Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Jan. 31, 2020 | Jun. 30, 2019 | |
Entity Registrant Name | Hudson Global, Inc. | ||
Entity Central Index Key | 0001210708 | ||
Trading Symbol | HSON | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2019 | ||
Document Fiscal Year Focus | 2019 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Emerging Growth Company | false | ||
Entity Small Business | true | ||
Entity Shell Company | false | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Public Float | $ 35,578,000 | ||
Entity Common Stock, Shares Outstanding | 2,936,274 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | ||
Revenue | $ 93,811 | $ 66,932 | |
Operating expenses: | |||
Direct contracting costs and reimbursed expenses | 50,245 | 24,828 | |
Salaries and related | 36,176 | 36,975 | |
Office and general | 8,117 | 9,673 | |
Marketing and promotion | 849 | 657 | |
Depreciation and amortization | 85 | 16 | |
Total operating expenses | 95,472 | 72,149 | |
Operating loss | (1,661) | (5,217) | |
Non-operating income (expense): | |||
Interest income, net | 617 | 298 | |
Other expense, net | (338) | (248) | |
Loss from continuing operations before provision for income taxes | (1,382) | (5,167) | |
(Benefit from) provision for income taxes from continuing operations | (540) | 99 | |
Loss from continuing operations | (842) | (5,266) | |
(Loss) income from discontinued operations, net of income taxes | (113) | 13,133 | |
Net (loss) income | $ (955) | $ 7,867 | |
Basic and diluted | |||
Loss per share from continuing operations | [1] | $ (0.27) | $ (1.60) |
(Loss) earnings per share from discontinued operations | [1] | (0.04) | 4 |
(Loss) earnings per share | [1] | $ (0.30) | $ 2.39 |
Weighted-average shares outstanding:(a) | |||
Weighted Average Number of Shares Outstanding, Basic | [1] | 3,131 | 3,285 |
Weighted Average Number of Shares Outstanding, Diluted | [1] | 3,131 | 3,285 |
[1] | 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. |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) Statement - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Consolidated Statement of Comprehensive Income [Abstract] | ||
Net (loss) income | $ (955) | $ 7,867 |
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Adjustment, Net of Tax | 127 | (458) |
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Reclassification Adjustment from AOCI, Realized upon Sale or Liquidation, Net of Tax | 0 | 10,819 |
Reclassification of pension liability adjustment included in loss from discontinued operation, net of income taxes | 0 | (38) |
Other Comprehensive Income (Loss), Net of Tax | 127 | (11,315) |
Comprehensive Income (Loss), Net of Tax, Attributable to Parent | $ (828) | $ (3,448) |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 | |
Operating Lease, Liability, Current | $ 246 | $ 0 | |
Current assets: | |||
Cash and cash equivalents | 31,190 | 40,562 | |
Accounts receivable, less allowance for doubtful accounts of $174 and $41, respectively | 12,795 | 9,893 | |
Prepaid and other | 952 | 671 | |
Current assets of discontinued operations | 0 | 941 | |
Total current assets | 44,937 | 52,067 | |
Property and equipment, net | 186 | 170 | |
Operating lease, right-of-use asset | 401 | 0 | |
Deferred tax assets | 793 | 583 | |
Restricted Cash, Noncurrent | 380 | 352 | |
Other assets | 7 | 7 | |
Total assets | 46,704 | 53,179 | |
Current liabilities: | |||
Accounts payable | 1,064 | 1,461 | |
Accrued expenses and other current liabilities | 8,178 | 8,984 | |
Current liabilities of discontinued operations | 0 | 115 | |
Total current liabilities | 9,488 | 10,560 | |
Income tax payable | 845 | 1,982 | |
Operating Lease, Liability, Noncurrent | 160 | 0 | |
Other Liabilities, Noncurrent | 177 | 150 | |
Total liabilities | 10,670 | 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; 3,663 and 3,613 shares issued; 2,936 and 3,190 shares outstanding, respectively (a) | [1] | 4 | 4 |
Additional paid-in capital | 486,088 | 485,127 | |
Accumulated deficit | (436,507) | (435,552) | |
Accumulated Other Comprehensive Income (Loss), Net of Tax | (479) | (606) | |
Treasury stock, 726 and 423 shares, respectively, at cost (a) | [1] | (13,072) | (8,486) |
Total stockholders’ equity | 36,034 | 40,487 | |
Total liabilities and stockholders' equity | $ 46,704 | $ 53,179 | |
[1] | Common stock and Treasury stock for all periods presented reflect the Company's 1-for-10 reverse stock split, which was effective June 10, 2019. |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Allowance for doubtful accounts | $ 174 | $ 41 |
Preferred stock, par value (per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, issued | 0 | 0 |
Preferred stock, outstanding | 0 | 0 |
Common stock, par value (per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 20,000,000 | 10,000,000 |
Common stock, issued | 3,663,000 | 3,613,000 |
Common Stock, Shares, Outstanding | 2,937,000 | 3,190,000 |
Treasury stock, shares | 726,000 | 423,000 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Cash flows from operating activities: | ||
Net (loss) income | $ (955) | $ 7,867 |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||
Depreciation and amortization | 85 | 696 |
Provision for doubtful accounts | 80 | 19 |
Benefit from deferred income taxes | (210) | (90) |
Stock-based compensation | 961 | 1,539 |
Gain on sale of consolidated subsidiaries | 0 | 13,861 |
Changes in operating assets and liabilities, net of effect of dispositions: | ||
Increase in accounts receivable | (2,941) | (6,311) |
Decrease (increase) in prepaid and other assets | 652 | (190) |
Decrease in accounts payable, accrued expenses and other liabilities | (2,500) | (4,680) |
Decrease in accrued business reorganization | 0 | (501) |
Net cash provided by (used in) operating activities | (4,828) | (15,512) |
Cash flows from investing activities: | ||
Capital expenditures | (84) | (465) |
Proceeds from sale of consolidated subsidiaries, net of cash and restricted cash sold | 0 | 27,792 |
Net cash provided by (used in) investing activities | (84) | 27,327 |
Cash flows from financing activities: | ||
Borrowings under credit agreements | 52,345 | 59,647 |
Repayments under credit agreements | (52,345) | (51,682) |
Repayment of capital lease obligations | 0 | (27) |
Purchases of treasury stock | (4,545) | (208) |
Purchase of restricted stock from employees | (41) | (548) |
Net cash provided by (used in) financing activities | (4,586) | 7,182 |
Effect of exchange rates on cash and cash equivalents and restricted cash | 156 | 57 |
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents, Period Increase (Decrease), Including Exchange Rate Effect | (9,342) | 19,054 |
Cash, cash equivalents, and restricted cash beginning of the period | 41,060 | 22,006 |
Cash, cash equivalents, and restricted cash end of the period | 31,718 | 41,060 |
Supplemental disclosures of cash flow information: | ||
Cash payments during the period for interest | 6 | 92 |
Cash received during the period for interest | 621 | 300 |
Cash payments during the period for income taxes, net of refunds | 648 | 162 |
Cash paid for amounts included in operating lease liabilities | 317 | 0 |
Supplemental non-cash disclosures: | ||
Right-of-use assets obtained in exchange for operating lease liabilities | $ 723 | $ 0 |
CONSOLIDATED STATEMENT OF CHANG
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY - USD ($) shares in Thousands, $ in Thousands | Total | Common stock | Additional paid-in capital | Accumulated deficit | Accumulated other comprehensive income (loss) | Treasury stock | |||
Beginning Balance (in shares) at Dec. 31, 2017 | [1] | 3,496 | |||||||
Beginning Balance at Dec. 31, 2017 | $ 43,152 | $ 3 | $ 483,589 | $ (443,419) | $ 10,709 | $ (7,730) | |||
Beginning Balance, treasury stock (in shares) at Dec. 31, 2017 | [1] | (380) | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Net (loss) income | 7,867 | 7,867 | |||||||
Other comprehensive income (loss), translation adjustments | (458) | (458) | |||||||
Other comprehensive income (loss), pension liability adjustment | (38) | (38) | |||||||
Amount of cumulative translation adjustments reclassified to the statements of operations | (10,819) | (10,819) | |||||||
Purchase of treasury stock (in shares) | [1] | (15) | |||||||
Purchases of treasury stock | (208) | $ (208) | |||||||
Purchase of restricted stock from employees (in shares) | [1] | (28) | |||||||
Purchase of restricted stock from employees | (548) | $ (548) | |||||||
Stock-based compensation and vesting of restricted stock units (in shares) | [1] | 117 | |||||||
Stock-based compensation and vesting of restricted stock units | $ 1,539 | $ 1 | 1,538 | ||||||
Ending Balance, treasury stock (in shares) at Dec. 31, 2018 | 423 | (423) | [1] | ||||||
Ending Balance (in shares) at Dec. 31, 2018 | 3,190 | 3,613 | [1] | ||||||
Ending Balance at Dec. 31, 2018 | $ 40,487 | $ 4 | 485,127 | (435,552) | (606) | $ (8,486) | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Net (loss) income | (955) | (955) | |||||||
Other comprehensive income (loss), translation adjustments | 127 | 127 | |||||||
Amount of cumulative translation adjustments reclassified to the statements of operations | 0 | ||||||||
Purchase of treasury stock (in shares) | [1] | (301) | |||||||
Purchases of treasury stock | (4,545) | $ (4,545) | |||||||
Purchase of restricted stock from employees (in shares) | [1] | (2) | |||||||
Purchase of restricted stock from employees | (41) | $ (41) | |||||||
Stock-based compensation and vesting of restricted stock units (in shares) | [1] | 50 | |||||||
Stock-based compensation and vesting of restricted stock units | $ 961 | 961 | |||||||
Ending Balance, treasury stock (in shares) at Dec. 31, 2019 | 726 | (726) | [1] | ||||||
Ending Balance (in shares) at Dec. 31, 2019 | 2,937 | 3,663 | [1] | ||||||
Ending Balance at Dec. 31, 2019 | $ 36,034 | $ 4 | $ 486,088 | $ (436,507) | $ (479) | $ (13,072) | |||
[1] | Common stock and Treasury stock for all periods presented reflect the Company's 1-for-10 reverse stock split, which was effective June 10, 2019. |
DESCRIPTION OF BUSINESS
DESCRIPTION OF BUSINESS | 12 Months Ended |
Dec. 31, 2019 | |
Description of Business [Abstract] | |
DESCRIPTION OF BUSINESS | DESCRIPTION OF BUSINESS Hudson Global, Inc. and its subsidiaries (the "Company") are comprised of the operations, assets and liabilities of the three Hudson 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 worldwide. The Company’s core service offerings included Permanent Recruitment, Contracting, Recruitment Process Outsourcing ("RPO") and Talent Management Solutions. On March 31, 2018 the Company completed the sale of its Recruitment and Talent Management ("RTM") businesses in three separate transactions and retained its RPO business (the "Sales Transaction"). The results of the RTM businesses are reported as discontinued operations for all periods presented in the statements of operations and consolidated balance sheet. For more information, see Note 4 . As of December 31, 2019 , the Company operated directly in ten countries with three reportable geographic business segments: Americas, Asia Pacific, and Europe. The Company’s core service offering following the sale transaction 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 expenses and are included in the segments’ non-operating other income (expense). |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP"). Certain prior period amounts have been reclassified to conform to the current year presentation with no material impact on the consolidated financial statements. Unless otherwise stated, amounts are presented in United States of America ("U.S.") dollars and all amounts are in thousands, except for number of shares and per share amounts. All per share amounts and shares outstanding reflect the Company's 1-for-10 reverse stock split, which was effective June 10, 2019. Recently Adopted Accounting Standards 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. In August 2018, the FASB issued ASU 2018-15, Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract, to provide guidance on implementation costs incurred in a cloud computing arrangement (“CCA”) that is a service contract. ASU 2018-15 aligns the accounting for such costs with the guidance on capitalizing costs associated with developing or obtaining internal-use software. Specifically, ASU 2018-15 amends ASC 350 to include in its scope implementation costs of a CCA that is a service contract and clarifies that a customer should apply ASC 350-40 to determine which implementation costs should be capitalized in such a CCA. The amendments in ASU 2018-15 are effective for annual periods beginning after December 15, 2019 and interim periods within those annual periods. The Company elected to early adopt this ASU as of October 1, 2019 on a prospective basis and it had no impact on the Company's consolidated financial statements. On January 1, 2018, the Company adopted ASU No. 2014-09, "Revenue from Contracts with Customers (Topic 606)" ("ASU 2014-09") and a series of related accounting standard updates designated to create improved revenue recognition and disclosure comparability in financial statements using the modified retrospective approach. 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 adoption ASU 2014-09 and we did not have any significant changes in our business processes or systems. 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. Principles of Consolidation The Consolidated Financial Statements include the accounts of the Company and all of its wholly owned and majority-owned subsidiaries. All significant inter-company accounts and transactions between and among the Company and its subsidiaries have been eliminated in consolidation. Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions about future events. These estimates and the underlying assumptions affect the reported amounts of assets and liabilities, the disclosures about contingent assets and liabilities, and the reported amounts of revenue and expenses. Such estimates include the value of allowances for doubtful accounts, and the valuation of deferred tax assets. These estimates and assumptions are based on management's best estimates and judgment. Management evaluates the estimates and assumptions on an ongoing basis using historical experience and other factors, including the current economic environment, which management believes to be reasonable under the circumstances. The Company adjusts such estimates and assumptions when facts and circumstances dictate. As future events and their effects cannot be determined with precision, actual results could differ significantly from those estimates. Concentration and Credit Risk The Company's revenue is comprised of the operations, assets, and liabilities of the three regional businesses of Americas, Asia Pacific, and Europe. For the years ended December 31, 2019 and 2018, the Company's top 25 clients generated over 90% of revenue. Two clients accounted for 58% of revenue in 2019 and one client accounted for 44% of revenue in 2018. Three clients and one client accounted for greater than 10% of accounts receivable as of December 31, 2019 and 2018, respectively. Financial instruments, which potentially subject the Company to concentrations of credit risk, are primarily cash and accounts receivable. The Company performs continuing credit evaluations of its customers and does not require collateral. The Company has not experienced significant losses related to receivables. Revenue Recognition Revenue is measured according to ASC 606, Revenue - Revenue from Contracts with Customers, and is recognized based on consideration specified in a contract with a client. 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 allows either party to cancel within a short termination period, without cause. Revenue includes billable travel and other reimbursable costs and are reported net of value added taxes, sales, or use taxes collected from clients and remitted to taxing authorities. 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 at period end 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. The Company's accounts receivable balances are composed of trade and unbilled receivables. Unbilled accounts receivable represent revenue recorded in advance of processing formal invoices pursuant to the completion of contract provisions and, generally, become billable at contractually specified dates. Unbilled amounts are expected to be invoiced and collected within one year. 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 years ended December 31, 2019 and 2018. 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 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. 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 contain both fixed fee and variable usage-based consideration. Variable usage based consideration is constrained by candidates accepting offers of permanent employment. We recognized revenue on the fixed fee as the performance obligations are satisfied and usage-based 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. We recognize permanent placement revenue when employment candidates accept offers of permanent employment. We have a substantial history of estimating the financial impact of permanent placement candidates who do not remain with our clients through a guarantee period. Fees to clients are generally calculated as a percentage of the new employee’s annual compensation. No fees for permanent placement services are charged to employment candidates. Contracting. We provide 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 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 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. See Note 3 for information on disaggregated revenue. Operating Expenses Salaries and related expenses include the salaries, commissions, payroll taxes and employee benefits related to recruitment professionals, executive level employees, administrative staff, and other employees of the Company who are not temporary contractors. Office and general expenses include occupancy, equipment leasing and maintenance, utilities, travel expenses, professional fees, and provision for doubtful accounts. The Company expenses the costs of advertising and legal costs as incurred. Stock-Based Compensation The Company applies the fair value recognition provisions of ASC 718, " Compensation - Stock Compensation. " The Company determines the fair value as of the grant date. For awards with graded vesting conditions, the values of the awards are determined by valuing each tranche separately and expensing each tranche over the required service period. The service period is the period over which the related service is performed, which is generally the same as the vesting period. The Company accounts for forfeitures as they occur. During the years ended December 31, 2019 and 2018 the Company only granted restricted stock units. Employee Benefit Programs The Company sponsors a defined contribution plan covering substantially all full-time employees (the “401(k) Plan”). The Company recognized expense related to the 401(k) Plan totaling approximately $120 and $123, respectively, for the years ended December 31, 2019 and 2018, respectively. Income Taxes Earnings from the Company's global operations are subject to tax in various jurisdictions both within and outside the United States. The Company accounts for income taxes in accordance with ASC 740, " Income Taxes" . This standard establishes financial accounting and reporting standards for the effects of income taxes that result from an enterprise's activities. It requires an asset and liability approach for financial accounting and reporting of income taxes. The calculation of net deferred tax assets assumes sufficient future earnings for the realization of such assets as well as the continued application of currently anticipated tax rates. Included in net deferred tax assets is a valuation allowance for deferred tax assets where management believes it is more likely than not that the deferred tax assets will not be realized in the relevant jurisdiction. If we determine that a deferred tax asset will not be realizable, an adjustment to the deferred tax asset will result in a reduction of earnings at that time. See Note 6 to the Consolidated Financial Statements for further information regarding deferred tax assets and our valuation allowance. ASC 740-10-55-3, " Recognition and Measurement of Tax Positions - a Two Step Process," provides implementation guidance related to the accounting for uncertainty in income taxes recognized in an enterprise's financial statements and prescribes a two-step evaluation process for a tax position taken or expected to be taken in a tax return. The first step is recognition and the second is measurement. ASC 740 also provides guidance on derecognition, measurement, classification, disclosures, transition, and accounting for interim periods. The Company provides tax reserves for U.S. Federal, state, local, and international unrecognized tax benefits for all periods subject to audit. The development of reserves for these exposures requires judgments about tax issues, potential outcomes and timing, and is a subjective critical estimate. The Company assesses its tax positions and records tax benefits for all years subject to examination based upon management's evaluation of the facts, circumstances, and information available at the reporting dates. For those tax positions where it is more likely than not that a tax benefit will be sustained, the Company has recorded the largest amount of tax benefit with a greater than 50% likelihood of being realized upon settlement with a tax authority that has full knowledge of all relevant information. For those tax positions where it is not more likely than not that a tax benefit will be sustained, no tax benefit has been recognized in the financial statements. Where applicable, associated interest and penalties have also been recognized as a component of income tax expense. Although the outcome related to these exposures is uncertain, in management's opinion, adequate provisions for income taxes have been made for estimable potential liabilities emanating from these exposures. In certain circumstances, the ultimate outcome for exposures and risks involve significant uncertainties which render them inestimable. If actual outcomes differ materially from these estimates, including those that cannot be quantified, they could have material impact on the Company's results of operations. The Company has provided tax on all unremitted earnings of our foreign subsidiaries taking into consideration all expected future events based on presently existing tax laws and rates. The Company has elected to recognize the tax on Global Intangible Low Taxed Income (“GILTI”) as a period expense in the year the tax is incurred. Earnings (Loss) Per Share Basic earnings (loss) per share ("EPS") 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" and unvested restricted stock. The dilutive impact of stock options and unvested restricted stock 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. Income (loss) per share calculations for each quarter include the weighted average effect for the quarter; therefore, the sum of quarterly income (loss) per share amounts may not equal year-to-date income (loss) per share amounts, which reflect the weighted average effect on a year-to-date basis. In addition, the calculation of the impact of dilutive potential common shares might be dilutive on a quarterly basis but anti-dilutive on a year-to-date basis or vice versa. Fair Value of Financial Instruments The carrying amounts reported in the Consolidated Balance Sheets for cash and cash equivalents, accounts receivable, accounts payable and short-term borrowings approximate fair value because of the immediate or short-term maturity of these financial instruments. Cash and Cash Equivalents For financial statement presentation purposes, the Company considers all highly liquid investments having an original maturity of three months or less as cash equivalents. Accounts Receivable The Company's accounts receivable balances are composed of trade and unbilled receivables. Unbilled accounts receivable represent revenue recorded in advance of processing formal invoices pursuant to the completion of contract provisions and, generally, become billable at contractually specified dates. Unbilled receivables of $3.6 million and $1.8 million as of December 31, 2019 and 2018, respectively are expected to be invoiced and collected within one year. The Company records 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. The Company maintains an allowance for doubtful accounts in order to record accounts receivable at their net realizable value. Judgment is involved as to the collectability of the various receivables. If the Company determines that the allowance for doubtful accounts is not adequate to cover estimated losses, an expense to provide for doubtful accounts is recorded in selling, general and administrative expenses. If an account is determined to be uncollectible, it is written off against the allowance for doubtful accounts. Management's assessment and judgment are vital requirements in assessing the ultimate realization of these receivables, including the current credit-worthiness, financial stability and effect of market conditions on each customer. Property and Equipment Property and equipment are stated at cost. Depreciation is computed primarily using the straight-line method over the following estimated useful lives: Years Furniture and equipment 3 - 8 Capitalized software costs 3 - 5 Computer equipment 3 - 5 Leasehold improvements are amortized over the shorter of their estimated useful lives or the lease term. The amortization periods of material leasehold improvements are estimated at the inception of the lease term. Capitalized Software Costs Capitalized software costs consist of costs to purchase and develop software for internal use. The Company capitalizes certain incurred software development costs in accordance with ASC 350-40, "Intangibles Goodwill and Other: Internal-Use Software." Costs incurred during the application-development stage for software purchased and further customized by outside vendors for the Company's use and software developed by a vendor for the Company's proprietary use have been capitalized. Labor costs incurred during the application-development stage for the Company's own personnel which are directly associated with software development are capitalized as appropriate. The Company expenses software and overhead cost incurred during the preliminary and/or post implementation of the project stage such as maintenance, training and upgrades or enhancements that do not increase functionality. Capitalized software costs are included in property and equipment. Impairment of Long-Lived Assets The Company periodically evaluates whether events or changes in circumstances have occurred that indicate long-lived assets may not be recoverable. When such circumstances are present, the Company assesses whether the carrying value will be recovered through the expected undiscounted future cash flows resulting from the use and eventual disposition of the long-lived asset. In the event the sum of the expected undiscounted future cash flows is less than the carrying value of the long-lived asset, an impairment loss equal to the excess of the long-lived asset's carrying value over its fair value is recorded. The fair values of long-lived assets are based on the Company's own judgments about the assumptions that market participants would use in pricing the asset or on observable market data, when available. Foreign Currency Translation The financial position and results of operations of the Company's international subsidiaries are determined using local currency as the functional currency. Assets and liabilities of these subsidiaries are translated at the exchange rate in effect at each year-end. Statements of Operations accounts are translated at the average rate of exchange prevailing during each period. Translation adjustments arising from the use of differing exchange rates from period to period are included in the accumulated other comprehensive income (loss) account in stockholders' equity, other than translation adjustments on short-term intercompany balances, which are included in other income (expense). Gains and losses resulting from other foreign currency transactions are included in other income (expense). Intercompany receivable balances of a long-term investment nature are considered part of the Company's permanent investment in a foreign jurisdiction and the gains or losses on these balances are reported in other comprehensive income. Comprehensive Income (Loss) Comprehensive income (loss) is defined to include all changes in equity except those resulting from investments by owners and distributions to owners. The Company's other comprehensive income (loss) is primarily comprised of foreign currency translation adjustments, which relate to investments that are permanent in nature. Recent Accounting Standard Update Not Yet Adopted In June 2016, FASB issued ASU 2016-13, " Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments" (“ASU 2016-13 ”). This standard requires an impairment model (known as the current expected credit loss ("CECL") model) that is based on expected losses rather than incurred losses. Under the new guidance, each reporting entity should estimate an allowance for expected credit losses, which is intended to result in more timely recognition of losses. This model replaces multiple existing impairment models in current GAAP, which generally requires a loss to be incurred before it is recognized. The new standard applies to trade receivables arising from revenue transactions such as contract assets and accounts receivable. Under ASC 606, revenue is recognized when, among other criteria, it is probable that an entity will collect the consideration it is entitled to when goods or services are transferred to a customer. When trade receivables are recorded, they become subject to the CECL model and estimates of expected credit losses on trade receivables over their contractual life will be required to be recorded at inception based on historical information, current conditions, and reasonable and supportable forecasts. This guidance is effective for smaller reporting companies for annual periods beginning after December 15, 2022, including the interim periods in the year. Early adoption is permitted. The company is currently evaluating this ASU, but does not believe it will have a material impact on its consolidated financial statements and related disclosures. |
DISAGGREGATED REVENUE
DISAGGREGATED REVENUE | 12 Months Ended |
Dec. 31, 2019 | |
Revenues [Abstract] | |
DISAGGREGATED REVENUE | DISAGGREGATED REVENUE The Company’s revenues for the years ended December 31, 2019 and 2018 were as follows: December 31, 2019 2018 RPO Recruitment $ 43,617 $ 45,236 Contracting 50,194 21,696 Total Revenue $ 93,811 $ 66,932 |
DISCONTINUED OPERATIONS
DISCONTINUED OPERATIONS | 12 Months Ended |
Dec. 31, 2019 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Disposal Groups, Including Discontinued Operations, Disclosure [Text Block] | DISCONTINUED OPERATIONS On March 31, 2018, the Company completed the sale of its RTM Businesses in Belgium, Europe (excluding Belgium) and Asia Pacific in separate transactions to Value Plus NV, Morgan Philips Group S.A., and Apache Group Holdings Pty Limited, respectively (the "Sale Transaction"). 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 from the Sales Transaction as presented in the statements of cash flows for the year ended December 31, 2018 . Gross proceeds $ 38,960 Add: purchase price adjustments 176 Less: cash and restricted cash sold (9,547 ) Less: transaction costs (1,797 ) Net cash proceeds as presented in the statements of cash flows $ 27,792 The Sale Transaction generated a pre-tax gain of $13,861 for the year ended December 31, 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 pre-tax gain is subject to adjustment for various purchase price adjustments. 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: December 31, December 31, 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: Year Ended December 31, 2019 2018 Revenue $ — $ 108,463 Operating expenses: Direct contracting costs and reimbursed expenses — 69,800 Salaries and related — 29,032 Office and general — 7,441 Marketing and promotion — 914 Depreciation and amortization — 680 Business reorganization — 50 Total operating expenses — 107,917 Operating income — 546 Non-operating income (expense): Interest expense, net — (88 ) Other non-operating income — 216 Income from discontinued operations before taxes and (loss) gain on sale — 674 (Loss) gain from sale of discontinued operations (113 ) 13,861 (Loss) income from discontinued operations before income taxes (113 ) 14,535 Provision for income taxes — 1,402 (Loss) income from discontinued operations $ (113 ) $ 13,133 Depreciation, capital expenditures, and significant operating and investment non cash items of the discontinued operations by period were as follows: Year Ended December 31, 2018 Depreciation and amortization $ 680 Stock-based compensation expense $ 233 Capital expenditures $ 284 RTM Revenue Recognition The Company's RTM businesses delivered permanent recruitment, contracting, and talent management solutions to its clients. The contracts have a single performance obligation and we recognized revenue from these services over time in an amount that reflects the consideration expected to be entitled to in exchange for our services. We do not incur incremental costs to obtain these contracts. The costs to fulfill these contracts were expensed as incurred. See Note 2 for additional information on the Company's revenue recognition policies. Permanent recruitment revenue. We recognize permanent placement revenue when employment candidates accept offers of permanent employment. We have a substantial history of estimating the financial impact of permanent placement candidates who do not remain with its clients through a guarantee period. Fees to clients are generally calculated as a percentage of the new employee’s annual compensation. No fees for permanent placement services are charged to employment candidates. Temporary contracting revenue . We recognize temporary contracting revenue over time in the amount to which the Company has a right to invoice, when the services are rendered by the Company’s temporary employees 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 costs to obtain our temporary contracting contracts. The costs incurred to fulfill these contracts are expensed as incurred. Talent management revenue . Talent management services generally contain a single performance obligation satisfied over time. Revenue is recognized over time as the performance obligation is satisfied, because the services provided do not have any alternative use to the Company, and contracts generally include language giving the Company an enforceable right to payment for services provided to date. We measure revenue using an output method. Cost incurred represents work performed and thereby best depicts the transfer of control to the customer. Disaggregation of Revenue The following table presents our disaggregated revenues from discontinued operations by revenue source. Year Ended December 31, 2018 Permanent Recruitment Contracting Talent Management Other Total Revenue $ 20,700 $ 76,615 $ 10,694 $ 454 $ 108,463 |
STOCK-BASED COMPENSATION
STOCK-BASED COMPENSATION | 12 Months Ended |
Dec. 31, 2019 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
STOCK-BASED COMPENSATION | STOCK-BASED COMPENSATION Equity Compensation Plans The Company maintains the Hudson Global, Inc. 2009 Incentive Stock and Awards Plan, as amended and restated on 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, and restricted stock units as well as other types of equity-based awards. The Compensation Committee of the Company’s Board of Directors (the "Compensation Committee") will establish such conditions as it deems appropriate on the granting or vesting of stock options, restricted stock, restricted stock units and other types of equity-based awards. As determined by the Compensation Committee, equity awards may also be subject to immediate vesting upon the occurrence of certain events 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 December 31, 2019 , there were 33,340 shares of the Company’s common stock available for future issuance. All share issuances related to stock compensation plans are issued from the aforementioned stock available for future issuance under stockholder approved compensation plans. A summary of the quantity and vesting conditions for stock-based units granted to the Company's employees for the year ended December 31, 2019 was as follows: 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 Board of Directors of the Company. 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 year ended December 31, 2019 , the Company granted 38,072 restricted stock units to its non-employee directors pursuant to the Director Plan. As of December 31, 2019 , 141,412 restricted stock units are deferred under the Company’s ISAP. For the years ended December 31, 2019 and 2018 , the Company’s stock-based compensation expense related to restricted stock units, which are included in the accompanying Consolidated Statements of Operations, were as follows: For The Year Ended December 31, 2019 2018 Restricted stock units $ 961 $ 1,539 Tax benefits recognized in jurisdictions where the Company has taxable income $ 31 $ 15 As of December 31, 2019 and 2018 , unrecognized compensation expense and weighted average period over which the compensation expense is expected to be recognized relating to the unvested portion of the Company's restricted stock unit awards, based on the Company's historical valuation treatment, were as follows: As of December 31, 2019 2018 Unrecognized Expense Weighted Average Period in Years Unrecognized Expense Weighted Average Period in Years Restricted stock units $ 278 0.9 $ 294 1.7 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 and generally vest ratably over a four-year period. Changes in the Company’s stock options for the years ended December 31, 2019 and 2018 were as follows: For The Year Ended December 31, 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 — — (5,000 ) 52.20 Options outstanding at December 31, 5,000 $ 24.90 5,000 $ 24.90 Options exercisable at December 31, 5,000 $ 24.90 5,000 $ 24.90 The weighted average remaining contractual term and the aggregated intrinsic value for stock options outstanding and exercisable as of December 31, 2019 and 2018 were as follows: As of December 31, 2019 2018 Remaining Contractual Term in Years Aggregated Intrinsic Value Remaining Contractual Term in Years Aggregated Intrinsic Value Stock options outstanding 0.8 $ — 1.8 $ — Stock options exercisable 0.8 $ — 1.8 $ — Restricted Stock Units Changes in the Company’s restricted stock units arising from grants to certain employees and non-employee directors for the years ended December 31, 2019 and 2018 were as follows: For The Year Ended December 31, 2019 2018 Number of Shares of Restricted Stock Units Weighted Average Grant-Date Fair Value Number of Shares of Restricted Stock Units Weighted Average Grant-Date Fair Value Unvested restricted stock units at January 1, 57,773 $ 15.68 108,894 $ 11.63 Granted 88,906 14.92 71,760 17.30 Shares earned above target (a) 723 17.00 24,486 10.00 Vested (68,876 ) 14.87 (146,564 ) 12.54 Forfeited (15,090 ) 15.38 (803 ) 10.00 Unvested restricted stock units at December 31, 63,436 $ 15.12 57,773 $ 15.68 (a) The number of shares earned above target are based on the performance target established by the Compensation Committee at the initial grant date. The total fair value of restricted stock units vested during the years ended December 31, 2019 and 2018 were as follows: For The Year Ended December 31, 2019 2018 Fair value of restricted stock units vested $ 1,016 $ 2,792 |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | INCOME TAXES Income Tax Provision The domestic and foreign components of loss from continuing operations before provision for income taxes is as follows: Year ended December 31, 2019 2018 Domestic $ (3,131 ) $ (6,819 ) Foreign 1,749 1,652 Loss before provision for income taxes $ (1,382 ) $ (5,167 ) The components of the provision for (benefit from) income taxes from continuing operations are as follows: Year ended December 31, 2019 2018 Current tax provision (benefit): U.S. Federal $ — $ — State and local (495 ) 20 Foreign 165 627 Total current (benefit from) provision for income taxes (330 ) 647 Deferred tax provision (benefit): U.S. Federal — (235 ) State and local — (67 ) Foreign (210 ) (246 ) Total deferred benefit from income taxes (210 ) (548 ) Total (benefit from) provision for income taxes $ (540 ) $ 99 Tax Rate Reconciliation The effective tax rates for the years ended December 31, 2019 and 2018 were 39.1% and negative 1.9% respectively. The increase in effective tax rate in 2019 was primarily due to the reduction and effective lapsing of statutes for certain historic uncertain tax positions and state income tax benefits, offset by additional tax expense for Global Intangible Low Taxed Income (“GILTI’), foreign income taxes at different rates, and changes in valuation allowances in the U.S. and certain foreign jurisdictions. The decrease in the effective tax rate in 2018 was primarily due to the change in valuation allowance and non-deductible expenses. The effects of other federal and state deferred tax adjustments in 2019 and 2018 were offset by changes in valuation allowances and have no net impact on effective tax rates. The following is a reconciliation of the effective tax rate from continuing operations for the years ended December 31, 2019 and 2018 to the U.S. federal statutory rate of 21% : Year ended December 31, 2019 2018 Benefit at federal statutory rates $ (290 ) $ (1,085 ) State income taxes, net of federal benefit (147 ) (261 ) Change in valuation allowance (12,005 ) 2,904 Taxes related to foreign income 295 479 Non-deductible expenses 58 573 Other federal deferred tax adjustments 6,907 (597 ) Other state deferred tax adjustments 5,624 (1,898 ) Uncertain tax positions (982 ) (16 ) (Benefit from) provision for income taxes $ (540 ) $ 99 Other state deferred tax adjustments in 2018 includes a benefit of $1,727 from U.S. state tax rate changes. Deferred Taxes Assets (Liabilities) Deferred income taxes are provided for the tax effect of temporary differences between the financial reporting basis and the tax basis of assets and liabilities. Net deferred tax assets have been reported as non-current in the accompanying Consolidated Balance Sheets. Significant temporary differences at December 31, 2019 and 2018 are as follows: As of December 31, 2019 2018 Deferred tax assets (liabilities): Allowance for doubtful accounts $ 47 $ 25 Property and equipment (64 ) 19 Goodwill and intangibles 200 670 Accrued compensation 1,511 1,232 Accrued liabilities and other 255 559 Loss carryforwards 186,325 197,564 Deferred tax assets before valuation allowance 188,274 200,069 Valuation allowance (187,481 ) (199,486 ) Deferred tax assets, net of valuation allowance $ 793 $ 583 As a result of the enactment of the Tax Act, the Company has provided tax on GILTI, and therefore, future repatriations of previously unremitted foreign earnings are expected to either be exempt from U.S. taxation or offset by NOLs. The Company has provided $48 and $47 of withholding tax with respect to unremitted foreign earnings, respectively at December 31, 2019 and December 31, 2018. Net Operating Losses ("NOLs"), Capital Losses, and Valuation Allowance At December 31, 2019 , the Company had losses for U.S. Federal tax purposes of approximately $693,579 in total, made up of net U.S. Federal NOLs incurred through December 31, 2019 of $314,916 and U.S. Federal capital losses of $378,663 as a result of the Sales Transaction. The NOLs include approximately $13,144 of tax losses that were not absorbed by Monster Worldwide, Inc. ("Monster") on its consolidated U.S. Federal tax returns through the spin-off of the Company on April 1, 2003. U.S. Federal NOLs incurred through December 31, 2017 expire at various dates through 2037 with $0 scheduled to expire during 2020. U.S. Federal NOLs incurred in or after 2018 have an indefinite carryforward period, which can be offset by 80% of future taxable income in any given year. U.S. Federal capital losses expire in five years during 2023 . The Company's utilization of U.S. NOLs is subject to an annual limitation imposed by Section 382 of the Internal Revenue Code ("IRC"), which may limit our ability to utilize all the existing NOLs before the expiration dates. Based upon IRC Section 382 studies prepared by the Company, Section 382 ownership changes have occurred that will result in $224,124 of the Company’s Federal NOLs generated through September 2006 and recognized built-in losses during the five year period after September 2006 being subject to IRC Section 382 limitations. As a result of IRC Section 382 limitations, $27,848 of the $224,124 NOLs that are limited are expected to expire prior to utilization specifically as a result of the IRC Section 382 cumulative annual limitations. Accordingly, the U.S. Federal NOLs of $314,916 above excluded the $27,848 of tax losses expected to expire prior to utilization due to IRC Section 382 cumulative annual limitations and the deferred tax asset for loss carryforwards of $186,325 also excluded $7,519 of related tax benefits. As of December 31, 2019 , certain international subsidiaries had NOLs for local tax purposes of $12,213 . With the exception of $6,096 of NOLs with an indefinite carry forward period as of December 31, 2019 , these losses will expire at various dates through 2039 , with $0 scheduled to expire during 2020 . The deferred tax recognized for NOLs are presented net of unrecognized tax benefits, where applicable. ASC 740-10-30-5 requires that a valuation allowance be established when it is more likely than not that all or a portion of a deferred tax asset will not be realized. In making this assessment, management considers the level of historical taxable income, scheduled reversals of deferred tax liabilities, tax planning strategies, and projected future taxable income. As of December 31, 2019, $186,305 of the valuation allowance relates to the deferred tax asset for NOLs, $183,615 of which is U.S. Federal and state and $2,690 of which is foreign, that management has determined will more likely than not expire prior to realization. The remaining valuation allowance of $1,176 relates to deferred tax assets on U.S. and foreign temporary differences that management estimates will not be realized due to the Company's U.S. and foreign tax losses. Management made no changes in judgment regarding the realizability of deferred tax assets in future years in 2019. Uncertain Tax Positions A reconciliation of the beginning and ending amount of unrecognized tax benefits, excluding interest and penalties is as follows: 2019 2018 Balance, beginning of year $ 1,574 $ 1,311 Additions based on tax positions related to the current year — 360 Additions for tax positions of prior years 15 — Reductions for tax positions of prior years (303 ) (95 ) Expiration of applicable statutes of limitations (623 ) (2 ) Balance, end of year $ 663 $ 1,574 The total amount of state and local and foreign unrecognized tax benefits that, if recognized, would affect the effective tax rate as of December 31, 2019 and December 31, 2018 was $663 and $1,574 , respectively, exclusive of interest and penalties. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as part of the provision for income taxes. As of December 31, 2019 and December 31, 2018, the Company had $551 and $588 , respectively, of accrued interest and penalties associated with unrecognized tax benefits. Based on information available as of December 31, 2019 , it is reasonably possible that the total amount of unrecognized tax benefits could decrease by up to $200 over the next 12 months as a result of projected resolutions of global tax examinations and controversies and potential lapses of the applicable statutes of limitations. In many cases, the Company’s unrecognized tax benefits are related to tax years that remain subject to examination by the relevant tax authorities. Tax years with NOLs remain open until such losses expire or the statutes of limitations for those years when the NOLs are used or expire. As of December 31, 2019 , the Company's open tax years remain subject to examination by the relevant tax authorities and currently under income tax examination were principally as follows: Year Earliest tax years remain subject to examination by the relevant tax authorities: U.S. Federal 2016 Majority of U.S. state and local jurisdictions 2015 Australia 2017 Belgium 2017 Canada 2015 Netherlands 2014 Switzerland 2015 United Kingdom 2018 Jurisdictions in Asia 2018 The Company believes that its unrecognized tax benefits as of December 31, 2019 are appropriately recorded for all years subject to examination above. |
EARNINGS (LOSS) PER SHARE
EARNINGS (LOSS) PER SHARE | 12 Months Ended |
Dec. 31, 2019 | |
Earnings Per Share [Abstract] | |
EARNINGS (LOSS) PER SHARE | EARNINGS (LOSS) PER SHARE A reconciliation of the numerators and denominators of the basic and diluted earnings (loss) per share calculations were as follows: For The Year Ended December 31, 2019 2018 Earnings (loss) per share ("EPS") (a) : EPS - basic and diluted: Loss per share from continuing operations $ (0.27 ) $ (1.60 ) (Loss) earnings per share from discontinued operations (0.04 ) 4.00 (Loss) earnings per share $ (0.30 ) $ 2.39 EPS numerator - basic and diluted: Loss from continuing operations $ (842 ) $ (5,266 ) (Loss) income from discontinued operations, net of income taxes (113 ) 13,133 Net (loss) income $ (955 ) $ 7,867 EPS denominator (in thousands): Weighted average common stock outstanding - basic 3,131 3,285 Common stock equivalents: stock options and restricted stock units — — Weighted average number of common stock outstanding - diluted 3,131 3,285 (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. The weighted average number of shares outstanding used in the computation of diluted net income (loss) per share for the years ended December 31, 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: For The Year Ended December 31, 2019 2018 Unvested restricted stock units 63,436 57,773 Stock options 5,000 5,000 Total 68,436 62,773 |
RESTRICTED CASH
RESTRICTED CASH | 12 Months Ended |
Dec. 31, 2019 | |
Restricted Cash and Investments [Abstract] | |
RESTRICTED CASH | RESTRICTED CASH A summary of the Company’s restricted cash included in the accompanying Consolidated Balance Sheets as of December 31, 2019 and 2018 was as follows: As of December 31, 2019 2018 Cash and cash equivalents of continuing operations $ 31,190 $ 40,562 Restricted cash included in prepaid and other 148 146 Restricted cash, non-current 380 352 Total cash, cash equivalents, and restricted cash $ 31,718 $ 41,060 Restricted cash under the caption "Prepaid and other" primarily includes a bank guarantee for licensing in Switzerland. Restricted cash under the caption "Other assets" primarily include deposits held under a collateral trust agreement, which support the Company’s workers’ compensation policy. |
ACCRUED EXPENSES AND OTHER CURR
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES | 12 Months Ended |
Dec. 31, 2019 | |
Payables and Accruals [Abstract] | |
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES | ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES As of December 31, 2019 and 2018 , the Company's accrued expenses and other current liabilities consisted of the following: December 31, 2019 2018 Salaries, commissions and benefits $ 4,285 $ 4,139 Severance 174 1,374 Sales, use, payroll, and income taxes 2,291 1,456 Fees for professional services 673 697 Deferred revenue 57 56 Other accruals 698 1,262 Total accrued expenses and other current liabilities $ 8,178 $ 8,984 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 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 leased properties, former and current employees, and regulators or tax authorities arising in the ordinary course of business. The Company routinely monitors claims such as these, and records provisions for losses when the claim becomes probable and the amount due is estimable. Although the outcome of these claims cannot be determined, the Company believes that the final resolution of these matters will not have a material adverse effect on the Company’s financial condition, results of operations or liquidity. For matters that reach the threshold of probable and estimable, the Company establishes reserves for legal, regulatory and other contingent liabilities. The Company’s reserves were $0 as of December 31, 2019 and 2018 , respectively. Departure of Certain Employees As previously disclosed on July 6, 2018, the Company and David F. Kirby, the Company’s Senior Vice President, Treasury and Investor Relations, determined that Mr. Kirby would leave his positions with the Company effective July 27, 2018. In addition, the Company terminated the employment of its Corporate Counsel and Corporate Secretary effective June 29, 2018. As a result, during the year ended December 31, 2018 the Company recognized severance expense of $601 for the two corporate employees classified within salaries and related expense in the Company's Consolidated Statements of Operations. As previously disclosed, on April 1, 2018, Stephen A. Nolan gave notice to the Company's Board 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 appointed Jeffrey E. Eberwein, the Chairman of the Board, as Chief Executive Officer, and Richard K. Coleman, Jr., a director of the Company, as the Chairman of the Board. As a result, during the year ended December 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 Consolidated Statements of Operations. As previously disclosed, on May 31, 2019, the Company and Patrick Lyons, the Company's Chief Financial Officer, determined that Mr. Lyons would leave his positions with the Company effective June 30, 2019. As a result, during the year ended December 31, 2019 , the Company recognized compensation expense of $485 to its former Chief Financial Officer classified within salaries and related expense in the Company's Consolidated Statement of Operations. Additionally, Mr. Lyons 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 paid 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 years ended December 31, 2019 were $527 (reflected in Net cash used in operating activities). The weighted average remaining lease term of our operating leases as of December 31, 2019 was 1.9 years. Future minimum operating lease payments are as follows: 2020 2021 2022 Total Minimum lease payments $ 246 $ 148 $ 12 $ 406 As of December 31, 2018, future minimum operating lease payments for capitalized leases due in 2019 was $87. Invoice Finance Credit Facility On April 8, 2019, the Company’s Australian subsidiary (“Australian Borrower”) entered into an invoice finance credit facility agreement (the “NAB Facility Agreement”) with National Australia Bank Limited ("NAB"). The NAB Facility Agreement provides the Australian Borrower with the ability to borrow funds based on a percentage of eligible trade receivables up to a maximum of 4 million Australian dollars. No receivables have terms greater than 90 days, and any risk of loss is retained by the Australian Borrower. The interest rate is calculated as the variable receivable finance indicator rate, plus a margin of 1.60% per annum. Borrowings under this facility are secured by substantially all of the assets of the Australian Borrower. The NAB Facility Agreement does not have a stated maturity date and can be terminated by either the Australian Borrower or NAB upon 90 days written notice. As of December 31, 2019, there were no amounts outstanding under the NAB Facility Agreement. Interest expense and fees incurred on the NAB Facility Agreement were $20 for the year ended December 31, 2019. The NAB Facility Agreement contains various restrictions and covenants for the Australian Borrower including (1) that EBITDA must be at least two times total interest paid on debt on a 12-month rolling basis; (2) minimum tangible net worth must be at least 2.5 million Australian dollars and be equal to at least 25% of total tangible assets on June 30 and December 31 (as defined in the NAB Facility Agreement); and (3) additional periodic reporting requirements to NAB. The Company was in compliance with all financial covenants under the NAB Facility Agreement as of December 31, 2019. |
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY | 12 Months Ended |
Dec. 31, 2019 | |
Stockholders' Equity Attributable to Parent [Abstract] | |
Stockholders' Equity | STOCKHOLDERS' EQUITY Common Stock On July 30, 2015, the Company announced that its Board of Directors 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 year ended December 31, 2019 and 2018 , the Company had repurchased 54,138 and 14,481 shares in the open market for a total cost of $718 and $208 , respectively. As of December 31, 2019 and 2018 , under the July 30, 2015 authorization, the Company had repurchased 432,563 and 378,421 shares for a total cost of $8,297 and $7,579 , respectively. 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. |
ACCUMULATED OTHER COMPREHENSIVE
ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) | 12 Months Ended |
Dec. 31, 2019 | |
ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) [Abstract] | |
Comprehensive Income (Loss) Note [Text Block] | ACCUMULATED OTHER COMPREHENSIVE LOSS Accumulated other comprehensive loss, net of tax, consisted of the following: December 31, 2019 2018 Foreign currency translation adjustments $ (479 ) $ (606 ) Accumulated other comprehensive loss $ (479 ) $ (606 ) |
SHELF REGISTRATION AND STOCKHOL
SHELF REGISTRATION AND STOCKHOLDER RIGHTS PLAN | 12 Months Ended |
Dec. 31, 2019 | |
Shelf Registrations Disclosure [Abstract] | |
SHELF REGISTRATION AND STOCKHOLDER RIGHTS PLAN | SHELF REGISTRATION AND STOCKHOLDER RIGHTS PLAN Acquisition Shelf Registration Statement The Company has a shelf registration on file with the SEC to enable it to issue up to 135,000 shares of its common stock from time to time in connection with acquisitions of businesses, assets or securities of other companies, whether by purchase, merger or any other form of acquisition or business combination. If any shares are issued using this shelf registration, the Company will not receive any proceeds from these offerings other than the assets, businesses or securities acquired. As of December 31, 2019 , all of the 135,000 shares were available for issuance. 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, par value $ 0.001 per share, 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 Board entered into the Rights Agreement in an effort to preserve the value of the Company’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 IRC. 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 IRC) 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 IRC. The Rights Agreement replaces 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 Company obtained stockholder approval of the Rights Agreement at the Company’s 2019 annual meeting of stockholders. If the Rights become exercisable, each Right would allow 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 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 IRC 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 | 12 Months Ended |
Dec. 31, 2019 | |
Segment Reporting [Abstract] | |
SEGMENT AND GEOGRAPHIC DATA | SEGMENT AND GEOGRAPHIC DATA Segment Reporting The Company operates in three reportable segments: the Hudson regional businesses of Americas, Asia Pacific, and 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, and have been allocated to the reportable segments to the extent which the costs are attributable to the reportable segments. Segment information is presented in accordance with ASC 280, " Segments 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 are 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 4. Americas Asia Pacific Europe Corporate Inter-segment elimination Total For the Year Ended December 31, 2019 Revenue, from external customers $ 13,565 $ 61,438 $ 18,808 $ — $ — $ 93,811 Inter-segment revenue 74 — 2 — (76 ) — Total revenue $ 13,639 $ 61,438 $ 18,810 $ — $ (76 ) $ 93,811 Revenue less certain direct costs, from external customers (a) $ 12,291 $ 21,177 $ 10,098 $ — $ — $ 43,566 Inter-segment revenue less certain direct costs 72 (69 ) 3 — (6 ) — Total revenue less certain direct costs $ 12,363 $ 21,108 $ 10,101 $ — $ (6 ) $ 43,566 EBITDA (loss) (b) $ 60 $ 2,194 $ 84 $ (4,252 ) $ — $ (1,914 ) Depreciation and amortization (18 ) (39 ) (23 ) (5 ) — (85 ) Interest (expense) income, net — (4 ) — 621 — 617 Intercompany interest (expense) income, net — (390 ) — 390 — — Income (loss) from continuing operations before income taxes $ 42 $ 1,761 $ 61 $ (3,246 ) $ — $ (1,382 ) (Benefit from) provision for income taxes $ (277 ) $ 378 $ 24 $ (665 ) $ — $ (540 ) As of December 31, 2019 Accounts receivable, net $ 2,101 $ 6,931 $ 3,729 $ 34 $ — $ 12,795 Total assets $ 4,245 $ 12,461 $ 7,336 $ 22,662 $ — $ 46,704 Americas Asia Pacific Europe Corporate Inter-segment elimination Total For the Year Ended December 31, 2018 Revenue, from external customers $ 13,924 $ 36,946 $ 16,062 $ — $ — $ 66,932 Inter-segment revenue 20 — — — (20 ) — Total revenue $ 13,944 $ 36,946 $ 16,062 $ — $ (20 ) $ 66,932 Revenue less certain direct costs, from external customers (a) $ 11,726 $ 21,936 $ 8,442 $ — $ — $ 42,104 Inter-segment revenue less certain direct costs 20 (20 ) — — — — Total revenue less certain direct costs $ 11,746 $ 21,916 $ 8,442 $ — $ — $ 42,104 EBITDA (loss) (b) $ 440 $ 2,221 $ (450 ) $ (7,660 ) $ — $ (5,449 ) Depreciation and amortization (4 ) (3 ) (9 ) — — (16 ) Interest income, net — — — 298 — 298 Intercompany interest (expense) income, net — (317 ) — 317 — — Income (loss) from continuing operations before income taxes $ 436 $ 1,901 $ (459 ) $ (7,045 ) $ — $ (5,167 ) (Benefit from) provision for income taxes $ (12 ) $ 289 $ 22 $ (200 ) $ — $ 99 As of December 31, 2018 Accounts receivable, net $ 2,548 $ 4,644 $ 2,701 $ — $ — $ 9,893 Total assets $ 4,691 $ 10,118 $ 7,773 $ 29,656 $ — $ 52,238 (a) Revenue less certain direct costs are net of the Direct contracting costs and reimbursed expenses caption on the Consolidated Statements of Operations. Direct contracting costs and reimbursed expenses include the direct staffing costs of salaries, payroll taxes, employee benefits, travel expenses, and insurance costs for the Company’s contractors and reimbursed out-of-pocket expenses and other direct costs. The region where services are provided, the mix of RPO recruitment and contracting, and the functional nature of the staffing services provided can affect operating income and EBITDA. The salaries, commissions, payroll taxes, and employee benefits related to recruitment professionals are included under the caption "Salaries and related" in the Consolidated Statements of Operations. (b) SEC Regulation S-K 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 years ended December 31, 2019 and 2018 and net assets by geographic area as of December 31, 2019 and 2018 from continuing operations were as follows: Information by geographic region Australia United Kingdom United States Other Total For the Year Ended December 31, 2019 Revenue (a) $ 53,274 $ 16,864 $ 12,369 $ 11,304 $ 93,811 For the Year Ended December 31, 2018 Revenue (a) $ 30,181 $ 15,690 $ 12,949 $ 8,112 $ 66,932 As of December 31, 2019 Net assets $ 4,001 $ 2,332 $ 22,867 $ 5,694 $ 34,894 As of December 31, 2018 Net assets $ 3,101 $ 3,086 $ 28,595 $ 4,879 $ 39,661 (a) Revenue by geographic region disclosed above is net of any inter-segment revenue and, therefore, represents only revenue from external customers according to the location of the operating subsidiary. (b) Comprised of property and equipment and goodwill, net of accumulated depreciation and amortization. |
VALUATION RESERVES
VALUATION RESERVES | 12 Months Ended |
Dec. 31, 2019 | |
SEC Schedule, 12-09, Valuation and Qualifying Accounts [Abstract] | |
SCHEDULE II VALUATION AND QUALIFYING ACCOUNTS | VALUATION RESERVES The following table summarizes the activity in our valuation accounts during the fiscal years ended December 31, 2019 and 2018. Balance at Charged to Balance at Beginning Costs and Deductions End (in thousands) of Period Expenses Other of Period Year Ended December 31, 2019 Allowance for Doubtful Accounts (a) $ 41 $ 80 $ 53 $ 174 Deferred tax assets-valuation allowance (a) $ 199,486 $ (12,005 ) $ — $ 187,481 Year Ended December 31, 2018 Allowance for Doubtful Accounts (a) $ 684 $ (10 ) $ (633 ) $ 41 Deferred tax assets-valuation allowance (a) $ 110,159 $ 89,327 $ — $ 199,486 (a) Includes amounts classified as discontinued operations on the consolidated balance sheet and related activity. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2019 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | SUBSEQUENT EVENTS Repurchase of Shares On March 27, 2020, the Company completed transactions with certain shareholders to repurchase 259,331 shares of the Company's common stock, par value $0.001 per share, for an aggregate cost of $2.2 million , representing approximately 9% of the Company's shares outstanding as of February 29, 2020. This leaves the Company with approximately 2.7 million shares outstanding as of March 27, 2020. Novel Coronavirus In December 2019, a novel strain of coronavirus, referred to as COVID-19 was reported to have originated in Wuhan, Hubei Province, China. On January 30, 2020, the World Health Organization (“WHO”) declared that the virus had become a global public-health emergency. On March 11, 2020, the WHO declared the outbreak to be a pandemic, based on the rapid increase in exposure globally. Many countries around the world have imposed quarantines and restrictions on travel and mass gatherings to slow the spread of the virus. Some of our customers have instituted hiring freezes, while other customers operating in the banking, pharmaceutical and technology industries, which may be considered as essential businesses in different jurisdictions, or customers that are more capable of working remotely than other industries, have been allowed to operate as usual. The inability to conduct in-person interviews has also impacted our business. In addition, the COVID-19 pandemic has negatively impacted certain currencies compared to the U.S. dollar in several countries we operate in, including Australia. While the Company expects this matter to negatively impact its operating results, the expected impact cannot be reasonably estimated at this time. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP"). Certain prior period amounts have been reclassified to conform to the current year presentation with no material impact on the consolidated financial statements. Unless otherwise stated, amounts are presented in United States of America ("U.S.") dollars and all amounts are in thousands, except for number of shares and per share amounts. All per share amounts and shares outstanding reflect the Company's 1-for-10 reverse stock split, which was effective June 10, 2019. |
Recently Adopted Accounting Standards | Recently Adopted Accounting Standards 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. In August 2018, the FASB issued ASU 2018-15, Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract, to provide guidance on implementation costs incurred in a cloud computing arrangement (“CCA”) that is a service contract. ASU 2018-15 aligns the accounting for such costs with the guidance on capitalizing costs associated with developing or obtaining internal-use software. Specifically, ASU 2018-15 amends ASC 350 to include in its scope implementation costs of a CCA that is a service contract and clarifies that a customer should apply ASC 350-40 to determine which implementation costs should be capitalized in such a CCA. The amendments in ASU 2018-15 are effective for annual periods beginning after December 15, 2019 and interim periods within those annual periods. The Company elected to early adopt this ASU as of October 1, 2019 on a prospective basis and it had no impact on the Company's consolidated financial statements. On January 1, 2018, the Company adopted ASU No. 2014-09, "Revenue from Contracts with Customers (Topic 606)" ("ASU 2014-09") and a series of related accounting standard updates designated to create improved revenue recognition and disclosure comparability in financial statements using the modified retrospective approach. 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 adoption ASU 2014-09 and we did not have any significant changes in our business processes or systems. 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. omprehensive income (loss) is defined to include all changes in equity except those resulting from investments by owners and distributions to owners. The Company's other comprehensive income (loss) is primarily comprised of foreign currency translation adjustments, which relate to investments that are permanent in nature. Recent Accounting Standard Update Not Yet Adopted In June 2016, FASB issued ASU 2016-13, " Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments" (“ASU 2016-13 ”). This standard requires an impairment model (known as the current expected credit loss ("CECL") model) that is based on expected losses rather than incurred losses. Under the new guidance, each reporting entity should estimate an allowance for expected credit losses, which is intended to result in more timely recognition of losses. This model replaces multiple existing impairment models in current GAAP, which generally requires a loss to be incurred before it is recognized. The new standard applies to trade receivables arising from revenue transactions such as contract assets and accounts receivable. Under ASC 606, revenue is recognized when, among other criteria, it is probable that an entity will collect the consideration it is entitled to when goods or services are transferred to a customer. When trade receivables are recorded, they become subject to the CECL model and estimates of expected credit losses on trade receivables over their contractual life will be required to be recorded at inception based on historical information, current conditions, and reasonable and supportable forecasts. This guidance is effective for smaller reporting companies for annual periods beginning after December 15, 2022, including the interim periods in the year. Early adoption is permitted. The company is currently evaluating this ASU, but does not believe it will have a material impact on its consolidated financial statements and related disclosures. |
Principles of Consolidation | Principles of Consolidation The Consolidated Financial Statements include the accounts of the Company and all of its wholly owned and majority-owned subsidiaries. All significant inter-company accounts and transactions between and among the Company and its subsidiaries have been eliminated in consolidation. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions about future events. These estimates and the underlying assumptions affect the reported amounts of assets and liabilities, the disclosures about contingent assets and liabilities, and the reported amounts of revenue and expenses. Such estimates include the value of allowances for doubtful accounts, and the valuation of deferred tax assets. These estimates and assumptions are based on management's best estimates and judgment. Management evaluates the estimates and assumptions on an ongoing basis using historical experience and other factors, including the current economic environment, which management believes to be reasonable under the circumstances. The Company adjusts such estimates and assumptions when facts and circumstances dictate. As future events and their effects cannot be determined with precision, actual results could differ significantly from those estimates. |
Nature of Business and Credit Risk | Concentration and Credit Risk The Company's revenue is comprised of the operations, assets, and liabilities of the three regional businesses of Americas, Asia Pacific, and Europe. For the years ended December 31, 2019 and 2018, the Company's top 25 clients generated over 90% of revenue. Two clients accounted for 58% of revenue in 2019 and one client accounted for 44% of revenue in 2018. Three clients and one client accounted for greater than 10% of accounts receivable as of December 31, 2019 and 2018, respectively. Financial instruments, which potentially subject the Company to concentrations of credit risk, are primarily cash and accounts receivable. The Company performs continuing credit evaluations of its customers and does not require collateral. The Company has not experienced significant losses related to receivables. |
Revenue Recognition | Revenue Recognition Revenue is measured according to ASC 606, Revenue - Revenue from Contracts with Customers, and is recognized based on consideration specified in a contract with a client. 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 allows either party to cancel within a short termination period, without cause. Revenue includes billable travel and other reimbursable costs and are reported net of value added taxes, sales, or use taxes collected from clients and remitted to taxing authorities. 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 at period end 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. The Company's accounts receivable balances are composed of trade and unbilled receivables. Unbilled accounts receivable represent revenue recorded in advance of processing formal invoices pursuant to the completion of contract provisions and, generally, become billable at contractually specified dates. Unbilled amounts are expected to be invoiced and collected within one year. 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 years ended December 31, 2019 and 2018. 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 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. 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 contain both fixed fee and variable usage-based consideration. Variable usage based consideration is constrained by candidates accepting offers of permanent employment. We recognized revenue on the fixed fee as the performance obligations are satisfied and usage-based 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. We recognize permanent placement revenue when employment candidates accept offers of permanent employment. We have a substantial history of estimating the financial impact of permanent placement candidates who do not remain with our clients through a guarantee period. Fees to clients are generally calculated as a percentage of the new employee’s annual compensation. No fees for permanent placement services are charged to employment candidates. Contracting. We provide 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 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 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. |
Operating Expenses | Operating Expenses Salaries and related expenses include the salaries, commissions, payroll taxes and employee benefits related to recruitment professionals, executive level employees, administrative staff, and other employees of the Company who are not temporary contractors. Office and general expenses include occupancy, equipment leasing and maintenance, utilities, travel expenses, professional fees, and provision for doubtful accounts. The Company expenses the costs of advertising and legal costs as incurred. |
Stock-Based Compensation | Stock-Based Compensation The Company applies the fair value recognition provisions of ASC 718, " Compensation - Stock Compensation. " The Company determines the fair value as of the grant date. For awards with graded vesting conditions, the values of the awards are determined by valuing each tranche separately and expensing each tranche over the required service period. The service period is the period over which the related service is performed, which is generally the same as the vesting period. The Company accounts for forfeitures as they occur. During the years ended December 31, 2019 and 2018 the Company only granted restricted stock units. |
Income Taxes | Income Taxes Earnings from the Company's global operations are subject to tax in various jurisdictions both within and outside the United States. The Company accounts for income taxes in accordance with ASC 740, " Income Taxes" . This standard establishes financial accounting and reporting standards for the effects of income taxes that result from an enterprise's activities. It requires an asset and liability approach for financial accounting and reporting of income taxes. The calculation of net deferred tax assets assumes sufficient future earnings for the realization of such assets as well as the continued application of currently anticipated tax rates. Included in net deferred tax assets is a valuation allowance for deferred tax assets where management believes it is more likely than not that the deferred tax assets will not be realized in the relevant jurisdiction. If we determine that a deferred tax asset will not be realizable, an adjustment to the deferred tax asset will result in a reduction of earnings at that time. See Note 6 to the Consolidated Financial Statements for further information regarding deferred tax assets and our valuation allowance. ASC 740-10-55-3, " Recognition and Measurement of Tax Positions - a Two Step Process," provides implementation guidance related to the accounting for uncertainty in income taxes recognized in an enterprise's financial statements and prescribes a two-step evaluation process for a tax position taken or expected to be taken in a tax return. The first step is recognition and the second is measurement. ASC 740 also provides guidance on derecognition, measurement, classification, disclosures, transition, and accounting for interim periods. The Company provides tax reserves for U.S. Federal, state, local, and international unrecognized tax benefits for all periods subject to audit. The development of reserves for these exposures requires judgments about tax issues, potential outcomes and timing, and is a subjective critical estimate. The Company assesses its tax positions and records tax benefits for all years subject to examination based upon management's evaluation of the facts, circumstances, and information available at the reporting dates. For those tax positions where it is more likely than not that a tax benefit will be sustained, the Company has recorded the largest amount of tax benefit with a greater than 50% likelihood of being realized upon settlement with a tax authority that has full knowledge of all relevant information. For those tax positions where it is not more likely than not that a tax benefit will be sustained, no tax benefit has been recognized in the financial statements. Where applicable, associated interest and penalties have also been recognized as a component of income tax expense. Although the outcome related to these exposures is uncertain, in management's opinion, adequate provisions for income taxes have been made for estimable potential liabilities emanating from these exposures. In certain circumstances, the ultimate outcome for exposures and risks involve significant uncertainties which render them inestimable. If actual outcomes differ materially from these estimates, including those that cannot be quantified, they could have material impact on the Company's results of operations. The Company has provided tax on all unremitted earnings of our foreign subsidiaries taking into consideration all expected future events based on presently existing tax laws and rates. The Company has elected to recognize the tax on Global Intangible Low Taxed Income (“GILTI”) as a period expense in the year the tax is incurred. |
Earnings (Loss) Per Share | Earnings (Loss) Per Share Basic earnings (loss) per share ("EPS") 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" and unvested restricted stock. The dilutive impact of stock options and unvested restricted stock 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. Income (loss) per share calculations for each quarter include the weighted average effect for the quarter; therefore, the sum of quarterly income (loss) per share amounts may not equal year-to-date income (loss) per share amounts, which reflect the weighted average effect on a year-to-date basis. In addition, the calculation of the impact of dilutive potential common shares might be dilutive on a quarterly basis but anti-dilutive on a year-to-date basis or vice versa. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The carrying amounts reported in the Consolidated Balance Sheets for cash and cash equivalents, accounts receivable, accounts payable and short-term borrowings approximate fair value because of the immediate or short-term maturity of these financial instruments. |
Cash and Cash Equivalents | Cash and Cash Equivalents For financial statement presentation purposes, the Company considers all highly liquid investments having an original maturity of three months or less as cash equivalents. |
Accounts Receivable | Accounts Receivable The Company's accounts receivable balances are composed of trade and unbilled receivables. Unbilled accounts receivable represent revenue recorded in advance of processing formal invoices pursuant to the completion of contract provisions and, generally, become billable at contractually specified dates. Unbilled receivables of $3.6 million and $1.8 million as of December 31, 2019 and 2018, respectively are expected to be invoiced and collected within one year. The Company records 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. The Company maintains an allowance for doubtful accounts in order to record accounts receivable at their net realizable value. Judgment is involved as to the collectability of the various receivables. If the Company determines that the allowance for doubtful accounts is not adequate to cover estimated losses, an expense to provide for doubtful accounts is recorded in selling, general and administrative expenses. If an account is determined to be uncollectible, it is written off against the allowance for doubtful accounts. Management's assessment and judgment are vital requirements in assessing the ultimate realization of these receivables, including the current credit-worthiness, financial stability and effect of market conditions on each customer. |
Property and Equipment | Property and Equipment Property and equipment are stated at cost. Depreciation is computed primarily using the straight-line method over the following estimated useful lives: Years Furniture and equipment 3 - 8 Capitalized software costs 3 - 5 Computer equipment 3 - 5 Leasehold improvements are amortized over the shorter of their estimated useful lives or the lease term. The amortization periods of material leasehold improvements are estimated at the inception of the lease term. |
Capitalized Software Costs | Capitalized Software Costs Capitalized software costs consist of costs to purchase and develop software for internal use. The Company capitalizes certain incurred software development costs in accordance with ASC 350-40, "Intangibles Goodwill and Other: Internal-Use Software." |
Long-Lived Assets and Amortizable Intangibles | Impairment of Long-Lived Assets The Company periodically evaluates whether events or changes in circumstances have occurred that indicate long-lived assets may not be recoverable. When such circumstances are present, the Company assesses whether the carrying value will be recovered through the expected undiscounted future cash flows resulting from the use and eventual disposition of the long-lived asset. In the event the sum of the expected undiscounted future cash flows is less than the carrying value of the long-lived asset, an impairment loss equal to the excess of the long-lived asset's carrying value over its fair value is recorded. The fair values of long-lived assets are based on the Company's own judgments about the assumptions that market participants would use in pricing the asset or on observable market data, when available. |
Foreign Currency Translation | Foreign Currency Translation The financial position and results of operations of the Company's international subsidiaries are determined using local currency as the functional currency. Assets and liabilities of these subsidiaries are translated at the exchange rate in effect at each year-end. Statements of Operations accounts are translated at the average rate of exchange prevailing during each period. Translation adjustments arising from the use of differing exchange rates from period to period are included in the accumulated other comprehensive income (loss) account in stockholders' equity, other than translation adjustments on short-term intercompany balances, which are included in other income (expense). Gains and losses resulting from other foreign currency transactions are included in other income (expense). Intercompany receivable balances of a long-term investment nature are considered part of the Company's permanent investment in a foreign jurisdiction and the gains or losses on these balances are reported in other comprehensive income. |
Comprehensive Income (Loss) | Comprehensive Income (Loss) Comprehensive income (loss) is defined to include all changes in equity except those resulting from investments by owners and distributions to owners. The Company's other comprehensive income (loss) is primarily comprised of foreign currency translation adjustments, which relate to investments that are permanent in nature. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Property, plant and equipment | Years Furniture and equipment 3 - 8 Capitalized software costs 3 - 5 Computer equipment 3 - 5 |
DISAGGREGATED REVENUE (Tables)
DISAGGREGATED REVENUE (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Revenues [Abstract] | |
Disaggregation of Revenue | DISAGGREGATED REVENUE The Company’s revenues for the years ended December 31, 2019 and 2018 were as follows: December 31, 2019 2018 RPO Recruitment $ 43,617 $ 45,236 Contracting 50,194 21,696 Total Revenue $ 93,811 $ 66,932 |
DISCONTINUED OPERATIONS (Tables
DISCONTINUED OPERATIONS (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Disaggregation of Revenue From Discontinued Operations | The following is a reconciliation of the gross proceeds to the net proceeds from the Sales Transaction as presented in the statements of cash flows for the year ended December 31, 2018 . Gross proceeds $ 38,960 Add: purchase price adjustments 176 Less: cash and restricted cash sold (9,547 ) Less: transaction costs (1,797 ) Net cash proceeds as presented in the statements of cash flows $ 27,792 |
Disposal Group, Including Discontinued Operations | The carrying amounts of the classes of assets and liabilities from the RTM businesses included in discontinued operations were as follows: December 31, December 31, 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: Year Ended December 31, 2019 2018 Revenue $ — $ 108,463 Operating expenses: Direct contracting costs and reimbursed expenses — 69,800 Salaries and related — 29,032 Office and general — 7,441 Marketing and promotion — 914 Depreciation and amortization — 680 Business reorganization — 50 Total operating expenses — 107,917 Operating income — 546 Non-operating income (expense): Interest expense, net — (88 ) Other non-operating income — 216 Income from discontinued operations before taxes and (loss) gain on sale — 674 (Loss) gain from sale of discontinued operations (113 ) 13,861 (Loss) income from discontinued operations before income taxes (113 ) 14,535 Provision for income taxes — 1,402 (Loss) income from discontinued operations $ (113 ) $ 13,133 Depreciation, capital expenditures, and significant operating and investment non cash items of the discontinued operations by period were as follows: Year Ended December 31, 2018 Depreciation and amortization $ 680 Stock-based compensation expense $ 233 Capital expenditures $ 284 |
Reconciliation Of The Gross Proceeds To The Net Proceeds | The following table presents our disaggregated revenues from discontinued operations by revenue source. Year Ended December 31, 2018 Permanent Recruitment Contracting Talent Management Other Total Revenue $ 20,700 $ 76,615 $ 10,694 $ 454 $ 108,463 |
STOCK-BASED COMPENSATION (Table
STOCK-BASED COMPENSATION (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Quantity and vesting conditions for shares of restricted stock granted | A summary of the quantity and vesting conditions for stock-based units granted to the Company's employees for the year ended December 31, 2019 was as follows: 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 years ended December 31, 2019 and 2018 , the Company’s stock-based compensation expense related to restricted stock units, which are included in the accompanying Consolidated Statements of Operations, were as follows: For The Year Ended December 31, 2019 2018 Restricted stock units $ 961 $ 1,539 Tax benefits recognized in jurisdictions where the Company has taxable income $ 31 $ 15 |
Schedule of unrecognized compensation cost, nonvested awards | As of December 31, 2019 and 2018 , unrecognized compensation expense and weighted average period over which the compensation expense is expected to be recognized relating to the unvested portion of the Company's restricted stock unit awards, based on the Company's historical valuation treatment, were as follows: As of December 31, 2019 2018 Unrecognized Expense Weighted Average Period in Years Unrecognized Expense Weighted Average Period in Years Restricted stock units $ 278 0.9 $ 294 1.7 |
Changes in stock options | Changes in the Company’s stock options for the years ended December 31, 2019 and 2018 were as follows: For The Year Ended December 31, 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 — — (5,000 ) 52.20 Options outstanding at December 31, 5,000 $ 24.90 5,000 $ 24.90 Options exercisable at December 31, 5,000 $ 24.90 5,000 $ 24.90 |
Weighted average remaining contractual term and Instrinsic value of stock options | The weighted average remaining contractual term and the aggregated intrinsic value for stock options outstanding and exercisable as of December 31, 2019 and 2018 were as follows: As of December 31, 2019 2018 Remaining Contractual Term in Years Aggregated Intrinsic Value Remaining Contractual Term in Years Aggregated Intrinsic Value Stock options outstanding 0.8 $ — 1.8 $ — Stock options exercisable 0.8 $ — 1.8 $ — |
Changes in restricted stock units | The total fair value of restricted stock units vested during the years ended December 31, 2019 and 2018 were as follows: For The Year Ended December 31, 2019 2018 Fair value of restricted stock units vested $ 1,016 $ 2,792 |
Restricted stock units | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Disclosure of share based compensation arrangements other than options fair value vested | Changes in the Company’s restricted stock units arising from grants to certain employees and non-employee directors for the years ended December 31, 2019 and 2018 were as follows: For The Year Ended December 31, 2019 2018 Number of Shares of Restricted Stock Units Weighted Average Grant-Date Fair Value Number of Shares of Restricted Stock Units Weighted Average Grant-Date Fair Value Unvested restricted stock units at January 1, 57,773 $ 15.68 108,894 $ 11.63 Granted 88,906 14.92 71,760 17.30 Shares earned above target (a) 723 17.00 24,486 10.00 Vested (68,876 ) 14.87 (146,564 ) 12.54 Forfeited (15,090 ) 15.38 (803 ) 10.00 Unvested restricted stock units at December 31, 63,436 $ 15.12 57,773 $ 15.68 (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 (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Schedule of income before income tax, domestic and foreign | The domestic and foreign components of loss from continuing operations before provision for income taxes is as follows: Year ended December 31, 2019 2018 Domestic $ (3,131 ) $ (6,819 ) Foreign 1,749 1,652 Loss before provision for income taxes $ (1,382 ) $ (5,167 ) |
Schedule of components of income tax expense (benefit) | The components of the provision for (benefit from) income taxes from continuing operations are as follows: Year ended December 31, 2019 2018 Current tax provision (benefit): U.S. Federal $ — $ — State and local (495 ) 20 Foreign 165 627 Total current (benefit from) provision for income taxes (330 ) 647 Deferred tax provision (benefit): U.S. Federal — (235 ) State and local — (67 ) Foreign (210 ) (246 ) Total deferred benefit from income taxes (210 ) (548 ) Total (benefit from) provision for income taxes $ (540 ) $ 99 |
Schedule of effective income tax rate reconciliation | The following is a reconciliation of the effective tax rate from continuing operations for the years ended December 31, 2019 and 2018 to the U.S. federal statutory rate of 21% : Year ended December 31, 2019 2018 Benefit at federal statutory rates $ (290 ) $ (1,085 ) State income taxes, net of federal benefit (147 ) (261 ) Change in valuation allowance (12,005 ) 2,904 Taxes related to foreign income 295 479 Non-deductible expenses 58 573 Other federal deferred tax adjustments 6,907 (597 ) Other state deferred tax adjustments 5,624 (1,898 ) Uncertain tax positions (982 ) (16 ) (Benefit from) provision for income taxes $ (540 ) $ 99 |
Schedule of deferred tax assets and liabilities | Deferred income taxes are provided for the tax effect of temporary differences between the financial reporting basis and the tax basis of assets and liabilities. Net deferred tax assets have been reported as non-current in the accompanying Consolidated Balance Sheets. Significant temporary differences at December 31, 2019 and 2018 are as follows: As of December 31, 2019 2018 Deferred tax assets (liabilities): Allowance for doubtful accounts $ 47 $ 25 Property and equipment (64 ) 19 Goodwill and intangibles 200 670 Accrued compensation 1,511 1,232 Accrued liabilities and other 255 559 Loss carryforwards 186,325 197,564 Deferred tax assets before valuation allowance 188,274 200,069 Valuation allowance (187,481 ) (199,486 ) Deferred tax assets, net of valuation allowance $ 793 $ 583 |
Summary of income tax contingencies | A reconciliation of the beginning and ending amount of unrecognized tax benefits, excluding interest and penalties is as follows: 2019 2018 Balance, beginning of year $ 1,574 $ 1,311 Additions based on tax positions related to the current year — 360 Additions for tax positions of prior years 15 — Reductions for tax positions of prior years (303 ) (95 ) Expiration of applicable statutes of limitations (623 ) (2 ) Balance, end of year $ 663 $ 1,574 |
Open years subject to tax examination | As of December 31, 2019 , the Company's open tax years remain subject to examination by the relevant tax authorities and currently under income tax examination were principally as follows: Year Earliest tax years remain subject to examination by the relevant tax authorities: U.S. Federal 2016 Majority of U.S. state and local jurisdictions 2015 Australia 2017 Belgium 2017 Canada 2015 Netherlands 2014 Switzerland 2015 United Kingdom 2018 Jurisdictions in Asia 2018 |
EARNINGS (LOSS) PER SHARE (Tabl
EARNINGS (LOSS) PER SHARE (Tables) | 12 Months Ended |
Dec. 31, 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 were as follows: For The Year Ended December 31, 2019 2018 Earnings (loss) per share ("EPS") (a) : EPS - basic and diluted: Loss per share from continuing operations $ (0.27 ) $ (1.60 ) (Loss) earnings per share from discontinued operations (0.04 ) 4.00 (Loss) earnings per share $ (0.30 ) $ 2.39 EPS numerator - basic and diluted: Loss from continuing operations $ (842 ) $ (5,266 ) (Loss) income from discontinued operations, net of income taxes (113 ) 13,133 Net (loss) income $ (955 ) $ 7,867 EPS denominator (in thousands): Weighted average common stock outstanding - basic 3,131 3,285 Common stock equivalents: stock options and restricted stock units — — Weighted average number of common stock outstanding - diluted 3,131 3,285 |
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 years ended December 31, 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: For The Year Ended December 31, 2019 2018 Unvested restricted stock units 63,436 57,773 Stock options 5,000 5,000 Total 68,436 62,773 |
RESTRICTED CASH (Tables)
RESTRICTED CASH (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Restricted Cash and Investments [Abstract] | |
Schedule of restricted cash and cash equivalents | A summary of the Company’s restricted cash included in the accompanying Consolidated Balance Sheets as of December 31, 2019 and 2018 was as follows: As of December 31, 2019 2018 Cash and cash equivalents of continuing operations $ 31,190 $ 40,562 Restricted cash included in prepaid and other 148 146 Restricted cash, non-current 380 352 Total cash, cash equivalents, and restricted cash $ 31,718 $ 41,060 |
ACCRUED EXPENSES AND OTHER CU_2
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Payables and Accruals [Abstract] | |
Schedule of Accounts Payable and Accrued Liabilities | As of December 31, 2019 and 2018 , the Company's accrued expenses and other current liabilities consisted of the following: December 31, 2019 2018 Salaries, commissions and benefits $ 4,285 $ 4,139 Severance 174 1,374 Sales, use, payroll, and income taxes 2,291 1,456 Fees for professional services 673 697 Deferred revenue 57 56 Other accruals 698 1,262 Total accrued expenses and other current liabilities $ 8,178 $ 8,984 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of future minimum rental payments for operating leases | Future minimum operating lease payments are as follows: 2020 2021 2022 Total Minimum lease payments $ 246 $ 148 $ 12 $ 406 |
ACCUMULATED OTHER COMPREHENSI_2
ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |
Schedule of Accumulated Other Comprehensive Income (Loss) [Table Text Block] | Accumulated other comprehensive loss, net of tax, consisted of the following: December 31, 2019 2018 Foreign currency translation adjustments $ (479 ) $ (606 ) Accumulated other comprehensive loss $ (479 ) $ (606 ) |
SEGMENT AND GEOGRAPHIC DATA (Ta
SEGMENT AND GEOGRAPHIC DATA (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Segment Reporting [Abstract] | |
Schedule of segment reporting information | The Company operates in three reportable segments: the Hudson 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, and have been allocated to the reportable segments to the extent which the costs are attributable to the reportable segments. Segment information is presented in accordance with ASC 280, " Segments 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 are 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 4. Americas Asia Pacific Europe Corporate Inter-segment elimination Total For the Year Ended December 31, 2019 Revenue, from external customers $ 13,565 $ 61,438 $ 18,808 $ — $ — $ 93,811 Inter-segment revenue 74 — 2 — (76 ) — Total revenue $ 13,639 $ 61,438 $ 18,810 $ — $ (76 ) $ 93,811 Revenue less certain direct costs, from external customers (a) $ 12,291 $ 21,177 $ 10,098 $ — $ — $ 43,566 Inter-segment revenue less certain direct costs 72 (69 ) 3 — (6 ) — Total revenue less certain direct costs $ 12,363 $ 21,108 $ 10,101 $ — $ (6 ) $ 43,566 EBITDA (loss) (b) $ 60 $ 2,194 $ 84 $ (4,252 ) $ — $ (1,914 ) Depreciation and amortization (18 ) (39 ) (23 ) (5 ) — (85 ) Interest (expense) income, net — (4 ) — 621 — 617 Intercompany interest (expense) income, net — (390 ) — 390 — — Income (loss) from continuing operations before income taxes $ 42 $ 1,761 $ 61 $ (3,246 ) $ — $ (1,382 ) (Benefit from) provision for income taxes $ (277 ) $ 378 $ 24 $ (665 ) $ — $ (540 ) As of December 31, 2019 Accounts receivable, net $ 2,101 $ 6,931 $ 3,729 $ 34 $ — $ 12,795 Total assets $ 4,245 $ 12,461 $ 7,336 $ 22,662 $ — $ 46,704 Americas Asia Pacific Europe Corporate Inter-segment elimination Total For the Year Ended December 31, 2018 Revenue, from external customers $ 13,924 $ 36,946 $ 16,062 $ — $ — $ 66,932 Inter-segment revenue 20 — — — (20 ) — Total revenue $ 13,944 $ 36,946 $ 16,062 $ — $ (20 ) $ 66,932 Revenue less certain direct costs, from external customers (a) $ 11,726 $ 21,936 $ 8,442 $ — $ — $ 42,104 Inter-segment revenue less certain direct costs 20 (20 ) — — — — Total revenue less certain direct costs $ 11,746 $ 21,916 $ 8,442 $ — $ — $ 42,104 EBITDA (loss) (b) $ 440 $ 2,221 $ (450 ) $ (7,660 ) $ — $ (5,449 ) Depreciation and amortization (4 ) (3 ) (9 ) — — (16 ) Interest income, net — — — 298 — 298 Intercompany interest (expense) income, net — (317 ) — 317 — — Income (loss) from continuing operations before income taxes $ 436 $ 1,901 $ (459 ) $ (7,045 ) $ — $ (5,167 ) (Benefit from) provision for income taxes $ (12 ) $ 289 $ 22 $ (200 ) $ — $ 99 As of December 31, 2018 Accounts receivable, net $ 2,548 $ 4,644 $ 2,701 $ — $ — $ 9,893 Total assets $ 4,691 $ 10,118 $ 7,773 $ 29,656 $ — $ 52,238 (a) Revenue less certain direct costs are net of the Direct contracting costs and reimbursed expenses caption on the Consolidated Statements of Operations. Direct contracting costs and reimbursed expenses include the direct staffing costs of salaries, payroll taxes, employee benefits, travel expenses, and insurance costs for the Company’s contractors and reimbursed out-of-pocket expenses and other direct costs. The region where services are provided, the mix of RPO recruitment and contracting, and the functional nature of the staffing services provided can affect operating income and EBITDA. The salaries, commissions, payroll taxes, and employee benefits related to recruitment professionals are included under the caption "Salaries and related" in the Consolidated Statements of Operations. (b) SEC Regulation S-K 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 by geographic area | A summary of revenues for the years ended December 31, 2019 and 2018 and net assets by geographic area as of December 31, 2019 and 2018 from continuing operations were as follows: Information by geographic region Australia United Kingdom United States Other Total For the Year Ended December 31, 2019 Revenue (a) $ 53,274 $ 16,864 $ 12,369 $ 11,304 $ 93,811 For the Year Ended December 31, 2018 Revenue (a) $ 30,181 $ 15,690 $ 12,949 $ 8,112 $ 66,932 As of December 31, 2019 Net assets $ 4,001 $ 2,332 $ 22,867 $ 5,694 $ 34,894 As of December 31, 2018 Net assets $ 3,101 $ 3,086 $ 28,595 $ 4,879 $ 39,661 (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. |
VALUATION RESERVES (Tables)
VALUATION RESERVES (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
SEC Schedule, 12-09, Valuation and Qualifying Accounts [Abstract] | |
Summary of Valuation Allowance | The following table summarizes the activity in our valuation accounts during the fiscal years ended December 31, 2019 and 2018. Balance at Charged to Balance at Beginning Costs and Deductions End (in thousands) of Period Expenses Other of Period Year Ended December 31, 2019 Allowance for Doubtful Accounts (a) $ 41 $ 80 $ 53 $ 174 Deferred tax assets-valuation allowance (a) $ 199,486 $ (12,005 ) $ — $ 187,481 Year Ended December 31, 2018 Allowance for Doubtful Accounts (a) $ 684 $ (10 ) $ (633 ) $ 41 Deferred tax assets-valuation allowance (a) $ 110,159 $ 89,327 $ — $ 199,486 (a) Includes amounts classified as discontinued operations on the consolidated balance sheet and related activity. |
DESCRIPTION OF BUSINESS (Detail
DESCRIPTION OF BUSINESS (Details) | 12 Months Ended | |
Dec. 31, 2019Countrysegments | Dec. 31, 2019CountrySegment | |
Schedule of Segment Reporting Information By Segment, Gross Margin [Line Items] | ||
Number of countries in which entity operates | 10 | 10 |
Number of reportable segments | 3 | 3 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) $ in Thousands | 12 Months Ended | |||||||
Dec. 31, 2019USD ($) | Dec. 31, 2019USD ($) | Dec. 31, 2019USD ($)client | Dec. 31, 2019USD ($)segments | Dec. 31, 2019USD ($) | Dec. 31, 2019USD ($)Segment | Dec. 31, 2018USD ($)client | Dec. 31, 2017USD ($) | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||
Number of reportable segments | 3 | 3 | ||||||
Unbilled receivables, current | $ | $ 3,600 | $ 3,600 | $ 3,600 | $ 3,600 | $ 3,600 | $ 3,600 | $ 1,800 | |
Increase (decrease) in prepaid and other assets | $ | (652) | 190 | ||||||
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents | $ | $ 31,718 | $ 31,718 | $ 31,718 | $ 31,718 | $ 31,718 | $ 31,718 | $ 41,060 | $ 22,006 |
Furniture and equipment | Minimum | ||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||
Property, Plant and Equipment, Useful Life | 3 years | |||||||
Furniture and equipment | Maximum | ||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||
Property, Plant and Equipment, Useful Life | 8 years | |||||||
Capitalized software costs | Minimum | ||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||
Property, Plant and Equipment, Useful Life | 3 years | |||||||
Capitalized software costs | Maximum | ||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||
Property, Plant and Equipment, Useful Life | 5 years | |||||||
Computer equipment | Minimum | ||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||
Property, Plant and Equipment, Useful Life | 2 years | |||||||
Computer equipment | Maximum | ||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||
Property, Plant and Equipment, Useful Life | 5 years | |||||||
Revenue | ||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||
Concentration risk, number of customers | client | 25 | |||||||
Concentration risk, percentage | 90.00% | |||||||
Customer Concentration, Customer One | Revenue | ||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||
Concentration risk, number of customers | client | 2 | 1 | ||||||
Concentration risk, percentage | 58.00% | 44.00% | ||||||
Customer Concentration, Customer One | Accounts Receivable | ||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||
Concentration risk, number of customers | client | 3 | 1 | ||||||
Concentration risk, percentage | 10.00% | |||||||
Customer Concentration Risk | Accounts Receivable | ||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||
Concentration risk, percentage | 10.00% |
DISAGGREGATED REVENUE (Details)
DISAGGREGATED REVENUE (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Disaggregation of Revenue [Line Items] | ||
Revenues | $ 93,811 | $ 66,932 |
Permanent Recruitment | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 43,617 | 45,236 |
Contracting | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | $ 50,194 | $ 21,696 |
DISCONTINUED OPERATIONS - Addit
DISCONTINUED OPERATIONS - Additional Details (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Gain (loss) on sale and exit of businesses | $ 0 | $ 13,861 |
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Reclassification Adjustment from AOCI, Realized upon Sale or Liquidation, Net of Tax | 0 | $ 10,819 |
Discontinued Operations | RTM | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Proceeds from divestiture of business | 38,960 | |
Disposal group, including discontinued operation, debt assumed by buyer | 17,626 | |
Gain (loss) on sale and exit of businesses | 13,861 | |
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Reclassification Adjustment from AOCI, Realized upon Sale or Liquidation, Net of Tax | $ 10,819 |
DISCONTINUED OPERATIONS - Recon
DISCONTINUED OPERATIONS - Reconciliation (Details) - RTM - Discontinued Operations $ in Thousands | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |
Gross proceeds | $ 38,960 |
Add: purchase price adjustments | 176 |
Less: cash and restricted cash sold | (9,547) |
Less: transaction costs | (1,797) |
Net cash proceeds as presented in the statements of cash flows | $ 27,792 |
DISCONTINUED OPERATIONS - Balan
DISCONTINUED OPERATIONS - Balance Sheet Disclosures (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Total current assets | $ 0 | $ 941 |
Total current liabilities | 0 | 115 |
RTM | Discontinued Operations | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Prepaid and other current assets | 0 | 941 |
Total current assets | 0 | 941 |
Total assets | 0 | 941 |
Accrued expenses and other current liabilities | 0 | 115 |
Total current liabilities | 0 | 115 |
Total liabilities | $ 0 | $ 115 |
DISCONTINUED OPERATIONS - Incom
DISCONTINUED OPERATIONS - Income Statement Disclosures (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
(Loss) income from discontinued operations | $ (113) | $ 13,133 |
Discontinued Operations | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Revenue | 0 | 108,463 |
Direct contracting costs and reimbursed expenses | 0 | 69,800 |
Salaries and related | 0 | 29,032 |
Office and general | 0 | 7,441 |
Marketing and promotion | 0 | 914 |
Depreciation and amortization | 0 | 680 |
Business reorganization | 0 | 50 |
Total operating expenses | 0 | 107,917 |
Operating income | 0 | 546 |
Interest expense, net | 0 | 88 |
Other non-operating income | 0 | 216 |
Income from discontinued operations before taxes and (loss) gain on sale | 0 | 674 |
(Loss) gain from sale of discontinued operations | (113) | 13,861 |
(Loss) income from discontinued operations before income taxes | (113) | 14,535 |
Provision for income taxes | 0 | 1,402 |
(Loss) income from discontinued operations | $ (113) | $ 13,133 |
DISCONTINUED OPERATIONS - Expen
DISCONTINUED OPERATIONS - Expenses (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 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 | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Revenue | $ 93,811 | $ 66,932 |
Permanent Recruitment | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Revenue | 43,617 | 45,236 |
Contracting | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Revenue | $ 50,194 | 21,696 |
Discontinued Operations | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Revenue | 108,463 | |
Discontinued Operations | Permanent Recruitment | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Revenue | 20,700 | |
Discontinued Operations | Contracting | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Revenue | 76,615 | |
Discontinued Operations | Talent Management | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Revenue | 10,694 | |
Discontinued Operations | Other | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Revenue | $ 454 |
STOCK-BASED COMPENSATION - FOR
STOCK-BASED COMPENSATION - FOR THE YEAR (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | May 24, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Common stock reserved for issuance to participants | 33,340 | 240,000 | |
Employee Service Share-based Compensation, Tax Benefit from Compensation Expense | $ 31 | $ 15 | |
Restricted stock units | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of Shares Issued under a Share-based Compensation Arrangement, Which Have Vesting Conditions associated with Performance and Service Conditions | 19,500 | ||
Granted, number of share of restricted stock (units) | 88,906 | 71,760 | |
Stock-based compensation | $ 961 | $ 1,539 | |
Employee Service Share-based Compensation, Nonvested Awards, Total Compensation Cost Not yet Recognized | $ 278 | $ 294 | |
Weighted average service period | 11 months 5 days | 1 year 8 months 9 days | |
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% | ||
Non employee director restricted stock unit | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Granted, number of share of restricted stock (units) | 38,072 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Outstanding, Number | 141,412 | ||
First Anniversary | |||
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% | ||
First Anniversary | 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 | 66.60% | ||
Second Anniversary | |||
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% | ||
Second Anniversary | Restricted stock units | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of Shares Issued under a Share-based Compensation Arrangement, Which Have Vesting Conditions associated with Performance and Service Conditions | 31,334 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage | 16.70% | ||
Third Anniversary | |||
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% | ||
Third Anniversary | 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% | ||
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, Non-Segment [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 | 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% | ||
Minimum | Stock options | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period | 5 years | ||
Maximum | Stock options | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period | 10 years |
STOCK-BASED COMPENSATION Stock
STOCK-BASED COMPENSATION Stock options activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award [Roll Forward] | ||
Stock options outstanding - remaining contractual term | 10 months 6 days | 1 year 10 months 6 days |
Stock options exercisable - remaining contractual term | 10 months 6 days | 1 year 10 months 6 days |
Stock options outstanding | $ 0 | $ 0 |
Stock options exercisable | $ 0 | $ 0 |
Stock options | ||
Share-based Compensation Arrangement by Share-based Payment Award, Outstanding, Weighted Average Exercise Price [Roll Forward] | ||
Options outstanding at January 1, weighted average exercise price per share | $ 24.90 | $ 38.55 |
Expired, weighted average exercise price per share | 0 | 52.20 |
Options outstanding at December 31, weighted average exercise price per share | 24.90 | 24.90 |
Options exercisable at December 31, weighted average exercise price per share | $ 24.90 | $ 24.90 |
Share-based Compensation Arrangement by Share-based Payment Award [Roll Forward] | ||
Options outstanding at January 1, number of options outstanding | 5,000 | 10,000 |
Expired, number of options outstanding | 0 | (5,000) |
Options outstanding at December 31, number of options outstanding | 5,000 | 5,000 |
Options exercisable at December 31, number of options outstanding | 5,000 | 5,000 |
STOCK-BASED COMPENSATION Restri
STOCK-BASED COMPENSATION Restricted stock units (Details) - Restricted stock units - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
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) at January 1, weighted average grant date fair value | $ 15.68 | $ 11.63 |
Granted, weighted average grant date fair value | 14.92 | 17.30 |
Vested, weighted average grant date fair value | 14.87 | 12.54 |
Forfeitures, Weighted Average Grant Date Fair Value | 15.38 | 10 |
Non-vested restricted stock (units) at December 31, weighted average grant date fair value | $ 15.12 | $ 15.68 |
Share-based Compensation Arrangement By Share-based Payment Award, Equity Instruments Other Than Options, Shares Earned Above Target | 723 | 24,486 |
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 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | ||
Unvested restricted stock (units) at January 1, number of shares of restricted stock (unit) | 57,773 | 108,894 |
Granted, number of share of restricted stock (units) | 88,906 | 71,760 |
Vested, number of share of restricted stock (units) | (68,876) | (146,564) |
Forfeited, number of share of restricted stock (units) | (15,090) | (803) |
Unvested restricted stock (units) at December 31, number of shares of restricted stock (unit) | 63,436 | 57,773 |
Employee Service Share-based Compensation, Nonvested Awards, Total Compensation Cost Not yet Recognized | $ 1,016 | $ 2,792 |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) $ in Thousands | 12 Months Ended | |||||
Dec. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Operating Loss Carryforwards [Line Items] | ||||||
Effective income tax rate reconciliation, percent | 39.10% | (1.90%) | ||||
Effective income tax rate reconciliation, at federal statutory income tax rate | 21.00% | 21.00% | 35.00% | |||
Deferred tax liability, withholding tax on unremitted foreign earnings | $ 48 | $ 48 | $ 48 | $ 48 | $ 47 | |
NOL not absorbed by former parent | 13,144 | 13,144 | 13,144 | 13,144 | ||
Operating loss subject to expiration in the next twelve months | 0 | |||||
Operating loss carryforwards, section 382 | 224,124 | 224,124 | 224,124 | 224,124 | ||
Operating loss carryforwards, section 382, expected to expire prior to utilization | 27,848 | 27,848 | 27,848 | 27,848 | ||
Operating loss carryforwards, section 382, expected to expire prior to utilization, tax benefits | 7,519 | 7,519 | 7,519 | 7,519 | ||
Loss carryforwards | $ 186,325 | 186,325 | 186,325 | 186,325 | 197,564 | |
Operating loss carryforwards, expiration dates | Dec. 31, 2039 | |||||
Operating loss carryforwards, valuation allowance | $ 186,305 | 186,305 | 186,305 | 186,305 | ||
Deferred tax assets, valuation allowance | 1,176 | 1,176 | 1,176 | 1,176 | ||
Valuation allowance | 187,481 | 187,481 | 187,481 | 187,481 | 199,486 | |
Unrecognized tax benefits | 663 | 663 | 663 | 663 | 1,574 | $ 1,311 |
Accrued interest and penalties | 551 | 551 | 551 | 551 | $ 588 | |
Domestic Tax Authority | ||||||
Operating Loss Carryforwards [Line Items] | ||||||
NOL Carryforward | 693,579 | 693,579 | 693,579 | 693,579 | ||
NOL Carryforward, net | 314,916 | |||||
Capital loss carryforwards, sale transaction | 378,663 | 378,663 | 378,663 | 378,663 | ||
Operating loss carryforwards, valuation allowance | 183,615 | 183,615 | 183,615 | 183,615 | ||
Foreign Tax Authority | ||||||
Operating Loss Carryforwards [Line Items] | ||||||
NOL Carryforward | 12,213 | 12,213 | 12,213 | 12,213 | ||
Operating loss subject to expiration in the next twelve months | 0 | 0 | 0 | 0 | ||
Operating loss that can carryforward indefinitely from foreign subsidiaries | 6,096 | 6,096 | 6,096 | 6,096 | ||
Operating loss carryforwards, valuation allowance | 2,690 | 2,690 | 2,690 | 2,690 | ||
Maximum | ||||||
Operating Loss Carryforwards [Line Items] | ||||||
Decrease in Unrecognized Tax Benefits is Reasonably Possible | $ 200 | $ 200 | $ 200 | $ 200 |
INCOME TAXES Foreign and Domest
INCOME TAXES Foreign and Domestic Income Before Tax (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | ||
Domestic | $ (3,131) | $ (6,819) |
Foreign | 1,749 | 1,652 |
Loss from continuing operations before provision for income taxes | $ (1,382) | $ (5,167) |
INCOME TAXES Components Of Inco
INCOME TAXES Components Of Income Tax Expense Benefit (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Current tax provision (benefit): | ||
U.S. Federal | $ 0 | $ 0 |
State and local | (495) | 20 |
Foreign | 165 | 627 |
Total current (benefit from) provision for income taxes | (330) | 647 |
Deferred tax provision (benefit): | ||
U.S. Federal | 0 | (235) |
State and local | 0 | (67) |
Foreign | (210) | (246) |
Total deferred benefit from income taxes | (210) | (548) |
(Benefit from) provision for income taxes | $ (540) | $ 99 |
INCOME TAXES Federal Statutory
INCOME TAXES Federal Statutory Income Tax Rate Reconciliation (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | ||
Benefit at federal statutory rates | $ (290) | $ (1,085) |
State income taxes, net of federal benefit | (147) | (261) |
Change in valuation allowance | (12,005) | 2,904 |
Taxes related to foreign income | 295 | 479 |
Other federal deferred tax adjustments | 58 | 573 |
Other federal deferred tax adjustments | 6,907 | (597) |
Other state deferred tax adjustments | 5,624 | (1,898) |
Uncertain tax positions | (982) | (16) |
(Benefit from) provision for income taxes | $ (540) | $ 99 |
INCOME TAXES Deferred Tax (Deta
INCOME TAXES Deferred Tax (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Deferred tax assets (liabilities): | ||
Allowance for doubtful accounts | $ 47 | $ 25 |
Property and equipment | (64) | 19 |
Goodwill and intangibles | 200 | 670 |
Accrued compensation | 1,511 | 1,232 |
Accrued liabilities and other | 255 | 559 |
Loss carryforwards | 186,325 | 197,564 |
Deferred tax assets before valuation allowance | 188,274 | 200,069 |
Valuation allowance | (187,481) | (199,486) |
Deferred tax assets, net of valuation allowance | $ 793 | $ 583 |
INCOME TAXES Summary of Income
INCOME TAXES Summary of Income Tax Contingency (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | ||
Balance at January 1, 2019 | $ 1,574 | $ 1,311 |
Additions based on tax positions related to the current year | 0 | 360 |
Unrecognized Tax Benefits, Increase Resulting from Prior Period Tax Positions | 15 | 0 |
Reductions for tax positions of prior years | (303) | (95) |
Expiration of applicable statutes of limitations | (623) | (2) |
Balance at December 31, 2018 | $ 663 | $ 1,574 |
INCOME TAXES Open Years (Detail
INCOME TAXES Open Years (Details) | 3 Months Ended |
Dec. 31, 2019 | |
U.S. Federal | |
Tax Years Subject to Examination [Line Items] | |
Open Tax Year | 2016 |
Majority of U.S. state and local jurisdictions | |
Tax Years Subject to Examination [Line Items] | |
Open Tax Year | 2015 |
Australia | |
Tax Years Subject to Examination [Line Items] | |
Open Tax Year | 2017 |
Belgium | |
Tax Years Subject to Examination [Line Items] | |
Open Tax Year | 2017 |
Canada | |
Tax Years Subject to Examination [Line Items] | |
Open Tax Year | 2015 |
Netherlands | |
Tax Years Subject to Examination [Line Items] | |
Open Tax Year | 2014 |
Switzerland | |
Tax Years Subject to Examination [Line Items] | |
Open Tax Year | 2015 |
United Kingdom | |
Tax Years Subject to Examination [Line Items] | |
Open Tax Year | 2018 |
Jurisdictions in Asia | |
Tax Years Subject to Examination [Line Items] | |
Open Tax Year | 2018 |
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 | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | ||
EPS - basic and diluted: | |||
Loss per share from continuing operations | [1] | $ (0.27) | $ (1.60) |
(Loss) earnings per share from discontinued operations | [1] | (0.04) | 4 |
(Loss) earnings per share | [1] | $ (0.30) | $ 2.39 |
EPS numerator - basic and diluted: | |||
Income (Loss) from Continuing Operations | $ (842) | $ (5,266) | |
(Loss) income from discontinued operations, net of income taxes | (113) | 13,133 | |
Net (loss) income | $ (955) | $ 7,867 | |
EPS denominator (in thousands): | |||
Weighted-average common stock outstanding - basic (in shares) | [1] | 3,131 | 3,285 |
Weighted-average number of common stock outstanding - diluted (in shares) | [1] | 3,131 | 3,285 |
[1] | 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. |
EARNINGS (LOSS) PER SHARE (Anti
EARNINGS (LOSS) PER SHARE (Antidilutive securities excluded from the computation of earnings (loss) per share) (Details) - shares | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Common stock equivalents and outstanding stock options excluded from the calculation of diluted earnings (loss) per share (in thousands) | 68,436 | 62,773 |
Unvested restricted stock units | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Common stock equivalents and outstanding stock options excluded from the calculation of diluted earnings (loss) per share (in thousands) | 63,436 | 57,773 |
Stock options | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Common stock equivalents and outstanding stock options excluded from the calculation of diluted earnings (loss) per share (in thousands) | 5,000 | 5,000 |
RESTRICTED CASH (Details)
RESTRICTED CASH (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Restricted Cash and Cash Equivalents Items [Line Items] | |||
Cash and cash equivalents | $ 31,190 | $ 40,562 | |
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents | 31,718 | 41,060 | $ 22,006 |
Continuing Operations | |||
Restricted Cash and Cash Equivalents Items [Line Items] | |||
Cash and cash equivalents | 31,190 | 40,562 | |
Continuing Operations | Prepaid Expenses and Other Current Assets [Member] | |||
Restricted Cash and Cash Equivalents Items [Line Items] | |||
Restricted cash | 148 | 146 | |
Continuing Operations | Other Noncurrent Assets [Member] | |||
Restricted Cash and Cash Equivalents Items [Line Items] | |||
Restricted cash | $ 380 | $ 352 |
ACCRUED EXPENSES AND OTHER CU_3
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Payables and Accruals [Abstract] | ||
Salaries, commissions and benefits | $ 4,285 | $ 4,139 |
Severance | 174 | 1,374 |
Sales, use, payroll, and income taxes | 2,291 | 1,456 |
Fees for professional services | 673 | 697 |
Deferred revenue | 57 | 56 |
Other accruals | 698 | 1,262 |
Total accrued expenses and other current liabilities | $ 8,178 | $ 8,984 |
COMMITMENTS AND CONTINGENCIES_2
COMMITMENTS AND CONTINGENCIES (Details) | Apr. 08, 2019AUD ($) | Jun. 30, 2019USD ($) | Dec. 31, 2019USD ($) | Dec. 31, 2019AUD ($) | Dec. 31, 2019USD ($) | Jan. 01, 2019USD ($) | Dec. 31, 2018USD ($) |
Commitments And Contingencies [Line Items] | |||||||
Operating Lease, Weighted Average Remaining Lease Term | 1 year 10 months 24 days | 1 year 10 months 24 days | |||||
Lease Expiration Date | Dec. 31, 2019 | ||||||
Loss Contingency Accrual | $ 0 | ||||||
Severance Costs | $ 601,000 | ||||||
Operating lease, right-of-use asset | 401,000 | $ 0 | |||||
Lessee, Operating Lease, Liability, Payments, Due Year Two | 246,000 | ||||||
Lessee, Operating Lease, Liability, Payments, Due Year Three | 148,000 | ||||||
Lessee, Operating Lease, Liability, Payments, Due Year Four | 12,000 | ||||||
Lessee, Operating Lease, Liability, Payments, Due | $ 406,000 | ||||||
Operating Lease, Cost | $ 527,000 | ||||||
Management [Member] | |||||||
Commitments And Contingencies [Line Items] | |||||||
Length Of Agreements With Consultants, Key Management, And Others | one year | ||||||
Chief Executive Officer [Member] | |||||||
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 | $ 485,000 | ||||||
Minimum | |||||||
Commitments And Contingencies [Line Items] | |||||||
Lessee, Operating Lease, Remaining Lease Term | 1 year | ||||||
Maximum | |||||||
Commitments And Contingencies [Line Items] | |||||||
Lessee, Operating Lease, Remaining Lease Term | 3 years | ||||||
Accounting Standards Update 2016-02 [Member] | |||||||
Commitments And Contingencies [Line Items] | |||||||
Operating lease, right-of-use asset | $ 700,000 | ||||||
Line of Credit [Member] | NAB Facility Agreement [Member] | |||||||
Commitments And Contingencies [Line Items] | |||||||
Interest Expense | $ 20 | ||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 4,000,000 | ||||||
Debt Instrument, Termination of Debt Notice | 90 days | ||||||
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 | ||||||
Debt Instrument, Restrictions and Covenants, Tangible Assets, Minimum | 25.00% | 25.00% | |||||
Variable Receivable Finance Indicator [Member] | Line of Credit [Member] | NAB Facility Agreement [Member] | |||||||
Commitments And Contingencies [Line Items] | |||||||
Debt instrument, interest rate increase | 1.60% |
STOCKHOLDERS' EQUITY (Details)
STOCKHOLDERS' EQUITY (Details) - USD ($) | 1 Months Ended | 12 Months Ended | 41 Months Ended | 53 Months Ended | ||||
Mar. 22, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2018 | Dec. 31, 2019 | Jun. 10, 2019 | Feb. 22, 2019 | Jul. 30, 2015 | |
Stock repurchase program, authorized amount | $ 10,000,000 | |||||||
Stock repurchased during period, shares | 246,863 | 378,421 | 432,563 | |||||
Payments for repurchase of common stock | $ 4,000 | $ 4,545,000 | $ 208,000 | $ 7,579,000 | $ 8,297,000 | |||
Payments for repurchase of common Stock, fees and expenses | $ 0 | |||||||
Common stock, shares authorized | 20,000,000 | 10,000,000 | 10,000,000 | 20,000,000 | 20,000,000 | |||
Open Market Repurchases [Member] | ||||||||
Stock repurchased during period, shares | 54,138 | 14,481 | ||||||
Payments for repurchase of common stock | $ 718,000 | $ 208,000 | ||||||
Common stock | ||||||||
Approved tender offer, amount | $ 315,000 | |||||||
Approved tender offer, par value | $ 0.001 | |||||||
Approved tender offer, per share | $ 15 |
ACCUMULATED OTHER COMPREHENSI_3
ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Accumulated Other Comprehensive Income (Loss), Foreign Currency Translation Adjustment, Net of Tax | $ (479) | $ (606) |
Accumulated Other Comprehensive Income (Loss), Net of Tax | $ (479) | $ (606) |
SHELF REGISTRATION AND STOCKH_2
SHELF REGISTRATION AND STOCKHOLDER RIGHTS PLAN (Details) - $ / shares | Oct. 15, 2018 | Dec. 31, 2019 | Sep. 30, 2019 | Dec. 31, 2018 |
Class of Stock [Line Items] | ||||
Rights | 1 | |||
Purchase price | $ 0.001 | $ 0.001 | $ 0.001 | |
Number of days after public announcement of acquiring person | 10 days | |||
Number of days after tender or exchange offer is completed by acquiring person | 10 days | |||
Number of securities called by each warrant or right | 0.01 | |||
Redemption price per share | $ 0.001 | |||
Series B Preferred Stock | ||||
Class of Stock [Line Items] | ||||
Purchase price | $ 3.50 | |||
Number of securities called by each warrant or right | 0.01 | |||
Acquisition Shelf Registration Statement | Common stock | ||||
Class of Stock [Line Items] | ||||
Shelf registration, maximum shares authorized | 135,000 | |||
Shelf registration, shares available for issuance | 135,000 | |||
Minimum | ||||
Class of Stock [Line Items] | ||||
Ownership percentage, common stock, without approval of board | 4.99% |
SEGMENT AND GEOGRAPHIC DATA Seg
SEGMENT AND GEOGRAPHIC DATA Segment Information (Details) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2019USD ($) | Dec. 31, 2019USD ($)segments | Dec. 31, 2019USD ($)Segment | Dec. 31, 2018USD ($) | |
Segment Reporting Information [Line Items] | ||||
Number of reportable segments | 3 | 3 | ||
Revenue, from external customers | $ 93,811 | $ 66,932 | ||
Inter-segment revenue | 0 | 0 | ||
Total revenue | 93,811 | 66,932 | ||
Revenue less certain direct costs, from external customers (a) | 43,566 | 42,104 | ||
Inter-segment revenue less certain direct costs | 0 | 0 | ||
Total revenue less certain direct costs | 43,566 | 42,104 | ||
EBITDA (loss) (b) | (1,914) | (5,449) | ||
Depreciation and amortization | (85) | (16) | ||
Interest income, net | 617 | 298 | ||
Intercompany interest (expense) income, net | 0 | 0 | ||
Loss from continuing operations before provision for income taxes | (1,382) | (5,167) | ||
(Benefit from) provision for income taxes from continuing operations | (540) | 99 | ||
Accounts receivable, net | 12,795 | $ 12,795 | $ 12,795 | 9,893 |
Total assets | 46,704 | 46,704 | 46,704 | 53,179 |
Americas | ||||
Segment Reporting Information [Line Items] | ||||
Revenue, from external customers | 13,565 | 13,924 | ||
Inter-segment revenue | 74 | 20 | ||
Total revenue | 13,639 | 13,944 | ||
Revenue less certain direct costs, from external customers (a) | 12,291 | 11,726 | ||
Inter-segment revenue less certain direct costs | 72 | 20 | ||
Total revenue less certain direct costs | 12,363 | 11,746 | ||
EBITDA (loss) (b) | 60 | 440 | ||
Depreciation and amortization | (18) | (4) | ||
Interest income, net | 0 | 0 | ||
Intercompany interest (expense) income, net | 0 | 0 | ||
Loss from continuing operations before provision for income taxes | 42 | 436 | ||
(Benefit from) provision for income taxes from continuing operations | (277) | (12) | ||
Accounts receivable, net | 2,101 | 2,101 | 2,101 | 2,548 |
Asia Pacific | ||||
Segment Reporting Information [Line Items] | ||||
Revenue, from external customers | 61,438 | 36,946 | ||
Inter-segment revenue | 0 | 0 | ||
Total revenue | 61,438 | 36,946 | ||
Revenue less certain direct costs, from external customers (a) | 21,177 | 21,936 | ||
Inter-segment revenue less certain direct costs | (69) | (20) | ||
Total revenue less certain direct costs | 21,108 | 21,916 | ||
EBITDA (loss) (b) | 2,194 | 2,221 | ||
Depreciation and amortization | (39) | (3) | ||
Interest income, net | (4) | 0 | ||
Intercompany interest (expense) income, net | (390) | (317) | ||
Loss from continuing operations before provision for income taxes | 1,761 | 1,901 | ||
(Benefit from) provision for income taxes from continuing operations | 378 | 289 | ||
Accounts receivable, net | 6,931 | 6,931 | 6,931 | 4,644 |
Europe | ||||
Segment Reporting Information [Line Items] | ||||
Revenue, from external customers | 18,808 | 16,062 | ||
Inter-segment revenue | 2 | 0 | ||
Total revenue | 18,810 | 16,062 | ||
Revenue less certain direct costs, from external customers (a) | 10,098 | 8,442 | ||
Inter-segment revenue less certain direct costs | 3 | 0 | ||
Total revenue less certain direct costs | 10,101 | 8,442 | ||
EBITDA (loss) (b) | 84 | (450) | ||
Depreciation and amortization | (23) | (9) | ||
Interest income, net | 0 | 0 | ||
Intercompany interest (expense) income, net | 0 | 0 | ||
Loss from continuing operations before provision for income taxes | 61 | (459) | ||
(Benefit from) provision for income taxes from continuing operations | 24 | 22 | ||
Accounts receivable, net | 3,729 | 3,729 | 3,729 | 2,701 |
Corporate | ||||
Segment Reporting Information [Line Items] | ||||
Revenue, from external customers | 0 | 0 | ||
Inter-segment revenue | 0 | 0 | ||
Total revenue | 0 | 0 | ||
Revenue less certain direct costs, from external customers (a) | 0 | 0 | ||
Inter-segment revenue less certain direct costs | 0 | 0 | ||
Total revenue less certain direct costs | 0 | 0 | ||
EBITDA (loss) (b) | (4,252) | (7,660) | ||
Depreciation and amortization | (5) | 0 | ||
Interest income, net | 621 | 298 | ||
Intercompany interest (expense) income, net | 390 | 317 | ||
Loss from continuing operations before provision for income taxes | (3,246) | (7,045) | ||
(Benefit from) provision for income taxes from continuing operations | (665) | (200) | ||
Accounts receivable, net | 34 | 34 | 34 | 0 |
Inter-segment elimination | ||||
Segment Reporting Information [Line Items] | ||||
Revenue, from external customers | 0 | 0 | ||
Inter-segment revenue | (76) | (20) | ||
Total revenue | (76) | (20) | ||
Revenue less certain direct costs, from external customers (a) | 0 | 0 | ||
Inter-segment revenue less certain direct costs | (6) | 0 | ||
Total revenue less certain direct costs | (6) | 0 | ||
EBITDA (loss) (b) | 0 | 0 | ||
Depreciation and amortization | 0 | 0 | ||
Interest income, net | 0 | 0 | ||
Intercompany interest (expense) income, net | 0 | 0 | ||
Loss from continuing operations before provision for income taxes | 0 | 0 | ||
(Benefit from) provision for income taxes from continuing operations | 0 | 0 | ||
Accounts receivable, net | 0 | 0 | 0 | 0 |
Continuing Operations | ||||
Segment Reporting Information [Line Items] | ||||
Total assets | 46,704 | 46,704 | 46,704 | 52,238 |
Continuing Operations | Americas | ||||
Segment Reporting Information [Line Items] | ||||
Total assets | 4,245 | 4,245 | 4,245 | 4,691 |
Continuing Operations | Asia Pacific | ||||
Segment Reporting Information [Line Items] | ||||
Total assets | 12,461 | 12,461 | 12,461 | 10,118 |
Continuing Operations | Europe | ||||
Segment Reporting Information [Line Items] | ||||
Total assets | 7,336 | 7,336 | 7,336 | 7,773 |
Continuing Operations | Corporate | ||||
Segment Reporting Information [Line Items] | ||||
Total assets | 22,662 | 22,662 | 22,662 | 29,656 |
Continuing Operations | Inter-segment elimination | ||||
Segment Reporting Information [Line Items] | ||||
Total assets | $ 0 | $ 0 | $ 0 | $ 0 |
SEGMENT AND GEOGRAPHIC DATA Geo
SEGMENT AND GEOGRAPHIC DATA Geographic Data Reporting (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Segment Reporting Information [Line Items] | ||
Revenue | $ 93,811 | $ 66,932 |
Net assets | 34,894 | 39,661 |
Australia | ||
Segment Reporting Information [Line Items] | ||
Revenue | 53,274 | 30,181 |
Net assets | 4,001 | 3,101 |
United Kingdom | ||
Segment Reporting Information [Line Items] | ||
Revenue | 16,864 | 15,690 |
Net assets | 2,332 | 3,086 |
United States | ||
Segment Reporting Information [Line Items] | ||
Revenue | 12,369 | 12,949 |
Net assets | 22,867 | 28,595 |
Other | ||
Segment Reporting Information [Line Items] | ||
Revenue | 11,304 | 8,112 |
Net assets | $ 5,694 | $ 4,879 |
VALUATION RESERVES (Details)
VALUATION RESERVES (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
SEC Schedule, 12-09, Allowance, Credit Loss [Member] | ||
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward] | ||
Balance at Beginning of Period | $ 41 | $ 684 |
Additions Charged to Costs/Expenses (Recoveries) | 80 | (10) |
Deductions | 53 | (633) |
Balance at End of Period | 174 | 41 |
SEC Schedule, 12-09, Valuation Allowance, Deferred Tax Asset [Member] | ||
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward] | ||
Balance at Beginning of Period | 199,486 | 110,159 |
Additions Charged to Costs/Expenses (Recoveries) | (12,005) | 89,327 |
Deductions | 0 | 0 |
Balance at End of Period | $ 187,481 | $ 199,486 |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) - USD ($) | Mar. 27, 2020 | Feb. 29, 2020 | Jul. 30, 2015 |
Subsequent Event [Line Items] | |||
Stock repurchase program, authorized amount | $ 10,000,000 | ||
March 27, 2020 Program | Subsequent Event | |||
Subsequent Event [Line Items] | |||
Stock repurchase program, number of shares authorized to be repurchased | 259,331 | ||
Stock repurchase program, par value | $ 0.001 | ||
Stock repurchase program, authorized amount | $ 2,200,000 | ||
Stock repurchase program, percentage of total shares outstanding | 9.00% | ||
Shares, outstanding | 2,700,000 |