##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 
 FORM 10-Q
 
  þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the quarterly period ended March 31, 2010
 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
  o Large accelerated filer
    
    o Accelerated filer
    
    þ Non-accelerated filer
    
    o Smaller reporting company(Do not check if a smaller reporting company)
 o þ




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##### 



PRGX GLOBAL, INC.
 FORM 10-Q
For the Quarter Ended March 31, 2010
 INDEX
 Page No.Part I.Financial InformationItem 1. Financial Statements
    
    1Condensed Consolidated Statements of Operations for the Three
Months Ended March 31, 2010 and 2009 (Unaudited)
    
    1Condensed Consolidated Balance Sheets as of March 31, 2010
(Unaudited) and December 31, 2009
    
    2Condensed Consolidated Statements of Cash Flows for the Three
Months Ended March 31,
2010 and 2009 (Unaudited)
    
    3Notes to Condensed Consolidated Financial Statements
    
    4Item 2. Managements Discussion and Analysis of Financial
Condition and Results of Operations
    
    12Item 3. Quantitative and Qualitative Disclosures About Market Risk
    
    21Item 4. Controls and Procedures
    
    22Part II.Other InformationItem 1. Legal Proceedings
    
    23Item 1A. Risk Factors
    
    23Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
    
    23Item 3. Defaults Upon Senior Securities
    
    23Item 4. [Removed and Reserved]
    
    23Item 5. Other Information
    
    23Item 6. Exhibits
    
    24Signatures
    
    26EX-31.1EX-31.2EX-32.1




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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 31,2010
    
    
    2009Revenues
    
    $
    41,329
    
    
    $
    39,252Cost of revenues
    
    
    29,908
    
    
    
    26,167Gross margin
    
    
    11,421
    
    
    
    13,085Selling, general and administrative expenses
    
    
    12,655
    
    
    
    9,969Operating income (loss)
    
    
    (1,234
    )
    
    
    3,116Interest expense, net
    
    
    1,765
    
    
    
    699Earnings (loss) before income taxes
    
    
    (2,999
    )
    
    
    2,417Income tax expense
    
    
    436
    
    
    
    544Net earnings (loss)
    
    $
    (3,435
    )
    
    $
    1,873Basic earnings (loss) per common share (Note B)
    
    $
    (0.15
    )
    
    $
    0.08Diluted earnings (loss) per common share (Note B)
    
    $
    (0.15
    )
    
    $
    0.08Weighted-average common shares outstanding (Note B):Basic
    
    
    23,527
    
    
    
    22,146Diluted
    
    
    23,527
    
    
    
    23,136
 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,
    
    
    December 31,2010
    
    
    2009(Unaudited)ASSETSCurrent assets:Cash and cash equivalents (Notes F and I)
    
    $
    23,507
    
    
    $
    33,026Restricted cash
    
    
    121
    
    
    
    256Receivables:Contract receivables, less allowances of $1,025 in 2010 and $1,032 in 2009:Billed
    
    
    25,802
    
    
    
    28,034Unbilled
    
    
    3,587
    
    
    
    4,48129,389
    
    
    
    32,515Employee advances and miscellaneous receivables, less allowances of $282 in 2010 and
$351 in 2009
    
    
    714
    
    
    
    276Total receivables
    
    
    30,103
    
    
    
    32,791Prepaid expenses and other current assets
    
    
    2,307
    
    
    
    2,335Total current assets
    
    
    56,038
    
    
    
    68,408Property and equipment, at cost
    
    
    37,630
    
    
    
    34,446Less accumulated depreciation and amortization
    
    
    (24,126
    )
    
    
    (24,443
    )Property and equipment, net
    
    
    13,504
    
    
    
    10,003Goodwill (Notes D and I)
    
    
    4,600
    
    
    
    4,600Intangible assets, less accumulated amortization of $14,487 in 2010 and $13,573 in 2009
(Note I)
    
    
    24,283
    
    
    
    24,104Unbilled receivables
    
    
    1,108
    
    
    
    1,410Other assets
    
    
    847
    
    
    
    1,988$
    100,380
    
    
    $
    110,513LIABILITIES AND SHAREHOLDERS EQUITYCurrent liabilities:Accounts payable and accrued expenses
    
    $
    11,816
    
    
    $
    15,707Accrued payroll and related expenses
    
    
    16,173
    
    
    
    19,884Refund liabilities
    
    
    7,300
    
    
    
    7,467Deferred revenue
    
    
    1,751
    
    
    
    916Current portions of debt and capital lease obligations (Note G)
    
    
    3,176
    
    
    
    3,260Business acquisition obligations
    
    
    1,771
    
    
    
    2,695Total current liabilities
    
    
    41,987
    
    
    
    49,929Long-term debt and capital lease obligations (Note G)
    
    
    11,250
    
    
    
    11,070Deferred income taxes
    
    
    395
    
    
    
    Noncurrent compensation obligations
    
    
    974
    
    
    
    978Refund liabilities
    
    
    674
    
    
    
    733Other long-term liabilities
    
    
    6,128
    
    
    
    6,364Total liabilities
    
    
    61,408
    
    
    
    69,074Commitments and contingencies (Note H)Shareholders equity (Note B):Common stock, no par value; $.01 stated value per share. Authorized 50,000,000 shares;23,267,321 shares issued and outstanding as of March 31, 2010 and 23,272,892 shares
issued and outstanding as of December 31, 2009
    
    
    233
    
    
    
    233Additional paid-in capital
    
    
    563,373
    
    
    
    562,563Accumulated deficit
    
    
    (528,096
    )
    
    
    (524,661
    )Accumulated other comprehensive income
    
    
    3,462
    
    
    
    3,304Total shareholders equity
    
    
    38,972
    
    
    
    41,439$
    100,380
    
    
    $
    110,513
 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 31,2010
    
    
    2009Cash flows from operating activities:Net earnings (loss)
    
    $
    (3,435
    )
    
    $
    1,873Adjustments to reconcile net earnings to net cash provided by (used in) operating activities:Depreciation and amortization
    
    
    2,110
    
    
    
    1,291Amortization of deferred loan costs (Note G)
    
    
    1,411
    
    
    
    197Stock-based compensation expense
    
    
    818
    
    
    
    15Loss on sale of property and equipment
    
    
    
    
    
    
    1Deferred income taxes
    
    
    (520
    )
    
    
    99Changes in assets and liabilities:Restricted cash
    
    
    135
    
    
    
    (59
    )Billed receivables
    
    
    2,225
    
    
    
    5,156Unbilled receivables
    
    
    1,196
    
    
    
    1,603Prepaid expenses and other current assets
    
    
    (7
    )
    
    
    525Other assets
    
    
    20
    
    
    
    4Accounts payable and accrued expenses
    
    
    (4,002
    )
    
    
    (3,583
    )Accrued payroll and related expenses
    
    
    (3,341
    )
    
    
    (5,927
    )Refund liabilities
    
    
    (226
    )
    
    
    (892
    )Deferred revenue
    
    
    282
    
    
    
    27Noncurrent compensation obligations
    
    
    (3
    )
    
    
    145Other long-term liabilities
    
    
    (130
    )
    
    
    (107
    )Net cash provided by (used in) operating activities
    
    
    (3,467
    )
    
    
    368Cash flows from investing activities:Business acquisitions
    
    
    (3,841
    )
    
    
    Purchases of property and equipment, net of disposal proceeds
    
    
    (1,457
    )
    
    
    (745
    )Net cash used in investing activities
    
    
    (5,298
    )
    
    
    (745
    )Cash flows from financing activities:Repayment of former credit facility (Note G)
    
    
    (14,154
    )
    
    
    Repayments of debt
    
    
    (750
    )
    
    
    (1,326
    )Proceeds from term loan (Note G)
    
    
    15,000
    
    
    
    Repurchases of common stock
    
    
    
    
    
    
    (246
    )Restricted stock remitted by employees for taxes
    
    
    (6
    )
    
    
    Payments for deferred loan costs
    
    
    (540
    )
    
    
    Net cash used in financing activities
    
    
    (450
    )
    
    
    (1,572
    )Effect of exchange rates on cash and cash equivalents
    
    
    (304
    )
    
    
    (280
    )Net change in cash and cash equivalents
    
    
    (9,519
    )
    
    
    (2,229
    )Cash and cash equivalents at beginning of period
    
    
    33,026
    
    
    
    26,688Cash and cash equivalents at end of period
    
    $
    23,507
    
    
    $
    24,459Supplemental disclosure of cash flow information:Cash paid during the period for interest
    
    $
    313
    
    
    $
    545Cash paid during the period for income taxes, net of refunds
    
    $
    691
    
    
    $
    1,820
 See accompanying Notes to Condensed Consolidated Financial Statements.
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PRGX
GLOBAL, INC. AND SUBSIDIARIES
 
 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 Note A  Basis of Presentation
   New Accounting Standards
 FASB ASC 985-605. Revenue
Arrangements with Multiple Deliverables Issue
08-1 Software-Revenue Recognition
 Note B  Earnings Per Common Share
  Three Months EndedMarch 31,2010
    
    
    2009Basic earnings (loss) per common share:Numerator for earnings per common share calculations:Net earnings (loss)
    
    $
    (3,435
    )
    
    $
    1,873Denominator:Denominator for basic earnings (loss) per common share 
weighted-average common shares outstanding during the period
    
    
    23,527
    
    
    
    22,146Basic earnings (loss) per common share
    
    $
    (0.15
    )
    
    $
    0.08
 Three Months EndedMarch 31,2010
    
    
    2009Diluted earnings (loss) per common share:Numerator for earnings (loss) per common share calculations:Net earnings (loss)
    
    $
    (3,435
    )
    
    $
    1,873Denominator:Denominator for basic earnings (loss) per common share 
weighted-average common shares outstanding during the period
    
    
    23,527
    
    
    
    22,146Incremental shares from stock-based compensation plans
    
    
    
    
    
    
    990Denominator for diluted earnings (loss) per common share
    
    
    23,527
    
    
    
    23,136Diluted earnings (loss) per common share
    
    $
    (0.15
    )
    
    $
    0.08
 4




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PRGX GLOBAL, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
  Note C  Stock-Based Compensation
    2006 MIP Performance Units
    Note D - Operating Segments and Related Information
  Recovery Audit Services  Americas
  Recovery Audit Services  Europe/Asia-Pacific
 5




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PRGX GLOBAL, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
  New Services
  Corporate Support
   6




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PRGX GLOBAL, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
  Recovery
    
    
    Recovery AuditAudit
    
    
    Services -Services-
    
    
    Europe/Asia -
    
    
    New
    
    
    CorporateAmericas
    
    
    Pacific
    
    
    Services
    
    
    Support
    
    
    TotalThree Months Ended March 31, 2010Revenues
    
    $
    24,974
    
    
    $
    14,738
    
    
    $
    1,617
    
    
    $
    3⁄4
    
    
    $
    41,329Net earnings (loss)
    
    $
    4,127
    
    
    $
    1,009
    
    
    $
    (1,425
    )
    
    $
    (7,146
    )
    
    $
    (3,435
    )Income taxes
    
    
    3⁄4
    
    
    
    3⁄4
    
    
    
    3⁄4
    
    
    
    436
    
    
    
    436Interest, net
    
    
    (23
    )
    
    
    104
    
    
    
    1
    
    
    
    1,683
    
    
    
    1,765Depreciation and amortization expense
    
    
    1,480
    
    
    
    405
    
    
    
    225
    
    
    
    3⁄4
    
    
    
    2,110EBITDA
    
    $
    5,584
    
    
    $
    1,518
    
    
    $
    (1,199
    )
    
    $
    (5,027
    )
    
    $
    876Foreign currency (gains) losses on
intercompany balances
    
    
    (7
    )
    
    
    628
    
    
    
    3⁄4
    
    
    
    3⁄4
    
    
    
    621Stock-based compensation
    
    
    3⁄4
    
    
    
    3⁄4
    
    
    
    3⁄4
    
    
    
    818
    
    
    
    818Adjusted EBITDA
    
    $
    5,577
    
    
    $
    2,146
    
    
    $
    (1,199
    )
    
    $
    (4,209
    )
    
    $
    2,315Three Months Ended March 31, 2009Revenues
    
    $
    28,141
    
    
    $
    10,008
    
    
    $
    1,103
    
    
    $
    3⁄4
    
    
    $
    39,252Net earnings (loss)
    
    $
    8,112
    
    
    $
    (304
    )
    
    $
    (860
    )
    
    $
    (5,075
    )
    
    $
    1,873Income taxes
    
    
    3⁄4
    
    
    
    3⁄4
    
    
    
    3⁄4
    
    
    
    544
    
    
    
    544Interest, net
    
    
    (38
    )
    
    
    3⁄4
    
    
    
    3⁄4
    
    
    
    737
    
    
    
    699Depreciation and amortization expense
    
    
    1,178
    
    
    
    65
    
    
    
    48
    
    
    
    3⁄4
    
    
    
    1,291EBITDA
    
    $
    9,252
    
    
    $
    (239
    )
    
    $
    (812
    )
    
    $
    (3,794
    )
    
    $
    4,407Foreign currency (gains) losses on
intercompany balances
    
    
    (1
    )
    
    
    606
    
    
    
    3⁄4
    
    
    
    3⁄4
    
    
    
    605Stock-based compensation
    
    
    3⁄4
    
    
    
    3⁄4
    
    
    
    3⁄4
    
    
    
    15
    
    
    
    15Adjusted EBITDA
    
    $
    9,251
    
    
    $
    367
    
    
    $
    (812
    )
    
    $
    (3,779
    )
    
    $
    5,027
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PRGX GLOBAL, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
 Note E  Comprehensive Income
 Comprehensive Income
 Note F - Cash Equivalents
   Note G - Long Term Debt
     8




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PRGX GLOBAL, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
   Note H - Commitments and Contingencies
 Legal Proceedings
  9




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PRGX GLOBAL, INC. AND SUBSIDIARIES
 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
 Note I - Fair Value Measurements
 Fair Value Measurements and
Disclosures
  Fair Value Measurements at Reporting DateUsingQuotedPrices inActive
    
    
    SignificantMarkets for
    
    
    Other
    
    
    SignificantIdentical
    
    
    Observable
    
    
    UnobservableReporting
    
    
    Assets
    
    
    Inputs
    
    
    InputsValue
    
    
    (Level 1)
    
    
    (Level 2)
    
    
    (Level 3)As of March 31, 2010Assets:Cash and cash equivalents
    
    $
    23,507
    
    
    $
    23,507
    
    
    $
    
    
    
    $
    Liabilities:Business acquisition
obligations
    
    $
    3,442
    
    
    $
    
    
    
    $
    
    
    
    $
    3,442As of December 31, 2009Assets:Cash and cash equivalents
    
    $
    33,026
    
    
    $
    33,026
    
    
    $
    
    
    
    $
    Liabilities:Business acquisition
obligations
    
    $
    4,369
    
    
    $
    
    
    
    $
    
    
    
    $
    4,369
   Note J - Business Acquisition
  10




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PRGX GLOBAL, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
    Fair values of net assets acquired:Equipment
    
    $
    18Software
    
    
    3,207Intangible assets, primarily customer relationships
    
    
    1,565Deferred tax liabilities
    
    
    (1,168
    )Working capital
    
    
    (489
    )Fair value of net assets acquired
    
    $
    3,133Fair value of purchase price
    
    $
    3,133
  11




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Item 2.
Managements Discussion and Analysis of Financial Condition and Results of Operations
 Introduction
      12




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13




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Three MonthsEndedMarch 31,2010
    
    
    2009Revenues
    
    
    100.0
    %
    
    
    100.0
    %Cost of revenues
    
    
    72.4
    
    
    
    66.7Gross margin
    
    
    27.6
    
    
    
    33.3Selling, general and administrative expenses
    
    
    30.6
    
    
    
    25.4Operating income (loss)
    
    
    (3.0
    )
    
    
    7.9Interest expense, net
    
    
    4.3
    
    
    
    1.7Earnings (loss) before income taxes
    
    
    (7.3
    )
    
    
    6.2Income taxes
    
    
    1.1
    
    
    
    1.4Net earnings (loss)
    
    
    (8.4
    %)
    
    
    4.8
    %
 Three Months Ended March 31, 2010 Compared to the Corresponding Period of the Prior Year
 Revenues.
 2010
    
    
    2009Recovery Audit Services  Americas
    
    $
    25.0
    
    
    $
    28.2Recovery Audit Services  Europe/Asia-Pacific
    
    
    14.7
    
    
    
    10.0New Services
    
    
    1.6
    
    
    
    1.1Total
    
    $
    41.3
    
    
    $
    39.3
     14




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Cost of Revenues (COR).
  2010
    
    
    2009Recovery Audit Services  Americas
    
    $
    16.1
    
    
    $
    16.6Recovery Audit Services  Europe/Asia-Pacific
    
    
    11.3
    
    
    
    8.0New Services
    
    
    2.5
    
    
    
    1.6Total
    
    $
    29.9
    
    
    $
    26.2
       Selling, General and Administrative Expenses (SG&A).
  15




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2010
    
    
    2009Recovery Audit Services  Americas
    
    $
    4.8
    
    
    $
    3.4Recovery Audit Services  Europe/Asia-Pacific
    
    
    2.4
    
    
    
    2.4New Services
    
    
    0.5
    
    
    
    0.4Total
    
    $
    7.7
    
    
    $
    6.2
   See Note J  Business Acquistion),
  Corporate Support
   2010
    
    
    2009Selling, general and administrative expenses
    
    $
    5.0
    
    
    $
    3.8
   Other Items
 Interest Expense.
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Income Tax Expense.
 17




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Liquidity and Capital Resources
   Operating Activities.
 Investing Activities and Depreciation and Amortization Expense. .
  Note J
 Financing Activities and Interest Expense.
 New Credit Facility
  18




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Stock Repurchase Program
  2006 Management Incentive Plan
   19




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Off Balance Sheet Arrangements
  Critical Accounting Policies
  Forward-Looking Statements
   20




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Item 3. Quantitative and Qualitative Disclosures About Market Risk
 Foreign Currency Market Risk.
 Interest Rate Risk
 21




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Item 4. Controls and Procedures
   22




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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
   Maximum ApproximateTotal Number of
    
    Dollar Value of SharesShares Purchased
    
    that May Yet BeTotal Number
    
    
    
    
    
    as Part of Publicly
    
    Purchased Under theof Shares
    
    Average Price Paid
    
    Announced Plans
    
    Plans or2010
    
    Purchased(a)
    
    per Share
    
    or Programs
    
    Programs(millions of dollars)January 1  January 31
    
    3⁄4
    
    $ 3⁄4
    
    3⁄4
    
    $ 3⁄4February 1  February 28
    
    3⁄4
    
    $ 3⁄4
    
    3⁄4
    
    $ 3⁄4March 1  March 31
    
    
    3,108
    
    
    $
    5.98
    
    
    3⁄4
    
    $ 3⁄43,108
    
    
    $
    5.98
    
    
    3⁄4
 
 (a)
    
    All shares reported 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. [Removed and Reserved]
 
 Item 5. Other Information
  23




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##### Table of Contents



Item 6. Exhibits
 ExhibitNumber
    
    Description2.1
    
    Share Purchase Agreement dated February 25, 2010 by and between
PRGX U.K. Limited and Etesius Limited (incorporated by reference
to Exhibit 2.1 to the Registrants Form 10-K filed on March 29,
2010).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 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).10.1
    
    Revolving Credit and Term Loan Agreement dated as of January 19,
2010, by and among PRGX Global, Inc. (formerly PRG-Schultz
International, Inc), and PRGX USA, Inc. (formerly PRG-Schultz USA,
Inc.), as co-borrowers, the lenders from time to time party
thereto, SunTrust Bank, as issuing bank, and SunTrust Bank, as
administrative agent (incorporated by reference to Exhibit 10.1 to
the Registrants Form 8-K filed on January 25, 2010).10.2
    
    Subsidiary Guaranty Agreement dated as of January 19, 2010 by and
among PRGX Global, Inc. (formerly PRG-Schultz International, Inc),
and PRGX USA, Inc. (formerly PRG-Schultz USA, Inc.), as borrowers,
each of the subsidiaries of PRGX Global, Inc. listed on schedule I
thereto, as guarantors, and SunTrust Bank, as administrative agent
(incorporated by reference to Exhibit 10.2 to the Registrants
Form 8-K filed on January 25, 2010).10.3
    
    Security Agreement dated January 19, 2010 among PRGX Global, Inc.
(formerly PRG-Schultz International, Inc), PRGX USA, Inc.
(formerly PRG-Schultz USA, Inc.), and the other direct and
indirect subsidiaries of PRGX Global, Inc. signatory thereto, as
grantors, in favor of SunTrust Bank, as administrative agent
(incorporated by reference to Exhibit 10.3 to the Registrants
Form 8-K filed on January 25, 2010).
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##### Table of Contents



ExhibitNumber
    
    Description10.4
    
    Equity Pledge Agreement dated as of January 19, 2010, made by PRGX
Global, Inc. (formerly PRG-Schultz International, Inc), PRGX USA,
Inc. (formerly PRG-Schultz USA, Inc.), and the other direct and
indirect subsidiaries of PRGX Global, Inc. signatory thereto, as
grantors, in favor of SunTrust Bank, as administrative agent
(incorporated by reference to Exhibit 10.4 to the Registrants
Form 8-K filed on January 25, 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, 2010.31.2
    
    Certification of the Chief Financial Officer, pursuant to Rule
13a-14(a) or 15d-14(a), for the quarter ended March 31, 2010.32.1
    
    Certification of the Chief Executive Officer and Chief Financial
Officer, pursuant to 18 U.S.C. Section 1350, for the quarter ended
March 31, 2010.
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##### Table of Contents



SIGNATURES
  PRGX GLOBAL, INC.May 17, 2010
    By:
    /s/ Romil BahlRomil BahlPresident, Chief Executive Officer, Director (Principal Executive Officer)May 17, 2010
    By:
    /s/ Robert B. LeeRobert B. LeeChief Financial Officer and Treasurer (Principal Financial Officer) 26