UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 30, 2023
(Exact name of registrant as specified in charter)
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Indicate by check mark whether the Registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
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| Item 4.02. | Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review. | ||||
(a) Correction of Errors in Previously Issued Financial Statements
On March 30, 2023, the Audit Committee of the Board of Directors (the “Audit Committee”) of Hudson Global, Inc. (the “Company”) concluded, after considering the recommendations of management and consulting with BDO USA, LLP (“BDO”), the Company’s independent registered public accounting firm, that the Company’s unaudited consolidated financial statements for the three and six month periods ended June 30, 2022 and the nine month period ended September 30, 2022, included in the Company’s Quarterly Reports on Form 10-Q for the fiscal quarters ended June 30, 2022 and September 30, 2022, respectively, (collectively, the “Non-Reliance Periods”) should no longer be relied upon due to an error relating to the accounting treatment of a discretionary bonus payment paid by the Company on behalf of a customer. In addition, investors should no longer rely upon earnings releases for these periods and other communications relating to these unaudited consolidated financial statements.
The effect of this error is an understatement of revenue and direct contracting costs and reimbursed expenses in the amount of $ 5.762 million for the three and six month periods ended June 30, 2022 and the nine month period ended September 30, 2022. The error had no impact on the Company’s consolidated balance sheet, consolidated statement of cash flows, net income, the presentation of non-GAAP metrics EBITDA and adjusted EBITDA, or any other accounts for such periods.
The Company intends to restate its unaudited consolidated financial statements for the Non-Reliance Periods as soon as practicable by filing amendments to the Company’s Quarterly Reports on Form 10-Q for the fiscal quarters ended June 30, 2022 and September 30, 2022, to correct this error. Accordingly, investors and others should rely only on financial information and other disclosures regarding the Non-Reliance Period once the Company restates its financial statements for the Non-Reliance Periods. This restatement has no effect on the financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022.
The Audit Committee and management of the Company have discussed the matters disclosed in this Item 4.02(a) with BDO.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.
| HUDSON GLOBAL, INC. (Registrant) | ||||||||
| By: | /s/ JEFFREY E. EBERWEIN | |||||||
| Jeffrey E. Eberwein | ||||||||
| Chief Executive Officer | ||||||||
| Dated: | March 30, 2023 | |||||||
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