##### 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, 2009
 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
 
 PRG-Schultz International, 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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##### 



PRG-SCHULTZ INTERNATIONAL, INC.
 FORM 10-Q
For the Quarter Ended March 31, 2009
  
 INDEX
 Page No.Part I.Financial InformationItem 1.
    
    Financial Statements
    
    
    1Condensed Consolidated Statements of Operations for the Three Months Ended
March 31, 2009 and 2008
    
    
    1Condensed Consolidated Balance Sheets as of March 31, 2009 and December 31, 2008
    
    
    2Condensed Consolidated Statements of Cash Flows for the Three Months Ended
March 31, 2009 and 2008
    
    
    3Notes to Condensed Consolidated Financial Statements
    
    
    4Item 2.
    
    Managements Discussion and Analysis of Financial Condition and Results of
Operations
    
    
    11Item 3.
    
    Quantitative and Qualitative Disclosures About Market Risk
    
    
    20Item 4.
    
    Controls and Procedures
    
    
    21Part II.Other InformationItem 1.
    
    Legal Proceedings
    
    
    22Item 1A.
    
    Risk Factors
    
    
    22Item 2.
    
    Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    22Item 3.
    
    Defaults Upon Senior Securities
    
    
    22Item 4.
    
    Submission of Matters to a Vote of Security Holders
    
    
    22Item 5.
    
    Other Information
    
    
    22Item 6.
    
    Exhibits
    
    
    23Signatures
    
    
    25EX-31.1EX-31.2EX-32.1




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##### Table of Contents



PART I. FINANCIAL INFORMATION
 
 Item 1. Financial Statements
 
 PRG-SCHULTZ INTERNATIONAL, INC. AND SUBSIDIARIES
 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(In thousands, except per share data)
 Three Months EndedMarch 31,2009
    
    
    2008Revenues
    
    $
    39,252
    
    
    $
    48,263Cost of revenues
    
    
    26,167
    
    
    
    30,252Gross margin
    
    
    13,085
    
    
    
    18,011Selling, general and administrative expenses
    
    
    9,969
    
    
    
    12,843Operating income
    
    
    3,116
    
    
    
    5,168Interest expense, net
    
    
    699
    
    
    
    991Earnings before income taxes
    
    
    2,417
    
    
    
    4,177Income tax expense
    
    
    544
    
    
    
    593Net earnings
    
    $
    1,873
    
    
    $
    3,584Basic earnings per common share (Note B)
    
    $
    0.08
    
    
    $
    0.17Diluted earnings per common share (Note B)
    
    $
    0.08
    
    
    $
    0.16Weighted-average common shares outstanding (Note B):Basic
    
    
    22,146
    
    
    
    21,524Diluted
    
    
    23,136
    
    
    
    22,843
 See accompanying Notes to Condensed Consolidated Financial Statements.
 1




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##### Table of Contents



PRG-SCHULTZ INTERNATIONAL, INC. AND SUBSIDIARIES
 CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except share data)
 March 31,2009(Unaudited)
    
    

December
31,2008ASSETSCurrent assets:Cash and cash equivalents (Notes F and I)
    
    $
    24,459
    
    
    $
    26,688Restricted cash
    
    
    120
    
    
    
    61Receivables:Contract receivables, less allowances of $756 in 2009 and $921 in 2008Billed
    
    
    22,397
    
    
    
    28,143Unbilled
    
    
    4,367
    
    
    
    5,56826,764
    
    
    
    33,711Employee advances and miscellaneous receivables, less allowances of $244 in 2009
and $311 in 2008
    
    
    204
    
    
    
    285Total receivables
    
    
    26,968
    
    
    
    33,996Prepaid expenses and other current assets
    
    
    1,704
    
    
    
    2,264Total current assets
    
    
    53,251
    
    
    
    63,009Property and equipment, at cost
    
    
    30,598
    
    
    
    30,041Less accumulated depreciation and amortization
    
    
    (22,776
    )
    
    
    (22,140
    )Property and equipment, net
    
    
    7,822
    
    
    
    7,901Goodwill (Note I)
    
    
    4,600
    
    
    
    4,600Intangible assets, less accumulated amortization of $11,439 in 2009 and $10,932 in 2008
(Note I)
    
    
    18,461
    
    
    
    18,968Unbilled receivables
    
    
    1,387
    
    
    
    1,789Other assets
    
    
    2,308
    
    
    
    2,516$
    87,829
    
    
    $
    98,783LIABILITIES AND SHAREHOLDERS EQUITYCurrent liabilities:Accounts payable and accrued expenses
    
    $
    11,795
    
    
    $
    16,275Accrued payroll and related expenses
    
    
    16,268
    
    
    
    22,536Refund liabilities
    
    
    7,068
    
    
    
    7,870Deferred revenue
    
    
    521
    
    
    
    502Current portions of debt and capital lease obligations
    
    
    5,323
    
    
    
    5,314Total current liabilities
    
    
    40,975
    
    
    
    52,497Long-term debt and capital lease obligations (Note G)
    
    
    12,996
    
    
    
    14,331Deferred income taxes
    
    
    333
    
    
    
    234Noncurrent compensation obligations
    
    
    2,133
    
    
    
    2,849Refund liabilities
    
    
    807
    
    
    
    897Other long-term liabilities
    
    
    5,158
    
    
    
    5,265Total liabilities
    
    
    62,402
    
    
    
    76,073Commitments and contingencies (Note H)Shareholders equity (Note B):Common stock, no par value; $.01 stated value per share. Authorized 50,000,000 shares;
22,068,725 shares issued and outstanding in 2009 and 21,789,645 shares
issued and outstanding in 2008
    
    
    221
    
    
    
    218Additional paid-in capital
    
    
    559,986
    
    
    
    559,359Accumulated deficit
    
    
    (538,115
    )
    
    
    (539,988
    )Accumulated other comprehensive income
    
    
    3,335
    
    
    
    3,121Total shareholders equity
    
    
    25,427
    
    
    
    22,710$
    87,829
    
    
    $
    98,783
 See accompanying Notes to Condensed Consolidated Financial Statements.
 2




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##### Table of Contents



PRG-SCHULTZ INTERNATIONAL, INC. AND SUBSIDIARIES
 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(In thousands)
 Three Months EndedMarch 31,2009
    
    
    2008Cash flows from operating activities:Net earnings
    
    $
    1,873
    
    
    $
    3,584Adjustments to reconcile net earnings to net cash provided by
(used in) operating activities:Depreciation and amortization
    
    
    1,291
    
    
    
    1,401Amortization of deferred loan costs
    
    
    197
    
    
    
    194Stock-based compensation expense
    
    
    15
    
    
    
    3,034Loss on sale of property and equipment
    
    
    1
    
    
    
    8Deferred income taxes
    
    
    99
    
    
    
    199Changes in assets and liabilities:Restricted cash
    
    
    (59
    )
    
    
    (80
    )Billed receivables
    
    
    5,156
    
    
    
    (13,982
    )Unbilled receivables
    
    
    1,603
    
    
    
    2,091Prepaid expenses and other current assets
    
    
    525
    
    
    
    206Other assets
    
    
    4
    
    
    
    (78
    )Accounts payable and accrued expenses
    
    
    (3,583
    )
    
    
    (4,230
    )Accrued payroll and related expenses
    
    
    (5,927
    )
    
    
    9,515Refund liabilities
    
    
    (892
    )
    
    
    (1,922
    )Deferred revenue
    
    
    27
    
    
    
    130Noncurrent compensation obligations
    
    
    145
    
    
    
    (376
    )Other long-term liabilities
    
    
    (107
    )
    
    
    (137
    )Net cash provided by (used in) operating activities
    
    
    368
    
    
    
    (443
    )Cash flows from investing activities:Purchases of property and equipment, net of disposal proceeds
    
    
    (745
    )
    
    
    (417
    )Net cash used in investing activities
    
    
    (745
    )
    
    
    (417
    )Cash flows from financing activities:Repayments of debt
    
    
    (1,326
    )
    
    
    (22,315
    )Repurchases of common stock
    
    
    (246
    )
    
    
    Payments for deferred loan costs
    
    
    
    
    
    
    (30
    )Net cash used in financing activities
    
    
    (1,572
    )
    
    
    (22,345
    )Effect of exchange rates on cash and cash equivalents
    
    
    (280
    )
    
    
    281Net change in cash and cash equivalents
    
    
    (2,229
    )
    
    
    (22,924
    )Cash and cash equivalents at beginning of period
    
    
    26,688
    
    
    
    42,364Cash and cash equivalents at end of period
    
    $
    24,459
    
    
    $
    19,440Supplemental disclosure of cash flow information:Cash paid during the period for interest
    
    $
    545
    
    
    $
    1,133Cash paid during the period for income taxes, net of refunds
    
    $
    1,820
    
    
    $
    874
 See
accompanying Notes to Condensed Consolidated Financial Statements.
 3




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PRG-SCHULTZ INTERNATIONAL, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 Note A  Basis of Presentation
    New Accounting Standards
 SFAS No. 141(R). Business
Combinations
 SFAS No. 160. Noncontrolling Interests in
Consolidated Financial Statements
 SFAS No. 161 Disclosures about Derivative
Instruments and Hedging Activities  an amendment of FASB Statement No. 133 Accounting for
Derivative Instruments and Hedging Activities
 4




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PRG-SCHULTZ INTERNATIONAL, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
 FSP APB 14-1. Accounting for
Convertible Debt Instruments That May Be Settled in Cash Upon Conversion (Including Partial Cash
Settlement)
 FSP EITF 03-6-1. Determining
Whether Instruments Granted in Share-Based Transactions Are Participating Securities
 Note B  Earnings Per Common Share
  Three Months EndedMarch 31,2009
    
    
    2008Basic earnings per common share:Numerator for earnings per common share calculations:Net earnings
    
    $
    1,873
    
    
    $
    3,584Denominator:Denominator for basic earnings per common share 
weighted-average common shares outstanding during the period
    
    
    22,146
    
    
    
    21,524Basic earnings per common share
    
    $
    0.08
    
    
    $
    0.17
 Three Months EndedMarch 31,2009
    
    
    2008Diluted earnings per common share:Numerator for earnings per common share calculations:Net earnings
    
    $
    1,873
    
    
    $
    3,584Denominator:Denominator for basic earnings per common share 
weighted-average common shares outstanding during the period
    
    
    22,146
    
    
    
    21,524Incremental shares from stock-based compensation plans
    
    
    990
    
    
    
    1,319Denominator for diluted earnings per common share
    
    
    23,136
    
    
    
    22,843Diluted earnings per common share
    
    $
    0.08
    
    
    $
    0.16
  5




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PRG-SCHULTZ INTERNATIONAL, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
 Note C  Stock-Based Compensation
       Note D  Operating Segments and Related Information
  Domestic Accounts Payable Services
  International Accounts Payable Services
  Corporate Support
  6




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PRG-SCHULTZ INTERNATIONAL, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
  Domestic
    
    
    InternationalAccounts
    
    
    AccountsPayable
    
    
    Payable
    
    
    CorporateServices
    
    
    Services
    
    
    Support
    
    
    TotalQuarter Ended March 31, 2009Revenues
    
    $
    23,235
    
    
    $
    16,017
    
    
    $
    
    
    
    $
    39,252EBITDA
    
    $
    6,488
    
    
    $
    1,713
    
    
    $
    (3,794
    )
    
    $
    4,407Foreign currency (gains) losses on
intercompany balances
    
    
    
    
    
    
    605
    
    
    
    
    
    
    
    605Stock-based compensation
    
    
    
    
    
    
    
    
    
    
    15
    
    
    
    15Adjusted EBITDA
    
    $
    6,488
    
    
    $
    2,318
    
    
    $
    (3,779
    )
    
    $
    5,027Quarter Ended March 31, 2008Revenues
    
    $
    28,214
    
    
    $
    20,049
    
    
    $
    
    
    
    $
    48,263EBITDA
    
    $
    9,384
    
    
    $
    3,784
    
    
    $
    (6,599
    )
    
    $
    6,569Foreign currency (gains) losses on
intercompany balances
    
    
    
    
    
    
    (557
    )
    
    
    
    
    
    
    (557
    )Stock-based compensation
    
    
    
    
    
    
    
    
    
    
    3,034
    
    
    
    3,034Adjusted EBITDA
    
    $
    9,384
    
    
    $
    3,227
    
    
    $
    (3,565
    )
    
    $
    9,046
  Three MonthsEndedMarch 31,2009
    
    
    2008Net earnings
    
    $
    1,873
    
    
    $
    3,584Income taxes
    
    
    544
    
    
    
    593Interest, net
    
    
    699
    
    
    
    991Depreciation and amortization
    
    
    1,291
    
    
    
    1,401EBITDA
    
    
    4,407
    
    
    
    6,569Foreign currency (gains) losses on
intercompany balances
    
    
    605
    
    
    
    (557
    )Stock-based compensation
    
    
    15
    
    
    
    3,034Adjusted EBITDA
    
    $
    5,027
    
    
    $
    9,046
 Note E  Comprehensive Income
 Reporting Comprehensive Income
 7




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PRG-SCHULTZ INTERNATIONAL, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
  Note F  Cash Equivalents
   Note G  Long Term Debt
    Note H  Commitments and Contingencies
 Legal Proceedings
  8




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PRG-SCHULTZ INTERNATIONAL, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
 Retirement Obligations
  Note I  Fair Value Measurements
 Fair Value Measurements
  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, 2009Assets:Cash equivalents
    
    $
    24,459
    
    
    $
    24,459
    
    
    $
    
    
    
    $
    As of December 31, 2008Assets:Cash equivalents
    
    $
    26,688
    
    
    $
    26,688
    
    
    $
    
    
    
    $
    
 9




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PRG-SCHULTZ INTERNATIONAL, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
  Fair Value Measurements UsingQuotedPrices inActive
    
    
    SignificantMarkets for
    
    
    Other
    
    
    SignificantIdentical
    
    
    Observable
    
    
    UnobservableReporting
    
    
    Assets
    
    
    Inputs
    
    
    InputsValue
    
    
    (Level 1)
    
    
    (Level 2)
    
    
    (Level 3)As of March 31, 2009Assets:Goodwill
    
    $
    4,600
    
    
    $
    
    
    
    $
    
    
    
    $
    4,600Intangible assets, net
    
    
    18,461
    
    
    
    
    
    
    
    
    
    
    
    18,461$
    23,061
    
    
    $
    
    
    
    $
    
    
    
    $
    23,061As of December 31, 2008Assets:Goodwill
    
    $
    4,600
    
    
    $
    
    
    
    $
    
    
    
    $
    4,600Intangible assets, net
    
    
    18,968
    
    
    
    
    
    
    
    
    
    
    
    18,968$
    23,568
    
    
    $
    
    
    
    $
    
    
    
    $
    23,568
 Goodwill and Other Intangible Assets
 10




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Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
 Introduction
     11




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Results of Operations
  Three Months EndedMarch 31,2009
    
    2008Revenues
    
    
    100.0
    %
    
    
    100.0
    %Cost of revenues
    
    
    66.7
    
    
    
    62.7Gross margin
    
    
    33.3
    
    
    
    37.3Selling, general and administrative expenses
    
    
    25.4
    
    
    
    26.6Operating income
    
    
    7.9
    
    
    
    10.7Interest expense, net
    
    
    1.7
    
    
    
    2.1Earnings before income taxes
    
    
    6.2
    
    
    
    8.6Income taxes
    
    
    1.4
    
    
    
    1.2Net earnings
    
    
    4.8
    %
    
    
    7.4
    %
 Accounts Payable Services
 Revenue
 2009
    
    
    2008Domestic Accounts Payable Services revenue
    
    $
    23.3
    
    
    $
    28.2International Accounts Payable Services revenue
    
    
    16.0
    
    
    
    20.1Total Accounts Payable Services revenue
    
    $
    39.3
    
    
    $
    48.3
     12




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Cost of Revenues (COR).
  2009
    
    
    2008Domestic Accounts Payable Services COR
    
    $
    14.6
    
    
    $
    15.7International Accounts Payable Services COR
    
    
    11.6
    
    
    
    14.6Total Accounts Payable Services COR
    
    $
    26.2
    
    
    $
    30.3
    Selling, General and Administrative Expenses (SG&A).
 13




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2009
    
    
    2008Domestic Accounts Payable Services SG&A
    
    $
    3.4
    
    
    $
    4.3International Accounts Payable Services SG&A
    
    
    2.8
    
    
    
    1.9Total Accounts Payable Services SG&A
    
    $
    6.2
    
    
    $
    6.2
    Corporate Support
   2009
    
    
    2008Corporate Support SG&A
    
    $
    3.8
    
    
    $
    6.6
  Other Items
 Interest Expense.
 Income Tax Expense.
 14




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Liquidity and Capital Resources
  Operating Activities.
 Investing Activities and Depreciation Expense.
  Financing Activities and Interest Expense.
  Secured Credit Facility
  15




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Stock Repurchase Program
  2006 Management Incentive Plan
   16




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Executive Severance Payments
  Off Balance Sheet Arrangements
  Critical Accounting Policies
   New Accounting Standards
 SFAS No. 141(R). Business
Combinations
 17




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SFAS No. 160. Noncontrolling Interests in
Consolidated Financial Statements
 SFAS No. 161 Disclosures about Derivative
Instruments and Hedging Activities  an amendment of FASB Statement No. 133 Accounting for
Derivative Instruments and Hedging Activities
 FSP APB 14-1. Accounting for
Convertible Debt Instruments That May Be Settled in Cash Upon Conversion (Including Partial Cash
Settlement)
 FSP EITF 03-6-1. Determining
Whether Instruments Granted in Share-Based Transactions Are Participating Securities
 Forward Looking Statements
  18




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19




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Item 3. Quantitative and Qualitative Disclosures About Market Risk
 Foreign Currency Market Risk.
 Interest Rate Risk
 Stock-Based Compensation.
 20




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Item 4. Controls and Procedures
   21




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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
  Issuer Purchases of Equity Securities
  MaximumTotal
    
    
    ApproximateNumber of
    
    
    Dollar Value ofShares
    
    
    Shares thatPurchased as
    
    
    May Yet BePart of
    
    
    PurchasedTotal
    
    
    Average
    
    
    Publicly
    
    
    Under theNumber
    
    
    Price
    
    
    Announced
    
    
    Plans orof Shares
    
    
    Paid per
    
    
    Plans or
    
    
    Programs2009
    
    Purchased
    
    
    Share
    
    
    Programs
    
    
    $(000s)January 1 
January 31
    
    
    
    
    
    
    
    
    
    
    February 1 
February 28
    
    
    
    
    
    
    
    
    
    
    March 1  March 31
    
    
    78,754
    
    
    $
    3.13
    
    
    
    78,754Total
    
    
    78,754
    
    
    $
    3.13
    
    
    
    78,754
    
    
    $
    8,067
 
 Item 3. Defaults Upon Senior Securities
  
 Item 4. Submission of Matters to a Vote of Security Holders
  
 Item 5. Other Information
  22




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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).3.2
    
    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).4.4
    
    Indenture dated as of March 17, 2006 governing 10% Senior
Convertible Notes due 2011, with Form of Note appended
(incorporated by reference to Exhibit 4.1 to the Registrants Form
8-K filed on March 23, 2006).4.4.1
    
    Supplemental Indenture to 10% Senior Convertible Notes Indenture
dated September 4, 2007 (incorporated by reference to Exhibit 10.2
to the Registrants Form 8-K filed on September 5, 2007).4.5
    
    Indenture dated as of March 17, 2006 governing 11% Senior Notes
due 2011, with Form of Note appended (incorporated by reference to
Exhibit 4.2 to the Registrants Form 8-K filed on March 23,
2006).4.5.1
    
    Supplemental Indenture to 11% Senior Notes Indenture dated
September 4, 2007 (incorporated by reference to Exhibit 10.1 to
the Registrants Form 8-K filed on September 5, 2007).10.1
    
    Amendment Number Two to the Amended and Restated Financing
Agreement, dated as of March 30, 2009, by and among the Registrant
and Ableco Finance LLC, as collateral agent, Wells Fargo Foothill,
Inc., as administrative agent, and the lenders from time to time
party thereto (incorporated by reference to Exhibit 10.1 to the
Registrants Form 8-K filed on April 3, 2009).31.1
    
    Certification of the Chief Executive Officer, pursuant to Rule
13a-14(a) or 15d-14(a), for the quarter ended March 31, 2009.
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##### Table of Contents



ExhibitNumber
    
    Description31.2
    
    Certification of the Chief Financial Officer, pursuant to Rule
13a-14(a) or 15d-14(a), for the quarter ended March 31, 2009.32.1
    
    Certification of the Chief Executive Officer and Chief Financial
Officer, pursuant to 18 U.S.C. Section 1350, for the quarter ended
March 31, 2009.
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##### Table of Contents



SIGNATURES
  PRG-SCHULTZ INTERNATIONAL, INC.May 6, 2009
    By:
    /s/ Romil BahlRomil BahlPresident, Chief Executive
Officer, Director
(Principal Executive Officer)May 6, 2009
    By:
    /s/ Peter LimeriPeter LimeriChief Financial Officer and
Treasurer
(Principal Financial Officer) 25