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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549  

FORM 10-Q 
☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the quarterly period ended September 30, 2024
or
☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from              to             
Commission file number: 001-38704 

HUDSON GLOBAL, INC.
(Exact name of registrant as specified in its charter)  
Delaware 59-3547281
(State or other jurisdiction of incorporation or organization) (IRS Employer Identification No.)
53 Forest Avenue, Suite 102, Old Greenwich, CT 06870
(Address of principal executive offices) (Zip Code)
(475) 988-2068
(Registrant’s telephone number, including area code) 
  
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading SymbolName of each exchange on which registered
Common Stock, $0.001 par valueHSONThe NASDAQ Stock Market LLC
Preferred Share Purchase RightsThe NASDAQ Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes   ☒    No   ☐
 
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes  ☒     No  ☐
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definition of “large accelerated filer”, “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. 
Large accelerated filer☐ Accelerated filer☐
Non-accelerated filer☒Smaller reporting company
☒
Emerging growth company☐

 If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by checkmark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ☐    No ☒
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
Class 
Outstanding on October 25, 2024
Common Stock - $0.001 par value 2,731,185



HUDSON GLOBAL, INC.
INDEX

  Page
  
Item 1. 
 
 
 
 
 
Item 2.
Item 3.
Item 4.
  
Item 1.
Item 1A.
Item 2.
Item 3.
Item 4.
Item 6.
 
 



PART I – FINANCIAL INFORMATION

ITEM 1.    FINANCIAL STATEMENTS

HUDSON GLOBAL, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share amounts)
(unaudited) 
Three Months Ended
 September 30,		Nine Months Ended
September 30,
2024202320242023
Revenue$36,853 $39,398 $106,456 $127,367 
Operating expenses:
Direct contracting costs and reimbursed expenses18,250 20,028 53,908 63,650 
Salaries and related14,908 14,335 44,399 49,206 
Office and general2,823 2,503 8,164 7,991 
Marketing and promotion971 881 2,627 2,794 
Depreciation and amortization358 374 1,042 1,076 
Total operating expenses37,310 38,121 110,140 124,717 
Operating (loss) income(457)1,277 (3,684)2,650 
Non-operating income (expense):
Interest income, net93 90 280 284 
Other (expense) income, net(184)(404)(318)(321)
(Loss) income before income taxes(548)963 (3,722)2,613 
Provision for income taxes298 430 463 1,148 
Net (loss) income$(846)$533 $(4,185)$1,465 
(Loss) earnings per share:
Basic$(0.28)$0.17 $(1.39)$0.48 
Diluted$(0.28)$0.17 $(1.39)$0.47 
Weighted-average shares outstanding:
Basic2,975 3,068 3,009 3,062 
Diluted2,975 3,141 3,009 3,134 
 



See accompanying notes to Condensed Consolidated Financial Statements.


- 1 -

HUDSON GLOBAL, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OTHER COMPREHENSIVE INCOME (LOSS)
(in thousands, except per share amounts)
(unaudited)
Three Months Ended
 September 30,		Nine Months Ended
September 30,
2024202320242023
Comprehensive (loss) income:
Net (loss) income$(846)$533 $(4,185)$1,465 
Other comprehensive income (loss):
Foreign currency translation adjustment, net of income taxes1,124 (498)606 (561)
Total other comprehensive income (loss), net of income taxes1,124 (498)606 (561)
Comprehensive (loss) income $278 $35 $(3,579)$904 

See accompanying notes to Condensed Consolidated Financial Statements.
- 2 -


HUDSON GLOBAL, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except per share amounts)
(unaudited)
September 30,
2024		December 31,
2023
ASSETS  
Current assets:  
Cash and cash equivalents$15,835 $22,611 
Accounts receivable, less allowance for expected credit losses of $372 and $378, respectively
24,475 19,710 
Restricted cash, current457 354 
Prepaid and other2,254 3,172 
Total current assets43,021 45,847 
Property and equipment, net of accumulated depreciation of $1,750 and $1,564, respectively
301 421 
Operating lease right-of-use assets1,272 1,431 
Goodwill5,771 5,749 
Intangible assets, net of accumulated amortization of $3,646 and $2,771, respectively
2,759 3,628 
Deferred tax assets, net3,634 3,360 
Restricted cash, non-current201 205 
Other assets195 317 
Total assets$57,154 $60,958 
LIABILITIES AND STOCKHOLDERS’ EQUITY  
Current liabilities:  
Accounts payable$1,166 $868 
Accrued salaries, commissions, and benefits5,461 4,939 
Accrued expenses and other current liabilities5,757 4,635 
Operating lease obligations, current757 768 
Total current liabilities13,141 11,210 
Income tax payable91 87 
Operating lease obligations543 664 
Other liabilities439 443 
Total liabilities14,214 12,404 
Commitments and contingencies
Stockholders’ equity:  
Preferred stock, $0.001 par value, 10,000 shares authorized; none issued or outstanding
— — 
Common stock, $0.001 par value, 20,000 shares authorized; 4,006 and
3,896 shares issued; 2,731 and 2,807 shares outstanding, respectively
4 4 
Additional paid-in capital493,981 493,036 
Accumulated deficit(429,432)(425,247)
Accumulated other comprehensive loss, net of applicable tax(684)(1,290)
Treasury stock, 1,275 and 1,089 shares, respectively, at cost
(20,929)(17,949)
Total stockholders’ equity42,940 48,554 
Total liabilities and stockholders’ equity$57,154 $60,958 

See accompanying notes to Condensed Consolidated Financial Statements.
- 3 -

HUDSON GLOBAL, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(unaudited)
 
Nine Months Ended
September 30,
20242023
Cash flows from operating activities:  
Net (loss) income$(4,185)$1,465 
Adjustments to reconcile net (loss) income to net cash provided by operating activities:  
Depreciation and amortization1,042 1,076 
Provision for expected credit losses3 44 
Benefit from deferred income taxes(203)(38)
Stock-based compensation1,046 987 
Changes in operating assets and liabilities, net of effect of dispositions:
(Increase) decrease in accounts receivable(4,162)876 
Increase in prepaid and other assets(105)(365)
Increase (decrease) in accounts payable, accrued expenses, and other liabilities1,757 (7,066)
Net cash used in by operating activities(4,807)(3,021)
Cash flows from investing activities:  
Capital expenditures(22)(64)
Proceeds from corporate benefit policy1,076 — 
Net cash provided by (used in) investing activities1,054 (64)
Cash flows from financing activities:  
Payments for business acquisition liabilities— (1,250)
Purchase of treasury stock (including payment of tax withholdings)(2,775)(774)
Cash paid for net settlement of employee restricted stock units(204)(222)
Net cash used in financing activities(2,979)(2,246)
Effect of exchange rates on cash, cash equivalents, and restricted cash55 (170)
Net decrease in cash, cash equivalents, and restricted cash(6,677)(5,501)
Cash, cash equivalents, and restricted cash, beginning of the period23,170 27,477 
Cash, cash equivalents, and restricted cash, end of the period$16,493 $21,976 
Supplemental disclosures of cash flow information:
Cash received during the period for interest$280 $285 
Net cash payments during the period for income taxes$254 $1,979 
     Cash paid for amounts included in operating lease liabilities$600 $412 
Supplemental non-cash disclosures:
Right-of-use assets obtained in exchange for operating lease liabilities$416 $837 
 
See accompanying notes to Condensed Consolidated Financial Statements. 
- 4 -

HUDSON GLOBAL, INC.
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(in thousands)
(unaudited)
 
Three Months EndedNine Months Ended
 September 30, 2024September 30, 2023September 30, 2024September 30, 2023
 Shares ValueSharesValueShares ValueSharesValue
Total stockholders’ equity, beginning balance2,751 $42,564 2,823 $46,684 2,807 $48,554 2,794 $45,792 
Common stock and additional paid-in capital:
Beginning balance4,003 493,504 3,889 492,427 3,896 493,040 3,823 491,571 
Stock-based compensation expense3 481 2 131 110 945 68 987 
 Ending balance4,006 493,985 3,891 492,558 4,006 493,985 3,891 492,558 
Treasury stock:
Beginning balance(1,252)(20,546)(1,066)(17,528)(1,089)(17,949)(1,029)(16,746)
Purchase of treasury stock (including payment of tax withholdings)(23)(377)(10)(201)(173)(2,776)(37)(774)
Purchase of net settled restricted stock from employees— (6)— (13)(13)(204)(10)(222)
 Ending balance(1,275)(20,929)(1,076)(17,742)(1,275)(20,929)(1,076)(17,742)
Accumulated other comprehensive loss:
Beginning balance(1,808)(1,702)(1,290)(1,639)
Other comprehensive income (loss)1,124 (498)606 (561)
 Ending balance(684)(2,200)(684)(2,200)
Accumulated deficit:
Beginning balance(428,586)(426,513)(425,247)(427,394)
Cumulative-effect adjustment from adoption of ASU 2016-13, Credit Losses— — — (51)
Net (loss) income(846)533 (4,185)1,465 
 Ending balance(429,432)(425,980)(429,432)(425,980)
Total stockholders’ equity, ending balance2,731 $42,940 2,815 $46,636 2,731 $42,940 2,815 $46,636 


See accompanying notes to Condensed Consolidated Financial Statements.
- 5 -
HUDSON GLOBAL, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts)
(unaudited)

NOTE 1 – BASIS OF PRESENTATION

    These interim unaudited condensed consolidated financial statements have been prepared in accordance with United States of America (“U.S.”) generally accepted accounting principles (“U.S. GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X of the U.S. Securities and Exchange Commission (“SEC”) for interim financial reporting and should be read in conjunction with the consolidated financial statements and related notes of Hudson Global, Inc. and its subsidiaries (the “Company”) filed in its Annual Report on Form 10-K for the year ended December 31, 2023.
    
    The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities, and the reported amounts of operating revenues and expenses. These estimates are based on management’s knowledge and judgments. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation of the Company’s financial position, results of operations, and cash flows at the dates and for the periods presented have been included. The results of operations for interim periods are not necessarily indicative of the results of operations for the full year. The condensed consolidated financial statements include the accounts of the Company and all of its wholly owned subsidiaries. Intra-entity balances and transactions between and among the Company and its subsidiaries have been eliminated in consolidation. Certain prior period amounts have been reclassified to conform to the current year presentation with no material impact on the condensed consolidated financial statements. For more information, see Note 2 to the Condensed Consolidated Financial Statements.


NOTE 2 – DESCRIPTION OF BUSINESS

    The Company delivers Recruitment Process Outsourcing (“RPO”) services consisting of recruitment and contracting solutions tailored to the individual needs of primarily mid-to-large multinational companies. The Company operates directly in fourteen countries with three reportable geographic business segments: the Americas, Asia Pacific, and Europe, Middle East, and Africa ("EMEA"). The Company’s RPO delivery teams utilize recruitment process methodologies and project management expertise to meet clients’ ongoing business needs. The Company’s RPO services include complete recruitment outsourcing, project-based outsourcing, contingent workforce solutions, and recruitment consulting for clients’ permanent staff hires. Hudson’s RPO services leverage the Company’s consultants, supported by the Company’s specialists, in the delivery of its proprietary methods to identify, select, and engage the best-fit talent for critical client roles. In addition, the Company provides RPO clients with a range of outsourced professional contract staffing services and managed service provider services offered sometimes on a standalone basis and sometimes as part of a blended total talent solution. These services draw upon a combination of specialized recruiting and project management competencies to deliver a wide range of solutions. Hudson RPO-employed professionals - either individually or as a team - are placed with client organizations for a defined period of time based on specific business needs of the client.

On March 12, 2024 and April 15, 2024, the Company announced that it had entered into strategic agreements with Executive Solutions and Striver, respectively, both of which are Dubai-based talent solutions companies. These agreements allowed the Company to expand its global footprint and client base in the Middle East market. The Company evaluated the agreements under ASC 805 “Business Combinations” and determined that the transactions did not qualify as either business combinations or asset purchases. Payments associated with these agreements were classified as compensation expense and were included in the “Salaries and related” caption on the Company’s Condensed Consolidated Statements of Operations.
In February 2024, Hudson RPO announced an expansion of its service offerings to include executive search in North America, focusing on Life Sciences and Human Resources. This expansion, coupled with the Company’s existing RPO strategy, provides a comprehensive talent acquisition approach, enabling clients to develop streamlined and centralized hiring strategies within a flexible and scalable total talent solution. This service offering better positions the Company as a strategic partner helping clients to implement successful business strategies.
On November 15, 2023, Hudson announced the appointment of Jacob “Jake” Zabkowicz as Global Chief Executive Officer of Hudson RPO. Mr. Zabkowicz leads the vision, strategy, and execution of Hudson RPO’s growth plan, while Jeff Eberwein, Chief Executive Officer of Hudson Global, Inc., continues to focus on capital allocation, acquisitions, corporate strategy, and maximizing shareholder value.
- 6 -
HUDSON GLOBAL, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts)
(unaudited)
On October 31, 2023, Hudson completed its acquisition of Hudson Global Resources (Singapore) Pte. Ltd. (“Hudson Singapore”), a provider of recruitment services primarily to clients operating in Singapore. Hudson Singapore has a 30-year track record of senior placements and project recruitment work across Southeast Asia including Singapore, Malaysia, the Philippines, Vietnam, Thailand, and Indonesia.
See Note 15 to the Condensed Consolidated Financial Statements for further details regarding the Company’s reportable segments: Americas, Asia Pacific, and EMEA.
    

NOTE 3 – ACCOUNTING PRONOUNCEMENTS
    
Recent Accounting Standard Update Not Yet Adopted

In November 2023, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures”. This standard provides additional disclosures about significant expenses in operating segments. The guidance is effective for all entities, for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. The Company is evaluating the effect of adopting this new accounting guidance, and will adopt the guidance when it becomes effective.

In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which modifies FASB Accounting Standards Codification 740 to enhance the transparency and decision usefulness of income tax disclosures. ASU No. 2023-09 is effective on a prospective basis for annual periods beginning after December 15, 2024, with early adoption permitted. The Company is evaluating the effect of adopting this new accounting guidance, and will adopt the guidance when it becomes effective.

Adoption of New Accounting Pronouncements

On January 1, 2023, the Company adopted Accounting Standards Update (“ASU”) 2016-13, “Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments”. This update was issued by the Financial Accounting Standards Board (the “FASB”) in June 2016. This standard requires an impairment model (known as the current expected credit loss (“CECL”) model) and replaces the methodology that recognizes impairment of financial instruments when losses have been incurred with a methodology that recognizes impairment of financial instruments when losses are expected. The new standard requires entities to use a forward-looking “expected loss” model for most financial instruments, including accounts receivable and unbilled services that is based on historical information, current information, and reasonable and supportable forecasts.

As a result of adopting the new standard, the Company recognized a cumulative increase to allowances for accounts receivable and unbilled services and a reduction to the 2023 opening balance of retained earnings of $51. Comparative periods prior to the adoption of this standard and their respective disclosures have not been adjusted. The adoption of ASU 2016-13 did not have a material impact on the Company’s Condensed Consolidated Financial Statements.


NOTE 4 – REVENUE RECOGNITION

Nature of Services

    We account for a contract when both parties to the contract have approved the contract, the rights of the parties are identified, payment terms are identified, the contract has commercial substance, and collectability of consideration is probable. Revenues are recognized over time, using an input or output method, as the control of the promised services is transferred to the client in an amount that reflects the consideration we expect to be entitled to in exchange for those services. The majority of our contracts are short-term in nature as they include termination clauses that allow either party to cancel within a short termination period, without cause. Revenue includes billable travel and other reimbursable costs and is reported net of sales or use taxes collected from clients and remitted to taxing authorities.

- 7 -
HUDSON GLOBAL, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts)
(unaudited)
    We generally determine standalone selling prices based on the prices included in our client contracts, using expected cost plus profit, or other observable prices. The price as specified in our client contracts is generally considered the standalone selling price as it is an observable input that depicts the price as if sold to a similar client in similar circumstances. Certain client contracts have variable consideration, including usage-based fees that increase the transaction price and volume rebates or other similar items that generally reduce the transaction price. We estimate variable consideration using the expected value method based on the terms of the client contract and historical evidence. These amounts may be constrained and are only included in revenue to the extent we do not expect a significant reversal when the uncertainty associated with the variable consideration is resolved. Other than bonuses to be paid to contractors, on behalf of our clients, our estimated amounts of variable consideration subject to constraints are not material, and we do not believe that there will be significant changes to our estimates. Certain contract employees are entitled to performance bonuses at the sole discretion of the client and are constrained until approved. No bonuses were approved and paid to our contract employees on behalf of our clients in the nine months ended September 30, 2024. Bonuses of $0.5 million were approved and paid to our contract employees in the nine months ended September 30, 2023.

    We record accounts receivable when our right to consideration becomes unconditional. Contract assets primarily relate to our rights to consideration for services provided that such rights to consideration are conditional on satisfaction of future performance obligations. A contract liability for deferred revenue is recorded when consideration is received, or is unconditionally due, from a client prior to transferring control of services to the client under the terms of a contract. Deferred revenue balances typically result from advance payments received from clients prior to transferring control of services. Other than deferred revenue, we do not have any material contract assets or liabilities as of and for the nine months ended September 30, 2024 and 2023. As of September 30, 2024 and December 31, 2023, deferred revenue was $108 and $96, respectively.

    Payment terms vary by client and the services being provided to the client. We consider payment terms that exceed one year to be extended payment terms. Substantially all of the Company’s contracts include payment terms of 90 days or less, and we do not extend payment terms beyond one year.

    We primarily record revenue on a gross basis in the Condensed Consolidated Statements of Operations and Comprehensive Income based upon the following key factors:

•We maintain the direct contractual relationship with the client and are responsible for fulfilling the service promised to the client.

•We maintain control over our contractors while the services to the client are being performed, including our contractors’ billing rates, and are ultimately responsible for paying them.

    RPO. We provide complete recruitment outsourcing, project-based outsourcing, and recruitment consulting services for clients’ permanent staff hires. We recognize revenue for our RPO over time in an amount that reflects the consideration we expect to be entitled to and have an enforceable right to payment in exchange for our services. The client simultaneously receives and consumes the benefits of the services as they are provided. The transaction prices contain both fixed fees and variable consideration. Variable consideration is constrained by candidates accepting offers of permanent employment. We recognize revenue on fixed fees as the performance obligations are satisfied and variable fees as the constraint is lifted. We do not incur incremental costs to obtain our RPO contracts. The costs to fulfill these contracts are expensed as incurred.

    We recognize permanent placement revenue when employment candidates accept offers of permanent employment. We have a substantial history of estimating the financial impact of permanent placement candidates who do not remain with our clients through a guarantee period. Fees to clients are generally calculated as a percentage of the new employee’s annual compensation. No fees for permanent placement services are charged to employment candidates.

    Contracting. We provide clients with a range of outsourced professional contract staffing services and managed service provider services, sometimes offered on a standalone basis and sometimes offered as part of a blended total talent solution. We recognize revenue for our contracting services over time as services are performed in an amount that reflects the consideration we expect to be entitled to and have an enforceable right to payment in exchange for our services, which is generally calculated as hours worked multiplied by the agreed-upon hourly bill rate. The client simultaneously receives and consumes the benefits of the services as they are provided. We do not incur incremental costs to obtain our contracts for
- 8 -
HUDSON GLOBAL, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts)
(unaudited)
outsourced professional contract staffing services and managed service provider services. The costs incurred to fulfill these contracts are expensed as incurred.

    Unsatisfied performance obligations. As a practical expedient, we do not disclose the value of unsatisfied performance obligations for (i) contracts with an expected original duration of one year or less and (ii) contracts for which we recognize revenue at the amount to which we have the right to invoice for services performed.

Disaggregation of Revenue

    The following table presents our disaggregated revenues by revenue source. For additional information on the revenues by geographical segment, see Note 15 to the Condensed Consolidated Financial Statements.
Three Months Ended
 September 30,
 20242023
RPO$17,569 $18,876 
Contracting19,284 20,522 
Total Revenue$36,853 $39,398 
Nine Months Ended
September 30,
20242023
RPO$51,177 $62,316 
Contracting55,279 65,051 
Total Revenue$106,456 $127,367 


NOTE 5 – ACCOUNTS RECEIVABLE, NET

Accounts receivable balances are composed of trade and unbilled receivables. Unbilled accounts receivable represent revenue recorded in advance of processing formal invoices pursuant to the completion of contract provisions and, generally, become billable at contractually specified dates. Unbilled receivables of $7,106 and $5,163 as of September 30, 2024 and December 31, 2023, respectively, are expected to be invoiced and collected within one year. The Company records accounts receivable when its right to consideration becomes unconditional. Contract assets primarily relate to our rights to consideration for services provided that they are conditioned on satisfaction of future performance obligations. Accounts receivable, net, are stated at the amount the Company expects to collect, which is net of estimated losses resulting from the inability of its customers to make required payments.

The Company generally establishes customer credit limits and estimates the allowance for credit losses on a country or geographic basis. Customer credit limits are based upon an initial evaluation of the customer’s credit quality and we adjust that limit accordingly based upon ongoing credit assessments of the customer, including payment history and changes in credit quality. Consistent with our adoption of ASU 2016-13, effective January 1, 2023 (refer to Note 3 – Accounting Pronouncements), the allowance for expected credit losses is determined based on an assessment of past collection experience as well as consideration of current and future economic conditions and changes in our customer collection trends.

The following table summarizes the components of “Accounts receivable, net” as presented on the Condensed Consolidated Balance Sheets:
- 9 -
HUDSON GLOBAL, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts)
(unaudited)
September 30,December 31,
Accounts Receivable:20242023
Billed receivables$17,741 $14,925 
Unbilled receivables7,106 5,163 
Accounts Receivable, Gross$24,847 $20,088 
Allowance for expected credit losses(372)(378)
Accounts Receivable, Net$24,475 $19,710 
The following table summarizes the total provision for expected credit losses and write-offs:
Three Months Ended
 September 30,		Nine Months Ended
September 30,
2024202320242023
Beginning balance$378 $102 $378 $51 
Provision for expected credit losses— 44 3 44 
Write-offs(6)— (9)— 
Cumulative-effect adjustment from adoption of ASU 2016-13, Credit Losses
— — — 51 
Ending Balance$372 $146 $372 $146 
NOTE 6 – ACQUISITIONS

Hudson Global Resources (Singapore) Pte. Ltd.

On October 31, 2023, the Company entered into a share purchase agreement by and among, Hudson RPO Limited, a wholly owned subsidiary of the Company (“Buyer”), and Hudson Global Resources (Australia) Pty Limited (“Seller”), and completed the acquisition by Hudson RPO Limited of all of the shares of Hudson Global Resources (Singapore) Pte. Ltd. (“Singapore Acquisition”).

Hudson Singapore is a provider of recruitment services primarily to clients operating in Singapore, with a 30-year track record of senior placements and project recruitment work across Southeast Asia including Singapore, Malaysia, the Philippines, Vietnam, Thailand, and Indonesia.

In connection with the Singapore Acquisition, Seller received $2,546 in cash, subject to certain adjustments, at the closing of the Singapore Acquisition. Additionally, Seller has a contingent right to receive earn-out payments not to exceed approximately $317, based upon the achievement of certain performance thresholds and subject to the satisfaction of certain conditions.

The Singapore Acquisition was accounted for as a business combination under the acquisition method of accounting. The purchase price of $2,574, consisted of the amount paid in cash of $2,546 and a preliminary working capital adjustment of $28. Potential contingent earn-out payments of up to approximately $317 were excluded from the purchase price, and no fair value was assigned to the earn-out, as the seller did not achieve the associated revenue milestones through December 2023. The purchase price, which included $491 of cash and cash equivalents acquired, was allocated to the net tangible and intangible assets and liabilities based on their fair values on the acquisition date of October 31, 2023, with the excess recorded as goodwill. None of the goodwill is expected to be deductible for tax purposes. The Company’s goodwill represents the expected profit growth over time that is attributable to expanding our footprint and market share in Singapore and Southeast Asia.

The values assigned to the assets acquired and liabilities assumed are based on the fair value available and may be adjusted during the measurement period of up to 12 months from the date of acquisition as further information becomes available. Any changes in the fair values of the assets acquired and liabilities assumed during the measurement period may result in adjustments to goodwill. The Company incurred transaction costs related to the Singapore Acquisition of $13 that were expensed as part of “Office and general”.

- 10 -
HUDSON GLOBAL, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts)
(unaudited)
Below is a summary of the fair value of the net assets acquired on the acquisition date based on external valuations at the date of the Singapore Acquisition.
Fair Value
Assets Acquired:
Cash and cash equivalents$491 
Accounts receivable753 
Prepaid expenses and other assets88 
Property and equipment9 
Operating lease right-of-use assets32 
Deferred tax assets766 
Intangible assets212 
Goodwill847 
Assets Acquired$3,198 
Liabilities Assumed:
Accrued expenses and other current liabilities$580 
Other long-term liabilities44 
Liabilities Assumed$624 
Fair value of consideration transferred$2,574 
 Intangible assets are amortized on a straight-line basis over their estimated useful lives. The following table sets forth the components of identifiable intangible assets acquired and their estimated useful lives on the date of the Singapore Acquisition.

Fair ValueUseful Life
Non-compete agreements
$28 5 years
Customer lists97 4 years
Trade name87 5 years
Total identifiable assets$212 

NOTE 7 – STOCK-BASED COMPENSATION
Incentive Compensation Plan
    The Company maintains the Hudson Global, Inc. 2009 Incentive Stock and Awards Plan, as amended and restated on May 24, 2016 and further amended on September 14, 2020 and May 17, 2022 (the “ISAP”), pursuant to which it can issue equity-based compensation incentives to eligible participants. The ISAP permits the granting of stock options, restricted stock, restricted stock units, and other types of equity-based awards. The Compensation Committee (the “Compensation Committee”) of the Board of Directors (the “Board”) will establish such conditions as it deems appropriate on the granting or vesting of stock options, restricted stock, restricted stock units and other types of equity-based awards. As determined by the Compensation Committee, equity awards may also be subject to immediate vesting upon the occurrence of certain events including death, disability, retirement or a change in control of the Company. When we make grants of restricted stock or restricted stock units to our executive officers, including the named executive officers, we enter into Restricted Stock Agreements and Restricted Stock Unit Agreements with such executive officers that contain provisions that are triggered upon a termination of an executive officer or a change in control of our Company. For awards of restricted stock granted beginning on November 6, 2015, effective upon a change in control of our Company, if the executive is employed by us or an affiliate of ours immediately prior to the date of such change in control and is subsequently terminated within 12 months following the date of such change in control, the shares of restricted stock will fully vest and the restrictions imposed upon the restricted stock will be immediately deemed to have lapsed. For awards of restricted stock units granted beginning on March 10, 2016, effective upon a change in control of our Company, if the executive is employed by us or an affiliate of ours immediately prior to the date of such change
- 11 -
HUDSON GLOBAL, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts)
(unaudited)
in control and is subsequently terminated within 12 months following the date of such change in control, the restricted stock units will fully vest and the restrictions imposed upon the restricted stock units will be immediately deemed to have lapsed. The Company primarily grants restricted stock and restricted stock units to its employees. A restricted stock unit is equivalent to one share of the Company’s common stock and is payable only in common stock of the Company issued under the ISAP.
    The Compensation Committee administers the ISAP and may designate any of the following as a participant under the ISAP: any officer or other employee of the Company or its affiliates or individuals engaged to become an officer or employee, consultants or other independent contractors who provide services to the Company or its affiliates, and non-employee directors of the Company. On May 17, 2022, the Company’s stockholders at the 2022 Annual Meeting of Stockholders approved amendments to the ISAP to, among other things, increase the number of shares of the Company’s common stock that are reserved for issuance by 250,000 shares. As of September 30, 2024, there were 116,546 shares of the Company’s common stock available for future issuance under the ISAP.
All share issuances related to stock compensation plans are issued from the aforementioned stock available for future issuance under stockholder approved compensation plan.
For the nine months ended September 30, 2024, the Company granted 47,647 restricted stock units subject to performance vesting conditions for the year ended December 31, 2024, and granted 12,540 of discretionary time-vested restricted stock units to certain employees that were not subject to performance conditions. For the nine months ended September 30, 2023, the Company granted 28,841 restricted stock units subject to performance vesting conditions for the year ended December 31, 2023.
A summary of the quantity and vesting conditions for stock-based units granted to the Company’s employees for the nine months ended September 30, 2024 was as follows:
Vesting conditionsNumber of Restricted Stock Units Granted
Performance and service conditions - Type 1 (1) (2)
14,939 
Performance and service conditions - Type 2 (1) (2)
32,708 
Service conditions only - Type 1 (2)
12,540 
Total shares of stock award granted60,187 

(1)The performance conditions with respect to restricted stock units may be satisfied as follows: 
(a)For grants to Corporate office employees subject to 2024 performance conditions, 100% of the restricted stock units may be earned on the basis of performance as measured by a “group adjusted EBITDA”.

(2)To the extent restricted stock units are earned, such restricted stock units will vest on the basis of service as follows:
(a)33% and 66.6% for Type 1 and Type 2, respectively, of the restricted stock units will vest on the first anniversary of the grant date;
(b)33% and 16.7% for Type 1 and Type 2, respectively, of the restricted stock units will vest on the second anniversary of the grant date; and
(c)34% and 16.7% for Type 1 and Type 2, respectively, of the restricted stock units will vest on the third anniversary of the grant date; provided that, in each case, the employee remains employed by the Company from the grant date through the applicable service vesting date.
The Company also maintains the Director Deferred Share Plan (the “Director Plan”) as part of the ISAP pursuant to which it can issue restricted stock units to its non-employee directors. A restricted stock unit is equivalent to one share of the Company’s common stock and is payable only in common stock issued under the ISAP upon a director ceasing service as a member of the Company’s Board. The restricted stock units vest immediately upon grant and are credited to each of the non-employee director’s retirement accounts under the Director Plan. Restricted stock units issued under the Director Plan contain the right to a dividend equivalent award in the form of additional restricted stock units. The dividend equivalent award is calculated using the same rate as the cash dividend paid on a share of the Company’s common stock, and then divided by the
- 12 -
HUDSON GLOBAL, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts)
(unaudited)
closing price of the Company’s common stock on the date the dividend is paid to determine the number of additional restricted stock units to grant. Dividend equivalent awards have the same vesting terms as the underlying awards. During the nine months ended September 30, 2024, the Company granted 17,540 restricted stock units to its non-employee directors pursuant to the Director Plan.
    As of September 30, 2024, 231,406 restricted stock units are deferred under the Company’s ISAP.
For the three and nine months ended September 30, 2024 and 2023, the Company’s stock-based compensation expense related to restricted stock units and restricted shares of common stock were as follows:
Three Months Ended
 September 30,		Nine Months Ended
September 30,
2024202320242023
Restricted shares of common stock$— $— $— $16 
Restricted stock units 481 131 945 971 
Restricted stock units-cash settled liabilities— — 101 — 
Total$481 $131 $1,046 $987 
 
Restricted Stock Units
    As of September 30, 2024, the Company had $704 of unrecognized stock-based compensation expense related to outstanding unvested restricted stock units. The Company expects to recognize that cost over a weighted average service period of 0.8 years. Restricted stock units have no voting or dividend rights until the awards are vested.
    Changes in the Company’s restricted stock units for the nine months ended September 30, 2024 and 2023 were as follows:

Nine Months Ended September 30, 2024
Performance-basedTime-based/Director Total
Number of Shares of Restricted Stock UnitsWeighted Average Grant-Date Fair ValueNumber of Shares of Restricted Stock UnitsWeighted Average Grant-Date Fair ValueNumber of Shares of Restricted Stock UnitsWeighted Average Grant-Date Fair Value
Unvested restricted stock units at January 1, 2024
95,264 $23.49 80,422 $16.50 175,686 $20.29 
Granted47,647 $14.51 30,080 $17.00 77,727 $15.47 
Vested(58,051)$22.27 (24,723)$18.34 (82,774)$21.09 
Forfeited(28,841)$22.27 (340)$17.72 (29,181)$22.22 
Unvested restricted stock units at September 30, 2024
56,019 $17.76 85,439 $16.13 141,458 $16.78 
 (a)    The number of shares earned above target are based on the performance target established by the Compensation Committee at the initial grant date.

- 13 -
HUDSON GLOBAL, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts)
(unaudited)
Nine Months Ended September 30, 2023
Performance-basedTime-based/Director Total
Number of Shares of Restricted Stock UnitsWeighted Average Grant-Date Fair ValueNumber of Shares of Restricted Stock UnitsWeighted Average Grant-Date Fair ValueNumber of Shares of Restricted Stock UnitsWeighted Average Grant-Date Fair Value
Unvested restricted stock units at January 1, 2023
130,186 $23.56 33,390 $20.31 163,576 $22.89 
Granted28,841 $22.27 5,648 $21.00 34,489 $22.06 
Shares earned above target (a)3,940 $35.72 — $— 3,940 $35.72 
Vested(58,834)$22.10 (16,291)$19.46 (75,125)$21.53 
Forfeited(8,869)$35.10 (2,380)$14.54 (11,249)$30.75 
Unvested restricted stock units at September 30, 2023
95,264 $23.49 20,367 $21.86 115,631 $23.20 

(a)    The number of shares earned above target are based on the performance targets established by the Compensation Committee at the initial grant date.
 (a)    The number of shares earned above target are based on the performance target established by the Compensation Committee at the initial grant date.
Shares of Common Stock 
There were no vested or unvested of restricted shares of common stock for nine months ended September 30, 2024. Changes in the Company’s restricted shares of common stock for the nine months ended September 30, 2023 were as follows:
 Nine Months Ended
September 30,
 2023
Number of
Restricted
Shares of Common Stock		Weighted
Average
Grant-Date
Fair Value
Unvested restricted shares of common stock at January 117,410 $9.57 
Vested(17,410)$9.57 
Unvested restricted shares of common stock at September 30,
— $— 

NOTE 8 – INCOME TAXES

Income Tax Provision

    Under ASC 270, “Interim Reporting”, and ASC 740-270, “Income Taxes – Interim Reporting”, the Company is required to adjust its effective tax rate for each quarter to be consistent with the estimated annual effective tax rate. Jurisdictions with a projected loss for the full year where no tax benefit can be recognized are excluded from the calculation of the estimated annual effective tax rate. Applying the provisions of ASC 270 and ASC 740-270 could result in a higher or lower effective tax rate during a particular quarter, based upon the mix and timing of actual earnings versus annual projections.
Effective Tax Rate
    The provision for income taxes for the nine months ended September 30, 2024 was $463 on a pre-tax loss of $3,722, compared to a provision for income taxes of $1,148 on pre-tax income of $2,613 for the same period in 2023. The Company’s effective income tax rate ("ETR") was negative 12% and positive 44% for the nine months ended September 30, 2024 and 2023, respectively. For the nine months ended September 30, 2024, the effective tax rates differed from the U.S. Federal statutory rate of 21% primarily due to pretax losses for which no tax benefit can be recognized foreign tax rate differences, and
- 14 -
HUDSON GLOBAL, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts)
(unaudited)
non-deductible expense. For the nine months ended September 30, 2023, the effective tax rates differed from the U.S. Federal statutory rate of 21% primarily due to a discrete tax benefit recognized following the lapse of certain statutes of limitations related to Spain, recognition of a portion of a deferred tax asset in Canada, state income taxes, changes in valuation allowances in the U.S. and certain foreign jurisdictions which reduces or eliminates the effective tax rate on current year profits or losses, foreign tax rate differences, taxes on repatriations or deemed repatriation of foreign profits, and non-deductible expenses. The current YTD ETR differs significantly from the prior period YTD ETR primarily due to the interaction of similar rate reconciliation items, including change in valuation allowance, with a negative pretax book income in the current period versus positive pretax book income in the prior year comparative period.
Uncertain Tax Positions 
    As of both September 30, 2024 and December 31, 2023, the Company had $60, respectively, of unrecognized tax benefits, excluding interest and penalties, which if recognized in the future, would lower the Company’s effective income tax rate.
     The Company recognizes accrued interest and penalties related to unrecognized tax benefits as part of the provision for income taxes. As of September 30, 2024 and December 31, 2023, the Company had $31 and $27, respectively, of accrued interest and penalties associated with unrecognized tax benefits.
The statute of limitations for capital gains taxes on the transfer of shares in Spain lapsed in January 2023. The FIN48 reserve for Spain capital gains taxes, interest, and penalties of approximately $408 was released as a tax benefit in the first quarter of 2023.
        Based on information available as of September 30, 2024, it is reasonably possible that the total amount of unrecognized tax benefits could decrease by $0 over the next 12 months as a result of projected resolutions of global tax examinations and controversies and potential expirations of the applicable statutes of limitations.
In many cases, the Company’s unrecognized tax benefits are related to tax years that remain subject to examination by the relevant tax authorities. Tax years with net operating losses (“NOLs”) remain open until such losses expire or until the statutes of limitations for those years when the NOLs are used expire. As of September 30, 2024, the Company’s open tax years, which remain subject to examination by the relevant tax authorities, are between 2016 and 2023 depending on the jurisdiction.
    The Company believes that its unrecognized tax benefits as of September 30, 2024 are appropriately reflected for all years subject to examination above.

Net Operating Losses (“NOLs”), Capital Losses, and Valuation Allowance

The Company recorded a valuation allowance against all of our consolidated US deferred tax assets for NOLs and Capital Losses as of September 30, 2024 and December 31, 2023. We intend to continue maintaining a full valuation allowance on our deferred tax assets for NOLs until there is sufficient evidence to support the reversal of all or some portion of these allowances in the future.

NOTE 9 – EARNINGS (LOSS) PER SHARE
    Basic earnings (loss) per share is computed by dividing the Company’s net income (loss) by the weighted average number of shares outstanding during the period. When the effects are not anti-dilutive, diluted earnings (loss) per share is computed by dividing the Company’s net income (loss) by the weighted average number of shares outstanding and the impact of all dilutive potential common shares, primarily stock options “in-the-money”, unvested restricted stock, and unvested restricted stock units. The dilutive impact of stock options, unvested restricted stock, and unvested restricted stock units is determined by applying the “treasury stock” method. Performance-based restricted stock awards are included in the computation of diluted earnings per share only to the extent that the underlying performance conditions: (i) are satisfied prior to the end of the reporting period; or (ii) would be satisfied if the end of the reporting period were the end of the related performance period and the result would be dilutive under the treasury stock method. Stock awards subject to vesting or exercisability based on the achievement of market conditions are included in the computation of diluted earnings per share only when the market conditions are met.
- 15 -
HUDSON GLOBAL, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts)
(unaudited)

    A reconciliation of the numerators and denominators of the basic and diluted earnings (loss) per share calculations for the three and nine months ended September 30, 2024 and 2023 were as follows:

 Three Months Ended
 September 30,		Nine Months Ended
September 30,
2024202320242023
Earnings (loss) per share (“EPS”):    
Basic$(0.28)$0.17 $(1.39)$0.48 
Diluted$(0.28)$0.17 $(1.39)$0.47 
EPS numerator - basic and diluted:
Net (loss) income$(846)$533 $(4,185)$1,465 
EPS denominator (in thousands):   
Weighted average common stock outstanding - basic2,975 3,068 3,009 3,062 
Common stock equivalents: restricted stock units and restricted shares of common stock— 
(a)
73 — 
(a)
72 
Weighted average number of common stock outstanding - diluted
2,975 3,141 3,009 3,134 


(a)    The diluted weighted average number of shares of common stock outstanding did not differ from the basic weighted average number of shares of common stock outstanding because the effects of any potential common stock equivalents (see Note 7 to the Condensed Consolidated Financial Statements for further details on unvested restricted stock units) were anti-dilutive and therefore not included in the calculation of the denominator of dilutive earnings per share.
    The weighted average number of shares outstanding used in the computation of diluted net earnings per share for the three and nine months ended September 30, 2024 and 2023 did not include the effect of the following potentially outstanding shares of common stock because the effect would have been anti-dilutive:
Three Months Ended
 September 30,		Nine Months Ended
September 30,
2024202320242023
Unvested restricted stock units— 22,540 — 300 
Total— 22,540 — 300 

NOTE 10– GOODWILL AND INTANGIBLE ASSETS

Goodwill

The Company recorded goodwill of $847 on October 31, 2023 in connection with the Singapore Acquisition (See Note 6 for further information on the Singapore Acquisition).

For the nine months ended September 30, 2024 and the twelve months ended December 31, 2023, the changes in carrying amount of goodwill were as follows:

Carrying Value
2024
Goodwill, January 1,$5,749 
Currency translation22 
Goodwill, September 30, 2024
$5,771 
- 16 -
HUDSON GLOBAL, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts)
(unaudited)

Carrying Value
2023
Goodwill, January 1,$4,875 
Acquisitions847 
Currency translation27 
Goodwill, December 31, 2023
$5,749 

Intangible Assets
The Company’s intangible assets consisted of the following components as of September 30, 2024 and December 31, 2023:

September 30, 2024Weighted Average Remaining Amortization Useful Lives
(in years)		Gross Carrying
Amount		Accumulated
Amortization		Net Carrying
Amount
Non-compete agreements3.0$148 $(112)$36 
Trade name6.21,640 (678)962 
Customer lists2.83,960 (2,224)1,736 
Developed technology
0.4657 (632)25 
$6,405 $(3,646)$2,759 

December 31, 2023Weighted Average Remaining Amortization Useful Lives
(in years)		Gross Carrying
Amount		Accumulated
Amortization		Net Carrying
Amount
Non-compete agreements3.4$147 $(98)$49 
Trade name6.71,638 (515)1,123 
Customer lists3.53,957 (1,690)2,267 
Developed technology
0.9657 (468)189 
$6,399 $(2,771)$3,628 
Amortization expense for the three and nine months ended September 30, 2024 was $293 and $875, respectively. Intangible assets are amortized on a straight-line basis over their estimated useful lives. No impairment in the value of amortizable intangible assets was recognized during the nine months ended September 30, 2024 and 2023.

Estimated future amortization expense for intangible assets for the remainder of the fiscal year ending December 31, 2024, and for each of the next fiscal years are as follows:

2024$256 
2025872 
2026637 
2027551 
2028130 
Thereafter313 
$2,759 

- 17 -
HUDSON GLOBAL, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts)
(unaudited)

The change in the book value of amortizable intangible assets is as follows:

January 1, 2024
Beginning Balance
AmortizationTranslation and Other
September 30, 2024
Ending Balance
Non-compete agreements$49 $(14)$1 $36 
Trade name1,123 (163)2 962 
Customer lists2,267 (534)3 1,736 
Developed technology
189 (164)— 25 
$3,628 $(875)$6 $2,759 
NOTE 11 – CASH, CASH EQUIVALENTS, AND RESTRICTED CASH
    Cash, cash equivalents, and restricted cash as reported within the accompanying Condensed Consolidated Balance Sheets as of September 30, 2024 and December 31, 2023 was as follows: 
September 30,
2024		December 31,
2023
Cash and cash equivalents$15,835 $22,611 
Restricted cash, current457 354 
Restricted cash, non-current201 205 
Total cash, cash equivalents, and restricted cash$16,493 $23,170 

    Restricted cash primarily includes lease and collateral deposits, as well as bank guarantees for licensing.

NOTE 12 – COMMITMENTS AND CONTINGENCIES
Litigation and Complaints 
    The Company is subject, from time to time, to various claims, lawsuits, contracts disputes, and other complaints from, for example, clients, candidates, suppliers, landlords for both leased and subleased properties, former and current employees, and regulators or tax authorities arising in the ordinary course of business. The Company routinely monitors claims such as these, and records provisions for losses when the claim becomes probable and the amount due is estimable. Although the outcome of these claims cannot be determined, the Company believes that the final resolution of these matters will not have a material adverse effect on the Company’s financial condition, results of operations or liquidity.
    For matters that reach the threshold of probable and estimable, the Company establishes reserves for legal, regulatory, and other contingent liabilities. The Company did not have any legal reserves as of September 30, 2024 and December 31, 2023.
Operating Leases
    Our office space leases have lease terms of one year to four years. Some of these operating leases include options to extend the lease terms, and some operating leases include options to terminate the leases earlier than the expiration of the full terms. These options are considered in our determination of the valuation of our right-of-use assets and lease liabilities.
    None of our operating leases include implicit rates, and we have determined that the difference between the contractual cost basis and the present value of lease payments calculated using incremental borrowing rates is not material. Our operating lease costs for the nine months ended September 30, 2024 and 2023 were $1,010 and $877, respectively (reflected in Net cash used in operating activities). The weighted average remaining lease term of our operating leases as of September 30, 2024 was 2.5 years.
- 18 -
HUDSON GLOBAL, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts)
(unaudited)
    As of September 30, 2024, future minimum operating lease payments are as follows:
202420252026202720282029Total
Minimum lease payments$219 $648 $168 $93 $95 $78 $1,301 
    
Invoice Finance Credit Facility

    On April 8, 2019, the Company’s Australian subsidiary (“Australian Borrower”) entered into an invoice finance credit facility agreement (the “NAB Facility Agreement”) with National Australia Bank Limited (“NAB”). The NAB Facility Agreement provides the Australian Borrower with the ability to borrow funds based on a percentage of eligible trade receivables up to a maximum of 4 million Australian dollars. No receivables have terms greater than 90 days, and any risk of loss is retained by the Australian Borrower. The interest rate is calculated as the variable receivable finance indicator rate, plus a margin of 1.60% per annum. Borrowings under this facility are secured by substantially all of the assets of the Australian Borrower. The NAB Facility Agreement does not have a stated maturity date and can be terminated by either the Australian Borrower or NAB upon 90 days written notice. As of September 30, 2024, there were no amounts outstanding under the NAB Facility Agreement. Interest expense and fees incurred on the NAB Facility Agreement were $4 and $13 for the three and nine months ended September 30, 2024, respectively, and $4 and $13 for the three and nine months ended September 30, 2023, respectively.

    The NAB Facility Agreement contains various restrictions and covenants for the Australian Borrower including (1) that EBITDA must be at least two times total interest paid on debt on a 12-month rolling basis; (2) minimum tangible net worth must be at least 2.5 million Australian dollars and be equal to at least 25% of total tangible assets on June 30 and December 31 (as defined in the NAB Facility Agreement); and (3) additional periodic reporting requirements to NAB. The Australian Borrower was in compliance with all financial covenants under the NAB Facility Agreement as of September 30, 2024.

    Amounts borrowed from the NAB Facility may be large, contain short maturities and have quick turnovers. Amounts borrowed and repaid are presented on a net basis on the Condensed Consolidated Statements of Cash Flows.

On May 25, 2022, Hudson Global Resources (Singapore) Pte. Ltd. (“Singapore Borrower”), which the Company acquired on October 31, 2023 (see Note 5 to the Consolidated Financial Statements in Item 8), and the Hong Kong and Shanghai Banking Corporation Limited (“HSBC”), entered into an invoice finance credit facility agreement (the “HSBC Facility Agreement”). The HSBC Facility Agreement allows the Singapore Borrower to borrow funds up to a maximum of 1 million Singapore dollars, based on a percentage of eligible trade receivables. All receivables have a term of no more than 60 days, and any risk of loss is borne by the Singapore Borrower. The interest rate is calculated as the bank’s external cost of capital, plus a margin of 3.5% per annum. The Company ended the HSBC Facility Agreement in May 2024. Interest expense and fees incurred on the HSBC Facility Agreement were $6 for the nine months ended September 30, 2024.

NOTE 13 – STOCKHOLDERS’ EQUITY

Common Stock
    
    On July 30, 2015, the Company announced that its Board authorized the repurchase of up to $10,000 of the Company’s common stock and this repurchase program was completed in June 2023. On August 8, 2023, the Company’s Board of Directors authorized a new stock repurchase program for up to $5,000 of the Company’s outstanding shares of common stock. The Company has repurchased shares from time to time as market conditions warrant. This authorization does not expire. Under the new stock repurchase program, the Company intends to repurchase shares through open market purchases, privately negotiated transactions, block purchases, or otherwise in accordance with applicable federal securities laws, including Rule 10b-18 of the Securities Exchange Act of 1934 (the “Exchange Act”).

During the nine months ended September 30, 2024 the Company repurchased a total of 154,084 shares of its common stock for a cost of $2,495 under this authorization. Of these shares, 44,250 shares were repurchased on January 29, 2024 in connection with a transaction with a certain shareholder totaling $655 that excludes tax withholdings. The Company also repurchased 69,567 shares during the second quarter in connection with transactions with certain shareholders totaling $1,181, as well as 40,267 shares of its common stock on the open market for a cost of $659. For the nine months ended September 30, 2023, the Company repurchased 36,842 shares of its common stock on the open market for $774. As of September 30, 2024,
- 19 -
HUDSON GLOBAL, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts)
(unaudited)
under the July 30, 2015 and August 8, 2023 authorizations combined, the Company had repurchased an aggregate of 667,496 shares for a total cost of $12,882, completing the July 30, 2015 authorization and leaving $2,119 available for purchase under the August 8, 2023 authorization.

The Company cannot predict when or if it will repurchase any shares of common stock as such stock repurchase program will depend on a number of factors, including constraints specified in any Rule 10b5-1 trading plans, price, general business and market conditions, and alternative investment opportunities. Information regarding share repurchases will be available in the Company’s periodic reports on Form 10-Q and 10-K filed with the Securities and Exchange Commission as required by the applicable rules of the Exchange Act.
    
NOTE 14 – SHELF REGISTRATION STATEMENT
On June 30, 2022, the Company filed a shelf registration on Form S-3 with the SEC. Under the Form S-3, the Company may offer, issue and sell, from time to time, in one or more offerings and series, together or separately, shares of its common stock, shares of preferred stock, debt securities, subscription rights, purchase contracts, or units, which together shall have an aggregate initial offering price not to exceed $100,000. The registration statement was declared effective by the SEC on July 26, 2022. As of September 30, 2024, no securities had been offered or issued under the registration statement.

- 20 -
HUDSON GLOBAL, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts)
(unaudited)
NOTE 15 – SEGMENT AND GEOGRAPHIC DATA
Segment Reporting
    The Company operates in three reportable segments: the Hudson regional businesses of Americas, Asia Pacific, and EMEA. Corporate expenses are reported separately for the three reportable segments and pertain to certain functions, such as executive management, corporate governance, investor relations, legal, accounting, tax, and treasury. A portion of these expenses are attributed to the reportable segments for providing the above services to them, and have been allocated to the segments as management service expenses, and are included in the segments’ non-operating other income (expense). Segment information is presented in accordance with ASC 280, “Segment Reporting.” This standard is based on a management approach that requires segmentation based upon the Company’s internal organization and disclosure of revenue and certain expenses based upon internal accounting methods. The Company’s financial reporting systems present various data for management to run the business, including internal profit and loss statements prepared on a basis not consistent with U.S. GAAP. Accounts receivable and long-lived assets are the only significant asset separated by segment for internal reporting purposes.
- 21 -
HUDSON GLOBAL, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts)
(unaudited)
AmericasAsia PacificEMEACorporateInter-Segment EliminationTotal
For The Three Months Ended September 30, 2024
Revenue, from external customers$7,578 $22,560 $6,715 $— $— $36,853 
Inter-segment revenue28 1 8 — (37)— 
Total revenue$7,606 $22,561 $6,723 $— $(37)$36,853 
Adjusted net revenue, from external customers (a)
$6,634 $7,847 $4,122 $— $— $18,603 
Inter-segment adjusted net revenue29 (27)(2)— — — 
Total adjusted net revenue$6,663 $7,820 $4,120 $— $— $18,603 
EBITDA (loss) (b)
$351 $312 $42 $(988)$— $(283)
Depreciation and amortization(308)(40)(6)(4)— (358)
Intercompany dividend/interest (expense) income, net— (134)— 134 — — 
Interest income, net— 2 — 91 — 93 
Provision for income taxes(44)(111)(94)(49)— (298)
Net income (loss)$(1)$29 $(58)$(816)$— $(846)
For The Nine Months Ended September 30, 2024
Revenue, from external customers$20,544 $66,718 $19,194 $— $— $106,456 
Inter-segment revenue142 1 42 — (185)— 
Total revenue$20,686 $66,719 $19,236 $— $(185)$106,456 
Adjusted net revenue, from external customers (a)
$18,783 $22,020 $11,745 $— $— $52,548 
Inter-segment adjusted net revenue142 (166)24 — — — 
Total adjusted net revenue$18,925 $21,854 $11,769 $— $— $52,548 
EBITDA (loss) (b)
$(111)$(65)$459 $(3,243)$— $(2,960)
Depreciation and amortization(889)(124)(20)(9)— (1,042)
Intercompany dividend/interest (expense) income, net— (397)— 397 — — 
Interest income, net— 7 — 273 — 280 
Provision for income taxes(111)90 (347)(95)— (463)
Net income (loss)$(1,111)$(489)$92 $(2,677)$— $(4,185)
As of September 30, 2024
Accounts receivable, net$5,103 $12,315 $7,057 $— $— $24,475 
Long-lived assets, net of accumulated depreciation and amortization (c)
$6,908 $1,865 $27 $31 $— $8,831 
Total assets$14,199 $24,269 $11,356 $7,330 $— $57,154 

- 22 -
HUDSON GLOBAL, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts)
(unaudited)
AmericasAsia PacificEMEACorporateInter-
Segment
Elimination		Total
For The Three Months Ended September 30, 2023    
Revenue, from external customers$7,167 $26,106 $6,125 $— $— $39,398 
Inter-segment revenue119 — 18 — (137)— 
Total revenue$7,286 $26,106 $6,143 $— $(137)$39,398 
Adjusted net revenue, from external customers (a)
$6,854 $8,694 $3,822 $— $— $19,370 
Inter-segment adjusted net revenue119 (109)(19)— 9 — 
Total adjusted net revenue (a)
$6,973 $8,585 $3,803 $— $9 $19,370 
EBITDA (loss) (b)
$20 $1,890 $(300)$(363)$— $1,247 
Depreciation and amortization(313)(52)(7)(2)— (374)
Intercompany (expense) interest income, net— (128)— 128 — — 
Interest (expense) income, net— 2 — 88 — 90 
Provision for income taxes(44)(520)26 108 — (430)
Net income (loss)$(337)$1,192 $(281)$(41)$— $533 
For The Nine Months Ended September 30, 2023    
Revenue, from external customers$25,008 $81,784 $20,575 $— $— $127,367 
Inter-segment revenue230 — (6)— (224)— 
Total revenue$25,238 $81,784 $20,569 $— $(224)$127,367 
Adjusted net revenue, from external customers (a)
$24,097 $26,734 $12,886 $— $— $63,717 
Inter-segment adjusted net revenue230 (147)(66)— (17)— 
Total adjusted net revenue$24,327 $26,587 $12,820 $— $(17)$63,717 
EBITDA (loss) (b)
$(876)$5,455 $995 $(2,169)$— $3,405 
Depreciation and amortization(936)(111)(22)(7)— (1,076)
Intercompany (expense) interest income, net— (375)1,218 375 (1,218)— 
Interest (expense) income, net— 6 — 278 — 284 
(Provision for) benefit from income taxes111 (1,440)(387)568 — (1,148)
Net income (loss)$(1,701)$3,535 $1,804 $(955)$(1,218)$1,465 
As of December 31, 2023      
Accounts receivable, net$5,502 $9,280 $4,928 $— $— $19,710 
Long-lived assets, net of accumulated depreciation and amortization (c)
$7,773 $1,954 $33 $38 $— $9,798 
Total assets$17,632 $23,604 $11,064 $8,658 $— $60,958 

(a)Adjusted net revenue is net of the Direct contracting costs and reimbursed expenses caption on the Condensed Consolidated Statements of Operations. Direct contracting costs and reimbursed expenses include the direct staffing costs of salaries, payroll taxes, employee benefits, travel expenses, and insurance costs for the Company’s contractors and reimbursed out-of-pocket expenses and other direct costs. The region where services are provided, the mix of RPO and contracting, and the functional nature of the staffing services provided can affect operating income and EBITDA. The salaries, commissions, payroll taxes, and employee benefits related to recruitment professionals are included under the caption “Salaries and related” in the Condensed Consolidated Statements of Operations.

(b)SEC Regulation S-K Item 229.10(e)1(ii)(A) defines EBITDA as earnings before interest, taxes, depreciation and amortization. EBITDA is presented to provide additional information to investors about the Company’s operations on a basis consistent with the measures that the Company uses to manage its operations and evaluate its performance.
- 23 -
HUDSON GLOBAL, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts)
(unaudited)
Management also uses this measurement to evaluate working capital requirements. EBITDA should not be considered in isolation or as a substitute for operating income and net income prepared in accordance with U.S. GAAP or as a measure of the Company’s profitability.

(c)Comprised of property and equipment, intangible assets and goodwill, net of accumulated depreciation and amortization.

Geographic Data Reporting
    A summary of revenues for the three and nine months ended September 30, 2024 and 2023 and net assets by geographic area as of September 30, 2024 and 2023 and as of December 31, 2023, were as follows:
AustraliaUnited
States		United
Kingdom		OtherTotal
For The Three Months Ended September 30, 2024  
Revenue (a)
$18,089 $7,233 $5,913 $5,618 $36,853 
For The Three Months Ended September 30, 2023  
Revenue (a)
$23,620 $6,706 $5,807 $3,265 $39,398 
For The Nine Months Ended September 30, 2024
Revenue (a)
$54,770 $19,577 $17,317 $14,792 $106,456 
For The Nine Months Ended September 30, 2023
Revenue (a)
$73,414 $23,501 $19,503 $10,949 $127,367 
As of September 30, 2024    
Long-lived assets, net of accumulated depreciation and amortization (b)
$28 $6,938 $17 $1,848 $8,831 
Net assets$8,195 $17,670 $4,271 $12,804 $42,940 
As of December 31, 2023    
Long-lived assets, net of accumulated depreciation and amortization (b)
$49 $7,811 $33 $1,905 $9,798 
Net assets$9,634 $22,585 $5,084 $11,251 $48,554 
  
(a) Revenue by geographic region disclosed above is net of any inter-segment revenue and, therefore, represents only revenue from external customers according to the location of the operating subsidiary.

(b) Comprised of property and equipment, intangible assets and goodwill, net of accumulated depreciation and amortization.


NOTE 16 – STOCKHOLDER RIGHTS PLAN

    On October 15, 2018, the Company’s Board of Directors declared a dividend to the Company’s stockholders of record as of the close of business on October 25, 2018 (the “Record Date”), for each outstanding share of the Company’s common stock, of one right (a “Right”) to purchase one one-hundredth of a share of a new series of participating preferred stock of the Company. The terms of the Rights are set forth in the Rights Agreement, dated as of October 15, 2018 (as amended, the “Rights Agreement”), by and between the Company and Computershare Trust Company, N.A., as rights agent (the “Rights Agent”). The Company’s stockholders approved the Rights Agreement at the Company’s 2019 Annual Meeting of Stockholders held on May 6, 2019. On September 28, 2021, the Company and the Rights Agent entered into a First Amendment to Rights Agreement (the “Amendment”) that amended the Rights Agreement to extend its term through October 15, 2024. The amendment was approved by the Board on September 28, 2021, subject to stockholder approval, and the Company’s stockholders approved the Amendment at the Company’s 2022 Annual Meeting of Stockholders held on May 17, 2022. The Board of Directors has taken further action to amend the Original Rights Agreement, as amended by the First Amendment, to extend the expiration of the Rights Agreement to October 15, 2027, as contemplated in the Second Amendment to Rights Agreement (the “Second Amendment”). The Second Amendment was approved by the Board on June 13, 2024, subject to stockholder approval, and the
- 24 -
HUDSON GLOBAL, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts)
(unaudited)
Company’s stockholders approved the Amendment at the Company’s 2024 Annual Meeting of Stockholders held on July 31, 2024.

Each Right allows its holder to purchase from the Company one one-hundredth of a share of the Company’s Series B Junior Participating Preferred Stock (“Series B Preferred Stock”) for a purchase price of $3.50. Each fractional share of Series B Preferred Stock would give the stockholder approximately the same dividend, voting and liquidation rights as does one share of common stock. Prior to exercise, however, a Right does not give its holder any dividend, voting or liquidation rights.

    The Board entered into the Rights Agreement in an effort to preserve the value of the Company’s significant U.S. NOLs and other tax benefits. The Company’s ability to utilize its NOLs may be substantially limited if the Company experiences an “ownership change” within the meaning of Section 382 of the Internal Revenue Code of 1986, as amended (the “Code”). In general, an “ownership change” would occur if the percentage of the Company’s ownership by one or more “5-percent shareholders” (as defined in the Code) increases by more than 50 percent over the lowest percentage owned by such stockholders at any time during the prior three years. The Rights Agreement is designed to preserve the Company’s tax benefits by deterring transfers of common stock that could result in an “ownership change” under Section 382 of the Code. In general terms, the Rights Agreement imposes a significant penalty upon any person or group that acquires beneficial ownership (as defined under the Rights Agreement) of 4.99% or more of the outstanding common stock without the prior approval of the Board (an “Acquiring Person”). Any Rights held by an Acquiring Person are void and may not be exercised.

The Company also has a provision in its Amended and Restated Certificate of Incorporation (the “Charter Provision”) which generally prohibits transfers of its common stock that could result in an ownership change.
    
The Rights will not be exercisable until the earlier of (i) 10 days after a public announcement by the Company that a person or group has become an Acquiring Person; and (ii) 10 business days (or a later date determined by the Board) after a person or group begins a tender or an exchange offer that, if completed, would result in that person or group becoming an Acquiring Person.
    
    Until the date that the Rights become exercisable (the “Distribution Date”), common stock certificates will also evidence the Rights and will contain a notation to that effect. Any transfer of shares of common stock prior to the Distribution Date will constitute a transfer of the associated Rights. After the Distribution Date, the Rights will separate from the common stock and be evidenced by Right certificates, which the Company will mail to all holders of Rights that have not become void. After the Distribution Date, if a person or group already is or becomes an Acquiring Person, all holders of Rights, except the Acquiring Person, may exercise their Rights upon payment of the purchase price to purchase shares of common stock (or other securities or assets as determined by the Board) with a market value of two times the purchase price (a “Flip-in Event”). After the Distribution Date, if a Flip-in Event has already occurred and the Company is acquired in a merger or similar transaction, all holders of Rights, except the Acquiring Person, may exercise their Rights upon payment of the purchase price, to purchase shares of the acquiring or other appropriate entity with a market value of two times the purchase price of the Rights. Rights may be exercised to purchase Series B Preferred Stock only after the Distribution Date occurs and prior to the occurrence of a Flip-in Event as described above. A Distribution Date resulting from the commencement of a tender offer or an exchange offer as described in the second bullet point above could precede the occurrence of a Flip-in Event, in which case the Rights could be exercised to purchase Series B Preferred Stock. A Distribution Date resulting from any occurrence described in the first bullet point above would necessarily follow the occurrence of a Flip-in Event, in which case the Rights could be exercised to purchase shares of common stock (or other securities or assets) as described above.

    The Rights will expire on the earliest of (i) the Close of Business on October 15, 2027, or such earlier date as of which the Board determines that this Agreement is no longer necessary for the preservation of Tax Benefits, (ii) the time at which the Rights are redeemed as provided in Section 23, (iii) the time at which all exercisable Rights are exchanged as provided in Section 24, (iv) the Close of Business on the effective date of the repeal of Section 382 of the Code or any successor or replacement provision if the Board determines that this Agreement is no longer necessary for the preservation of Tax Benefits, and (v) the Close of Business on the first day of a taxable year of the Company to which the Board determines that no Tax Benefits may be carried forward.

    The Board may redeem all (but not less than all) of the Rights for a redemption price of $0.001 per Right at any time before the later of the Distribution Date and the date of the first public announcement or disclosure by the Company that a person or group has become an Acquiring Person. Once the Rights are redeemed, the right to exercise the Rights will terminate, and the only right of the holders of such Rights will be to receive the redemption price.
- 25 -
HUDSON GLOBAL, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts)
(unaudited)

    The Board may adjust the purchase price of the Series B Preferred Stock, the number of shares of Series B Preferred Stock issuable and the number of outstanding Rights to prevent dilution that may occur as a result of certain events, including, among others, a stock dividend, a stock split or a reclassification of the Series B Preferred Stock or common stock.

    Before the time the Rights cease to be redeemable, the Board may amend or supplement the Rights Agreement without the consent of the holders of the Rights, except that no amendment may decrease the redemption price below $0.001 per Right.

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ITEM 2.    MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
    This Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) should be read in conjunction with the Condensed Consolidated Financial Statements and the notes thereto, included in Part I of this Form 10-Q. The reader should also refer to the Condensed Consolidated Financial Statements and notes of Hudson Global, Inc. and its subsidiaries (the “Company”) filed in its Annual Report on Form 10-K for the year ended December 31, 2023. This MD&A contains forward-looking statements. Please see “FORWARD-LOOKING STATEMENTS” for a discussion of the uncertainties, risks and assumptions associated with these statements. This MD&A also uses the non-generally accepted accounting principle measure of earnings before interest, taxes, depreciation and amortization (“EBITDA”). See Note 15 to the Condensed Consolidated Financial Statements in Part I, Item 1 of this Form 10-Q for EBITDA segment reconciliation information. The tables and information in this MD&A were derived from exact numbers and may have immaterial rounding differences.
This MD&A includes the following sections:
•Executive Overview
•Results of Operations
•Liquidity and Capital Resources
•Contingencies
•Recent Accounting Pronouncements
•Critical Accounting Estimates
•Forward-Looking Statements

Executive Overview
    
The Company’s objective is to increase value to the Company’s stockholders by providing global Recruitment Process Outsourcing (“RPO”) solutions to customers. With direct operations in fourteen countries and relationships with specialized professionals and organizations around the globe, the Company brings a strong ability to match talent with opportunities by assessing, recruiting, developing, and engaging highly successful people for the Company’s clients. The Company combines broad geographic presence, world-class talent solutions and a tailored, consultative approach to help businesses and professionals achieve maximum performance. The Company seeks to continually upgrade its service offerings and delivery capability tools to make the Company and candidates more successful in achieving clients’ business requirements.

    The Company’s proprietary frameworks, assessment tools, and leadership development programs, coupled with its global footprint, allow the Company to design and implement regional and global outsourced recruitment solutions that the Company believes greatly enhance the quality and efficiency of its clients’ hiring.
    To meet the Company’s objective, the Company engages in the following initiatives:
•Facilitating growth and development of the global RPO business through strategic investments in people, innovation, and technology;
•Building and differentiating the Company’s brand through its unique outsourcing solutions offerings; and
•Improving the Company’s cost structure and efficiency of its support functions and infrastructure.    
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    We continue to explore all strategic alternatives to maximize value for the Company’s stockholders, including without limitation, improving the market position and profitability of our services in the marketplace, and enhancing our valuation. We may pursue our goals through organic growth, strategic initiatives, or other alternatives. Additionally, we will continue to monitor capital markets for opportunities to repurchase shares, and consider other actions designed to enhance value to our stockholders, as well as review information regarding potential acquisitions or combinations, both within the RPO business line as well as other businesses, and provide information to third parties regarding potential dispositions of assets or business lines, from time to time.

    This MD&A discusses the results of the Company’s business for the three and nine months ended September 30, 2024 and 2023.
Current Market Conditions

Our clients’ demands for RPO and contracting services largely depend on the market conditions and the strength of the labor markets in the countries where we operate. In the third quarter of 2024, the market conditions remained challenging due to persistent inflation, higher interest rates, and decreased demand for labor in certain markets. We anticipate that these challenging market conditions will continue into the final quarter of 2024.
    
Economic conditions in most of the world’s major markets continued to slow down throughout 2023 and into the third quarter of 2024. Higher than expected inflation in most markets and rising interest rates have led to significant market disruption, including further wage inflation, increased operating costs, staffing challenges, reduced consumer confidence, and limited capital market accessibility that impact our business. In addition, in connection with the challenging business environment, some of our customers have reduced demand, and certain other customers have eliminated our services on a temporary or permanent basis. These conditions and expected future inflation and potential interest rate increases could have material adverse impacts on various aspects of our business in the future.

The continued economic uncertainty has also resulted in volatility in global currencies. Stronger foreign currencies in other markets compared to the U.S. dollar during a reporting period cause local currency results of the Company’s foreign operations to be translated into more U.S. dollars.

The following is a summary of the Company’s financial performance highlights for the three and nine months ended September 30, 2024 and 2023. This summary should be considered in the context of the additional disclosures in this MD&A which further highlight Company results by segment.

Summary of Financial Performance Highlights for the Three Months Ended
September 30, 2024

•Revenue was $36.9 million for the three months ended September 30, 2024, compared to $39.4 million for the same period in 2023, a decrease of $2.5 million, or 6.5%. The decrease in revenue was principally driven by declines in Australia.
◦On a constant currency basis, the Company’s revenue decreased $3.2 million, or 8.1%, primarily due to declines in contracting revenue of $1.7 million, or 8.0%, and in RPO revenue of $1.5 million, or 8.1%, compared to the same period in 2023.
•Adjusted net revenue was $18.6 million for the three months ended September 30, 2024, compared to $19.4 million for the same period in 2023, a decrease of $0.8 million, or 4.0%.
◦On a constant currency basis, adjusted net revenue decreased $1.0 million, or 5.2%, due to a decrease in RPO adjusted net revenue of $1.1 million, or 5.9%, partially offset by an increase in contracting adjusted net revenue of $0.1 million, or 7.0%, compared to the same period in 2023.
•Selling, general and administrative expenses (including salaries and related expenses) and other non-operating income (expense) (“SG&A and Non-Op”) was $18.9 million for the three months ended September 30, 2024, compared to $18.1 million for the same period in 2023, an increase of $0.8 million, or 4.2%.
◦On a constant currency basis, SG&A and Non-Op increased $0.5 million, or 3.0%, as compared to the same period in 2023. SG&A and Non-Op as a percentage of revenue was 51.2% for the three months ended September 30, 2024, compared to 45.8% for the same period in 2023.
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•EBITDA loss was $0.3 million for the three months ended September 30, 2024, compared to EBITDA of $1.2 million for the same period in 2023, a decrease in EBITDA of $1.5 million. On a constant currency basis, EBITDA decreased $1.6 million.
•Net loss was $0.8 million for the three months ended September 30, 2024, compared to net income of $0.5 million for the same period in 2023, a decrease in net income of $1.4 million. On a constant currency basis, net income also decreased $1.4 million.
Summary of Financial Performance Highlights for the Nine Months Ended
September 30, 2024
•Revenue was $106.5 million for the nine months ended September 30, 2024, compared to $127.4 million for the same period in 2023, a decrease of $20.9 million, or 16.4%. The decrease in revenue was principally driven by a decline in Australia.
◦On a constant currency basis, the Company’s revenue decreased $20.6 million, or 16.2%, due to a decrease in RPO revenue of $11.2 million, or 18.0%, coupled with a decrease in contracting revenue of $9.4 million, or 14.6%, compared to the same period in 2023.
•Adjusted net revenue was $52.5 million for the nine months ended September 30, 2024, compared to $63.7 million for the same period in 2023, a decrease of $11.2 million, or 17.5%.
◦On a constant currency basis, adjusted net revenue decreased $11.2 million, or 17.6%, due to a decrease in RPO adjusted net revenue of $10.9 million, or 17.9%, while contracting revenue decreased by $0.4 million, or 12.1%, compared to the same period in 2023.
•SG&A and Non-Op was $55.5 million for the nine months ended September 30, 2024, compared to $60.3 million for the same period in 2023, a decrease of $4.8 million, or 8.0%.
◦On a constant currency basis, SG&A and Non-Op decreased $4.8 million, or 8.0%, as compared to the same period in 2023. SG&A and Non-Op as a percentage of revenue was 52.1% for the nine months ended September 30, 2024, compared to 47.5% for the same period in 2023.
•EBITDA loss was $3.0 million for the nine months ended September 30, 2024, compared to EBITDA of $3.4 million for the same period in 2023, a decrease in EBITDA of $6.4 million. On a constant currency basis, EBITDA also decreased $6.4 million.
•Net loss was $4.2 million for the nine months ended September 30, 2024, compared to net income of $1.5 million for the same period in 2023, a decrease in net income of $5.7 million. On a constant currency basis, net income also decreased $5.7 million.
Constant Currency (Non-GAAP Financial Measure)
    The Company operates on a global basis, with the majority of its revenue generated outside of the U.S. Accordingly, fluctuations in foreign currency exchange rates can affect the Company’s results of operations. For the discussion of reportable segment results of operations, the Company uses constant currency information. Constant currency compares financial results between periods as if exchange rates had remained constant period-over-period. The Company defines the term “constant currency” to mean that financial data for a previously reported period is translated into U.S. dollars using the same foreign currency exchange rates that were used to translate financial data for the current period. Constant currency metrics should not be considered in isolation or as a substitute for reported results prepared in accordance with generally accepted accounting principles (“GAAP”) in the U.S. The Company’s management reviews and analyzes business results in constant currency and believes these results better represent the Company’s underlying business trends. Changes in foreign currency exchange rates generally impact only reported earnings.
    Changes in revenue, adjusted net revenue, SG&A and Non-Op, operating income (loss), net income (loss), and EBITDA (loss) include the effect of changes in foreign currency exchange rates. The tables below summarize the impact of foreign currency exchange adjustments on the Company’s operating results for the three and nine months ended September 30, 2024 and 2023.
- 29 -
 
 Three Months Ended
 September 30,		Nine Months Ended
September 30,
 2024202320242023
AsAsCurrencyConstantAsAsCurrencyConstant
$ in thousandsreportedreportedtranslationcurrencyreportedreportedtranslationcurrency
Revenue:        
Americas$7,578 $7,167 $(11)$7,156 $20,544 $25,008 $(17)$24,991 
Asia Pacific22,560 26,106 554 26,660 66,718 81,784 (755)81,029 
EMEA6,715 6,125 143 6,268 19,194 20,575 480 21,055 
Total$36,853 $39,398 $686 $40,084 $106,456 $127,367 $(292)$127,075 
Adjusted net revenue (a):
        
Americas$6,634 $6,854 $(6)$6,848 $18,783 $24,097 $(12)$24,085 
Asia Pacific7,847 8,694 168 8,862 22,020 26,734 (236)26,498 
EMEA4,122 3,822 92 3,914 11,745 12,886 306 13,192 
Total$18,603 $19,370 $254 $19,624 $52,548 $63,717 $58 $63,775 
SG&A and Non-Op (b):
      
Americas$6,311 $6,954 $(18)$6,936 $19,036 $25,204 $(54)$25,150 
Asia Pacific7,509 6,696 136 6,832 21,919 21,133 (206)20,927 
EMEA4,078 4,101 98 4,199 11,310 11,840 283 12,123 
Corporate988 372 — 372 3,243 2,135 — 2,135 
Total$18,886 $18,123 $216 $18,339 $55,508 $60,312 $23 $60,335 
Operating income (loss):      
Americas$224 $(197)$— $(197)$(676)$(1,377)$(3)$(1,380)
Asia Pacific466 2,228 50 2,278 411 6,338 (15)6,323 
EMEA116 150 8 158 607 1,496 36 1,532 
Corporate(1,263)(904)— (904)(4,026)(3,807)— (3,807)
Total$(457)$1,277 $58 $1,335 $(3,684)$2,650 $18 $2,668 
Net (loss) income, consolidated$(846)$533 $13 $546 $(4,185)$1,465 $14 $1,479 
EBITDA (loss) (c):
     
Americas$351 $20 $(1)$19 $(111)$(876)$(5)$(881)
Asia Pacific312 1,890 29 1,919 (65)5,455 (29)5,426 
EMEA42 (300)(4)(304)459 995 24 1,019 
Corporate(988)(363)— (363)(3,243)(2,169)— (2,169)
Total$(283)$1,247 $24 $1,271 $(2,960)$3,405 $(10)$3,395 
 
(a)Represents Revenue less the Direct contracting costs and reimbursed expenses caption on the Condensed Consolidated Statements of Operations.

(b)SG&A and Non-Op is a measure that management uses to evaluate the segments’ expenses, which include the following captions on the Condensed Consolidated Statements of Operations: Salaries and related, Office and general, Marketing and promotion, and Other expense, net. Corporate management service allocations are included in the segments’ other income (expense).

(c)See EBITDA reconciliation in the following section.
Use of EBITDA (Non-GAAP Financial Measure)
    Management believes EBITDA is a meaningful indicator of the Company’s performance that provides useful information to investors regarding the Company’s financial condition and results of operations. Management considers EBITDA to be the best indicator of operating performance and most comparable measure across the regions in which the Company operates. Management uses this measure to evaluate capital needs and working capital requirements. EBITDA should not be considered in isolation or as a substitute for operating income, or net income prepared in accordance with U.S. GAAP or as a measure of the Company’s profitability. EBITDA is derived from net income adjusted for the provision for (benefit from) income taxes, interest expense (income), and depreciation and amortization.
 
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    The reconciliation of EBITDA to the most directly comparable GAAP financial measure is provided in the table below:
 
Three Months EndedNine Months Ended
 September 30,September 30,
$ in thousands2024202320242023
Net (loss) income$(846)$533 $(4,185)$1,465 
Adjustments to Net (loss) income
Provision for income taxes298 430 463 1,148 
Interest income, net(93)(90)(280)(284)
Depreciation and amortization expense358 374 1,042 1,076 
   Total adjustments from net (loss) income to EBITDA563 714 1,225 1,940 
EBITDA (loss)$(283)$1,247 $(2,960)$3,405 
 
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Results of Operations
Americas (reported currency) 

Revenue - Americas
 
 Three Months Ended
 September 30,		Nine Months Ended
September 30,
 20242023Change in amountChange in %20242023Change in amountChange in %
$ in millions As reported As reported As reported As reported
Americas
Revenue$7.6 $7.2 $0.4 6 %$20.5 $25.0 $(4.5)(18)%
 
    For the three months ended September 30, 2024, contracting revenue increased by $1.5 million, or 714%, while RPO revenue decreased by $1.1 million, or 16%, compared to the same period in 2023. The increase in contracting revenue was driven by new client wins, while the decline in RPO revenue reflected lower demand from existing clients.

    For the nine months ended September 30, 2024, RPO revenue decreased by $5.7 million, or 24%, while contracting revenue increased by $1.3 million, or 162%, as compared to the same period in 2023. The changes in both RPO and contracting revenue were due to lower demand from existing clients.

Adjusted Net Revenue - Americas
Three Months Ended
 September 30,		Nine Months Ended
September 30,
20242023Change in amountChange in %20242023Change in amountChange in %
$ in millions As reported As reported As reported As reported
Americas
Adjusted net revenue$6.6 $6.9 $(0.2)(3)%$18.8 $24.1 $(5.3)(22)%
Adjusted net revenue as a percentage of revenue88 %96 %N/AN/A91 %96 %N/AN/A

For the three months ended September 30, 2024, RPO adjusted net revenue decreased by $0.5 million, or 8%, while contracting adjusted net revenue increased by $0.3 million, or 967%. The decrease in RPO adjusted net revenue was due to lower demand from existing clients, while the increase in contracting adjusted net revenue was due to new client wins. For the nine months ended September 30, 2024, RPO adjusted net revenue decreased by $5.6 million, or 23%, reflecting the lower demand from existing clients.

For the three months ended September 30, 2024 and 2023, total adjusted net revenue as a percentage of revenue was 88%, compared to 96% for the same period in 2023. The decrease in total adjusted net revenue as a percentage of revenue was attributed to the lower mix of RPO to contracting revenue.

    For the nine months ended September 30, 2024, total adjusted net revenue as a percentage of revenue was 91%, compared to 96% for the same period in 2023. The decrease in total adjusted net revenue as a percentage of revenue was due to the same factor noted above.
    
    
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SG&A and Non-Op -Americas
Three Months Ended
 September 30,		Nine Months Ended
September 30,
 20242023Change in amountChange in %20242023Change in amountChange in %
 $ in millions As reported As reported As reported As reported
Americas
SG&A and Non-Op$6.3 $7.0 $(0.6)(9)%$19.0 $25.2 $(6.2)(24)%
SG&A and Non-Op as a percentage of revenue83 %97 %N/AN/A93 %101 %N/AN/A

    For the three months ended September 30, 2024, SG&A and Non-Op decreased $0.6 million, or 9%, compared to the same period in 2023, while SG&A and Non-Op as a percentage of revenue decreased from 97% to 83%. The decrease in SG&A and No-Op was principally due to lower staff costs. The decrease in SG&A and Non-Op as a percentage of revenue was primarily due to the decline in staff costs as a percentage of adjusted net revenue.

For the nine months ended September 30, 2024, SG&A and Non-Op decreased $6.2 million, or 24%, compared to the same period in 2023, while SG&A and Non-Op as a percentage of revenue decreased from 101% to 93%. The decrease in SG&A and No-Op was principally due to lower staff costs and overhead costs. The decrease in SG&A and Non-Op as a percentage of revenue was primarily due to the decline in staff costs and overhead costs as a percentage of adjusted net revenue.
Operating (Loss) Income and EBITDA -Americas
Three Months Ended
 September 30,		Nine Months Ended
September 30,
 20242023Change in amountChange in %20242023Change in amountChange in %
$ in millions As reported As reported As reported As reported
Americas    
Operating income (loss) $0.2 $(0.2)$0.4 214 %$(0.7)$(1.4)$0.7 51 %
EBITDA (loss)$0.4 $— $0.3 N/M$(0.1)$(0.9)$0.8 87 %
EBITDA (loss) as a percentage of revenue5 %— %N/AN/A(1)%(4)%N/AN/A

For the three months ended September 30, 2024, operating income was $0.2 million, compared to operating loss of $0.2 million in 2023, and EBITDA was $0.4 million, compared to EBITDA of $0.0 million in 2023.

For the nine months ended September 30, 2024, operating loss was $0.7 million, compared to operating loss of $1.4 million in 2023, and EBITDA loss was $0.1 million, compared to EBITDA loss of $0.9 million in 2023.
The increases in operating income and EBITDA for the three and nine months ended September 30, 2024, were due to the same factors noted above.


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Asia Pacific (constant currency)
Revenue - Asia Pacific 
 Three Months Ended
 September 30,		Nine Months Ended
September 30,
 20242023Change in amountChange in %20242023Change in amountChange in %
$ in millionsAs
reported		Constant
currency		As
reported		Constant
currency
Asia Pacific
Revenue$22.6 $26.7 $(4.1)(15)%$66.7 $81.0 $(14.3)(18)%
     
For the three months ended September 30, 2024, contracting revenue decreased by $3.3 million, or 18%, while RPO revenue decreased $0.8 million, or 9%, compared to 2023, as discussed below.

    In Australia, revenue decreased $6.1 million, or 25%, for the three months ended September 30, 2024, compared to the same period in 2023. The decrease was primarily driven by contracting revenue which declined by $3.6 million, or 21% driven by reduced demand from existing clients. RPO revenue declined by $2.4 million, or 35%, compared to 2023, also due to lower demand from existing clients.

    In Asia, revenue increased $1.9 million, or 86%, for the three months ended September 30, 2024, compared to the same period in 2023. The increase in revenue was primarily driven by the acquisition of Hudson Global Resources (Singapore) Pte. Ltd. (“Singapore Acquisition”) (see Note 5 to the Condensed Consolidated Financial Statements in Part I, Item 1 of this Form 10-Q), which contributed 83 percentage points to the revenue growth.    

For the nine months ended September 30, 2024, contracting revenue decreased by $10.2 million, or 18%, while RPO revenue decreased by $4.1 million, or 17%, as discussed below.

    In Australia, revenue decreased $17.9 million, or 25%, for the nine months ended September 30, 2024, compared to the same period in 2023. The decrease was primarily in contracting revenue, which decreased by $10.4 million, or 20%, while RPO revenue decreased by $7.5 million, or 37%, compared to 2023. The decreases in contracting and recruitment revenue were primarily due to lower demand from existing clients.

    In Asia, revenue increased $3.8 million or 51%, for the nine months ended September 30, 2024, compared to 2023. The increase in revenue was primarily driven by the Singapore Acquisition, which contributed 57 percentage points to the revenue growth.    
    
Adjusted net revenue - Asia Pacific
 Three Months Ended
 September 30,		Nine Months Ended
September 30,
 20242023Change in amountChange in %20242023Change in amountChange in %
 $ in millionsAs
reported		Constant
currency		As
reported		Constant
currency
Asia Pacific
Adjusted net revenue$7.8 $8.9 $(1.0)(11)%$22.0 $26.5 $(4.5)(17)%
Adjusted net revenue as a percentage of revenue35 %33 %N/AN/A33 %33 %N/AN/A
 
For the three months ended September 30, 2024, RPO adjusted net revenue declined by $0.7 million, or 9%, while contracting adjusted net revenue decreased $0.3 million or 32%, compared to the same period in 2023.

    In Australia, adjusted net revenue decreased by $2.6 million, or 35%, for the three months ended September 30, 2024, compared to the same period in 2023. The decrease was primarily reflected in RPO adjusted net revenue, which declined $2.4 million, or 36%, while contracting adjusted net revenue decreased by $0.2 million, or 27% compared to 2023.

    In Asia, adjusted net revenue increased by $1.6 million, or 127%, for the three months ended September 30, 2024, compared to the same period in 2023. The increase in adjusted net revenue was primarily driven by the acquisition of Hudson
- 34 -
Global Resources (Singapore) Pte. Ltd. (“Singapore Acquisition”) (see Note 5 to the Condensed Consolidated Financial Statements in Part I, Item 1 of this Form 10-Q), which contributed 125 percentage points to the adjusted net revenue growth.    
    
Total adjusted net revenue as a percentage of revenue was 35% for the three months ended September 30, 2024, compared to 33% for the same period in 2023. The increase in total adjusted net revenue as a percentage of revenue was attributed to a greater mix of higher margin RPO revenue to contracting revenue.

For the nine months ended September 30, 2024, RPO adjusted net revenue decreased by $3.7 million, or 16%, while contracting adjusted net revenue decreased by $0.7 million or by 28%, compared to the same period in 2023.

    In Australia, adjusted net revenue decreased by $7.7 million, or 35%, for the nine months ended September 30, 2024, compared to the same period in 2023. The decrease was primarily reflected in RPO adjusted net revenue, which declined by $7.1 million, or 36%, while contracting adjusted net revenue decreased by $0.6 million, or 25%, compared to 2023.

    In Asia, adjusted net revenue increased by $3.2 million, or 72%, for the nine months ended September 30, 2024, compared to the same period in 2023. The increase in adjusted net revenue was primarily driven by the Singapore Acquisition, which contributed 80 percentage points to the revenue growth.    

Total adjusted net revenue as a percentage of revenue was 33% for each of the nine months ended September 30, 2024 and 2023.

SG&A and Non-Op - Asia Pacific
Three Months Ended
 September 30,		Nine Months Ended
September 30,
 20242023Change in amountChange in %20242023Change in amountChange in %
$ in millionsAs
reported		Constant
currency		As
reported		Constant
currency
Asia Pacific
SG&A and Non-Op$7.5 $6.8 $0.7 10 %$21.9 $20.9 $1.0 5 %
SG&A and Non-Op as a percentage of revenue33 %26 %N/AN/A33 %26 %N/AN/A

For the three and nine months ended September 30, 2024, SG&A and Non-Op increased $0.7 million, or 10%, and $1.0 million, or 5%, respectively, compared to the same periods in 2023. The increase in SG&A and Non-Op was primarily due to the Singapore Acquisition.

For each of the three and nine months ended September 30, 2024, SG&A and Non-Op as a percentage of revenue was 33%, as compared to 26% for the same periods in 2023. For the three and nine months ended September 30, 2024, the increase in SG&A and Non-Op as a percentage of revenue was principally due to the Singapore Acquisition.
    
Operating Income and EBITDA - Asia Pacific
Three Months Ended
 September 30,		Nine Months Ended
September 30,
 20242023Change in amountChange in %20242023Change in amountChange in %
$ in millionsAs
reported		Constant
currency		As
reported		Constant
currency
Asia Pacific
Operating income$0.5 $2.3 $(1.8)(79)%$0.4 $6.3 $(5.9)(93)%
EBITDA (loss)$0.3 $1.9 $(1.6)(84)%$(0.1)$5.4 $(5.5)(101)%
EBITDA (loss) as a percentage of revenue1 %7 %N/AN/A— %7 %N/AN/A

For the three months ended September 30, 2024, operating income was $0.5 million, compared to operating income of $2.3 million in 2023, and EBITDA was $0.3 million, or 1% of revenue, compared to EBITDA of $1.9 million, or 7% of revenue, in 2023. The decreases in operating income and EBITDA were principally due to the decline in adjusted net revenue, as described above.
- 35 -

For the nine months ended September 30, 2024, operating income was $0.4 million, compared to operating income of $6.3 million in 2023, and EBITDA loss was $0.1 million, or 0% of revenue, compared to EBITDA of $5.4 million, or 7% of revenue, in 2023. The decreases in operating income and EBITDA were principally due to the decline in adjusted net revenue, as described above.
Europe, Middle East, and Africa ("EMEA") (constant currency)
Revenue - EMEA
Three Months Ended
 September 30,		Nine Months Ended
September 30,
 20242023Change in amountChange in %20242023Change in amountChange in %
$ in millionsAs
reported		Constant
currency		As
reported		Constant
currency
EMEA      
Revenue$6.7 $6.3 $0.4 7 %$19.2 $21.1 $(1.9)(9)%
  
    For the three months ended September 30, 2024, RPO revenue increased by $0.3 million or 7%, while contracting revenue increased by $0.2 million or 7%, compared to the same period in 2023, as further discussed below.

    In the U.K., for the three months ended September 30, 2024, revenue decreased slightly, or 1%. The change was driven by a decrease in RPO revenue of $0.2 million, or 5%, due to lower demand from existing clients, which was mainly offset by an increase in contracting revenue of $0.2 million, or 7%, compared to the same period in 2023.

    In Continental Europe, total revenue was $0.7 million for the three months ended September 30, 2024, an increase of $0.3 million, or 103% compared to 2023. The increase was primarily due to new client wins.

In the Middle East, total revenue and RPO revenue was $0.1 million for the three months ended September 30, 2024.

For the nine months ended September 30, 2024, RPO revenue decreased by $1.4 million, or 10%, while contracting revenue decreased by $0.5 million, or 7%, compared to the same period in 2023.

    In the U.K., for the nine months ended September 30, 2024 revenue decreased by $2.7 million, or 13%, compared to the same period in 2023. The decrease was driven by RPO revenue, which declined $2.2 million, or 18%, while contracting revenue decreased by $0.5 million, or 7%.

    In Continental Europe, total revenue was $1.7 million for the nine months ended September 30, 2024, an increase of $0.7 million, or 61%, compared to the same period in 2023. The increase was primarily due to new client wins.

In the Middle East, total revenue and RPO revenue was $0.1 million for the nine months ended September 30, 2024.
Adjusted Net Revenue - EMEA
 Three Months Ended
 September 30,		Nine Months Ended
September 30,
20242023Change in amountChange in %20242023Change in amountChange in %
$ in millionsAs
reported		Constant
currency		As
reported		Constant
currency
EMEA      
Adjusted net revenue$4.1 $3.9 $0.2 5 %$11.7 $13.2 $(1.4)(11)%
Adjusted net revenue as a percentage of revenue61 %62 %N/AN/A61 %63 %N/AN/A


For the three months ended September 30, 2024, adjusted net revenue increased by $0.2 million, or 5%, primarily driven by an increase in RPO adjusted net revenue of $0.2 million, or 4%, while contracting adjusted net revenue increased slightly, or 63%, compared to the same period in 2023, as further discussed below.

- 36 -
    In the U.K., total adjusted net revenue for the three months ended September 30, 2024 decreased by $0.3 million, or 8%, compared to 2023. The decrease was driven by RPO adjusted net revenue, which declined by $0.3 million, or 9%, compared to 2023.

    In Continental Europe, total adjusted net revenue was $0.6 million for the three months ended September 30, 2024, an increase of $0.3 million, or 112% compared to 2023. The increase was primarily due to new client wins.

In the Middle East, total adjusted net revenue and RPO adjusted net revenue was $0.1 million for the three months ended September 30, 2024.

For the nine months ended September 30, 2024, adjusted net revenue decreased by $1.4 million, or 11%, driven by a decrease in RPO revenue, which declined $1.5 million, or 12%, compared to the same period in 2023.

    In the U.K., total adjusted net revenue for the nine months ended September 30, 2024 decreased by $2.3 million, or 18%, compared to the same period in 2023, driven by a decrease in RPO adjusted net revenue of $2.3 million, or 20%.

    In Continental Europe, for the nine months ended September 30, 2024, total adjusted net revenue increased by $0.7 million, or 65%, compared to the same period in 2023, due to new client wins.

In the Middle East, total adjusted net revenue and RPO adjusted net revenue was $0.1 million for the nine months ended September 30, 2024.

SG&A and Non-Op - EMEA
Three Months Ended
 September 30,		Nine Months Ended
September 30,
 20242023Change in amountChange in %20242023Change in amountChange in %
$ in millionsAs
reported		Constant
currency		As
reported		Constant
currency
EMEA      
SG&A and Non-Op$4.1 $4.2 $(0.1)(3)%$11.3 $12.1 $(0.8)(7)%
SG&A and Non-Op as a percentage of revenue61 %67 %N/AN/A59 %58 %N/AN/A
  
For the three months ended September 30, 2024, SG&A and Non-Op decreased $0.1 million, or 3%, compared to the same period in 2023. The decrease in SG&A and Non-Op was primarily the result of lower consultant staff costs in the current year.

For the nine months ended September 30, 2024, SG&A and Non-Op decreased $0.8 million, or 7%, compared to the same period in 2023. The decrease in SG&A and Non-Op was primarily the result of lower consultant staff costs in the current year.

For the three months ended September 30, 2024, SG&A and Non-Op as a percentage of revenue was 61%, compared to 67%, respectively, in 2023. The decrease in SG&A and Non-Op as a percentage of revenue was primarily due to the revenue increase.

For the nine months ended September 30, 2024, SG&A and Non-Op as a percentage of revenue was 59%, compared to 58%, in 2023. The increase in SG&A and Non-Op as a percentage of revenue was primarily due to the revenue decline outpacing the decrease in SG&A and Non-op.

- 37 -
Operating Income and EBITDA - EMEA
Three Months Ended
 September 30,		Nine Months Ended
September 30,
 20242023Change in amountChange in %20242023Change in amountChange in %
$ in millionsAs
reported		Constant
currency		As
reported		Constant
currency
EMEA      
Operating income$0.1 $0.2 $— (26)%$0.6 $1.5 $(0.9)(60)%
EBITDA (loss)$— $(0.3)$0.3 114 %$0.5 $1.0 $(0.6)(55)%
EBITDA (loss) as a percentage of revenue1 %(5)%N/AN/A2 %5 %N/AN/A
    
    For the three months ended September 30, 2024, operating income was $0.1 million, compared to operating income of $0.2 million for the same period in 2023, and EBITDA was up slightly, or 1% of revenue, compared to EBITDA loss of $0.3 million, or 5% of revenue, for the same period in 2023.

For the nine months ended September 30, 2024, operating income was $0.6 million, compared to operating income of $1.5 million for the same period in 2023, and EBITDA was $0.5 million, or 2% of revenue, compared to EBITDA of $1.0 million, or 5% of revenue, for the same period in 2023.
    
The following are discussed in reported currency

Corporate Expenses, Net of Corporate Management Expense Allocations
 
    Corporate expenses were $1.0 million for the three months ended September 30, 2024 as compared to $0.4 million for the same period in 2023, representing an increase of $0.6 million. The increase in corporate expenses was primarily due to higher stock-based compensation expenses and staff costs, as well as lower corporate allocations.

    For the nine months ended September 30, 2024, corporate expenses were $3.2 million compared to $2.2 million for the same period in 2023, an increase of $1.1 million. The increase was primarily due to lower corporate allocations, partially offset by lower travel and entertainment expenses.

Depreciation and Amortization Expense

    Depreciation and amortization expense was $0.4 million and $1.0 million for the three and nine months ended September 30, 2024, compared to $0.4 million and $1.1 million for the same periods in 2023, respectively.

Other Income (expense), Net

Other expense was $0.2 million and $0.3 million for the three and nine months ended September 30, 2024, respectively, as compared to other expense of $0.4 million and $0.3 million for the same periods in 2023. The lower net expense for the three months ended September 30, 2024 was primarily due to one-time client administrative costs of $0.3 million in the prior year.
    
Provision for Income Taxes

    The provision for income taxes for the nine months ended September 30, 2024 was $0.5 million on $3.7 million of pre-tax income, compared to a provision for income tax of $1.1 million on $2.6 million of pre-tax income for the same period in 2023. The effective tax rates for the nine months ended September 30, 2024 and 2023 were negative 12% and positive 44%, respectively. For the nine months ended September 30, 2024, the effective tax rates differed from the U.S. Federal statutory rate of 21% primarily due to pretax losses for which no tax benefit can be recognized, foreign tax rate differences, and non-deductible expenses. For the nine months ended September 30, 2023, the effective tax rates differed from the U.S. Federal statutory rate of 21% primarily due to a discrete tax benefit recognized following the lapse of certain statutes of limitations related to Spain, recognition of a portion of a deferred tax asset in Canada, state income taxes, changes in valuation allowances in the U.S. and certain foreign jurisdictions which reduces or eliminates the effective tax rate on current year profits or losses, foreign tax rate differences, taxes on repatriations or deemed repatriation of foreign profits, and non-deductible expenses.
- 38 -

Net Income (Loss)

    Net loss was $0.8 million for the three months ended September 30, 2024, compared to net income of $0.5 million for the three months ended September 30, 2023, a decrease in net income of $1.4 million. Basic and diluted loss per share were both $0.28 for the three months ended September 30, 2024, compared to basic and diluted earnings per share of $0.17 for the same period in 2023.

Net loss was $4.2 million for the nine months ended September 30, 2024, compared to net income of $1.5 million for the same period in 2023, a decrease in net income of $5.7 million. Basic and diluted loss per share were $1.39 for the nine months ended September 30, 2024, compared to basic and diluted earnings per share of $0.48 and $0.47, respectively, for the same period in 2023.
    
Liquidity and Capital Resources 

    As of September 30, 2024, cash and cash equivalents and restricted cash totaled $16.5 million, compared to $23.2 million as of December 31, 2023. The following table summarizes the Company’s cash flow activities for the nine months ended September 30, 2024 and 2023:
For the Nine Months Ended September 30,
$ in millions20242023
Net cash used in operating activities$(4.8)$(3.0)
Net cash provided by (used in) investing activities1.1 (0.1)
Net cash used in financing activities(3.0)(2.2)
Effect of exchange rates on cash, cash equivalents, and restricted cash0.1 (0.2)
Net decrease in cash, cash equivalents, and restricted cash$(6.7)$(5.5)
 
Cash Flows from Operating Activities

    For the nine months ended September 30, 2024, net cash used in operating activities was $4.8 million, compared to $3.0 million of net cash used in operating activities for the same period in 2023, resulting in a $1.8 million increase in net cash used. The increase in net cash used was principally driven by the Company’s lower net income in 2024, partially offset by more favorable working capital comparisons to the prior year.

Cash Flows from Investing Activities

    For the nine months ended September 30, 2024, net cash provided by investing activities was $1.1 million compared to $0.1 million of net cash used in investing activities in 2023. Net cash provided by investing activities in 2024 reflects cash received from benefit payouts of $1.1 million.

Cash Flows from Financing Activities

    For the nine months ended September 30, 2024, net cash used in financing activities was $3.0 million, compared to net cash used in financing activities of $2.2 million in 2023. The increase in net cash used was attributed to repurchases of shares of common stock of $2.8 million in 2024, including cash paid for tax withholdings, compared to the previous year.

- 39 -
Invoice Finance Credit Facility

    On April 8, 2019, the Company’s Australian subsidiary (“Australian Borrower”) entered into an invoice finance credit facility agreement (the “NAB Facility Agreement”) with National Australia Bank Limited (“NAB”). The NAB Facility Agreement provides the Australian Borrower with the ability to borrow funds based on a percentage of eligible trade receivables up to a maximum of $4 million Australian dollars. No receivables have terms greater than 90 days, and any risk of loss is retained by the Australian Borrower. The interest rate is calculated as the variable receivable finance indicator rate, plus a margin of 1.60% per annum. Borrowings under this facility are secured by substantially all of the assets of the Australian Borrower. The NAB Facility Agreement does not have a stated maturity date and can be terminated by either the Australian Borrower or NAB upon 90 days written notice. As of September 30, 2024, there were no amounts outstanding under the NAB Facility Agreement. Interest expense and fees incurred on the NAB Facility Agreement were $4 and $13 for the three and nine months ended September 30, 2024, respectively, and $4 and $13 for the three and nine months ended September 30, 2023, respectively. The Australian Borrower was in compliance with all financial covenants under the NAB Facility Agreement as of September 30, 2024.

On May 25, 2022, Hudson Global Resources (Singapore) Pte. Ltd. (“Singapore Borrower”), which the Company acquired on October 31, 2023 (see Note 5 to the Consolidated Financial Statements in Item 8), and the Hong Kong and Shanghai Banking Corporation Limited (“HSBC”), entered into an invoice finance credit facility agreement (the “HSBC Facility Agreement”). The HSBC Facility Agreement allows the Singapore Borrower to borrow funds up to a maximum of 1 million Singapore dollars, based on a percentage of eligible trade receivables. All receivables have a term of no more than 60 days, and any risk of loss is borne by the Singapore Borrower. The interest rate is calculated as the bank’s external cost of capital, plus a margin of 3.5% per annum. The Company ended the HSBC Facility Agreement in May 2024. Interest expense and fees incurred on the HSBC Facility Agreement were $6 for the nine months ended September 30, 2024.

Liquidity and Capital Resources Outlook

    As of September 30, 2024, the Company had cash and cash equivalents on hand of $15.8 million. The Company also has the capability to borrow an additional 4 million Australian dollars under the NAB Facility Agreement. Other than as described above, the Company has no financial guarantees, outstanding debt or other lease agreements or arrangements that could trigger a requirement for an early payment or that could change the value of our assets. The Company believes that it has sufficient liquidity to satisfy its needs through at least the next 12 months, based on the Company’s financial position as of September 30, 2024. The Company’s near-term cash requirements during 2024 are primarily related to the funding of the Company’s operations. For the full year 2024, the Company expects to make capital expenditures of less than $0.5 million.
    As of September 30, 2024, $7.1 million of the Company’s cash and cash equivalents noted above were held in the U.S. and the remainder were held outside the U.S., primarily in Australia ($3.6 million), Philippines ($0.9 million), Singapore ($0.7 million), Belgium ($0.7 million), the U.K. ($0.7 million), Hong Kong ($0.7 million), and India ($0.5 million). The majority of the Company’s offshore cash is available to it as a source of funds, net of any tax obligations or assessments.

Off-Balance Sheet Arrangements
    The Company does not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.

Contingencies
    From time to time in the ordinary course of business, the Company is subject to compliance audits by U.S. federal, state, local, and foreign government regulatory, tax, and other authorities relating to a variety of regulations, including wage and hour laws, unemployment taxes, workers' compensation, immigration, and income, value-added, and sales taxes. The Company is also subject to, from time to time in the ordinary course of business, various claims, lawsuits, and other complaints from, for example, clients, candidates, suppliers, landlords for both leased and subleased properties, former and current employees, and regulators or tax authorities. Periodic events and management actions such as business reorganization initiatives can change the number and types of audits, claims, lawsuits, contract disputes, or complaints asserted against the Company. Such events can also change the likelihood of assertion and the behavior of third parties to reach resolution regarding such matters.
    The economic conditions in the recent past have given rise to many news reports and bulletins from clients, tax authorities, and other parties about changes in their procedures for audits, payment, plans to challenge existing contracts, and other such matters aimed at being more aggressive in the resolution of such matters in their own favor. The Company believes
- 40 -
that it has appropriate procedures in place for identifying and communicating any matters of this type, whether asserted or likely to be asserted, and it evaluates its liabilities in light of the prevailing circumstances. Changes in the behavior of third parties could cause the Company to change its view of the likelihood of a claim and what might constitute a trend. Employment laws vary in the markets in which we operate, and in some cases, employees and former employees have extended periods during which they may bring claims against the Company.
    For matters that reach the threshold of probable and estimable, the Company establishes reserves for legal, regulatory, and other contingent liabilities. The Company did not have any reserves as of September 30, 2024 and December 31, 2023. Although the outcome of these matters cannot be determined, the Company believes that none of the currently pending matters, individually or in the aggregate, will have a material adverse effect on the Company’s financial condition, results of operations or liquidity.

Recent Accounting Pronouncements
    See Note 3 to the Condensed Consolidated Financial Statements in Part I, Item 1 of this Form 10-Q for a full description of relevant accounting pronouncements, including the respective expected dates of adoption.
Critical Accounting Estimates
    See “Critical Accounting Estimates” under Item 7 of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023 filed with the SEC on March 14, 2024 and incorporated by reference herein. There were no changes to the Company’s critical accounting policies or estimates during the nine months ended September 30, 2024.
    
FORWARD-LOOKING STATEMENTS
    This Form 10-Q contains statements that the Company believes to be “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact included in this Form 10-Q, including statements regarding the Company’s future financial condition, results of operations, business operations and business prospects, are forward-looking statements. Words such as “anticipate,” “estimate,” “expect,” “project,” “intend,” “plan,” “predict,” “believe,” and similar words, expressions, and variations of these words and expressions are intended to identify forward-looking statements. All forward-looking statements are subject to important factors, risks, uncertainties, and assumptions, including industry and economic conditions that could cause actual results to differ materially from those described in the forward-looking statements. Such factors, risks, uncertainties, and assumptions include, but are not limited to, (1) global economic fluctuations, (2) the Company’s ability to successfully achieve its strategic initiatives, (3) risks related to potential acquisitions or dispositions of businesses by the Company, (4) the Company’s ability to operate successfully as a company focused on its RPO business, (5) risks related to fluctuations in the Company’s operating results from quarter to quarter due to various factors such as rising inflationary pressures and interest rates, (6) the loss of or material reduction in our business with any of the Company’s largest customers, (7) the ability of clients to terminate their relationship with the Company at any time, (8) competition in the Company’s markets, (9) the negative cash flows and operating losses that may recur in the future, (10) risks relating to how future credit facilities may affect or restrict our operating flexibility, (11) risks associated with the Company’s investment strategy, (12) risks related to international operations, including foreign currency fluctuations, political events, natural disasters or health crises, including the Russia-Ukraine war, the Hamas-Israel war, and potential conflict in the Middle East, (13) the Company’s dependence on key management personnel, (14) the Company’s ability to attract and retain highly skilled professionals, management, and advisors, (15) the Company’s ability to collect accounts receivable, (16) the Company’s ability to maintain costs at an acceptable level, (17) the Company’s heavy reliance on information systems and the impact of potentially losing or failing to develop technology, (18) risks related to providing uninterrupted service to clients, (19) the Company’s exposure to employment-related claims from clients, employers and regulatory authorities, current and former employees in connection with the Company’s business reorganization initiatives, and limits on related insurance coverage, (20) the Company’s ability to utilize net operating loss carryforwards, (21) volatility of the Company’s stock price, (22) the impact of government regulations, (23) restrictions imposed by blocking arrangements, (24) risks related to the use of new and evolving technologies, (25) the adverse impacts of cybersecurity threats and attacks and (26) those risks set forth in “Risk Factors in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023.” The foregoing list should not be construed to be exhaustive. Actual results could differ materially from the forward-looking statements contained in this Form 10-Q. In view of these uncertainties, you should not place undue reliance on any forward-looking statements, which are based on our current expectations. These forward-looking statements speak only as of the date of this Form 10-Q. The Company assumes no obligation, and expressly disclaims any obligation, to update any forward-looking statements, whether as a result of new information, future events or otherwise.
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ITEM 3.    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

    The Company is a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and is not required to provide the information required under this Item.


ITEM 4.    CONTROLS AND PROCEDURES
Disclosure Controls and Procedures 
    The Company’s management, with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, has conducted an evaluation of the design and operation of the Company’s disclosure controls and procedures, as such term is defined under Rule 13a-15(e) of the Securities Exchange Act of 1934, as amended. Based on this evaluation, the Company’s Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were effective as of September 30, 2024. However, such controls and procedures are designed only to provide reasonable assurance. There is no complete assurance that these controls and procedures will operate effectively under all circumstances.
Changes in Internal Control Over Financial Reporting 
There were no changes in the Company’s internal control over financial reporting that occurred during the nine months ended September 30, 2024 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.    

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PART II - OTHER INFORMATION

ITEM 1.    LEGAL PROCEEDINGS
    The Company is subject, from time to time, to various legal proceedings that are incidental to the conduct of its business. The Company is not involved in any pending legal proceeding that it believes would reasonably be expected to have a material adverse effect on its financial condition or results of operations.

ITEM 1A.    RISK FACTORS

    In evaluating us and our common stock, we urge you to carefully consider the risks and other information in this Quarterly Report on Form 10-Q, the Risk Factors disclosed in Item 1A. of Part I of our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, as well as additional risks and uncertainties not currently known to us or that we currently deem immaterial, that could materially and adversely affect our results of operations or financial condition.

ITEM 2.    UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Repurchases of Shares

    The following table summarizes purchases of common stock by the Company during the quarter ended September 30, 2024.
 
Period Total Number
 of Shares 
Purchased 		 Average Price Paid per Share Total Number of
Shares 
Purchased as
Part of Publicly
Announced 
Plans
or Programs
Approximate Dollar 
Value of Shares
that May Yet Be
Purchased Under
the Plans or Programs (a)
July 1, 2024 - July 31, 2024— $— — $2,495,145 
August 1, 2024 - August 31, 20245,164 $18.09 5,164 $2,401,734 
September 1, 2024 - September 30, 202417,482 $16.19 17,482 $2,118,651 
Total22,646 $16.63 22,646 
 
(a)On July 30, 2015, the Company announced that its Board authorized the repurchase of up to $10 million of the Company’s common stock. On August 8, 2023, the Company’s Board of Directors authorized a new stock repurchase program for up to $5 million of the Company’s outstanding shares of common stock. This authorization does not expire. The Company has repurchased shares from time to time as market conditions warrant.

Under the new stock repurchase program, the Company intends to repurchase shares through open market purchases, privately negotiated transactions, block purchases, or otherwise in accordance with applicable federal securities laws, including Rule 10b-18 of the Securities Exchange Act of 1934 (the “Exchange Act”). Further details can be found in Note 13 to the Condensed Consolidated Financial Statements in Item 1 included in Part I of this Form 10-Q.

During the nine months ended September 30, 2024, the Company repurchased a total of 154,084 shares of its common stock for a cost of $2.5 million under this authorization. Of these shares, 44,250 shares were repurchased on January 29, 2024 in connection with a transaction with a certain shareholder totaling $0.7 million that excludes tax withholdings. The Company also repurchased 69,567 shares during the second quarter in connection with transactions with certain shareholders totaling $1.2 million, as well as 40,267 shares of its common stock on the open market for a cost of $0.7 million. For the nine months ended September 30, 2023, the Company repurchased 36,842 shares of its common stock on the open market for $0.8 million. As of September 30, 2024, under the July 30, 2015 and August 8, 2023 authorizations combined, the Company had repurchased an aggregate of 667,496 shares for a total cost of $12.9 million, completing the July 30, 2015 authorization and leaving $2.1 million available for purchase under the August 8, 2023 authorization.
    

ITEM 3.    DEFAULTS UPON SENIOR SECURITIES
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    None.
 
ITEM 4.    MINE SAFETY DISCLOSURES
    Not applicable.


ITEM 6.    EXHIBITS

HUDSON GLOBAL, INC.
FORM 10-Q
EXHIBIT INDEX

The exhibits to this Form 10-Q are listed in the following Exhibit Index:
Exhibit No.Description
31.1*
31.2*
32.1**
32.2**
101*
The following materials from Hudson Global, Inc.’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2024 are filed herewith, formatted in iXBRL (Inline Extensible Business Reporting Language): (i) the Condensed Consolidated Statements of Operations for the three months and nine months ended September 30, 2024 and 2023, (ii) the Condensed Consolidated Statements of Other Comprehensive Income (Loss) for the three months and nine months ended September 30, 2024 and 2023, (iii) the Condensed Consolidated Balance Sheets as of September 30, 2024 and December 31, 2023, (iv) the Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2024 and 2023, (v) the Condensed Consolidated Statements of Stockholders’ Equity for the three months and nine months ended September 30, 2024 and 2023, and (vi) Notes to Condensed Consolidated Financial Statements.
104*
The cover page from the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2024, formatted in iXBRL and contained in Exhibit 101.
 

*Filed herewith.

** Furnished, not filed.

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SIGNATURES
    Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 
 HUDSON GLOBAL, INC.
 (Registrant)
   
Dated:November 12, 2024By:/s/ JEFFREY E. EBERWEIN
  Jeffrey E. Eberwein
  Chief Executive Officer
  (Principal Executive Officer)
 
Dated:November 12, 2024By:/s/ MATTHEW K. DIAMOND
 Matthew K. Diamond
 Chief Financial Officer
 (Principal Financial Officer)
 

- 45 -

Exhibit 31.1
 
CERTIFICATIONS
 
I, Jeffrey E. Eberwein, certify that:

1.I have reviewed this quarterly report on Form 10-Q of Hudson Global, Inc.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5.The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent function):
(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
 
Dated:November 12, 2024/s/ JEFFREY E. EBERWEIN
 Jeffrey E. Eberwein
 Chief Executive Officer
 



Exhibit 31.2
 
CERTIFICATIONS
 
I, Matthew K. Diamond, certify that:

1.I have reviewed this quarterly report on Form 10-Q of Hudson Global, Inc.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5.The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent function):
(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

 
Dated:November 12, 2024/s/ MATTHEW K. DIAMOND
 Matthew K. Diamond
 Chief Financial Officer
 



Exhibit 32.1
 
Written Statement of the Chief Executive Officer
Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002
 
Solely for the purposes of complying with 18 U.S.C. Section 1350, I, the undersigned Chief Executive Officer of Hudson Global, Inc. (the “Company”), hereby certify, based on my knowledge, that the Quarterly Report on Form 10-Q of the Company for the quarter ended September 30, 2024 (the "Report") fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934 and that information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
 
/s/ JEFFREY E. EBERWEIN 
Jeffrey E. Eberwein 
November 12, 2024 



Exhibit 32.2
 
Written Statement of the Principal Financial Officer
Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002
 
Solely for the purposes of complying with 18 U.S.C. Section 1350, I, the undersigned Principal Financial Officer of Hudson Global, Inc. (the "Company"), hereby certify, based on my knowledge, that the Quarterly Report on Form 10-Q of the Company for the quarter ended September 30, 2024 (the "Report") fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934 and that information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
 
/s/ MATTHEW K. DIAMOND 
Matthew K. Diamond 
November 12, 2024 

 


v3.24.3
Cover - shares
 9 Months Ended
Sep. 30, 2024
Oct. 25, 2024
Document Type 10-Q  
Document Quarterly Report true  
Document Period End Date Sep. 30, 2024  
Document Transition Report false  
Entity File Number 001-38704  
Entity Registrant Name HUDSON GLOBAL, INC.  
Entity Incorporation, State or Country Code DE  
Entity Tax Identification Number 59-3547281  
Entity Address, Address Line One 53 Forest Avenue  
Entity Address, Address Line Two Suite 102  
Entity Address, City or Town Old Greenwich  
Entity Address, State or Province CT  
Entity Address, Postal Zip Code 06870  
City Area Code 475  
Local Phone Number 988-2068  
Entity Current Reporting Status Yes  
Entity Interactive Data Current Yes  
Entity Filer Category Non-accelerated Filer  
Entity Small Business true  
Entity Emerging Growth Company false  
Entity Shell Company false  
Entity Common Stock, Shares Outstanding   2,731,185
Entity Central Index Key 0001210708  
Current Fiscal Year End Date --12-31  
Amendment Flag false  
Document Fiscal Year Focus 2024  
Document Fiscal Period Focus Q3  
Common Stock | The NASDAQ Stock Market LLC    
Title of 12(b) Security Common Stock, $0.001 par value  
Trading Symbol HSON  
Security Exchange Name NASDAQ  
Preferred Share Purchase Rights | The NASDAQ Stock Market LLC    
Title of 12(b) Security Preferred Share Purchase Rights  
Security Exchange Name NASDAQ  
No Trading Symbol Flag true  
v3.24.3
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($)
shares in Thousands, $ in Thousands
 3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Income Statement [Abstract]        
Revenue $ 36,853 $ 39,398 $ 106,456 $ 127,367
Operating expenses:        
Direct contracting costs and reimbursed expenses 18,250 20,028 53,908 63,650
Salaries and related 14,908 14,335 44,399 49,206
Office and general 2,823 2,503 8,164 7,991
Marketing and promotion 971 881 2,627 2,794
Depreciation and amortization 358 374 1,042 1,076
Total operating expenses 37,310 38,121 110,140 124,717
Operating (loss) income (457) 1,277 (3,684) 2,650
Non-operating income (expense):        
Interest income, net 93 90 280 284
Other (expense) income, net (184) (404) (318) (321)
(Loss) income before income taxes (548) 963 (3,722) 2,613
Provision for income taxes 298 430 463 1,148
Net (loss) income $ (846) $ 533 $ (4,185) $ 1,465
(Loss) earnings per share:        
Basic (in dollars per share) $ (0.28) $ 0.17 $ (1.39) $ 0.48
Diluted (in dollars per share) $ (0.28) $ 0.17 $ (1.39) $ 0.47
Weighted-average shares outstanding:        
Basic (in shares) 2,975 3,068 3,009 3,062
Diluted (in shares) 2,975 3,141 3,009 3,134
v3.24.3
CONDENSED CONSOLIDATED STATEMENT OF OTHER COMPREHENSIVE LOSS - USD ($)
$ in Thousands
 3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Statement of Comprehensive Income [Abstract]        
Net (loss) income $ (846) $ 533 $ (4,185) $ 1,465
Other comprehensive income (loss):        
Foreign currency translation adjustment, net of income taxes 1,124 (498) 606 (561)
Total other comprehensive income (loss), net of income taxes 1,124 (498) 606 (561)
Comprehensive (loss) income $ 278 $ 35 $ (3,579) $ 904
v3.24.3
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($)
$ in Thousands
Sep. 30, 2024
Dec. 31, 2023
Current assets:    
Cash and cash equivalents $ 15,835 $ 22,611
Accounts receivable, less allowance for expected credit losses of $372 and $378, respectively 24,475 19,710
Restricted cash, current 457 354
Prepaid and other 2,254 3,172
Total current assets 43,021 45,847
Property and equipment, net of accumulated depreciation of $1,750 and $1,564, respectively 301 421
Operating lease right-of-use assets 1,272 1,431
Deferred tax assets, net 3,634 3,360
Restricted cash, non-current 201 205
Goodwill 5,771 5,749
Intangible assets, net of accumulated amortization of $3,646 and $2,771, respectively 2,759 3,628
Other assets 195 317
Total assets 57,154 60,958
Current liabilities:    
Accounts payable 1,166 868
Accrued salaries, commissions, and benefits 5,461 4,939
Accrued expenses and other current liabilities 5,757 4,635
Operating lease obligations, current 757 768
Total current liabilities 13,141 11,210
Income tax payable 91 87
Operating lease obligations 543 664
Other liabilities 439 443
Total liabilities 14,214 12,404
Commitments and contingencies
Stockholders’ equity:    
Preferred stock, $0.001 par value, 10,000 shares authorized; none issued or outstanding 0 0
Common stock, $0.001 par value, 20,000 shares authorized; 4,006 and 3,896 shares issued; 2,731 and 2,807 shares outstanding, respectively 4 4
Additional paid-in capital 493,981 493,036
Accumulated deficit (429,432) (425,247)
Accumulated other comprehensive loss, net of applicable tax (684) (1,290)
Treasury stock, 1,275 and 1,089 shares, respectively, at cost (20,929) (17,949)
Total stockholders’ equity 42,940 48,554
Total liabilities and stockholders’ equity $ 57,154 $ 60,958
v3.24.3
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($)
$ in Thousands
Sep. 30, 2024
Dec. 31, 2023
Statement of Financial Position [Abstract]    
Accounts receivable, allowance for doubtful accounts $ 372 $ 378
Less: acccumulated depreciation and amortization 1,750 1,564
Finite-lived intangible assets, accumulated amortization $ 3,646 $ 2,771
Preferred stock, par value (dollars per share) $ 0.001 $ 0.001
Preferred stock, shares authorized (in shares) 10,000,000 10,000,000
Preferred stock, issued (in shares) 0 0
Preferred stock, outstanding (in shares) 0 0
Common stock, par value (dollars per share) $ 0.001 $ 0.001
Common stock, shares authorized (in shares) 20,000,000 20,000,000
Common stock, issued (in shares) 4,006,000 3,896,000
Common stock, shares, outstanding (in shares) 2,807,000 2,731,000
Treasury stock (in shares) 1,275,000 1,089,000
v3.24.3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)
$ in Thousands
 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Cash flows from operating activities:    
Net (loss) income $ (4,185) $ 1,465
Adjustments to reconcile net (loss) income to net cash provided by operating activities:    
Depreciation and amortization 1,042 1,076
Provision for expected credit losses 3 44
Benefit from deferred income taxes (203) (38)
Stock-based compensation 1,046 987
Changes in operating assets and liabilities, net of effect of dispositions:    
(Increase) decrease in accounts receivable (4,162) 876
Increase in prepaid and other assets (105) (365)
Increase (decrease) in accounts payable, accrued expenses, and other liabilities 1,757 (7,066)
Net cash used in by operating activities (4,807) (3,021)
Cash flows from investing activities:    
Capital expenditures (22) (64)
Proceeds from corporate benefit policy 1,076 0
Net cash provided by (used in) investing activities 1,054 (64)
Cash flows from financing activities:    
Payments for business acquisition liabilities 0 (1,250)
Purchase of treasury stock (including payment of tax withholdings) (2,775) (774)
Cash paid for net settlement of employee restricted stock units (204) (222)
Net cash used in financing activities (2,979) (2,246)
Effect of exchange rates on cash, cash equivalents, and restricted cash 55 (170)
Net decrease in cash, cash equivalents, and restricted cash (6,677) (5,501)
Cash, cash equivalents, and restricted cash, beginning of the period 23,170 27,477
Cash, cash equivalents, and restricted cash, end of the period 16,493 21,976
Supplemental disclosures of cash flow information:    
Cash received during the period for interest 280 285
Net cash payments during the period for income taxes 254 1,979
Cash paid for amounts included in operating lease liabilities 600 412
Supplemental non-cash disclosures:    
Right-of-use assets obtained in exchange for operating lease liabilities $ 416 $ 837
v3.24.3
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY - USD ($)
shares in Thousands, $ in Thousands
Total
Common Stock
Common stock and additional paid-in capital
Treasury stock:
Accumulated other comprehensive (loss) income
Retained Earnings
Beginning balance (in shares) at Dec. 31, 2022   2,794 3,823      
Beginning treasury balance (in shares) at Dec. 31, 2022       (1,029)    
Beginning balance at Dec. 31, 2022 $ 45,792   $ 491,571 $ (16,746) $ (1,639) $ (427,394)
Increase (Decrease) in Stockholders' Equity [Roll Forward]            
Net (loss) income 1,465         1,465
Net (loss) income | Accounting Standards Update 2016-13 (51)          
Other comprehensive income (loss)         (561)  
Purchase of treasury stock (in shares)       (37)    
Purchase of treasury stock (including payment of tax withholdings)       $ (774)    
Purchase of restricted stock from employees (in shares)       (10)    
Purchase of net settled restricted stock from employees       $ (222)    
Stock-based compensation (in shares)     68      
Stock-based compensation     $ 987      
Ending balance (in shares) at Sep. 30, 2023   2,815 3,891      
Ending treasury balance (in shares) at Sep. 30, 2023       (1,076)    
Ending balance at Sep. 30, 2023 46,636   $ 492,558 $ (17,742) (2,200) (425,980)
Beginning balance (in shares) at Jun. 30, 2023   2,823 3,889      
Beginning treasury balance (in shares) at Jun. 30, 2023       (1,066)    
Beginning balance at Jun. 30, 2023 46,684   $ 492,427 $ (17,528) (1,702) (426,513)
Increase (Decrease) in Stockholders' Equity [Roll Forward]            
Net (loss) income 533         533
Other comprehensive income (loss)         (498)  
Purchase of treasury stock (in shares)       (10)    
Purchase of treasury stock (including payment of tax withholdings)       $ (201)    
Purchase of net settled restricted stock from employees       $ (13)    
Stock-based compensation (in shares)     2      
Stock-based compensation     $ 131      
Ending balance (in shares) at Sep. 30, 2023   2,815 3,891      
Ending treasury balance (in shares) at Sep. 30, 2023       (1,076)    
Ending balance at Sep. 30, 2023 $ 46,636   $ 492,558 $ (17,742) (2,200) (425,980)
Beginning balance (in shares) at Dec. 31, 2023 2,731 2,807 3,896      
Beginning treasury balance (in shares) at Dec. 31, 2023 1,089     (1,089)    
Beginning balance at Dec. 31, 2023 $ 48,554   $ 493,040 $ (17,949) (1,290) (425,247)
Increase (Decrease) in Stockholders' Equity [Roll Forward]            
Net (loss) income $ (4,185)         (4,185)
Other comprehensive income (loss)         606  
Purchase of treasury stock (in shares)       (173)    
Purchase of treasury stock (including payment of tax withholdings)       $ (2,776)    
Purchase of restricted stock from employees (in shares)       (13)    
Purchase of net settled restricted stock from employees       $ (204)    
Stock-based compensation (in shares)     110      
Stock-based compensation     $ 945      
Ending balance (in shares) at Sep. 30, 2024 2,807 2,731 4,006      
Ending treasury balance (in shares) at Sep. 30, 2024 1,275     (1,275)    
Ending balance at Sep. 30, 2024 $ 42,940   $ 493,985 $ (20,929) (684) (429,432)
Beginning balance (in shares) at Jun. 30, 2024   2,751 4,003      
Beginning treasury balance (in shares) at Jun. 30, 2024       (1,252)    
Beginning balance at Jun. 30, 2024 42,564   $ 493,504 $ (20,546) (1,808) (428,586)
Increase (Decrease) in Stockholders' Equity [Roll Forward]            
Net (loss) income $ (846)         (846)
Other comprehensive income (loss)         1,124  
Purchase of treasury stock (in shares)       (23)    
Purchase of treasury stock (including payment of tax withholdings)       $ (377)    
Purchase of net settled restricted stock from employees       $ (6)    
Stock-based compensation (in shares)     3      
Stock-based compensation     $ 481      
Ending balance (in shares) at Sep. 30, 2024 2,807 2,731 4,006      
Ending treasury balance (in shares) at Sep. 30, 2024 1,275     (1,275)    
Ending balance at Sep. 30, 2024 $ 42,940   $ 493,985 $ (20,929) $ (684) $ (429,432)
v3.24.3
BASIS OF PRESENTATION
 9 Months Ended
Sep. 30, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
BASIS OF PRESENTATION BASIS OF PRESENTATION
    These interim unaudited condensed consolidated financial statements have been prepared in accordance with United States of America (“U.S.”) generally accepted accounting principles (“U.S. GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X of the U.S. Securities and Exchange Commission (“SEC”) for interim financial reporting and should be read in conjunction with the consolidated financial statements and related notes of Hudson Global, Inc. and its subsidiaries (the “Company”) filed in its Annual Report on Form 10-K for the year ended December 31, 2023.
    
    The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities, and the reported amounts of operating revenues and expenses. These estimates are based on management’s knowledge and judgments. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation of the Company’s financial position, results of operations, and cash flows at the dates and for the periods presented have been included. The results of operations for interim periods are not necessarily indicative of the results of operations for the full year. The condensed consolidated financial statements include the accounts of the Company and all of its wholly owned subsidiaries. Intra-entity balances and transactions between and among the Company and its subsidiaries have been eliminated in consolidation. Certain prior period amounts have been reclassified to conform to the current year presentation with no material impact on the condensed consolidated financial statements. For more information, see Note 2 to the Condensed Consolidated Financial Statements.
v3.24.3
DESCRIPTION OF BUSINESS
 9 Months Ended
Sep. 30, 2024
Description of Business [Abstract]  
DESCRIPTION OF BUSINESS DESCRIPTION OF BUSINESS
    The Company delivers Recruitment Process Outsourcing (“RPO”) services consisting of recruitment and contracting solutions tailored to the individual needs of primarily mid-to-large multinational companies. The Company operates directly in fourteen countries with three reportable geographic business segments: the Americas, Asia Pacific, and Europe, Middle East, and Africa ("EMEA"). The Company’s RPO delivery teams utilize recruitment process methodologies and project management expertise to meet clients’ ongoing business needs. The Company’s RPO services include complete recruitment outsourcing, project-based outsourcing, contingent workforce solutions, and recruitment consulting for clients’ permanent staff hires. Hudson’s RPO services leverage the Company’s consultants, supported by the Company’s specialists, in the delivery of its proprietary methods to identify, select, and engage the best-fit talent for critical client roles. In addition, the Company provides RPO clients with a range of outsourced professional contract staffing services and managed service provider services offered sometimes on a standalone basis and sometimes as part of a blended total talent solution. These services draw upon a combination of specialized recruiting and project management competencies to deliver a wide range of solutions. Hudson RPO-employed professionals - either individually or as a team - are placed with client organizations for a defined period of time based on specific business needs of the client.

On March 12, 2024 and April 15, 2024, the Company announced that it had entered into strategic agreements with Executive Solutions and Striver, respectively, both of which are Dubai-based talent solutions companies. These agreements allowed the Company to expand its global footprint and client base in the Middle East market. The Company evaluated the agreements under ASC 805 “Business Combinations” and determined that the transactions did not qualify as either business combinations or asset purchases. Payments associated with these agreements were classified as compensation expense and were included in the “Salaries and related” caption on the Company’s Condensed Consolidated Statements of Operations.
In February 2024, Hudson RPO announced an expansion of its service offerings to include executive search in North America, focusing on Life Sciences and Human Resources. This expansion, coupled with the Company’s existing RPO strategy, provides a comprehensive talent acquisition approach, enabling clients to develop streamlined and centralized hiring strategies within a flexible and scalable total talent solution. This service offering better positions the Company as a strategic partner helping clients to implement successful business strategies.
On November 15, 2023, Hudson announced the appointment of Jacob “Jake” Zabkowicz as Global Chief Executive Officer of Hudson RPO. Mr. Zabkowicz leads the vision, strategy, and execution of Hudson RPO’s growth plan, while Jeff Eberwein, Chief Executive Officer of Hudson Global, Inc., continues to focus on capital allocation, acquisitions, corporate strategy, and maximizing shareholder value.
On October 31, 2023, Hudson completed its acquisition of Hudson Global Resources (Singapore) Pte. Ltd. (“Hudson Singapore”), a provider of recruitment services primarily to clients operating in Singapore. Hudson Singapore has a 30-year track record of senior placements and project recruitment work across Southeast Asia including Singapore, Malaysia, the Philippines, Vietnam, Thailand, and Indonesia.
See Note 15 to the Condensed Consolidated Financial Statements for further details regarding the Company’s reportable segments: Americas, Asia Pacific, and EMEA.
v3.24.3
ACCOUNTING PRONOUNCEMENTS
 9 Months Ended
Sep. 30, 2024
Accounting Policies [Abstract]  
ACCOUNTING PRONOUNCEMENTS ACCOUNTING PRONOUNCEMENTS
    
Recent Accounting Standard Update Not Yet Adopted

In November 2023, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures”. This standard provides additional disclosures about significant expenses in operating segments. The guidance is effective for all entities, for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. The Company is evaluating the effect of adopting this new accounting guidance, and will adopt the guidance when it becomes effective.

In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which modifies FASB Accounting Standards Codification 740 to enhance the transparency and decision usefulness of income tax disclosures. ASU No. 2023-09 is effective on a prospective basis for annual periods beginning after December 15, 2024, with early adoption permitted. The Company is evaluating the effect of adopting this new accounting guidance, and will adopt the guidance when it becomes effective.

Adoption of New Accounting Pronouncements

On January 1, 2023, the Company adopted Accounting Standards Update (“ASU”) 2016-13, “Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments”. This update was issued by the Financial Accounting Standards Board (the “FASB”) in June 2016. This standard requires an impairment model (known as the current expected credit loss (“CECL”) model) and replaces the methodology that recognizes impairment of financial instruments when losses have been incurred with a methodology that recognizes impairment of financial instruments when losses are expected. The new standard requires entities to use a forward-looking “expected loss” model for most financial instruments, including accounts receivable and unbilled services that is based on historical information, current information, and reasonable and supportable forecasts.

As a result of adopting the new standard, the Company recognized a cumulative increase to allowances for accounts receivable and unbilled services and a reduction to the 2023 opening balance of retained earnings of $51. Comparative periods prior to the adoption of this standard and their respective disclosures have not been adjusted. The adoption of ASU 2016-13 did not have a material impact on the Company’s Condensed Consolidated Financial Statements.
v3.24.3
REVENUE RECOGNITION
 9 Months Ended
Sep. 30, 2024
Revenue from Contract with Customer [Abstract]  
ACCOUNTING PRONOUNCEMENTS REVENUE RECOGNITION
Nature of Services

    We account for a contract when both parties to the contract have approved the contract, the rights of the parties are identified, payment terms are identified, the contract has commercial substance, and collectability of consideration is probable. Revenues are recognized over time, using an input or output method, as the control of the promised services is transferred to the client in an amount that reflects the consideration we expect to be entitled to in exchange for those services. The majority of our contracts are short-term in nature as they include termination clauses that allow either party to cancel within a short termination period, without cause. Revenue includes billable travel and other reimbursable costs and is reported net of sales or use taxes collected from clients and remitted to taxing authorities.
    We generally determine standalone selling prices based on the prices included in our client contracts, using expected cost plus profit, or other observable prices. The price as specified in our client contracts is generally considered the standalone selling price as it is an observable input that depicts the price as if sold to a similar client in similar circumstances. Certain client contracts have variable consideration, including usage-based fees that increase the transaction price and volume rebates or other similar items that generally reduce the transaction price. We estimate variable consideration using the expected value method based on the terms of the client contract and historical evidence. These amounts may be constrained and are only included in revenue to the extent we do not expect a significant reversal when the uncertainty associated with the variable consideration is resolved. Other than bonuses to be paid to contractors, on behalf of our clients, our estimated amounts of variable consideration subject to constraints are not material, and we do not believe that there will be significant changes to our estimates. Certain contract employees are entitled to performance bonuses at the sole discretion of the client and are constrained until approved. No bonuses were approved and paid to our contract employees on behalf of our clients in the nine months ended September 30, 2024. Bonuses of $0.5 million were approved and paid to our contract employees in the nine months ended September 30, 2023.

    We record accounts receivable when our right to consideration becomes unconditional. Contract assets primarily relate to our rights to consideration for services provided that such rights to consideration are conditional on satisfaction of future performance obligations. A contract liability for deferred revenue is recorded when consideration is received, or is unconditionally due, from a client prior to transferring control of services to the client under the terms of a contract. Deferred revenue balances typically result from advance payments received from clients prior to transferring control of services. Other than deferred revenue, we do not have any material contract assets or liabilities as of and for the nine months ended September 30, 2024 and 2023. As of September 30, 2024 and December 31, 2023, deferred revenue was $108 and $96, respectively.

    Payment terms vary by client and the services being provided to the client. We consider payment terms that exceed one year to be extended payment terms. Substantially all of the Company’s contracts include payment terms of 90 days or less, and we do not extend payment terms beyond one year.

    We primarily record revenue on a gross basis in the Condensed Consolidated Statements of Operations and Comprehensive Income based upon the following key factors:

•We maintain the direct contractual relationship with the client and are responsible for fulfilling the service promised to the client.

•We maintain control over our contractors while the services to the client are being performed, including our contractors’ billing rates, and are ultimately responsible for paying them.

    RPO. We provide complete recruitment outsourcing, project-based outsourcing, and recruitment consulting services for clients’ permanent staff hires. We recognize revenue for our RPO over time in an amount that reflects the consideration we expect to be entitled to and have an enforceable right to payment in exchange for our services. The client simultaneously receives and consumes the benefits of the services as they are provided. The transaction prices contain both fixed fees and variable consideration. Variable consideration is constrained by candidates accepting offers of permanent employment. We recognize revenue on fixed fees as the performance obligations are satisfied and variable fees as the constraint is lifted. We do not incur incremental costs to obtain our RPO contracts. The costs to fulfill these contracts are expensed as incurred.

    We recognize permanent placement revenue when employment candidates accept offers of permanent employment. We have a substantial history of estimating the financial impact of permanent placement candidates who do not remain with our clients through a guarantee period. Fees to clients are generally calculated as a percentage of the new employee’s annual compensation. No fees for permanent placement services are charged to employment candidates.

    Contracting. We provide clients with a range of outsourced professional contract staffing services and managed service provider services, sometimes offered on a standalone basis and sometimes offered as part of a blended total talent solution. We recognize revenue for our contracting services over time as services are performed in an amount that reflects the consideration we expect to be entitled to and have an enforceable right to payment in exchange for our services, which is generally calculated as hours worked multiplied by the agreed-upon hourly bill rate. The client simultaneously receives and consumes the benefits of the services as they are provided. We do not incur incremental costs to obtain our contracts for
outsourced professional contract staffing services and managed service provider services. The costs incurred to fulfill these contracts are expensed as incurred.

    Unsatisfied performance obligations. As a practical expedient, we do not disclose the value of unsatisfied performance obligations for (i) contracts with an expected original duration of one year or less and (ii) contracts for which we recognize revenue at the amount to which we have the right to invoice for services performed.

Disaggregation of Revenue

    The following table presents our disaggregated revenues by revenue source. For additional information on the revenues by geographical segment, see Note 15 to the Condensed Consolidated Financial Statements.
Three Months Ended
 September 30,
 20242023
RPO$17,569 $18,876 
Contracting19,284 20,522 
Total Revenue$36,853 $39,398 
Nine Months Ended
September 30,
20242023
RPO$51,177 $62,316 
Contracting55,279 65,051 
Total Revenue$106,456 $127,367 
v3.24.3
ACCOUNT RECEIVABLE, NET
 9 Months Ended
Sep. 30, 2024
Receivables [Abstract]  
ACCOUNT RECEIVABLE, NET ACCOUNTS RECEIVABLE, NET
Accounts receivable balances are composed of trade and unbilled receivables. Unbilled accounts receivable represent revenue recorded in advance of processing formal invoices pursuant to the completion of contract provisions and, generally, become billable at contractually specified dates. Unbilled receivables of $7,106 and $5,163 as of September 30, 2024 and December 31, 2023, respectively, are expected to be invoiced and collected within one year. The Company records accounts receivable when its right to consideration becomes unconditional. Contract assets primarily relate to our rights to consideration for services provided that they are conditioned on satisfaction of future performance obligations. Accounts receivable, net, are stated at the amount the Company expects to collect, which is net of estimated losses resulting from the inability of its customers to make required payments.

The Company generally establishes customer credit limits and estimates the allowance for credit losses on a country or geographic basis. Customer credit limits are based upon an initial evaluation of the customer’s credit quality and we adjust that limit accordingly based upon ongoing credit assessments of the customer, including payment history and changes in credit quality. Consistent with our adoption of ASU 2016-13, effective January 1, 2023 (refer to Note 3 – Accounting Pronouncements), the allowance for expected credit losses is determined based on an assessment of past collection experience as well as consideration of current and future economic conditions and changes in our customer collection trends.

The following table summarizes the components of “Accounts receivable, net” as presented on the Condensed Consolidated Balance Sheets:
September 30,December 31,
Accounts Receivable:20242023
Billed receivables$17,741 $14,925 
Unbilled receivables7,106 5,163 
Accounts Receivable, Gross$24,847 $20,088 
Allowance for expected credit losses(372)(378)
Accounts Receivable, Net$24,475 $19,710 
The following table summarizes the total provision for expected credit losses and write-offs:
Three Months Ended
 September 30,		Nine Months Ended
September 30,
2024202320242023
Beginning balance$378 $102 $378 $51 
Provision for expected credit losses— 44 3 44 
Write-offs(6)— (9)— 
Cumulative-effect adjustment from adoption of ASU 2016-13, Credit Losses
— — — 51 
Ending Balance$372 $146 $372 $146 
v3.24.3
ACQUISITION
 9 Months Ended
Sep. 30, 2024
Business Combinations [Abstract]  
ACQUISITION ACQUISITIONS
Hudson Global Resources (Singapore) Pte. Ltd.

On October 31, 2023, the Company entered into a share purchase agreement by and among, Hudson RPO Limited, a wholly owned subsidiary of the Company (“Buyer”), and Hudson Global Resources (Australia) Pty Limited (“Seller”), and completed the acquisition by Hudson RPO Limited of all of the shares of Hudson Global Resources (Singapore) Pte. Ltd. (“Singapore Acquisition”).

Hudson Singapore is a provider of recruitment services primarily to clients operating in Singapore, with a 30-year track record of senior placements and project recruitment work across Southeast Asia including Singapore, Malaysia, the Philippines, Vietnam, Thailand, and Indonesia.

In connection with the Singapore Acquisition, Seller received $2,546 in cash, subject to certain adjustments, at the closing of the Singapore Acquisition. Additionally, Seller has a contingent right to receive earn-out payments not to exceed approximately $317, based upon the achievement of certain performance thresholds and subject to the satisfaction of certain conditions.

The Singapore Acquisition was accounted for as a business combination under the acquisition method of accounting. The purchase price of $2,574, consisted of the amount paid in cash of $2,546 and a preliminary working capital adjustment of $28. Potential contingent earn-out payments of up to approximately $317 were excluded from the purchase price, and no fair value was assigned to the earn-out, as the seller did not achieve the associated revenue milestones through December 2023. The purchase price, which included $491 of cash and cash equivalents acquired, was allocated to the net tangible and intangible assets and liabilities based on their fair values on the acquisition date of October 31, 2023, with the excess recorded as goodwill. None of the goodwill is expected to be deductible for tax purposes. The Company’s goodwill represents the expected profit growth over time that is attributable to expanding our footprint and market share in Singapore and Southeast Asia.

The values assigned to the assets acquired and liabilities assumed are based on the fair value available and may be adjusted during the measurement period of up to 12 months from the date of acquisition as further information becomes available. Any changes in the fair values of the assets acquired and liabilities assumed during the measurement period may result in adjustments to goodwill. The Company incurred transaction costs related to the Singapore Acquisition of $13 that were expensed as part of “Office and general”.
Below is a summary of the fair value of the net assets acquired on the acquisition date based on external valuations at the date of the Singapore Acquisition.
Fair Value
Assets Acquired:
Cash and cash equivalents$491 
Accounts receivable753 
Prepaid expenses and other assets88 
Property and equipment9 
Operating lease right-of-use assets32 
Deferred tax assets766 
Intangible assets212 
Goodwill847 
Assets Acquired$3,198 
Liabilities Assumed:
Accrued expenses and other current liabilities$580 
Other long-term liabilities44 
Liabilities Assumed$624 
Fair value of consideration transferred$2,574 
Intangible assets are amortized on a straight-line basis over their estimated useful lives. The following table sets forth the components of identifiable intangible assets acquired and their estimated useful lives on the date of the Singapore Acquisition.

Fair ValueUseful Life
Non-compete agreements
$28 5 years
Customer lists97 4 years
Trade name87 5 years
Total identifiable assets$212 
v3.24.3
STOCK-BASED COMPENSATION
 9 Months Ended
Sep. 30, 2024
Share-Based Payment Arrangement [Abstract]  
STOCK-BASED COMPENSATION STOCK-BASED COMPENSATION
Incentive Compensation Plan
    The Company maintains the Hudson Global, Inc. 2009 Incentive Stock and Awards Plan, as amended and restated on May 24, 2016 and further amended on September 14, 2020 and May 17, 2022 (the “ISAP”), pursuant to which it can issue equity-based compensation incentives to eligible participants. The ISAP permits the granting of stock options, restricted stock, restricted stock units, and other types of equity-based awards. The Compensation Committee (the “Compensation Committee”) of the Board of Directors (the “Board”) will establish such conditions as it deems appropriate on the granting or vesting of stock options, restricted stock, restricted stock units and other types of equity-based awards. As determined by the Compensation Committee, equity awards may also be subject to immediate vesting upon the occurrence of certain events including death, disability, retirement or a change in control of the Company. When we make grants of restricted stock or restricted stock units to our executive officers, including the named executive officers, we enter into Restricted Stock Agreements and Restricted Stock Unit Agreements with such executive officers that contain provisions that are triggered upon a termination of an executive officer or a change in control of our Company. For awards of restricted stock granted beginning on November 6, 2015, effective upon a change in control of our Company, if the executive is employed by us or an affiliate of ours immediately prior to the date of such change in control and is subsequently terminated within 12 months following the date of such change in control, the shares of restricted stock will fully vest and the restrictions imposed upon the restricted stock will be immediately deemed to have lapsed. For awards of restricted stock units granted beginning on March 10, 2016, effective upon a change in control of our Company, if the executive is employed by us or an affiliate of ours immediately prior to the date of such change
in control and is subsequently terminated within 12 months following the date of such change in control, the restricted stock units will fully vest and the restrictions imposed upon the restricted stock units will be immediately deemed to have lapsed. The Company primarily grants restricted stock and restricted stock units to its employees. A restricted stock unit is equivalent to one share of the Company’s common stock and is payable only in common stock of the Company issued under the ISAP.
    The Compensation Committee administers the ISAP and may designate any of the following as a participant under the ISAP: any officer or other employee of the Company or its affiliates or individuals engaged to become an officer or employee, consultants or other independent contractors who provide services to the Company or its affiliates, and non-employee directors of the Company. On May 17, 2022, the Company’s stockholders at the 2022 Annual Meeting of Stockholders approved amendments to the ISAP to, among other things, increase the number of shares of the Company’s common stock that are reserved for issuance by 250,000 shares. As of September 30, 2024, there were 116,546 shares of the Company’s common stock available for future issuance under the ISAP.
All share issuances related to stock compensation plans are issued from the aforementioned stock available for future issuance under stockholder approved compensation plan.
For the nine months ended September 30, 2024, the Company granted 47,647 restricted stock units subject to performance vesting conditions for the year ended December 31, 2024, and granted 12,540 of discretionary time-vested restricted stock units to certain employees that were not subject to performance conditions. For the nine months ended September 30, 2023, the Company granted 28,841 restricted stock units subject to performance vesting conditions for the year ended December 31, 2023.
A summary of the quantity and vesting conditions for stock-based units granted to the Company’s employees for the nine months ended September 30, 2024 was as follows:
Vesting conditionsNumber of Restricted Stock Units Granted
Performance and service conditions - Type 1 (1) (2)
14,939 
Performance and service conditions - Type 2 (1) (2)
32,708 
Service conditions only - Type 1 (2)
12,540 
Total shares of stock award granted60,187 

(1)The performance conditions with respect to restricted stock units may be satisfied as follows: 
(a)For grants to Corporate office employees subject to 2024 performance conditions, 100% of the restricted stock units may be earned on the basis of performance as measured by a “group adjusted EBITDA”.

(2)To the extent restricted stock units are earned, such restricted stock units will vest on the basis of service as follows:
(a)33% and 66.6% for Type 1 and Type 2, respectively, of the restricted stock units will vest on the first anniversary of the grant date;
(b)33% and 16.7% for Type 1 and Type 2, respectively, of the restricted stock units will vest on the second anniversary of the grant date; and
(c)34% and 16.7% for Type 1 and Type 2, respectively, of the restricted stock units will vest on the third anniversary of the grant date; provided that, in each case, the employee remains employed by the Company from the grant date through the applicable service vesting date.
The Company also maintains the Director Deferred Share Plan (the “Director Plan”) as part of the ISAP pursuant to which it can issue restricted stock units to its non-employee directors. A restricted stock unit is equivalent to one share of the Company’s common stock and is payable only in common stock issued under the ISAP upon a director ceasing service as a member of the Company’s Board. The restricted stock units vest immediately upon grant and are credited to each of the non-employee director’s retirement accounts under the Director Plan. Restricted stock units issued under the Director Plan contain the right to a dividend equivalent award in the form of additional restricted stock units. The dividend equivalent award is calculated using the same rate as the cash dividend paid on a share of the Company’s common stock, and then divided by the
closing price of the Company’s common stock on the date the dividend is paid to determine the number of additional restricted stock units to grant. Dividend equivalent awards have the same vesting terms as the underlying awards. During the nine months ended September 30, 2024, the Company granted 17,540 restricted stock units to its non-employee directors pursuant to the Director Plan.
    As of September 30, 2024, 231,406 restricted stock units are deferred under the Company’s ISAP.
For the three and nine months ended September 30, 2024 and 2023, the Company’s stock-based compensation expense related to restricted stock units and restricted shares of common stock were as follows:
Three Months Ended
 September 30,		Nine Months Ended
September 30,
2024202320242023
Restricted shares of common stock$— $— $— $16 
Restricted stock units 481 131 945 971 
Restricted stock units-cash settled liabilities— — 101 — 
Total$481 $131 $1,046 $987 
 
Restricted Stock Units
    As of September 30, 2024, the Company had $704 of unrecognized stock-based compensation expense related to outstanding unvested restricted stock units. The Company expects to recognize that cost over a weighted average service period of 0.8 years. Restricted stock units have no voting or dividend rights until the awards are vested.
    Changes in the Company’s restricted stock units for the nine months ended September 30, 2024 and 2023 were as follows:

Nine Months Ended September 30, 2024
Performance-basedTime-based/Director Total
Number of Shares of Restricted Stock UnitsWeighted Average Grant-Date Fair ValueNumber of Shares of Restricted Stock UnitsWeighted Average Grant-Date Fair ValueNumber of Shares of Restricted Stock UnitsWeighted Average Grant-Date Fair Value
Unvested restricted stock units at January 1, 2024
95,264 $23.49 80,422 $16.50 175,686 $20.29 
Granted47,647 $14.51 30,080 $17.00 77,727 $15.47 
Vested(58,051)$22.27 (24,723)$18.34 (82,774)$21.09 
Forfeited(28,841)$22.27 (340)$17.72 (29,181)$22.22 
Unvested restricted stock units at September 30, 2024
56,019 $17.76 85,439 $16.13 141,458 $16.78 
 (a)    The number of shares earned above target are based on the performance target established by the Compensation Committee at the initial grant date.
Nine Months Ended September 30, 2023
Performance-basedTime-based/Director Total
Number of Shares of Restricted Stock UnitsWeighted Average Grant-Date Fair ValueNumber of Shares of Restricted Stock UnitsWeighted Average Grant-Date Fair ValueNumber of Shares of Restricted Stock UnitsWeighted Average Grant-Date Fair Value
Unvested restricted stock units at January 1, 2023
130,186 $23.56 33,390 $20.31 163,576 $22.89 
Granted28,841 $22.27 5,648 $21.00 34,489 $22.06 
Shares earned above target (a)3,940 $35.72 — $— 3,940 $35.72 
Vested(58,834)$22.10 (16,291)$19.46 (75,125)$21.53 
Forfeited(8,869)$35.10 (2,380)$14.54 (11,249)$30.75 
Unvested restricted stock units at September 30, 2023
95,264 $23.49 20,367 $21.86 115,631 $23.20 

(a)    The number of shares earned above target are based on the performance targets established by the Compensation Committee at the initial grant date.
 (a)    The number of shares earned above target are based on the performance target established by the Compensation Committee at the initial grant date.
Shares of Common Stock 
There were no vested or unvested of restricted shares of common stock for nine months ended September 30, 2024. Changes in the Company’s restricted shares of common stock for the nine months ended September 30, 2023 were as follows:
 Nine Months Ended
September 30,
 2023
Number of
Restricted
Shares of Common Stock		Weighted
Average
Grant-Date
Fair Value
Unvested restricted shares of common stock at January 117,410 $9.57 
Vested(17,410)$9.57 
Unvested restricted shares of common stock at September 30,
— $— 
v3.24.3
INCOME TAXES
 9 Months Ended
Sep. 30, 2024
Income Tax Disclosure [Abstract]  
Income Taxes INCOME TAXES
Income Tax Provision

    Under ASC 270, “Interim Reporting”, and ASC 740-270, “Income Taxes – Interim Reporting”, the Company is required to adjust its effective tax rate for each quarter to be consistent with the estimated annual effective tax rate. Jurisdictions with a projected loss for the full year where no tax benefit can be recognized are excluded from the calculation of the estimated annual effective tax rate. Applying the provisions of ASC 270 and ASC 740-270 could result in a higher or lower effective tax rate during a particular quarter, based upon the mix and timing of actual earnings versus annual projections.
Effective Tax Rate
    The provision for income taxes for the nine months ended September 30, 2024 was $463 on a pre-tax loss of $3,722, compared to a provision for income taxes of $1,148 on pre-tax income of $2,613 for the same period in 2023. The Company’s effective income tax rate ("ETR") was negative 12% and positive 44% for the nine months ended September 30, 2024 and 2023, respectively. For the nine months ended September 30, 2024, the effective tax rates differed from the U.S. Federal statutory rate of 21% primarily due to pretax losses for which no tax benefit can be recognized foreign tax rate differences, and
non-deductible expense. For the nine months ended September 30, 2023, the effective tax rates differed from the U.S. Federal statutory rate of 21% primarily due to a discrete tax benefit recognized following the lapse of certain statutes of limitations related to Spain, recognition of a portion of a deferred tax asset in Canada, state income taxes, changes in valuation allowances in the U.S. and certain foreign jurisdictions which reduces or eliminates the effective tax rate on current year profits or losses, foreign tax rate differences, taxes on repatriations or deemed repatriation of foreign profits, and non-deductible expenses. The current YTD ETR differs significantly from the prior period YTD ETR primarily due to the interaction of similar rate reconciliation items, including change in valuation allowance, with a negative pretax book income in the current period versus positive pretax book income in the prior year comparative period.
Uncertain Tax Positions 
    As of both September 30, 2024 and December 31, 2023, the Company had $60, respectively, of unrecognized tax benefits, excluding interest and penalties, which if recognized in the future, would lower the Company’s effective income tax rate.
     The Company recognizes accrued interest and penalties related to unrecognized tax benefits as part of the provision for income taxes. As of September 30, 2024 and December 31, 2023, the Company had $31 and $27, respectively, of accrued interest and penalties associated with unrecognized tax benefits.
The statute of limitations for capital gains taxes on the transfer of shares in Spain lapsed in January 2023. The FIN48 reserve for Spain capital gains taxes, interest, and penalties of approximately $408 was released as a tax benefit in the first quarter of 2023.
        Based on information available as of September 30, 2024, it is reasonably possible that the total amount of unrecognized tax benefits could decrease by $0 over the next 12 months as a result of projected resolutions of global tax examinations and controversies and potential expirations of the applicable statutes of limitations.
In many cases, the Company’s unrecognized tax benefits are related to tax years that remain subject to examination by the relevant tax authorities. Tax years with net operating losses (“NOLs”) remain open until such losses expire or until the statutes of limitations for those years when the NOLs are used expire. As of September 30, 2024, the Company’s open tax years, which remain subject to examination by the relevant tax authorities, are between 2016 and 2023 depending on the jurisdiction.
    The Company believes that its unrecognized tax benefits as of September 30, 2024 are appropriately reflected for all years subject to examination above.

Net Operating Losses (“NOLs”), Capital Losses, and Valuation Allowance

The Company recorded a valuation allowance against all of our consolidated US deferred tax assets for NOLs and Capital Losses as of September 30, 2024 and December 31, 2023. We intend to continue maintaining a full valuation allowance on our deferred tax assets for NOLs until there is sufficient evidence to support the reversal of all or some portion of these allowances in the future.
v3.24.3
EARNINGS (LOSS) PER SHARE
 9 Months Ended
Sep. 30, 2024
Earnings Per Share [Abstract]  
EARNINGS (LOSS) PER SHARE EARNINGS (LOSS) PER SHARE
    Basic earnings (loss) per share is computed by dividing the Company’s net income (loss) by the weighted average number of shares outstanding during the period. When the effects are not anti-dilutive, diluted earnings (loss) per share is computed by dividing the Company’s net income (loss) by the weighted average number of shares outstanding and the impact of all dilutive potential common shares, primarily stock options “in-the-money”, unvested restricted stock, and unvested restricted stock units. The dilutive impact of stock options, unvested restricted stock, and unvested restricted stock units is determined by applying the “treasury stock” method. Performance-based restricted stock awards are included in the computation of diluted earnings per share only to the extent that the underlying performance conditions: (i) are satisfied prior to the end of the reporting period; or (ii) would be satisfied if the end of the reporting period were the end of the related performance period and the result would be dilutive under the treasury stock method. Stock awards subject to vesting or exercisability based on the achievement of market conditions are included in the computation of diluted earnings per share only when the market conditions are met.
    A reconciliation of the numerators and denominators of the basic and diluted earnings (loss) per share calculations for the three and nine months ended September 30, 2024 and 2023 were as follows:

 Three Months Ended
 September 30,		Nine Months Ended
September 30,
2024202320242023
Earnings (loss) per share (“EPS”):    
Basic$(0.28)$0.17 $(1.39)$0.48 
Diluted$(0.28)$0.17 $(1.39)$0.47 
EPS numerator - basic and diluted:
Net (loss) income$(846)$533 $(4,185)$1,465 
EPS denominator (in thousands):   
Weighted average common stock outstanding - basic2,975 3,068 3,009 3,062 
Common stock equivalents: restricted stock units and restricted shares of common stock— 
(a)
73 — 
(a)
72 
Weighted average number of common stock outstanding - diluted
2,975 3,141 3,009 3,134 


(a)    The diluted weighted average number of shares of common stock outstanding did not differ from the basic weighted average number of shares of common stock outstanding because the effects of any potential common stock equivalents (see Note 7 to the Condensed Consolidated Financial Statements for further details on unvested restricted stock units) were anti-dilutive and therefore not included in the calculation of the denominator of dilutive earnings per share.
    The weighted average number of shares outstanding used in the computation of diluted net earnings per share for the three and nine months ended September 30, 2024 and 2023 did not include the effect of the following potentially outstanding shares of common stock because the effect would have been anti-dilutive:
Three Months Ended
 September 30,		Nine Months Ended
September 30,
2024202320242023
Unvested restricted stock units— 22,540 — 300 
Total— 22,540 — 300 
v3.24.3
GOODWILL AND INTANGIBLE ASSETS
 9 Months Ended
Sep. 30, 2024
Goodwill and Intangible Assets Disclosure [Abstract]  
GOODWILL AND INTANGIBLE ASSETS GOODWILL AND INTANGIBLE ASSETS
Goodwill

The Company recorded goodwill of $847 on October 31, 2023 in connection with the Singapore Acquisition (See Note 6 for further information on the Singapore Acquisition).

For the nine months ended September 30, 2024 and the twelve months ended December 31, 2023, the changes in carrying amount of goodwill were as follows:

Carrying Value
2024
Goodwill, January 1,$5,749 
Currency translation22 
Goodwill, September 30, 2024
$5,771 
Carrying Value
2023
Goodwill, January 1,$4,875 
Acquisitions847 
Currency translation27 
Goodwill, December 31, 2023
$5,749 

Intangible Assets
The Company’s intangible assets consisted of the following components as of September 30, 2024 and December 31, 2023:

September 30, 2024Weighted Average Remaining Amortization Useful Lives
(in years)		Gross Carrying
Amount		Accumulated
Amortization		Net Carrying
Amount
Non-compete agreements3.0$148 $(112)$36 
Trade name6.21,640 (678)962 
Customer lists2.83,960 (2,224)1,736 
Developed technology
0.4657 (632)25 
$6,405 $(3,646)$2,759 

December 31, 2023Weighted Average Remaining Amortization Useful Lives
(in years)		Gross Carrying
Amount		Accumulated
Amortization		Net Carrying
Amount
Non-compete agreements3.4$147 $(98)$49 
Trade name6.71,638 (515)1,123 
Customer lists3.53,957 (1,690)2,267 
Developed technology
0.9657 (468)189 
$6,399 $(2,771)$3,628 
Amortization expense for the three and nine months ended September 30, 2024 was $293 and $875, respectively. Intangible assets are amortized on a straight-line basis over their estimated useful lives. No impairment in the value of amortizable intangible assets was recognized during the nine months ended September 30, 2024 and 2023.

Estimated future amortization expense for intangible assets for the remainder of the fiscal year ending December 31, 2024, and for each of the next fiscal years are as follows:

2024$256 
2025872 
2026637 
2027551 
2028130 
Thereafter313 
$2,759 
The change in the book value of amortizable intangible assets is as follows:

January 1, 2024
Beginning Balance
AmortizationTranslation and Other
September 30, 2024
Ending Balance
Non-compete agreements$49 $(14)$1 $36 
Trade name1,123 (163)2 962 
Customer lists2,267 (534)3 1,736 
Developed technology
189 (164)— 25 
$3,628 $(875)$6 $2,759 
v3.24.3
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH
 9 Months Ended
Sep. 30, 2024
Restricted Cash and Investments [Abstract]  
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH CASH, CASH EQUIVALENTS, AND RESTRICTED CASH
    Cash, cash equivalents, and restricted cash as reported within the accompanying Condensed Consolidated Balance Sheets as of September 30, 2024 and December 31, 2023 was as follows: 
September 30,
2024		December 31,
2023
Cash and cash equivalents$15,835 $22,611 
Restricted cash, current457 354 
Restricted cash, non-current201 205 
Total cash, cash equivalents, and restricted cash$16,493 $23,170 

    Restricted cash primarily includes lease and collateral deposits, as well as bank guarantees for licensing.
v3.24.3
COMMITMENTS AND CONTINGENCIES
 9 Months Ended
Sep. 30, 2024
Commitments and Contingencies Disclosure [Abstract]  
COMMITMENTS AND CONTINGENCIES COMMITMENTS AND CONTINGENCIES
Litigation and Complaints 
    The Company is subject, from time to time, to various claims, lawsuits, contracts disputes, and other complaints from, for example, clients, candidates, suppliers, landlords for both leased and subleased properties, former and current employees, and regulators or tax authorities arising in the ordinary course of business. The Company routinely monitors claims such as these, and records provisions for losses when the claim becomes probable and the amount due is estimable. Although the outcome of these claims cannot be determined, the Company believes that the final resolution of these matters will not have a material adverse effect on the Company’s financial condition, results of operations or liquidity.
    For matters that reach the threshold of probable and estimable, the Company establishes reserves for legal, regulatory, and other contingent liabilities. The Company did not have any legal reserves as of September 30, 2024 and December 31, 2023.
Operating Leases
    Our office space leases have lease terms of one year to four years. Some of these operating leases include options to extend the lease terms, and some operating leases include options to terminate the leases earlier than the expiration of the full terms. These options are considered in our determination of the valuation of our right-of-use assets and lease liabilities.
    None of our operating leases include implicit rates, and we have determined that the difference between the contractual cost basis and the present value of lease payments calculated using incremental borrowing rates is not material. Our operating lease costs for the nine months ended September 30, 2024 and 2023 were $1,010 and $877, respectively (reflected in Net cash used in operating activities). The weighted average remaining lease term of our operating leases as of September 30, 2024 was 2.5 years.
    As of September 30, 2024, future minimum operating lease payments are as follows:
202420252026202720282029Total
Minimum lease payments$219 $648 $168 $93 $95 $78 $1,301 
    
Invoice Finance Credit Facility

    On April 8, 2019, the Company’s Australian subsidiary (“Australian Borrower”) entered into an invoice finance credit facility agreement (the “NAB Facility Agreement”) with National Australia Bank Limited (“NAB”). The NAB Facility Agreement provides the Australian Borrower with the ability to borrow funds based on a percentage of eligible trade receivables up to a maximum of 4 million Australian dollars. No receivables have terms greater than 90 days, and any risk of loss is retained by the Australian Borrower. The interest rate is calculated as the variable receivable finance indicator rate, plus a margin of 1.60% per annum. Borrowings under this facility are secured by substantially all of the assets of the Australian Borrower. The NAB Facility Agreement does not have a stated maturity date and can be terminated by either the Australian Borrower or NAB upon 90 days written notice. As of September 30, 2024, there were no amounts outstanding under the NAB Facility Agreement. Interest expense and fees incurred on the NAB Facility Agreement were $4 and $13 for the three and nine months ended September 30, 2024, respectively, and $4 and $13 for the three and nine months ended September 30, 2023, respectively.

    The NAB Facility Agreement contains various restrictions and covenants for the Australian Borrower including (1) that EBITDA must be at least two times total interest paid on debt on a 12-month rolling basis; (2) minimum tangible net worth must be at least 2.5 million Australian dollars and be equal to at least 25% of total tangible assets on June 30 and December 31 (as defined in the NAB Facility Agreement); and (3) additional periodic reporting requirements to NAB. The Australian Borrower was in compliance with all financial covenants under the NAB Facility Agreement as of September 30, 2024.

    Amounts borrowed from the NAB Facility may be large, contain short maturities and have quick turnovers. Amounts borrowed and repaid are presented on a net basis on the Condensed Consolidated Statements of Cash Flows.
On May 25, 2022, Hudson Global Resources (Singapore) Pte. Ltd. (“Singapore Borrower”), which the Company acquired on October 31, 2023 (see Note 5 to the Consolidated Financial Statements in Item 8), and the Hong Kong and Shanghai Banking Corporation Limited (“HSBC”), entered into an invoice finance credit facility agreement (the “HSBC Facility Agreement”). The HSBC Facility Agreement allows the Singapore Borrower to borrow funds up to a maximum of 1 million Singapore dollars, based on a percentage of eligible trade receivables. All receivables have a term of no more than 60 days, and any risk of loss is borne by the Singapore Borrower. The interest rate is calculated as the bank’s external cost of capital, plus a margin of 3.5% per annum. The Company ended the HSBC Facility Agreement in May 2024. Interest expense and fees incurred on the HSBC Facility Agreement were $6 for the nine months ended September 30, 2024.
v3.24.3
STOCKHOLDERS' EQUITY
 9 Months Ended
Sep. 30, 2024
Equity [Abstract]  
STOCKHOLDERS' EQUITY STOCKHOLDERS’ EQUITY
Common Stock
    
    On July 30, 2015, the Company announced that its Board authorized the repurchase of up to $10,000 of the Company’s common stock and this repurchase program was completed in June 2023. On August 8, 2023, the Company’s Board of Directors authorized a new stock repurchase program for up to $5,000 of the Company’s outstanding shares of common stock. The Company has repurchased shares from time to time as market conditions warrant. This authorization does not expire. Under the new stock repurchase program, the Company intends to repurchase shares through open market purchases, privately negotiated transactions, block purchases, or otherwise in accordance with applicable federal securities laws, including Rule 10b-18 of the Securities Exchange Act of 1934 (the “Exchange Act”).

During the nine months ended September 30, 2024 the Company repurchased a total of 154,084 shares of its common stock for a cost of $2,495 under this authorization. Of these shares, 44,250 shares were repurchased on January 29, 2024 in connection with a transaction with a certain shareholder totaling $655 that excludes tax withholdings. The Company also repurchased 69,567 shares during the second quarter in connection with transactions with certain shareholders totaling $1,181, as well as 40,267 shares of its common stock on the open market for a cost of $659. For the nine months ended September 30, 2023, the Company repurchased 36,842 shares of its common stock on the open market for $774. As of September 30, 2024,
under the July 30, 2015 and August 8, 2023 authorizations combined, the Company had repurchased an aggregate of 667,496 shares for a total cost of $12,882, completing the July 30, 2015 authorization and leaving $2,119 available for purchase under the August 8, 2023 authorization.

The Company cannot predict when or if it will repurchase any shares of common stock as such stock repurchase program will depend on a number of factors, including constraints specified in any Rule 10b5-1 trading plans, price, general business and market conditions, and alternative investment opportunities. Information regarding share repurchases will be available in the Company’s periodic reports on Form 10-Q and 10-K filed with the Securities and Exchange Commission as required by the applicable rules of the Exchange Act.
    
STOCKHOLDER RIGHTS PLAN
    On October 15, 2018, the Company’s Board of Directors declared a dividend to the Company’s stockholders of record as of the close of business on October 25, 2018 (the “Record Date”), for each outstanding share of the Company’s common stock, of one right (a “Right”) to purchase one one-hundredth of a share of a new series of participating preferred stock of the Company. The terms of the Rights are set forth in the Rights Agreement, dated as of October 15, 2018 (as amended, the “Rights Agreement”), by and between the Company and Computershare Trust Company, N.A., as rights agent (the “Rights Agent”). The Company’s stockholders approved the Rights Agreement at the Company’s 2019 Annual Meeting of Stockholders held on May 6, 2019. On September 28, 2021, the Company and the Rights Agent entered into a First Amendment to Rights Agreement (the “Amendment”) that amended the Rights Agreement to extend its term through October 15, 2024. The amendment was approved by the Board on September 28, 2021, subject to stockholder approval, and the Company’s stockholders approved the Amendment at the Company’s 2022 Annual Meeting of Stockholders held on May 17, 2022. The Board of Directors has taken further action to amend the Original Rights Agreement, as amended by the First Amendment, to extend the expiration of the Rights Agreement to October 15, 2027, as contemplated in the Second Amendment to Rights Agreement (the “Second Amendment”). The Second Amendment was approved by the Board on June 13, 2024, subject to stockholder approval, and the
Company’s stockholders approved the Amendment at the Company’s 2024 Annual Meeting of Stockholders held on July 31, 2024.

Each Right allows its holder to purchase from the Company one one-hundredth of a share of the Company’s Series B Junior Participating Preferred Stock (“Series B Preferred Stock”) for a purchase price of $3.50. Each fractional share of Series B Preferred Stock would give the stockholder approximately the same dividend, voting and liquidation rights as does one share of common stock. Prior to exercise, however, a Right does not give its holder any dividend, voting or liquidation rights.

    The Board entered into the Rights Agreement in an effort to preserve the value of the Company’s significant U.S. NOLs and other tax benefits. The Company’s ability to utilize its NOLs may be substantially limited if the Company experiences an “ownership change” within the meaning of Section 382 of the Internal Revenue Code of 1986, as amended (the “Code”). In general, an “ownership change” would occur if the percentage of the Company’s ownership by one or more “5-percent shareholders” (as defined in the Code) increases by more than 50 percent over the lowest percentage owned by such stockholders at any time during the prior three years. The Rights Agreement is designed to preserve the Company’s tax benefits by deterring transfers of common stock that could result in an “ownership change” under Section 382 of the Code. In general terms, the Rights Agreement imposes a significant penalty upon any person or group that acquires beneficial ownership (as defined under the Rights Agreement) of 4.99% or more of the outstanding common stock without the prior approval of the Board (an “Acquiring Person”). Any Rights held by an Acquiring Person are void and may not be exercised.

The Company also has a provision in its Amended and Restated Certificate of Incorporation (the “Charter Provision”) which generally prohibits transfers of its common stock that could result in an ownership change.
    
The Rights will not be exercisable until the earlier of (i) 10 days after a public announcement by the Company that a person or group has become an Acquiring Person; and (ii) 10 business days (or a later date determined by the Board) after a person or group begins a tender or an exchange offer that, if completed, would result in that person or group becoming an Acquiring Person.
    
    Until the date that the Rights become exercisable (the “Distribution Date”), common stock certificates will also evidence the Rights and will contain a notation to that effect. Any transfer of shares of common stock prior to the Distribution Date will constitute a transfer of the associated Rights. After the Distribution Date, the Rights will separate from the common stock and be evidenced by Right certificates, which the Company will mail to all holders of Rights that have not become void. After the Distribution Date, if a person or group already is or becomes an Acquiring Person, all holders of Rights, except the Acquiring Person, may exercise their Rights upon payment of the purchase price to purchase shares of common stock (or other securities or assets as determined by the Board) with a market value of two times the purchase price (a “Flip-in Event”). After the Distribution Date, if a Flip-in Event has already occurred and the Company is acquired in a merger or similar transaction, all holders of Rights, except the Acquiring Person, may exercise their Rights upon payment of the purchase price, to purchase shares of the acquiring or other appropriate entity with a market value of two times the purchase price of the Rights. Rights may be exercised to purchase Series B Preferred Stock only after the Distribution Date occurs and prior to the occurrence of a Flip-in Event as described above. A Distribution Date resulting from the commencement of a tender offer or an exchange offer as described in the second bullet point above could precede the occurrence of a Flip-in Event, in which case the Rights could be exercised to purchase Series B Preferred Stock. A Distribution Date resulting from any occurrence described in the first bullet point above would necessarily follow the occurrence of a Flip-in Event, in which case the Rights could be exercised to purchase shares of common stock (or other securities or assets) as described above.

    The Rights will expire on the earliest of (i) the Close of Business on October 15, 2027, or such earlier date as of which the Board determines that this Agreement is no longer necessary for the preservation of Tax Benefits, (ii) the time at which the Rights are redeemed as provided in Section 23, (iii) the time at which all exercisable Rights are exchanged as provided in Section 24, (iv) the Close of Business on the effective date of the repeal of Section 382 of the Code or any successor or replacement provision if the Board determines that this Agreement is no longer necessary for the preservation of Tax Benefits, and (v) the Close of Business on the first day of a taxable year of the Company to which the Board determines that no Tax Benefits may be carried forward.

    The Board may redeem all (but not less than all) of the Rights for a redemption price of $0.001 per Right at any time before the later of the Distribution Date and the date of the first public announcement or disclosure by the Company that a person or group has become an Acquiring Person. Once the Rights are redeemed, the right to exercise the Rights will terminate, and the only right of the holders of such Rights will be to receive the redemption price.
    The Board may adjust the purchase price of the Series B Preferred Stock, the number of shares of Series B Preferred Stock issuable and the number of outstanding Rights to prevent dilution that may occur as a result of certain events, including, among others, a stock dividend, a stock split or a reclassification of the Series B Preferred Stock or common stock.

    Before the time the Rights cease to be redeemable, the Board may amend or supplement the Rights Agreement without the consent of the holders of the Rights, except that no amendment may decrease the redemption price below $0.001 per Right.
v3.24.3
SEGMENT AND GEOGRAPHIC DATA
 9 Months Ended
Sep. 30, 2024
Segment Reporting [Abstract]  
SEGMENT AND GEOGRAPHIC DATA SEGMENT AND GEOGRAPHIC DATA
Segment Reporting
    The Company operates in three reportable segments: the Hudson regional businesses of Americas, Asia Pacific, and EMEA. Corporate expenses are reported separately for the three reportable segments and pertain to certain functions, such as executive management, corporate governance, investor relations, legal, accounting, tax, and treasury. A portion of these expenses are attributed to the reportable segments for providing the above services to them, and have been allocated to the segments as management service expenses, and are included in the segments’ non-operating other income (expense). Segment information is presented in accordance with ASC 280, “Segment Reporting.” This standard is based on a management approach that requires segmentation based upon the Company’s internal organization and disclosure of revenue and certain expenses based upon internal accounting methods. The Company’s financial reporting systems present various data for management to run the business, including internal profit and loss statements prepared on a basis not consistent with U.S. GAAP. Accounts receivable and long-lived assets are the only significant asset separated by segment for internal reporting purposes.
AmericasAsia PacificEMEACorporateInter-Segment EliminationTotal
For The Three Months Ended September 30, 2024
Revenue, from external customers$7,578 $22,560 $6,715 $— $— $36,853 
Inter-segment revenue28 1 8 — (37)— 
Total revenue$7,606 $22,561 $6,723 $— $(37)$36,853 
Adjusted net revenue, from external customers (a)
$6,634 $7,847 $4,122 $— $— $18,603 
Inter-segment adjusted net revenue29 (27)(2)— — — 
Total adjusted net revenue$6,663 $7,820 $4,120 $— $— $18,603 
EBITDA (loss) (b)
$351 $312 $42 $(988)$— $(283)
Depreciation and amortization(308)(40)(6)(4)— (358)
Intercompany dividend/interest (expense) income, net— (134)— 134 — — 
Interest income, net— 2 — 91 — 93 
Provision for income taxes(44)(111)(94)(49)— (298)
Net income (loss)$(1)$29 $(58)$(816)$— $(846)
For The Nine Months Ended September 30, 2024
Revenue, from external customers$20,544 $66,718 $19,194 $— $— $106,456 
Inter-segment revenue142 1 42 — (185)— 
Total revenue$20,686 $66,719 $19,236 $— $(185)$106,456 
Adjusted net revenue, from external customers (a)
$18,783 $22,020 $11,745 $— $— $52,548 
Inter-segment adjusted net revenue142 (166)24 — — — 
Total adjusted net revenue$18,925 $21,854 $11,769 $— $— $52,548 
EBITDA (loss) (b)
$(111)$(65)$459 $(3,243)$— $(2,960)
Depreciation and amortization(889)(124)(20)(9)— (1,042)
Intercompany dividend/interest (expense) income, net— (397)— 397 — — 
Interest income, net— 7 — 273 — 280 
Provision for income taxes(111)90 (347)(95)— (463)
Net income (loss)$(1,111)$(489)$92 $(2,677)$— $(4,185)
As of September 30, 2024
Accounts receivable, net$5,103 $12,315 $7,057 $— $— $24,475 
Long-lived assets, net of accumulated depreciation and amortization (c)
$6,908 $1,865 $27 $31 $— $8,831 
Total assets$14,199 $24,269 $11,356 $7,330 $— $57,154 
AmericasAsia PacificEMEACorporateInter-
Segment
Elimination		Total
For The Three Months Ended September 30, 2023    
Revenue, from external customers$7,167 $26,106 $6,125 $— $— $39,398 
Inter-segment revenue119 — 18 — (137)— 
Total revenue$7,286 $26,106 $6,143 $— $(137)$39,398 
Adjusted net revenue, from external customers (a)
$6,854 $8,694 $3,822 $— $— $19,370 
Inter-segment adjusted net revenue119 (109)(19)— 9 — 
Total adjusted net revenue (a)
$6,973 $8,585 $3,803 $— $9 $19,370 
EBITDA (loss) (b)
$20 $1,890 $(300)$(363)$— $1,247 
Depreciation and amortization(313)(52)(7)(2)— (374)
Intercompany (expense) interest income, net— (128)— 128 — — 
Interest (expense) income, net— 2 — 88 — 90 
Provision for income taxes(44)(520)26 108 — (430)
Net income (loss)$(337)$1,192 $(281)$(41)$— $533 
For The Nine Months Ended September 30, 2023    
Revenue, from external customers$25,008 $81,784 $20,575 $— $— $127,367 
Inter-segment revenue230 — (6)— (224)— 
Total revenue$25,238 $81,784 $20,569 $— $(224)$127,367 
Adjusted net revenue, from external customers (a)
$24,097 $26,734 $12,886 $— $— $63,717 
Inter-segment adjusted net revenue230 (147)(66)— (17)— 
Total adjusted net revenue$24,327 $26,587 $12,820 $— $(17)$63,717 
EBITDA (loss) (b)
$(876)$5,455 $995 $(2,169)$— $3,405 
Depreciation and amortization(936)(111)(22)(7)— (1,076)
Intercompany (expense) interest income, net— (375)1,218 375 (1,218)— 
Interest (expense) income, net— 6 — 278 — 284 
(Provision for) benefit from income taxes111 (1,440)(387)568 — (1,148)
Net income (loss)$(1,701)$3,535 $1,804 $(955)$(1,218)$1,465 
As of December 31, 2023      
Accounts receivable, net$5,502 $9,280 $4,928 $— $— $19,710 
Long-lived assets, net of accumulated depreciation and amortization (c)
$7,773 $1,954 $33 $38 $— $9,798 
Total assets$17,632 $23,604 $11,064 $8,658 $— $60,958 

(a)Adjusted net revenue is net of the Direct contracting costs and reimbursed expenses caption on the Condensed Consolidated Statements of Operations. Direct contracting costs and reimbursed expenses include the direct staffing costs of salaries, payroll taxes, employee benefits, travel expenses, and insurance costs for the Company’s contractors and reimbursed out-of-pocket expenses and other direct costs. The region where services are provided, the mix of RPO and contracting, and the functional nature of the staffing services provided can affect operating income and EBITDA. The salaries, commissions, payroll taxes, and employee benefits related to recruitment professionals are included under the caption “Salaries and related” in the Condensed Consolidated Statements of Operations.

(b)SEC Regulation S-K Item 229.10(e)1(ii)(A) defines EBITDA as earnings before interest, taxes, depreciation and amortization. EBITDA is presented to provide additional information to investors about the Company’s operations on a basis consistent with the measures that the Company uses to manage its operations and evaluate its performance.
Management also uses this measurement to evaluate working capital requirements. EBITDA should not be considered in isolation or as a substitute for operating income and net income prepared in accordance with U.S. GAAP or as a measure of the Company’s profitability.

(c)Comprised of property and equipment, intangible assets and goodwill, net of accumulated depreciation and amortization.

Geographic Data Reporting
    A summary of revenues for the three and nine months ended September 30, 2024 and 2023 and net assets by geographic area as of September 30, 2024 and 2023 and as of December 31, 2023, were as follows:
AustraliaUnited
States		United
Kingdom		OtherTotal
For The Three Months Ended September 30, 2024  
Revenue (a)
$18,089 $7,233 $5,913 $5,618 $36,853 
For The Three Months Ended September 30, 2023  
Revenue (a)
$23,620 $6,706 $5,807 $3,265 $39,398 
For The Nine Months Ended September 30, 2024
Revenue (a)
$54,770 $19,577 $17,317 $14,792 $106,456 
For The Nine Months Ended September 30, 2023
Revenue (a)
$73,414 $23,501 $19,503 $10,949 $127,367 
As of September 30, 2024    
Long-lived assets, net of accumulated depreciation and amortization (b)
$28 $6,938 $17 $1,848 $8,831 
Net assets$8,195 $17,670 $4,271 $12,804 $42,940 
As of December 31, 2023    
Long-lived assets, net of accumulated depreciation and amortization (b)
$49 $7,811 $33 $1,905 $9,798 
Net assets$9,634 $22,585 $5,084 $11,251 $48,554 
  
(a) Revenue by geographic region disclosed above is net of any inter-segment revenue and, therefore, represents only revenue from external customers according to the location of the operating subsidiary.

(b) Comprised of property and equipment, intangible assets and goodwill, net of accumulated depreciation and amortization.
v3.24.3
STOCKHOLDER RIGHTS PLAN
 9 Months Ended
Sep. 30, 2024
Stockholder Rights Plan [Abstract]  
Stockholders' Rights Plan STOCKHOLDERS’ EQUITY
Common Stock
    
    On July 30, 2015, the Company announced that its Board authorized the repurchase of up to $10,000 of the Company’s common stock and this repurchase program was completed in June 2023. On August 8, 2023, the Company’s Board of Directors authorized a new stock repurchase program for up to $5,000 of the Company’s outstanding shares of common stock. The Company has repurchased shares from time to time as market conditions warrant. This authorization does not expire. Under the new stock repurchase program, the Company intends to repurchase shares through open market purchases, privately negotiated transactions, block purchases, or otherwise in accordance with applicable federal securities laws, including Rule 10b-18 of the Securities Exchange Act of 1934 (the “Exchange Act”).

During the nine months ended September 30, 2024 the Company repurchased a total of 154,084 shares of its common stock for a cost of $2,495 under this authorization. Of these shares, 44,250 shares were repurchased on January 29, 2024 in connection with a transaction with a certain shareholder totaling $655 that excludes tax withholdings. The Company also repurchased 69,567 shares during the second quarter in connection with transactions with certain shareholders totaling $1,181, as well as 40,267 shares of its common stock on the open market for a cost of $659. For the nine months ended September 30, 2023, the Company repurchased 36,842 shares of its common stock on the open market for $774. As of September 30, 2024,
under the July 30, 2015 and August 8, 2023 authorizations combined, the Company had repurchased an aggregate of 667,496 shares for a total cost of $12,882, completing the July 30, 2015 authorization and leaving $2,119 available for purchase under the August 8, 2023 authorization.

The Company cannot predict when or if it will repurchase any shares of common stock as such stock repurchase program will depend on a number of factors, including constraints specified in any Rule 10b5-1 trading plans, price, general business and market conditions, and alternative investment opportunities. Information regarding share repurchases will be available in the Company’s periodic reports on Form 10-Q and 10-K filed with the Securities and Exchange Commission as required by the applicable rules of the Exchange Act.
    
STOCKHOLDER RIGHTS PLAN
    On October 15, 2018, the Company’s Board of Directors declared a dividend to the Company’s stockholders of record as of the close of business on October 25, 2018 (the “Record Date”), for each outstanding share of the Company’s common stock, of one right (a “Right”) to purchase one one-hundredth of a share of a new series of participating preferred stock of the Company. The terms of the Rights are set forth in the Rights Agreement, dated as of October 15, 2018 (as amended, the “Rights Agreement”), by and between the Company and Computershare Trust Company, N.A., as rights agent (the “Rights Agent”). The Company’s stockholders approved the Rights Agreement at the Company’s 2019 Annual Meeting of Stockholders held on May 6, 2019. On September 28, 2021, the Company and the Rights Agent entered into a First Amendment to Rights Agreement (the “Amendment”) that amended the Rights Agreement to extend its term through October 15, 2024. The amendment was approved by the Board on September 28, 2021, subject to stockholder approval, and the Company’s stockholders approved the Amendment at the Company’s 2022 Annual Meeting of Stockholders held on May 17, 2022. The Board of Directors has taken further action to amend the Original Rights Agreement, as amended by the First Amendment, to extend the expiration of the Rights Agreement to October 15, 2027, as contemplated in the Second Amendment to Rights Agreement (the “Second Amendment”). The Second Amendment was approved by the Board on June 13, 2024, subject to stockholder approval, and the
Company’s stockholders approved the Amendment at the Company’s 2024 Annual Meeting of Stockholders held on July 31, 2024.

Each Right allows its holder to purchase from the Company one one-hundredth of a share of the Company’s Series B Junior Participating Preferred Stock (“Series B Preferred Stock”) for a purchase price of $3.50. Each fractional share of Series B Preferred Stock would give the stockholder approximately the same dividend, voting and liquidation rights as does one share of common stock. Prior to exercise, however, a Right does not give its holder any dividend, voting or liquidation rights.

    The Board entered into the Rights Agreement in an effort to preserve the value of the Company’s significant U.S. NOLs and other tax benefits. The Company’s ability to utilize its NOLs may be substantially limited if the Company experiences an “ownership change” within the meaning of Section 382 of the Internal Revenue Code of 1986, as amended (the “Code”). In general, an “ownership change” would occur if the percentage of the Company’s ownership by one or more “5-percent shareholders” (as defined in the Code) increases by more than 50 percent over the lowest percentage owned by such stockholders at any time during the prior three years. The Rights Agreement is designed to preserve the Company’s tax benefits by deterring transfers of common stock that could result in an “ownership change” under Section 382 of the Code. In general terms, the Rights Agreement imposes a significant penalty upon any person or group that acquires beneficial ownership (as defined under the Rights Agreement) of 4.99% or more of the outstanding common stock without the prior approval of the Board (an “Acquiring Person”). Any Rights held by an Acquiring Person are void and may not be exercised.

The Company also has a provision in its Amended and Restated Certificate of Incorporation (the “Charter Provision”) which generally prohibits transfers of its common stock that could result in an ownership change.
    
The Rights will not be exercisable until the earlier of (i) 10 days after a public announcement by the Company that a person or group has become an Acquiring Person; and (ii) 10 business days (or a later date determined by the Board) after a person or group begins a tender or an exchange offer that, if completed, would result in that person or group becoming an Acquiring Person.
    
    Until the date that the Rights become exercisable (the “Distribution Date”), common stock certificates will also evidence the Rights and will contain a notation to that effect. Any transfer of shares of common stock prior to the Distribution Date will constitute a transfer of the associated Rights. After the Distribution Date, the Rights will separate from the common stock and be evidenced by Right certificates, which the Company will mail to all holders of Rights that have not become void. After the Distribution Date, if a person or group already is or becomes an Acquiring Person, all holders of Rights, except the Acquiring Person, may exercise their Rights upon payment of the purchase price to purchase shares of common stock (or other securities or assets as determined by the Board) with a market value of two times the purchase price (a “Flip-in Event”). After the Distribution Date, if a Flip-in Event has already occurred and the Company is acquired in a merger or similar transaction, all holders of Rights, except the Acquiring Person, may exercise their Rights upon payment of the purchase price, to purchase shares of the acquiring or other appropriate entity with a market value of two times the purchase price of the Rights. Rights may be exercised to purchase Series B Preferred Stock only after the Distribution Date occurs and prior to the occurrence of a Flip-in Event as described above. A Distribution Date resulting from the commencement of a tender offer or an exchange offer as described in the second bullet point above could precede the occurrence of a Flip-in Event, in which case the Rights could be exercised to purchase Series B Preferred Stock. A Distribution Date resulting from any occurrence described in the first bullet point above would necessarily follow the occurrence of a Flip-in Event, in which case the Rights could be exercised to purchase shares of common stock (or other securities or assets) as described above.

    The Rights will expire on the earliest of (i) the Close of Business on October 15, 2027, or such earlier date as of which the Board determines that this Agreement is no longer necessary for the preservation of Tax Benefits, (ii) the time at which the Rights are redeemed as provided in Section 23, (iii) the time at which all exercisable Rights are exchanged as provided in Section 24, (iv) the Close of Business on the effective date of the repeal of Section 382 of the Code or any successor or replacement provision if the Board determines that this Agreement is no longer necessary for the preservation of Tax Benefits, and (v) the Close of Business on the first day of a taxable year of the Company to which the Board determines that no Tax Benefits may be carried forward.

    The Board may redeem all (but not less than all) of the Rights for a redemption price of $0.001 per Right at any time before the later of the Distribution Date and the date of the first public announcement or disclosure by the Company that a person or group has become an Acquiring Person. Once the Rights are redeemed, the right to exercise the Rights will terminate, and the only right of the holders of such Rights will be to receive the redemption price.
    The Board may adjust the purchase price of the Series B Preferred Stock, the number of shares of Series B Preferred Stock issuable and the number of outstanding Rights to prevent dilution that may occur as a result of certain events, including, among others, a stock dividend, a stock split or a reclassification of the Series B Preferred Stock or common stock.

    Before the time the Rights cease to be redeemable, the Board may amend or supplement the Rights Agreement without the consent of the holders of the Rights, except that no amendment may decrease the redemption price below $0.001 per Right.
v3.24.3
Equity
 9 Months Ended
Sep. 30, 2024
Equity [Abstract]  
Shelf Registration statement SHELF REGISTRATION STATEMENT
On June 30, 2022, the Company filed a shelf registration on Form S-3 with the SEC. Under the Form S-3, the Company may offer, issue and sell, from time to time, in one or more offerings and series, together or separately, shares of its common stock, shares of preferred stock, debt securities, subscription rights, purchase contracts, or units, which together shall have an aggregate initial offering price not to exceed $100,000. The registration statement was declared effective by the SEC on July 26, 2022. As of September 30, 2024, no securities had been offered or issued under the registration statement.
v3.24.3
Comprehensive Text Block List (Policies)
 9 Months Ended
Sep. 30, 2024
Text Block [Abstract]  
Adoption of New Accounting Pronouncements
Adoption of New Accounting Pronouncements

On January 1, 2023, the Company adopted Accounting Standards Update (“ASU”) 2016-13, “Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments”. This update was issued by the Financial Accounting Standards Board (the “FASB”) in June 2016. This standard requires an impairment model (known as the current expected credit loss (“CECL”) model) and replaces the methodology that recognizes impairment of financial instruments when losses have been incurred with a methodology that recognizes impairment of financial instruments when losses are expected. The new standard requires entities to use a forward-looking “expected loss” model for most financial instruments, including accounts receivable and unbilled services that is based on historical information, current information, and reasonable and supportable forecasts.

As a result of adopting the new standard, the Company recognized a cumulative increase to allowances for accounts receivable and unbilled services and a reduction to the 2023 opening balance of retained earnings of $51. Comparative periods prior to the adoption of this standard and their respective disclosures have not been adjusted. The adoption of ASU 2016-13 did not have a material impact on the Company’s Condensed Consolidated Financial Statements.
v3.24.3
REVENUE RECOGNITION (Tables)
 9 Months Ended
Sep. 30, 2024
Revenue from Contract with Customer [Abstract]  
Disaggregation of Revenue The following table presents our disaggregated revenues by revenue source. For additional information on the revenues by geographical segment, see Note 15 to the Condensed Consolidated Financial Statements.
Three Months Ended
 September 30,
 20242023
RPO$17,569 $18,876 
Contracting19,284 20,522 
Total Revenue$36,853 $39,398 
Nine Months Ended
September 30,
20242023
RPO$51,177 $62,316 
Contracting55,279 65,051 
Total Revenue$106,456 $127,367 
v3.24.3
ACCOUNT RECEIVABLE, NET (Tables)
 9 Months Ended
Sep. 30, 2024
Receivables [Abstract]  
Accounts Receivable, Allowance for Credit Loss
The following table summarizes the components of “Accounts receivable, net” as presented on the Condensed Consolidated Balance Sheets:
September 30,December 31,
Accounts Receivable:20242023
Billed receivables$17,741 $14,925 
Unbilled receivables7,106 5,163 
Accounts Receivable, Gross$24,847 $20,088 
Allowance for expected credit losses(372)(378)
Accounts Receivable, Net$24,475 $19,710 
The following table summarizes the total provision for expected credit losses and write-offs:
Three Months Ended
 September 30,		Nine Months Ended
September 30,
2024202320242023
Beginning balance$378 $102 $378 $51 
Provision for expected credit losses— 44 3 44 
Write-offs(6)— (9)— 
Cumulative-effect adjustment from adoption of ASU 2016-13, Credit Losses
— — — 51 
Ending Balance$372 $146 $372 $146 
v3.24.3
ACQUISITION (Tables)
 9 Months Ended
Sep. 30, 2024
Business Combinations [Abstract]  
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed
Below is a summary of the fair value of the net assets acquired on the acquisition date based on external valuations at the date of the Singapore Acquisition.
Fair Value
Assets Acquired:
Cash and cash equivalents$491 
Accounts receivable753 
Prepaid expenses and other assets88 
Property and equipment9 
Operating lease right-of-use assets32 
Deferred tax assets766 
Intangible assets212 
Goodwill847 
Assets Acquired$3,198 
Liabilities Assumed:
Accrued expenses and other current liabilities$580 
Other long-term liabilities44 
Liabilities Assumed$624 
Fair value of consideration transferred$2,574 
Schedule of Finite-Lived Intangible Assets Acquired as Part of Business Combination Intangible assets are amortized on a straight-line basis over their estimated useful lives. The following table sets forth the components of identifiable intangible assets acquired and their estimated useful lives on the date of the Singapore Acquisition.
Fair ValueUseful Life
Non-compete agreements
$28 5 years
Customer lists97 4 years
Trade name87 5 years
Total identifiable assets$212 
v3.24.3
STOCK-BASED COMPENSATION (Tables)
 9 Months Ended
Sep. 30, 2024
Share-Based Payment Arrangement [Abstract]  
Restricted stock unit, vesting information A summary of the quantity and vesting conditions for stock-based units granted to the Company’s employees for the nine months ended September 30, 2024 was as follows:
Vesting conditionsNumber of Restricted Stock Units Granted
Performance and service conditions - Type 1 (1) (2)
14,939 
Performance and service conditions - Type 2 (1) (2)
32,708 
Service conditions only - Type 1 (2)
12,540 
Total shares of stock award granted60,187 

(1)The performance conditions with respect to restricted stock units may be satisfied as follows: 
(a)For grants to Corporate office employees subject to 2024 performance conditions, 100% of the restricted stock units may be earned on the basis of performance as measured by a “group adjusted EBITDA”.

(2)To the extent restricted stock units are earned, such restricted stock units will vest on the basis of service as follows:
(a)33% and 66.6% for Type 1 and Type 2, respectively, of the restricted stock units will vest on the first anniversary of the grant date;
(b)33% and 16.7% for Type 1 and Type 2, respectively, of the restricted stock units will vest on the second anniversary of the grant date; and
(c)34% and 16.7% for Type 1 and Type 2, respectively, of the restricted stock units will vest on the third anniversary of the grant date; provided that, in each case, the employee remains employed by the Company from the grant date through the applicable service vesting date.
Schedule of stock-based compensation expense
For the three and nine months ended September 30, 2024 and 2023, the Company’s stock-based compensation expense related to restricted stock units and restricted shares of common stock were as follows:
Three Months Ended
 September 30,		Nine Months Ended
September 30,
2024202320242023
Restricted shares of common stock$— $— $— $16 
Restricted stock units 481 131 945 971 
Restricted stock units-cash settled liabilities— — 101 — 
Total$481 $131 $1,046 $987 
Changes in restricted stock units and shares Changes in the Company’s restricted stock units for the nine months ended September 30, 2024 and 2023 were as follows:
Nine Months Ended September 30, 2024
Performance-basedTime-based/Director Total
Number of Shares of Restricted Stock UnitsWeighted Average Grant-Date Fair ValueNumber of Shares of Restricted Stock UnitsWeighted Average Grant-Date Fair ValueNumber of Shares of Restricted Stock UnitsWeighted Average Grant-Date Fair Value
Unvested restricted stock units at January 1, 2024
95,264 $23.49 80,422 $16.50 175,686 $20.29 
Granted47,647 $14.51 30,080 $17.00 77,727 $15.47 
Vested(58,051)$22.27 (24,723)$18.34 (82,774)$21.09 
Forfeited(28,841)$22.27 (340)$17.72 (29,181)$22.22 
Unvested restricted stock units at September 30, 2024
56,019 $17.76 85,439 $16.13 141,458 $16.78 
 (a)    The number of shares earned above target are based on the performance target established by the Compensation Committee at the initial grant date.
Nine Months Ended September 30, 2023
Performance-basedTime-based/Director Total
Number of Shares of Restricted Stock UnitsWeighted Average Grant-Date Fair ValueNumber of Shares of Restricted Stock UnitsWeighted Average Grant-Date Fair ValueNumber of Shares of Restricted Stock UnitsWeighted Average Grant-Date Fair Value
Unvested restricted stock units at January 1, 2023
130,186 $23.56 33,390 $20.31 163,576 $22.89 
Granted28,841 $22.27 5,648 $21.00 34,489 $22.06 
Shares earned above target (a)3,940 $35.72 — $— 3,940 $35.72 
Vested(58,834)$22.10 (16,291)$19.46 (75,125)$21.53 
Forfeited(8,869)$35.10 (2,380)$14.54 (11,249)$30.75 
Unvested restricted stock units at September 30, 2023
95,264 $23.49 20,367 $21.86 115,631 $23.20 

(a)    The number of shares earned above target are based on the performance targets established by the Compensation Committee at the initial grant date.
There were no vested or unvested of restricted shares of common stock for nine months ended September 30, 2024. Changes in the Company’s restricted shares of common stock for the nine months ended September 30, 2023 were as follows:
 Nine Months Ended
September 30,
 2023
Number of
Restricted
Shares of Common Stock		Weighted
Average
Grant-Date
Fair Value
Unvested restricted shares of common stock at January 117,410 $9.57 
Vested(17,410)$9.57 
Unvested restricted shares of common stock at September 30,
— $— 
v3.24.3
EARNINGS (LOSS) PER SHARE (Tables)
 9 Months Ended
Sep. 30, 2024
Earnings Per Share [Abstract]  
Schedule of earnings per share, basic and diluted A reconciliation of the numerators and denominators of the basic and diluted earnings (loss) per share calculations for the three and nine months ended September 30, 2024 and 2023 were as follows:
 Three Months Ended
 September 30,		Nine Months Ended
September 30,
2024202320242023
Earnings (loss) per share (“EPS”):    
Basic$(0.28)$0.17 $(1.39)$0.48 
Diluted$(0.28)$0.17 $(1.39)$0.47 
EPS numerator - basic and diluted:
Net (loss) income$(846)$533 $(4,185)$1,465 
EPS denominator (in thousands):   
Weighted average common stock outstanding - basic2,975 3,068 3,009 3,062 
Common stock equivalents: restricted stock units and restricted shares of common stock— 
(a)
73 — 
(a)
72 
Weighted average number of common stock outstanding - diluted
2,975 3,141 3,009 3,134 


(a)    The diluted weighted average number of shares of common stock outstanding did not differ from the basic weighted average number of shares of common stock outstanding because the effects of any potential common stock equivalents (see Note 7 to the Condensed Consolidated Financial Statements for further details on unvested restricted stock units) were anti-dilutive and therefore not included in the calculation of the denominator of dilutive earnings per share.
Schedule of antidilutive securities excluded from computation of earnings per share The weighted average number of shares outstanding used in the computation of diluted net earnings per share for the three and nine months ended September 30, 2024 and 2023 did not include the effect of the following potentially outstanding shares of common stock because the effect would have been anti-dilutive:
Three Months Ended
 September 30,		Nine Months Ended
September 30,
2024202320242023
Unvested restricted stock units— 22,540 — 300 
Total— 22,540 — 300 
v3.24.3
GOODWILL AND INTANGIBLE ASSETS (Tables)
 9 Months Ended
Sep. 30, 2024
Goodwill and Intangible Assets Disclosure [Abstract]  
Schedule of goodwill
For the nine months ended September 30, 2024 and the twelve months ended December 31, 2023, the changes in carrying amount of goodwill were as follows:

Carrying Value
2024
Goodwill, January 1,$5,749 
Currency translation22 
Goodwill, September 30, 2024
$5,771 
Carrying Value
2023
Goodwill, January 1,$4,875 
Acquisitions847 
Currency translation27 
Goodwill, December 31, 2023
$5,749 
Schedule of Finite-Lived Intangible Assets
September 30, 2024Weighted Average Remaining Amortization Useful Lives
(in years)		Gross Carrying
Amount		Accumulated
Amortization		Net Carrying
Amount
Non-compete agreements3.0$148 $(112)$36 
Trade name6.21,640 (678)962 
Customer lists2.83,960 (2,224)1,736 
Developed technology
0.4657 (632)25 
$6,405 $(3,646)$2,759 

December 31, 2023Weighted Average Remaining Amortization Useful Lives
(in years)		Gross Carrying
Amount		Accumulated
Amortization		Net Carrying
Amount
Non-compete agreements3.4$147 $(98)$49 
Trade name6.71,638 (515)1,123 
Customer lists3.53,957 (1,690)2,267 
Developed technology
0.9657 (468)189 
$6,399 $(2,771)$3,628 
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense
Estimated future amortization expense for intangible assets for the remainder of the fiscal year ending December 31, 2024, and for each of the next fiscal years are as follows:

2024$256 
2025872 
2026637 
2027551 
2028130 
Thereafter313 
$2,759 
Schedule of Amortization Intangible Assets
The change in the book value of amortizable intangible assets is as follows:

January 1, 2024
Beginning Balance
AmortizationTranslation and Other
September 30, 2024
Ending Balance
Non-compete agreements$49 $(14)$1 $36 
Trade name1,123 (163)2 962 
Customer lists2,267 (534)3 1,736 
Developed technology
189 (164)— 25 
$3,628 $(875)$6 $2,759 
v3.24.3
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH (Tables)
 9 Months Ended
Sep. 30, 2024
Restricted Cash and Investments [Abstract]  
Schedule of restricted cash and cash equivalents Cash, cash equivalents, and restricted cash as reported within the accompanying Condensed Consolidated Balance Sheets as of September 30, 2024 and December 31, 2023 was as follows: 
September 30,
2024		December 31,
2023
Cash and cash equivalents$15,835 $22,611 
Restricted cash, current457 354 
Restricted cash, non-current201 205 
Total cash, cash equivalents, and restricted cash$16,493 $23,170 
v3.24.3
COMMITMENTS AND CONTINGENCIES (Tables)
 9 Months Ended
Sep. 30, 2024
Commitments and Contingencies Disclosure [Abstract]  
Lessee, Operating Lease, Liability, Maturity As of September 30, 2024, future minimum operating lease payments are as follows:
202420252026202720282029Total
Minimum lease payments$219 $648 $168 $93 $95 $78 $1,301 
v3.24.3
SEGMENT AND GEOGRAPHIC DATA (Tables)
 9 Months Ended
Sep. 30, 2024
Segment Reporting [Abstract]  
Schedule of segment reporting information
AmericasAsia PacificEMEACorporateInter-Segment EliminationTotal
For The Three Months Ended September 30, 2024
Revenue, from external customers$7,578 $22,560 $6,715 $— $— $36,853 
Inter-segment revenue28 1 8 — (37)— 
Total revenue$7,606 $22,561 $6,723 $— $(37)$36,853 
Adjusted net revenue, from external customers (a)
$6,634 $7,847 $4,122 $— $— $18,603 
Inter-segment adjusted net revenue29 (27)(2)— — — 
Total adjusted net revenue$6,663 $7,820 $4,120 $— $— $18,603 
EBITDA (loss) (b)
$351 $312 $42 $(988)$— $(283)
Depreciation and amortization(308)(40)(6)(4)— (358)
Intercompany dividend/interest (expense) income, net— (134)— 134 — — 
Interest income, net— 2 — 91 — 93 
Provision for income taxes(44)(111)(94)(49)— (298)
Net income (loss)$(1)$29 $(58)$(816)$— $(846)
For The Nine Months Ended September 30, 2024
Revenue, from external customers$20,544 $66,718 $19,194 $— $— $106,456 
Inter-segment revenue142 1 42 — (185)— 
Total revenue$20,686 $66,719 $19,236 $— $(185)$106,456 
Adjusted net revenue, from external customers (a)
$18,783 $22,020 $11,745 $— $— $52,548 
Inter-segment adjusted net revenue142 (166)24 — — — 
Total adjusted net revenue$18,925 $21,854 $11,769 $— $— $52,548 
EBITDA (loss) (b)
$(111)$(65)$459 $(3,243)$— $(2,960)
Depreciation and amortization(889)(124)(20)(9)— (1,042)
Intercompany dividend/interest (expense) income, net— (397)— 397 — — 
Interest income, net— 7 — 273 — 280 
Provision for income taxes(111)90 (347)(95)— (463)
Net income (loss)$(1,111)$(489)$92 $(2,677)$— $(4,185)
As of September 30, 2024
Accounts receivable, net$5,103 $12,315 $7,057 $— $— $24,475 
Long-lived assets, net of accumulated depreciation and amortization (c)
$6,908 $1,865 $27 $31 $— $8,831 
Total assets$14,199 $24,269 $11,356 $7,330 $— $57,154 
AmericasAsia PacificEMEACorporateInter-
Segment
Elimination		Total
For The Three Months Ended September 30, 2023    
Revenue, from external customers$7,167 $26,106 $6,125 $— $— $39,398 
Inter-segment revenue119 — 18 — (137)— 
Total revenue$7,286 $26,106 $6,143 $— $(137)$39,398 
Adjusted net revenue, from external customers (a)
$6,854 $8,694 $3,822 $— $— $19,370 
Inter-segment adjusted net revenue119 (109)(19)— 9 — 
Total adjusted net revenue (a)
$6,973 $8,585 $3,803 $— $9 $19,370 
EBITDA (loss) (b)
$20 $1,890 $(300)$(363)$— $1,247 
Depreciation and amortization(313)(52)(7)(2)— (374)
Intercompany (expense) interest income, net— (128)— 128 — — 
Interest (expense) income, net— 2 — 88 — 90 
Provision for income taxes(44)(520)26 108 — (430)
Net income (loss)$(337)$1,192 $(281)$(41)$— $533 
For The Nine Months Ended September 30, 2023    
Revenue, from external customers$25,008 $81,784 $20,575 $— $— $127,367 
Inter-segment revenue230 — (6)— (224)— 
Total revenue$25,238 $81,784 $20,569 $— $(224)$127,367 
Adjusted net revenue, from external customers (a)
$24,097 $26,734 $12,886 $— $— $63,717 
Inter-segment adjusted net revenue230 (147)(66)— (17)— 
Total adjusted net revenue$24,327 $26,587 $12,820 $— $(17)$63,717 
EBITDA (loss) (b)
$(876)$5,455 $995 $(2,169)$— $3,405 
Depreciation and amortization(936)(111)(22)(7)— (1,076)
Intercompany (expense) interest income, net— (375)1,218 375 (1,218)— 
Interest (expense) income, net— 6 — 278 — 284 
(Provision for) benefit from income taxes111 (1,440)(387)568 — (1,148)
Net income (loss)$(1,701)$3,535 $1,804 $(955)$(1,218)$1,465 
As of December 31, 2023      
Accounts receivable, net$5,502 $9,280 $4,928 $— $— $19,710 
Long-lived assets, net of accumulated depreciation and amortization (c)
$7,773 $1,954 $33 $38 $— $9,798 
Total assets$17,632 $23,604 $11,064 $8,658 $— $60,958 

(a)Adjusted net revenue is net of the Direct contracting costs and reimbursed expenses caption on the Condensed Consolidated Statements of Operations. Direct contracting costs and reimbursed expenses include the direct staffing costs of salaries, payroll taxes, employee benefits, travel expenses, and insurance costs for the Company’s contractors and reimbursed out-of-pocket expenses and other direct costs. The region where services are provided, the mix of RPO and contracting, and the functional nature of the staffing services provided can affect operating income and EBITDA. The salaries, commissions, payroll taxes, and employee benefits related to recruitment professionals are included under the caption “Salaries and related” in the Condensed Consolidated Statements of Operations.

(b)SEC Regulation S-K Item 229.10(e)1(ii)(A) defines EBITDA as earnings before interest, taxes, depreciation and amortization. EBITDA is presented to provide additional information to investors about the Company’s operations on a basis consistent with the measures that the Company uses to manage its operations and evaluate its performance.
Management also uses this measurement to evaluate working capital requirements. EBITDA should not be considered in isolation or as a substitute for operating income and net income prepared in accordance with U.S. GAAP or as a measure of the Company’s profitability.

(c)Comprised of property and equipment, intangible assets and goodwill, net of accumulated depreciation and amortization.
Revenue and long-lived assets by geographic area A summary of revenues for the three and nine months ended September 30, 2024 and 2023 and net assets by geographic area as of September 30, 2024 and 2023 and as of December 31, 2023, were as follows:
AustraliaUnited
States		United
Kingdom		OtherTotal
For The Three Months Ended September 30, 2024  
Revenue (a)
$18,089 $7,233 $5,913 $5,618 $36,853 
For The Three Months Ended September 30, 2023  
Revenue (a)
$23,620 $6,706 $5,807 $3,265 $39,398 
For The Nine Months Ended September 30, 2024
Revenue (a)
$54,770 $19,577 $17,317 $14,792 $106,456 
For The Nine Months Ended September 30, 2023
Revenue (a)
$73,414 $23,501 $19,503 $10,949 $127,367 
As of September 30, 2024    
Long-lived assets, net of accumulated depreciation and amortization (b)
$28 $6,938 $17 $1,848 $8,831 
Net assets$8,195 $17,670 $4,271 $12,804 $42,940 
As of December 31, 2023    
Long-lived assets, net of accumulated depreciation and amortization (b)
$49 $7,811 $33 $1,905 $9,798 
Net assets$9,634 $22,585 $5,084 $11,251 $48,554 
  
(a) Revenue by geographic region disclosed above is net of any inter-segment revenue and, therefore, represents only revenue from external customers according to the location of the operating subsidiary.

(b) Comprised of property and equipment, intangible assets and goodwill, net of accumulated depreciation and amortization.
v3.24.3
DESCRIPTION OF BUSINESS (Details)
 9 Months Ended
Sep. 30, 2024
Segment
Country
Description of Business [Abstract]  
Number of reportable segments | Segment 3
Number of countries in which entity operates | Country 14
v3.24.3
ACCOUNTING PRONOUNCEMENTS (Details) - USD ($)
$ in Thousands
Sep. 30, 2024
Dec. 31, 2023
Jan. 01, 2023
Accounting Policies [Abstract]      
Accumulated deficit $ 429,432 $ 425,247 $ 51
v3.24.3
REVENUE RECOGNITION - Narrative (Details) - USD ($)
$ in Thousands
 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Dec. 31, 2022
Revenue from Contract with Customer [Abstract]      
Bonuses approved and paid $ 0 $ 500  
Deferred revenue $ 108   $ 96
v3.24.3
REVENUE RECOGNITION - Disaggregation of Revenue (Details) - USD ($)
$ in Thousands
 3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Disaggregation of Revenue [Line Items]        
Revenue $ 36,853 $ 39,398 $ 106,456 $ 127,367
RPO Recruitment        
Disaggregation of Revenue [Line Items]        
Revenue 17,569 18,876 51,177 62,316
Contracting        
Disaggregation of Revenue [Line Items]        
Revenue $ 19,284 $ 20,522 $ 55,279 $ 65,051
v3.24.3
ACCOUNT RECEIVABLE, NET - Narrative (Details) - USD ($)
$ in Thousands
Sep. 30, 2024
Dec. 31, 2023
Receivables [Abstract]    
Unbilled receivables $ 7,106 $ 5,163
v3.24.3
ACCOUNT RECEIVABLE, NET - Components of Accounts Receivable (Details) - USD ($)
$ in Thousands
Sep. 30, 2024
Jun. 30, 2024
Dec. 31, 2023
Sep. 30, 2023
Jun. 30, 2023
Dec. 31, 2022
Receivables [Abstract]            
Billed receivables $ 17,741   $ 14,925      
Unbilled receivables 7,106   5,163      
Accounts Receivable, Gross 24,847   20,088      
Allowance for expected credit losses (372) $ (378) (378) $ (146) $ (102) $ (51)
Accounts Receivable, Net $ 24,475   $ 19,710      
v3.24.3
ACCOUNT RECEIVABLE, NET - Schedule of Provision (Details) - USD ($)
$ in Thousands
 3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
New Accounting Pronouncements or Change in Accounting Principle [Line Items]        
Beginning balance $ 378 $ 102 $ 378 $ 51
Provision for expected credit losses 0 44 3 44
Write-offs (6) 0 (9) 0
Ending Balance 372 146 372 146
Accounting Standards Update 2016-13        
New Accounting Pronouncements or Change in Accounting Principle [Line Items]        
Beginning balance $ 0 $ 0 $ 0 $ 51
v3.24.3
ACQUISITION - Narrative (Details) - Singapore Acquisition
$ in Thousands
Oct. 31, 2023
USD ($)
Business Acquisition [Line Items]  
Payments to acquire businesses $ 2,546
Contingent consideration payable 317
Consideration transferred 2,574
Business combination, preliminary working capital adjustment 28
Cash and cash equivalents 491
Transaction costs $ 13
v3.24.3
ACQUISITION - Assets Acquired and Liabilities Assumed (Details) - USD ($)
$ in Thousands
Sep. 30, 2024
Dec. 31, 2023
Oct. 31, 2023
Dec. 31, 2022
Business Acquisition [Line Items]        
Goodwill $ 5,771 $ 5,749   $ 4,875
Singapore Acquisition        
Business Acquisition [Line Items]        
Cash and cash equivalents     $ 491  
Accounts receivable     753  
Prepaid expenses and other assets     88  
Property and equipment     9  
Operating lease right-of-use assets     32  
Deferred tax assets     766  
Intangible assets     212  
Goodwill     847  
Assets Acquired     3,198  
Accrued expenses and other current liabilities     580  
Other long-term liabilities     44  
Liabilities Assumed     624  
Fair value of consideration transferred     $ 2,574  
v3.24.3
ACQUISITION - Intangible Assets Acquired (Details) - Singapore Acquisition
$ in Thousands
Oct. 31, 2023
USD ($)
Business Acquisition [Line Items]  
Intangible assets acquired $ 212
Non-compete agreements  
Business Acquisition [Line Items]  
Intangible assets acquired $ 28
Useful Life 5 years
Customer lists  
Business Acquisition [Line Items]  
Intangible assets acquired $ 97
Useful Life 4 years
Trade name  
Business Acquisition [Line Items]  
Intangible assets acquired $ 87
Useful Life 5 years
v3.24.3
STOCK-BASED COMPENSATION - Narrative (Details) - USD ($)
$ / shares in Units, $ in Thousands
 3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
May 17, 2022
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]          
Common stock, capital shares reserved for future issuance         250,000
Common stock reserved for issuance to participants 116,546   116,546    
Granted, Number of share of restricted stock (shares)     60,187    
Granted, weighted average grant date fair value (usd per share)     $ 15.47    
Stock-based compensation $ 481 $ 131 $ 1,046 $ 987  
Restricted stock units, type 1 and 2          
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]          
Granted, Number of share of restricted stock (shares)     47,647    
Restricted stock units, time          
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]          
Granted, Number of share of restricted stock (shares)     12,540    
Restricted stock units          
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]          
Granted, Number of share of restricted stock (shares)     77,727 34,489  
Total compensation cost not yet recognized 704   $ 704    
Weighted average service period     9 months 18 days    
Granted, weighted average grant date fair value (usd per share)       $ 22.06  
Stock-based compensation $ 481 $ 131 $ 945 $ 971  
Restricted stock units, type 1          
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]          
Granted, Number of share of restricted stock (shares)     14,939    
Restricted stock units, type 2          
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]          
Granted, Number of share of restricted stock (shares)     32,708    
Restricted stock units, type 2 | Vesting period two          
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]          
Granted, Number of share of restricted stock (shares)       28,841  
Non-Employee Director | Restricted stock units          
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]          
Granted, Number of share of restricted stock (shares)     17,540    
Number outstanding 231,406   231,406    
v3.24.3
STOCK-BASED COMPENSATION - Stock-based Compensation Expense (Details) - USD ($)
$ in Thousands
 3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]        
Stock-based compensation $ 481 $ 131 $ 1,046 $ 987
Restricted common stock        
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]        
Stock-based compensation 0 0 0 16
Restricted stock units        
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]        
Stock-based compensation 481 131 945 971
Restricted stock units-cash settled liabilities        
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]        
Stock-based compensation $ 0 $ 0 $ 101 $ 0
v3.24.3
STOCK-BASED COMPENSATION - Vesting Conditions (Details) - shares
 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]    
Granted, Number of share of restricted stock (shares) 60,187  
Restricted stock units, type 1    
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]    
Granted, Number of share of restricted stock (shares) 14,939  
Restricted stock units, type 1 | First Anniversary    
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]    
Vesting rights, percentage 33.00%  
Restricted stock units, type 1 | Second Anniversary    
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]    
Vesting rights, percentage 33.00%  
Restricted stock units, type 1 | Third Anniversary    
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]    
Vesting rights, percentage 34.00%  
Restricted stock units, type 2    
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]    
Granted, Number of share of restricted stock (shares) 32,708  
Restricted stock units, type 2 | First Anniversary    
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]    
Vesting rights, percentage 66.60%  
Restricted stock units, type 2 | Second Anniversary    
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]    
Granted, Number of share of restricted stock (shares)   28,841
Vesting rights, percentage 16.70%  
Restricted stock units, type 2 | Third Anniversary    
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]    
Vesting rights, percentage 16.70%  
Restricted stock units, time    
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]    
Granted, Number of share of restricted stock (shares) 12,540  
v3.24.3
STOCK-BASED COMPENSATION - Restricted Stock Units and Shares (Details) - USD ($)
 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Dec. 31, 2023
Dec. 31, 2022
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]        
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value $ 16.78   $ 20.29  
Granted, Number of share of restricted stock (shares) 60,187      
Granted, weighted average grant date fair value (usd per share) $ 15.47      
Vested, weighted average grant date fair value (usd per share) 21.09      
Forfeited, weighted average grant date fair value (usd per share) $ 22.22      
Performance-based        
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]        
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number 56,019 95,264 95,264 130,186
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value $ 17.76 $ 23.49 $ 23.49 $ 23.56
Granted, Number of share of restricted stock (shares) 47,647 28,841    
Granted, weighted average grant date fair value (usd per share) $ 14.51 $ 22.27    
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period Above Target   $ 3,940    
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period Above Target, Weighted Average Grant Date Fair Value   $ 35.72    
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period (58,051) (58,834)    
Vested, weighted average grant date fair value (usd per share) $ 22.27 $ 22.10    
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Forfeited in Period (28,841) (8,869)    
Forfeited, weighted average grant date fair value (usd per share) $ 22.27 $ 35.10    
Time-based/Director        
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]        
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number 85,439 20,367 80,422 33,390
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value $ 16.13 $ 21.86 $ 16.50 $ 20.31
Granted, Number of share of restricted stock (shares) 30,080 5,648    
Granted, weighted average grant date fair value (usd per share) $ 17.00 $ 21.00    
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period Above Target   $ 0    
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period Above Target, Weighted Average Grant Date Fair Value   $ 0    
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period (24,723) (16,291)    
Vested, weighted average grant date fair value (usd per share) $ 18.34 $ 19.46    
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Forfeited in Period (340) (2,380)    
Forfeited, weighted average grant date fair value (usd per share) $ 17.72 $ 14.54    
Restricted stock units        
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]        
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number 141,458 115,631 175,686 163,576
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value   $ 23.20   $ 22.89
Granted, Number of share of restricted stock (shares) 77,727 34,489    
Granted, weighted average grant date fair value (usd per share)   $ 22.06    
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period Above Target   $ 3,940    
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period Above Target, Weighted Average Grant Date Fair Value   $ 35.72    
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period (82,774) (75,125)    
Vested, weighted average grant date fair value (usd per share)   $ 21.53    
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Forfeited in Period (29,181) (11,249)    
Forfeited, weighted average grant date fair value (usd per share)   $ 30.75    
Restricted stock        
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]        
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number   0   17,410
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value   $ 0   $ 9.57
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period   (17,410)    
Vested, weighted average grant date fair value (usd per share)   $ 9.57    
v3.24.3
INCOME TAXES (Details) - USD ($)
$ in Thousands
 3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Mar. 31, 2023
Sep. 30, 2024
Sep. 30, 2023
Dec. 31, 2023
Income Tax Examination [Line Items]            
Provision for income taxes $ 298 $ 430   $ 463 $ 1,148  
Pre-tax income (loss) (548) $ 963   $ (3,722) $ 2,613  
Effective income tax rate       (12.00%) 44.00%  
U.S. Federal statutory rate       21.00%    
Unrecognized tax benefits           $ 60
Income tax penalties and interest accrued 31     $ 31   $ 27
Possible decrease of unrecognized tax benefits $ 0     $ 0    
Tax Authority, Spain            
Income Tax Examination [Line Items]            
Provision for income taxes     $ (408)      
v3.24.3
EARNINGS (LOSS) PER SHARE - Computation of Basic and Diluted Earnings (Loss) Per Share (Details) - USD ($)
$ / shares in Units, shares in Thousands, $ in Thousands
 3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Earnings Per Share [Abstract]        
Basic (in dollars per share) $ (0.28) $ 0.17 $ (1.39) $ 0.48
Diluted (in dollars per share) $ (0.28) $ 0.17 $ (1.39) $ 0.47
Net (loss) income $ (846) $ 533 $ (4,185) $ 1,465
Basic (in shares) 2,975 3,068 3,009 3,062
Common stock equivalents: stock options and restricted stock units 0 73 0 72
Weighted-average number of common stock outstanding - diluted (in shares) 2,975 3,141 3,009 3,134
v3.24.3
EARNINGS (LOSS) PER SHARE - Antidilutive Securities Excluded From The Computation of Earnings (Loss) Per Share (Details) - shares
 3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]        
Antidilutive securities excluded from computation of earnings per share 0 22,540 0 300
Unvested restricted stock units        
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]        
Antidilutive securities excluded from computation of earnings per share 0 22,540 0 300
v3.24.3
GOODWILL AND INTANGIBLE ASSETS - Narrative (Details) - USD ($)
$ in Thousands
 3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2024
Sep. 30, 2023
Dec. 31, 2023
Oct. 31, 2023
Dec. 31, 2022
Goodwill [Line Items]            
Goodwill $ 5,771 $ 5,771   $ 5,749   $ 4,875
Amortization expense of intangible assets 293 875        
Impairment of intangible assets   0 $ 0      
Accumulated Amortization $ (3,646) $ (3,646)   $ (2,771)    
Singapore Acquisition            
Goodwill [Line Items]            
Goodwill         $ 847  
v3.24.3
GOODWILL AND INTANGIBLE ASSETS - Schedule of Goodwill (Details) - USD ($)
$ in Thousands
 9 Months Ended 12 Months Ended
Sep. 30, 2024
Dec. 31, 2023
Goodwill [Roll Forward]    
Goodwill, January 1, $ 5,749 $ 4,875
Acquisitions   847
Currency translation 22 27
Goodwill, ending balance $ 5,771 $ 5,749
v3.24.3
GOODWILL AND INTANGIBLE ASSETS - Intangible Assets (Details) - USD ($)
$ in Thousands
 3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2024
Dec. 31, 2023
Finite-Lived Intangible Assets [Line Items]      
Gross Carrying Amount $ 6,405 $ 6,405 $ 6,399
Accumulated Amortization (3,646) (3,646) (2,771)
Net Carrying Amount 2,759 2,759 $ 3,628
Amortization expense of intangible assets $ 293 $ 875  
Non-compete agreements      
Finite-Lived Intangible Assets [Line Items]      
Average Remaining Amortization Useful Lives (in years) 3 years 3 years 3 years 4 months 24 days
Gross Carrying Amount $ 148 $ 148 $ 147
Accumulated Amortization (112) (112) (98)
Net Carrying Amount $ 36 36 $ 49
Amortization expense of intangible assets   $ 14  
Trade name      
Finite-Lived Intangible Assets [Line Items]      
Average Remaining Amortization Useful Lives (in years) 6 years 2 months 12 days 6 years 2 months 12 days 6 years 8 months 12 days
Gross Carrying Amount $ 1,640 $ 1,640 $ 1,638
Accumulated Amortization (678) (678) (515)
Net Carrying Amount $ 962 962 $ 1,123
Amortization expense of intangible assets   $ 163  
Customer lists      
Finite-Lived Intangible Assets [Line Items]      
Average Remaining Amortization Useful Lives (in years) 2 years 9 months 18 days 2 years 9 months 18 days 3 years 6 months
Gross Carrying Amount $ 3,960 $ 3,960 $ 3,957
Accumulated Amortization (2,224) (2,224) (1,690)
Net Carrying Amount $ 1,736 1,736 $ 2,267
Amortization expense of intangible assets   $ 534  
Developed technology      
Finite-Lived Intangible Assets [Line Items]      
Average Remaining Amortization Useful Lives (in years) 4 months 24 days 4 months 24 days 10 months 24 days
Gross Carrying Amount $ 657 $ 657 $ 657
Accumulated Amortization (632) (632) (468)
Net Carrying Amount $ 25 25 $ 189
Amortization expense of intangible assets   $ 164  
v3.24.3
GOODWILL AND INTANGIBLE ASSETS - Future Amortization Expense (Details) - USD ($)
$ in Thousands
Sep. 30, 2024
Dec. 31, 2023
Goodwill and Intangible Assets Disclosure [Abstract]    
2024 $ 256  
2025 872  
2026 637  
2027 551  
2028 130  
Thereafter 313  
Net Carrying Amount $ 2,759 $ 3,628
v3.24.3
GOODWILL AND INTANGIBLE ASSETS - Amortization Intangible Assets (Details) - USD ($)
$ in Thousands
 3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2024
Finite-Lived Intangible Assets [Line Items]    
January 1, 2024 Beginning Balance   $ 3,628
Amortization $ (293) (875)
Translation and Other   6
September 30, 2024 Ending Balance 2,759 2,759
Non-compete agreements    
Finite-Lived Intangible Assets [Line Items]    
January 1, 2024 Beginning Balance   49
Amortization   (14)
Translation and Other   1
September 30, 2024 Ending Balance 36 36
Trade name    
Finite-Lived Intangible Assets [Line Items]    
January 1, 2024 Beginning Balance   1,123
Amortization   (163)
Translation and Other   2
September 30, 2024 Ending Balance 962 962
Customer lists    
Finite-Lived Intangible Assets [Line Items]    
January 1, 2024 Beginning Balance   2,267
Amortization   (534)
Translation and Other   3
September 30, 2024 Ending Balance 1,736 1,736
Developed technology    
Finite-Lived Intangible Assets [Line Items]    
January 1, 2024 Beginning Balance   189
Amortization   (164)
Translation and Other   0
September 30, 2024 Ending Balance $ 25 $ 25
v3.24.3
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH (Details) - USD ($)
$ in Thousands
Sep. 30, 2024
Dec. 31, 2023
Sep. 30, 2023
Dec. 31, 2022
Restricted Cash and Investments [Abstract]        
Cash and cash equivalents $ 15,835 $ 22,611    
Restricted cash, current 457 354    
Restricted cash, non-current 201 205    
Total cash, cash equivalents, and restricted cash $ 16,493 $ 23,170 $ 21,976 $ 27,477
v3.24.3
COMMITMENTS AND CONTINGENCIES - Narrative (Details)
 3 Months Ended 9 Months Ended
Oct. 31, 2023
SGD ($)
Apr. 08, 2019
AUD ($)
Sep. 30, 2024
USD ($)
Sep. 30, 2023
USD ($)
Sep. 30, 2024
USD ($)
Sep. 30, 2023
USD ($)
Commitments And Contingencies [Line Items]            
Operating lease, cost         $ 1,010,000 $ 877,000
Operating lease, weighted average remaining lease term     2 years 6 months   2 years 6 months  
Minimum            
Commitments And Contingencies [Line Items]            
Lessee, operating lease, remaining lease term     1 year   1 year  
Maximum            
Commitments And Contingencies [Line Items]            
Lessee, operating lease, remaining lease term     4 years   4 years  
NAB Facility Agreement | Line of Credit            
Commitments And Contingencies [Line Items]            
Line of credit facility, maximum borrowing capacity   $ 4,000,000        
Debt instrument, basis spread on variable rate   1.60%        
Debt instrument, termination of debt notice   90 days        
Note payable – long term     $ 0   $ 0  
Interest expense     $ 4,000 $ 4,000 $ 13,000 $ 13,000
Number of times EBITDA must be paid   2        
Tangible net worth, minimum   $ 2,500,000        
Tangible assets, minimum     25.00%   25.00%  
HSBC Facility Agreement | Line of Credit            
Commitments And Contingencies [Line Items]            
Line of credit facility, maximum borrowing capacity $ 1,000,000          
Debt instrument, basis spread on variable rate   3.50%        
Interest expense         $ 6,000  
Debt instrument, term 60 days          
v3.24.3
COMMITMENTS AND CONTINGENCIES - Operating Lease Payments (Details)
$ in Thousands
Sep. 30, 2024
USD ($)
Commitments and Contingencies Disclosure [Abstract]  
2024 $ 219
2025 648
2026 168
2027 93
2028 95
2029 78
Total $ 1,301
v3.24.3
STOCKHOLDERS' EQUITY (Details) - USD ($)
 3 Months Ended 9 Months Ended
Jan. 29, 2024
Sep. 30, 2024
Jun. 30, 2024
Sep. 30, 2024
Aug. 08, 2023
Jul. 30, 2015
Equity, Class of Treasury Stock [Line Items]            
Authorized amount of stock repurchase program         $ 5,000 $ 10,000,000
June 2015 & August 2023 Authorization            
Equity, Class of Treasury Stock [Line Items]            
Purchase of treasury stock (in shares) 44,250 69,567   154,084    
Purchase of treasury stock (including payment of tax withholdings) $ 655,000 $ 1,181,000   $ 2,495,000    
Aggregate shares repurchased to date (in shares)   667,496   667,496    
Aggregate shares repurchased to date   $ 12,882,000   $ 12,882,000    
August 8 2023 Authorization            
Equity, Class of Treasury Stock [Line Items]            
Remaining authorized repurchase amount   $ 2,119,000   $ 2,119,000    
Open Market Share Purchases            
Equity, Class of Treasury Stock [Line Items]            
Purchase of treasury stock (in shares)     40,267 36,842    
Purchase of treasury stock (including payment of tax withholdings)     $ 659,000 $ 774,000    
v3.24.3
SEGMENT AND GEOGRAPHIC DATA - Segment Information (Details)
$ in Thousands
 3 Months Ended 9 Months Ended
Sep. 30, 2024
USD ($)
Sep. 30, 2023
USD ($)
Sep. 30, 2024
USD ($)
Segment
Sep. 30, 2023
USD ($)
Dec. 31, 2023
USD ($)
Segment Reporting Information [Line Items]          
Number of reportable segments | Segment     3    
Revenue, from external customers $ 36,853 $ 39,398 $ 106,456 $ 127,367  
Inter-segment revenue 0 0 0 0  
Revenue 36,853 39,398 106,456 127,367  
Adjusted net revenue, from external customers 18,603 19,370 52,548 63,717  
Inter-segment adjusted net revenue 0 0 0 0  
Total adjusted net revenue 18,603 19,370 52,548 63,717  
EBITDA (loss) (283) 1,247 (2,960) 3,405  
Depreciation and amortization (358) (374) (1,042) (1,076)  
Intercompany dividend/interest (expense) income, net 0 0 0 0  
Interest income, net 93 90 280 284  
(Loss) income before income taxes (548) 963 (3,722) 2,613  
Provision for income taxes (298) (430) (463) (1,148)  
Net (loss) income (846) 533 (4,185) 1,465  
Accounts receivable, net 24,475 19,710 24,475 19,710 $ 19,710
Long-lived assets, net of accumulated depreciation and amortization 8,831 9,798 8,831 9,798  
Total assets 57,154 60,958 57,154 60,958 $ 60,958
Inter-Segment Elimination          
Segment Reporting Information [Line Items]          
Revenue, from external customers 0 0 0 0  
Inter-segment revenue (37) (137) (185) (224)  
Revenue (37) (137) (185) (224)  
Adjusted net revenue, from external customers 0 0 0 0  
Inter-segment adjusted net revenue 0 9 0 (17)  
Total adjusted net revenue 0 9 0 (17)  
EBITDA (loss) 0 0 0 0  
Depreciation and amortization 0 0 0 0  
Intercompany dividend/interest (expense) income, net 0 0 0 (1,218)  
Interest income, net 0 0 0 0  
Provision for income taxes 0 0 0 0  
Net (loss) income 0 0 0 (1,218)  
Accounts receivable, net 0 0 0 0  
Long-lived assets, net of accumulated depreciation and amortization 0 0 0 0  
Total assets 0 0 0 0  
Hudson Americas | Operating Segments          
Segment Reporting Information [Line Items]          
Revenue, from external customers 7,578 7,167 20,544 25,008  
Inter-segment revenue 28 119 142 230  
Revenue 7,606 7,286 20,686 25,238  
Adjusted net revenue, from external customers 6,634 6,854 18,783 24,097  
Inter-segment adjusted net revenue 29 119 142 230  
Total adjusted net revenue 6,663 6,973 18,925 24,327  
EBITDA (loss) 351 20 (111) (876)  
Depreciation and amortization (308) (313) (889) (936)  
Intercompany dividend/interest (expense) income, net 0 0 0 0  
Interest income, net 0 0 0 0  
Provision for income taxes (44) (44) (111) 111  
Net (loss) income (1) (337) (1,111) (1,701)  
Accounts receivable, net 5,103 5,502 5,103 5,502  
Long-lived assets, net of accumulated depreciation and amortization 6,908 7,773 6,908 7,773  
Total assets 14,199 17,632 14,199 17,632  
Hudson Asia Pacific | Operating Segments          
Segment Reporting Information [Line Items]          
Revenue, from external customers 22,560 26,106 66,718 81,784  
Inter-segment revenue 1 0 1 0  
Revenue 22,561 26,106 66,719 81,784  
Adjusted net revenue, from external customers 7,847 8,694 22,020 26,734  
Inter-segment adjusted net revenue (27) (109) (166) (147)  
Total adjusted net revenue 7,820 8,585 21,854 26,587  
EBITDA (loss) 312 1,890 (65) 5,455  
Depreciation and amortization (40) (52) (124) (111)  
Intercompany dividend/interest (expense) income, net (134) (128) (397) (375)  
Interest income, net 2 2 7 6  
Provision for income taxes (111) (520) 90 (1,440)  
Net (loss) income 29 1,192 (489) 3,535  
Accounts receivable, net 12,315 9,280 12,315 9,280  
Long-lived assets, net of accumulated depreciation and amortization 1,865 1,954 1,865 1,954  
Total assets 24,269 23,604 24,269 23,604  
Hudson Europe | Operating Segments          
Segment Reporting Information [Line Items]          
Revenue, from external customers 6,715 6,125 19,194 20,575  
Inter-segment revenue 8 18 42 (6)  
Revenue 6,723 6,143 19,236 20,569  
Adjusted net revenue, from external customers 4,122 3,822 11,745 12,886  
Inter-segment adjusted net revenue (2) (19) 24 (66)  
Total adjusted net revenue 4,120 3,803 11,769 12,820  
EBITDA (loss) 42 (300) 459 995  
Depreciation and amortization (6) (7) (20) (22)  
Intercompany dividend/interest (expense) income, net 0 0 0 1,218  
Interest income, net 0 0 0 0  
Provision for income taxes (94) 26 (347) (387)  
Net (loss) income (58) (281) 92 1,804  
Accounts receivable, net 7,057 4,928 7,057 4,928  
Long-lived assets, net of accumulated depreciation and amortization 27 33 27 33  
Total assets 11,356 11,064 11,356 11,064  
Corporate Segment | Operating Segments          
Segment Reporting Information [Line Items]          
Revenue, from external customers 0 0 0 0  
Inter-segment revenue 0 0 0 0  
Revenue 0 0 0 0  
Adjusted net revenue, from external customers 0 0 0 0  
Inter-segment adjusted net revenue 0 0 0 0  
Total adjusted net revenue 0 0 0 0  
EBITDA (loss) (988) (363) (3,243) (2,169)  
Depreciation and amortization (4) (2) (9) (7)  
Intercompany dividend/interest (expense) income, net 134 128 397 375  
Interest income, net 91 88 273 278  
Provision for income taxes (49) 108 (95) 568  
Net (loss) income (816) (41) (2,677) (955)  
Accounts receivable, net 0 0 0 0  
Long-lived assets, net of accumulated depreciation and amortization 31 38 31 38  
Total assets $ 7,330 $ 8,658 $ 7,330 $ 8,658  
v3.24.3
SEGMENT AND GEOGRAPHIC DATA - Geographic Data Reporting (Details) - USD ($)
$ in Thousands
 3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Segment Reporting Information [Line Items]        
Revenue $ 36,853 $ 39,398 $ 106,456 $ 127,367
Long-lived assets, net of accumulated depreciation and amortization 8,831 9,798 8,831 9,798
Net assets 42,940 48,554 42,940 48,554
Australia        
Segment Reporting Information [Line Items]        
Revenue 18,089 23,620 54,770 73,414
Long-lived assets, net of accumulated depreciation and amortization 28 49 28 49
Net assets 8,195 9,634 8,195 9,634
United States        
Segment Reporting Information [Line Items]        
Revenue 7,233 6,706 19,577 23,501
Long-lived assets, net of accumulated depreciation and amortization 6,938 7,811 6,938 7,811
Net assets 17,670 22,585 17,670 22,585
United Kingdon        
Segment Reporting Information [Line Items]        
Revenue 5,913 5,807 17,317 19,503
Long-lived assets, net of accumulated depreciation and amortization 17 33 17 33
Net assets 4,271 5,084 4,271 5,084
Other        
Segment Reporting Information [Line Items]        
Revenue 5,618 3,265 14,792 10,949
Long-lived assets, net of accumulated depreciation and amortization 1,848 1,905 1,848 1,905
Net assets $ 12,804 $ 11,251 $ 12,804 $ 11,251
v3.24.3
STOCKHOLDER RIGHTS PLAN (Details) - $ / shares
Oct. 15, 2018
Sep. 30, 2024
Dec. 31, 2023
Class of Stock [Line Items]      
Number of securities called by each warrant or right 0.01    
Class of Warrant or Right, Unissued 1    
Common stock, par value (dollars per share)   $ 0.001 $ 0.001
Warrants and Rights, Preferred Stock to Common Stock Conversion, Treatment 1    
Warrants And Rights, Not Exercisable, Number of Days After Public Announcement of Acquiring Person 10 days    
Warrants And Rights, Not Exercisable, Number of Days After Tender or Exchange Offer Is Completed By Acquiring Person 10 days    
Warrants and Rights, Option to Exercise, Market Value Multiplier of Purchase Price 2    
Temporary Equity, Redemption Price Per Share $ 0.001    
Series B Preferred Stock [Member]      
Class of Stock [Line Items]      
Number of securities called by each warrant or right 0.01    
Common stock, par value (dollars per share) $ 3.50    
Minimum      
Class of Stock [Line Items]      
Ownership Percentage, Common Stock, Without Approval of Board 4.99%    
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