0001210708-24-000013 | 10-K | XBRL Viewer

SEGMENT AND GEOGRAPHIC DATA (Tables)

12 Months Ended

Dec. 31, 2023

Schedule of segment reporting information


	Americas		Asia Pacific		Europe		Corporate		Inter-segment elimination		Total
For the Year Ended December 31, 2023
Revenue, from external customers	$	31,254	$	103,857	$	26,227	$	—	$	—	$	161,338
Inter-segment revenue	326		—		(27)		—		(299)		—
Total revenue	$	31,580	$	103,857	$	26,200	$	—	$	(299)	$	161,338
Adjusted net revenue, from external customers (a)	$	30,141	$	33,675	$	16,451	$	—	$	—	$	80,267
Inter-segment adjusted net revenue	326		(208)		(84)		—		(34)		—
Total adjusted net revenue	$	30,467	$	33,467	$	16,367	$	—	$	(34)	$	80,267



EBITDA (loss) (b)	$	(704)	$	5,859	$	1,582	$	(3,074)	$	—	$	3,663
Depreciation and amortization	(1,282)		(146)		(29)		(10)		—		(1,467)
Interest income, net	—		2		(1)		371		—		372
Intercompany interest (expense) income, net	—		(505)		—		505		—		—
Provision for income taxes	83		(1,524)		724		347		—		(370)
Net income (loss)	$	(1,903)	$	3,686	$	2,276	$	(1,861)	$	—	$	2,198

As of December 31, 2023
Accounts receivable, net	$	5,502	$	9,280	$	4,928	$	—	$	—	$	19,710
Long-lived assets, net of accumulated depreciation and amortization (c)	$	7,773	$	1,954	$	33	$	38	$	—	$	9,798
Total assets	$	17,632	$	23,604	$	11,064	$	8,658	$	—	$	60,958


	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) benefit from 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

(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 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.

Revenue by geographic area

A summary of revenues for the years ended December 31, 2023 and 2022 and net assets by geographic area as of December 31, 2023 and 2022 were as follows:


Information by geographic region	Australia		United Kingdom		United States		Other		Total
For the Year Ended December 31, 2023
Revenue (a)	$	92,505	$	24,810	$	29,333	$	14,690	$	161,338
For the Year Ended December 31, 2022
Revenue (a)	$	106,684	$	29,421	$	49,168	$	15,644	$	200,917
As of December 31, 2023
Long-lived assets, net (b)	$	49	$	33	$	7,811	$	1,905	$	9,798
Net assets	$	9,634	$	5,084	$	22,585	$	11,251	$	48,554
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

(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.

ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Payables and Accruals [Abstract]
Severance	$ 0	$ 75
Sales, use, payroll taxes and income taxes	2,184	3,231
Fees for professional services	1,000	813
Deferred revenue	96	170
Other accruals	1,355	2,059
Total accrued expenses and other current liabilities	$ 4,635	$ 6,348

CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Current assets:
Cash and cash equivalents	$ 22,611	$ 27,123
Accounts receivable, less allowance for expected credit losses of $378 and $51, respectively	19,710	26,270
Restricted cash, current	354	160
Prepaid and other	3,172	1,959
Total current assets	45,847	55,512
Property and equipment, net of accumulated depreciation of $1,564 and $950, respectively	421	673
Operating lease right-of-use assets	1,431	685
Goodwill	5,749	4,875
Intangible assets, net of accumulated amortization of $2,771 and $1,647, respectively	3,628	4,516
Deferred tax assets	3,360	1,475
Restricted cash	205	194
Other assets	317	12
Total assets	60,958	67,942
Current liabilities:
Accounts payable	868	1,678
Accrued salaries, commissions, and benefits	4,939	11,509
Accrued expenses and other current liabilities	4,635	6,348
Note payable – short term	0	1,250
Operating lease obligations, current	768	337
Total current liabilities	11,210	21,122
Income tax payable	87	81
Operating lease obligations	664	348
Other liabilities	443	599
Total liabilities	12,404	22,150
Commitments and contingencies
Stockholders’ equity:
Preferred stock, $0.001 par value, 10,000 shares authorized; none issued or outstanding	0	0
Common stock, $0.001 par value, 20,000 shares authorized; 3,896 and 3,823 shares issued; 2,807 and 2,794 shares outstanding, respectively	4	4
Additional paid-in capital	493,036	491,567
Accumulated deficit	(425,247)	(427,394)
Accumulated other comprehensive loss, net of applicable tax	(1,290)	(1,639)
Treasury stock, 1,089 and 1,029 shares, respectively, at cost	(17,949)	(16,746)
Total stockholders’ equity	48,554	45,792
Total liabilities and stockholders' equity	$ 60,958	$ 67,942

STOCK-BASED COMPENSATION

12 Months Ended

Dec. 31, 2023

Share-Based Payment Arrangement [Abstract]

STOCK-BASED COMPENSATION

Equity Compensation Plans

The Company maintains the Hudson Global, Inc. 2009 Incentive Stock and Awards Plan, as amended and restated on May 24, 2016 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, 2023, there were 150,307 shares of the Company’s common stock available for future issuance under the ISAP.

During the year 2023, the Company granted 28,841 restricted stock units subject to performance vesting conditions for the year ended December 31, 2023 and granted 1,250 of discretionary time-vested restricted stock units to certain employees that were not subject to performance conditions for the year ended December 31, 2023. Additionally, 65,105 time-vested restricted stock units were granted to the Global Chief Executive Officer at Hudson RPO. In the previous year, 2022, the Company granted 50,160 restricted stock units subject to performance vesting conditions and granted an additional 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, 2023 was as follows:


Vesting conditions																		Number of Restricted Stock Units Granted
Performance and service conditions - Type 1 (1) (2)																		7,736
Performance and service conditions - Type 2 (1) (2)																		21,105
Service conditions only - Type 1 (2)																		66,355
Total shares of stock award granted																		95,196

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

(a)For grants to Corporate office employees subject to 2023 performance conditions, 100% of the restricted stock units may be earned on the basis of performance as measured by a “group adjusted EBITDA”.

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

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

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

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

The Company also maintains the Director Deferred Share Plan (the “Director Plan”) as part of the ISAP pursuant to which it can issue restricted stock units to its non-employee directors. A restricted stock unit is equivalent to one share of the Company’s common stock and is payable only in common stock issued under the ISAP upon a director ceasing service as a member of the Company’s Board. The restricted stock units vest immediately upon grant and are credited to each of the non-employee director’s retirement accounts under the Director Plan. Restricted stock units issued under the Director Plan contain the right to a dividend equivalent award in the form of additional restricted stock units. The dividend equivalent award is calculated using the same rate as the cash dividend paid on a share of the Company’s common stock, and then divided by the closing price of the Company’s common stock on the date the dividend is paid to determine the number of additional restricted stock units to grant. Dividend equivalent awards have the same vesting terms as the underlying awards. During the years ended December 31, 2023 and 2022, the Company granted 20,728 and 10,084 restricted stock units to its non-employee directors pursuant to the Director Plan, respectively.

As of December 31, 2023, 264,144 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 its acquisition of Coit Staffing, Inc. Accordingly, for the years ended December 31, 2023 and 2022, the Company recognized $16 and $108 in stock-based compensation. See Note 5 for additional information.

For the years ended December 31, 2023 and 2022, 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,
	2023		2022

Restricted shares of common stock	$	16	$	108
Restricted stock units	1,453		2,210
Total	$	1,469	$	2,318

As of December 31, 2023 and 2022, 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,
	2023			2022
	Unrecognized Expense		Weighted Average Period in Years	Unrecognized Expense		Weighted Average Period in Years

Restricted shares of common stock	$	—	0	$	16	0.2
Restricted stock units	$	1,346	0.9	$	1,519	0.8

Restricted Stock Units

Changes in the Company’s restricted stock units arising from grants to certain employees and non-employee directors for the years ended December 31, 2023 and 2022 were as follows:


	Year Ended December 31, 2023
	Performance-based			Time-based/Director			Total
	Number of Shares of Restricted Stock Units	Weighted Average Grant-Date Fair Value		Number of Shares of Restricted Stock Units	Weighted Average Grant-Date Fair Value		Number of Shares of Restricted Stock Units	Weighted Average Grant-Date Fair Value
Unvested restricted stock units at January 1	130,186	$	23.56	33,390	$	20.31	163,576	$	22.89
Granted	28,841	$	22.27	87,083	$	15.76	115,924	$	17.39
Shares earned above target (a)	3,940	$	35.72	—	$	—	3,940	$	35.72
Vested	(58,834)	$	22.10	(36,321)	$	18.06	(95,155)	$	20.56
Forfeited	(8,869)	$	35.10	(3,730)	$	18.26	(12,599)	$	30.11
Unvested restricted stock units at December 31	95,264	$	23.49	80,422	$	16.50	175,686	$	20.29

(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, 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.

The total fair value of restricted stock units vested during the years ended December 31, 2023 and 2022 were as follows:


	For The Year Ended December 31,
	2023		2022
Fair value of restricted stock units vested	$	1,976	$	3,311

Shares of Common Stock

Changes in the Company’s restricted shares of common stock were as follows:


	For The Year Ended December 31,
	2023			2022
	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	17,410	$	9.57	34,818	$	9.57

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

The total fair value of restricted shares of common stock during the years ended December 31, 2023 and 2022 were as follows:


	For The Year Ended December 31,
	2023		2022
Fair value of restricted shares of common stock vested	$	—	$	675

STOCK-BASED COMPENSATION (Tables)

12 Months Ended

Dec. 31, 2023

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, 2023 was as follows:


Vesting conditions																		Number of Restricted Stock Units Granted
Performance and service conditions - Type 1 (1) (2)																		7,736
Performance and service conditions - Type 2 (1) (2)																		21,105
Service conditions only - Type 1 (2)																		66,355
Total shares of stock award granted																		95,196

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

(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,
	2023		2022

Restricted shares of common stock	$	16	$	108
Restricted stock units	1,453		2,210
Total	$	1,469	$	2,318

Schedule of unrecognized compensation cost, nonvested awards


	As of December 31,
	2023			2022
	Unrecognized Expense		Weighted Average Period in Years	Unrecognized Expense		Weighted Average Period in Years

Restricted shares of common stock	$	—	0	$	16	0.2
Restricted stock units	$	1,346	0.9	$	1,519	0.8

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, 2023 and 2022 were as follows:


	Year Ended December 31, 2023
	Performance-based			Time-based/Director			Total
	Number of Shares of Restricted Stock Units	Weighted Average Grant-Date Fair Value		Number of Shares of Restricted Stock Units	Weighted Average Grant-Date Fair Value		Number of Shares of Restricted Stock Units	Weighted Average Grant-Date Fair Value
Unvested restricted stock units at January 1	130,186	$	23.56	33,390	$	20.31	163,576	$	22.89
Granted	28,841	$	22.27	87,083	$	15.76	115,924	$	17.39
Shares earned above target (a)	3,940	$	35.72	—	$	—	3,940	$	35.72
Vested	(58,834)	$	22.10	(36,321)	$	18.06	(95,155)	$	20.56
Forfeited	(8,869)	$	35.10	(3,730)	$	18.26	(12,599)	$	30.11
Unvested restricted stock units at December 31	95,264	$	23.49	80,422	$	16.50	175,686	$	20.29

(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, 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

Fair value activity of instrument vested

The total fair value of restricted stock units vested during the years ended December 31, 2023 and 2022 were as follows:


	For The Year Ended December 31,
	2023		2022
Fair value of restricted stock units vested	$	1,976	$	3,311

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 were as follows:


	For The Year Ended December 31,
	2023			2022
	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	17,410	$	9.57	34,818	$	9.57

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

Fair value activity of instrument vested

The total fair value of restricted shares of common stock during the years ended December 31, 2023 and 2022 were as follows:


	For The Year Ended December 31,
	2023		2022
Fair value of restricted shares of common stock vested	$	—	$	675

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
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-Name Accounting Standards Codification
-Section 35
-Paragraph 1D
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480483/718-10-35-1D

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
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+ Details

INCOME TAXES - Components Of Income Tax Expense Benefit (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Current tax provision (benefit):
U.S. Federal	$ 0	$ 0
State and local	52	58
Foreign	1,410	2,506
Total current provision for (benefit from) income taxes	1,462	2,564
Deferred tax provision (benefit):
U.S. Federal	0	0
State and local	0	0
Foreign	(1,092)	(233)
Total deferred benefit from income taxes	(1,092)	(233)
Provision for income taxes	$ 370	$ 2,331

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

12 Months Ended

Dec. 31, 2023

Dec. 31, 2022

Disaggregation of Revenue [Line Items]

Revenues

^[1]

$ 161,338

$ 200,917

RPO

Disaggregation of Revenue [Line Items]

Revenues

78,468

97,700

Contracting

Disaggregation of Revenue [Line Items]

Revenues

$ 82,870

$ 103,217

[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.

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References + Details

- Definition

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

+ References

+ Details

ACQUISITIONS - Intangible Assets Acquired (Details) - USD ($) $ in Thousands			2 Months Ended	12 Months Ended
	Oct. 31, 2023	Aug. 19, 2022	Dec. 31, 2021	Dec. 31, 2023	Dec. 31, 2022
Business Acquisition [Line Items]
Intangible assets acquired				$ 212	$ 150
Singapore Acquisition
Business Acquisition [Line Items]
Intangible assets acquired	$ 212
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	0
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				97	60
Customer lists \| Singapore Acquisition
Business Acquisition [Line Items]
Intangible assets acquired	$ 97
Useful Life	4 years
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				87	50
Trade name \| Singapore Acquisition
Business Acquisition [Line Items]
Intangible assets acquired	$ 87
Useful Life	5 years
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				$ 28	$ 40
Non-compete agreements \| Singapore Acquisition
Business Acquisition [Line Items]
Intangible assets acquired	$ 28
Useful Life	5 years
Non-compete agreements \| HnB Acquisition
Business Acquisition [Line Items]
Intangible assets acquired		$ 40
Useful Life		3 years

STOCK-BASED COMPENSATION - Restricted Stock Units (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
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)	95,196
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)	163,576	167,893
Granted, number of share of restricted stock (units)	115,924	65,494
Shares earned above target (in shares)	3,940	36,884
Vested, number of share of restricted stock (units)	(95,155)	(103,020)
Forfeited, number of share of restricted stock (units)	(12,599)	(3,675)
Unvested restricted stock (units) at December 31, number of shares of restricted stock (unit)	175,686	163,576
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	$ 22.89	$ 16.23
Granted, weighted average grant date fair value	17.39	35.50
Shares earned above target (in dollars per share)	35.72	16.70
Vested, weighted average grant date fair value	20.56	18.08
Forfeitures, Weighted Average Grant Date Fair Value	30.11	16.04
Non-vested restricted stock (units) at December 31, weighted average grant date fair value	$ 20.29	$ 22.89
Employee Service Share-based Compensation, Nonvested Awards, Total Compensation Cost Not yet Recognized	$ 1,976	$ 3,311
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)	130,186	121,393
Granted, number of share of restricted stock (units)	28,841	50,160
Shares earned above target (in shares)	3,940	36,884
Vested, number of share of restricted stock (units)	(58,834)	(78,251)
Forfeited, number of share of restricted stock (units)	(8,869)	0
Unvested restricted stock (units) at December 31, number of shares of restricted stock (unit)	95,264	130,186
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	$ 23.56	$ 15.88
Granted, weighted average grant date fair value	22.27	35.37
Shares earned above target (in dollars per share)	35.72	16.70
Vested, weighted average grant date fair value	22.10	15.99
Forfeitures, Weighted Average Grant Date Fair Value	35.10	0
Non-vested restricted stock (units) at December 31, weighted average grant date fair value	$ 23.49	$ 23.56
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)	33,390	46,500
Granted, number of share of restricted stock (units)	87,083	15,334
Shares earned above target (in shares)	0	0
Vested, number of share of restricted stock (units)	(36,321)	(24,769)
Forfeited, number of share of restricted stock (units)	(3,730)	(3,675)
Unvested restricted stock (units) at December 31, number of shares of restricted stock (unit)	80,422	33,390
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	$ 20.31	$ 17.15
Granted, weighted average grant date fair value	15.76	35.92
Shares earned above target (in dollars per share)	0	0
Vested, weighted average grant date fair value	18.06	24.68
Forfeitures, Weighted Average Grant Date Fair Value	18.26	16.04
Non-vested restricted stock (units) at December 31, weighted average grant date fair value	$ 16.50	$ 20.31

COMMITMENTS AND CONTINGENCIES - Schedule of Minimum Lease Payments (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Text Block [Abstract]
2024	$ 768
2025	564
2026	92
2027	8
Total	$ 1,432	$ 685

COMMITMENTS AND CONTINGENCIES (Tables)

12 Months Ended

Dec. 31, 2023

Commitments and Contingencies Disclosure [Abstract]

Schedule of future minimum rental payments for operating leases

As of December 31, 2023, future minimum operating lease payments are as follows:


	2024		2025		2026		2027		Total
Minimum lease payments	$	768	$	564	$	92	$	8	$	1,432

INCOME TAXES - Federal Statutory Income Tax Rate Reconciliation (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Income Tax Disclosure [Abstract]
Provision at federal statutory rates	$ 539	$ 1,986
State income taxes, net of federal benefit	27	478
Change in valuation allowance	(1,974)	1,426
Taxes related to foreign income	1,706	1,763
Other federal deferred tax adjustments	(128)	36
Other federal deferred tax adjustments	23	68
Other state deferred tax adjustments	579	(3,444)
Uncertain tax positions	(402)	18
Provision for income taxes	$ 370	$ 2,331

INCOME TAXES - Foreign and Domestic Income Before Tax (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Income Tax Disclosure [Abstract]
Domestic	$ (4,736)	$ 4,301
Foreign	7,304	5,159
Income before income taxes	$ 2,568	$ 9,460

- Definition

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

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 944
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.7-04(11))
-Publisher FASB
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
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-Subparagraph (b)
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-Paragraph 1
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-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483589/942-220-S99-1

+ Details

STOCK-BASED COMPENSATION - Schedule of Expenses (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total	$ 1,469	$ 2,318
Restricted stock
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total	16	108
Restricted stock units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total	$ 1,453	$ 2,210

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

+ Details

INCOME TAXES

12 Months Ended

Dec. 31, 2023

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,
	2023		2022
Domestic	$	(4,736)	$	4,301
Foreign	7,304		5,159
Income before provision for income taxes	$	2,568	$	9,460

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


	Year ended December 31,
	2023		2022
Current tax provision (benefit):
U.S. Federal	$	—	$	—
State and local	52		58
Foreign	1,410		2,506
Total current provision for (benefit from) income taxes	1,462		2,564
Deferred tax provision (benefit):
U.S. Federal	—		—
State and local	—		—
Foreign	(1,092)		(233)
Total deferred benefit from income taxes	(1,092)		(233)
Total provision for income taxes	$	370	$	2,331

Tax Rate Reconciliation

The effective tax rate for the year ended December 31, 2023 was 14.4%, compared to 24.6% for 2022. The change in the Company’s effective tax rate compared to 2022 is primarily related to recognition of deferred tax assets in Belgium and Canada, the reduction and effective lapsing of statutes for certain historic foreign uncertain tax positions and foreign tax rate differences, as well as changes in valuation allowances in the U.S. and certain foreign jurisdictions. For the year ended December 31, 2022, the effective tax rate difference from the U.S. federal statutory rate of 21% was primarily attributable to changes in valuations allowances in the U.S. and certain foreign subsidiaries, which reduces or eliminates the effective tax rate on current year profits or losses, foreign tax rate differences, and non-deductible expenses.

The following is a reconciliation of the effective tax rate for the years ended December 31, 2023 and 2022 to the U.S. federal statutory rate of 21%:


	Year ended December 31,
	2023		2022
Provision at federal statutory rates	$	539	$	1,986
State income taxes, net of federal benefit	27		478
Change in valuation allowance	(1,974)		1,426
Taxes related to foreign income	1,706		1,763
Non-deductible expenses	(128)		36
Other federal deferred tax adjustments	23		68
Other state deferred tax adjustments	579		(3,444)
Uncertain tax positions	(402)		18
Provision for income taxes	$	370	$	2,331

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, 2023 and 2022 are as follows:


	As of December 31,
	2023		2022
Deferred tax assets (liabilities):
Allowance for expected credit losses	$	121	$	58
Property and equipment	(269)		(163)
Goodwill and intangibles	634		527
Accrued compensation	2,368		2,768
Accrued liabilities and other	318		230
Loss carryforwards	183,641		183,407
Deferred tax assets before valuation allowance	186,813		186,827
Valuation allowance	(183,453)		(185,352)
Deferred tax assets, net of valuation allowance	$	3,360	$	1,475

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, 2023 and December 31, 2022.

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

At December 31, 2023, the Company had losses for U.S. federal and state tax purposes of approximately $680,553 in total, made up of net U.S. federal and state NOLs incurred through December 31, 2023 of $301,890 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 $65,466 scheduled to expire at the end of 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 at the end of 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 $301,890, 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 $180,101 also excluded $7,545 of related tax benefits.

As of December 31, 2023, certain international subsidiaries had NOLs for local tax purposes of $16,882. With the exception of $9,667 of NOLs with an indefinite carry forward period as of December 31, 2023, these losses will expire at various dates through 2025 to 2040, with $0 scheduled to expire during 2024. 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, 2023, $181,182 of the valuation allowance relates to the deferred tax asset was comprised of NOLs for U.S. capital losses of $98,308, U.S. federal and state NOLs of $81,793, and foreign NOLs of $1,081, that management has determined will more likely than not expire prior to realization. The remaining valuation allowance of $2,271 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:


	2023		2022
Balance, beginning of year	$	360	$	360
Additions for tax positions of current years	—		—
Additions for tax positions of prior years	—		—
Reductions for tax positions of prior years	—		—

Expiration of applicable statutes of limitations	(300)		—

Balance, end of year	$	60	$	360

The total amount of state and local and foreign unrecognized tax benefits that, if recognized, would affect the effective tax rate was $60 and $360 as of December 31, 2023 and December 31, 2022, 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, 2023 and December 31, 2022, the Company had $27 and $129, respectively, of accrued interest and penalties associated with unrecognized tax benefits.

Based on information available as of December 31, 2023, it is reasonably possible that the total amount of unrecognized tax benefits will decrease by $0 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, 2023, the Company’s open tax years which remain subject to examination by the relevant tax authorities, are between 2015 and 2023, depending on the jurisdiction.


						Year

The Company believes that its unrecognized tax benefits as of December 31, 2023 are appropriately recorded for all years subject to examination above.

- Definition

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

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480990/946-20-50-13

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(h)(2))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org//740/tableOfContent

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482685/740-10-50-14

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 21
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482685/740-10-50-21

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 270
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482526/740-270-50-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 17
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482685/740-10-50-17

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SAB TOPIC 6.I.5.Q1)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479360/740-10-S99-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 2
-Subparagraph (SAB Topic 11.C)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479360/740-10-S99-2

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 30
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482603/740-30-50-2

+ Details

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Schedule of Finite-Lived Intangible Asset Amortization Period (Details)	Dec. 31, 2023
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

SHELF REGISTRATION STATEMENT	12 Months Ended
SHELF REGISTRATION STATEMENT	Dec. 31, 2023
Equity [Abstract]
SHELF REGISTRATION STATEMENT	SHELF REGISTRATION STATEMENT On 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, 2023, no securities had been offered or issued under the registration statement.

CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY - USD ($) $ 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, 2021		3,694,000
Beginning Balance at Dec. 31, 2021	$ 39,316	$ 4	$ 489,249	$ (434,523)	$ (85)	$ (15,329)
Beginning Balance, treasury stock (in shares) at Dec. 31, 2021						(987,000)
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)	(32,615)					(33,000)
Purchases of treasury stock	$ (1,131)					$ (1,131)
Purchase of restricted stock from employees (in shares)						(9,000)
Purchase of restricted stock from employees	(286)					$ (286)
Stock-based compensation and vesting of restricted stock units (in shares)		129,000
Stock-based compensation and vesting of restricted stock units	$ 2,318		2,318
Ending Balance, treasury stock (in shares) at Dec. 31, 2022	1,029,000					(1,029,000)
Ending Balance (in shares) at Dec. 31, 2022	2,794,000	3,823,000
Ending Balance at Dec. 31, 2022	$ 45,792	$ 4	491,567	(427,394)	(1,639)	$ (16,746)
Ending Balance (Cumulative-effect adjustment from adoption of ASU 2016-13, Credit Losses) at Dec. 31, 2022	(51)			(51)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income	2,198			2,198
Other comprehensive income (loss), translation adjustments	$ 349				349
Purchase of treasury stock (in shares)	(48,234)					(48,000)
Purchases of treasury stock	$ (959)					$ (959)
Purchase of restricted stock from employees (in shares)						(12,000)
Purchase of restricted stock from employees	(244)					$ (244)
Stock-based compensation and vesting of restricted stock units (in shares)		73,000
Stock-based compensation and vesting of restricted stock units	$ 1,469		1,469
Ending Balance, treasury stock (in shares) at Dec. 31, 2023	1,089,000					(1,089,000)
Ending Balance (in shares) at Dec. 31, 2023	2,807,000	3,896,000
Ending Balance at Dec. 31, 2023	$ 48,554	$ 4	$ 493,036	$ (425,247)	$ (1,290)	$ (17,949)

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

3 Months Ended

12 Months Ended

Dec. 31, 2020

Dec. 31, 2023

Dec. 31, 2022

May 24, 2016

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

Common stock reserved for issuance to participants

150,307

250,000

Granted, number of share of restricted stock (units)

95,196

Total

$ 1,469

$ 2,318

Coit Staffing, Inc.

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

Total

$ 16

$ 108

Restricted stock units

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

Granted, number of share of restricted stock (units)

115,924

65,494

Total

$ 1,453

$ 2,210

Unrecognized Expense

$ 1,346

$ 1,519

Weighted Average Period in Years

10 months 24 days

9 months 18 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]

7,736

Restricted stock units, type 2

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

Granted, number of share of restricted stock (units)

^[1],[2]

21,105

Restricted stock units, time

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

Granted, number of share of restricted stock (units)

^[2]

66,355

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)

20,728

10,084

Non-option equity instruments, outstanding, number

264,144

Restricted stock

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

Total

$ 16

$ 108

Unrecognized Expense

$ 0

$ 16

Weighted Average Period in Years

0 days

2 months 12 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)

28,841

5,250

Restricted stock units, type 1 and 2 | Global Chief Executive Officer

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

Granted, number of share of restricted stock (units)

65,105

Restricted Stock Units (RSUs), Time-based, Not subject to performance conditions

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

Granted, number of share of restricted stock (units)

1,250

Second 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)

50,160

[1]

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

[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

EARNINGS (LOSS) PER SHARE (Tables)

12 Months Ended

Dec. 31, 2023

Earnings Per Share [Abstract]

Schedule of earnings per share, basic and diluted

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


	For The Year Ended December 31,
	2023		2022
Earnings per share (“EPS”):



Basic	$	0.72	$	2.37



Diluted	$	0.70	$	2.27
EPS numerator - basic and diluted:


Net income	$	2,198	$	7,129
EPS denominator (in thousands):
Weighted average common stock outstanding - basic	3,064		3,011
Common stock equivalents: stock options and restricted stock units	76		127
Weighted average number of common stock outstanding - diluted	3,140		3,138

Schedule of antidilutive securities excluded from computation of earnings per share

The weighted average number of shares outstanding used in the computation of diluted net income per share for the years ended December 31, 2023 and 2022 did not include the effect of the following potentially outstanding shares of common stock because the effect would have been anti-dilutive:


	For The Year Ended December 31,
	2023	2022

Unvested restricted stock units	247	17,885
Unvested restricted shares of common stock	—	—

Total	247	17,885

COMMITMENTS AND CONTINGENCIES - Narrative (Details) $ in Millions			12 Months Ended
	May 25, 2022 SGD ($)	Apr. 08, 2019 USD ($)	Dec. 31, 2023 USD ($)	Dec. 31, 2022 USD ($)
Other Commitments [Line Items]
Loss contingency accrual			$ 0	$ 0
Operating lease, cost			$ 1,223,000	1,177,000
Operating lease, weighted average remaining lease term			2 years
Total			$ 1,432,000	685,000
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			$ 17,000	$ 18,000
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%
Line of Credit \| HSBC Facility Agreement
Other Commitments [Line Items]
Interest Expense			$ 3,000
Tangible net worth, minimum	$ 1
Line of Credit \| HSBC Facility Agreement \| Variable Receivable Finance Indicator
Other Commitments [Line Items]
Debt instrument, interest rate increase	3.50%
Minimum
Other Commitments [Line Items]
Lessee, operating lease, remaining lease term			1 year
Maximum
Other Commitments [Line Items]
Lessee, operating lease, remaining lease term			4 years

DESCRIPTION OF BUSINESS	12 Months Ended
DESCRIPTION OF BUSINESS	Dec. 31, 2023
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 for clients’ permanent staff hires. Hudson’s RPO services leverage the Company’s consultants, supported by the Company’s specialists, in the delivery of its proprietary methods to identify, select, and engage the best-fit talent for critical client roles. In addition, the Company provides RPO clients with a range of outsourced professional contract staffing services and managed service provider services offered sometimes on a standalone basis and sometimes as part of a blended total talent solution. These services draw upon a combination of specialized recruiting and project management competencies to deliver a wide range of solutions. Hudson-employed professionals - either individually or as a team - are placed with client organizations for a defined period of time based on specific business needs of the client. On October 31, 2023, Hudson completed its acquisition of Hudson Global Resources (Singapore) Pte. Ltd. (“Hudson Singapore”), a provider of recruitment services primarily to clients operating in Singapore. Hudson Singapore has a 30-year track record of senior placements and project recruitment work across Southeast Asia including Singapore, Malaysia, the Philippines, Vietnam, Thailand, and Indonesia. 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. As of December 31, 2023, the Company operated directly in fourteen countries with three reportable geographic business segments: Americas, Asia Pacific, and Europe.

DISAGGREGATED REVENUE

12 Months Ended

Dec. 31, 2023

Revenues [Abstract]

DISAGGREGATED REVENUE

The Company’s revenues for the years ended December 31, 2023 and 2022 were as follows:


	December 31,
	2023		2022
RPO	$	78,468	$	97,700
Contracting	82,870		103,217
Total Revenue	$	161,338	$	200,917

- Definition

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

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 9
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-9

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 10
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-10

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 15
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-15

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-12

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-12

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-12

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-12

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-12

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (b)(2)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-13

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Name Accounting Standards Codification
-Topic 606
-Publisher FASB
-URI https://asc.fasb.org//606/tableOfContent

+ Details

SUBSEQUENT EVENTS	12 Months Ended
SUBSEQUENT EVENTS	Dec. 31, 2023
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	SUBSEQUENT EVENTOn March 12, 2024, the Company announced that it is entering into a strategic agreement with Executive Solutions, a Dubai-based talent solutions company, which is expected to close by the end of March 2024. This agreement will allow the Company to expand its global footprint and client base in the Middle East market.

INCOME TAXES (Tables)

12 Months Ended

Dec. 31, 2023

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,
	2023		2022
Domestic	$	(4,736)	$	4,301
Foreign	7,304		5,159
Income before provision for income taxes	$	2,568	$	9,460

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,
	2023		2022
Current tax provision (benefit):
U.S. Federal	$	—	$	—
State and local	52		58
Foreign	1,410		2,506
Total current provision for (benefit from) income taxes	1,462		2,564
Deferred tax provision (benefit):
U.S. Federal	—		—
State and local	—		—
Foreign	(1,092)		(233)
Total deferred benefit from income taxes	(1,092)		(233)
Total provision for income taxes	$	370	$	2,331

Schedule of effective income tax rate reconciliation

The following is a reconciliation of the effective tax rate for the years ended December 31, 2023 and 2022 to the U.S. federal statutory rate of 21%:


	Year ended December 31,
	2023		2022
Provision at federal statutory rates	$	539	$	1,986
State income taxes, net of federal benefit	27		478
Change in valuation allowance	(1,974)		1,426
Taxes related to foreign income	1,706		1,763
Non-deductible expenses	(128)		36
Other federal deferred tax adjustments	23		68
Other state deferred tax adjustments	579		(3,444)
Uncertain tax positions	(402)		18
Provision for income taxes	$	370	$	2,331

Schedule of deferred tax assets and liabilities


	As of December 31,
	2023		2022
Deferred tax assets (liabilities):
Allowance for expected credit losses	$	121	$	58
Property and equipment	(269)		(163)
Goodwill and intangibles	634		527
Accrued compensation	2,368		2,768
Accrued liabilities and other	318		230
Loss carryforwards	183,641		183,407
Deferred tax assets before valuation allowance	186,813		186,827
Valuation allowance	(183,453)		(185,352)
Deferred tax assets, net of valuation allowance	$	3,360	$	1,475

Summary of income tax contingencies

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


	2023		2022
Balance, beginning of year	$	360	$	360
Additions for tax positions of current years	—		—
Additions for tax positions of prior years	—		—
Reductions for tax positions of prior years	—		—

Expiration of applicable statutes of limitations	(300)		—

Balance, end of year	$	60	$	360

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

12 Months Ended

Dec. 31, 2023

USD ($)

Dec. 31, 2023

USD ($)

segments

Dec. 31, 2023

USD ($)

Segment

Dec. 31, 2022

USD ($)

Segment Reporting Information [Line Items]

Number of reportable segments

Revenue, from external customers

$ 161,338

$ 200,917

Inter-segment revenue

Total revenue

^[1]

161,338

200,917

Adjusted net revenue, from external customers

^[2]

80,267

99,210

Inter-segment adjusted net revenue

Total adjusted net revenue

80,267

99,210

EBITDA (loss)

^[3]

3,663

10,755

Depreciation and amortization

1,467

1,378

Interest income, net

372

Intercompany interest (expense) income, net

(Provision for) benefit from income taxes

(370)

(2,331)

Net income

2,198

7,129

Accounts receivable, net

19,710

$ 19,710

26,270

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

^[4]

9,798

10,064

Total assets

60,958

67,942

Inter-segment elimination

Segment Reporting Information [Line Items]

Revenue, from external customers

Inter-segment revenue

(299)

(424)

Total revenue

(299)

(424)

Adjusted net revenue, from external customers

^[2]

Inter-segment adjusted net revenue

(34)

(17)

Total adjusted net revenue

(34)

(17)

EBITDA (loss)

^[3]

Depreciation and amortization

Interest income, net

Intercompany interest (expense) income, net

(Provision for) benefit from income taxes

Net income

Accounts receivable, net

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

Total assets

Americas | Operating Segments

Segment Reporting Information [Line Items]

Revenue, from external customers

31,254

51,639

Inter-segment revenue

326

332

Total revenue

31,580

51,971

Adjusted net revenue, from external customers

^[2]

30,141

48,990

Inter-segment adjusted net revenue

326

294

Total adjusted net revenue

30,467

49,284

EBITDA (loss)

^[3]

(704)

4,877

Depreciation and amortization

1,282

1,290

Interest income, net

Intercompany interest (expense) income, net

(Provision for) benefit from income taxes

(144)

Net income

(1,903)

3,443

Accounts receivable, net

5,502

9,015

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

7,773

9,027

Total assets

17,632

23,775

Asia Pacific | Operating Segments

Segment Reporting Information [Line Items]

Revenue, from external customers

103,857

118,149

Inter-segment revenue

Total revenue

103,857

118,165

Adjusted net revenue, from external customers

^[2]

33,675

34,278

Inter-segment adjusted net revenue

(208)

(288)

Total adjusted net revenue

33,467

33,990

EBITDA (loss)

^[3]

5,859

7,282

Depreciation and amortization

146

Interest income, net

Intercompany interest (expense) income, net

(505)

(365)

(Provision for) benefit from income taxes

(1,524)

(1,961)

Net income

3,686

4,905

Accounts receivable, net

9,280

10,900

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

1,954

963

Total assets

23,604

23,662

Europe | Operating Segments

Segment Reporting Information [Line Items]

Revenue, from external customers

26,227

31,129

Inter-segment revenue

(27)

Total revenue

26,200

31,205

Adjusted net revenue, from external customers

^[2]

16,451

15,942

Inter-segment adjusted net revenue

(84)

Total adjusted net revenue

16,367

15,953

EBITDA (loss)

^[3]

1,582

1,501

Depreciation and amortization

Interest income, net

(1)

Intercompany interest (expense) income, net

(Provision for) benefit from income taxes

724

(157)

Net income

2,276

1,317

Accounts receivable, net

4,928

6,355

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

Total assets

11,064

9,568

Corporate | Operating Segments

Segment Reporting Information [Line Items]

Revenue, from external customers

Inter-segment revenue

Total revenue

Adjusted net revenue, from external customers

^[2]

Inter-segment adjusted net revenue

Total adjusted net revenue

EBITDA (loss)

^[3]

(3,074)

(2,905)

Depreciation and amortization

Interest income, net

371

Intercompany interest (expense) income, net

505

365

(Provision for) benefit from income taxes

347

(69)

Net income

(1,861)

(2,536)

Accounts receivable, net

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

Total assets

$ 8,658

$ 10,937

[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 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

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Schedule of Property, Plant and Equipment Useful Life (Details)	Dec. 31, 2023
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

GOODWILL AND INTANGIBLE ASSETS

12 Months Ended

Dec. 31, 2023

Goodwill and Intangible Assets Disclosure [Abstract]

GOODWILL AND INTANGIBLE ASSETS

Goodwill

The Company recorded goodwill of $847 on October 31, 2023 in connection with the Singapore Acquisition and $687 on August 19, 2022 in connection with the HnB Acquisition. (See Note 5 for further information on the Singapore Acquisition and the HnB Acquisition).

For the years ended December 31, 2023 and 2022, the changes in carrying amount of goodwill were as follows:


	Carrying Value
	2023		2022
Goodwill, January 1	$	4,875	$	4,219
Acquisition	847		687
Currency translation	27		(31)
Goodwill, December 31	$	5,749	$	4,875

On October 1, 2023, the Company applied ASC 350, and performed quantitative assessments to determine whether it was more likely than not that the fair value of its reporting units was less than their carrying values. To estimate the fair value of these reporting units, 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 these acquisitions. At the conclusion of its assessment, the Company determined the fair value of the reporting units exceeded their carrying values. As such, the Company determined that no impairment of goodwill had taken place as of December 31, 2023.

Intangible Assets

For the years ended December 31, 2023 and 2022, the Company’s Intangible assets consisted of the following components:


2023	Weighted Average Remaining Amortization Useful Lives (in years)	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
Non-compete agreements	3.4	$	147	$	(98)	$	49
Trade name	6.7	1,638		(515)		1,123
Customer lists	3.5	3,957		(1,690)		2,267
Developed technology	0.9	657		(468)		189
		$	6,399	$	(2,771)	$	3,628


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

Amortization expense for the years ended December 31, 2023 and 2022 was $1,124 and $1,115, 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, 2023 or 2022.

Estimated future amortization expense for intangible assets for the remainder of the fiscal year ending December 31, 2023, and for each of the next fiscal years are as follows:


2024	$	1,130
2025	871
2026	635
2027	550
2028	129
Thereafter	313
	$	3,628

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


	January 1, 2023 Beginning Balance		Acquisition		Amortization		Translation and Other		December 31, 2023 Ending Balance
Non-compete agreements	$	33	$	28	$	(14)	$	2	$	49
Trade name	1,236		87		(202)		2		1,123
Customer lists	2,856		97		(689)		3		2,267
Developed technology	391		—		(219)		17		189
	$	4,516	$	212	$	(1,124)	$	24	$	3,628


	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

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Narrative (Details)	12 Months Ended
	Dec. 31, 2023 USD ($)	Dec. 31, 2023 USD ($) segments	Dec. 31, 2023 USD ($) client	Dec. 31, 2023 USD ($)	Dec. 31, 2023 USD ($) Segment	Dec. 31, 2022 USD ($) client	Dec. 31, 2021 USD ($)
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Net assets	$ (48,554,000)	$ (48,554,000)	$ (48,554,000)	$ (48,554,000)	$ (48,554,000)	$ (45,792,000)	$ (39,316,000)
Number of reportable segments		3			3
Unbilled receivables	5,163,000	$ 5,163,000	5,163,000	5,163,000	$ 5,163,000	8,523,000
Share-based compensation	250,000					268,000
Goodwill, impairment loss	0					0
Compensation expense, bonus	500,000					6,100,000
Accumulated deficit
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Net assets	$ 425,247,000	$ 425,247,000	$ 425,247,000	$ 425,247,000	$ 425,247,000	427,394,000	$ 434,523,000
Cumulative-effect adjustment from adoption of ASU 2016-13, Credit Losses
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Net assets						51,000
Cumulative-effect adjustment from adoption of ASU 2016-13, Credit Losses \| Accumulated deficit
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Net assets						$ 51,000
Revenue
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Concentration risk, number of customers \| client			25			25
Customer Concentration Risk \| Top 25 Clients \| Revenue
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Concentration risk, percentage				85.00%		75.00%
Customer Concentration Risk \| Three Customers \| Revenue
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Concentration risk, percentage				50.00%
Customer Concentration Risk \| One Contracting Customer \| Accounts Receivable
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Concentration risk, percentage				20.00%

INCOME TAXES - Narrative (Details) - USD ($) $ in Thousands	12 Months Ended
INCOME TAXES - Narrative (Details) - USD ($) $ in Thousands	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Operating Loss Carryforwards [Line Items]
Effective income tax rate reconciliation, percent		14.40%	24.60%
Effective income tax rate reconciliation, at federal statutory income tax rate		21.00%	21.00%
NOL carryforward, net		$ 301,890
NOL not absorbed by former parent		13,144
Operating loss subject to expiration in the next twelve months			$ 65,466
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		180,101
Operating loss carryforwards, section 382, expected to expire prior to utilization, tax benefits		7,545
Operating loss carryforwards, valuation allowance		181,182
Deferred tax assets, operating loss carryforwards		98,308
Deferred tax assets, valuation allowance, temporary differences		2,271
Unrecognized tax benefits		60	360	$ 360
Accrued interest and penalties		27	$ 129
Forecast
Operating Loss Carryforwards [Line Items]
Unrecognized tax benefits, period increase (decrease)	$ 0
Capital Loss Carryforward
Operating Loss Carryforwards [Line Items]
Operating loss subject to expiration in the next twelve months		378,663
Federal and State
Operating Loss Carryforwards [Line Items]
NOL carryforward		680,553
NOL carryforward, net		301,890
Capital loss carryforwards, sale transaction		378,663
Deferred tax assets, operating loss carryforwards		81,793
Foreign Tax Authority
Operating Loss Carryforwards [Line Items]
NOL carryforward		16,882
Operating loss subject to expiration in the next twelve months		0
Operating loss that can carryforward indefinitely from foreign subsidiaries		9,667
Deferred tax assets, operating loss carryforwards		$ 1,081

STOCKHOLDERS' EQUITY (Details) - USD ($) $ in Thousands	12 Months Ended
STOCKHOLDERS' EQUITY (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022	Aug. 08, 2023	Jul. 30, 2015
Class of Stock [Line Items]
Treasury shares acquired (in shares)	48,234	32,615
Treasury shares acquired	$ 959	$ 1,131
July 2015 Authorization
Class of Stock [Line Items]
Stock repurchase program, authorized amount				$ 10,000
Treasury shares acquired (in shares)	27,277
Treasury shares acquired	$ 573
August 2023 Authorization
Class of Stock [Line Items]
Stock repurchase program, authorized amount			$ 5,000
Treasury shares acquired (in shares)	20,957
Treasury shares acquired	$ 386
Remaining authorized repurchase amount	$ 4,614
July 2015 & August 2023 Authorization
Class of Stock [Line Items]
Treasury shares acquired (in shares)	513,412
Treasury shares acquired	$ 10,387

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

Reference 1: http://www.xbrl.org/2003/role/exampleRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-13

Reference 2: http://www.xbrl.org/2003/role/recommendedDisclosureRef
-Topic 272
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 3
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483014/272-10-45-3

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org//1943274/2147482987/272-10-50-1

Reference 4: http://www.xbrl.org/2009/role/commonPracticeRef
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-Paragraph 1
-Subparagraph (SX 210.4-08(d))
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-URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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-Section 50
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-Subparagraph (a)
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-18

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
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Reference 12: http://www.xbrl.org/2003/role/disclosureRef
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Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
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-Name Accounting Standards Codification
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Reference 14: http://www.xbrl.org/2003/role/disclosureRef
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Reference 15: http://www.xbrl.org/2003/role/disclosureRef
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Reference 17: http://www.xbrl.org/2003/role/disclosureRef
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Reference 18: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Audit Information	12 Months Ended
Audit Information	Dec. 31, 2023
Audit Information [Abstract]
Auditor Firm ID	392
Auditor Name	Wolf & Company, P.C.
Auditor Location	Boston, Massachusetts

ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

12 Months Ended

Dec. 31, 2023

Payables and Accruals [Abstract]

ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

As of December 31, 2023 and 2022, the Company’s accrued expenses and other current liabilities consisted of the following:


	December 31,
	2023		2022
Severance	$	—	$	75
Sales, use, payroll taxes and income taxes	2,184		3,231
Fees for professional services	1,000		813

Deferred revenue	96		170
Other accruals	1,355		2,059
Total accrued expenses and other current liabilities	$	4,635	$	6,348

VALUATION RESERVES (Details) - USD ($) $ in Thousands	12 Months Ended
VALUATION RESERVES (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Allowance for Expected Credit Losses
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward]
Balance at Beginning of Period	$ 51	$ 196
Additions Charged to Costs/Expenses (Recoveries)	483	26
Deductions	(156)	(171)
Balance at End of Period	378	51
Deferred tax assets-valuation allowance
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward]
Balance at Beginning of Period	185,352	183,974
Additions Charged to Costs/Expenses (Recoveries)	41	1,695
Deductions	(1,940)	(317)
Balance at End of Period	$ 183,453	$ 185,352

GOODWILL AND INTANGIBLE ASSETS - Narrative (Details) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Aug. 19, 2022	Dec. 31, 2021	Oct. 29, 2021
Goodwill [Line Items]
Goodwill	$ 5,749,000	$ 4,875,000		$ 4,219,000
Amortization expense of intangible assets	1,124,000	1,115,000
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

- Definition

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

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 2: http://www.xbrl.org/2003/role/exampleRef
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org//1943274/2147482573/350-20-50-2

+ Details

VALUATION RESERVES

12 Months Ended

Dec. 31, 2023

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

VALUATION RESERVES

The following table summarizes the activity in our valuation accounts during the fiscal years ended December 31, 2023 and 2022.




	Balance at		Charged to				Balance at
	Beginning		Costs and		Deductions		End
(in thousands)	of Period		Expenses		and Other		of Period
Year Ended December 31, 2023
Allowance for Expected Credit Losses	$	51	$	483	$	(156)	$	378
Deferred tax assets-valuation allowance	$	185,352	$	41	$	(1,940)	$	183,453

Year Ended December 31, 2022
Allowance for Expected Credit Losses	$	196	$	26	$	(171)	$	51
Deferred tax assets-valuation allowance	$	183,974	$	1,695	$	(317)	$	185,352

CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Accounts receivable, allowance for doubtful accounts, current	$ 378	$ 51
Less: acccumulated depreciation and amortization	1,564	950
Finite-lived intangible assets, accumulated amortization	$ 2,771	$ 1,647
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)	3,896,000	3,823,000
Common stock, shares, outstanding (in shares)	2,807,000	2,794,000
Treasury stock, shares (in shares)	1,089,000	1,029,000

GOODWILL AND INTANGIBLE ASSETS - Changes in Goodwill (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Goodwill [Roll Forward]
Goodwill, January 1,	$ 4,875	$ 4,219
Acquisition	847	687
Currency translation	27	(31)
Goodwill, December 31,	$ 5,749	$ 4,875

- Definition

+ References + Details

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Consolidated Statement of Comprehensive Income [Abstract]
Net income	$ 2,198	$ 7,129
Other comprehensive income (loss):
Foreign currency translation adjustment, net of income taxes	349	(1,554)
Total other comprehensive income (loss), net of income taxes	349	(1,554)
Comprehensive income	$ 2,547	$ 5,575

- Definition

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

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+ Details

- Definition

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

+ References

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+ Details

GOODWILL AND INTANGIBLE ASSETS (Tables)

12 Months Ended

Dec. 31, 2023

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Goodwill

For the years ended December 31, 2023 and 2022, the changes in carrying amount of goodwill were as follows:


	Carrying Value
	2023		2022
Goodwill, January 1	$	4,875	$	4,219
Acquisition	847		687
Currency translation	27		(31)
Goodwill, December 31	$	5,749	$	4,875

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, 2023 and 2022, the Company’s Intangible assets consisted of the following components:


2023	Weighted Average Remaining Amortization Useful Lives (in years)	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
Non-compete agreements	3.4	$	147	$	(98)	$	49
Trade name	6.7	1,638		(515)		1,123
Customer lists	3.5	3,957		(1,690)		2,267
Developed technology	0.9	657		(468)		189
		$	6,399	$	(2,771)	$	3,628


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

Schedule of Finite-Lived Intangible Assets, Future Amortization Expense

Estimated future amortization expense for intangible assets for the remainder of the fiscal year ending December 31, 2023, and for each of the next fiscal years are as follows:


2024	$	1,130
2025	871
2026	635
2027	550
2028	129
Thereafter	313
	$	3,628

Schedule of Amortizable Intangible Assets

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


	January 1, 2023 Beginning Balance		Acquisition		Amortization		Translation and Other		December 31, 2023 Ending Balance
Non-compete agreements	$	33	$	28	$	(14)	$	2	$	49
Trade name	1,236		87		(202)		2		1,123
Customer lists	2,856		97		(689)		3		2,267
Developed technology	391		—		(219)		17		189
	$	4,516	$	212	$	(1,124)	$	24	$	3,628


	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

- Definition

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

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+ Details

ACCUMULATED OTHER COMPREHENSIVE (LOSS) INCOME

12 Months Ended

Dec. 31, 2023

ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) [Abstract]

ACCUMULATED OTHER COMPREHENSIVE (LOSS) INCOME

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


	December 31,
	2023		2022
Foreign currency translation adjustments	$	(1,290)	$	(1,639)

Accumulated other comprehensive loss	$	(1,290)	$	(1,639)

GOODWILL AND INTANGIBLE ASSETS - Intangible Assets (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	$ 6,399	$ 6,163
Accumulated Amortization	(2,771)	(1,647)
Net Carrying Amount	3,628	4,516	$ 5,488
Non-compete agreements
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	147	118
Accumulated Amortization	(98)	(85)
Net Carrying Amount	$ 49	$ 33	30
Weighted Average Remaining Amortization Useful Lives (in years)	3 years 4 months 24 days	10 months 24 days
Trade name
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	$ 1,638	$ 1,548
Accumulated Amortization	(515)	(312)
Net Carrying Amount	$ 1,123	$ 1,236	1,382
Weighted Average Remaining Amortization Useful Lives (in years)	6 years 8 months 12 days	7 years 1 month 6 days
Customer lists
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	$ 3,957	$ 3,857
Accumulated Amortization	(1,690)	(1,001)
Net Carrying Amount	$ 2,267	$ 2,856	3,472
Weighted Average Remaining Amortization Useful Lives (in years)	3 years 6 months	4 years 3 months 18 days
Developed Technology
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	$ 657	$ 640
Accumulated Amortization	(468)	(249)
Net Carrying Amount	$ 189	$ 391	$ 604
Weighted Average Remaining Amortization Useful Lives (in years)	10 months 24 days	1 year 9 months 18 days

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

12 Months Ended

Dec. 31, 2023

Accounting Policies [Abstract]

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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.

Recently Adopted Accounting Standards

On January 1, 2023, the Company adopted Accounting Standards Update (“ASU”) 2016-13, “Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments”. This update was issued by the Financial Accounting Standards Board (the “FASB”) in June 2016. This standard requires an impairment model (known as the current expected credit loss (“CECL”) model) and replaces the methodology that recognizes impairment of financial instruments when losses have been incurred with a methodology that recognizes impairment of financial instruments when losses are expected. The new standard requires entities to use a forward-looking “expected loss” model for most financial instruments, including accounts receivable and unbilled services that is based on historical information, current information, and reasonable and supportable forecasts.

As a result of adopting the new standard, the Company recognized a cumulative increase to allowances for accounts receivable and unbilled services and a reduction to the 2023 opening balance of retained earnings of $51. Comparative periods

prior to the adoption of this standard and their respective disclosures have not been adjusted. The adoption of ASU 2016-13 did not have a material impact on the Company’s Consolidated Financial Statements.

Principles of Consolidation

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

Use of Estimates

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. The critical accounting estimates include revenue recognition, income taxes, and business combinations and asset acquisitions. 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, 2023 and 2022, the Company’s top 25 clients generated over 85% and 75% of the Company’s revenue, respectively. Two clients accounted for an aggregate 50% of revenue in 2023 and 2022. One client accounted for 20% or greater of accounts receivable as of December 31, 2023 and 2022. 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, on behalf of our clients, 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 contract employees are entitled to performance bonuses at the sole discretion of the client and are constrained until approved. In 2023 and 2022, bonuses approved and paid to our contracting employees were approximately $0.5 million and $6.1 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, 2023 and 2022.

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

We primarily record revenue on a gross basis in the Consolidated Statements of Operations 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. We provide complete recruitment outsourcing, project-based outsourcing, and recruitment consulting services for clients’ permanent staff hires. We recognize revenue for our RPO over time in an amount that reflects the consideration we expect to be entitled to and have an enforceable right to payment in exchange for our services. The client simultaneously receives and consumes the benefits of the services as they are provided. The transaction prices contain both fixed 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 contracts. The costs to fulfill these contracts are expensed as incurred.

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

Contracting. We provide clients with a range of outsourced professional contract staffing services and managed service provider services 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 contracts for outsourced professional contract staffing services and managed service provider services. The costs incurred to fulfill these contracts are expensed as incurred.

Unsatisfied performance obligations. As a practical expedient, we do not disclose the value of unsatisfied performance obligations for (i) contracts with an expected original duration of one year or less and (ii) contracts for which we recognize revenue at the amount to which we have the right to invoice for services performed. 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 expected credit losses. 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, 2023 and 2022, 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 $250 and $268 for the years ended December 31, 2023 and 2022, 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 7 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 $5,163 and $8,523 as of December 31, 2023 and 2022, respectively, are expected to be invoiced and collected within one year. The Company records accounts receivable when its right to consideration becomes unconditional. Contract assets primarily relate to our rights to consideration for services provided that they are conditioned on satisfaction of future performance obligations. Accounts receivable, net, are stated at the amount the Company expects to collect, which is net of estimated losses resulting from the inability of its customers to make required payments.

Allowance for Expected Credit Losses

The allowance for expected credit losses is estimated based on the CECL model and it takes into account information about past events, current conditions, and reasonable and supportable forecasts of future economic conditions. It represents the aggregate amount of credit risk arising from the inability of specific clients to pay our fees or disputes that may affect our ability to fully collect our billed accounts receivable. When determining the collectability of specific customer accounts, a number of factors are evaluated, including: customer creditworthiness, past transaction history with the customer, changes in customer financial stability, payment terms or practices, and effect of market conditions on each customer. Other factors include, but are not limited to, current economic conditions and forward-looking estimates. Our actual experience may vary from our estimates. If the financial condition of our clients were to deteriorate, resulting in their inability or unwillingness to pay our fees, we may need to record additional provisions for expected credit losses in future periods. The risk of credit losses may be mitigated to the extent that we received a retainer from some of our clients prior to performing services. Changes in allowance for expected credit losses are recorded in office and general expenses on the Consolidated Statements of Operations and were not material for the the year ended December 31, 2023. Accounts receivable, net of the allowance for expected credit losses, represents the amount we expect to collect. At each reporting date, we adjust the allowance for expected credit losses to reflect our current estimate. Our billed accounts receivables are written off when the potential for recovery is considered remote.

The Company generally establishes customer credit limits and estimates the allowance for credit losses on a country or geographic basis. Customer credit limits are based upon an initial evaluation of the customer’s credit quality and we adjust that limit accordingly based upon ongoing credit assessments of the customer, including payment history and changes in credit quality. Consistent with our adoption of ASU 2016-13, effective January 1, 2023 (refer to Note 3 – Summary of Significant Accounting Policies), the allowance for expected credit losses is determined based on an assessment of past collection experience as well as consideration of current and future economic conditions and changes in our customer collection trends.

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, 2023.

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 certain acquisitions to its Americas reportable segment and others 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 multiple reporting units that carry a goodwill balance, some of which are included in the Americas reportable segment, and others 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 2023 or 2022.

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.

- Definition

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

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

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, 2023	Dec. 31, 2022
Earnings Per Share [Abstract]
Basic (in dollars per share)	$ 0.72	$ 2.37
Diluted (in dollars per share)	$ 0.70	$ 2.27
Net income	$ 2,198	$ 7,129
Basic (in shares)	3,064	3,011
Common stock equivalents: stock options and restricted stock units (in shares)	76	127
Weighted-average number of common stock outstanding - diluted (in shares)	3,140	3,138

- Definition

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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- Definition

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

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+ Details

- Definition

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

+ References

+ Details

COMMITMENTS AND CONTINGENCIES

12 Months Ended

Dec. 31, 2023

Commitments and Contingencies Disclosure [Abstract]

COMMITMENTS AND CONTINGENCIES

Litigation and Complaints

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

For matters that reach the threshold of probable and estimable, the Company establishes reserves for legal, regulatory and other contingent liabilities. The Company did not have any legal reserves as of December 31, 2023 and 2022.

Operating Leases

Our office space leases have remaining lease terms of one year to four 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, 2023 and 2022 were $1,223 and $1,177, respectively (reflected in Net cash used in operating activities). The weighted average remaining lease term of our operating leases as of December 31, 2023 was 2.0 years.

As of December 31, 2023, future minimum operating lease payments are as follows:


	2024		2025		2026		2027		Total
Minimum lease payments	$	768	$	564	$	92	$	8	$	1,432

As of December 31, 2022, future minimum operating lease payments for capitalized leases due in 2023 was $685.

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, 2023 and 2022, there were no amounts outstanding under the NAB Facility Agreement. Interest expense and fees incurred on the NAB Facility Agreement were $17 and $18 for the years ended December 31, 2023 and 2022, respectively.

The NAB Facility Agreement contains various restrictions and covenants for the Australian Borrower including (1) that EBITDA must be at least two times total interest paid on debt on a 12-month rolling basis; (2) minimum tangible net worth must be at least 2.5 million Australian dollars and be equal to at least 25% of total tangible assets on June 30 and December 31 (as defined in the NAB Facility Agreement); and (3) additional periodic reporting requirements to NAB. The Company was in compliance with all financial covenants under the NAB Facility Agreement as of December 31, 2023.

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

On May 25, 2022, Hudson Global Resources (Singapore) Pte. Ltd. (“Singapore Borrower”), which the Company acquired on October 31, 2023 (see Note 5 to the Consolidated Financial Statements in Item 8), and the Hong Kong and Shanghai Banking Corporation Limited (“HSBC”), entered into an invoice finance credit facility agreement (the “HSBC Facility Agreement”). The HSBC Facility Agreement allows the Singapore Borrower to borrow funds up to a maximum of 1 million Singapore dollars, based on a percentage of eligible trade receivables. All receivables have a term of no more than 60 days, and any risk of loss is borne by the Singapore Borrower. The interest rate is calculated as the bank’s external cost of capital, plus a margin of 3.5% per annum. The HSBC Facility Agreement does not have a stated maturity date. As of December 31, 2023, there were no outstanding amounts under the HSBC Facility Agreement. The interest expense and fees incurred on the HSBC Facility Agreement amounted to $3 for the year ending December 31, 2023. The Company was in compliance with all financial covenants under the HSBC Facility Agreement as of December 31, 2023.

The HSBC Facility Agreement contains various restrictions and covenants for the Singapore Borrower including (1) minimum tangible net worth must be at least 1 million Singapore dollars (as defined in the HSBC Facility Agreement); and (2) additional periodic reporting requirements to HSBC. The Company was in compliance with all financial covenants under the HSBC Facility Agreement as of December 31, 2023.

SEGMENT AND GEOGRAPHIC DATA

12 Months Ended

Dec. 31, 2023

Segment Reporting [Abstract]

SEGMENT AND GEOGRAPHIC DATA

Segment Reporting

The Company operates in three reportable segments: the Hudson regional businesses of Americas, Asia Pacific, and Europe. Corporate expenses are reported separately for the three reportable segments and pertain to certain functions, such as executive management, corporate governance, investor relations, legal, accounting, tax, and treasury. A portion of these expenses are attributed to the reportable segments for providing the above services to them, and have been allocated to the segments as management service expenses, and are included in the segments’ non-operating other income (expense). Segment information is presented in accordance with ASC 280, “Segment Reporting.” This standard is based on a management approach that requires segmentation based upon the Company’s internal organization and disclosure of revenue and certain expenses based upon internal accounting methods. The Company’s financial reporting systems present various data for management to

run the business, including internal profit and loss statements prepared on a basis not consistent with U.S. GAAP. Accounts receivable and long-lived assets are the only significant assets separated by segment for internal reporting purposes.


	Americas		Asia Pacific		Europe		Corporate		Inter-segment elimination		Total
For the Year Ended December 31, 2023
Revenue, from external customers	$	31,254	$	103,857	$	26,227	$	—	$	—	$	161,338
Inter-segment revenue	326		—		(27)		—		(299)		—
Total revenue	$	31,580	$	103,857	$	26,200	$	—	$	(299)	$	161,338
Adjusted net revenue, from external customers (a)	$	30,141	$	33,675	$	16,451	$	—	$	—	$	80,267
Inter-segment adjusted net revenue	326		(208)		(84)		—		(34)		—
Total adjusted net revenue	$	30,467	$	33,467	$	16,367	$	—	$	(34)	$	80,267



EBITDA (loss) (b)	$	(704)	$	5,859	$	1,582	$	(3,074)	$	—	$	3,663
Depreciation and amortization	(1,282)		(146)		(29)		(10)		—		(1,467)
Interest income, net	—		2		(1)		371		—		372
Intercompany interest (expense) income, net	—		(505)		—		505		—		—
Provision for income taxes	83		(1,524)		724		347		—		(370)
Net income (loss)	$	(1,903)	$	3,686	$	2,276	$	(1,861)	$	—	$	2,198

As of December 31, 2023
Accounts receivable, net	$	5,502	$	9,280	$	4,928	$	—	$	—	$	19,710
Long-lived assets, net of accumulated depreciation and amortization (c)	$	7,773	$	1,954	$	33	$	38	$	—	$	9,798
Total assets	$	17,632	$	23,604	$	11,064	$	8,658	$	—	$	60,958


	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) benefit from 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

(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, 2023 and 2022 and net assets by geographic area as of December 31, 2023 and 2022 were as follows:


Information by geographic region	Australia		United Kingdom		United States		Other		Total
For the Year Ended December 31, 2023
Revenue (a)	$	92,505	$	24,810	$	29,333	$	14,690	$	161,338
For the Year Ended December 31, 2022
Revenue (a)	$	106,684	$	29,421	$	49,168	$	15,644	$	200,917
As of December 31, 2023
Long-lived assets, net (b)	$	49	$	33	$	7,811	$	1,905	$	9,798
Net assets	$	9,634	$	5,084	$	22,585	$	11,251	$	48,554
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

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

- Definition

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

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 22
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-22

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 15
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-15

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 31
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-31

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-32

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 42
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-42

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-32

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 40
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-40

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org//280/tableOfContent

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 26
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-26

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 34
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-34

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 41
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-41

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 21
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-21

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 21
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-21

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-32

+ Details

ACCOUNT RECEIVABLE, NET - Narrative (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Receivables [Abstract]
Unbilled receivables	$ 5,163	$ 8,523

INCOME TAXES - Deferred Tax (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Deferred tax assets (liabilities):
Allowance for expected credit losses	$ 121	$ 58
Property and equipment	(269)	(163)
Goodwill and intangibles		527
Goodwill and intangibles	634
Accrued compensation	2,368	2,768
Accrued liabilities and other	318	230
Loss carryforwards	183,641	183,407
Deferred tax assets before valuation allowance	186,813	186,827
Valuation allowance	(183,453)	(185,352)
Deferred tax assets, net of valuation allowance	$ 3,360	$ 1,475

EARNINGS (LOSS) PER SHARE

12 Months Ended

Dec. 31, 2023

Earnings Per Share [Abstract]

EARNINGS (LOSS) PER SHARE

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,
	2023		2022
Earnings per share (“EPS”):



Basic	$	0.72	$	2.37



Diluted	$	0.70	$	2.27
EPS numerator - basic and diluted:


Net income	$	2,198	$	7,129
EPS denominator (in thousands):
Weighted average common stock outstanding - basic	3,064		3,011
Common stock equivalents: stock options and restricted stock units	76		127
Weighted average number of common stock outstanding - diluted	3,140		3,138


	For The Year Ended December 31,
	2023	2022

Unvested restricted stock units	247	17,885
Unvested restricted shares of common stock	—	—

Total	247	17,885

STOCKHOLDER RIGHTS PLAN (Details) - $ / shares	Oct. 15, 2018	Dec. 31, 2023	Dec. 31, 2022
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%

STOCK-BASED COMPENSATION - Restricted Shares (Details) - Restricted stock - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
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)	17,410	34,818
Vested, number of share of restricted stock (units)	(17,410)	(17,408)
Unvested restricted stock (units) at December 31, number of shares of restricted stock (unit)	0	17,410
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	$ 0	$ 9.57
Employee Service Share-based Compensation, Nonvested Awards, Total Compensation Cost Not yet Recognized	$ 0	$ 675

GOODWILL AND INTANGIBLE ASSETS - Future Amortization Expense (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Goodwill and Intangible Assets Disclosure [Abstract]
2024	$ 1,130
2025	871
2026	635
2027	550
2028	129
Thereafter	313
Net Carrying Amount	$ 3,628	$ 4,516	$ 5,488

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

12 Months Ended

Dec. 31, 2023

Dec. 31, 2022

Segment Reporting Information [Line Items]

Revenue

^[1]

$ 161,338

$ 200,917

Long-lived assets, net

^[2]

9,798

10,064

Net assets

48,554

45,792

Australia

Segment Reporting Information [Line Items]

Revenue

^[1]

92,505

106,684

Long-lived assets, net

^[2]

Net assets

9,634

8,744

United Kingdom

Segment Reporting Information [Line Items]

Revenue

^[1]

24,810

29,421

Long-lived assets, net

^[2]

Net assets

5,084

3,529

United States

Segment Reporting Information [Line Items]

Revenue

^[1]

29,333

49,168

Long-lived assets, net

^[2]

7,811

9,070

Net assets

22,585

25,204

Other

Segment Reporting Information [Line Items]

Revenue

^[1]

14,690

15,644

Long-lived assets, net

^[2]

1,905

871

Net assets

$ 11,251

$ 8,315

[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

- Definition

+ References

+ Details

ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES (Tables)

12 Months Ended

Dec. 31, 2023

Payables and Accruals [Abstract]

Schedule of Accounts Payable and Accrued Liabilities

As of December 31, 2023 and 2022, the Company’s accrued expenses and other current liabilities consisted of the following:


	December 31,
	2023		2022
Severance	$	—	$	75
Sales, use, payroll taxes and income taxes	2,184		3,231
Fees for professional services	1,000		813

Deferred revenue	96		170
Other accruals	1,355		2,059
Total accrued expenses and other current liabilities	$	4,635	$	6,348

STOCK-BASED COMPENSATION - Summary of Unrecognized Compensation Expense (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Restricted stock
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unrecognized Expense	$ 0	$ 16
Weighted Average Period in Years	0 days	2 months 12 days
Restricted stock units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unrecognized Expense	$ 1,346	$ 1,519
Weighted Average Period in Years	10 months 24 days	9 months 18 days

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

+ Details

STOCKHOLDER RIGHTS PLAN	12 Months Ended
STOCKHOLDER RIGHTS PLAN	Dec. 31, 2023
Shelf Registrations Disclosure [Abstract]
STOCKHOLDERS RIGHTS PLAN	STOCKHOLDERS’ EQUITY Common Stock On July 30, 2015, the Company announced that its Board authorized the repurchase of up to $10,000 of the Company’s common stock. On August 8, 2023, the Company’s Board of Directors authorized a new stock repurchase program for up to $5,000 of the Company’s outstanding shares of common stock. The Company has repurchased shares from time to time as market conditions warrant. This authorization does not expire. Under the new stock repurchase program, the Company intends to repurchase shares through open market purchases, privately negotiated transactions, block purchases, or otherwise in accordance with applicable federal securities laws, including Rule 10b-18 of the Securities Exchange Act of 1934 (the “Exchange Act”). For the year ended December 31, 2023, the Company repurchased a total of 48,234 shares of its common stock on the open market for a cost of $959. Of these shares, 27,277 shares were repurchased under the July 30, 2015 authorization for $573, and 20,957 were repurchased under the August 8, 2023 authorization for $386. In the same period last year, the Company repurchased 32,615 shares of its common stock on the open market for $1,131 under the July 30, 2015 authorization. As of December 31, 2023, under the July 30, 2015 and August 8, 2023 authorizations combined, the Company had repurchased an aggregate of 513,412 shares for a total cost of $10,387, completing the July 30, 2015 authorization and leaving $4,614 available for purchase under the August 8, 2023 authorization. The Company cannot predict when or if it will repurchase any shares of common stock as such stock repurchase program will depend on a number of factors, including constraints specified in any Rule 10b5-1 trading plans, price, general business and market conditions, and alternative investment opportunities. Information regarding share repurchases will be available in the Company’s periodic reports on Form 10-Q and 10-K filed with the Securities and Exchange Commission as required by the applicable rules of the Exchange Act. STOCKHOLDER RIGHTS PLAN On October 15, 2018, the Company’s Board of Directors declared a dividend to the Company’s stockholders of record as of the close of business on October 25, 2018 (the “Record Date”), for each outstanding share of the Company’s common stock, of one right (a “Right”) to purchase one one-hundredth of a share of a new series of participating preferred stock of the Company. The terms of the Rights are set forth in the Rights Agreement, dated as of October 15, 2018 (as amended, the “Rights Agreement”), by and between the Company and Computershare Trust Company, N.A., as rights agent (the “Rights Agent”). The Company’s stockholders approved the Rights Agreement at the Company’s 2019 Annual Meeting of Stockholders held on May 6, 2019. On September 28, 2021, the Company and the Rights Agent entered into a First Amendment to Rights Agreement (the “Amendment”) that amended the Rights Agreement to extend its term through October 15, 2024. The amendment was approved by the Board on September 28, 2021, subject to stockholder approval, and the Company’s stockholders approved the Amendment at the Company’s 2022 Annual Meeting of Stockholders held on May 17, 2022. Each Right allows its holder to purchase from the Company one one-hundredth of a share of the Company’s Series B Junior Participating Preferred Stock (“Series B Preferred Stock”) for a purchase price of $3.50. Each fractional share of Series B Preferred Stock would give the stockholder approximately the same dividend, voting and liquidation rights as does one share of common stock. Prior to exercise, however, a Right does not give its holder any dividend, voting or liquidation rights. The Board entered into the Rights Agreement in an effort to preserve the value of the Company’s significant U.S. NOLs and other tax benefits. The Company’s ability to utilize its NOLs may be substantially limited if the Company experiences an “ownership change” within the meaning of Section 382 of the Internal Revenue Code of 1986, as amended (the “Code”). In general, an “ownership change” would occur if the percentage of the Company’s ownership by one or more “5-percent shareholders” (as defined in the Code) increases by more than 50 percent over the lowest percentage owned by such stockholders at any time during the prior three years. The Rights Agreement is designed to preserve the Company’s tax benefits by deterring transfers of common stock that could result in an “ownership change” under Section 382 of the Code. The Rights Agreement replaced the Company’s prior rights agreement designed to preserve the value of the Company’s NOLs, which was approved by stockholders in 2015 and expired in accordance with its terms in January 2018. The Company also has a provision in its Amended and Restated Certificate of Incorporation (the “Charter Provision”) which generally prohibits transfers of its common stock that could result in an ownership change. In general terms, the Rights Agreement imposes a significant penalty upon any person or group that acquires beneficial ownership (as defined under the Rights Agreement) of 4.99% or more of the outstanding common stock without the prior approval of the Board (an “Acquiring Person”). Any Rights held by an Acquiring Person are void and may not be exercised. The Rights will not be exercisable until the earlier of (i) 10 days after a public announcement by the Company that a person or group has become an Acquiring Person; and (ii) 10 business days (or a later date determined by the Board) after a person or group begins a tender or an exchange offer that, if completed, would result in that person or group becoming an Acquiring Person. Until the date that the Rights become exercisable (the “Distribution Date”), common stock certificates will also evidence the Rights and will contain a notation to that effect. Any transfer of shares of common stock prior to the Distribution Date will constitute a transfer of the associated Rights. After the Distribution Date, the Rights will separate from the common stock and be evidenced by Right certificates, which the Company will mail to all holders of Rights that have not become void. After the Distribution Date, if a person or group already is or becomes an Acquiring Person, all holders of Rights, except the Acquiring Person, may exercise their Rights upon payment of the purchase price to purchase shares of common stock (or other securities or assets as determined by the Board) with a market value of two times the purchase price (a “Flip-in Event”). After the Distribution Date, if a Flip-in Event has already occurred and the Company is acquired in a merger or similar transaction, all holders of Rights, except the Acquiring Person, may exercise their Rights upon payment of the purchase price, to purchase shares of the acquiring or other appropriate entity with a market value of two times the purchase price of the Rights. Rights may be exercised to purchase Series B Preferred Stock only after the Distribution Date occurs and prior to the occurrence of a Flip-in Event as described above. A Distribution Date resulting from the commencement of a tender offer or an exchange offer as described in the second bullet point above could precede the occurrence of a Flip-in Event, in which case the Rights could be exercised to purchase Series B Preferred Stock. A Distribution Date resulting from any occurrence described in the first bullet point above would necessarily follow the occurrence of a Flip-in Event, in which case the Rights could be exercised to purchase shares of common stock (or other securities or assets) as described above. The Rights will expire on the earliest of (i) October 15, 2024, or such earlier date as of which the Board determines that the Rights Agreement is no longer necessary for the preservation of the Company’s tax benefits, (ii) the time at which the Rights are redeemed, (iii) the time at which the Rights are exchanged, (iv) the effective time of the repeal of Section 382 of the Code if the Board determines that the Rights Agreement is no longer necessary for the preservation of the Company’s tax benefits, and (v) the first day of a taxable year to which the Board determines that no NOLs or other tax benefits may be carried forward. The Board may redeem all (but not less than all) of the Rights for a redemption price of $0.001 per Right at any time before the later of the Distribution Date and the date of the first public announcement or disclosure by the Company that a person or group has become an Acquiring Person. Once the Rights are redeemed, the right to exercise the Rights will terminate, and the only right of the holders of such Rights will be to receive the redemption price. The Board may adjust the purchase price of the Series B Preferred Stock, the number of shares of Series B Preferred Stock issuable and the number of outstanding Rights to prevent dilution that may occur as a result of certain events, including, among others, a stock dividend, a stock split or a reclassification of the Series B Preferred Stock or common stock. Before the time the Rights cease to be redeemable, the Board may amend or supplement the Rights Agreement without the consent of the holders of the Rights, except that no amendment may decrease the redemption price below $0.001 per Right.

- Definition

The entire disclosure for equity.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-13

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-13

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-14

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 235
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481062/946-235-50-2

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 235
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481062/946-235-50-2

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 505
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481004/946-505-50-6

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 815
-SubTopic 40
-Name Accounting Standards Codification
-Section 50
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
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-Name Accounting Standards Codification
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
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-Name Accounting Standards Codification
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-Paragraph 1
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-Publisher FASB
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Reference 10: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 505
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org//505/tableOfContent

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
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Reference 13: http://www.xbrl.org/2003/role/disclosureRef
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-Topic 505
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Reference 15: http://www.xbrl.org/2003/role/disclosureRef
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Reference 18: http://www.xbrl.org/2003/role/disclosureRef
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Reference 19: http://www.xbrl.org/2003/role/disclosureRef
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-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-18

+ Details

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

12 Months Ended

Dec. 31, 2023

Dec. 31, 2022

Income Statement [Abstract]

Revenue

^[1]

$ 161,338

$ 200,917

Operating expenses:

Direct contracting costs and reimbursed expenses

81,071

101,707

Salaries and related

62,859

74,373

Office and general

10,915

10,344

Marketing and promotion

3,643

3,778

Depreciation and amortization

1,467

1,378

Total operating expenses

159,955

191,580

Operating income

1,383

9,337

Non-operating income (expense):

Interest income, net

372

Other income (expense), net

813

Income before income taxes

2,568

9,460

Provision for income taxes

370

2,331

Net income

$ 2,198

$ 7,129

Earnings per share:

Basic (in dollars per share)

$ 0.72

$ 2.37

Diluted (in dollars per share)

$ 0.70

$ 2.27

Weighted-average shares outstanding:

Basic (in shares)

3,064

3,011

Diluted (in shares)

3,140

3,138

[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.

Document and Entity Information - USD ($)	12 Months Ended
Document and Entity Information - USD ($)	Dec. 31, 2023	Mar. 01, 2024	Jun. 30, 2023
Document Type	10-K
Document Annual Report	true
Document Period End Date	Dec. 31, 2023
Current Fiscal Year End Date	--12-31
Document Transition Report	false
Entity File Number	001-38704
Entity Registrant Name	HUDSON GLOBAL, INC.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	59-3547281
Entity Address, Address Line One	53 Forest Avenue, Suite 102
Entity Address, City or Town	Old Greenwich
Entity Address, State or Province	CT
Entity Address, Postal Zip Code	06870
City Area Code	475
Local Phone Number	988-2068
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
ICFR Auditor Attestation Flag	false
Document Financial Statement Error Correction [Flag]	false
Entity Shell Company	false
Entity Public Float			$ 41,294,131
Entity Common Stock, Shares Outstanding		2,815,360
Documents Incorporated by Reference	DOCUMENTS INCORPORATED BY REFERENCE Portions of the Proxy Statement for the 2024 Annual Meeting of Stockholders to be filed with the Securities and Exchange Commission pursuant to Regulation 14A are incorporated by reference into Part III of this Annual Report on Form 10-K.
Entity Central Index Key	0001210708
Amendment Flag	false
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	FY
Common Stock, $0.001 par value \| The NASDAQ Stock Market LLC
Title of 12(b) Security	Common Stock, $0.001 par value
Trading Symbol	HSON
Security Exchange Name	NASDAQ
Preferred Share Purchase Rights \| The NASDAQ Stock Market LLC
Title of 12(b) Security	Preferred Share Purchase Rights
Security Exchange Name	NASDAQ
No Trading Symbol Flag	true

ACCUMULATED OTHER COMPREHENSIVE (LOSS) INCOME (Tables)

12 Months Ended

Dec. 31, 2023

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,
	2023		2022
Foreign currency translation adjustments	$	(1,290)	$	(1,639)

Accumulated other comprehensive loss	$	(1,290)	$	(1,639)

ACQUISITIONS

12 Months Ended

Dec. 31, 2023

Business Combinations [Abstract]

ACQUISITIONS

Hudson Global Resources (Singapore) Pte. Ltd.

On October 31, 2023, the Company entered into a share purchase agreement by and among, Hudson RPO Limited, a wholly owned subsidiary of the Company (“Buyer”), and Hudson Global Resources (Australia) Pty Limited (“Seller”), and completed the acquisition by Hudson RPO Limited of all of the shares of Hudson Global Resources (Singapore) Pte. Ltd. (“Singapore Acquisition”).

Hudson Singapore is a provider of recruitment services primarily to clients operating in Singapore, with a 30-year track record of senior placements and project recruitment work across Southeast Asia including Singapore, Malaysia, the Philippines, Vietnam, Thailand, and Indonesia.

In connection with the Singapore Acquisition, Seller received $2,546 in cash, subject to certain adjustments, at the closing of the Singapore Acquisition. Additionally, Seller has a contingent right to receive earn-out payments not to exceed approximately $317, based upon the achievement of certain performance thresholds and subject to the satisfaction of certain conditions.

The Singapore Acquisition was accounted for as a business combination under the acquisition method of accounting. The purchase price of $2,574, consisted of the amount paid in cash of $2,546 and a preliminary working capital adjustment of $28. Potential contingent earn-out payments of up to approximately $317 were excluded from the purchase price as the associated revenue milestones were not achieved by the seller through December 2023. No fair value was assigned to the earn-out as the performance thresholds were not achieved. The purchase price, which included $491 of cash and cash equivalents acquired, was allocated to the net tangible and intangible assets and liabilities based on their fair values on the acquisition date of October 31, 2023, 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 Singapore and Southeast Asia.

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. 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 Singapore Acquisition of $13 that were expensed as part of “Office and general”.

The Company’s Consolidated Statements of Operations for the year ended December 31, 2023 included revenue of $493 and a net loss of $93 from Hudson Singapore.

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


	Fair Value
Assets Acquired:
Cash and cash equivalents	$	491
Accounts receivable	753
Prepaid expenses and other assets	88
Property and equipment	9
Operating lease right-of-use assets	32
Deferred tax assets	766
Intangible assets	212
Goodwill	847
Assets Acquired	$	3,198
Liabilities Assumed:
Accrued expenses and other current liabilities	$	580
Other long-term liabilities	44
Liabilities Assumed	$	624

Fair value of consideration transferred	$	2,574

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


	Fair Value		Useful Life
Non-compete agreements	$	28	5 years
Customer lists	97		4 years
Trade name	87		5 years
Total identifiable assets	$	212

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 $46, 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, 2023, the estimated fair value for the contingent earn-out payments that the Company classified as Level 3 in the fair value hierarchy was $150, which is the agreed upon minimum payment. These fair value estimates are based on significant inputs not observed in the market and reflect our own assumptions (forecasted revenue) through December 31, 2023. No changes were made to the fair value after the business combination was completed.

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 reassessed the fair value of the acquisition-related contingent consideration at each reporting period based on additional information as it became available. This contingent consideration was remeasured quarterly. If, as a result of remeasurement, the value of the contingent consideration changed, any charges or income would 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, 2023, no gains or losses were recognized in earnings for changes in the remeasurement of the contingent consideration.

The values assigned to the assets acquired and liabilities assumed were 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, 2023 included revenue of $64 and a net loss of $88 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 the HnB Acquisition.


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

Fair value of consideration transferred	$	1,260


	Fair Value		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, 2023 and 2022 are revenue of $5,985 and a net loss of $811, and revenue of $9,954 and net income of $944, 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

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

12 Months Ended

Dec. 31, 2023

Dec. 31, 2022

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

Granted, number of share of restricted stock (units)

95,196

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]

7,736

Restricted stock units, type 1 | First Anniversary

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

Vesting rights, percentage

33.00%

Restricted stock units, type 1 | Second Anniversary

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

Vesting rights, percentage

33.00%

Restricted stock units, type 1 | Third Anniversary

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

Vesting rights, percentage

34.00%

Restricted stock units, type 2

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

Granted, number of share of restricted stock (units)

^[1],[2]

21,105

Restricted stock units, type 2 | First Anniversary

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

Vesting rights, percentage

66.60%

Restricted stock units, type 2 | Second Anniversary

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

Granted, number of share of restricted stock (units)

50,160

Vesting rights, percentage

16.70%

Restricted stock units, type 2 | Third Anniversary

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

Vesting rights, percentage

16.70%

Restricted stock units, time

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

Granted, number of share of restricted stock (units)

^[2]

66,355

[1]

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

[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

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

+ Details

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)

12 Months Ended

Dec. 31, 2023

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, 2023 and 2022, the Company’s Intangible assets consisted of the following components:


2023	Weighted Average Remaining Amortization Useful Lives (in years)	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
Non-compete agreements	3.4	$	147	$	(98)	$	49
Trade name	6.7	1,638		(515)		1,123
Customer lists	3.5	3,957		(1,690)		2,267
Developed technology	0.9	657		(468)		189
		$	6,399	$	(2,771)	$	3,628


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

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Cash flows from operating activities:
Net income	$ 2,198	$ 7,129
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	1,467	1,378
Provision for expected credit losses	483	26
Benefit from deferred income taxes	(1,092)	(233)
Stock-based compensation	1,469	2,318
Other, net	0	(3)
Changes in operating assets and liabilities, net of effect of acquisitions and dispositions:
Decrease (increase) in accounts receivable	6,921	(2,128)
Increase in prepaid and other assets	(1,105)	(615)
Decrease in accounts payable and other liabilities	(3,379)	(546)
(Decrease) increase in accrued expenses	(6,647)	2,124
Net cash provided by (used in) operating activities	315	9,450
Cash flows from investing activities:
Capital expenditures	(99)	(504)
Cash paid for acquisitions, net of cash acquired	(2,055)	(825)
Proceeds from sale of assets, net of disposal costs	0	3
Net cash provided by (used in) investing activities	(2,154)	(1,326)
Cash flows from financing activities:
Payments for business acquisition liabilities	(1,250)	(620)
Purchases of treasury stock	(959)	(1,131)
Cash paid for net settlement of employee restricted stock units	(244)	(286)
Net cash provided by (used in) financing activities	(2,453)	(2,037)
Effect of exchange rates on cash and cash equivalents and restricted cash	(15)	(723)
Net (decrease) increase in cash and cash equivalents and restricted cash	(4,307)	5,364
Cash, cash equivalents, and restricted cash beginning of the period	27,477	22,113
Cash, cash equivalents, and restricted cash end of the period	23,170	27,477
Supplemental disclosures of cash flow information:
Cash payments during the period for income taxes, net of refunds	2,189	3,031
Cash paid for amounts included in operating lease liabilities	583	512
Supplemental non-cash disclosures:
Right-of-use assets obtained in exchange for operating lease liabilities	1,354	772
Business acquisition contingent consideration liability	$ 0	$ 150

ACCOUNT RECEIVABLE, NET

12 Months Ended

Dec. 31, 2023

Receivables [Abstract]

ACCOUNT RECEIVABLE, NET

ACCOUNTS RECEIVABLE, NET

Accounts receivable balances are composed of trade and unbilled receivables. Unbilled accounts receivable represent revenue recorded in advance of processing formal invoices pursuant to the completion of contract provisions and, generally, become billable at contractually specified dates. Unbilled receivables of $5,163 and $8,523 as of December 31, 2023 and 2022, respectively, are expected to be invoiced and collected within one year. The Company records accounts receivable when its right to consideration becomes unconditional. Contract assets primarily relate to our rights to consideration for services provided that they are conditioned on satisfaction of future performance obligations. Accounts receivable, net, are stated at the amount the Company expects to collect, which is net of estimated losses resulting from the inability of its customers to make required payments.

The following table summarizes the components of “Accounts receivable, net” as presented on the Consolidated Balance Sheets:


	As of December 31,
Accounts Receivable:	2023		2022
Billed receivables	$	14,925	$	17,798
Unbilled receivables	5,163		8,523
Accounts Receivable, Gross	$	20,088	$	26,321
Allowance for expected credit losses	(378)		(51)
Accounts Receivable, Net	$	19,710	$	26,270

The following table summarizes the total provision for expected credit losses and write-offs:


	For The Year Ended December 31,
	2023		2022
Beginning balance	$	51	$	196
Provision for expected credit losses	483		26
Write-offs and other	(207)		(171)
Cumulative-effect adjustment from adoption of ASU 2016-13, Credit Losses	51		—
Ending Balance	$	378	$	51

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

12 Months Ended

Dec. 31, 2023

Accounting Policies [Abstract]

Basis of Presentation

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

Recently Adopted Accounting Standards

Principles of 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

The 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

Allowance for Expected Credit Losses

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

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

Foreign Currency Translation

Comprehensive Income (Loss)

Comprehensive Income

GOODWILL AND INTANGIBLE ASSETS - Amortization of Intangible Assets (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Finite-lived Intangible Assets [Roll Forward]
Beginning Balance	$ 4,516	$ 5,488
Acquisition	212	150
Amortization	(1,124)	(1,115)
Translation and Other	24	(7)
Ending Balance	3,628	4,516
Non-compete agreements
Finite-lived Intangible Assets [Roll Forward]
Beginning Balance	33	30
Acquisition	28	40
Amortization	(14)	(35)
Translation and Other	2	(2)
Ending Balance	49	33
Trade name
Finite-lived Intangible Assets [Roll Forward]
Beginning Balance	1,236	1,382
Acquisition	87	50
Amortization	(202)	(194)
Translation and Other	2	(2)
Ending Balance	1,123	1,236
Customer lists
Finite-lived Intangible Assets [Roll Forward]
Beginning Balance	2,856	3,472
Acquisition	97	60
Amortization	(689)	(673)
Translation and Other	3	(3)
Ending Balance	2,267	2,856
Developed Technology
Finite-lived Intangible Assets [Roll Forward]
Beginning Balance	391	604
Acquisition	0	0
Amortization	(219)	(213)
Translation and Other	17	0
Ending Balance	$ 189	$ 391

INCOME TAXES - Summary of Income Tax Contingency (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward]
Balance at January 1, 2019	$ 360	$ 360
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	0
Expiration of applicable statutes of limitations	(300)	0
Balance at December 31, 2018	$ 60	$ 360

ACCOUNT RECEIVABLE, NET - Components of Accounts Receivable (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Receivables [Abstract]
Billed receivables	$ 14,925	$ 17,798
Unbilled receivables	5,163	8,523
Accounts Receivable, Gross	20,088	26,321
Allowance for expected credit losses	(378)	(51)	$ (196)
Accounts Receivable, Net	$ 19,710	$ 26,270

DISAGGREGATED REVENUE (Tables)

12 Months Ended

Dec. 31, 2023

Revenues [Abstract]

Disaggregation of Revenue

The Company’s revenues for the years ended December 31, 2023 and 2022 were as follows:


	December 31,
	2023		2022
RPO	$	78,468	$	97,700
Contracting	82,870		103,217
Total Revenue	$	161,338	$	200,917

STOCKHOLDERS' EQUITY	12 Months Ended
STOCKHOLDERS' EQUITY	Dec. 31, 2023
Equity [Abstract]
STOCKHOLDERS' EQUITY	STOCKHOLDERS’ EQUITY Common Stock On July 30, 2015, the Company announced that its Board authorized the repurchase of up to $10,000 of the Company’s common stock. On August 8, 2023, the Company’s Board of Directors authorized a new stock repurchase program for up to $5,000 of the Company’s outstanding shares of common stock. The Company has repurchased shares from time to time as market conditions warrant. This authorization does not expire. Under the new stock repurchase program, the Company intends to repurchase shares through open market purchases, privately negotiated transactions, block purchases, or otherwise in accordance with applicable federal securities laws, including Rule 10b-18 of the Securities Exchange Act of 1934 (the “Exchange Act”). For the year ended December 31, 2023, the Company repurchased a total of 48,234 shares of its common stock on the open market for a cost of $959. Of these shares, 27,277 shares were repurchased under the July 30, 2015 authorization for $573, and 20,957 were repurchased under the August 8, 2023 authorization for $386. In the same period last year, the Company repurchased 32,615 shares of its common stock on the open market for $1,131 under the July 30, 2015 authorization. As of December 31, 2023, under the July 30, 2015 and August 8, 2023 authorizations combined, the Company had repurchased an aggregate of 513,412 shares for a total cost of $10,387, completing the July 30, 2015 authorization and leaving $4,614 available for purchase under the August 8, 2023 authorization. The Company cannot predict when or if it will repurchase any shares of common stock as such stock repurchase program will depend on a number of factors, including constraints specified in any Rule 10b5-1 trading plans, price, general business and market conditions, and alternative investment opportunities. Information regarding share repurchases will be available in the Company’s periodic reports on Form 10-Q and 10-K filed with the Securities and Exchange Commission as required by the applicable rules of the Exchange Act. STOCKHOLDER RIGHTS PLAN On October 15, 2018, the Company’s Board of Directors declared a dividend to the Company’s stockholders of record as of the close of business on October 25, 2018 (the “Record Date”), for each outstanding share of the Company’s common stock, of one right (a “Right”) to purchase one one-hundredth of a share of a new series of participating preferred stock of the Company. The terms of the Rights are set forth in the Rights Agreement, dated as of October 15, 2018 (as amended, the “Rights Agreement”), by and between the Company and Computershare Trust Company, N.A., as rights agent (the “Rights Agent”). The Company’s stockholders approved the Rights Agreement at the Company’s 2019 Annual Meeting of Stockholders held on May 6, 2019. On September 28, 2021, the Company and the Rights Agent entered into a First Amendment to Rights Agreement (the “Amendment”) that amended the Rights Agreement to extend its term through October 15, 2024. The amendment was approved by the Board on September 28, 2021, subject to stockholder approval, and the Company’s stockholders approved the Amendment at the Company’s 2022 Annual Meeting of Stockholders held on May 17, 2022. Each Right allows its holder to purchase from the Company one one-hundredth of a share of the Company’s Series B Junior Participating Preferred Stock (“Series B Preferred Stock”) for a purchase price of $3.50. Each fractional share of Series B Preferred Stock would give the stockholder approximately the same dividend, voting and liquidation rights as does one share of common stock. Prior to exercise, however, a Right does not give its holder any dividend, voting or liquidation rights. The Board entered into the Rights Agreement in an effort to preserve the value of the Company’s significant U.S. NOLs and other tax benefits. The Company’s ability to utilize its NOLs may be substantially limited if the Company experiences an “ownership change” within the meaning of Section 382 of the Internal Revenue Code of 1986, as amended (the “Code”). In general, an “ownership change” would occur if the percentage of the Company’s ownership by one or more “5-percent shareholders” (as defined in the Code) increases by more than 50 percent over the lowest percentage owned by such stockholders at any time during the prior three years. The Rights Agreement is designed to preserve the Company’s tax benefits by deterring transfers of common stock that could result in an “ownership change” under Section 382 of the Code. The Rights Agreement replaced the Company’s prior rights agreement designed to preserve the value of the Company’s NOLs, which was approved by stockholders in 2015 and expired in accordance with its terms in January 2018. The Company also has a provision in its Amended and Restated Certificate of Incorporation (the “Charter Provision”) which generally prohibits transfers of its common stock that could result in an ownership change. In general terms, the Rights Agreement imposes a significant penalty upon any person or group that acquires beneficial ownership (as defined under the Rights Agreement) of 4.99% or more of the outstanding common stock without the prior approval of the Board (an “Acquiring Person”). Any Rights held by an Acquiring Person are void and may not be exercised. The Rights will not be exercisable until the earlier of (i) 10 days after a public announcement by the Company that a person or group has become an Acquiring Person; and (ii) 10 business days (or a later date determined by the Board) after a person or group begins a tender or an exchange offer that, if completed, would result in that person or group becoming an Acquiring Person. Until the date that the Rights become exercisable (the “Distribution Date”), common stock certificates will also evidence the Rights and will contain a notation to that effect. Any transfer of shares of common stock prior to the Distribution Date will constitute a transfer of the associated Rights. After the Distribution Date, the Rights will separate from the common stock and be evidenced by Right certificates, which the Company will mail to all holders of Rights that have not become void. After the Distribution Date, if a person or group already is or becomes an Acquiring Person, all holders of Rights, except the Acquiring Person, may exercise their Rights upon payment of the purchase price to purchase shares of common stock (or other securities or assets as determined by the Board) with a market value of two times the purchase price (a “Flip-in Event”). After the Distribution Date, if a Flip-in Event has already occurred and the Company is acquired in a merger or similar transaction, all holders of Rights, except the Acquiring Person, may exercise their Rights upon payment of the purchase price, to purchase shares of the acquiring or other appropriate entity with a market value of two times the purchase price of the Rights. Rights may be exercised to purchase Series B Preferred Stock only after the Distribution Date occurs and prior to the occurrence of a Flip-in Event as described above. A Distribution Date resulting from the commencement of a tender offer or an exchange offer as described in the second bullet point above could precede the occurrence of a Flip-in Event, in which case the Rights could be exercised to purchase Series B Preferred Stock. A Distribution Date resulting from any occurrence described in the first bullet point above would necessarily follow the occurrence of a Flip-in Event, in which case the Rights could be exercised to purchase shares of common stock (or other securities or assets) as described above. The Rights will expire on the earliest of (i) October 15, 2024, or such earlier date as of which the Board determines that the Rights Agreement is no longer necessary for the preservation of the Company’s tax benefits, (ii) the time at which the Rights are redeemed, (iii) the time at which the Rights are exchanged, (iv) the effective time of the repeal of Section 382 of the Code if the Board determines that the Rights Agreement is no longer necessary for the preservation of the Company’s tax benefits, and (v) the first day of a taxable year to which the Board determines that no NOLs or other tax benefits may be carried forward. The Board may redeem all (but not less than all) of the Rights for a redemption price of $0.001 per Right at any time before the later of the Distribution Date and the date of the first public announcement or disclosure by the Company that a person or group has become an Acquiring Person. Once the Rights are redeemed, the right to exercise the Rights will terminate, and the only right of the holders of such Rights will be to receive the redemption price. The Board may adjust the purchase price of the Series B Preferred Stock, the number of shares of Series B Preferred Stock issuable and the number of outstanding Rights to prevent dilution that may occur as a result of certain events, including, among others, a stock dividend, a stock split or a reclassification of the Series B Preferred Stock or common stock. Before the time the Rights cease to be redeemable, the Board may amend or supplement the Rights Agreement without the consent of the holders of the Rights, except that no amendment may decrease the redemption price below $0.001 per Right.

- Definition

The entire disclosure for equity.

+ References

+ Details

ACCOUNT RECEIVABLE, NET - Schedule of Provision (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Beginning balance	$ 51	$ 196
Provision for expected credit losses	483	26
Write-offs and other	(207)	(171)
Ending Balance	378	51
Cumulative-effect adjustment from adoption of ASU 2016-13, Credit Losses
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Beginning balance	$ 51	0
Ending Balance		$ 51

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

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+ Details

ACQUISITIONS - Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Oct. 31, 2023	Dec. 31, 2022	Aug. 19, 2022	Dec. 31, 2021	Oct. 29, 2021
Business Acquisition [Line Items]
Goodwill	$ 5,749		$ 4,875		$ 4,219
Singapore Acquisition
Business Acquisition [Line Items]
Cash and cash equivalents		$ 491
Accounts receivable		753
Prepaid expenses and other assets		88
Property and equipment		9
Operating lease right-of-use assets		32
Deferred tax assets		766
Intangible assets		212
Goodwill		847
Assets Acquired		3,198
Accrued expenses and other current liabilities		580
Other long-term liabilities		44
Liabilities Assumed		624
Fair value of consideration transferred		$ 2,574
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

ACCOUNT RECEIVABLE, NET (Tables)

12 Months Ended

Dec. 31, 2023

Receivables [Abstract]

Accounts Receivable, Allowance for Credit Loss

The following table summarizes the components of “Accounts receivable, net” as presented on the Consolidated Balance Sheets:


	As of December 31,
Accounts Receivable:	2023		2022
Billed receivables	$	14,925	$	17,798
Unbilled receivables	5,163		8,523
Accounts Receivable, Gross	$	20,088	$	26,321
Allowance for expected credit losses	(378)		(51)
Accounts Receivable, Net	$	19,710	$	26,270

The following table summarizes the total provision for expected credit losses and write-offs:


	For The Year Ended December 31,
	2023		2022
Beginning balance	$	51	$	196
Provision for expected credit losses	483		26
Write-offs and other	(207)		(171)
Cumulative-effect adjustment from adoption of ASU 2016-13, Credit Losses	51		—
Ending Balance	$	378	$	51

DESCRIPTION OF BUSINESS (Details)	12 Months Ended
DESCRIPTION OF BUSINESS (Details)	Dec. 31, 2023 segments Country	Dec. 31, 2023 Country Segment
Description of Business [Abstract]
Number of reportable segments	3	3
Number of countries in which entity operates	14	14

ACQUISITIONS (Tables)

12 Months Ended

Dec. 31, 2023

Business Combinations [Abstract]

Schedule of Recognized Identified Assets Acquired and Liabilities Assumed

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


	Fair Value
Assets Acquired:
Cash and cash equivalents	$	491
Accounts receivable	753
Prepaid expenses and other assets	88
Property and equipment	9
Operating lease right-of-use assets	32
Deferred tax assets	766
Intangible assets	212
Goodwill	847
Assets Acquired	$	3,198
Liabilities Assumed:
Accrued expenses and other current liabilities	$	580
Other long-term liabilities	44
Liabilities Assumed	$	624

Fair value of consideration transferred	$	2,574

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


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

Fair value of consideration transferred	$	1,260

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 the Singapore Acquisition.


	Fair Value		Useful Life
Non-compete agreements	$	28	5 years
Customer lists	97		4 years
Trade name	87		5 years
Total identifiable assets	$	212

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


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


	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

ACQUISITIONS - Narrative (Details) $ in Thousands			2 Months Ended	3 Months Ended	12 Months Ended
ACQUISITIONS - Narrative (Details) $ in Thousands	Oct. 31, 2023 USD ($)	Aug. 19, 2022 USD ($)	Dec. 31, 2021 USD ($)	Dec. 31, 2023 USD ($)	Dec. 31, 2023 USD ($)	Dec. 31, 2022 USD ($)	Oct. 29, 2021 USD ($) employees
Business Acquisition [Line Items]
Contingent consideration, payout period		18 months
Singapore Acquisition
Business Acquisition [Line Items]
Payments to acquire businesses, gross	$ 2,546
Contingent consideration payable	317
Business combination, consideration transferred	2,574
Business combination, preliminary working capital adjustment	28
Cash and cash equivalents	491
Transaction costs	13
Revenue since acquisition date					$ 493
Earnings (loss) since acquisition date					(93)
Fair value of net assets acquired, goodwill and liabilities assumed	$ 2,574
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		46
Business combination, acquired receivable, fair value		(28)
Cash and cash equivalents		314
Transaction costs		63
Revenue since acquisition date				$ 64
Earnings (loss) since acquisition date				88
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					5,985	$ 9,954
Earnings (loss) since acquisition date					$ (811)	$ 944
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

VALUATION RESERVES (Tables)

12 Months Ended

Dec. 31, 2023

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, 2023 and 2022.




	Balance at		Charged to				Balance at
	Beginning		Costs and		Deductions		End
(in thousands)	of Period		Expenses		and Other		of Period
Year Ended December 31, 2023
Allowance for Expected Credit Losses	$	51	$	483	$	(156)	$	378
Deferred tax assets-valuation allowance	$	185,352	$	41	$	(1,940)	$	183,453

Year Ended December 31, 2022
Allowance for Expected Credit Losses	$	196	$	26	$	(171)	$	51
Deferred tax assets-valuation allowance	$	183,974	$	1,695	$	(317)	$	185,352

EARNINGS (LOSS) PER SHARE - Antidilutive Securities Excluded from the Computation of Earnings (Loss) Per Share (Details) - shares	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share, amount	247	17,885
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	247	17,885
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

ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) [Abstract]
Foreign currency translation adjustments	$ (1,290)	$ (1,639)
Accumulated other comprehensive loss	$ (1,290)	$ (1,639)

- Definition

Amount, after tax, of accumulated increase (decrease) in equity from transaction and other event and circumstance from nonowner source.

+ References + Details