Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2023 | Oct. 20, 2023 | |
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2023 | |
Document Transition Report | false | |
Entity File Number | 001-38704 | |
Entity Registrant Name | HUDSON GLOBAL, INC. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 59-3547281 | |
Entity Address, Address Line One | 53 Forest Avenue | |
Entity Address, Address Line Two | Suite 102 | |
Entity Address, City or Town | Old Greenwich | |
Entity Address, State or Province | CT | |
Entity Address, Postal Zip Code | 06870 | |
City Area Code | 475 | |
Local Phone Number | 988-2068 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 2,815,033 | |
Entity Central Index Key | 0001210708 | |
Current Fiscal Year End Date | --12-31 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q3 | |
Common Stock | The NASDAQ Stock Market LLC | ||
Title of 12(b) Security | Common Stock, $0.001 par value | |
Trading Symbol | HSON | |
Security Exchange Name | NASDAQ | |
Preferred Share Purchase Rights | The NASDAQ Stock Market LLC | ||
Title of 12(b) Security | Preferred Share Purchase Rights | |
Security Exchange Name | NASDAQ | |
No Trading Symbol Flag | true |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Income Statement [Abstract] | ||||
Revenue | $ 39,398 | $ 48,686 | $ 127,367 | $ 157,326 |
Operating expenses: | ||||
Direct contracting costs and reimbursed expenses | 20,028 | 24,487 | 63,650 | 80,280 |
Salaries and related | 14,335 | 18,897 | 49,206 | 56,379 |
Office and general | 2,503 | 2,675 | 7,991 | 7,863 |
Marketing and promotion | 881 | 1,015 | 2,794 | 3,049 |
Depreciation and amortization | 374 | 356 | 1,076 | 1,017 |
Total operating expenses | 38,121 | 47,430 | 124,717 | 148,588 |
Operating income | 1,277 | 1,256 | 2,650 | 8,738 |
Non-operating income (expense): | ||||
Interest income, net | 90 | 23 | 284 | 28 |
Other (expense) income, net | (404) | 16 | (321) | (42) |
Income before income taxes | 963 | 1,295 | 2,613 | 8,724 |
Provision for income taxes | 430 | 340 | 1,148 | 1,657 |
Net income | $ 533 | $ 955 | $ 1,465 | $ 7,067 |
Earnings per share: | ||||
Basic (in dollars per share) | $ 0.17 | $ 0.31 | $ 0.48 | $ 2.35 |
Diluted (in dollars per share) | $ 0.17 | $ 0.30 | $ 0.47 | $ 2.25 |
Weighted-average shares outstanding: | ||||
Basic (in shares) | 3,068 | 3,034 | 3,062 | 3,010 |
Diluted (in shares) | 3,141 | 3,150 | 3,134 | 3,138 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENT OF OTHER COMPREHENSIVE LOSS - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Statement of Comprehensive Income [Abstract] | ||||
Net income | $ 533 | $ 955 | $ 1,465 | $ 7,067 |
Other comprehensive loss: | ||||
Foreign currency translation adjustment, net of income taxes | (498) | (1,151) | (561) | (2,426) |
Total other comprehensive loss, net of income taxes | (498) | (1,151) | (561) | (2,426) |
Comprehensive income (loss) | $ 35 | $ (196) | $ 904 | $ 4,641 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 21,610 | $ 27,123 |
Accounts receivable, less allowance for expected credit losses of $146 and $51, respectively | 24,889 | 26,270 |
Restricted cash, current | 171 | 160 |
Prepaid and other | 2,285 | 1,959 |
Total current assets | 48,955 | 55,512 |
Property and equipment, net of accumulated depreciation of $1,166 and $950, respectively | 478 | 673 |
Operating lease right-of-use assets | 1,101 | 685 |
Deferred tax assets, net | 1,450 | 1,475 |
Restricted cash | 195 | 194 |
Goodwill | 4,871 | 4,875 |
Intangible assets, net of accumulated amortization of $2,485 and $1,647, respectively | 3,694 | 4,516 |
Other assets | 12 | 12 |
Total assets | 60,756 | 67,942 |
Current liabilities: | ||
Accounts payable | 613 | 1,678 |
Accrued salaries, commissions, and benefits | 5,699 | 11,584 |
Accrued expenses and other current liabilities | 6,265 | 6,273 |
Note payable – short term | 0 | 1,250 |
Operating lease obligations, current | 541 | 337 |
Total current liabilities | 13,118 | 21,122 |
Income tax payable | 0 | 81 |
Operating lease obligations | 560 | 348 |
Other liabilities | 442 | 599 |
Total liabilities | 14,120 | 22,150 |
Commitments and contingencies | ||
Stockholders’ equity: | ||
Preferred stock, $0.001 par value, 10,000 shares authorized; none issued or outstanding | 0 | 0 |
Common stock, $0.001 par value, 20,000 shares authorized; 3,891 and 3,823 shares issued; 2,815 and 2,794 shares outstanding, respectively | 4 | 4 |
Additional paid-in capital | 492,554 | 491,567 |
Accumulated deficit | (425,980) | (427,394) |
Accumulated other comprehensive loss, net of applicable tax | (2,200) | (1,639) |
Treasury stock, 1,076 and 1,029 shares, respectively, at cost | (17,742) | (16,746) |
Total stockholders’ equity | 46,636 | 45,792 |
Total liabilities and stockholders’ equity | $ 60,756 | $ 67,942 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Statement of Financial Position [Abstract] | ||
Accounts receivable, allowance for doubtful accounts | $ 146 | $ 51 |
Less: acccumulated depreciation and amortization | 1,166 | 950 |
Finite-lived intangible assets, accumulated amortization | $ 2,485 | $ 1,647 |
Preferred stock, par value (dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized (in shares) | 10,000,000 | 10,000,000 |
Preferred stock, issued (in shares) | 0 | 0 |
Preferred stock, outstanding (in shares) | 0 | 0 |
Common stock, par value (dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized (in shares) | 20,000,000 | 20,000,000 |
Common stock, issued (in shares) | 3,891,000 | 3,823,000 |
Common stock, shares, outstanding (in shares) | 2,794,000 | 2,815,000 |
Treasury stock (in shares) | 1,076,000 | 1,029,000 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Cash flows from operating activities: | ||
Net income | $ 1,465 | $ 7,067 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization | 1,076 | 1,017 |
Provision for expected credit losses | 44 | 26 |
Benefit from deferred income taxes | (38) | (245) |
Stock-based compensation | 987 | 1,786 |
Changes in operating assets and liabilities, net of effect of dispositions: | ||
Decrease (increase) in accounts receivable | 876 | (6,154) |
Increase in prepaid and other assets | (365) | (1,136) |
Increase (decrease) in accounts payable, accrued expenses and other liabilities | (7,066) | 2,736 |
Net cash (used in) provided by operating activities | (3,021) | 5,097 |
Cash flows from investing activities: | ||
Capital expenditures | (64) | (430) |
Cash paid for acquisitions, net of cash acquired | 0 | (825) |
Net cash used in investing activities | (64) | (1,255) |
Cash flows from financing activities: | ||
Payments for business acquisition liabilities | (1,250) | (620) |
Purchase of treasury stock | (774) | (1,131) |
Cash paid for net settlement of employee restricted stock units | (222) | (246) |
Net cash used in financing activities | (2,246) | (1,997) |
Effect of exchange rates on cash, cash equivalents and restricted cash | (170) | (1,214) |
Net (decrease) increase in cash, cash equivalents and restricted cash | (5,501) | 631 |
Cash, cash equivalents, and restricted cash, beginning of the period | 27,477 | 22,113 |
Cash, cash equivalents, and restricted cash, end of the period | 21,976 | 22,744 |
Supplemental disclosures of cash flow information: | ||
Cash received during the period for interest | 285 | 28 |
Net cash payments during the period for income taxes | 1,979 | 2,322 |
Cash paid for amounts included in operating lease liabilities | 412 | 390 |
Supplemental non-cash disclosures: | ||
Right-of-use assets obtained in exchange for operating lease liabilities | 837 | 772 |
Business acquisition contingent consideration liability | $ 0 | $ 150 |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY - USD ($) $ in Thousands | Total | Common Stock | Common stock and additional paid-in capital | Treasury stock: | Accumulated other comprehensive (loss) income | Retained Earnings |
Beginning balance (in shares) at Dec. 31, 2021 | 2,707,000 | 3,694,000 | ||||
Beginning treasury balance (in shares) at Dec. 31, 2021 | (987,000) | |||||
Beginning balance at Dec. 31, 2021 | $ 39,316 | $ 489,253 | $ (15,329) | $ (85) | $ (434,523) | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net income | 7,067 | 7,067 | ||||
Other comprehensive loss | (2,426) | |||||
Purchase of treasury stock (in shares) | (33,000) | |||||
Purchase of treasury stock | $ (1,131) | |||||
Purchase of restricted stock from employees (in shares) | (7,000) | |||||
Purchase of net settled restricted stock from employees | $ (246) | |||||
Stock-based compensation (in shares) | 124,000 | |||||
Stock-based compensation | $ 1,786 | |||||
Ending balance (in shares) at Sep. 30, 2022 | 2,791,000 | 3,818,000 | ||||
Ending treasury balance (in shares) at Sep. 30, 2022 | (1,027,000) | |||||
Ending balance at Sep. 30, 2022 | 44,366 | $ 491,039 | $ (16,706) | (2,511) | (427,456) | |
Beginning balance (in shares) at Jun. 30, 2022 | 2,822,000 | 3,816,000 | ||||
Beginning treasury balance (in shares) at Jun. 30, 2022 | (994,000) | |||||
Beginning balance at Jun. 30, 2022 | 45,168 | $ 490,494 | $ (15,555) | (1,360) | (428,411) | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net income | 955 | 955 | ||||
Other comprehensive loss | (1,151) | |||||
Purchase of treasury stock (in shares) | (33,000) | |||||
Purchase of treasury stock | $ (1,131) | |||||
Purchase of restricted stock from employees (in shares) | 0 | |||||
Purchase of net settled restricted stock from employees | $ (20) | |||||
Stock-based compensation (in shares) | 2,000 | |||||
Stock-based compensation | $ 545 | |||||
Ending balance (in shares) at Sep. 30, 2022 | 2,791,000 | 3,818,000 | ||||
Ending treasury balance (in shares) at Sep. 30, 2022 | (1,027,000) | |||||
Ending balance at Sep. 30, 2022 | $ 44,366 | $ 491,039 | $ (16,706) | (2,511) | (427,456) | |
Beginning balance (in shares) at Dec. 31, 2022 | 2,815,000 | 2,794,000 | 3,823,000 | |||
Beginning treasury balance (in shares) at Dec. 31, 2022 | 1,029,000 | (1,029,000) | ||||
Beginning balance at Dec. 31, 2022 | $ 45,792 | $ 491,571 | $ (16,746) | (1,639) | (427,394) | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net income | $ 1,465 | 1,465 | ||||
Other comprehensive loss | (561) | |||||
Purchase of treasury stock (in shares) | (36,842) | (37,000) | ||||
Purchase of treasury stock | $ (774) | $ (774) | ||||
Purchase of restricted stock from employees (in shares) | (10,000) | |||||
Purchase of net settled restricted stock from employees | $ (222) | |||||
Stock-based compensation (in shares) | 68,000 | |||||
Stock-based compensation | $ 987 | |||||
Ending balance (in shares) at Sep. 30, 2023 | 2,794,000 | 2,815,000 | 3,891,000 | |||
Ending treasury balance (in shares) at Sep. 30, 2023 | 1,076,000 | (1,076,000) | ||||
Ending balance at Sep. 30, 2023 | $ 46,636 | $ 492,558 | $ (17,742) | (2,200) | (425,980) | |
Beginning balance (in shares) at Jun. 30, 2023 | 2,823,000 | 3,889,000 | ||||
Beginning treasury balance (in shares) at Jun. 30, 2023 | (1,066,000) | |||||
Beginning balance at Jun. 30, 2023 | 46,684 | $ 492,427 | $ (17,528) | (1,702) | (426,513) | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net income | $ 533 | 533 | ||||
Other comprehensive loss | (498) | |||||
Purchase of treasury stock (in shares) | (10,000) | |||||
Purchase of treasury stock | $ (201) | |||||
Purchase of restricted stock from employees (in shares) | 0 | |||||
Purchase of net settled restricted stock from employees | $ (13) | |||||
Stock-based compensation (in shares) | 2,000 | |||||
Stock-based compensation | $ 131 | |||||
Ending balance (in shares) at Sep. 30, 2023 | 2,794,000 | 2,815,000 | 3,891,000 | |||
Ending treasury balance (in shares) at Sep. 30, 2023 | 1,076,000 | (1,076,000) | ||||
Ending balance at Sep. 30, 2023 | $ 46,636 | $ 492,558 | $ (17,742) | $ (2,200) | $ (425,980) |
BASIS OF PRESENTATION
BASIS OF PRESENTATION | 9 Months Ended |
Sep. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
BASIS OF PRESENTATION | BASIS OF PRESENTATION These interim unaudited condensed consolidated financial statements have been prepared in accordance with United States of America (“U.S.”) generally accepted accounting principles (“U.S. GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X of the U.S. Securities and Exchange Commission (“SEC”) for interim financial reporting and should be read in conjunction with the consolidated financial statements and related notes of Hudson Global, Inc. and its subsidiaries (the “Company”) filed in its Annual Report on Form 10-K for the year ended December 31, 2022. The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities, and the reported amounts of operating revenues and expenses. These estimates are based on management’s knowledge and judgments. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation of the Company’s financial position, results of operations, and cash flows at the dates and for the periods presented have been included. The results of operations for interim periods are not necessarily indicative of the results of operations for the full year. The condensed consolidated financial statements include the accounts of the Company and all of its wholly owned subsidiaries. Intra-entity balances and transactions between and among the Company and its subsidiaries have been eliminated in consolidation. Certain prior period amounts have been reclassified to conform to the current year presentation with no material impact on the condensed consolidated financial statements. For more information, see Note 2 to the Condensed Consolidated Financial Statements. |
DESCRIPTION OF BUSINESS
DESCRIPTION OF BUSINESS | 9 Months Ended |
Sep. 30, 2023 | |
Description of Business [Abstract] | |
DESCRIPTION OF BUSINESS | DESCRIPTION OF BUSINESS The Company is comprised of the operations, assets, and liabilities of the Company’s three regional businesses: the Americas, Asia Pacific, and Europe. The Company delivers Recruitment Process Outsourcing (“RPO”), services consisting of permanent recruitment and contracting outsourced recruitment solutions. These services are tailored to the individual needs of primarily mid-to-large-cap multinational companies. The Company’s RPO delivery teams utilize recruitment process methodologies and project management expertise to meet clients’ ongoing business needs. The Company’s RPO services include complete recruitment outsourcing, project-based outsourcing, contingent workforce solutions, and recruitment consulting. The Company’s core service offering is Recruitment Process Outsourcing, consisting of RPO and contracting. The Company provides complete recruitment outsourcing, project-based outsourcing, and recruitment consulting for clients’ permanent staff hires. Hudson’s RPO services leverage the Company’s consultants, supported by the Company’s specialists, in the delivery of its proprietary methods to identify, select, and engage the best-fit talent for critical client roles. In addition, the Company provides RPO clients with a range of outsourced professional contract staffing services and managed service provider services offered sometimes on a standalone basis and sometimes as part of a blended total talent solution. These services draw upon a combination of specialized recruiting and project management competencies to deliver a wide range of solutions. Hudson-employed professionals - either individually or as a team - are placed with client organizations for a defined period of time based on specific business needs of the client. The Company operates directly in fourteen countries with three reportable geographic business segments: Americas, Asia Pacific, and Europe. See Note 14 to the Condensed Consolidated Financial Statements for further details regarding the reportable segments. In December 2019, a novel virus, referred to as COVID-19, was reported. On March 11, 2020, the World Health Organization declared the outbreak to be a pandemic, based on the rapid increase in exposure globally. Despite the decline in infection rates, the COVID-19 pandemic continues to have a lasting impact on various aspects of our business including but not limited to workforce shortages. The Company believes it can continue to take appropriate actions to manage the business in this challenging environment due to the flexibility of its workforce and the strength of its balance sheet. |
ACCOUNTING PRONOUNCEMENTS
ACCOUNTING PRONOUNCEMENTS | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
ACCOUNTING PRONOUNCEMENTS | ACCOUNTING PRONOUNCEMENTS Adoption of New Accounting Pronouncements On January 1, 2023, the Company adopted Accounting Standards Update (“ASU”) 2016-13, “Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments”. This update was issued by the Financial Accounting Standards Board (the “FASB”) in June 2016. This standard requires an impairment model (known as the current expected credit loss (“CECL”) model) and replaces the methodology that recognizes impairment of financial instruments when losses have been incurred with a methodology that recognizes impairment of financial instruments when losses are expected. The new standard requires entities to use a forward-looking “expected loss” model for most financial instruments, including accounts receivable and unbilled services that is based on historical information, current information, and reasonable and supportable forecasts. As a result of adopting the new standard, the Company recognized a cumulative increase to allowances for accounts receivable and unbilled services and a reduction to the 2023 opening balance of retained earnings of $51. Comparative periods prior to the adoption of this standard and their respective disclosures have not been adjusted. The adoption of ASU 2016-13 did not have a material impact on the Company’s Condensed Consolidated Financial Statements. |
REVENUE RECOGNITION
REVENUE RECOGNITION | 9 Months Ended |
Sep. 30, 2023 | |
Revenue from Contract with Customer [Abstract] | |
ACCOUNTING PRONOUNCEMENTS | REVENUE RECOGNITION Nature of Services We account for a contract when both parties to the contract have approved the contract, the rights of the parties are identified, payment terms are identified, the contract has commercial substance, and collectability of consideration is probable. Revenues are recognized over time, using an input or output method, as the control of the promised services is transferred to the client in an amount that reflects the consideration we expect to be entitled to in exchange for those services. The majority of our contracts are short-term in nature as they include termination clauses that allow either party to cancel within a short termination period, without cause. Revenue includes billable travel and other reimbursable costs and is reported net of sales or use taxes collected from clients and remitted to taxing authorities. We generally determine standalone selling prices based on the prices included in our client contracts, using expected cost plus profit, or other observable prices. The price as specified in our client contracts is generally considered the standalone selling price as it is an observable input that depicts the price as if sold to a similar client in similar circumstances. Certain client contracts have variable consideration, including usage-based fees that increase the transaction price and volume rebates or other similar items that generally reduce the transaction price. We estimate variable consideration using the expected value method based on the terms of the client contract and historical evidence. These amounts may be constrained and are only included in revenue to the extent we do not expect a significant reversal when the uncertainty associated with the variable consideration is resolved. Other than bonuses to be paid to contractors, on behalf of our clients, our estimated amounts of variable consideration subject to constraints are not material, and we do not believe that there will be significant changes to our estimates. Certain contract employees are entitled to performance bonuses at the sole discretion of the client and are constrained until approved. Bonuses approved and paid to our contracting employees were approximately $0.5 million in the nine months ended September 30, 2023, and $6.1 million in the nine months ended September 30, 2022. We record accounts receivable when our right to consideration becomes unconditional. Contract assets primarily relate to our rights to consideration for services provided that such rights to consideration are conditional on satisfaction of future performance obligations. A contract liability for deferred revenue is recorded when consideration is received, or is unconditionally due, from a client prior to transferring control of services to the client under the terms of a contract. Deferred revenue balances typically result from advance payments received from clients prior to transferring control of services. Other than deferred revenue, we do not have any material contract assets or liabilities as of and for the nine months ended September 30, 2023 and 2022. As of September 30, 2023 and December 31, 2022, deferred revenue was $140 and $170, respectively. Payment terms vary by client and the services being provided to the client. We consider payment terms that exceed one year to be extended payment terms. Substantially all of the Company’s contracts include payment terms of 90 days or less, and we do not extend payment terms beyond one year. We primarily record revenue on a gross basis in the Consolidated Statements of Operations and Comprehensive Income based upon the following key factors: • We maintain the direct contractual relationship with the client and are responsible for fulfilling the service promised to the client. • We maintain control over our contractors while the services to the client are being performed, including our contractors’ billing rates, and are ultimately responsible for paying them. RPO. We provide complete recruitment outsourcing, project-based outsourcing, and recruitment consulting services for clients’ permanent staff hires. We recognize revenue for our RPO over time in an amount that reflects the consideration we expect to be entitled to and have an enforceable right to payment in exchange for our services. The client simultaneously receives and consumes the benefits of the services as they are provided. The transaction prices contain both fixed fees and variable consideration. Variable consideration is constrained by candidates accepting offers of permanent employment. We recognize revenue on fixed fees as the performance obligations are satisfied and variable fees as the constraint is lifted. We do not incur incremental costs to obtain our RPO contracts. The costs to fulfill these contracts are expensed as incurred. We recognize permanent placement revenue when employment candidates accept offers of permanent employment. We have a substantial history of estimating the financial impact of permanent placement candidates who do not remain with our clients through a guarantee period. Fees to clients are generally calculated as a percentage of the new employee’s annual compensation. No fees for permanent placement services are charged to employment candidates. Contracting. We provide clients with a range of outsourced professional contract staffing services and managed service provider services, sometimes offered on a standalone basis and sometimes offered as part of a blended total talent solution. We recognize revenue for our contracting services over time as services are performed in an amount that reflects the consideration we expect to be entitled to and have an enforceable right to payment in exchange for our services, which is generally calculated as hours worked multiplied by the agreed-upon hourly bill rate. The client simultaneously receives and consumes the benefits of the services as they are provided. We do not incur incremental costs to obtain our contracts for outsourced professional contract staffing services and managed service provider services. The costs incurred to fulfill these contracts are expensed as incurred. Unsatisfied performance obligations. As a practical expedient, we do not disclose the value of unsatisfied performance obligations for (i) contracts with an expected original duration of one year or less and (ii) contracts for which we recognize revenue at the amount to which we have the right to invoice for services performed. Disaggregation of Revenue The following table presents our disaggregated revenues by revenue source. For additional information on the revenues by geographical segment, see Note 14 to the Condensed Consolidated Financial Statements. Three Months Ended 2023 2022 RPO $ 18,876 $ 23,801 Contracting 20,522 24,885 Total Revenue $ 39,398 $ 48,686 Nine Months Ended 2023 2022 RPO $ 62,316 $ 75,775 Contracting 65,051 81,551 Total Revenue $ 127,367 $ 157,326 |
ACCOUNT RECEIVABLE, NET
ACCOUNT RECEIVABLE, NET | 9 Months Ended |
Sep. 30, 2023 | |
Receivables [Abstract] | |
ACCOUNT RECEIVABLE, NET | ACCOUNT RECEIVABLE, NET Accounts receivable balances are composed of trade and unbilled receivables. Unbilled accounts receivable represent revenue recorded in advance of processing formal invoices pursuant to the completion of contract provisions and, generally, become billable at contractually specified dates. Unbilled receivables of $6,024 and $8,523 as of September 30, 2023 and December 31, 2022, respectively, are expected to be invoiced and collected within one year. The Company records accounts receivable when its right to consideration becomes unconditional. Contract assets primarily relate to our rights to consideration for services provided that they are conditioned on satisfaction of future performance obligations. Accounts receivable, net, are stated at the amount the Company expects to collect, which is net of estimated losses resulting from the inability of its customers to make required payments. Allowance for Expected Credit Losses The allowance for doubtful accounts is estimated based on the CECL model and it takes into account information about past events, current conditions, and reasonable and supportable forecasts of future economic conditions. It represents the aggregate amount of credit risk arising from the inability of specific clients to pay our fees or disputes that may affect our ability to fully collect our billed accounts receivable. When determining the collectability of specific customer accounts, a number of factors are evaluated, including: customer creditworthiness, past transaction history with the customer, changes in customer financial stability, payment terms or practices, and effect of market conditions on each customer. Other factors include, but are not limited to, current economic conditions and forward-looking estimates. Our actual experience may vary from our estimates. If the financial condition of our clients were to deteriorate, resulting in their inability or unwillingness to pay our fees, we may need to record additional provisions for expected credit losses in future periods. The risk of credit losses may be mitigated to the extent that we received a retainer from some of our clients prior to performing services. Changes in allowance for expected credit losses are recorded in office and general expenses on the Condensed Consolidated Statements of Operations and were not material for the three and nine months ended September 30, 2023. Accounts receivable, net of the allowance for expected credit losses, represents the amount we expect to collect. At each reporting date, we adjust the allowance for expected credit losses to reflect our current estimate. Our billed accounts receivables are written off when the potential for recovery is considered remote. The Company generally establishes customer credit limits and estimates the allowance for credit losses on a country or geographic basis. Customer credit limits are based upon an initial evaluation of the customer’s credit quality and we adjust that limit accordingly based upon ongoing credit assessments of the customer, including payment history and changes in credit quality. Consistent with our adoption of ASU 2016-13, effective January 1, 2023 (refer to Note 3 – Accounting Pronouncements), the allowance for expected credit losses is determined based on an assessment of past collection experience as well as consideration of current and future economic conditions and changes in our customer collection trends. The following table summarizes the components of “Accounts receivable, net” as presented on the Condensed Consolidated Balance Sheets: September 30, December 31, Accounts Receivable: 2023 2022 Billed receivables $ 19,011 $ 17,798 Unbilled receivables 6,024 8,523 Accounts Receivable, Gross $ 25,035 $ 26,321 Allowance for expected credit losses (146) (51) Accounts Receivable, Net $ 24,889 $ 26,270 The following table summarizes the total provision for expected credit losses and write-offs: Three Months Ended Nine Months Ended 2023 2022 2023 2022 Beginning balance $ 102 $ 64 $ 51 $ 196 Provision for expected credit losses 44 15 44 26 Write-offs — (28) — (171) Cumulative-effect adjustment from adoption of ASU 2016-13, Credit Losses — — 51 — Ending Balance $ 146 $ 51 $ 146 $ 51 |
ACQUISITION
ACQUISITION | 9 Months Ended |
Sep. 30, 2023 | |
Business Combinations [Abstract] | |
ACQUISITION | ACQUISITIONS Hunt & Badge Consulting Private Limited On August 19, 2022, the Company entered into a share purchase agreement by and among Hudson RPO Limited, a wholly owned subsidiary of the Company (“HnB Buyer”), Hunt & Badge Consulting Private Limited (“Seller” or “HnB”), and certain principals of HnB, and completed the acquisition by HnB Buyer of all of the membership interests of the Seller (the “HnB Acquisition”). HnB is a provider of recruitment services to customers operating in India. HnB partners with companies of all sizes, including well-known multinationals, across a variety of industries to help meet their talent procurement needs. In connection with the HnB Acquisition, Seller received $1,064 in cash, subject to certain adjustments, at the closing of the HnB Acquisition. Additionally, Seller has a contingent right to receive earn-out payments not to exceed $350 in aggregate payable over an eighteen-month period, subject to the achievement of certain performance thresholds and, the satisfaction of certain conditions. The HnB Acquisition was accounted for as a business combination under the acquisition method of accounting. The purchase price of $1,260, which consists of the amount paid in cash of $1,064, a working capital adjustment of $47, net of an owner receivable of $28, and contingent earn-out payments of up to $350 (which such earn-out payments are contingent upon the achievement of certain revenue milestones through December 2023), was allocated to the net tangible and intangible assets and liabilities based on their fair values on the acquisition date of August 19, 2022, with the excess recorded as goodwill. None of the goodwill is expected to be deductible for tax purposes. The Company’s goodwill represents the expected profit growth over time that is attributable to expanding our footprint and market share in India. The purchase price included $314 of cash and cash equivalents acquired. As of September 30, 2023, the estimated fair value for the contingent earn-out payments that the Company classified as Level 3 in the fair value hierarchy was $150, which is the agreed upon minimum payment. These fair value estimates are based on significant inputs not observed in the market and reflect our own assumptions (forecasted revenue) through December 31, 2023. In determining the fair value of the contingent consideration liability, the Company used an estimate based on a number of possible projections over the earn-out period. Given the short duration of the earn-out period, the fair value of contingent liability was measured on an undiscounted basis. The Company will continue to reassess the fair value of the acquisition-related contingent consideration at each reporting period based on additional information as it becomes available. This contingent consideration will be remeasured quarterly. If, as a result of remeasurement, the value of the contingent consideration changes, any charges or income will be marked to market and included in “Other income (expense), net” on the Company’s Condensed Consolidated Statements of Operations. For the three and nine months ended September 30, 2023, no gains or losses were recognized in earnings for changes in the remeasurement of the contingent consideration. The values assigned to the assets acquired and liabilities assumed are based on the fair value available and may be adjusted during the measurement period of up to 12 months from the date of acquisition as further information becomes available. Excluding the contingent consideration, any changes in the fair values of the assets acquired and liabilities assumed during the measurement period may result in adjustments to goodwill. The Company incurred transaction costs related to the HnB Acquisition of $63 that were expensed as part of “Office and general”. The Company’s accounting for the business combination was completed as of December 31, 2022. The Company’s Consolidated Statements of Operations for the three and nine months ended September 30, 2023 included revenue of $8 and $48, respectively, and net loss of $47 and $76, from HnB, respectively. Below is a summary of the fair value of the net assets acquired on the acquisition date based on internal valuations at the date of the HnB Acquisition. Fair Value Assets Acquired: Cash and cash equivalents $ 314 Accounts receivable 80 Prepaid expenses and other assets 77 Property and equipment 35 Intangible assets 150 Goodwill 687 Assets Acquired $ 1,343 Liabilities Assumed: Accrued expenses and other current liabilities $ 20 Other long-term liabilities 63 Liabilities Assumed $ 83 Fair value of consideration transferred $ 1,260 Intangible assets are amortized on a straight-line basis over their estimated useful lives. The following table sets forth the components of identifiable intangible assets acquired and their estimated useful lives on the date of the HnB Acquisition. Fair Value Useful Life Non-compete agreements $ 40 3 years Customer lists 60 3 years Trade name 50 5 years Total identifiable assets $ 150 Karani, LLC On October 29, 2021, the Company entered into a membership interest purchase agreement (the “MIPA”) by and among the Company, Hudson Global Resources Management, Inc. (“HGRM”), a wholly owned subsidiary of the Company, and Daniel Williams (“Williams”), and completed the acquisition by HGRM of all of the membership interests of Karani, LLC, (the “Karani Acquisition”). Karani, LLC (“Karani”) partners with recruitment and staffing firms to assist with recruiting, sourcing, screening, onboarding, and other talent-related services across a variety of industries to customers primarily located in the United States. On the date of acquisition, Karani had approximately 560 employees in India and 120 employees in the Philippines. As outlined in the MIPA, Williams received (i) $6,805 in cash subject to certain adjustments set forth in the MIPA at the closing of the Karani Acquisition; and (ii) a non-interest bearing promissory note in the aggregate principal amount of $2,000, payable in installments on the six-month and eighteen-month anniversaries of the closing date subject to the satisfaction of certain conditions as further described in the MIPA. There are no employment stipulations for Williams associated with the MIPA. The Karani Acquisition was accounted for as a business combination under the acquisition method of accounting. Th e purchase price of $8,673, which consists of the amount paid in cash of $6,805, a promissory note of $2,000, and a working capital credit of $132, was allocated to the net tangible and intangible assets and liabilities based on their fair values on the acquisition date of October 29, 2021, with the excess recorded as goodwill. None of the goodwill is expected to be deductible for tax purposes. The Company's goodwill represents the expected profit growth over time that is attributable to increasing our footprint and market share in India. The purchase price included $737 of cash and cash equivalents acquired. The Company incurred transaction costs related to the acquisition of approximately $200 that were expensed as part of Office and general on the Consolidated Statements of Operations. In addition to the purchase price, the Company agreed to pay a $250 retention payment to the Chief Financial Officer of Karani, which is classified as compensation expense, recorded on a straight-line basis. The Company's accounting for the business combination was completed as of December 31, 2021. The Company’s Consolidated Statements of Operations for the three and nine months ended September 30, 2023 included revenue of $1,393 and $4,803, and net loss of $296 and $896, respectively, from Karani. Below is a summary of the fair value of the net assets acquired on the acquisition date based on external valuations at the date of the Karani Acquisition. Fair Value Assets Acquired: Cash and cash equivalents $ 737 Accounts receivable 1,521 Restricted cash, current 50 Prepaid expenses and other assets 177 Property and equipment 119 Operating lease right-of-use assets 100 Restricted cash 3 Other long-term assets 19 Intangible assets 4,540 Goodwill 2,131 Assets Acquired $ 9,397 Liabilities Assumed: Accrued expenses and other current liabilities $ 436 Operating lease obligations, current 88 Operating lease obligations, non-current 12 Other long-term liabilities 188 Liabilities Assumed $ 724 Fair value of consideration transferred $ 8,673 Intangible assets are amortized on a straight-line basis over their estimated useful lives. The following table sets forth the components of identifiable intangible assets acquired and their estimated useful lives on the date of the Karani A cquisition. Fair Value Useful Life Developed technology $ 640 3 years Customer lists 2,800 6 years Trade name 1,100 10 years Total identifiable assets $ 4,540 Unaudited Pro Forma Financial Information The following unaudited consolidated pro forma information gives effect to the acquisition of HnB as if the transaction had occurred on January 1, 2022. September 30, 2022 Three Months Ended Nine Months Ended Revenue $ 48,761 $ 157,562 Net income $ 987 $ 7,120 The unaudited pro forma supplemental information provided above is based on estimates and assumptions that the Company believes are reasonable, and reflects the pro forma impact of additional amortization related to the fair value of acquired intangible assets for the three and nine months ended September 30, 2023 and 2022. This supplemental pro forma information has been prepared for comparative purposes and is not intended to reflect what would have occurred had the HnB Acquisition taken place on January 1, 2022. |
STOCK-BASED COMPENSATION
STOCK-BASED COMPENSATION | 9 Months Ended |
Sep. 30, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
STOCK-BASED COMPENSATION | STOCK-BASED COMPENSATION Incentive Compensation Plan The Company maintains the Hudson Global, Inc. 2009 Incentive Stock and Awards Plan, as amended and restated on May 24, 2016 and further amended on September 14, 2020 and May 17, 2022 (the “ISAP”), pursuant to which it can issue equity-based compensation incentives to eligible participants. The ISAP permits the granting of stock options, restricted stock, restricted stock units, and other types of equity-based awards. The Compensation Committee (the “Compensation Committee”) of the Board of Directors (the “Board”) will establish such conditions as it deems appropriate on the granting or vesting of stock options, restricted stock, restricted stock units and other types of equity-based awards. As determined by the Compensation Committee, equity awards may also be subject to immediate vesting upon the occurrence of certain events including death, disability, retirement or a change in control of the Company. When we make grants of restricted stock or restricted stock units to our executive officers, including the named executive officers, we enter into Restricted Stock Agreements and Restricted Stock Unit Agreements with such executive officers that contain provisions that are triggered upon a termination of an executive officer or a change in control of our Company. For awards of restricted stock granted beginning on November 6, 2015, effective upon a change in control of our Company, if the executive is employed by us or an affiliate of ours immediately prior to the date of such change in control and is subsequently terminated within 12 months following the date of such change in control, the shares of restricted stock will fully vest and the restrictions imposed upon the restricted stock will be immediately deemed to have lapsed. For awards of restricted stock units granted beginning on March 10, 2016, effective upon a change in control of our Company, if the executive is employed by us or an affiliate of ours immediately prior to the date of such change in control and is subsequently terminated within 12 months following the date of such change in control, the restricted stock units will fully vest and the restrictions imposed upon the restricted stock units will be immediately deemed to have lapsed. The Company primarily grants restricted stock and restricted stock units to its employees. A restricted stock unit is equivalent to one share of the Company’s common stock and is payable only in common stock of the Company issued under the ISAP. The Compensation Committee administers the ISAP and may designate any of the following as a participant under the ISAP: any officer or other employee of the Company or its affiliates or individuals engaged to become an officer or employee, consultants or other independent contractors who provide services to the Company or its affiliates, and non-employee directors of the Company. On May 17, 2022, the Company’s stockholders at the 2022 Annual Meeting of Stockholders approved amendments to the ISAP to, among other things, increase the number of shares of the Company’s common stock that are reserved for issuance by 250,000 shares. As of September 30, 2023, there were 213,885 shares of the Company’s common stock available for future issuance under the ISAP. All share issuances related to stock compensation plans are issued from the aforementioned stock available for future issuance under stockholder approved compensation plan. For the nine months ended September 30, 2023, the Company granted 28,841 restricted stock units subject to performance vesting conditions for the year ended December 31, 2023. For the nine months ended September 30, 2022, the Company granted 50,160 restricted stock units subject to performance vesting conditions for the year ended December 31, 2022, and granted 5,250 of discretionary time-vested restricted stock units to certain employees that were not subject to performance conditions. A summary of the quantity and vesting conditions for stock-based units granted to the Company ’ s employees for the nine months ended September 30, 2023 was as follows: Vesting conditions Number of Restricted Stock Units Granted Performance and service conditions - Type 1 (1) (2) 7,736 Performance and service conditions - Type 2 (1) (2) 21,105 Total shares of stock award granted 28,841 (1) The performance conditions with respect to restricted stock units may be satisfied as follows: (a) For grants to Corporate office employees subject to 2023 performance conditions, 100% of the restricted stock units may be earned on the basis of performance as measured by a “group adjusted EBITDA”. (2) To the extent restricted stock units are earned, such restricted stock units will vest on the basis of service as follows: (a) 33% and 66.6% for Type 1 and Type 2, respectively, of the restricted stock units will vest on the first anniversary of the grant date; (b) 33% and 16.7% for Type 1 and Type 2, respectively, of the restricted stock units will vest on the second anniversary of the grant date; and (c) 34% and 16.7% for Type 1 and Type 2, respectively, of the restricted stock units will vest on the third anniversary of the grant date; provided that, in each case, the employee remains employed by the Company from the grant date through the applicable service vesting date. The Company also maintains the Director Deferred Share Plan (the “Director Plan”) as part of the ISAP pursuant to which it can issue restricted stock units to its non-employee directors. A restricted stock unit is equivalent to one share of the Company’s common stock and is payable only in common stock issued under the ISAP upon a director ceasing service as a member of the Company’s Board. The restricted stock units vest immediately upon grant and are credited to each of the non-employee director’s retirement accounts under the Director Plan. Restricted stock units issued under the Director Plan contain the right to a dividend equivalent award in the form of additional restricted stock units. The dividend equivalent award is calculated using the same rate as the cash dividend paid on a share of the Company’s common stock, and then divided by the closing price of the Company’s common stock on the date the dividend is paid to determine the number of additional restricted stock units to grant. Dividend equivalent awards have the same vesting terms as the underlying awards. During the nine months ended September 30, 2023, the Company granted 5,648 restricted stock units to its non-employee directors pursuant to the Director Plan. As of September 30, 2023, 249,064 restricted stock units are deferred under the Company’s ISAP. For the three and nine months ended September 30, 2023 and 2022, the Company’s stock-based compensation expense related to restricted stock units and restricted shares of common stock were as follows: Three Months Ended Nine Months Ended 2023 2022 2023 2022 Restricted shares of common stock $ — $ 17 $ 16 $ 91 Restricted stock units 131 528 971 1,695 Total $ 131 $ 545 $ 987 $ 1,786 Restricted Stock Units As of September 30, 2023, the Company had $607 of unrecognized stock-based compensation expense related to outstanding unvested restricted stock units. The Company expects to recognize that cost over a weighted average service period of 0.6 years. Restricted stock units have no voting or dividend rights until the awards are vested. Changes in the Company’s restricted stock units for the nine months ended September 30, 2023 and 2022 were as follows: Nine Months Ended September 30, 2023 Performance-based Time-based/Director Total Number of Shares of Restricted Stock Units Weighted Average Grant-Date Fair Value Number of Shares of Restricted Stock Units Weighted Average Grant-Date Fair Value Number of Shares of Restricted Stock Units Weighted Average Grant-Date Fair Value Unvested restricted stock units at January 1, 2023 130,186 $ 23.56 33,390 $ 20.31 163,576 $ 22.89 Granted 28,841 $ 22.27 5,648 $ 21.00 34,489 $ 22.06 Shares earned above target (a) 3,940 $ 35.72 — $ — 3,940 $ 35.72 Vested (58,834) $ 22.10 (16,291) $ 19.46 (75,125) $ 21.53 Forfeited (8,869) $ 35.10 (2,380) $ 14.54 (11,249) $ 30.75 Unvested restricted stock units at September 30, 2023 95,264 $ 23.49 20,367 $ 21.86 115,631 $ 23.20 (a) The number of shares earned above target are based on the performance target established by the Compensation Committee at the initial grant date. (a) The number of shares earned above target are based on the performance targets established by the Compensation Committee at the initial grant date. Nine Months Ended September 30, 2022 Performance-based Time-based/Director Total Number of Shares of Restricted Stock Units Weighted Average Grant-Date Fair Value Number of Shares of Restricted Stock Units Weighted Average Grant-Date Fair Value Number of Shares of Restricted Stock Units Weighted Average Grant-Date Fair Value Unvested restricted stock units at January 1, 2022 121,393 $ 15.88 46,500 $ 17.15 167,893 $ 16.23 Granted 50,160 $ 35.37 13,571 $ 37.67 63,731 $ 35.86 Shares earned above target (a) 36,884 $ 16.70 — $ — 36,884 $ 16.70 Vested (78,251) $ 15.99 (18,056) $ 25.87 (96,307) $ 17.84 Forfeited — $ — (3,675) $ 16.04 (3,675) $ 16.04 Unvested restricted stock units at September 30, 2022 130,186 $ 23.56 38,340 $ 20.41 168,526 $ 22.84 (a) The number of shares earned above target are based on the performance targets established by the Compensation Committee at the initial grant date. (a) The number of shares earned above target are based on the performance target established by the Compensation Committee at the initial grant date. Shares of Common Stock On October 1, 2020, the Company granted 52,226 restricted shares of common stock to be issued over 30 months in connection with the acquisition of Coit Staffing, Inc. (“Coit Acquisition”), of which all had vested as of June 30, 2023. As of September 30, 2023, the Company did not have any unrecognized stock-based compensation expense related to unvested restricted shares of common stock issued in connection with the Coit Acquisition. Changes in the Company’s restricted shares of common stock for the nine months ended September 30, 2023 and 2022, were as follows: Nine Months Ended 2023 2022 Number of Weighted Number of Weighted Unvested restricted shares of common stock at January 1 17,410 $ 9.57 34,818 $ 9.57 Vested (17,410) $ 9.57 (17,408) $ 9.57 Unvested restricted shares of common stock at September 30, — $ — 17,410 $ 9.57 |
INCOME TAXES
INCOME TAXES | 9 Months Ended |
Sep. 30, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | INCOME TAXES Income Tax Provision Under ASC 270, “Interim Reporting”, and ASC 740-270, “Income Taxes – Intra Period Tax Allocation”, the Company is required to adjust its effective tax rate for each quarter to be consistent with the estimated annual effective tax rate. Jurisdictions with a projected loss for the full year where no tax benefit can be recognized are excluded from the calculation of the estimated annual effective tax rate. Applying the provisions of ASC 270 and ASC 740-270 could result in a higher or lower effective tax rate during a particular quarter, based upon the mix and timing of actual earnings versus annual projections. Effective Tax Rate The provision for income taxes for the nine months ended September 30, 2023 was $1,148 on a pre-tax income of $2,613, compared to a provision for income taxes of $1,657 on pre-tax income of $8,724 for the same period in 2022. The Company’s effective income tax rate was positive 44% and positive 19% for the nine months ended September 30, 2023 and 2022, respectively. For the nine months ended September 30, 2023, the effective tax rates differed from the U.S. Federal statutory rate of 21% primarily due to foreign tax rate differences, state income taxes, changes in valuation allowances in the U.S. and certain foreign jurisdictions which reduces or eliminates the effective tax rate on current year profits or losses, taxes on repatriations or deemed repatriation of foreign profits, and non-deductible expenses, partially offset by a discrete tax benefit recognized following the lapse of certain statutes of limitations related to Spain and recognition of a portion of a deferred tax asset in Canada. For the nine months ended September 30, 2022, the effective tax rates differed from the U.S. Federal statutory rate of 21% primarily due to changes in valuation allowances in the U.S. and certain foreign jurisdictions, which reduces or eliminates the effective tax rate on current year profits or losses, foreign tax rate differences, and non-deductible expenses. Uncertain Tax Positions As of September 30, 2023 and December 31, 2022, the Company had $60 and $360, respectively, of unrecognized tax benefits, excluding interest and penalties, which if recognized in the future, would lower the Company’s effective income tax rate. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as part of the provision for income taxes. As of September 30, 2023 and December 31, 2022, the Company had $25 and $129, respectively, of accrued interest and penalties associated with unrecognized tax benefits. The statute of limitations for capital gains taxes on the transfer of shares in Spain lapsed in January 2023. The FIN48 reserve for Spain capital gains taxes, interest, and penalties of approximately $408 was released as a tax benefit in the first quarter of 2023. Based on information available as of September 30, 2023, it is reasonably possible that the total amount of unrecognized tax benefits could decrease by $85 over the next 12 months as a result of projected resolutions of global tax examinations and controversies and potential expirations of the applicable statutes of limitations. In many cases, the Company’s unrecognized tax benefits are related to tax years that remain subject to examination by the relevant tax authorities. Tax years with net operating losses (“NOLs”) remain open until such losses expire or until the statutes of limitations for those years when the NOLs are used expire. As of September 30, 2023, the Company’s open tax years, which remain subject to examination by the relevant tax authorities, are between 2016 and 2022 depending on the jurisdiction. The Company believes that its unrecognized tax benefits as of September 30, 2023 are appropriately reflected for all years subject to examination above. Net Operating Losses (“NOLs”), Capital Losses, and Valuation Allowance The Company recorded a valuation allowance against all of our consolidated US deferred tax assets for NOLs and Capital Losses as of September 30, 2023 and December 31, 2022. We intend to continue maintaining a full valuation allowance on our deferred tax assets for NOLs until there is sufficient evidence to support the reversal of all or some portion of these allowances in the future. |
EARNINGS (LOSS) PER SHARE
EARNINGS (LOSS) PER SHARE | 9 Months Ended |
Sep. 30, 2023 | |
Earnings Per Share [Abstract] | |
EARNINGS (LOSS) PER SHARE | EARNINGS PER SHARE Basic earnings per share is computed by dividing the Company’s net income by the weighted average number of shares outstanding during the period. When the effects are not anti-dilutive, diluted earnings per share is computed by dividing the Company’s net income by the weighted average number of shares outstanding and the impact of all dilutive potential common shares, primarily stock options “in-the-money”, unvested restricted stock, and unvested restricted stock units. The dilutive impact of stock options, unvested restricted stock, and unvested restricted stock units is determined by applying the “treasury stock” method. Performance-based restricted stock awards are included in the computation of diluted earnings per share only to the extent that the underlying performance conditions: (i) are satisfied prior to the end of the reporting period; or (ii) would be satisfied if the end of the reporting period were the end of the related performance period and the result would be dilutive under the treasury stock method. Stock awards subject to vesting or exercisability based on the achievement of market conditions are included in the computation of diluted earnings per share only when the market conditions are met. A reconciliation of the numerators and denominators of the basic and diluted earnings per share calculations for the three and nine months ended September 30, 2023 and 2022 were as follows: Three Months Ended Nine Months Ended 2023 2022 2023 2022 Earnings per share (“EPS”): Basic $ 0.17 $ 0.31 $ 0.48 $ 2.35 Diluted $ 0.17 $ 0.30 $ 0.47 $ 2.25 EPS numerator - basic and diluted: Net income $ 533 $ 955 $ 1,465 $ 7,067 EPS denominator (in thousands): Weighted average common stock outstanding - basic 3,068 3,034 3,062 3,010 Common stock equivalents: restricted stock units and restricted shares of common stock 73 116 72 128 Weighted average number of common stock outstanding - diluted 3,141 3,150 3,134 3,138 The weighted average number of shares outstanding used in the computation of diluted net earnings per share for the three and nine months ended September 30, 2023 and 2022 did not include the effect of the following potentially outstanding shares of common stock because the effect would have been anti-dilutive: Three Months Ended Nine Months Ended 2023 2022 2023 2022 Unvested restricted shares of common stock — — — — Unvested restricted stock units — 22,540 300 17,750 Total — 22,540 300 17,750 |
GOODWILL AND INTANGIBLE ASSETS
GOODWILL AND INTANGIBLE ASSETS | 9 Months Ended |
Sep. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
GOODWILL AND INTANGIBLE ASSETS | GOODWILL AND INTANGIBLE ASSETS Goodwill The Company recorded goodwill of $687 on August 19, 2022 in connection with the HnB Acquisition (See Note 6 for further information on the HnB Acquisition) . For the nine months ended September 30, 2023 and the twelve months ended December 31, 2022, the changes in carrying amount of goodwill were as follows: Carrying Value 2023 Goodwill, January 1, $ 4,875 Acquisition — Currency translation (4) Goodwill, September 30, 2023 $ 4,871 Carrying Value 2022 Goodwill, January 1, $ 4,219 Acquisition 687 Currency translation (31) Goodwill, December 31, 2022 $ 4,875 Intangible Assets The Company’s intangible assets consisted of the following components as of September 30, 2023 and December 31, 2022: September 30, 2023 Weighted Average Remaining Amortization Useful Lives Gross Carrying Accumulated Net Carrying Non-compete agreements 1.9 $ 118 $ (94) $ 24 Trade name 7.0 1,547 (461) 1,086 Customer lists 3.7 3,857 (1,516) 2,341 Developed technology 1.2 657 (414) 243 $ 6,179 $ (2,485) $ 3,694 December 31, 2022 Weighted Average Remaining Amortization Useful Lives Gross Carrying Accumulated Net Carrying Non-compete agreements 2.6 $ 118 $ (85) $ 33 Trade name 7.6 1,548 (312) 1,236 Customer lists 4.4 3,857 (1,001) 2,856 Developed technology 1.8 640 (249) 391 $ 6,163 $ (1,647) $ 4,516 Amortization expense for the three and nine months ended September 30, 2023 was $278 and $838, respectively. Intangible assets are amortized on a straight-line basis over their estimated useful lives. No impairment in the value of amortizable intangible assets was recognized during the nine months ended September 30, 2023 and 2022. Estimated future amortization expense for intangible assets for the remainder of the fiscal year ending December 31, 2023, and for each of the next fiscal years are as follows: 2023 $ 279 2024 1,081 2025 822 2026 586 2027 505 Thereafter 421 $ 3,694 The change in the book value of amortizable intangible assets is as follows: January 1, 2023 Beginning Balance Acquisition Amortization Translation and Other September 30, 2023 Ending Balance Non-compete agreements $ 33 $ — $ (9) $ — $ 24 Trade name 1,236 — (150) — 1,086 Customer lists 2,856 — (514) (1) 2,341 Developed technology 391 — (165) 17 243 $ 4,516 $ — $ (838) $ 16 $ 3,694 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Sep. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | COMMITMENTS AND CONTINGENCIES Litigation and Complaints The Company is subject, from time to time, to various claims, lawsuits, contracts disputes, and other complaints from, for example, clients, candidates, suppliers, landlords for both leased and subleased properties, former and current employees, and regulators or tax authorities arising in the ordinary course of business. The Company routinely monitors claims such as these, and records provisions for losses when the claim becomes probable and the amount due is estimable. Although the outcome of these claims cannot be determined, the Company believes that the final resolution of these matters will not have a material adverse effect on the Company’s financial condition, results of operations or liquidity. For matters that reach the threshold of probable and estimable, the Company establishes reserves for legal, regulatory, and other contingent liabilities. The Company did not have any legal reserves as of September 30, 2023 and December 31, 2022. Operating Leases Our office space leases have lease terms of one year to five years. Some of these operating leases include options to extend the lease terms, and some operating leases include options to terminate the leases earlier than the expiration of the full terms. These options are considered in our determination of the valuation of our right-of-use assets and lease liabilities. None of our operating leases include implicit rates, and we have determined that the difference between the contractual cost basis and the present value of lease payments calculated using incremental borrowing rates is not material. Our operating lease costs for the nine months ended September 30, 2023 and 2022 were $877 and $863, respectively (reflected in Net cash used in operating activities). The weighted average remaining lease term of our operating leases as of September 30, 2023 was 2.2 years. As of September 30, 2023, future minimum operating lease payments are as follows: 2023 2024 2025 2026 2027 Total Minimum lease payments $ 147 $ 531 $ 325 $ 91 $ 7 $ 1,101 Invoice Finance Credit Facility On April 8, 2019, the Company’s Australian subsidiary (“Australian Borrower”) entered into an invoice finance credit facility agreement (the “NAB Facility Agreement”) with National Australia Bank Limited (“NAB”). The NAB Facility Agreement provides the Australian Borrower with the ability to borrow funds based on a percentage of eligible trade receivables up to a maximum of 4 million Australian dollars. No receivables have terms greater than 90 days, and any risk of loss is retained by the Australian Borrower. The interest rate is calculated as the variable receivable finance indicator rate, plus a margin of 1.60% per annum. Borrowings under this facility are secured by substantially all of the assets of the Australian Borrower. The NAB Facility Agreement does not have a stated maturity date and can be terminated by either the Australian Borrower or NAB upon 90 days written notice. As of September 30, 2023, there were no amounts outstanding under the NAB Facility Agreement. Interest expense and fees incurred on the NAB Facility Agreement were $4 and $13 for the three and nine months ended September 30, 2023, respectively, and $5 and $14 for the three and nine months ended September 30, 2022, respectively. The NAB Facility Agreement contains various restrictions and covenants for the Australian Borrower including (1) that EBITDA must be at least two times total interest paid on debt on a 12-month rolling basis; (2) minimum tangible net worth must be at least 2.5 million Australian dollars and be equal to at least 25% of total tangible assets on June 30 and December 31 (as defined in the NAB Facility Agreement); and (3) additional periodic reporting requirements to NAB. The Australian Borrower was in compliance with all financial covenants under the NAB Facility Agreement as of September 30, 2023. Amounts borrowed from the NAB Facility may be large, contain short maturities and have quick turnovers. Amounts borrowed and repaid are presented on a net basis on the Condensed Consolidated Statements of Cash Flows. |
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY | 9 Months Ended |
Sep. 30, 2023 | |
Equity [Abstract] | |
STOCKHOLDERS' EQUITY | STOCKHOLDERS ’ EQUITY Common Stock On July 30, 2015, the Company announced that its Board authorized the repurchase of up to $10,000 of the Company ’ s common stock. On August 8, 2023, the Company’s Board of Directors authorized a new stock repurchase program for up to $5,000 of the Company’s outstanding shares of common stock. The Company has repurchased shares from time to time as market conditions warrant. This authorization does not expire. Under the new stock repurchase program, the Company intends to repurchase shares through open market purchases, privately negotiated transactions, block purchases, or otherwise in accordance with applicable federal securities laws, including Rule 10b-18 of the Securities Exchange Act of 1934 (the “Exchange Act”). During the nine months ended September 30, 2023, the Company repurchased a total of 36,842 shares of its common stock on the open market for a cost of $774. Of these shares, 27,277 shares were repurchased under the July 30, 2015 authorization for $573, and 9,565 were repurchased under the August 8, 2023 authorization for $201. In the same period last year, the Company repurchased 32,615 shares of its common stock on the open market for $1,131 under the July 30, 2015 authorization. As of September 30, 2023, under the July 30, 2015 and August 8, 2023 authorizations combined, the Company had repurchased an aggregate of 502,020 shares for a total cost of $10,201, completing the July 30, 2015 authorization and leaving $4,799 available for purchase under the August 8, 2023 authorization. The Company cannot predict when or if it will repurchase any shares of common stock as such stock repurchase program will depend on a number of factors, including constraints specified in any Rule 10b5-1 trading plans, price, general business and market conditions, and alternative investment opportunities. Information regarding share repurchases will be available in the Company’s periodic reports on Form 10-Q and 10-K filed with the Securities and Exchange Commission as required by the applicable rules of the Exchange Act. On October 15, 2018, the Company’s Board of Directors declared a dividend to the Company’s stockholders of record as of the close of business on October 25, 2018 (the “Record Date”), for each outstanding share of the Company’s common stock, of one right (a “Right”) to purchase one one-hundredth of a share of a new series of participating preferred stock of the Company. The terms of the Rights are set forth in the Rights Agreement, dated as of October 15, 2018 (as amended, the “Rights Agreement”), by and between the Company and Computershare Trust Company, N.A., as rights agent (the “Rights Agent”). The Company ’ s stockholders approved the Rights Agreement at the Company’s 2019 Annual Meeting of Stockholders held on May 6, 2019. On September 28, 2021, the Company and the Rights Agent entered into a First Amendment to Rights Agreement (the “Amendment”) that amended the Rights Agreement to extend its term through October 15, 2024. The amendment was approved by the Board on September 28, 2021, subject to stockholder approval, and the Company’s stockholders approved the Amendment at the Company’s 2022 Annual Meeting of Stockholders held on May 17, 2022. Each Right allows its holder to purchase from the Company one one-hundredth of a share of the Company’s Series B Junior Participating Preferred Stock (“Series B Preferred Stock”) for a purchase price of $3.50. Each fractional share of Series B Preferred Stock would give the stockholder approximately the same dividend, voting and liquidation rights as does one share of common stock. Prior to exercise, however, a Right does not give its holder any dividend, voting or liquidation rights. The Board entered into the Rights Agreement in an effort to preserve the value of the Company’s significant U.S. NOLs and other tax benefits. The Company’s ability to utilize its NOLs may be substantially limited if the Company experiences an “ownership change” within the meaning of Section 382 of the Internal Revenue Code of 1986, as amended (the “Code”). In general, an “ownership change” would occur if the percentage of the Company’s ownership by one or more “5-percent shareholders” (as defined in the Code) increases by more than 50 percent over the lowest percentage owned by such stockholders at any time during the prior three years. The Rights Agreement is designed to preserve the Company’s tax benefits by deterring transfers of common stock that could result in an “ownership change” under Section 382 of the Code. The Rights Agreement replaced the Company’s prior rights agreement designed to preserve the value of the Company’s NOLs, which was approved by stockholders in 2015 and expired in accordance with its terms in January 2018. The Company also has a provision in its Amended and Restated Certificate of Incorporation (the “Charter Provision”) which generally prohibits transfers of its common stock that could result in an ownership change. In general terms, the Rights Agreement imposes a significant penalty upon any person or group that acquires beneficial ownership (as defined under the Rights Agreement) of 4.99% or more of the outstanding common stock without the prior approval of the Board (an “Acquiring Person”). Any Rights held by an Acquiring Person are void and may not be exercised. The Rights will not be exercisable until the earlier of (i) 10 days after a public announcement by the Company that a person or group has become an Acquiring Person; and (ii) 10 business days (or a later date determined by the Board) after a person or group begins a tender or an exchange offer that, if completed, would result in that person or group becoming an Acquiring Person. Until the date that the Rights become exercisable (the “Distribution Date”), common stock certificates will also evidence the Rights and will contain a notation to that effect. Any transfer of shares of common stock prior to the Distribution Date will constitute a transfer of the associated Rights. After the Distribution Date, the Rights will separate from the common stock and be evidenced by Right certificates, which the Company will mail to all holders of Rights that have not become void. After the Distribution Date, if a person or group already is or becomes an Acquiring Person, all holders of Rights, except the Acquiring Person, may exercise their Rights upon payment of the purchase price to purchase shares of common stock (or other securities or assets as determined by the Board) with a market value of two times the purchase price (a “Flip-in Event”). After the Distribution Date, if a Flip-in Event has already occurred and the Company is acquired in a merger or similar transaction, all holders of Rights, except the Acquiring Person, may exercise their Rights upon payment of the purchase price, to purchase shares of the acquiring or other appropriate entity with a market value of two times the purchase price of the Rights. Rights may be exercised to purchase Series B Preferred Stock only after the Distribution Date occurs and prior to the occurrence of a Flip-in Event as described above. A Distribution Date resulting from the commencement of a tender offer or an exchange offer as described in the second bullet point above could precede the occurrence of a Flip-in Event, in which case the Rights could be exercised to purchase Series B Preferred Stock. A Distribution Date resulting from any occurrence described in the first bullet point above would necessarily follow the occurrence of a Flip-in Event, in which case the Rights could be exercised to purchase shares of common stock (or other securities or assets) as described above. The Rights will expire on the earliest of (i) October 15, 2024, or such earlier date as of which the Board determines that the Rights Agreement is no longer necessary for the preservation of the Company’s tax benefits, (ii) the time at which the Rights are redeemed, (iii) the time at which the Rights are exchanged, (iv) the effective time of the repeal of Section 382 of the Code if the Board determines that the Rights Agreement is no longer necessary for the preservation of the Company’s tax benefits, and (v) the first day of a taxable year to which the Board determines that no NOLs or other tax benefits may be carried forward. The Board may redeem all (but not less than all) of the Rights for a redemption price of $0.001 per Right at any time before the later of the Distribution Date and the date of the first public announcement or disclosure by the Company that a person or group has become an Acquiring Person. Once the Rights are redeemed, the right to exercise the Rights will terminate, and the only right of the holders of such Rights will be to receive the redemption price. The Board may adjust the purchase price of the Series B Preferred Stock, the number of shares of Series B Preferred Stock issuable and the number of outstanding Rights to prevent dilution that may occur as a result of certain events, including, among others, a stock dividend, a stock split or a reclassification of the Series B Preferred Stock or common stock. |
SEGMENT AND GEOGRAPHIC DATA
SEGMENT AND GEOGRAPHIC DATA | 9 Months Ended |
Sep. 30, 2023 | |
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 for the three reportable segments and pertain to certain functions, such as executive management, corporate governance, investor relations, legal, accounting, tax, and treasury. A portion of these expenses are attributed to the reportable segments for providing the above services to them, and have been allocated to the segments as management service expenses, and are included in the segments’ non-operating other income (expense). Segment information is presented in accordance with ASC 280, “ Segment Reporting. ” This standard is based on a management approach that requires segmentation based upon the Company’s internal organization and disclosure of revenue and certain expenses based upon internal accounting methods. The Company’s financial reporting systems present various data for management to run the business, including internal profit and loss statements prepared on a basis not consistent with U.S. GAAP. Accounts receivable and long-lived assets are the only significant asset separated by segment for internal reporting purposes. Americas Asia Pacific Europe Corporate Inter-Segment Elimination Total For The Three Months Ended September 30, 2023 Revenue, from external customers $ 7,167 $ 26,106 $ 6,125 $ — $ — $ 39,398 Inter-segment revenue 119 — 18 — (137) — Total revenue $ 7,286 $ 26,106 $ 6,143 $ — $ (137) $ 39,398 Adjusted net revenue, from external customers (a) $ 6,854 $ 8,694 $ 3,822 $ — $ — $ 19,370 Inter-segment adjusted net revenue 119 (109) (19) — 9 — Total adjusted net revenue $ 6,973 $ 8,585 $ 3,803 $ — $ 9 $ 19,370 EBITDA (loss) (b) $ 20 $ 1,890 $ (300) $ (363) $ — $ 1,247 Depreciation and amortization (313) (52) (7) (2) — (374) Intercompany dividend/interest (expense) income, net — (128) — 128 — — Interest income, net — 2 — 88 — 90 Provision for income taxes (44) (520) 26 108 — (430) Net income (loss) $ (337) $ 1,192 $ (281) $ (41) $ — $ 533 For The Nine Months Ended September 30, 2023 Revenue, from external customers $ 25,008 $ 81,784 $ 20,575 $ — $ — $ 127,367 Inter-segment revenue 230 — (6) — (224) — Total revenue $ 25,238 $ 81,784 $ 20,569 $ — $ (224) $ 127,367 Adjusted net revenue, from external customers (a) $ 24,097 $ 26,734 $ 12,886 $ — $ — $ 63,717 Inter-segment adjusted net revenue 230 (147) (66) — (17) — Total adjusted net revenue $ 24,327 $ 26,587 $ 12,820 $ — $ (17) $ 63,717 EBITDA (loss) (b) $ (876) $ 5,455 $ 995 $ (2,169) $ — $ 3,405 Depreciation and amortization (936) (111) (22) (7) — (1,076) Intercompany dividend/interest (expense) income, net — (375) 1,218 375 (1,218) — Interest income, net — 6 — 278 — 284 Provision for income taxes 111 (1,440) (387) 568 — (1,148) Net income (loss) $ (1,701) $ 3,535 $ 1,804 $ (955) $ (1,218) $ 1,465 As of September 30, 2023 Accounts receivable, net $ 6,020 $ 12,674 $ 6,195 $ — $ — $ 24,889 Long-lived assets, net of accumulated depreciation and amortization (c) $ 8,119 $ 867 $ 39 $ 18 $ — $ 9,043 Total assets $ 18,594 $ 23,759 $ 9,912 $ 8,491 $ — $ 60,756 Americas Asia Pacific Europe Corporate Inter- Total For The Three Months Ended September 30, 2022 Revenue, from external customers $ 12,555 $ 29,965 $ 6,166 $ — $ — $ 48,686 Inter-segment revenue 113 4 11 — (128) — Total revenue $ 12,668 $ 29,969 $ 6,177 $ — $ (128) $ 48,686 Adjusted net revenue, from external customers (a) $ 11,926 $ 8,324 $ 3,949 $ — $ — $ 24,199 Inter-segment adjusted net revenue 113 (93) 10 — (30) — Total adjusted net revenue (a) $ 12,039 $ 8,231 $ 3,959 $ — $ (30) $ 24,199 EBITDA (loss) (b) $ 810 $ 1,244 $ 279 $ (705) $ — $ 1,628 Depreciation and amortization (334) (14) (7) (1) — (356) Intercompany (expense) interest income, net — (99) 2,793 2,881 (5,575) — Interest (expense) income, net — — — 23 — 23 Provision for income taxes (31) (307) (7) 5 — (340) Net income (loss) $ 445 $ 824 $ 3,058 $ 2,203 $ (5,575) $ 955 For The Nine Months Ended September 30, 2022 Revenue, from external customers $ 41,581 $ 91,042 $ 24,703 $ — $ — $ 157,326 Inter-segment revenue 212 16 49 — (277) — Total revenue $ 41,793 $ 91,058 $ 24,752 $ — $ (277) $ 157,326 Adjusted net revenue, from external customers (a) $ 39,437 $ 25,711 $ 11,898 $ — $ — $ 77,046 Inter-segment adjusted net revenue 174 (146) (2) — (26) — Total adjusted net revenue $ 39,611 $ 25,565 $ 11,896 $ — $ (26) $ 77,046 EBITDA (loss) (b) $ 5,515 $ 5,533 $ 977 $ (2,312) $ — $ 9,713 Depreciation and amortization (960) (34) (20) (3) — (1,017) Intercompany (expense) interest income, net — (255) 4,007 4,256 (8,008) — Interest (expense) income, net — 2 — 26 — 28 (Provision for) benefit from income taxes (99) (1,382) (83) (93) — (1,657) Net income (loss) $ 4,456 $ 3,864 $ 4,881 $ 1,874 $ (8,008) $ 7,067 As of December 31, 2022 Accounts receivable, net $ 9,015 $ 10,900 $ 6,355 $ — $ — $ 26,270 Long-lived assets, net of accumulated depreciation and amortization (c) $ 9,027 $ 963 $ 49 $ 25 $ — $ 10,064 Total assets $ 23,775 $ 23,662 $ 9,568 $ 10,937 $ — $ 67,942 (a) Adjusted net revenue is net of the Direct contracting costs and reimbursed expenses caption on the Condensed Consolidated Statements of Operations. Direct contracting costs and reimbursed expenses include the direct staffing costs of salaries, payroll taxes, employee benefits, travel expenses, and insurance costs for the Company’s contractors and reimbursed out-of-pocket expenses and other direct costs. The region where services are provided, the mix of RPO and contracting, and the functional nature of the staffing services provided can affect operating income and EBITDA. The salaries, commissions, payroll taxes, and employee benefits related to recruitment professionals are included under the caption “Salaries and related” in the Consolidated Statements of Operations. (b) SEC Regulation S-K Item 229.10(e)1(ii)(A) defines EBITDA as earnings before interest, taxes, depreciation and amortization. EBITDA is presented to provide additional information to investors about the Company’s operations on a basis consistent with the measures that the Company uses to manage its operations and evaluate its performance. Management also uses this measurement to evaluate working capital requirements. EBITDA should not be considered in isolation or as a substitute for operating income and net income prepared in accordance with U.S. GAAP or as a measure of the Company’s profitability. (c) Comprised of property and equipment, intangible assets and goodwill, net of accumulated depreciation and amortization. Geographic Data Reporting A summary of revenues for the three and nine months ended September 30, 2023 and 2022 and net assets by geographic area as of September 30, 2023 and 2022 and as of December 31, 2022, were as follows: Australia United United Other Total For The Three Months Ended September 30, 2023 Revenue (a) $ 23,620 $ 6,706 $ 5,807 $ 3,265 $ 39,398 For The Three Months Ended September 30, 2022 Revenue (a) $ 27,113 $ 11,839 $ 5,822 $ 3,912 $ 48,686 For The Nine Months Ended September 30, 2023 Revenue (a) $ 73,414 $ 23,501 $ 19,503 $ 10,949 $ 127,367 For The Nine Months Ended September 30, 2022 Revenue (a) $ 82,223 $ 39,600 $ 23,542 $ 11,961 $ 157,326 As of September 30, 2023 Long-lived assets, net of accumulated depreciation and amortization (b) $ 54 $ 8,137 $ 39 $ 813 $ 9,043 Net assets $ 11,846 $ 22,957 $ 4,401 $ 7,432 $ 46,636 As of December 31, 2022 Long-lived assets, net of accumulated depreciation and amortization (b) $ 74 $ 9,070 $ 49 $ 871 $ 10,064 Net assets $ 8,744 $ 25,204 $ 3,529 $ 8,315 $ 45,792 (a) Revenue by geographic region disclosed above is net of any inter-segment revenue and, therefore, represents only revenue from external customers according to the location of the operating subsidiary. (b) Comprised of property and equipment, intangible assets and goodwill, net of accumulated depreciation and amortization. |
STOCKHOLDER RIGHTS PLAN
STOCKHOLDER RIGHTS PLAN | 9 Months Ended |
Sep. 30, 2023 | |
Stockholder Rights Plan [Abstract] | |
Stockholders' Rights Plan | STOCKHOLDERS ’ EQUITY Common Stock On July 30, 2015, the Company announced that its Board authorized the repurchase of up to $10,000 of the Company ’ s common stock. On August 8, 2023, the Company’s Board of Directors authorized a new stock repurchase program for up to $5,000 of the Company’s outstanding shares of common stock. The Company has repurchased shares from time to time as market conditions warrant. This authorization does not expire. Under the new stock repurchase program, the Company intends to repurchase shares through open market purchases, privately negotiated transactions, block purchases, or otherwise in accordance with applicable federal securities laws, including Rule 10b-18 of the Securities Exchange Act of 1934 (the “Exchange Act”). During the nine months ended September 30, 2023, the Company repurchased a total of 36,842 shares of its common stock on the open market for a cost of $774. Of these shares, 27,277 shares were repurchased under the July 30, 2015 authorization for $573, and 9,565 were repurchased under the August 8, 2023 authorization for $201. In the same period last year, the Company repurchased 32,615 shares of its common stock on the open market for $1,131 under the July 30, 2015 authorization. As of September 30, 2023, under the July 30, 2015 and August 8, 2023 authorizations combined, the Company had repurchased an aggregate of 502,020 shares for a total cost of $10,201, completing the July 30, 2015 authorization and leaving $4,799 available for purchase under the August 8, 2023 authorization. The Company cannot predict when or if it will repurchase any shares of common stock as such stock repurchase program will depend on a number of factors, including constraints specified in any Rule 10b5-1 trading plans, price, general business and market conditions, and alternative investment opportunities. Information regarding share repurchases will be available in the Company’s periodic reports on Form 10-Q and 10-K filed with the Securities and Exchange Commission as required by the applicable rules of the Exchange Act. On October 15, 2018, the Company’s Board of Directors declared a dividend to the Company’s stockholders of record as of the close of business on October 25, 2018 (the “Record Date”), for each outstanding share of the Company’s common stock, of one right (a “Right”) to purchase one one-hundredth of a share of a new series of participating preferred stock of the Company. The terms of the Rights are set forth in the Rights Agreement, dated as of October 15, 2018 (as amended, the “Rights Agreement”), by and between the Company and Computershare Trust Company, N.A., as rights agent (the “Rights Agent”). The Company ’ s stockholders approved the Rights Agreement at the Company’s 2019 Annual Meeting of Stockholders held on May 6, 2019. On September 28, 2021, the Company and the Rights Agent entered into a First Amendment to Rights Agreement (the “Amendment”) that amended the Rights Agreement to extend its term through October 15, 2024. The amendment was approved by the Board on September 28, 2021, subject to stockholder approval, and the Company’s stockholders approved the Amendment at the Company’s 2022 Annual Meeting of Stockholders held on May 17, 2022. Each Right allows its holder to purchase from the Company one one-hundredth of a share of the Company’s Series B Junior Participating Preferred Stock (“Series B Preferred Stock”) for a purchase price of $3.50. Each fractional share of Series B Preferred Stock would give the stockholder approximately the same dividend, voting and liquidation rights as does one share of common stock. Prior to exercise, however, a Right does not give its holder any dividend, voting or liquidation rights. The Board entered into the Rights Agreement in an effort to preserve the value of the Company’s significant U.S. NOLs and other tax benefits. The Company’s ability to utilize its NOLs may be substantially limited if the Company experiences an “ownership change” within the meaning of Section 382 of the Internal Revenue Code of 1986, as amended (the “Code”). In general, an “ownership change” would occur if the percentage of the Company’s ownership by one or more “5-percent shareholders” (as defined in the Code) increases by more than 50 percent over the lowest percentage owned by such stockholders at any time during the prior three years. The Rights Agreement is designed to preserve the Company’s tax benefits by deterring transfers of common stock that could result in an “ownership change” under Section 382 of the Code. The Rights Agreement replaced the Company’s prior rights agreement designed to preserve the value of the Company’s NOLs, which was approved by stockholders in 2015 and expired in accordance with its terms in January 2018. The Company also has a provision in its Amended and Restated Certificate of Incorporation (the “Charter Provision”) which generally prohibits transfers of its common stock that could result in an ownership change. In general terms, the Rights Agreement imposes a significant penalty upon any person or group that acquires beneficial ownership (as defined under the Rights Agreement) of 4.99% or more of the outstanding common stock without the prior approval of the Board (an “Acquiring Person”). Any Rights held by an Acquiring Person are void and may not be exercised. The Rights will not be exercisable until the earlier of (i) 10 days after a public announcement by the Company that a person or group has become an Acquiring Person; and (ii) 10 business days (or a later date determined by the Board) after a person or group begins a tender or an exchange offer that, if completed, would result in that person or group becoming an Acquiring Person. Until the date that the Rights become exercisable (the “Distribution Date”), common stock certificates will also evidence the Rights and will contain a notation to that effect. Any transfer of shares of common stock prior to the Distribution Date will constitute a transfer of the associated Rights. After the Distribution Date, the Rights will separate from the common stock and be evidenced by Right certificates, which the Company will mail to all holders of Rights that have not become void. After the Distribution Date, if a person or group already is or becomes an Acquiring Person, all holders of Rights, except the Acquiring Person, may exercise their Rights upon payment of the purchase price to purchase shares of common stock (or other securities or assets as determined by the Board) with a market value of two times the purchase price (a “Flip-in Event”). After the Distribution Date, if a Flip-in Event has already occurred and the Company is acquired in a merger or similar transaction, all holders of Rights, except the Acquiring Person, may exercise their Rights upon payment of the purchase price, to purchase shares of the acquiring or other appropriate entity with a market value of two times the purchase price of the Rights. Rights may be exercised to purchase Series B Preferred Stock only after the Distribution Date occurs and prior to the occurrence of a Flip-in Event as described above. A Distribution Date resulting from the commencement of a tender offer or an exchange offer as described in the second bullet point above could precede the occurrence of a Flip-in Event, in which case the Rights could be exercised to purchase Series B Preferred Stock. A Distribution Date resulting from any occurrence described in the first bullet point above would necessarily follow the occurrence of a Flip-in Event, in which case the Rights could be exercised to purchase shares of common stock (or other securities or assets) as described above. The Rights will expire on the earliest of (i) October 15, 2024, or such earlier date as of which the Board determines that the Rights Agreement is no longer necessary for the preservation of the Company’s tax benefits, (ii) the time at which the Rights are redeemed, (iii) the time at which the Rights are exchanged, (iv) the effective time of the repeal of Section 382 of the Code if the Board determines that the Rights Agreement is no longer necessary for the preservation of the Company’s tax benefits, and (v) the first day of a taxable year to which the Board determines that no NOLs or other tax benefits may be carried forward. The Board may redeem all (but not less than all) of the Rights for a redemption price of $0.001 per Right at any time before the later of the Distribution Date and the date of the first public announcement or disclosure by the Company that a person or group has become an Acquiring Person. Once the Rights are redeemed, the right to exercise the Rights will terminate, and the only right of the holders of such Rights will be to receive the redemption price. The Board may adjust the purchase price of the Series B Preferred Stock, the number of shares of Series B Preferred Stock issuable and the number of outstanding Rights to prevent dilution that may occur as a result of certain events, including, among others, a stock dividend, a stock split or a reclassification of the Series B Preferred Stock or common stock. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 9 Months Ended |
Sep. 30, 2023 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | SUBSEQUENT EVENT |
Equity
Equity | 9 Months Ended |
Sep. 30, 2023 | |
Equity [Abstract] | |
Shelf Registration statement | SHELF REGISTRATION STATEMENTOn June 30, 2022, the Company filed a shelf registration on Form S-3 with the SEC. Under the Form S-3, the Company may offer, issue and sell, from time to time, in one or more offerings and series, together or separately, shares of its common stock, shares of preferred stock, debt securities, subscription rights, purchase contracts, or units, which together shall have an aggregate initial offering price not to exceed $100,000,000. The registration statement was declared effective by the SEC on July 26, 2022. As of September 30, 2023, no securities had been offered or issued under the registration statement. |
Comprehensive Text Block List (
Comprehensive Text Block List (Policies) | 9 Months Ended |
Sep. 30, 2023 | |
Text Block [Abstract] | |
Adoption of New Accounting Pronouncements | Adoption of New Accounting Pronouncements On January 1, 2023, the Company adopted Accounting Standards Update (“ASU”) 2016-13, “Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments”. This update was issued by the Financial Accounting Standards Board (the “FASB”) in June 2016. This standard requires an impairment model (known as the current expected credit loss (“CECL”) model) and replaces the methodology that recognizes impairment of financial instruments when losses have been incurred with a methodology that recognizes impairment of financial instruments when losses are expected. The new standard requires entities to use a forward-looking “expected loss” model for most financial instruments, including accounts receivable and unbilled services that is based on historical information, current information, and reasonable and supportable forecasts. As a result of adopting the new standard, the Company recognized a cumulative increase to allowances for accounts receivable and unbilled services and a reduction to the 2023 opening balance of retained earnings of $51. Comparative periods prior to the adoption of this standard and their respective disclosures have not been adjusted. The adoption of ASU 2016-13 did not have a material impact on the Company’s Condensed Consolidated Financial Statements. |
REVENUE RECOGNITION (Tables)
REVENUE RECOGNITION (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Disaggregation of Revenue | The following table presents our disaggregated revenues by revenue source. For additional information on the revenues by geographical segment, see Note 14 to the Condensed Consolidated Financial Statements. Three Months Ended 2023 2022 RPO $ 18,876 $ 23,801 Contracting 20,522 24,885 Total Revenue $ 39,398 $ 48,686 Nine Months Ended 2023 2022 RPO $ 62,316 $ 75,775 Contracting 65,051 81,551 Total Revenue $ 127,367 $ 157,326 |
ACCOUNT RECEIVABLE, NET (Tables
ACCOUNT RECEIVABLE, NET (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Receivables [Abstract] | |
Accounts Receivable, Allowance for Credit Loss | The following table summarizes the components of “Accounts receivable, net” as presented on the Condensed Consolidated Balance Sheets: September 30, December 31, Accounts Receivable: 2023 2022 Billed receivables $ 19,011 $ 17,798 Unbilled receivables 6,024 8,523 Accounts Receivable, Gross $ 25,035 $ 26,321 Allowance for expected credit losses (146) (51) Accounts Receivable, Net $ 24,889 $ 26,270 The following table summarizes the total provision for expected credit losses and write-offs: Three Months Ended Nine Months Ended 2023 2022 2023 2022 Beginning balance $ 102 $ 64 $ 51 $ 196 Provision for expected credit losses 44 15 44 26 Write-offs — (28) — (171) Cumulative-effect adjustment from adoption of ASU 2016-13, Credit Losses — — 51 — Ending Balance $ 146 $ 51 $ 146 $ 51 |
ACQUISITION (Tables)
ACQUISITION (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Business Combinations [Abstract] | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | Below is a summary of the fair value of the net assets acquired on the acquisition date based on internal valuations at the date of the HnB Acquisition. Fair Value Assets Acquired: Cash and cash equivalents $ 314 Accounts receivable 80 Prepaid expenses and other assets 77 Property and equipment 35 Intangible assets 150 Goodwill 687 Assets Acquired $ 1,343 Liabilities Assumed: Accrued expenses and other current liabilities $ 20 Other long-term liabilities 63 Liabilities Assumed $ 83 Fair value of consideration transferred $ 1,260 Fair Value Assets Acquired: Cash and cash equivalents $ 737 Accounts receivable 1,521 Restricted cash, current 50 Prepaid expenses and other assets 177 Property and equipment 119 Operating lease right-of-use assets 100 Restricted cash 3 Other long-term assets 19 Intangible assets 4,540 Goodwill 2,131 Assets Acquired $ 9,397 Liabilities Assumed: Accrued expenses and other current liabilities $ 436 Operating lease obligations, current 88 Operating lease obligations, non-current 12 Other long-term liabilities 188 Liabilities Assumed $ 724 Fair value of consideration transferred $ 8,673 |
Schedule of Finite-Lived Intangible Assets Acquired as Part of Business Combination | The following table sets forth the components of identifiable intangible assets acquired and their estimated useful lives on the date of the HnB Acquisition. Fair Value Useful Life Non-compete agreements $ 40 3 years Customer lists 60 3 years Trade name 50 5 years Total identifiable assets $ 150 the Karani A cquisition. Fair Value Useful Life Developed technology $ 640 3 years Customer lists 2,800 6 years Trade name 1,100 10 years Total identifiable assets $ 4,540 |
Business Acquisition, Pro Forma Information | The following unaudited consolidated pro forma information gives effect to the acquisition of HnB as if the transaction had occurred on January 1, 2022. September 30, 2022 Three Months Ended Nine Months Ended Revenue $ 48,761 $ 157,562 Net income $ 987 $ 7,120 |
STOCK-BASED COMPENSATION (Table
STOCK-BASED COMPENSATION (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Restricted stock unit, vesting information | A summary of the quantity and vesting conditions for stock-based units granted to the Company ’ s employees for the nine months ended September 30, 2023 was as follows: Vesting conditions Number of Restricted Stock Units Granted Performance and service conditions - Type 1 (1) (2) 7,736 Performance and service conditions - Type 2 (1) (2) 21,105 Total shares of stock award granted 28,841 (1) The performance conditions with respect to restricted stock units may be satisfied as follows: (a) For grants to Corporate office employees subject to 2023 performance conditions, 100% of the restricted stock units may be earned on the basis of performance as measured by a “group adjusted EBITDA”. (2) To the extent restricted stock units are earned, such restricted stock units will vest on the basis of service as follows: (a) 33% and 66.6% for Type 1 and Type 2, respectively, of the restricted stock units will vest on the first anniversary of the grant date; (b) 33% and 16.7% for Type 1 and Type 2, respectively, of the restricted stock units will vest on the second anniversary of the grant date; and (c) 34% and 16.7% for Type 1 and Type 2, respectively, of the restricted stock units will vest on the third anniversary of the grant date; provided that, in each case, the employee remains employed by the Company from the grant date through the applicable service vesting date. |
Schedule of stock-based compensation expense | For the three and nine months ended September 30, 2023 and 2022, the Company’s stock-based compensation expense related to restricted stock units and restricted shares of common stock were as follows: Three Months Ended Nine Months Ended 2023 2022 2023 2022 Restricted shares of common stock $ — $ 17 $ 16 $ 91 Restricted stock units 131 528 971 1,695 Total $ 131 $ 545 $ 987 $ 1,786 |
Changes in restricted stock units and shares | Changes in the Company’s restricted stock units for the nine months ended September 30, 2023 and 2022 were as follows: Nine Months Ended September 30, 2023 Performance-based Time-based/Director Total Number of Shares of Restricted Stock Units Weighted Average Grant-Date Fair Value Number of Shares of Restricted Stock Units Weighted Average Grant-Date Fair Value Number of Shares of Restricted Stock Units Weighted Average Grant-Date Fair Value Unvested restricted stock units at January 1, 2023 130,186 $ 23.56 33,390 $ 20.31 163,576 $ 22.89 Granted 28,841 $ 22.27 5,648 $ 21.00 34,489 $ 22.06 Shares earned above target (a) 3,940 $ 35.72 — $ — 3,940 $ 35.72 Vested (58,834) $ 22.10 (16,291) $ 19.46 (75,125) $ 21.53 Forfeited (8,869) $ 35.10 (2,380) $ 14.54 (11,249) $ 30.75 Unvested restricted stock units at September 30, 2023 95,264 $ 23.49 20,367 $ 21.86 115,631 $ 23.20 (a) The number of shares earned above target are based on the performance target established by the Compensation Committee at the initial grant date. (a) The number of shares earned above target are based on the performance targets established by the Compensation Committee at the initial grant date. Nine Months Ended September 30, 2022 Performance-based Time-based/Director Total Number of Shares of Restricted Stock Units Weighted Average Grant-Date Fair Value Number of Shares of Restricted Stock Units Weighted Average Grant-Date Fair Value Number of Shares of Restricted Stock Units Weighted Average Grant-Date Fair Value Unvested restricted stock units at January 1, 2022 121,393 $ 15.88 46,500 $ 17.15 167,893 $ 16.23 Granted 50,160 $ 35.37 13,571 $ 37.67 63,731 $ 35.86 Shares earned above target (a) 36,884 $ 16.70 — $ — 36,884 $ 16.70 Vested (78,251) $ 15.99 (18,056) $ 25.87 (96,307) $ 17.84 Forfeited — $ — (3,675) $ 16.04 (3,675) $ 16.04 Unvested restricted stock units at September 30, 2022 130,186 $ 23.56 38,340 $ 20.41 168,526 $ 22.84 (a) The number of shares earned above target are based on the performance targets established by the Compensation Committee at the initial grant date. (a) The number of shares earned above target are based on the performance target established by the Compensation Committee at the initial grant date. Nine Months Ended 2023 2022 Number of Weighted Number of Weighted Unvested restricted shares of common stock at January 1 17,410 $ 9.57 34,818 $ 9.57 Vested (17,410) $ 9.57 (17,408) $ 9.57 Unvested restricted shares of common stock at September 30, — $ — 17,410 $ 9.57 |
EARNINGS (LOSS) PER SHARE (Tabl
EARNINGS (LOSS) PER SHARE (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
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 per share calculations for the three and nine months ended September 30, 2023 and 2022 were as follows: Three Months Ended Nine Months Ended 2023 2022 2023 2022 Earnings per share (“EPS”): Basic $ 0.17 $ 0.31 $ 0.48 $ 2.35 Diluted $ 0.17 $ 0.30 $ 0.47 $ 2.25 EPS numerator - basic and diluted: Net income $ 533 $ 955 $ 1,465 $ 7,067 EPS denominator (in thousands): Weighted average common stock outstanding - basic 3,068 3,034 3,062 3,010 Common stock equivalents: restricted stock units and restricted shares of common stock 73 116 72 128 Weighted average number of common stock outstanding - diluted 3,141 3,150 3,134 3,138 |
Schedule of antidilutive securities excluded from computation of earnings per share | The weighted average number of shares outstanding used in the computation of diluted net earnings per share for the three and nine months ended September 30, 2023 and 2022 did not include the effect of the following potentially outstanding shares of common stock because the effect would have been anti-dilutive: Three Months Ended Nine Months Ended 2023 2022 2023 2022 Unvested restricted shares of common stock — — — — Unvested restricted stock units — 22,540 300 17,750 Total — 22,540 300 17,750 |
GOODWILL AND INTANGIBLE ASSETS
GOODWILL AND INTANGIBLE ASSETS (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of goodwill | For the nine months ended September 30, 2023 and the twelve months ended December 31, 2022, the changes in carrying amount of goodwill were as follows: Carrying Value 2023 Goodwill, January 1, $ 4,875 Acquisition — Currency translation (4) Goodwill, September 30, 2023 $ 4,871 Carrying Value 2022 Goodwill, January 1, $ 4,219 Acquisition 687 Currency translation (31) Goodwill, December 31, 2022 $ 4,875 |
Schedule of Finite-Lived Intangible Assets | September 30, 2023 Weighted Average Remaining Amortization Useful Lives Gross Carrying Accumulated Net Carrying Non-compete agreements 1.9 $ 118 $ (94) $ 24 Trade name 7.0 1,547 (461) 1,086 Customer lists 3.7 3,857 (1,516) 2,341 Developed technology 1.2 657 (414) 243 $ 6,179 $ (2,485) $ 3,694 December 31, 2022 Weighted Average Remaining Amortization Useful Lives Gross Carrying Accumulated Net Carrying Non-compete agreements 2.6 $ 118 $ (85) $ 33 Trade name 7.6 1,548 (312) 1,236 Customer lists 4.4 3,857 (1,001) 2,856 Developed technology 1.8 640 (249) 391 $ 6,163 $ (1,647) $ 4,516 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense | Estimated future amortization expense for intangible assets for the remainder of the fiscal year ending December 31, 2023, and for each of the next fiscal years are as follows: 2023 $ 279 2024 1,081 2025 822 2026 586 2027 505 Thereafter 421 $ 3,694 |
Schedule of Amortization Intangible Assets | The change in the book value of amortizable intangible assets is as follows: January 1, 2023 Beginning Balance Acquisition Amortization Translation and Other September 30, 2023 Ending Balance Non-compete agreements $ 33 $ — $ (9) $ — $ 24 Trade name 1,236 — (150) — 1,086 Customer lists 2,856 — (514) (1) 2,341 Developed technology 391 — (165) 17 243 $ 4,516 $ — $ (838) $ 16 $ 3,694 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Lessee, Operating Lease, Liability, Maturity | As of September 30, 2023, future minimum operating lease payments are as follows: 2023 2024 2025 2026 2027 Total Minimum lease payments $ 147 $ 531 $ 325 $ 91 $ 7 $ 1,101 |
SEGMENT AND GEOGRAPHIC DATA (Ta
SEGMENT AND GEOGRAPHIC DATA (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Segment Reporting [Abstract] | |
Schedule of segment reporting information | Americas Asia Pacific Europe Corporate Inter-Segment Elimination Total For The Three Months Ended September 30, 2023 Revenue, from external customers $ 7,167 $ 26,106 $ 6,125 $ — $ — $ 39,398 Inter-segment revenue 119 — 18 — (137) — Total revenue $ 7,286 $ 26,106 $ 6,143 $ — $ (137) $ 39,398 Adjusted net revenue, from external customers (a) $ 6,854 $ 8,694 $ 3,822 $ — $ — $ 19,370 Inter-segment adjusted net revenue 119 (109) (19) — 9 — Total adjusted net revenue $ 6,973 $ 8,585 $ 3,803 $ — $ 9 $ 19,370 EBITDA (loss) (b) $ 20 $ 1,890 $ (300) $ (363) $ — $ 1,247 Depreciation and amortization (313) (52) (7) (2) — (374) Intercompany dividend/interest (expense) income, net — (128) — 128 — — Interest income, net — 2 — 88 — 90 Provision for income taxes (44) (520) 26 108 — (430) Net income (loss) $ (337) $ 1,192 $ (281) $ (41) $ — $ 533 For The Nine Months Ended September 30, 2023 Revenue, from external customers $ 25,008 $ 81,784 $ 20,575 $ — $ — $ 127,367 Inter-segment revenue 230 — (6) — (224) — Total revenue $ 25,238 $ 81,784 $ 20,569 $ — $ (224) $ 127,367 Adjusted net revenue, from external customers (a) $ 24,097 $ 26,734 $ 12,886 $ — $ — $ 63,717 Inter-segment adjusted net revenue 230 (147) (66) — (17) — Total adjusted net revenue $ 24,327 $ 26,587 $ 12,820 $ — $ (17) $ 63,717 EBITDA (loss) (b) $ (876) $ 5,455 $ 995 $ (2,169) $ — $ 3,405 Depreciation and amortization (936) (111) (22) (7) — (1,076) Intercompany dividend/interest (expense) income, net — (375) 1,218 375 (1,218) — Interest income, net — 6 — 278 — 284 Provision for income taxes 111 (1,440) (387) 568 — (1,148) Net income (loss) $ (1,701) $ 3,535 $ 1,804 $ (955) $ (1,218) $ 1,465 As of September 30, 2023 Accounts receivable, net $ 6,020 $ 12,674 $ 6,195 $ — $ — $ 24,889 Long-lived assets, net of accumulated depreciation and amortization (c) $ 8,119 $ 867 $ 39 $ 18 $ — $ 9,043 Total assets $ 18,594 $ 23,759 $ 9,912 $ 8,491 $ — $ 60,756 Americas Asia Pacific Europe Corporate Inter- Total For The Three Months Ended September 30, 2022 Revenue, from external customers $ 12,555 $ 29,965 $ 6,166 $ — $ — $ 48,686 Inter-segment revenue 113 4 11 — (128) — Total revenue $ 12,668 $ 29,969 $ 6,177 $ — $ (128) $ 48,686 Adjusted net revenue, from external customers (a) $ 11,926 $ 8,324 $ 3,949 $ — $ — $ 24,199 Inter-segment adjusted net revenue 113 (93) 10 — (30) — Total adjusted net revenue (a) $ 12,039 $ 8,231 $ 3,959 $ — $ (30) $ 24,199 EBITDA (loss) (b) $ 810 $ 1,244 $ 279 $ (705) $ — $ 1,628 Depreciation and amortization (334) (14) (7) (1) — (356) Intercompany (expense) interest income, net — (99) 2,793 2,881 (5,575) — Interest (expense) income, net — — — 23 — 23 Provision for income taxes (31) (307) (7) 5 — (340) Net income (loss) $ 445 $ 824 $ 3,058 $ 2,203 $ (5,575) $ 955 For The Nine Months Ended September 30, 2022 Revenue, from external customers $ 41,581 $ 91,042 $ 24,703 $ — $ — $ 157,326 Inter-segment revenue 212 16 49 — (277) — Total revenue $ 41,793 $ 91,058 $ 24,752 $ — $ (277) $ 157,326 Adjusted net revenue, from external customers (a) $ 39,437 $ 25,711 $ 11,898 $ — $ — $ 77,046 Inter-segment adjusted net revenue 174 (146) (2) — (26) — Total adjusted net revenue $ 39,611 $ 25,565 $ 11,896 $ — $ (26) $ 77,046 EBITDA (loss) (b) $ 5,515 $ 5,533 $ 977 $ (2,312) $ — $ 9,713 Depreciation and amortization (960) (34) (20) (3) — (1,017) Intercompany (expense) interest income, net — (255) 4,007 4,256 (8,008) — Interest (expense) income, net — 2 — 26 — 28 (Provision for) benefit from income taxes (99) (1,382) (83) (93) — (1,657) Net income (loss) $ 4,456 $ 3,864 $ 4,881 $ 1,874 $ (8,008) $ 7,067 As of December 31, 2022 Accounts receivable, net $ 9,015 $ 10,900 $ 6,355 $ — $ — $ 26,270 Long-lived assets, net of accumulated depreciation and amortization (c) $ 9,027 $ 963 $ 49 $ 25 $ — $ 10,064 Total assets $ 23,775 $ 23,662 $ 9,568 $ 10,937 $ — $ 67,942 (a) Adjusted net revenue is net of the Direct contracting costs and reimbursed expenses caption on the Condensed Consolidated Statements of Operations. Direct contracting costs and reimbursed expenses include the direct staffing costs of salaries, payroll taxes, employee benefits, travel expenses, and insurance costs for the Company’s contractors and reimbursed out-of-pocket expenses and other direct costs. The region where services are provided, the mix of RPO and contracting, and the functional nature of the staffing services provided can affect operating income and EBITDA. The salaries, commissions, payroll taxes, and employee benefits related to recruitment professionals are included under the caption “Salaries and related” in the Consolidated Statements of Operations. (b) SEC Regulation S-K Item 229.10(e)1(ii)(A) defines EBITDA as earnings before interest, taxes, depreciation and amortization. EBITDA is presented to provide additional information to investors about the Company’s operations on a basis consistent with the measures that the Company uses to manage its operations and evaluate its performance. Management also uses this measurement to evaluate working capital requirements. EBITDA should not be considered in isolation or as a substitute for operating income and net income prepared in accordance with U.S. GAAP or as a measure of the Company’s profitability. (c) Comprised of property and equipment, intangible assets and goodwill, net of accumulated depreciation and amortization. |
Revenue and long-lived assets by geographic area | A summary of revenues for the three and nine months ended September 30, 2023 and 2022 and net assets by geographic area as of September 30, 2023 and 2022 and as of December 31, 2022, were as follows: Australia United United Other Total For The Three Months Ended September 30, 2023 Revenue (a) $ 23,620 $ 6,706 $ 5,807 $ 3,265 $ 39,398 For The Three Months Ended September 30, 2022 Revenue (a) $ 27,113 $ 11,839 $ 5,822 $ 3,912 $ 48,686 For The Nine Months Ended September 30, 2023 Revenue (a) $ 73,414 $ 23,501 $ 19,503 $ 10,949 $ 127,367 For The Nine Months Ended September 30, 2022 Revenue (a) $ 82,223 $ 39,600 $ 23,542 $ 11,961 $ 157,326 As of September 30, 2023 Long-lived assets, net of accumulated depreciation and amortization (b) $ 54 $ 8,137 $ 39 $ 813 $ 9,043 Net assets $ 11,846 $ 22,957 $ 4,401 $ 7,432 $ 46,636 As of December 31, 2022 Long-lived assets, net of accumulated depreciation and amortization (b) $ 74 $ 9,070 $ 49 $ 871 $ 10,064 Net assets $ 8,744 $ 25,204 $ 3,529 $ 8,315 $ 45,792 (a) Revenue by geographic region disclosed above is net of any inter-segment revenue and, therefore, represents only revenue from external customers according to the location of the operating subsidiary. (b) Comprised of property and equipment, intangible assets and goodwill, net of accumulated depreciation and amortization. |
DESCRIPTION OF BUSINESS (Detail
DESCRIPTION OF BUSINESS (Details) | 9 Months Ended |
Sep. 30, 2023 Country Segment | |
Description of Business [Abstract] | |
Number of reportable segments | Segment | 3 |
Number of countries in which entity operates | Country | 14 |
ACCOUNTING PRONOUNCEMENTS (Deta
ACCOUNTING PRONOUNCEMENTS (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Jan. 01, 2023 | Dec. 31, 2022 |
Accounting Policies [Abstract] | |||
Accumulated deficit | $ 425,980 | $ 51 | $ 427,394 |
REVENUE RECOGNITION - Narrative
REVENUE RECOGNITION - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |||||
Revenue | $ 39,398 | $ 48,686 | $ 127,367 | $ 157,326 | |
Bonuses approved and paid | 500 | 6,100 | 500 | 6,100 | |
Deferred revenue | 140 | 140 | $ 170 | ||
Direct contracting costs and reimbursed expenses | $ 20,028 | $ 24,487 | $ 63,650 | $ 80,280 |
REVENUE RECOGNITION - Disaggreg
REVENUE RECOGNITION - Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Disaggregation of Revenue [Line Items] | ||||
Revenue | $ 39,398 | $ 48,686 | $ 127,367 | $ 157,326 |
RPO Recruitment | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 18,876 | 23,801 | 62,316 | 75,775 |
Contracting | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | $ 20,522 | $ 24,885 | $ 65,051 | $ 81,551 |
ACCOUNT RECEIVABLE, NET - Narra
ACCOUNT RECEIVABLE, NET - Narrative (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Receivables [Abstract] | ||
Unbilled receivables | $ 6,024 | $ 8,523 |
ACCOUNT RECEIVABLE, NET - Compo
ACCOUNT RECEIVABLE, NET - Components of Accounts Receivable (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Jun. 30, 2023 | Dec. 31, 2022 | Sep. 30, 2022 | Jun. 30, 2022 | Dec. 31, 2021 |
Receivables [Abstract] | ||||||
Billed receivables | $ 19,011 | $ 17,798 | ||||
Unbilled receivables | 6,024 | 8,523 | ||||
Accounts Receivable, Gross | 25,035 | 26,321 | ||||
Allowance for expected credit losses | (146) | $ (102) | (51) | $ (51) | $ (64) | $ (196) |
Accounts Receivable, Net | $ 24,889 | $ 26,270 |
ACCOUNT RECEIVABLE, NET - Sched
ACCOUNT RECEIVABLE, NET - Schedule of Provision (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Beginning balance | $ 102 | $ 64 | $ 51 | $ 196 |
Provision for expected credit losses | 44 | 15 | 44 | 26 |
Write-offs | 0 | (28) | 0 | (171) |
Ending Balance | 146 | 51 | 146 | 51 |
Accounting Standards Update 2016-13 | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Beginning balance | $ 0 | $ 0 | $ 51 | $ 0 |
ACQUISITION - Narrative (Detail
ACQUISITION - Narrative (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Aug. 19, 2022 USD ($) | Oct. 29, 2021 USD ($) employees | Sep. 30, 2023 USD ($) | Sep. 30, 2022 USD ($) | Sep. 30, 2023 USD ($) | Sep. 30, 2022 USD ($) | |
Business Acquisition [Line Items] | ||||||
Stock-based compensation | $ 131 | $ 545 | $ 987 | $ 1,786 | ||
Salaries and related | 14,335 | 18,897 | $ 49,206 | 56,379 | ||
ACQUISITION | ACQUISITIONS Hunt & Badge Consulting Private Limited On August 19, 2022, the Company entered into a share purchase agreement by and among Hudson RPO Limited, a wholly owned subsidiary of the Company (“HnB Buyer”), Hunt & Badge Consulting Private Limited (“Seller” or “HnB”), and certain principals of HnB, and completed the acquisition by HnB Buyer of all of the membership interests of the Seller (the “HnB Acquisition”). HnB is a provider of recruitment services to customers operating in India. HnB partners with companies of all sizes, including well-known multinationals, across a variety of industries to help meet their talent procurement needs. In connection with the HnB Acquisition, Seller received $1,064 in cash, subject to certain adjustments, at the closing of the HnB Acquisition. Additionally, Seller has a contingent right to receive earn-out payments not to exceed $350 in aggregate payable over an eighteen-month period, subject to the achievement of certain performance thresholds and, the satisfaction of certain conditions. The HnB Acquisition was accounted for as a business combination under the acquisition method of accounting. The purchase price of $1,260, which consists of the amount paid in cash of $1,064, a working capital adjustment of $47, net of an owner receivable of $28, and contingent earn-out payments of up to $350 (which such earn-out payments are contingent upon the achievement of certain revenue milestones through December 2023), was allocated to the net tangible and intangible assets and liabilities based on their fair values on the acquisition date of August 19, 2022, with the excess recorded as goodwill. None of the goodwill is expected to be deductible for tax purposes. The Company’s goodwill represents the expected profit growth over time that is attributable to expanding our footprint and market share in India. The purchase price included $314 of cash and cash equivalents acquired. As of September 30, 2023, the estimated fair value for the contingent earn-out payments that the Company classified as Level 3 in the fair value hierarchy was $150, which is the agreed upon minimum payment. These fair value estimates are based on significant inputs not observed in the market and reflect our own assumptions (forecasted revenue) through December 31, 2023. In determining the fair value of the contingent consideration liability, the Company used an estimate based on a number of possible projections over the earn-out period. Given the short duration of the earn-out period, the fair value of contingent liability was measured on an undiscounted basis. The Company will continue to reassess the fair value of the acquisition-related contingent consideration at each reporting period based on additional information as it becomes available. This contingent consideration will be remeasured quarterly. If, as a result of remeasurement, the value of the contingent consideration changes, any charges or income will be marked to market and included in “Other income (expense), net” on the Company’s Condensed Consolidated Statements of Operations. For the three and nine months ended September 30, 2023, no gains or losses were recognized in earnings for changes in the remeasurement of the contingent consideration. The values assigned to the assets acquired and liabilities assumed are based on the fair value available and may be adjusted during the measurement period of up to 12 months from the date of acquisition as further information becomes available. Excluding the contingent consideration, any changes in the fair values of the assets acquired and liabilities assumed during the measurement period may result in adjustments to goodwill. The Company incurred transaction costs related to the HnB Acquisition of $63 that were expensed as part of “Office and general”. The Company’s accounting for the business combination was completed as of December 31, 2022. The Company’s Consolidated Statements of Operations for the three and nine months ended September 30, 2023 included revenue of $8 and $48, respectively, and net loss of $47 and $76, from HnB, respectively. Below is a summary of the fair value of the net assets acquired on the acquisition date based on internal valuations at the date of the HnB Acquisition. Fair Value Assets Acquired: Cash and cash equivalents $ 314 Accounts receivable 80 Prepaid expenses and other assets 77 Property and equipment 35 Intangible assets 150 Goodwill 687 Assets Acquired $ 1,343 Liabilities Assumed: Accrued expenses and other current liabilities $ 20 Other long-term liabilities 63 Liabilities Assumed $ 83 Fair value of consideration transferred $ 1,260 Intangible assets are amortized on a straight-line basis over their estimated useful lives. The following table sets forth the components of identifiable intangible assets acquired and their estimated useful lives on the date of the HnB Acquisition. Fair Value Useful Life Non-compete agreements $ 40 3 years Customer lists 60 3 years Trade name 50 5 years Total identifiable assets $ 150 Karani, LLC On October 29, 2021, the Company entered into a membership interest purchase agreement (the “MIPA”) by and among the Company, Hudson Global Resources Management, Inc. (“HGRM”), a wholly owned subsidiary of the Company, and Daniel Williams (“Williams”), and completed the acquisition by HGRM of all of the membership interests of Karani, LLC, (the “Karani Acquisition”). Karani, LLC (“Karani”) partners with recruitment and staffing firms to assist with recruiting, sourcing, screening, onboarding, and other talent-related services across a variety of industries to customers primarily located in the United States. On the date of acquisition, Karani had approximately 560 employees in India and 120 employees in the Philippines. As outlined in the MIPA, Williams received (i) $6,805 in cash subject to certain adjustments set forth in the MIPA at the closing of the Karani Acquisition; and (ii) a non-interest bearing promissory note in the aggregate principal amount of $2,000, payable in installments on the six-month and eighteen-month anniversaries of the closing date subject to the satisfaction of certain conditions as further described in the MIPA. There are no employment stipulations for Williams associated with the MIPA. The Karani Acquisition was accounted for as a business combination under the acquisition method of accounting. Th e purchase price of $8,673, which consists of the amount paid in cash of $6,805, a promissory note of $2,000, and a working capital credit of $132, was allocated to the net tangible and intangible assets and liabilities based on their fair values on the acquisition date of October 29, 2021, with the excess recorded as goodwill. None of the goodwill is expected to be deductible for tax purposes. The Company's goodwill represents the expected profit growth over time that is attributable to increasing our footprint and market share in India. The purchase price included $737 of cash and cash equivalents acquired. The Company incurred transaction costs related to the acquisition of approximately $200 that were expensed as part of Office and general on the Consolidated Statements of Operations. In addition to the purchase price, the Company agreed to pay a $250 retention payment to the Chief Financial Officer of Karani, which is classified as compensation expense, recorded on a straight-line basis. The Company's accounting for the business combination was completed as of December 31, 2021. The Company’s Consolidated Statements of Operations for the three and nine months ended September 30, 2023 included revenue of $1,393 and $4,803, and net loss of $296 and $896, respectively, from Karani. Below is a summary of the fair value of the net assets acquired on the acquisition date based on external valuations at the date of the Karani Acquisition. Fair Value Assets Acquired: Cash and cash equivalents $ 737 Accounts receivable 1,521 Restricted cash, current 50 Prepaid expenses and other assets 177 Property and equipment 119 Operating lease right-of-use assets 100 Restricted cash 3 Other long-term assets 19 Intangible assets 4,540 Goodwill 2,131 Assets Acquired $ 9,397 Liabilities Assumed: Accrued expenses and other current liabilities $ 436 Operating lease obligations, current 88 Operating lease obligations, non-current 12 Other long-term liabilities 188 Liabilities Assumed $ 724 Fair value of consideration transferred $ 8,673 Intangible assets are amortized on a straight-line basis over their estimated useful lives. The following table sets forth the components of identifiable intangible assets acquired and their estimated useful lives on the date of the Karani A cquisition. Fair Value Useful Life Developed technology $ 640 3 years Customer lists 2,800 6 years Trade name 1,100 10 years Total identifiable assets $ 4,540 Unaudited Pro Forma Financial Information The following unaudited consolidated pro forma information gives effect to the acquisition of HnB as if the transaction had occurred on January 1, 2022. September 30, 2022 Three Months Ended Nine Months Ended Revenue $ 48,761 $ 157,562 Net income $ 987 $ 7,120 The unaudited pro forma supplemental information provided above is based on estimates and assumptions that the Company believes are reasonable, and reflects the pro forma impact of additional amortization related to the fair value of acquired intangible assets for the three and nine months ended September 30, 2023 and 2022. This supplemental pro forma information has been prepared for comparative purposes and is not intended to reflect what would have occurred had the HnB Acquisition taken place on January 1, 2022. | |||||
Restricted common stock | ||||||
Business Acquisition [Line Items] | ||||||
Stock-based compensation | 0 | $ 17 | $ 16 | $ 91 | ||
HnB Acquisition | ||||||
Business Acquisition [Line Items] | ||||||
Payments to acquire businesses | $ 1,064 | |||||
Contingent consideration payable | 350 | |||||
Consideration transferred | 1,260 | |||||
Business combination, preliminary working capital adjustment | 47 | |||||
Acquired owner receivable | 28 | |||||
Transaction costs | 63 | |||||
Revenue since acquisition date | 8 | 48 | ||||
Earnings (loss) since acquisition date | (47) | (76) | ||||
Fair value of assets acquired and consideration transferred | 1,260 | |||||
Cash and cash equivalents | $ 314 | |||||
HnB Acquisition | Fair Value, Inputs, Level 3 | ||||||
Business Acquisition [Line Items] | ||||||
Contingent consideration payable | 150 | 150 | ||||
Karani, LLC | ||||||
Business Acquisition [Line Items] | ||||||
Payments to acquire businesses | $ 6,805 | |||||
Transaction costs | 200 | |||||
Revenue since acquisition date | 1,393 | 4,803 | ||||
Earnings (loss) since acquisition date | $ (296) | $ (896) | ||||
Promissory note | 2,000 | |||||
Fair value of assets acquired and consideration transferred | 8,673 | |||||
Accrued commissions | (132) | |||||
Cash and cash equivalents | 737 | |||||
Business Combination, Retention Payment | $ 250 | |||||
Karani, LLC | India | ||||||
Business Acquisition [Line Items] | ||||||
Number of employees | employees | 560 | |||||
Karani, LLC | Philippines | ||||||
Business Acquisition [Line Items] | ||||||
Number of employees | employees | 120 |
ACQUISITION - Assets Acquired a
ACQUISITION - Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 | Aug. 19, 2022 | Dec. 31, 2021 | Oct. 29, 2021 |
Business Acquisition [Line Items] | |||||
Goodwill | $ 4,871 | $ 4,875 | $ 4,219 | ||
HnB Acquisition | |||||
Business Acquisition [Line Items] | |||||
Cash and cash equivalents | $ 314 | ||||
Accounts receivable | 80 | ||||
Prepaid expenses and other assets | 77 | ||||
Property and equipment | 35 | ||||
Intangible assets | 150 | ||||
Goodwill | 687 | ||||
Assets Acquired | 1,343 | ||||
Accrued expenses and other current liabilities | 20 | ||||
Other long-term liabilities | 63 | ||||
Liabilities Assumed | 83 | ||||
Fair value of consideration transferred | $ 1,260 | ||||
Karani, LLC | |||||
Business Acquisition [Line Items] | |||||
Cash and cash equivalents | $ 737 | ||||
Accounts receivable | 1,521 | ||||
Restricted cash, current | 50 | ||||
Prepaid expenses and other assets | 177 | ||||
Property and equipment | 119 | ||||
Operating lease right-of-use assets | 100 | ||||
Restricted cash | 3 | ||||
Other long-term assets | 19 | ||||
Intangible assets | 4,540 | ||||
Goodwill | 2,131 | ||||
Assets Acquired | 9,397 | ||||
Accrued expenses and other current liabilities | 436 | ||||
Operating lease obligations, current | 88 | ||||
Operating lease obligations, non-current | 12 | ||||
Other long-term liabilities | 188 | ||||
Liabilities Assumed | 724 | ||||
Fair value of consideration transferred | $ 8,673 |
ACQUISITION - Intangible Assets
ACQUISITION - Intangible Assets Acquired (Details) - USD ($) $ in Thousands | Aug. 19, 2022 | Oct. 29, 2021 |
HnB Acquisition | ||
Business Acquisition [Line Items] | ||
Intangible assets acquired | $ 150 | |
Karani, LLC | ||
Business Acquisition [Line Items] | ||
Intangible assets acquired | $ 4,540 | |
Non-compete agreements | HnB Acquisition | ||
Business Acquisition [Line Items] | ||
Intangible assets acquired | $ 40 | |
Useful Life | 3 years | |
Developed technology | Karani, LLC | ||
Business Acquisition [Line Items] | ||
Intangible assets acquired | $ 640 | |
Useful Life | 3 years | |
Customer lists | HnB Acquisition | ||
Business Acquisition [Line Items] | ||
Intangible assets acquired | $ 60 | |
Useful Life | 3 years | |
Customer lists | Karani, LLC | ||
Business Acquisition [Line Items] | ||
Intangible assets acquired | $ 2,800 | |
Useful Life | 6 years | |
Trade name | HnB Acquisition | ||
Business Acquisition [Line Items] | ||
Intangible assets acquired | $ 50 | |
Useful Life | 5 years | |
Trade name | Karani, LLC | ||
Business Acquisition [Line Items] | ||
Intangible assets acquired | $ 1,100 | |
Useful Life | 10 years |
ACQUISITION - Pro Forma (Detail
ACQUISITION - Pro Forma (Details) - Karani, LLC - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended |
Sep. 30, 2023 | Sep. 30, 2023 | |
Business Acquisition [Line Items] | ||
Revenue | $ 48,761 | $ 157,562 |
Net (loss) income | $ 987 | $ 7,120 |
STOCK-BASED COMPENSATION - Narr
STOCK-BASED COMPENSATION - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | May 17, 2022 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Common stock, capital shares reserved for future issuance | 250,000 | ||||
Common stock reserved for issuance to participants | 213,885 | 213,885 | |||
Granted, Number of share of restricted stock (shares) | 28,841 | ||||
Granted, weighted average grant date fair value (usd per share) | $ 22.06 | $ 35.86 | |||
Stock-based compensation | $ 131 | $ 545 | $ 987 | $ 1,786 | |
Restricted stock units | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Granted, Number of share of restricted stock (shares) | 34,489 | 63,731 | |||
Total compensation cost not yet recognized | 607 | $ 607 | |||
Weighted average service period | 7 months 6 days | ||||
Stock-based compensation | 131 | 528 | $ 971 | $ 1,695 | |
Restricted stock units, type 1 | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Granted, Number of share of restricted stock (shares) | 7,736 | ||||
Restricted stock units, type 2 | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Granted, Number of share of restricted stock (shares) | 21,105 | ||||
Restricted stock units, type 2 | Vesting period two | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Granted, Number of share of restricted stock (shares) | 50,160 | ||||
Restricted common stock | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Stock-based compensation | $ 0 | $ 17 | $ 16 | $ 91 | |
Non-Employee Director | Restricted stock units | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Granted, Number of share of restricted stock (shares) | 5,648 | ||||
Number outstanding | 249,064 | 249,064 |
STOCK-BASED COMPENSATION - Stoc
STOCK-BASED COMPENSATION - Stock-based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation | $ 131 | $ 545 | $ 987 | $ 1,786 |
Restricted common stock | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation | 0 | 17 | 16 | 91 |
Restricted stock units | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation | $ 131 | $ 528 | $ 971 | $ 1,695 |
STOCK-BASED COMPENSATION - Vest
STOCK-BASED COMPENSATION - Vesting Conditions (Details) - shares | 3 Months Ended | 9 Months Ended | |
Mar. 31, 2023 | Sep. 30, 2023 | Sep. 30, 2022 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Granted, Number of share of restricted stock (shares) | 28,841 | ||
Restricted stock units, type 1 | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Granted, Number of share of restricted stock (shares) | 7,736 | ||
Restricted stock units, type 1 | First Anniversary | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting rights, percentage | 33% | ||
Restricted stock units, type 1 | Second Anniversary | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting rights, percentage | 33% | ||
Restricted stock units, type 1 | Third Anniversary | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting rights, percentage | 34% | ||
Restricted stock units, type 2 | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Granted, Number of share of restricted stock (shares) | 21,105 | ||
Restricted stock units, type 2 | First Anniversary | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting rights, percentage | 66.60% | ||
Restricted stock units, type 2 | Second Anniversary | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Granted, Number of share of restricted stock (shares) | 50,160 | ||
Vesting rights, percentage | 16.70% | ||
Restricted stock units, type 2 | Third Anniversary | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting rights, percentage | 16.70% | ||
Restricted stock units, type 1 and 2 [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Granted, Number of share of restricted stock (shares) | 5,250 | 28,841 |
STOCK-BASED COMPENSATION - Rest
STOCK-BASED COMPENSATION - Restricted Stock Units and Shares (Details) - USD ($) | 9 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value | $ 23.20 | $ 22.84 | $ 22.89 | $ 16.23 |
Granted, Number of share of restricted stock (shares) | 28,841 | |||
Granted, weighted average grant date fair value (usd per share) | $ 22.06 | $ 35.86 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period Above Target, Weighted Average Grant Date Fair Value | $ 35.72 | $ 16.70 | ||
Vested, weighted average grant date fair value (usd per share) | $ 21.53 | $ 17.84 | ||
Forfeited, weighted average grant date fair value (usd per share) | $ 30.75 | $ 16.04 | ||
Performance-based | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number | 95,264 | 130,186 | 130,186 | 121,393 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value | $ 23.49 | $ 23.56 | $ 23.56 | $ 15.88 |
Granted, Number of share of restricted stock (shares) | 28,841 | 50,160 | ||
Granted, weighted average grant date fair value (usd per share) | $ 22.27 | $ 35.37 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period Above Target | $ 3,940 | $ 36,884 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period Above Target, Weighted Average Grant Date Fair Value | $ 35.72 | $ 16.70 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period | (58,834) | (78,251) | ||
Vested, weighted average grant date fair value (usd per share) | $ 22.10 | $ 15.99 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Forfeited in Period | (8,869) | 0 | ||
Forfeited, weighted average grant date fair value (usd per share) | $ 35.10 | $ 0 | ||
Time-based/Director | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number | 20,367 | 38,340 | 33,390 | 46,500 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value | $ 21.86 | $ 20.41 | $ 20.31 | $ 17.15 |
Granted, Number of share of restricted stock (shares) | 5,648 | 13,571 | ||
Granted, weighted average grant date fair value (usd per share) | $ 21 | $ 37.67 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period Above Target | $ 0 | $ 0 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period Above Target, Weighted Average Grant Date Fair Value | $ 0 | $ 0 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period | (16,291) | (18,056) | ||
Vested, weighted average grant date fair value (usd per share) | $ 19.46 | $ 25.87 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Forfeited in Period | (2,380) | (3,675) | ||
Forfeited, weighted average grant date fair value (usd per share) | $ 14.54 | $ 16.04 | ||
Restricted stock units | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number | 115,631 | 168,526 | 163,576 | 167,893 |
Granted, Number of share of restricted stock (shares) | 34,489 | 63,731 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period Above Target | $ 3,940 | $ 36,884 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period | (75,125) | (96,307) | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Forfeited in Period | (11,249) | (3,675) | ||
Restricted stock | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number | 0 | 17,410 | 17,410 | 34,818 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value | $ 0 | $ 9.57 | $ 9.57 | $ 9.57 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period | (17,410) | (17,408) | ||
Vested, weighted average grant date fair value (usd per share) | $ 9.57 | $ 9.57 |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2023 | Mar. 31, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Income Tax Examination [Line Items] | ||||||
Provision for income taxes | $ 430 | $ 340 | $ 1,148 | $ 1,657 | ||
Pre-tax income (loss) | 963 | $ 1,295 | $ 2,613 | $ 8,724 | ||
Effective income tax rate | 44% | 19% | ||||
U.S. Federal statutory rate | 21% | |||||
Unrecognized tax benefits | 60 | $ 60 | $ 360 | |||
Income tax penalties and interest accrued | 25 | 25 | $ 129 | |||
Possible decrease of unrecognized tax benefits | $ 85 | $ 85 | ||||
Tax Authority, Spain | ||||||
Income Tax Examination [Line Items] | ||||||
Provision for income taxes | $ (408) |
EARNINGS (LOSS) PER SHARE - Com
EARNINGS (LOSS) PER SHARE - Computation of Basic and Diluted Earnings (Loss) Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Earnings Per Share [Abstract] | ||||
Basic (in dollars per share) | $ 0.17 | $ 0.31 | $ 0.48 | $ 2.35 |
Diluted (in dollars per share) | $ 0.17 | $ 0.30 | $ 0.47 | $ 2.25 |
Net income | $ 533 | $ 955 | $ 1,465 | $ 7,067 |
Basic (in shares) | 3,068 | 3,034 | 3,062 | 3,010 |
Common stock equivalents: stock options and restricted stock units | 73 | 116 | 72 | 128 |
Weighted-average number of common stock outstanding - diluted (in shares) | 3,141 | 3,150 | 3,134 | 3,138 |
EARNINGS (LOSS) PER SHARE - Ant
EARNINGS (LOSS) PER SHARE - Antidilutive Securities Excluded From The Computation of Earnings (Loss) Per Share (Details) - shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share | 0 | 22,540 | 300 | 17,750 |
Restricted common stock | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share | 0 | 0 | 0 | 0 |
Unvested restricted stock units | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share | 0 | 22,540 | 300 | 17,750 |
GOODWILL AND INTANGIBLE ASSET_2
GOODWILL AND INTANGIBLE ASSETS - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||||
Sep. 30, 2023 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Aug. 19, 2022 | Dec. 31, 2021 | Oct. 29, 2021 | |
Goodwill [Line Items] | |||||||
Goodwill | $ 4,871 | $ 4,871 | $ 4,875 | $ 4,219 | |||
Amortization expense of intangible assets | 278 | 838 | |||||
Impairment of intangible assets | 0 | $ 0 | |||||
Accumulated Amortization | $ (2,485) | $ (2,485) | $ (1,647) | ||||
HnB Acquisition | |||||||
Goodwill [Line Items] | |||||||
Goodwill | $ 687 | ||||||
Karani, LLC | |||||||
Goodwill [Line Items] | |||||||
Goodwill | $ 2,131 |
GOODWILL AND INTANGIBLE ASSET_3
GOODWILL AND INTANGIBLE ASSETS - Schedule of Goodwill (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Goodwill [Roll Forward] | ||
Goodwill, January 1, | $ 4,875 | $ 4,219 |
Acquisition | 0 | 687 |
Currency translation | (4) | (31) |
Goodwill, ending balance | $ 4,871 | $ 4,875 |
GOODWILL AND INTANGIBLE ASSET_4
GOODWILL AND INTANGIBLE ASSETS - Intangible Assets (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2023 | Dec. 31, 2022 | |
Finite-Lived Intangible Assets [Line Items] | |||
Gross Carrying Amount | $ 6,179 | $ 6,179 | $ 6,163 |
Accumulated Amortization | (2,485) | (2,485) | (1,647) |
Net Carrying Amount | 3,694 | 3,694 | $ 4,516 |
Amortization expense of intangible assets | $ 278 | $ 838 | |
Non-compete agreements | |||
Finite-Lived Intangible Assets [Line Items] | |||
Average Remaining Amortization Useful Lives (in years) | 1 year 10 months 24 days | 1 year 10 months 24 days | 2 years 7 months 6 days |
Gross Carrying Amount | $ 118 | $ 118 | $ 118 |
Accumulated Amortization | (94) | (94) | (85) |
Net Carrying Amount | $ 24 | 24 | $ 33 |
Amortization expense of intangible assets | $ 9 | ||
Trade name | |||
Finite-Lived Intangible Assets [Line Items] | |||
Average Remaining Amortization Useful Lives (in years) | 7 years | 7 years | 7 years 7 months 6 days |
Gross Carrying Amount | $ 1,547 | $ 1,547 | $ 1,548 |
Accumulated Amortization | (461) | (461) | (312) |
Net Carrying Amount | $ 1,086 | 1,086 | $ 1,236 |
Amortization expense of intangible assets | $ 150 | ||
Customer lists | |||
Finite-Lived Intangible Assets [Line Items] | |||
Average Remaining Amortization Useful Lives (in years) | 3 years 8 months 12 days | 3 years 8 months 12 days | 4 years 4 months 24 days |
Gross Carrying Amount | $ 3,857 | $ 3,857 | $ 3,857 |
Accumulated Amortization | (1,516) | (1,516) | (1,001) |
Net Carrying Amount | $ 2,341 | 2,341 | $ 2,856 |
Amortization expense of intangible assets | $ 514 | ||
Developed technology | |||
Finite-Lived Intangible Assets [Line Items] | |||
Average Remaining Amortization Useful Lives (in years) | 1 year 2 months 12 days | 1 year 2 months 12 days | 1 year 9 months 18 days |
Gross Carrying Amount | $ 657 | $ 657 | $ 640 |
Accumulated Amortization | (414) | (414) | (249) |
Net Carrying Amount | $ 243 | 243 | $ 391 |
Amortization expense of intangible assets | $ 165 |
GOODWILL AND INTANGIBLE ASSET_5
GOODWILL AND INTANGIBLE ASSETS - Future Amortization Expense (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2023 | $ 279 | |
2024 | 1,081 | |
2025 | 822 | |
2026 | 586 | |
2027 | 505 | |
Thereafter | 421 | |
Net Carrying Amount | $ 3,694 | $ 4,516 |
GOODWILL AND INTANGIBLE ASSET_6
GOODWILL AND INTANGIBLE ASSETS - Amortization Intangible Assets (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended |
Sep. 30, 2023 | Sep. 30, 2023 | |
Finite-Lived Intangible Assets [Line Items] | ||
January 1, 2023 Beginning Balance | $ 4,516 | |
Acquisition | 0 | |
Amortization | $ (278) | (838) |
Translation and Other | 16 | |
September 30, 2023 Ending Balance | 3,694 | 3,694 |
Non-compete agreements | ||
Finite-Lived Intangible Assets [Line Items] | ||
January 1, 2023 Beginning Balance | 33 | |
Acquisition | 0 | |
Amortization | (9) | |
Translation and Other | 0 | |
September 30, 2023 Ending Balance | 24 | 24 |
Trade name | ||
Finite-Lived Intangible Assets [Line Items] | ||
January 1, 2023 Beginning Balance | 1,236 | |
Acquisition | 0 | |
Amortization | (150) | |
Translation and Other | 0 | |
September 30, 2023 Ending Balance | 1,086 | 1,086 |
Customer lists | ||
Finite-Lived Intangible Assets [Line Items] | ||
January 1, 2023 Beginning Balance | 2,856 | |
Acquisition | 0 | |
Amortization | (514) | |
Translation and Other | (1) | |
September 30, 2023 Ending Balance | 2,341 | 2,341 |
Developed technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
January 1, 2023 Beginning Balance | 391 | |
Acquisition | 0 | |
Amortization | (165) | |
Translation and Other | 17 | |
September 30, 2023 Ending Balance | $ 243 | $ 243 |
COMMITMENTS AND CONTINGENCIES -
COMMITMENTS AND CONTINGENCIES - Narrative (Details) | 3 Months Ended | 9 Months Ended | |||
Apr. 08, 2019 AUD ($) | Sep. 30, 2023 USD ($) | Sep. 30, 2022 USD ($) | Sep. 30, 2023 USD ($) | Sep. 30, 2022 USD ($) | |
Commitments And Contingencies [Line Items] | |||||
Operating lease, cost | $ 877,000 | $ 863,000 | |||
Operating lease, weighted average remaining lease term | 2 years 2 months 12 days | 2 years 2 months 12 days | |||
Minimum | |||||
Commitments And Contingencies [Line Items] | |||||
Lessee, operating lease, remaining lease term | 1 year | 1 year | |||
Maximum | |||||
Commitments And Contingencies [Line Items] | |||||
Lessee, operating lease, remaining lease term | 5 years | 5 years | |||
NAB Facility Agreement | Line of Credit | |||||
Commitments And Contingencies [Line Items] | |||||
Line of credit facility, maximum borrowing capacity | $ 4,000,000 | ||||
Debt instrument, termination of debt notice | 90 days | ||||
Note payable – long term | $ 0 | $ 0 | |||
Interest expense | $ 4,000 | $ 5,000 | $ 13,000 | $ 14,000 | |
Number of times EBITDA must be paid | 2 | ||||
Tangible net worth, minimum | $ 2,500,000 | ||||
Tangible assets, minimum | 25% | 25% | |||
Variable Receivable Finance Indicator | NAB Facility Agreement | Line of Credit | |||||
Commitments And Contingencies [Line Items] | |||||
Debt instrument, basis spread on variable rate | 1.60% |
COMMITMENTS AND CONTINGENCIES_2
COMMITMENTS AND CONTINGENCIES - Operating Lease Payments (Details) $ in Thousands | Sep. 30, 2023 USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2023 | $ 147 |
2024 | 531 |
2025 | 325 |
2026 | 91 |
2027 | 7 |
Total | $ 1,101 |
STOCKHOLDERS' EQUITY (Details)
STOCKHOLDERS' EQUITY (Details) - USD ($) | 9 Months Ended | ||||
Sep. 30, 2023 | Sep. 30, 2023 | Sep. 30, 2022 | Aug. 08, 2023 | Jul. 30, 2015 | |
Equity, Class of Treasury Stock [Line Items] | |||||
Authorized amount of stock repurchase program | $ 5,000,000 | $ 10,000,000 | |||
Treasury Stock, Shares, Acquired | 36,842 | ||||
Treasury Stock Acquired, Average Cost Per Share | $ 774,000 | ||||
June 30 2015 Authorization | |||||
Equity, Class of Treasury Stock [Line Items] | |||||
Treasury Stock, Shares, Acquired | 27,277 | 32,615 | |||
Treasury Stock Acquired, Average Cost Per Share | $ 573,000 | $ 1,131,000 | |||
August 8 2023 Authorization | |||||
Equity, Class of Treasury Stock [Line Items] | |||||
Treasury Stock, Shares, Acquired | 9,565 | ||||
Treasury Stock Acquired, Average Cost Per Share | $ 201,000 | ||||
Remaining authorized repurchase amount | $ 4,799,000 | $ 4,799,000 | |||
June 2015 & August 2023 Authorization | |||||
Equity, Class of Treasury Stock [Line Items] | |||||
Treasury Stock, Shares, Acquired | 502,020 | ||||
Treasury Stock Acquired, Average Cost Per Share | $ 10,201,000 |
SEGMENT AND GEOGRAPHIC DATA - S
SEGMENT AND GEOGRAPHIC DATA - Segment Information (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2023 USD ($) | Sep. 30, 2022 USD ($) | Sep. 30, 2023 USD ($) Segment | Sep. 30, 2022 USD ($) | Dec. 31, 2022 USD ($) | |
Segment Reporting Information [Line Items] | |||||
Number of reportable segments | Segment | 3 | ||||
Revenue, from external customers | $ 39,398 | $ 48,686 | $ 127,367 | $ 157,326 | |
Inter-segment revenue | 0 | 0 | 0 | 0 | |
Revenue | 39,398 | 48,686 | 127,367 | 157,326 | |
Adjusted net revenue, from external customers | 19,370 | 24,199 | 63,717 | 77,046 | |
Inter-segment adjusted net revenue | 0 | 0 | 0 | 0 | |
Total adjusted net revenue | 19,370 | 24,199 | 63,717 | 77,046 | |
EBITDA (loss) | 1,247 | 1,628 | 3,405 | 9,713 | |
Depreciation and amortization | (374) | (356) | (1,076) | (1,017) | |
Intercompany dividend/interest (expense) income, net | 0 | 0 | 0 | 0 | |
Interest income, net | 90 | 23 | 284 | 28 | |
Income before income taxes | 963 | 1,295 | 2,613 | 8,724 | |
Provision for income taxes | (430) | (340) | (1,148) | (1,657) | |
Net income | 533 | 955 | 1,465 | 7,067 | |
Accounts receivable, net | 24,889 | 26,270 | 24,889 | 26,270 | $ 26,270 |
Long-lived assets, net of accumulated depreciation and amortization | 9,043 | 10,064 | 9,043 | 10,064 | |
Total assets | 60,756 | 67,942 | 60,756 | 67,942 | $ 67,942 |
Inter-Segment Elimination | |||||
Segment Reporting Information [Line Items] | |||||
Revenue, from external customers | 0 | 0 | 0 | 0 | |
Inter-segment revenue | (137) | (128) | (224) | (277) | |
Revenue | (137) | (128) | (224) | (277) | |
Adjusted net revenue, from external customers | 0 | 0 | 0 | 0 | |
Inter-segment adjusted net revenue | 9 | (30) | (17) | (26) | |
Total adjusted net revenue | 9 | (30) | (17) | (26) | |
EBITDA (loss) | 0 | 0 | 0 | 0 | |
Depreciation and amortization | 0 | 0 | 0 | 0 | |
Intercompany dividend/interest (expense) income, net | 0 | (5,575) | (1,218) | (8,008) | |
Interest income, net | 0 | 0 | 0 | 0 | |
Provision for income taxes | 0 | 0 | 0 | 0 | |
Net income | 0 | (5,575) | (1,218) | (8,008) | |
Accounts receivable, net | 0 | 0 | 0 | 0 | |
Long-lived assets, net of accumulated depreciation and amortization | 0 | 0 | 0 | 0 | |
Total assets | 0 | 0 | 0 | 0 | |
Hudson Americas | Operating Segments | |||||
Segment Reporting Information [Line Items] | |||||
Revenue, from external customers | 7,167 | 12,555 | 25,008 | 41,581 | |
Inter-segment revenue | 119 | 113 | 230 | 212 | |
Revenue | 7,286 | 12,668 | 25,238 | 41,793 | |
Adjusted net revenue, from external customers | 6,854 | 11,926 | 24,097 | 39,437 | |
Inter-segment adjusted net revenue | 119 | 113 | 230 | 174 | |
Total adjusted net revenue | 6,973 | 12,039 | 24,327 | 39,611 | |
EBITDA (loss) | 20 | 810 | (876) | 5,515 | |
Depreciation and amortization | (313) | (334) | (936) | (960) | |
Intercompany dividend/interest (expense) income, net | 0 | 0 | 0 | 0 | |
Interest income, net | 0 | 0 | 0 | 0 | |
Provision for income taxes | (44) | (31) | 111 | (99) | |
Net income | (337) | 445 | (1,701) | 4,456 | |
Accounts receivable, net | 6,020 | 9,015 | 6,020 | 9,015 | |
Long-lived assets, net of accumulated depreciation and amortization | 8,119 | 9,027 | 8,119 | 9,027 | |
Total assets | 18,594 | 23,775 | 18,594 | 23,775 | |
Hudson Asia Pacific | Operating Segments | |||||
Segment Reporting Information [Line Items] | |||||
Revenue, from external customers | 26,106 | 29,965 | 81,784 | 91,042 | |
Inter-segment revenue | 0 | 4 | 0 | 16 | |
Revenue | 26,106 | 29,969 | 81,784 | 91,058 | |
Adjusted net revenue, from external customers | 8,694 | 8,324 | 26,734 | 25,711 | |
Inter-segment adjusted net revenue | (109) | (93) | (147) | (146) | |
Total adjusted net revenue | 8,585 | 8,231 | 26,587 | 25,565 | |
EBITDA (loss) | 1,890 | 1,244 | 5,455 | 5,533 | |
Depreciation and amortization | (52) | (14) | (111) | (34) | |
Intercompany dividend/interest (expense) income, net | (128) | (99) | (375) | (255) | |
Interest income, net | 2 | 0 | 6 | 2 | |
Provision for income taxes | (520) | (307) | (1,440) | (1,382) | |
Net income | 1,192 | 824 | 3,535 | 3,864 | |
Accounts receivable, net | 12,674 | 10,900 | 12,674 | 10,900 | |
Long-lived assets, net of accumulated depreciation and amortization | 867 | 963 | 867 | 963 | |
Total assets | 23,759 | 23,662 | 23,759 | 23,662 | |
Hudson Europe | Operating Segments | |||||
Segment Reporting Information [Line Items] | |||||
Revenue, from external customers | 6,125 | 6,166 | 20,575 | 24,703 | |
Inter-segment revenue | 18 | 11 | (6) | 49 | |
Revenue | 6,143 | 6,177 | 20,569 | 24,752 | |
Adjusted net revenue, from external customers | 3,822 | 3,949 | 12,886 | 11,898 | |
Inter-segment adjusted net revenue | (19) | 10 | (66) | (2) | |
Total adjusted net revenue | 3,803 | 3,959 | 12,820 | 11,896 | |
EBITDA (loss) | (300) | 279 | 995 | 977 | |
Depreciation and amortization | (7) | (7) | (22) | (20) | |
Intercompany dividend/interest (expense) income, net | 0 | 2,793 | 1,218 | 4,007 | |
Interest income, net | 0 | 0 | 0 | 0 | |
Provision for income taxes | 26 | (7) | (387) | (83) | |
Net income | (281) | 3,058 | 1,804 | 4,881 | |
Accounts receivable, net | 6,195 | 6,355 | 6,195 | 6,355 | |
Long-lived assets, net of accumulated depreciation and amortization | 39 | 49 | 39 | 49 | |
Total assets | 9,912 | 9,568 | 9,912 | 9,568 | |
Corporate Segment | Operating Segments | |||||
Segment Reporting Information [Line Items] | |||||
Revenue, from external customers | 0 | 0 | 0 | 0 | |
Inter-segment revenue | 0 | 0 | 0 | 0 | |
Revenue | 0 | 0 | 0 | 0 | |
Adjusted net revenue, from external customers | 0 | 0 | 0 | 0 | |
Inter-segment adjusted net revenue | 0 | 0 | 0 | 0 | |
Total adjusted net revenue | 0 | 0 | 0 | 0 | |
EBITDA (loss) | (363) | (705) | (2,169) | (2,312) | |
Depreciation and amortization | (2) | (1) | (7) | (3) | |
Intercompany dividend/interest (expense) income, net | 128 | 2,881 | 375 | 4,256 | |
Interest income, net | 88 | 23 | 278 | 26 | |
Provision for income taxes | 108 | 5 | 568 | (93) | |
Net income | (41) | 2,203 | (955) | 1,874 | |
Accounts receivable, net | 0 | 0 | 0 | 0 | |
Long-lived assets, net of accumulated depreciation and amortization | 18 | 25 | 18 | 25 | |
Total assets | $ 8,491 | $ 10,937 | $ 8,491 | $ 10,937 |
SEGMENT AND GEOGRAPHIC DATA - G
SEGMENT AND GEOGRAPHIC DATA - Geographic Data Reporting (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Segment Reporting Information [Line Items] | ||||
Revenue | $ 39,398 | $ 48,686 | $ 127,367 | $ 157,326 |
Long-lived assets, net of accumulated depreciation and amortization | 9,043 | 10,064 | 9,043 | 10,064 |
Net assets | 46,636 | 45,792 | 46,636 | 45,792 |
Australia | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 23,620 | 27,113 | 73,414 | 82,223 |
Long-lived assets, net of accumulated depreciation and amortization | 54 | 74 | 54 | 74 |
Net assets | 11,846 | 8,744 | 11,846 | 8,744 |
United States | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 6,706 | 11,839 | 23,501 | 39,600 |
Long-lived assets, net of accumulated depreciation and amortization | 8,137 | 9,070 | 8,137 | 9,070 |
Net assets | 22,957 | 25,204 | 22,957 | 25,204 |
United Kingdon | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 5,807 | 5,822 | 19,503 | 23,542 |
Long-lived assets, net of accumulated depreciation and amortization | 39 | 49 | 39 | 49 |
Net assets | 4,401 | 3,529 | 4,401 | 3,529 |
Other | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 3,265 | 3,912 | 10,949 | 11,961 |
Long-lived assets, net of accumulated depreciation and amortization | 813 | 871 | 813 | 871 |
Net assets | $ 7,432 | $ 8,315 | $ 7,432 | $ 8,315 |
STOCKHOLDER RIGHTS PLAN (Detail
STOCKHOLDER RIGHTS PLAN (Details) - $ / shares | Oct. 15, 2018 | Sep. 30, 2023 | Dec. 31, 2022 |
Class of Stock [Line Items] | |||
Warrants and Rights, Option to Exercise, Market Value Multiplier of Purchase Price | 2 | ||
Common stock, par value (dollars per share) | $ 0.001 | $ 0.001 | |
Warrants and Rights, Preferred Stock to Common Stock Conversion, Treatment | 1 | ||
Warrants And Rights, Not Exercisable, Number of Days After Public Announcement of Acquiring Person | 10 days | ||
Warrants And Rights, Not Exercisable, Number of Days After Tender or Exchange Offer Is Completed By Acquiring Person | 10 days | ||
Temporary Equity, Redemption Price Per Share | $ 0.001 | ||
Class of Warrant or Right, Unissued | 1 | ||
Series B Preferred Stock [Member] | |||
Class of Stock [Line Items] | |||
Common stock, par value (dollars per share) | $ 3.50 | ||
Minimum | |||
Class of Stock [Line Items] | |||
Ownership Percentage, Common Stock, Without Approval of Board | 4.99% |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) - Subsequent Event | Oct. 31, 2023 AUD ($) |
Subsequent Event [Line Items] | |
Consideration received on transaction | $ 3,700,000 |
Maximum | |
Subsequent Event [Line Items] | |
Earn-out payment | $ 500,000 |