0001210708-21-000036 | 10-K | XBRL Viewer

^[1]

$ 101,448

$ 93,811

^[2]

3,603

186

34,280

36,034

Australia

^[1]

68,039

53,274

^[2]

5,384

4,001

United Kingdom

^[1]

12,930

16,864

^[2]

3,286

2,332

United States

^[1]

9,595

12,369

^[2]

3,512

19,169

24,007

Other

^[1]

10,884

11,304

^[2]

ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) [Abstract]

$ 6,441

$ 5,694

[1]	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.
[2]	Comprised of property and equipment, intangible and goodwill, net of accumulated depreciation and amortization

ACQUISITION (Narrative) (Details) - USD ($) $ in Thousands	3 Months Ended	12 Months Ended
ACQUISITION (Narrative) (Details) - USD ($) $ in Thousands	Dec. 31, 2020	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2022	Dec. 31, 2021	Oct. 01, 2020
Business Acquisition [Line Items]
Stock-based compensation		$ 737	$ 961
Salaries and related		33,974	36,176
Revenue since acquisition date	$ 1,109
Earnings (loss) since acquisition date	$ (18)
Restricted common stock
Business Acquisition [Line Items]
Stock-based compensation		92	$ 0
Coit Staffing, Inc.
Business Acquisition [Line Items]
Fair value of assets acquired and consideration transferred						$ 3,997
Promissory note						1,350
Contingent consideration payable, annual payment						450
Employee agreement	2 years
Transaction costs						$ 436
Stock-based compensation	$ 92
Contingent consideration payable	113	$ 113
Salaries and related	205
Coit Staffing, Inc. \| Forecast
Business Acquisition [Line Items]
Earn out payment				$ 2,030	$ 1,500
Coit Staffing, Inc. \| Restricted common stock
Business Acquisition [Line Items]
Stock granted during period, amount, acquisitions	$ 500
Share-based compensation arrangement award vesting period	30 months
Stock granted during period, shares, acquisitions	52,226	52,226
Coit Staffing, Inc. \| Restricted common stock \| First Anniversary
Business Acquisition [Line Items]
Share-based compensation arrangement award vesting period	10 months
Coit Staffing, Inc. \| Restricted common stock \| Second Anniversary
Business Acquisition [Line Items]
Share-based compensation arrangement award vesting period	20 months
Coit Staffing, Inc. \| Restricted common stock \| Third Anniversary
Business Acquisition [Line Items]
Share-based compensation arrangement award vesting period	30 months

CONSOLIDATED BALANCE SHEETS - USD ($)	Dec. 31, 2020	Dec. 31, 2019
Current assets:
Cash and cash equivalents	$ 25,806,000	$ 31,190,000
Accounts receivable, less allowance for doubtful accounts of $10 and $174, respectively	13,445,000	12,795,000
Restricted cash, current	152,000	148,000
Prepaid and other	889,000	804,000
Total current assets	40,292,000	44,937,000
Property and equipment, net	115,000	186,000
Operating lease right-of-use assets	210,000	401,000
Goodwill	2,088,000	0
Intangible assets, net	1,400,000	0
Deferred tax assets	1,037,000	793,000
Restricted cash	241,000	380,000
Other assets	3,000	7,000
Total assets	45,386,000	46,704,000
Current liabilities:
Accounts payable	576,000	1,064,000
Accrued expenses and other current liabilities	9,241,000	8,178,000
Operating lease obligations, current	192,000	246,000
Total current liabilities	10,009,000	9,488,000
Income tax payable	887,000	845,000
Operating lease obligations	22,000	160,000
Other liabilities	188,000	177,000
Total liabilities	11,106,000	10,670,000
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; 3,672 and 3,663 shares issued; 2,685 and 2,936 shares outstanding, respectively	4,000	4,000
Additional paid-in capital	486,825,000	486,088,000
Accumulated deficit	(437,750,000)	(436,507,000)
Accumulated other comprehensive income (loss), net of applicable tax	526,000	(479,000)
Treasury stock, 987 and 726 shares, respectively, at cost	(15,325,000)	(13,072,000)
Total stockholders’ equity	34,280,000	36,034,000
Total liabilities and stockholders' equity	$ 45,386,000	$ 46,704,000

ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

12 Months Ended

Dec. 31, 2020

Comprehensive Income (Loss) Note [Text Block]

ACCUMULATED OTHER COMPREHENSIVE LOSS

Accumulated other comprehensive loss, net of tax, consisted of the following:


	December 31,
	2020		2019
Foreign currency translation adjustments	$	526	$	(479)

Accumulated other comprehensive loss	$	526	$	(479)

ACQUISITION (Assets Acquired and Liabilities Assumed) (Details) - USD ($)	Dec. 31, 2020	Oct. 01, 2020	Dec. 31, 2019
Business Acquisition [Line Items]
Goodwill	$ 2,088,000		$ 0
Coit Staffing, Inc.
Business Acquisition [Line Items]
Accounts receivable		$ 518,000
Intangible assets		1,480,000
Goodwill		2,088,000
Assets Acquired		4,086,000
Accrued commissions		44,000
Deferred revenue		45,000
Liabilities Assumed		89,000
Fair value of assets acquired and consideration transferred		$ 3,997,000

VALUATION RESERVES (Tables)

12 Months Ended

Dec. 31, 2020

SEC Schedule, 12-09, Valuation and Qualifying Accounts [Abstract]

Summary of Valuation Allowance

The following table summarizes the activity in our valuation accounts during the fiscal years ended December 31, 2020 and 2019.




	Balance at		Charged to				Balance at
	Beginning		Costs and		Deductions		End
(in thousands)	of Period		Expenses		Other		of Period
Year Ended December 31, 2020
Allowance for Doubtful Accounts	$	174	$	34	$	(198)	$	10
Deferred tax assets-valuation allowance	$	187,481	$	370	$	(129)	$	187,722

Year Ended December 31, 2019
Allowance for Doubtful Accounts (a)	$	41	$	80	$	53	$	174
Deferred tax assets-valuation allowance (a)	$	199,486	$	(12,005)	$	—	$	187,481

(a) Includes amounts classified as discontinued operations on the consolidated balance sheet and related activity.

STOCK-BASED COMPENSATION Restricted shares (Details) - $ / shares	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward]
Granted, number of share of restricted stock (units)	0	50,834
Restricted stock
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward]
Unvested restricted stock (units) at January 1, number of shares of restricted stock (unit)	0
Granted, number of share of restricted stock (units)	52,226
Vested, number of share of restricted stock (units)	0
Unvested restricted stock (units) at December 31, number of shares of restricted stock (unit)	52,226	0
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Roll Forward]
Granted, weighted average grant date fair value	$ 9.57
Non-vested restricted stock (units) at December 31, weighted average grant date fair value	$ 9.57

STOCKHOLDERS' EQUITY	12 Months Ended
STOCKHOLDERS' EQUITY	Dec. 31, 2020
Stockholders' Equity Attributable to Parent [Abstract]
Stockholders' Equity	STOCKHOLDERS’ EQUITY Common Stock On July 30, 2015, the Company announced that its Board of Directors authorized the repurchase of up to $10,000 of the Company’s common stock. The Company intends to make purchases from time to time as market conditions warrant. This authorization does not expire. The Company did not repurchase any shares under this authorization in 2020. During the year ended December 31, 2019, the Company had repurchased 54,138 shares in the open market for a total cost of $718. As of December 31, 2020 and 2019, under the July 30, 2015 authorization, the Company had repurchased 432,563 shares for a total cost of $8,297. In addition to the shares repurchased above under the $10,000 authorization plan, on February 22, 2019, the Company commenced a tender offer to purchase up to 315,000 shares of the Company’s common stock, par value $0.001 per share, at a purchase price of $15.00 per share. The tender offer expired on March 22, 2019. In accordance with the terms and conditions of the tender offer, the Company acquired 246,863 shares for an aggregate cost of $3,703, excluding fees and expenses of $125. On March 27, 2020, the Company, in addition to the $10,000 authorization plan, completed transactions with certain stockholders to repurchase 259,331 shares of the Company's common stock, for an aggregate cost of $2,238, excluding fees of $1. Reverse Stock Split On June 10, 2019, the Company announced a reverse split of its outstanding shares of common stock at a ratio of 1-for-10 and that it had also reduced the number of authorized shares of common stock to 20 million shares. The reverse split had no effect on the par value of the Company’s common stock, but it reduced the number of issued and outstanding shares of common stock by a factor of 10. All issued and outstanding shares, stock-based compensation disclosures, net loss per share, and other share and per share disclosures for all periods presented have been retrospectively adjusted to reflect the impact of this reverse split.

INCOME TAXES

12 Months Ended

Dec. 31, 2020

Income Tax Disclosure [Abstract]

INCOME TAXES

Income Tax Provision

The domestic and foreign components of loss from continuing operations before provision for income taxes is as follows:


	Year ended December 31,
	2020		2019
Domestic	$	(3,446)	$	(3,131)
Foreign	2,738		1,749
Loss before provision for income taxes	$	(708)	$	(1,382)

The components of the provision for (benefit from) income taxes from continuing operations are as follows:


	Year ended December 31,
	2020		2019
Current tax provision (benefit):
U.S. Federal	$	—	$	—
State and local	5		(495)
Foreign	699		165
Total current provision for (benefit from) income taxes	704		(330)
Deferred tax provision (benefit):
U.S. Federal	—		—
State and local	—		—
Foreign	(169)		(210)
Total deferred benefit from income taxes	(169)		(210)
Total provision for (benefit from) provision for income taxes	$	535	$	(540)

Tax Rate Reconciliation

The effective tax rates for the years ended December 31, 2020 and 2019 were negative 75.5% and 39.1% respectively. The change in effective tax rate in 2020 is primarily related to the mix of income and losses in different jurisdictions taxed at different rates, as well as changes in valuations allowances in the U.S. and in our foreign subsidiaries. The change in the effective tax rate in 2019 was primarily due to the reduction and effective lapsing of statutes for certain historic uncertain tax positions and state income tax benefits, offset by additional tax expense for GILTI, foreign income taxes at different rates, and changes in valuation allowances in the U.S. and certain foreign jurisdictions. The effects of other federal and state deferred tax adjustments in 2020 and 2019 were offset by changes in valuation allowances and have no net impact on effective tax rates.

The following is a reconciliation of the effective tax rate from continuing operations for the years ended December 31, 2020 and 2019 to the U.S. federal statutory rate of 21% :


	Year ended December 31,
	2020		2019
Benefit at federal statutory rates	$	(149)	$	(290)
State income taxes, net of federal benefit	(212)		(147)
Change in valuation allowance	227		(12,005)
Taxes related to foreign income	195		295
Non-deductible expenses	(271)		58
Other federal deferred tax adjustments	(23)		6,907
Other state deferred tax adjustments	738		5,624
Uncertain tax positions	30		(982)
Provision for (benefit from) income taxes	$	535	$	(540)

Deferred Taxes Assets (Liabilities)

Deferred income taxes are provided for the tax effect of temporary differences between the financial reporting basis and the tax basis of assets and liabilities. Net deferred tax assets have been reported as non-current in the accompanying Consolidated Balance Sheets. Significant temporary differences at December 31, 2020 and 2019 are as follows:


	As of December 31,
	2020		2019
Deferred tax assets (liabilities):
Allowance for doubtful accounts	$	23	$	47
Property and equipment	2		(64)
Goodwill and intangibles	204		200
Accrued compensation	1,818		1,511
Accrued liabilities and other	106		255
Loss carryforwards	186,606		186,325
Deferred tax assets before valuation allowance	188,759		188,274
Valuation allowance	(187,722)		(187,481)
Deferred tax assets, net of valuation allowance	$	1,037	$	793

As a result of the enactment of the Tax Act, the Company has provided tax on GILTI, and therefore, future repatriations of previously unremitted foreign earnings are expected to either be exempt from U.S. taxation or offset by NOLs. The Company has provided $0 and $48 of withholding tax with respect to unremitted foreign earnings, respectively, at December 31, 2020 and December 31, 2019.

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

At December 31, 2020, the Company had losses for U.S. Federal tax purposes of approximately $696,760 in total, made up of net U.S. Federal NOLs incurred through December 31, 2020 of $318,097 and U.S. Federal capital losses of $378,663 as a result of the Sales Transaction. The NOLs include approximately $13,144 of tax losses that were not absorbed by Monster Worldwide, Inc. (“Monster”) on its consolidated U.S. Federal tax returns through the spin-off of the Company on April 1, 2003. U.S. Federal NOLs incurred through December 31, 2017 expire at various dates through 2037 with $0 scheduled to expire during 2021. U.S. Federal NOLs incurred in or after 2018 have an indefinite carryforward period, which can be offset by 80% of future taxable income in any given year. U.S. Federal capital losses incurred in 2018 will expire after five years during 2023.

The Company’s utilization of U.S. NOLs is subject to an annual limitation imposed by Section 382 of the Internal Revenue Code (“IRC”), which may limit our ability to utilize all the existing NOLs before the expiration dates. Based upon IRC Section 382 studies prepared by the Company, Section 382 ownership changes have occurred that will result in $224,124 of the Company’s Federal NOLs generated through September 2006 and recognized built-in losses during the five year period after September 2006 being subject to IRC Section 382 limitations. As a result of IRC Section 382 limitations, $27,848 of the $224,124 NOLs that are limited are expected to expire prior to utilization specifically as a result of the IRC Section 382 cumulative annual limitations. Accordingly, the U.S. Federal NOLs of $318,097 above excluded the $27,848 of tax losses expected to expire prior to utilization due to IRC Section 382 cumulative annual limitations and the deferred tax asset for loss carryforwards of $183,732 also excluded $7,492 of related tax benefits.

As of December 31, 2020, certain international subsidiaries had NOLs for local tax purposes of $12,802. With the exception of $6,103 of NOLs with an indefinite carry forward period as of December 31, 2020, these losses will expire at various dates through 2039, with $0 scheduled to expire during 2021. The deferred tax recognized for NOLs are presented net of unrecognized tax benefits, where applicable.

ASC 740-10-30-5 requires that a valuation allowance be established when it is more likely than not that all or a portion of a deferred tax asset will not be realized. In making this assessment, management considers the level of historical taxable income, scheduled reversals of deferred tax liabilities, tax planning strategies, and projected future taxable income. During 2020, the Company released its valuation allowance in net deferred tax assets in U.K as management determined that it is more likely than not that such deferred taxes are realizable. As of December 31, 2020, $186,564 of the valuation allowance relates to the deferred tax asset for NOLs, $183,732 of which is U.S. Federal and state and $2,832 of which is foreign, that management has determined will more likely than not expire prior to realization. The remaining valuation allowance of $1,158 relates to deferred tax assets on U.S. and foreign temporary differences that management estimates will not be realized due to the Company’s U.S. and foreign tax losses.

Uncertain Tax Positions

A reconciliation of the beginning and ending amount of unrecognized tax benefits, excluding interest and penalties is as follows:


	2020		2019
Balance, beginning of year	$	663	$	1,574
Additions for tax positions of current years	—		—
Additions for tax positions of prior years	6		15
Reductions for tax positions of prior years	—		(303)

Expiration of applicable statutes of limitations	—		(623)

Balance, end of year	$	669	$	663

The total amount of state and local and foreign unrecognized tax benefits that, if recognized, would affect the effective tax rate as of December 31, 2020 and December 31, 2019 was $669 and $663, respectively, exclusive of interest and penalties.

The Company recognizes accrued interest and penalties related to unrecognized tax benefits as part of the provision for income taxes. As of December 31, 2020 and December 31, 2019, the Company had $594 and $551, respectively, of accrued interest and penalties associated with unrecognized tax benefits.

Based on information available as of December 31, 2020, it is reasonably possible that the total amount of unrecognized tax benefits could decrease by up to $200 over the next 12 months as a result of projected resolutions of global tax examinations and controversies and potential lapses of the applicable statutes of limitations.

In many cases, the Company’s unrecognized tax benefits are related to tax years that remain subject to examination by the relevant tax authorities. Tax years with NOLs remain open until such losses expire or the statutes of limitations for those years when the NOLs are used or expire. As of December 31, 2020, the Company’s open tax years remain subject to examination by the relevant tax authorities and currently under income tax examination were principally as follows:


						Year
Earliest tax years remain subject to examination by the relevant tax authorities:
U.S. Federal						2017
Majority of U.S. state and local jurisdictions						2016
Australia						2018
Belgium						2017
Canada						2016
Netherlands						2013
Switzerland						2015
United Kingdom						2018
Jurisdictions in Asia						2018

The Company believes that its unrecognized tax benefits as of December 31, 2020 are appropriately recorded for all years subject to examination above.

STOCK-BASED COMPENSATION Stock options activity (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Share-based Compensation Arrangement by Share-based Payment Award [Roll Forward]
Stock options outstanding - remaining contractual term		9 months 18 days
Stock options exercisable - remaining contractual term		9 months 18 days
Stock options outstanding		$ 0
Stock options exercisable		$ 0
Stock options
Share-based Compensation Arrangement by Share-based Payment Award, Outstanding, Weighted Average Exercise Price [Roll Forward]
Options outstanding at January 1, weighted average exercise price per share	$ 24.90	$ 24.90
Expired/forfeited, weighted average exercise price per share	(24.90)	0
Options outstanding at December 31, weighted average exercise price per share	0	24.90
Options exercisable at December 31, weighted average exercise price per share	$ 0	$ 24.90
Share-based Compensation Arrangement by Share-based Payment Award [Roll Forward]
Options outstanding at January 1, number of options outstanding	5,000	5,000
Expired/forfeited, number of options outstanding	(5,000)	0
Options outstanding at December 31, number of options outstanding	0	5,000
Options exercisable at December 31, number of options outstanding	0	5,000

DESCRIPTION OF BUSINESS (Details)	12 Months Ended
DESCRIPTION OF BUSINESS (Details)	Dec. 31, 2020 segments Country	Dec. 31, 2020 Country Segment
Schedule of Segment Reporting Information By Segment, Gross Margin [Line Items]
Number of countries in which entity operates	12	12
Number of reportable segments	3	3

CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands	Dec. 31, 2020	Dec. 31, 2019
Accounts receivable, allowance for doubtful accounts, current	$ 10	$ 174
Preferred stock, par value (per share)	$ 0.001	$ 0.001
Preferred stock, shares authorized (in shares)	10,000,000	10,000,000
Preferred stock, shares issued (in shares)	0	0
Preferred stock, shares outstanding (in shares)	0	0
Common stock, par value (per share)	$ 0.001	$ 0.001
Common stock, shares authorized (in shares)	20,000,000	20,000,000
Common stock, shares, issued (in shares)	3,672,000	3,663,000
Common stock, shares, outstanding (in shares)	2,685,000	2,936,000
Treasury stock, shares (in shares)	987,000	726,000

INCOME TAXES Deferred Tax (Details) - USD ($) $ in Thousands	Dec. 31, 2020	Dec. 31, 2019
Deferred tax assets (liabilities):
Allowance for doubtful accounts	$ 23	$ 47
Property and equipment	2	(64)
Goodwill and intangibles	204	200
Accrued compensation	1,818	1,511
Accrued liabilities and other	106	255
Loss carryforwards	186,606	186,325
Deferred tax assets before valuation allowance	188,759	188,274
Valuation allowance	(187,722)	(187,481)
Deferred tax assets, net of valuation allowance	$ 1,037	$ 793

ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES (Details) - USD ($) $ in Thousands	Dec. 31, 2020	Dec. 31, 2019
Payables and Accruals [Abstract]
Salaries, commissions, and benefits	$ 4,800	$ 4,285
Severance	314	174
Sales, use, payroll, and income taxes	2,088	2,291
Fees for professional services	658	673
Deferred revenue	178	57
Other accruals	1,203	698
Total accrued expenses and other current liabilities	$ 9,241	$ 8,178

DISCONTINUED OPERATIONS (Tables)

12 Months Ended

Dec. 31, 2020

Discontinued Operations and Disposal Groups [Abstract]

Disposal Group, Including Discontinued Operations

Reported results for the discontinued operations by period were as follows:


	Year Ended
	December 31,
	2019
Loss from sale of discontinued operations	$	(113)
Loss from discontinued operations before income taxes	(113)
Provision for income taxes	—
Loss from discontinued operations	$	(113)

Share-based Compensation Arrangement by Share-based Payment Award [Line Items]

Tabular disclosure of information related to a disposal group. Includes, but is not limited to, a discontinued operation, disposal classified as held-for-sale or disposed of by means other than sale or disposal of an individually significant component.

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+ Details

STOCK-BASED COMPENSATION (Tables)

12 Months Ended

Dec. 31, 2020

Schedule of stock-based compensation expense

For the years ended December 31, 2020 and 2019, the Company’s stock-based compensation expense related to restricted stock units and restricted shares of common stock, which are included in the accompanying Consolidated Statements of Operations, were as follows:


	For The Year Ended December 31,
	2020		2019

Restricted shares of common stock	$	92	$	—
Restricted stock units	645		961
Total	$	737	$	961
Tax benefits recognized in jurisdictions where the Company has taxable income	$	18	$	31

Schedule of unrecognized compensation cost, nonvested awards

As of December 31, 2020 and 2019, based on the Company's historical valuation treatment, unrecognized compensation expense and the weighted average periods over which the compensation expense is expected to be recognized relating to the unvested portion of the Company’s restricted stock unit awards, were as follows:


	As of December 31,
	2020			2019
	Unrecognized Expense		Weighted Average Period in Years	Unrecognized Expense		Weighted Average Period in Years

Restricted shares of common stock	$	408	1.4	$	—	0.0
Restricted stock units	$	58	1.1	$	278	0.9

Changes in stock options

Changes in the Company’s stock options for the years ended December 31, 2020 and 2019 were as follows:


	For The Year Ended December 31,
	2020			2019
	Number of Options	Weighted Average Exercise Price per Share		Number of Options	Weighted Average Exercise Price per Share
Options outstanding at January 1,	5,000	$	24.90	5,000	$	24.90


Expired/forfeited	(5,000)	$	(24.90)	—	$	—
Options outstanding at December 31,	—	$	—	5,000	$	24.90
Options exercisable at December 31,	—	$	—	5,000	$	24.90

Weighted average remaining contractual term and Instrinsic value of stock options

The weighted average remaining contractual term and the aggregated intrinsic value for stock options outstanding and exercisable as of December 31, 2019 was as follows:


		As of December 31,
	2019
		Remaining Contractual Term in Years	Aggregated Intrinsic Value
Stock options outstanding		0.8	$	—
Stock options exercisable		0.8	$	—

Changes in restricted stock units

The total fair value of restricted stock units vested during the years ended December 31, 2020 and 2019 were as follows:


	For The Year Ended December 31,
	2020		2019
Fair value of restricted stock units vested	$	685	$	1,016

Restricted stock units

Share-based Compensation Arrangement by Share-based Payment Award [Line Items]

Disclosure of share based compensation arrangements other than options fair value vested

Changes in the Company’s restricted stock units arising from grants to certain employees and non-employee directors for the years ended December 31, 2020 and 2019 were as follows:


	For The Year Ended December 31,
	2020			2019
	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,	63,436	$	15.12	57,773	$	15.68
Granted	46,697	$	9.49	88,906	$	14.92
Shares earned above target (a)	—	$	—	723	$	17.00
Vested	(73,073)	$	11.43	(68,876)	$	14.87
Forfeited	(22,384)	$	15.20	(15,090)	$	15.38
Unvested restricted stock units at December 31,	14,676	$	15.45	63,436	$	15.12

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

Restricted stock

Share-based Compensation Arrangement by Share-based Payment Award [Line Items]

Disclosure of share based compensation arrangements other than options fair value vested

Changes in the Company’s restricted shares of common stock arising from the grants issued in connection with the acquisition of Coit Staffing, Inc. (see Note 4) were as follows:


	For The Year Ended December 31,
	2020
	Number of Shares of Restricted Stock Units	Weighted Average Grant-Date Fair Value
Unvested restricted stock units at January 1,	—	$	—
Granted	52,226	9.57
Vested	—	$	—
Unvested restricted stock units at December 31,	52,226	9.57

CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($)
shares in Thousands, $ in Thousands

12 Months Ended

Dec. 31, 2020

Dec. 31, 2019

Direct contracting costs and reimbursed expenses

^[1]

$ 101,448

$ 93,811

Operating expenses:

62,367

50,245

Salaries and related

33,974

36,176

Office and general

6,632

8,117

Marketing and promotion

942

849

179

Total operating expenses

104,094

95,472

Operating loss

(2,646)

(1,661)

Non-operating income (expense):

149

617

Other income (expense), net

1,326

463

(338)

Loss from continuing operations before provision for income taxes

(708)

(1,382)

Provision for (benefit from) income taxes from continuing operations

535

(540)

Loss from continuing operations

(1,243)

(842)

Loss from discontinued operations, net of income taxes

(113)

Loss per share from continuing operations

$ (1,243)

$ (955)

Basic and diluted

$ (0.43)

$ (0.27)

Loss per share from discontinued operations

(0.04)

Loss per share

$ (0.43)

$ (0.30)

Weighted-average shares outstanding:

Weighted Average Number of Shares Outstanding, Basic

2,911

3,131

Weighted Average Number of Shares Outstanding, Diluted

2,911

3,131

[1]	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.

ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) (Details) - USD ($) $ in Thousands	Dec. 31, 2020	Dec. 31, 2019
Accumulated Other Comprehensive Income (Loss) [Line Items]
Accumulated Other Comprehensive Income (Loss), Foreign Currency Translation Adjustment, Net of Tax	$ 526	$ (479)
Accumulated Other Comprehensive Income (Loss), Net of Tax	$ 526	$ (479)

Accumulated adjustment, net of tax, that results from the process of translating subsidiary financial statements and foreign equity investments into the reporting currency from the functional currency of the reporting entity, net of reclassification of realized foreign currency translation gains or losses.

EARNINGS (LOSS) PER SHARE

EARNINGS (LOSS) PER SHARE

12 Months Ended

Dec. 31, 2020

Earnings Per Share [Abstract]

A reconciliation of the numerators and denominators of the basic and diluted loss per share calculations were as follows:


	For The Year Ended December 31,
	2020		2019
Loss per share (“EPS”):
EPS - basic and diluted:
Loss per share from continuing operations	$	(0.43)	$	(0.27)
Loss per share from discontinued operations	—		(0.04)
Loss per share	$	(0.43)	$	(0.30)




EPS numerator - basic and diluted:
Loss from continuing operations	$	(1,243)	$	(842)
Loss from discontinued operations, net of income taxes	—		(113)
Net loss	$	(1,243)	$	(955)
EPS denominator (in thousands):
Weighted average common stock outstanding - basic	2,911		3,131
Common stock equivalents: stock options and restricted stock units (a)	—		—
Weighted average number of common stock outstanding - diluted	2,911		3,131


	For The Year Ended December 31,
	2020	2019

Unvested restricted stock units	14,676	63,436
Unvested restricted shares of common stock	52,226	—
Stock options	—	5,000
Total	66,902	68,436

ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

12 Months Ended

Dec. 31, 2020

Payables and Accruals [Abstract]

ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

As of December 31, 2020 and 2019, the Company’s accrued expenses and other current liabilities consisted of the following:


	December 31,
	2020		2019
Salaries, commissions, and benefits	$	4,800	$	4,285
Severance	314		174
Sales, use, payroll, and income taxes	2,088		2,291
Fees for professional services	658		673

Deferred revenue	178		57
Other accruals	1,203		698
Total accrued expenses and other current liabilities	$	9,241	$	8,178

GOODWILL AND INTANGIBLE ASSETS (Narrative) (Details) - USD ($)	12 Months Ended
	Dec. 31, 2020	Oct. 01, 2020	Dec. 31, 2019
Goodwill [Line Items]
Goodwill	$ 2,088,000		$ 0
Amortization expense of intangible assets	$ 80,000
Non-compete agreements
Goodwill [Line Items]
Amortization period, over	2 years
Trade name
Goodwill [Line Items]
Amortization period, over	5 years
Customer lists
Goodwill [Line Items]
Amortization period, over	5 years
Coit Staffing, Inc.
Goodwill [Line Items]
Goodwill		$ 2,088,000

INCOME TAXES Open Years (Details)	3 Months Ended
INCOME TAXES Open Years (Details)	Dec. 31, 2020
U.S. Federal
Tax Years Subject to Examination [Line Items]
Open Tax Year	2017
Majority of U.S. state and local jurisdictions
Tax Years Subject to Examination [Line Items]
Open Tax Year	2016
Australia
Tax Years Subject to Examination [Line Items]
Open Tax Year	2018
Belgium
Tax Years Subject to Examination [Line Items]
Open Tax Year	2017
Canada
Tax Years Subject to Examination [Line Items]
Open Tax Year	2016
Netherlands
Tax Years Subject to Examination [Line Items]
Open Tax Year	2013
Switzerland
Tax Years Subject to Examination [Line Items]
Open Tax Year	2015
United Kingdom
Tax Years Subject to Examination [Line Items]
Open Tax Year	2018
Jurisdictions in Asia
Tax Years Subject to Examination [Line Items]
Open Tax Year	2018

INCOME TAXES Federal Statutory Income Tax Rate Reconciliation (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Income Tax Disclosure [Abstract]
Benefit at federal statutory rates	$ (149)	$ (290)
State income taxes, net of federal benefit	(212)	(147)
Change in valuation allowance	227	(12,005)
Taxes related to foreign income	195	295
Other federal deferred tax adjustments	(271)	58
Other federal deferred tax adjustments	(23)	6,907
Other state deferred tax adjustments	738	5,624
Uncertain tax positions	30	(982)
Provision for (benefit from) income taxes	$ 535	$ (540)

GOODWILL AND INTANGIBLE ASSETS (Changes in Goodwill ) (Details)	12 Months Ended
	Dec. 31, 2020 USD ($)
Goodwill [Roll Forward]
Goodwill, January 1,	$ 0
Acquisition	2,088,000
Currency translation	0
Goodwill, December 31,	$ 2,088,000

INCOME TAXES Summary of Income Tax Contingency (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward]
Balance at January 1, 2019	$ 663	$ 1,574
Additions for tax positions of current years	0	0
Unrecognized Tax Benefits, Increase Resulting from Prior Period Tax Positions	6	15
Reductions for tax positions of prior years	0	(303)
Expiration of applicable statutes of limitations	0	(623)
Balance at December 31, 2018	$ 669	$ 663

ACQUISITION

12 Months Ended

Dec. 31, 2020

Business Combinations [Abstract]

ACQUISITION

On October 1, 2020, the Company, entered into an asset purchase agreement (the “APA”) by and among the Company, Hudson Coit, Inc., a wholly-owned subsidiary of the Company (“Buyer”), Coit Staffing, Inc. (“Seller”), Joe Belluomini, and Tim Farrelly (together with Mr. Belluomini, the “Principals”) and completed the acquisition by Buyer of substantially all of the assets used in the business of the Seller, as set forth in the APA (the “Acquisition”).

Per the terms of the APA, the Seller received (i) $3,997 in cash subject to certain adjustments set forth in the APA at the closing of the Acquisition; (ii) a promissory note in the aggregate principal amount of $1,350, payable in annual installments of $450 per year on the first, second, and third anniversaries of the closing; (iii) $500 worth of shares of the Company’s common stock, with the amount of such shares to be determined by dividing $500 by the weighted average price of the Company’s common stock for the five trading days prior to the closing date, to be issued in three equal installments on each of the 10-month, 20-month, and 30-month anniversaries of the closing date; and (iv) earn-out payments not to exceed $1,500 and $2,030 in the years ended December 31, 2021 and 2022, respectively, based upon the achievement of certain performance thresholds in those years. In addition the Principals each entered into employment agreements with the Company for a term of two years.

The Acquisition was accounted for as a business combination under the acquisition method of accounting. The purchase price consists of the amount paid in cash of $3,997, which was allocated to the net tangible and intangible assets and liabilities based on their fair values on the acquisition date of October 1, 2020, with the excess recorded as goodwill. The Company incurred transaction costs related to the acquisition of $436 that were expensed as part of Office and general on the Consolidated Statements of Operations.

The promissory note and shares of the Company’s common stock to be paid to the Seller as outlined in the APA are tied to the continuing employment of the Principals at the Company, and therefore have been accounted for as compensation expense. This compensation expense is recorded on a straight-line basis under the assumption that the Principals will remain employed by the Company, and therefore that the note will be paid in full and the shares will be issued. As of December 31, 2020, the Company recognized $92 in stock-based compensation associated with the 52,226 restricted shares of common stock to be issued over 30 months (see Note 6) and $113 related to the promissory note. The compensation expense associated with the promissory note payable to the sellers is reflected in Accrued expenses and other current liabilities on the Consolidated Balance Sheets. The total of $205 for the three months ended December 31, 2020 was reflected in Salaries and related expenses on the Consolidated Statements of Operations.

Included in the Company’s Consolidated Statements of Operations from the acquisition date of October 1, 2020 to the

period ended December 31, 2020 are revenue of $1,109 and net loss of $18.

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 acquisition.


	Fair Value
Assets Acquired:
Accounts receivable	$	518
Intangible assets	1,480
Goodwill	2,088
Assets Acquired	$	4,086
Liabilities Assumed:
Accrued commissions	$	44
Deferred revenue	45
Liabilities Assumed	$	89

Fair value of assets acquired and consideration transferred	$	3,997


	Fair Value		Useful Life
Non-compete agreements	$	80	2 years
Trade name	400		5 years
Customer lists	1,000		5 years
Total identifiable assets	$	1,480

Unaudited Pro Forma Financial Information

The following unaudited consolidated pro forma information gives effect to the acquisition of Coit Staffing, Inc. as if the transaction had occurred on January 1, 2019.


	Year ended December 31,
	2020		2019
Revenue	$	104,708	$	99,895
(Loss) income from continuing operations	$	(785)	$	114

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 years ended December 31, 2020 and 2019. This supplemental pro forma information has been prepared for comparative purposes and is not intended to reflect what would have occurred had the acquisition taken place on January 1, 2019.

GOODWILL AND INTANGIBLE ASSETS

12 Months Ended

Dec. 31, 2020

Goodwill and Intangible Assets Disclosure [Abstract]

GOODWILL AND INTANGIBLE ASSETS

Goodwill

The Company recorded goodwill of $2,088 on October 1, 2020 in connection with its acquisition of Coit Staffing Inc. (see Note 4 for further information). Prior to this acquisition the Company had no goodwill. The Goodwill was acquired on the same date of our annual impairment testing and the Company concluded goodwill was not impaired.


	Carrying Value
Goodwill, January 1, 2020	$	—
Acquisition	2,088
Currency translation	—
Goodwill, December 31, 2020	$	2,088

Intangible Assets

In connection with the Coit acquisition, as of December 31, 2020, the Company’s Intangible assets consisted of the following components:


	Average Remaining Amortization Useful Lives (in years)	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
Non-compete agreements	1.75	$	80	$	(10)	$	70
Trade name	4.75	400		(20)		380
Customer lists	4.75	1,000		(50)		950
		$	1,480	$	(80)	$	1,400

Intangible assets are amortized on a straight-line basis over their estimated useful lives. Non-compete are amortized over 2 years and Trade names and Customer lists are amortized over 5 years. Amortization expense for the year ended December 31, 2020 was $80. No impairment in the value of amortizing or non-amortizing intangible assets was recognized during the year ended December 31, 2020.

Estimated future amortization expense of intangible assets for each of the next five fiscal years are as follows:


2021	$	320
2022	310
2023	280
2024	280
2025	210
	$	1,400

STOCKHOLDERS' EQUITY (Details) - USD ($)	1 Months Ended	12 Months Ended		53 Months Ended
STOCKHOLDERS' EQUITY (Details) - USD ($)	Mar. 22, 2019	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2019	Mar. 27, 2020	Jun. 10, 2019	Feb. 22, 2019	Jul. 30, 2015
Stock repurchase program, authorized amount					$ 10,000			$ 10,000,000
Stock repurchased during period, shares	246,863			432,563
Payments for repurchase of common stock	$ 3,703,000	$ 2,239,000	$ 4,545,000	$ 8,297,000
Payments for repurchase of common Stock, fees and expenses	$ 125,000
Common stock, shares authorized (in shares)		20,000,000	20,000,000	20,000,000		20,000,000
Open Market Repurchases [Member]
Stock repurchased during period, shares		54,138
Payments for repurchase of common stock		$ 718,000
March 27, 2020 Program
Stock repurchase program, authorized amount					$ 2,238,000
Stock repurchase program, number of shares authorized to be repurchased					259,331
Cost					$ 1,000
Common Stock, $0.001 par value
Approved tender offer, amount							$ 315,000
Approved tender offer, par value							$ 0.001
Approved tender offer, per share							$ 15.00

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Cash flows from operating activities:
Net loss	$ (1,243)	$ (955)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	179	85
Provision for doubtful accounts	34	80
Benefit from deferred income taxes	(169)	(210)
Stock-based compensation	737	961
Changes in operating assets and liabilities, net of effect of acquisitions and dispositions:
Decrease (increase) in accounts receivable	672	(2,941)
(Increase) decrease in prepaid and other assets	(34)	652
Decrease in accounts payable, accrued expenses and other liabilities	(1,602)	(2,500)
Net cash provided by (used in) operating activities	(1,426)	(4,828)
Cash flows from investing activities:
Capital expenditures	(22)	(84)
Net cash paid for acquisitions	(3,997)	0
Net cash provided by (used in) investing activities	(4,019)	(84)
Cash flows from financing activities:
Proceeds from government lending	1,326	0
Purchases of treasury stock	(2,239)	(4,545)
Purchases of restricted stock from employees	(14)	(41)
Net cash provided by (used in) financing activities	(927)	(4,586)
Effect of exchange rates on cash and cash equivalents and restricted cash	853	156
Net decrease in cash and cash equivalents and restricted cash	(5,519)	(9,342)
Cash, cash equivalents, and restricted cash beginning of the period	31,718	41,060
Cash, cash equivalents, and restricted cash end of the period	26,199	31,718
Supplemental disclosures of cash flow information:
Cash payments during the period for interest	1	6
Cash payments during the period for income taxes, net of refunds	1,108	648
Cash paid for amounts included in operating lease liabilities	272	317
Supplemental non-cash disclosures:
Right-of-use assets obtained in exchange for operating lease liabilities	77	723
PPP loan forgiveness	$ 1,326	$ 0

INCOME TAXES (Tables)

12 Months Ended

Dec. 31, 2020

Income Tax Disclosure [Abstract]

Schedule of income before income tax, domestic and foreign

The domestic and foreign components of loss from continuing operations before provision for income taxes is as follows:


	Year ended December 31,
	2020		2019
Domestic	$	(3,446)	$	(3,131)
Foreign	2,738		1,749
Loss before provision for income taxes	$	(708)	$	(1,382)

Schedule of components of income tax expense (benefit)

The components of the provision for (benefit from) income taxes from continuing operations are as follows:


	Year ended December 31,
	2020		2019
Current tax provision (benefit):
U.S. Federal	$	—	$	—
State and local	5		(495)
Foreign	699		165
Total current provision for (benefit from) income taxes	704		(330)
Deferred tax provision (benefit):
U.S. Federal	—		—
State and local	—		—
Foreign	(169)		(210)
Total deferred benefit from income taxes	(169)		(210)
Total provision for (benefit from) provision for income taxes	$	535	$	(540)

Schedule of effective income tax rate reconciliation

The following is a reconciliation of the effective tax rate from continuing operations for the years ended December 31, 2020 and 2019 to the U.S. federal statutory rate of 21% :


	Year ended December 31,
	2020		2019
Benefit at federal statutory rates	$	(149)	$	(290)
State income taxes, net of federal benefit	(212)		(147)
Change in valuation allowance	227		(12,005)
Taxes related to foreign income	195		295
Non-deductible expenses	(271)		58
Other federal deferred tax adjustments	(23)		6,907
Other state deferred tax adjustments	738		5,624
Uncertain tax positions	30		(982)
Provision for (benefit from) income taxes	$	535	$	(540)

Schedule of deferred tax assets and liabilities


	As of December 31,
	2020		2019
Deferred tax assets (liabilities):
Allowance for doubtful accounts	$	23	$	47
Property and equipment	2		(64)
Goodwill and intangibles	204		200
Accrued compensation	1,818		1,511
Accrued liabilities and other	106		255
Loss carryforwards	186,606		186,325
Deferred tax assets before valuation allowance	188,759		188,274
Valuation allowance	(187,722)		(187,481)
Deferred tax assets, net of valuation allowance	$	1,037	$	793

Summary of income tax contingencies

A reconciliation of the beginning and ending amount of unrecognized tax benefits, excluding interest and penalties is as follows:


	2020		2019
Balance, beginning of year	$	663	$	1,574
Additions for tax positions of current years	—		—
Additions for tax positions of prior years	6		15
Reductions for tax positions of prior years	—		(303)

Expiration of applicable statutes of limitations	—		(623)

Balance, end of year	$	669	$	663

Open years subject to tax examination

As of December 31, 2020, the Company’s open tax years remain subject to examination by the relevant tax authorities and currently under income tax examination were principally as follows:


						Year
Earliest tax years remain subject to examination by the relevant tax authorities:
U.S. Federal						2017
Majority of U.S. state and local jurisdictions						2016
Australia						2018
Belgium						2017
Canada						2016
Netherlands						2013
Switzerland						2015
United Kingdom						2018
Jurisdictions in Asia						2018

DISAGGREGATED REVENUE

12 Months Ended

Dec. 31, 2020

Revenues [Abstract]

DISAGGREGATED REVENUE

The Company’s revenues for the years ended December 31, 2020 and 2019 were as follows:


	December 31,
	2020		2019
RPO Recruitment	$	38,521	$	43,617
Contracting	62,927		50,194
Total Revenue	$	101,448	$	93,811

STOCK-BASED COMPENSATION Restricted stock units (Details) - USD ($)
$ / shares in Units, $ in Thousands

12 Months Ended

Dec. 31, 2020

Dec. 31, 2019

Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward]

Granted, number of share of restricted stock (units)

50,834

Restricted stock units

Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Roll Forward]

Non-vested restricted stock (units) at January 1, weighted average grant date fair value

$ 15.12

$ 15.68

Granted, weighted average grant date fair value

9.49

14.92

Vested, weighted average grant date fair value

11.43

14.87

Forfeitures, Weighted Average Grant Date Fair Value

15.20

15.38

Non-vested restricted stock (units) at December 31, weighted average grant date fair value

$ 15.45

$ 15.12

Share-based Compensation Arrangement By Share-based Payment Award, Equity Instruments Other Than Options, Shares Earned Above Target

^[1]

723

Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Shares Earned Above Target, Weighted Average Grant Date Fair Value

^[1]

$ 0

$ 17.00

Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward]

Unvested restricted stock (units) at January 1, number of shares of restricted stock (unit)

63,436

57,773

Granted, number of share of restricted stock (units)

46,697

88,906

Vested, number of share of restricted stock (units)

(73,073)

(68,876)

Forfeited, number of share of restricted stock (units)

(22,384)

(15,090)

Unvested restricted stock (units) at December 31, number of shares of restricted stock (unit)

14,676

63,436

Employee Service Share-based Compensation, Nonvested Awards, Total Compensation Cost Not yet Recognized

$ 685

$ 1,016

[1]	The number of shares earned above target are based on the performance target established by the Compensation Committee at the initial grant date.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Consolidated Statement of Comprehensive Income [Abstract]
Net loss	$ (1,243)	$ (955)
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Adjustment, Net of Tax	1,005	127
Other Comprehensive Income (Loss), Net of Tax	1,005	127
Comprehensive Income (Loss), Net of Tax, Attributable to Parent	$ (238)	$ (828)

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

Beginning Balance (in shares) at Dec. 31, 2018

DISCONTINUED OPERATIONS - Additional Details (Details) - Discontinued Operations - RTM $ in Thousands	3 Months Ended
	Mar. 31, 2018 USD ($)
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Proceeds from divestiture of business	$ 38,960
Disposal group, including discontinued operation, debt assumed by buyer	$ 17,626

CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY - USD ($)
shares in Thousands, $ in Thousands

Total

Common Stock, $0.001 par value

Additional paid-in capital

Accumulated deficit

Accumulated other comprehensive income (loss)

Treasury stock

^[1]

3,613

Beginning Balance at Dec. 31, 2018

$ 40,487

$ 4

$ 485,127

$ (435,552)

$ (606)

$ (8,486)

Beginning Balance, treasury stock (in shares) at Dec. 31, 2018

^[1]

(423)

Increase (Decrease) in Stockholders' Equity [Roll Forward]

Other comprehensive income (loss), translation adjustments

(955)

127

Purchase of treasury stock (in shares)

^[1]

(301)

Purchases of treasury stock

(4,545)

$ (4,545)

Purchase of restricted stock from employees (in shares)

^[1]

(2)

Purchase of restricted stock from employees

(41)

$ (41)

Stock-based compensation and vesting of restricted stock units (in shares)

^[1]

Stock-based compensation and vesting of restricted stock units

$ 961

961

Ending Balance, treasury stock (in shares) at Dec. 31, 2019

726

(726)

^[1]

Ending Balance (in shares) at Dec. 31, 2019

2,936

3,663

^[1]

Ending Balance at Dec. 31, 2019

$ 36,034

$ 4

486,088

(436,507)

(479)

$ (13,072)

Increase (Decrease) in Stockholders' Equity [Roll Forward]

Other comprehensive income (loss), translation adjustments

(1,243)

1,005

Purchase of treasury stock (in shares)

^[1]

(260)

Purchases of treasury stock

(2,239)

$ (2,239)

Purchase of restricted stock from employees (in shares)

^[1]

(1)

Purchase of restricted stock from employees

(14)

$ (14)

Stock-based compensation and vesting of restricted stock units (in shares)

^[1]

Stock-based compensation and vesting of restricted stock units

$ 737

737

Ending Balance, treasury stock (in shares) at Dec. 31, 2020

987

(987)

^[1]

Ending Balance (in shares) at Dec. 31, 2020

2,685

3,672

^[1]

Ending Balance at Dec. 31, 2020

$ 34,280

$ 4

$ 486,825

$ (437,750)

$ 526

$ (15,325)

[1]	Common stock and Treasury stock for all periods presented reflect the Company’s 1-for-10 reverse stock split, which was effective June 10, 2019.

COMMITMENTS AND CONTINGENCIES

12 Months Ended

Dec. 31, 2020

Commitments and Contingencies Disclosure [Abstract]

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 leased properties, former and current employees, and regulators or tax authorities arising in the ordinary course of business. The Company routinely monitors claims such as these, and records provisions for losses when the claim becomes probable and the amount due is estimable. Although the outcome of these claims cannot be determined, the Company believes that the final resolution of these matters will not have a material adverse effect on the Company’s financial condition, results of operations or liquidity.

For matters that reach the threshold of probable and estimable, the Company establishes reserves for legal, regulatory and other contingent liabilities. The Company’s reserves were $0 as of December 31, 2020 and 2019, respectively.

Departure of Certain Employees

As previously disclosed, on May 31, 2019, the Company and Patrick Lyons, the Company’s Chief Financial Officer, determined that Mr. Lyons would leave his positions with the Company effective June 30, 2019. As a result, during the year ended December 31, 2019, the Company recognized compensation expense of $485 to its former Chief Financial Officer classified within salaries and related expense in the Company’s Consolidated Statement of Operations. Additionally, Mr. Lyons agreed to serve as a consultant to the Company to assist with certain financial and operational matters from July 1, 2019 through December 31, 2019. In consideration for his services as a consultant, the Company paid Mr. Lyons 750 shares of the Company’s common stock at the end of each month during the term of Mr. Lyons’ consulting agreement with the Company.

Operating Leases

Effective January 1, 2019, the Company adopted the new lease guidelines detailed in ASU 2016-02. The Company’s financial position for reporting periods beginning on or after January 1, 2019 are presented under the new guidance, while prior period amounts are not adjusted and continue to be reported in accordance with previous guidance as provided for in the alternative transition approach under ASU 2018-11. We did not elect to apply the recognition requirements to short-term leases with terms of 12 months or less based on original lease commencement date and instead recognize the lease payments on a straight line basis over the lease term. Adoption of this standard resulted in the recording of net operating lease right-of-use assets and corresponding operating lease liabilities of $0.7 million for rented office spaces.

Our office space leases have remaining lease terms of one year to two years. Some of these operating leases include options to extend the lease terms, and some operating leases include options to terminate the leases earlier than the full terms. These options are considered in our determination of the valuation of our right-of-use assets and lease liabilities.

None of our operating leases include implicit rates, and we have determined that the difference between the contractual cost basis and the present value of lease payments calculated using incremental borrowing rates is not material. Our operating lease costs for the years ended December 31, 2020 and 2019 were $604 and $527, respectively (reflected in Net cash used in operating activities). The weighted average remaining lease term of our operating leases as of December 31, 2020 was 1.2 years.

As of December 31, 2020, future minimum operating lease payments are as follows:


	2021		2022		Total
Minimum lease payments	$	192	$	22	$	214

As of December 31, 2019, future minimum operating lease payments for capitalized leases due in 2020 was $406.

Invoice Finance Credit Facility

On April 8, 2019, the Company’s Australian subsidiary (“Australian Borrower”) entered into an invoice finance credit facility agreement (the “NAB Facility Agreement”) with National Australia Bank Limited ("NAB"). The NAB Facility Agreement provides the Australian Borrower with the ability to borrow funds based on a percentage of eligible trade receivables up to a maximum of 4 million Australian dollars. No receivables have terms greater than 90 days, and any risk of loss is retained by the Australian Borrower. The interest rate is calculated as the variable receivable finance indicator rate, plus a margin of 1.60% per annum. Borrowings under this facility are secured by substantially all of the assets of the Australian Borrower. The NAB Facility Agreement does not have a stated maturity date and can be terminated by either the Australian Borrower or NAB upon 90 days written notice. As of December 31, 2020, there were no amounts outstanding under the NAB Facility Agreement. Interest expense and fees incurred on the NAB Facility Agreement were $19 and $20 for the years ended December 31, 2020 and 2019, respectively.

The NAB Facility Agreement contains various restrictions and covenants for the Australian Borrower including (1) that EBITDA must be at least two times total interest paid on debt on a 12-month rolling basis; (2) minimum tangible net worth must be at least 2.5 million Australian dollars and be equal to at least 25% of total tangible assets on June 30 and December 31 (as defined in the NAB Facility Agreement); and (3) additional periodic reporting requirements to NAB. The Company was in compliance with all financial covenants under the NAB Facility Agreement as of December 31, 2020.

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

Paycheck Protection Program

On April 26, 2020, the Company’s wholly owned U.S. subsidiary, Hudson Global Resources Management, Inc., received a $1,326 loan in connection with the PPP as part of the CARES Act, administered by the SBA. As a result of the COVID-19 pandemic, in applying for the loan the Company made a good faith assertion based upon the degree of uncertainty introduced to the capital markets and the industries affecting the Company’s customers and the Company’s dependency to

curtail expenses to fund ongoing operations as the anticipated reduction in RPO recruitment revenue is expected to impact the business. The PPP loan proceeds are to be used to help offset payroll costs as stipulated in the legislation.

All or a portion of the PPP loan may be forgiven by the SBA upon application by the Company and upon documentation of expenditures in accordance with the SBA requirements. Under the CARES Act, loan forgiveness is available for the sum of documented payroll costs, covered rent payments, covered mortgage interest and covered utilities.

The PPP loan had a 1.00% interest rate and was scheduled to mature on April 26, 2022. The loan was subject to the terms and conditions applicable to loans administered by the SBA under the CARES Act. The loan may have been prepaid by the Company at any time prior to maturity with no prepayment penalties. The Company complied with all provisions related to the PPP loan. The Company submitted its application for forgiveness in September 2020 and the SBA approved the forgiveness of the full amount of the loan November 30, 2020. The Company recognized the gain on extinguishment of debt from the loan within PPP loan forgiveness on November 30, 2020.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

12 Months Ended

Dec. 31, 2020

Accounting Policies [Abstract]

Basis of Presentation

Recently Adopted Accounting Standards and Recent Accounting Standard Update Not Yet Adopted

Recently Adopted Accounting Standards

Recent Accounting Standard Update Not Yet Adopted In June 2016, FASB issued ASU 2016-13, “Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments” (“ASU 2016-13”). This standard requires an impairment model (known as the current expected credit loss (“CECL”) model) that is based on expected losses rather than incurred losses. Under the new guidance, each reporting entity should estimate an allowance for expected credit losses, which is intended to result in more timely recognition of losses. This model replaces multiple existing impairment models in current GAAP, which generally requires a loss to be incurred before it is recognized. The new standard applies to trade receivables arising from revenue transactions such as contract assets and accounts receivable. Under ASC 606, revenue is recognized when, among other criteria, it is probable that an entity will collect the consideration it is entitled to when goods or services are transferred to a customer. When trade receivables are recorded, they become subject to the CECL model and estimates of expected credit losses on trade receivables over their contractual life will be required to be recorded at inception based on historical information, current conditions, and reasonable and supportable forecasts. This guidance is effective for smaller reporting companies for annual periods beginning after December 15, 2022, including the interim periods in the year. Early adoption is permitted. The company is currently evaluating this ASU, but does not believe it will have a material impact on its consolidated financial statements and related disclosures.

Principles of Consolidation

Principles of Consolidation The Consolidated Financial Statements include the accounts of the Company and all of its wholly owned and majority-owned subsidiaries. All significant inter-company accounts and transactions between and among the Company and its subsidiaries have been eliminated in consolidation.

Use of Estimates

Concentration and Credit Risk

Revenue Recognition

We primarily record revenue on a gross basis as a principal in the Consolidated Statements of Operations based upon the following key factors:

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

•We maintain control over our contractors while the services to the client are being performed, including our contractors’ billing rates.

satisfied and usage-based fees as the constraint is lifted. We do not incur incremental costs to obtain our RPO recruitment contracts. The costs to fulfill these contracts are expensed as incurred.

Operating Expenses

Stock-Based Compensation

Employee Benefit Programs

Employee Benefit Programs The Company in the U.S. sponsors a defined contribution plan covering substantially all full-time employees (the “401(k) Plan”).

Income Taxes

regarding deferred tax assets and our valuation allowance.

The Company has provided tax on all unremitted earnings of our foreign subsidiaries taking into consideration all expected future events based on presently existing tax laws and rates.

The Company has elected to recognize the tax on Global Intangible Low Taxed Income (“GILTI”) as a period expense in the year the tax is incurred.

Earnings (Loss) Per Share

Fair Value of Financial Instruments

Fair Value of Financial Instruments The carrying amounts reported in the Consolidated Balance Sheets for cash and cash equivalents, accounts receivable, accounts payable and short-term borrowings approximate fair value because of the immediate or short-term maturity of these financial instruments.

Cash and Cash Equivalents and Restricted Cash

Cash and Cash Equivalents

For financial statement presentation purposes, the Company considers all highly liquid investments having an original maturity of three months or less as cash equivalents.

Restricted Cash

Accounts Receivable

Property and Equipment

Property and equipment are stated at cost. Depreciation is computed using the straight-line method over the following estimated useful lives:


						Years
Furniture and equipment						3 - 8
Capitalized software costs						3 - 5
Computer equipment						3 - 5

Capitalized Software Costs

Business Combinations and Asset Acquisitions

Long-Lived Assets and Amortizable Intangibles

Intangible Assets

Amortization expense is computed using the straight-line method over the following estimated useful lives:


						Years
Non-compete agreements						2
Trade name						5
Customer lists						5

Goodwill

Foreign Currency Translation

Comprehensive Income (Loss)

STOCK-BASED COMPENSATION

12 Months Ended

Dec. 31, 2020

Share-based Payment Arrangement [Abstract]

STOCK-BASED COMPENSATION

Equity Compensation Plans

The Company maintains the Hudson Global, Inc. 2009 Incentive Stock and Awards Plan, as amended and restated on May 24, 2016 (the “ISAP”), pursuant to which it can issue equity-based compensation incentives to eligible participants. The ISAP permits the granting of stock options, restricted stock, and restricted stock units as well as other types of equity-based awards. The Compensation Committee of the Company’s Board of Directors (the “Compensation Committee”) will establish such conditions as it deems appropriate on the granting or vesting of stock options, restricted stock, restricted stock units and other types of equity-based awards. As determined by the Compensation Committee, equity awards may also be subject to immediate vesting upon the occurrence of certain events following a change in control of the Company. The Company primarily grants restricted stock and restricted stock units to its employees. A restricted stock unit is equivalent to one share of the Company’s common stock and is payable only in common stock of the Company issued under the ISAP.

The Compensation Committee administers the ISAP and may designate any of the following as a participant under the ISAP: any officer or other employee of the Company or its affiliates or individuals engaged to become an officer or employee, consultants or other independent contractors who provide services to the Company or its affiliates and non-employee directors of the Company. On September 14, 2020, the Company’s stockholders approved an amendment and restatement of the ISAP to, among other things, increase the number of shares of the Company’s common stock that are reserved for issuance by 250,000 shares. As of December 31, 2020, there were 260,513 shares of the Company’s common stock available for future issuance.

During the year ended December 31, 2020, no stock-based units were granted to employees. The Company granted 50,834 restricted stock units to its employees during the year ended December 31, 2019.

The Company also maintains the Director Deferred Share Plan (the “Director Plan”) pursuant to which it can issue restricted stock units to its non-employee directors. A restricted stock unit is equivalent to one share of the Company’s common stock and is payable only in common stock issued under the ISAP upon a director ceasing service as a member of the Board of Directors of the Company. The restricted stock units vest immediately upon grant and are credited to each of the non-employee director’s retirement accounts under the Director Plan. Restricted stock units issued under the Director Plan contain the right to a dividend equivalent award in the form of additional restricted stock units. The dividend equivalent award is calculated using the same rate as the cash dividend paid on a share of the Company’s common stock, and then divided by the closing price of the Company’s common stock on the date the dividend is paid to determine the number of additional restricted stock units to grant. Dividend equivalent awards have the same vesting terms as the underlying awards. During the years ended December 31, 2020 and 2019, the Company granted 46,697 and 38,072 restricted stock units to its non-employee directors pursuant to the Director Plan, respectively.

As of December 31, 2020, 204,972 restricted stock units are deferred under the Company’s ISAP.

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. Accordingly, as of December 31, 2020, the Company recognized $92 in stock-based compensation. See Note 4 for additional information.


	For The Year Ended December 31,
	2020		2019

Restricted shares of common stock	$	92	$	—
Restricted stock units	645		961
Total	$	737	$	961
Tax benefits recognized in jurisdictions where the Company has taxable income	$	18	$	31


	As of December 31,
	2020			2019
	Unrecognized Expense		Weighted Average Period in Years	Unrecognized Expense		Weighted Average Period in Years

Restricted shares of common stock	$	408	1.4	$	—	0.0
Restricted stock units	$	58	1.1	$	278	0.9

Stock Options

Stock options granted by the Company generally expire between five and ten years after the date of grant and have an exercise price of at least 100% of the fair market value of the underlying share of common stock on the date of grant and generally vest ratably over a four-year period.

Changes in the Company’s stock options for the years ended December 31, 2020 and 2019 were as follows:


	For The Year Ended December 31,
	2020			2019
	Number of Options	Weighted Average Exercise Price per Share		Number of Options	Weighted Average Exercise Price per Share
Options outstanding at January 1,	5,000	$	24.90	5,000	$	24.90


Expired/forfeited	(5,000)	$	(24.90)	—	$	—
Options outstanding at December 31,	—	$	—	5,000	$	24.90
Options exercisable at December 31,	—	$	—	5,000	$	24.90

The weighted average remaining contractual term and the aggregated intrinsic value for stock options outstanding and exercisable as of December 31, 2019 was as follows:


		As of December 31,
	2019
		Remaining Contractual Term in Years	Aggregated Intrinsic Value
Stock options outstanding		0.8	$	—
Stock options exercisable		0.8	$	—

Restricted Stock Units

Changes in the Company’s restricted stock units arising from grants to certain employees and non-employee directors for the years ended December 31, 2020 and 2019 were as follows:


	For The Year Ended December 31,
	2020			2019
	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,	63,436	$	15.12	57,773	$	15.68
Granted	46,697	$	9.49	88,906	$	14.92
Shares earned above target (a)	—	$	—	723	$	17.00
Vested	(73,073)	$	11.43	(68,876)	$	14.87
Forfeited	(22,384)	$	15.20	(15,090)	$	15.38
Unvested restricted stock units at December 31,	14,676	$	15.45	63,436	$	15.12

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

The total fair value of restricted stock units vested during the years ended December 31, 2020 and 2019 were as follows:


	For The Year Ended December 31,
	2020		2019
Fair value of restricted stock units vested	$	685	$	1,016

Restricted Shares of Common Stock

Changes in the Company’s restricted shares of common stock arising from the grants issued in connection with the acquisition of Coit Staffing, Inc. (see Note 4) were as follows:


	For The Year Ended December 31,
	2020
	Number of Shares of Restricted Stock Units	Weighted Average Grant-Date Fair Value
Unvested restricted stock units at January 1,	—	$	—
Granted	52,226	9.57
Vested	—	$	—
Unvested restricted stock units at December 31,	52,226	9.57

INCOME TAXES Foreign and Domestic Income Before Tax (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Income Tax Disclosure [Abstract]
Domestic	$ (3,446)	$ (3,131)
Foreign	2,738	1,749
Loss from continuing operations before provision for income taxes	$ (708)	$ (1,382)

SHELF REGISTRATION AND STOCKHOLDER RIGHTS PLAN	12 Months Ended
SHELF REGISTRATION AND STOCKHOLDER RIGHTS PLAN	Dec. 31, 2020
Shelf Registrations Disclosure [Abstract]
SHELF REGISTRATION AND STOCKHOLDER RIGHTS PLAN	STOCKHOLDER RIGHTS PLAN Stockholder Rights Plan On October 15, 2018, the Company’s Board declared a dividend to the Company’s stockholders of record as of the close of business on October 25, 2018 (the “Record Date”), for each outstanding share of the Company’s common stock, par value $0.001 per share, of one right (a “Right”) to purchase one one-hundredth of a share of a new series of participating preferred stock of the Company. The terms of the Rights are set forth in the Rights Agreement, dated as of October 15, 2018 (the “Rights Agreement”), by and between the Company and Computershare Trust Company, N.A., as rights agent. The Board entered into the Rights Agreement in an effort to preserve the value of the Company’s NOLs and other tax benefits. The Company’s ability to utilize its NOLs may be substantially limited if the Company experiences an “ownership change” within the meaning of Section 382 IRC. In general, an “ownership change” would occur if the percentage of the Company’s ownership by one or more “5-percent shareholders” (as defined in the IRC) increases by more than 50 percent over the lowest percentage owned by such stockholders at any time during the prior three years. The Rights Agreement is designed to preserve the Company’s tax benefits by deterring transfers of Common Stock that could result in an “ownership change” under Section 382 of the IRC. The Rights Agreement replaces the Company’s prior rights agreement designed to preserve the value of the Company’s NOLs, which was approved by stockholders in 2015 and expired in accordance with its terms in January 2018. The Company also has a provision in its Amended and Restated Certificate of Incorporation (the “Charter Provision”) which generally prohibits transfers of its common stock that could result in an ownership change. The Company believes that in light of the significant amount of the NOLs, it is advisable to adopt the Rights Agreement in addition to the Charter Provision. In general terms, the Rights Agreement imposes a significant penalty upon any person or group that acquires beneficial ownership (as defined under the Rights Agreement) of 4.99% or more of the outstanding common stock without the prior approval of the Board (an “Acquiring Person”). Any Rights held by an Acquiring Person are void and may not be exercised. The Company obtained stockholder approval of the Rights Agreement at the Company’s 2019 annual meeting of stockholders. If the Rights become exercisable, each Right would allow its holder to purchase from the Company one one-hundredth of a share of the Company’s Series B Junior Participating Preferred Stock (“Series B Preferred Stock”) for a purchase price of $3.50. Each fractional share of Series B Preferred Stock would give the stockholder approximately the same dividend, voting and liquidation rights as does one share of common stock. Prior to exercise, however, a Right does not give its holder any dividend, voting or liquidation rights. The Rights will not be exercisable until the earlier of (i) 10 days after a public announcement by the Company that a person or group has become an Acquiring Person; and (ii) 10 business days (or a later date determined by the Board) after a person or group begins a tender or an exchange offer that, if completed, would result in that person or group becoming an Acquiring Person. Until the date that the Rights become exercisable (the “Distribution Date”), common stock certificates will also evidence the Rights and will contain a notation to that effect. Any transfer of shares of common stock prior to the Distribution Date will constitute a transfer of the associated Rights. After the Distribution Date, the Rights will separate from the common stock and be evidenced by Right certificates, which the Company will mail to all holders of Rights that have not become void. After the Distribution Date, if a person or group already is or becomes an Acquiring Person, all holders of Rights, except the Acquiring Person, may exercise their Rights upon payment of the purchase price to purchase shares of common stock (or other securities or assets as determined by the Board) with a market value of two times the purchase price (a “Flip-in Event”). After the Distribution Date, if a Flip-in Event has already occurred and the Company is acquired in a merger or similar transaction, all holders of Rights, except the Acquiring Person, may exercise their Rights upon payment of the purchase price, to purchase shares of the acquiring or other appropriate entity with a market value of two times the purchase price of the Rights. Rights may be exercised to purchase Series B Preferred Stock only after the Distribution Date occurs and prior to the occurrence of a Flip-in Event as described above. A Distribution Date resulting from the commencement of a tender offer or an exchange offer as described in the second bullet point above could precede the occurrence of a Flip-in Event, in which case the Rights could be exercised to purchase Series B Preferred Stock. A Distribution Date resulting from any occurrence described in the first bullet point above would necessarily follow the occurrence of a Flip-in Event, in which case the Rights could be exercised to purchase shares of common stock (or other securities or assets) as described above. The Rights Agreement grants discretion to the Board to designate a person as an “Exempt Person” or to designate a transaction involving common stock as an “Exempt Transaction.” An “Exempt Person” cannot become an Acquiring Person under the Rights Agreement. The Board can revoke an “Exempt Person” designation if it subsequently makes a contrary determination regarding whether a transaction by such person may jeopardize the availability of the Company’s tax benefits. The Rights will expire on the earliest of (i) October 15, 2021, the third anniversary of the date on which the Board authorized and declared a dividend of the Rights, or such earlier date as of which the Board determines that the Rights Agreement is no longer necessary for the preservation of the Company’s tax benefits, (ii) the time at which the Rights are redeemed, (iii) the time at which the Rights are exchanged, (iv) the effective time of the repeal of Section 382 of the IRC if the Board determines that the Rights Agreement is no longer necessary for the preservation of the Company’s tax benefits, 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 redemption price will be adjusted if the Company declares a stock split or issues a stock dividend on common stock. After the later of the Distribution Date and the date of the first public announcement by the Company that a person or group has become an Acquiring Person, but before an Acquiring Person owns 50% or more of the outstanding common stock, the Board may exchange each Right (other than Rights that have become void) for one share of common stock or an equivalent security. The Board may adjust the purchase price of the Series B Preferred Stock, the number of shares of Series B Preferred Stock issuable and the number of outstanding Rights to prevent dilution that may occur as a result of certain events, including, among others, a stock dividend, a stock split or a reclassification of the Series B Preferred Stock or common stock. No adjustments to the purchase price of less than one percent will be made. Before the time the Rights cease to be redeemable, the Board may amend or supplement the Rights Agreement without the consent of the holders of the Rights, except that no amendment may decrease the redemption price below $0.001 per Right. At any time thereafter, the Board may amend or supplement the Rights Agreement to cure an ambiguity, to alter time period provisions, to correct inconsistent provisions or to make any additional changes to the Rights Agreement, but only to the extent that those changes do not impair or adversely affect the interests of the holders of Rights and do not result in the Rights again becoming redeemable. The limitations on the Board’s ability to amend the Rights Agreement does not affect the Board’s power or ability to take any other action that is consistent with its fiduciary duties, including, without limitation, accelerating or extending the expiration date of the Rights, or making any amendment to the Rights Agreement that is permitted by the Rights Agreement or adopting a new rights agreement with such terms as the Board determines in its sole discretion to be appropriate.

GOODWILL AND INTANGIBLE ASSETS (Tables)

12 Months Ended

Dec. 31, 2020

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Goodwill


	Carrying Value
Goodwill, January 1, 2020	$	—
Acquisition	2,088
Currency translation	—
Goodwill, December 31, 2020	$	2,088

Schedule of Finite-Lived Intangible Assets

In connection with the Coit acquisition, as of December 31, 2020, the Company’s Intangible assets consisted of the following components:


	Average Remaining Amortization Useful Lives (in years)	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
Non-compete agreements	1.75	$	80	$	(10)	$	70
Trade name	4.75	400		(20)		380
Customer lists	4.75	1,000		(50)		950
		$	1,480	$	(80)	$	1,400

Schedule of Finite-Lived Intangible Assets, Future Amortization Expense

Estimated future amortization expense of intangible assets for each of the next five fiscal years are as follows:


2021	$	320
2022	310
2023	280
2024	280
2025	210
	$	1,400

COMMITMENTS AND CONTINGENCIES (Details) $ in Thousands		3 Months Ended	6 Months Ended	12 Months Ended
COMMITMENTS AND CONTINGENCIES (Details) $ in Thousands	Apr. 08, 2019 USD ($)	Jun. 30, 2020 USD ($)	Dec. 31, 2019 USD ($) shares	Dec. 31, 2020 USD ($)	Dec. 31, 2019 USD ($)	Jan. 01, 2019 USD ($)
Commitments And Contingencies [Line Items]
Operating Lease, Weighted Average Remaining Lease Term				1 year 2 months 12 days
Loss Contingency Accrual			$ 0	$ 0	$ 0
Stock Issued During Period, Shares, Issued for Services \| shares			750
Operating lease right-of-use assets			$ 401	210	401
Lessee, Operating Lease, Liability, Payments, Due Year One				192
Lessee, Operating Lease, Liability, Payments, Due Year Two				22
Lessee, Operating Lease, Liability, Payments, Due				214
Operating Leases, Future Minimum Payments Due			$ 406		406
Operating Lease, Cost				$ 604	527
Chief Financial Officer [Member]
Commitments And Contingencies [Line Items]
Salary and Wage, Officer, Excluding Cost of Good and Service Sold		$ 485
Minimum
Commitments And Contingencies [Line Items]
Lessee, Operating Lease, Remaining Lease Term				1 year
Maximum
Commitments And Contingencies [Line Items]
Lessee, Operating Lease, Remaining Lease Term				2 years
Accounting Standards Update 2016-02 [Member]
Commitments And Contingencies [Line Items]
Operating lease right-of-use assets						$ 700
Line of Credit [Member] \| NAB Facility Agreement [Member]
Commitments And Contingencies [Line Items]
Debt Instrument, Termination of Debt Notice	90 days
Debt Instrument, Restrictions and Covenants, Number Of Times EBITDA Must Be Paid Total Interest Period Within A Period of Twelve Months Rolling Basis	2
Debt Instrument, Restrictions and Covenants, Tangible Assets, Minimum				25.00%
Debt Instrument, Restrictions and Covenants, Tangible Net Worth, Minimum	$ 2,500
Line of Credit Facility, Maximum Borrowing Capacity				$ 4,000
Interest Expense				$ 19	$ 20
Variable Receivable Finance Indicator [Member] \| Line of Credit [Member] \| NAB Facility Agreement [Member]
Commitments And Contingencies [Line Items]
Debt instrument, interest rate increase	1.60%

DISCONTINUED OPERATIONS - Income Statement Disclosures (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Loss from discontinued operations	$ 0	$ (113)
Discontinued Operations
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Loss from sale of discontinued operations		(113)
Loss from discontinued operations before income taxes		(113)
Provision for income taxes		0
Loss from discontinued operations		$ (113)

Amount before tax of income (loss) from a discontinued operation. Includes, but is not limited to, the income (loss) from operations during the phase-out period, gain (loss) on disposal, gain (loss) for reversal of write-down (write-down) to fair value, less cost to sell, and adjustments to a prior period gain (loss) on disposal.

Amount of tax expense (benefit) related to a discontinued operation. Includes, but is not limited to, tax expense (benefit) related to income (loss) from operations during the phase-out period, tax expense (benefit) related to gain (loss) on disposal, tax expense (benefit) related to gain (loss) for reversal of write-down (write-down) to fair value, less cost to sell, and tax expense (benefit) related to adjustments of a prior period gain (loss) on disposal.

Amount after tax of income (loss) from a discontinued operation attributable to the parent. Includes, but is not limited to, the income (loss) from operations during the phase-out period, gain (loss) on disposal, gain (loss) for reversal of write-down (write-down) to fair value, less cost to sell, and adjustments to a prior period gain (loss) on disposal.

SEC Schedule, 12-09, Allowance, Credit Loss [Member]

VALUATION RESERVES (Details) - USD ($)
$ in Thousands

12 Months Ended

Dec. 31, 2020

Dec. 31, 2019

SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward]

Balance at Beginning of Period

^[1]

$ 174

$ 41

Additions Charged to Costs/Expenses (Recoveries)

^[1]

Deductions

(198)

^[1]

Balance at End of Period

174

^[1]

SEC Schedule, 12-09, Valuation Allowance, Deferred Tax Asset [Member]

SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward]

Balance at Beginning of Period

^[1]

187,481

199,486

Additions Charged to Costs/Expenses (Recoveries)

370

(12,005)

^[1]

Deductions

(129)

^[1]

Balance at End of Period

$ 187,722

$ 187,481

^[1]

[1]	Includes amounts classified as discontinued operations on the consolidated balance sheet and related activity.

ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) (Tables)

12 Months Ended

Dec. 31, 2020

Accumulated Other Comprehensive Income (Loss) [Line Items]

Schedule of Accumulated Other Comprehensive Income (Loss) [Table Text Block]

Accumulated other comprehensive loss, net of tax, consisted of the following:


	December 31,
	2020		2019
Foreign currency translation adjustments	$	526	$	(479)

Accumulated other comprehensive loss	$	526	$	(479)

COMMITMENTS AND CONTINGENCIES (Tables)

12 Months Ended

Dec. 31, 2020

Commitments and Contingencies Disclosure [Abstract]

Schedule of future minimum rental payments for operating leases

As of December 31, 2020, future minimum operating lease payments are as follows:


	2021		2022		Total
Minimum lease payments	$	192	$	22	$	214

DISAGGREGATED REVENUE (Tables)

12 Months Ended

Dec. 31, 2020

Revenues [Abstract]

Disaggregation of Revenue

The Company’s revenues for the years ended December 31, 2020 and 2019 were as follows:


	December 31,
	2020		2019
RPO Recruitment	$	38,521	$	43,617
Contracting	62,927		50,194
Total Revenue	$	101,448	$	93,811

DISCONTINUED OPERATIONS

12 Months Ended

Dec. 31, 2020

Discontinued Operations and Disposal Groups [Abstract]

DISCONTINUED OPERATIONS

On March 31, 2018, the Company completed the sale of its Recruitment and Talent Management (“RTM”) businesses in Belgium, Europe (excluding Belgium), and Asia Pacific (“APAC”) in separate transactions to Value Plus NV, Morgan Philips Group S.A., and Apache Group Holdings Pty Limited, respectively. The gross proceeds from the sale were $38,960. In addition, $17,626 of debt was assumed by the buyers. The RTM businesses met the criteria for discontinued operations set forth in ASC 205.

Reported results for the discontinued operations by period were as follows:


	Year Ended
	December 31,
	2019
Loss from sale of discontinued operations	$	(113)
Loss from discontinued operations before income taxes	(113)
Provision for income taxes	—
Loss from discontinued operations	$	(113)

GOODWILL AND INTANGIBLE ASSETS (Future Amortization Expense ) (Details) $ in Thousands	Dec. 31, 2020 USD ($)
Goodwill and Intangible Assets Disclosure [Abstract]
2021	$ 320
2022	310
2023	280
2024	280
2025	210
Net Carrying Amount	$ 1,400

GOODWILL AND INTANGIBLE ASSETS (Intangible Assets) (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2020 USD ($)
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	$ 1,480
Accumulated Amortization	(80)
Net Carrying Amount	1,400
Non-compete agreements
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	80
Accumulated Amortization	(10)
Net Carrying Amount	$ 70
Average Remaining Amortization Useful Lives (in years)	1 year 9 months
Trade name
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	$ 400
Accumulated Amortization	(20)
Net Carrying Amount	$ 380
Average Remaining Amortization Useful Lives (in years)	4 years 9 months
Customer lists
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	$ 1,000
Accumulated Amortization	(50)
Net Carrying Amount	$ 950
Average Remaining Amortization Useful Lives (in years)	4 years 9 months

SEGMENT AND GEOGRAPHIC DATA

12 Months Ended

Dec. 31, 2020

Segment Reporting [Abstract]

SEGMENT AND GEOGRAPHIC DATA

Segment Reporting

The Company operates in three reportable segments: the Hudson regional businesses of Americas, Asia Pacific, and Europe. Corporate expenses are reported separately from the three reportable segments and pertain to certain functions, such as executive management, corporate governance, 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, “Segments Reporting.” This standard is based on a management approach that requires segmentation based upon the Company’s internal organization and disclosure of revenue and certain expenses based upon internal accounting methods. The Company’s financial reporting systems present various data for management to run the business, including internal profit and loss statements prepared on a basis not consistent with U.S.

GAAP. Accounts receivable and long-lived assets are the only significant assets separated by segment for internal reporting purposes. The following information is presented net of discontinued operations. For more information see Note 5.


	Americas		Asia Pacific		Europe		Corporate		Inter-segment elimination		Total
For the Year Ended December 31, 2020
Revenue, from external customers	$	10,866	$	75,633	$	14,949	$	—	$	—	$	101,448
Inter-segment revenue	97		6		—		—		(103)		—
Total revenue	$	10,963	$	75,639	$	14,949	$	—	$	(103)	$	101,448
Adjusted net revenue, from external customers (a)	$	9,598	$	19,814	$	9,669	$	—	$	—	$	39,081
Inter-segment adjusted net revenue	97		6		(102)		—		(1)		—
Total adjusted net revenue	$	9,695	$	19,820	$	9,567	$	—	$	(1)	$	39,081



EBITDA (loss) (b)	$	(1,044)	$	2,877	$	481	$	(2,992)	$	—	$	(678)
Depreciation and amortization	(99)		(51)		(24)		(5)		—		(179)
Interest income, net	—		2		—		147		—		149
Intercompany interest (expense) income, net	—		(322)		—		322		—		—
Income (loss) from continuing operations before income taxes	$	(1,143)	$	2,506	$	457	$	(2,528)	$	—	$	(708)
PPP Loan forgiveness	$	1,326	$	—	$	—	$	—	$	—	$	1,326
Provision for (benefit from) income taxes	$	35	$	552	$	(83)	$	31	$	—	$	535
As of December 31, 2020
Accounts receivable, net	$	3,177	$	7,580	$	2,690	$	(2)	$	—	$	13,445
Long-lived assets, net of accumulated depreciation and amortization	$	3,508	$	63	$	27	$	5	$	—	$	3,603
Total assets	$	8,316	$	14,651	$	7,917	$	14,502	$	—	$	45,386


	Americas		Asia Pacific		Europe		Corporate		Inter-segment elimination		Total
For the Year Ended December 31, 2019
Revenue, from external customers	$	13,565	$	61,438	$	18,808	$	—	$	—	$	93,811
Inter-segment revenue	74		—		2		—		(76)		—
Total revenue	$	13,639	$	61,438	$	18,810	$	—	$	(76)	$	93,811
Adjusted net revenue, from external customers (a)	$	12,291	$	21,177	$	10,098	$	—	$	—	$	43,566
Inter-segment adjusted net revenue	72		(69)		3		—		(6)		—
Total adjusted net revenue	$	12,363	$	21,108	$	10,101	$	—	$	(6)	$	43,566



EBITDA (loss) (b)	$	60	$	2,194	$	84	$	(4,252)	$	—	$	(1,914)
Depreciation and amortization	(18)		(39)		(23)		(5)		—		(85)
Interest income, net	—		(4)		—		621		—		617
Intercompany interest (expense) income, net	—		(390)		—		390		—		—
Income (loss) from continuing operations before income taxes	$	42	$	1,761	$	61	$	(3,246)	$	—	$	(1,382)
(Benefit from) provision for income taxes	$	(277)	$	378	$	24	$	(665)	$	—	$	(540)
As of December 31, 2019
Accounts receivable, net	$	2,101	$	6,931	$	3,729	$	34	$	—	$	12,795
Long-lived assets, net of accumulated depreciation and amortization	$	33	$	104	$	38	$	11	$	—	$	186
Total assets	$	4,245	$	12,461	$	7,336	$	22,662	$	—	$	46,704

Geographic Data Reporting

A summary of revenues for the years ended December 31, 2020 and 2019 and net assets by geographic area as of December 31, 2020 and 2019 from continuing operations were as follows:


Information by geographic region	Australia		United Kingdom		United States		Other		Total
For the Year Ended December 31, 2020
Revenue (a)	$	68,039	$	12,930	$	9,595	$	10,884	$	101,448
For the Year Ended December 31, 2019
Revenue (a)	$	53,274	$	16,864	$	12,369	$	11,304	$	93,811
As of December 31, 2020
Long-lived assets, net (b)	$	22	$	27	$	3,512	$	42	$	3,603
Net assets	$	5,384	$	3,286	$	19,169	$	6,441	$	34,280
As of December 31, 2019
Long-lived assets, net (b)	$	34	$	38	$	45	$	69	$	186
Net assets	$	4,001	$	2,332	$	24,007	$	5,694	$	36,034

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

SEGMENT AND GEOGRAPHIC DATA Segment Information (Details)
$ in Thousands

12 Months Ended

Dec. 31, 2020

USD ($)

Dec. 31, 2020

USD ($)

segments

Dec. 31, 2020

USD ($)

Segment

Dec. 31, 2019

USD ($)

Number of reportable segments

$ 101,448

$ 93,811

^[1]

101,448

93,811

^[2]

39,081

43,566

39,081

43,566

^[3]

(678)

(1,914)

(179)

(85)

149

617

Loss from continuing operations before provision for income taxes

(708)

(1,382)

1,326

535

(540)

Long-lived assets, net of accumulated depreciation and amortization

13,445

$ 13,445

12,795

^[4]

3,603

186

Inter-segment elimination

45,386

46,704

(103)

(76)

(103)

(76)

^[2]

(1)

(6)

(1)

(6)

^[3]

Loss from continuing operations before provision for income taxes

Long-lived assets, net of accumulated depreciation and amortization

Americas | Operating Segments

10,866

13,565

10,963

13,639

^[2]

9,598

12,291

9,695

12,363

^[3]

(1,044)

(99)

(18)

Loss from continuing operations before provision for income taxes

(1,143)

1,326

(277)

Long-lived assets, net of accumulated depreciation and amortization

3,177

2,101

3,508

Asia Pacific | Operating Segments

8,316

4,245

75,633

61,438

75,639

61,438

^[2]

19,814

21,177

(69)

19,820

21,108

^[3]

2,877

2,194

(51)

(39)

(4)

Loss from continuing operations before provision for income taxes

(322)

(390)

2,506

1,761

552

378

Long-lived assets, net of accumulated depreciation and amortization

7,580

6,931

104

Europe | Operating Segments

14,651

12,461

14,949

18,808

14,949

18,810

^[2]

9,669

10,098

(102)

9,567

10,101

^[3]

481

(24)

(23)

Loss from continuing operations before provision for income taxes

457

(83)

Long-lived assets, net of accumulated depreciation and amortization

2,690

3,729

Corporate | Operating Segments

7,917

7,336

^[2]

^[3]

(2,992)

(4,252)

(5)

147

621

Loss from continuing operations before provision for income taxes

322

390

(2,528)

(3,246)

(665)

Long-lived assets, net of accumulated depreciation and amortization

(2)

Loss per share from continuing operations

$ 14,502

$ 22,662

[1]	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.
[2]	Adjusted net revenue are net of the Direct contracting costs and reimbursed expenses caption on the Consolidated Statements of Operations. Direct contracting costs and reimbursed expenses include the direct staffing costs of salaries, payroll taxes, employee benefits, travel expenses, and insurance costs for the Company’s contractors and reimbursed out-of-pocket expenses and other direct costs. The region where services are provided, the mix of RPO recruitment and contracting, and the functional nature of the staffing services provided can affect operating income and EBITDA. The salaries, commissions, payroll taxes, and employee benefits related to recruitment professionals are included under the caption “Salaries and related” in the Consolidated Statements of Operations.
[3]	SEC Regulation S-K 229.10(e)1(ii)(A) defines EBITDA as earnings before interest, taxes, depreciation and amortization. EBITDA is presented to provide additional information to investors about the Company’s operations on a basis consistent with the measures that the Company uses to manage its operations and evaluate its performance. Management also uses this measurement to evaluate working capital requirements. EBITDA should not be considered in isolation or as a substitute for operating income and net income prepared in accordance with U.S. GAAP or as a measure of the Company’s profitability.
[4]	Comprised of property and equipment, intangible and goodwill, net of accumulated depreciation and amortization

ACQUISITION (Pro Forma) (Details) - Coit Staffing, Inc. - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Business Acquisition [Line Items]
Revenue	$ 104,708	$ 99,895
Net (loss) income	$ (785)	$ 114

EARNINGS (LOSS) PER SHARE (Computation of basic and diluted earnings (loss) per share) (Details) - USD ($)
$ / shares in Units, shares in Thousands, $ in Thousands

12 Months Ended

Dec. 31, 2020

Dec. 31, 2019

EPS - basic and diluted:

$ (0.43)

$ (0.27)

Loss per share from discontinued operations

(0.04)

Loss per share

$ (0.43)

$ (0.30)

EPS numerator - basic and diluted:

Income (Loss) from Continuing Operations

$ (1,243)

$ (842)

Loss from discontinued operations, net of income taxes

(113)