0001210708-22-000061 | 10-Q | XBRL Viewer

Print Document View Excel Document

Cover - shares	3 Months Ended
Cover - shares	Mar. 31, 2022	Apr. 23, 2022
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Mar. 31, 2022
Document Transition Report	false
Entity File Number	001-38704
Entity Registrant Name	HUDSON GLOBAL, INC.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	59-3547281
Entity Address, Address Line One	53 Forest Avenue
Entity Address, Address Line Two	Suite 102
Entity Address, City or Town	Old Greenwich
Entity Address, State or Province	CT
Entity Address, Postal Zip Code	06870
City Area Code	203
Local Phone Number	409-5628
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		2,804,779
Entity Central Index Key	0001210708
Current Fiscal Year End Date	--12-31
Amendment Flag	false
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	Q1
Common Stock, $0.001 par value \| The NASDAQ Stock Market LLC
Title of 12(b) Security	Common Stock, $0.001 par value
Trading Symbol	HSON
Security Exchange Name	NASDAQ
Preferred Share Purchase Rights \| The NASDAQ Stock Market LLC
Title of 12(b) Security	Preferred Share Purchase Rights
Security Exchange Name	NASDAQ
No Trading Symbol Flag	true

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Income Statement [Abstract]
Revenue	$ 51,917	$ 34,461
Operating expenses:
Direct contracting costs and reimbursed expenses	26,344	21,743
Salaries and related	18,261	10,590
Office and general	2,431	1,624
Marketing and promotion	955	376
Depreciation and amortization	324	110
Total operating expenses	48,315	34,443
Operating income	3,602	18
Non-operating income (expense):
Interest income, net	2	10
Other income (expense), net	(49)	(53)
Income (loss) before income taxes	3,555	(25)
Provision for income taxes	536	178
Net income (loss)	$ 3,019	$ (203)
Earnings (loss) per share:
Basic (in dollars per share)	$ 1.02	$ (0.07)
Diluted (in dollars per share)	$ 0.97	$ (0.07)
Weighted-average shares outstanding:
Basic (in shares)	2,967	2,891
Diluted (in shares)	3,117	2,891

CONDENSED CONSOLIDATED STATEMENT OF OTHER COMPREHENSIVE LOSS - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Statement of Comprehensive Income [Abstract]
Net income (loss)	$ 3,019	$ (203)
Other comprehensive income (loss):
Foreign currency translation adjustment, net of income taxes	137	(226)
Total other comprehensive income (loss), net of income taxes	137	(226)
Comprehensive income (loss)	$ 3,156	$ (429)

- Definition

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

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 942
-SubTopic 220
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-04(22))
-URI http://asc.fasb.org/extlink&oid=120399700&loc=SL114874048-224260

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (f)
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e8933-108599

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 4
-URI http://asc.fasb.org/extlink&oid=124431687&loc=d3e22595-107794

Reference 4: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 944
-SubTopic 220
-Section S99
-Paragraph 1
-Subparagraph (SX 210.7-04(18))
-URI http://asc.fasb.org/extlink&oid=120400993&loc=SL114874131-224263

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 815
-SubTopic 40
-Section 65
-Paragraph 1
-Subparagraph (f)
-URI http://asc.fasb.org/extlink&oid=123482062&loc=SL123482106-238011

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section 50
-Paragraph 6
-URI http://asc.fasb.org/extlink&oid=124431353&loc=SL124452729-227067

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(5))
-URI http://asc.fasb.org/extlink&oid=124359900&loc=SL124442552-122756

Reference 8: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section S99
-Paragraph 2
-Subparagraph (SX 210.5-03(20))
-URI http://asc.fasb.org/extlink&oid=123367319&loc=SL114868664-224227

Reference 9: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 230
-SubTopic 10
-Section 45
-Paragraph 28
-URI http://asc.fasb.org/extlink&oid=123570139&loc=d3e3602-108585

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 1
-Subparagraph (b)(2)
-URI http://asc.fasb.org/extlink&oid=124431687&loc=d3e22499-107794

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(iv))
-URI http://asc.fasb.org/extlink&oid=124359900&loc=SL124442526-122756

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(iii)(A))
-URI http://asc.fasb.org/extlink&oid=124359900&loc=SL124442526-122756

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(i))
-URI http://asc.fasb.org/extlink&oid=124359900&loc=SL124442552-122756

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(i))
-URI http://asc.fasb.org/extlink&oid=124359900&loc=SL124442526-122756

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 9
-URI http://asc.fasb.org/extlink&oid=124431687&loc=d3e22663-107794

Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iv))
-URI http://asc.fasb.org/extlink&oid=124359900&loc=SL124442552-122756

Reference 17: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(ii))
-URI http://asc.fasb.org/extlink&oid=124359900&loc=SL124442526-122756

Reference 18: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 825
-SubTopic 10
-Section 50
-Paragraph 28
-Subparagraph (f)
-URI http://asc.fasb.org/extlink&oid=123596393&loc=d3e14064-108612

Reference 19: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 3
-URI http://asc.fasb.org/extlink&oid=124431687&loc=d3e22583-107794

Reference 20: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(g)(1)(ii))
-URI http://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

Reference 21: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 260
-SubTopic 10
-Section 45
-Paragraph 60B
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=125511455&loc=SL5780133-109256

Reference 22: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 323
-SubTopic 10
-Section 50
-Paragraph 3
-Subparagraph (c)
-URI http://asc.fasb.org/extlink&oid=114001798&loc=d3e33918-111571

Reference 23: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 8
-URI http://asc.fasb.org/extlink&oid=124431687&loc=d3e22658-107794

Reference 24: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section 45
-Paragraph 1A
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=124509347&loc=SL7669619-108580

Reference 25: http://www.xbrl.org/2003/role/exampleRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 31
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e8924-108599

Reference 26: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 11
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=124431687&loc=d3e22694-107794

Reference 27: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 11
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=124431687&loc=d3e22694-107794

Reference 28: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 205
-SubTopic 20
-Section 50
-Paragraph 7
-URI http://asc.fasb.org/extlink&oid=109222650&loc=SL51721683-107760

Reference 29: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section 45
-Paragraph 1B
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=124509347&loc=SL7669625-108580

Reference 30: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 22
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e8736-108599

Reference 31: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(5))
-URI http://asc.fasb.org/extlink&oid=124359900&loc=SL124442526-122756

Reference 32: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iii)(B))
-URI http://asc.fasb.org/extlink&oid=124359900&loc=SL124442552-122756

Reference 33: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iii)(A))
-URI http://asc.fasb.org/extlink&oid=124359900&loc=SL124442552-122756

Reference 34: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 30
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e8906-108599

Reference 35: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (c)
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e8933-108599

+ Details

- Definition

Amount after tax and reclassification adjustments of other comprehensive income (loss).

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section 45
-Paragraph 1A
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=124509347&loc=SL7669619-108580

Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section 50
-Paragraph 4
-URI http://asc.fasb.org/extlink&oid=124431353&loc=SL124442407-227067

Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 2
-URI http://asc.fasb.org/extlink&oid=123467817&loc=d3e21463-112644

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 830
-SubTopic 30
-Section 45
-Paragraph 17
-URI http://asc.fasb.org/extlink&oid=118261656&loc=d3e32136-110900

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section S99
-Paragraph 2
-Subparagraph (SX 210.5-03(21))
-URI http://asc.fasb.org/extlink&oid=123367319&loc=SL114868664-224227

Reference 6: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section 55
-Paragraph 15
-URI http://asc.fasb.org/extlink&oid=124507222&loc=d3e1436-108581

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 830
-SubTopic 30
-Section 45
-Paragraph 20
-URI http://asc.fasb.org/extlink&oid=118261656&loc=d3e32211-110900

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 830
-SubTopic 30
-Section 50
-Paragraph 1
-URI http://asc.fasb.org/extlink&oid=6450520&loc=d3e32583-110901

Reference 9: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section 50
-Paragraph 5
-URI http://asc.fasb.org/extlink&oid=124431353&loc=SL124442411-227067

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section 45
-Paragraph 1B
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=124509347&loc=SL7669625-108580

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 942
-SubTopic 220
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-04(23))
-URI http://asc.fasb.org/extlink&oid=120399700&loc=SL114874048-224260

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 944
-SubTopic 220
-Section S99
-Paragraph 1
-Subparagraph (SX 210.7-04(19))
-URI http://asc.fasb.org/extlink&oid=120400993&loc=SL114874131-224263

+ Details

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Current assets:
Cash and cash equivalents	$ 19,154	$ 21,714
Accounts receivable, less allowance for doubtful accounts of $197 and $196, respectively	28,924	25,748
Restricted cash, current	173	222
Prepaid and other	2,426	1,476
Total current assets	50,677	49,160
Property and equipment, net of accumulated depreciation of $849 and $807, respectively	422	371
Operating lease right-of-use assets	1,110	477
Deferred tax assets, net	1,471	1,345
Restricted cash	195	177
Goodwill	4,219	4,219
Intangible assets, net of accumulated amortization of $809 and $532, respectively	5,211	5,488
Other assets	5	5
Total assets	63,310	61,242
Current liabilities:
Accounts payable	1,062	871
Accrued salaries, commissions, and benefits	8,251	10,961
Accrued expenses and other current liabilities	7,606	6,748
Note payable – short term	750	750
Operating lease obligations, current	521	363
Total current liabilities	18,190	19,693
Income tax payable	77	470
Operating lease obligations	599	118
Note payable – long term	1,250	1,250
Other liabilities	402	395
Total liabilities	20,518	21,926
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; 3,799 and 3,694 shares issued; 2,805 and 2,707 shares outstanding, respectively	4	4
Additional paid-in capital	489,795	489,249
Accumulated deficit	(431,504)	(434,523)
Accumulated other comprehensive income (loss), net of applicable tax	52	(85)
Treasury stock, 994 and 987 shares, respectively, at cost	(15,555)	(15,329)
Total stockholders' equity	42,792	39,316
Total liabilities and stockholders' equity	$ 63,310	$ 61,242

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Statement of Financial Position [Abstract]
Accounts receivable, allowance for doubtful accounts	$ 197	$ 196
Property and equipment, accumulated depreciation	849	807
Intangibles assets, accumulated amortization	$ (809)	$ (532)
Preferred stock, par value (dollars per share)	$ 0.001	$ 0.001
Preferred stock, shares authorized (in shares)	10,000,000	10,000,000
Preferred stock, issued (in shares)	0	0
Preferred stock, outstanding (in shares)	0	0
Common stock, par value (dollars per share)	$ 0.001	$ 0.001
Common stock, shares authorized (in shares)	20,000,000	20,000,000
Common stock, issued (in shares)	3,799,000	3,694,000
Common stock, shares, outstanding (in shares)	2,805,000	2,707,000
Treasury stock, shares (in shares)	994,000	987,000

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Cash flows from operating activities:
Net income (loss)	$ 3,019	$ (203)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Depreciation and amortization	324	110
Provision for doubtful accounts	9	0
Benefit from deferred income taxes	(84)	(70)
Stock-based compensation	546	302
Changes in operating assets and liabilities, net of effect of dispositions:
Increase in accounts receivable	(2,981)	(3,813)
Increase in prepaid and other assets	(955)	(22)
(Decrease) increase in accounts payable, accrued expenses and other liabilities	(2,264)	1,284
Net cash used in operating activities	(2,386)	(2,412)
Cash flows from investing activities:
Capital expenditures	(93)	(40)
Net cash used in investing activities	(93)	(40)
Cash flows from financing activities:
Purchase of restricted stock from employees	(226)	0
Net cash used in financing activities	(226)	0
Effect of exchange rates on cash, cash equivalents and restricted cash	114	(156)
Net decrease in cash, cash equivalents and restricted cash	(2,591)	(2,608)
Cash, cash equivalents, and restricted cash, beginning of the period	22,113	26,199
Cash, cash equivalents, and restricted cash, end of the period	19,522	23,591
Supplemental disclosures of cash flow information:
Cash received during the period for interest	3	10
Net cash payments during the period for income taxes	867	299
Cash paid for amounts included in operating lease liabilities	124	112
Supplemental non-cash disclosures:
Right-of-use assets obtained in exchange for operating lease liabilities	$ 772	$ 611

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY - USD ($) shares in Thousands, $ in Thousands	Total	Common stock and additional paid-in capital	Treasury Stock	Accumulated other comprehensive income (loss)	Retained Earnings
Beginning Balance (in shares) at Dec. 31, 2020	2,685	3,672
Beginning Balance (in shares) at Dec. 31, 2020			(987)
Beginning Balance at Dec. 31, 2020	$ 34,280	$ 486,829	$ (15,325)	$ 526	$ (437,750)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Stock-based compensation (in shares)		3
Stock-based compensation		$ 302
Purchase of treasury stock (in shares)			0
Purchase of treasury stock			$ (2)
Purchase of restricted stock from employees (in shares)			0
Purchase of restricted stock from employees			$ 0
Other comprehensive income (loss)				(226)
Net income (loss)	$ (203)				(203)
Ending Balance (in shares) at Mar. 31, 2021	2,688	3,675
Ending Balance (in shares) at Mar. 31, 2021			(987)
Ending Balance at Mar. 31, 2021	$ 34,151	$ 487,131	$ (15,327)	300	(437,953)
Beginning Balance (in shares) at Dec. 31, 2021	2,707	3,694
Beginning Balance (in shares) at Dec. 31, 2021	987		(987)
Beginning Balance at Dec. 31, 2021	$ 39,316	$ 489,253	$ (15,329)	(85)	(434,523)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Stock-based compensation (in shares)		105
Stock-based compensation		$ 546
Purchase of treasury stock (in shares)			0
Purchase of treasury stock			$ 0
Purchase of restricted stock from employees (in shares)			(7)
Purchase of restricted stock from employees			$ (226)
Other comprehensive income (loss)				137
Net income (loss)	$ 3,019				3,019
Ending Balance (in shares) at Mar. 31, 2022	2,805	3,799
Ending Balance (in shares) at Mar. 31, 2022	994		(994)
Ending Balance at Mar. 31, 2022	$ 42,792	$ 489,799	$ (15,555)	$ 52	$ (431,504)

BASIS OF PRESENTATION	3 Months Ended
BASIS OF PRESENTATION	Mar. 31, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
BASIS OF PRESENTATION	BASIS OF PRESENTATION These interim unaudited condensed consolidated financial statements have been prepared in accordance with United States of America (“U.S.”) generally accepted accounting principles (“U.S. GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X of the United States Securities and Exchange Commission (“SEC”) for interim financial reporting and should be read in conjunction with the consolidated financial statements and related notes of Hudson Global, Inc. and its subsidiaries (the “Company”) filed in its Annual Report on Form 10-K for the year ended December 31, 2021. The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities, and the reported amounts of operating revenues and expenses. These estimates are based on management’s knowledge and judgments. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation of the Company’s financial position, results of operations, and cash flows at the dates and for the periods presented have been included. The results of operations for interim periods are not necessarily indicative of the results of operations for the full year. The condensed consolidated financial statements include the accounts of the Company and all of its wholly owned subsidiaries. Intra-entity balances and transactions between and among the Company and its subsidiaries have been eliminated in consolidation. Certain prior period amounts have been reclassified to conform to the current year presentation with no material impact on the condensed consolidated financial statements. For more information, see Note 2 to the Condensed Consolidated Financial Statements.

DESCRIPTION OF BUSINESS	3 Months Ended
DESCRIPTION OF BUSINESS	Mar. 31, 2022
Description of Business [Abstract]
DESCRIPTION OF BUSINESS	DESCRIPTION OF BUSINESS The Company is comprised of the operations, assets, and liabilities of the Company’s three regional businesses: the Americas, Asia Pacific, and Europe. The Company provides Recruitment Process Outsourcing (“RPO”) permanent recruitment and contracting outsourced recruitment solutions. These services are tailored to the individual needs of primarily mid-to-large-cap multinational companies. The Company’s RPO delivery teams utilize state-of-the-art recruitment process methodologies and project management expertise in their flexible, turnkey solutions to meet clients’ ongoing business needs. The Company’s RPO services include complete recruitment outsourcing, project-based outsourcing, contingent workforce solutions, and recruitment consulting. On October 29, 2021, Hudson completed the acquisition of Karani, LLC, a Chicago-headquartered recruiting services provider that primarily serves U.S.-based customers from its operations in India and the Philippines. Karani, LLC partners with recruitment and staffing firms to assist with recruiting, sourcing, screening, onboarding, and other talent-related services across a variety of industries. This acquisition has enhanced the Company’s global delivery capability by adding a substantial presence in India and the Philippines, fostering business in new markets, and further developing the Company’s technology recruitment capabilities. On October 1, 2020, the Company completed its acquisition of Coit Staffing, Inc., which expanded its presence in the technology sector and established a Technology Group located in San Francisco. In addition to providing RPO services to clients in the tech sector, the Technology Group operates jointly with the Company’s existing teams in the Americas, Asia Pacific, and Europe to provide continuous access to knowledge regarding new and emerging technologies in the RPO, Managed Solutions Provider, and Total Talent Solutions space, enabling the Company to better serve its clients around the world. The Company operates directly in fourteen countries with three reportable geographic business segments: Americas, Asia Pacific, and Europe. See Note 13 to the Condensed Consolidated Financial Statements for further details regarding the reportable segments. In December 2019, a novel strain of coronavirus, referred to as COVID-19, was reported. On March 11, 2020, the World Health Organization declared the outbreak to be a pandemic, based on the rapid increase in exposure globally. Many countries around the world have imposed quarantines and restrictions on travel and mass gatherings to slow the spread of the virus. COVID-19 continues to have an impact around the world and presents risks to the Company, which the Company is unable to fully evaluate or foresee at the current time. However, the Company is vigilantly monitoring the business environment surrounding COVID-19 and continues to proactively address this situation as it evolves. The Company believes it can continue to take appropriate actions to manage the business in this challenging environment due to the flexibility of its workforce and the strength of its balance sheet.

ACCOUNTING PRONOUNCEMENTS	3 Months Ended
ACCOUNTING PRONOUNCEMENTS	Mar. 31, 2022
Accounting Policies [Abstract]
ACCOUNTING PRONOUNCEMENTS	ACCOUNTING PRONOUNCEMENTS Adoption of New Accounting Pronouncements On January 1, 2021, the Company adopted Accounting Standards Update (“ASU”) 2019-12, “Income Taxes (“Topic 740”): Simplifying the Accounting for Income Taxes”. The standard simplifies accounting for income taxes by removing certain exceptions to the general principles in Topic 740. The ASU also clarifies and amends existing guidance to improve consistent application. For public business entities, this standard is effective for fiscal years and interim periods within those fiscal years beginning after December 15, 2020. The adoption of this standard did not have a material impact on the Company’s condensed consolidated financial statements. Recent Accounting Standard Update Not Yet Adopted In June 2016, the Financial Accounting Standards Board (the “FASB”) issued ASU 2016-13, “Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments”. 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 U.S. GAAP, which generally require 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 Accounting Standards Codification (“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 with annual periods beginning after December 15, 2022, including the interim periods in the year. Early adoption is permitted. The Company is evaluating the effect of adopting this new accounting guidance, and will adopt the guidance when it becomes effective.

- Definition

The entire disclosure for change in accounting principle. Includes, but is not limited to, nature, reason, and method of adopting amendment to accounting standards or other change in accounting principle.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 65
-Paragraph 1
-Subparagraph (g)(2)
-URI http://asc.fasb.org/extlink&oid=123338486&loc=SL49131195-203048

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-URI http://asc.fasb.org/topic&trid=2122394

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 105
-SubTopic 10
-Section 65
-Paragraph 6
-Subparagraph (f)
-URI http://asc.fasb.org/extlink&oid=124434974&loc=SL124442142-165695

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 65
-Paragraph 1
-Subparagraph (i)
-URI http://asc.fasb.org/extlink&oid=123338486&loc=SL49131195-203048

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 65
-Paragraph 8
-Subparagraph (e)(2)
-URI http://asc.fasb.org/extlink&oid=123459177&loc=SL121830611-158277

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section S99
-Paragraph 6
-URI http://asc.fasb.org/extlink&oid=122038215&loc=SL108384541-122693

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 310
-SubTopic 20
-Section 65
-Paragraph 2
-Subparagraph (d)(1)
-URI http://asc.fasb.org/extlink&oid=124402435&loc=SL124402458-218513

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 825
-SubTopic 10
-Section 65
-Paragraph 6
-Subparagraph (e)(2)
-URI http://asc.fasb.org/extlink&oid=123597120&loc=SL121967933-165497

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 65
-Paragraph 1
-Subparagraph (i)(2)
-URI http://asc.fasb.org/extlink&oid=123338486&loc=SL49131195-203048

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 825
-SubTopic 10
-Section 65
-Paragraph 6
-Subparagraph (e)(1)
-URI http://asc.fasb.org/extlink&oid=123597120&loc=SL121967933-165497

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 944
-SubTopic 40
-Section 65
-Paragraph 2
-Subparagraph (g)(2)(iii)
-URI http://asc.fasb.org/extlink&oid=124501264&loc=SL117420844-207641

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 1
-Subparagraph (b)(4)
-URI http://asc.fasb.org/extlink&oid=124431687&loc=d3e22499-107794

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 944
-SubTopic 40
-Section 65
-Paragraph 2
-Subparagraph (g)(2)(ii)
-URI http://asc.fasb.org/extlink&oid=124501264&loc=SL117420844-207641

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 944
-SubTopic 40
-Section 65
-Paragraph 2
-Subparagraph (g)(2)(i)
-URI http://asc.fasb.org/extlink&oid=124501264&loc=SL117420844-207641

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 65
-Paragraph 8
-Subparagraph (e)(1)
-URI http://asc.fasb.org/extlink&oid=123459177&loc=SL121830611-158277

Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 718
-SubTopic 10
-Section 65
-Paragraph 15
-Subparagraph (g)(1)
-URI http://asc.fasb.org/extlink&oid=121322162&loc=SL121327923-165333

Reference 17: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 815
-SubTopic 40
-Section 65
-Paragraph 1
-Subparagraph (e)(1)
-URI http://asc.fasb.org/extlink&oid=123482062&loc=SL123482106-238011

Reference 18: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 310
-SubTopic 20
-Section 65
-Paragraph 2
-Subparagraph (d)(2)
-URI http://asc.fasb.org/extlink&oid=124402435&loc=SL124402458-218513

Reference 19: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 65
-Paragraph 1
-Subparagraph (j)
-URI http://asc.fasb.org/extlink&oid=123338486&loc=SL49131195-203048

Reference 20: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 944
-SubTopic 40
-Section 65
-Paragraph 2
-Subparagraph (g)(2)(iv)
-URI http://asc.fasb.org/extlink&oid=124501264&loc=SL117420844-207641

Reference 21: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 926
-SubTopic 20
-Section 65
-Paragraph 2
-Subparagraph (f)(1)
-URI http://asc.fasb.org/extlink&oid=120154821&loc=SL120154904-197079

Reference 22: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section S99
-Paragraph 5
-Subparagraph (SAB Topic 11.M.Q2)
-URI http://asc.fasb.org/extlink&oid=122038215&loc=d3e31137-122693

Reference 23: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 926
-SubTopic 20
-Section 65
-Paragraph 2
-Subparagraph (f)(2)
-URI http://asc.fasb.org/extlink&oid=120154821&loc=SL120154904-197079

Reference 24: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 1
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=124431687&loc=d3e22499-107794

Reference 25: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 926
-SubTopic 20
-Section 65
-Paragraph 2
-Subparagraph (f)(3)
-URI http://asc.fasb.org/extlink&oid=120154821&loc=SL120154904-197079

Reference 26: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 825
-SubTopic 10
-Section 65
-Paragraph 6
-Subparagraph (e)(3)
-URI http://asc.fasb.org/extlink&oid=123597120&loc=SL121967933-165497

Reference 27: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 326
-SubTopic 10
-Section 65
-Paragraph 4
-Subparagraph (e)(1)
-URI http://asc.fasb.org/extlink&oid=122640432&loc=SL121648383-210437

Reference 28: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 1
-Subparagraph (c)(1)
-URI http://asc.fasb.org/extlink&oid=124431687&loc=d3e22499-107794

Reference 29: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 944
-SubTopic 40
-Section 65
-Paragraph 2
-Subparagraph (h)(2)
-URI http://asc.fasb.org/extlink&oid=124501264&loc=SL117420844-207641

Reference 30: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 326
-SubTopic 10
-Section 65
-Paragraph 4
-Subparagraph (e)(2)
-URI http://asc.fasb.org/extlink&oid=122640432&loc=SL121648383-210437

Reference 31: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 1
-Subparagraph (b)(1)
-URI http://asc.fasb.org/extlink&oid=124431687&loc=d3e22499-107794

Reference 32: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 848
-SubTopic 10
-Section 65
-Paragraph 1
-Subparagraph (e)(1)
-URI http://asc.fasb.org/extlink&oid=122150657&loc=SL122150809-237846

Reference 33: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 65
-Paragraph 8
-Subparagraph (e)(3)
-URI http://asc.fasb.org/extlink&oid=123459177&loc=SL121830611-158277

Reference 34: http://www.xbrl.org/2003/role/disclosureRef
-Topic 848
-SubTopic 10
-Name Accounting Standards Codification
-Section 65
-Paragraph 2
-Publisher FASB
-Subparagraph (c)

+ Details

REVENUE RECOGNITION

3 Months Ended

Mar. 31, 2022

Revenue from Contract with Customer [Abstract]

REVENUE RECOGNITION

Nature of Services

We account for a contract when both parties to the contract have approved the contract, the rights of the parties are identified, payment terms are identified, the contract has commercial substance, and collectability of consideration is probable. Revenues are recognized over time, using an input or output method, as the control of the promised services is transferred to the client in an amount that reflects the consideration we expect to be entitled to in exchange for those services. The majority of our contracts are short-term in nature as they include termination clauses that allow either party to cancel within a short termination period, without cause. Revenue includes billable travel and other reimbursable costs and is reported net of sales or use taxes collected from clients and remitted to taxing authorities.

We generally determine standalone selling prices based on the prices included in our client contracts, using expected cost plus profit, or other observable prices. The price as specified in our client contracts is generally considered the standalone selling price as it is an observable input that depicts the price as if sold to a similar client in similar circumstances. Certain client contracts have variable consideration, including usage-based fees that increase the transaction price and volume rebates or other similar items that generally reduce the transaction price. We estimate variable consideration using the expected value method based on the terms of the client contract and historical evidence. These amounts may be constrained and are only included in revenue to the extent we do not expect a significant reversal when the uncertainty associated with the variable consideration is resolved. Our estimated amounts of variable consideration subject to constraints are not material and we do not believe that there will be significant changes to our estimates.

We record accounts receivable when our right to consideration becomes unconditional. Contract assets primarily relate to our rights to consideration for services provided that such rights to consideration are conditional on satisfaction of future performance obligations. A contract liability for deferred revenue is recorded when consideration is received, or is unconditionally due, from a client prior to transferring control of services to the client under the terms of a contract. Deferred revenue balances typically result from advance payments received from clients prior to transferring control of services. Other than deferred revenue, we do not have any material contract assets or liabilities as of and for the three months ended March 31, 2022 and 2021. As of March 31, 2022 and December 31, 2021, deferred revenue was $318 and $533, respectively.

Payment terms vary by client and the services offered. We consider payment terms that exceed one year to be extended payment terms. Substantially all of the Company’s contracts include payment terms of 90 days or less, and we do not extend payment terms beyond one year.

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

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

•We maintain control over our contractors while the services to the client are being performed, including our contractors’ billing rates, and are ultimately responsible for paying them.

RPO Recruitment. We provide complete recruitment outsourcing, project-based outsourcing, and recruitment consulting for clients’ permanent staff hires. We recognize revenue for our RPO recruitment over time in an amount that reflects the consideration we expect to be entitled to and have an enforceable right to payment in exchange for our services. The client simultaneously receives and consumes the benefits of the services as they are provided. The transaction prices contain both fixed fees and variable consideration. Variable consideration is constrained by candidates accepting offers of permanent employment. We recognize revenue on fixed fees as the performance obligations are satisfied and variable fees as the constraint is lifted. We do not incur incremental costs to obtain our RPO recruitment contracts. The costs to fulfill these contracts are expensed as incurred.

We recognize permanent placement revenue when employment candidates accept offers of permanent employment. We have a substantial history of estimating the financial impact of permanent placement candidates who do not remain with our clients through a guarantee period. Fees to clients are generally calculated as a percentage of the new employee’s annual compensation. No fees for permanent placement services are charged to employment candidates.

Contracting. We provide RPO clients with a range of outsourced professional contract staffing services and managed service provider services, sometimes offered on a standalone basis and sometimes offered as part of a blended total talent solution. We recognize revenue for our contracting services over time as services are performed in an amount that reflects the consideration we expect to be entitled to and have an enforceable right to payment in exchange for our services, which is generally calculated as hours worked multiplied by the agreed-upon hourly bill rate. The client simultaneously receives and consumes the benefits of the services as they are provided. We do not incur incremental costs to obtain our contracting contracts. The costs incurred to fulfill these contracts are expensed as incurred.

In the first quarter of 2022, one contracting customer ended its agreement with the Company. For the full year ended December 31, 2021, the contracting customer had revenue of $44,888, or 27% of the Company's revenue, which is reported as revenue in the Company’s Condensed Consolidated Statements of Operations, and Direct contracting costs and reimbursed expenses of $43,980, which is reported as Direct contracting costs and reimbursed expenses in the Company’s Condensed Consolidated Statements of Operations. Revenue less direct contracting costs and reimbursed expenses for this customer was $908, or 1% of the Company's total revenue less direct contracting costs and reimbursed expenses of $68,157, for the full year ended December 31, 2021. The Company does not believe that the loss of this customer will have a material adverse impact on the Company and its subsidiaries.

Unsatisfied performance obligations. As a practical expedient, we do not disclose the value of unsatisfied performance obligations for (i) contracts with an expected original duration of one year or less and (ii) contracts for which we recognize revenue at the amount to which we have the right to invoice for services performed.

Disaggregation of Revenue

The following table presents our disaggregated revenues by revenue source. For additional information on the revenues by geographical segment, see Note 13 to the Condensed Consolidated Financial Statements.









	Three Months Ended March 31,
	2022		2021
RPO Recruitment	$	25,260	$	12,386
Contracting	26,657		22,075
Total Revenue	$	51,917	$	34,461

- Definition

The entire disclosure of revenue from contract with customer to transfer good or service and to transfer nonfinancial asset. Includes, but is not limited to, disaggregation of revenue, credit loss recognized from contract with customer, judgment and change in judgment related to contract with customer, and asset recognized from cost incurred to obtain or fulfill contract with customer. Excludes insurance and lease contracts.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-URI http://asc.fasb.org/topic&trid=49130388

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 10
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130551-203045

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 13
-Subparagraph (b)(2)
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130556-203045

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130554-203045

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 9
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130550-203045

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (e)
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130554-203045

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130554-203045

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (d)
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130554-203045

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 15
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130558-203045

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (c)
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130554-203045

+ Details

ACQUISITION

3 Months Ended

Mar. 31, 2022

Business Combinations [Abstract]

ACQUISITION

Karani, LLC

On October 29, 2021, the Company entered into a membership interest purchase agreement (the “MIPA”) by and among the Company, Hudson Global Resources Management, Inc. (“HGRM”), a wholly owned subsidiary of the Company, and Daniel Williams (“Williams”), and completed the acquisition (the “Karani Acquisition”) by HGRM of all of the membership interests of Karani, LLC, a Delaware limited liability company.

Karani, LLC partners with recruitment and staffing firms to assist with recruiting, sourcing, screening, onboarding, and other talent-related services across a variety of industries to customers primarily located in the United States. On the date of acquisition, Karani, LLC had approximately 560 employees in India and 120 employees in the Philippines.

As outlined in the MIPA, Williams received (i) $6,805 in cash subject to certain adjustments set forth in the MIPA at the closing of the Karani Acquisition; and (ii) a non-interest bearing promissory note in the aggregate principal amount of $2,000, payable in installments on the six-month and eighteen-month anniversaries of the closing date subject to the satisfaction of certain conditions as further described in the MIPA. There are no employment stipulations for Williams associated with the MIPA.

The Karani Acquisition was accounted for as a business combination under the acquisition method of accounting. The purchase price of $8,673, which consists of the amount paid in cash of $6,805, a promissory note of $2,000, and a working capital credit of $132, was allocated to the net tangible and intangible assets and liabilities based on their fair values on the acquisition date of October 29, 2021, with the excess recorded as goodwill. The purchase price included $737 of cash and cash equivalents acquired. The Company incurred transaction costs related to the acquisition of approximately $200 that were expensed as part of Office and general on the Consolidated Statements of Operations included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021. In addition to the purchase price, Hudson agreed to pay a $250 retention payment to the Chief Financial Officer of Karani, LLC, which is classified as compensation expense, recorded on a straight-line basis.

The Company’s Consolidated Statements of Operations for the three months ended March 31, 2022 included external revenue of $2,568 and net income of $235, from the acquired company.

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:
Cash and cash equivalents	$	737
Accounts receivable	1,521
Restricted cash, current	50
Prepaid expenses and other assets	177
Property and equipment	119
Operating lease right-of-use assets	100
Restricted cash	3
Other long-term assets	19
Intangible assets	4,540
Goodwill	2,131
Assets Acquired	$	9,397
Liabilities Assumed:
Accrued expenses and other current liabilities	$	436
Operating lease obligations, current	88
Operating lease obligations, non current	12
Other long-term liabilities	188
Liabilities Assumed	$	724

Fair value of assets acquired and consideration transferred	$	8,673

Intangible assets are amortized on a straight-line basis over their estimated useful lives. The following table sets forth the components of identifiable intangible assets acquired and their estimated useful lives on the date of acquisition.


	Fair Value		Useful Life
Developed technology	$	640	3 years
Customer lists	2,800		6 years
Trade name	1,100		10 years
Total identifiable assets	$	4,540

Unaudited Pro Forma Financial Information

The following unaudited consolidated pro forma information gives effect to the acquisition of Karani, LLC as if the transaction had occurred on January 1, 2021.


	Three Months Ended
	March 31, 2021
Revenue	$	36,152
Net loss	$	(228)

The unaudited pro forma supplemental information provided above is based on estimates and assumptions that the Company believes are reasonable, and reflects the pro forma impact of additional amortization related to the fair value of acquired intangible assets for the three months ended March 31, 2021. This supplemental pro forma information has been prepared for comparative purposes and is not intended to reflect what would have occurred had the Karani Acquisition taken place on January 1, 2021.

Coit Staffing, Inc.

On October 1, 2020, the Company, entered into an asset purchase agreement (the “APA”) by and among the Company, Hudson Coit, Inc. (“Buyer”), a wholly-owned subsidiary of the Company, 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 “Coit 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 Coit 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 in 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 Coit 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 included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020.

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. For the three months ended March 31, 2022 and 2021, the Company recognized $42 and $90, respectively in stock-based compensation associated with the 52,226 restricted shares of common stock which were issued over 30 months (see Note 6 to the Condensed Consolidated Financial Statements). In addition, in the three months ended March 31, 2022, the Company recognized expense of $112 related to the promissory note, and $508 related to earn-out payments. For the three months ended March 31, 2021, the Company recognized expense of $91 related to the promissory note, and $200 related to earn-out payments. The amount due associated with the promissory note payable to the Principals is reflected in Accrued salaries, commissions, and benefits on the Condensed Consolidated Balance Sheets. The compensation expense recognized of $662 and $381 for the three months ended March 31, 2022 and 2021, respectively, is reflected in Salaries and related expenses on the Condensed Consolidated Statements of Operations.

The Company’s Consolidated Statements of Operations for the three months ended March 31, 2022 and 2021 included revenue of $5,982, and $1,316, respectively, and net income of $1,259 and net loss of $334, respectively, from the acquired company.

STOCK-BASED COMPENSATION

3 Months Ended

Mar. 31, 2022

Share-based Payment Arrangement [Abstract]

STOCK-BASED COMPENSATION

Incentive Compensation Plan

The Company maintains the Hudson Global, Inc. 2009 Incentive Stock and Awards Plan, as amended and restated on May 24, 2016 and further amended on September 14, 2020 (the “ISAP”), pursuant to which it can issue equity-based compensation incentives to eligible participants. The ISAP permits the granting of stock options, restricted stock, restricted stock units, and other types of equity-based awards. The Compensation Committee (the “Compensation Committee”) of the Board of Directors (the “Board”) will establish such conditions as it deems appropriate on the granting or vesting of stock options, restricted stock, restricted stock units, and other types of equity-based awards. As determined by the Compensation Committee, equity awards also may be subject to immediate vesting upon the occurrence of certain events following a change in control of the Company. The Company primarily grants restricted stock and restricted stock units to its employees. A restricted stock unit is equivalent to one share of the Company’s common stock and is payable only in common stock of the Company issued under the ISAP.

The Compensation Committee administers the ISAP and may designate any of the following as a participant under the ISAP: any officer or other employee of the Company or its affiliates or individuals engaged to become an officer or employee; consultants or other independent contractors who provide services to the Company or its affiliates; and non-employee directors of the Company. The Company has included an amendment to the ISAP in its proxy statement for its 2022 Annual Meeting of Stockholders to increase the number of shares of the Company's common stock that are reserved for issuance by 250,000 shares. As of March 31, 2022, there were 24,690 shares of the Company’s common stock available for future issuance under the ISAP.

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

In the first quarter of 2021, the Company granted restricted stock units subject to performance vesting conditions for the years ended December 31, 2021 and December 31, 2020 of 73,596 and 53,075, respectively. In addition, in the first quarter of 2021, the Company granted 25,500 of discretionary time-vested stock units to certain employees that were not subject to performance conditions. For three months ended March 31, 2022, the Company granted 20,667 restricted stock units subject to performance vesting conditions. The Compensation Committee approved the grant of additional restricted stock units to executives of the Company, subject to approval of the amendment to the Hudson Global, Inc. 2009 Incentive Stock and Awards Plan, as amended (the “Plan”), to increase the number of shares of the Company’s common stock issuable under the Plan by the Company’s stockholders at the Company’s 2022 Annual Meeting of Stockholders.

A summary of the quantity and vesting conditions for stock-based units granted to the Company's employees for the three months ended March 31, 2022 was as follows:

Vesting conditions

Number of Restricted Stock Units Granted

Performance and service conditions - Type 1 (1) (2)

15,667

Performance and service conditions - Type 2 (1) (2)

5,000

Total shares of stock award granted

20,667

(1)For grants to Corporate office employees subject to 2022 performance conditions, 100% of the restricted stock units may be earned on the basis of performance as measured by a “group adjusted EBITDA”.

(2)To the extent restricted stock units are earned, such restricted stock units will vest on the basis of service as follows:

(a)33% and 66.6% for Type 1 and Type 2, respectively, of the restricted stock units will vest on the first anniversary of the grant date;

(b)33% and 16.7% for Type 1 and Type 2, respectively, of the restricted stock units will vest on the second anniversary of the grant date; and

(c)34% and 16.7% for Type 1 and Type 2, respectively, of the restricted stock units will vest on the third anniversary of the grant date; provided that, in each case, the employee remains employed by the Company from the grant date through the applicable service vesting date.

The Company also maintains the Director Deferred Share Plan (the “Director Plan”) as part of the ISAP pursuant to which it can issue restricted stock units to its non-employee directors. A restricted stock unit is equivalent to one share of the Company’s common stock and is payable only in common stock issued under the ISAP upon a director ceasing service as a member of the Company's Board. The restricted stock units vest immediately upon grant and are credited to each of the non-employee director's retirement accounts under the Director Plan. Restricted stock units issued under the Director Plan contain the right to a dividend equivalent award in the form of additional restricted stock units. The dividend equivalent award is calculated using the same rate as the cash dividend paid on a share of the Company’s common stock, and then divided by the closing price of the Company’s common stock on the date the dividend is paid to determine the number of additional restricted stock units to grant. Dividend equivalent awards have the same vesting terms as the underlying awards. During the three months ended March 31, 2022, the Company granted 1,352 restricted stock units to its non-employee directors pursuant to the Director Plan.

As of March 31, 2022, 212,287 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, for the three months ended March 31, 2022 and 2021, the Company recognized $42 and $90 in stock-based compensation. See Note 5 for additional information.

For the three months ended March 31, 2022 and 2021, the Company’s stock-based compensation expense related to restricted stock units and restricted shares of common stock were as follows:


	Three Months Ended March 31,
		2022		2021

Restricted shares of common stock (see Note 5)		$	42	$	90
Restricted stock units		504		212
Total		$	546	$	302

Restricted Stock Units

As of March 31, 2022, the Company had $1,739 of unrecognized stock-based compensation expense related to outstanding unvested restricted stock units. The Company expects to recognize that cost over a weighted average service period of 1.45 years. Restricted stock units have no voting or dividend rights until the awards are vested.

Changes in the Company’s restricted stock units for the three months ended March 31, 2022 and 2021 were as follows:


	Three Months Ended March 31, 2022
	Performance-based			Time-based/Director			Total
	Number of Shares of Restricted Stock Units	Weighted Average Grant-Date Fair Value		Number of Shares of Restricted Stock Units	Weighted Average Grant-Date Fair Value		Number of Shares of Restricted Stock Units	Weighted Average Grant-Date Fair Value
Unvested restricted stock units at January 1,	121,393	$	15.88	46,500	$	17.15	167,893	$	16.23
Granted	20,667	$	30.00	1,352	$	33.90	22,019	$	30.24
Shares earned above target (a)	36,884	$	16.70	—	$	—	36,884	$	16.70
Vested	(74,900)	$	16.03	(9,437)	$	17.31	(84,337)	$	16.17
Forfeited	—	$	—	(1,675)	$	14.54	(1,675)	$	14.54
Unvested restricted stock units at March 31,	104,044	$	18.86	36,740	$	17.84	140,784	$	18.60

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

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


	Three Months Ended March 31, 2021
	Performance-based			Time-based/Director			Total
	Number of Shares of Restricted Stock Units	Weighted Average Grant-Date Fair Value		Number of Shares of Restricted Stock Units	Weighted Average Grant-Date Fair Value		Number of Shares of Restricted Stock Units	Weighted Average Grant-Date Fair Value
Unvested restricted stock units at January 1,	14,676	$	15.45	—	$	—	14,676	$	15.45
Granted	126,671	$	15.79	28,240	$	14.75	154,911	$	15.60

Vested	(2,699)	$	15.30	(2,740)	$	16.71	(5,439)	$	16.01
Forfeited	(11,411)	$	14.54	—	$	—	(11,411)	$	14.54
Unvested restricted stock units at March 31,	127,237	$	15.88	25,500	$	14.54	152,737	$	15.65

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

Shares of Common Stock

As of March 31, 2022, the Company had approximately $83 of unrecognized stock-based compensation expense related to outstanding unvested restricted shares of common stock issued in connection with the Coit Acquisition (see Note 5). These shares had a grant price of $9.57 and a remaining average expected life of 0.58 years. Restricted shares of common stock have no voting or dividend rights until the awards are vested.

Changes in the Company’s restricted shares of common stock for the three months ended March 31, 2022 and 2021 were as follows:


	Three Months Ended March 31,
	2022			2021
	Number of Restricted Shares of Common Stock	Weighted Average Grant-Date Fair Value		Number of Restricted Shares of Common Stock	Weighted Average Grant-Date Fair Value
Unvested restricted shares of common stock at January 1,	34,818	$	9.57	52,226	$	9.57
Vested	—	$	—	—	$	—
Unvested restricted shares of common stock at March 31,	34,818	$	9.57	52,226	$	9.57

INCOME TAXES

3 Months Ended

Mar. 31, 2022

Income Tax Disclosure [Abstract]

INCOME TAXES

Income Tax Provision

Under ASC 270, “Interim Reporting”, and ASC 740-270, “Income Taxes – Intra Period Tax Allocation”, the Company is required to adjust its effective tax rate for each quarter to be consistent with the estimated annual effective tax rate. Jurisdictions with a projected loss for the full year where no tax benefit can be recognized are excluded from the calculation of the estimated annual effective tax rate. Applying the provisions of ASC 270 and ASC 740-270 could result in a higher or lower effective tax rate during a particular quarter, based upon the mix and timing of actual earnings versus annual projections.

Effective Tax Rate

The provision for income taxes for the three months ended March 31, 2022 was $536 on a pre-tax income of $3,555, compared to a provision for income taxes of $178 on pre-tax loss of $25 for the same period in 2021. The Company’s effective income tax rate was positive 15% and negative 721% for the three months ended March 31, 2022 and 2021, respectively. For the three months ended March 31, 2022 and 2021, the effective tax rates differed from the U.S. Federal statutory rate of 21% primarily due to changes in valuation allowances in the U.S. and certain foreign jurisdictions, which reduces or eliminates the effective tax rate on current year profits or losses, foreign tax rate differences, and non-deductible expenses.

Uncertain Tax Positions

As of both March 31, 2022 and December 31, 2021, the Company had $360 of unrecognized tax benefits, excluding interest and penalties, which if recognized in the future, would lower the Company’s effective income tax rate.

The Company recognizes accrued interest and penalties related to unrecognized tax benefits as part of the provision for income taxes. As of March 31, 2022 and December 31, 2021, the Company had $115 and $110, respectively, of accrued interest and penalties associated with unrecognized tax benefits.

Based on information available as of March 31, 2022, it is reasonably possible that the total amount of unrecognized tax benefits could decrease by up to $400 over the next 12 months as a result of projected resolutions of global tax examinations and controversies and potential expirations of the applicable statutes of limitations.

In many cases, the Company’s unrecognized tax benefits are related to tax years that remain subject to examination by the relevant tax authorities. Tax years with net operating losses (“NOLs”) remain open until such losses expire or until the statutes of limitations for those years when the NOLs are used expire. As of March 31, 2022, the Company’s open tax years, which remain subject to examination by the relevant tax authorities, are between 2014 and 2020 depending on the jurisdiction.

The Company believes that its unrecognized tax benefits as of March 31, 2022 are appropriately reflected for all years subject to examination above.

- Definition

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 21
-URI http://asc.fasb.org/extlink&oid=121826272&loc=d3e32857-109319

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section S99
-Paragraph 2
-Subparagraph (SAB Topic 11.C)
-URI http://asc.fasb.org/extlink&oid=122134291&loc=d3e330215-122817

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 17
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=121826272&loc=d3e32809-109319

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SAB TOPIC 6.I.5.Q1)
-URI http://asc.fasb.org/extlink&oid=122134291&loc=d3e330036-122817

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 14
-URI http://asc.fasb.org/extlink&oid=121826272&loc=d3e32705-109319

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 270
-Section 50
-Paragraph 1
-URI http://asc.fasb.org/extlink&oid=6424409&loc=d3e44925-109338

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-URI http://asc.fasb.org/topic&trid=2144680

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 30
-Section 50
-Paragraph 2
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=6424122&loc=d3e41874-109331

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(h)(2))
-URI http://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

+ Details

EARNINGS (LOSS) PER SHARE

3 Months Ended

Mar. 31, 2022

Earnings Per Share [Abstract]

EARNINGS (LOSS) PER SHARE

Basic earnings (loss) per share is computed by dividing the Company’s net income (loss) by the weighted average number of shares outstanding during the period. When the effects are not anti-dilutive, diluted earnings (loss) per share is computed by dividing the Company’s net income (loss) by the weighted average number of shares outstanding and the impact of all dilutive potential common shares, primarily stock options “in-the-money”, unvested restricted stock, and unvested restricted stock units. The dilutive impact of stock options, unvested restricted stock, and unvested restricted stock units is determined by applying the “treasury stock” method. Performance-based restricted stock awards are included in the computation of diluted earnings per share only to the extent that the underlying performance conditions: (i) are satisfied prior to the end of the reporting period; or (ii) would be satisfied if the end of the reporting period were the end of the related performance period and the result would be dilutive under the treasury stock method. Stock awards subject to vesting or exercisability based on the achievement of market conditions are included in the computation of diluted earnings per share only when the market conditions are met.

A reconciliation of the numerators and denominators of the basic and diluted earnings (loss) per share calculations for the three months ended March 31, 2022 and 2021 are as follows:


	Three Months Ended March 31,
		2022		2021
Earnings (loss) per share (“EPS”):



Basic		$	1.02	$	(0.07)



Diluted		$	0.97	$	(0.07)
EPS numerator - basic and diluted:


Net income (loss)		$	3,019	$	(203)
EPS denominator (in thousands):
Weighted average common stock outstanding - basic		2,967		2,891
Common stock equivalents: restricted stock units and restricted shares of common stock		150		—		(a)
Weighted average number of common stock outstanding - diluted		3,117		2,891

(a)The diluted weighted average number of shares of common stock outstanding did not differ from the basic weighted average number of shares of common stock outstanding because the effects of any potential common stock equivalents (see Note 6 to the Condensed Consolidated Financial Statements for further details on unvested restricted stock units) were anti-dilutive and therefore not included in the calculation of the denominator of dilutive earnings (loss) per share.

The weighted average number of shares outstanding used in the computation of diluted net earnings or loss per share for the three months ended March 31, 2022 and 2021 did not include the effect of the following potentially outstanding shares of common stock because the effect would have been anti-dilutive:


	Three Months Ended March 31,
		2022	2021
Unvested restricted shares of common stock		—	52,226
Unvested restricted stock units		—	152,737

Total		—	204,963

GOODWILL AND INTANGIBLE ASSETS

3 Months Ended

Mar. 31, 2022

Goodwill and Intangible Assets Disclosure [Abstract]

GOODWILL AND INTANGIBLE ASSETS

Goodwill

The Company recorded goodwill of $2,131 on October 29, 2021 in connection with the Karani Acquisition and goodwill of $2,088 in connection with the Coit Acquisition. (see Note 5 for further information).

Intangible Assets

The Company’s intangible assets consisted of the following components:


March 31, 2022	Weighted Average Remaining Amortization Useful Lives (in years)	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
Non-compete agreements	0.5	$	80	$	(60)	$	20
Trade name	8.0	1,500		(166)		1,334
Customer lists	5.0	3,800		(494)		3,306
Developed technology	2.6	640		(89)		551
		$	6,020	$	(809)	$	5,211


December 31, 2021	Weighted Average Remaining Amortization Useful Lives (in years)	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
Non-compete agreements	0.8	$	80	$	(50)	$	30
Trade name	8.2	1,500		(118)		1,382
Customer lists	5.3	3,800		(328)		3,472
Developed technology	2.8	640		(36)		604
		$	6,020	$	(532)	$	5,488

Amortization expense for the three months ended March 31, 2022 and 2021 was $277 and $80, respectively. Intangible assets are amortized on a straight-line basis over their estimated useful lives. No impairment in the value of amortizable intangible assets was recognized during three months ended March 31, 2022 and 2021.

Estimated future amortization expense for intangible assets for the remainder of the fiscal year ending December 31, 2022, and for each of the next fiscal years are as follows:


2022	$	823
2023	1,070
2024	1,034
2025	787
2026	577
Thereafter	920
	$	5,211

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


	January 1, 2022 Beginning Balance		Amortization		March 31, 2022 Ending Balance
Non-compete agreements	$	30	$	(10)	$	20
Trade name	1,382		(48)		1,334
Customer lists	3,472		(166)		3,306
Developed technology	604		(53)		551
	$	5,488	$	(277)	$	5,211

COMMITMENTS AND CONTINGENCIES

3 Months Ended

Mar. 31, 2022

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

For matters that reach the threshold of probable and estimable, the Company establishes reserves for legal, regulatory, and other contingent liabilities. The legal reserves are included under the caption “Other non-current liabilities” in the Condensed Consolidated Balance Sheets. The Company did not have any legal reserves as of March 31, 2022 and December 31, 2021.

Operating Leases

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

None of our operating leases include implicit rates, and we have determined that the difference between the contractual cost basis and the present value of lease payments calculated using incremental borrowing rates is not material. Our operating lease costs for the three months ended March 31, 2022 and 2021 were $277 and $177, respectively (reflected in Net cash used in operating activities). The weighted average remaining lease term of our operating leases as of March 31, 2022 was 2.8 years.

As of March 31, 2022, future minimum operating lease payments are as follows:


	2022		2023		2024		2025		2026		2027		Total
Minimum lease payments	$	404	$	352	$	151	$	90	$	92	$	31	$	1,120

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 March 31, 2022, there were no amounts outstanding under the NAB Facility Agreement. Interest expense and fees incurred on the NAB Facility Agreement was $5 for each of the three months ended March 31, 2022 and 2021.

The NAB Facility Agreement contains various restrictions and covenants for the Australian Borrower including (1) that EBITDA must be at least two times total interest paid on debt on a 12-month rolling basis; (2) minimum tangible net worth must be at least 2.5 million Australian dollars and be equal to at least 25% of total tangible assets on June 30 and December 31 (as defined in the NAB Facility Agreement); and (3) additional periodic reporting requirements to NAB. The Australian Borrower was in compliance with all financial covenants under the NAB Facility Agreement as of December 31, 2021.

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

ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

3 Months Ended

Mar. 31, 2022

Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract]

ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

Accumulated other comprehensive income (loss), net of applicable tax, consisted of the following:


	March 31,		December 31,
	2022		2021
Foreign currency translation adjustments	$	52	$	(85)

Accumulated other comprehensive income (loss)	$	52	$	(85)

STOCKHOLDERS' EQUITY	3 Months Ended
STOCKHOLDERS' EQUITY	Mar. 31, 2022
Equity [Abstract]
STOCKHOLDERS' EQUITY	STOCKHOLDERS' EQUITY Common Stock On July 30, 2015, the Company announced that its Board authorized the repurchase of up to $10,000 of the Company’s common stock. The Company intends to make purchases from time to time as market conditions warrant. This authorization does not expire. During the three months ended March 31, 2022 and 2021, no purchases of shares were made by the Company under this authorization. As of March 31, 2022, under the July 30, 2015 authorization, the Company had repurchased an aggregate of 432,563 shares for a total cost of $8,297. STOCKHOLDER RIGHTS PLAN On October 15, 2018, the Company’s Board of Directors declared a dividend to the Company’s stockholders of record as of the close of business on October 25, 2018 (the “Record Date”), for each outstanding share of the Company’s common stock, of one right (a “Right”) to purchase one one-hundredth of a share of a new series of participating preferred stock of the Company. The terms of the Rights are set forth in the Rights Agreement, dated as of October 15, 2018 (as amended, the “Rights Agreement”), by and between the Company and Computershare Trust Company, N.A., as rights agent (the “Rights Agent”). The Company’s stockholders approved the Rights Agreement at the Company’s 2019 Annual Meeting of Stockholders held on May 6, 2019. On September 28, 2021, the Company and the Rights Agent entered into a First Amendment to Rights Agreement (the “Amendment”) that amended the Rights Agreement to extend its term through October 15, 2024. The amendment was approved by the Board on September 28, 2021, subject to stockholder approval. The Company has included the Amendment in its proxy statement for its 2022 Annual Meeting of Stockholders and recommends that its stockholders approve the Amendment. Each Right allows its holder to purchase from the Company one one-hundredth of a share of the Company’s Series B Junior Participating Preferred Stock (“Series B Preferred Stock”) for a purchase price of $3.50. Each fractional share of Series B Preferred Stock would give the stockholder approximately the same dividend, voting and liquidation rights as does one share of common stock. Prior to exercise, however, a Right does not give its holder any dividend, voting or liquidation rights. The Board entered into the Rights Agreement in an effort to preserve the value of the Company’s significant U.S. NOLs and other tax benefits. The Company’s ability to utilize its NOLs may be substantially limited if the Company experiences an “ownership change” within the meaning of Section 382 of the Internal Revenue Code of 1986, as amended (the “Code”). In general, an “ownership change” would occur if the percentage of the Company’s ownership by one or more “5-percent shareholders” (as defined in the Code) increases by more than 50 percent over the lowest percentage owned by such stockholders at any time during the prior three years. The Rights Agreement is designed to preserve the Company’s tax benefits by deterring transfers of common stock that could result in an “ownership change” under Section 382 of the Code. The Rights Agreement replaced the Company’s prior rights agreement designed to preserve the value of the Company’s NOLs, which was approved by stockholders in 2015 and expired in accordance with its terms in January 2018. The Company also has a provision in its Amended and Restated Certificate of Incorporation (the “Charter Provision”) which generally prohibits transfers of its common stock that could result in an ownership change. The Company believes that in light of the significant amount of the NOLs, it is advisable for the Company’s stockholders to approve the Amendment to extend the term of the Rights Agreement. In general terms, the Rights Agreement imposes a significant penalty upon any person or group that acquires beneficial ownership (as defined under the Rights Agreement) of 4.99% or more of the outstanding common stock without the prior approval of the Board (an “Acquiring Person”). Any Rights held by an Acquiring Person are void and may not be exercised. The Rights will not be exercisable until the earlier of (i) 10 days after a public announcement by the Company that a person or group has become an Acquiring Person; and (ii) 10 business days (or a later date determined by the Board) after a person or group begins a tender or an exchange offer that, if completed, would result in that person or group becoming an Acquiring Person. Until the date that the Rights become exercisable (the “Distribution Date”), common stock certificates will also evidence the Rights and will contain a notation to that effect. Any transfer of shares of common stock prior to the Distribution Date will constitute a transfer of the associated Rights. After the Distribution Date, the Rights will separate from the common stock and be evidenced by Right certificates, which the Company will mail to all holders of Rights that have not become void. After the Distribution Date, if a person or group already is or becomes an Acquiring Person, all holders of Rights, except the Acquiring Person, may exercise their Rights upon payment of the purchase price to purchase shares of common stock (or other securities or assets as determined by the Board) with a market value of two times the purchase price (a “Flip-in Event”). After the Distribution Date, if a Flip-in Event has already occurred and the Company is acquired in a merger or similar transaction, all holders of Rights, except the Acquiring Person, may exercise their Rights upon payment of the purchase price, to purchase shares of the acquiring or other appropriate entity with a market value of two times the purchase price of the Rights. Rights may be exercised to purchase Series B Preferred Stock only after the Distribution Date occurs and prior to the occurrence of a Flip-in Event as described above. A Distribution Date resulting from the commencement of a tender offer or an exchange offer as described in the second bullet point above could precede the occurrence of a Flip-in Event, in which case the Rights could be exercised to purchase Series B Preferred Stock. A Distribution Date resulting from any occurrence described in the first bullet point above would necessarily follow the occurrence of a Flip-in Event, in which case the Rights could be exercised to purchase shares of common stock (or other securities or assets) as described above. If the Amendment is approved at the Company’s 2022 Annual Meeting of Stockholders, the Rights will expire on the earliest of (i) October 15, 2024, or such earlier date as of which the Board determines that the Rights Agreement is no longer necessary for the preservation of the Company’s tax benefits, (ii) the time at which the Rights are redeemed, (iii) the time at which the Rights are exchanged, (iv) the effective time of the repeal of Section 382 of the Code if the Board determines that the Rights Agreement is no longer necessary for the preservation of the Company’s tax benefits, (v) the first day of a taxable year to which the Board determines that no NOLs or other tax benefits may be carried forward, and (vi) the close of business on the first business day following the certification of the voting results of the Company’s 2022 Annual Meeting of Stockholders, if stockholder approval has not been obtained prior to such date. The Board may redeem all (but not less than all) of the Rights for a redemption price of $0.001 per Right at any time before the later of the Distribution Date and the date of the first public announcement or disclosure by the Company that a person or group has become an Acquiring Person. Once the Rights are redeemed, the right to exercise the Rights will terminate, and the only right of the holders of such Rights will be to receive the redemption price. The Board may adjust the purchase price of the Series B Preferred Stock, the number of shares of Series B Preferred Stock issuable and the number of outstanding Rights to prevent dilution that may occur as a result of certain events, including, among others, a stock dividend, a stock split or a reclassification of the Series B Preferred Stock or common stock. Before the time the Rights cease to be redeemable, the Board may amend or supplement the Rights Agreement without the consent of the holders of the Rights, except that no amendment may decrease the redemption price below $0.001 per Right.

- Definition

The entire disclosure for shareholders' equity comprised of portions attributable to the parent entity and noncontrolling interest, including other comprehensive income. Includes, but is not limited to, balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings, accumulated balance for each classification of other comprehensive income and amount of comprehensive income.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 13
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496158-112644

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 13
-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496158-112644

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 14
-Subparagraph (c)
-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496171-112644

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 14
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496171-112644

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.3-04)
-URI http://asc.fasb.org/extlink&oid=120397183&loc=d3e187085-122770

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 18
-Subparagraph (d)
-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496189-112644

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 13
-Subparagraph (g)
-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496158-112644

Reference 8: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-URI http://asc.fasb.org/topic&trid=2208762

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 18
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496189-112644

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 13
-Subparagraph (h)
-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496158-112644

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 14
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496171-112644

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 18
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496189-112644

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 16
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496180-112644

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 13
-Subparagraph (i)
-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496158-112644

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(e)(1))
-URI http://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

+ Details

SEGMENT AND GEOGRAPHIC DATA

3 Months Ended

Mar. 31, 2022

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 for the three reportable segments and pertain to certain functions, such as executive management, corporate governance, investor relations, legal, accounting, tax, and treasury. A portion of these expenses are attributed to the reportable segments for providing the above services to them, and have been allocated to the segments as management service expenses, and are included in the segments’ non-operating other income (expense). Segment information is presented in accordance with ASC 280, “Segment Reporting.” This standard is based on a management approach that requires segmentation based upon the Company’s internal organization and disclosure of revenue and certain expenses based upon internal accounting methods. The Company’s financial reporting systems present various data for management to run the business, including internal profit and loss statements prepared on a basis not consistent with U.S. GAAP. Accounts receivable and long-lived assets are the only significant asset separated by segment for internal reporting purposes.


	Americas		Asia Pacific		Europe		Corporate		Inter-Segment Elimination		Total

















For The Three Months Ended March 31, 2022
Revenue, from external customers	$	14,611	$	31,133	$	6,173	$	—	$	—	$	51,917
Inter-segment revenue	53		12		31		—		(96)		—
Total revenue	$	14,664	$	31,145	$	6,204	$	—	$	(96)	$	51,917
Adjusted net revenue, from external customers (a)	$	13,702	$	8,213	$	3,658	$	—	$	—	$	25,573
Inter-segment adjusted net revenue	16		(8)		(8)		—		—		—
Total adjusted net revenue	$	13,718	$	8,205	$	3,650	$	—	$	—	$	25,573



EBITDA (loss) (b)	$	2,414	$	2,027	$	147	$	(711)	$	—	$	3,877
Depreciation and amortization	(305)		(11)		(7)		(1)		—		(324)
Intercompany (expense) interest income, net	—		(75)		—		75		—		—
Interest income, net	—		1		—		1		—		2
Provision for (benefit from) income taxes	$	(42)	$	(531)	$	16	$	21	$	—	$	(536)
Net income (loss)	$	2,067	$	1,411	$	156	$	(615)	$	—	$	3,019

As of March 31, 2022
Accounts receivable, net	$	11,711	$	11,761	$	5,452	$	—	$	—	$	28,924
Long-lived assets, net of accumulated depreciation and amortization (b)	$	9,735	$	57	$	56	$	4	$	—	$	9,852
Total assets	$	26,047	$	24,119	$	8,472	$	4,672	$	—	$	63,310


	Americas		Asia Pacific		Europe		Corporate		Inter- Segment Elimination		Total

















For The Three Months Ended March 31, 2021
Revenue, from external customers	$	4,561	$	25,340	$	4,560	$	—	$	—	$	34,461
Inter-segment revenue	—		—		—		—		—		—
Total revenue	$	4,561	$	25,340	$	4,560	$	—	$	—	$	34,461
Adjusted net revenue, from external customers (a)	$	4,209	$	5,758	$	2,751	$	—	$	—	$	12,718
Inter-segment adjusted net revenue	—		—		—		—		—		—
Total adjusted net revenue	$	4,209	$	5,758	$	2,751	$	—	$	—	$	12,718



EBITDA (loss) (b)	$	(278)	$	762	$	70	$	(479)	$	—	$	75
Depreciation and amortization	(86)		(14)		(9)		(1)		—		(110)
Intercompany (expense) interest income, net	—		(85)		—		85		—		—
Interest (expense) income, net	—		1		—		9		—		10
Provision for (benefit from) income taxes	$	(9)	$	(194)	$	(17)	$	42	$	—	$	(178)
Net income (loss)	$	(373)	$	470	$	44	$	(344)	$	—	$	(203)

As of December 31, 2021
Accounts receivable, net	$	8,765	$	12,073	$	4,910	$	—	$	—	$	25,748
Long-lived assets, net of accumulated depreciation and amortization (b)	$	9,964	$	68	$	42	$	4	$	—	$	10,078
Total assets	$	22,214	$	21,744	$	9,370	$	7,914	$	—	$	61,242

(a)Adjusted net revenue is net of the Direct contracting costs and reimbursed expenses caption on the Condensed Consolidated Statements of Operations. Direct contracting costs and reimbursed expenses include the direct staffing costs of salaries, payroll taxes, employee benefits, travel expenses, and insurance costs for the Company’s contractors and reimbursed out-of-pocket expenses and other direct costs. The region where services are provided, the mix of RPO recruitment and contracting, and the functional nature of the staffing services provided can affect operating income and EBITDA. The salaries, commissions, payroll taxes, and employee benefits related to recruitment professionals are included under the caption “Salaries and related” in the Consolidated Statements of Operations.

(b)SEC Regulation S-K Item 229.10(e)1(ii)(A) defines EBITDA as earnings before interest, taxes, depreciation and amortization. EBITDA is presented to provide additional information to investors about the Company's operations on a basis consistent with the measures that the Company uses to manage its operations and evaluate its performance. Management also uses this measurement to evaluate working capital requirements. EBITDA should not be considered in isolation or as a substitute for operating income and net income prepared in accordance with U.S. GAAP or as a measure of the Company's profitability.

Geographic Data Reporting

A summary of revenues for three months ended March 31, 2022 and 2021 and net assets by geographic area as of March 31, 2022 and December 31, 2021, were as follows:


	Australia		United States		United Kingdom		Other		Total




For The Three Months Ended March 31, 2022
Revenue (a)	$	28,386	$	13,895	$	5,773	$	3,863	$	51,917
For The Three Months Ended March 31, 2021
Revenue (a)	$	23,474	$	4,248	$	3,871	$	2,868	$	34,461
As of March 31, 2022
Long-lived assets, net of accumulated depreciation and amortization (b)	$	27	$	9,739	$	56	$	30	$	9,852
Net assets	$	9,472	$	22,624	$	2,931	$	7,765	$	42,792
As of December 31, 2021
Long-lived assets, net of accumulated depreciation and amortization (b)	$	29	$	9,968	$	42	$	39	$	10,078
Net assets	$	7,925	$	21,510	$	2,729	$	7,152	$	39,316

(a) Revenue by geographic region disclosed above is net of any inter-segment revenue and, therefore, represents only revenue from external customers according to the location of the operating subsidiary.

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

- Definition

The entire disclosure for reporting segments including data and tables. Reportable segments include those that meet any of the following quantitative thresholds a) it's reported revenue, including sales to external customers and intersegment sales or transfers is 10 percent or more of the combined revenue, internal and external, of all operating segments b) the absolute amount of its reported profit or loss is 10 percent or more of the greater, in absolute amount of 1) the combined reported profit of all operating segments that did not report a loss or 2) the combined reported loss of all operating segments that did report a loss c) its assets are 10 percent or more of the combined assets of all operating segments.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 31
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e8924-108599

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 34
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e8981-108599

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 21
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e8721-108599

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 40
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e9031-108599

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (f)
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e8933-108599

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (e)
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e8933-108599

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 26
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e8844-108599

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 41
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e9038-108599

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (d)
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e8933-108599

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 22
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e8736-108599

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 42
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e9054-108599

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 15
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e8657-108599

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 21
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e8721-108599

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-URI http://asc.fasb.org/topic&trid=2134510

+ Details

STOCKHOLDER RIGHTS PLAN	3 Months Ended
STOCKHOLDER RIGHTS PLAN	Mar. 31, 2022
Stockholder Rights Plan [Abstract]
Stockholders' Rights Plan	STOCKHOLDERS' EQUITY Common Stock On July 30, 2015, the Company announced that its Board authorized the repurchase of up to $10,000 of the Company’s common stock. The Company intends to make purchases from time to time as market conditions warrant. This authorization does not expire. During the three months ended March 31, 2022 and 2021, no purchases of shares were made by the Company under this authorization. As of March 31, 2022, under the July 30, 2015 authorization, the Company had repurchased an aggregate of 432,563 shares for a total cost of $8,297. STOCKHOLDER RIGHTS PLAN On October 15, 2018, the Company’s Board of Directors declared a dividend to the Company’s stockholders of record as of the close of business on October 25, 2018 (the “Record Date”), for each outstanding share of the Company’s common stock, of one right (a “Right”) to purchase one one-hundredth of a share of a new series of participating preferred stock of the Company. The terms of the Rights are set forth in the Rights Agreement, dated as of October 15, 2018 (as amended, the “Rights Agreement”), by and between the Company and Computershare Trust Company, N.A., as rights agent (the “Rights Agent”). The Company’s stockholders approved the Rights Agreement at the Company’s 2019 Annual Meeting of Stockholders held on May 6, 2019. On September 28, 2021, the Company and the Rights Agent entered into a First Amendment to Rights Agreement (the “Amendment”) that amended the Rights Agreement to extend its term through October 15, 2024. The amendment was approved by the Board on September 28, 2021, subject to stockholder approval. The Company has included the Amendment in its proxy statement for its 2022 Annual Meeting of Stockholders and recommends that its stockholders approve the Amendment. Each Right allows its holder to purchase from the Company one one-hundredth of a share of the Company’s Series B Junior Participating Preferred Stock (“Series B Preferred Stock”) for a purchase price of $3.50. Each fractional share of Series B Preferred Stock would give the stockholder approximately the same dividend, voting and liquidation rights as does one share of common stock. Prior to exercise, however, a Right does not give its holder any dividend, voting or liquidation rights. The Board entered into the Rights Agreement in an effort to preserve the value of the Company’s significant U.S. NOLs and other tax benefits. The Company’s ability to utilize its NOLs may be substantially limited if the Company experiences an “ownership change” within the meaning of Section 382 of the Internal Revenue Code of 1986, as amended (the “Code”). In general, an “ownership change” would occur if the percentage of the Company’s ownership by one or more “5-percent shareholders” (as defined in the Code) increases by more than 50 percent over the lowest percentage owned by such stockholders at any time during the prior three years. The Rights Agreement is designed to preserve the Company’s tax benefits by deterring transfers of common stock that could result in an “ownership change” under Section 382 of the Code. The Rights Agreement replaced the Company’s prior rights agreement designed to preserve the value of the Company’s NOLs, which was approved by stockholders in 2015 and expired in accordance with its terms in January 2018. The Company also has a provision in its Amended and Restated Certificate of Incorporation (the “Charter Provision”) which generally prohibits transfers of its common stock that could result in an ownership change. The Company believes that in light of the significant amount of the NOLs, it is advisable for the Company’s stockholders to approve the Amendment to extend the term of the Rights Agreement. In general terms, the Rights Agreement imposes a significant penalty upon any person or group that acquires beneficial ownership (as defined under the Rights Agreement) of 4.99% or more of the outstanding common stock without the prior approval of the Board (an “Acquiring Person”). Any Rights held by an Acquiring Person are void and may not be exercised. The Rights will not be exercisable until the earlier of (i) 10 days after a public announcement by the Company that a person or group has become an Acquiring Person; and (ii) 10 business days (or a later date determined by the Board) after a person or group begins a tender or an exchange offer that, if completed, would result in that person or group becoming an Acquiring Person. Until the date that the Rights become exercisable (the “Distribution Date”), common stock certificates will also evidence the Rights and will contain a notation to that effect. Any transfer of shares of common stock prior to the Distribution Date will constitute a transfer of the associated Rights. After the Distribution Date, the Rights will separate from the common stock and be evidenced by Right certificates, which the Company will mail to all holders of Rights that have not become void. After the Distribution Date, if a person or group already is or becomes an Acquiring Person, all holders of Rights, except the Acquiring Person, may exercise their Rights upon payment of the purchase price to purchase shares of common stock (or other securities or assets as determined by the Board) with a market value of two times the purchase price (a “Flip-in Event”). After the Distribution Date, if a Flip-in Event has already occurred and the Company is acquired in a merger or similar transaction, all holders of Rights, except the Acquiring Person, may exercise their Rights upon payment of the purchase price, to purchase shares of the acquiring or other appropriate entity with a market value of two times the purchase price of the Rights. Rights may be exercised to purchase Series B Preferred Stock only after the Distribution Date occurs and prior to the occurrence of a Flip-in Event as described above. A Distribution Date resulting from the commencement of a tender offer or an exchange offer as described in the second bullet point above could precede the occurrence of a Flip-in Event, in which case the Rights could be exercised to purchase Series B Preferred Stock. A Distribution Date resulting from any occurrence described in the first bullet point above would necessarily follow the occurrence of a Flip-in Event, in which case the Rights could be exercised to purchase shares of common stock (or other securities or assets) as described above. If the Amendment is approved at the Company’s 2022 Annual Meeting of Stockholders, the Rights will expire on the earliest of (i) October 15, 2024, or such earlier date as of which the Board determines that the Rights Agreement is no longer necessary for the preservation of the Company’s tax benefits, (ii) the time at which the Rights are redeemed, (iii) the time at which the Rights are exchanged, (iv) the effective time of the repeal of Section 382 of the Code if the Board determines that the Rights Agreement is no longer necessary for the preservation of the Company’s tax benefits, (v) the first day of a taxable year to which the Board determines that no NOLs or other tax benefits may be carried forward, and (vi) the close of business on the first business day following the certification of the voting results of the Company’s 2022 Annual Meeting of Stockholders, if stockholder approval has not been obtained prior to such date. The Board may redeem all (but not less than all) of the Rights for a redemption price of $0.001 per Right at any time before the later of the Distribution Date and the date of the first public announcement or disclosure by the Company that a person or group has become an Acquiring Person. Once the Rights are redeemed, the right to exercise the Rights will terminate, and the only right of the holders of such Rights will be to receive the redemption price. The Board may adjust the purchase price of the Series B Preferred Stock, the number of shares of Series B Preferred Stock issuable and the number of outstanding Rights to prevent dilution that may occur as a result of certain events, including, among others, a stock dividend, a stock split or a reclassification of the Series B Preferred Stock or common stock. Before the time the Rights cease to be redeemable, the Board may amend or supplement the Rights Agreement without the consent of the holders of the Rights, except that no amendment may decrease the redemption price below $0.001 per Right.

- Definition

+ References

+ Details

ACCOUNTING PRONOUNCEMENTS (Policies)	3 Months Ended
ACCOUNTING PRONOUNCEMENTS (Policies)	Mar. 31, 2022
Accounting Policies [Abstract]
Adoption of New Accounting Pronouncements and Recent Accounting Standard Update Not Yet Adopted	Adoption of New Accounting Pronouncements On January 1, 2021, the Company adopted Accounting Standards Update (“ASU”) 2019-12, “Income Taxes (“Topic 740”): Simplifying the Accounting for Income Taxes”. The standard simplifies accounting for income taxes by removing certain exceptions to the general principles in Topic 740. The ASU also clarifies and amends existing guidance to improve consistent application. For public business entities, this standard is effective for fiscal years and interim periods within those fiscal years beginning after December 15, 2020. The adoption of this standard did not have a material impact on the Company’s condensed consolidated financial statements. Recent Accounting Standard Update Not Yet Adopted In June 2016, the Financial Accounting Standards Board (the “FASB”) issued ASU 2016-13, “Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments”. 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 U.S. GAAP, which generally require 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 Accounting Standards Codification (“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 with annual periods beginning after December 15, 2022, including the interim periods in the year. Early adoption is permitted. The Company is evaluating the effect of adopting this new accounting guidance, and will adopt the guidance when it becomes effective.

REVENUE RECOGNITION (Tables)

3 Months Ended

Mar. 31, 2022

Revenue from Contract with Customer [Abstract]

Disaggregation of Revenue









	Three Months Ended March 31,
	2022		2021
RPO Recruitment	$	25,260	$	12,386
Contracting	26,657		22,075
Total Revenue	$	51,917	$	34,461

ACQUISITION (Tables)

3 Months Ended

Mar. 31, 2022

Business Combinations [Abstract]

Schedule of Recognized Identified Assets Acquired and Liabilities Assumed

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


	Fair Value
Assets Acquired:
Cash and cash equivalents	$	737
Accounts receivable	1,521
Restricted cash, current	50
Prepaid expenses and other assets	177
Property and equipment	119
Operating lease right-of-use assets	100
Restricted cash	3
Other long-term assets	19
Intangible assets	4,540
Goodwill	2,131
Assets Acquired	$	9,397
Liabilities Assumed:
Accrued expenses and other current liabilities	$	436
Operating lease obligations, current	88
Operating lease obligations, non current	12
Other long-term liabilities	188
Liabilities Assumed	$	724

Fair value of assets acquired and consideration transferred	$	8,673

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

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


	Fair Value		Useful Life
Developed technology	$	640	3 years
Customer lists	2,800		6 years
Trade name	1,100		10 years
Total identifiable assets	$	4,540

Business Acquisition, Pro Forma Information

The following unaudited consolidated pro forma information gives effect to the acquisition of Karani, LLC as if the transaction had occurred on January 1, 2021.


	Three Months Ended
	March 31, 2021
Revenue	$	36,152
Net loss	$	(228)

STOCK-BASED COMPENSATION (Tables)

3 Months Ended

Mar. 31, 2022

Share-based Payment Arrangement [Abstract]

Restricted stock unit, vesting information

A summary of the quantity and vesting conditions for stock-based units granted to the Company's employees for the three months ended March 31, 2022 was as follows:

Vesting conditions

Number of Restricted Stock Units Granted

Performance and service conditions - Type 1 (1) (2)

15,667

Performance and service conditions - Type 2 (1) (2)

5,000

Total shares of stock award granted

20,667

(2)To the extent restricted stock units are earned, such restricted stock units will vest on the basis of service as follows:

(a)33% and 66.6% for Type 1 and Type 2, respectively, of the restricted stock units will vest on the first anniversary of the grant date;

(b)33% and 16.7% for Type 1 and Type 2, respectively, of the restricted stock units will vest on the second anniversary of the grant date; and

Schedule of stock-based compensation expense

For the three months ended March 31, 2022 and 2021, the Company’s stock-based compensation expense related to restricted stock units and restricted shares of common stock were as follows:


	Three Months Ended March 31,
		2022		2021

Restricted shares of common stock (see Note 5)		$	42	$	90
Restricted stock units		504		212
Total		$	546	$	302

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

Changes in the Company’s restricted stock units for the three months ended March 31, 2022 and 2021 were as follows:


	Three Months Ended March 31, 2022
	Performance-based			Time-based/Director			Total
	Number of Shares of Restricted Stock Units	Weighted Average Grant-Date Fair Value		Number of Shares of Restricted Stock Units	Weighted Average Grant-Date Fair Value		Number of Shares of Restricted Stock Units	Weighted Average Grant-Date Fair Value
Unvested restricted stock units at January 1,	121,393	$	15.88	46,500	$	17.15	167,893	$	16.23
Granted	20,667	$	30.00	1,352	$	33.90	22,019	$	30.24
Shares earned above target (a)	36,884	$	16.70	—	$	—	36,884	$	16.70
Vested	(74,900)	$	16.03	(9,437)	$	17.31	(84,337)	$	16.17
Forfeited	—	$	—	(1,675)	$	14.54	(1,675)	$	14.54
Unvested restricted stock units at March 31,	104,044	$	18.86	36,740	$	17.84	140,784	$	18.60

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

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


	Three Months Ended March 31, 2021
	Performance-based			Time-based/Director			Total
	Number of Shares of Restricted Stock Units	Weighted Average Grant-Date Fair Value		Number of Shares of Restricted Stock Units	Weighted Average Grant-Date Fair Value		Number of Shares of Restricted Stock Units	Weighted Average Grant-Date Fair Value
Unvested restricted stock units at January 1,	14,676	$	15.45	—	$	—	14,676	$	15.45
Granted	126,671	$	15.79	28,240	$	14.75	154,911	$	15.60

Vested	(2,699)	$	15.30	(2,740)	$	16.71	(5,439)	$	16.01
Forfeited	(11,411)	$	14.54	—	$	—	(11,411)	$	14.54
Unvested restricted stock units at March 31,	127,237	$	15.88	25,500	$	14.54	152,737	$	15.65

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

Changes in restricted stock units and shares

Changes in the Company’s restricted shares of common stock for the three months ended March 31, 2022 and 2021 were as follows:


	Three Months Ended March 31,
	2022			2021
	Number of Restricted Shares of Common Stock	Weighted Average Grant-Date Fair Value		Number of Restricted Shares of Common Stock	Weighted Average Grant-Date Fair Value
Unvested restricted shares of common stock at January 1,	34,818	$	9.57	52,226	$	9.57
Vested	—	$	—	—	$	—
Unvested restricted shares of common stock at March 31,	34,818	$	9.57	52,226	$	9.57

EARNINGS (LOSS) PER SHARE (Tables)

3 Months Ended

Mar. 31, 2022

Earnings Per Share [Abstract]

Schedule of earnings per share, basic and diluted

A reconciliation of the numerators and denominators of the basic and diluted earnings (loss) per share calculations for the three months ended March 31, 2022 and 2021 are as follows:


	Three Months Ended March 31,
		2022		2021
Earnings (loss) per share (“EPS”):



Basic		$	1.02	$	(0.07)



Diluted		$	0.97	$	(0.07)
EPS numerator - basic and diluted:


Net income (loss)		$	3,019	$	(203)
EPS denominator (in thousands):
Weighted average common stock outstanding - basic		2,967		2,891
Common stock equivalents: restricted stock units and restricted shares of common stock		150		—		(a)
Weighted average number of common stock outstanding - diluted		3,117		2,891

Schedule of antidilutive securities excluded from computation of earnings per share


	Three Months Ended March 31,
		2022	2021
Unvested restricted shares of common stock		—	52,226
Unvested restricted stock units		—	152,737

Total		—	204,963

GOODWILL AND INTANGIBLE ASSETS (Tables)

3 Months Ended

Mar. 31, 2022

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Finite-Lived Intangible Assets

The Company’s intangible assets consisted of the following components:


March 31, 2022	Weighted Average Remaining Amortization Useful Lives (in years)	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
Non-compete agreements	0.5	$	80	$	(60)	$	20
Trade name	8.0	1,500		(166)		1,334
Customer lists	5.0	3,800		(494)		3,306
Developed technology	2.6	640		(89)		551
		$	6,020	$	(809)	$	5,211


December 31, 2021	Weighted Average Remaining Amortization Useful Lives (in years)	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
Non-compete agreements	0.8	$	80	$	(50)	$	30
Trade name	8.2	1,500		(118)		1,382
Customer lists	5.3	3,800		(328)		3,472
Developed technology	2.8	640		(36)		604
		$	6,020	$	(532)	$	5,488

Schedule of Finite-Lived Intangible Assets, Future Amortization Expense

Estimated future amortization expense for intangible assets for the remainder of the fiscal year ending December 31, 2022, and for each of the next fiscal years are as follows:


2022	$	823
2023	1,070
2024	1,034
2025	787
2026	577
Thereafter	920
	$	5,211

Schedule of Amortizable Intangible Assets

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


	January 1, 2022 Beginning Balance		Amortization		March 31, 2022 Ending Balance
Non-compete agreements	$	30	$	(10)	$	20
Trade name	1,382		(48)		1,334
Customer lists	3,472		(166)		3,306
Developed technology	604		(53)		551
	$	5,488	$	(277)	$	5,211

COMMITMENTS AND CONTINGENCIES (Tables)

3 Months Ended

Mar. 31, 2022

Commitments and Contingencies Disclosure [Abstract]

Lessee, Operating Lease, Liability, Maturity

As of March 31, 2022, future minimum operating lease payments are as follows:


	2022		2023		2024		2025		2026		2027		Total
Minimum lease payments	$	404	$	352	$	151	$	90	$	92	$	31	$	1,120

ACCUMUATED OTHER COMPREHENSIVE INCOME (LOSS) (Tables)

3 Months Ended

Mar. 31, 2022

Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract]

Schedule of Accumulated Other Comprehensive Income (Loss)

Accumulated other comprehensive income (loss), net of applicable tax, consisted of the following:


	March 31,		December 31,
	2022		2021
Foreign currency translation adjustments	$	52	$	(85)

Accumulated other comprehensive income (loss)	$	52	$	(85)

SEGMENT AND GEOGRAPHIC DATA (Tables)

3 Months Ended

Mar. 31, 2022

Segment Reporting [Abstract]

Schedule of segment reporting information


	Americas		Asia Pacific		Europe		Corporate		Inter-Segment Elimination		Total

















For The Three Months Ended March 31, 2022
Revenue, from external customers	$	14,611	$	31,133	$	6,173	$	—	$	—	$	51,917
Inter-segment revenue	53		12		31		—		(96)		—
Total revenue	$	14,664	$	31,145	$	6,204	$	—	$	(96)	$	51,917
Adjusted net revenue, from external customers (a)	$	13,702	$	8,213	$	3,658	$	—	$	—	$	25,573
Inter-segment adjusted net revenue	16		(8)		(8)		—		—		—
Total adjusted net revenue	$	13,718	$	8,205	$	3,650	$	—	$	—	$	25,573



EBITDA (loss) (b)	$	2,414	$	2,027	$	147	$	(711)	$	—	$	3,877
Depreciation and amortization	(305)		(11)		(7)		(1)		—		(324)
Intercompany (expense) interest income, net	—		(75)		—		75		—		—
Interest income, net	—		1		—		1		—		2
Provision for (benefit from) income taxes	$	(42)	$	(531)	$	16	$	21	$	—	$	(536)
Net income (loss)	$	2,067	$	1,411	$	156	$	(615)	$	—	$	3,019

As of March 31, 2022
Accounts receivable, net	$	11,711	$	11,761	$	5,452	$	—	$	—	$	28,924
Long-lived assets, net of accumulated depreciation and amortization (b)	$	9,735	$	57	$	56	$	4	$	—	$	9,852
Total assets	$	26,047	$	24,119	$	8,472	$	4,672	$	—	$	63,310


	Americas		Asia Pacific		Europe		Corporate		Inter- Segment Elimination		Total

















For The Three Months Ended March 31, 2021
Revenue, from external customers	$	4,561	$	25,340	$	4,560	$	—	$	—	$	34,461
Inter-segment revenue	—		—		—		—		—		—
Total revenue	$	4,561	$	25,340	$	4,560	$	—	$	—	$	34,461
Adjusted net revenue, from external customers (a)	$	4,209	$	5,758	$	2,751	$	—	$	—	$	12,718
Inter-segment adjusted net revenue	—		—		—		—		—		—
Total adjusted net revenue	$	4,209	$	5,758	$	2,751	$	—	$	—	$	12,718



EBITDA (loss) (b)	$	(278)	$	762	$	70	$	(479)	$	—	$	75
Depreciation and amortization	(86)		(14)		(9)		(1)		—		(110)
Intercompany (expense) interest income, net	—		(85)		—		85		—		—
Interest (expense) income, net	—		1		—		9		—		10
Provision for (benefit from) income taxes	$	(9)	$	(194)	$	(17)	$	42	$	—	$	(178)
Net income (loss)	$	(373)	$	470	$	44	$	(344)	$	—	$	(203)

As of December 31, 2021
Accounts receivable, net	$	8,765	$	12,073	$	4,910	$	—	$	—	$	25,748
Long-lived assets, net of accumulated depreciation and amortization (b)	$	9,964	$	68	$	42	$	4	$	—	$	10,078
Total assets	$	22,214	$	21,744	$	9,370	$	7,914	$	—	$	61,242

Revenue and long-lived assets by geographic area

A summary of revenues for three months ended March 31, 2022 and 2021 and net assets by geographic area as of March 31, 2022 and December 31, 2021, were as follows:


	Australia		United States		United Kingdom		Other		Total




For The Three Months Ended March 31, 2022
Revenue (a)	$	28,386	$	13,895	$	5,773	$	3,863	$	51,917
For The Three Months Ended March 31, 2021
Revenue (a)	$	23,474	$	4,248	$	3,871	$	2,868	$	34,461
As of March 31, 2022
Long-lived assets, net of accumulated depreciation and amortization (b)	$	27	$	9,739	$	56	$	30	$	9,852
Net assets	$	9,472	$	22,624	$	2,931	$	7,765	$	42,792
As of December 31, 2021
Long-lived assets, net of accumulated depreciation and amortization (b)	$	29	$	9,968	$	42	$	39	$	10,078
Net assets	$	7,925	$	21,510	$	2,729	$	7,152	$	39,316

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

DESCRIPTION OF BUSINESS (Details)	3 Months Ended
DESCRIPTION OF BUSINESS (Details)	Mar. 31, 2022 Segment Country
Description of Business [Abstract]
Number of Reportable Segments \| Segment	3
Number of Countries in which Entity Operates \| Country	14

REVENUE RECOGNITION - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended		12 Months Ended
	Mar. 31, 2022	Mar. 31, 2021	Dec. 31, 2021
Revenue from Contract with Customer [Abstract]
Deferred revenue	$ 318		$ 533
Concentration Risk [Line Items]
Revenue	51,917	$ 34,461
Direct contracting costs and reimbursed expenses	$ 26,344	$ 21,743
Revenue, net of direct contracting costs and reimbursed expenses			$ 68,157
One Contracting Customer \| Revenue, Net of Direct Contracting Costs and Reimbursed Expenses \| Customer Concentration Risk
Concentration Risk [Line Items]
Concentration Risk, Percentage			1.00%
Revenue, net of direct contracting costs and reimbursed expenses			$ 908
One Contracting Customer \| Revenue \| Customer Concentration Risk
Concentration Risk [Line Items]
Revenue			$ 44,888
Concentration Risk, Percentage			27.00%
One Contracting Customer \| Direct Contracting Costs and Reimbursed Expenses \| Customer Concentration Risk
Concentration Risk [Line Items]
Direct contracting costs and reimbursed expenses			$ 43,980

REVENUE RECOGNITION - Disaggregation of Revenue (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Disaggregation of Revenue [Line Items]
Revenue	$ 51,917	$ 34,461
RPO Recruitment
Disaggregation of Revenue [Line Items]
Revenue	25,260	12,386
Contracting
Disaggregation of Revenue [Line Items]
Revenue	$ 26,657	$ 22,075

- Definition

Amount of revenue recognized from goods sold, services rendered, insurance premiums, or other activities that constitute an earning process. Includes, but is not limited to, investment and interest income before deduction of interest expense when recognized as a component of revenue, and sales and trading gain (loss).

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 22
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e8736-108599

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 323
-SubTopic 10
-Section 50
-Paragraph 3
-Subparagraph (c)
-URI http://asc.fasb.org/extlink&oid=114001798&loc=d3e33918-111571

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 825
-SubTopic 10
-Section 50
-Paragraph 28
-Subparagraph (f)
-URI http://asc.fasb.org/extlink&oid=123596393&loc=d3e14064-108612

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e8933-108599

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e8933-108599

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iv))
-URI http://asc.fasb.org/extlink&oid=124359900&loc=SL124442552-122756

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 22
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e8736-108599

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(iv))
-URI http://asc.fasb.org/extlink&oid=124359900&loc=SL124442526-122756

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iii)(A))
-URI http://asc.fasb.org/extlink&oid=124359900&loc=SL124442552-122756

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 40
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e9031-108599

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(i))
-URI http://asc.fasb.org/extlink&oid=124359900&loc=SL124442526-122756

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(i))
-URI http://asc.fasb.org/extlink&oid=124359900&loc=SL124442552-122756

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 30
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e8906-108599

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(5))
-URI http://asc.fasb.org/extlink&oid=124359900&loc=SL124442552-122756

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 41
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e9038-108599

Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(iii)(A))
-URI http://asc.fasb.org/extlink&oid=124359900&loc=SL124442526-122756

Reference 17: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(5))
-URI http://asc.fasb.org/extlink&oid=124359900&loc=SL124442526-122756

Reference 18: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 42
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e9054-108599

Reference 19: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(g)(1)(ii))
-URI http://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

Reference 20: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 942
-SubTopic 235
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-05(b)(2))
-URI http://asc.fasb.org/extlink&oid=120399901&loc=d3e537907-122884

Reference 21: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iii)(B))
-URI http://asc.fasb.org/extlink&oid=124359900&loc=SL124442552-122756

Reference 22: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(ii))
-URI http://asc.fasb.org/extlink&oid=124359900&loc=SL124442526-122756

Reference 23: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section S99
-Paragraph 2
-Subparagraph (SX 210.5-03(1))
-URI http://asc.fasb.org/extlink&oid=123367319&loc=SL114868664-224227

+ Details

ACQUISITION - Narrative (Details) $ in Thousands		3 Months Ended
ACQUISITION - Narrative (Details) $ in Thousands	Oct. 29, 2021 USD ($) employees	Mar. 31, 2022 USD ($) shares	Mar. 31, 2021 USD ($)	Dec. 31, 2020 USD ($)	Dec. 31, 2022 USD ($)	Dec. 31, 2021 USD ($)	Oct. 01, 2020 USD ($) shares
Business Acquisition [Line Items]
Stock-based compensation		$ 546	$ 302
Salaries and related		18,261	10,590
Restricted common stock
Business Acquisition [Line Items]
Stock-based compensation		42	90
Karani, LLC
Business Acquisition [Line Items]
Payments to acquire businesses	$ 6,805
Promissory note	2,000
Fair value of assets acquired and consideration transferred	8,673
Working capital credit	132
Cash and cash equivalents	737
Transaction costs	200
Revenue since acquisition date		2,568
Earnings (loss) since acquisition date		235
Karani, LLC \| Former Chief Financial Officer
Business Acquisition [Line Items]
Retention payment	$ 250
Karani, LLC \| Installment payable, six month \| Promissory Note
Business Acquisition [Line Items]
Installment payable period	6 months
Karani, LLC \| Installment payable, eighteen month \| Promissory Note
Business Acquisition [Line Items]
Installment payable period	18 months
Karani, LLC \| India
Business Acquisition [Line Items]
Number of employees \| employees	560
Karani, LLC \| Philippines
Business Acquisition [Line Items]
Number of employees \| employees	120
Coit Staffing, Inc.
Business Acquisition [Line Items]
Promissory note							$ 1,350
Fair value of assets acquired and consideration transferred							3,997
Transaction costs							436
Revenue since acquisition date		5,982	1,316
Earnings (loss) since acquisition date		(1,259)	334
Contingent consideration payable, annual payment							$ 450
Earn out payment			200			$ 1,500
Employee agreement				2 years
Stock-based compensation		42	90
Promissory note payment		112
Earn-out payment		508
Contingent consideration payable			91
Salaries and related		$ 662	$ 381
Coit Staffing, Inc. \| Forecast
Business Acquisition [Line Items]
Earn out payment					$ 2,030
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 (shares) \| shares		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

ACQUISITION - Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021	Oct. 29, 2021
Business Acquisition [Line Items]
Goodwill	$ 4,219	$ 4,219
Karani, LLC
Business Acquisition [Line Items]
Cash and cash equivalents			$ 737
Accounts receivable			1,521
Restricted cash, current			50
Prepaid expenses and other assets			177
Property and equipment			119
Operating lease right-of-use assets			100
Restricted cash			3
Other long-term assets			19
Intangible assets			4,540
Goodwill			2,131
Assets Acquired			9,397
Accrued expenses and other current liabilities			436
Operating lease obligations, current			88
Operating lease obligations, non current			12
Other long-term liabilities			188
Liabilities Assumed			724
Fair value of assets acquired and consideration transferred			$ 8,673

ACQUISITION - Intangible Assets Acquired (Details) - Karani, LLC $ in Thousands	Oct. 29, 2021 USD ($)
Business Acquisition [Line Items]
Intangible assets acquired	$ 4,540
Developed technology
Business Acquisition [Line Items]
Intangible assets acquired	$ 640
Useful Life	3 years
Customer lists
Business Acquisition [Line Items]
Intangible assets acquired	$ 2,800
Useful Life	6 years
Trade name
Business Acquisition [Line Items]
Intangible assets acquired	$ 1,100
Useful Life	10 years

ACQUISITION - Pro Forma (Details) - Karani, LLC $ in Thousands	3 Months Ended
	Mar. 31, 2021 USD ($)
Business Acquisition [Line Items]
Revenue	$ 36,152
Net loss	$ (228)

STOCK-BASED COMPENSATION - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands		3 Months Ended
	Oct. 01, 2020	Mar. 31, 2022	Mar. 31, 2021	Sep. 14, 2020
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Common stock, capital shares reserved for future issuance				250,000
Common stock reserved for issuance to participants		24,690
Granted, Number of share of restricted stock (units) (shares)		20,667
Stock-based compensation		$ 546	$ 302
Coit Staffing, Inc.
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation		$ 42	$ 90
Restricted stock units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Granted, Number of share of restricted stock (units) (shares)		22,019	154,911
Stock-based compensation		$ 504	$ 212
Total compensation cost not yet recognized		$ 1,739
Weighted average service period		1 year 5 months 12 days
Granted, weighted average grant date fair value (usd per share)		$ 30.24	$ 15.60
Restricted stock units \| Vesting period one
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Granted, Number of share of restricted stock (units) (shares)			73,596
Restricted stock units \| Vesting period two
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Granted, Number of share of restricted stock (units) (shares)			53,075
Restricted stock units \| Non-Employee Director
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Granted, Number of share of restricted stock (units) (shares)		1,352
Number outstanding shares (units)(shares)		212,287
Restricted stock units, time
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Granted, Number of share of restricted stock (units) (shares)			25,500
Restricted common stock
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation		$ 42	$ 90
Total compensation cost not yet recognized		$ 83
Granted, weighted average grant date fair value (usd per share)		$ 9.57
Remaining expected life		6 months 29 days
Restricted common stock \| Coit Staffing, Inc.
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock granted during period, shares, acquisitions (shares)	52,226	52,226
Stock granted during period, issuance period	30 months

STOCK-BASED COMPENSATION - Vesting Conditions (Details)	3 Months Ended
STOCK-BASED COMPENSATION - Vesting Conditions (Details)	Mar. 31, 2022 shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Granted, Number of share of restricted stock (units) (shares)	20,667
Restricted stock units, type 1
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Granted, Number of share of restricted stock (units) (shares)	15,667
Restricted stock units, type 1 \| Performance Conditions, 2022
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Target, Group adjusted EBITDA, percentage	100.00%
Restricted stock units, type 1 \| First Anniversary
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting rights, percentage	33.00%
Restricted stock units, type 1 \| Second Anniversary
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting rights, percentage	33.00%
Restricted stock units, type 1 \| Third Anniversary
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting rights, percentage	34.00%
Restricted stock units, type 2
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Granted, Number of share of restricted stock (units) (shares)	5,000
Restricted stock units, type 2 \| First Anniversary
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting rights, percentage	66.60%
Restricted stock units, type 2 \| Second Anniversary
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting rights, percentage	16.70%
Restricted stock units, type 2 \| Third Anniversary
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting rights, percentage	16.70%

STOCK-BASED COMPENSATION - Stock-based Compensation Expense (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation	$ 546	$ 302
Restricted common stock
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation	42	90
Restricted stock units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation	$ 504	$ 212

STOCK-BASED COMPENSATION - Restricted Stock Units (Details) - $ / shares	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
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) (shares)	20,667
Restricted stock units
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward]
Unvested restricted shares (units), beginning of the year (shares)	167,893	14,676
Granted, Number of share of restricted stock (units) (shares)	22,019	154,911
Shares earned above target, number of share of restricted stock (units) (shares)	36,884
Vested, number of share of restricted stock (units) (shares)	(84,337)	(5,439)
Forfeited, number of share of restricted stock (units) (shares)	(1,675)	(11,411)
Unvested restricted shares (units), end of the year (shares)	140,784	152,737
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Roll Forward]
Unvested restricted shares of common stock (units), beginning of the year (usd per share)	$ 16.23	$ 15.45
Granted, weighted average grant date fair value (usd per share)	30.24	15.60
Shares earned above target, weighted average grant date fair value (usd per share)	16.70
Vested, weighted average grant date fair value (usd per share)	16.17	16.01
Forfeited, weighted average grant date fair value (usd per share)	14.54	14.54
Unvested restricted shares of common stock (units), end of the year (usd per share)	$ 18.60	$ 15.65
Restricted Stock Units (RSUs), Performance -based
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward]
Unvested restricted shares (units), beginning of the year (shares)	121,393	14,676
Granted, Number of share of restricted stock (units) (shares)	20,667	126,671
Shares earned above target, number of share of restricted stock (units) (shares)	36,884
Vested, number of share of restricted stock (units) (shares)	(74,900)	(2,699)
Forfeited, number of share of restricted stock (units) (shares)	0	(11,411)
Unvested restricted shares (units), end of the year (shares)	104,044	127,237
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Roll Forward]
Unvested restricted shares of common stock (units), beginning of the year (usd per share)	$ 15.88	$ 15.45
Granted, weighted average grant date fair value (usd per share)	30.00	15.79
Shares earned above target, weighted average grant date fair value (usd per share)	16.70
Vested, weighted average grant date fair value (usd per share)	16.03	15.30
Forfeited, weighted average grant date fair value (usd per share)	0	14.54
Unvested restricted shares of common stock (units), end of the year (usd per share)	$ 18.86	$ 15.88
Restricted Stock Units (RSUs), Time-based
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward]
Unvested restricted shares (units), beginning of the year (shares)	46,500	0
Granted, Number of share of restricted stock (units) (shares)	1,352	28,240
Shares earned above target, number of share of restricted stock (units) (shares)	0
Vested, number of share of restricted stock (units) (shares)	(9,437)	(2,740)
Forfeited, number of share of restricted stock (units) (shares)	(1,675)	0
Unvested restricted shares (units), end of the year (shares)	36,740	25,500
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Roll Forward]
Unvested restricted shares of common stock (units), beginning of the year (usd per share)	$ 17.15	$ 0
Granted, weighted average grant date fair value (usd per share)	33.90	14.75
Shares earned above target, weighted average grant date fair value (usd per share)	0
Vested, weighted average grant date fair value (usd per share)	17.31	16.71
Forfeited, weighted average grant date fair value (usd per share)	14.54	0
Unvested restricted shares of common stock (units), end of the year (usd per share)	$ 17.84	$ 14.54

STOCK-BASED COMPENSATION - Restricted Shares (Details) - Restricted stock - $ / shares	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward]
Unvested restricted shares (units), beginning of the year (shares)	34,818	52,226
Vested, number of share of restricted stock (units) (shares)	0	0
Unvested restricted shares (units), end of the year (shares)	34,818	52,226
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Roll Forward]
Unvested restricted shares of common stock (units), beginning of the year (usd per share)	$ 9.57	$ 9.57
Vested, weighted average grant date fair value (usd per share)	0	0
Unvested restricted shares of common stock (units), end of the year (usd per share)	$ 9.57	$ 9.57

INCOME TAXES (Details) - USD ($) $ in Thousands	3 Months Ended
INCOME TAXES (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Mar. 31, 2021	Dec. 31, 2021
Income Tax Disclosure [Abstract]
Provision for income taxes	$ 536	$ 178
Pre-tax income (loss)	$ 3,555	$ (25)
Effective income tax rate	15.00%	(721.00%)
U.S. Federal statutory rate	21.00%	21.00%
Unrecognized tax benefits	$ 360		$ 360
Income tax penalties and interest accrued	115		$ 110
Possible decrease of unrecognized tax benefits	$ 400

- Definition

Amount of income (loss) from continuing operations, including income (loss) from equity method investments, before deduction of income tax expense (benefit), and income (loss) attributable to noncontrolling interest.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (c)
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e8933-108599

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 30
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e8906-108599

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (f)
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e8933-108599

Reference 4: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 940
-SubTopic 20
-Section 25
-Paragraph 1
-URI http://asc.fasb.org/extlink&oid=123384075&loc=d3e41242-110953

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 22
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e8736-108599

Reference 6: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section S99
-Paragraph 2
-Subparagraph (SX 210.5-03(10))
-URI http://asc.fasb.org/extlink&oid=123367319&loc=SL114868664-224227

Reference 7: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 944
-SubTopic 220
-Section S99
-Paragraph 1
-Subparagraph (SX 210.7-04(8))
-URI http://asc.fasb.org/extlink&oid=120400993&loc=SL114874131-224263

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 942
-SubTopic 235
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-05(b)(2))
-URI http://asc.fasb.org/extlink&oid=120399901&loc=d3e537907-122884

Reference 9: http://www.xbrl.org/2003/role/exampleRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 31
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e8924-108599

Reference 10: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 942
-SubTopic 220
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-04(15))
-URI http://asc.fasb.org/extlink&oid=120399700&loc=SL114874048-224260

+ Details

- Definition

Amount of current income tax expense (benefit) and deferred income tax expense (benefit) pertaining to continuing operations.

+ References + Details

EARNINGS (LOSS) PER SHARE - Computation of Basic and Diluted Earnings (Loss) Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
EPS - basic and diluted:
Basic (in dollars per share)	$ 1.02	$ (0.07)
Diluted (in dollars per share)	$ 0.97	$ (0.07)
EPS numerator - basic and diluted:
Net income (loss)	$ 3,019	$ (203)
EPS denominator:
Weighted-average common stock outstanding - basic (in shares)	2,967	2,891
Common stock equivalents: stock options and restricted stock units (in shares)	150	0
Weighted-average number of common stock outstanding - diluted (in shares)	3,117	2,891

- Definition

The amount of net income (loss) for the period per each share of common stock or unit outstanding during the reporting period.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 815
-SubTopic 40
-Section 65
-Paragraph 1
-Subparagraph (e)(4)
-URI http://asc.fasb.org/extlink&oid=123482062&loc=SL123482106-238011

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 3
-URI http://asc.fasb.org/extlink&oid=124431687&loc=d3e22583-107794

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 11
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=124431687&loc=d3e22694-107794

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 260
-SubTopic 10
-Section 45
-Paragraph 10
-URI http://asc.fasb.org/extlink&oid=125511455&loc=d3e1448-109256

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 4
-URI http://asc.fasb.org/extlink&oid=124431687&loc=d3e22595-107794

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 11
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=124431687&loc=d3e22694-107794

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 260
-SubTopic 10
-Section 45
-Paragraph 7
-URI http://asc.fasb.org/extlink&oid=125511455&loc=d3e1337-109256

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 815
-SubTopic 40
-Section 65
-Paragraph 1
-Subparagraph (f)
-URI http://asc.fasb.org/extlink&oid=123482062&loc=SL123482106-238011

Reference 9: http://www.xbrl.org/2003/role/exampleRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 260
-SubTopic 10
-Section 55
-Paragraph 52
-URI http://asc.fasb.org/extlink&oid=125512782&loc=d3e4984-109258

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 944
-SubTopic 220
-Section S99
-Paragraph 1
-Subparagraph (SX 210.7-04(23))
-URI http://asc.fasb.org/extlink&oid=120400993&loc=SL114874131-224263

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 260
-SubTopic 10
-Section 55
-Paragraph 15
-URI http://asc.fasb.org/extlink&oid=125512782&loc=d3e3842-109258

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 7
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=124431687&loc=d3e22644-107794

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 260
-SubTopic 10
-Section 50
-Paragraph 1
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=124432515&loc=d3e3550-109257

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section S99
-Paragraph 2
-Subparagraph (SX 210.5-03(25))
-URI http://asc.fasb.org/extlink&oid=123367319&loc=SL114868664-224227

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 260
-SubTopic 10
-Section 45
-Paragraph 2
-URI http://asc.fasb.org/extlink&oid=125511455&loc=d3e1252-109256

Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 260
-SubTopic 10
-Section 45
-Paragraph 60B
-Subparagraph (d)
-URI http://asc.fasb.org/extlink&oid=125511455&loc=SL5780133-109256

Reference 17: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 942
-SubTopic 220
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-04(27))
-URI http://asc.fasb.org/extlink&oid=120399700&loc=SL114874048-224260

+ Details

- Definition

The amount of net income (loss) for the period available to each share of common stock or common unit outstanding during the reporting period and to each share or unit that would have been outstanding assuming the issuance of common shares or units for all dilutive potential common shares or units outstanding during the reporting period.

+ References

Reference 1: http://www.xbrl.org/2003/role/exampleRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 260
-SubTopic 10
-Section 55
-Paragraph 52
-URI http://asc.fasb.org/extlink&oid=125512782&loc=d3e4984-109258

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 7
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=124431687&loc=d3e22644-107794

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 260
-SubTopic 10
-Section 55
-Paragraph 15
-URI http://asc.fasb.org/extlink&oid=125512782&loc=d3e3842-109258

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 260
-SubTopic 10
-Section 45
-Paragraph 2
-URI http://asc.fasb.org/extlink&oid=125511455&loc=d3e1252-109256

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 11
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=124431687&loc=d3e22694-107794

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 4
-URI http://asc.fasb.org/extlink&oid=124431687&loc=d3e22595-107794

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 3
-URI http://asc.fasb.org/extlink&oid=124431687&loc=d3e22583-107794

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 260
-SubTopic 10
-Section 45
-Paragraph 60B
-Subparagraph (d)
-URI http://asc.fasb.org/extlink&oid=125511455&loc=SL5780133-109256

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 815
-SubTopic 40
-Section 65
-Paragraph 1
-Subparagraph (f)
-URI http://asc.fasb.org/extlink&oid=123482062&loc=SL123482106-238011

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 942
-SubTopic 220
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-04(27))
-URI http://asc.fasb.org/extlink&oid=120399700&loc=SL114874048-224260

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 260
-SubTopic 10
-Section 50
-Paragraph 1
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=124432515&loc=d3e3550-109257

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 944
-SubTopic 220
-Section S99
-Paragraph 1
-Subparagraph (SX 210.7-04(23))
-URI http://asc.fasb.org/extlink&oid=120400993&loc=SL114874131-224263

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 11
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=124431687&loc=d3e22694-107794

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 260
-SubTopic 10
-Section 45
-Paragraph 7
-URI http://asc.fasb.org/extlink&oid=125511455&loc=d3e1337-109256

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 815
-SubTopic 40
-Section 65
-Paragraph 1
-Subparagraph (e)(4)
-URI http://asc.fasb.org/extlink&oid=123482062&loc=SL123482106-238011

Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section S99
-Paragraph 2
-Subparagraph (SX 210.5-03(25))
-URI http://asc.fasb.org/extlink&oid=123367319&loc=SL114868664-224227

+ Details

- Definition

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

+ References

+ Details

EARNINGS (LOSS) PER SHARE - Antidilutive Securities Excluded From The Computation of Earnings (Loss) Per Share (Details) - shares	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share (in shares)	0	204,963
Restricted common stock
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share (in shares)	0	52,226
Unvested restricted stock units
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share (in shares)	0	152,737

GOODWILL AND INTANGIBLE ASSETS - Narrative (Details) - USD ($)	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021	Dec. 31, 2021	Oct. 29, 2021	Oct. 01, 2020
Goodwill [Line Items]
Goodwill	$ 4,219,000		$ 4,219,000
Amortization expense of intangible assets	277,000	$ 80,000
Impairment of intangible assets, finite-lived	$ 0	$ 0
Karani, LLC
Goodwill [Line Items]
Goodwill				$ 2,131,000
Coit Staffing, Inc.
Goodwill [Line Items]
Goodwill					$ 2,088,000

GOODWILL AND INTANGIBLE ASSETS - Intangible Assets (Details) - USD ($) $ in Thousands	3 Months Ended	12 Months Ended
	Mar. 31, 2022	Dec. 31, 2021
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	$ 6,020	$ 6,020
Accumulated Amortization	(809)	(532)
Net Carrying Amount	5,211	5,488
Non-compete agreements
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	80	80
Accumulated Amortization	(60)	(50)
Net Carrying Amount	$ 20	$ 30
Weighted Average Remaining Amortization Useful Lives (in years)	6 months	9 months 18 days
Trade name
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	$ 1,500	$ 1,500
Accumulated Amortization	(166)	(118)
Net Carrying Amount	$ 1,334	$ 1,382
Weighted Average Remaining Amortization Useful Lives (in years)	8 years	8 years 2 months 12 days
Customer lists
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	$ 3,800	$ 3,800
Accumulated Amortization	(494)	(328)
Net Carrying Amount	$ 3,306	$ 3,472
Weighted Average Remaining Amortization Useful Lives (in years)	5 years	5 years 3 months 18 days
Developed technology
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	$ 640	$ 640
Accumulated Amortization	(89)	(36)
Net Carrying Amount	$ 551	$ 604
Weighted Average Remaining Amortization Useful Lives (in years)	2 years 7 months 6 days	2 years 9 months 18 days

GOODWILL AND INTANGIBLE ASSETS - Future Amortization Expense (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Goodwill and Intangible Assets Disclosure [Abstract]
2022	$ 823
2023	1,070
2024	1,034
2025	787
2026	577
Thereafter	920
Net Carrying Amount	$ 5,211	$ 5,488

GOODWILL AND INTANGIBLE ASSETS - Amortization of Intangible Assets (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Finite-lived Intangible Assets [Roll Forward]
Beginning Balance	$ 5,488
Amortization	(277)	$ (80)
Ending Balance	5,211
Non-compete agreements
Finite-lived Intangible Assets [Roll Forward]
Beginning Balance	30
Amortization	(10)
Ending Balance	20
Trade name
Finite-lived Intangible Assets [Roll Forward]
Beginning Balance	1,382
Amortization	(48)
Ending Balance	1,334
Customer lists
Finite-lived Intangible Assets [Roll Forward]
Beginning Balance	3,472
Amortization	(166)
Ending Balance	3,306
Developed technology
Finite-lived Intangible Assets [Roll Forward]
Beginning Balance	604
Amortization	(53)
Ending Balance	$ 551

COMMITMENTS AND CONTINGENCIES (Details)		3 Months Ended
COMMITMENTS AND CONTINGENCIES (Details)	Apr. 08, 2019 AUD ($)	Mar. 31, 2022 USD ($)	Mar. 31, 2021 USD ($)	Dec. 31, 2021 USD ($)
Commitments And Contingencies [Line Items]
Legal Reserves		$ 0		$ 0
Operating Lease, Cost		$ 277,000	$ 177,000
Operating Lease, Weighted Average Remaining Lease Term		2 years 9 months 18 days
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		5 years
NAB Facility Agreement \| Line of Credit
Commitments And Contingencies [Line Items]
Line of Credit Facility, Maximum Borrowing Capacity	$ 4,000,000
Debt Instrument, Termination of Debt Notice	90 days
Long-term debt		$ 0
Interest Expense		$ 5,000	$ 5,000
Debt Instrument, Restrictions and Covenants, Number Of Times EBITDA Must Be Paid Total Interest Period Within A Period of Twelve Months Rolling Basis	2
Debt Instrument, Restrictions and Covenants, Tangible Net Worth, Minimum	$ 2,500,000
Debt Instrument, Restrictions and Covenants, Tangible Assets, Minimum		25.00%
Variable Receivable Finance Indicator \| NAB Facility Agreement \| Line of Credit
Commitments And Contingencies [Line Items]
Debt Instrument, Basis Spread on Variable Rate	1.60%

COMMITMENTS AND CONTINGENCIES - Minimum Lease Payments (Details) $ in Thousands	Mar. 31, 2022 USD ($)
Commitments and Contingencies Disclosure [Abstract]
2022	$ 404
2023	352
2024	151
2025	90
2026	92
2027	31
Total	$ 1,120

ACCUMUATED OTHER COMPREHENSIVE INCOME (LOSS) (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract]
Foreign currency translation adjustments	$ 52	$ (85)
Accumulated other comprehensive income (loss)	$ 52	$ (85)

- Definition

Accumulated change in equity from transactions and other events and circumstances from non-owner sources, net of tax effect, at period end. Excludes Net Income (Loss), and accumulated changes in equity from transactions resulting from investments by owners and distributions to owners. Includes foreign currency translation items, certain pension adjustments, unrealized gains and losses on certain investments in debt and equity securities, other than temporary impairment (OTTI) losses related to factors other than credit losses on available-for-sale and held-to-maturity debt securities that an entity does not intend to sell and it is not more likely than not that the entity will be required to sell before recovery of the amortized cost basis, as well as changes in the fair value of derivatives related to the effective portion of a designated cash flow hedge.

+ References + Details

STOCKHOLDERS' EQUITY (Details) - USD ($)	3 Months Ended
STOCKHOLDERS' EQUITY (Details) - USD ($)	Mar. 31, 2022	Jul. 30, 2015
Equity, Class of Treasury Stock [Line Items]
Authorized amount of stock repurchase program		$ 10,000,000
June 30 2015 Authorization
Equity, Class of Treasury Stock [Line Items]
Purchase of treasury stock (in shares)	432,563
Purchase of treasury stock	$ 8,297,000

SEGMENT AND GEOGRAPHIC DATA - Segment Information (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2022 USD ($) Segment	Mar. 31, 2021 USD ($)	Dec. 31, 2021 USD ($)
Segment Reporting Information [Line Items]
Number of Reportable Segments \| Segment	3
Revenue, from external customers	$ 51,917	$ 34,461
Inter-segment revenue	0	0
Revenue	51,917	34,461
Adjusted net revenue, from external customers	25,573	12,718
Inter-segment adjusted net revenue	0	0
Total adjusted net revenue	25,573	12,718
EBITDA (loss)	3,877	75
Depreciation and amortization	(324)	(110)
Intercompany (expense) interest income, net	0	0
Interest income, net	2	10
Provision for (benefit from) income taxes	(536)	(178)
Net income (loss)	3,019	(203)
Accounts receivable, net	28,924	25,748	$ 25,748
Long-lived assets, net of accumulated depreciation and amortization	9,852	10,078
Total assets	63,310	61,242	$ 61,242
Inter-Segment Elimination
Segment Reporting Information [Line Items]
Revenue, from external customers	0	0
Inter-segment revenue	(96)	0
Revenue	(96)	0
Adjusted net revenue, from external customers	0	0
Inter-segment adjusted net revenue	0	0
Total adjusted net revenue	0	0
EBITDA (loss)	0	0
Depreciation and amortization	0	0
Intercompany (expense) interest income, net	0	0
Interest income, net	0	0
Provision for (benefit from) income taxes	0	0
Net income (loss)	0	0
Accounts receivable, net	0	0
Long-lived assets, net of accumulated depreciation and amortization	0	0
Total assets	0	0
Hudson Americas \| Operating Segments
Segment Reporting Information [Line Items]
Revenue, from external customers	14,611	4,561
Inter-segment revenue	53	0
Revenue	14,664	4,561
Adjusted net revenue, from external customers	13,702	4,209
Inter-segment adjusted net revenue	16	0
Total adjusted net revenue	13,718	4,209
EBITDA (loss)	2,414	(278)
Depreciation and amortization	(305)	(86)
Intercompany (expense) interest income, net	0	0
Interest income, net	0	0
Provision for (benefit from) income taxes	(42)	(9)
Net income (loss)	2,067	(373)
Accounts receivable, net	11,711	8,765
Long-lived assets, net of accumulated depreciation and amortization	9,735	9,964
Total assets	26,047	22,214
Hudson Asia Pacific \| Operating Segments
Segment Reporting Information [Line Items]
Revenue, from external customers	31,133	25,340
Inter-segment revenue	12	0
Revenue	31,145	25,340
Adjusted net revenue, from external customers	8,213	5,758
Inter-segment adjusted net revenue	(8)	0
Total adjusted net revenue	8,205	5,758
EBITDA (loss)	2,027	762
Depreciation and amortization	(11)	(14)
Intercompany (expense) interest income, net	(75)	(85)
Interest income, net	1	1
Provision for (benefit from) income taxes	(531)	(194)
Net income (loss)	1,411	470
Accounts receivable, net	11,761	12,073
Long-lived assets, net of accumulated depreciation and amortization	57	68
Total assets	24,119	21,744
Hudson Europe \| Operating Segments
Segment Reporting Information [Line Items]
Revenue, from external customers	6,173	4,560
Inter-segment revenue	31	0
Revenue	6,204	4,560
Adjusted net revenue, from external customers	3,658	2,751
Inter-segment adjusted net revenue	(8)	0
Total adjusted net revenue	3,650	2,751
EBITDA (loss)	147	70
Depreciation and amortization	(7)	(9)
Intercompany (expense) interest income, net	0	0
Interest income, net	0	0
Provision for (benefit from) income taxes	16	(17)
Net income (loss)	156	44
Accounts receivable, net	5,452	4,910
Long-lived assets, net of accumulated depreciation and amortization	56	42
Total assets	8,472	9,370
Corporate Segment \| Operating Segments
Segment Reporting Information [Line Items]
Revenue, from external customers	0	0
Inter-segment revenue	0	0
Revenue	0	0
Adjusted net revenue, from external customers	0	0
Inter-segment adjusted net revenue	0	0
Total adjusted net revenue	0	0
EBITDA (loss)	(711)	(479)
Depreciation and amortization	(1)	(1)
Intercompany (expense) interest income, net	75	85
Interest income, net	1	9
Provision for (benefit from) income taxes	21	42
Net income (loss)	(615)	(344)
Accounts receivable, net	0	0
Long-lived assets, net of accumulated depreciation and amortization	4	4
Total assets	$ 4,672	$ 7,914

SEGMENT AND GEOGRAPHIC DATA - Geographic Data Reporting (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Segment Reporting Information [Line Items]
Revenue	$ 51,917	$ 34,461
Long-lived assets, net of accumulated depreciation and amortization	9,852	10,078
Net assets	42,792	39,316
Australia
Segment Reporting Information [Line Items]
Revenue	28,386	23,474
Long-lived assets, net of accumulated depreciation and amortization	27	29
Net assets	9,472	7,925
United States
Segment Reporting Information [Line Items]
Revenue	13,895	4,248
Long-lived assets, net of accumulated depreciation and amortization	9,739	9,968
Net assets	22,624	21,510
United Kingdon
Segment Reporting Information [Line Items]
Revenue	5,773	3,871
Long-lived assets, net of accumulated depreciation and amortization	56	42
Net assets	2,931	2,729
Other
Segment Reporting Information [Line Items]
Revenue	3,863	2,868
Long-lived assets, net of accumulated depreciation and amortization	30	39
Net assets	$ 7,765	$ 7,152

- Definition

+ References

+ Details

STOCKHOLDER RIGHTS PLAN (Details) - $ / shares	Oct. 15, 2018	Mar. 31, 2022	Dec. 31, 2021
Class of Stock [Line Items]
Rights	1
Number of securities called by each warrant or right	0.01
Common stock, par value (dollars per share)		$ 0.001	$ 0.001
Warrants and Rights, Preferred Stock to Common Stock Conversion, Treatment (in shares)	1
Warrants And Rights, Not Exercisable, Number of Days After Public Announcement of Acquiring Person	10 days
Warrants And Rights, Not Exercisable, Number of Days After Tender or Exchange Offer Is Completed By Acquiring Person	10 days
Warrants and Rights, Option to Exercise, Market Value Multiplier of Purchase Price	2
Temporary Equity, Redemption Price Per Share (dollars per share)	$ 0.001
Series B Preferred Stock
Class of Stock [Line Items]
Number of securities called by each warrant or right	0.01
Common stock, par value (dollars per share)	$ 3.50
Minimum
Class of Stock [Line Items]
Ownership Percentage, Common Stock, Without Approval of Board	4.99%