit 3.1 to the Registrants
Form 8-K filed on January 15, 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, effective May 1,
2002 (incorporated by reference to Exhibit 4.3 to the
Registrants Form 10-Q for the quarterly period ended June 30,
2002).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 September
30, 2002).4.3.2
    
    Second Amendment to Shareholder Protection Rights Agreement,
dated 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,
dated as of November 7, 2006, 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,
dated as of November 14, 2006, 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,
dated as of March 9, 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,
dated 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,
dated 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).31.1
    
    Certification of the Chief Executive Officer, pursuant to Rule
13a-14(a) or 15d-14(a), for the quarter ended March 31, 2011.31.2
    
    Certification of the Chief Financial Officer, pursuant to Rule
13a-14(a) or 15d-14(a), for the quarter ended March 31, 2011.32.1
    
    Certification of the Chief Executive Officer and Chief
Financial Officer, pursuant to 18 U.S.C. Section 1350, for the
quarter ended March 31, 2011.
 21




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##### Table of Contents



SIGNATURES
  PRGX GLOBAL, INC.May 9, 2011
    By:
    /s/ Romil BahlRomil BahlPresident, Chief Executive Officer, Director    
(Principal Executive Officer)May 9, 2011
    By:
    /s/ Robert B. LeeRobert B. LeeChief Financial Officer and Treasurer    
(Principal Financial Officer) 22