Document and Entity Information
Document and Entity Information | 9 Months Ended |
Sep. 30, 2019shares | |
Document Documentand Entity Information [Abstract] | |
Entity Registrant Name | Hudson Global, Inc. |
Entity Central Index Key | 0001210708 |
Document Type | 10-Q |
Current Fiscal Year End Date | --12-31 |
Entity Current Reporting Status | Yes |
Document Period End Date | Sep. 30, 2019 |
Amendment Flag | false |
Document Fiscal Year Focus | 2019 |
Document Fiscal Period Focus | Q3 |
Entity Emerging Growth Company | false |
Entity Small Business | true |
Entity Shell Company | false |
Entity Filer Category | Non-accelerated Filer |
Entity Common Stock, Shares Outstanding | 2,939,456 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Income Statement [Abstract] | ||||
Revenue | $ 25,762 | $ 17,127 | $ 68,363 | $ 50,357 |
Direct costs | 14,366 | 6,246 | 35,912 | 18,521 |
Gross profit | 11,396 | 10,881 | 32,451 | 31,836 |
Operating expenses: | ||||
Salaries and related | 8,857 | 8,925 | 27,758 | 28,586 |
Other selling, general and administrative | 2,022 | 2,696 | 6,911 | 7,905 |
Depreciation and amortization | 23 | 1 | 62 | 3 |
Operating income (loss) | 494 | (741) | (2,280) | (4,658) |
Non-operating income (expense): | ||||
Interest income, net | 88 | 102 | 526 | 162 |
Other expense, net | (87) | (72) | (215) | (184) |
Income (loss) from continuing operations before provision for income taxes | 495 | (711) | (1,969) | (4,680) |
Provision for income taxes from continuing operations | 149 | 112 | 356 | 393 |
Income (loss) from continuing operations | 346 | (823) | (2,325) | (5,073) |
Income (loss) from discontinued operations, net of income taxes | 18 | (47) | (113) | 13,560 |
Net income (loss) | $ 364 | $ (870) | $ (2,438) | $ 8,487 |
Basic | ||||
Earnings (loss) per share from continuing operations | $ 0.11 | $ (0.25) | $ (0.74) | $ (1.55) |
Earnings (loss) per share from discontinued operations | 0.01 | (0.01) | (0.04) | 4.14 |
Earnings (loss) per share | 0.12 | (0.26) | (0.77) | 2.59 |
Diluted | ||||
Earnings (loss) per share from continuing operations | 0.11 | (0.25) | (0.74) | (1.55) |
Earnings (loss) per share from discontinued operations | 0.01 | (0.01) | (0.04) | 4.14 |
Earnings (loss) per share | $ 0.12 | $ (0.26) | $ (0.77) | $ 2.59 |
Weighted-average shares outstanding:(a) | ||||
Basic (in shares) | 3,082 | 3,310 | 3,150 | 3,275 |
Diluted (in shares) | 3,118 | 3,310 | 3,150 | 3,275 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENT OF OTHER COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Statement of Comprehensive Income [Abstract] | ||||
Net income (loss) | $ 364 | $ (870) | $ (2,438) | $ 8,487 |
Other comprehensive loss: | ||||
Foreign currency translation adjustment, net of applicable income taxes | (338) | (155) | (379) | (251) |
Reclassification of currency translation adjustment included in (loss) income from discontinued operations, net of income taxes | 0 | 0 | 0 | (10,819) |
Reclassification of pension liability adjustment included in (loss) income from discontinued operations, net of income taxes | 0 | 0 | 0 | (38) |
Total other comprehensive loss, net of income taxes | (338) | (155) | (379) | (11,108) |
Comprehensive income (loss) | $ 26 | $ (1,025) | $ (2,817) | $ (2,621) |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Sep. 30, 2019 | Dec. 31, 2018 |
Current assets: | ||
Cash and cash equivalents | $ 28,383 | $ 40,562 |
Accounts receivable, less allowance for doubtful accounts of $160 and $41, respectively | 15,691 | 9,893 |
Prepaid and other | 1,250 | 671 |
Current assets of discontinued operations | 0 | 941 |
Total current assets | 45,324 | 52,067 |
Property and equipment, net | 189 | 170 |
Operating lease right-of-use assets | 445 | 0 |
Deferred tax assets, non-current | 808 | 583 |
Restricted cash, non-current | 376 | 352 |
Other assets, non-current | 7 | 7 |
Total assets | 47,149 | 53,179 |
Current liabilities: | ||
Accounts payable | 1,484 | 1,461 |
Accrued expenses and other current liabilities | 8,968 | 8,984 |
Operating lease obligations, current | 241 | 0 |
Current liabilities of discontinued operations | 0 | 115 |
Total current liabilities | 10,693 | 10,560 |
Income tax payable, non-current | 2,116 | 1,982 |
Operating lease obligations, non-current | 210 | 0 |
Other non-current liabilities | 172 | 150 |
Total liabilities | 13,191 | 12,692 |
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 and 10,000 shares authorized; 3,660 and 3,613 shares issued; 2,939 and 3,190 shares outstanding, respectively (a) | 4 | 4 |
Additional paid-in capital | 485,938 | 485,127 |
Accumulated deficit | (437,990) | (435,552) |
Accumulated other comprehensive loss, net of applicable tax | (985) | (606) |
Treasury stock, 721 and 423 shares, respectively, at cost (a) | (13,009) | (8,486) |
Total stockholders' equity | 33,958 | 40,487 |
Total liabilities and stockholders' equity | $ 47,149 | $ 53,179 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) shares in Thousands, $ in Thousands | Sep. 30, 2019 | Dec. 31, 2018 |
Statement of Financial Position [Abstract] | ||
Accounts receivable, allowance for doubtful accounts | $ 160 | $ 41 |
Preferred stock, par value (dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized (in shares) | 10,000 | 10,000 |
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 | 10,000 |
Common stock, issued (in shares) | 3,660 | 3,613 |
Common stock, shares, outstanding (in shares) | 2,939 | 3,190 |
Treasury stock, shares (in shares) | 721 | 423 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2018 | |
Cash flows from operating activities: | ||
Net income (loss) | $ (2,438) | $ 8,487 |
Adjustments to reconcile net (loss) income to net cash used in operating activities: | ||
Depreciation and amortization | 62 | 683 |
Provision for doubtful accounts | 66 | 28 |
(Benefit from) provision for deferred income taxes | (258) | 157 |
Stock-based compensation | 811 | 1,332 |
Gain on sale of consolidated subsidiaries | 0 | (13,985) |
Changes in assets and liabilities, net of effect of dispositions: | ||
Increase in accounts receivable | (6,358) | (9,964) |
Decrease (increase) in prepaid and other assets | 298 | (202) |
Increase (decrease) in accounts payable, accrued expenses and other liabilities | 267 | (4,358) |
Decrease in accrued business reorganization | 0 | (502) |
Net cash used in operating activities | (7,550) | (18,324) |
Cash flows from investing activities: | ||
Capital expenditures | (70) | (284) |
Proceeds from sale of consolidated subsidiaries, net of cash and restricted cash sold | 0 | 27,901 |
Net cash (used in) provided by investing activities | (70) | 27,617 |
Cash flows from financing activities: | ||
Borrowings under credit agreements | 33,541 | 59,647 |
Repayments under credit agreements | (33,541) | (51,682) |
Repayment of capital lease obligations | 0 | (27) |
Purchase of treasury stock | (4,482) | (3) |
Purchase of restricted stock from employees | (41) | (548) |
Net cash provided by (used in) financing activities | (4,523) | 7,387 |
Effect of exchange rates on cash, cash equivalents and restricted cash | (36) | 179 |
Net (decrease) increase in cash, cash equivalents and restricted cash | (12,179) | 16,859 |
Cash, cash equivalents, and restricted cash, beginning of the period | 41,060 | 22,006 |
Cash, cash equivalents, and restricted cash, end of the period | 28,881 | 38,865 |
Supplemental disclosures of cash flow information: | ||
Cash paid during the period for interest | 5 | 92 |
Cash received during the period for interest | 530 | 159 |
Net cash payments during the period for income taxes | 484 | 141 |
Cash paid for amounts included in operating lease liabilities | 246 | 0 |
Supplemental non-cash disclosures: | ||
Right-of-Use Asset Obtained in Exchange for Operating Lease Liability | $ 723 | $ 0 |
CONDENSED CONSOLIDATED STATEM_4
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, 2017 | 3,116 | 3,496 | ||||
Beginning Balance (in shares) at Dec. 31, 2017 | (380) | |||||
Beginning Balance at Dec. 31, 2017 | $ 43,152 | $ 483,592 | $ (7,730) | $ 10,709 | $ (443,419) | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net income (loss) | 8,487 | 8,487 | ||||
Other comprehensive loss | (11,108) | |||||
Treasury Stock, Shares, Acquired | 0 | |||||
Treasury Stock, Value, Acquired, Cost Method | $ (3) | |||||
Shares Paid for Tax Withholding for Share Based Compensation | (28) | |||||
Adjustments Related to Tax Withholding for Share-based Compensation | $ (548) | |||||
Stock-based compensation (in shares) | 117 | |||||
Stock-based compensation | $ 1,332 | |||||
Ending Balance (in shares) at Sep. 30, 2018 | 3,205 | 3,613 | ||||
Ending Balance (in shares) at Sep. 30, 2018 | (408) | |||||
Ending Balance at Sep. 30, 2018 | 41,312 | $ 484,924 | $ (8,281) | (399) | (434,932) | |
Beginning Balance (in shares) at Jun. 30, 2018 | 3,203 | 3,611 | ||||
Beginning Balance (in shares) at Jun. 30, 2018 | (408) | |||||
Beginning Balance at Jun. 30, 2018 | 41,893 | $ 484,466 | $ (8,267) | (244) | (434,062) | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net income (loss) | (870) | (870) | ||||
Other comprehensive loss | (155) | |||||
Treasury Stock, Shares, Acquired | 0 | |||||
Treasury Stock, Value, Acquired, Cost Method | $ 0 | |||||
Shares Paid for Tax Withholding for Share Based Compensation | 0 | |||||
Adjustments Related to Tax Withholding for Share-based Compensation | $ (14) | |||||
Stock-based compensation (in shares) | 2 | |||||
Stock-based compensation | $ 458 | |||||
Ending Balance (in shares) at Sep. 30, 2018 | 3,205 | 3,613 | ||||
Ending Balance (in shares) at Sep. 30, 2018 | (408) | |||||
Ending Balance at Sep. 30, 2018 | $ 41,312 | $ 484,924 | $ (8,281) | (399) | (434,932) | |
Beginning Balance (in shares) at Dec. 31, 2018 | 3,190 | 3,190 | 3,613 | |||
Beginning Balance (in shares) at Dec. 31, 2018 | 423 | (423) | ||||
Beginning Balance at Dec. 31, 2018 | $ 40,487 | $ 485,131 | $ (8,486) | (606) | (435,552) | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net income (loss) | $ (2,438) | (2,438) | ||||
Other comprehensive loss | (379) | |||||
Treasury Stock, Shares, Acquired | (296) | |||||
Treasury Stock, Value, Acquired, Cost Method | $ (4,482) | |||||
Shares Paid for Tax Withholding for Share Based Compensation | (2) | |||||
Adjustments Related to Tax Withholding for Share-based Compensation | $ (41) | |||||
Stock-based compensation (in shares) | 47 | |||||
Stock-based compensation | $ 811 | |||||
Ending Balance (in shares) at Sep. 30, 2019 | 2,939 | 2,939 | 3,660 | |||
Ending Balance (in shares) at Sep. 30, 2019 | 721 | (721) | ||||
Ending Balance at Sep. 30, 2019 | $ 33,958 | $ 485,942 | $ (13,009) | (985) | (437,990) | |
Beginning Balance (in shares) at Jun. 30, 2019 | 2,960 | 3,658 | ||||
Beginning Balance (in shares) at Jun. 30, 2019 | (698) | |||||
Beginning Balance at Jun. 30, 2019 | 34,001 | $ 485,740 | $ (12,738) | (647) | (438,354) | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net income (loss) | $ 364 | 364 | ||||
Other comprehensive loss | (338) | |||||
Treasury Stock, Shares, Acquired | (23) | |||||
Treasury Stock, Value, Acquired, Cost Method | $ (270) | |||||
Shares Paid for Tax Withholding for Share Based Compensation | 0 | |||||
Adjustments Related to Tax Withholding for Share-based Compensation | $ (1) | |||||
Stock-based compensation (in shares) | 2 | |||||
Stock-based compensation | $ 202 | |||||
Ending Balance (in shares) at Sep. 30, 2019 | 2,939 | 2,939 | 3,660 | |||
Ending Balance (in shares) at Sep. 30, 2019 | 721 | (721) | ||||
Ending Balance at Sep. 30, 2019 | $ 33,958 | $ 485,942 | $ (13,009) | $ (985) | $ (437,990) |
BASIS OF PRESENTATION
BASIS OF PRESENTATION | 9 Months Ended |
Sep. 30, 2019 | |
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 United States 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, 2018 . 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. All per share amounts and shares outstanding for the three and nine months ended September 30, 2019 and all prior periods reflect the Company's 1-for-10 reverse stock split, which was effective June 10, 2019. For more information, see Note 2. |
DESCRIPTION OF BUSINESS
DESCRIPTION OF BUSINESS | 9 Months Ended |
Sep. 30, 2019 | |
Description of Business [Abstract] | |
DESCRIPTION OF BUSINESS | DESCRIPTION OF BUSINESS The Company is comprised of the operations, assets, and liabilities of the Company's three regional businesses of Hudson Americas, Hudson Asia Pacific, and Hudson Europe ("Hudson regional businesses" or "Hudson"). The Company provides specialized professional-level recruitment and related talent solutions. During the first quarter of 2018, the Company’s core service offerings included Recruitment Process Outsourcing ("RPO") and Contracting, as well as other Permanent Recruitment and Talent Management Solutions. On March 31, 2018 the Company completed the sale of its other Permanent Recruitment and Talent Management Solutions ("RTM") businesses in three separate transactions and retained its RPO and Contracting businesses. The RTM businesses are reported as discontinued operations in 2018. For more information, see Note 5. As a result of the divestiture of the RTM businesses, the Company now operates directly in eleven countries with three reportable geographic business segments: Americas, Asia Pacific, and Europe. See Note 13 for further details regarding the reportable segments. The Company’s core service offering following the divestiture is RPO. The Company delivers RPO permanent recruitment and contracting outsourced recruitment solutions tailored to the individual needs of primarily mid-to-large-cap multinational companies. The Company's RPO delivery teams utilize state-of-the-art recruitment process methodologies and project management expertise in their flexible, turnkey solutions to meet clients' ongoing business needs. The Company's RPO services include complete recruitment outsourcing, project-based outsourcing, contingent workforce solutions, and recruitment consulting. Corporate expenses are reported separately from the reportable segments and pertain to certain functions, such as executive management, corporate governance, human resources, accounting, tax, marketing, information technology, 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 fees and are included in the segments’ non-operating other income (expense). On June 10, 2019, the Company announced a reverse stock split of its outstanding shares of common stock at a ratio of 1-for-10 (the “Reverse Split”) and that it had filed a Certificate of Amendment of the Company's Amended and Restated Certificate of Incorporation in order to effect the Reverse Split. The filed certificate also reduced the number of authorized shares of common stock to 20 million shares. The Reverse Split and reduction in authorized shares was approved by the Company's Board of Directors (the "Board") on February 25, 2019, and it was approved by the stockholders of the Company at the annual meeting on May 6, 2019. The Board approved the ratio of 1-for-10 on May 24, 2019, and the Reverse Split became effective as of the close of business on June 10, 2019. The Reverse Split had no effect on the par value of the Company's common stock but it reduced the number of issued and outstanding shares of common stock by a factor of 10. Accordingly, the issued and outstanding shares, stock-based compensation disclosures, net loss per share, and other share and per share disclosures for all periods presented have been retrospectively adjusted to reflect the impact of this Reverse Split. |
ACCOUNTING PRONOUNCEMENTS
ACCOUNTING PRONOUNCEMENTS | 9 Months Ended |
Sep. 30, 2019 | |
Accounting Policies [Abstract] | |
ACCOUNTING PRONOUNCEMENTS | ACCOUNTING PRONOUNCEMENTS Adoption of New Accounting Pronouncements On January 1, 2019, we adopted Accounting Standards Update ("ASU") No. 2016-02, "Leases (Topic 842)" ("ASU 2016-02"). This ASU requires a company to recognize lease assets and liabilities arising from operating leases in the statement of financial position. This ASU does not significantly change the previous lease guidance for how a lessee should recognize the recognition, measurement, and presentation of expenses and cash flows arising from a lease. Additionally, the criteria for classifying a finance lease versus an operating lease are substantially the same as the previous guidance. In July 2018, the Financial Accounting Standards Board (the "FASB") issued ASU No. 2018-11, "Leases (Topic 842): Targeted Improvements" ("ASU 2018-11"). This ASU allows adoption of the standard as of the effective date without restating prior periods. We did not elect to recognize the lease assets and liabilities in the statement of financial position for short-term leases. For more information, see Note 10. On January 1, 2019, we adopted ASU No. 2018-02, "Income Statement-Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income" ("ASU 2018-02"), which provides guidance on reclassification of certain stranded income tax effects in accumulated other comprehensive income resulting from the Tax Cuts and Jobs Act of 2017 (the "Tax Act"), enacted on December 22, 2017. ASU 2018-02 allows a reclassification from accumulated other comprehensive income to retained earnings for stranded tax effects resulting from the application of the Tax Act. Additionally, ASU 2018-02 requires financial statement preparers to disclose (1) a description of their accounting policy for releasing income tax effects from accumulated other comprehensive income, (2) whether they elect to reclassify the stranded income tax effects from the Tax Act, and (3) information about other income tax effects related to the application of the Tax Act that are reclassified from accumulated other comprehensive income to retained earnings, if any. The adoption had no impact on the Company's consolidated financial statements. On January 1, 2018, we adopted ASU No. 2014-09, "Revenue from Contracts with Customers (Topic 606)" ("ASU 2014-09") and a series of related accounting standard updates designed to create improved revenue recognition and disclosure comparability in financial statements. For more information, see Note 4. On January 1, 2018, we retroactively adopted ASU No. 2016-18, "Statement of Cash Flows (Topic 230): Restricted Cash (a consensus of the FASB Emerging Issues Task Force)." This ASU requires the statements of cash flows to present the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. Therefore, amounts generally described as restricted cash and restricted cash equivalents are now included with cash and cash equivalents when reconciling the beginning of period and end of period amounts presented on the statements of cash flows. Recently Issued Accounting Pronouncements In August 2018, the FASB issued ASU No. 2018-15, "Customer Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That is a Service Contract." ("ASU 2018-15"), which requires implementation costs incurred by customers in a cloud computing arrangement to be deferred and recognized over the term of the arrangement, if those costs would be capitalized by the customer in a software licensing arrangement under the internal-use software guidance in Accounting Standards Codification ("ASC") 350-40. The amendments in ASU 2018-15 are effective for annual periods beginning after December 15, 2019 and interim periods within those annual periods. Early adoption is permitted. The Company is currently evaluating the impact to its consolidated financial statements. There are no other recently issued accounting pronouncements that have had, or that the Company believes will have, a material impact on the Company's condensed consolidated financial statements. |
REVENUE RECOGNITION
REVENUE RECOGNITION | 9 Months Ended |
Sep. 30, 2019 | |
Revenue from Contract with Customer [Abstract] | |
ACCOUNTING PRONOUNCEMENTS | REVENUE RECOGNITION Adoption of New Revenue Recognition Guidance On January 1, 2018, the Company adopted ASU 2014-09 using the modified retrospective approach. Under this method, the guidance is applied only to the most current period presented in the financial statements. ASU 2014-09 outlines a single comprehensive revenue recognition model for revenue arising from contracts with customers and supersedes most of the previous revenue recognition guidance, including industry-specific guidance. Under ASU 2014-09, an entity recognizes revenue for the transfer of promised goods or services to customers in an amount that reflects the consideration for which the entity expects to be entitled in exchange for those goods or services. Our revenue recognition practices remained substantially unchanged as a result of the adoption of ASU 2014-09 and we did not have any significant changes in our business processes or systems. 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 output measure, 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 the 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. 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. We record accounts receivable when our right to consideration becomes unconditional. Contract assets primarily relate to our rights to consideration for services provided that they 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 transfer services. We do not have any material contract assets or liabilities as of and for the nine months ended September 30, 2019 . Payment terms vary by client and the services offered. 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 as a principal in the 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 Recruitment. We provide complete recruitment outsourcing, project-based outsourcing, and recruitment consulting for clients' permanent staff hires. We recognize revenue for our RPO recruitment 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 contains both fixed fees and variable consideration. Variable consideration is constrained by candidates accepting offers of permanent employment. We recognize revenue on the 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 recruitment contracts. The costs to fulfill these contracts are expensed as incurred. RPO Contracting. We provide 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. We recognize revenue for our RPO 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 RPO contracting contracts. 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 from continuing operations by revenue source. For additional information on the disaggregated revenues by geographical segment, see Note 13 of the Notes to the Condensed Consolidated Financial Statements. Three Months Ended September 30, 2019 RPO Recruitment RPO Contracting Total Revenue $ 11,507 $ 14,255 $ 25,762 Direct costs (1) 752 13,614 14,366 Gross profit $ 10,755 $ 641 $ 11,396 Three Months Ended September 30, 2018 RPO Recruitment RPO Contracting Total Revenue $ 11,043 $ 6,084 $ 17,127 Direct costs (1) 699 5,547 6,246 Gross profit $ 10,344 $ 537 $ 10,881 Nine Months Ended September 30, 2019 RPO Recruitment RPO Contracting Total Revenue $ 32,790 $ 35,573 $ 68,363 Direct costs (1) 2,163 33,749 35,912 Gross profit $ 30,627 $ 1,824 $ 32,451 Nine Months Ended September 30, 2018 RPO Recruitment RPO Contracting Total Revenue $ 34,428 $ 15,929 $ 50,357 Direct costs (1) 4,181 14,340 18,521 Gross profit $ 30,247 $ 1,589 $ 31,836 (1) Direct costs include the direct staffing costs of salaries, payroll taxes, employee benefits, travel expenses, rent, 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 recruitment and RPO contracting, and the functional nature of the staffing services provided can affect gross profit. The salaries, commissions, payroll taxes and employee benefits related to recruitment professionals are included under the caption "Salaries and related" in the Condensed Consolidated Statement of Operations. |
DISCONTINUED OPERATIONS
DISCONTINUED OPERATIONS | 9 Months Ended |
Sep. 30, 2019 | |
Discontinued Operations and Disposal Groups [Abstract] | |
DISCONTINUED OPERATIONS | DISCONTINUED OPERATIONS On March 31, 2018, the Company completed the sale of its RTM businesses in Belgium, Europe (excluding Belgium) and Asia Pacific ("APAC") in separate transactions to Value Plus NV, Morgan Philips Group S.A., and Apache Group Holdings Pty Limited, respectively. The gross proceeds from the sale were $38,960 . In addition, $17,626 of debt was assumed by the buyers. The following is a reconciliation of the gross proceeds to the net proceeds as presented in the statement of cash flows for the nine months ended September 30, 2018 . Gross proceeds $ 38,960 Add: purchase price adjustments 149 Less: cash and restricted cash sold (9,547 ) Less: transaction costs (1,661 ) Net cash proceeds as presented in the statement of cash flows $ 27,901 The divestiture generated a pre-tax gain of $13,985 for the nine months ended September 30, 2018 , which includes a benefit of $10,819 reclassification adjustment relating to the net foreign currency translation gains previously included in accumulated other comprehensive income. The RTM businesses met the criteria for discontinued operations set forth in ASC 205 on March 31, 2018 subsequent to approval of the sale by our stockholders. The Company reclassified its discontinued operations for all periods presented and has excluded the results of its discontinued operations from continuing operations and from segment results for all periods presented. The carrying amounts of the classes of assets and liabilities from the RTM businesses included in discontinued operations were as follows: September 30, December 31, Total Total Prepaid and other current assets $ — $ 941 Total current assets — 941 Total assets $ — $ 941 Accrued expenses and other current liabilities $ — $ 115 Total current liabilities — 115 Total liabilities $ — $ 115 Reported results for the discontinued operations by period were as follows: Three Months Ended September 30, Nine Months Ended September 30, 2019 2018 2019 2018 Revenue $ — $ — $ — $ 108,463 Gross profit — — — 38,663 Operating expenses: Salaries and related — — — 29,032 Other selling, general and administrative — — — 8,355 Depreciation and amortization — — — 680 Business reorganization — — — 50 Operating income — — — 546 Non-operating income (expense): Interest expense, net — — — (88 ) Other non-operating income — — — 216 Income from discontinued operations before taxes and gain on sale — — — 674 Gain (loss) gain from sale of discontinued operations 18 (47 ) (113 ) 13,985 Income (loss) from discontinued operations before income taxes 18 (47 ) (113 ) 14,659 Provision for income taxes — — — 1,099 Income (loss) from discontinued operations $ 18 $ (47 ) $ (113 ) $ 13,560 Depreciation, capital expenditures, and significant operating and investment non cash items of the discontinued operations by period were as follows: Nine Months Ended September 30, 2018 Depreciation and amortization $ 680 Stock-based compensation expense $ 233 Capital expenditures $ 284 Disaggregation of Revenue The following table presents our disaggregated revenues from discontinued operations by revenue source. Nine Months Ended September 30, 2018 Permanent Recruitment Contracting Talent Management Other Total Revenue $ 20,700 $ 76,615 $ 10,694 $ 454 $ 108,463 Direct costs (1) 190 67,980 1,225 405 69,800 Gross profit $ 20,510 $ 8,635 $ 9,469 $ 49 $ 38,663 (1) Direct costs 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. Other than reimbursed out-of-pocket expenses, there are no other direct costs associated with the Permanent Recruitment and Other categories. Gross profit represents revenue less direct costs. The region where services are provided, the mix of contracting, and permanent recruitment, and the functional nature of the staffing services provided can affect gross profit. |
STOCK-BASED COMPENSATION
STOCK-BASED COMPENSATION | 9 Months Ended |
Sep. 30, 2019 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
STOCK-BASED COMPENSATION | STOCK-BASED COMPENSATION Incentive Compensation Plan The Company maintains the Hudson Global, Inc. 2009 Incentive Stock and Awards Plan, as amended and restated May 24, 2016 (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 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 also may be subject to immediate vesting upon the occurrence of certain events following a change in control of the Company. 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 24, 2016, the Company's stockholders approved an amendment and restatement of the ISAP to, among other things, increase the number of shares of the Company's common stock that are reserved for issuance by 240,000 shares. As of September 30, 2019 , there were 39,357 shares of the Company’s common stock available for future issuance under the ISAP. The following table presents a summary of the quantity and vesting conditions for stock-based units granted to the Company's employees for the nine months ended September 30, 2019 : Vesting conditions Number of Restricted Stock Units Granted Performance and service conditions - Type 1 (1) 19,500 Performance and service conditions - Type 2 (1) 31,334 Total shares of stock award granted 50,834 (1) The performance conditions with respect to restricted stock units may be satisfied as follows: (a) For employees from the Americas, APAC, and Europe 70% of the restricted stock units may be earned on the basis of performance as measured by a "regional adjusted EBITDA", and 30% of the restricted stock units may be earned on the basis of performance as measured by a "group adjusted EBITDA"; and (b) For employees from the Corporate office 75% of the restricted stock units may be earned on the basis of performance as measured by a "group adjusted EBITDA", and 25% of the restricted stock units may be earned on the basis of performance as measured by a "corporate costs" target. To the extent restricted stock units are earned on the basis of performance, 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") pursuant to which it can issue restricted stock units to its non-employee directors. A restricted stock unit is equivalent to one share of the Company’s common stock and is payable only in common stock issued under the ISAP upon a director ceasing service as a member of the Company's Board. The restricted stock units vest immediately upon grant and are credited to each of the non-employee director's retirement accounts under the Director Plan. Restricted stock units issued under the Director Plan contain the right to a dividend equivalent award in the form of additional restricted stock units. The dividend equivalent award is calculated using the same rate as the cash dividend paid on a share of the Company's common stock, and then divided by the closing price of the Company’s common stock on the date the dividend is paid to determine the number of additional restricted stock units to grant. Dividend equivalent awards have the same vesting terms as the underlying awards. During the nine months ended September 30, 2019 , the Company granted 34,305 restricted stock units to its non-employee directors pursuant to the Director Plan. As of September 30, 2019 , 134,162 restricted stock units are deferred under the Company’s ISAP. For the three and nine months ended September 30, 2019 and 2018 , the Company’s stock-based compensation expense related to stock options and restricted stock units was as follows: Three Months Ended September 30, Nine Months Ended September 30, 2019 2018 2019 2018 Stock options $ — $ — $ — $ — Restricted stock units and common stock 202 458 811 1,332 Total $ 202 $ 458 $ 811 $ 1,332 Stock Options Stock options granted by the Company generally expire between five and ten years after the date of grant and have an exercise price of at least 100% of the fair market value of the underlying share of common stock on the date of grant. As of September 30, 2019 , the Company had no unrecognized stock-based compensation expense related to outstanding unvested stock options. Changes in the Company’s stock options for the nine months ended September 30, 2019 and 2018 were as follows: Nine Months Ended September 30, 2019 2018 Number of Options Weighted Average Exercise Price per Share Number of Options Weighted Average Exercise Price per Share Options outstanding at January 1, 5,000 $ 24.90 10,000 $ 38.55 Expired/forfeited — — — — Options outstanding at September 30, 5,000 $ 24.90 10,000 $ 38.55 Options exercisable at September 30, 5,000 $ 24.90 10,000 $ 38.55 Restricted Stock Units As of September 30, 2019 , the Company had approximately $258 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 1.76 years . Restricted stock units have no voting or dividend rights until the awards are vested. Changes in the Company’s restricted stock units for the nine months ended September 30, 2019 and 2018 were as follows: Nine Months Ended September 30, 2019 2018 Number of Restricted Stock Units Weighted Average Grant-Date Fair Value Number of Restricted Stock Units Weighted Average Grant-Date Fair Value Unvested restricted stock units at January 1, 57,773 $ 15.68 108,894 $ 11.60 Granted 85,139 $ 15.04 67,166 $ 17.40 Shares earned above target (a) 723 $ 17.00 24,486 $ 10.00 Vested (61,612 ) $ 14.91 (141,970 ) $ 12.50 Forfeited (15,090 ) $ 15.38 (803 ) $ 10.00 Unvested restricted stock units at September 30, 66,933 $ 15.22 57,773 $ 15.70 (a) The number of shares earned above target are based on the performance target established by the Compensation Committee at the initial grant date. |
INCOME TAXES
INCOME TAXES | 9 Months Ended |
Sep. 30, 2019 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | INCOME TAXES Income Tax Provision The Company is subject to the provisions of the Tax Act. The Tax Act reduced the corporate income tax rate and transitioned from a worldwide corporate tax system to a modified territorial corporate tax system. The main provisions of the Tax Act affecting the Company in 2019 and 2018 include a reduced U.S. federal tax rate and a tax on global intangible low-taxed income (“GILTI”). The Company accounts for GILTI in the period in which it is incurred. The impact of the Tax Act on the Company’s effective tax rate in 2019 and 2018 is effectively eliminated by utilization of the Company’s tax losses subject to full valuation allowances. Under ASC 270, "Interim Reporting", and ASC 740-270, "Income Taxes – Intra Period Tax Allocation", the Company is required to adjust its effective tax rate for each quarter to be consistent with the estimated annual effective tax rate. Jurisdictions with a projected loss for the full year where no tax benefit can be recognized are excluded from the calculation of the estimated annual effective tax rate. Applying the provisions of ASC 270 and ASC 740-270 could result in a higher or lower effective tax rate during a particular quarter, based upon the mix and timing of actual earnings versus annual projections. Effective Tax Rate The provision for income taxes for the nine months ended September 30, 2019 was $356 on a pre-tax loss from continuing operations of $1,969 , compared to a provision for income taxes of $393 on pre-tax loss from continuing operations of $4,680 for the same period in 2018 . The Company’s effective income tax rate was negative 18.1% and negative 8.4% for the nine months ended September 30, 2019 and 2018 , respectively. For the nine months ended September 30, 2019 and 2018 , the effective tax rates differed from the U.S. Federal statutory rate of 21% primarily due to 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, variations from the U.S. Federal statutory rate in foreign jurisdictions, taxes on repatriations or deemed repatriation of foreign profits, and non-deductible expenses. Uncertain Tax Positions As of September 30, 2019 and December 31, 2018 , the Company had $2,116 and $1,982 , respectively, of unrecognized tax benefits, including interest and penalties, which if recognized in the future, would lower the Company’s annual effective income tax rate. Accrued interest and penalties were $719 and $588 as of September 30, 2019 and December 31, 2018 , respectively. Estimated interest and penalties are classified as part of the provision for income taxes in the Company’s Condensed Consolidated Statement of Operations and totaled to a provision of $120 and $42 for the nine months ended September 30, 2019 and 2018 , respectively. In many cases, the Company’s unrecognized tax benefits are related to tax years that remain subject to examination by the relevant tax authorities. Tax years with net operating losses ("NOLs") remain open until such losses expire or until the statutes of limitations for those years when the NOLs are used expire. As of September 30, 2019 , the Company's open tax years, which remain subject to examination by the relevant tax authorities, were principally as follows: Year Earliest tax years which remain subject to examination by the relevant tax authorities: U.S. Federal 2016 Majority of U.S. state and local jurisdictions 2014 Australia 2017 Belgium 2016 Canada 2015 Netherlands 2013 Switzerland 2014 United Kingdom 2017 Jurisdictions in Asia 2018 The Company believes that its tax reserves are adequate for all years that remain subject to examination or are currently under examination. Based on information available as of September 30, 2019 , it is reasonably possible that the total amount of unrecognized tax benefits could decrease in the range of $0 to $200 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. |
EARNINGS (LOSS) PER SHARE
EARNINGS (LOSS) PER SHARE | 9 Months Ended |
Sep. 30, 2019 | |
Earnings Per Share [Abstract] | |
EARNINGS (LOSS) PER SHARE | EARNINGS (LOSS) PER SHARE Basic earnings (loss) per share is computed by dividing the Company’s net income (loss) by the weighted average number of shares outstanding during the period. When the effects are not anti-dilutive, diluted earnings (loss) per share is computed by dividing the Company’s net income (loss) by the weighted average number of shares outstanding and the impact of all dilutive potential common shares, primarily stock options "in-the-money", unvested restricted stock, and unvested restricted stock units. The dilutive impact of stock options, unvested restricted stock, and unvested restricted stock units is determined by applying the "treasury stock" method. Performance-based restricted stock awards are included in the computation of diluted earnings per share only to the extent that the underlying performance conditions: (i) are satisfied prior to the end of the reporting period; or (ii) would be satisfied if the end of the reporting period were the end of the related performance period and the result would be dilutive under the treasury stock method. Stock awards subject to vesting or exercisability based on the achievement of market conditions are included in the computation of diluted earnings per share only when the market conditions are met. A reconciliation of the numerators and denominators of the basic and diluted earnings (loss) per share calculations for the three and nine months ended September 30, 2019 and 2018 were as follows: Three Months Ended September 30, Nine Months Ended September 30, (a) 2019 2018 2019 2018 Earnings (loss) per share ("EPS"): EPS - basic: Earnings (loss) per share from continuing operations $ 0.11 $ (0.25 ) $ (0.74 ) $ (1.55 ) Earnings (loss) per share from discontinued operations 0.01 (0.01 ) (0.04 ) 4.14 Earnings (loss) per share $ 0.12 $ (0.26 ) $ (0.77 ) $ 2.59 EPS - diluted: Earnings (loss) per share from continuing operations $ 0.11 $ (0.25 ) $ (0.74 ) $ (1.55 ) Earnings (loss) per share from discontinued operations 0.01 (0.01 ) (0.04 ) 4.14 Earnings (loss) per share $ 0.12 $ (0.26 ) $ (0.77 ) $ 2.59 EPS numerator - basic and diluted: Income (loss) from continuing operations $ 346 $ (823 ) $ (2,325 ) $ (5,073 ) Income (loss) from discontinued operations 18 (47 ) (113 ) 13,560 Net income (loss) $ 364 $ (870 ) $ (2,438 ) $ 8,487 EPS denominator (in thousands): Weighted average common stock outstanding - basic 3,082 3,310 3,150 3,275 Common stock equivalents: stock options and restricted stock units 36 — (b) — (b) — (b) Weighted average number of common stock outstanding - diluted 3,118 3,310 3,150 3,275 (a) Earnings per share and weighted average shares outstanding for all periods presented reflect the Company's 1-for-10 reverse stock split, which was effective June 10, 2019. (b) 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 6 for further details on outstanding stock options and unvested restricted stock units) were anti-dilutive and therefore not included in the calculation of the denominator of dilutive earnings per share. The weighted average number of shares outstanding used in the computation of diluted net income (loss) per share for the three and nine months ended September 30, 2019 and 2018 did not include the effect of the following potentially outstanding shares of common stock because the effect would have been anti-dilutive: Three Months Ended September 30, Nine Months Ended September 30, 2019 2018 2019 2018 Unvested restricted stock units — 57,773 66,933 57,773 Stock options 5,000 10,000 5,000 10,000 Total 5,000 67,773 71,933 67,773 |
CASH, CASH EQUIVALENTS, AND RES
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH | 9 Months Ended |
Sep. 30, 2019 | |
Restricted Cash and Investments [Abstract] | |
RESTRICTED CASH | RESTRICTED CASH Cash, cash equivalents, and restricted cash as reported within the accompanying Condensed Consolidated Balance Sheets as of September 30, 2019 and December 31, 2018 was as follows: September 30, December 31, Cash and cash equivalents of continuing operations $ 28,383 $ 40,562 Restricted cash included in prepaid and other 122 146 Restricted cash, non-current 376 352 Total cash, cash equivalents, and restricted cash $ 28,881 $ 41,060 Restricted cash under the caption "Prepaid and other" primarily includes lease and collateral deposits. Restricted cash under the caption "Other assets" primarily include deposits held under a collateral trust agreement, which supports the Company’s workers’ compensation policy, and a bank guarantee for licensing in Switzerland. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Sep. 30, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | COMMITMENTS AND CONTINGENCIES Consulting, Employment, and Non-compete Agreements The Company has entered into various consulting and employment agreements with certain key members of management. These agreements generally (i) are one year in length, (ii) contain restrictive covenants, (iii) under certain circumstances, provide for compensation and, subject to providing the Company with a release, severance payments, and (iv) are automatically renewed annually unless either party gives sufficient notice of termination. Litigation and Complaints The Company is subject, from time to time, to various claims, lawsuits, contracts disputes, and other complaints from, for example, clients, candidates, suppliers, landlords for both leased and subleased properties, former and current employees, and regulators or tax authorities arising in the ordinary course of business. The Company routinely monitors claims such as these, and records provisions for losses when the claim becomes probable and the amount due is estimable. Although the outcome of these claims cannot be determined, the Company believes that the final resolution of these matters will not have a material adverse effect on the Company’s financial condition, results of operations or liquidity. For matters that have reached the threshold of probable and estimable, the Company has established reserves for legal, regulatory, and other contingent liabilities. The legal reserves are included under the caption "Other non-current liabilities" in the Condensed Consolidated Balance Sheets. The Company had no reserves as of September 30, 2019 and December 31, 2018 , respectively. Resignation of Chief Executive Officer As previously disclosed, on April 1, 2018, Stephen A. Nolan gave notice to the Company's Board of Directors of his resignation as Chief Executive Officer and a director of the Company effective as of April 1, 2018. On April 1, 2018, following the resignation of Mr. Nolan, the Board of Directors of the Company appointed Jeffrey E. Eberwein, the Chairman of the Board of Directors, as Chief Executive Officer, and Richard K. Coleman, Jr., a director of the Company, as the Chairman of the Board of Directors. As a result, during the three months ended March 31, 2018, the Company recognized additional compensation expense of $2,024 to its former Chief Executive Officer classified within salaries and related expense in the Company's Condensed Consolidated Statement of Operations. Departure of Chief Financial Officer As previously disclosed, on May 31, 2019, the Company and Patrick Lyons determined that Mr. Lyons would leave his positions with the Company effective June 30, 2019. As a result, during the three and six months ended June 30, 2019, the Company recognized compensation expense of $485 to its former Chief Financial Officer classified within salaries and related expense in the Company's Condensed Consolidated Statement of Operations. Additionally, Mr. Lyons has agreed to serve as a consultant to the Company to assist with certain financial and operational matters from July 1, 2019 through December 31, 2019. In consideration for his services as a consultant, the Company will pay Mr. Lyons 750 shares of the Company’s common stock at the end of each month during the term of Mr. Lyons' consulting agreement with the Company. Operating Leases Effective January 1, 2019, the Company adopted the new lease guidelines detailed in ASU 2016-02. The Company's financial position for reporting periods beginning on or after January 1, 2019 are presented under the new guidance, while prior periods amounts are not adjusted and continue to be reported in accordance with previous guidance as provided for in the alternative transition approach under ASU 2018-11. We did not elect to apply the recognition requirements to short-term leases with terms of 12 months or less based on original lease commencement date and instead recognize the lease payments on a straight line basis over the lease term. Adoption of this standard resulted in the recording of net operating lease right-of-use assets and corresponding operating lease liabilities of $0.7 million for rented office spaces. Our office space leases have remaining lease terms of one year to three 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 full terms. These options are considered in our determination of the valuation of our right-of-use assets and lease liabilities. None of our operating leases include implicit rates, and we have determined that the difference between the contractual cost basis and the present value of lease payments calculated using incremental borrowing rates is not material. Our operating lease costs for the nine months ended September 30, 2019 were $399 (reflected in Net cash used in operating activities). The weighted average remaining lease term of our operating leases as of September 30, 2019 was 2.1 years. Future minimum operating lease payments are as follows: 2019 2020 2021 2022 Total Minimum lease payments $ 69 $ 229 $ 141 $ 12 $ 451 As of December 31, 2018, future minimum operating lease payments was $87, all of which related to 2019. 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 sold to NAB up to a maximum of 4 million Australian dollars. No receivables sold to NAB have terms greater than 90 days, and any risk of loss is retained by the Australian Borrower. As amounts are collected from outstanding receivables, additional invoices may be sold to replenish available funds. The interest rate is calculated as the variable receivable finance indicator rate, plus a margin of 1.60% per annum. Borrowings under this facility are secured by substantially all of the assets of the Australian Borrower. The NAB Facility Agreement does not have a stated maturity date and can be terminated by either the Australian Borrower or NAB upon 90 days written notice. As of September 30, 2019, there were no amounts outstanding under the NAB Facility Agreement. Interest expense incurred on the NAB Facility Agreement was $8 and $15 for the three and nine months ended September 30, 2019, 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 September 30 and December 31 (as defined in the NAB Facility Agreement); and (3) additional periodic reporting requirements to NAB. The Company was in compliance with all financial covenants under the NAB Facility Agreement as of September 30, 2019. |
ACCUMULATED OTHER COMPREHENSIVE
ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) | 9 Months Ended |
Sep. 30, 2019 | |
Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract] | |
ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) | ACCUMULATED OTHER COMPREHENSIVE LOSS Accumulated other comprehensive loss, net of applicable tax, consisted of the following: September 30, December 31, 2019 2018 Foreign currency translation adjustments $ (985 ) $ (606 ) Accumulated other comprehensive loss $ (985 ) $ (606 ) |
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY | 9 Months Ended |
Sep. 30, 2019 | |
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. The Company intends to make purchases from time to time as market conditions warrant. This authorization does not expire. During the nine months ended September 30, 2019 , the Company repurchased 48,706 shares on the open market for $655 and repurchased 220 shares on the open market for $3 during the same period last year. As of September 30, 2019 , under the July 30, 2015 authorization, the Company had repurchased 427,131 shares for a total cost of $8,234 . In addition to the shares repurchased above under the $10,000 authorization plan, o n February 22, 2019, the Company commenced a tender offer to purchase up to 315,000 shares of the Company’s common stock, par value $0.001 per share, at a purchase price of $15.00 per share. The tender offer expired on March 22, 2019. In accordance with the terms and conditions of the tender offer, the Company acquired 246,863 shares for an aggregate cost of $3,703 , excluding fees and expenses of $125 . Reverse Stock Split On June 10, 2019, the Company announced a Reverse Split of its outstanding shares of common stock at a ratio of 1-for-10 and that it had also reduced the number of authorized shares of common stock to 20 million shares. The Reverse Split had no effect on the par value of the Company's common stock, but it reduced the number of issued and outstanding shares of common stock by a factor of 10. All issued and outstanding shares, stock-based compensation disclosures, net loss per share, and other share and per share disclosures for all periods presented have been retrospectively adjusted to reflect the impact of this Reverse Split. STOCKHOLDER RIGHTS PLAN On October 15, 2018, the Company’s Board 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 (the "Rights Agreement"), by and between the Company and Computershare Trust Company, N.A., as rights agent. The Company's stockholders approved the Rights Agreement at the Company’s 2019 annual meeting of stockholders held on May 6, 2019. 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 Rights Agreement replaced the Company’s prior rights agreement designed to preserve the value of the Company’s NOLs, which was approved by stockholders in 2015 and expired in accordance with its terms in January 2018. The Company also has a provision in its Amended and Restated Certificate of Incorporation (the "Charter Provision") which generally prohibits transfers of its common stock that could result in an ownership change. The Company believes that in light of the significant amount of the NOLs, it is advisable to adopt the Rights Agreement in addition to the Charter Provision. 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 Agreement grants discretion to the Board to designate a person as an "Exempt Person" or to designate a transaction involving common stock as an "Exempt Transaction." An "Exempt Person" cannot become an Acquiring Person under the Rights Agreement. The Board can revoke an "Exempt Person" designation if it subsequently makes a contrary determination regarding whether a transaction by such person may jeopardize the availability of the Company’s tax benefits. The Rights will expire on the earliest of (i) October 15, 2021, the third anniversary of the date on which the Board authorized and declared a dividend of the Rights, or such earlier date as of which the Board determines that the Rights Agreement is no longer necessary for the preservation of the Company’s tax benefits, (ii) the time at which the Rights are redeemed, (iii) the time at which the Rights are exchanged, (iv) the effective time of the repeal of Section 382 of the Code if the Board determines that the Rights Agreement is no longer necessary for the preservation of the Company’s tax benefits, (v) the first day of a taxable year to which the Board determines that no NOLs or other tax benefits may be carried forward, and (vi) the day following the certification of the voting results of the Company’s 2019 annual meeting of stockholders, if stockholder ratification of the adoption of the Rights Agreement has not been obtained prior to that date. 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 redemption price will be adjusted if the Company declares a stock split or issues a stock dividend on common stock. After the later of the Distribution Date and the date of the first public announcement by the Company that a person or group has become an Acquiring Person, but before an Acquiring Person owns 50% or more of the outstanding common stock, the Board may exchange each Right (other than Rights that have become void) for one share of common stock or an equivalent security. 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. No adjustments to the purchase price of less than one percent will be made. 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. At any time thereafter, the Board may amend or supplement the Rights Agreement to cure an ambiguity, to alter time period provisions, to correct inconsistent provisions or to make any additional changes to the Rights Agreement, but only to the extent that those changes do not impair or adversely affect the interests of the holders of Rights and do not result in the Rights again becoming redeemable. The limitations on the Board’s ability to amend the Rights Agreement does not affect the Board’s power or ability to take any other action that is consistent with its fiduciary duties, including, without limitation, accelerating or extending the expiration date of the Rights, or making any amendment to the Rights Agreement that is permitted by the Rights Agreement or adopting a new rights agreement with such terms as the Board determines in its sole discretion to be appropriate. |
SEGMENT AND GEOGRAPHIC DATA
SEGMENT AND GEOGRAPHIC DATA | 9 Months Ended |
Sep. 30, 2019 | |
Segment Reporting [Abstract] | |
SEGMENT AND GEOGRAPHIC DATA | SEGMENT AND GEOGRAPHIC DATA Segment Reporting The Company operates in three reportable segments: the regional businesses of Americas, Asia Pacific, and Europe. Corporate expenses are reported separately from the three reportable segments and pertain to certain functions, such as executive management, corporate governance, human resources, accounting, administration, tax, and treasury. 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, net is the only significant assets separated by segment for internal reporting purposes. The following information is presented net of discontinued operations. For more information see Note 5. Americas Asia Pacific Europe Corporate Inter-Segment Elimination Total For The Three Months Ended September 30, 2019 Revenue, from external customers $ 3,510 $ 17,436 $ 4,816 $ — $ — $ 25,762 Inter-segment revenue 12 — (1 ) — (11 ) — Total revenue $ 3,522 $ 17,436 $ 4,815 $ — $ (11 ) $ 25,762 Gross profit, from external customers $ 3,205 $ 5,574 $ 2,617 $ — $ — $ 11,396 Inter-segment gross profit 11 (12 ) — — 1 — Total gross profit $ 3,216 $ 5,562 $ 2,617 $ — $ 1 $ 11,396 EBITDA (loss) (a) $ 3 $ 821 $ 178 $ (572 ) $ — $ 430 Depreciation and amortization (5 ) (12 ) (5 ) (1 ) — (23 ) Intercompany interest (expense) income, net — (95 ) — 95 — — Interest (expense) income, net — (4 ) — 92 — 88 Income (loss) from continuing operations before income taxes $ (2 ) $ 710 $ 173 $ (386 ) $ — $ 495 For The Nine Months Ended September 30, 2019 Revenue, from external customers $ 10,632 $ 43,569 $ 14,162 $ — $ — $ 68,363 Inter-segment revenue 75 — 2 — (77 ) — Total revenue $ 10,707 $ 43,569 $ 14,164 $ — $ (77 ) $ 68,363 Gross profit, from external customers $ 9,558 $ 15,584 $ 7,309 $ — $ — $ 32,451 Inter-segment gross profit 72 (70 ) 3 — (5 ) — Total gross profit $ 9,630 $ 15,514 $ 7,312 $ — $ (5 ) $ 32,451 EBITDA (loss) (a) $ 17 $ 1,135 $ (139 ) $ (3,446 ) $ — $ (2,433 ) Depreciation and amortization (14 ) (27 ) (18 ) (3 ) — (62 ) Intercompany interest (expense) income, net — (296 ) — 296 — — Interest (expense) income, net — (4 ) — 530 — 526 Income (loss) from continuing operations before income taxes $ 3 $ 808 $ (157 ) $ (2,623 ) $ — $ (1,969 ) As of September 30, 2019 Accounts receivable, net $ 3,295 $ 8,594 $ 3,849 $ (47 ) $ — $ 15,691 Total assets $ 5,122 $ 11,930 $ 7,003 $ 23,094 $ — $ 47,149 Americas Asia Pacific Europe Corporate Inter- Segment Elimination Total For The Three Months Ended September 30, 2018 Total revenue $ 3,590 $ 9,306 $ 4,231 $ — $ — $ 17,127 Total gross profit $ 2,990 $ 5,741 $ 2,150 $ — $ — $ 10,881 EBITDA (loss) (a) $ 87 $ 460 $ (226 ) $ (1,133 ) $ (812 ) Depreciation and amortization — — (1 ) — $ — (1 ) Intercompany interest (expense) income, net — (105 ) — 105 $ — — Interest income, net — — — 102 $ — 102 Income (loss) from continuing operations before income taxes $ 87 $ 355 $ (227 ) $ (926 ) $ — $ (711 ) For The Nine Months Ended September 30, 2018 Total revenue $ 10,799 $ 27,731 $ 11,827 $ 61 $ (61 ) $ 50,357 Total gross profit $ 9,039 $ 16,423 $ 6,374 $ — $ — $ 31,836 EBITDA (loss) (a) $ 303 $ 1,511 $ (176 ) $ (6,477 ) $ (4,839 ) Depreciation and amortization — — (3 ) — — (3 ) Intercompany interest (expense) income, net — (212 ) — 212 — — Interest income, net — — — 162 — 162 Income (loss) from continuing operations before income taxes $ 303 $ 1,299 $ (179 ) $ (6,103 ) $ — $ (4,680 ) As of September 30, 2018 Accounts receivable, net $ 2,428 $ 7,653 $ 4,419 $ — $ — $ 14,500 Total assets $ 4,511 $ 11,230 $ 8,689 $ 30,006 $ — $ 54,436 (a) SEC Regulation S-K Item 229.10(e)1(ii)(A) defines EBITDA as earnings before interest, taxes, depreciation and amortization. EBITDA is presented to provide additional information to investors about the Company's operations on a basis consistent with the measures that the Company uses to manage its operations and evaluate its performance. Management also uses this measurement to evaluate working capital requirements. EBITDA should not be considered in isolation or as a substitute for operating income and net income prepared in accordance with U.S. GAAP or as a measure of the Company's profitability. Geographic Data Reporting A summary of revenues for the three and nine months ended September 30, 2019 and 2018 and net assets by geographic area as of September 30, 2019 and 2018 , presented net of discontinued operations, were as follows: Australia United Kingdom United States Other Total For The Three Months Ended September 30, 2019 Revenue (a) $ 15,325 $ 4,295 $ 3,219 $ 2,923 $ 25,762 For The Three Months Ended September 30, 2018 Revenue (a) $ 7,026 $ 4,194 $ 3,295 $ 2,612 $ 17,127 For The Nine Months Ended September 30, 2019 Revenue (a) $ 37,382 $ 12,794 $ 9,759 $ 8,428 $ 68,363 For The Nine Months Ended September 30, 2018 Revenue (a) $ 23,141 $ 11,558 $ 10,110 $ 5,548 $ 50,357 As of September 30, 2019 Net assets $ 2,737 $ 2,358 $ 23,387 $ 5,476 $ 33,958 As of September 30, 2018 Net assets $ 3,485 $ 3,713 $ 28,486 $ 5,689 $ 41,373 (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. |
STOCKHOLDER RIGHTS PLAN
STOCKHOLDER RIGHTS PLAN | 9 Months Ended |
Sep. 30, 2019 | |
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. The Company intends to make purchases from time to time as market conditions warrant. This authorization does not expire. During the nine months ended September 30, 2019 , the Company repurchased 48,706 shares on the open market for $655 and repurchased 220 shares on the open market for $3 during the same period last year. As of September 30, 2019 , under the July 30, 2015 authorization, the Company had repurchased 427,131 shares for a total cost of $8,234 . In addition to the shares repurchased above under the $10,000 authorization plan, o n February 22, 2019, the Company commenced a tender offer to purchase up to 315,000 shares of the Company’s common stock, par value $0.001 per share, at a purchase price of $15.00 per share. The tender offer expired on March 22, 2019. In accordance with the terms and conditions of the tender offer, the Company acquired 246,863 shares for an aggregate cost of $3,703 , excluding fees and expenses of $125 . Reverse Stock Split On June 10, 2019, the Company announced a Reverse Split of its outstanding shares of common stock at a ratio of 1-for-10 and that it had also reduced the number of authorized shares of common stock to 20 million shares. The Reverse Split had no effect on the par value of the Company's common stock, but it reduced the number of issued and outstanding shares of common stock by a factor of 10. All issued and outstanding shares, stock-based compensation disclosures, net loss per share, and other share and per share disclosures for all periods presented have been retrospectively adjusted to reflect the impact of this Reverse Split. STOCKHOLDER RIGHTS PLAN On October 15, 2018, the Company’s Board 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 (the "Rights Agreement"), by and between the Company and Computershare Trust Company, N.A., as rights agent. The Company's stockholders approved the Rights Agreement at the Company’s 2019 annual meeting of stockholders held on May 6, 2019. 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 Rights Agreement replaced the Company’s prior rights agreement designed to preserve the value of the Company’s NOLs, which was approved by stockholders in 2015 and expired in accordance with its terms in January 2018. The Company also has a provision in its Amended and Restated Certificate of Incorporation (the "Charter Provision") which generally prohibits transfers of its common stock that could result in an ownership change. The Company believes that in light of the significant amount of the NOLs, it is advisable to adopt the Rights Agreement in addition to the Charter Provision. 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 Agreement grants discretion to the Board to designate a person as an "Exempt Person" or to designate a transaction involving common stock as an "Exempt Transaction." An "Exempt Person" cannot become an Acquiring Person under the Rights Agreement. The Board can revoke an "Exempt Person" designation if it subsequently makes a contrary determination regarding whether a transaction by such person may jeopardize the availability of the Company’s tax benefits. The Rights will expire on the earliest of (i) October 15, 2021, the third anniversary of the date on which the Board authorized and declared a dividend of the Rights, or such earlier date as of which the Board determines that the Rights Agreement is no longer necessary for the preservation of the Company’s tax benefits, (ii) the time at which the Rights are redeemed, (iii) the time at which the Rights are exchanged, (iv) the effective time of the repeal of Section 382 of the Code if the Board determines that the Rights Agreement is no longer necessary for the preservation of the Company’s tax benefits, (v) the first day of a taxable year to which the Board determines that no NOLs or other tax benefits may be carried forward, and (vi) the day following the certification of the voting results of the Company’s 2019 annual meeting of stockholders, if stockholder ratification of the adoption of the Rights Agreement has not been obtained prior to that date. 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 redemption price will be adjusted if the Company declares a stock split or issues a stock dividend on common stock. After the later of the Distribution Date and the date of the first public announcement by the Company that a person or group has become an Acquiring Person, but before an Acquiring Person owns 50% or more of the outstanding common stock, the Board may exchange each Right (other than Rights that have become void) for one share of common stock or an equivalent security. 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. No adjustments to the purchase price of less than one percent will be made. 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. At any time thereafter, the Board may amend or supplement the Rights Agreement to cure an ambiguity, to alter time period provisions, to correct inconsistent provisions or to make any additional changes to the Rights Agreement, but only to the extent that those changes do not impair or adversely affect the interests of the holders of Rights and do not result in the Rights again becoming redeemable. The limitations on the Board’s ability to amend the Rights Agreement does not affect the Board’s power or ability to take any other action that is consistent with its fiduciary duties, including, without limitation, accelerating or extending the expiration date of the Rights, or making any amendment to the Rights Agreement that is permitted by the Rights Agreement or adopting a new rights agreement with such terms as the Board determines in its sole discretion to be appropriate. |
REVENUE RECOGNITION (Tables)
REVENUE RECOGNITION (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Revenue from Contract with Customer [Abstract] | |
Disaggregation of Revenue | Three Months Ended September 30, 2019 RPO Recruitment RPO Contracting Total Revenue $ 11,507 $ 14,255 $ 25,762 Direct costs (1) 752 13,614 14,366 Gross profit $ 10,755 $ 641 $ 11,396 Three Months Ended September 30, 2018 RPO Recruitment RPO Contracting Total Revenue $ 11,043 $ 6,084 $ 17,127 Direct costs (1) 699 5,547 6,246 Gross profit $ 10,344 $ 537 $ 10,881 Nine Months Ended September 30, 2019 RPO Recruitment RPO Contracting Total Revenue $ 32,790 $ 35,573 $ 68,363 Direct costs (1) 2,163 33,749 35,912 Gross profit $ 30,627 $ 1,824 $ 32,451 Nine Months Ended September 30, 2018 RPO Recruitment RPO Contracting Total Revenue $ 34,428 $ 15,929 $ 50,357 Direct costs (1) 4,181 14,340 18,521 Gross profit $ 30,247 $ 1,589 $ 31,836 (1) |
DISCONTINUED OPERATIONS (Tables
DISCONTINUED OPERATIONS (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Reconciliation Of The Gross Proceeds To The Net Proceeds | The following is a reconciliation of the gross proceeds to the net proceeds as presented in the statement of cash flows for the nine months ended September 30, 2018 . Gross proceeds $ 38,960 Add: purchase price adjustments 149 Less: cash and restricted cash sold (9,547 ) Less: transaction costs (1,661 ) Net cash proceeds as presented in the statement of cash flows $ 27,901 |
Disposal Groups, Including Discontinued Operations | September 30, December 31, Total Total Prepaid and other current assets $ — $ 941 Total current assets — 941 Total assets $ — $ 941 Accrued expenses and other current liabilities $ — $ 115 Total current liabilities — 115 Total liabilities $ — $ 115 Reported results for the discontinued operations by period were as follows: Three Months Ended September 30, Nine Months Ended September 30, 2019 2018 2019 2018 Revenue $ — $ — $ — $ 108,463 Gross profit — — — 38,663 Operating expenses: Salaries and related — — — 29,032 Other selling, general and administrative — — — 8,355 Depreciation and amortization — — — 680 Business reorganization — — — 50 Operating income — — — 546 Non-operating income (expense): Interest expense, net — — — (88 ) Other non-operating income — — — 216 Income from discontinued operations before taxes and gain on sale — — — 674 Gain (loss) gain from sale of discontinued operations 18 (47 ) (113 ) 13,985 Income (loss) from discontinued operations before income taxes 18 (47 ) (113 ) 14,659 Provision for income taxes — — — 1,099 Income (loss) from discontinued operations $ 18 $ (47 ) $ (113 ) $ 13,560 Depreciation, capital expenditures, and significant operating and investment non cash items of the discontinued operations by period were as follows: Nine Months Ended September 30, 2018 Depreciation and amortization $ 680 Stock-based compensation expense $ 233 Capital expenditures $ 284 |
Disaggregation of Revenue From Discontinued Operations | The following table presents our disaggregated revenues from discontinued operations by revenue source. Nine Months Ended September 30, 2018 Permanent Recruitment Contracting Talent Management Other Total Revenue $ 20,700 $ 76,615 $ 10,694 $ 454 $ 108,463 Direct costs (1) 190 67,980 1,225 405 69,800 Gross profit $ 20,510 $ 8,635 $ 9,469 $ 49 $ 38,663 (1) |
STOCK-BASED COMPENSATION (Table
STOCK-BASED COMPENSATION (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of share-based compensation, restricted stock quantity and vesting conditions | The following table presents a summary of the quantity and vesting conditions for stock-based units granted to the Company's employees for the nine months ended September 30, 2019 : Vesting conditions Number of Restricted Stock Units Granted Performance and service conditions - Type 1 (1) 19,500 Performance and service conditions - Type 2 (1) 31,334 Total shares of stock award granted 50,834 (1) The performance conditions with respect to restricted stock units may be satisfied as follows: (a) For employees from the Americas, APAC, and Europe 70% of the restricted stock units may be earned on the basis of performance as measured by a "regional adjusted EBITDA", and 30% of the restricted stock units may be earned on the basis of performance as measured by a "group adjusted EBITDA"; and (b) For employees from the Corporate office 75% of the restricted stock units may be earned on the basis of performance as measured by a "group adjusted EBITDA", and 25% of the restricted stock units may be earned on the basis of performance as measured by a "corporate costs" target. To the extent restricted stock units are earned on the basis of performance, such restricted stock units will vest on the basis of service as follows: (a) 33% and 66.6% for Type 1 and Type 2, respectively, of the restricted stock units will vest on the first anniversary of the grant date; (b) 33% and 16.7% for Type 1 and Type 2, respectively, of the restricted stock units will vest on the second anniversary of the grant date; and (c) 34% and 16.7% for Type 1 and Type 2, respectively, of the restricted stock units will vest on the third anniversary of the grant date; provided that, in each case, the employee remains employed by the Company from the grant date through the applicable service vesting date. |
Schedule of stock-based compensation expense | For the three and nine months ended September 30, 2019 and 2018 , the Company’s stock-based compensation expense related to stock options and restricted stock units was as follows: Three Months Ended September 30, Nine Months Ended September 30, 2019 2018 2019 2018 Stock options $ — $ — $ — $ — Restricted stock units and common stock 202 458 811 1,332 Total $ 202 $ 458 $ 811 $ 1,332 |
Changes in stock options | Changes in the Company’s stock options for the nine months ended September 30, 2019 and 2018 were as follows: Nine Months Ended September 30, 2019 2018 Number of Options Weighted Average Exercise Price per Share Number of Options Weighted Average Exercise Price per Share Options outstanding at January 1, 5,000 $ 24.90 10,000 $ 38.55 Expired/forfeited — — — — Options outstanding at September 30, 5,000 $ 24.90 10,000 $ 38.55 Options exercisable at September 30, 5,000 $ 24.90 10,000 $ 38.55 |
Changes in restricted stock units | Changes in the Company’s restricted stock units for the nine months ended September 30, 2019 and 2018 were as follows: Nine Months Ended September 30, 2019 2018 Number of Restricted Stock Units Weighted Average Grant-Date Fair Value Number of Restricted Stock Units Weighted Average Grant-Date Fair Value Unvested restricted stock units at January 1, 57,773 $ 15.68 108,894 $ 11.60 Granted 85,139 $ 15.04 67,166 $ 17.40 Shares earned above target (a) 723 $ 17.00 24,486 $ 10.00 Vested (61,612 ) $ 14.91 (141,970 ) $ 12.50 Forfeited (15,090 ) $ 15.38 (803 ) $ 10.00 Unvested restricted stock units at September 30, 66,933 $ 15.22 57,773 $ 15.70 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Income Tax Disclosure [Abstract] | |
Open Years Subject to Tax Examination | As of September 30, 2019 , the Company's open tax years, which remain subject to examination by the relevant tax authorities, were principally as follows: Year Earliest tax years which remain subject to examination by the relevant tax authorities: U.S. Federal 2016 Majority of U.S. state and local jurisdictions 2014 Australia 2017 Belgium 2016 Canada 2015 Netherlands 2013 Switzerland 2014 United Kingdom 2017 Jurisdictions in Asia 2018 |
EARNINGS (LOSS) PER SHARE (Tabl
EARNINGS (LOSS) PER SHARE (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Earnings Per Share [Abstract] | |
Schedule of earnings per share, basic and diluted | A reconciliation of the numerators and denominators of the basic and diluted earnings (loss) per share calculations for the three and nine months ended September 30, 2019 and 2018 were as follows: Three Months Ended September 30, Nine Months Ended September 30, (a) 2019 2018 2019 2018 Earnings (loss) per share ("EPS"): EPS - basic: Earnings (loss) per share from continuing operations $ 0.11 $ (0.25 ) $ (0.74 ) $ (1.55 ) Earnings (loss) per share from discontinued operations 0.01 (0.01 ) (0.04 ) 4.14 Earnings (loss) per share $ 0.12 $ (0.26 ) $ (0.77 ) $ 2.59 EPS - diluted: Earnings (loss) per share from continuing operations $ 0.11 $ (0.25 ) $ (0.74 ) $ (1.55 ) Earnings (loss) per share from discontinued operations 0.01 (0.01 ) (0.04 ) 4.14 Earnings (loss) per share $ 0.12 $ (0.26 ) $ (0.77 ) $ 2.59 EPS numerator - basic and diluted: Income (loss) from continuing operations $ 346 $ (823 ) $ (2,325 ) $ (5,073 ) Income (loss) from discontinued operations 18 (47 ) (113 ) 13,560 Net income (loss) $ 364 $ (870 ) $ (2,438 ) $ 8,487 EPS denominator (in thousands): Weighted average common stock outstanding - basic 3,082 3,310 3,150 3,275 Common stock equivalents: stock options and restricted stock units 36 — (b) — (b) — (b) Weighted average number of common stock outstanding - diluted 3,118 3,310 3,150 3,275 (a) Earnings per share and weighted average shares outstanding for all periods presented reflect the Company's 1-for-10 reverse stock split, which was effective June 10, 2019. (b) 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 6 for further details on outstanding stock options and unvested restricted stock units) were anti-dilutive and therefore not included in the calculation of the denominator of dilutive earnings per share. |
Schedule of antidilutive securities excluded from computation of earnings per share | The weighted average number of shares outstanding used in the computation of diluted net income (loss) per share for the three and nine months ended September 30, 2019 and 2018 did not include the effect of the following potentially outstanding shares of common stock because the effect would have been anti-dilutive: Three Months Ended September 30, Nine Months Ended September 30, 2019 2018 2019 2018 Unvested restricted stock units — 57,773 66,933 57,773 Stock options 5,000 10,000 5,000 10,000 Total 5,000 67,773 71,933 67,773 |
CASH, CASH EQUIVALENTS, AND R_2
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Restricted Cash and Investments [Abstract] | |
Schedule of restricted cash and cash equivalents | Cash, cash equivalents, and restricted cash as reported within the accompanying Condensed Consolidated Balance Sheets as of September 30, 2019 and December 31, 2018 was as follows: September 30, December 31, Cash and cash equivalents of continuing operations $ 28,383 $ 40,562 Restricted cash included in prepaid and other 122 146 Restricted cash, non-current 376 352 Total cash, cash equivalents, and restricted cash $ 28,881 $ 41,060 |
ACCUMUATED OTHER COMPREHENSIVE
ACCUMUATED OTHER COMPREHENSIVE INCOME (LOSS) (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract] | |
Schedule of Accumulated Other Comprehensive Income (Loss) | Accumulated other comprehensive loss, net of applicable tax, consisted of the following: September 30, December 31, 2019 2018 Foreign currency translation adjustments $ (985 ) $ (606 ) Accumulated other comprehensive loss $ (985 ) $ (606 ) |
SEGMENT AND GEOGRAPHIC DATA (Ta
SEGMENT AND GEOGRAPHIC DATA (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Segment Reporting [Abstract] | |
Schedule of segment reporting information | Americas Asia Pacific Europe Corporate Inter- Segment Elimination Total For The Three Months Ended September 30, 2018 Total revenue $ 3,590 $ 9,306 $ 4,231 $ — $ — $ 17,127 Total gross profit $ 2,990 $ 5,741 $ 2,150 $ — $ — $ 10,881 EBITDA (loss) (a) $ 87 $ 460 $ (226 ) $ (1,133 ) $ (812 ) Depreciation and amortization — — (1 ) — $ — (1 ) Intercompany interest (expense) income, net — (105 ) — 105 $ — — Interest income, net — — — 102 $ — 102 Income (loss) from continuing operations before income taxes $ 87 $ 355 $ (227 ) $ (926 ) $ — $ (711 ) For The Nine Months Ended September 30, 2018 Total revenue $ 10,799 $ 27,731 $ 11,827 $ 61 $ (61 ) $ 50,357 Total gross profit $ 9,039 $ 16,423 $ 6,374 $ — $ — $ 31,836 EBITDA (loss) (a) $ 303 $ 1,511 $ (176 ) $ (6,477 ) $ (4,839 ) Depreciation and amortization — — (3 ) — — (3 ) Intercompany interest (expense) income, net — (212 ) — 212 — — Interest income, net — — — 162 — 162 Income (loss) from continuing operations before income taxes $ 303 $ 1,299 $ (179 ) $ (6,103 ) $ — $ (4,680 ) As of September 30, 2018 Accounts receivable, net $ 2,428 $ 7,653 $ 4,419 $ — $ — $ 14,500 Total assets $ 4,511 $ 11,230 $ 8,689 $ 30,006 $ — $ 54,436 (a) SEC Regulation S-K Item 229.10(e)1(ii)(A) defines EBITDA as earnings before interest, taxes, depreciation and amortization. EBITDA is presented to provide additional information to investors about the Company's operations on a basis consistent with the measures that the Company uses to manage its operations and evaluate its performance. Management also uses this measurement to evaluate working capital requirements. EBITDA should not be considered in isolation or as a substitute for operating income and net income prepared in accordance with U.S. GAAP or as a measure of the Company's profitability. |
Revenue and long-lived assets by geographic area | A summary of revenues for the three and nine months ended September 30, 2019 and 2018 and net assets by geographic area as of September 30, 2019 and 2018 , presented net of discontinued operations, were as follows: Australia United Kingdom United States Other Total For The Three Months Ended September 30, 2019 Revenue (a) $ 15,325 $ 4,295 $ 3,219 $ 2,923 $ 25,762 For The Three Months Ended September 30, 2018 Revenue (a) $ 7,026 $ 4,194 $ 3,295 $ 2,612 $ 17,127 For The Nine Months Ended September 30, 2019 Revenue (a) $ 37,382 $ 12,794 $ 9,759 $ 8,428 $ 68,363 For The Nine Months Ended September 30, 2018 Revenue (a) $ 23,141 $ 11,558 $ 10,110 $ 5,548 $ 50,357 As of September 30, 2019 Net assets $ 2,737 $ 2,358 $ 23,387 $ 5,476 $ 33,958 As of September 30, 2018 Net assets $ 3,485 $ 3,713 $ 28,486 $ 5,689 $ 41,373 (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. |
DESCRIPTION OF BUSINESS (Detail
DESCRIPTION OF BUSINESS (Details) | 9 Months Ended |
Sep. 30, 2019SegmentCountry | |
Description of Business [Abstract] | |
Number of Reportable Segments | Segment | 3 |
Number of Countries in which Entity Operates | Country | 11 |
ACCOUNTING PRONOUNCEMENTS (Deta
ACCOUNTING PRONOUNCEMENTS (Details) - USD ($) $ in Thousands | 9 Months Ended | |||
Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Increase (Decrease) in Prepaid Expense and Other Assets | $ (298) | $ 202 | ||
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents | $ 28,881 | $ 38,865 | $ 41,060 | $ 22,006 |
REVENUE RECOGNITION (Details)
REVENUE RECOGNITION (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Disaggregation of Revenue [Line Items] | ||||
Revenue | $ 25,762 | $ 17,127 | $ 68,363 | $ 50,357 |
Direct costs | 14,366 | 6,246 | 35,912 | 18,521 |
Gross profit | 11,396 | 10,881 | 32,451 | 31,836 |
RPO Recruitment | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 11,507 | 11,043 | 32,790 | 34,428 |
Direct costs | 752 | 699 | 2,163 | 4,181 |
Gross profit | 10,755 | 10,344 | 30,627 | 30,247 |
RPO Contracting | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 14,255 | 6,084 | 35,573 | 15,929 |
Direct costs | 13,614 | 5,547 | 33,749 | 14,340 |
Gross profit | $ 641 | $ 537 | $ 1,824 | $ 1,589 |
DISCONTINUED OPERATIONS - Addit
DISCONTINUED OPERATIONS - Additional Details (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Mar. 31, 2018 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Gain (loss) on disposition of business | $ 0 | $ 13,985 | |||
Currency transaction and translation reclassification adjustment | $ 0 | $ 0 | $ 0 | 10,819 | |
RTM | Discontinued Operations | |||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Gain (loss) on disposition of business | 13,985 | ||||
Proceeds from divestiture of businesses | 38,960 | ||||
Debt assumed by buyer | $ 17,626 | ||||
Currency transaction and translation reclassification adjustment | $ 10,819 |
DISCONTINUED OPERATIONS - Recon
DISCONTINUED OPERATIONS - Reconcilliation (Details) - RTM - Discontinued Operations $ in Thousands | 9 Months Ended |
Sep. 30, 2018USD ($) | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |
Gross proceeds | $ 38,960 |
Add: purchase price adjustments | 149 |
Less: cash and restricted cash sold | (9,547) |
Less: transaction costs | (1,661) |
Net cash proceeds as presented in the statement of cash flows | $ 27,901 |
DISCONTINUED OPERATIONS - Balan
DISCONTINUED OPERATIONS - Balance Sheet Disclosures (Details) - USD ($) $ in Thousands | Sep. 30, 2019 | Dec. 31, 2018 | Sep. 30, 2018 |
Assets | |||
Total current assets | $ 0 | $ 941 | |
Liabilities | |||
Total current liabilities | $ 0 | 115 | |
Discontinued Operations | RTM | |||
Assets | |||
Prepaid and other current assets | 941 | $ 0 | |
Total current assets | 941 | 0 | |
Total assets | 941 | 0 | |
Liabilities | |||
Accrued expenses and other current liabilities | 115 | 0 | |
Total current liabilities | 115 | 0 | |
Total liabilities | $ 115 | $ 0 |
DISCONTINUED OPERATIONS - Incom
DISCONTINUED OPERATIONS - Income Statement Disclosures (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Income (loss) from discontinued operations | $ 18 | $ (47) | $ (113) | $ 13,560 |
Discontinued Operations | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Revenue | 0 | 0 | 0 | 108,463 |
Gross profit | 0 | 0 | 0 | 38,663 |
Salaries and related | 0 | 0 | 0 | 29,032 |
Other selling, general and administrative | 0 | 0 | 0 | 8,355 |
Depreciation and amortization | 0 | 0 | 0 | 680 |
Business reorganization | 0 | 0 | 0 | 50 |
Operating income | 0 | 0 | 0 | 546 |
Interest expense, net | 0 | 0 | 0 | (88) |
Other non-operating income | 0 | 0 | 0 | 216 |
Income from discontinued operations before taxes and gain on sale | 0 | 0 | 0 | 674 |
Gain (loss) gain from sale of discontinued operations | 18 | (47) | (113) | 13,985 |
Income (loss) from discontinued operations before income taxes | 18 | (47) | (113) | 14,659 |
Provision for income taxes | 0 | 0 | 0 | 1,099 |
Income (loss) from discontinued operations | $ 18 | $ (47) | $ (113) | $ 13,560 |
DISCONTINUED OPERATIONS - Expen
DISCONTINUED OPERATIONS - Expenses (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2018USD ($) | |
Discontinued Operations and Disposal Groups [Abstract] | |
Depreciation and amortization | $ 680 |
Stock-based compensation expense | 233 |
Capital expenditures | $ 284 |
DISCONTINUED OPERATIONS - Reven
DISCONTINUED OPERATIONS - Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Revenue | $ 25,762 | $ 17,127 | $ 68,363 | $ 50,357 |
Direct costs | 14,366 | 6,246 | 35,912 | 18,521 |
Gross profit | 11,396 | 10,881 | 32,451 | 31,836 |
Discontinued Operations | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Revenue | 108,463 | |||
Direct costs | 69,800 | |||
Gross profit | 38,663 | |||
Permanent Recruitment | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Revenue | 11,507 | 11,043 | 32,790 | 34,428 |
Direct costs | 752 | 699 | 2,163 | 4,181 |
Gross profit | $ 10,755 | $ 10,344 | $ 30,627 | 30,247 |
Permanent Recruitment | Discontinued Operations | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Revenue | 20,700 | |||
Direct costs | 190 | |||
Gross profit | 20,510 | |||
Contracting | Discontinued Operations | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Revenue | 76,615 | |||
Direct costs | 67,980 | |||
Gross profit | 8,635 | |||
Talent Management | Discontinued Operations | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Revenue | 10,694 | |||
Direct costs | 1,225 | |||
Gross profit | 9,469 | |||
Other | Discontinued Operations | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Revenue | 454 | |||
Direct costs | 405 | |||
Gross profit | $ 49 |
STOCK-BASED COMPENSATION Stock-
STOCK-BASED COMPENSATION Stock-Based Compensation (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | May 24, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Common Stock, Capital Shares Reserved for Future Issuance | 240,000 | ||||
Common stock reserved for issuance to participants | 39,357 | 39,357 | |||
Stock-based compensation | $ 202 | $ 458 | $ 811 | $ 1,332 | |
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, Shares Earned Above Target | 723 | 24,486 | |||
Granted, Number of share of restricted stock (shares) | 85,139 | 67,166 | |||
Stock-based compensation | 202 | 458 | $ 811 | $ 1,332 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Shares Earned Above Target, Weighted Average Grant Date Fair Value | $ 17 | $ 10 | |||
Stock Issued During Period, Shares, Restricted Stock Award, Net of Forfeitures | 50,834 | ||||
Stock options | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Stock Option Award Exercise Price as a Percentage of the Fair Market Value of a Share of Common Stock | 100.00% | ||||
Stock-based compensation | $ 0 | $ 0 | $ 0 | $ 0 | |
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) | 34,305 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Outstanding, Number | 134,162 | 134,162 | |||
Americas, Asia Pacific and Europe [Member] | 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 that Options, Percentage of Shares Issued Based on Performance of Adjusted EBITDA | 70.00% | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other that Options, Percentage of Shares Issued Based on Performance of Group Adjusted EBITDA | 30.00% | ||||
Corporate | 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 that Options, Percentage of Shares Issued Based on Performance of Adjusted EBITDA | 75.00% | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other that Options, Percentage of Shares Issued Based on Performance of Group Adjusted EBITDA | 25.00% | ||||
Share-based Compensation Award, Tranche One [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage | 33.00% | ||||
Share-based Compensation Award, Tranche One [Member] | Restricted stock units | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Performance and service conditions | 19,500 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage | 66.60% | ||||
Share-based Compensation Award, Tranche Two [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage | 33.00% | ||||
Share-based Compensation Award, Tranche Two [Member] | Restricted stock units | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Performance and service conditions | 31,334 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage | 16.70% | ||||
Share-based Compensation Award, Tranche Three [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage | 34.00% | ||||
Share-based Compensation Award, Tranche Three [Member] | Restricted stock units | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage | 16.70% |
STOCK-BASED COMPENSATION Stock
STOCK-BASED COMPENSATION Stock options activity (Details) - Stock options - USD ($) | 9 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock Option Award Exercise Price as a Percentage of the Fair Market Value of a Share of Common Stock | 100.00% | |
Total compensation cost not yet recognized | $ 0 | |
Weighted average service period | 0 days | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | ||
Options outstanding, Number of Options, At the Beginning of the Year (shares) | 5,000 | 10,000 |
Expired, number of options (shares) | 0 | 0 |
Options outstanding, Number of Options, At the End of the Period (shares) | 5,000 | 10,000 |
Options exercisable, Number of Options, At the End of the Period (shares) | 5,000 | 10,000 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Roll Forward] | ||
Options outstanding, weighted average exercise price per share, At the Beginning of the Year (usd per share) | $ 24.90 | $ 38.55 |
Expired, weighted average exercise price per share (usd per share) | 0 | 0 |
Options outstanding, weighted average exercise price per share, At the End of the Period (usd per share) | 24.90 | 38.55 |
Options exercisable, weighted average exercise price per share, At the End of the Period (usd per share) | $ 24.90 | $ 38.55 |
Minimum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expiration period | 5 years | |
Maximum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expiration period | 10 years |
STOCK-BASED COMPENSATION Restri
STOCK-BASED COMPENSATION Restricted stock units (Details) - Restricted stock units - USD ($) $ / shares in Units, $ in Thousands | 9 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total compensation cost not yet recognized | $ 258 | |
Weighted average service period | 1 year 9 months 4 days | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | ||
Non-vested restricted stock (units), number of shares of restricted stock (unit), At the Beginning of the Year (shares) | 57,773 | 108,894 |
Granted, Number of share of restricted stock (shares) | 85,139 | 67,166 |
Share-based Compensation Arrangement By Share-based Payment Award, Equity Instruments Other Than Options, Shares Earned Above Target | 723 | 24,486 |
Vested, number of share of restricted stock (shares) | (61,612) | (141,970) |
Forfeited, number of share of restricted stock (shares) | (15,090) | (803) |
Non-vested restricted stock (units), number of shares of restricted stock (unit), At the End of the Period (shares) | 66,933 | 57,773 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Roll Forward] | ||
Non-vested restricted stock (units), weighted average grant date fair value, At the Beginning of the Year (usd per share) | $ 15.68 | $ 11.60 |
Granted, weighted average grant date fair value (usd per share) | 15.04 | 17.40 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Shares Earned Above Target, Weighted Average Grant Date Fair Value | 17 | 10 |
Vested, weighted average grant date fair value (usd per share) | 14.91 | 12.50 |
Forfeited, weighted average grant date fair value (usd per share) | 15.38 | 10 |
Non-vested restricted stock (units), weighted average grant date fair value, At the End of the Period (usd per share) | $ 15.22 | $ 15.70 |
Non-Employee Director | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | ||
Granted, Number of share of restricted stock (shares) | 34,305 | |
Corporate | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other that Options, Percentage of Shares Issued Based on Performance of Group Adjusted EBITDA | 25.00% | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other that Options, Percentage of Shares Issued Based on Performance of Adjusted EBITDA | 75.00% |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | |
Tax open years subject to examination [Line Items] | |||||
Provision for income taxes from continuing operations | $ 149 | $ 112 | $ 356 | $ 393 | |
Pre-tax income (loss) | 495 | $ (711) | $ (1,969) | $ (4,680) | |
Effective income tax rate | (18.10%) | (8.40%) | |||
U.S. Federal statutory rate | 21.00% | ||||
Unrecognized tax benefits | 2,116 | $ 2,116 | $ 1,982 | ||
Accrued interest and penalties | 719 | 719 | $ 588 | ||
Unrecognized Tax Benefits, Income Tax Penalties and Interest Expense | $ 120 | $ 42 | |||
U.S. Federal [Member] | |||||
Tax open years subject to examination [Line Items] | |||||
Open Tax Year | 2016 | ||||
Other U.S. state and local juristictions [Member] | |||||
Tax open years subject to examination [Line Items] | |||||
Open Tax Year | 2014 | ||||
Australia | |||||
Tax open years subject to examination [Line Items] | |||||
Open Tax Year | 2017 | ||||
BELGIUM | |||||
Tax open years subject to examination [Line Items] | |||||
Open Tax Year | 2016 | ||||
CANADA | |||||
Tax open years subject to examination [Line Items] | |||||
Open Tax Year | 2015 | ||||
NETHERLANDS | |||||
Tax open years subject to examination [Line Items] | |||||
Open Tax Year | 2013 | ||||
SWITZERLAND | |||||
Tax open years subject to examination [Line Items] | |||||
Open Tax Year | 2014 | ||||
United Kingdon | |||||
Tax open years subject to examination [Line Items] | |||||
Open Tax Year | 2017 | ||||
Justifications in Asia [Member] | |||||
Tax open years subject to examination [Line Items] | |||||
Open Tax Year | 2018 | ||||
Minimum | |||||
Tax open years subject to examination [Line Items] | |||||
Possible decrease of unrecognized tax benefits | 0 | $ 0 | |||
Maximum | |||||
Tax open years subject to examination [Line Items] | |||||
Possible decrease of unrecognized tax benefits | $ 200 | $ 200 |
EARNINGS (LOSS) PER SHARE (Comp
EARNINGS (LOSS) PER SHARE (Computation of basic and diluted earnings (loss) per share) (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
EPS - basic: | ||||
Earnings (loss) per share from continuing operations | $ 0.11 | $ (0.25) | $ (0.74) | $ (1.55) |
Earnings (loss) per share from discontinued operations | 0.01 | (0.01) | (0.04) | 4.14 |
Earnings (loss) per share | 0.12 | (0.26) | (0.77) | 2.59 |
EPS - diluted: | ||||
Earnings (loss) per share from continuing operations | 0.11 | (0.25) | (0.74) | (1.55) |
Earnings (loss) per share from discontinued operations | 0.01 | (0.01) | (0.04) | 4.14 |
Earnings (loss) per share | $ 0.12 | $ (0.26) | $ (0.77) | $ 2.59 |
EPS numerator - basic and diluted: | ||||
Income (loss) from continuing operations | $ 346 | $ (823) | $ (2,325) | $ (5,073) |
Income (loss) from discontinued operations, net of income taxes | 18 | (47) | (113) | 13,560 |
Net income (loss) | $ 364 | $ (870) | $ (2,438) | $ 8,487 |
EPS denominator: | ||||
Weighted-average common stock outstanding - basic (in shares) | 3,082 | 3,310 | 3,150 | 3,275 |
Common stock equivalents: stock options and restricted stock units | 36 | 0 | 0 | 0 |
Weighted-average number of common stock outstanding - diluted (in shares) | 3,118 | 3,310 | 3,150 | 3,275 |
EARNINGS (LOSS) PER SHARE (Anti
EARNINGS (LOSS) PER SHARE (Antidilutive securities excluded from the computation of earnings (loss) per share) (Details) - shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share | 5,000 | 67,773 | 71,933 | 67,773 |
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 | 57,773 | 66,933 | 57,773 |
Stock options | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share | 5,000 | 10,000 | 5,000 | 10,000 |
Share-based Compensation Award, Tranche Two [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage | 33.00% | |||
Share-based Compensation Award, Tranche Three [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage | 34.00% | |||
Share-based Compensation Award, Tranche One [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage | 33.00% | |||
Unvested restricted stock units | Share-based Compensation Award, Tranche Two [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage | 16.70% | |||
Unvested restricted stock units | Share-based Compensation Award, Tranche Three [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage | 16.70% | |||
Unvested restricted stock units | Share-based Compensation Award, Tranche One [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage | 66.60% |
CASH, CASH EQUIVALENTS, AND R_3
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH (Details) - USD ($) $ in Thousands | Sep. 30, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Dec. 31, 2017 |
Restricted Cash and Cash Equivalents Items [Line Items] | ||||
Cash and cash equivalents | $ 28,383 | $ 40,562 | ||
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents | 28,881 | 41,060 | $ 38,865 | $ 22,006 |
Continuing Operations [Member] | Prepaid Expenses and Other Current Assets | ||||
Restricted Cash and Cash Equivalents Items [Line Items] | ||||
Restricted cash | 122 | 146 | ||
Continuing Operations [Member] | Other Noncurrent Assets | ||||
Restricted Cash and Cash Equivalents Items [Line Items] | ||||
Restricted cash | $ 376 | $ 352 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details) | Apr. 08, 2019AUD ($) | Sep. 30, 2019USD ($) | Jun. 30, 2019USD ($) | Mar. 31, 2018USD ($) | Sep. 30, 2019USD ($) | Sep. 30, 2019AUD ($) | Sep. 30, 2019USD ($) | Jan. 01, 2019USD ($) | Dec. 31, 2018USD ($) | Sep. 30, 2018USD ($) | Dec. 31, 2017USD ($) |
Commitments And Contingencies [Line Items] | |||||||||||
Operating Leases, Future Minimum Payments Due, Next Twelve Months | $ 69,000 | ||||||||||
Legal Reserves | $ 0 | $ 0 | |||||||||
Lessee, Operating Lease, Liability, Payments, Due Year Two | 229,000 | ||||||||||
Lessee, Operating Lease, Liability, Payments, Due Year Three | 141,000 | ||||||||||
Lessee, Operating Lease, Liability, Payments, Due Year Four | 12,000 | ||||||||||
Lessee, Operating Lease, Liability, Payments, Due | $ 451,000 | 451,000 | |||||||||
Operating lease right-of-use assets | $ 445,000 | $ 0 | |||||||||
Operating Lease, Cost | $ 399,000 | ||||||||||
Operating Lease, Weighted Average Remaining Lease Term | 2 years 1 month 6 days | 2 years 1 month 6 days | |||||||||
Chief Executive Officer | |||||||||||
Commitments And Contingencies [Line Items] | |||||||||||
Salary and Wage, Officer, Excluding Cost of Good and Service Sold | $ 2,024,000 | ||||||||||
Chief Financial Officer [Member] | |||||||||||
Commitments And Contingencies [Line Items] | |||||||||||
Salary and Wage, Officer, Excluding Cost of Good and Service Sold | $ 0 | ||||||||||
Accounting Standards Update 2016-02 [Member] | |||||||||||
Commitments And Contingencies [Line Items] | |||||||||||
Operating lease right-of-use assets | $ 700,000 | ||||||||||
Maximum | |||||||||||
Commitments And Contingencies [Line Items] | |||||||||||
Lessee, Operating Lease, Remaining Lease Term | 3 years | ||||||||||
Minimum | |||||||||||
Commitments And Contingencies [Line Items] | |||||||||||
Lessee, Operating Lease, Remaining Lease Term | 1 year | ||||||||||
NAB Facility Agreement [Member] | Line of Credit [Member] | |||||||||||
Commitments And Contingencies [Line Items] | |||||||||||
Debt Instrument, Termination of Debt Notice | 90 days | ||||||||||
Interest Expense | $ 8 | $ 15 | |||||||||
Debt Instrument, Restrictions and Covenants, Number Of Times EBITDA Must Be Paid Total Interest Period Within A Period of Twelve Months Rolling Basis | 2 | ||||||||||
Debt Instrument, Restrictions and Covenants, Tangible Net Worth, Minimum | $ 2,500,000 | ||||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 4,000,000 | ||||||||||
Debt Instrument, Restrictions and Covenants, Tangible Assets, Minimum | 25.00% | 25.00% | |||||||||
Variable Receivable Finance Indicator [Member] | NAB Facility Agreement [Member] | Line of Credit [Member] | |||||||||||
Commitments And Contingencies [Line Items] | |||||||||||
Debt Instrument, Basis Spread on Variable Rate | 1.60% |
ACCUMUATED OTHER COMPREHENSIV_2
ACCUMUATED OTHER COMPREHENSIVE INCOME (LOSS) (Details) - USD ($) $ in Thousands | Sep. 30, 2019 | Dec. 31, 2018 |
Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract] | ||
Foreign currency translation adjustments | $ (985) | $ (606) |
Accumulated other comprehensive loss | $ (985) | $ (606) |
STOCKHOLDERS' EQUITY (Details)
STOCKHOLDERS' EQUITY (Details) - USD ($) | 1 Months Ended | 9 Months Ended | 50 Months Ended | |||
Mar. 22, 2019 | Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Feb. 22, 2019 | Jul. 30, 2015 | |
Equity, Class of Treasury Stock [Line Items] | ||||||
Authorized amount of stock repurchase program | $ 10,000,000 | |||||
Stock Repurchased During Period, Shares | 246,863 | |||||
Payments for Repurchase of Common Stock | $ 3,703,000 | $ 4,482,000 | $ 3,000 | |||
Payments for Repurchase of Common Stock, Fees and Expenses | $ 125,000 | |||||
Common Stock | ||||||
Equity, Class of Treasury Stock [Line Items] | ||||||
Approved Tender Offer, Amount | $ 315,000 | |||||
Approved Tender Offer, Par Value | $ 0.001 | |||||
Approved Tender Offer, Per Share | $ 15 | |||||
Open Market Repurchases | ||||||
Equity, Class of Treasury Stock [Line Items] | ||||||
Treasury Stock Acquired, Average Cost Per Share | $ 3,300 | |||||
Stock Repurchased During Period, Shares | 48,706 | 220 | ||||
Payments for Repurchase of Common Stock | $ 655,000 | $ 3,000 | ||||
Stock Repurchased and Retired During Period, Shares | 2,200 | |||||
June 30 2015 Authorization | ||||||
Equity, Class of Treasury Stock [Line Items] | ||||||
Treasury Stock Acquired, Average Cost Per Share | $ 8,234,000 | |||||
Treasury Stock, Shares, Acquired | 427,131 |
SEGMENT AND GEOGRAPHIC DATA Seg
SEGMENT AND GEOGRAPHIC DATA Segment Information (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2019USD ($) | Sep. 30, 2018USD ($) | Sep. 30, 2019USD ($)Segment | Sep. 30, 2018USD ($) | Dec. 31, 2018USD ($) | |
Segment Reporting Information [Line Items] | |||||
Number of Reportable Segments | Segment | 3 | ||||
Revenue from external customers | $ 25,762 | $ 68,363 | |||
Segment Reporting Information, Revenue Intersegment | 0 | 0 | |||
Revenue | 25,762 | $ 17,127 | 68,363 | $ 50,357 | |
Gross margin, from external customer | 11,396 | 32,451 | |||
Segment Reporting Information, Intersegment Gross Margin | 0 | 0 | |||
Gross profit | 11,396 | 10,881 | 32,451 | 31,836 | |
EBITDA (loss) | 430 | (812) | (2,433) | (4,839) | |
Depreciation and amortization | (23) | (1) | (62) | (3) | |
Segment Reporting Information, Intersegment Interest Income (Expense), Net | 0 | 0 | 0 | 0 | |
Interest income, net | 88 | 102 | 526 | 162 | |
Income (loss) from continuing operations before provision for income taxes | 495 | (711) | (1,969) | (4,680) | |
Accounts receivable, net | 15,691 | 14,500 | 15,691 | 14,500 | $ 9,893 |
Total assets | 47,149 | 54,436 | 47,149 | 54,436 | $ 53,179 |
Operating Segments | Hudson Americas | |||||
Segment Reporting Information [Line Items] | |||||
Revenue from external customers | 3,510 | 10,632 | |||
Segment Reporting Information, Revenue Intersegment | 12 | 75 | |||
Revenue | 3,522 | 3,590 | 10,707 | 10,799 | |
Gross margin, from external customer | 3,205 | 9,558 | |||
Segment Reporting Information, Intersegment Gross Margin | 11 | 72 | |||
Gross profit | 3,216 | 2,990 | 9,630 | 9,039 | |
EBITDA (loss) | 3 | 87 | 17 | 303 | |
Depreciation and amortization | (5) | 0 | (14) | 0 | |
Segment Reporting Information, Intersegment Interest Income (Expense), Net | 0 | 0 | 0 | 0 | |
Interest income, net | 0 | 0 | 0 | 0 | |
Income (loss) from continuing operations before provision for income taxes | (2) | 87 | 3 | 303 | |
Accounts receivable, net | 3,295 | 2,428 | 3,295 | 2,428 | |
Total assets | 5,122 | 4,511 | 5,122 | 4,511 | |
Operating Segments | Hudson Asia Pacific | |||||
Segment Reporting Information [Line Items] | |||||
Revenue from external customers | 17,436 | 43,569 | |||
Segment Reporting Information, Revenue Intersegment | 0 | 0 | |||
Revenue | 17,436 | 9,306 | 43,569 | 27,731 | |
Gross margin, from external customer | 5,574 | 15,584 | |||
Segment Reporting Information, Intersegment Gross Margin | (12) | (70) | |||
Gross profit | 5,562 | 5,741 | 15,514 | 16,423 | |
EBITDA (loss) | 821 | 460 | 1,135 | 1,511 | |
Depreciation and amortization | (12) | 0 | (27) | 0 | |
Segment Reporting Information, Intersegment Interest Income (Expense), Net | (95) | (105) | (296) | (212) | |
Interest income, net | (4) | 0 | (4) | 0 | |
Income (loss) from continuing operations before provision for income taxes | 710 | 355 | 808 | 1,299 | |
Accounts receivable, net | 8,594 | 7,653 | 8,594 | 7,653 | |
Total assets | 11,930 | 11,230 | 11,930 | 11,230 | |
Operating Segments | Hudson Europe | |||||
Segment Reporting Information [Line Items] | |||||
Revenue from external customers | 4,816 | 14,162 | |||
Segment Reporting Information, Revenue Intersegment | (1) | 2 | |||
Revenue | 4,815 | 4,231 | 14,164 | 11,827 | |
Gross margin, from external customer | 2,617 | 7,309 | |||
Segment Reporting Information, Intersegment Gross Margin | 0 | 3 | |||
Gross profit | 2,617 | 2,150 | 7,312 | 6,374 | |
EBITDA (loss) | 178 | (226) | (139) | (176) | |
Depreciation and amortization | (5) | (1) | (18) | (3) | |
Segment Reporting Information, Intersegment Interest Income (Expense), Net | 0 | 0 | 0 | 0 | |
Interest income, net | 0 | 0 | 0 | 0 | |
Income (loss) from continuing operations before provision for income taxes | 173 | (227) | (157) | (179) | |
Accounts receivable, net | 3,849 | 4,419 | 3,849 | 4,419 | |
Total assets | 7,003 | 8,689 | 7,003 | 8,689 | |
Corporate | |||||
Segment Reporting Information [Line Items] | |||||
Revenue from external customers | 0 | 0 | |||
Segment Reporting Information, Revenue Intersegment | 0 | 0 | |||
Revenue | 0 | 0 | 0 | 61 | |
Gross margin, from external customer | 0 | 0 | |||
Segment Reporting Information, Intersegment Gross Margin | 0 | 0 | |||
Gross profit | 0 | 0 | 0 | 0 | |
EBITDA (loss) | (572) | (1,133) | (3,446) | (6,477) | |
Depreciation and amortization | (1) | 0 | (3) | 0 | |
Segment Reporting Information, Intersegment Interest Income (Expense), Net | 95 | 105 | 296 | 212 | |
Interest income, net | 92 | 102 | 530 | 162 | |
Income (loss) from continuing operations before provision for income taxes | (386) | (926) | (2,623) | (6,103) | |
Accounts receivable, net | (47) | 0 | (47) | 0 | |
Total assets | 23,094 | 30,006 | 23,094 | 30,006 | |
Inter-Segment Elimination | |||||
Segment Reporting Information [Line Items] | |||||
Revenue from external customers | 0 | 0 | |||
Segment Reporting Information, Revenue Intersegment | (11) | (77) | |||
Revenue | (11) | 0 | (77) | (61) | |
Gross margin, from external customer | 0 | 0 | |||
Segment Reporting Information, Intersegment Gross Margin | 1 | (5) | |||
Gross profit | 1 | 0 | (5) | 0 | |
EBITDA (loss) | 0 | 0 | |||
Depreciation and amortization | 0 | 0 | 0 | 0 | |
Segment Reporting Information, Intersegment Interest Income (Expense), Net | 0 | 0 | 0 | 0 | |
Interest income, net | 0 | 0 | 0 | 0 | |
Income (loss) from continuing operations before provision for income taxes | 0 | 0 | 0 | 0 | |
Accounts receivable, net | 0 | 0 | 0 | 0 | |
Total assets | $ 0 | $ 0 | $ 0 | $ 0 |
SEGMENT AND GEOGRAPHIC DATA Geo
SEGMENT AND GEOGRAPHIC DATA Geographic Data Reporting (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Segment Reporting Information [Line Items] | ||||
Revenue | $ 25,762 | $ 17,127 | $ 68,363 | $ 50,357 |
Net assets | 33,958 | 41,373 | 33,958 | 41,373 |
United Kingdon | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 4,295 | 4,194 | 12,794 | 11,558 |
Net assets | 2,358 | 3,713 | 2,358 | 3,713 |
Australia | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 15,325 | 7,026 | 37,382 | 23,141 |
Net assets | 2,737 | 3,485 | 2,737 | 3,485 |
United States | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 3,219 | 3,295 | 9,759 | 10,110 |
Net assets | 23,387 | 28,486 | 23,387 | 28,486 |
Other | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 2,923 | 2,612 | 8,428 | 5,548 |
Net assets | $ 5,476 | $ 5,689 | $ 5,476 | $ 5,689 |
STOCKHOLDER RIGHTS PLAN (Detail
STOCKHOLDER RIGHTS PLAN (Details) - USD ($) | Oct. 15, 2018 | Sep. 30, 2019 | Dec. 31, 2018 |
Class of Stock [Line Items] | |||
Warrants and Rights, Option to Exercise, Market Value Multiplier of Purchase Price | 2 | ||
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 | ||
Temporary Equity, Redemption Price Per Share | $ 0.001 | ||
Warrants and Rights, Right to Share Conversion | 1 | ||
Warrants and Rights, Adjustments To Purchase Price Of Less Than One Percent | $ 0 | ||
Class of Warrant or Right, Unissued | 1 | ||
Series B Preferred Stock [Member] | |||
Class of Stock [Line Items] | |||
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% | ||
Warrants and Rights, Percentage of Common Stock Owned By Acquiring Person | 50.00% |