0001210708-23-000055 | 10-K | XBRL Viewer

Direct contracting costs and reimbursed expenses

^[1]

$ 200,917

$ 169,207

Operating expenses:

101,707

101,050

Salaries and related

74,373

53,038

Office and general

10,344

8,108

Marketing and promotion

3,778

2,020

1,378

597

Total operating expenses

191,580

164,813

Operating income

9,337

4,394

Non-operating income (expense):

Other income (expense), net

(83)

Income before income taxes

9,460

4,344

Provision for income taxes

2,331

1,117

Basic (in dollars per share)

$ 7,129

$ 3,227

Earnings per share:

$ 2.37

$ 1.11

Diluted (in dollars per share)

$ 2.27

$ 1.07

Weighted-average shares outstanding:

Basic (in shares)

3,011

2,917

Diluted (in shares)

3,138

3,003

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

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Consolidated Statement of Comprehensive Income [Abstract]
Net income	$ 7,129	$ 3,227
Other comprehensive loss:
Foreign currency translation adjustment, net of income taxes	(1,554)	(611)
Total other comprehensive loss, net of income taxes	(1,554)	(611)
Comprehensive income	$ 5,575	$ 2,616

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

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

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Current assets:
Cash and cash equivalents	$ 27,123	$ 21,714
Accounts receivable, less allowance for doubtful accounts of $51 and $196, respectively	26,270	25,748
Restricted cash, current	160	222
Prepaid and other	1,959	1,476
Total current assets	55,512	49,160
Property and equipment, net of accumulated depreciation of $950 and $807, respectively	673	371
Operating lease right-of-use assets	685	477
Goodwill	4,875	4,219
Intangible assets, net of accumulated amortization of $1,647 and $532, respectively	4,516	5,488
Deferred tax assets	1,475	1,345
Restricted cash	194	177
Other assets	12	5
Total assets	67,942	61,242
Current liabilities:
Accounts payable	1,678	871
Accrued salaries, commissions, and benefits	11,509	10,961
Accrued expenses and other current liabilities	6,348	6,748
Note payable – short term	1,250	750
Operating lease obligations, current	337	363
Total current liabilities	21,122	19,693
Income tax payable	81	470
Operating lease obligations	348	118
Note payable – long term	0	1,250
Other liabilities	599	395
Total liabilities	22,150	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; 3,823 and 3,694 shares issued; 2,794 and 2,707 shares outstanding, respectively	4	4
Additional paid-in capital	491,567	489,249
Accumulated deficit	(427,394)	(434,523)
Accumulated other comprehensive loss, net of applicable tax	(1,639)	(85)
Treasury stock, 1,029 and 987 shares, respectively, at cost	(16,746)	(15,329)
Total stockholders’ equity	45,792	39,316
Total liabilities and stockholders' equity	$ 67,942	$ 61,242

CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Accounts receivable, allowance for doubtful accounts, current	$ 51	$ 196
Less: acccumulated depreciation and amortization	$ 950	$ 807
Preferred stock, par value (per share)	$ 0.001	$ 0.001
Preferred stock, shares authorized (in shares)	10,000,000	10,000,000
Preferred stock, shares issued (in shares)	0	0
Preferred stock, shares outstanding (in shares)	0	0
Common stock, par value (per share)	$ 0.001	$ 0.001
Common stock, shares authorized (in shares)	20,000,000	20,000,000
Common stock, shares, issued (in shares)	3,823,000	3,694,000
Common stock, shares, outstanding (in shares)	2,794,000	2,707,000
Treasury stock, shares (in shares)	1,029,000	987,000

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Cash flows from operating activities:
Net income	$ 7,129	$ 3,227
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	1,378	597
Provision for doubtful accounts	26	147
Benefit from deferred income taxes	(233)	(350)
Stock-based compensation	2,318	2,424
Other, net	(3)	0
Changes in operating assets and liabilities, net of effect of acquisitions and dispositions:
Increase in accounts receivable	(2,128)	(11,678)
Increase in prepaid and other assets	(615)	(434)
Increase in accounts payable, accrued expenses and other liabilities	1,578	8,574
Net cash provided by (used in) operating activities	9,450	2,507
Cash flows from investing activities:
Capital expenditures	(504)	(284)
Cash paid for acquisitions, net of cash acquired	(825)	(6,015)
Proceeds from sale of assets, net of disposal costs	3	0
Net cash provided by (used in) investing activities	(1,326)	(6,299)
Cash flows from financing activities:
Payments for business acquisition liabilities	(620)	0
Purchases of treasury stock	(1,131)	0
Cash paid for net settlement of employee restricted stock units	(286)	(4)
Net cash provided by (used in) financing activities	(2,037)	(4)
Effect of exchange rates on cash and cash equivalents and restricted cash	(723)	(290)
Net increase (decrease) in cash and cash equivalents and restricted cash	5,364	(4,086)
Cash, cash equivalents, and restricted cash beginning of the period	22,113	26,199
Cash, cash equivalents, and restricted cash end of the period	27,477	22,113
Supplemental disclosures of cash flow information:
Cash payments during the period for income taxes, net of refunds	3,031	1,458
Cash paid for amounts included in operating lease liabilities	512	496
Supplemental non-cash disclosures:
Right-of-use assets obtained in exchange for operating lease liabilities	772	767
Business acquisition note payable	0	2,000
Business acquisition contingent consideration liability	$ 150	$ 0

CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY - USD ($) shares in Thousands, $ in Thousands	Total	Common stock	Additional paid-in capital	Accumulated deficit	Accumulated other comprehensive income (loss)	Treasury stock
Beginning Balance (in shares) at Dec. 31, 2020		3,672
Beginning Balance at Dec. 31, 2020	$ 34,280	$ 4	$ 486,825	$ (437,750)	$ 526	$ (15,325)
Beginning Balance, treasury stock (in shares) at Dec. 31, 2020						(987)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income	3,227			3,227
Other comprehensive income (loss), translation adjustments	(611)				(611)
Purchases of treasury stock	0
Purchase of restricted stock from employees (in shares)						0
Purchase of restricted stock from employees	(4)					$ (4)
Stock-based compensation and vesting of restricted stock units (in shares)		22
Stock-based compensation and vesting of restricted stock units	$ 2,424		2,424
Ending Balance, treasury stock (in shares) at Dec. 31, 2021	987					(987)
Ending Balance (in shares) at Dec. 31, 2021	2,707	3,694
Ending Balance at Dec. 31, 2021	$ 39,316	$ 4	489,249	(434,523)	(85)	$ (15,329)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income	7,129			7,129
Other comprehensive income (loss), translation adjustments	(1,554)				(1,554)
Purchase of treasury stock (in shares)						(33)
Purchases of treasury stock	(1,131)					$ (1,131)
Purchase of restricted stock from employees (in shares)						(9)
Purchase of restricted stock from employees	(286)					$ (286)
Stock-based compensation and vesting of restricted stock units (in shares)		129
Stock-based compensation and vesting of restricted stock units	$ 2,318		2,318
Ending Balance, treasury stock (in shares) at Dec. 31, 2022	1,029					(1,029)
Ending Balance (in shares) at Dec. 31, 2022	2,794	3,823
Ending Balance at Dec. 31, 2022	$ 45,792	$ 4	$ 491,567	$ (427,394)	$ (1,639)	$ (16,746)

DESCRIPTION OF BUSINESS	12 Months Ended
DESCRIPTION OF BUSINESS	Dec. 31, 2022
Description of Business [Abstract]
DESCRIPTION OF BUSINESS	DESCRIPTION OF BUSINESS Hudson Global, Inc. and its subsidiaries (the “Company”) are comprised of the operations, assets and liabilities of the three Hudson regional businesses: the Americas, Asia Pacific, and Europe. The Company delivers Recruitment Process Outsourcing (“RPO”), consisting of permanent recruitment and contracting outsourced recruitment solutions tailored to the individual needs of primarily mid-to-large-cap multinational companies. The Company’s RPO delivery teams utilize recruitment process methodologies and project management expertise to meet clients’ ongoing business needs. The Company’s RPO services include complete recruitment outsourcing, project-based outsourcing, contingent workforce solutions, and recruitment consulting. On August 19, 2022, the Company completed the acquisition of Hunt & Badge Consulting Private Limited (“HnB”), an India-headquartered provider of recruitment services to customers operating in India. HnB partners with companies of all sizes, including well-known multinationals, across a variety of industries to help meet their talent procurement needs. On October 29, 2021, the Company completed the acquisition of Karani, LLC (“Karani”), a Chicago-headquartered recruiting services provider that primarily serves U.S.-based customers from its operations in India and the Philippines. Karani 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 Hudson RPO’s global delivery capability by adding a substantial presence in India and the Philippines, fostering business in new markets, and further developing Hudson RPO’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. The Technology Group operates jointly with Hudson RPO’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 (“MSP”), and Total Talent Solutions space, enabling the Company to better serve its clients around the world. As of December 31, 2022, the Company operated directly in fourteen countries with three reportable geographic business segments: Americas, Asia Pacific, and Europe.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

12 Months Ended

Dec. 31, 2022

Accounting Policies [Abstract]

Basis of Presentation

The Consolidated Financial Statements have been prepared in accordance with generally accepted accounting principles (“GAAP”) in the United States of America (“U.S.”). Certain prior period amounts have been reclassified to conform to the current year presentation with no material impact on the Consolidated Financial Statements. Unless otherwise stated, amounts are presented in U.S. dollars and all amounts are in thousands, except for number of shares and per share amounts.

Principles of Consolidation

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

Impact of COVID-19 Pandemic on Consolidated Financial Statements.

In December 2019, a novel virus, referred to as COVID-19, was reported. On March 11, 2020 the World Health Organization declared the outbreak to be a pandemic, based on the rapid increase in exposure globally. Despite the decline in infection rates, the COVID-19 pandemic continues to have a lasting impact on various aspects of our business including but not limited to workforce shortages.

Some 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.

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions about future events. These estimates and the underlying assumptions affect the reported amounts of assets and liabilities, the disclosures about contingent assets and liabilities, and the reported amounts of revenue and expenses. Such estimates include the value of allowances for doubtful accounts, goodwill, intangible assets, other long-lives assets and the valuation of deferred tax assets. These estimates and assumptions are based on management’s best estimates and judgment. Management evaluates the estimates and assumptions on an ongoing basis using historical experience and other factors, including the current economic environment, which management believes to be reasonable under the circumstances. The Company adjusts such estimates and assumptions when facts and circumstances dictate. As future events and their effects cannot be determined with precision, actual results could differ significantly from those estimates.

Concentration and Credit Risk

The Company’s revenue is comprised of the operations, assets, and liabilities of the three regional businesses: Americas, Asia Pacific, and Europe. For the years ended December 31, 2022 and 2021, the Company’s top 25 clients generated over 75% and 85% of the Company’s revenue, respectively. Two clients accounted for an aggregate 50% of revenue in 2022, and three clients accounted for an aggregate 65% of revenue in 2021. One client accounted for 20% or greater of accounts receivable as of December 31, 2022 and two clients accounted for 10% or greater of accounts receivable as of December 31, 2021. Our business is dependent upon the continuation of these business relationships as well as new client development.

Financial instruments, which potentially subject the Company to concentrations of credit risk, are primarily cash and accounts receivable. The Company performs continuing credit evaluations of its customers and does not require collateral. The Company has not experienced significant losses related to receivables in the Consolidated Statements of Operations.

The Company may from time to time maintain cash in banks in excess of Federal Deposit Insurance Corporation insurance limits. However, the Company regularly monitors the financial condition of the institutions in which it has depository accounts and believes the risk of loss is minimal as these banks are large financial institutions with strong credit ratings.

Revenue Recognition

Revenue is measured according to ASC 606, Revenue - “Revenue from Contracts with Customers,” and is recognized based on consideration specified in a contract with a client. We account for a contract when both parties to the contract have approved the contract, the rights of the parties are identified, payment terms are identified, the contract has commercial substance, and collectability of consideration is probable. Revenues are recognized over time, using an 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 value added taxes, sales, or use taxes collected from clients and remitted to taxing authorities.

Certain client contracts have variable consideration, including usage-based fees that increase the transaction price and volume rebates or other similar items that generally reduce the transaction price. We estimate variable consideration using the expected value method based on the terms of the client contract and historical evidence. These amounts may be constrained and are only included in revenue to the extent we do not expect a significant reversal when the uncertainty associated with the variable consideration is resolved. Other than bonuses to be paid to contractors, our estimated amounts of variable consideration subject to constraints at period end are not material and we do not believe that there will be significant changes to our estimates. Certain contracting employees are entitled to performance bonuses at the sole discretion of the customer and are constrained until approved. In 2022 and 2021, bonuses approved and paid to our contracting employees were approximately $6.1 million and $0.3 million, respectively.

We record accounts receivable when our right to consideration becomes unconditional. The Company’s accounts receivable balances are composed of trade and unbilled receivables. Unbilled accounts receivable represent revenue recorded in advance of processing formal invoices pursuant to the completion of contract provisions and, generally, become billable at contractually specified dates. Unbilled amounts are expected to be invoiced and collected within one year. Contract assets primarily relate to our rights to consideration for services provided that 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. We do not have any material contract assets or liabilities as of and for the years ended December 31, 2022 and 2021.

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 based upon the following key factors:

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

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

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

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

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

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 generated revenue of $44,888, or 27% of the Company’s revenue, which is reported as revenue in the Company’s 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 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 loss of this customer did not have a material adverse impact on the Company and its subsidiaries in 2022.

Unsatisfied performance obligations. As a practical expedient, we do not disclose the value of unsatisfied performance obligations for (i) contracts with an expected original duration of one year or less and (ii) contracts for which we recognize revenue at the amount to which we have the right to invoice for services performed. See Note 3 for information on disaggregated revenue.

Operating Expenses

Salaries and related expenses include the salaries, commissions, payroll taxes and employee benefits related to recruitment professionals, executive level employees, administrative staff, and other employees of the Company who are not temporary contractors. Office and general expenses include occupancy, equipment leasing and maintenance, utilities, travel expenses, professional fees, and provision for doubtful accounts. The Company expenses job board and legal costs as incurred.

Stock-Based Compensation

The Company applies the fair value recognition provisions of ASC 718, “Compensation - Stock Compensation.” The Company determines the fair value as of the grant date. For awards with graded vesting conditions, the values of the awards are determined by valuing each tranche separately and expensing each tranche over the required service period. The service period is the period over which the related service is performed, which is generally the same as the vesting period. The Company accounts for forfeitures as they occur. During the years ended December 31, 2022 and 2021, the Company only granted restricted stock units and restricted shares of common stock.

Employee Benefit Programs

The Company in the U.S. sponsors a defined contribution plan covering substantially all of its full-time employees (the “401(k) Plan”). The Company recognized expense related to the 401(k) Plan totaling approximately $268 and $144 for the years ended December 31, 2022 and 2021, respectively.

Income Taxes

Earnings from the Company’s global operations are subject to tax in various jurisdictions both within and outside the United States. The Company accounts for income taxes in accordance with ASC 740, “Income Taxes.” This standard establishes financial accounting and reporting standards for the effects of income taxes that result from an enterprise’s activities. It requires an asset and liability approach for financial accounting and reporting of income taxes.

The calculation of net deferred tax assets assumes sufficient future earnings for the realization of such assets as well as the continued application of currently anticipated tax rates. Included in net deferred tax assets is a valuation allowance for deferred tax assets where management believes it is more likely than not that the deferred tax assets will not be realized in the relevant jurisdiction. If we determine that a deferred tax asset will not be realizable, an adjustment to the deferred tax asset will result in a reduction of earnings at that time. See Note 6 to the Consolidated Financial Statements for further information regarding deferred tax assets and our valuation allowance.

ASC 740-10-55-3, “Recognition and Measurement of Tax Positions - a Two Step Process,” provides implementation guidance related to the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a two-step evaluation process for a tax position taken or expected to be taken in a tax return. The first step is recognition and the second is measurement. ASC 740 also provides guidance on derecognition, measurement, classification, disclosures, transition, and accounting for interim periods. The Company provides tax reserves for U.S. federal, state, local, and international unrecognized tax benefits for all periods subject to audit. The development of reserves for these exposures requires judgments about tax issues, potential outcomes and timing, and is a subjective critical estimate. The Company assesses its tax positions and records tax benefits for all years subject to examination based upon management’s evaluation of the facts, circumstances, and information available at the reporting dates. For those tax positions where it is more likely than not that a tax benefit will be sustained, the Company has recorded the largest amount of tax benefit with a greater than 50% likelihood of being realized upon settlement with a tax authority that has full knowledge of all relevant information. For those tax positions where it is not more likely than not that a tax benefit will be sustained, no tax benefit has been recognized in the financial statements. Where applicable, associated interest and penalties have also been recognized as a component of income tax expense. Although the outcome related to these exposures is uncertain, in management’s opinion, adequate provisions for income taxes have been made for estimable potential liabilities emanating from these exposures. In certain circumstances, the

ultimate outcome for exposures and risks involves significant uncertainties which render them inestimable. If actual outcomes differ materially from these estimates, including those that cannot be quantified, they could have material impact on the Company’s results of operations.

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

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

Earnings Per Share

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

Income per share calculations for each quarter include the weighted average effect for the quarter; therefore, the sum of quarterly income per share amounts may not equal year-to-date income per share amounts, which reflect the weighted average effect on a year-to-date basis. In addition, the calculation of the impact of dilutive potential common shares might be dilutive on a quarterly basis but anti-dilutive on a year-to-date basis or vice versa.

Fair Value of Financial Instruments

Fair value is defined as the amount that would be received for selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date and is measured using inputs in one of the following three categories:

Level 1 measurements are based on unadjusted quoted prices in active markets for identical assets or liabilities that we have the ability to access. Valuation of these items does not entail a significant amount of judgment.

Level 2 measurements are based on quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active or market data other than quoted prices that are observable for the assets or liabilities.

Level 3 measurements are based on unobservable data that are supported by little or no market activity and are significant to the fair value of the assets or liabilities.

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

Cash and Cash Equivalents

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

Restricted Cash

Restricted cash primarily represents amounts required to be held on deposit for a travel and entertainment program in the U.K., a bank guarantee for licensing in Switzerland, and deposits held for office space.

Accounts Receivable

The Company’s accounts receivable balances are composed of trade and unbilled receivables. Unbilled accounts receivable represent revenue recorded in advance of processing formal invoices pursuant to the completion of contract provisions and, generally, become billable at contractually specified dates. Unbilled receivables of $8,523 and $6,267 as of December 31, 2022 and 2021, respectively, are expected to be invoiced and collected within one year. The Company records accounts receivable when its right to consideration becomes unconditional. Contract assets primarily relate to our rights to consideration for services provided that they are conditioned on satisfaction of future performance obligations. The Company maintains an allowance for doubtful accounts in order to record accounts receivable at their net realizable value. Judgment is involved as to the collectability of the various receivables. If the Company determines that the allowance for doubtful accounts is not adequate to cover estimated losses, an expense to provide for doubtful accounts is recorded in selling, general and administrative expenses. If an account is determined to be uncollectible, it is written off against the allowance for doubtful accounts. Management’s assessment and judgment are vital requirements in assessing the ultimate realization of these receivables, including the current creditworthiness, financial stability and effect of market conditions on each customer.

Property and Equipment

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


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

Leasehold improvements are amortized over the shorter of their estimated useful lives or the lease term. The amortization periods of material leasehold improvements are estimated at the inception of the lease term.

Leases

Lease liabilities are recognized at the commencement of a lease based on the sum of lease payments over the term of the lease. Lease liabilities are reduced as payments are made. A corresponding right-of-use asset is recognized at the same time as the lease liability based on the total amount of lease expense to be recognized, which is generally the same amount as the corresponding lease liabilities. Right-of-use assets are amortized over the life of the lease on a straight-line basis. The Company’s lease agreements may include options to renew, extend, or terminate the lease. These clauses are included in the measurement of the lease liabilities when the Company is reasonably certain that it will exercise such options.

The Company has elected to exclude short-term leases from the recognition requirements of ASC 842. A lease is short-term if, at the commencement date, it has a term of less than or equal to one year. Lease expense related to short-term leases is recognized on a straight-line basis over the lease term.

Capitalized Software Costs

Capitalized software costs consist of costs to purchase and develop software for internal use. The Company capitalizes certain incurred software development costs in accordance with ASC 350-40, “Intangibles Goodwill and Other: Internal-Use Software.” Costs incurred during the application-development stage for software purchased and further customized by outside vendors for the Company’s use and software developed by a vendor for the Company’s proprietary use have been capitalized. Labor costs incurred during the application-development stage for the Company’s own personnel which are directly associated with software development are capitalized as appropriate. The Company expenses software and overhead cost incurred during the preliminary and/or post implementation of the project stage such as maintenance, training and upgrades or enhancements

that do not increase functionality. Capitalized software costs are included in property and equipment.

Business Combinations and Asset Acquisitions

Business Combinations are accounted for under the acquisition method in accordance with ASC 805, “Business Combinations.” The acquisition method requires identifiable assets acquired and liabilities assumed in the business acquired to be recognized and measured at fair value on the acquisition date, which is the date that the acquirer obtains control of the acquired business. The amount by which the fair value of consideration transferred as the purchase price exceeds the net fair value of assets acquired and liabilities assumed is recorded as goodwill. Transaction costs are expensed in a business combination and included in Office and General.

Intangible Assets

Intangible assets consist of customer relationships, trade names, non-competition agreements and developed technology. The Company’s definite-life intangible assets are being amortized on a straight-line basis over their estimated lives ranging from two to ten years. The Company periodically evaluates whether events or changes in circumstances have occurred that indicate long-lived assets may not be recoverable. When such circumstances are present, the Company assesses whether the carrying value will be recovered through the expected undiscounted future cash flows resulting from the use and eventual disposition of the long-lived asset. In the event the sum of the expected undiscounted future cash flows is less than the carrying value of the long-lived asset, an impairment loss equal to the excess of the long-lived asset’s carrying value over its fair value is recorded in accordance with ASC 360-10-35. There were no impairment triggers during the year ended December 31, 2022.

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


						Years
Non-compete agreements						2 - 3
Developed Technology						3
Customer lists						3 - 6
Trade name						5 - 10

Goodwill

The Company records the excess of purchase price over the fair value of the tangible and identifiable intangible assets acquired and liabilities assumed as goodwill. The Company has allocated goodwill for the Coit Staffing, Inc. and Karani, LLC acquisitions to its Americas reportable segment and HnB to its Asia Pacific reportable segment. Goodwill is not amortized and is tested for impairment on an annual basis on October 1, or when an event or changes in circumstances indicate that its carrying value may not be recoverable. The Company identified two reporting units that carry a goodwill balance, Hudson Coit, Inc. and Karani, both of which are included in the Americas reportable segment, and HnB, which carries a goodwill balance in the Asia Pacific reportable segment.

Goodwill impairment is tested at the reporting unit level, which is defined as an operating segment or one level below the operating segment. The annual, or interim, goodwill impairment test is performed by comparing the fair value of a reporting unit with its carrying amount. An impairment charge is recognized for the amount by which the carrying amount exceeds the reporting unit’s fair value; however, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit.

The Company has the option to perform a qualitative assessment for reporting units to determine whether the existence of events or circumstances leads to a determination that it is more likely than not that the fair value of one or more of its reporting units is greater than its carrying amount. If, after assessing the totality of events or circumstances, the Company determines it is more likely than not that the fair value of a reporting unit is greater than its carrying amount, there is no need to perform any further testing. However, if the Company concludes otherwise, then it is required to perform a quantitative impairment test by calculating the fair value of the reporting unit and comparing the fair value with the carrying amount of the reporting unit. If the fair value of the reporting unit is less than its carrying value, an impairment loss is recorded based on that difference. Alternatively, the Company has the option to bypass the qualitative assessment for any reporting unit in any period

and proceed directly to performing the quantitative goodwill impairment test. There were no impairment charges recorded in either fiscal year 2022 or 2021.

Foreign Currency Translation

The financial position and results of operations of the Company’s international subsidiaries are determined using local currency as the functional currency. Assets and liabilities of these subsidiaries are translated at the exchange rate in effect at each year-end. Statements of Operations accounts are translated at the average rate of exchange prevailing during each period. Translation adjustments arising from the use of differing exchange rates from period to period are included in the accumulated other comprehensive income (loss) account in stockholders’ equity, other than translation adjustments on short-term intercompany balances, which are included in other income (expense). Gains and losses resulting from other foreign currency transactions are included in other income (expense). Intercompany receivable balances of a long-term investment nature are considered part of the Company’s permanent investment in a foreign jurisdiction and the gains or losses on such balances are reported in other comprehensive income (loss).

Comprehensive Income

Comprehensive income is defined to include all changes in equity except those resulting from investments by owners and distributions to owners. The Company’s other comprehensive income is primarily comprised of foreign currency translation adjustments, which relate to investments that are permanent in nature.

Recent Accounting Standard Update Not Yet Adopted

In June 2016, the Financial Account Standards Board (“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 requires a loss to be incurred before it is recognized. The new standard applies to trade receivables arising from revenue transactions such as contract assets and accounts receivable. Under ASC 606, revenue is recognized when, among other criteria, it is probable that an entity will collect the consideration it is entitled to when goods or services are transferred to a customer. When trade receivables are recorded, they become subject to the CECL model and estimates of expected credit losses on trade receivables over their contractual life will be required to be recorded at inception based on historical information, current conditions, and reasonable and supportable forecasts. This guidance is effective for smaller reporting companies for annual periods beginning after December 15, 2022, including the interim periods in the year. Early adoption is permitted. The adoption of CECL will not have a material impact on its Consolidated Financial Statements and related disclosures.

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.

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DISAGGREGATED REVENUE

12 Months Ended

Dec. 31, 2022

Revenues [Abstract]

DISAGGREGATED REVENUE

The Company’s revenues for the years ended December 31, 2022 and 2021 were as follows:


	December 31,
	2022		2021
RPO Recruitment	$	97,700	$	66,469
Contracting	103,217		102,738
Total Revenue	$	200,917	$	169,207

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.

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Share-Based Payment Arrangement [Abstract]

ACQUISITIONS

12 Months Ended

Dec. 31, 2022

Business Combinations [Abstract]

ACQUISITIONS

Hunt & Badge Consulting Private Limited

On August 19, 2022, the Company entered into a share purchase agreement by and among Hudson RPO Limited, a wholly owned subsidiary of the Company (“HnB Buyer”), Hunt & Badge Consulting Private Limited (“Seller”), and certain principals of HnB, and completed the acquisition by HnB Buyer of all of the membership interests of the Seller (the “HnB Acquisition”).

HnB is a provider of recruitment services to customers operating in India. HnB partners with companies of all sizes, including well-known multinationals, across a variety of industries to help meet their talent procurement needs.

In connection with the HnB Acquisition, Seller received $1,064 in cash, subject to certain adjustments, at the closing of the HnB Acquisition. Additionally, Seller has a contingent right to receive earn-out payments not to exceed $350 in aggregate payable over an eighteen-month period, subject to the achievement of certain performance thresholds and, the satisfaction of certain conditions.

The HnB Acquisition was accounted for as a business combination under the acquisition method of accounting. The purchase price of $1,260, which consists of the amount paid in cash of $1,064, a working capital adjustment of $47, net of an owner receivable of $28, and contingent earn-out payments of up to $350 (which such earn-out payments are contingent upon the achievement of certain revenue milestones through December 2023), was allocated to the net tangible and intangible assets and liabilities based on their fair values on the acquisition date of August 19, 2022, with the excess recorded as goodwill. None of the goodwill is expected to be deductible for tax purposes. The Company's goodwill represents the expected profit growth over time that is attributable to expanding our footprint and market share in India. The purchase price included $314 of cash and cash equivalents acquired. As of December 31, 2022, the estimated fair value for the contingent earn-out payments that the Company classified as Level 3 in the fair value hierarchy was $150, which is based on achievement of 70% of the specified revenue targets. These fair value estimates are based on significant inputs not observed in the market and reflect our own assumptions (forecasted revenue) through December 31, 2023.

In determining the fair value of the contingent consideration liability, the Company used an estimate based on a number of possible projections over the earn-out period. Given the short duration of the earn-out period, the fair value of contingent liability was measured on an undiscounted basis. The Company will continue to reassess the fair value of the acquisition-related contingent consideration at each reporting period based on additional information as it becomes available. This contingent consideration will be remeasured quarterly. If, as a result of remeasurement, the value of the contingent consideration changes, any charges or income will be marked to market and included in “Other income (expense), net” on the Company’s Consolidated Statements of Operations. For the year ended December 31, 2022, no gains or losses were recognized in earnings for changes in the remeasurement of the contingent consideration.

The values assigned to the assets acquired and liabilities assumed are based on the fair value available and may be adjusted during the measurement period of up to 12 months from the date of acquisition as further information becomes available. Excluding the contingent consideration, any changes in the fair values of the assets acquired and liabilities assumed during the measurement period may result in adjustments to goodwill. The Company incurred transaction costs related to the HnB Acquisition of $63 that were expensed as part of “Office and general”. The Company's accounting for the business combination was completed as of December 31, 2022.

The Company’s Consolidated Statements of Operations for the year ended December 31, 2022 included revenue of $69 and net loss of $21 from HnB.

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


	Fair Value
Assets Acquired:
Cash and cash equivalents	$	314
Accounts receivable	80
Prepaid expenses and other assets	77
Property and equipment	35
Intangible assets	150
Goodwill	687
Assets Acquired	$	1,343
Liabilities Assumed:
Accrued expenses and other current liabilities	$	20
Other long-term liabilities	63
Liabilities Assumed	$	83

Fair value of consideration transferred	$	1,260

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


	Fair Value		Useful Life
Non-compete agreements	$	40	3 years
Customer lists	60		3 years
Trade name	50		5 years
Total identifiable assets	$	150

Karani, LLC

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

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

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

The Karani Acquisition was accounted for as a business combination under the acquisition method of accounting. 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. None of the goodwill is expected to be deductible for tax purposes. The Company's goodwill represents the expected profit growth over time that is attributable to increasing our footprint and market share in India. The purchase price included $737 of cash and cash equivalents acquired. The Company incurred transaction costs related to the acquisition of approximately $200 that were expensed as part of Office and general on the Consolidated Statements of Operations. In addition to the purchase price, the Company agreed to pay a $250 retention payment to the Chief Financial Officer of Karani, which is classified as compensation expense, recorded on a straight-line basis. The Company's accounting for the business combination was completed as of December 31, 2021.

Included in the Company’s Consolidated Statements of Operations for the year ended December 31, 2022 and 2021 are revenue of $9,954 and net income of $944, and revenue of $1,648 and net income of $286, respectively.

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 consideration transferred	$	8,673


	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

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, which is deductible for tax purposes. The Company's goodwill represents the expected profit growth over time that is attributable to increasing our footprint and market share in the technology sector. The Company incurred transaction costs related to the acquisition of $436 that were expensed as part of Office and general on the Consolidated Statements of Operations.

The promissory note and shares of the Company’s common stock to be paid to the Seller as outlined in the APA are tied to the continuing employment of the Principals at the Company, and therefore have been accounted for as compensation expense. This compensation expense is recorded on a straight-line basis under the assumption that the Principals will remain employed by the Company, and therefore that the note will be paid in full and the shares will be issued. As of December 31, 2022, the Company recognized $108 in stock-based compensation associated with the 52,226 restricted shares of common stock which were issued over 30 months (for additional information, see Note 5). In addition, for the year ended December 31, 2022, the Company recognized expense of $450 related to the promissory note, and $2,030 related to earn-out payments. The amount due associated with the promissory note payable to the Principals is reflected in Accrued expenses and other current liabilities on the Consolidated Balance Sheets. The compensation expense recognized of $2,588 for the year ended December 31, 2022 was reflected in Salaries and related expenses on the Consolidated Statements of Operations. The Company's accounting for the business combination is complete.

Unaudited Pro Forma Financial Information

The following unaudited consolidated pro forma information gives effect to the acquisitions of HnB and Karani as if the transactions had occurred on January 1, 2021.


	Year ended December 31,
	2022		2021
Revenue	$	201,153	$	176,573
Net income	$	7,182	$	3,491

The unaudited pro forma supplemental information provided above is based on estimates and assumptions that the Company believes are reasonable, and reflects the pro forma impact of additional amortization related to the fair value of acquired intangible assets for the years ended December 31, 2022 and 2021. This supplemental pro forma information has been prepared for comparative purposes and is not intended to reflect what would have occurred had the acquisitions taken place on January 1, 2021.

STOCK-BASED COMPENSATION

12 Months Ended

Dec. 31, 2022

STOCK-BASED COMPENSATION

Equity Compensation Plans

The Company maintains the Hudson Global, Inc. 2009 Incentive Stock and Awards Plan, as amended and restated on May 24, 2016 and further amended on September 14, 2020 and May 17, 2022 (the “ISAP”), pursuant to which it can issue equity-based compensation incentives to eligible participants. The ISAP permits the granting of stock options, restricted stock, restricted stock units, and other types of equity-based awards. The Compensation Committee (the “Compensation Committee”) of the Board of Directors (the “Board”) will establish such conditions as it deems appropriate on the granting or vesting of stock options, restricted stock, restricted stock units and other types of equity-based awards. As determined by the Compensation Committee, equity awards may also be subject to immediate vesting upon the occurrence of certain events including death, disability, retirement or a change in control of the Company. When we make grants of restricted stock or restricted stock units to our executive officers, including the named executive officers, we enter into Restricted Stock Agreements and Restricted Stock Unit Agreements with such executive officers that contain provisions that are triggered upon a termination of an executive officer or a change in control of our Company. For awards of restricted stock granted beginning on November 6, 2015, effective upon a change in control of our Company, if the executive is employed by us or an affiliate of ours immediately prior to the date of such change in control and is subsequently terminated within 12 months following the date of such change in control, the shares of restricted stock will fully vest and the restrictions imposed upon the restricted stock will be immediately deemed to have lapsed. For awards of restricted stock units granted beginning on March 10, 2016, effective upon a change in control of our Company, if the executive is employed by us or an affiliate of ours immediately prior to the date of such change in control and is subsequently terminated within 12 months following the date of such change in control, the restricted stock units will fully vest and the restrictions imposed upon the restricted stock units will be immediately deemed to have lapsed. The Company primarily grants restricted stock and restricted stock units to its employees. A restricted stock unit is equivalent to one share of the Company’s common stock and is payable only in common stock of the Company issued under the ISAP.

The Compensation Committee administers the ISAP and may designate any of the following as a participant under the ISAP: any officer or other employee of the Company or its affiliates or individuals engaged to become an officer or employee, consultants or other independent contractors who provide services to the Company or its affiliates, and non-employee directors of the Company. On May 17, 2022, the Company’s stockholders at the 2022 Annual Meeting of Stockholders approved amendments to the ISAP to, among other things, increase the number of shares of the Company’s common stock that are reserved for issuance by 250,000 shares. As of December 31, 2022, there were 235,200 shares of the Company’s common stock available for future issuance under the ISAP.

In 2021, the Company granted restricted stock units subject to performance vesting conditions related to the years ended December 31, 2021 and December 31, 2020 of 73,596 and 53,075, respectively. In addition, for the year ended December 31, 2021, the Company granted 47,500 of discretionary time-vested restricted stock units to certain employees that were not subject to performance conditions. In 2022, the Company granted 50,160 restricted stock units subject to performance vesting conditions and granted 5,250 of discretionary time-vested restricted stock units to certain employees that were not subject to performance conditions for the year ended December 31, 2022.

A summary of the quantity and vesting conditions for stock-based units granted to the Company’s employees for the year ended December 31, 2022 was as follows:


Vesting conditions																		Number of Restricted Stock Units Granted
Performance and service conditions - Type 1 (1) (2)																		34,493
Performance and service conditions - Type 2 (1) (2)																		15,667
Service conditions only - Type 1 (2)																		5,250
Total shares of stock award granted																		55,410

(1)The performance conditions with respect to restricted stock units may be satisfied as follows:

(a)For employees from the Americas, Asia Pacific, and Europe 70% of the restricted stock units may be earned on the basis of performance as measured by a “regional adjusted EBITDA”, and 30% of the

restricted stock units may be earned on the basis of performance as measured by a “group adjusted EBITDA”; and

(b)For 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”; and

(c)For grants to Coit Staffing Principals subject to 2022 performance conditions, 100% of the restricted stock units may be earned on the basis of performance as measured by a “Coit 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 years ended December 31, 2022 and 2021, the Company granted 10,084 and 24,219 restricted stock units to its non-employee directors pursuant to the Director Plan, respectively.

As of December 31, 2022, 224,370 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 Coit Acquisition. Accordingly, for the years ended December 31, 2022 and 2021, the Company recognized $108 and $283 in stock-based compensation. See Note 4 for additional information.

For the years ended December 31, 2022 and 2021, the Company’s stock-based compensation expense related to restricted stock units and restricted shares of common stock, which are included in the accompanying Consolidated Statements of Operations, were as follows:


	For The Year Ended December 31,
	2022		2021

Restricted shares of common stock	$	108	$	283
Restricted stock units	2,210		2,141
Total	$	2,318	$	2,424
Tax benefits recognized in jurisdictions where the Company has taxable income	$	88	$	92

As of December 31, 2022 and 2021, the Company's unrecognized compensation expense and the weighted average periods over which the compensation expense is expected to be recognized relating to the unvested portion of the Company’s restricted stock unit awards, were as follows:


	As of December 31,
	2022			2021
	Unrecognized Expense		Weighted Average Period in Years	Unrecognized Expense		Weighted Average Period in Years

Restricted shares of common stock	$	16	0.2	$	125	0.8
Restricted stock units	$	1,519	0.8	$	1,602	1.1

Restricted Stock Units

Changes in the Company’s restricted stock units arising from grants to certain employees and non-employee directors for the years ended December 31, 2022 and 2021 were as follows:


	Year Ended December 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	50,160	$	35.37	15,334	$	35.92	65,494	$	35.50
Shares earned above target (a)	36,884	$	16.70	—	$	—	36,884	$	16.70
Vested	(78,251)	$	15.99	(24,769)	$	24.68	(103,020)	$	18.08
Forfeited	—	$	—	(3,675)	$	16.04	(3,675)	$	16.04
Unvested restricted stock units at December 31	130,186	$	23.56	33,390	$	20.31	163,576	$	22.89

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

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


	Year Ended December 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	71,719	$	17.50	198,390	$	16.41

Vested	(8,543)	$	15.68	(24,219)	$	18.30	(32,762)	$	17.62
Forfeited	(11,411)	$	14.54	(1,000)	$	14.54	(12,411)	$	14.54
Unvested restricted stock units at December 31	121,393	$	15.88	46,500	$	17.15	167,893	$	16.23

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

The total fair value of restricted stock units vested during the years ended December 31, 2022 and 2021 were as follows:


	For The Year Ended December 31,
	2022		2021
Fair value of restricted stock units vested	$	3,311	$	591

Shares of Common Stock

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


	For The Year Ended December 31,
	2022			2021
	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 shares of common stock units at January 1	34,818	$	9.57	52,226	$	9.57

Vested	(17,408)	$	9.57	(17,408)	$	9.57
Unvested restricted shares of common stock units at December 31	17,410	$	9.57	34,818	$	9.57

The total fair value of restricted shares of common stock during the years ended December 31, 2022 and 2021 were as follows:


	For The Year Ended December 31,
	2022		2021
Fair value of restricted shares of common stock vested	$	675	$	310

INCOME TAXES

12 Months Ended

Dec. 31, 2022

Income Tax Disclosure [Abstract]

INCOME TAXES

Income Tax Provision

The domestic and foreign components of net income before provision for income taxes is as follows:


	Year ended December 31,
	2022		2021
Domestic	$	4,301	$	150
Foreign	5,159		4,194
Income before provision for income taxes	$	9,460	$	4,344

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


	Year ended December 31,
	2022		2021
Current tax provision (benefit):
U.S. Federal	$	—	$	—
State and local	58		5
Foreign	2,506		1,462
Total current provision for (benefit from) income taxes	2,564		1,467
Deferred tax provision (benefit):
U.S. Federal	—		—
State and local	—		—
Foreign	(233)		(350)
Total deferred benefit from income taxes	(233)		(350)
Total provision for provision for income taxes	$	2,331	$	1,117

Tax Rate Reconciliation

The effective tax rates for the years ended December 31, 2022 and 2021 were 24.6% and 25.7%, respectively. The change in effective tax rate in 2022 is primarily related to the mix of income and losses in different jurisdictions taxed at different rates, as well as changes in valuations allowances in the U.S. and in our foreign subsidiaries. The change in the effective tax rate in 2021 is primarily related to the reduction and effective lapsing of statutes for certain historic foreign uncertain tax positions and mix of income and losses in different jurisdictions taxed at different rates, as well as changes in valuations allowances in the U.S. and in our foreign subsidiaries.

The following is a reconciliation of the effective tax rate for the years ended December 31, 2022 and 2021 to the U.S. federal statutory rate of 21%:


	Year ended December 31,
	2022		2021
Provision at federal statutory rates	$	1,986	$	912
State income taxes, net of federal benefit	478		144
Change in valuation allowance	1,426		(3,893)
Taxes related to foreign income	1,763		1,256
Non-deductible expenses	36		105
Other federal deferred tax adjustments	68		791
Other state deferred tax adjustments	(3,444)		2,362
Uncertain tax positions	18		(560)
Provision for income taxes	$	2,331	$	1,117

Deferred Taxes Assets (Liabilities)

Deferred income taxes are provided for the tax effect of temporary differences between the financial reporting basis and the tax basis of assets and liabilities. Net deferred tax assets have been reported as non-current in the accompanying Consolidated Balance Sheets. Significant temporary differences at December 31, 2022 and 2021 are as follows:


	As of December 31,
	2022		2021
Deferred tax assets (liabilities):
Allowance for doubtful accounts	$	58	$	96
Property and equipment	(163)		(169)
Goodwill and intangibles	527		(113)
Accrued compensation	2,768		2,612
Accrued liabilities and other	230		109
Loss carryforwards	183,407		182,784
Deferred tax assets before valuation allowance	186,827		185,319
Valuation allowance	(185,352)		(183,974)
Deferred tax assets, net of valuation allowance	$	1,475	$	1,345

As a result of the enactment of the Tax Act, the Company has provided tax on GILTI, and therefore, future repatriations of previously unremitted foreign earnings are expected to either be exempt from U.S. taxation or offset by net operating losses (“NOLs”). The Company has not provided any withholding tax with respect to unremitted foreign earnings at December 31, 2022 and December 31, 2021.

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

At December 31, 2022, the Company had losses for U.S. federal and state tax purposes of approximately $681,403 in total, made up of net U.S. federal and state NOLs incurred through December 31, 2022 of $302,740 and U.S. federal and state capital losses of $378,663 as a result of the sale of all of our RTM businesses in three separate transactions, which was completed on March 31, 2018. The NOLs include approximately $13,144 of tax losses that were not absorbed by Monster Worldwide, Inc. (“Monster”) on its consolidated U.S. federal tax returns through the spin-off of the Company on April 1, 2003. U.S. federal and state NOLs through December 31, 2017 expire at various dates through 2037 with $57,316 projected to expire during 2023. U.S. federal and state NOLs incurred in or after 2018 have an indefinite carryforward period, which can be offset by 80% of future taxable income in any given year. U.S. federal and state capital losses of $378,663 incurred in 2018 will expire during 2023, as these losses have a five-year carryforward period.

The Company’s utilization of U.S. NOLs is subject to an annual limitation imposed by Section 382 of the Internal Revenue Code (“IRC”), which may limit our ability to utilize all the existing NOLs before the expiration dates. Based upon IRC Section 382 studies prepared by the Company, Section 382 ownership changes have occurred that will result in $224,124 of the Company’s federal and state NOLs generated through September 2006 and recognized built-in losses during the five- year period after September 2006 being subject to IRC Section 382 limitations. As a result of IRC Section 382 limitations, $27,848 of the $224,124 NOLs that are limited are expected to expire prior to utilization specifically as a result of the IRC Section 382 cumulative annual limitations. Accordingly, the U.S. federal and state NOLs of $302,740, as indicated above, excluded the $27,848 of tax losses expected to expire prior to utilization due to IRC Section 382 cumulative annual limitations and the deferred tax asset for loss carryforwards of $180,892 also excluded $7,596 of related tax benefits.

As of December 31, 2022, certain international subsidiaries had NOLs for local tax purposes of $11,119. With the exception of $4,713 of NOLs with an indefinite carry forward period as of December 31, 2022, these losses will expire at various dates through 2025 to 2040, with $0 scheduled to expire during 2023. The deferred tax recognized for NOLs are presented net of unrecognized tax benefits, where applicable.

ASC 740-10-30-5 requires that a valuation allowance be established when it is more likely than not that all or a portion of a deferred tax asset will not be realized. In making this assessment, management considers the level of historical taxable income, scheduled reversals of deferred tax liabilities, tax planning strategies, and projected future taxable income. As of December 31, 2022, $183,379 of the valuation allowance relates to the deferred tax asset was comprised of NOLs for U.S. capital losses of $98,314, U.S. federal and state NOLs of $82,578, and foreign NOLs of $2,487, that management has determined will more likely than not expire prior to realization. The remaining valuation allowance of $1,973 relates to deferred tax assets on U.S. and foreign temporary differences that management estimates will not be realized due to the Company’s U.S. and foreign tax losses.

Uncertain Tax Positions

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


	2022		2021
Balance, beginning of year	$	360	$	669
Additions for tax positions of current years	—		—
Additions for tax positions of prior years	—		—
Reductions for tax positions of prior years	—		(309)

Expiration of applicable statutes of limitations	—		—

Balance, end of year	$	360	$	360

The total amount of state and local and foreign unrecognized tax benefits that, if recognized, would affect the effective tax rate was $360 as of December 31, 2022 and December 31, 2021, exclusive of interest and penalties .

The Company recognizes accrued interest and penalties related to unrecognized tax benefits as part of the provision for income taxes. As of December 31, 2022 and December 31, 2021, the Company had $129 and $110, respectively, of accrued interest and penalties associated with unrecognized tax benefits.

During 2021, the Canada Tax Authority concluded its investigations into the prior year tax positions and issued its final assessment for Canadian interest and penalties of $42. The remaining ASC 740 reserve for Canada tax, interest and penalties of approximately $560 was released as a tax benefit in the third quarter of 2021.

Based on information available as of December 31, 2022, it is reasonably possible that the total amount of unrecognized tax benefits will decrease by $408 over the next 12 months as a result of projected resolutions of global tax examinations and controversies and potential lapses of the applicable statutes of limitations.

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


						Year

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

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.

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 21
-URI https://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 https://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 https://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 https://asc.fasb.org/extlink&oid=122134291&loc=d3e330036-122817

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

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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-SubTopic 270
-Section 50
-Paragraph 1
-URI https://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 https://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 https://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
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-Section S99
-Paragraph 1
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EARNINGS (LOSS) PER SHARE

EARNINGS (LOSS) PER SHARE

12 Months Ended

Dec. 31, 2022

Earnings Per Share [Abstract]

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


	For The Year Ended December 31,
	2022		2021
Earnings per share (“EPS”):



Basic	$	2.37	$	1.11



Diluted	$	2.27	$	1.07
EPS numerator - basic and diluted:


Net income	$	7,129	$	3,227
EPS denominator (in thousands):
Weighted average common stock outstanding - basic	3,011		2,917
Common stock equivalents: stock options and restricted stock units	127		86
Weighted average number of common stock outstanding - diluted	3,138		3,003

The weighted average number of shares outstanding used in the computation of diluted net income per share for the years ended December 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:


	For The Year Ended December 31,
	2022	2021

Unvested restricted stock units	17,885	5,000
Unvested restricted shares of common stock	—	—

Total	17,885	5,000

GOODWILL AND INTANGIBLE ASSETS

12 Months Ended

Dec. 31, 2022

Goodwill and Intangible Assets Disclosure [Abstract]

GOODWILL AND INTANGIBLE ASSETS

Goodwill

The Company recorded goodwill of $687 on August 19, 2022 in connection with the HnB Acquisition and $2,131 on October 29, 2021 in connection with the Karani Acquisition. (See Note 4 for further information on the HnB Acquisition and the Karani Acquisition).

For the years ended December 31, 2022 and 2021, the changes in carrying amount of goodwill were as follows:


	Carrying Value
	2022		2021
Goodwill, January 1	$	4,219	$	2,088
Acquisition	687		2,131
Currency translation	(31)		—
Goodwill, December 31	$	4,875	$	4,219

On October 1, 2022, the Company applied ASC 350, and performed quantitative assessments to determine whether it was more likely than not that the fair value of its Karani, Coit Staffing and HnB reporting unit was less than its carrying value. To estimate the fair value of the Karani, Coit Staffing and HnB reporting unit, the Company used both an income approach and a market approach. The income approach required management to make significant estimates and judgments regarding future cash flows that were based on a number of factors including actual operating results, forecasted revenue and expenses, discount rate assumptions, and long-term growth rate assumptions. The market approach required the use of multiples based on financial metrics for both acquisitions and peer group companies. The Company did not recognize any impairment of goodwill related to the acquisition of Karani, Coit Staffing and HnB. At the conclusion of its assessment, the Company determined the fair value of the reporting unit exceeded its carrying value. As such, the Company determined that no impairment of goodwill had taken place as of December 31, 2022.

Intangible Assets

For the years ended December 31, 2022 and 2021, the Company’s Intangible assets consisted of the following components:


2022	Weighted Average Remaining Amortization Useful Lives (in years)	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
Non-compete agreements	0.9	$	118	$	(85)	$	33
Trade name	7.1	1,548		(312)		1,236
Customer lists	4.3	3,857		(1,001)		2,856
Developed technology	1.8	640		(249)		391
		$	6,163	$	(1,647)	$	4,516


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 years ended December 31, 2022 and 2021 was $1,115 and $452, respectively. Intangible assets are amortized on a straight-line basis over their estimated useful lives. No impairment in the value of amortizable

intangible assets was recognized during the years ended December 31, 2022 or 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:


2023	$	1,111
2024	1,076
2025	816
2026	586
2027	505
Thereafter	422
	$	4,516

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


	January 1, 2022 Beginning Balance		Acquisition		Amortization		Translation and Other		December 31, 2022 Ending Balance
Non-compete agreements	$	30	$	40	$	(35)	$	(2)	$	33
Trade name	1,382		50		(194)		(2)		1,236
Customer lists	3,472		60		(673)		(3)		2,856
Developed technology	604		—		(213)		—		391
	$	5,488	$	150	$	(1,115)	$	(7)	$	4,516


	January 1, 2021 Beginning Balance		Acquisition		Amortization		Translation and Other		December 31, 2021 Ending Balance
Non-compete agreements	$	70	$	—	$	(40)	$	—	$	30
Trade name	380		1,100		(98)		—		1,382
Customer lists	950		2,800		(278)		—		3,472
Developed technology	—		640		(36)		—		604
	$	1,400	$	4,540	$	(452)	$	—	$	5,488

ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

12 Months Ended

Dec. 31, 2022

Payables and Accruals [Abstract]

ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

As of December 31, 2022 and 2021, the Company’s accrued expenses and other current liabilities consisted of the following:


	December 31,
	2022		2021
Severance	$	75	$	—
Sales, use, payroll, and income taxes	3,231		3,526
Fees for professional services	813		958

Deferred revenue	170		533
Other accruals	2,059		1,731
Total accrued expenses and other current liabilities	$	6,348	$	6,748

COMMITMENTS AND CONTINGENCIES

12 Months Ended

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

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

Operating Leases

Our office space leases have remaining 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 years ended December 31, 2022 and 2021 were $1,177 and $756, respectively (reflected in Net cash used in operating activities). The weighted average remaining lease term of our operating leases as of December 31, 2022 was 2.8 years.

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


	2023		2024		2025		2026		2027		Total
Minimum lease payments	$	340	$	149	$	93	$	95	$	8	$	685

As of December 31, 2021, future minimum operating lease payments for capitalized leases due in 2022 was $363.

Invoice Finance Credit Facility

On April 8, 2019, the Company’s Australian subsidiary (“Australian Borrower”) entered into an invoice finance credit facility agreement (the “NAB Facility Agreement”) with National Australia Bank Limited (“NAB”). The NAB Facility Agreement provides the Australian Borrower with the ability to borrow funds based on a percentage of eligible trade receivables up to a maximum of 4 million Australian dollars. No receivables have terms greater than 90 days, and any risk of

loss is retained by the Australian Borrower. The interest rate is calculated as the variable receivable finance indicator rate, plus a margin of 1.60% per annum. Borrowings under this facility are secured by substantially all of the assets of the Australian Borrower. The NAB Facility Agreement does not have a stated maturity date and can be terminated by either the Australian Borrower or NAB upon 90 days written notice. As of December 31, 2022 and 2021, there were no amounts outstanding under the NAB Facility Agreement. Interest expense and fees incurred on the NAB Facility Agreement were $18 and $20 for the years ended December 31, 2022 and 2021, respectively.

The NAB Facility Agreement contains various restrictions and covenants for the Australian Borrower including (1) that EBITDA must be at least two times total interest paid on debt on a 12-month rolling basis; (2) minimum tangible net worth must be at least 2.5 million Australian dollars and be equal to at least 25% of total tangible assets on June 30 and December 31 (as defined in the NAB Facility Agreement); and (3) additional periodic reporting requirements to NAB. The Company was in compliance with all financial covenants under the NAB Facility Agreement as of December 31, 2022.

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 Consolidated Statements of Cash Flows.

STOCKHOLDERS' EQUITY	12 Months Ended
STOCKHOLDERS' EQUITY	Dec. 31, 2022
Equity [Abstract]
STOCKHOLDERS' EQUITY	STOCKHOLDERS’ EQUITY Common Stock On July 30, 2015, the Company announced that its Board of Directors authorized the repurchase of up to $10,000 of the Company’s common stock. The Company intends to make purchases from time to time as market conditions warrant. This authorization does not expire. As of December 31, 2022, the Company had repurchased an aggregate of 465,178 shares for a total cost of $9,428 under the July 30, 2015 authorization. In 2022, the Company repurchased 32,615 shares of common stock on the open market for $1,131 pursuant to this authorization. In the same period last year, no purchases of shares were made. STOCKHOLDER RIGHTS PLANOn October 15, 2018, the Company’s Board of Directors declared a dividend to the Company’s stockholders of record as of the close of business on October 25, 2018 (the “Record Date”), for each outstanding share of the Company’s common stock, of one right (a “Right”) to purchase one one-hundredth of a share of a new series of participating preferred stock of the Company. The terms of the Rights are set forth in the Rights Agreement, dated as of October 15, 2018 (as amended, the “Rights Agreement”), by and between the Company and Computershare Trust Company, N.A., as rights agent (the “Rights Agent”). The Company's stockholders approved the Rights Agreement at the Company’s 2019 Annual Meeting of Stockholders held on May 6, 2019. On September 28, 2021, the Company and the Rights Agent entered into a First Amendment to Rights Agreement (the “Amendment”) that amended the Rights Agreement to extend its term through October 15, 2024. The amendment was approved by the Board on September 28, 2021, subject to stockholder approval, and the Company’s stockholders approved the Amendment at the Company’s 2022 Annual Meeting of Stockholders held on May 17, 2022. Each Right allows its holder to purchase from the Company one one-hundredth of a share of the Company’s Series B Junior Participating Preferred Stock (“Series B Preferred Stock”) for a purchase price of $3.50. Each fractional share of Series B Preferred Stock would give the stockholder approximately the same dividend, voting and liquidation rights as does one share of common stock. Prior to exercise, however, a Right does not give its holder any dividend, voting or liquidation rights. The Board entered into the Rights Agreement in an effort to preserve the value of the Company’s significant U.S. NOLs and other tax benefits. The Company’s ability to utilize its NOLs may be substantially limited if the Company experiences an “ownership change” within the meaning of Section 382 of the Internal Revenue Code of 1986, as amended (the “Code”). In general, an “ownership change” would occur if the percentage of the Company’s ownership by one or more “5-percent shareholders” (as defined in the Code) increases by more than 50 percent over the lowest percentage owned by such stockholders at any time during the prior three years. The Rights Agreement is designed to preserve the Company’s tax benefits by deterring transfers of common stock that could result in an “ownership change” under Section 382 of the Code. The Rights Agreement replaced the Company’s prior rights agreement designed to preserve the value of the Company’s NOLs, which was approved by stockholders in 2015 and expired in accordance with its terms in January 2018. The Company also has a provision in its Amended and Restated Certificate of Incorporation (the “Charter Provision”) which generally prohibits transfers of its common stock that could result in an ownership change. In general terms, the Rights Agreement imposes a significant penalty upon any person or group that acquires beneficial ownership (as defined under the Rights Agreement) of 4.99% or more of the outstanding common stock without the prior approval of the Board (an “Acquiring Person”). Any Rights held by an Acquiring Person are void and may not be exercised. The Rights will not be exercisable until the earlier of (i) 10 days after a public announcement by the Company that a person or group has become an Acquiring Person; and (ii) 10 business days (or a later date determined by the Board) after a person or group begins a tender or an exchange offer that, if completed, would result in that person or group becoming an Acquiring Person. Until the date that the Rights become exercisable (the “Distribution Date”), common stock certificates will also evidence the Rights and will contain a notation to that effect. Any transfer of shares of common stock prior to the Distribution Date will constitute a transfer of the associated Rights. After the Distribution Date, the Rights will separate from the common stock and be evidenced by Right certificates, which the Company will mail to all holders of Rights that have not become void. After the Distribution Date, if a person or group already is or becomes an Acquiring Person, all holders of Rights, except the Acquiring Person, may exercise their Rights upon payment of the purchase price to purchase shares of common stock (or other securities or assets as determined by the Board) with a market value of two times the purchase price (a “Flip-in Event”). After the Distribution Date, if a Flip-in Event has already occurred and the Company is acquired in a merger or similar transaction, all holders of Rights, except the Acquiring Person, may exercise their Rights upon payment of the purchase price, to purchase shares of the acquiring or other appropriate entity with a market value of two times the purchase price of the Rights. Rights may be exercised to purchase Series B Preferred Stock only after the Distribution Date occurs and prior to the occurrence of a Flip-in Event as described above. A Distribution Date resulting from the commencement of a tender offer or an exchange offer as described in the second bullet point above could precede the occurrence of a Flip-in Event, in which case the Rights could be exercised to purchase Series B Preferred Stock. A Distribution Date resulting from any occurrence described in the first bullet point above would necessarily follow the occurrence of a Flip-in Event, in which case the Rights could be exercised to purchase shares of common stock (or other securities or assets) as described above. The Rights will expire on the earliest of (i) October 15, 2024, or such earlier date as of which the Board determines that the Rights Agreement is no longer necessary for the preservation of the Company’s tax benefits, (ii) the time at which the Rights are redeemed, (iii) the time at which the Rights are exchanged, (iv) the effective time of the repeal of Section 382 of the Code if the Board determines that the Rights Agreement is no longer necessary for the preservation of the Company’s tax benefits, (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.

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.

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ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) [Abstract]

ACCUMULATED OTHER COMPREHENSIVE (LOSS) INCOME

12 Months Ended

Dec. 31, 2022

ACCUMULATED OTHER COMPREHENSIVE (LOSS) INCOME

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


	December 31,
	2022		2021
Foreign currency translation adjustments	$	(1,639)	$	(85)

Accumulated other comprehensive loss	$	(1,639)	$	(85)

SHELF REGISTRATION STATEMENT	12 Months Ended
SHELF REGISTRATION STATEMENT	Dec. 31, 2022
Equity [Abstract]
SHELF REGISTRATION STATEMENT	SHELF REGISTRATION STATEMENTOn June 30, 2022, the Company filed a shelf registration on Form S-3 with the SEC. Under the Form S-3, the Company may offer, issue and sell, from time to time, in one or more offerings and series, together or separately, shares of its common stock, shares of preferred stock, debt securities, subscription rights, purchase contracts, or units, which together shall have an aggregate initial offering price not to exceed $100,000,000. The registration statement was declared effective by the SEC on July 26, 2022. As of December 31, 2022, no securities had been offered or issued under the registration statement.

STOCKHOLDER RIGHTS PLAN	12 Months Ended
STOCKHOLDER RIGHTS PLAN	Dec. 31, 2022
Shelf Registrations Disclosure [Abstract]
STOCKHOLDERS RIGHTS PLAN	STOCKHOLDERS’ EQUITY Common Stock On July 30, 2015, the Company announced that its Board of Directors authorized the repurchase of up to $10,000 of the Company’s common stock. The Company intends to make purchases from time to time as market conditions warrant. This authorization does not expire. As of December 31, 2022, the Company had repurchased an aggregate of 465,178 shares for a total cost of $9,428 under the July 30, 2015 authorization. In 2022, the Company repurchased 32,615 shares of common stock on the open market for $1,131 pursuant to this authorization. In the same period last year, no purchases of shares were made. STOCKHOLDER RIGHTS PLANOn October 15, 2018, the Company’s Board of Directors declared a dividend to the Company’s stockholders of record as of the close of business on October 25, 2018 (the “Record Date”), for each outstanding share of the Company’s common stock, of one right (a “Right”) to purchase one one-hundredth of a share of a new series of participating preferred stock of the Company. The terms of the Rights are set forth in the Rights Agreement, dated as of October 15, 2018 (as amended, the “Rights Agreement”), by and between the Company and Computershare Trust Company, N.A., as rights agent (the “Rights Agent”). The Company's stockholders approved the Rights Agreement at the Company’s 2019 Annual Meeting of Stockholders held on May 6, 2019. On September 28, 2021, the Company and the Rights Agent entered into a First Amendment to Rights Agreement (the “Amendment”) that amended the Rights Agreement to extend its term through October 15, 2024. The amendment was approved by the Board on September 28, 2021, subject to stockholder approval, and the Company’s stockholders approved the Amendment at the Company’s 2022 Annual Meeting of Stockholders held on May 17, 2022. Each Right allows its holder to purchase from the Company one one-hundredth of a share of the Company’s Series B Junior Participating Preferred Stock (“Series B Preferred Stock”) for a purchase price of $3.50. Each fractional share of Series B Preferred Stock would give the stockholder approximately the same dividend, voting and liquidation rights as does one share of common stock. Prior to exercise, however, a Right does not give its holder any dividend, voting or liquidation rights. The Board entered into the Rights Agreement in an effort to preserve the value of the Company’s significant U.S. NOLs and other tax benefits. The Company’s ability to utilize its NOLs may be substantially limited if the Company experiences an “ownership change” within the meaning of Section 382 of the Internal Revenue Code of 1986, as amended (the “Code”). In general, an “ownership change” would occur if the percentage of the Company’s ownership by one or more “5-percent shareholders” (as defined in the Code) increases by more than 50 percent over the lowest percentage owned by such stockholders at any time during the prior three years. The Rights Agreement is designed to preserve the Company’s tax benefits by deterring transfers of common stock that could result in an “ownership change” under Section 382 of the Code. The Rights Agreement replaced the Company’s prior rights agreement designed to preserve the value of the Company’s NOLs, which was approved by stockholders in 2015 and expired in accordance with its terms in January 2018. The Company also has a provision in its Amended and Restated Certificate of Incorporation (the “Charter Provision”) which generally prohibits transfers of its common stock that could result in an ownership change. In general terms, the Rights Agreement imposes a significant penalty upon any person or group that acquires beneficial ownership (as defined under the Rights Agreement) of 4.99% or more of the outstanding common stock without the prior approval of the Board (an “Acquiring Person”). Any Rights held by an Acquiring Person are void and may not be exercised. The Rights will not be exercisable until the earlier of (i) 10 days after a public announcement by the Company that a person or group has become an Acquiring Person; and (ii) 10 business days (or a later date determined by the Board) after a person or group begins a tender or an exchange offer that, if completed, would result in that person or group becoming an Acquiring Person. Until the date that the Rights become exercisable (the “Distribution Date”), common stock certificates will also evidence the Rights and will contain a notation to that effect. Any transfer of shares of common stock prior to the Distribution Date will constitute a transfer of the associated Rights. After the Distribution Date, the Rights will separate from the common stock and be evidenced by Right certificates, which the Company will mail to all holders of Rights that have not become void. After the Distribution Date, if a person or group already is or becomes an Acquiring Person, all holders of Rights, except the Acquiring Person, may exercise their Rights upon payment of the purchase price to purchase shares of common stock (or other securities or assets as determined by the Board) with a market value of two times the purchase price (a “Flip-in Event”). After the Distribution Date, if a Flip-in Event has already occurred and the Company is acquired in a merger or similar transaction, all holders of Rights, except the Acquiring Person, may exercise their Rights upon payment of the purchase price, to purchase shares of the acquiring or other appropriate entity with a market value of two times the purchase price of the Rights. Rights may be exercised to purchase Series B Preferred Stock only after the Distribution Date occurs and prior to the occurrence of a Flip-in Event as described above. A Distribution Date resulting from the commencement of a tender offer or an exchange offer as described in the second bullet point above could precede the occurrence of a Flip-in Event, in which case the Rights could be exercised to purchase Series B Preferred Stock. A Distribution Date resulting from any occurrence described in the first bullet point above would necessarily follow the occurrence of a Flip-in Event, in which case the Rights could be exercised to purchase shares of common stock (or other securities or assets) as described above. The Rights will expire on the earliest of (i) October 15, 2024, or such earlier date as of which the Board determines that the Rights Agreement is no longer necessary for the preservation of the Company’s tax benefits, (ii) the time at which the Rights are redeemed, (iii) the time at which the Rights are exchanged, (iv) the effective time of the repeal of Section 382 of the Code if the Board determines that the Rights Agreement is no longer necessary for the preservation of the Company’s tax benefits, (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.

SEGMENT AND GEOGRAPHIC DATA

SEGMENT AND GEOGRAPHIC DATA

12 Months Ended

Dec. 31, 2022

Segment Reporting [Abstract]

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 assets separated by segment for internal reporting purposes.


	Americas		Asia Pacific		Europe		Corporate		Inter-segment elimination		Total
For the Year Ended December 31, 2022
Revenue, from external customers	$	51,639	$	118,149	$	31,129	$	—	$	—	$	200,917
Inter-segment revenue	332		16		76		—		(424)		—
Total revenue	$	51,971	$	118,165	$	31,205	$	—	$	(424)	$	200,917
Adjusted net revenue, from external customers (a)	$	48,990	$	34,278	$	15,942	$	—	$	—	$	99,210
Inter-segment adjusted net revenue	294		(288)		11		—		(17)		—
Total adjusted net revenue	$	49,284	$	33,990	$	15,953	$	—	$	(17)	$	99,210



EBITDA (loss) (b)	$	4,877	$	7,282	$	1,501	$	(2,905)	$	—	$	10,755
Depreciation and amortization	(1,290)		(55)		(27)		(6)		—		(1,378)
Interest income, net	—		4		—		79		—		83
Intercompany interest (expense) income, net	—		(365)		—		365		—		—
Provision for income taxes	(144)		(1,961)		(157)		(69)		—		(2,331)
Net income (loss)	$	3,443	$	4,905	$	1,317	$	(2,536)	$	—	$	7,129

As of December 31, 2022
Accounts receivable, net	$	9,015	$	10,900	$	6,355	$	—	$	—	$	26,270
Long-lived assets, net of accumulated depreciation and amortization (c)	$	9,027	$	963	$	49	$	25	$	—	$	10,064
Total assets	$	23,775	$	23,662	$	9,568	$	10,937	$	—	$	67,942


	Americas		Asia Pacific		Europe		Corporate		Inter-segment elimination		Total
For the Year Ended December 31, 2021
Revenue, from external customers	$	28,797	$	118,597	$	21,813	$	—	$	—	$	169,207
Inter-segment revenue	41		15		38		—		(94)		—
Total revenue	$	28,838	$	118,612	$	21,851	$	—	$	(94)	$	169,207
Adjusted net revenue, from external customers (a)	$	27,087	$	28,561	$	12,509	$	—	$	—	$	68,157
Inter-segment adjusted net revenue	7		(5)		(2)		—		—		—
Total adjusted net revenue	$	27,094	$	28,556	$	12,507	$	—	$	—	$	68,157



EBITDA (loss) (b)	$	1,801	$	5,452	$	1,007	$	(3,352)	$	—	$	4,908
Depreciation and amortization	(498)		(66)		(29)		(4)		—		(597)
Interest income, net	—		4		—		29		—		33
Intercompany interest (expense) income, net	—		(330)		—		330		—		—
(Provision for) benefit from income taxes	539		(1,334)		(273)		(49)		—		(1,117)
Net income (loss)	$	1,842	$	3,726	$	705	$	(3,046)	$	—	$	3,227

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 (c)	$	9,964	$	68	$	42	$	4	$	—	$	10,078
Total assets	$	22,214	$	21,744	$	9,370	$	7,914	$	—	$	61,242

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

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

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

Geographic Data Reporting

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


Information by geographic region	Australia		United Kingdom		United States		Other		Total
For the Year Ended December 31, 2022
Revenue (a)	$	106,684	$	29,421	$	49,168	$	15,644	$	200,917
For the Year Ended December 31, 2021
Revenue (a)	$	109,388	$	19,686	$	27,299	$	12,834	$	169,207
As of December 31, 2022
Long-lived assets, net (b)	$	74	$	49	$	9,070	$	871	$	10,064
Net assets	$	8,744	$	3,529	$	25,204	$	8,315	$	45,792
As of December 31, 2021
Long-lived assets, net (b)	$	29	$	42	$	9,968	$	39	$	10,078
Net assets	$	7,925	$	2,729	$	21,510	$	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 and goodwill, net of accumulated depreciation and amortization.

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.

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

VALUATION RESERVES

12 Months Ended

Dec. 31, 2022

VALUATION RESERVES

The following table summarizes the activity in our valuation accounts during the fiscal years ended December 31, 2022 and 2021.




	Balance at		Charged to				Balance at
	Beginning		Costs and		Deductions		End
(in thousands)	of Period		Expenses		and Other		of Period
Year Ended December 31, 2022
Allowance for Doubtful Accounts	$	196	$	26	$	(171)	$	51
Deferred tax assets-valuation allowance	$	183,974	$	1,695	$	(317)	$	185,352

Year Ended December 31, 2021
Allowance for Doubtful Accounts	$	10	$	147	$	39	$	196
Deferred tax assets-valuation allowance	$	187,722	$	180	$	(3,928)	$	183,974

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

12 Months Ended

Dec. 31, 2022

Accounting Policies [Abstract]

Basis of Presentation

Basis of PresentationThe Consolidated Financial Statements have been prepared in accordance with generally accepted accounting principles (“GAAP”) in the United States of America (“U.S.”). Certain prior period amounts have been reclassified to conform to the current year presentation with no material impact on the Consolidated Financial Statements. Unless otherwise stated, amounts are presented in U.S. dollars and all amounts are in thousands, except for number of shares and per share amounts.

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

Recent Accounting Standard Update Not Yet Adopted

Principles of Consolidation

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

Use of Estimates

Concentration and Credit Risk

Revenue Recognition

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

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

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

Operating Expenses

Stock-Based Compensation

Employee Benefit Programs

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

Income Taxes

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

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

Earnings (Loss) Per Share

Earnings Per Share

Fair Value of Financial Instruments

Level 3 measurements are based on unobservable data that are supported by little or no market activity and are significant to the fair value of the assets or liabilities.

Cash and Cash Equivalents and Restricted Cash

Cash and Cash Equivalents

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

Restricted Cash

Accounts Receivable

Property and Equipment

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


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

Leases

Capitalized Software Costs

that do not increase functionality. Capitalized software costs are included in property and equipment.

Business Combinations and Asset Acquisitions

Long-Lived Assets and Amortizable Intangibles

Intangible Assets

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


						Years
Non-compete agreements						2 - 3
Developed Technology						3
Customer lists						3 - 6
Trade name						5 - 10

Goodwill

and proceed directly to performing the quantitative goodwill impairment test. There were no impairment charges recorded in either fiscal year 2022 or 2021.

Foreign Currency Translation

Comprehensive Income (Loss)

Comprehensive Income

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)

12 Months Ended

Dec. 31, 2022

Accounting Policies [Abstract]

Property, plant and equipment

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


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

Schedule of Finite-Lived Intangible Assets

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


						Years
Non-compete agreements						2 - 3
Developed Technology						3
Customer lists						3 - 6
Trade name						5 - 10

For the years ended December 31, 2022 and 2021, the Company’s Intangible assets consisted of the following components:


2022	Weighted Average Remaining Amortization Useful Lives (in years)	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
Non-compete agreements	0.9	$	118	$	(85)	$	33
Trade name	7.1	1,548		(312)		1,236
Customer lists	4.3	3,857		(1,001)		2,856
Developed technology	1.8	640		(249)		391
		$	6,163	$	(1,647)	$	4,516


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

DISAGGREGATED REVENUE (Tables)

12 Months Ended

Dec. 31, 2022

Revenues [Abstract]

Disaggregation of Revenue

The Company’s revenues for the years ended December 31, 2022 and 2021 were as follows:


	December 31,
	2022		2021
RPO Recruitment	$	97,700	$	66,469
Contracting	103,217		102,738
Total Revenue	$	200,917	$	169,207

ACQUISITIONS (Tables)

12 Months Ended

Dec. 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 internal valuations at the date of acquisition.


	Fair Value
Assets Acquired:
Cash and cash equivalents	$	314
Accounts receivable	80
Prepaid expenses and other assets	77
Property and equipment	35
Intangible assets	150
Goodwill	687
Assets Acquired	$	1,343
Liabilities Assumed:
Accrued expenses and other current liabilities	$	20
Other long-term liabilities	63
Liabilities Assumed	$	83

Fair value of consideration transferred	$	1,260

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 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
Non-compete agreements	$	40	3 years
Customer lists	60		3 years
Trade name	50		5 years
Total identifiable assets	$	150


	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 acquisitions of HnB and Karani as if the transactions had occurred on January 1, 2021.


	Year ended December 31,
	2022		2021
Revenue	$	201,153	$	176,573
Net income	$	7,182	$	3,491

STOCK-BASED COMPENSATION (Tables)

12 Months Ended

Dec. 31, 2022

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

Share-based payment arrangement, restricted stock and restricted stock unit, activity

A summary of the quantity and vesting conditions for stock-based units granted to the Company’s employees for the year ended December 31, 2022 was as follows:


Vesting conditions																		Number of Restricted Stock Units Granted
Performance and service conditions - Type 1 (1) (2)																		34,493
Performance and service conditions - Type 2 (1) (2)																		15,667
Service conditions only - Type 1 (2)																		5,250
Total shares of stock award granted																		55,410

(1)The performance conditions with respect to restricted stock units may be satisfied as follows:

restricted stock units may be earned on the basis of performance as measured by a “group adjusted EBITDA”; and

(c)For grants to Coit Staffing Principals subject to 2022 performance conditions, 100% of the restricted stock units may be earned on the basis of performance as measured by a “Coit 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

Schedule of stock-based compensation expense


	For The Year Ended December 31,
	2022		2021

Restricted shares of common stock	$	108	$	283
Restricted stock units	2,210		2,141
Total	$	2,318	$	2,424
Tax benefits recognized in jurisdictions where the Company has taxable income	$	88	$	92

Schedule of unrecognized compensation cost, nonvested awards


	As of December 31,
	2022			2021
	Unrecognized Expense		Weighted Average Period in Years	Unrecognized Expense		Weighted Average Period in Years

Restricted shares of common stock	$	16	0.2	$	125	0.8
Restricted stock units	$	1,519	0.8	$	1,602	1.1

Restricted stock units

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

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

Changes in the Company’s restricted stock units arising from grants to certain employees and non-employee directors for the years ended December 31, 2022 and 2021 were as follows:


	Year Ended December 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	50,160	$	35.37	15,334	$	35.92	65,494	$	35.50
Shares earned above target (a)	36,884	$	16.70	—	$	—	36,884	$	16.70
Vested	(78,251)	$	15.99	(24,769)	$	24.68	(103,020)	$	18.08
Forfeited	—	$	—	(3,675)	$	16.04	(3,675)	$	16.04
Unvested restricted stock units at December 31	130,186	$	23.56	33,390	$	20.31	163,576	$	22.89

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

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


	Year Ended December 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	71,719	$	17.50	198,390	$	16.41

Vested	(8,543)	$	15.68	(24,219)	$	18.30	(32,762)	$	17.62
Forfeited	(11,411)	$	14.54	(1,000)	$	14.54	(12,411)	$	14.54
Unvested restricted stock units at December 31	121,393	$	15.88	46,500	$	17.15	167,893	$	16.23

Fair value activity of instrument vested

The total fair value of restricted stock units vested during the years ended December 31, 2022 and 2021 were as follows:


	For The Year Ended December 31,
	2022		2021
Fair value of restricted stock units vested	$	3,311	$	591

Restricted stock

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

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

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


	For The Year Ended December 31,
	2022			2021
	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 shares of common stock units at January 1	34,818	$	9.57	52,226	$	9.57

Vested	(17,408)	$	9.57	(17,408)	$	9.57
Unvested restricted shares of common stock units at December 31	17,410	$	9.57	34,818	$	9.57

Fair value activity of instrument vested

The total fair value of restricted shares of common stock during the years ended December 31, 2022 and 2021 were as follows:


	For The Year Ended December 31,
	2022		2021
Fair value of restricted shares of common stock vested	$	675	$	310

INCOME TAXES (Tables)

12 Months Ended

Dec. 31, 2022

Income Tax Disclosure [Abstract]

Schedule of income before income tax, domestic and foreign

The domestic and foreign components of net income before provision for income taxes is as follows:


	Year ended December 31,
	2022		2021
Domestic	$	4,301	$	150
Foreign	5,159		4,194
Income before provision for income taxes	$	9,460	$	4,344

Schedule of components of income tax expense (benefit)

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


	Year ended December 31,
	2022		2021
Current tax provision (benefit):
U.S. Federal	$	—	$	—
State and local	58		5
Foreign	2,506		1,462
Total current provision for (benefit from) income taxes	2,564		1,467
Deferred tax provision (benefit):
U.S. Federal	—		—
State and local	—		—
Foreign	(233)		(350)
Total deferred benefit from income taxes	(233)		(350)
Total provision for provision for income taxes	$	2,331	$	1,117

Schedule of effective income tax rate reconciliation

The following is a reconciliation of the effective tax rate for the years ended December 31, 2022 and 2021 to the U.S. federal statutory rate of 21%:


	Year ended December 31,
	2022		2021
Provision at federal statutory rates	$	1,986	$	912
State income taxes, net of federal benefit	478		144
Change in valuation allowance	1,426		(3,893)
Taxes related to foreign income	1,763		1,256
Non-deductible expenses	36		105
Other federal deferred tax adjustments	68		791
Other state deferred tax adjustments	(3,444)		2,362
Uncertain tax positions	18		(560)
Provision for income taxes	$	2,331	$	1,117

Schedule of deferred tax assets and liabilities


	As of December 31,
	2022		2021
Deferred tax assets (liabilities):
Allowance for doubtful accounts	$	58	$	96
Property and equipment	(163)		(169)
Goodwill and intangibles	527		(113)
Accrued compensation	2,768		2,612
Accrued liabilities and other	230		109
Loss carryforwards	183,407		182,784
Deferred tax assets before valuation allowance	186,827		185,319
Valuation allowance	(185,352)		(183,974)
Deferred tax assets, net of valuation allowance	$	1,475	$	1,345

Summary of income tax contingencies

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


	2022		2021
Balance, beginning of year	$	360	$	669
Additions for tax positions of current years	—		—
Additions for tax positions of prior years	—		—
Reductions for tax positions of prior years	—		(309)

Expiration of applicable statutes of limitations	—		—

Balance, end of year	$	360	$	360

EARNINGS (LOSS) PER SHARE (Tables)

12 Months Ended

Dec. 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 per share calculations were as follows:


	For The Year Ended December 31,
	2022		2021
Earnings per share (“EPS”):



Basic	$	2.37	$	1.11



Diluted	$	2.27	$	1.07
EPS numerator - basic and diluted:


Net income	$	7,129	$	3,227
EPS denominator (in thousands):
Weighted average common stock outstanding - basic	3,011		2,917
Common stock equivalents: stock options and restricted stock units	127		86
Weighted average number of common stock outstanding - diluted	3,138		3,003

Schedule of antidilutive securities excluded from computation of earnings per share


	For The Year Ended December 31,
	2022	2021

Unvested restricted stock units	17,885	5,000
Unvested restricted shares of common stock	—	—

Total	17,885	5,000

GOODWILL AND INTANGIBLE ASSETS (Tables)

12 Months Ended

Dec. 31, 2022

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Goodwill

For the years ended December 31, 2022 and 2021, the changes in carrying amount of goodwill were as follows:


	Carrying Value
	2022		2021
Goodwill, January 1	$	4,219	$	2,088
Acquisition	687		2,131
Currency translation	(31)		—
Goodwill, December 31	$	4,875	$	4,219

Schedule of Finite-Lived Intangible Assets

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


						Years
Non-compete agreements						2 - 3
Developed Technology						3
Customer lists						3 - 6
Trade name						5 - 10

For the years ended December 31, 2022 and 2021, the Company’s Intangible assets consisted of the following components:


2022	Weighted Average Remaining Amortization Useful Lives (in years)	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
Non-compete agreements	0.9	$	118	$	(85)	$	33
Trade name	7.1	1,548		(312)		1,236
Customer lists	4.3	3,857		(1,001)		2,856
Developed technology	1.8	640		(249)		391
		$	6,163	$	(1,647)	$	4,516


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:


2023	$	1,111
2024	1,076
2025	816
2026	586
2027	505
Thereafter	422
	$	4,516

Schedule of Amortizable Intangible Assets

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


	January 1, 2022 Beginning Balance		Acquisition		Amortization		Translation and Other		December 31, 2022 Ending Balance
Non-compete agreements	$	30	$	40	$	(35)	$	(2)	$	33
Trade name	1,382		50		(194)		(2)		1,236
Customer lists	3,472		60		(673)		(3)		2,856
Developed technology	604		—		(213)		—		391
	$	5,488	$	150	$	(1,115)	$	(7)	$	4,516


	January 1, 2021 Beginning Balance		Acquisition		Amortization		Translation and Other		December 31, 2021 Ending Balance
Non-compete agreements	$	70	$	—	$	(40)	$	—	$	30
Trade name	380		1,100		(98)		—		1,382
Customer lists	950		2,800		(278)		—		3,472
Developed technology	—		640		(36)		—		604
	$	1,400	$	4,540	$	(452)	$	—	$	5,488

Tabular disclosure of goodwill by reportable segment and in total which includes a rollforward schedule.

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Schedule of Accounts Payable and Accrued Liabilities

ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES (Tables)

12 Months Ended

Dec. 31, 2022

Payables and Accruals [Abstract]

As of December 31, 2022 and 2021, the Company’s accrued expenses and other current liabilities consisted of the following:


	December 31,
	2022		2021
Severance	$	75	$	—
Sales, use, payroll, and income taxes	3,231		3,526
Fees for professional services	813		958

Deferred revenue	170		533
Other accruals	2,059		1,731
Total accrued expenses and other current liabilities	$	6,348	$	6,748

COMMITMENTS AND CONTINGENCIES (Tables)

12 Months Ended

Dec. 31, 2022

Commitments and Contingencies Disclosure [Abstract]

Schedule of future minimum rental payments for operating leases

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


	2023		2024		2025		2026		2027		Total
Minimum lease payments	$	340	$	149	$	93	$	95	$	8	$	685

ACCUMULATED OTHER COMPREHENSIVE (LOSS) INCOME (Tables)

12 Months Ended

Dec. 31, 2022

ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) [Abstract]

Schedule of Accumulated Other Comprehensive (Loss) Income

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


	December 31,
	2022		2021
Foreign currency translation adjustments	$	(1,639)	$	(85)

Accumulated other comprehensive loss	$	(1,639)	$	(85)

SEGMENT AND GEOGRAPHIC DATA (Tables)

12 Months Ended

Dec. 31, 2022

Segment Reporting [Abstract]

Schedule of segment reporting information


	Americas		Asia Pacific		Europe		Corporate		Inter-segment elimination		Total
For the Year Ended December 31, 2022
Revenue, from external customers	$	51,639	$	118,149	$	31,129	$	—	$	—	$	200,917
Inter-segment revenue	332		16		76		—		(424)		—
Total revenue	$	51,971	$	118,165	$	31,205	$	—	$	(424)	$	200,917
Adjusted net revenue, from external customers (a)	$	48,990	$	34,278	$	15,942	$	—	$	—	$	99,210
Inter-segment adjusted net revenue	294		(288)		11		—		(17)		—
Total adjusted net revenue	$	49,284	$	33,990	$	15,953	$	—	$	(17)	$	99,210



EBITDA (loss) (b)	$	4,877	$	7,282	$	1,501	$	(2,905)	$	—	$	10,755
Depreciation and amortization	(1,290)		(55)		(27)		(6)		—		(1,378)
Interest income, net	—		4		—		79		—		83
Intercompany interest (expense) income, net	—		(365)		—		365		—		—
Provision for income taxes	(144)		(1,961)		(157)		(69)		—		(2,331)
Net income (loss)	$	3,443	$	4,905	$	1,317	$	(2,536)	$	—	$	7,129

As of December 31, 2022
Accounts receivable, net	$	9,015	$	10,900	$	6,355	$	—	$	—	$	26,270
Long-lived assets, net of accumulated depreciation and amortization (c)	$	9,027	$	963	$	49	$	25	$	—	$	10,064
Total assets	$	23,775	$	23,662	$	9,568	$	10,937	$	—	$	67,942


	Americas		Asia Pacific		Europe		Corporate		Inter-segment elimination		Total
For the Year Ended December 31, 2021
Revenue, from external customers	$	28,797	$	118,597	$	21,813	$	—	$	—	$	169,207
Inter-segment revenue	41		15		38		—		(94)		—
Total revenue	$	28,838	$	118,612	$	21,851	$	—	$	(94)	$	169,207
Adjusted net revenue, from external customers (a)	$	27,087	$	28,561	$	12,509	$	—	$	—	$	68,157
Inter-segment adjusted net revenue	7		(5)		(2)		—		—		—
Total adjusted net revenue	$	27,094	$	28,556	$	12,507	$	—	$	—	$	68,157



EBITDA (loss) (b)	$	1,801	$	5,452	$	1,007	$	(3,352)	$	—	$	4,908
Depreciation and amortization	(498)		(66)		(29)		(4)		—		(597)
Interest income, net	—		4		—		29		—		33
Intercompany interest (expense) income, net	—		(330)		—		330		—		—
(Provision for) benefit from income taxes	539		(1,334)		(273)		(49)		—		(1,117)
Net income (loss)	$	1,842	$	3,726	$	705	$	(3,046)	$	—	$	3,227

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 (c)	$	9,964	$	68	$	42	$	4	$	—	$	10,078
Total assets	$	22,214	$	21,744	$	9,370	$	7,914	$	—	$	61,242

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

Revenue by geographic area

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


Information by geographic region	Australia		United Kingdom		United States		Other		Total
For the Year Ended December 31, 2022
Revenue (a)	$	106,684	$	29,421	$	49,168	$	15,644	$	200,917
For the Year Ended December 31, 2021
Revenue (a)	$	109,388	$	19,686	$	27,299	$	12,834	$	169,207
As of December 31, 2022
Long-lived assets, net (b)	$	74	$	49	$	9,070	$	871	$	10,064
Net assets	$	8,744	$	3,529	$	25,204	$	8,315	$	45,792
As of December 31, 2021
Long-lived assets, net (b)	$	29	$	42	$	9,968	$	39	$	10,078
Net assets	$	7,925	$	2,729	$	21,510	$	7,152	$	39,316

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

VALUATION RESERVES (Tables)

12 Months Ended

Dec. 31, 2022

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

Summary of Valuation Allowance

The following table summarizes the activity in our valuation accounts during the fiscal years ended December 31, 2022 and 2021.




	Balance at		Charged to				Balance at
	Beginning		Costs and		Deductions		End
(in thousands)	of Period		Expenses		and Other		of Period
Year Ended December 31, 2022
Allowance for Doubtful Accounts	$	196	$	26	$	(171)	$	51
Deferred tax assets-valuation allowance	$	183,974	$	1,695	$	(317)	$	185,352

Year Ended December 31, 2021
Allowance for Doubtful Accounts	$	10	$	147	$	39	$	196
Deferred tax assets-valuation allowance	$	187,722	$	180	$	(3,928)	$	183,974

DESCRIPTION OF BUSINESS (Details)	12 Months Ended
DESCRIPTION OF BUSINESS (Details)	Dec. 31, 2022 segments Country	Dec. 31, 2022 Country Segment
Description of Business [Abstract]
Number of reportable segments	3	3
Number of countries in which entity operates	14	14

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Narrative (Details)

12 Months Ended

Dec. 31, 2022

USD ($)

Dec. 31, 2022

USD ($)

segments

Dec. 31, 2022

USD ($)

client

Dec. 31, 2022

USD ($)

Dec. 31, 2022

USD ($)

reportingUnit

Dec. 31, 2022

USD ($)

Segment

Dec. 31, 2021

USD ($)

client

New Accounting Pronouncements or Change in Accounting Principle [Line Items]

Number of reportable segments

Unbilled receivables, current

$ 8,523,000

$ 6,267,000

Number of reporting units | reportingUnit

^[1]

200,917,000

169,207,000

Share-based compensation

268,000

144,000

Goodwill, impairment loss

Compensation expense, bonus

$ 6,100,000

$ 300,000

New Accounting Pronouncements or Change in Accounting Principle [Line Items]

Concentration risk, number of customers | client

Customer Concentration Risk | Top 25 Clients | Revenue

New Accounting Pronouncements or Change in Accounting Principle [Line Items]

Customer Concentration Risk | Three Customers | Revenue

75.00%

85.00%

New Accounting Pronouncements or Change in Accounting Principle [Line Items]

Customer Concentration Risk | Two Customers | Revenue

50.00%

New Accounting Pronouncements or Change in Accounting Principle [Line Items]

Customer Concentration Risk | Two Customers | Accounts Receivable

65.00%

New Accounting Pronouncements or Change in Accounting Principle [Line Items]

Customer Concentration Risk | One Contracting Customer | Revenue

10.00%

New Accounting Pronouncements or Change in Accounting Principle [Line Items]

27.00%

Revenue, net of direct contracting costs and reimbursed expenses

$ 44,888,000

68,157,000

Customer Concentration Risk | One Contracting Customer | Accounts Receivable

New Accounting Pronouncements or Change in Accounting Principle [Line Items]

Customer Concentration Risk | One Contracting Customer | Direct Contracting Costs and Reimbursed Expenses

20.00%

New Accounting Pronouncements or Change in Accounting Principle [Line Items]

Direct contracting costs and reimbursed expenses

$ 43,980,000

Customer Concentration Risk | One Contracting Customer | Revenue, Net of Direct Contracting Costs and Reimbursed Expenses

New Accounting Pronouncements or Change in Accounting Principle [Line Items]

Revenue, net of direct contracting costs and reimbursed expenses

1.00%

$ 908,000

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

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Schedule of Property, Plant and Equipment Useful Life (Details)	12 Months Ended
	Dec. 31, 2022
Minimum \| Furniture and equipment
Property, Plant and Equipment [Line Items]
Useful life	3 years
Minimum \| Capitalized software costs
Property, Plant and Equipment [Line Items]
Useful life	3 years
Minimum \| Computer equipment
Property, Plant and Equipment [Line Items]
Useful life	3 years
Maximum \| Furniture and equipment
Property, Plant and Equipment [Line Items]
Useful life	8 years
Maximum \| Capitalized software costs
Property, Plant and Equipment [Line Items]
Useful life	5 years
Maximum \| Computer equipment
Property, Plant and Equipment [Line Items]
Useful life	5 years

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Schedule of Finite-Lived Intangible Asset Amortization Period (Details)	12 Months Ended
	Dec. 31, 2022
Developed Technology
Finite-Lived Intangible Assets [Line Items]
Amortization period (in years)	3 years
Minimum \| Non-compete agreements
Finite-Lived Intangible Assets [Line Items]
Amortization period (in years)	2 years
Minimum \| Customer lists
Finite-Lived Intangible Assets [Line Items]
Amortization period (in years)	3 years
Minimum \| Trade name
Finite-Lived Intangible Assets [Line Items]
Amortization period (in years)	5 years
Maximum \| Non-compete agreements
Finite-Lived Intangible Assets [Line Items]
Amortization period (in years)	3 years
Maximum \| Customer lists
Finite-Lived Intangible Assets [Line Items]
Amortization period (in years)	6 years
Maximum \| Trade name
Finite-Lived Intangible Assets [Line Items]
Amortization period (in years)	10 years

DISAGGREGATED REVENUE (Details) - USD ($)
$ in Thousands

12 Months Ended

Dec. 31, 2022

Dec. 31, 2021

Disaggregation of Revenue [Line Items]

Revenues

^[1]

$ 200,917

$ 169,207

RPO Recruitment

Disaggregation of Revenue [Line Items]

Revenues

97,700

66,469

Contracting

Disaggregation of Revenue [Line Items]

Revenues

$ 103,217

$ 102,738

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

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).

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

ACQUISITIONS - Narrative (Details) $ in Thousands		2 Months Ended	3 Months Ended		12 Months Ended
ACQUISITIONS - Narrative (Details) $ in Thousands	Aug. 19, 2022 USD ($)	Dec. 31, 2021 USD ($)	Dec. 31, 2022 USD ($) shares	Dec. 31, 2020 USD ($)	Dec. 31, 2022 USD ($) shares	Dec. 31, 2021 USD ($)	Oct. 29, 2021 USD ($) employees	Oct. 01, 2020 USD ($)
Business Acquisition [Line Items]
Total					$ 2,318	$ 2,424
Salaries and related					74,373	53,038
Restricted stock
Business Acquisition [Line Items]
Total					$ 108	283
HnB Acquisition
Business Acquisition [Line Items]
Payments to acquire businesses, gross	$ 1,064
Contingent consideration payable	350
Business combination, consideration transferred	1,260
Business combination, preliminary working capital adjustment	47
Business combination, acquired receivable, fair value	(28)
Cash and cash equivalents	314
Performance targets met, percent			0.70		0.70
Transaction costs	63
Revenue since acquisition date			$ 69
Earnings (loss) since acquisition date			21
Fair value of net assets acquired, goodwill and liabilities assumed	$ 1,260
HnB Acquisition \| Fair Value, Inputs, Level 3
Business Acquisition [Line Items]
Contingent consideration payable			150		$ 150
Karani, LLC
Business Acquisition [Line Items]
Payments to acquire businesses, gross		$ 6,805
Cash and cash equivalents							$ 737
Transaction costs							200
Revenue since acquisition date					9,954	1,648
Earnings (loss) since acquisition date					944	286
Promissory note							2,000
Fair value of net assets acquired, goodwill and liabilities assumed							8,673
Working capital credit acquired							(132)
Karani, LLC \| Chief Financial Officer [Member]
Business Acquisition [Line Items]
Retention payment							$ 250
Karani, LLC \| Installment Payable, Period One \| Promissory Note
Business Acquisition [Line Items]
Installment payable period		6 months
Karani, LLC \| Installment Payable, Period Two \| 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]
Contingent consideration payable			450		450
Transaction costs								$ 436
Promissory note								1,350
Fair value of net assets acquired, goodwill and liabilities assumed								3,997
Contingent consideration payable, annual payment								$ 450
Earn out payment		$ 1,500	$ 2,030		$ 2,030	1,500
Employee agreement				2 years
Total				$ 108		$ 283
Salaries and related				2,588
Coit Staffing, Inc. \| Restricted 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			52,226		52,226
Coit Staffing, Inc. \| Restricted stock \| First Anniversary
Business Acquisition [Line Items]
Share-based compensation arrangement award vesting period				10 months
Coit Staffing, Inc. \| Restricted stock \| Second Anniversary
Business Acquisition [Line Items]
Share-based compensation arrangement award vesting period				20 months
Coit Staffing, Inc. \| Restricted stock \| Third Anniversary
Business Acquisition [Line Items]
Share-based compensation arrangement award vesting period				30 months

ACQUISITIONS - Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Aug. 19, 2022	Dec. 31, 2021	Oct. 29, 2021	Dec. 31, 2020	Oct. 01, 2020
Business Acquisition [Line Items]
Goodwill	$ 4,875		$ 4,219		$ 2,088
HnB Acquisition
Business Acquisition [Line Items]
Cash and cash equivalents		$ 314
Accounts receivable		80
Prepaid expenses and other assets		77
Property and equipment		35
Intangible assets		150
Goodwill		687
Assets Acquired		1,343
Accrued expenses and other current liabilities		20
Other long-term liabilities		63
Liabilities Assumed		83
Fair value of consideration transferred		$ 1,260
Karani, LLC
Business Acquisition [Line Items]
Cash and cash equivalents				$ 737
Accounts receivable				1,521
Restricted cash, current				50
Prepaid expenses and other assets				177
Property and equipment				119
Operating lease right-of-use assets				100
Restricted cash				3
Other long-term assets				19
Intangible assets				4,540
Goodwill				2,131
Assets Acquired				9,397
Accrued expenses and other current liabilities				436
Operating lease obligations, current				88
Operating lease obligations, non-current				12
Other long-term liabilities				188
Liabilities Assumed				724
Fair value of consideration transferred				$ 8,673
Coit Staffing, Inc.
Business Acquisition [Line Items]
Fair value of consideration transferred						$ 3,997

ACQUISITIONS - Intangible Assets Acquired (Details) - USD ($) $ in Thousands		2 Months Ended	12 Months Ended
	Aug. 19, 2022	Dec. 31, 2021	Dec. 31, 2022	Dec. 31, 2021
Business Acquisition [Line Items]
Intangible assets acquired			$ 150	$ 4,540
Karani, LLC
Business Acquisition [Line Items]
Intangible assets acquired		$ 4,540
HnB Acquisition
Business Acquisition [Line Items]
Intangible assets acquired	$ 150
Developed Technology
Business Acquisition [Line Items]
Intangible assets acquired			0	640
Developed Technology \| Karani, LLC
Business Acquisition [Line Items]
Intangible assets acquired		$ 640
Useful Life		3 years
Customer lists
Business Acquisition [Line Items]
Intangible assets acquired			60	2,800
Customer lists \| Karani, LLC
Business Acquisition [Line Items]
Intangible assets acquired		$ 2,800
Useful Life		6 years
Customer lists \| HnB Acquisition
Business Acquisition [Line Items]
Intangible assets acquired	$ 60
Useful Life	3 years
Trade name
Business Acquisition [Line Items]
Intangible assets acquired			50	1,100
Trade name \| Karani, LLC
Business Acquisition [Line Items]
Intangible assets acquired		$ 1,100
Useful Life		10 years
Trade name \| HnB Acquisition
Business Acquisition [Line Items]
Intangible assets acquired	$ 50
Useful Life	5 years
Non-compete agreements
Business Acquisition [Line Items]
Intangible assets acquired			$ 40	$ 0
Non-compete agreements \| HnB Acquisition
Business Acquisition [Line Items]
Intangible assets acquired	$ 40
Useful Life	3 years

ACQUISITIONS - Pro Forma (Details) - USD ($) $ in Thousands	12 Months Ended
ACQUISITIONS - Pro Forma (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Business Combinations [Abstract]
Revenue	$ 201,153	$ 176,573
Net (loss) income	$ 7,182	$ 3,491

STOCK-BASED COMPENSATION - Narrative (Details) - USD ($)
$ in Thousands

3 Months Ended

12 Months Ended

Dec. 31, 2020

Dec. 31, 2022

Dec. 31, 2021

May 24, 2016

Common stock reserved for issuance to participants

235,200

250,000

Granted, number of share of restricted stock (units)

55,410

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

$ 2,318

$ 2,424

Coit Staffing, Inc.

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

$ 108

$ 283

Restricted stock units

Granted, number of share of restricted stock (units)

65,494

198,390

Weighted Average Period in Years

$ 2,210

$ 2,141

Unrecognized Expense

$ 1,519

$ 1,602

9 months 18 days

1 year 1 month 6 days

Restricted stock units, type 1

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

Granted, number of share of restricted stock (units)

^[1],[2]

34,493

Restricted stock units, type 2

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

Granted, number of share of restricted stock (units)

^[1],[2]

15,667

Restricted stock units, time

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

Granted, number of share of restricted stock (units)

5,250

^[2]

47,500

Non employee director restricted stock unit

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

Granted, number of share of restricted stock (units)

10,084

24,219

Non-option equity instruments, outstanding, number

224,370

Restricted stock

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

Weighted Average Period in Years

$ 108

$ 283

Unrecognized Expense

$ 16

$ 125

2 months 12 days

9 months 18 days

Restricted stock | Coit Staffing, Inc.

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

Stock granted during period, shares, acquisitions

52,226

Restricted stock units, type 1 and 2

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

Granted, number of share of restricted stock (units)

50,160

First Anniversary | Restricted stock units, type 1

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

Granted, number of share of restricted stock (units)

53,075

First Anniversary | Restricted stock units, type 2

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

Granted, number of share of restricted stock (units)

73,596

[1]

The performance conditions with respect to restricted stock units may be satisfied as follows: (a)For employees from the Americas, Asia Pacific, and Europe 70% of the restricted stock units may be earned on the basis of performance as measured by a “regional adjusted EBITDA”, and 30% of the

restricted stock units may be earned on the basis of performance as measured by a “group adjusted EBITDA”; and

(c)For grants to Coit Staffing Principals subject to 2022 performance conditions, 100% of the restricted stock units may be earned on the basis of performance as measured by a “Coit 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

STOCK-BASED COMPENSATION - Vesting Conditions (Details) - shares

12 Months Ended

Dec. 31, 2022

Dec. 31, 2021

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

Granted, number of share of restricted stock (units)

55,410

Restricted stock units, type 1

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

Granted, number of share of restricted stock (units)

^[1],[2]

34,493

Target, Regional adjusted EBITDA, percentage

70.00%

Target, Group adjusted EBITDA, percentage

30.00%

Restricted stock units, type 1 | Performance Conditions, 2021

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]

Granted, number of share of restricted stock (units)

53,075

Restricted stock units, type 1 | Second Anniversary

33.00%

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

Restricted stock units, type 1 | Third Anniversary

33.00%

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

Restricted stock units, type 2

34.00%

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

Granted, number of share of restricted stock (units)

^[1],[2]

15,667

Restricted stock units, type 2 | First Anniversary

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

Granted, number of share of restricted stock (units)

73,596

Restricted stock units, type 2 | Second Anniversary

66.60%

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

Restricted stock units, type 2 | Third Anniversary

16.70%

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

Restricted stock units, time

16.70%

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

Granted, number of share of restricted stock (units)

5,250

^[2]

47,500

Restricted stock units, time | Performance Conditions, 2021 | Coit Staffing, Inc.

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

Target, Group adjusted EBITDA, percentage

100.00%

[1]

restricted stock units may be earned on the basis of performance as measured by a “group adjusted EBITDA”; and

(c)For grants to Coit Staffing Principals subject to 2022 performance conditions, 100% of the restricted stock units may be earned on the basis of performance as measured by a “Coit 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

STOCK-BASED COMPENSATION - Schedule of Expenses (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total	$ 2,318	$ 2,424
Tax benefits recognized in jurisdictions where the Company has taxable income	88	92
Restricted stock
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total	108	283
Restricted stock units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total	$ 2,210	$ 2,141

STOCK-BASED COMPENSATION - Summary of Unrecognized Compensation Expense (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Restricted stock
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unrecognized Expense	$ 16	$ 125
Weighted Average Period in Years	2 months 12 days	9 months 18 days
Restricted stock units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unrecognized Expense	$ 1,519	$ 1,602
Weighted Average Period in Years	9 months 18 days	1 year 1 month 6 days

STOCK-BASED COMPENSATION - Restricted Stock Units (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 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)	55,410
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 stock (units) at January 1, number of shares of restricted stock (unit)	167,893	14,676
Granted, number of share of restricted stock (units)	65,494	198,390
Shares earned above target (in shares)	36,884
Vested, number of share of restricted stock (units)	(103,020)	(32,762)
Forfeited, number of share of restricted stock (units)	(3,675)	(12,411)
Unvested restricted stock (units) at December 31, number of shares of restricted stock (unit)	163,576	167,893
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Roll Forward]
Non-vested restricted stock (units) at January 1, weighted average grant date fair value	$ 16.23	$ 15.45
Granted, weighted average grant date fair value	35.50	16.41
Shares earned above target (in dollars per share)	16.70
Vested, weighted average grant date fair value	18.08	17.62
Forfeitures, Weighted Average Grant Date Fair Value	16.04	14.54
Non-vested restricted stock (units) at December 31, weighted average grant date fair value	$ 22.89	$ 16.23
Employee Service Share-based Compensation, Nonvested Awards, Total Compensation Cost Not yet Recognized	$ 3,311	$ 591
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 stock (units) at January 1, number of shares of restricted stock (unit)	121,393	14,676
Granted, number of share of restricted stock (units)	50,160	126,671
Shares earned above target (in shares)	36,884
Vested, number of share of restricted stock (units)	(78,251)	(8,543)
Forfeited, number of share of restricted stock (units)	0	(11,411)
Unvested restricted stock (units) at December 31, number of shares of restricted stock (unit)	130,186	121,393
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Roll Forward]
Non-vested restricted stock (units) at January 1, weighted average grant date fair value	$ 15.88	$ 15.45
Granted, weighted average grant date fair value	35.37	15.79
Shares earned above target (in dollars per share)	16.70
Vested, weighted average grant date fair value	15.99	15.68
Forfeitures, Weighted Average Grant Date Fair Value	0	14.54
Non-vested restricted stock (units) at December 31, weighted average grant date fair value	$ 23.56	$ 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 stock (units) at January 1, number of shares of restricted stock (unit)	46,500	0
Granted, number of share of restricted stock (units)	15,334	71,719
Shares earned above target (in shares)	0
Vested, number of share of restricted stock (units)	(24,769)	(24,219)
Forfeited, number of share of restricted stock (units)	(3,675)	(1,000)
Unvested restricted stock (units) at December 31, number of shares of restricted stock (unit)	33,390	46,500
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Roll Forward]
Non-vested restricted stock (units) at January 1, weighted average grant date fair value	$ 17.15	$ 0
Granted, weighted average grant date fair value	35.92	17.50
Shares earned above target (in dollars per share)	0
Vested, weighted average grant date fair value	24.68	18.30
Forfeitures, Weighted Average Grant Date Fair Value	16.04	14.54
Non-vested restricted stock (units) at December 31, weighted average grant date fair value	$ 20.31	$ 17.15

STOCK-BASED COMPENSATION - Restricted Shares (Details) - Restricted stock - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward]
Unvested restricted stock (units) at January 1, number of shares of restricted stock (unit)	34,818	52,226
Vested, number of share of restricted stock (units)	(17,408)	(17,408)
Unvested restricted stock (units) at December 31, number of shares of restricted stock (unit)	17,410	34,818
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Roll Forward]
Non-vested restricted stock (units) at January 1, weighted average grant date fair value	$ 9.57	$ 9.57
Vested, weighted average grant date fair value	9.57	9.57
Non-vested restricted stock (units) at December 31, weighted average grant date fair value	$ 9.57	$ 9.57
Employee Service Share-based Compensation, Nonvested Awards, Total Compensation Cost Not yet Recognized	$ 675	$ 310

INCOME TAXES - Foreign and Domestic Income Before Tax (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Income Tax Disclosure [Abstract]
Domestic	$ 4,301	$ 150
Foreign	5,159	4,194
Income before income taxes	$ 9,460	$ 4,344

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.

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INCOME TAXES - Components Of Income Tax Expense Benefit (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Current tax provision (benefit):
U.S. Federal	$ 0	$ 0
State and local	58	5
Foreign	2,506	1,462
Total current provision for (benefit from) income taxes	2,564	1,467
Deferred tax provision (benefit):
U.S. Federal	0	0
State and local	0	0
Foreign	(233)	(350)
Total deferred benefit from income taxes	(233)	(350)
Provision for income taxes	$ 2,331	$ 1,117

INCOME TAXES - Narrative (Details) - USD ($) $ in Thousands	12 Months Ended
INCOME TAXES - Narrative (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021	Sep. 30, 2022	Dec. 31, 2020
Operating Loss Carryforwards [Line Items]
Effective income tax rate reconciliation, percent	24.60%	25.70%
Effective income tax rate reconciliation, at federal statutory income tax rate	21.00%	21.00%
NOL carryforward, net	$ 302,740
NOL not absorbed by former parent	13,144
Operating loss subject to expiration in the next twelve months		$ 57,316
Operating loss carryforwards, section 382	224,124
Operating loss carryforwards, section 382, expected to expire prior to utilization	27,848
Deferred tax assets, operating loss carryforwards, state and local	180,892
Operating loss carryforwards, section 382, expected to expire prior to utilization, tax benefits	7,596
Operating loss carryforwards, valuation allowance	183,379
Deferred tax assets, operating loss carryforwards	98,314
Deferred tax assets, valuation allowance, temporary differences	1,973
Unrecognized tax benefits	360	360		$ 669
Accrued interest and penalties	129	$ 110
Unrecognized tax benefits, period increase (decrease)	408
Canada Revenue Agency
Operating Loss Carryforwards [Line Items]
Income tax examination, penalties and interest expense	42
Federal and State
Operating Loss Carryforwards [Line Items]
NOL carryforward	681,403
NOL carryforward, net	302,740
Capital loss carryforwards, sale transaction	378,663
Deferred tax assets, operating loss carryforwards	82,578
Foreign Tax Authority
Operating Loss Carryforwards [Line Items]
NOL carryforward	11,119
Operating loss subject to expiration in the next twelve months	0
Operating loss that can carryforward indefinitely from foreign subsidiaries	4,713
Deferred tax assets, operating loss carryforwards	$ 2,487
Foreign Tax Authority \| Canada Revenue Agency
Operating Loss Carryforwards [Line Items]
Unrecognized tax benefits, income tax penalties and interest reversal			$ 560

INCOME TAXES - Federal Statutory Income Tax Rate Reconciliation (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Income Tax Disclosure [Abstract]
Provision at federal statutory rates	$ 1,986	$ 912
State income taxes, net of federal benefit	478	144
Change in valuation allowance	1,426	(3,893)
Taxes related to foreign income	1,763	1,256
Other federal deferred tax adjustments	36	105
Other federal deferred tax adjustments	68	791
Other state deferred tax adjustments	(3,444)	2,362
Uncertain tax positions	18	(560)
Provision for income taxes	$ 2,331	$ 1,117

INCOME TAXES - Deferred Tax (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Deferred tax assets (liabilities):
Allowance for doubtful accounts	$ 58	$ 96
Property and equipment	(163)	(169)
Goodwill and intangibles		(113)
Goodwill and intangibles	527
Accrued compensation	2,768	2,612
Accrued liabilities and other	230	109
Loss carryforwards	183,407	182,784
Deferred tax assets before valuation allowance	186,827	185,319
Valuation allowance	(185,352)	(183,974)
Deferred tax assets, net of valuation allowance	$ 1,475	$ 1,345

INCOME TAXES - Summary of Income Tax Contingency (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward]
Balance at January 1, 2019	$ 360	$ 669
Additions for tax positions of current years	0	0
Unrecognized Tax Benefits, Increase Resulting from Prior Period Tax Positions	0	0
Reductions for tax positions of prior years	0	(309)
Expiration of applicable statutes of limitations	0	0
Balance at December 31, 2018	$ 360	$ 360

EARNINGS (LOSS) PER SHARE - Computation of Basic and Diluted Earnings (Loss) Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Earnings Per Share [Abstract]
Basic (in dollars per share)	$ 2.37	$ 1.11
Diluted (in dollars per share)	$ 2.27	$ 1.07
Net income	$ 7,129	$ 3,227
Basic (in shares)	3,011	2,917
Common stock equivalents: stock options and restricted stock units (in shares)	127	86
Weighted-average number of common stock outstanding - diluted (in shares)	3,138	3,003

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

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

EARNINGS (LOSS) PER SHARE - Antidilutive Securities Excluded from the Computation of Earnings (Loss) Per Share (Details) - shares	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share, amount	17,885	5,000
Unvested restricted stock units
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share, amount	17,885	5,000
Restricted stock
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share, amount	0	0

GOODWILL AND INTANGIBLE ASSETS - Narrative (Details) - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Aug. 19, 2022	Oct. 29, 2021	Dec. 31, 2020
Goodwill [Line Items]
Goodwill	$ 4,875,000	$ 4,219,000			$ 2,088,000
Amortization expense of intangible assets	1,115,000	452,000
Goodwill, impairment loss	0	0
Impairment of intangible assets, finite-lived	$ 0	$ 0
Karani, LLC
Goodwill [Line Items]
Goodwill				$ 2,131,000
HnB Acquisition
Goodwill [Line Items]
Goodwill			$ 687,000

Amount after accumulated impairment loss of an asset representing future economic benefits arising from other assets acquired in a business combination that are not individually identified and separately recognized.

+ References + Details

GOODWILL AND INTANGIBLE ASSETS - Changes in Goodwill (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Goodwill [Roll Forward]
Goodwill, January 1,	$ 4,219	$ 2,088
Acquisition	687	2,131
Currency translation	(31)	0
Goodwill, December 31,	$ 4,875	$ 4,219

+ References + Details

GOODWILL AND INTANGIBLE ASSETS - Intangible Assets (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	$ 6,163	$ 6,020
Accumulated Amortization	(1,647)	(532)
Net Carrying Amount	4,516	5,488	$ 1,400
Non-compete agreements
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	118	80
Accumulated Amortization	(85)	(50)
Net Carrying Amount	$ 33	$ 30	70
Weighted Average Remaining Amortization Useful Lives (in years)	10 months 24 days	9 months 18 days
Trade name
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	$ 1,548	$ 1,500
Accumulated Amortization	(312)	(118)
Net Carrying Amount	$ 1,236	$ 1,382	380
Weighted Average Remaining Amortization Useful Lives (in years)	7 years 1 month 6 days	8 years 2 months 12 days
Customer lists
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	$ 3,857	$ 3,800
Accumulated Amortization	(1,001)	(328)
Net Carrying Amount	$ 2,856	$ 3,472	950
Weighted Average Remaining Amortization Useful Lives (in years)	4 years 3 months 18 days	5 years 3 months 18 days
Developed Technology
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	$ 640	$ 640
Accumulated Amortization	(249)	(36)
Net Carrying Amount	$ 391	$ 604	$ 0
Weighted Average Remaining Amortization Useful Lives (in years)	1 year 9 months 18 days	2 years 9 months 18 days

GOODWILL AND INTANGIBLE ASSETS - Future Amortization Expense (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Goodwill and Intangible Assets Disclosure [Abstract]
2023	$ 1,111
2024	1,076
2025	816
2026	586
2027	505
Thereafter	422
Net Carrying Amount	$ 4,516	$ 5,488	$ 1,400

GOODWILL AND INTANGIBLE ASSETS - Amortization of Intangible Assets (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Finite-lived Intangible Assets [Roll Forward]
Beginning Balance	$ 5,488	$ 1,400
Acquisition	150	4,540
Amortization	(1,115)	(452)
Translation and Other	(7)	0
Ending Balance	4,516	5,488
Non-compete agreements
Finite-lived Intangible Assets [Roll Forward]
Beginning Balance	30	70
Acquisition	40	0
Amortization	(35)	(40)
Translation and Other	(2)	0
Ending Balance	33	30
Trade name
Finite-lived Intangible Assets [Roll Forward]
Beginning Balance	1,382	380
Acquisition	50	1,100
Amortization	(194)	(98)
Translation and Other	(2)	0
Ending Balance	1,236	1,382
Customer lists
Finite-lived Intangible Assets [Roll Forward]
Beginning Balance	3,472	950
Acquisition	60	2,800
Amortization	(673)	(278)
Translation and Other	(3)	0
Ending Balance	2,856	3,472
Developed Technology
Finite-lived Intangible Assets [Roll Forward]
Beginning Balance	604	0
Acquisition	0	640
Amortization	(213)	(36)
Translation and Other	0	0
Ending Balance	$ 391	$ 604

ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Payables and Accruals [Abstract]
Severance	$ 75	$ 0
Sales, use, payroll, and income taxes	3,231	3,526
Fees for professional services	813	958
Deferred revenue	170	533
Other accruals	2,059	1,731
Total accrued expenses and other current liabilities	$ 6,348	$ 6,748

COMMITMENTS AND CONTINGENCIES - Schedule of Minimum Lease Payments (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Text Block [Abstract]
2023	$ 340
2024	149
2025	93
2026	95
2027	8
Total	$ 685	$ 363

COMMITMENTS AND CONTINGENCIES - Narrative (Details)		12 Months Ended
COMMITMENTS AND CONTINGENCIES - Narrative (Details)	Apr. 08, 2019 USD ($)	Dec. 31, 2022 USD ($)	Dec. 31, 2021 USD ($)
Other Commitments [Line Items]
Loss contingency accrual		$ 0	$ 0
Operating lease, cost		$ 1,177,000	756,000
Operating lease, weighted average remaining lease term		2 years 9 months 18 days
Total		$ 685,000	363,000
Line of Credit \| NAB Facility Agreement
Other Commitments [Line Items]
Line of credit facility, maximum borrowing capacity		4,000,000
Debt Instrument, Termination of Debt Notice	90 days
Long-term Line of Credit		0
Interest Expense		$ 18,000	$ 20,000
Number of times EBITDA must be paid	2
Tangible net worth, minimum	$ 2,500,000
Tangible assets, minimum		25.00%
Line of Credit \| NAB Facility Agreement \| Variable Receivable Finance Indicator
Other Commitments [Line Items]
Debt instrument, interest rate increase	1.60%
Minimum
Other Commitments [Line Items]
Lessee, operating lease, remaining lease term		1 year
Maximum
Other Commitments [Line Items]
Lessee, operating lease, remaining lease term		5 years

STOCKHOLDERS' EQUITY (Details) - USD ($) $ in Thousands	12 Months Ended		53 Months Ended
STOCKHOLDERS' EQUITY (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2019	Jul. 30, 2015
Class of Stock [Line Items]
Stock repurchase program, authorized amount				$ 10,000
Stock repurchased during period, shares		0	32,615
Payments for repurchase of common stock	$ 1,131	$ 0	$ 1,131
June 30 2015 Authorization
Class of Stock [Line Items]
Stock repurchased during period, shares			465,178
Payments for repurchase of common stock			$ 9,428

ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) [Abstract]
Foreign currency translation adjustments	$ (1,639)	$ (85)
Accumulated other comprehensive loss	$ (1,639)	$ (85)

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

STOCKHOLDER RIGHTS PLAN (Details) - $ / shares	Oct. 15, 2018	Dec. 31, 2022	Dec. 31, 2021
Class of Stock [Line Items]
Rights	1
Purchase price		$ 0.001	$ 0.001
Warrants and Rights, Preferred Stock to Common Stock Conversion, Treatment	1
Number of days after public announcement of acquiring person	10 days
Number of days after tender or exchange offer is completed by acquiring person	10 days
Warrants and Rights, Option to Exercise, Market Value Multiplier of Purchase Price	2
Redemption price per share	$ 0.001
Number of securities called by each warrant or right	0.01
Series B Preferred Stock
Class of Stock [Line Items]
Purchase price	$ 3.50
Number of securities called by each warrant or right	0.01
Minimum
Class of Stock [Line Items]
Ownership percentage, common stock, without approval of board	4.99%

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

12 Months Ended

Dec. 31, 2022

USD ($)

Dec. 31, 2022

USD ($)

segments

Dec. 31, 2022

USD ($)

Segment

Dec. 31, 2021

USD ($)

Number of reportable segments

$ 200,917

$ 169,207

^[1]

200,917

169,207

^[2]

99,210

68,157

99,210

68,157

^[3]

10,755

4,908

1,378

597

(2,331)

(1,117)

7,129

3,227

Long-lived assets, net of accumulated depreciation and amortization (c)

26,270

$ 26,270

25,748

^[4]

10,064

10,078

Inter-segment elimination

67,942

61,242

(424)

(94)

(424)

(94)

^[2]

(17)

(17)

^[3]

Long-lived assets, net of accumulated depreciation and amortization (c)

Americas | Operating Segments

51,639

28,797

332

51,971

28,838

^[2]

48,990

27,087

294

49,284

27,094

^[3]

4,877

1,801

1,290

498

(144)

539

3,443

1,842

Long-lived assets, net of accumulated depreciation and amortization (c)

9,015

8,765

9,027

9,964

Asia Pacific | Operating Segments

23,775

22,214

118,149

118,597

118,165

118,612

^[2]

34,278

28,561

(288)

(5)

33,990

28,556

^[3]

7,282

5,452

(365)

(330)

(1,961)

(1,334)

4,905

3,726

Long-lived assets, net of accumulated depreciation and amortization (c)

10,900

12,073

963

Europe | Operating Segments

23,662

21,744

31,129

21,813

31,205

21,851

^[2]

15,942

12,509

(2)

15,953

12,507

^[3]

1,501

1,007

(157)

(273)

1,317

705

Long-lived assets, net of accumulated depreciation and amortization (c)

6,355

4,910

Corporate | Operating Segments

9,568

9,370

^[2]

^[3]

(2,905)

(3,352)

365

330

(69)

(49)

(2,536)

(3,046)

Long-lived assets, net of accumulated depreciation and amortization (c)

$ 10,937

$ 7,914

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

SEGMENT AND GEOGRAPHIC DATA (Geographic Data Reporting) (Details) - USD ($)
$ in Thousands

12 Months Ended

Dec. 31, 2022

Dec. 31, 2021

^[1]

$ 200,917

$ 169,207

^[2]

10,064

10,078

45,792

39,316

Australia

^[1]

106,684

109,388

^[2]

8,744

7,925

United Kingdom

^[1]

29,421

19,686

^[2]

3,529

2,729

United States

^[1]

49,168

27,299

^[2]

9,070

9,968

25,204

21,510

Other

^[1]

15,644

12,834

^[2]

871

$ 8,315

$ 7,152

[1]	Revenue by geographic region disclosed above is net of any inter-segment revenue and, therefore, represents only revenue from external customers according to the location of the operating subsidiary.
[2]	Comprised of property and equipment, intangible and goodwill, net of accumulated depreciation and amortization