Form 10-Q - Quarterly report [Sections 13 or 15(d)]

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 June 30, 2024


☐			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 class

Trading Symbol

Name of each exchange on which registered

Common Stock, $0.001 par value

HSON

The NASDAQ Stock Market LLC

Preferred Share Purchase Rights

The 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 July 19, 2024
Common Stock - $0.001 par value						2,751,386

HUDSON GLOBAL, INC.

INDEX


		Page
	PART I – FINANCIAL INFORMATION
Item 1.	Financial Statements (Unaudited)
	Condensed Consolidated Statements of Operations - Three and Six Months Ended June 30, 2024 and 2023	1
	Condensed Consolidated Statements of Other Comprehensive Income (Loss) - Three and Six Months Ended June 30, 2024 and 2023	2
	Condensed Consolidated Balance Sheets – June 30, 2024 and December 31, 2023	3
	Condensed Consolidated Statements of Cash Flows - Six Months Ended June 30, 2024 and 2023	4
	Condensed Consolidated Statements of Stockholders’ Equity – Three and Six Months Ended June 30, 2024 and 2023	5
	Notes to Condensed Consolidated Financial Statements	6
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	30
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	45
Item 4.	Controls and Procedures	45
	PART II – OTHER INFORMATION
Item 1.	Legal Proceedings	46
Item 1A.	Risk Factors	46
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	46
Item 3.	Defaults Upon Senior Securities	46
Item 4.	Mine Safety Disclosures	47
Item 6.	Exhibits	47
	Exhibit Index	47
	Signatures	48

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 June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Revenue	$	35,712	$	44,897	$	69,603	$	87,969

Operating expenses:
Direct contracting costs and reimbursed expenses	18,097		22,314		35,658		43,622
Salaries and related	14,325		17,393		29,491		34,871
Office and general	2,412		2,549		5,341		5,488
Marketing and promotion	778		932		1,656		1,913
Depreciation and amortization	287		354		684		702
Total operating expenses	35,899		43,542		72,830		86,596
Operating (loss) income	(187)		1,355		(3,227)		1,373
Non-operating (expense) income:
Interest income, net	94		130		187		194
Other (expense) income, net	(95)		(50)		(134)		83
(Loss) income before income taxes	(188)		1,435		(3,174)		1,650
Provision for income taxes	253		857		165		718


Net (loss) income	$	(441)	$	578	$	(3,339)	$	932
Earnings (loss) per share:



Basic	$	(0.15)	$	0.19	$	(1.10)	$	0.30



Diluted	$	(0.15)	$	0.18	$	(1.10)	$	0.30
Weighted-average shares outstanding:
Basic	3,011		3,084		3,026		3,059
Diluted	3,011		3,138		3,026		3,130

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 June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Comprehensive (loss) income:
Net (loss) income	$	(441)	$	578	$	(3,339)	$	932
Other comprehensive income (loss):
Foreign currency translation adjustment, net of income taxes	118		(54)		(518)		(63)



Total other comprehensive income (loss), net of income taxes	118		(54)		(518)		(63)
Comprehensive (loss) income	$	(323)	$	524	$	(3,857)	$	869

See accompanying notes to Condensed Consolidated Financial Statements.

- 2 -

HUDSON GLOBAL, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except per share amounts)

(unaudited)


	June 30, 2024		December 31, 2023
ASSETS
Current assets:
Cash and cash equivalents	$	14,664	$	22,611
Accounts receivable, less allowance for expected credit losses of $378 and $378, respectively	24,512		19,710
Restricted cash, current	420		354
Prepaid and other	2,422		3,172

Total current assets	42,018		45,847
Property and equipment, net of accumulated depreciation of $1,649 and $1,564, respectively	336		421
Operating lease right-of-use assets	1,056		1,431
Goodwill	5,724		5,749
Intangible assets, net of accumulated amortization of $3,353 and $2,771, respectively	3,040		3,628
Deferred tax assets, net	3,526		3,360
Restricted cash	195		205
Other assets	235		317

Total assets	$	56,130	$	60,958
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	1,115	$	868
Accrued salaries, commissions, and benefits	5,428		4,939
Accrued expenses and other current liabilities	5,427		4,635

Operating lease obligations, current	764		768

Total current liabilities	12,734		11,210
Income tax payable	90		87
Operating lease obligations	292		664

Other liabilities	450		443

Total liabilities	13,566		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; 4,003 and 3,896 shares issued; 2,751 and 2,807 shares outstanding, respectively	4		4
Additional paid-in capital	493,500		493,036
Accumulated deficit	(428,586)		(425,247)
Accumulated other comprehensive loss, net of applicable tax	(1,808)		(1,290)
Treasury stock, 1,252 and 1,089 shares, respectively, at cost	(20,546)		(17,949)
Total stockholders’ equity	42,564		48,554
Total liabilities and stockholders’ equity	$	56,130	$	60,958

See accompanying notes to Condensed Consolidated Financial Statements.

- 3 -

HUDSON GLOBAL, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

(unaudited)


	Six Months Ended June 30,
	2024		2023
Cash flows from operating activities:
Net (loss) income	$	(3,339)	$	932
Adjustments to reconcile net (loss) income to net cash provided by operating activities:
Depreciation and amortization	684		702
Provision for expected credit losses	3		—
Benefit from deferred income taxes	(250)		(345)
Stock-based compensation	565		856


Changes in operating assets and liabilities, net of effect of dispositions:
Increase in accounts receivable	(5,048)		(1,231)
Increase in prepaid and other assets	(351)		(849)
Increase (decrease) in accounts payable, accrued expenses, and other liabilities	1,678		(2,370)

Net cash used in by operating activities	(6,058)		(2,305)
Cash flows from investing activities:
Capital expenditures	(23)		(39)
Proceeds from corporate benefit policy	1,076		—

Net cash provided by (used in) investing activities	1,053		(39)
Cash flows from financing activities:


Payments for business acquisition liabilities	—		(1,250)

Purchase of treasury stock (including payment of tax withholdings)	(2,382)		(573)
Cash paid for net settlement of employee restricted stock units	(198)		(209)
Net cash used in financing activities	(2,580)		(2,032)
Effect of exchange rates on cash, cash equivalents, and restricted cash	(306)		(97)
Net decrease in cash, cash equivalents, and restricted cash	(7,891)		(4,473)
Cash, cash equivalents, and restricted cash, beginning of the period	23,170		27,477
Cash, cash equivalents, and restricted cash, end of the period	$	15,279	$	23,004
Supplemental disclosures of cash flow information:

Cash received during the period for interest	$	187	$	195
Net cash payments during the period for income taxes	$	467	$	1,188
Cash paid for amounts included in operating lease liabilities	$	396	$	264
Supplemental non-cash disclosures:
Right-of-use assets obtained in exchange for operating lease liabilities	$	—	$	837

See accompanying notes to Condensed Consolidated Financial Statements.

- 4 -

HUDSON GLOBAL, INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(in thousands)

(unaudited)



	Three Months Ended						Six Months Ended
	June 30, 2024			June 30, 2023			June 30, 2024			June 30, 2023
	Shares	Value		Shares	Value		Shares	Value		Shares	Value
Total stockholders’ equity, beginning balance	2,833	$	44,303	2,824	$	46,395	2,807	$	48,554	2,794	$	45,792

Common stock and additional paid-in capital:
Beginning balance	3,995	493,418		3,861	492,044		3,896	493,040		3,823	491,571
Stock-based compensation expense	8	86		28	383		107	464		66	856
Ending balance	4,003	493,504		3,889	492,427		4,003	493,504		3,889	492,427

Treasury stock:
Beginning balance	(1,162)	(19,044)		(1,037)	(16,910)		(1,089)	(17,949)		(1,029)	(16,746)
Purchase of treasury stock (including payment of tax withholdings)	(87)	(1,463)		(27)	(573)		(150)	(2,399)		(27)	(573)
Purchase of net settled restricted stock from employees	(3)	(39)		(2)	(45)		(13)	(198)		(10)	(209)
Ending balance	(1,252)	(20,546)		(1,066)	(17,528)		(1,252)	(20,546)		(1,066)	(17,528)

Accumulated other comprehensive loss:
Beginning balance		(1,926)			(1,648)			(1,290)			(1,639)
Other comprehensive income (loss)		118			(54)			(518)			(63)
Ending balance		(1,808)			(1,702)			(1,808)			(1,702)

Accumulated deficit:
Beginning balance		(428,145)			(427,091)			(425,247)			(427,394)
Cumulative-effect adjustment from adoption of ASU 2016-13, Credit Losses		—			—			—			(51)
Net (loss) income		(441)			578			(3,339)			932
Ending balance		(428,586)			(426,513)			(428,586)			(426,513)

Total stockholders’ equity, ending balance	2,751	$	42,564	2,823	$	46,684	2,751	$	42,564	2,823	$	46,684

See accompanying notes to Condensed Consolidated Financial Statements.

- 5 -

Index

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 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 -

Index

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 14 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.

- 7 -

Index

HUDSON GLOBAL, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share amounts)

(unaudited)

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.

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 six months ended June 30, 2024 and 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 six months ended June 30, 2024 and 2023. As of June 30, 2024 and December 31, 2023, deferred revenue was $193 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.

- 8 -

Index

HUDSON GLOBAL, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share amounts)

(unaudited)

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 14 to the Condensed Consolidated Financial Statements.


	Three Months Ended June 30,
	2024		2023
RPO	$	17,770	$	21,919
Contracting	17,942		22,978
Total Revenue	$	35,712	$	44,897


	Six Months Ended June 30,
	2024		2023
RPO	$	33,608	$	43,440
Contracting	35,995		44,529
Total Revenue	$	69,603	$	87,969

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 $7,257 and $5,163 as of June 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

- 9 -

Index

HUDSON GLOBAL, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share amounts)

(unaudited)

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:


	June 30,		December 31,
Accounts Receivable:	2024		2023
Billed receivables	$	17,633	$	14,925
Unbilled receivables	7,257		5,163
Accounts Receivable, Gross	$	24,890	$	20,088
Allowance for expected credit losses	(378)		(378)
Accounts Receivable, Net	$	24,512	$	19,710

The following table summarizes the total provision for expected credit losses and write-offs:


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Beginning balance	$	367	$	102	$	378	$	51
Provision for expected credit losses	11		—		3		—
Write-offs	—		—		(3)		—
Cumulative-effect adjustment from adoption of ASU 2016-13, Credit Losses	—		—		—		51
Ending Balance	$	378	$	102	$	378	$	102

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 as the associated revenue milestones were not achieved by the seller through December 2023. No fair value was assigned to the earn-out as the performance thresholds were not achieved. 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.

- 10 -

Index

HUDSON GLOBAL, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share amounts)

(unaudited)

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 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
Liabilities Assumed:
Accrued expenses and other current liabilities	$	580
Other long-term liabilities	44
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 Value		Useful Life
Non-compete agreements	$	28	5 years
Customer lists	97		4 years
Trade name	87		5 years
Total identifiable assets	$	212

Hunt & Badge Consulting Private Limited

On August 19, 2022, the Company entered into a share purchase agreement by and among Hudson RPO Limited, a wholly owned subsidiary of the Company (“HnB Buyer”), Hunt & Badge Consulting Private Limited (“Seller” or “HnB”), and certain principals of HnB, and completed the acquisition by HnB Buyer of all of the membership interests of the Seller (the “HnB Acquisition”).

HnB is a provider of recruitment services to customers operating in India. HnB partners with companies of all sizes, including well-known multinationals, across a variety of industries to help meet their talent procurement needs.

In connection with the HnB Acquisition, Seller received $1,064 in cash, subject to certain adjustments, at the closing of the HnB Acquisition. Additionally, Seller has a contingent right to receive earn-out payments not to exceed $350 in

- 11 -

Index

HUDSON GLOBAL, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share amounts)

(unaudited)

aggregate payable over an eighteen-month period, subject to the achievement of certain performance thresholds and, the satisfaction of certain conditions.

The HnB Acquisition was accounted for as a business combination under the acquisition method of accounting. The purchase price of $1,260, which consists of the amount paid in cash of $1,064, a working capital adjustment of $46, net of an owner receivable of $28, and contingent earn-out payments of up to $350 (which such earn-out payments are contingent upon the achievement of certain revenue milestones through December 2023), was allocated to the net tangible and intangible assets and liabilities based on their fair values on the acquisition date of August 19, 2022, 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 India. The purchase price included $314 of cash and cash equivalents acquired. As of June 30, 2024, the estimated fair value for the contingent earn-out payments that the Company classified as Level 3 in the fair value hierarchy was $150, which is the agreed upon minimum payment. These fair value estimates are based on significant inputs not observed in the market and reflect our own assumptions (forecasted revenue) through December 31, 2023.

In determining the fair value of the contingent consideration liability, the Company used an estimate based on a number of possible projections over the earn-out period. Given the short duration of the earn-out period, the fair value of contingent liability was measured on an undiscounted basis. The Company will continue to reassess the fair value of the acquisition-related contingent consideration at each reporting period based on additional information as it becomes available. This contingent consideration will be remeasured quarterly. If, as a result of remeasurement, the value of the contingent consideration changes, any charges or income will be marked to market and included in “Other income (expense), net” on the Company’s Condensed Consolidated Statements of Operations. For the three and six months ended June 30, 2024, no gains or losses were recognized in earnings for changes in the remeasurement of the contingent consideration.

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. Excluding the contingent consideration, 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 HnB Acquisition of $63 that were expensed as part of “Office and general”. The Company’s accounting for the business combination was completed as of December 31, 2022.

- 12 -

Index

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 internal valuations at the date of the HnB Acquisition.


	Fair Value
Assets Acquired:
Cash and cash equivalents	$	314
Accounts receivable	80
Prepaid expenses and other assets	77
Property and equipment	35
Intangible assets	150
Goodwill	687
Assets Acquired	$	1,343
Liabilities Assumed:
Accrued expenses and other current liabilities	$	20
Other long-term liabilities	63
Liabilities Assumed	$	83

Fair value of consideration transferred	$	1,260


	Fair Value		Useful Life
Non-compete agreements	$	40	3 years
Customer lists	60		3 years
Trade name	50		5 years
Total identifiable assets	$	150

- 13 -

Index

HUDSON GLOBAL, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share amounts)

(unaudited)

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 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 June 30, 2024, there were 129,051 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 six months ended June 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 six months ended June 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 six months ended June 30, 2024 was as follows:


Vesting conditions																		Number 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 granted																		60,187

(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”.

- 14 -

Index

HUDSON GLOBAL, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share amounts)

(unaudited)

(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 six months ended June 30, 2024, the Company granted 4,672 restricted stock units to its non-employee directors pursuant to the Director Plan.

As of June 30, 2024, 218,538 restricted stock units are deferred under the Company’s ISAP.

For the three and six months ended June 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 June 30,				Six Months Ended June 30,
	2024		2023		2024		2023

Restricted shares of common stock	$	—	$	—	$	—	$	16
Restricted stock units	86		383		464		840
Restricted stock units-cash settled liabilities	101		—		101		—
Total	$	187	$	383	$	565	$	856

Restricted Stock Units

As of June 30, 2024, the Company had $951 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 six months ended June 30, 2024 and 2023 were as follows:

- 15 -

Index

HUDSON GLOBAL, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share amounts)

(unaudited)


	Six Months Ended June 30, 2024
	Performance-based			Time-based/Director			Total
	Number of Shares of Restricted Stock Units	Weighted Average Grant-Date Fair Value		Number of Shares of Restricted Stock Units	Weighted Average Grant-Date Fair Value		Number of Shares of Restricted Stock Units	Weighted 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
Granted	47,647	$	14.51	17,212	$	16.07	64,859	$	14.93
Shares earned above target (a)	—	$	—	—	$	—	—	$	—
Vested	(56,263)	$	21.69	(10,835)	$	18.49	(67,098)	$	21.17
Forfeited	(28,841)	$	22.27	(340)	$	17.72	(29,181)	$	22.22
Unvested restricted stock units at June 30, 2024	57,807	$	18.45	86,459	$	16.16	144,266	$	17.08

(a) The number of shares earned above target are based on the performance target established by the Compensation Committee at the initial grant date.

(a) The number of shares earned above target are based on the performance targets established by the Compensation Committee at the initial grant date.


	Six Months Ended June 30, 2023
	Performance-based			Time-based/Director			Total
	Number of Shares of Restricted Stock Units	Weighted Average Grant-Date Fair Value		Number of Shares of Restricted Stock Units	Weighted Average Grant-Date Fair Value		Number of Shares of Restricted Stock Units	Weighted 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
Granted	28,841	$	22.27	3,710	$	21.31	32,551	$	22.16
Shares earned above target (a)	3,940	$	35.72	—	$	—	3,940	$	35.72
Vested	(58,834)	$	22.10	(12,373)	$	19.13	(71,207)	$	21.59
Forfeited	(8,869)	$	35.10	(1,700)	$	14.54	(10,569)	$	31.79
Unvested restricted stock units at June 30, 2023	95,264	$	23.49	23,027	$	21.53	118,291	$	23.11

(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

Changes in the Company’s restricted shares of common stock for the six months ended June 30, 2024 and 2023, were as follows:

- 16 -

Index

HUDSON GLOBAL, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share amounts)

(unaudited)


		Six Months Ended June 30,
	2023
			Number of Restricted Shares of Common Stock	Weighted Average Grant-Date Fair Value
Unvested restricted shares of common stock at January 1			17,410	$	9.57
Vested			(17,410)	$	9.57
Unvested restricted shares of common stock at June 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 six months ended June 30, 2024 was $165 on a pre-tax loss of $3,174, compared to a provision for income taxes of $718 on pre-tax income of $1,650 for the same period in 2023. The Company’s effective income tax rate was negative 5% and positive 44% for the six months ended June 30, 2024 and 2023, respectively. For the six months ended June 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 six months ended June 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 June 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 June 30, 2024 and December 31, 2023, the Company had $30 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 June 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.

- 17 -

Index

HUDSON GLOBAL, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share amounts)

(unaudited)

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 June 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 June 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 June 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.

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


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Earnings (loss) per share (“EPS”):



Basic	$	(0.15)	$	0.19	$	(1.10)	$	0.30



Diluted	$	(0.15)	$	0.18	$	(1.10)	$	0.30
EPS numerator - basic and diluted:


Net (loss) income	$	(441)	$	578	$	(3,339)	$	932
EPS denominator (in thousands):
Weighted average common stock outstanding - basic	3,011		3,084		3,026		3,059
Common stock equivalents: restricted stock units and restricted shares of common stock	—		54		—		71
Weighted average number of common stock outstanding - diluted	3,011		3,138		3,026		3,130

(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

- 18 -

HUDSON GLOBAL, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share amounts)

(unaudited)

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 six months ended June 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 June 30,		Six Months Ended June 30,
	2024	2023	2024	2023

Unvested restricted stock units	—	—	—	497

Total	—	—	—	497

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 six months ended June 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 translation	(25)
Goodwill, June 30, 2024	$	5,724


	Carrying Value
	2023
Goodwill, January 1,	$	4,875
Acquisitions	847
Currency translation	27
Goodwill, December 31, 2023	$	5,749

- 19 -

HUDSON GLOBAL, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share amounts)

(unaudited)

Intangible Assets

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


June 30, 2024	Weighted Average Remaining Amortization Useful Lives (in years)	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
Non-compete agreements	3.1	$	146	$	(107)	$	39
Trade name	6.4	1,635		(622)		1,013
Customer lists	3.0	3,955		(2,046)		1,909
Developed technology	0.5	657		(578)		79
		$	6,393	$	(3,353)	$	3,040


December 31, 2023	Weighted Average Remaining Amortization Useful Lives (in years)	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
Non-compete agreements	3.4	$	147	$	(98)	$	49
Trade name	6.7	1,638		(515)		1,123
Customer lists	3.5	3,957		(1,690)		2,267
Developed technology	0.9	657		(468)		189
		$	6,399	$	(2,771)	$	3,628

Amortization expense for the three and six months ended June 30, 2024 was $295 and $582, 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 six months ended June 30, 2024 and 2023.

- 20 -

HUDSON GLOBAL, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share amounts)

(unaudited)

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	$	547
2025	870
2026	634
2027	549
2028	129
Thereafter	311
	$	3,040

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


	January 1, 2024 Beginning Balance		Amortization		Translation and Other		June 30, 2024 Ending Balance
Non-compete agreements	$	49	$	(9)	$	(1)	$	39
Trade name	1,123		(109)		(1)		1,013
Customer lists	2,267		(355)		(3)		1,909
Developed technology	189		(109)		(1)		79
	$	3,628	$	(582)	$	(6)	$	3,040

NOTE 11 – 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.

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 six months ended June 30, 2024 and 2023 were $679 and $588, respectively (reflected in Net cash used in operating activities). The weighted average remaining lease term of our operating leases as of June 30, 2024 was 1.6 years.

- 21 -

Index

HUDSON GLOBAL, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share amounts)

(unaudited)

As of June 30, 2024, future minimum operating lease payments are as follows:


	2024		2025		2026		2027		Total
Minimum lease payments	$	394	$	562	$	92	$	8	$	1,056

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 June 30, 2024, there were no amounts outstanding under the NAB Facility Agreement. Interest expense and fees incurred on the NAB Facility Agreement were $5 and $9 for the three and six months ended June 30, 2024, respectively, and $5 and $9 for the three and six months ended June 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 June 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 $2 and $6 for the three and six months ended June 30, 2024.

The HSBC Facility Agreement contains various restrictions and covenants for the Singapore Borrower including (1) minimum tangible net worth must be at least 1 million Singapore dollars (as defined in the HSBC Facility Agreement); and (2) additional periodic reporting requirements to HSBC. The Company was in compliance with all financial covenants under the HSBC Facility Agreement as of June 30, 2024.

NOTE 12 – 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 six months ended June 30, 2024 the Company repurchased a total of 131,438 shares of its common stock for a cost of $2,119 under this authorization. Of these shares, 44,250 shares were repurchased on January 29, 2024 in

- 22 -

Index

HUDSON GLOBAL, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share amounts)

(unaudited)

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 17,621 shares of its common stock on the open market for a cost of $283. For the six months ended June 30, 2023, the Company repurchased 27,277 shares of its common stock on the open market for $573. As of June 30, 2024, under the July 30, 2015 and August 8, 2023 authorizations combined, the Company had repurchased an aggregate of 644,850 shares for a total cost of $12,505, completing the July 30, 2015 authorization and leaving $2,495 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 13 – 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 $100,000,000. The registration statement was declared effective by the SEC on July 26, 2022. As of June 30, 2024, no securities had been offered or issued under the registration statement.

- 23 -

Index

HUDSON GLOBAL, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share amounts)

(unaudited)

NOTE 14 – 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.

- 24 -

Index

HUDSON GLOBAL, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share amounts)

(unaudited)


	Americas		Asia Pacific		EMEA		Corporate		Inter-Segment Elimination		Total
For The Three Months Ended June 30, 2024
Revenue, from external customers	$	6,972	$	22,649	$	6,091	$	—	$	—	$	35,712
Inter-segment revenue	59		—		34		—		(93)		—
Total revenue	$	7,031	$	22,649	$	6,125	$	—	$	(93)	$	35,712
Adjusted net revenue, from external customers (a)	$	6,344	$	7,627	$	3,644	$	—	$	—	$	17,615
Inter-segment adjusted net revenue	58		(92)		34		—		—		—
Total adjusted net revenue	$	6,402	$	7,535	$	3,678	$	—	$	—	$	17,615



EBITDA (loss) (b)	$	402	$	224	$	149	$	(770)	$	—	$	5
Depreciation and amortization	(232)		(46)		(7)		(2)		—		(287)
Intercompany dividend/interest (expense) income, net	—		(131)		—		131		—		—
Interest income, net	—		2		—		92		—		94
Provision for income taxes	(52)		(16)		(167)		(18)		—		(253)
Net income (loss)	$	118	$	33	$	(25)	$	(567)	$	—	$	(441)

For The Six Months Ended June 30, 2024
Revenue, from external customers	$	12,966	$	44,158	$	12,479	$	—	$	—	$	69,603
Inter-segment revenue	114		—		34		—		(148)		—
Total revenue	$	13,080	$	44,158	$	12,513	$	—	$	(148)	$	69,603
Adjusted net revenue, from external customers (a)	$	12,149	$	14,173	$	7,623	$	—	$	—	$	33,945
Inter-segment adjusted net revenue	113		(139)		26		—		—		—
Total adjusted net revenue	$	12,262	$	14,034	$	7,649	$	—	$	—	$	33,945



EBITDA (loss) (b)	$	(462)	$	(377)	$	417	$	(2,255)	$	—	$	(2,677)
Depreciation and amortization	(581)		(84)		(14)		(5)		—		(684)
Intercompany dividend/interest (expense) income, net	—		(263)		—		263		—		—
Interest income, net	—		5		—		182		—		187
Provision for income taxes	(67)		201		(253)		(46)		—		(165)
Net income (loss)	$	(1,110)	$	(518)	$	150	$	(1,861)	$	—	$	(3,339)

As of June 30, 2024
Accounts receivable, net	$	5,234	$	12,736	$	6,542	$	—	$	—	$	24,512
Long-lived assets, net of accumulated depreciation and amortization (c)	$	7,192	$	1,845	$	31	$	32	$	—	$	9,100
Total assets	$	14,146	$	23,479	$	10,751	$	7,754	$	—	$	56,130

- 25 -

Index

HUDSON GLOBAL, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share amounts)

(unaudited)


	Americas		Asia Pacific		EMEA		Corporate		Inter- Segment Elimination		Total
For The Three Months Ended June 30, 2023
Revenue, from external customers	$	8,569	$	28,402	$	7,926	$	—	$	—	$	44,897
Inter-segment revenue	102		—		—		—		(102)		—
Total revenue	$	8,671	$	28,402	$	7,926	$	—	$	(102)	$	44,897
Adjusted net revenue, from external customers (a)	$	8,321	$	9,581	$	4,681	$	—	$	—	$	22,583
Inter-segment adjusted net revenue	102		(58)		(15)		—		(29)		—
Total adjusted net revenue (a)	$	8,423	$	9,523	$	4,666	$	—	$	(29)	$	22,583



EBITDA (loss) (b)	$	(466)	$	2,131	$	851	$	(857)	$	—	$	1,659
Depreciation and amortization	(312)		(32)		(8)		(2)		—		(354)
Intercompany (expense) interest income, net	—		(127)		1,218		127		(1,218)		—
Interest (expense) income, net	—		2		—		128		—		130
Provision for income taxes	(73)		(552)		(299)		67		—		(857)
Net income (loss)	$	(851)	$	1,422	$	1,762	$	(537)	$	(1,218)	$	578

For The Six Months Ended June 30, 2023
Revenue, from external customers	$	17,841	$	55,678	$	14,450	$	—	$	—	$	87,969
Inter-segment revenue	111		—		(24)		—		(87)		—
Total revenue	$	17,952	$	55,678	$	14,426	$	—	$	(87)	$	87,969
Adjusted net revenue, from external customers (a)	$	17,243	$	18,040	$	9,064	$	—	$	—	$	44,347
Inter-segment adjusted net revenue	111		(38)		(47)		—		(26)		—
Total adjusted net revenue	$	17,354	$	18,002	$	9,017	$	—	$	(26)	$	44,347



EBITDA (loss) (b)	$	(896)	$	3,565	$	1,295	$	(1,806)	$	—	$	2,158
Depreciation and amortization	(623)		(59)		(15)		(5)		—		(702)
Intercompany (expense) interest income, net	—		(247)		1,218		247		(1,218)		—
Interest (expense) income, net	—		4		—		190		—		194
(Provision for) benefit from income taxes	155		(920)		(413)		460		—		(718)
Net income (loss)	$	(1,364)	$	2,343	$	2,085	$	(914)	$	(1,218)	$	932

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.

- 26 -

Index

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 six months ended June 30, 2024 and 2023 and net assets by geographic area as of June 30, 2024 and 2023 and as of December 31, 2023, were as follows:


	Australia		United States		United Kingdom		Other		Total
For The Three Months Ended June 30, 2024
Revenue (a)	$	18,616	$	6,652	$	5,489	$	4,955	$	35,712
For The Three Months Ended June 30, 2023
Revenue (a)	$	25,422	$	8,125	$	7,547	$	3,803	$	44,897
For The Six Months Ended June 30, 2024
Revenue (a)	$	36,681	$	12,344	$	11,404	$	9,174	$	69,603
For The Six Months Ended June 30, 2023
Revenue (a)	$	49,794	$	16,795	$	13,696	$	7,684	$	87,969
As of June 30, 2024
Long-lived assets, net of accumulated depreciation and amortization (b)	$	34	$	7,224	$	22	$	1,820	$	9,100
Net assets	$	8,059	$	18,156	$	4,336	$	12,013	$	42,564
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 15 – 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

- 27 -

Index

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.

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. 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 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.

- 28 -

Index

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.

- 29 -

Index

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 14 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.

- 30 -

Index

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 six months ended June 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 second quarter of 2024, the market conditions continued to be challenging due to higher inflation, higher interest rates and decreased demand for labor in certain markets. We anticipate that the market conditions will continue to be challenging into the second half of 2024.

Economic conditions in most of the world’s major markets slowed down in 2023 and the first half 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 six months ended June 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
June 30, 2024

•Revenue was $35.7 million for the three months ended June 30, 2024, compared to $44.9 million for the same period in 2023, a decrease of $9.2 million, or 20.5%. The decrease in revenue was principally driven by declines in Australia, the U.K, and the U.S.

◦On a constant currency basis, the Company’s revenue decreased $8.9 million, or 19.9%, due to a decrease in contracting revenue of $4.8 million, or 21.2%, coupled with a decrease in RPO revenue of $4.1 million, or 18.6%, compared to the same period in 2023.

•Adjusted net revenue was $17.6 million for the three months ended June 30, 2024, compared to $22.6 million for the same period in 2023, a decrease of $5.0 million, or 22.0%.

◦On a constant currency basis, adjusted net revenue decreased $4.9 million, or 21.7%, primarily due to a decrease in RPO adjusted net revenue of $4.6 million, or 21.3%, 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 $17.6 million for the three months ended June 30, 2024, compared to $20.9 million for the same period in 2023, a decrease of $3.3 million, or 15.8%.

◦On a constant currency basis, SG&A and Non-Op decreased $3.2 million, or 15.4%, as compared to the same period in 2023. SG&A and Non-Op as a percentage of revenue was 49.3% for the three months ended June 30, 2024, compared to 46.7% for the same period in 2023.

- 31 -

Index

•EBITDA was $0.0 million for the three months ended June 30, 2024, compared to EBITDA of $1.7 million for the same period in 2023, a decrease in EBITDA of $1.7 million. On a constant currency basis, EBITDA decreased $1.6 million.

•Net loss was $0.4 million for the three months ended June 30, 2024, compared to net income of $0.6 million for the same period in 2023, a decrease in net income of $1.0 million. On a constant currency basis, net income also decreased $1.0 million.

Summary of Financial Performance Highlights for the Six Months Ended
June 30, 2024

•Revenue was $69.6 million for the six months ended June 30, 2024, compared to $88.0 million for the same period in 2023, a decrease of $18.4 million, or 20.9%. The decrease in revenue was principally driven by declines in Australia and the US.

◦On a constant currency basis, the Company’s revenue decreased $17.4 million, or 20.0%, due to a decrease in RPO revenue of $9.7 million, or 22.3%, while contracting revenue decreased by $7.7 million, or 17.7%, compared to the same period in 2023.

•Adjusted net revenue was $33.9 million for the six months ended June 30, 2024, compared to $44.3 million for the same period in 2023, a decrease of $10.4 million, or 23.5%.

◦On a constant currency basis, adjusted net revenue decreased $10.2 million, or 23.1%, primarily due to a decrease in RPO adjusted net revenue of $9.8 million, or 23.2%, compared to the same period in 2023.

•SG&A and Non-Op was $36.6 million for the six months ended June 30, 2024, compared to $42.2 million for the same period in 2023, a decrease of $5.6 million, or 13.2%.

◦On a constant currency basis, SG&A and Non-Op decreased $5.4 million, or 12.8%, as compared to the same period in 2023. SG&A and Non-Op as a percentage of revenue was 52.6% for the six months ended June 30, 2024, compared to 48.3% for the same period in 2023.

•EBITDA loss was $2.7 million for the six months ended June 30, 2024, compared to EBITDA of $2.2 million for the same period in 2023, a decrease in EBITDA of $4.8 million. On a constant currency basis, EBITDA also decreased $4.8 million.

•Net loss was $3.3 million for the six months ended June 30, 2024, compared to net income of $0.9 million for the same period in 2023, a decrease in net income of $4.3 million. On a constant currency basis, net income also decreased $4.3 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 six months ended June 30, 2024 and 2023.

- 32 -

Index


	Three Months Ended June 30,								Six Months Ended June 30,
	2024		2023						2024		2023
	As		As		Currency		Constant		As		As		Currency		Constant
$ in thousands	reported		reported		translation		currency		reported		reported		translation		currency
Revenue:
Americas	$	6,972	$	8,569	$	(8)	$	8,561	$	12,966	$	17,841	$	(6)	$	17,835
Asia Pacific	22,649		28,402		(352)		28,050		44,158		55,678		(1,309)		54,369
EMEA	6,091		7,926		62		7,988		12,479		14,450		337		14,787
Total	$	35,712	$	44,897	$	(298)	$	44,599	$	69,603	$	87,969	$	(978)	$	86,991
Adjusted net revenue (a):
Americas	$	6,344	$	8,321	$	(8)	$	8,313	$	12,149	$	17,243	$	(6)	$	17,237
Asia Pacific	7,627		9,581		(119)		9,462		14,173		18,040		(404)		17,636
EMEA	3,644		4,681		34		4,715		7,623		9,064		214		9,278
Total	$	17,615	$	22,583	$	(93)	$	22,490	$	33,945	$	44,347	$	(196)	$	44,151
SG&A and Non-Op (b):
Americas	$	6,001	$	8,889	$	(26)	$	8,863	$	12,725	$	18,250	$	(36)	$	18,214
Asia Pacific	7,310		7,391		(100)		7,291		14,410		14,437		(342)		14,095
EMEA	3,528		3,815		24		3,839		7,232		7,739		185		7,924
Corporate	771		829		—		829		2,255		1,763		—		1,763
Total	$	17,610	$	20,924	$	(102)	$	20,822	$	36,622	$	42,189	$	(193)	$	41,996












Operating income (loss):
Americas	$	252	$	(555)	$	(2)	$	(557)	$	(900)	$	(1,180)	$	(3)	$	(1,183)
Asia Pacific	465		2,463		(19)		2,444		(55)		4,110		(65)		4,045
EMEA	221		901		9		910		491		1,346		28		1,374
Corporate	(1,125)		(1,454)		—		(1,454)		(2,763)		(2,903)		—		(2,903)
Total	$	(187)	$	1,355	$	(12)	$	1,343	$	(3,227)	$	1,373	$	(40)	$	1,333
Net income, consolidated	$	(441)	$	578	$	9	$	587	$	(3,339)	$	932	$	1	$	933
EBITDA (loss) (c):
Americas	$	402	$	(466)	$	(3)	$	(469)	$	(462)	$	(896)	$	(4)	$	(900)
Asia Pacific	224		2,131		(14)		2,117		(377)		3,565		(58)		3,507
EMEA	149		851		8		859		417		1,295		28		1,323
Corporate	(770)		(857)		(1)		(858)		(2,255)		(1,806)		—		(1,806)
Total	$	5	$	1,659	$	(10)	$	1,649	$	(2,677)	$	2,158	$	(34)	$	2,124

(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.

- 33 -

Index

The reconciliation of EBITDA to the most directly comparable GAAP financial measure is provided in the table below:


	Three Months Ended				Six Months Ended
	June 30,				June 30,
$ in thousands	2024		2023		2024		2023
Net (loss) income	$	(441)	$	578	$	(3,339)	$	932


Adjustments to Net (loss) income
Provision for income taxes	253		857		165		718
Interest income, net	(94)		(130)		(187)		(194)
Depreciation and amortization expense	287		354		684		702
Total adjustments from net (loss) income to EBITDA	446		1,081		662		1,226
EBITDA (loss)	$	5	$	1,659	$	(2,677)	$	2,158

- 34 -

Index

Results of Operations

Americas (reported currency)

Revenue - Americas


	Three Months Ended June 30,								Six Months Ended June 30,
	2024		2023		Change in amount		Change in %		2024		2023		Change in amount		Change in %
$ in millions	As reported		As reported						As reported		As reported
Americas
Revenue	$	7.0	$	8.6	$	(1.6)	(19)	%	$	13.0	$	17.8	$	(4.9)	(27)	%

For the three months ended June 30, 2024, RPO revenue decreased by $1.5 million, or 19%, while contracting revenue decreased by $0.0 million, or 22%, compared to the same period in 2023. The decreases in both RPO and contracting revenue were mainly due to lower demand from existing clients.

For the six months ended June 30, 2024, RPO revenue decreased by $4.7 million, or 27%, while contracting revenue decreased by $0.2 million, or 38%, as compared to the same period in 2023. The decreases in both RPO and contracting revenue were due to the same factor noted above.

Adjusted Net Revenue - Americas


	Three Months Ended June 30,										Six Months Ended June 30,
	2024			2023			Change in amount		Change in %		2024			2023			Change in amount		Change in %
$ in millions	As reported			As reported							As reported			As reported
Americas
Adjusted net revenue	$	6.3		$	8.3		$	(2.0)	(24)	%	$	12.1		$	17.2		$	(5.1)	(30)	%
Adjusted net revenue as a percentage of revenue	91		%	97		%	N/A		N/A		94		%	97		%	N/A		N/A

For the three and six months ended June 30, 2024, RPO adjusted net revenue decreased by $2.0 million, or 24%, and $5.1 million, or 29%, respectively, compared to 2023. The decrease in RPO adjusted net revenue was due to the same factor noted above under “Revenue – Americas”.

For the three months ended June 30, 2024 and 2023, total adjusted net revenue as a percentage of revenue was 91%, compared to 97% 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 six months ended June 30, 2024, total adjusted net revenue as a percentage of revenue was 94%, compared to 97% 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.

- 35 -

Index

SG&A and Non-Op -Americas


	Three Months Ended June 30,										Six Months Ended June 30,
	2024			2023			Change in amount		Change in %		2024			2023			Change in amount		Change in %
$ in millions	As reported			As reported							As reported			As reported
Americas
SG&A and Non-Op	$	6.0		$	8.9		$	(2.9)	(32)	%	$	12.7		$	18.2		$	(5.5)	(30)	%
SG&A and Non-Op as a percentage of revenue	86		%	104		%	N/A		N/A		98		%	102		%	N/A		N/A

For the three months ended June 30, 2024, SG&A and Non-Op decreased $2.9 million, or 32%, compared to the same period in 2023, while SG&A and Non-Op as a percentage of revenue decreased from 104% to 86%. The decrease in SG&A and No-Op was principally due to lower consultant staff costs. The decrease in SG&A and Non-Op as a percentage of revenue was primarily due to the decline in consultant staff costs as a percentage of adjusted net revenue.

For the six months ended June 30, 2024, SG&A and Non-Op decreased $5.5 million, or 30%, compared to the same period in 2023, while SG&A and Non-Op as a percentage of revenue decreased from 102% to 98%. The decrease in SG&A and Non-Op as a percentage of revenue was primarily due to the same factor noted above.

Operating (Loss) Income and EBITDA -Americas


	Three Months Ended June 30,										Six Months Ended June 30,
	2024			2023			Change in amount		Change in %		2024			2023			Change in amount		Change in %
$ in millions	As reported			As reported							As reported			As reported
Americas
Operating (loss) income	$	0.3		$	(0.6)		$	0.8	145	%	$	(0.9)		$	(1.2)		$	0.3	24	%
EBITDA (loss)	$	0.4		$	(0.5)		$	0.9	186	%	$	(0.5)		$	(0.9)		$	0.4	48	%
EBITDA (loss) as a percentage of revenue	6		%	(5)		%	N/A		N/A		(4)		%	(5)		%	N/A		N/A

For the three months ended June 30, 2024, operating income was $0.3 million, compared to operating loss of $0.6 million in 2023, and EBITDA was $0.4 million, compared to EBITDA loss of $0.5 million in 2023.

For the six months ended June 30, 2024, operating loss was $0.9 million, compared to operating loss of $1.2 million in 2023, and EBITDA loss was $0.5 million, compared to EBITDA loss of $0.9 million in 2023.

The increases in operating income and EBITDA for the three and six months ended June 30, 2024, were due to the same factors noted above.

- 36 -

Index

Asia Pacific (constant currency)

Revenue - Asia Pacific


	Three Months Ended June 30,								Six Months Ended June 30,
	2024		2023		Change in amount		Change in %		2024		2023		Change in amount		Change in %
$ in millions	As reported		Constant currency						As reported		Constant currency
Asia Pacific
Revenue	$	22.6	$	28.0	$	(5.4)	(19)	%	$	44.2	$	54.4	$	(10.2)	(19)	%

For the three months ended June 30, 2024, contracting revenue decreased by $3.8 million, or 20%, while RPO revenue decreased $1.6 million, or 18%, compared to 2023, as discussed below.

In Australia, revenue decreased $6.5 million, or 26%, for the three months ended June 30, 2024, compared to the same period in 2023. The decrease was primarily driven by contracting revenue which declined by $3.9 million, or 22% driven by reduced demand from existing clients. RPO revenue declined by $2.6 million, or 36%, compared to 2023, also due to lower demand from existing clients.

In Asia, revenue increased $1.2 million, or 44%, for the three months ended June 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 58 percentage points to the revenue growth.

For the six months ended June 30, 2024, contracting revenue decreased by $6.9 million, or 18%, while RPO revenue decreased by $3.4 million, or 20%, as discussed below.

In Australia, revenue decreased $11.9 million, or 24%, for the six months ended June 30, 2024, compared to the same period in 2023. The decrease was primarily in contracting revenue, which decreased by $6.8 million, or 19%, while RPO revenue decreased by $5.0 million, or 38%, compared to 2023. The decreases in contracting and recruitment revenue were primarily due to lower demand from existing clients.

In Asia, revenue increased $1.8 million or 35%, for the six months ended June 30, 2024, compared to 2023. The increase in revenue was primarily driven by the Singapore Acquisition, which contributed 46 percentage points to the revenue growth.

Adjusted net revenue - Asia Pacific


	Three Months Ended June 30,										Six Months Ended June 30,
	2024			2023			Change in amount		Change in %		2024			2023			Change in amount		Change in %
$ in millions	As reported			Constant currency							As reported			Constant currency
Asia Pacific
Adjusted net revenue	$	7.6		$	9.5		$	(1.8)	(19)	%	$	14.2		$	17.6		$	(3.5)	(20)	%
Adjusted net revenue as a percentage of revenue	34		%	34		%	N/A		N/A		32		%	32		%	N/A		N/A

For the three months ended June 30, 2024, RPO adjusted net revenue declined by $1.5 million, or 18%, 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 $2.8 million, or 36%, for the three months ended June 30, 2024, compared to the same period in 2023. The decrease was primarily reflected in RPO adjusted net revenue, which declined $2.5 million, or 37%, while contracting adjusted net revenue decreased by $0.3 million, or 28% compared to 2023.

In Asia, adjusted net revenue increased by $0.9 million, or 56%, for the three months ended June 30, 2024, compared to the same period in 2023. The increase in adjusted net revenue was primarily driven by the acquisition of Hudson Global

- 37 -

Index

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 76 percentage points to the adjusted net revenue growth.

Total adjusted net revenue as a percentage of revenue was 34% for the each of three months ended June 30, 2024 and 2023.

For the six months ended June 30, 2024, RPO adjusted net revenue decreased by $3.0 million, or 19%, while contracting adjusted net revenue decreased by $0.4 million or by 25%, compared to the same period in 2023.

In Australia, adjusted net revenue decreased by $5.1 million, or 35%, for the six months ended June 30, 2024, compared to the same period in 2023. The decrease was primarily reflected in RPO adjusted net revenue, which declined by $4.7 million, or 37%, while contracting adjusted net revenue decreased by $0.4 million, or 24%, compared to 2023.

In Asia, adjusted net revenue increased by $1.6 million, or 50%, for the six months ended June 30, 2024, compared to the same period in 2023. The increase in adjusted net revenue was primarily driven by the Singapore Acquisition, which contributed 63 percentage points to the revenue growth.

Total adjusted net revenue as a percentage of revenue was 32% for each of the six months ended June 30, 2024 and 2023.

SG&A and Non-Op - Asia Pacific


	Three Months Ended June 30,										Six Months Ended June 30,
	2024			2023			Change in amount		Change in %		2024			2023			Change in amount		Change in %
$ in millions	As reported			Constant currency							As reported			Constant currency
Asia Pacific
SG&A and Non-Op	$	7.3		$	7.3		$	—	—	%	$	14.4		$	14.1		$	0.3	2	%
SG&A and Non-Op as a percentage of revenue	32		%	26		%	N/A		N/A		33		%	26		%	N/A		N/A

For the three months ended June 30, 2024, SG&A and Non-Op increased slightly, compared to the same period in 2023.

For the six months ended June 30, 2024, SG&A and Non-Op increased $0.3 million, or 2%, compared to the same periods in 2023. The increase in SG&A and Non-Op was primarily due to the Singapore Acquisition.

For three and six months ended June 30, 2024, SG&A and Non-Op as a percentage of revenue was 32% and 33%, as compared to 26%, respectively, for the same periods in 2023. For the three and six months ended June 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 June 30,										Six Months Ended June 30,
	2024			2023			Change in amount		Change in %		2024			2023			Change in amount		Change in %
$ in millions	As reported			Constant currency							As reported			Constant currency
Asia Pacific
Operating income	$	0.5		$	2.4		$	(2.0)	(81)	%	$	(0.1)		$	4.0		$	(4.1)	(101)	%
EBITDA (loss)	$	0.2		$	2.1		$	(1.9)	(89)	%	$	(0.4)		$	3.5		$	(3.9)	(111)	%
EBITDA as a percentage of revenue	1		%	8		%	N/A		N/A		(1)		%	6		%	N/A		N/A

- 38 -

Index

For the three months ended June 30, 2024, operating income was $0.5 million, compared to operating income of $2.4 million in 2023, and EBITDA was $0.2 million, or 1% of revenue, compared to EBITDA of $2.1 million, or 8% of revenue, in 2023. The decreases in operating income and EBITDA were principally due to the declines in adjusted net revenue, as described above.

For the six months ended June 30, 2024, operating loss was $0.1 million, compared to operating income of $4.0 million in 2023, and EBITDA loss was $0.4 million, or 1% of revenue, compared to EBITDA of $3.5 million, or 6% of revenue, in 2023. The decreases in operating income and EBITDA were principally due to the declines in adjusted net revenue, as described above.

Europe, Middle East, and Africa ("EMEA") (constant currency)

Revenue - EMEA


	Three Months Ended June 30,								Six Months Ended June 30,
	2024		2023		Change in amount		Change in %		2024		2023		Change in amount		Change in %
$ in millions	As reported		Constant currency						As reported		Constant currency
EMEA
Revenue	$	6.1	$	8.0	$	(1.9)	(24)	%	$	12.5	$	14.8	$	(2.3)	(16)	%

For the three months ended June 30, 2024, contracting revenue decreased by $1.0 million or 29%, while RPO revenue decreased by $0.9 million or 20%, compared to the same period in 2023, as further discussed below.

In the U.K., for the three months ended June 30, 2024, revenue decreased by $2.1 million, or 28%. The change was driven by a decrease in RPO and contracting revenue of $1.2 million, or 27%, and $1.0 million, or 29%, respectively, compared to the same period in 2023. The decreases were due to lower demand from existing clients.

In Continental Europe, total revenue was $0.6 million for the three months ended June 30, 2024, an increase of $0.2 million, or 60% compared to 2023. The increase was primarily due to new client wins.

For the six months ended June 30, 2024, RPO revenue decreased by $1.7 million, or 18%, while contracting revenue decreased by $0.7 million, or 12%, compared to the same period in 2023.

In the U.K., for the six months ended June 30, 2024 revenue decreased by $2.6 million, or 19%, compared to the same period in 2023. The decrease was driven by RPO revenue, which declined $2.0 million, or 23%, while contracting revenue decreased by $0.7 million, or 12%.

In Continental Europe, total revenue was $1.1 million for the six months ended June 30, 2024, an increase of $0.3 million, or 42%, compared to the same period in 2023. The increase was primarily due to new client wins.

Adjusted Net Revenue - EMEA


	Three Months Ended June 30,										Six Months Ended June 30,
	2024			2023			Change in amount		Change in %		2024			2023			Change in amount		Change in %
$ in millions	As reported			Constant currency							As reported			Constant currency
EMEA
Adjusted net revenue	$	3.6		$	4.7		$	(1.1)	(23)	%	$	7.6		$	9.3		$	(1.7)	(18)	%
Adjusted net revenue as a percentage of revenue	60		%	59		%	N/A		N/A		61		%	63		%	N/A		N/A

For the three months ended June 30, 2024, adjusted net revenue decreased by $1.1 million, or 23%, driven by a decrease in RPO revenue of $1.0 million, or 23%, led by the U.K. as discussed below.

- 39 -

Index

In the U.K., total adjusted net revenue for the three months ended June 30, 2024 decreased by $1.3 million, or 30%, compared to 2023. The decrease was driven by RPO adjusted net revenue, which declined by $1.3 million, or 30%, compared to 2023.

In Continental Europe, total adjusted net revenue was $0.6 million for the three months ended June 30, 2024, an increase of $0.2 million, or 67% compared to 2023. The increase was primarily due to new client wins.

For the six months ended June 30, 2024, adjusted net revenue decreased by $1.7 million, or 18%, driven by a decrease in RPO revenue, which declined $1.7 million, or 19%, compared to the same period in 2023.

In the U.K., total adjusted net revenue for the six months ended June 30, 2024 decreased by $2.0 million, or 23%, compared to the same period in 2023, driven by a decrease in RPO of $2.0 million, or 24%.

In Continental Europe, for the six months ended June 30, 2024, total adjusted net revenue increased by $0.3 million, or 45%, compared to the same period in 2023, due to new client wins.

SG&A and Non-Op - EMEA


	Three Months Ended June 30,										Six Months Ended June 30,
	2024			2023			Change in amount		Change in %		2024			2023			Change in amount		Change in %
$ in millions	As reported			Constant currency							As reported			Constant currency
EMEA
SG&A and Non-Op	$	3.5		$	3.8		$	(0.3)	(8)	%	$	7.2		$	7.9		$	(0.7)	(9)	%
SG&A and Non-Op as a percentage of revenue	58		%	48		%	N/A		N/A		58		%	54		%	N/A		N/A

For the three and six months ended June 30, 2024, SG&A and Non-Op decreased $0.3 million, or 8%, and $0.7 million, or 9%, respectively, compared to the same periods in 2023. The decreases in SG&A and Non-Op were primarily the result of lower consultant staff costs in the current year.

For the three and six months ended June 30, 2024, SG&A and Non-Op as a percentage of revenue was 58% and 58%, compared to 48% and 54%, respectively, in 2023. The increases in SG&A and Non-Op as a percentage of revenue were primarily due to the revenue declines outpacing decreases in SG&A and Non-op.

Operating Income and EBITDA - EMEA


	Three Months Ended June 30,										Six Months Ended June 30,
	2024			2023			Change in amount		Change in %		2024			2023			Change in amount		Change in %
$ in millions	As reported			Constant currency							As reported			Constant currency
EMEA
Operating income	$	0.2		$	0.9		$	(0.7)	(76)	%	$	0.5		$	1.4		$	(0.9)	(64)	%
EBITDA	$	0.1		$	0.9		$	(0.7)	(83)	%	$	0.4		$	1.3		$	(0.9)	(69)	%
EBITDA as a percentage of revenue	2		%	11		%	N/A		N/A		3		%	9		%	N/A		N/A

For the three months ended June 30, 2024, operating income was $0.2 million, compared to operating income of $0.9 million for the same period in 2023, and EBITDA was $0.1 million, or 2% of revenue, compared to EBITDA of $0.9 million, or 11% of revenue, for the same period in 2023.

For the six months ended June 30, 2024, operating income was $0.5 million, compared to operating income of $1.4 million for the same period in 2023, and EBITDA was $0.4 million, or 3% of revenue, compared to EBITDA of $1.3 million, or 9% of revenue, for the same period in 2023.

- 40 -

Index

The following are discussed in reported currency

Corporate Expenses, Net of Corporate Management Expense Allocations

Corporate expenses were $0.8 million for the three months ended June 30, 2024 as compared to $0.9 million for the same period in 2023, representing a decrease of $0.1 million. The decrease in Corporate expenses was primarily due to lower stock compensation expense.

For the six months ended June 30, 2024, corporate expenses were $2.3 million compared to $1.8 million for the same period in 2023, an increase of $0.4 million. The increase was primarily due to higher professional fees, and lower corporate allocations, partially offset by lower travel and entertainment expenses.

Depreciation and Amortization Expense

Depreciation and amortization expense was $0.3 million and $0.7 million for the three and six months ended June 30, 2024, compared to $0.4 million and $0.7 million for the same periods in 2023, respectively.

Other Income (expense), Net

Other expense, net was $0.1 million for each of the three months ended June 30, 2024 and 2023. For the six months ended June 30, 2024, other expense, net was $0.1 million, compared to other income, net of $0.1 million in 2023.

Provision for Income Taxes

The provision for income taxes for the six months ended June 30, 2024 was $0.2 million on $3.2 million of pre-tax income, compared to a provision for income tax of $0.7 million on $1.7 million of pre-tax income for the same period in 2023. The effective tax rates for the six months ended June 30, 2024 and 2023 were negative 5% and positive 44%, respectively. For the six months ended June 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 six months ended June 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.

Net Income (Loss)

Net loss was $0.4 million for the three months ended June 30, 2024, compared to net income of $0.6 million for the three months ended June 30, 2023, a decrease in net income of $1.0 million. Basic and diluted loss per share were both $0.15 for the three months ended June 30, 2024, compared to basic and diluted earnings per share of $0.19 and $0.18, respectively, for the same period in 2023.

Net loss was $3.3 million for the six months ended June 30, 2024, compared to net income of $0.9 million for the same period in 2023, a decrease in net income of $4.3 million. Basic and diluted loss per share were $1.10 for the six months ended June 30, 2024, compared to basic and diluted earnings per share of $0.30 for the same period in 2023.

- 41 -

Index

Liquidity and Capital Resources

As of June 30, 2024, cash and cash equivalents and restricted cash totaled $15.3 million, compared to $23.2 million as of December 31, 2023. The following table summarizes the Company’s cash flow activities for the six months ended June 30, 2024 and 2023:


	For the Six Months Ended June 30,
$ in millions	2024		2023
Net cash used in operating activities	$	(6.1)	$	(2.3)
Net cash provided by (used in) investing activities	1.1		—
Net cash used in financing activities	(2.6)		(2.0)
Effect of exchange rates on cash, cash equivalents, and restricted cash	(0.3)		(0.1)
Net decrease in cash, cash equivalents, and restricted cash	$	(7.9)	$	(4.5)

Cash Flows from Operating Activities

For the six months ended June 30, 2024, net cash used in operating activities was $6.1 million, compared to $2.3 million of net cash used in operating activities for the same period in 2023, resulting in a $3.8 million increase in net cash used. The increase in net cash used was principally driven by the Company’s lower net income in 2024, as well as less favorable working capital comparisons to the prior year.

Cash Flows from Investing Activities

For the six months ended June 30, 2024, net cash provided by investing activities was $1.1 million compared to $0.0 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 six months ended June 30, 2024, net cash used in financing activities was $2.6 million, compared to net cash used in financing activities of $2.0 million in 2023. The increase in net cash used was attributed to shares repurchases of common stock of $2.4 million in 2024, including cash paid for tax withholdings compared to the previous year.

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 June 30, 2024, there were no amounts outstanding under the NAB Facility Agreement. Interest expense and fees incurred on the NAB Facility Agreement were $5 and $9 for the three and six months ended June 30, 2024, respectively, and $5 and $9 for the three and six months ended June 30, 2023, respectively. The Australian Borrower was in compliance with all financial covenants under the NAB Facility Agreement as of June 30, 2024.

- 42 -

Index

Liquidity and Capital Resources Outlook

As of June 30, 2024, the Company had cash and cash equivalents on hand of $14.7 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 June 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 June 30, 2024, $7.4 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 ($2.8 million), the U.K. ($1.1 million), the Philippines ($0.7 million), Singapore ($0.7 million), India ($0.3 million), Belgium ($0.3 million), Switzerland ($0.2 million), and China ($0.2 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 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 June 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.

- 43 -

Index

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 six months ended June 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, and (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.

- 44 -

Index

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 June 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 six months ended June 30, 2024 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

- 45 -

Index

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 June 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)
April 1, 2024 - April 30, 2024	—	$	—	—	$	3,958,977
May 1, 2024 - May 31, 2024	69,302	$	16.92	69,302	$	2,786,278
June 1, 2024 - June 30, 2024	17,886	$	16.28	17,886	$	2,495,145
Total	87,188	$	16.79	87,188

(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 12 to the Condensed Consolidated Financial Statements in Item 1 included in Part I of this Form 10-Q.

During the six months ended June 30, 2024, the Company repurchased a total of 131,438 shares of its common stock for a cost of $2.1 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 17,621 shares of its common stock on the open market for a cost of $0.3 million. For the six months ended June 30, 2023, the Company repurchased 27,277 shares of its common stock on the open market for $0.6 million. As of June 30, 2024, under the July 30, 2015 and August 8, 2023 authorizations combined, the Company had repurchased an aggregate of 644,850 shares for a total cost of $12.5 million, completing the July 30, 2015 authorization and leaving $2.5 million available for purchase under the August 8, 2023 authorization.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

- 46 -

Index

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
10.1						Second Amendment to Rights Agreement, dated as of June 18, 2024, by and between Hudson Global, Inc. and Computershare Trust Company, N.A. (incorporated by reference to Exhibit 4.1 of the Company’s Form 8-K filed with the SEC on June 21, 2024).
31.1*						Certification by the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act.
31.2*						Certification by the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act.
32.1**						Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350.
32.2**						Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350.
101*						The following materials from Hudson Global, Inc.’s Quarterly Report on Form 10-Q for the quarter ended June 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 six months ended June 30, 2024 and 2023, (ii) the Condensed Consolidated Statements of Other Comprehensive Income (Loss) for the three months and six months ended June 30, 2024 and 2023, (iii) the Condensed Consolidated Balance Sheets as of June 30, 2024 and December 31, 2023, (iv) the Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2024 and 2023, (v) the Condensed Consolidated Statements of Stockholders’ Equity for the three months and six months ended June 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 June 30, 2024, formatted in iXBRL and contained in Exhibit 101.

*Filed herewith.

** Furnished, not filed.

- 47 -

Index

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:	August 8, 2024	By:	/s/ JEFFREY E. EBERWEIN
			Jeffrey E. Eberwein
			Chief Executive Officer
			(Principal Executive Officer)

Dated:	August 8, 2024	By:	/s/ MATTHEW K. DIAMOND
			Matthew K. Diamond
			Chief Financial Officer
			(Principal Financial Officer)

- 48 -

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:	August 8, 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.;

(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:	August 8, 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 June 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
August 8, 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 June 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
August 8, 2024

Cover - shares	6 Months Ended
Cover - shares	Jun. 30, 2024	Jul. 19, 2024
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Jun. 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		2,751,386
Entity Central Index Key	0001210708
Current Fiscal Year End Date	--12-31
Amendment Flag	false
Document Fiscal Year Focus	2024
Document Fiscal Period Focus	Q2
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

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Income Statement [Abstract]
Revenue	$ 35,712	$ 44,897	$ 69,603	$ 87,969
Operating expenses:
Direct contracting costs and reimbursed expenses	18,097	22,314	35,658	43,622
Salaries and related	14,325	17,393	29,491	34,871
Office and general	2,412	2,549	5,341	5,488
Marketing and promotion	778	932	1,656	1,913
Depreciation and amortization	287	354	684	702
Total operating expenses	35,899	43,542	72,830	86,596
Operating (loss) income	(187)	1,355	(3,227)	1,373
Non-operating (expense) income:
Interest income, net	94	130	187	194
Other (expense) income, net	(95)	(50)	(134)	83
(Loss) income before income taxes	(188)	1,435	(3,174)	1,650
Provision for income taxes	253	857	165	718
Net (loss) income	$ (441)	$ 578	$ (3,339)	$ 932
Earnings (loss) per share:
Basic (in dollars per share)	$ (0.15)	$ 0.19	$ (1.10)	$ 0.30
Diluted (in dollars per share)	$ (0.15)	$ 0.18	$ (1.10)	$ 0.30
Weighted-average shares outstanding:
Basic (in shares)	3,011	3,084	3,026	3,059
Diluted (in shares)	3,011	3,138	3,026	3,130

CONDENSED CONSOLIDATED STATEMENT OF OTHER COMPREHENSIVE LOSS - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Statement of Comprehensive Income [Abstract]
Net (loss) income	$ (441)	$ 578	$ (3,339)	$ 932
Other comprehensive income (loss):
Foreign currency translation adjustment, net of income taxes	118	(54)	(518)	(63)
Total other comprehensive income (loss), net of income taxes	118	(54)	(518)	(63)
Comprehensive (loss) income	$ (323)	$ 524	$ (3,857)	$ 869

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Current assets:
Cash and cash equivalents	$ 14,664	$ 22,611
Accounts receivable, less allowance for expected credit losses of $378 and $378, respectively	24,512	19,710
Restricted cash, current	420	354
Prepaid and other	2,422	3,172
Total current assets	42,018	45,847
Property and equipment, net of accumulated depreciation of $1,649 and $1,564, respectively	336	421
Operating lease right-of-use assets	1,056	1,431
Deferred tax assets, net	3,526	3,360
Restricted cash	195	205
Goodwill	5,724	5,749
Intangible assets, net of accumulated amortization of $3,353 and $2,771, respectively	3,040	3,628
Other assets	235	317
Total assets	56,130	60,958
Current liabilities:
Accounts payable	1,115	868
Accrued salaries, commissions, and benefits	5,428	4,939
Accrued expenses and other current liabilities	5,427	4,635
Operating lease obligations, current	764	768
Total current liabilities	12,734	11,210
Income tax payable	90	87
Operating lease obligations	292	664
Other liabilities	450	443
Total liabilities	13,566	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; 4,003 and 3,896 shares issued; 2,751 and 2,807 shares outstanding, respectively	4	4
Additional paid-in capital	493,500	493,036
Accumulated deficit	(428,586)	(425,247)
Accumulated other comprehensive loss, net of applicable tax	(1,808)	(1,290)
Treasury stock, 1,252 and 1,089 shares, respectively, at cost	(20,546)	(17,949)
Total stockholders’ equity	42,564	48,554
Total liabilities and stockholders’ equity	$ 56,130	$ 60,958

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Statement of Financial Position [Abstract]
Accounts receivable, allowance for doubtful accounts	$ 378	$ 378
Less: acccumulated depreciation and amortization	1,649	1,564
Finite-lived intangible assets, accumulated amortization	$ 3,353	$ 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)	4,003,000	3,896,000
Common stock, shares, outstanding (in shares)	2,807,000	2,751,000
Treasury stock (in shares)	1,252,000	1,089,000

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
Cash flows from operating activities:
Net (loss) income	$ (3,339)	$ 932
Adjustments to reconcile net (loss) income to net cash provided by operating activities:
Depreciation and amortization	684	702
Provision for expected credit losses	3	0
Benefit from deferred income taxes	(250)	(345)
Stock-based compensation	565	856
Changes in operating assets and liabilities, net of effect of dispositions:
Increase in accounts receivable	(5,048)	(1,231)
Increase in prepaid and other assets	(351)	(849)
Increase (decrease) in accounts payable, accrued expenses, and other liabilities	1,678	(2,370)
Net cash used in by operating activities	(6,058)	(2,305)
Cash flows from investing activities:
Capital expenditures	(23)	(39)
Proceeds from corporate benefit policy	1,076	0
Net cash provided by (used in) investing activities	1,053	(39)
Cash flows from financing activities:
Payments for business acquisition liabilities	0	(1,250)
Purchase of treasury stock (including payment of tax withholdings)	(2,382)	(573)
Cash paid for net settlement of employee restricted stock units	(198)	(209)
Net cash used in financing activities	(2,580)	(2,032)
Effect of exchange rates on cash, cash equivalents, and restricted cash	(306)	(97)
Net decrease in cash, cash equivalents, and restricted cash	(7,891)	(4,473)
Cash, cash equivalents, and restricted cash, beginning of the period	23,170	27,477
Cash, cash equivalents, and restricted cash, end of the period	15,279	23,004
Supplemental disclosures of cash flow information:
Cash received during the period for interest	187	195
Net cash payments during the period for income taxes	467	1,188
Cash paid for amounts included in operating lease liabilities	396	264
Supplemental non-cash disclosures:
Right-of-use assets obtained in exchange for operating lease liabilities	$ 0	$ 837

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	932					932
Net (loss) income \| Accounting Standards Update 2016-13	(51)
Other comprehensive income (loss)					(63)
Purchase of treasury stock (in shares)				(27)
Purchase of treasury stock (including payment of tax withholdings)				$ (573)
Purchase of restricted stock from employees (in shares)				(10)
Purchase of net settled restricted stock from employees				$ (209)
Stock-based compensation (in shares)			66
Stock-based compensation			$ 856
Ending balance (in shares) at Jun. 30, 2023		2,823	3,889
Ending treasury balance (in shares) at Jun. 30, 2023				(1,066)
Ending balance at Jun. 30, 2023	46,684		$ 492,427	$ (17,528)	(1,702)	(426,513)
Beginning balance (in shares) at Mar. 31, 2023		2,824	3,861
Beginning treasury balance (in shares) at Mar. 31, 2023				(1,037)
Beginning balance at Mar. 31, 2023	46,395		$ 492,044	$ (16,910)	(1,648)	(427,091)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net (loss) income	578					578
Other comprehensive income (loss)					(54)
Purchase of treasury stock (in shares)				(27)
Purchase of treasury stock (including payment of tax withholdings)				$ (573)
Purchase of restricted stock from employees (in shares)				(2)
Purchase of net settled restricted stock from employees				$ (45)
Stock-based compensation (in shares)			28
Stock-based compensation			$ 383
Ending balance (in shares) at Jun. 30, 2023		2,823	3,889
Ending treasury balance (in shares) at Jun. 30, 2023				(1,066)
Ending balance at Jun. 30, 2023	$ 46,684		$ 492,427	$ (17,528)	(1,702)	(426,513)
Beginning balance (in shares) at Dec. 31, 2023	2,751	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	$ (3,339)					(3,339)
Other comprehensive income (loss)					(518)
Purchase of treasury stock (in shares)				(150)
Purchase of treasury stock (including payment of tax withholdings)				$ (2,399)
Purchase of restricted stock from employees (in shares)				(13)
Purchase of net settled restricted stock from employees				$ (198)
Stock-based compensation (in shares)			107
Stock-based compensation			$ 464
Ending balance (in shares) at Jun. 30, 2024	2,807	2,751	4,003
Ending treasury balance (in shares) at Jun. 30, 2024	1,252			(1,252)
Ending balance at Jun. 30, 2024	$ 42,564		$ 493,504	$ (20,546)	(1,808)	(428,586)
Beginning balance (in shares) at Mar. 31, 2024		2,833	3,995
Beginning treasury balance (in shares) at Mar. 31, 2024				(1,162)
Beginning balance at Mar. 31, 2024	44,303		$ 493,418	$ (19,044)	(1,926)	(428,145)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net (loss) income	$ (441)					(441)
Other comprehensive income (loss)					118
Purchase of treasury stock (in shares)				(87)
Purchase of treasury stock (including payment of tax withholdings)				$ (1,463)
Purchase of restricted stock from employees (in shares)				(3)
Purchase of net settled restricted stock from employees				$ (39)
Stock-based compensation (in shares)			8
Stock-based compensation			$ 86
Ending balance (in shares) at Jun. 30, 2024	2,807	2,751	4,003
Ending treasury balance (in shares) at Jun. 30, 2024	1,252			(1,252)
Ending balance at Jun. 30, 2024	$ 42,564		$ 493,504	$ (20,546)	$ (1,808)	$ (428,586)

BASIS OF PRESENTATION	6 Months Ended
BASIS OF PRESENTATION	Jun. 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.

DESCRIPTION OF BUSINESS	6 Months Ended
DESCRIPTION OF BUSINESS	Jun. 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 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 14 to the Condensed Consolidated Financial Statements for further details regarding the Company’s reportable segments: Americas, Asia Pacific, and EMEA.

ACCOUNTING PRONOUNCEMENTS	6 Months Ended
ACCOUNTING PRONOUNCEMENTS	Jun. 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.

REVENUE RECOGNITION

6 Months Ended

Jun. 30, 2024

Revenue from Contract with Customer [Abstract]

ACCOUNTING PRONOUNCEMENTS

REVENUE RECOGNITION

Nature of Services

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.

Disaggregation of Revenue


	Three Months Ended June 30,
	2024		2023
RPO	$	17,770	$	21,919
Contracting	17,942		22,978
Total Revenue	$	35,712	$	44,897


	Six Months Ended June 30,
	2024		2023
RPO	$	33,608	$	43,440
Contracting	35,995		44,529
Total Revenue	$	69,603	$	87,969

ACCOUNT RECEIVABLE, NET

6 Months Ended

Jun. 30, 2024

Receivables [Abstract]

ACCOUNT RECEIVABLE, NET

ACCOUNTS RECEIVABLE, NET

The following table summarizes the components of “Accounts receivable, net” as presented on the Condensed Consolidated Balance Sheets:


	June 30,		December 31,
Accounts Receivable:	2024		2023
Billed receivables	$	17,633	$	14,925
Unbilled receivables	7,257		5,163
Accounts Receivable, Gross	$	24,890	$	20,088
Allowance for expected credit losses	(378)		(378)
Accounts Receivable, Net	$	24,512	$	19,710

The following table summarizes the total provision for expected credit losses and write-offs:


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Beginning balance	$	367	$	102	$	378	$	51
Provision for expected credit losses	11		—		3		—
Write-offs	—		—		(3)		—
Cumulative-effect adjustment from adoption of ASU 2016-13, Credit Losses	—		—		—		51
Ending Balance	$	378	$	102	$	378	$	102

ACQUISITION

6 Months Ended

Jun. 30, 2024

Business Combinations [Abstract]

ACQUISITION

ACQUISITIONS

Hudson Global Resources (Singapore) Pte. Ltd.

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 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
Liabilities Assumed:
Accrued expenses and other current liabilities	$	580
Other long-term liabilities	44
Liabilities Assumed	$	624

Fair value of consideration transferred	$	2,574


	Fair Value		Useful Life
Non-compete agreements	$	28	5 years
Customer lists	97		4 years
Trade name	87		5 years
Total identifiable assets	$	212

Hunt & Badge Consulting Private Limited

aggregate payable over an eighteen-month period, subject to the achievement of certain performance thresholds and, the satisfaction of certain conditions.

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. Excluding the contingent consideration, 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 HnB Acquisition of $63 that were expensed as part of “Office and general”. The Company’s accounting for the business combination was completed as of December 31, 2022.

Below is a summary of the fair value of the net assets acquired on the acquisition date based on internal valuations at the date of the HnB Acquisition.


	Fair Value
Assets Acquired:
Cash and cash equivalents	$	314
Accounts receivable	80
Prepaid expenses and other assets	77
Property and equipment	35
Intangible assets	150
Goodwill	687
Assets Acquired	$	1,343
Liabilities Assumed:
Accrued expenses and other current liabilities	$	20
Other long-term liabilities	63
Liabilities Assumed	$	83

Fair value of consideration transferred	$	1,260


	Fair Value		Useful Life
Non-compete agreements	$	40	3 years
Customer lists	60		3 years
Trade name	50		5 years
Total identifiable assets	$	150

STOCK-BASED COMPENSATION

6 Months Ended

Jun. 30, 2024

Share-Based Payment Arrangement [Abstract]

STOCK-BASED COMPENSATION

Incentive Compensation Plan

All share issuances related to stock compensation plans are issued from the aforementioned stock available for future issuance under stockholder approved compensation plan.

A summary of the quantity and vesting conditions for stock-based units granted to the Company’s employees for the six months ended June 30, 2024 was as follows:


Vesting conditions																		Number 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 granted																		60,187

(1)The performance conditions with respect to restricted stock units may be satisfied as follows:

(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

As of June 30, 2024, 218,538 restricted stock units are deferred under the Company’s ISAP.

For the three and six months ended June 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 June 30,				Six Months Ended June 30,
	2024		2023		2024		2023

Restricted shares of common stock	$	—	$	—	$	—	$	16
Restricted stock units	86		383		464		840
Restricted stock units-cash settled liabilities	101		—		101		—
Total	$	187	$	383	$	565	$	856

Restricted Stock Units

Changes in the Company’s restricted stock units for the six months ended June 30, 2024 and 2023 were as follows:


	Six Months Ended June 30, 2024
	Performance-based			Time-based/Director			Total
	Number of Shares of Restricted Stock Units	Weighted Average Grant-Date Fair Value		Number of Shares of Restricted Stock Units	Weighted Average Grant-Date Fair Value		Number of Shares of Restricted Stock Units	Weighted 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
Granted	47,647	$	14.51	17,212	$	16.07	64,859	$	14.93
Shares earned above target (a)	—	$	—	—	$	—	—	$	—
Vested	(56,263)	$	21.69	(10,835)	$	18.49	(67,098)	$	21.17
Forfeited	(28,841)	$	22.27	(340)	$	17.72	(29,181)	$	22.22
Unvested restricted stock units at June 30, 2024	57,807	$	18.45	86,459	$	16.16	144,266	$	17.08

(a) The number of shares earned above target are based on the performance target established by the Compensation Committee at the initial grant date.

(a) The number of shares earned above target are based on the performance targets established by the Compensation Committee at the initial grant date.


	Six Months Ended June 30, 2023
	Performance-based			Time-based/Director			Total
	Number of Shares of Restricted Stock Units	Weighted Average Grant-Date Fair Value		Number of Shares of Restricted Stock Units	Weighted Average Grant-Date Fair Value		Number of Shares of Restricted Stock Units	Weighted 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
Granted	28,841	$	22.27	3,710	$	21.31	32,551	$	22.16
Shares earned above target (a)	3,940	$	35.72	—	$	—	3,940	$	35.72
Vested	(58,834)	$	22.10	(12,373)	$	19.13	(71,207)	$	21.59
Forfeited	(8,869)	$	35.10	(1,700)	$	14.54	(10,569)	$	31.79
Unvested restricted stock units at June 30, 2023	95,264	$	23.49	23,027	$	21.53	118,291	$	23.11

(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

Changes in the Company’s restricted shares of common stock for the six months ended June 30, 2024 and 2023, were as follows:


		Six Months Ended June 30,
	2023
			Number of Restricted Shares of Common Stock	Weighted Average Grant-Date Fair Value
Unvested restricted shares of common stock at January 1			17,410	$	9.57
Vested			(17,410)	$	9.57
Unvested restricted shares of common stock at June 30,			—	$	—

INCOME TAXES

6 Months Ended

Jun. 30, 2024

Income Tax Disclosure [Abstract]

Income Taxes

INCOME TAXES

Income Tax Provision

Effective Tax Rate

Uncertain Tax Positions

The Company believes that its unrecognized tax benefits as of June 30, 2024 are appropriately reflected for all years subject to examination above.

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

EARNINGS (LOSS) PER SHARE

6 Months Ended

Jun. 30, 2024

Earnings Per Share [Abstract]

EARNINGS (LOSS) PER SHARE

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


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Earnings (loss) per share (“EPS”):



Basic	$	(0.15)	$	0.19	$	(1.10)	$	0.30



Diluted	$	(0.15)	$	0.18	$	(1.10)	$	0.30
EPS numerator - basic and diluted:


Net (loss) income	$	(441)	$	578	$	(3,339)	$	932
EPS denominator (in thousands):
Weighted average common stock outstanding - basic	3,011		3,084		3,026		3,059
Common stock equivalents: restricted stock units and restricted shares of common stock	—		54		—		71
Weighted average number of common stock outstanding - diluted	3,011		3,138		3,026		3,130

restricted stock units) were anti-dilutive and therefore not included in the calculation of the denominator of dilutive earnings per share.


	Three Months Ended June 30,		Six Months Ended June 30,
	2024	2023	2024	2023

Unvested restricted stock units	—	—	—	497

Total	—	—	—	497

GOODWILL AND INTANGIBLE ASSETS

6 Months Ended

Jun. 30, 2024

Goodwill and Intangible Assets Disclosure [Abstract]

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 six months ended June 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 translation	(25)
Goodwill, June 30, 2024	$	5,724


	Carrying Value
	2023
Goodwill, January 1,	$	4,875
Acquisitions	847
Currency translation	27
Goodwill, December 31, 2023	$	5,749

Intangible Assets

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


June 30, 2024	Weighted Average Remaining Amortization Useful Lives (in years)	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
Non-compete agreements	3.1	$	146	$	(107)	$	39
Trade name	6.4	1,635		(622)		1,013
Customer lists	3.0	3,955		(2,046)		1,909
Developed technology	0.5	657		(578)		79
		$	6,393	$	(3,353)	$	3,040


December 31, 2023	Weighted Average Remaining Amortization Useful Lives (in years)	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
Non-compete agreements	3.4	$	147	$	(98)	$	49
Trade name	6.7	1,638		(515)		1,123
Customer lists	3.5	3,957		(1,690)		2,267
Developed technology	0.9	657		(468)		189
		$	6,399	$	(2,771)	$	3,628

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	$	547
2025	870
2026	634
2027	549
2028	129
Thereafter	311
	$	3,040

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


	January 1, 2024 Beginning Balance		Amortization		Translation and Other		June 30, 2024 Ending Balance
Non-compete agreements	$	49	$	(9)	$	(1)	$	39
Trade name	1,123		(109)		(1)		1,013
Customer lists	2,267		(355)		(3)		1,909
Developed technology	189		(109)		(1)		79
	$	3,628	$	(582)	$	(6)	$	3,040

COMMITMENTS AND CONTINGENCIES

6 Months Ended

Jun. 30, 2024

Commitments and Contingencies Disclosure [Abstract]

COMMITMENTS AND CONTINGENCIES

Litigation and Complaints

Operating Leases

As of June 30, 2024, future minimum operating lease payments are as follows:


	2024		2025		2026		2027		Total
Minimum lease payments	$	394	$	562	$	92	$	8	$	1,056

Invoice Finance Credit Facility

STOCKHOLDERS' EQUITY	6 Months Ended
STOCKHOLDERS' EQUITY	Jun. 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 six months ended June 30, 2024 the Company repurchased a total of 131,438 shares of its common stock for a cost of $2,119 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 17,621 shares of its common stock on the open market for a cost of $283. For the six months ended June 30, 2023, the Company repurchased 27,277 shares of its common stock on the open market for $573. As of June 30, 2024, under the July 30, 2015 and August 8, 2023 authorizations combined, the Company had repurchased an aggregate of 644,850 shares for a total cost of $12,505, completing the July 30, 2015 authorization and leaving $2,495 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. 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. 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 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.

SEGMENT AND GEOGRAPHIC DATA

6 Months Ended

Jun. 30, 2024

Segment Reporting [Abstract]

SEGMENT AND GEOGRAPHIC DATA

Segment Reporting


	Americas		Asia Pacific		EMEA		Corporate		Inter-Segment Elimination		Total
For The Three Months Ended June 30, 2024
Revenue, from external customers	$	6,972	$	22,649	$	6,091	$	—	$	—	$	35,712
Inter-segment revenue	59		—		34		—		(93)		—
Total revenue	$	7,031	$	22,649	$	6,125	$	—	$	(93)	$	35,712
Adjusted net revenue, from external customers (a)	$	6,344	$	7,627	$	3,644	$	—	$	—	$	17,615
Inter-segment adjusted net revenue	58		(92)		34		—		—		—
Total adjusted net revenue	$	6,402	$	7,535	$	3,678	$	—	$	—	$	17,615



EBITDA (loss) (b)	$	402	$	224	$	149	$	(770)	$	—	$	5
Depreciation and amortization	(232)		(46)		(7)		(2)		—		(287)
Intercompany dividend/interest (expense) income, net	—		(131)		—		131		—		—
Interest income, net	—		2		—		92		—		94
Provision for income taxes	(52)		(16)		(167)		(18)		—		(253)
Net income (loss)	$	118	$	33	$	(25)	$	(567)	$	—	$	(441)

For The Six Months Ended June 30, 2024
Revenue, from external customers	$	12,966	$	44,158	$	12,479	$	—	$	—	$	69,603
Inter-segment revenue	114		—		34		—		(148)		—
Total revenue	$	13,080	$	44,158	$	12,513	$	—	$	(148)	$	69,603
Adjusted net revenue, from external customers (a)	$	12,149	$	14,173	$	7,623	$	—	$	—	$	33,945
Inter-segment adjusted net revenue	113		(139)		26		—		—		—
Total adjusted net revenue	$	12,262	$	14,034	$	7,649	$	—	$	—	$	33,945



EBITDA (loss) (b)	$	(462)	$	(377)	$	417	$	(2,255)	$	—	$	(2,677)
Depreciation and amortization	(581)		(84)		(14)		(5)		—		(684)
Intercompany dividend/interest (expense) income, net	—		(263)		—		263		—		—
Interest income, net	—		5		—		182		—		187
Provision for income taxes	(67)		201		(253)		(46)		—		(165)
Net income (loss)	$	(1,110)	$	(518)	$	150	$	(1,861)	$	—	$	(3,339)

As of June 30, 2024
Accounts receivable, net	$	5,234	$	12,736	$	6,542	$	—	$	—	$	24,512
Long-lived assets, net of accumulated depreciation and amortization (c)	$	7,192	$	1,845	$	31	$	32	$	—	$	9,100
Total assets	$	14,146	$	23,479	$	10,751	$	7,754	$	—	$	56,130


	Americas		Asia Pacific		EMEA		Corporate		Inter- Segment Elimination		Total
For The Three Months Ended June 30, 2023
Revenue, from external customers	$	8,569	$	28,402	$	7,926	$	—	$	—	$	44,897
Inter-segment revenue	102		—		—		—		(102)		—
Total revenue	$	8,671	$	28,402	$	7,926	$	—	$	(102)	$	44,897
Adjusted net revenue, from external customers (a)	$	8,321	$	9,581	$	4,681	$	—	$	—	$	22,583
Inter-segment adjusted net revenue	102		(58)		(15)		—		(29)		—
Total adjusted net revenue (a)	$	8,423	$	9,523	$	4,666	$	—	$	(29)	$	22,583



EBITDA (loss) (b)	$	(466)	$	2,131	$	851	$	(857)	$	—	$	1,659
Depreciation and amortization	(312)		(32)		(8)		(2)		—		(354)
Intercompany (expense) interest income, net	—		(127)		1,218		127		(1,218)		—
Interest (expense) income, net	—		2		—		128		—		130
Provision for income taxes	(73)		(552)		(299)		67		—		(857)
Net income (loss)	$	(851)	$	1,422	$	1,762	$	(537)	$	(1,218)	$	578

For The Six Months Ended June 30, 2023
Revenue, from external customers	$	17,841	$	55,678	$	14,450	$	—	$	—	$	87,969
Inter-segment revenue	111		—		(24)		—		(87)		—
Total revenue	$	17,952	$	55,678	$	14,426	$	—	$	(87)	$	87,969
Adjusted net revenue, from external customers (a)	$	17,243	$	18,040	$	9,064	$	—	$	—	$	44,347
Inter-segment adjusted net revenue	111		(38)		(47)		—		(26)		—
Total adjusted net revenue	$	17,354	$	18,002	$	9,017	$	—	$	(26)	$	44,347



EBITDA (loss) (b)	$	(896)	$	3,565	$	1,295	$	(1,806)	$	—	$	2,158
Depreciation and amortization	(623)		(59)		(15)		(5)		—		(702)
Intercompany (expense) interest income, net	—		(247)		1,218		247		(1,218)		—
Interest (expense) income, net	—		4		—		190		—		194
(Provision for) benefit from income taxes	155		(920)		(413)		460		—		(718)
Net income (loss)	$	(1,364)	$	2,343	$	2,085	$	(914)	$	(1,218)	$	932

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

(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 six months ended June 30, 2024 and 2023 and net assets by geographic area as of June 30, 2024 and 2023 and as of December 31, 2023, were as follows:


	Australia		United States		United Kingdom		Other		Total
For The Three Months Ended June 30, 2024
Revenue (a)	$	18,616	$	6,652	$	5,489	$	4,955	$	35,712
For The Three Months Ended June 30, 2023
Revenue (a)	$	25,422	$	8,125	$	7,547	$	3,803	$	44,897
For The Six Months Ended June 30, 2024
Revenue (a)	$	36,681	$	12,344	$	11,404	$	9,174	$	69,603
For The Six Months Ended June 30, 2023
Revenue (a)	$	49,794	$	16,795	$	13,696	$	7,684	$	87,969
As of June 30, 2024
Long-lived assets, net of accumulated depreciation and amortization (b)	$	34	$	7,224	$	22	$	1,820	$	9,100
Net assets	$	8,059	$	18,156	$	4,336	$	12,013	$	42,564
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

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

STOCKHOLDER RIGHTS PLAN	6 Months Ended
STOCKHOLDER RIGHTS PLAN	Jun. 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 six months ended June 30, 2024 the Company repurchased a total of 131,438 shares of its common stock for a cost of $2,119 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 17,621 shares of its common stock on the open market for a cost of $283. For the six months ended June 30, 2023, the Company repurchased 27,277 shares of its common stock on the open market for $573. As of June 30, 2024, under the July 30, 2015 and August 8, 2023 authorizations combined, the Company had repurchased an aggregate of 644,850 shares for a total cost of $12,505, completing the July 30, 2015 authorization and leaving $2,495 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. 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. 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 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.

Equity	6 Months Ended
Equity	Jun. 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 $100,000,000. The registration statement was declared effective by the SEC on July 26, 2022. As of June 30, 2024, no securities had been offered or issued under the registration statement.

Comprehensive Text Block List (Policies)	6 Months Ended
Comprehensive Text Block List (Policies)	Jun. 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.

REVENUE RECOGNITION (Tables)

6 Months Ended

Jun. 30, 2024

Revenue from Contract with Customer [Abstract]

Disaggregation of Revenue


	Three Months Ended June 30,
	2024		2023
RPO	$	17,770	$	21,919
Contracting	17,942		22,978
Total Revenue	$	35,712	$	44,897


	Six Months Ended June 30,
	2024		2023
RPO	$	33,608	$	43,440
Contracting	35,995		44,529
Total Revenue	$	69,603	$	87,969

ACCOUNT RECEIVABLE, NET (Tables)

6 Months Ended

Jun. 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:


	June 30,		December 31,
Accounts Receivable:	2024		2023
Billed receivables	$	17,633	$	14,925
Unbilled receivables	7,257		5,163
Accounts Receivable, Gross	$	24,890	$	20,088
Allowance for expected credit losses	(378)		(378)
Accounts Receivable, Net	$	24,512	$	19,710

The following table summarizes the total provision for expected credit losses and write-offs:


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Beginning balance	$	367	$	102	$	378	$	51
Provision for expected credit losses	11		—		3		—
Write-offs	—		—		(3)		—
Cumulative-effect adjustment from adoption of ASU 2016-13, Credit Losses	—		—		—		51
Ending Balance	$	378	$	102	$	378	$	102

ACQUISITION (Tables)

6 Months Ended

Jun. 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 internal valuations at the date of the HnB Acquisition.


	Fair Value
Assets Acquired:
Cash and cash equivalents	$	314
Accounts receivable	80
Prepaid expenses and other assets	77
Property and equipment	35
Intangible assets	150
Goodwill	687
Assets Acquired	$	1,343
Liabilities Assumed:
Accrued expenses and other current liabilities	$	20
Other long-term liabilities	63
Liabilities Assumed	$	83

Fair value of consideration transferred	$	1,260

Schedule of Finite-Lived Intangible Assets Acquired as Part of Business Combination

The following table sets forth the components of identifiable intangible assets acquired and their estimated useful lives on the date of the HnB Acquisition.


	Fair Value		Useful Life
Non-compete agreements	$	40	3 years
Customer lists	60		3 years
Trade name	50		5 years
Total identifiable assets	$	150

STOCK-BASED COMPENSATION (Tables)

6 Months Ended

Jun. 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 six months ended June 30, 2024 was as follows:


Vesting conditions																		Number 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 granted																		60,187

(1)The performance conditions with respect to restricted stock units may be satisfied as follows:

(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

Schedule of stock-based compensation expense

For the three and six months ended June 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 June 30,				Six Months Ended June 30,
	2024		2023		2024		2023

Restricted shares of common stock	$	—	$	—	$	—	$	16
Restricted stock units	86		383		464		840
Restricted stock units-cash settled liabilities	101		—		101		—
Total	$	187	$	383	$	565	$	856

Changes in restricted stock units and shares

Changes in the Company’s restricted stock units for the six months ended June 30, 2024 and 2023 were as follows:


	Six Months Ended June 30, 2024
	Performance-based			Time-based/Director			Total
	Number of Shares of Restricted Stock Units	Weighted Average Grant-Date Fair Value		Number of Shares of Restricted Stock Units	Weighted Average Grant-Date Fair Value		Number of Shares of Restricted Stock Units	Weighted 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
Granted	47,647	$	14.51	17,212	$	16.07	64,859	$	14.93
Shares earned above target (a)	—	$	—	—	$	—	—	$	—
Vested	(56,263)	$	21.69	(10,835)	$	18.49	(67,098)	$	21.17
Forfeited	(28,841)	$	22.27	(340)	$	17.72	(29,181)	$	22.22
Unvested restricted stock units at June 30, 2024	57,807	$	18.45	86,459	$	16.16	144,266	$	17.08

(a) The number of shares earned above target are based on the performance target established by the Compensation Committee at the initial grant date.

(a) The number of shares earned above target are based on the performance targets established by the Compensation Committee at the initial grant date.


	Six Months Ended June 30, 2023
	Performance-based			Time-based/Director			Total
	Number of Shares of Restricted Stock Units	Weighted Average Grant-Date Fair Value		Number of Shares of Restricted Stock Units	Weighted Average Grant-Date Fair Value		Number of Shares of Restricted Stock Units	Weighted 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
Granted	28,841	$	22.27	3,710	$	21.31	32,551	$	22.16
Shares earned above target (a)	3,940	$	35.72	—	$	—	3,940	$	35.72
Vested	(58,834)	$	22.10	(12,373)	$	19.13	(71,207)	$	21.59
Forfeited	(8,869)	$	35.10	(1,700)	$	14.54	(10,569)	$	31.79
Unvested restricted stock units at June 30, 2023	95,264	$	23.49	23,027	$	21.53	118,291	$	23.11

(a) The number of shares earned above target are based on the performance targets established by the Compensation Committee at the initial grant date.

Changes in the Company’s restricted shares of common stock for the six months ended June 30, 2024 and 2023, were as follows:


		Six Months Ended June 30,
	2023
			Number of Restricted Shares of Common Stock	Weighted Average Grant-Date Fair Value
Unvested restricted shares of common stock at January 1			17,410	$	9.57
Vested			(17,410)	$	9.57
Unvested restricted shares of common stock at June 30,			—	$	—

EARNINGS (LOSS) PER SHARE (Tables)

6 Months Ended

Jun. 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 six months ended June 30, 2024 and 2023 were as follows:


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Earnings (loss) per share (“EPS”):



Basic	$	(0.15)	$	0.19	$	(1.10)	$	0.30



Diluted	$	(0.15)	$	0.18	$	(1.10)	$	0.30
EPS numerator - basic and diluted:


Net (loss) income	$	(441)	$	578	$	(3,339)	$	932
EPS denominator (in thousands):
Weighted average common stock outstanding - basic	3,011		3,084		3,026		3,059
Common stock equivalents: restricted stock units and restricted shares of common stock	—		54		—		71
Weighted average number of common stock outstanding - diluted	3,011		3,138		3,026		3,130

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


	Three Months Ended June 30,		Six Months Ended June 30,
	2024	2023	2024	2023

Unvested restricted stock units	—	—	—	497

Total	—	—	—	497

GOODWILL AND INTANGIBLE ASSETS (Tables)

6 Months Ended

Jun. 30, 2024

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of goodwill

For the six months ended June 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 translation	(25)
Goodwill, June 30, 2024	$	5,724


	Carrying Value
	2023
Goodwill, January 1,	$	4,875
Acquisitions	847
Currency translation	27
Goodwill, December 31, 2023	$	5,749

Schedule of Finite-Lived Intangible Assets


June 30, 2024	Weighted Average Remaining Amortization Useful Lives (in years)	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
Non-compete agreements	3.1	$	146	$	(107)	$	39
Trade name	6.4	1,635		(622)		1,013
Customer lists	3.0	3,955		(2,046)		1,909
Developed technology	0.5	657		(578)		79
		$	6,393	$	(3,353)	$	3,040


December 31, 2023	Weighted Average Remaining Amortization Useful Lives (in years)	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
Non-compete agreements	3.4	$	147	$	(98)	$	49
Trade name	6.7	1,638		(515)		1,123
Customer lists	3.5	3,957		(1,690)		2,267
Developed technology	0.9	657		(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	$	547
2025	870
2026	634
2027	549
2028	129
Thereafter	311
	$	3,040

Schedule of Amortization Intangible Assets

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


	January 1, 2024 Beginning Balance		Amortization		Translation and Other		June 30, 2024 Ending Balance
Non-compete agreements	$	49	$	(9)	$	(1)	$	39
Trade name	1,123		(109)		(1)		1,013
Customer lists	2,267		(355)		(3)		1,909
Developed technology	189		(109)		(1)		79
	$	3,628	$	(582)	$	(6)	$	3,040

COMMITMENTS AND CONTINGENCIES (Tables)

6 Months Ended

Jun. 30, 2024

Commitments and Contingencies Disclosure [Abstract]

Lessee, Operating Lease, Liability, Maturity

As of June 30, 2024, future minimum operating lease payments are as follows:


	2024		2025		2026		2027		Total
Minimum lease payments	$	394	$	562	$	92	$	8	$	1,056

SEGMENT AND GEOGRAPHIC DATA (Tables)

6 Months Ended

Jun. 30, 2024

Segment Reporting [Abstract]

Schedule of segment reporting information


	Americas		Asia Pacific		EMEA		Corporate		Inter-Segment Elimination		Total
For The Three Months Ended June 30, 2024
Revenue, from external customers	$	6,972	$	22,649	$	6,091	$	—	$	—	$	35,712
Inter-segment revenue	59		—		34		—		(93)		—
Total revenue	$	7,031	$	22,649	$	6,125	$	—	$	(93)	$	35,712
Adjusted net revenue, from external customers (a)	$	6,344	$	7,627	$	3,644	$	—	$	—	$	17,615
Inter-segment adjusted net revenue	58		(92)		34		—		—		—
Total adjusted net revenue	$	6,402	$	7,535	$	3,678	$	—	$	—	$	17,615



EBITDA (loss) (b)	$	402	$	224	$	149	$	(770)	$	—	$	5
Depreciation and amortization	(232)		(46)		(7)		(2)		—		(287)
Intercompany dividend/interest (expense) income, net	—		(131)		—		131		—		—
Interest income, net	—		2		—		92		—		94
Provision for income taxes	(52)		(16)		(167)		(18)		—		(253)
Net income (loss)	$	118	$	33	$	(25)	$	(567)	$	—	$	(441)

For The Six Months Ended June 30, 2024
Revenue, from external customers	$	12,966	$	44,158	$	12,479	$	—	$	—	$	69,603
Inter-segment revenue	114		—		34		—		(148)		—
Total revenue	$	13,080	$	44,158	$	12,513	$	—	$	(148)	$	69,603
Adjusted net revenue, from external customers (a)	$	12,149	$	14,173	$	7,623	$	—	$	—	$	33,945
Inter-segment adjusted net revenue	113		(139)		26		—		—		—
Total adjusted net revenue	$	12,262	$	14,034	$	7,649	$	—	$	—	$	33,945



EBITDA (loss) (b)	$	(462)	$	(377)	$	417	$	(2,255)	$	—	$	(2,677)
Depreciation and amortization	(581)		(84)		(14)		(5)		—		(684)
Intercompany dividend/interest (expense) income, net	—		(263)		—		263		—		—
Interest income, net	—		5		—		182		—		187
Provision for income taxes	(67)		201		(253)		(46)		—		(165)
Net income (loss)	$	(1,110)	$	(518)	$	150	$	(1,861)	$	—	$	(3,339)

As of June 30, 2024
Accounts receivable, net	$	5,234	$	12,736	$	6,542	$	—	$	—	$	24,512
Long-lived assets, net of accumulated depreciation and amortization (c)	$	7,192	$	1,845	$	31	$	32	$	—	$	9,100
Total assets	$	14,146	$	23,479	$	10,751	$	7,754	$	—	$	56,130


	Americas		Asia Pacific		EMEA		Corporate		Inter- Segment Elimination		Total
For The Three Months Ended June 30, 2023
Revenue, from external customers	$	8,569	$	28,402	$	7,926	$	—	$	—	$	44,897
Inter-segment revenue	102		—		—		—		(102)		—
Total revenue	$	8,671	$	28,402	$	7,926	$	—	$	(102)	$	44,897
Adjusted net revenue, from external customers (a)	$	8,321	$	9,581	$	4,681	$	—	$	—	$	22,583
Inter-segment adjusted net revenue	102		(58)		(15)		—		(29)		—
Total adjusted net revenue (a)	$	8,423	$	9,523	$	4,666	$	—	$	(29)	$	22,583



EBITDA (loss) (b)	$	(466)	$	2,131	$	851	$	(857)	$	—	$	1,659
Depreciation and amortization	(312)		(32)		(8)		(2)		—		(354)
Intercompany (expense) interest income, net	—		(127)		1,218		127		(1,218)		—
Interest (expense) income, net	—		2		—		128		—		130
Provision for income taxes	(73)		(552)		(299)		67		—		(857)
Net income (loss)	$	(851)	$	1,422	$	1,762	$	(537)	$	(1,218)	$	578

For The Six Months Ended June 30, 2023
Revenue, from external customers	$	17,841	$	55,678	$	14,450	$	—	$	—	$	87,969
Inter-segment revenue	111		—		(24)		—		(87)		—
Total revenue	$	17,952	$	55,678	$	14,426	$	—	$	(87)	$	87,969
Adjusted net revenue, from external customers (a)	$	17,243	$	18,040	$	9,064	$	—	$	—	$	44,347
Inter-segment adjusted net revenue	111		(38)		(47)		—		(26)		—
Total adjusted net revenue	$	17,354	$	18,002	$	9,017	$	—	$	(26)	$	44,347



EBITDA (loss) (b)	$	(896)	$	3,565	$	1,295	$	(1,806)	$	—	$	2,158
Depreciation and amortization	(623)		(59)		(15)		(5)		—		(702)
Intercompany (expense) interest income, net	—		(247)		1,218		247		(1,218)		—
Interest (expense) income, net	—		4		—		190		—		194
(Provision for) benefit from income taxes	155		(920)		(413)		460		—		(718)
Net income (loss)	$	(1,364)	$	2,343	$	2,085	$	(914)	$	(1,218)	$	932

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

(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 six months ended June 30, 2024 and 2023 and net assets by geographic area as of June 30, 2024 and 2023 and as of December 31, 2023, were as follows:


	Australia		United States		United Kingdom		Other		Total
For The Three Months Ended June 30, 2024
Revenue (a)	$	18,616	$	6,652	$	5,489	$	4,955	$	35,712
For The Three Months Ended June 30, 2023
Revenue (a)	$	25,422	$	8,125	$	7,547	$	3,803	$	44,897
For The Six Months Ended June 30, 2024
Revenue (a)	$	36,681	$	12,344	$	11,404	$	9,174	$	69,603
For The Six Months Ended June 30, 2023
Revenue (a)	$	49,794	$	16,795	$	13,696	$	7,684	$	87,969
As of June 30, 2024
Long-lived assets, net of accumulated depreciation and amortization (b)	$	34	$	7,224	$	22	$	1,820	$	9,100
Net assets	$	8,059	$	18,156	$	4,336	$	12,013	$	42,564
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

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

DESCRIPTION OF BUSINESS (Details)	6 Months Ended
DESCRIPTION OF BUSINESS (Details)	Jun. 30, 2024 Segment Country
Description of Business [Abstract]
Number of reportable segments \| Segment	3
Number of countries in which entity operates \| Country	14

ACCOUNTING PRONOUNCEMENTS (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023	Jan. 01, 2023
Accounting Policies [Abstract]
Accumulated deficit	$ 428,586	$ 425,247	$ 51

REVENUE RECOGNITION - Narrative (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2022
Revenue from Contract with Customer [Abstract]
Deferred revenue	$ 193	$ 96

REVENUE RECOGNITION - Disaggregation of Revenue (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Disaggregation of Revenue [Line Items]
Revenue	$ 35,712	$ 44,897	$ 69,603	$ 87,969
RPO Recruitment
Disaggregation of Revenue [Line Items]
Revenue	17,770	21,919	33,608	43,440
Contracting
Disaggregation of Revenue [Line Items]
Revenue	$ 17,942	$ 22,978	$ 35,995	$ 44,529

ACCOUNT RECEIVABLE, NET - Narrative (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Receivables [Abstract]
Unbilled receivables	$ 7,257	$ 5,163

ACCOUNT RECEIVABLE, NET - Components of Accounts Receivable (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Mar. 31, 2024	Dec. 31, 2023	Jun. 30, 2023	Mar. 31, 2023	Dec. 31, 2022
Receivables [Abstract]
Billed receivables	$ 17,633		$ 14,925
Unbilled receivables	7,257		5,163
Accounts Receivable, Gross	24,890		20,088
Allowance for expected credit losses	(378)	$ (367)	(378)	$ (102)	$ (102)	$ (51)
Accounts Receivable, Net	$ 24,512		$ 19,710

ACCOUNT RECEIVABLE, NET - Schedule of Provision (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Beginning balance	$ 367	$ 102	$ 378	$ 51
Provision for expected credit losses	11	0	3	0
Write-offs	0	0	(3)	0
Ending Balance	378	102	378	102
Accounting Standards Update 2016-13
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Beginning balance	$ 0	$ 0	$ 0	$ 51

ACQUISITION - Narrative (Details) - USD ($) $ in Thousands	Oct. 31, 2023	Aug. 19, 2022	Jun. 30, 2024
Singapore Acquisition
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
HnB Acquisition
Business Acquisition [Line Items]
Payments to acquire businesses		$ 1,064
Contingent consideration, payout period		18 months
Contingent consideration payable		$ 350
Consideration transferred		1,260
Business combination, preliminary working capital adjustment		46
Cash and cash equivalents		314
Transaction costs		63
Acquired owner receivable		$ 28
HnB Acquisition \| Fair Value, Inputs, Level 3
Business Acquisition [Line Items]
Contingent consideration payable			$ 150

ACQUISITION - Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023	Oct. 31, 2023	Dec. 31, 2022	Aug. 19, 2022
Business Acquisition [Line Items]
Goodwill	$ 5,724	$ 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
HnB Acquisition
Business Acquisition [Line Items]
Cash and cash equivalents					$ 314
Accounts receivable					80
Prepaid expenses and other assets					77
Property and equipment					35
Intangible assets					150
Goodwill					687
Assets Acquired					1,343
Accrued expenses and other current liabilities					20
Other long-term liabilities					63
Liabilities Assumed					83
Fair value of consideration transferred					$ 1,260

ACQUISITION - Intangible Assets Acquired (Details) - USD ($) $ in Thousands	Oct. 31, 2023	Aug. 19, 2022
Singapore Acquisition
Business Acquisition [Line Items]
Intangible assets acquired	$ 212
HnB Acquisition
Business Acquisition [Line Items]
Intangible assets acquired		$ 150
Non-compete agreements \| Singapore Acquisition
Business Acquisition [Line Items]
Intangible assets acquired	$ 28
Useful Life	5 years
Non-compete agreements \| HnB Acquisition
Business Acquisition [Line Items]
Intangible assets acquired		$ 40
Useful Life		3 years
Customer lists \| Singapore Acquisition
Business Acquisition [Line Items]
Intangible assets acquired	$ 97
Useful Life	4 years
Customer lists \| HnB Acquisition
Business Acquisition [Line Items]
Intangible assets acquired		$ 60
Useful Life		3 years
Trade name \| Singapore Acquisition
Business Acquisition [Line Items]
Intangible assets acquired	$ 87
Useful Life	5 years
Trade name \| HnB Acquisition
Business Acquisition [Line Items]
Intangible assets acquired		$ 50
Useful Life		5 years

STOCK-BASED COMPENSATION - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 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	129,051		129,051
Granted, Number of share of restricted stock (shares)			60,187
Granted, weighted average grant date fair value (usd per share)			$ 14.93
Stock-based compensation	$ 187	$ 383	$ 565	$ 856
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)			64,859	32,551
Total compensation cost not yet recognized	951		$ 951
Weighted average service period			9 months 18 days
Granted, weighted average grant date fair value (usd per share)				$ 22.16
Stock-based compensation	$ 86	$ 383	$ 464	$ 840
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)			4,672
Number outstanding	218,538		218,538

STOCK-BASED COMPENSATION - Stock-based Compensation Expense (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation	$ 187	$ 383	$ 565	$ 856
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	86	383	464	840
Restricted stock units-cash settled liabilities
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation	$ 101	$ 0	$ 101	$ 0

STOCK-BASED COMPENSATION - Vesting Conditions (Details) - shares	6 Months Ended
	Jun. 30, 2024	Jun. 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

STOCK-BASED COMPENSATION - Restricted Stock Units and Shares (Details) - USD ($)	6 Months Ended
	Jun. 30, 2024	Jun. 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	$ 17.08		$ 20.29
Granted, Number of share of restricted stock (shares)	60,187
Granted, weighted average grant date fair value (usd per share)	$ 14.93
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
Vested, weighted average grant date fair value (usd per share)	$ 21.17
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	57,807	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	$ 18.45	$ 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	$ 0	$ 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	$ 0	$ 35.72
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period	(56,263)	(58,834)
Vested, weighted average grant date fair value (usd per share)	$ 21.69	$ 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	86,459	23,027	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	$ 16.16	$ 21.53	$ 16.50	$ 20.31
Granted, Number of share of restricted stock (shares)	17,212	3,710
Granted, weighted average grant date fair value (usd per share)	$ 16.07	$ 21.31
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period Above Target	$ 0	$ 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	$ 0
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period	(10,835)	(12,373)
Vested, weighted average grant date fair value (usd per share)	$ 18.49	$ 19.13
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Forfeited in Period	(340)	(1,700)
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	144,266	118,291	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		$ 23.11		$ 22.89
Granted, Number of share of restricted stock (shares)	64,859	32,551
Granted, weighted average grant date fair value (usd per share)		$ 22.16
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period Above Target	$ 0	$ 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	(67,098)	(71,207)
Vested, weighted average grant date fair value (usd per share)		$ 21.59
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Forfeited in Period	(29,181)	(10,569)
Forfeited, weighted average grant date fair value (usd per share)		$ 31.79
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

INCOME TAXES (Details) - USD ($) $ in Thousands	3 Months Ended			6 Months Ended
INCOME TAXES (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Jun. 30, 2023	Mar. 31, 2023	Jun. 30, 2024	Jun. 30, 2023	Dec. 31, 2023
Income Tax Examination [Line Items]
Provision for income taxes	$ 253	$ 857		$ 165	$ 718
Pre-tax income (loss)	(188)	$ 1,435		$ (3,174)	$ 1,650
Effective income tax rate				(5.00%)	44.00%
U.S. Federal statutory rate				21.00%
Unrecognized tax benefits						$ 60
Income tax penalties and interest accrued	30			$ 30		$ 27
Possible decrease of unrecognized tax benefits	$ 0			$ 0
Tax Authority, Spain
Income Tax Examination [Line Items]
Provision for income taxes			$ (408)

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		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Earnings Per Share [Abstract]
Basic (in dollars per share)	$ (0.15)	$ 0.19	$ (1.10)	$ 0.30
Diluted (in dollars per share)	$ (0.15)	$ 0.18	$ (1.10)	$ 0.30
Net (loss) income	$ (441)	$ 578	$ (3,339)	$ 932
Basic (in shares)	3,011	3,084	3,026	3,059
Common stock equivalents: stock options and restricted stock units	0	54	0	71
Weighted-average number of common stock outstanding - diluted (in shares)	3,011	3,138	3,026	3,130

EARNINGS (LOSS) PER SHARE - Antidilutive Securities Excluded From The Computation of Earnings (Loss) Per Share (Details) - shares	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share	0	0	0	497
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	0	0	497

GOODWILL AND INTANGIBLE ASSETS - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended	6 Months Ended
	Jun. 30, 2024	Jun. 30, 2024	Jun. 30, 2023	Dec. 31, 2023	Dec. 31, 2022	Aug. 19, 2022
Goodwill [Line Items]
Goodwill	$ 5,724	$ 5,724		$ 5,749	$ 4,875
Amortization expense of intangible assets	295	582
Impairment of intangible assets		0	$ 0
Accumulated Amortization	$ (3,353)	$ (3,353)		$ (2,771)
HnB Acquisition
Goodwill [Line Items]
Goodwill						$ 687

GOODWILL AND INTANGIBLE ASSETS - Schedule of Goodwill (Details) - USD ($) $ in Thousands	6 Months Ended	9 Months Ended
	Jun. 30, 2024	Sep. 30, 2023
Goodwill [Roll Forward]
Goodwill, January 1,	$ 5,749	$ 4,875
Acquisitions		847
Currency translation	(25)	$ 27
Goodwill, ending balance	$ 5,724

GOODWILL AND INTANGIBLE ASSETS - Intangible Assets (Details) - USD ($) $ in Thousands	3 Months Ended	6 Months Ended
	Jun. 30, 2024	Jun. 30, 2024	Dec. 31, 2023
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	$ 6,393	$ 6,393	$ 6,399
Accumulated Amortization	(3,353)	(3,353)	(2,771)
Net Carrying Amount	3,040	3,040	$ 3,628
Amortization expense of intangible assets	$ 295	$ 582
Non-compete agreements
Finite-Lived Intangible Assets [Line Items]
Average Remaining Amortization Useful Lives (in years)	3 years 1 month 6 days	3 years 1 month 6 days	3 years 4 months 24 days
Gross Carrying Amount	$ 146	$ 146	$ 147
Accumulated Amortization	(107)	(107)	(98)
Net Carrying Amount	$ 39	39	$ 49
Amortization expense of intangible assets		$ 9
Trade name
Finite-Lived Intangible Assets [Line Items]
Average Remaining Amortization Useful Lives (in years)	6 years 4 months 24 days	6 years 4 months 24 days	6 years 8 months 12 days
Gross Carrying Amount	$ 1,635	$ 1,635	$ 1,638
Accumulated Amortization	(622)	(622)	(515)
Net Carrying Amount	$ 1,013	1,013	$ 1,123
Amortization expense of intangible assets		$ 109
Customer lists
Finite-Lived Intangible Assets [Line Items]
Average Remaining Amortization Useful Lives (in years)	3 years	3 years	3 years 6 months
Gross Carrying Amount	$ 3,955	$ 3,955	$ 3,957
Accumulated Amortization	(2,046)	(2,046)	(1,690)
Net Carrying Amount	$ 1,909	1,909	$ 2,267
Amortization expense of intangible assets		$ 355
Developed technology
Finite-Lived Intangible Assets [Line Items]
Average Remaining Amortization Useful Lives (in years)	6 months	6 months	10 months 24 days
Gross Carrying Amount	$ 657	$ 657	$ 657
Accumulated Amortization	(578)	(578)	(468)
Net Carrying Amount	$ 79	79	$ 189
Amortization expense of intangible assets		$ 109

GOODWILL AND INTANGIBLE ASSETS - Future Amortization Expense (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Goodwill and Intangible Assets Disclosure [Abstract]
2024	$ 547
2025	870
2026	634
2027	549
2028	129
Thereafter	311
Net Carrying Amount	$ 3,040	$ 3,628

GOODWILL AND INTANGIBLE ASSETS - Amortization Intangible Assets (Details) - USD ($) $ in Thousands	3 Months Ended	6 Months Ended
	Jun. 30, 2024	Jun. 30, 2024
Finite-Lived Intangible Assets [Line Items]
January 1, 2024 Beginning Balance		$ 3,628
Amortization	$ (295)	(582)
Translation and Other		(6)
June 30, 2024 Ending Balance	3,040	3,040
Non-compete agreements
Finite-Lived Intangible Assets [Line Items]
January 1, 2024 Beginning Balance		49
Amortization		(9)
Translation and Other		(1)
June 30, 2024 Ending Balance	39	39
Trade name
Finite-Lived Intangible Assets [Line Items]
January 1, 2024 Beginning Balance		1,123
Amortization		(109)
Translation and Other		(1)
June 30, 2024 Ending Balance	1,013	1,013
Customer lists
Finite-Lived Intangible Assets [Line Items]
January 1, 2024 Beginning Balance		2,267
Amortization		(355)
Translation and Other		(3)
June 30, 2024 Ending Balance	1,909	1,909
Developed technology
Finite-Lived Intangible Assets [Line Items]
January 1, 2024 Beginning Balance		189
Amortization		(109)
Translation and Other		(1)
June 30, 2024 Ending Balance	$ 79	$ 79

COMMITMENTS AND CONTINGENCIES - Narrative (Details) $ in Millions			3 Months Ended		6 Months Ended
	May 25, 2022 SGD ($)	Apr. 08, 2019 AUD ($)	Jun. 30, 2024 USD ($)	Jun. 30, 2023 USD ($)	Jun. 30, 2024 USD ($)	Jun. 30, 2023 USD ($)
Commitments And Contingencies [Line Items]
Operating lease, cost					$ 679,000	$ 588,000
Operating lease, weighted average remaining lease term			1 year 7 months 6 days		1 year 7 months 6 days
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			$ 5,000	$ 5,000	$ 9,000	$ 9,000
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]
Debt instrument, basis spread on variable rate	3.50%
Tangible net worth, minimum	$ 1

COMMITMENTS AND CONTINGENCIES - Operating Lease Payments (Details) $ in Thousands	Jun. 30, 2024 USD ($)
Commitments and Contingencies Disclosure [Abstract]
2024	$ 394
2025	562
2026	92
2027	8
Total	$ 1,056

STOCKHOLDERS' EQUITY (Details) - USD ($)		3 Months Ended	6 Months Ended
STOCKHOLDERS' EQUITY (Details) - USD ($)	Jan. 29, 2024	Jun. 30, 2024	Jun. 30, 2024	Jun. 30, 2023	Aug. 08, 2023	Jul. 30, 2015
Equity, Class of Treasury Stock [Line Items]
Authorized amount of stock repurchase program					$ 5,000,000	$ 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	131,438	27,277
Purchase of treasury stock (including payment of tax withholdings)	$ 655,000	$ 1,181,000	$ 2,119,000	$ 573,000
Aggregate shares repurchased to date (in shares)		644,850	644,850
Aggregate shares repurchased to date		$ 12,505,000	$ 12,505,000
August 8 2023 Authorization
Equity, Class of Treasury Stock [Line Items]
Remaining authorized repurchase amount		$ 2,495,000	$ 2,495,000
Open Market Share Purchases
Equity, Class of Treasury Stock [Line Items]
Purchase of treasury stock (in shares)			17,621
Purchase of treasury stock (including payment of tax withholdings)			$ 283,000

SEGMENT AND GEOGRAPHIC DATA - Segment Information (Details) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024 USD ($)	Jun. 30, 2023 USD ($)	Jun. 30, 2024 USD ($) Segment	Jun. 30, 2023 USD ($)	Dec. 31, 2023 USD ($)
Segment Reporting Information [Line Items]
Number of reportable segments \| Segment			3
Revenue, from external customers	$ 35,712	$ 44,897	$ 69,603	$ 87,969
Inter-segment revenue	0	0	0	0
Revenue	35,712	44,897	69,603	87,969
Adjusted net revenue, from external customers	17,615	22,583	33,945	44,347
Inter-segment adjusted net revenue	0	0	0	0
Total adjusted net revenue	17,615	22,583	33,945	44,347
EBITDA (loss)	5	1,659	(2,677)	2,158
Depreciation and amortization	(287)	(354)	(684)	(702)
Intercompany dividend/interest (expense) income, net	0	0	0	0
Interest income, net	94	130	187	194
(Loss) income before income taxes	(188)	1,435	(3,174)	1,650
Provision for income taxes	(253)	(857)	(165)	(718)
Net (loss) income	(441)	578	(3,339)	932
Accounts receivable, net	24,512	19,710	24,512	19,710	$ 19,710
Long-lived assets, net of accumulated depreciation and amortization	9,100	9,798	9,100	9,798
Total assets	56,130	60,958	56,130	60,958	$ 60,958
Inter-Segment Elimination
Segment Reporting Information [Line Items]
Revenue, from external customers	0	0	0	0
Inter-segment revenue	(93)	(102)	(148)	(87)
Revenue	(93)	(102)	(148)	(87)
Adjusted net revenue, from external customers	0	0	0	0
Inter-segment adjusted net revenue	0	(29)	0	(26)
Total adjusted net revenue	0	(29)	0	(26)
EBITDA (loss)	0	0	0	0
Depreciation and amortization	0	0	0	0
Intercompany dividend/interest (expense) income, net	0	(1,218)	0	(1,218)
Interest income, net	0	0	0	0
Provision for income taxes	0	0	0	0
Net (loss) income	0	(1,218)	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	6,972	8,569	12,966	17,841
Inter-segment revenue	59	102	114	111
Revenue	7,031	8,671	13,080	17,952
Adjusted net revenue, from external customers	6,344	8,321	12,149	17,243
Inter-segment adjusted net revenue	58	102	113	111
Total adjusted net revenue	6,402	8,423	12,262	17,354
EBITDA (loss)	402	(466)	(462)	(896)
Depreciation and amortization	(232)	(312)	(581)	(623)
Intercompany dividend/interest (expense) income, net	0	0	0	0
Interest income, net	0	0	0	0
Provision for income taxes	(52)	(73)	(67)	155
Net (loss) income	118	(851)	(1,110)	(1,364)
Accounts receivable, net	5,234	5,502	5,234	5,502
Long-lived assets, net of accumulated depreciation and amortization	7,192	7,773	7,192	7,773
Total assets	14,146	17,632	14,146	17,632
Hudson Asia Pacific \| Operating Segments
Segment Reporting Information [Line Items]
Revenue, from external customers	22,649	28,402	44,158	55,678
Inter-segment revenue	0	0	0	0
Revenue	22,649	28,402	44,158	55,678
Adjusted net revenue, from external customers	7,627	9,581	14,173	18,040
Inter-segment adjusted net revenue	(92)	(58)	(139)	(38)
Total adjusted net revenue	7,535	9,523	14,034	18,002
EBITDA (loss)	224	2,131	(377)	3,565
Depreciation and amortization	(46)	(32)	(84)	(59)
Intercompany dividend/interest (expense) income, net	(131)	(127)	(263)	(247)
Interest income, net	2	2	5	4
Provision for income taxes	(16)	(552)	201	(920)
Net (loss) income	33	1,422	(518)	2,343
Accounts receivable, net	12,736	9,280	12,736	9,280
Long-lived assets, net of accumulated depreciation and amortization	1,845	1,954	1,845	1,954
Total assets	23,479	23,604	23,479	23,604
Hudson Europe \| Operating Segments
Segment Reporting Information [Line Items]
Revenue, from external customers	6,091	7,926	12,479	14,450
Inter-segment revenue	34	0	34	(24)
Revenue	6,125	7,926	12,513	14,426
Adjusted net revenue, from external customers	3,644	4,681	7,623	9,064
Inter-segment adjusted net revenue	34	(15)	26	(47)
Total adjusted net revenue	3,678	4,666	7,649	9,017
EBITDA (loss)	149	851	417	1,295
Depreciation and amortization	(7)	(8)	(14)	(15)
Intercompany dividend/interest (expense) income, net	0	1,218	0	1,218
Interest income, net	0	0	0	0
Provision for income taxes	(167)	(299)	(253)	(413)
Net (loss) income	(25)	1,762	150	2,085
Accounts receivable, net	6,542	4,928	6,542	4,928
Long-lived assets, net of accumulated depreciation and amortization	31	33	31	33
Total assets	10,751	11,064	10,751	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)	(770)	(857)	(2,255)	(1,806)
Depreciation and amortization	(2)	(2)	(5)	(5)
Intercompany dividend/interest (expense) income, net	131	127	263	247
Interest income, net	92	128	182	190
Provision for income taxes	(18)	67	(46)	460
Net (loss) income	(567)	(537)	(1,861)	(914)
Accounts receivable, net	0	0	0	0
Long-lived assets, net of accumulated depreciation and amortization	32	38	32	38
Total assets	$ 7,754	$ 8,658	$ 7,754	$ 8,658

SEGMENT AND GEOGRAPHIC DATA - Geographic Data Reporting (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Segment Reporting Information [Line Items]
Revenue	$ 35,712	$ 44,897	$ 69,603	$ 87,969
Long-lived assets, net of accumulated depreciation and amortization	9,100	9,798	9,100	9,798
Net assets	42,564	48,554	42,564	48,554
Australia
Segment Reporting Information [Line Items]
Revenue	18,616	25,422	36,681	49,794
Long-lived assets, net of accumulated depreciation and amortization	34	49	34	49
Net assets	8,059	9,634	8,059	9,634
United States
Segment Reporting Information [Line Items]
Revenue	6,652	8,125	12,344	16,795
Long-lived assets, net of accumulated depreciation and amortization	7,224	7,811	7,224	7,811
Net assets	18,156	22,585	18,156	22,585
United Kingdon
Segment Reporting Information [Line Items]
Revenue	5,489	7,547	11,404	13,696
Long-lived assets, net of accumulated depreciation and amortization	22	33	22	33
Net assets	4,336	5,084	4,336	5,084
Other
Segment Reporting Information [Line Items]
Revenue	4,955	3,803	9,174	7,684
Long-lived assets, net of accumulated depreciation and amortization	1,820	1,905	1,820	1,905
Net assets	$ 12,013	$ 11,251	$ 12,013	$ 11,251

STOCKHOLDER RIGHTS PLAN (Details) - $ / shares	Oct. 15, 2018	Jun. 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%