Company Quick10K Filing
Hudson Global
Price11.70 EPS-1
Shares3 P/E-15
MCap37 P/FCF-5
Net Debt-29 EBIT-2
TEV8 TEV/EBIT-4
TTM 2019-09-30, in MM, except price, ratios
10-Q 2020-06-30 Filed 2020-08-05
10-Q 2020-03-31 Filed 2020-05-06
10-K 2019-12-31 Filed 2020-03-31
10-Q 2019-09-30 Filed 2019-11-01
10-Q 2019-06-30 Filed 2019-08-14
10-Q 2019-03-31 Filed 2019-05-09
10-K 2018-12-31 Filed 2019-03-08
10-Q 2018-09-30 Filed 2018-11-01
10-Q 2018-06-30 Filed 2018-08-02
10-Q 2018-03-31 Filed 2018-05-15
10-K 2017-12-31 Filed 2018-03-01
10-Q 2017-09-30 Filed 2017-11-02
10-Q 2017-06-30 Filed 2017-08-03
10-Q 2017-03-31 Filed 2017-05-04
10-K 2016-12-31 Filed 2017-03-03
10-Q 2016-09-30 Filed 2016-10-28
10-Q 2016-06-30 Filed 2016-07-28
10-Q 2016-03-31 Filed 2016-04-28
10-K 2015-12-31 Filed 2016-03-03
10-Q 2015-09-30 Filed 2015-10-30
10-Q 2015-06-30 Filed 2015-07-30
10-Q 2015-03-31 Filed 2015-05-11
10-K 2014-12-31 Filed 2015-02-26
10-Q 2014-09-30 Filed 2014-11-10
10-Q 2014-06-30 Filed 2014-08-04
10-Q 2014-03-31 Filed 2014-05-01
10-K 2013-12-31 Filed 2014-02-27
10-Q 2013-09-30 Filed 2013-10-31
10-Q 2013-06-30 Filed 2013-07-31
10-Q 2013-03-31 Filed 2013-05-07
10-K 2012-12-31 Filed 2013-02-26
10-Q 2012-09-30 Filed 2012-11-01
10-Q 2012-06-30 Filed 2012-07-31
10-Q 2012-03-31 Filed 2012-05-02
10-K 2011-12-31 Filed 2012-02-28
10-Q 2011-09-30 Filed 2011-11-04
10-Q 2011-06-30 Filed 2011-08-03
10-Q 2011-03-31 Filed 2011-04-27
10-K 2010-12-31 Filed 2011-02-23
10-Q 2010-09-30 Filed 2010-10-29
10-Q 2010-06-30 Filed 2010-08-06
10-Q 2010-03-31 Filed 2010-04-28
10-K 2009-12-31 Filed 2010-02-23
8-K 2020-08-05 Earnings, Exhibits
8-K 2020-05-06
8-K 2020-04-26
8-K 2020-03-30
8-K 2020-03-13
8-K 2019-12-10
8-K 2019-11-01
8-K 2019-08-14
8-K 2019-07-01
8-K 2019-06-10
8-K 2019-06-04
8-K 2019-05-09
8-K 2019-05-06
8-K 2019-04-01
8-K 2019-03-08
8-K 2019-02-19
8-K 2019-02-11
8-K 2018-12-04
8-K 2018-11-01
8-K 2018-10-15
8-K 2018-08-02
8-K 2018-07-19
8-K 2018-06-29
8-K 2018-05-15
8-K 2018-04-01
8-K 2018-03-31
8-K 2018-03-20
8-K 2018-03-09
8-K 2018-03-09
8-K 2018-03-01
8-K 2018-01-25

HSON 10Q Quarterly Report

Part I - Financial Information
Item 1. Financial Statements
Note 1 - Basis of Presentation
Note 2 - Description of Business
Note 3 - Accounting Pronouncements
Note 4 - Revenue Recognition
Note 6 - Stock - Based Compensation
Note 7 - Income Taxes
Note 8 - Loss per Share
Note 9 - Commitments and Contingencies
Note 10 - Accumulated Other Comprehensive Loss
Note 11 - Stockholders' Equity
Note 12 - Segment and Geographic Data
Note 13 - Stockholder Rights Plan
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Item 4. Controls and Procedures
Part II - Other Information
Item 1. Legal Proceedings
Item 1A. Risk Factors
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Item 3. Defaults Upon Senior Securities
Item 4. Mine Safety Disclosures
Item 5. Other Information
Item 6. Exhibits
EX-31.1 hson-20200630exx311.htm
EX-31.2 hson-20200630exx312.htm
EX-32.1 hson-20200630exx321.htm
EX-32.2 hson-20200630exx322.htm

Hudson Global Earnings 2020-06-30

Balance SheetIncome StatementCash Flow
195156117783902012201420172020
Assets, Equity
1851451056525-152012201420172020
Rev, G Profit, Net Income
3020100-10-202012201420172020
Ops, Inv, Fin

10-Q 1 hson20200630-10q.htm 10-Q Document



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549  

 
FORM 10-Q 

x
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the quarterly period ended June 30, 2020
or
o
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from              to             
Commission file number: 000-50129 

HUDSON GLOBAL, INC.
(Exact name of registrant as specified in its charter)  

DELAWARE
 
59-3547281
(State or other jurisdiction of incorporation or organization)
 
(IRS Employer Identification No.)
53 Forest Avenue, Old Greenwich, CT 06870
(Address of principal executive offices) (Zip Code)
(203) 409-5628
(Registrant’s telephone number, including area code) 

  
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
 
Trading Symbol
 
Name of each exchange on which registered
Common Stock, $0.001 par value
 
HSON
 
The NASDAQ Stock Market LLC
Preferred Share Purchase Rights
 
 
 
The NASDAQ Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes   x    No   o
 
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes  x     No  o
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definition of "large accelerated filer", "accelerated filer", "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act. 
Large accelerated filer
o
 
Accelerated filer
o
Non-accelerated filer
o
 
Smaller reporting company
x
 
 
 
Emerging growth company
o
 If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Indicate by checkmark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  o    No x
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
Class
 
Outstanding on July 15, 2020
Common Stock - $0.001 par value
 
2,684,971
 
 
Page
 
 
Item 1.
 
 
 
 
 
 
 
Item 2.
Item 3.
Item 4.
 
 
Item 1.
Item 1A.
Item 2.
Item 3.
Item 4.
Item 5.
Item 6.
 
 



PART I – FINANCIAL INFORMATION
 
ITEM 1.    FINANCIAL STATEMENTS

HUDSON GLOBAL, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share amounts)
(unaudited) 
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2020
 
2019
 
2020
 
2019
Revenue
$
24,573

 
$
26,414

 
$
48,704

 
$
42,601


 
 
 
 
 
 
 
Operating expenses:
 
 
 
 
 
 
 
Direct contracting costs and reimbursed expenses

15,643

 
14,755

 
29,976

 
21,546

Salaries and related
8,335

 
9,729

 
16,552

 
18,901

Other selling, general and administrative
1,454

 
2,701

 
3,535

 
4,889

Depreciation and amortization
24

 
21

 
48

 
39

Total operating expenses

25,456

 
27,206

 
50,111

 
45,375

Operating loss
(883
)
 
(792
)
 
(1,407
)
 
(2,774
)
Non-operating income (expense):
 
 
 
 
 
 
 
Interest income, net
40

 
125

 
119

 
438

Other income (expense), net
337

 
(91
)
 
378

 
(128
)
Loss from continuing operations before provision for income taxes
(506
)
 
(758
)
 
(910
)
 
(2,464
)
Provision for income taxes from continuing operations
266

 
142

 
373

 
207

Loss from continuing operations
(772
)
 
(900
)
 
(1,283
)
 
(2,671
)
Loss from discontinued operations, net of income taxes

 

 

 
(131
)
Net loss
$
(772
)
 
$
(900
)
 
$
(1,283
)
 
$
(2,802
)
Basic and diluted loss per share:
 
 
 
 
 
 
 
Loss per share from continuing operations
$
(0.27
)
 
$
(0.29
)
 
$
(0.43
)
 
$
(0.84
)
Loss per share from discontinued operations

 

 

 
(0.04
)
Loss per share
$
(0.27
)
 
$
(0.29
)
 
$
(0.43
)
 
$
(0.88
)
Weighted-average shares outstanding:
 
 
 
 
 
 
 
Basic
2,839

 
3,082

 
2,952

 
3,184

Diluted
2,839

 
3,082

 
2,952

 
3,184


 



See accompanying notes to condensed consolidated financial statements.



- 1 -


HUDSON GLOBAL, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OTHER COMPREHENSIVE LOSS
(in thousands, except per share amounts)
(unaudited)
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2020
 
2019
 
2020
 
2019
Comprehensive loss:
 
 
 
 
 
 
 
Net loss
$
(772
)
 
$
(900
)
 
$
(1,283
)
 
$
(2,802
)
Other comprehensive loss:
 
 
 
 
 
 
 
Foreign currency translation adjustment, net of applicable income taxes
444

 
(106
)
 
(343
)
 
(41
)
Total other comprehensive income (loss), net of income taxes
444

 
(106
)
 
(343
)
 
(41
)
Comprehensive loss
$
(328
)
 
$
(1,006
)
 
$
(1,626
)
 
$
(2,843
)

See accompanying notes to condensed consolidated financial statements.

- 2 -




HUDSON GLOBAL, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except per share amounts)
(Unaudited)
 
June 30,
2020
 
December 31,
2019
ASSETS
 

 
 

Current assets:
 

 
 

Cash and cash equivalents
$
29,517

 
$
31,190

Accounts receivable, less allowance for doubtful accounts of $155 and $174, respectively
12,300

 
12,795

Restricted cash, current
154

 
148

Prepaid and other
1,366

 
804

Total current assets
43,337

 
44,937

Property and equipment, net
146

 
186

Operating lease right-of-use assets
325

 
401

Deferred tax assets
696

 
793

Restricted cash
225

 
380

Other assets
7

 
7

Total assets
$
44,736

 
$
46,704

LIABILITIES AND STOCKHOLDERS' EQUITY
 

 
 

Current liabilities:
 

 
 

Accounts payable
$
670

 
$
1,064

Accrued expenses and other current liabilities
8,988

 
8,178

Short-term debt
589

 

Operating lease obligations, current
267

 
246

Total current liabilities
10,514

 
9,488

Income tax payable
843

 
845

Operating lease obligations
63

 
160

Long-term debt
737

 

Other liabilities
187

 
177

Total liabilities
12,344

 
10,670

Commitments and contingencies


 


Stockholders' equity:
 

 
 

Preferred stock, $0.001 par value, 10,000 shares authorized; none issued or outstanding

 

Common stock, $0.001 par value, 20,000 shares authorized; 3,672 and
3,663 shares issued; 2,685 and 2,936 shares outstanding, respectively
4

 
4

Additional paid-in capital
486,325

 
486,088

Accumulated deficit
(437,790
)
 
(436,507
)
Accumulated other comprehensive loss, net of applicable tax
(822
)
 
(479
)
Treasury stock, 987 and 726 shares, respectively, at cost
(15,325
)
 
(13,072
)
Total stockholders' equity
32,392

 
36,034

Total liabilities and stockholders' equity
$
44,736

 
$
46,704




See accompanying notes to condensed consolidated financial statements.

- 3 -


HUDSON GLOBAL, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(unaudited)
 
 
Six Months Ended June 30,
 
2020
 
2019
Cash flows from operating activities:
 

 
 

Net loss
$
(1,283
)
 
$
(2,802
)
Adjustments to reconcile net loss to net cash used in operating activities:
 

 
 

Depreciation and amortization
48

 
39

Provision for doubtful accounts
9

 
(9
)
Provision for (benefit from) deferred income taxes
78

 
(146
)
Stock-based compensation
237

 
609

Changes in assets and liabilities, net of effect of dispositions:
 
 
 
Decrease (increase) in accounts receivable
105

 
(4,565
)
(Increase) decrease in prepaid and other assets
(592
)
 
246

Increase (decrease) in accounts payable, accrued expenses and other liabilities
543

 
(1,107
)
Net cash used in operating activities
(855
)
 
(7,735
)
Cash flows from investing activities:
 

 
 

Capital expenditures
(11
)
 
(69
)
Net cash used in investing activities
(11
)
 
(69
)
Cash flows from financing activities:
 

 
 

Borrowings under credit agreements
34,427

 
16,406

Repayments under credit agreements
(34,427
)
 
(16,406
)
Proceeds from government lending
1,326

 

Purchase of treasury stock
(2,239
)
 
(4,211
)
Purchase of restricted stock from employees
(14
)
 
(41
)
Net cash used in financing activities
(927
)
 
(4,252
)
Effect of exchange rates on cash, cash equivalents and restricted cash
(29
)
 
54

Net decrease in cash, cash equivalents and restricted cash
(1,822
)
 
(12,002
)
Cash, cash equivalents, and restricted cash, beginning of the period
31,718

 
41,060

Cash, cash equivalents, and restricted cash, end of the period
$
29,896

 
$
29,058

Supplemental disclosures of cash flow information:
 
 
 
Cash paid during the period for interest
$
1

 
$

Cash received during the period for interest
$
121

 
$
162

Net cash payments during the period for income taxes
$
271

 
$
436

     Cash paid for amounts included in operating lease liabilities
$
129

 
$
169

Supplemental non-cash disclosures:
 
 
 
Right-of-use assets obtained in exchange for operating lease liabilities
$
77

 
$
723

 
See accompanying notes to condensed consolidated financial statements. 

- 4 -


HUDSON GLOBAL, INC.
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(in thousands)
(unaudited)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Three Months Ended
 
Six Months Ended
 
 
June 30, 2020
 
June 30, 2019
 
June 30, 2020
 
June 30, 2019
 
 
Shares
 
Value
 
Shares (a)
 
Value
 
Shares
 
Value
 
Shares (a)
 
Value
Total stockholders' equity, beginning balance
 
2,682

 
$
32,630

 
2,939

 
$
34,816

 
2,936

 
$
36,034

 
3,190

 
$
40,487

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Common stock and additional paid-in capital:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Beginning balance
 
3,669

 
486,236

 
3,622

 
485,315

 
3,663

 
486,092

 
3,613

 
485,131

Stock-based compensation expense
 
3

 
93

 
36

 
425

 
9

 
237

 
45

 
609

 Ending balance
 
3,672

 
486,329

 
3,658

 
485,740

 
3,672

 
486,329

 
3,658

 
485,740

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Treasury stock:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Beginning balance
 
(987
)
 
(15,322
)
 
(683
)
 
(12,504
)
 
(726
)
 
(13,072
)
 
(423
)
 
(8,486
)
Purchase of treasury stock
 

 

 
(15
)
 
(230
)
 
(260
)
 
(2,239
)
 
(273
)
 
(4,212
)
Purchase of restricted stock from employees
 

 
(3
)
 

 
(4
)
 
(1
)
 
(14
)
 
(2
)
 
(40
)
 Ending balance
 
(987
)
 
(15,325
)
 
(698
)
 
(12,738
)
 
(987
)
 
(15,325
)
 
(698
)
 
(12,738
)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Accumulated other comprehensive (loss) income:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Beginning balance
 
 
 
(1,266
)
 
 
 
(541
)
 
 
 
(479
)
 
 
 
(606
)
Other comprehensive income (loss)
 
 
 
444

 
 
 
(106
)
 
 
 
(343
)
 
 
 
(41
)
 Ending balance
 
 
 
(822
)
 
 
 
(647
)
 
 
 
(822
)
 
 
 
(647
)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Accumulated deficit:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Beginning balance
 
 
 
(437,018
)
 
 
 
(437,454
)
 
 
 
(436,507
)
 
 
 
(435,552
)
Net loss
 
 
 
(772
)
 
 
 
(900
)
 
 
 
(1,283
)
 
 
 
(2,802
)
 Ending balance
 
 
 
(437,790
)
 
 
 
(438,354
)
 
 
 
(437,790
)
 
 
 
(438,354
)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total stockholders' equity, ending balance
 
2,685

 
$
32,392

 
2,960

 
$
34,001

 
2,685

 
$
32,392

 
2,960

 
$
34,001

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

(a) Common stock and Treasury stock for all periods presented reflect the Company's 1-for-10 reverse stock split, which was effective June 10, 2019.

See accompanying notes to condensed consolidated financial statements.

- 5 -

HUDSON GLOBAL, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts)
(unaudited)


NOTE 1 – BASIS OF PRESENTATION

These interim unaudited condensed consolidated financial statements have been prepared in accordance with United States of America ("U.S.") generally accepted accounting principles ("U.S. GAAP") for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X of the United States Securities and Exchange Commission ("SEC") for interim financial reporting and should be read in conjunction with the consolidated financial statements and related notes of Hudson Global, Inc. and its subsidiaries (the "Company") filed in its Annual Report on Form 10-K for the year ended December 31, 2019.
    
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities, and the reported amounts of operating revenues and expenses. These estimates are based on management’s knowledge and judgments. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation of the Company’s financial position, results of operations, and cash flows at the dates and for the periods presented have been included. The results of operations for interim periods are not necessarily indicative of the results of operations for the full year. The condensed consolidated financial statements include the accounts of the Company and all of its wholly owned subsidiaries. Intra-entity balances and transactions between and among the Company and its subsidiaries have been eliminated in consolidation. Certain prior period amounts have been reclassified to conform to the current year presentation with no material impact on the condensed consolidated financial statements. All per share amounts and shares outstanding for the three and six months ended June 30, 2020 and all prior periods reflect the Company's 1-for-10 reverse stock split, which was effective June 10, 2019. For more information, see Note 2.

NOTE 2 – DESCRIPTION OF BUSINESS

The Company is comprised of the operations, assets, and liabilities of the Company's three regional businesses of Hudson Americas, Hudson Asia Pacific, and Hudson Europe. The Company provides Recruitment Process Outsourcing ("RPO") permanent recruitment and contracting outsourced recruitment solutions. These services are tailored to the individual needs of primarily mid-to-large-cap multinational companies. The Company's RPO delivery teams utilize state-of-the-art recruitment process methodologies and project management expertise in their flexible, turnkey solutions to meet clients' ongoing business needs. The Company's RPO services include complete recruitment outsourcing, project-based outsourcing, contingent workforce solutions, and recruitment consulting.
The Company operates directly in ten countries with three reportable geographic business segments: Americas, Asia Pacific, and Europe. See Note 12 for further details regarding the reportable segments.

Corporate expenses are reported separately from the reportable segments and pertain to certain functions, such as executive management, corporate governance, human resources, accounting, tax, marketing, information technology, 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).

In December 2019, a novel strain of coronavirus, referred to as COVID-19, was reported to have originated in Wuhan, Hubei Province, China. On January 30, 2020, the World Health Organization (“WHO”) declared that the virus had become a global public-health emergency. On March 11, 2020, the WHO declared the outbreak to be a pandemic, based on the rapid increase in exposure globally. Many countries around the world have imposed quarantines and restrictions on travel and mass gatherings to slow the spread of the virus. During July and August 2020 our business continues to be impacted by the outbreak and the accompanying economic downturn. Some of our customers continue to have instituted hiring freezes, while other customers operating in the banking, pharmaceutical and technology industries, which may be considered as essential businesses in different jurisdictions, or customers that are more capable of working remotely than other industries, have been allowed to operate as usual. The inability to conduct in-person interviews has also impacted our business. The expected timeline for this reduction in demand for our services remains uncertain and difficult to predict considering the rapidly evolving landscape.

In connection with the COVID-19 pandemic, certain foreign government organizations have begun to offer wage assistance subsidies and tax credits to companies in exchange for maintaining specified levels of compensation and related costs for employees residing in those countries. The Company recognizes the receipt of funds from these organizations in the Other income (expense), net caption on the Condensed Consolidated Statements of Operations. For the three and six months ended June

- 6 -

HUDSON GLOBAL, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts)
(unaudited)

30, 2020, $265 related to foreign government assistance has been received and is included within Other income (expense), net. In the United States, the Company received a $1.3 million loan in connection with the Paycheck Protection Program (“PPP”), administered by the U.S. Small Business Administration (“SBA”), under the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”). All or a portion of the PPP loan may be forgiven by the SBA under certain conditions. The Company intends to apply for loan forgiveness in the third quarter of 2020. To the extent that forgiveness is obtained for any portion of the loan in the future, it will be reflected in Other income (expense), net. For more information, see Note 9.

On June 10, 2019, the Company announced a reverse stock split of its outstanding shares of common stock at a ratio of 1-for-10 (the “Reverse Split”) and that it had filed a Certificate of Amendment of the Company's Amended and Restated Certificate of Incorporation in order to effect the Reverse Split. The filed certificate also reduced the number of authorized shares of common stock to 20 million shares. The Reverse Split and reduction in authorized shares was approved by the Company's Board of Directors (the "Board") on February 25, 2019, and it was approved by the stockholders of the Company at the annual meeting on May 6, 2019. The Board approved the ratio of 1-for-10 on May 24, 2019, and the Reverse Split became effective as of the close of business on June 10, 2019. The Reverse Split had no effect on the par value of the Company's common stock but it reduced the number of issued and outstanding shares of common stock by a factor of 10. Accordingly, the issued and outstanding shares, stock-based compensation disclosures, net loss per share, and other share and per share disclosures for all periods presented have been retrospectively adjusted to reflect the impact of this Reverse Split.

NOTE 3 – ACCOUNTING PRONOUNCEMENTS

Adoption of New Accounting Pronouncements

On October 1, 2019, we elected to adopt Accounting Standards Update ("ASU") No. 2018-15, Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract ("ASU 2018-15") on a prospective basis. This ASU provides guidance on implementation costs incurred in a cloud computing arrangement (“CCA”) that is a service contract. ASU 2018-15 aligns the accounting for such costs with the guidance on capitalizing costs associated with developing or obtaining internal-use software. Specifically, ASU 2018-15 amends Accounting Standards Codification ("ASC") 350 to include in its scope implementation costs of a CCA that is a service contract and clarifies that a customer should apply ASC 350 to determine which implementation costs should be capitalized in such a CCA.  The amendments in ASU 2018-15 are effective for annual periods beginning after December 15, 2019 and interim periods within those annual periods.  ASU 2018-15 had no impact on the Company's consolidated financial statements.
    
On January 1, 2019, we adopted ASU No. 2016-02, "Leases (Topic 842)" ("ASU 2016-02"). This ASU requires a company to recognize lease assets and liabilities arising from operating leases in the statement of financial position. This ASU does not significantly change the previous lease guidance for how a lessee should recognize the recognition, measurement, and presentation of expenses and cash flows arising from a lease. Additionally, the criteria for classifying a finance lease versus an operating lease are substantially the same as the previous guidance. In July 2018, the Financial Accounting Standards Board (the "FASB") issued ASU No. 2018-11, "Leases (Topic 842): Targeted Improvements" ("ASU 2018-11"). This ASU allows adoption of the standard as of the effective date without restating prior periods. We did not elect to recognize the lease assets and liabilities in the statement of financial position for short-term leases. For more information, see Note 9.

On January 1, 2019, we adopted ASU No. 2018-02, "Income Statement-Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income" ("ASU 2018-02"), which provides guidance on reclassification of certain stranded income tax effects in accumulated other comprehensive income resulting from the Tax Cuts and Jobs Act of 2017 (the "Tax Act"), enacted on December 22, 2017. ASU 2018-02 allows a reclassification from accumulated other comprehensive income to retained earnings for stranded tax effects resulting from the application of the Tax Act. Additionally, ASU 2018-02 requires financial statement preparers to disclose (1) a description of their accounting policy for releasing income tax effects from accumulated other comprehensive income, (2) whether they elect to reclassify the stranded income tax effects from the Tax Act, and (3) information about other income tax effects related to the application of the Tax Act that are reclassified from accumulated other comprehensive income to retained earnings, if any. The adoption had no impact on the Company's consolidated financial statements.

Recent Accounting Standard Update Not Yet Adopted


- 7 -

HUDSON GLOBAL, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts)
(unaudited)

In June 2016, FASB issued ASU 2016-13, "Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments" (“ASU 2016-13”). This standard requires an impairment model (known as the current expected credit loss ("CECL") model) that is based on expected losses rather than incurred losses. Under the new guidance, each reporting entity should estimate an allowance for expected credit losses, which is intended to result in more timely recognition of losses. This model replaces multiple existing impairment models in current U.S. GAAP, which generally requires a loss to be incurred before it is recognized. The new standard applies to trade receivables arising from revenue transactions such as contract assets and accounts receivable. Under ASC 606, revenue is recognized when, among other criteria, it is probable that an entity will collect the consideration it is entitled to when goods or services are transferred to a customer. When trade receivables are recorded, they become subject to the CECL model and estimates of expected credit losses on trade receivables over their contractual life will be required to be recorded at inception based on historical information, current conditions, and reasonable and supportable forecasts. This guidance is effective for smaller reporting companies for annual periods beginning after December 15, 2022, including the interim periods in the year. Early adoption is permitted. The Company will adopt the guidance when it becomes effective.



NOTE 4 – REVENUE RECOGNITION

Nature of Services

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

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

We record accounts receivable when our right to consideration becomes unconditional. Contract assets primarily relate to our rights to consideration for services provided that they 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 transfer services. We do not have any material contract assets or liabilities as of and for the six months ended June 30, 2020.

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

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

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

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

- 8 -

HUDSON GLOBAL, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts)
(unaudited)


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

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

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

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

Disaggregation of Revenue

The following table presents our disaggregated revenues from continuing operations by revenue source. For additional information on the disaggregated revenues by geographical segment, see Note 12 of the Notes to the Condensed Consolidated Financial Statements.
 
Three Months Ended June 30,
 
2020
 
2019
 
RPO Recruitment
$
8,870

 
$
11,716

 
Contracting
15,703

 
14,698

 
Total Revenue
$
24,573

 
$
26,414

 
 
 
 
 
 

 
Six Months Ended June 30,
 
2020
 
2019
 
RPO Recruitment
$
18,708

 
$
21,283

 
Contracting
29,996

 
21,318

 
Total Revenue
$
48,704

 
$
42,601

 
 
 
 
 
 



- 9 -

HUDSON GLOBAL, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts)
(unaudited)

NOTE 5 – DISCONTINUED OPERATIONS
    
On March 31, 2018, the Company completed the sale of its Recruitment and Talent Management ("RTM") businesses in Belgium, Europe (excluding Belgium), and Asia Pacific ("APAC") in separate transactions to Value Plus NV, Morgan Philips Group S.A., and Apache Group Holdings Pty Limited, respectively. The gross proceeds from the sale were $38,960. In addition, $17,626 of debt was assumed by the buyers. The RTM businesses met the criteria for discontinued operations set forth in ASC 205.

Reported results for the discontinued operations were as follows:
 
 
Three Months Ended
 
Six Months Ended
 
 
June 30, 2019
 
June 30, 2019
Loss from sale of discontinued operations
 
$

 
$
(131
)
Loss from discontinued operations before income taxes
 

 
(131
)
Provision for income taxes
 

 

Loss from discontinued operations, net of income taxes
 
$

 
$
(131
)

NOTE 6 – STOCK-BASED COMPENSATION
Incentive Compensation Plan
The Company maintains the Hudson Global, Inc. 2009 Incentive Stock and Awards Plan, as amended and restated May 24, 2016 (the "ISAP"), pursuant to which it can issue equity-based compensation incentives to eligible participants. The ISAP permits the granting of stock options, restricted stock, restricted stock units, and other types of equity-based awards. The Compensation Committee (the "Compensation Committee") of the Board will establish such conditions as it deems appropriate on the granting or vesting of stock options, restricted stock, restricted stock units, and other types of equity-based awards. As determined by the Compensation Committee, equity awards also may be subject to immediate vesting upon the occurrence of certain events following a change in control of the Company. The Company primarily grants restricted stock and restricted stock units to its employees. A restricted stock unit is equivalent to one share of the Company’s common stock and is payable only in common stock of the Company issued under the ISAP.
The Compensation Committee administers the ISAP and may designate any of the following as a participant under the ISAP: any officer or other employee of the Company or its affiliates or individuals engaged to become an officer or employee; consultants or other independent contractors who provide services to the Company or its affiliates; and non-employee directors of the Company. On May 24, 2016, the Company's stockholders approved an amendment and restatement of the ISAP to, among other things, increase the number of shares of the Company's common stock that are reserved for issuance by 240,000 shares. As of June 30, 2020, there were 46,900 shares of the Company’s common stock available for future issuance under the ISAP.
The Company also maintains the Director Deferred Share Plan (the "Director Plan") pursuant to which it can issue restricted stock units to its non-employee directors. A restricted stock unit is equivalent to one share of the Company’s common stock and is payable only in common stock issued under the ISAP upon a director ceasing service as a member of the 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 six months ended June 30, 2020, the Company granted 10,310 restricted stock units to its non-employee directors pursuant to the Director Plan.
As of June 30, 2020, 165,087 restricted stock units are deferred under the Company’s ISAP.

- 10 -

HUDSON GLOBAL, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts)
(unaudited)

For the three and six months ended June 30, 2020 and 2019, the Company’s stock-based compensation expense related to stock options and restricted stock units was as follows:
 
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
 
2020
 
2019
 
2020
 
2019
Stock options
 
$

 
$

 
$

 
$

Restricted stock units
 
93

 
425

 
237

 
609

Total
 
$
93

 
$
425

 
$
237

 
$
609

 
Stock Options
Stock options granted by the Company generally expire between five and ten years after the date of grant and have an exercise price of at least 100% of the fair market value of the underlying share of common stock on the date of grant.
As of June 30, 2020, the Company had no unrecognized stock-based compensation expense related to outstanding unvested stock options.
Changes in the Company’s stock options for the six months ended June 30, 2020 and 2019 were as follows: 
 
Six Months Ended June 30,
 
2020
 
2019
 
Number of
Options
 
Weighted
Average
Exercise Price
per Share
 
Number of
Options
 
Weighted
Average
Exercise Price
per Share
Options outstanding at January 1,
5,000

 
$
24.90

 
5,000

 
$
24.90

Expired/forfeited

 

 

 

Options outstanding at June 30,
5,000

 
$
24.90

 
5,000

 
$
24.90

Options exercisable at June 30,
5,000

 
$
24.90

 
5,000

 
$
24.90


Restricted Stock Units
As of June 30, 2020, the Company had approximately $116 of unrecognized stock-based compensation expense related to outstanding unvested restricted stock units. The Company expects to recognize that cost over a weighted average service period of 1.70 years. Restricted stock units have no voting or dividend rights until the awards are vested.
Changes in the Company’s restricted stock units for the six months ended June 30, 2020 and 2019 were as follows:
 
Six Months Ended June 30,
 
2020
 
2019
 
Number of
Restricted
Stock Units
 
Weighted
Average
Grant-Date
Fair Value
 
Number of
Restricted
Stock Units
 
Weighted
Average
Grant-Date
Fair Value
Unvested restricted stock units at January 1,
63,436

 
$
15.12

 
57,773

 
$
15.68

Granted
10,310

 
$
9.01

 
78,978

 
$
15.24

Shares earned above target (a)

 
$

 
723

 
$
17.00

Vested
(33,188
)
 
$
12.83

 
(55,451
)
 
$
15.19

Forfeited
(22,384
)
 
$
15.20

 
(15,090
)
 
$
15.38

Unvested restricted stock units at June 30,
18,174

 
$
15.75

 
66,933

 
$
15.22



- 11 -

HUDSON GLOBAL, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts)
(unaudited)

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

NOTE 7 – INCOME TAXES

Income Tax Provision

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

In response to the COVID-19 pandemic, many governments have enacted or are contemplating measures to provide aid and economic stimulus packages. These measures may include deferring the due dates of tax payments or other changes to their income and non-income-based tax laws. The CARES Act, which was enacted on March 27, 2020 in the U.S., includes measures to assist companies, including temporary changes to income and non-income-based-tax laws. The enactment of the CARES Act and other COVID-19 measures did not result in any material adjustments to our income tax provision for the three and six months ended June 30, 2020, or to our net deferred tax assets as of June 30, 2020. The Company continues to monitor federal, state, and international regulatory developments in relation to COVID-19 and their potential impact on our operations.

Effective Tax Rate
The provision for income taxes for the six months ended June 30, 2020 was $373 on a pre-tax loss from continuing operations of $910, compared to a provision for income taxes of $207 on pre-tax loss from continuing operations of $2,464 for the same period in 2019. The Company’s effective income tax rate was negative 41% and negative 8% for the six months ended June 30, 2020 and 2019, respectively. For the six months ended June 30, 2020 and 2019, the effective tax rates differed from the U.S. Federal statutory rate of 21% primarily due to changes in valuation allowances in the U.S. and certain foreign jurisdictions which reduces or eliminates the effective tax rate on current year profits or losses, changes to unrecognized tax benefits, foreign tax rate differences, and non-deductible expenses.
Uncertain Tax Positions 
As of June 30, 2020 and December 31, 2019, the Company had $648 and $663, respectively, of unrecognized tax benefits, excluding interest and penalties, which if recognized in the future, would lower the Company’s effective income tax rate.
The Company recognizes accrued interest and penalties related to unrecognized tax benefits as part of the provision for income taxes. As of June 30, 2020 and December 31, 2019, the Company had $544 and $551, respectively, of accrued interest and penalties associated with unrecognized tax benefits.
Based on information available as of June 30, 2020, it is reasonably possible that the total amount of unrecognized tax benefits could decrease by up to $200 over the next 12 months as a result of projected resolutions of global tax examinations and controversies and potential expirations of the applicable statutes of limitations.
In many cases, the Company’s unrecognized tax benefits are related to tax years that remain subject to examination by the relevant tax authorities. Tax years with net operating losses ("NOLs") remain open until such losses expire or until the statutes of limitations for those years when the NOLs are used expire. As of June 30, 2020, the Company's open tax years, which remain subject to examination by the relevant tax authorities, were principally as follows:

- 12 -

HUDSON GLOBAL, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts)
(unaudited)

 
 
Year
Earliest tax years which remain subject to examination by the relevant tax authorities:
 
 
U.S. Federal
 
2016
Majority of U.S. state and local jurisdictions
 
2015
Australia
 
2017
Belgium
 
2017
Canada
 
2015
Netherlands
 
2014
Switzerland
 
2015
United Kingdom
 
2018
Jurisdictions in Asia
 
2018
The Company believes that its unrecognized tax benefits as of June 30, 2020 are appropriately recorded for all years subject to examination above.
    
NOTE 8 – LOSS PER SHARE
Basic earnings (loss) per share is computed by dividing the Company’s net income (loss) by the weighted average number of shares outstanding during the period. When the effects are not anti-dilutive, diluted earnings (loss) per share is computed by dividing the Company’s net income (loss) by the weighted average number of shares outstanding and the impact of all dilutive potential common shares, primarily stock options "in-the-money", unvested restricted stock, and unvested restricted stock units. The dilutive impact of stock options, unvested restricted stock, and unvested restricted stock units is determined by applying the "treasury stock" method. Performance-based restricted stock awards are included in the computation of diluted earnings per share only to the extent that the underlying performance conditions: (i) are satisfied prior to the end of the reporting period; or (ii) would be satisfied if the end of the reporting period were the end of the related performance period and the result would be dilutive under the treasury stock method. Stock awards subject to vesting or exercisability based on the achievement of market conditions are included in the computation of diluted earnings per share only when the market conditions are met.
A reconciliation of the numerators and denominators of the basic and diluted loss per share calculations for the three and six months ended June 30, 2020 and 2019 were as follows:


- 13 -

HUDSON GLOBAL, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts)
(unaudited)


 
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
 
2020
 
2019
 
2020
 
2019
Loss per share ("EPS"):
 
 

 
 

 
 

 
 

EPS - basic and diluted:
 
 
 
 
 
 
 
 
Loss per share from continuing operations
 
$
(0.27
)
 
$
(0.29
)
 
$
(0.43
)
 
$
(0.84
)
Loss per share from discontinued operations
 

 

 

 
(0.04
)
Loss per share
 
$
(0.27
)
 
$
(0.29
)
 
$
(0.43
)
 
$
(0.88
)
EPS numerator - basic and diluted:
 
 
 
 
 
 
 
 
Loss from continuing operations
 
$
(772
)
 
$
(900
)
 
$
(1,283
)
 
$
(2,671
)
Loss from discontinued operations
 

 

 

 
(131
)
Net loss
 
$
(772
)
 
$
(900
)
 
$
(1,283
)
 
$
(2,802
)
EPS denominator (in thousands):
 
 

 
 

 
 

 
 
Weighted average common stock outstanding - basic
 
2,839

 
3,082

 
2,952

 
3,184

Common stock equivalents: stock options and restricted stock units (a)
 

 

 

 

Weighted average number of common stock outstanding - diluted
 
2,839

 
3,082

 
2,952

 
3,184



(a)
The diluted weighted average number of shares of common stock outstanding did not differ from the basic weighted average number of shares of common stock outstanding because the effects of any potential common stock equivalents (see Note 6 for further details on outstanding stock options and unvested restricted stock units) were anti-dilutive and therefore not included in the calculation of the denominator of dilutive earnings per share.
The weighted average number of shares outstanding used in the computation of diluted net income (loss) per share for the three and six months ended June 30, 2020 and 2019 did not include the effect of the following potentially outstanding shares of common stock because the effect would have been anti-dilutive:
 
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
 
2020
 
2019
 
2020
 
2019
Unvested restricted stock units
 
18,174

 
66,933

 
18,174

 
66,933

Stock options
 
5,000

 
5,000

 
5,000

 
5,000

Total
 
23,174

 
71,933

 
23,174

 
71,933


NOTE 9 – COMMITMENTS AND CONTINGENCIES
Consulting, Employment, and Non-compete Agreements
The Company has entered into various consulting and employment agreements with certain key members of management. These agreements generally (i) are one year in length, (ii) contain restrictive covenants, (iii) under certain circumstances, provide for compensation and, subject to providing the Company with a release, severance payments, and (iv) are automatically renewed annually unless either party gives sufficient notice of termination.
Litigation and Complaints 
The Company is subject, from time to time, to various claims, lawsuits, contracts disputes, and other complaints from, for example, clients, candidates, suppliers, landlords for both leased and subleased properties, former and current employees, and regulators or tax authorities arising in the ordinary course of business. The Company routinely monitors claims such as these, and records provisions for losses when the claim becomes probable and the amount due is estimable. Although the outcome of these

- 14 -

HUDSON GLOBAL, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts)
(unaudited)

claims cannot be determined, the Company believes that the final resolution of these matters will not have a material adverse effect on the Company’s financial condition, results of operations or liquidity.
For matters that reach the threshold of probable and estimable, the Company establishes reserves for legal, regulatory, and other contingent liabilities. The legal reserves are included under the caption "Other non-current liabilities" in the Condensed Consolidated Balance Sheets. The Company's reserves were $0 as of June 30, 2020 and December 31, 2019, respectively.

Departure of Chief Financial Officer

As previously disclosed, on May 31, 2019, the Company and Patrick Lyons determined that Mr. Lyons would leave his positions with the Company effective June 30, 2019. As a result, during the three and six months ended June 30, 2019, the Company recognized compensation expense of $485 to its former Chief Financial Officer classified within salaries and related expense in the Company's Condensed Consolidated Statements of Operations. Additionally, Mr. Lyons agreed to serve as a consultant to the Company to assist with certain financial and operational matters from July 1, 2019 through December 31, 2019. In consideration for his services as a consultant, the Company paid Mr. Lyons 750 shares of the Company’s common stock at the end of each month during the term of his consulting agreement with the Company.
Operating Leases
Effective January 1, 2019, the Company adopted the new lease guidelines detailed in ASU 2016-02. Lease payments for short-term leases with terms of 12 months or less based on original lease commencement date are recognized on a straight-line basis over the lease term. Adoption of this standard resulted in the recording of net operating lease right-of-use assets and corresponding operating lease liabilities of $0.7 million for rented office spaces.

Our office space leases have remaining lease terms of one year to three years. Some of these operating leases include options to extend the lease terms, and some operating leases include options to terminate the leases earlier than the full terms. These options are considered in our determination of the valuation of our right-of-use assets and lease liabilities.
None of our operating leases include implicit rates, and we have determined that the difference between the contractual cost basis and the present value of lease payments calculated using incremental borrowing rates is not material. Our operating lease costs for the six months ended June 30, 2020 and 2019 were $277 and $271, respectively (reflected in Net cash used in operating activities). The weighted average remaining lease term of our operating leases as of June 30, 2020 was 1.4 years.
As of June 30, 2020, future minimum operating lease payments are as follows:
 
2020
 
2021
 
2022
 
Total
Minimum lease payments
$
134

 
$
175

 
$
21

 
$
330

    
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 June 30, 2020, there were no amounts outstanding under the NAB Facility Agreement. Interest expense and fees incurred on the NAB Facility Agreement were $5 and $10 for the three and six months ended June 30, 2020, 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 June 30, 2020.

- 15 -

HUDSON GLOBAL, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts)
(unaudited)


Paycheck Protection Program

On April 26, 2020, the Company's wholly owned U.S. subsidiary, Hudson Global Resources Management, Inc., received a $1.3 million loan in connection with the PPP as part of the CARES Act, administered by the U.S. SBA. As a result of the COVID-19 pandemic, in applying for the loan the Company made a good faith assertion based upon the degree of uncertainty introduced to the capital markets and the industries affecting the Company's customers and the Company's dependency to curtail expenses to fund ongoing operations as the anticipated reduction in RPO recruitment revenue is expected to impact the business. The PPP loan proceeds are used to help offset payroll costs as stipulated in the legislation. All or a portion of the PPP loan may be forgiven by the SBA upon application by the Company and upon documentation of expenditures in accordance with the SBA requirements. Under the CARES Act, loan forgiveness is available for the sum of documented payroll costs, covered rent payments, covered mortgage interest and covered utilities. The Company intends to comply with the loan forgiveness provisions in the legislation, however, there are no assurances that the Company will obtain forgiveness for any portion of the loan.

The PPP loan has a 1.00% interest rate and is scheduled to mature on April 26, 2022. The loan is subject to the terms and conditions applicable to loans administered by the SBA under the CARES Act. The loan may be prepaid by the Company at any time prior to maturity with no prepayment penalties. As of June 30, 2020, $589 of the PPP loan proceeds are reflected in Short-term debt, $737 are reflected in Long-term debt on the Condensed Consolidated Balance Sheets, and the Company recorded $2 of interest expense. As of June 30, 2020 the Company is in compliance with all provisions related to the PPP loan.


NOTE 10 – ACCUMULATED OTHER COMPREHENSIVE LOSS

Accumulated other comprehensive loss, net of applicable tax, consisted of the following:
 
 
June 30,
 
December 31,
 
 
2020
 
2019
Foreign currency translation adjustments
 
$
(822
)
 
$
(479
)
Accumulated other comprehensive loss
 
$
(822
)
 
$
(479
)


NOTE 11 – STOCKHOLDERS' EQUITY
Common Stock
    
On July 30, 2015, the Company announced that its Board authorized the repurchase of up to $10,000 of the Company's common stock. The Company intends to make purchases from time to time as market conditions warrant. This authorization does not expire. During the six months ended June 30, 2020, no purchases of shares were made under this authorization. The Company repurchased 26,155 shares on the open market for $384 during the same period last year. As of June 30, 2020, under the July 30, 2015 authorization, the Company had repurchased 432,563 shares for a total cost of $8,297.

In addition to the shares repurchased above under the $10,000 authorization plan, on February 22, 2019, the Company commenced a tender offer to purchase up to 315,000 shares of the Company’s common stock, par value $0.001 per share, at a purchase price of $15.00 per share.  The tender offer expired on March 22, 2019. In accordance with the terms and conditions of the tender offer, the Company acquired 246,863 shares for an aggregate cost of $3,703, excluding fees and expenses of $125.

On March 27, 2020, the Company, in addition to the $10,000 authorization plan, completed transactions with certain stockholders to repurchase 259,331 shares of the Company's common stock, for an aggregate cost of $2,238, excluding fees of $1.


- 16 -

HUDSON GLOBAL, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts)
(unaudited)

Reverse Stock Split

On June 10, 2019, the Company announced a Reverse Split of its outstanding shares of common stock at a ratio of 1-for-10 and that it had also reduced the number of authorized shares of common stock to 20 million shares. The Reverse Split had no effect on the par value of the Company's common stock, but it reduced the number of issued and outstanding shares of common stock by a factor of 10. All issued and outstanding shares, stock-based compensation disclosures, net loss per share, and other share and per share disclosures for all periods presented have been retrospectively adjusted to reflect the impact of this Reverse Split.

NOTE 12 – SEGMENT AND GEOGRAPHIC DATA
Segment Reporting
The Company operates in three reportable segments: the regional businesses of Americas, Asia Pacific, and Europe. Corporate expenses are reported separately from the three reportable segments and pertain to certain functions, such as executive management, corporate governance, human resources, accounting, administration, tax, and treasury. 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, net is the only significant asset separated by segment for internal reporting purposes.

- 17 -

HUDSON GLOBAL, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts)
(unaudited)

 
Americas
 
Asia Pacific
 
Europe
 
Corporate
 
Inter-Segment Elimination
 
Total
For The Three Months Ended June 30, 2020
 
 
 
 
 
 
Total revenue
$
2,206

 
$
18,833

 
$
3,534

 
$

 
$

 
$
24,573

Total adjusted net revenue
$
1,893

 
$
4,818

 
$
2,219

 
$

 
$

 
$
8,930

EBITDA (loss) (b)
$
(918
)
 
$
1,025

 
$
300

 
$
(929
)
 
$

 
$
(522
)
Depreciation and amortization
(5
)
 
(13
)
 
(5
)
 
(1
)
 

 
(24
)
Intercompany interest (expense) income, net

 
(73
)
 

 
73

 

 

Interest (expense) income, net
(2
)
 

 

 
42

 

 
40

Income (loss) from continuing operations before income taxes
$
(925
)
 
$
939

 
$
295

 
$
(815
)
 
$

 
$
(506
)
 
 
 
 
 
 
 
 
 
 
 
 
For The Six Months Ended June 30, 2020
 
 
 
 
 
 
 
 
Revenue, from external customers
$
5,394

 
$
35,784

 
$
7,526

 
$

 
$

 
$
48,704

Inter-segment revenue

 
6

 

 

 
(6
)
 

Total revenue
$
5,394

 
$
35,790

 
$
7,526

 
$

 
$
(6
)
 
$
48,704

Adjusted net revenue, from external customers (a)
$
4,753

 
$
9,329

 
$
4,646

 
$

 
$

 
$
18,728

Inter-segment adjusted net revenue

 
6

 
(6
)
 

 

 

Total adjusted net revenue
$
4,753

 
$
9,335

 
$
4,640

 
$

 
$

 
$
18,728

EBITDA (loss) (b)
$
(978
)
 
$
1,362

 
$
363

 
$
(1,728
)
 
$

 
$
(981
)
Depreciation and amortization
(9
)
 
(25
)
 
(11
)
 
(3
)
 

 
(48
)
Intercompany interest (expense) income, net

 
(159
)
 

 
159

 

 

Interest (expense) income, net
(2
)
 

 

 
121

 

 
119

Income (loss) from continuing operations before income taxes
$
(989
)
 
$
1,178

 
$
352

 
$
(1,451
)
 
$

 
$
(910
)
 
 
 
 
 
 
 
 
 
 
 
 
As of June 30, 2020
 
 
 
 
 
 
 
 
 
 
 
Accounts receivable, net
$
1,857

 
$
7,514

 
$
2,843

 
$
86

 
$

 
$
12,300

Total assets
$
4,726

 
$
14,349

 
$
6,928

 
$
18,733

 
$

 
$
44,736



- 18 -

HUDSON GLOBAL, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts)
(unaudited)

 
Americas
 
Asia Pacific
 
Europe
 
Corporate
 
Inter-
Segment
Elimination
 
Total
For The Three Months Ended June 30, 2019
 
 
 
 
 
 
 
 
Revenue, from external customers
$
3,982

 
$
17,454

 
$
4,978

 
$

 
$

 
$
26,414

Inter-segment revenue
28

 

 
2

 

 
(30
)
 

Total revenue
$
4,010

 
$
17,454

 
$
4,980

 
$

 
$
(30
)
 
$
26,414

Adjusted net revenue, from external customers (a)
$
3,591

 
$
5,420

 
$
2,648

 
$

 
$

 
$
11,659

Inter-segment adjusted net revenue
26

 
(28
)
 
3

 

 
(1
)
 

Total adjusted net revenue
$
3,617

 
$
5,392

 
$
2,651

 
$

 
$
(1
)
 
$
11,659

EBITDA (loss) (b)
$
428

 
$
362

 
$
31

 
$
(1,683
)
 
$

 
$
(862
)
Depreciation and amortization
(4
)
 
(10
)
 
(6
)
 
(1
)
 

 
(21
)
Intercompany interest (expense) income, net

 
(100
)
 

 
100

 

 

Interest income, net

 

 

 
125

 

 
125

Income (loss) from continuing operations before income taxes
$
424

 
$
252

 
$
25

 
$
(1,459
)
 
$

 
$
(758
)
 
 
 
 
 
 
 
 
 
 
 
 
For The Six Months Ended June 30, 2019
 
 
 
 
 
 
 
 
Revenue, from external customers
$
7,122

 
$
26,133

 
$
9,346

 
$

 
$

 
$
42,601

Inter-segment revenue
63

 

 
3

 

 
(66
)
 

Total revenue
$
7,185

 
$
26,133

 
$
9,349

 
$

 
$
(66
)
 
$
42,601

Adjusted net revenue, from external customers (a)
$
6,353

 
$
10,010

 
$
4,692

 
$

 
$

 
$
21,055

Inter-segment adjusted net revenue
61

 
(58
)
 
3

 

 
(6
)
 

Total adjusted net revenue
$
6,414

 
$
9,952

 
$
4,695

 


 
$
(6
)
 
$
21,055

EBITDA (loss) (b)
$
14

 
$
314

 
$
(317
)
 
$
(2,874
)
 
$

 
$
(2,863
)
Depreciation and amortization
(9
)
 
(15
)
 
(13
)
 
(2
)
 

 
(39
)
Intercompany interest (expense) income, net

 
(201
)
 

 
201

 

 

Interest income, net

 

 

 
438

 

 
438