UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549  
 
FORM 10-Q 

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the quarterly period ended September 30, 20212022
or
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: 001-38704 

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, Suite 102, Old Greenwich, CT 06870
(Address of principal executive offices) (Zip Code)
(203) 409-5628(475) 988-2068
(Registrant’s telephone number, including area code) 
  
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading SymbolName of each exchange on which registered
Common Stock, $0.001 par valueHSONThe NASDAQ Stock Market LLC
Preferred Share Purchase RightsThe 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       No  
 
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       No  
 
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 Accelerated filer
Non-accelerated filerSmaller reporting company
Emerging growth company

 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.
Indicate by checkmark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes      No 
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 October 22, 202121, 2022
Common Stock - $0.001 par value 2,707,3282,790,584




HUDSON GLOBAL, INC.
INDEX

  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 September 30,Nine Months Ended September 30,Three Months Ended September 30,Nine Months Ended September 30,
20212020202120202022202120222021
RevenueRevenue$45,010 $25,413 $119,145 $74,117 Revenue$48,686 $45,010 $151,564 $119,145 
Operating expenses:Operating expenses:Operating expenses:
Direct contracting costs and reimbursed expensesDirect contracting costs and reimbursed expenses26,979 16,343 73,305 46,319 Direct contracting costs and reimbursed expenses24,487 26,979 74,518 73,305 
Salaries and relatedSalaries and related14,130 8,098 37,001 24,650 Salaries and related18,897 14,130 56,379 37,001 
Other selling, general and administrative2,423 2,049 6,825 5,584 
Office and generalOffice and general2,675 1,883 7,863 5,525 
Marketing and promotionMarketing and promotion1,015 540 3,049 1,300 
Depreciation and amortizationDepreciation and amortization117 25 340 73 Depreciation and amortization356 117 1,017 340 
Total operating expensesTotal operating expenses43,649 26,515 117,471 76,626 Total operating expenses47,430 43,649 142,826 117,471 
Operating income (loss)1,361 (1,102)1,674 (2,509)
Operating incomeOperating income1,256 1,361 8,738 1,674 
Non-operating income (expense):Non-operating income (expense):Non-operating income (expense):
Interest income, netInterest income, net14 27 133 Interest income, net23 28 27 
Other income (expense), netOther income (expense), net33 96 (57)474 Other income (expense), net16 33 (42)(57)
Net income (loss) before income taxes1,402 (992)1,644 (1,902)
(Benefit from) provision for income taxes(92)165 475 538 
Income before income taxesIncome before income taxes1,295 1,402 8,724 1,644 
Provision for (benefit from) income taxesProvision for (benefit from) income taxes340 (92)1,657 475 
Net income (loss)$1,494 $(1,157)$1,169 $(2,440)
Earnings (loss) per share:
Net incomeNet income$955 $1,494 $7,067 $1,169 
Earnings per share:Earnings per share:
BasicBasic$0.51 $(0.41)$0.40 $(0.84)Basic$0.31 $0.51 $2.35 $0.40 
DilutedDiluted$0.49 $(0.41)$0.39 $(0.84)Diluted$0.30 $0.49 $2.25 $0.39 
Weighted-average shares outstanding:Weighted-average shares outstanding:Weighted-average shares outstanding:
BasicBasic2,931 2,858 2,910 2,920 Basic3,034 2,931 3,010 2,910 
DilutedDiluted3,022 2,858 2,976 2,920 Diluted3,150 3,022 3,138 2,976 
 



See accompanying notes to condensed consolidated financial statements.Condensed Consolidated Financial Statements.


- 1 -


HUDSON GLOBAL, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OTHER COMPREHENSIVE (LOSS) INCOME (LOSS)
(in thousands, except per share amounts)
(unaudited)
Three Months Ended September 30,Nine Months Ended September 30,
2021202020212020
Comprehensive income (loss):
Net income (loss)$1,494 $(1,157)$1,169 $(2,440)
Other comprehensive (loss) income:
Foreign currency translation adjustment, net of applicable income taxes(466)489 (710)146 
Total other comprehensive (loss) income, net of income taxes(466)489 (710)146 
Comprehensive income (loss)$1,028 $(668)$459 $(2,294)
Three Months Ended September 30,Nine Months Ended September 30,
2022202120222021
Comprehensive (loss) income:
Net income$955 $1,494 $7,067 $1,169 
Other comprehensive loss:
Foreign currency translation adjustment, net of income taxes(1,151)(466)(2,426)(710)
Total other comprehensive loss, net of income taxes(1,151)(466)(2,426)(710)
Comprehensive (loss) income$(196)$1,028 $4,641 $459 

See accompanying notes to condensed consolidated financial statements.Condensed Consolidated Financial Statements.
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HUDSON GLOBAL, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except per share amounts)
(Unaudited)(unaudited)
September 30,
2021
December 31,
2020
ASSETS  
Current assets:  
Cash and cash equivalents$26,190 $25,806 
Accounts receivable, less allowance for doubtful accounts of $2 and $10, respectively20,970 13,445 
Restricted cash, current109 152 
Prepaid and other1,317 889 
Total current assets48,586 40,292 
Property and equipment, net159 115 
Operating lease right-of-use assets514 210 
Deferred tax assets1,288 1,037 
Restricted cash225 241 
Goodwill2,088 2,088 
Intangible assets, net1,160 1,400 
Other assets
Total assets$54,025 $45,386 
LIABILITIES AND STOCKHOLDERS' EQUITY  
Current liabilities:  
Accounts payable$390 $576 
Accrued expenses and other current liabilities15,925 9,241 
Operating lease obligations, current344 192 
Total current liabilities16,659 10,009 
Income tax payable467 887 
Operating lease obligations177 22 
Other liabilities192 188 
Total liabilities17,495 11,106 
Commitments and contingencies00
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; 3,694 and
3,672 shares issued; 2,707 and 2,685 shares outstanding, respectively
Additional paid-in capital488,620 486,825 
Accumulated deficit(436,581)(437,750)
Accumulated other comprehensive (loss) income, net of applicable tax(184)526 
Treasury stock, 987 and 987 shares, respectively, at cost(15,329)(15,325)
Total stockholders' equity36,530 34,280 
Total liabilities and stockholders' equity$54,025 $45,386 


September 30,
2022
December 31,
2021
ASSETS  
Current assets:  
Cash and cash equivalents$22,406 $21,714 
Accounts receivable, less allowance for doubtful accounts of $51 and $196, respectively29,149 25,748 
Restricted cash, current154 222 
Prepaid and other2,478 1,476 
Total current assets54,187 49,160 
Property and equipment, net of accumulated depreciation of $884 and $807, respectively677 371 
Operating lease right-of-use assets800 477 
Deferred tax assets, net1,422 1,345 
Restricted cash184 177 
Goodwill4,884 4,219 
Intangible assets, net of accumulated amortization of $1,369 and $532, respectively4,796 5,488 
Other assets13 
Total assets$66,963 $61,242 
LIABILITIES AND STOCKHOLDERS’ EQUITY  
Current liabilities:  
Accounts payable$1,488 $871 
Accrued salaries, commissions, and benefits11,384 10,961 
Accrued expenses and other current liabilities7,077 6,748 
Note payable short term
1,250 750 
Operating lease obligations, current395 363 
Total current liabilities21,594 19,693 
Income tax payable80 470 
Operating lease obligations404 118 
Note payable long term
— 1,250 
Other liabilities519 395 
Total liabilities22,597 21,926 
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; 3,818 and
3,694 shares issued; 2,791 and 2,707 shares outstanding, respectively
Additional paid-in capital491,035 489,249 
Accumulated deficit(427,456)(434,523)
Accumulated other comprehensive loss, net of applicable tax(2,511)(85)
Treasury stock, 1,027 and 987 shares, respectively, at cost(16,706)(15,329)
Total stockholders’ equity44,366 39,316 
Total liabilities and stockholders’ equity$66,963 $61,242 

See accompanying notes to condensed consolidated financial statements.Condensed Consolidated Financial Statements.
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HUDSON GLOBAL, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(unaudited)
 
Nine Months Ended September 30,Nine Months Ended September 30,
2021202020222021
Cash flows from operating activities:Cash flows from operating activities:  Cash flows from operating activities:  
Net income (loss)$1,169 $(2,440)
Adjustments to reconcile net loss to net cash used in operating activities:  
Net incomeNet income$7,067 $1,169 
Adjustments to reconcile net income to net cash provided by operating activities:Adjustments to reconcile net income to net cash provided by operating activities:  
Depreciation and amortizationDepreciation and amortization340 73 Depreciation and amortization1,017 340 
Provision for doubtful accountsProvision for doubtful accounts— 33 Provision for doubtful accounts26 — 
(Benefit from) Provision for deferred income taxes(323)76 
Benefit from deferred income taxesBenefit from deferred income taxes(245)(323)
Stock-based compensationStock-based compensation1,795 571 Stock-based compensation1,786 1,795 
Changes in assets and liabilities, net of effect of dispositions:
(Increase) decrease in accounts receivable(8,334)833 
Changes in operating assets and liabilities, net of effect of dispositions:Changes in operating assets and liabilities, net of effect of dispositions:
Increase in accounts receivableIncrease in accounts receivable(6,154)(8,334)
Increase in prepaid and other assetsIncrease in prepaid and other assets(458)(418)Increase in prepaid and other assets(1,136)(458)
Increase (decrease) in accounts payable, accrued expenses and other liabilities6,654 (86)
Increase in accounts payable, accrued expenses and other liabilitiesIncrease in accounts payable, accrued expenses and other liabilities2,736 6,654 
Net cash provided by (used in) operating activities843 (1,358)
Net cash provided by operating activitiesNet cash provided by operating activities5,097 843 
Cash flows from investing activities:Cash flows from investing activities:  Cash flows from investing activities:  
Capital expendituresCapital expenditures(148)(19)Capital expenditures(430)(148)
Cash paid for acquisitions, net of cash acquiredCash paid for acquisitions, net of cash acquired(825)— 
Net cash used in investing activitiesNet cash used in investing activities(148)(19)Net cash used in investing activities(1,255)(148)
Cash flows from financing activities:Cash flows from financing activities:  Cash flows from financing activities:  
Payments for business acquisition liabilitiesPayments for business acquisition liabilities(620)— 
Proceeds from government lending— 1,326 
Purchase of treasury stockPurchase of treasury stock— (2,239)Purchase of treasury stock(1,131)— 
Purchase of restricted stock from employees(4)(14)
Cash paid for net settlement of employee restricted stock unitsCash paid for net settlement of employee restricted stock units(246)(4)
Net cash used in financing activitiesNet cash used in financing activities(4)(927)Net cash used in financing activities(1,997)(4)
Effect of exchange rates on cash, cash equivalents and restricted cashEffect of exchange rates on cash, cash equivalents and restricted cash(366)319 Effect of exchange rates on cash, cash equivalents and restricted cash(1,214)(366)
Net decrease in cash, cash equivalents and restricted cash325 (1,985)
Net increase in cash, cash equivalents and restricted cashNet increase in cash, cash equivalents and restricted cash631 325 
Cash, cash equivalents, and restricted cash, beginning of the periodCash, cash equivalents, and restricted cash, beginning of the period26,199 31,718 Cash, cash equivalents, and restricted cash, beginning of the period22,113 26,199 
Cash, cash equivalents, and restricted cash, end of the periodCash, cash equivalents, and restricted cash, end of the period$26,524 $29,733 Cash, cash equivalents, and restricted cash, end of the period$22,744 $26,524 
Supplemental disclosures of cash flow information:Supplemental disclosures of cash flow information:Supplemental disclosures of cash flow information:
Cash paid during the period for interest$— $
Cash received during the period for interestCash received during the period for interest$28 $139 Cash received during the period for interest$28 $28 
Net cash payments during the period for income taxesNet cash payments during the period for income taxes$746 $676 Net cash payments during the period for income taxes$2,322 $746 
Cash paid for amounts included in operating lease liabilities Cash paid for amounts included in operating lease liabilities$354 $198  Cash paid for amounts included in operating lease liabilities$390 $354 
Supplemental non-cash disclosures:Supplemental non-cash disclosures:Supplemental non-cash disclosures:
Right-of-use assets obtained in exchange for operating lease liabilitiesRight-of-use assets obtained in exchange for operating lease liabilities$684 $77 Right-of-use assets obtained in exchange for operating lease liabilities$772 $684 
Business acquisition contingent consideration liabilityBusiness acquisition contingent consideration liability$150 $— 
 
See accompanying notes to condensed consolidated financial statements.Condensed Consolidated Financial Statements. 
- 4 -


HUDSON GLOBAL, INC.
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(in thousands)
(unaudited)
 
Three Months EndedNine Months EndedThree Months EndedNine Months Ended
September 30, 2021September 30, 2020September 30, 2021September 30, 2020 September 30, 2022September 30, 2021September 30, 2022September 30, 2021
SharesValueSharesValueSharesValueSharesValue SharesValueSharesValueSharesValueSharesValue
Total stockholders' equity, beginning balance2,690 $34,803 2,685 $32,392 2,685 $34,280 2,936 $36,034 
Total stockholders’ equity, beginning balanceTotal stockholders’ equity, beginning balance2,822 $45,168 2,690 $34,803 2,707 $39,316 2,685 $34,280 
Common stock and additional paid-in capital:Common stock and additional paid-in capital:Common stock and additional paid-in capital:
Beginning balanceBeginning balance3,677 487,925 3,672 486,329 3,672 486,829 3,663 486,092 Beginning balance3,816 490,494 3,677 487,925 3,694 489,253 3,672 486,829 
Stock-based compensation expenseStock-based compensation expense17 699 — 334 22 1,795 571 Stock-based compensation expense545 17 699 124 1,786 22 1,795 
Ending balance Ending balance3,694 488,624 3,672 486,663 3,694 488,624 3,672 486,663  Ending balance3,818 491,039 3,694 488,624 3,818 491,039 3,694 488,624 
Treasury stock:Treasury stock:Treasury stock:
Beginning balanceBeginning balance(987)(15,329)(987)(15,325)(987)(15,325)(726)(13,072)Beginning balance(994)(15,555)(987)(15,329)(987)(15,329)(987)(15,325)
Purchase of treasury stockPurchase of treasury stock— — — — — — (260)(2,239)Purchase of treasury stock(33)(1,131)— — (33)(1,131)— — 
Purchase of restricted stock from employees— — — — — (4)(1)(14)
Purchase of net settled restricted stock from employeesPurchase of net settled restricted stock from employees— (20)— — (7)(246)— (4)
Ending balance Ending balance(987)(15,329)(987)(15,325)(987)(15,329)(987)(15,325) Ending balance(1,027)(16,706)(987)(15,329)(1,027)(16,706)(987)(15,329)
Accumulated other comprehensive (loss) income:
Accumulated other comprehensive income (loss):Accumulated other comprehensive income (loss):
Beginning balanceBeginning balance282 (822)526 (479)Beginning balance(1,360)282 (85)526 
Other comprehensive (loss) income(466)489 (710)146 
Other comprehensive lossOther comprehensive loss(1,151)(466)(2,426)(710)
Ending balance Ending balance(184)(333)(184)(333) Ending balance(2,511)(184)(2,511)(184)
Accumulated deficit:Accumulated deficit:Accumulated deficit:
Beginning balanceBeginning balance(438,075)(437,790)(437,750)(436,507)Beginning balance(428,411)(438,075)(434,523)(437,750)
Net income (loss)1,494 (1,157)1,169 (2,440)
Net incomeNet income955 1,494 7,067 1,169 
Ending balance Ending balance(436,581)(438,947)(436,581)(438,947) Ending balance(427,456)(436,581)(427,456)(436,581)
Total stockholders' equity, ending balance2,707 $36,530 2,685 $32,058 2,707 $36,530 2,685 $32,058 
Total stockholders’ equity, ending balanceTotal stockholders’ equity, ending balance2,791 $44,366 2,707 $36,530 2,791 $44,366 2,707 $36,530 


See accompanying notes to condensed consolidated financial statements.Condensed Consolidated Financial Statements.
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Index
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 StatesU.S. 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, 2020.2021.
    
    The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities, and the reported amounts of operating revenues and expenses. These estimates are based on management’s knowledge and judgments. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation of the Company’s financial position, results of operations, and cash flows at the dates and for the periods presented have been included. The results of operations for interim periods are not necessarily indicative of the results of operations for the full year. The condensed consolidated financial statements include the accounts of the Company and all of its wholly owned subsidiaries. Intra-entity balances and transactions between and among the Company and its subsidiaries have been eliminated in consolidation. Certain prior period amounts have been reclassified to conform to the current year presentation with no material impact on the condensed consolidated financial statements. For more information, see Note 2 to the Condensed Consolidated Financial Statements.


NOTE 2 – DESCRIPTION OF BUSINESS

    The Company is comprised of the operations, assets, and liabilities of the Company's 3Company’s three regional businesses of Hudsonbusinesses: the 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'sCompany’s RPO delivery teams utilize state-of-the-art recruitment process methodologies and project management expertise in their flexible, turnkey solutions to meet clients'clients’ ongoing business needs. The Company'sCompany’s RPO services include complete recruitment outsourcing, project-based outsourcing, contingent workforce solutions, and recruitment consulting.
On August 19, 2022, Hudson 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, Hudson 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 the Company’s global delivery capability by adding a substantial presence in India and the Philippines, fostering business in new markets, and further developing the Company’s technology recruitment capabilities.
On October 1, 2020, the Company completed its acquisition of Coit Staffing, Inc., which expanded its presence in the technology sector and established a Technology Group located in San Francisco. In addition to providing RPO services to clients in the tech sector, the Technology Group operates jointly with the Company’s existing teams in the Americas, Asia Pacific, and Europe to provide continuous access to knowledge regarding new and emerging technologies in the RPO, Managed Solutions Provider, and Total Talent Solutions space,spaces, enabling the Company to better serve its clients around the world.
    The Company operates directly in 12fourteen countries with 3three reportable geographic business segments: Americas, Asia Pacific, and Europe. See Note 1314 to the Condensed Consolidated Financial Statements for further details regarding the reportable segments.

In December 2019, a novel strain of coronavirus, referred to as COVID-19, was reported to have originated in Wuhan, Hubei Province, China.reported. On January 30,March 11, 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. ManyDespite
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Index
HUDSON GLOBAL, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts)
(unaudited)
the decline in infection rates, the COVID-19 pandemic continues to have a lasting impact on various aspects of our business including but not limited to workforce shortages.

Some countries around the world have imposed quarantines and restrictions on travel and mass gatherings to slow the spread of the virus. COVID-19 continues to have an impact around the world and presents risks to the Company, which the Company is unable to fully evaluate or foresee at the current time. However, the Company is vigilantly monitoring the business environment surrounding COVID-19 and continues to proactively address this situation as it evolves. The Company believes it can continue to take appropriate actions to manage the business in this challenging environment due to the flexibility of its workforce and the strength of its balance sheet.

In 2020, in connection with the COVID-19 pandemic, certain foreign government organizations offered 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 recognized 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 nine months ended
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Index
HUDSON GLOBAL, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts)
(unaudited)
September 30, 2020, the Company received $199 and $464, respectively, related to foreign government assistance, included within Other income (expense), net. In the U.S., the Company received a $1.3 million loan in the second quarter of 2020 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”). The SBA approved the forgiveness of the full amount of the loan on November 30, 2020. For more information, see Note 10.
    

NOTE 3 – ACCOUNTING PRONOUNCEMENTS

Adoption of New Accounting Pronouncements

On January 1, 2021, the Company adopted Accounting Standards Update (“ASU”) 2019-12, “Income Taxes (“Topic 740”): Simplifying the Accounting for Income Taxes”. The standard simplifies accounting for income taxes by removing certain exceptions to the general principles in Topic 740. The ASU also clarifies and amends existing guidance to improve consistent application. For public business entities, this standard is effective for fiscal years and interim periods within those fiscal years beginning after December 15, 2020. The adoption of this standard did not have a material impact on the condensed consolidated financial statements.
    
Recent Accounting Standard Update Not Yet Adopted

    In June 2016, the Financial Accounting Standards Board (the “FASB”) issued ASU 2016-13, “Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments” (“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 require a loss to be incurred before it is recognized. The new standard applies to trade receivables arising from revenue transactions such as contract assets and accounts receivable. Under Accounting Standards Codification (“ASC”) 606, revenue is recognized when, among other criteria, it is probable that an entity will collect the consideration it is entitled to when goods or services are transferred to a customer. When trade receivables are recorded, they become subject to the CECL model and estimates of expected credit losses on trade receivables over their contractual life will be required to be recorded at inception based on historical information, current conditions, and reasonable and supportable forecasts. This guidance is effective for smaller reporting companies with annual periods beginning after December 15, 2022, including the interim periods in the year. Early adoption is permitted. The Company is evaluating the effect of adopting this new accounting guidance, and will adopt the guidance when it becomes effective.


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 input or output measure,method, as the control of the promised services is transferred to the client in an amount that reflects the consideration we expect to be entitled to in exchange for those services. The majority of our contracts are short-term in nature as they include termination clauses that allow either party to cancel within a short termination period, without cause. Revenue includes billable travel and other reimbursable costs and is reported net of sales or use taxes collected from clients and remitted to taxing authorities.

    We generally determine standalone selling prices based on the prices included in theour 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
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Index
HUDSON GLOBAL, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts)
(unaudited)
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 theysuch 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
- 7 -

Index
HUDSON GLOBAL, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts)
(unaudited)
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 transfertransferring control of services. Other than deferred revenue, we do not have any material contract assets or liabilities as of and for the nine months ended September 30, 20212022 and 2020.2021. As of September 30, 20212022 and 2020,December 31, 2021, deferred revenue was $422$223 and $248,$533, respectively.

    Payment terms vary by client and the services offered. We consider payment terms that exceed one year to be extended payment terms. Substantially all of the Company'sCompany’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'contractors’ billing rates, and are ultimately responsible for paying them.

    RPO Recruitment. We provide complete recruitment outsourcing, project-based outsourcing, and recruitment consulting for clients'clients’ permanent staff hires. We recognize revenue for our RPO recruitment over time in an amount that reflects the consideration we expect to be entitled to and have an enforceable right to payment in exchange for our services. The client simultaneously receives and consumes the benefits of the services as they are provided. The transaction prices contain both fixed fees and variable consideration. Variable consideration is constrained by candidates accepting offers of permanent employment. We recognize revenue on 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, sometimes offered on a standalone basis and sometimes offered as part of a blended total talent solution. We recognize revenue for our contracting services over time as services are performed in an amount that reflects the consideration we expect to be entitled to and have an enforceable right to payment in exchange for our services, which is generally calculated as hours worked multiplied by the agreed-upon hourly bill rate. The client simultaneously receives and consumes the benefits of the services as they are provided. We do not incur incremental costs to obtain our contracting contracts. The costs incurred to fulfill these contracts are expensed as incurred.

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

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

Disaggregation of Revenue

    The following table presents our disaggregated revenues by revenue source. For additional information on the disaggregated revenues by geographical segment, see Note 13 to the Condensed Consolidated Financial Statements.
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Index
HUDSON GLOBAL, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts)
(unaudited)
Three Months Ended September 30,
 20212020
RPO Recruitment$17,593 $8,780 
Contracting27,417 16,633 
Total Revenue$45,010 $25,413 
Nine Months Ended September 30,
20212020
RPO Recruitment$44,625 $27,488 
Contracting74,520 46,629 
Total Revenue$119,145 $74,117 
Disaggregation of Revenue

    The following table presents our disaggregated revenues by revenue source. For additional information on the revenues by geographical segment, see Note 14 to the Condensed Consolidated Financial Statements.
Three Months Ended September 30,
 20222021
RPO Recruitment$23,801 $17,593 
Contracting24,885 27,417 
Total Revenue$48,686 $45,010 
Nine Months Ended September 30,
20222021
RPO Recruitment$75,775 $44,625 
Contracting75,789 74,520 
Total Revenue$151,564 $119,145 

NOTE 5 – ACQUISITION

Hunt & Badge Consulting Private Limited

On October 1, 2020,August 19, 2022, the Company entered into an asseta share purchase agreement (the “APA”) by and among the Company, Hudson Coit, Inc.,RPO Limited, a wholly-ownedwholly owned subsidiary of the Company (“HnB Buyer”), Coit Staffing, Inc.Hunt & Badge Consulting Private Limited (“Seller”), Joe Belluomini, and Tim Farrelly (together with Mr. Belluomini, the “Principals”)certain principals of HnB, and completed the acquisition by HnB Buyer of substantially all of the assets used in the businessmembership interests of the Seller as set forth in the APA (the “Acquisition”“HnB Acquisition”).

Hunt & Badge Consulting Private Limited 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.
Per
In connection with the terms of the APA, theHnB Acquisition, Seller received (i) $3,997 1,064in cash, subject to certain adjustments, set forth in the APA at the closing of the Acquisition; (ii)HnB Acquisition. Additionally, Seller has a promissory note in the aggregate principal amount of $1,350, payable in annual installments of $450 per year on the first, second, and third anniversaries of the closing; (iii) $500 worth of shares of the Company’s common stock, with the amount of such sharescontingent right to be determined by dividing $500 by the weighted average price of the Company’s common stock for the five trading days prior to the closing date, to be issued in three equal installments on each of the 10-month, 20-month, and 30-month anniversaries of the closing date; and (iv)receive earn-out payments not to exceed $1,500 and $2,030$350 in the years ended December 31, 2021 and 2022, respectively, based uponaggregate payable over an eighteen-month period, subject to the achievement of certain performance thresholds in those years. In additionand, the Principals each entered into employment agreements with the Company for a termsatisfaction of two years.certain conditions.

The HnB Acquisition was accounted for as a business combination under the acquisition method of accounting. TheThe purchase price of $1,274, which consists of the amount paid in cash of $3,997, which$1,064, a preliminary working capital adjustment of $60, net of an owner receivable of $15, 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 October 1, 2020,August 19, 2022, with the excess recorded as goodwill. The purchase price included $314 of cash and cash equivalents acquired. As of September 30, 2022, the estimated fair value for the contingent earn-out payments that the Company incurred transaction costs related to the acquisition of $436 that were expensedclassified as part of Office and general on the Consolidated Statements of Operations includedLevel 3 in the Company’s Annual Reportfair value hierarchy was $150, which is based on Form 10-K forachievement of 70%of the year endedspecified revenue targets. These fair value estimates are classified as Level 3 measurements, and they are based on significant inputs not observed in the market and reflect our own assumptions (forecasted revenue) through December 31, 2020.2023.

The promissory note and sharesIn determining the fair value of the Company’s common stock to be paid tocontingent consideration liability, the Seller as outlined inCompany used an estimate based on a number of possible projections over the APA are tied toearn-out period. Given the continuing employmentshort duration of the Principalsearn-out period, the fair value of contingent liability was measured on an undiscounted basis. The Company will continue to reassess the fair value of the acquisition-related contingent consideration at the Company, and therefore have been accounted foreach reporting period based on additional information as compensation expense.it becomes available. This compensation expense is recorded on a straight-line basis under the assumption that the Principals will remain employed by the Company, and therefore that the notecontingent consideration will be paid in full andremeasured quarterly. If, as a result of remeasurement, the sharesvalue of the contingent consideration changes, any charges or income will be issued. For the threemarked to market and nine months ended September 30, 2021, the Company recognized $59 and $241, respectively,included in stock-based compensation associated with the 52,226 restricted shares of common stock to be issued over 30 months (see Note 6 to the Condensed Consolidated Financial Statements). In addition, in the three and nine months ended September 30, 2021, the Company recognized expense of $91 and $272, respectively, related to the promissory note, and $475 and $975, respectively, related to earn-out payments. The amount due associated with the promissory note payable to the Seller is reflected in Accrued expenses and other current liabilities“Other income (expense), net” on the Consolidated Balance Sheets. The compensation expense recognized of $625 and $1,488 for the three and nine months ended September 30, 2021, respectively, is reflected in Salaries and related expenses on the Condensed Consolidated Statements of Operations.

The Company’s Consolidated Statements of Operations for the three and nine months ended September 30, 2021 included revenue of $3,032 and $6,248, respectively, and net loss of $8 and $496, respectively, from the acquired company.

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Index
HUDSON GLOBAL, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts)
(unaudited)
Company’s Condensed Consolidated Statements of Operations. For the three months ended September 30, 2022, no gains or losses were recognized in earnings for changes in the remeasurement of the contingent consideration.

The estimate of the fair value of contingent consideration requires very subjective assumptions to be made of various potential revenue results. The values assigned to the assets acquired and liabilities assumed are based on the fair value available and may be adjusted during the measurement period of up to 12 months from the date of acquisition as further information becomes available. Excluding the contingent consideration, any changes in the fair values of the assets acquired and liabilities assumed during the measurement period may result in adjustments to goodwill. The Company incurred transaction costs related to the HnB Acquisition of $37 that were expensed as part of “Office and general”.

The Company’s Consolidated Statements of Operations for the three months ended September 30, 2022 included revenue of $18 and net income of $3 from HnB.

Below is a summary of the fair value of the net assets acquired on the acquisition date based on internal valuations at the date of acquisition.
Fair Value
Assets Acquired:
Cash and cash equivalents$314 
Accounts receivable84 
Prepaid expenses and other assets77 
Property and equipment35 
Intangible assets150 
Goodwill687 
Assets Acquired$1,347 
Liabilities Assumed:
Accrued expenses and other current liabilities$20 
Other long-term liabilities53 
Liabilities Assumed$73 
Fair value of net assets acquired and consideration transferred$1,274 
Intangible assets are amortized on a straight-line basis over their estimated useful lives. The following table sets forth the components of identifiable intangible assets acquired and their estimated useful lives on the date of acquisition.

Fair ValueUseful Life
Non-compete agreements$40 3 years
Customer lists60 3 years
Trade name50 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.

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Index
HUDSON GLOBAL, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts)
(unaudited)
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. The purchase price included $737 of cash and cash equivalents acquired. The Company incurred transaction costs related to the acquisition of approximately $200 that were expensed as part of Office and general on the Consolidated Statements of Operations included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021. In addition to the purchase price, Hudson agreed to pay a $250 retention payment to the Chief Financial Officer of Karani, which is classified as compensation expense, recorded on a straight-line basis.

The Company’s Consolidated Statements of Operations for the three and nine months ended September 30, 2022 included revenue of $2,541 and $7,658, respectively, and net income of $385 and $744, respectively, from Karani.

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:
Accounts receivableCash and cash equivalents$518737 
Accounts receivable1,521 
Restricted cash, current50 
Prepaid expenses and other assets177 
Property and equipment119 
Operating lease right-of-use assets100 
Restricted cash
Other long-term assets19 
Intangible assets1,4804,540 
Goodwill2,0882,131 
Assets Acquired$4,0869,397 
Liabilities Assumed:
Accrued commissionsexpenses and other current liabilities$44436 
Deferred revenueOperating lease obligations, current4588 
Operating lease obligations, non current12 
Other long-term liabilities188 
Liabilities Assumed$89724 
Fair value of net assets acquired and consideration transferred$3,9978,673 
Intangible assets are amortized on a straight-line basis over their estimated useful lives. The following table sets forth the components of identifiable intangible assets acquired and their estimated useful lives as ofon the date of acquisition.

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Index
HUDSON GLOBAL, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts)
(unaudited)
Fair ValueUseful Life
Non-compete agreementsDeveloped technology$80640 23 years
Customer lists2,800 6 years
Trade name4001,100 5 years
Customer lists1,000 510 years
Total identifiable assets$1,4804,540 
Unaudited Pro Forma Financial Information

The following unaudited consolidated pro forma information gives effect to the acquisitionacquisitions of Coit Staffing, Inc.Karani and HnB as if the transactiontransactions had occurred on January 1, 2020.2021.
Three Months EndedNine Months EndedSeptember 30, 2022September 30, 2021
September 30, 2020Three Months EndedNine Months EndedThree Months EndedNine Months Ended
RevenueRevenue$26,722 $77,377 Revenue$48,761 $151,800 $47,574 $125,558 
Net loss$(566)$(1,982)
Net incomeNet income$983 $7,115 $1,724 $1,491 

The unaudited pro forma supplemental information provided above is based on estimates and assumptions that the Company believes are reasonable, and reflects the pro forma impact of additional amortization related to the fair value of acquired intangible assets for the three and nine months ended September 30, 2022 and 2020.2021. This supplemental pro forma information has been prepared for comparative purposes and is not intended to reflect what would have occurred had the HnB Acquisition and the Karani Acquisition taken place on January 1, 2020.2021.



- 10 -

Index
HUDSON GLOBAL, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts)
(unaudited)
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 on May 24, 2016 and further amended on September 14, 2020 (the “ISAP”), pursuant to which it can issue equity-based compensation incentives to eligible participants. The ISAP permits the granting of stock options, restricted stock, restricted stock units, and other types of equity-based awards. The Compensation Committee (the “Compensation Committee”) of the Board of Directors (the “Board”) will establish such conditions as it deems appropriate on the granting or vesting of stock options, restricted stock, restricted stock units, and other types of equity-based awards. As determined by the Compensation Committee, equity awards also may be subject to immediate vesting upon the occurrence of certain events following a change in control of the Company. The Company primarily grants restricted stock and restricted stock units to its employees. A restricted stock unit is equivalent to one share of the Company’s common stock and is payable only in common stock of the Company issued under the ISAP.
    The Compensation Committee administers the ISAP and may designate any of the following as a participant under the ISAP: any officer or other employee of the Company or its affiliates or individuals engaged to become an officer or employee; consultants or other independent contractors who provide services to the Company or its affiliates; and non-employee directors of the Company. On September 14, 2020,May 17, 2022, the Company'sCompanys stockholders at the 2022 Annual Meeting of Stockholdersapproved amendments to the ISAP to, among other things, increase the number of shares of the Company'sCompanys common stock that are reserved for issuance by 250,000 shares. As of September 30, 2021,2022, there were 92,562235,616 shares of the Company’s common stock available for future issuance under the ISAP.
All share issuances related to stock compensation plans are issued from the aforementioned stock available for future issuance under stockholder approved compensation plans.plan.
In the three months ended March 31,first quarter of 2021, the Company granted restricted stock units subject to performance vesting conditions for the years ended December 31, 20202021 and December 31, 2020 of 73,596 and 53,075, respectively. In addition, in the first quarter of 2021, the Company granted 25,500 of 53,075 and 73,596, respectively.discretionary time-vested stock units to certain employees that were not subject to performance conditions. For the three and nine months ended September 30, 2021,2022, the Company granted 6,00050,160 restricted stock units
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Index
HUDSON GLOBAL, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and 31,500, respectively,per share amounts)
(unaudited)
subject to performance vesting conditions for the year ended December 31, 2022, and granted 5,250 of discretionary time-vested stock units to certain employees that were not subject to performance conditions.
A summary of the quantity and vesting conditions for stock-based units granted to the Company'sCompanys employees for the nine months ended September 30, 20212022 was as follows:
Vesting conditionsNumber of Restricted Stock Units Granted
Performance and service conditions - Type 1 (1) (2)
66,22034,493 
Performance and service conditions - Type 2 (1) (2)
60,45115,667 
Service conditions only - Type 1 (2)
31,5005,250 
Total shares of stock award granted158,17155,410 

(1)The performance conditions with respect to restricted stock units may be satisfied as follows: 
(a)For employees from the Americas, Asia Pacific, and Europe, (i) 70% of the restricted stock units may be earned on the basis of performance as measured by a “regional adjusted EBITDA”, and (ii) 30% of the restricted stock units may be earned on the basis of performance as measured by a “group adjusted EBITDA”; and
(b)For grants to Corporate office employees subject to 2020 performance conditions, 75% of the restricted stock units may be earned on the basis of performance as measured by a “group adjusted EBITDA”, and 25% of the restricted stock units may be earned on the basis of performance as measured by a “corporate costs” target. For grants to Corporate office employees subject to 20212022 performance conditions, 100% of the restricted stock units may be earned on the basis of performance as measured by a “group adjusted EBITDA”.; and.
(c)For grants to Coit Principals subject to 20212022 performance conditions, 100% of the restricted stock units may be earned on the basis of performance as measured by a “Coit EBITDA”.

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Index
HUDSON GLOBAL, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts)
(unaudited)
(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'sCompany’s Board. The restricted stock units vest immediately upon grant and are credited to each of the non-employee director'sdirector’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'sCompany’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 nine months ended September 30, 2021,2022, the Company granted 22,4348,321 restricted stock units to its non-employee directors pursuant to the Director Plan.
    As of September 30, 2021, 230,7572022, 222,607 restricted stock units are deferred under the Company’s ISAP.
    For the three and nine months ended September 30, 2021 andOn October 1, 2020, the Company’s stock-based compensation expense related to stock options andCompany granted 52,226 restricted stock units was as follows:
Three Months Ended September 30,Nine Months Ended September 30,
2021202020212020
Restricted shares of common stock (see Note 5)$59 $— $241 $— 
Restricted stock units640 334 1,554 571 
Total$699 $334 $1,795 $571 
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 shareshares of common stock onto be issued over 30 months in connection with the dateacquisition of grant.
The Company had 5,000 stock options with a weighted average exercise priceCoit Staffing, Inc. See “Shares of $24.90 per share that expiredCommon Stock” in the fourth quarter of 2020.
Restricted Stock Units
    As of September 30, 2021, the Company had $1,776 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 1.23 years. Restricted stock units have no voting or dividend rights until the awards are vested.this Note 6 for additional information.
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Index
HUDSON GLOBAL, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts)
(unaudited)
    For the three and nine months ended September 30, 2022 and 2021, the Company’s stock-based compensation expense related to restricted stock units and restricted shares of common stock were as follows:
Three Months Ended September 30,Nine Months Ended September 30,
2022202120222021
Restricted shares of common stock$17 $59 $91 $241 
Restricted stock units528 640 1,695 1,554 
Total$545 $699 $1,786 $1,795 
Restricted Stock Units
    As of September 30, 2022, the Company had $2,049 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 1.22 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 nine months ended September 30, 20212022 and 20202021 were as follows:
 Nine Months Ended September 30,
 20212020
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 1,14,676 $15.45 63,436 $15.12 
Granted180,605 $15.93 10,310 $9.01 
Vested(30,977)$17.15 (33,188)$12.83 
Forfeited(12,411)$14.54 (22,384)$15.20 
Unvested restricted stock units at September 30,151,893 $15.74 18,174 $15.75 

Nine Months Ended September 30, 2022
Performance-basedTime-based/DirectorTotal
Number of Shares of Restricted Stock UnitsWeighted Average Grant-Date Fair ValueNumber of Shares of Restricted Stock UnitsWeighted Average Grant-Date Fair ValueNumber of Shares of Restricted Stock UnitsWeighted Average Grant-Date Fair Value
Unvested restricted stock units at January 1, 2022121,393 $15.88 46,500 $17.15 167,893 $16.23 
Granted50,160 $35.37 13,571 $37.67 63,731 $35.86 
Shares earned above target (a)36,884 $16.70 — $— 36,884 $16.70 
Vested(78,251)$15.99 (18,056)$25.87 (96,307)$17.84 
Forfeited— $— (3,675)$16.04 (3,675)$16.04 
Unvested restricted stock units at September 30, 2022130,186 $23.56 38,340 $20.41 168,526 $22.84 
(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.

Nine Months Ended September 30, 2021
Performance-basedTime-based/DirectorTotal
Number of Shares of Restricted Stock UnitsWeighted Average Grant-Date Fair ValueNumber of Shares of Restricted Stock UnitsWeighted Average Grant-Date Fair ValueNumber of Shares of Restricted Stock UnitsWeighted Average Grant-Date Fair Value
Unvested restricted stock units at January 1, 202114,676 $15.45 — $— 14,676 $15.45 
Granted126,671 $15.79 53,934 $16.24 180,605 $15.93 
Vested(8,543)$15.68 (22,434)$17.71 (30,977)$17.15 
Forfeited(11,411)$14.54 (1,000)$14.54 (12,411)$14.54 
Unvested restricted stock units at September 30, 2021121,393 $15.88 30,500 $15.21 151,893 $15.74 
Restricted (a)    The number of shares earned above target are based on the performance target established by the Compensation Committee at the initial grant date.
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Index
HUDSON GLOBAL, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts)
(unaudited)
Shares of Common Stock 
As of September 30, 2021,2022, the Company had approximately $167$33 of unrecognized stock-based compensation expense related to outstanding unvested restricted shares of common stock issued in connection with the Acquisition (see Note 5).acquisition of Coit Staffing Inc. These shares had a grant price of $9.57 and a remaining average expected life of 1.080.50 years. Restricted shares of common stock have no voting or dividend rights until the awards are vested.    
Changes in the Company’s restricted shares of common stock for the nine months ended September 30, 2022 and 2021 were as follows:
 Nine Months Ended September 30,
 2021
Number of
Restricted
Shares of Common Stock
Weighted
Average
Grant-Date
Fair Value
Unvested restricted shares of common stock at January 1,52,226 $9.57 
Vested(17,408)$9.57 
Unvested restricted shares of common stock at September 30,34,818 $9.57 

 Nine Months Ended September 30,
 20222021
Number of
Restricted
Shares of Common Stock
Weighted
Average
Grant-Date
Fair Value
Number of
Restricted
Shares of Common Stock
Weighted
Average
Grant-Date
Fair Value
Unvested restricted shares of common stock at January 134,818 $9.57 52,226 $9.57 
Vested(17,408)$9.57 (17,408)$9.57 
Unvested restricted shares of common stock at September 3017,410 $9.57 34,818 $9.57 

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 enacted measures to provide aid and economic stimulus packages. These measures included 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., included 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 nine months ended
- 13 -

Index
HUDSON GLOBAL, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts)
(unaudited)
September 30, 2021, or to our net deferred tax assets as of September 30, 2021. 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 nine months ended September 30, 20212022 was $475$1,657 on a pre-tax income of $1,644,$8,724, compared to a provision for income taxes of $538$475 on pre-tax lossincome of $1,902$1,644 for the same period in 2020.2021. The Company’s effective income tax rate was positive 29%19% and negative 28%positive 29% for the nine months ended September 30, 20212022 and 2020,2021, respectively. For the nine months ended September 30, 20212022 and 2020,2021, the effective tax rates differed from the U.S. Federal statutory rate of 21% primarily due to a discrete tax benefit recognized following the settlement of Canadian withholding taxes, 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, taxes on repatriations or deemed repatriation of foreign profits, and non-deductible expenses.
Uncertain Tax Positions 
    As of both September 30, 20212022 and December 31, 2020,2021, the Company had $360, and $669, 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 September 30, 20212022 and December 31, 2020,2021, the Company had $148$124 and $594,$110, respectively, of accrued interest and penalties associated with unrecognized tax benefits.
        In July 2021, The Canada Tax Authority concluded its assessment of certain historical tax positions. In connection with settling these tax positions, the Company recorded a benefit of approximately $560 from the reversal of tax, interest, and penalties in Canada.
Based on information available as of September 30, 2021,2022, it is reasonably possible that the total amount of unrecognized tax benefits will neither increase norcould decrease by up to $400 over the next 12 months as a result of projected resolutions of global tax examinations and controversies and potential expirations of the applicable statutes of limitations.
- 15 -

Index
HUDSON GLOBAL, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts)
(unaudited)
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 September 30, 2021,2022, the Company'sCompany’s open tax years, which remain subject to examination by the relevant tax authorities, are between 20132014 and 20202021 depending on the jurisdiction.
    The Company believes that its unrecognized tax benefits as of September 30, 20212022 are appropriately recordedreflected for all years subject to examination above.

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

The Company recorded a valuation allowance against all of our deferred tax assets for NOLs and Capital Losses as of September 30, 2022 and December 31, 2021. We intend to continue maintaining a full valuation allowance on our deferred tax assets for NOLs until there is sufficient evidence to support the reversal of all or some portion of these allowances in the future.
    
NOTE 8 – EARNINGS (LOSS) PER SHARE
    Basic earnings (loss) per share is computed by dividing the Company’s net income (loss) by the weighted average number of shares outstanding during the period. When the effects are not anti-dilutive, diluted earnings (loss) per share is computed by dividing the Company’s net income (loss) by the weighted average number of shares outstanding and the impact of all dilutive potential common shares, primarily stock options “in-the-money”, unvested restricted stock, and unvested restricted stock units. The dilutive impact of stock options, unvested restricted stock, and unvested restricted stock units is determined by applying the “treasury stock” method. Performance-based restricted stock awards are included in the computation of diluted earnings per share only to the extent that the underlying performance conditions: (i) are satisfied prior to the end of the reporting period; or (ii) would be satisfied if the end of the reporting period were the end of the related performance period and the result would be dilutive under the treasury stock method. Stock awards subject to vesting or exercisability based on the achievement of market conditions are included in the computation of diluted earnings per share only when the market conditions are met.
    A reconciliation of the numerators and denominators of the basic and diluted lossearnings per share calculations for the three and nine months ended September 30, 20212022 and 20202021 were as follows:

 Three Months Ended September 30,Nine Months Ended September 30,
2022202120222021
Earnings per share (“EPS”):    
Basic$0.31 $0.51 $2.35 $0.40 
Diluted$0.30 $0.49 $2.25 $0.39 
EPS numerator - basic and diluted:
Net income$955 $1,494 $7,067 $1,169 
EPS denominator (in thousands):   
Weighted average common stock outstanding - basic3,034 2,931 3,010 2,910 
Common stock equivalents: restricted stock units and restricted shares of common stock116 91 128 66 
Weighted average number of common stock outstanding - diluted3,150 3,022 3,138 2,976 



- 1416 -

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

 Three Months Ended September 30,Nine Months Ended September 30,
2021202020212020
Earnings (loss) per share (“EPS”):    
Basic$0.51 $(0.41)$0.40 $(0.84)
Diluted$0.49 $(0.41)$0.39 $(0.84)
EPS numerator - basic and diluted:
Net income (loss)$1,494 $(1,157)$1,169 $(2,440)
EPS denominator (in thousands):   
Weighted average common stock outstanding - basic2,931 2,858 2,910 2,920 
Common stock equivalents: restricted stock units and restricted shares of common stock91 — (a)66 — (a)
Weighted average number of common stock outstanding - diluted3,022 2,858 2,976 2,920 


(a)The diluted weighted average number of shares of common stock outstanding did not differ from the basic weighted average number of shares of common stock outstanding because the effects of any potential common stock equivalents (see Note 6 to the Condensed Consolidated Financial Statements for further details on 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 earnings or loss per share for the three and nine months ended September 30, 20212022 and 20202021 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 September 30,Nine Months Ended September 30,Three Months Ended September 30,Nine Months Ended September 30,
20212020202120202022202120222021
Unvested restricted shares of common stockUnvested restricted shares of common stock— — — — 
Unvested restricted stock unitsUnvested restricted stock units22,540 — 17,750 — 
Unvested restricted stock units— 18,174 — 18,174 
Stock options— 5,000 — 5,000 
TotalTotal— 23,174 — 23,174 Total22,540 — 17,750 — 

- 15 -

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


NOTE 9– GOODWILL AND INTANGIBLE ASSETS

Goodwill

The Company recorded goodwill of $687 on August 19, 2022 in connection with the HnB Acquisition, $2,131 on October 29, 2021 in connection with the Karani Acquisition, and $2,088 on October 1, 2020 in connection with its the acquisition of Coit Staffing Inc. on October 1, 2020. (seeSee Note 5 for further information)information on the HnB Acquisition and the Company has not had any subsequent acquisitions.Karani Acquisition) Prior to.

For the Acquisitionnine months ended September 30, 2022 and the Company had no goodwill.twelve months ended December 31, 2021, the changes in carrying amount of goodwill were as follows:

Carrying Value
2022
Goodwill, January 1,$4,219 
Acquisition687 
Currency translation(22)
Goodwill, September 30,$4,884 

Carrying Value
2021
Goodwill, January 1,$2,088 
Acquisition2,131 
Currency translation— 
Goodwill, December 31, 2021$4,219 
- 17 -

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




Intangible Assets

In connection with the Acquisition theThe Company’s Intangibleintangible assets consisted of the following components:

September 30, 2021Average Remaining Amortization Useful Lives
(in years)
Gross Carrying
Amount
Accumulated
Amortization
Net Carrying
Amount
September 30, 2022September 30, 2022Weighted Average Remaining Amortization Useful Lives
(in years)
Gross Carrying
Amount
Accumulated
Amortization
Net Carrying
Amount
Non-compete agreementsNon-compete agreements1.00$80 $(40)$40 Non-compete agreements1.0$119 $(82)$37 
Trade nameTrade name4.00400 (80)320 Trade name7.41,548 (261)1,287 
Customer listsCustomer lists4.001,000 (200)800 Customer lists4.53,858 (830)3,028 
Developed technologyDeveloped technology2.1640 (196)444 
$1,480 $(320)$1,160 $6,165 $(1,369)$4,796 

December 31, 2020Average Remaining Amortization Useful Lives
(in years)
Gross Carrying
Amount
Accumulated
Amortization
Net Carrying
Amount
December 31, 2021December 31, 2021Weighted Average Remaining Amortization Useful Lives
(in years)
Gross Carrying
Amount
Accumulated
Amortization
Net Carrying
Amount
Non-compete agreementsNon-compete agreements1.75$80 $(10)$70 Non-compete agreements0.8$80 $(50)$30 
Trade nameTrade name4.75400 (20)380 Trade name8.21,500 (118)1,382 
Customer listsCustomer lists4.751,000 (50)950 Customer lists5.33,800 (328)3,472 
Developed technologyDeveloped technology2.8640 (36)604 
$1,480 $(80)$1,400 $6,020 $(532)$5,488 
Amortization expense for the three and nine months ended September 30, 2022 was $282 and $837, respectively.Intangible assets are amortized on a straight-line basis over their estimated useful lives. Non-compete agreements are amortized over 2 yearsNo and Trade names and Customer lists are amortized over 5 years. Amortization expense for the three and nine months ended September 30, 2021 was $80 and $240, respectively. No impairment in the value of amortizing or non-amortizingamortizable intangible assets was recognized during the three and nine months ended September 30, 2021, respectively.2022 and 2021.
- 18 -

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


Estimated future amortization expense for intangible assets for the remainder of the fiscal year ending December 31, 2021,2022, and for each of the next four fiscal years are as follows:

2021$80 
20222022310 2022$278 
20232023280 20231,112 
20242024280 20241,076 
20252025210 2025817 
20262026586 
ThereafterThereafter927 
$1,160 $4,796 

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

- 16 -
January 1, 2022
Beginning Balance
AcquisitionAmortizationTranslation and Other
September 30, 2022
Ending Balance
Non-compete agreements$30 $40 $(32)$(1)$37 
Trade name1,382 50 (144)(1)1,287 
Customer lists3,472 60 (501)(3)3,028 
Developed technology604 — (160)— 444 
$5,488 $150 $(837)$(5)$4,796 

Index
HUDSON GLOBAL, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts)
(unaudited)
NOTE 10 – COMMITMENTS AND CONTINGENCIES
Litigation and Complaints 
    The Company is subject, from time to time, to various claims, lawsuits, contracts disputes, and other complaints from, for example, clients, candidates, suppliers, landlords for both leased and subleased properties, former and current employees, and regulators or tax authorities arising in the ordinary course of business. The Company routinely monitors claims such as these, and records provisions for losses when the claim becomes probable and the amount due is estimable. Although the outcome of these claims cannot be determined, the Company believes that the final resolution of these matters will not have a material adverse effect on the Company’s financial condition, results of operations or liquidity.
    For matters that reach the threshold of probable and estimable, the Company establishes reserves for legal, regulatory, and other contingent liabilities. The legal reserves are included under the caption “Other non-current liabilities” in the Condensed Consolidated Balance Sheets. The Company'sCompany did not have any legal reserves were $0 as of September 30, 20212022 and December 31, 2020, respectively.2021.
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.

    Our office space leases have lease terms of one year to threefive 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 nine months ended September 30, 2022 and 2021 were $863 and 2020 were $523, and $407, respectively (reflected in Net cash used in operating activities). The weighted average remaining lease term of our operating leases as of September 30, 20212022 was 1.52.6 years.
- 19 -

Index
HUDSON GLOBAL, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts)
(unaudited)
    As of September 30, 2021,2022, future minimum operating lease payments are as follows:
202120222023Total
Minimum lease payments$122 $281 $118 $521 
202220232024202520262027Total
Minimum lease payments$128 $340 $146 $88 $90 $$799 
    
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 September 30, 2021,2022, there were no amounts outstanding under the NAB Facility Agreement. Interest expense and fees incurred on the NAB Facility Agreement were $5 and $14 for the three and nine months ended September 30, 2022, respectively, and $5 and $15 for the three and nine months ended September 30, 2021, respectively, and $4 and $14 for the three and nine months ended September 30, 2020, respectively.

    The NAB Facility Agreement contains various restrictions and covenants for the Australian Borrower including (1) that EBITDA must be at least 2two times total interest paid on debt on a 12-month rolling basis; (2) minimum tangible net worth must be at least 2.5 million Australian dollars and be equal to at least 25% of total tangible assets on June 30 and December 31 (as defined in the NAB Facility Agreement); and (3) additional periodic reporting requirements to NAB. The Australian Borrower was in compliance with all financial covenants under the NAB Facility Agreement as of September 30, 2021.
- 17 -

Index
HUDSON GLOBAL, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts)
(unaudited)
2022.

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

Paycheck Protection Program

    On April 26, 2020, the Company’s wholly owned U.S. subsidiary, Hudson Global Resources Management, Inc., received a $1,326 loan in connection with the PPP as part of the CARES Act, administered by the 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 was expected to impact the business. The PPP loan proceeds were used to help offset payroll costs as stipulated in the legislation.

    The PPP loan had a 1.00% interest rate and was scheduled to mature on April 26, 2022. The loan was subject to the terms and conditions applicable to loans administered by the SBA under the CARES Act. The Company complied with all provisions related to the PPP loan. The Company submitted its application for loan forgiveness in September 2020, and the SBA approved the forgiveness of the full amount of the loan on November 30, 2020.


NOTE 11 – ACCUMULATED OTHER COMPREHENSIVE LOSS

    Accumulated other comprehensive loss, net of applicable tax, consisted of the following:
September 30,December 31,September 30,December 31,
2021202020222021
Foreign currency translation adjustmentsForeign currency translation adjustments$(184)$526 Foreign currency translation adjustments$(2,511)$(85)
Accumulated other comprehensive lossAccumulated other comprehensive loss$(184)$526 Accumulated other comprehensive loss$(2,511)$(85)


NOTE 12 – STOCKHOLDERS'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'sCompanys common stock. The Company intends to make purchases from time to time as market conditions warrant. This authorization does not expire. DuringUnder this authorization, in the nine months ended September 30, 2021 and 2020,2022, the Company repurchased 32,615 shares of its common stock on the open market for $1,131. In the same period last year, no purchases of shares were made under this authorization.made. As of September 30, 2021,2022, under the July 30, 2015 authorization, the Company had repurchased 432,563an aggregate of 465,178 shares for a total cost of $8,297.

$9,428.
- 20 -

IndexIn addition
HUDSON GLOBAL, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts)
(unaudited)
NOTE 13 – 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 shares repurchased aboveSEC on July 26, 2022. As of September 30, 2022, no securities had been offered or issued under the $10,000 authorization plan, on March 27, 2020, the Company 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.

registration statement.

NOTE 1314 – SEGMENT AND GEOGRAPHIC DATA
Segment Reporting
    The Company operates in 3three reportable segments: the Hudson regional businesses of Americas, Asia Pacific, and Europe. Corporate expenses are reported separately fromfor the 3three 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
- 18 -

Index
HUDSON GLOBAL, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts)
(unaudited)
run the business, including internal profit and loss statements prepared on a basis not consistent with U.S. GAAP. Accounts receivable and long-lived assets are the only significant asset separated by segment for internal reporting purposes.
AmericasAsia PacificEuropeCorporateInter-Segment EliminationTotal
For The Three Months Ended September 30, 2021
Total revenue$7,423 $32,273 $5,314 $— $— $45,010 
Total adjusted net revenue$7,030 $7,925 $3,076 $— $— $18,031 
EBITDA (loss) (b)
$604 $1,809 $111 $(1,013)$— $1,511 
Depreciation and amortization(91)(19)(6)(1)— (117)
Intercompany (expense) interest income, net— (81)— 81 — — 
Interest income, net— — — — 
Income (loss) before income taxes$513 $1,709 $105 $(925)$— $1,402 
(Benefit from) provision for income taxes$(596)$438 $24 $42 $— $(92)
For The Nine Months Ended September 30, 2021
Revenue, from external customers$17,350 $86,414 $15,381 $— $— $119,145 
Inter-segment revenue— 15 — — (15)— 
Total revenue$17,350 $86,429 $15,381 $— $(15)$119,145 
Adjusted net revenue, from external customers (a)
$16,232 $20,563 $9,045 $— $— $45,840 
Inter-segment adjusted net revenue(15)15 — — — — 
Total adjusted net revenue$16,217 $20,578 $9,045 $— $— $45,840 
EBITDA (loss) (b)
$153 $3,574 $657 $(2,427)$— $1,957 
Depreciation and amortization(264)(50)(23)(3)— (340)
Intercompany (expense) interest income, net— (252)— 252 — — 
Interest income, net— — 25 — 27 
(Loss) income before income taxes$(111)$3,274 $634 $(2,153)$— $1,644 
(Benefit from) provision for income taxes$(579)$875 $164 $15 $— $475 
As of September 30, 2021
Accounts receivable, net$5,411 $10,707 $4,852 $— $— $20,970 
Long-lived assets, net of accumulated depreciation and amortization (b)
$3,305 $65 $33 $$— $3,407 
Total assets$10,798 $20,461 $8,833 $13,933 $— $54,025 

- 1921 -

Index
HUDSON GLOBAL, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts)
(unaudited)
AmericasAsia PacificEuropeCorporateInter-
Segment
Elimination
TotalAmericasAsia PacificEuropeCorporateInter-Segment EliminationTotal
For The Three Months Ended September 30, 2020    
Revenue, from external customers$1,934 $19,877 $3,602 $— $— $25,413 
Inter-segment revenue97 — — — (97)— 
Total revenue$2,031 $19,877 $3,602 $— $(97)$25,413 
Adjusted net revenue, from external customers (a)
$1,678 $5,002 $2,390 $— $— $9,070 
Inter-segment adjusted net revenue97 — (97)— — — 
Total adjusted net revenue (a)
$1,775 $5,002 $2,293 $— $— $9,070 
EBITDA (loss) (b)
$(789)$517 $(40)$(669)$— $(981)
Depreciation and amortization(5)(13)(6)(1)— (25)
Intercompany (expense) interest income, net— (81)— 81 — — 
Interest (expense) income, net(4)— 16 — 14 
(Loss) income from continuing operations
before income taxes
$(798)$425 $(46)$(573)$— $(992)
Provision for (benefit from) income taxes$$115 $$41 $— $165 
For The Nine Months Ended September 30, 2020    
For The Three Months Ended September 30, 2022For The Three Months Ended September 30, 2022
Revenue, from external customersRevenue, from external customers$7,328 $55,661 $11,128 $— $— $74,117 Revenue, from external customers$12,555 $29,965 $6,166 $— $— $48,686 
Inter-segment revenueInter-segment revenue97 — — (103)— Inter-segment revenue113 11 — (128)— 
Total revenueTotal revenue$7,425 $55,667 $11,128 $— $(103)$74,117 Total revenue$12,668 $29,969 $6,177 $— $(128)$48,686 
Adjusted net revenue, from external customers (a)
Adjusted net revenue, from external customers (a)
$6,431 $14,331 $7,036 $— $— $27,798 
Adjusted net revenue, from external customers (a)
$11,926 $8,324 $3,949 $— $— $24,199 
Inter-segment adjusted net revenueInter-segment adjusted net revenue97 (103)— — — Inter-segment adjusted net revenue113 (93)10 — (30)— 
Total adjusted net revenueTotal adjusted net revenue$6,528 $14,337 $6,933 $— $— $27,798 Total adjusted net revenue$12,039 $8,231 $3,959 $— $(30)$24,199 
EBITDA (loss) (b)
EBITDA (loss) (b)
$(1,767)$1,879 $323 $(2,397)$— $(1,962)
EBITDA (loss) (b)
$810 $1,244 $279 $(705)$— $1,628 
Depreciation and amortizationDepreciation and amortization(14)(38)(17)(4)— (73)Depreciation and amortization(334)(14)(7)(1)— (356)
Intercompany (expense) interest income, net— (240)— 240 — — 
Interest (expense) income, net(6)— 137 — 133 
(Loss) income from continuing operations
before income taxes
$(1,787)$1,603 $306 $(2,024)$— $(1,902)
Intercompany dividend/interest (expense) income, netIntercompany dividend/interest (expense) income, net— (99)2,793 2,881 (5,575)— 
Interest income, netInterest income, net— — — 23 — 23 
Provision for income taxesProvision for income taxes$25 $452 $$57 $— $538 Provision for income taxes$(31)$(307)$(7)$— $(340)
Net income (loss)Net income (loss)$445 $824 $3,058 $2,203 $(5,575)$955 
As of September 30, 2020      
For The Nine Months Ended September 30, 2022For The Nine Months Ended September 30, 2022
Revenue, from external customersRevenue, from external customers$41,581 $91,042 $18,941 $— $— $151,564 
Inter-segment revenueInter-segment revenue212 16 49 — (277)— 
Total revenueTotal revenue$41,793 $91,058 $18,990 $— $(277)$151,564 
Adjusted net revenue, from external customers (a)
Adjusted net revenue, from external customers (a)
$39,437 $25,711 $11,898 $— $— $77,046 
Inter-segment adjusted net revenueInter-segment adjusted net revenue174 (146)(2)— (26)— 
Total adjusted net revenueTotal adjusted net revenue$39,611 $25,565 $11,896 $— $(26)$77,046 
EBITDA (loss) (b)
EBITDA (loss) (b)
$5,515 $5,533 $977 $(2,312)$— $9,713 
Depreciation and amortizationDepreciation and amortization(960)(34)(20)(3)— (1,017)
Intercompany dividend/interest (expense) income, netIntercompany dividend/interest (expense) income, net(255)4,007 4,256 (8,008)— 
Interest income, netInterest income, net— — 26 — 28 
Provision for income taxesProvision for income taxes$(99)$(1,382)$(83)$(93)$— $(1,657)
Net income (loss)Net income (loss)$4,456 $3,864 $4,881 $1,874 $(8,008)$7,067 
As of September 30, 2022As of September 30, 2022
Accounts receivable, netAccounts receivable, net$1,353 $7,558 $3,005 $— $— $11,916 Accounts receivable, net$10,467 $12,526 $6,156 $— $— $29,149 
Long-lived assets, net of accumulated depreciation and amortization (b)(c)
Long-lived assets, net of accumulated depreciation and amortization (b)(c)
$21 $73 $32 $$— $132 
Long-lived assets, net of accumulated depreciation and amortization (b)(c)
$9,351 $909 $51 $46 $— $10,357 
Total assetsTotal assets$3,809 $14,022 $7,597 $18,567 $— $43,995 Total assets$26,762 $23,263 $8,467 $8,471 $— $66,963 

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HUDSON GLOBAL, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts)
(unaudited)
AmericasAsia PacificEuropeCorporateInter-
Segment
Elimination
Total
For The Three Months Ended September 30, 2021    
Revenue, from external customers$7,423 $32,273 $5,314 $— $— $45,010 
Inter-segment revenue— — — — — — 
Total revenue$7,423 $32,273 $5,314 $— $— $45,010 
Adjusted net revenue, from external customers (a)
$7,030 $7,925 $3,076 $— $— $18,031 
Inter-segment adjusted net revenue— — — — — — 
Total adjusted net revenue (a)
$7,030 $7,925 $3,076 $— $— $18,031 
EBITDA (loss) (b)
$604 $1,809 $111 $(1,013)$— $1,511 
Depreciation and amortization(91)(19)(6)(1)— (117)
Intercompany (expense) interest income, net— (81)— 81 — — 
Interest (expense) income, net— — — — 
Provision for income taxes$596 $(438)$(24)$(42)$— $92 
Net income (loss)$1,109 $1,271 $81 $(967)$— $1,494 
For The Nine Months Ended September 30, 2021    
Revenue, from external customers$17,350 $86,414 $15,381 $— $— $119,145 
Inter-segment revenue— 15 — — (15)— 
Total revenue$17,350 $86,429 $15,381 $— $(15)$119,145 
Adjusted net revenue, from external customers (a)
$16,232 $20,563 $9,045 $— $— $45,840 
Inter-segment adjusted net revenue(15)15 — — — — 
Total adjusted net revenue$16,217 $20,578 $9,045 $— $— $45,840 
EBITDA (loss) (b)
$153 $3,574 $657 $(2,427)$— $1,957 
Depreciation and amortization(264)(50)(23)(3)— (340)
Intercompany (expense) interest income, net— (252)— 252 — — 
Interest (expense) income, net— — 25 — 27 
(Provision for) benefit from income taxes$579 $(875)$(164)$(15)$— $(475)
Net income (loss)$468 $2,399 $470 $(2,168)$— $1,169 
As of December 31, 2021      
Accounts receivable, net$8,765 $12,073 $4,910 $— $— $25,748 
Long-lived assets, net of accumulated depreciation and amortization (c)
$9,964 $68 $42 $$— $10,078 
Total assets$22,214 $21,744 $9,370 $7,914 $— $61,242 

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

(b)SEC Regulation S-K Item 229.10(e)1(ii)(A) defines EBITDA as earnings before interest, taxes, depreciation and amortization. EBITDA is presented to provide additional information to investors about the Company'sCompany’s operations on a basis consistent with the measures that the Company uses to manage its operations and evaluate its performance.
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HUDSON GLOBAL, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts)
(unaudited)
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'sCompany’s profitability.

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

Geographic Data Reporting
    A summary of revenues for the three and nine months ended September 30, 20212022 and 20202021 and net assets by geographic area as of September 30, 2022 and 2021 and 2020,as of December 31, 2021, were as follows:
AustraliaUnited
States
United
Kingdom
OtherTotalAustraliaUnited
States
United
Kingdom
OtherTotal
For The Three Months Ended September 30, 2022For The Three Months Ended September 30, 2022  
Revenue (a)
Revenue (a)
$27,113 $11,839 $5,822 $3,912 $48,686 
For The Three Months Ended September 30, 2021For The Three Months Ended September 30, 2021  For The Three Months Ended September 30, 2021  
Revenue (a)
Revenue (a)
$29,971 $7,076 $4,964 $2,999 $45,010 
Revenue (a)
$29,971 $7,076 $4,964 $2,999 $45,010 
For The Three Months Ended September 30, 2020  
For The Nine Months Ended September 30, 2022For The Nine Months Ended September 30, 2022
Revenue (a)
Revenue (a)
$18,085 $1,620 $3,151 $2,557 $25,413 
Revenue (a)
$82,223 $39,600 $17,780 $11,961 $151,564 
For The Nine Months Ended September 30, 2021For The Nine Months Ended September 30, 2021For The Nine Months Ended September 30, 2021
Revenue (a)
Revenue (a)
$79,988 $16,391 $13,840 $8,926 $119,145 
Revenue (a)
$79,988 $16,391 $13,840 $8,926 $119,145 
For The Nine Months Ended September 30, 2020
Revenue (a)
$50,082 $6,393 $9,629 $8,013 $74,117 
As of September 30, 2021    
As of September 30, 2022As of September 30, 2022    
Long-lived assets, net of accumulated depreciation and amortization (b)
Long-lived assets, net of accumulated depreciation and amortization (b)
$25 $3,310 $33 $39 $3,407 
Long-lived assets, net of accumulated depreciation and amortization (b)
$29 $9,351 $51 $926 $10,357 
Net assetsNet assets$7,077 $19,702 $2,593 $7,158 $36,530 Net assets$7,634 $25,312 $3,387 $8,033 $44,366 
As of September 30, 2020    
As of December 31, 2021As of December 31, 2021    
Long-lived assets, net of accumulated depreciation and amortization (b)
Long-lived assets, net of accumulated depreciation and amortization (b)
$26 $27 $32 $47 $132 
Long-lived assets, net of accumulated depreciation and amortization (b)
$29 $9,968 $42 $39 $10,078 
Net assetsNet assets$4,581 $18,388 $3,397 $5,692 $32,058 Net assets$7,925 $21,510 $2,729 $7,152 $39,316 
  
(a) Revenue by geographic region disclosed above is net of any inter-segment revenue and, therefore, represents only revenue from external customers according to the location of the operating subsidiary.

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


NOTE 1415 – 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 1one 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 (the(as amended, the “Rights Agreement”), by and between the Company and Computershare Trust Company, N.A., as rights agent (the “Rights Agent”). The Company'sCompanys stockholders approved the Rights Agreement at the Company’s 2019 annual meetingAnnual Meeting of stockholdersStockholders 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” and together with the Rights Agreement, the “Rights Agreement”) that amended the Rights Agreement to extend its term through October 15, 2024. The Company will includeamendment was approved by the Board on September 28, 2021, subject to stockholder approval, and the Company’s stockholders approved the Amendment in its proxy statement for itsat the Company’s 2022 annual meetingAnnual Meeting of stockholders and recommend that its stockholders approve the Amendment.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 1 share of common stock. Prior to exercise, however, a Right does not give its holder any dividend, voting or liquidation rights.
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HUDSON GLOBAL, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts)
(unaudited)
B Preferred Stock would give the stockholder approximately the same dividend, voting and liquidation rights as does one share of common stock. Prior to exercise, however, a Right does not give its holder any dividend, voting or liquidation rights.

    The Board entered into the Rights Agreement in an effort to preserve the value of the Company’s significant U.S. NOLs and other tax benefits. The Company’s ability to utilize its NOLs may be substantially limited if the Company experiences an “ownership change” within the meaning of Section 382 of the Internal Revenue Code of 1986, as amended (the “Code”). In general, an “ownership change” would occur if the percentage of the Company’s ownership by one or more “5-percent shareholders” (as defined in the Code) increases by more than 50 percent over the lowest percentage owned by such stockholders at any time during the prior three years. The Rights Agreement is designed to preserve the Company’s tax benefits by deterring transfers of common stock that could result in an “ownership change” under Section 382 of the Code.

    The Rights Agreement replaced the Company’s prior rights agreement designed to preserve the value of the Company’s NOLs, which was approved by stockholders in 2015 and expired in accordance with its terms in January 2018. The Company also has a provision in its Amended and Restated Certificate of Incorporation (the “Charter Provision”) which generally prohibits transfers of its common stock that could result in an ownership change. The Company believes that in light of the significant amount of the NOLs, it is advisable to adopt the Rights Agreement in addition to the Charter Provision. 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 2two 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 2two times the purchase price of the Rights. Rights may be exercised to purchase Series B Preferred Stock only after the Distribution Date occurs and prior to the occurrence of a Flip-in Event as described above. A Distribution Date resulting from the commencement of a tender offer or an exchange offer as described in the second bullet point above could precede the occurrence of a Flip-in Event, in which case the Rights could be exercised to purchase Series B Preferred Stock. A Distribution Date resulting from any occurrence described in the first bullet point above would necessarily follow the occurrence of a Flip-in Event, in which case the Rights could be exercised to purchase shares of common stock (or other securities or assets) as described above.

    The Rights will expire on the earliest of (i) October 15, 2024, or such earlier date as of which the Board determines that the Rights Agreement is no longer necessary for the preservation of the Company’s tax benefits, (ii) the time at which the Rights are redeemed, (iii) the time at which the Rights are exchanged, (iv) the effective time of the repeal of Section 382 of the Code if the Board determines that the Rights Agreement is no longer necessary for the preservation of the Company’s tax benefits, (v) the first day of a taxable year to which the Board determines that no NOLs or other tax benefits may be carried forward, and (vi) the close of business on the first business day following the certification of the voting results of the Company’s 2022 annual meetingAnnual Meeting of stockholders,Stockholders, if stockholder approval has not been obtained prior to such date.

    The Board may redeem all (but not less than all) of the Rights for a redemption price of $0.001 per Right at any time before the later of the Distribution Date and the date of the first public announcement or disclosure by the Company that a person or group has become an Acquiring Person. Once the Rights are redeemed, the right to exercise the Rights will terminate, and the only right of the holders of such Rights will be to receive the redemption price.

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

    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.



NOTE 15 – SUBSEQUENT EVENT

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., a wholly owned subsidiary of the Company (“HGRM”), and Daniel Williams (“Williams”), and completed the acquisition by HGRM of all of the membership interests of Karani, LLC (“Karani”), a Delaware limited liability company (the “Karani Acquisition”).

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. Karani has approximately 500 employees in India and 100 employees in the Philippines.

As outlined in the MIPA, Williams received (i) 6000000 dollars ($6,000,000) in cash subject to certain adjustments set forth in the MIPA at the closing of the Karani Acquisition; and (ii) a promissory note in the aggregate principal amount of 2000000 dollars ($2,000,000), 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.


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ITEM 2.    MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
    This Management’s Discussion and Analysis of Financial Condition and Results of Operations (MD&A) should be read in conjunction with the Condensed Consolidated Financial Statements and the notes thereto, included in Part I of this Form 10-Q. The reader should also refer to the Condensed Consolidated Financial Statements and 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, 2020.2021. This MD&A contains forward-looking statements. Please see FORWARD-LOOKING STATEMENTS for a discussion of the uncertainties, risks and assumptions associated with these statements. This MD&A also uses the non-generally accepted accounting principle measure of earnings before interest, taxes, depreciation and amortization (EBITDA). See Note 1314 to the Condensed Consolidated Financial Statements in Part I, Item 1 of this Form 10-Q for EBITDA segment reconciliation information. The tables and information in this MD&A were derived from exact numbers and may have immaterial rounding differences.
This MD&A includes the following sections:
Executive Overview
Results of Operations
Liquidity and Capital Resources
Contingencies
Recent Accounting Pronouncements
Critical Accounting Policies
Forward-Looking Statements

Executive Overview
    
The Company's strategyCompanys objective is to provideincrease value to the Company’s stockholders by providing global Recruitment Process Outsourcing (“RPO”) solutions to customers. With direct operations in twelvefourteen countries and relationships with specialized professionals and organizations around the globe, the Company brings a strong ability to match talent with opportunities by assessing, recruiting, developing, and engaging highly successful people for the Company'sCompanys clients. The Company combines broad geographic presence, world-class talent solutions and a tailored, consultative approach to help businesses and professionals achieve maximum performance. The Company seeks to continually upgrade its service offerings and delivery capability tools to make candidates more successful in achieving its clients'clients business requirements.

    The Company’s proprietary frameworks, assessment tools, and leadership development programs, coupled with its global footprint, allowsallow the Company to design and implement regional and global outsourced recruitment solutions that the Company believes greatly enhance the quality and efficiency of its clients'clients hiring.
    To accelerate the implementation of the Company's strategy,meet the Company engaged’s objective, the Company engages in the following initiatives:
Facilitating growth and development of the global RPO business through strategic investments in people, innovation, and technology.technology;
Building and differentiating the Company'sCompanys brand through its unique outsourcing solutions offerings.offerings; and
Improving the Company’s cost structure and efficiency of its support functions and infrastructure.    

    We continue to explore all strategic alternatives to maximize value for shareholders.stockholders. We may pursue our goals through organic growth, strategic initiatives, or other alternatives. WeAdditionally, we will also continue to monitor capital markets for opportunities to repurchase shares, and consider other actions designed to enhance shareholder value to our stockholders, including to review information regarding potential acquisitions, as well as to provide information about our business to third parties, from time to time.

    This MD&A discusses the results of the Company’s RPO businessesbusiness for the three and nine months ended September 30, 20212022 and 2020.2021.
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Current Market Conditions

Our clients’ demands for RPO recruiting and contracting services largely depend on the market conditions and the strength of the labor markets in the countries where we operate. In the third quarter of 2022, the market conditions were more challenging than anticipated due to the higher inflation, higher interest rates and decreased demand for labor in certain markets. In addition, in connection with the challenging business environment, some of our customers have reduced demand, and certain other customers have eliminated our services on a temporary or permanent basis. We anticipate that the market conditions will continue to be challenging for the remainder of 2022 and into 2023.
After a challenging yearpartial recovery in 2020,2021, economic conditions in most of the world’s major markets are slowing down in 2022. Higher than expected to reboundinflation in 2021, although activity is expected to remain below pre-COVID levels,most markets, rising interest rates and millions have dropped outthe continuing impact of the global labor force. The approval and rollout of COVID-19 vaccineswar in many countries provides a potential path for an eventual end to the pandemic, however expectations for recovery are hampered by rising infections andUkraine, as well as new variants of the virus. Policy measures enacted by country governmentsCOVID-19 virus, have led to combatsignificant market disruption, including further wage inflation, increased operating costs, staffing challenges, reduced consumer confidence, and limited capital market accessibility that impact our business. These impacts and expected future inflation and interest rate increases could have material adverse impacts on various aspects of our business in the future.

The continued economic impact of the virus are expected to continue to provide support to local economies. In addition, the continued uncertainty has also resulted in increased volatility in global currencies. Effective containment measures in China have resulted in a stronger recovery, and agreement on the terms of the United Kingdom’s exit from the European Union have eliminated some of the uncertainty in that country. Stronger foreign currencies in these and other markets compared to the U.S. dollar during a reporting period cause local currency results of the Company’s foreign operations to be translated into more U.S. dollars. The Company closely monitors the economic environment and business climate in its markets and responds accordingly.

COVID-19 Pandemic

The continuing impact of COVID-19 and its variants around the world presents significant risks to the Company, which the Company is unable to fully evaluate or even to foresee at the current time. However, the Company is vigilantly monitoring the business environment surrounding COVID-19 and continues to proactively address this situation as it evolves. The Company believes it can continue to take appropriate actions to manage the business in this challenging environment due to the flexibility of its workforce and the strength of its balance sheet.

Although theThe COVID-19 pandemic has affected the Company’s operations in the third quarterprior years and may continue to do so in the future, we believe thefuture. The COVID-19 pandemic may impact on the Company’s business, operations, and financial results and condition was less than in the previous quarters, which have includedconditions, directly and indirectly, including without limitation impacts on the health of the Company’s management and employees, marketing and sales operations, customer and consumer behaviors, andas well as the overall economy. The scope and nature of these impacts, most of which are beyond the Company’s control, continue to evolve with new variants of the COVID-19 virus and the outcomes arefuture impact on the Companys business is uncertain.

Due to the above circumstances and as described generally in this Form 10-Q, the Company’s results of operations for the three and nine months ended September 30, 2021 are not necessarily indicative of the results to be expected for the full fiscal year. Management cannot predict the full impact of the COVID-19 pandemic on the Company’s sales or on economic conditions generally. The ultimate extent of the effects of the COVID-19 pandemic on the Company is highly uncertain and will depend on future developments, and such effects could exist for an extended period of time even after the pandemic might end.

Financial Performance

The following is a summary of the Company’s financial performance highlights for the three and nine months ended September 30, 20212022 and 2020.2021. This summary should be considered in the context of the additional disclosures in this MD&A which further highlight the Companyresults by segment.

Summary of Financial Performance Highlights for the Three Months Ended September 30, 2022

Revenue was $45.0$48.7 million for the three months ended September 30, 2021,2022, compared to $25.4$45.0 million for the same period in 2020, for2021, an increase of $19.6$3.7 million, or 77.1%8.2%.The increase in revenue was principally driven by growth in the Americas.
On a constant currency basis, the Company'sCompany’s revenue increased $18.8$6.7 million, or 71.8%15.9%, primarily due to an increase in contractingRPO recruitment revenue of $10.3$7.2 million, or 59.9%43.0%, compared to the same period in 2020, as well as an increase in RPO recruitment2021. Contracting revenue of $8.5decreased $0.5 million, or 94.2%1.9%, compared to the same period in 2021. Revenue also included $2.5 million from the Karani Acquisition (for additional information on the Karani Acquisition, see Note 5 to the Condensed Consolidated Financial Statements in Part I, Item 1 of this Form 10-Q).
Adjusted net revenue was $18.0$24.2 million for the three months ended September 30, 2021,2022, compared to $9.1$18.0 million for the same period in 2020,2021, for an increase of $9.0$6.2 million, or 98.8%34.2%.
On a constant currency basis, adjusted net revenue increased $8.7$7.1 million, or 92.7%41.8%, primarily due to an increase in RPO recruitment adjusted net revenue of $8.3$6.9 million, or 96.6%42.8%, compared to the same period in 2020.2021. Contracting adjusted net revenue increased by $0.2 million, or 25.6%, compared to the same period in 2021. Adjusted net revenue included $2.5 million from the Karani Acquisition.
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Selling, general and administrative expenses (including salaries and related expenses) and other non-operating income (expense) (“SG&A and Non-Op”) was $16.5$22.6 million for the three months ended September 30, 2021,2022, compared to $10.1$16.5 million for the same period in 2020,2021, an increase of $6.5$6.1 million, or 64.4%.
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On a constant currency basis, SG&A and Non-Op increased $6.2 million, or 60.3%. SG&A and Non-Op as a percentage of revenue was 36.7% for the three months ended September 30, 2021, compared to 39.3% for the same period in 2020.
EBITDA was $1.5 million for the three months ended September 30, 2021, compared to EBITDA loss of $1.0 million for the same period in 2020, an increase in EBITDA of $2.5 million. On a constant currency basis, EBITDA increased $2.5 million.
Net income was $1.5 million for the three months ended September 30, 2021, compared to net loss of $1.2 million for the same period in 2020, an increase in net income of $2.7 million. On a constant currency basis, net income increased $2.6 million.
Revenue was $119.1 million for the nine months ended September 30, 2021, compared to $74.1 million for the same period in 2020, an increase of $45.0 million, or 60.8%.
On a constant currency basis, the Company's revenue increased $37.7 million, or 46.2%, primarily due to an increase in contracting revenue of $22.6 million, or 43.5% while RPO recruitment revenue increased by $15.1 million, or 51.0% compared to the same period in 2020.
Adjusted net revenue was $45.8 million for the nine months ended September 30, 2021, compared to $27.8 million for the same period in 2020, an increase of $18.0 million, or 64.9%.
On a constant currency basis, adjusted net revenue increased $16.0 million, or 53.4%, mainly due to an increase in RPO recruitment adjusted net revenue of $15.2 million, or 54.6% compared to the same period in 2020. Contracting adjusted net revenue increased by $0.8 million, or 37.6% compared to the same period in 2020.
SG&A and Non-Op was $43.9 million for the nine months ended September 30, 2021, compared to $29.8 million for the same period in 2020, an increase of $14.1 million or 47.5%36.6%.
On a constant currency basis, SG&A and Non-Op increased $12.3$6.9 million, or 39.1%.44.0%, as compared to the same period in 2021. SG&A and Non-Op as a percentage of revenue was 36.8%46.4% for the ninethree months ended September 30, 2021,2022, compared to 38.7%37.3% for the same period in 2020.2021.
EBITDA was $2.0$1.6 million for the three months ended September 30, 2022, compared to EBITDA of $1.5 million for the same period in 2021, an increase in EBITDA of $0.1 million. On a constant currency basis, EBITDA increased $0.2 million.
Net income was $1.0 million for the three months ended September 30, 2022, compared to net income of $1.5 million for the same period in 2021, a decrease in net income of $0.5 million. On a constant currency basis, net income decreased $0.4 million.
Summary of Financial Performance Highlights for the Nine Months Ended September 30, 2022
Revenue was $151.6 million for the nine months ended September 30, 2021,2022, compared to $119.1 million for the same period in 2021, an increase of $32.4 million, or 27.2%. The increase in revenue was principally driven by growth in the Americas.
On a constant currency basis, the Company’s revenue increased $39.6 million, or 35.4%, primarily due to an increase in RPO recruitment revenue of $33.2 million, or 78.0%, while contracting revenue increased by $6.4 million, or 9.2% compared to the same period in 2021. Revenue included $7.7 million from the Karani Acquisition.
Adjusted net revenue was $77.0 million for the nine months ended September 30, 2022, compared to $45.8 million for the same period in 2021, an increase of $31.2 million, or 68.1%.
On a constant currency basis, adjusted net revenue increased $33.3 million, or 76.2%, mainly due to an increase in RPO recruitment adjusted net revenue of $32.5 million, or 79.2%, compared to the same period in 2021. Contracting adjusted net revenue increased $0.8 million, or 30.3%, compared to the same period in 2021, which also contributed to the Company’s increase in adjusted net revenue. Adjusted net revenue included $7.7 million from the Karani Acquisition.
SG&A and Non-Op was $67.3 million for the nine months ended September 30, 2022, compared to $43.9 million for the same period in 2021, an increase of $23.4 million or 53.4%.
On a constant currency basis, SG&A and Non-Op increased $25.3 million, or 60.1%, as compared to the same period in 2021. SG&A and Non-Op as a percentage of revenue was 44.4% for the nine months ended September 30, 2022, compared to 37.6% for the same period in 2021.
EBITDA losswas $9.7 million for the nine months ended September 30, 2022, compared to EBITDA of $2.0 million for the same period in 2020,2021, an increase in EBITDA of $3.9$7.8 million. On a constant currency basis, EBITDA increased $3.6$8.0 million.
Net income was $1.2$7.1 million for the nine months ended September 30, 2021,2022, compared to net lossincome of $2.4$1.2 million for the same period in 2020,2021, an increase in net income of $3.6$5.9 million. On a constant currency basis, net income increased $3.4$6.1 million.
Constant Currency (Non-GAAP measure)
    The Company operates on a global basis, with the majority of its revenue generated outside of the U.S. Accordingly, fluctuations in foreign currency exchange rates can affect the Company'sCompanys results of operations. For the discussion of reportable segment results of operations, the Company uses constant currency information. Constant currency compares financial results between periods as if exchange rates had remained constant period-over-period. The Company defines the term “constant currency” to mean that financial data for a previously reported period areis translated into U.S. dollars using the same foreign currency exchange rates that were used to translate financial data for the current period. Constant currency metrics should not be considered in isolation or as a substitute for reported results prepared in accordance with generally accepted accounting principles (“GAAP”) in the U.S. The Company’s management reviews and analyzes business results in constant currency and
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Index
believes these results better represent the Company’s underlying business trends. Changes in foreign currency exchange rates generally impact only reported earnings.
    Changes in revenue, adjusted net revenue, SG&A and Non-Op, operating income (loss), net income (loss), and EBITDA (loss) include the effect of changes in foreign currency exchange rates. The tables below summarize the impact of foreign currency exchange adjustments on the Company’s operating results for the three and nine months ended September 30, 20212022 and 2020.
- 26 -

Index
2021.
 
Three Months Ended September 30,Nine Months Ended September 30, Three Months Ended September 30,Nine Months Ended September 30,
2021202020212020 2022202120222021
AsAsCurrencyConstantAsAsCurrencyConstantAsAsCurrencyConstantAsAsCurrencyConstant
$ in thousands$ in thousandsreportedreportedtranslationcurrencyreportedreportedtranslationcurrency$ in thousandsreportedreportedtranslationcurrencyreportedreportedtranslationcurrency
Revenue:Revenue:        Revenue:        
AmericasAmericas$7,423 $1,934 $19 $1,953 $17,350 $7,328 $77 $7,405 Americas$12,555 $7,423 $(13)$7,410 $41,581 $17,350 $(23)$17,327 
Asia PacificAsia Pacific32,273 19,877 555 20,432 86,414 55,661 6,340 62,001 Asia Pacific29,965 32,273 (2,193)30,080 91,042 86,414 (5,668)80,746 
EuropeEurope5,314 3,602 213 3,815 15,381 11,128 944 12,072 Europe6,166 5,314 (787)4,527 18,941 15,381 (1,494)13,887 
TotalTotal$45,010 $25,413 $787 $26,200 $119,145 $74,117 $7,361 $81,478 Total$48,686 $45,010 $(2,993)$42,017 $151,564 $119,145 $(7,185)$111,960 
Adjusted net revenue (a):
Adjusted net revenue (a):
        
Adjusted net revenue (a):
        
AmericasAmericas$7,030 $1,678 $16 $1,694 $16,232 $6,431 $73 $6,504 Americas$11,926 $7,030 $(12)$7,018 $39,437 $16,232 $(22)$16,210 
Asia PacificAsia Pacific7,925 5,002 140 5,142 20,563 14,331 1,443 15,774 Asia Pacific8,324 7,925 (498)7,427 25,711 20,563 (1,216)19,347 
EuropeEurope3,076 2,390 130 2,520 9,045 7,036 573 7,609 Europe3,949 3,076 (454)2,622 11,898 9,045 (877)8,168 
TotalTotal$18,031 $9,070 $286 $9,356 $45,840 $27,798 $2,089 $29,887 Total$24,199 $18,031 $(964)$17,067 $77,046 $45,840 $(2,115)$43,725 
SG&A and Non-Op (b):
SG&A and Non-Op (b):
      
SG&A and Non-Op (b):
      
AmericasAmericas$6,426 $2,563 $23 $2,586 $16,064 $8,295 $87 $8,382 Americas$11,229 $6,426 $(15)$6,411 $34,096 $16,064 $(24)$16,040 
Asia PacificAsia Pacific6,115 4,486 110 4,596 17,003 12,458 1,188 13,646 Asia Pacific6,986 6,115 (395)5,720 20,031 17,003 (996)16,007 
EuropeEurope2,965 2,333 121 2,454 8,388 6,610 513 7,123 Europe3,680 2,965 (439)2,526 10,919 8,388 (809)7,579 
CorporateCorporate1,014 669 — 669 2,428 2,397 — 2,397 Corporate676 1,014 — 1,014 2,287 2,428 — 2,428 
TotalTotal$16,520 $10,051 $254 $10,305 $43,883 $29,760 $1,788 $31,548 Total$22,571 $16,520 $(849)$15,671 $67,333 $43,883 $(1,829)$42,054 
Operating income (loss):Operating income (loss):      Operating income (loss):      
AmericasAmericas$590 $(767)$(7)$(774)$124 $(1,595)$(14)$(1,609)Americas$617 $590 $(1)$589 $5,031 $124 $(1)$123 
Asia PacificAsia Pacific2,108 919 29 948 4,510 2,360 251 2,611 Asia Pacific1,569 2,108 (125)1,983 6,418 4,510 (284)4,226 
EuropeEurope137 42 46 890 186 27 213 Europe345 137 (21)116 1,282 890 (88)802 
CorporateCorporate(1,474)(1,296)— (1,296)(3,850)(3,460)— (3,460)Corporate(1,275)(1,474)— (1,474)(3,993)(3,850)— (3,850)
TotalTotal$1,361 $(1,102)$26 $(1,076)$1,674 $(2,509)$264 $(2,245)Total$1,256 $1,361 $(147)$1,214 $8,738 $1,674 $(373)$1,301 
Net income (loss), consolidated$1,494 $(1,157)$19 $(1,138)$1,169 $(2,440)$199 $(2,241)
Net income, consolidatedNet income, consolidated$955 $1,494 $(92)$1,402 $7,067 $1,169 $(211)$958 
EBITDA (loss) (c):
EBITDA (loss) (c):
     
EBITDA (loss) (c):
     
AmericasAmericas$604 $(789)$(6)$(795)$153 $(1,767)$(14)$(1,781)Americas$810 $604 $$606 $5,515 $153 $$154 
Asia PacificAsia Pacific1,809 517 25 542 3,574 1,879 229 2,108 Asia Pacific1,244 1,809 (102)1,707 5,533 3,574 (219)3,355 
EuropeEurope111 (40)(34)657 323 57 380 Europe279 111 (14)97 977 657 (68)589 
CorporateCorporate(1,013)(669)— (669)(2,427)(2,397)— (2,397)Corporate(705)(1,013)— (1,013)(2,312)(2,427)— (2,427)
TotalTotal$1,511 $(981)$25 $(956)$1,957 $(1,962)$272 $(1,690)Total$1,628 $1,511 $(114)$1,397 $9,713 $1,957 $(286)$1,671 
 
(a)Represents Revenue less the Direct contracting costs and reimbursed expenses caption on the Condensed Consolidated Statements of Operations.

(b)SG&A and Non-Op is a measure that management uses to evaluate the segments’ expenses, which include the following captions on the Condensed Consolidated Statements of Operations: Salaries and related, other selling, general and administrative, and Other expense, net. Corporate management service allocations are included in the segments’ other income (expense).

(c)See EBITDA reconciliation in the following section.
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Index
Use of EBITDA (Non-GAAP measure)
    Management believes EBITDA is a meaningful indicator of the Company’s performance that provides useful information to investors regarding the Company’s financial condition and results of operations. Management also considers EBITDA to be the best indicator of operating performance and most comparable measure across the regions in which the Company operates. Management also uses this measure to evaluate capital needs and working capital requirements. EBITDA should not be considered in isolation or as a substitute for operating income, or net income prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”)U.S. GAAP or as a measure of the Company’s profitability. EBITDA is derived from net income (loss) adjusted for the provision for (benefit from) income taxes, interest expense (income), and depreciation and amortization.
 
- 27 -

Index
    The reconciliation of EBITDA (loss) to the most directly comparable GAAP financial measure is provided in the table below:
 
Three Months EndedNine Months Ended
 September 30,September 30,
$ in thousands2021202020212020
Net income (loss)$1,494 $(1,157)$1,169 $(2,440)
Adjustments to Net income (loss)
Benefit from (provision for) income taxes(92)165 475 538 
Interest income, net(8)(14)(27)(133)
Depreciation and amortization expense117 25 340 73 
   Total adjustments from net loss to EBITDA (loss)17 176 788 478 
EBITDA (loss)$1,511 $(981)$1,957 $(1,962)
Three Months EndedNine Months Ended
 September 30,September 30,
$ in thousands2022202120222021
Net income$955 $1,494 $7,067 $1,169 
Adjustments to Net income
Provision for income taxes340 (92)1,657 475 
Interest income, net(23)(8)(28)(27)
Depreciation and amortization expense356 117 1,017 340 
   Total adjustments from net income to EBITDA673 17 2,646 788 
EBITDA$1,628 $1,511 $9,713 $1,957 
 
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Index
Results of Operations
Americas (reported currency) 

Revenue -Americas
 
Three Months Ended September 30,Nine Months Ended September 30, Three Months Ended September 30,Nine Months Ended September 30,
20212020Change in amountChange in %20212020Change in amountChange in % 20222021Change in amountChange in %20222021Change in amountChange in %
$ in millions$ in millions As reported As reported As reported As reported$ in millions As reported As reported As reported As reported
AmericasAmericasAmericas
RevenueRevenue$7.4 $1.9 $5.5 284 %$17.4 $7.3 $10.0 137 %Revenue$12.6 $7.4 $5.1 69 %$41.6 $17.3 $24.2 140 %
 
    For the three months ended September 30, 2021,2022, RPO recruitment revenue increased by $5.4$5.1 million, or 333%73%, while contracting revenue increased by $0.1 million or 38%.slightly compared to the same period in 2021. The acquisition of Coit Staffing, Inc. (seeKarani Acquisition contributed 34 percentage points to the revenue growth (for additional information, see Note 5 to the Condensed Consolidated Financial Statements in Part I, Item 1 of this Form 10-Q) contributed 157percentage points to the revenue growth..

    For the nine months ended September 30, 2021,2022, RPO recruitment revenue increased by $9.8$23.5 million, or 156%146%, while contracting revenue increased by $0.2$0.7 million, or 22%.55%, as compared to the same period in 2021. The acquisition of Coit Staffing, Inc.Karani Acquisition contributed 8544 percentage points to the revenue growth.

Adjusted net revenueNet Revenue -Americas
Three Months Ended September 30,Nine Months Ended September 30,Three Months Ended September 30,Nine Months Ended September 30,
20212020Change in amountChange in %20212020Change in amountChange in %20222021Change in amountChange in %20222021Change in amountChange in %
$ in millions$ in millions As reported As reported As reported As reported$ in millions As reported As reported As reported As reported
AmericasAmericasAmericas
Adjusted net revenueAdjusted net revenue$7.0 $1.7 $5.4 319 %$16.2 $6.4 $9.8 152 %Adjusted net revenue$11.9 $7.0 $4.9 70 %$39.4 $16.2 $23.2 143 %
Adjusted net revenue as a percentage of revenueAdjusted net revenue as a percentage of revenue95 %87 %N/AN/A94 %88 %N/AN/AAdjusted net revenue as a percentage of revenue95 %95 %N/AN/A95 %94 %N/AN/A

    For the three and nine months ended September 30, 2021,2022, RPO recruitment adjusted net revenue increased by $5.4$4.9 million, or 336%70%, and $9.8$23.1 million, or 160%144%, respectively, compared to 2020.2021. The acquisition of Coit Staffing, Inc.Karani Acquisition contributed 18136 and 47 percentage points and 97 percentage points, respectively, to the adjusted net revenue growth.growth for the three and nine months ended September 30, 2022, respectively.

For the three months ended September 30, 2022 and 2021, total adjusted net revenue as a percentage of revenue was 95%, compared to 87% in 2020.. The slight increase in total adjusted net revenue as a percentage of revenue was attributed to the higher mix of RPO recruitment to contracting revenue.

    For the nine months ended September 30, 2021,2022, total adjusted net revenue as a percentage of revenue was 94%95%, compared to 88%94% for the same period in 2020.2021. The slight increase in total adjusted net revenue as a percentage of revenue was due to the same factors noted above.
    
    
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Index
SG&A and Non-Op -Americas
Three Months Ended September 30,Nine Months Ended September 30,Three Months Ended September 30,Nine Months Ended September 30,
20212020Change in amountChange in %20212020Change in amountChange in % 20222021Change in amountChange in %20222021Change in amountChange in %
$ in millions $ in millions As reported As reported As reported As reported $ in millions As reported As reported As reported As reported
AmericasAmericasAmericas
SG&A and Non-OpSG&A and Non-Op$6.4 $2.6 $3.9 151 %$16.1 $8.3 $7.8 94 %SG&A and Non-Op$11.2 $6.4 $4.8 75 %$34.1 $16.1 $18.0 112 %
SG&A and Non-Op as a percentage of revenueSG&A and Non-Op as a percentage of revenue87 %133 %N/AN/A93 %113 %N/AN/ASG&A and Non-Op as a percentage of revenue89 %87 %N/AN/A82 %93 %N/AN/A

    For the three months ended September 30, 2021,2022, SG&A and Non-Op increased $3.9$4.8 million, or 151%, compared to 2020. The increase was due to the acquisition of Coit Staffing, Inc. and higher consultant staff costs.
For the nine months ended September 30, 2021, SG&A and Non-Op increased $7.8 million, or 94%75%, compared to the same period in 2020, primarily due to the acquisition of Coit Staffing, Inc. and higher consultant staff costs.
Operating Income and EBITDA
Three Months Ended September 30,Nine Months Ended September 30,
 20212020Change in amountChange in %20212020Change in amountChange in %
$ in millions As reported As reported As reported As reported
Americas    
Operating income (loss)$0.6 $(0.8)$1.4 177 %$0.1 $(1.6)$1.7 108 %
EBITDA (loss)$0.6 $(0.8)$1.4 177 %$0.2 $(1.8)$1.9 109 %
EBITDA (loss) as a percentage of revenue%(41)%N/AN/A%(24)%N/AN/A

For the three months ended September 30, 2021, operating income was $0.6 million, compared to operating loss of $0.8 million in 2020. The operating income growth was primarily due to the stronger adjusted net revenue results and lowerwhile SG&A and Non-Op as a percentage of revenue partially offset by compensation expense of $0.6 million and amortization expense of $0.1 million associated with the acquisition of Coit Staffing, Inc.
For the three months ended September 30, 2021, EBITDA was $0.6 million, or 8% of revenue, comparedincreased from 87% to EBITDA loss of $0.8 million in 2020.89%. The increase in EBITDA was principally due to higher consultant staff costs as a percentage of adjusted net revenue in the same factors noted above.quarter.

For the nine months ended September 30, 2021 operating income was $0.12022, SG&A and Non-Op increased $18.0 million, or 112%, compared to operating loss of $1.6 millionthe same period in 2020. The operating income growth was primarily due to the stronger adjusted net revenue results and lower2021, while SG&A and Non-Op as a percentage of revenue partially offsetdecreased from 93% to 82%. The decrease in SG&A and Non-Op as a percentage of revenue was primarily due to year-to-date gains in adjusted net revenue outpacing higher consultant staff costs driven by investments in the sales team and industry marketing activities.

Operating Income and EBITDA -Americas
Three Months Ended September 30,Nine Months Ended September 30,
 20222021Change in amountChange in %20222021Change in amountChange in %
$ in millions As reported As reported As reported As reported
Americas    
Operating income (loss)$0.6 $0.6 $— %$5.0 $0.1 $4.9 N/M
EBITDA (loss)$0.8 $0.6 $0.2 34 %$5.5 $0.2 $5.4 N/M
EBITDA (loss) as a percentage of revenue%%N/AN/A13 %%N/AN/A
N/M = not meaningful
compensation expense
For each of $1.5 millionthe three months ended September 30, 2022 and amortization expense2021, operating income was $0.6 million. EBITDA in the three months ended September 30, 2022 was $0.8 million, or 6% of $0.2revenue, compared to EBITDA of $0.6 million associated in 2021.
with the acquisition of Coit Staffing, Inc.    
For the nine months ended September 30, 2022, operating income was $5.0 million, compared to operating income of $0.1 million in 2021, and EBITDA was $0.2$5.5 million, or 1%13% of revenue, compared to EBITDA loss of $1.8$0.2 million in 2020. 2021.
The increaseincreases in operating income and EBITDA wasfor the three and nine months ended September 30, 2022, were primarily due to the same factors noted above.Company’s stronger adjusted net revenue.

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Index
Asia Pacific (constant currency)
Revenue - Asia Pacific 
Three Months Ended September 30,Nine Months Ended September 30, Three Months Ended September 30,Nine Months Ended September 30,
20212020Change in amountChange in %20212020Change in amountChange in % 20222021Change in amountChange in %20222021Change in amountChange in %
$ in millions$ in millionsAs
reported
Constant
currency
As
reported
Constant
currency
$ in millionsAs
reported
Constant
currency
As
reported
Constant
currency
Asia PacificAsia PacificAsia Pacific
RevenueRevenue$32.3 $20.4 $11.8 58 %$86.4 $62.0 $24.4 39 %Revenue$30.0 $30.1 $(0.1)— %$91.0 $80.7 $10.3 13 %
     
For the three months ended September 30, 2021, contracting revenue increased $9.3 million, or 60%, and2022, RPO recruitment revenue increased by $2.6$0.5 million, or 52%7%, while contracting revenue decreased by $0.6 million, or 3%, compared to 2020.2021, as discussed below.

    In Australia, revenue increased $11.4decreased $0.7 million, or 61%3%, for the three months ended September 30, 2021,2022, compared to 2020.the same period in 2021. The increasedecrease was primarily in contracting revenue of $9.2 million, which increased 62%, while RPO recruitment revenue increaseddeclined by $2.2$1.2 million, or 59%. The increase in contracting revenue was5%, primarily due to the implementationloss of a new contract win, whilesignificant customer in the increase infirst quarter of 2022. While contracting revenue decreased, RPO recruitment revenue was duegrew $0.4 million, or 8%, compared to 2021, primarily as the result of new client wins and higher volumedemand from existing clients.

    In Asia, revenue increased $0.4$0.2 million, or 23%9%, for the three months ended September 30, 20212022, compared to 2020.the same period in 2021. The increase for the three months ended September 30, 2021 was due to new client wins and higher demand from existing clients.        

For the nine months ended September 30, 2021, contracting revenue increased by $20.4 million, or 44%, while2022, RPO recruitment revenue increased by $4.0$5.5 million, or 26%.31%, while contracting revenue increased by $4.8 million, or 8%, as discussed below.

    In Australia, revenue increased $23.8$7.7 million, or 42%10%, for the nine months ended September 30, 2021,2022, compared to the same period in 2020.2021. The increase was primarily in contractingRPO recruitment revenue, which increased by $20.0$4.5 million, or 45%32%, while RPO recruitmentcontracting revenue increased by $3.7$3.2 million, or 33%5%. The increaseincreases in recruitment and contracting revenue were primarily reflected the implementation of a new contract win, while the increase in RPO recruitment revenue was due to higher demand from existing clients.clients, as well as the implementation of new client contracts.

    In Asia, revenue increased $0.5$1.6 million, or 8%28%, for the nine months ended September 30, 20212022, compared to in 2020, reflecting2021, as the result of new client wins and higher demand from existing clients.
    
Adjusted net revenue - Asia Pacific
Three Months Ended September 30,Nine Months Ended September 30, Three Months Ended September 30,Nine Months Ended September 30,
20212020Change in amountChange in %20212020Change in amountChange in % 20222021Change in amountChange in %20222021Change in amountChange in %
$ in millions $ in millionsAs
reported
Constant
currency
As
reported
Constant
currency
$ in millionsAs
reported
Constant
currency
As
reported
Constant
currency
Asia PacificAsia PacificAsia Pacific
Adjusted net revenueAdjusted net revenue$7.9 $5.1 $2.8 54 %$20.6 $15.8 $4.8 30 %Adjusted net revenue$8.3 $7.4 $0.9 12 %$25.7 $19.3 $6.4 33 %
Adjusted net revenue as a percentage of revenueAdjusted net revenue as a percentage of revenue25 %25 %N/AN/A24 %25 %N/AN/AAdjusted net revenue as a percentage of revenue28 %25 %N/AN/A28 %24 %N/AN/A
 
For the three months ended September 30, 2021,2022, RPO recruitment adjusted net revenue increased $2.5$0.6 million, or 54%10%, while contracting adjusted net revenue increased $0.3 million, or 54%32%, compared to 2020.the same period in 2021.

    In Australia, adjusted net revenue increased by $2.3$0.8 million, or 57%13%, for the three months ended September 30, 2021,2022, compared to 2020.the same period in 2021. The increase was primarily reflected in RPO recruitment adjusted net revenue, which grew $2.0$0.6 million, or 58%11%, while contracting adjusted net revenue increased by $0.3$0.2 million, or 54%.23%, compared to 2021.

    In Asia, adjusted net revenue increased by $0.4$0.1 million, or 40%8%, for the three months ended September 30, 2021,2022, compared to 2020.the same period in 2021.
    
Total adjusted net revenue as a percentage of revenue was 25%28% for each of the three months ended September 30, 2021, and 2020, respectively.2022, compared to 25% for the same period in 2021. The increase in total adjusted net revenue as a percentage of revenue was attributed to a greater mix of higher margin RPO recruitment revenue to contracting revenue.

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Index
For the nine months ended September 30, 2021,2022, RPO recruitment adjusted net revenue increased by $4.0$5.7 million, or 28%33%, while contracting adjusted net revenue increased by $0.8$0.7 million, or 51%31%, compared to the same period in 2020.2021.

    In Australia, adjusted net revenue increased by $4.3$5.2 million, or 35%34%, for the nine months ended September 30, 2021,2022, compared to the same period in 2020.2021. The increase was primarily reflected in RPO recruitment adjusted net revenue, which grew $3.5$4.7 million, or 33%35%, while contracting adjusted net revenue increased by $0.8$0.6 million, or 54%.26%, compared to 2021.

    In Asia, adjusted net revenue increased $0.4by $1.1 million, or 12%29%, for the nine months ended September 30, 2021,2022, compared to 2020.the same period in 2021.

Total adjusted net revenue as a percentage of revenue was 24%28% for the nine months ended September 30, 2021,2022, compared to 25%24% for the same period in 2020.2021. The decreaseincrease in total adjusted net revenue as a percentage of revenue was attributed to the higher mix of lowerhigher margin contractingRPO recruitment revenue to RPO recruitmentcontracting revenue.
SG&A and Non-Op - Asia Pacific
Three Months Ended September 30,Nine Months Ended September 30,Three Months Ended September 30,Nine Months Ended September 30,
20212020Change in amountChange in %20212020Change in amountChange in % 20222021Change in amountChange in %20222021Change in amountChange in %
$ in millions$ in millionsAs
reported
Constant
currency
As
reported
Constant
currency
$ in millionsAs
reported
Constant
currency
As
reported
Constant
currency
Asia PacificAsia PacificAsia Pacific
SG&A and Non-OpSG&A and Non-Op$6.1 $4.6 $1.5 33 %$17.0 $13.6 $3.4 25 %SG&A and Non-Op$7.0 $5.7 $1.3 22 %$20.0 $16.0 $4.0 25 %
SG&A and Non-Op as a percentage of revenueSG&A and Non-Op as a percentage of revenue19 %22 %N/AN/A20 %22 %N/AN/ASG&A and Non-Op as a percentage of revenue23 %19 %N/AN/A22 %20 %N/AN/A

For the three and nine months ended September 30, 2021,2022, SG&A and Non-Op increased $1.5$1.3 million, or 33%.22%, and $4.0 million, or 25%, respectively, compared to the same periods in 2021. The increase wasincreases in SG&A and Non-Op were primarily due to higher consultant staff costs.

For the three and nine months ended September 30, 2021, SG&A and Non-Op increased $3.4 million, or 25%, compared to the same period in 2020. The increase was principally due to the factor noted above.
    For the three months ended September 30, 2021 and 20202022, SG&A and Non-Op as a percentage of revenue was 19%23% and 22%, as compared to 22%19% and 20%, respectively, for the same periodperiods in 2020. The decrease2021.
For the three and nine months ended September 30, 2022, the increase in SG&A and Non-Op as a percentage of revenue was principally due to the higherlower mix of contracting revenue, where the majority of costs are reflected in adjusted net revenue.

    For the nine months ended September 30, 2021, SG&A and Non-Op as a percentage of revenue was 20%, compared to 22% for the same period in 2020. The decrease was principally due to the factor noted above.
    
Operating Income and EBITDA - Asia Pacific
Three Months Ended September 30,Nine Months Ended September 30,Three Months Ended September 30,Nine Months Ended September 30,
20212020Change in amountChange in %20212020Change in amountChange in % 20222021Change in amountChange in %20222021Change in amountChange in %
$ in millions$ in millionsAs
reported
Constant
currency
As
reported
Constant
currency
$ in millionsAs
reported
Constant
currency
As
reported
Constant
currency
Asia PacificAsia PacificAsia Pacific
Operating incomeOperating income$2.1 $0.9 $1.2 123 %$4.5 $2.6 $1.9 73 %Operating income$1.6 $2.0 $(0.4)(21)%$6.4 $4.2 $2.2 52 %
EBITDAEBITDA$1.8 $0.5 $1.3 234 %$3.6 $2.1 $1.5 70 %EBITDA$1.2 $1.7 $(0.5)(27)%$5.5 $3.4 $2.2 65 %
EBITDA as a percentage of revenueEBITDA as a percentage of revenue%%N/AN/A%%N/AN/AEBITDA as a percentage of revenue%%N/AN/A%%N/AN/A

For the three months ended September 30, 2021,2022, operating income was $2.1$1.6 million, compared to operating income of $0.9$2.0 million in 2020. 2021, and EBITDA was $1.2 million, or 4% of revenue, compared to EBITDA of $1.7 million, or 6% of revenue, in 2021.
The increasedecreases in operating income wasand EBITDA were principally due to the changechanges in adjusted net revenue, as well as lower SG&A and Non-op, as described above.

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For the threenine months ended September 30, 2022, operating income was $6.4 million, compared to operating income of $4.2 million in 2021, and EBITDA was $1.8$5.5 million, or 6% of revenue, compared to EBITDA of $0.5 million, or 3% of revenue, in 2020.
For the nine months ended September 30, 2021, operating income was $4.5 million, compared to operating income of $2.6 million for the same period in 2020. The increase was due to the same factors described above.
For the nine months ended September 30, 2021, EBITDA was $3.6$3.4 million or 4% of revenue, compared toin 2021.
The increases in operating income and EBITDA of $2.1 million, or 3% of revenue. The increase in EBITDA waswere principally due to the changechanges in adjusted net revenue, as well as lower SG&A and Non-op, as described above.

Europe (constant currency)
Revenue - Europe
Three Months Ended September 30,Nine Months Ended September 30,Three Months Ended September 30,Nine Months Ended September 30,
20212020Change in amountChange in %20212020Change in amountChange in % 20222021Change in amountChange in %20222021Change in amountChange in %
$ in millions$ in millionsAs
reported
Constant
currency
As
reported
Constant
currency
$ in millionsAs
reported
Constant
currency
As
reported
Constant
currency
EuropeEurope      Europe      
RevenueRevenue$5.3 $3.8 $1.5 39 %$15.4 $12.1 $3.3 27 %Revenue$6.2 $4.5 $1.6 36 %$18.9 $13.9 $5.1 36 %
  
    For the three months ended September 30, 2021, contracting revenue increased $0.9 million, or 69%, and2022, RPO recruitment revenue increased $0.6by $1.6 million or 25%57%, and contracting revenue increased $0.1 million or 5%, compared to 2020.the same period in 2021, as further discussed below.     

    In the U.K., for the three months ended September 30, 2021,2022, revenue increased by $1.6 million, or 48%38%. The change was driven by increases in contracting and RPO recruitment revenue of $0.9$1.5 million, and $0.7 million, respectively. The increases were due to higher demand from existing clients and the implementation of new client contracts.

    In Continental Europe, total revenue ofincreased to $0.3 million for the three months ended September 30, 2021 decreased 23%,2022, an increase of 15% compared to $0.5 million in 2020, to2021, due to lowerhigher demand atfrom existing recruitment clients.

For the nine months ended September 30, 2021, contracting revenue increased by $1.9 million, or 48%, while2022, RPO recruitment revenue increased by $1.4$4.1 million, or 48%, while contracting revenue increased by $0.9 million, or 17%, compared to the same period in 2020.2021.

    In the U.K., for the nine months ended September 30, 2021,2022, revenue increased by $3.4$5.3 million, or 32%.42%, compared to the same period in 2021. The increase was driven by higher contracting revenue of $1.9 million and higher RPO recruitment revenue of $1.4$4.4 million and higher contracting revenue of $0.9 million.

    In Continental Europe, revenue of $1.5decreased to $1.2 million for the nine months ended September 30, 2021 decreased from $1.62022, compared to revenue of $1.4 million for the same period in 2020,2021, due to the same factor noted above.lower demand from existing recruitment clients.
Adjusted net revenueNet Revenue - Europe
Three Months Ended September 30,Nine Months Ended September 30, Three Months Ended September 30,Nine Months Ended September 30,
20212020Change in amountChange in %20212020Change in amountChange in %20222021Change in amountChange in %20222021Change in amountChange in %
$ in millions$ in millionsAs
reported
Constant
currency
As
reported
Constant
currency
$ in millionsAs
reported
Constant
currency
As
reported
Constant
currency
EuropeEurope      Europe      
Adjusted net revenueAdjusted net revenue$3.1 $2.5 $0.6 22 %$9.0 $7.6 $1.4 19 %Adjusted net revenue$3.9 $2.6 $1.3 51 %$11.9 $8.2 $3.7 46 %
Adjusted net revenue as a percentage of revenueAdjusted net revenue as a percentage of revenue58 %66 %N/AN/A59 %63 %N/AN/AAdjusted net revenue as a percentage of revenue64 %58 %N/AN/A63 %59 %N/AN/A


For the three months ended September 30, 2021,2022, adjusted net revenue increased by $0.6$1.3 million, or 22%51%, driven by an increase in RPO recruitment of $0.5 million.$1.3 million, led by the U.K. as discussed below.
    
    In the U.K., total adjusted net revenue for the three months ended September 30, 20212022 increased by $0.7$1.3 million, or 33%54%, compared to 2020.2021. The increase was driven by RPO recruitment adjusted net revenue, which also increased by $0.7$1.3 million, or 33%.

56%, compared to 2021.
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    In Continental Europe, total adjusted net revenue ofwas $0.3 million for the three months ended September 30, 2021 decreased 30%2022, for an increase of 23% compared to $0.4$0.3 million in 2020,2021, due to lowerhigher demand atfrom existing clients.

For the nine months ended September 30, 2021,2022, adjusted net revenue increased by $1.4$3.7 million, or 19%46%, driven by an increase in RPO recruitment revenue, which also grew $1.4$3.7 million, or 19%47%, compared to the same period in 2020.2021.

    In the U.K., total adjusted net revenue for the nine months ended September 30, 20212022 increased $1.6$3.9 million, or 27%56%, compared to the same period in 2020. The change in the U.K. was2021, driven by an increase in RPO recruitment of $1.6$3.8 million.

    In Continental Europe, for the nine months ended September 30, 2021,2022, total adjusted net revenue decreased by $0.2 million, or 11%12%, compared to the same period in 2020.2021, due to lower demand from existing clients.

SG&A and Non-Op - Europe
Three Months Ended September 30,Nine Months Ended September 30,Three Months Ended September 30,Nine Months Ended September 30,
20212020Change in amountChange in %20212020Change in amountChange in % 20222021Change in amountChange in %20222021Change in amountChange in %
$ in millions$ in millionsAs
reported
Constant
currency
As
reported
Constant
currency
$ in millionsAs
reported
Constant
currency
As
reported
Constant
currency
EuropeEurope      Europe      
SG&A and Non-OpSG&A and Non-Op$3.0 $2.5 $0.5 21 %$8.4 $7.1 $1.3 18 %SG&A and Non-Op$3.7 $2.5 $1.2 46 %$10.9 $7.6 $3.3 44 %
SG&A and Non-Op as a percentage of revenueSG&A and Non-Op as a percentage of revenue56 %64 %N/AN/A55 %59 %N/AN/ASG&A and Non-Op as a percentage of revenue60 %56 %N/AN/A58 %55 %N/AN/A
  
For the three and nine months ended September 30, 2021,2022, SG&A and Non-Op increased $0.5$1.2 million, or 21%46%, and $3.3 million or 44%, respectively, compared to 2020.the same periods in 2021. The increaseincreases in SG&A and Non-Op waswere primarily due tothe result of higher consultant staff costs in the current year, as well as credits of $0.1 million recognized in the prior year due to COVID-19 foreign government assistance programs.year.

For the three and nine months ended September 30, 2021,2022, SG&A and Non-Op as a percentage of revenue was 56%60% and 58%, compared to 64%56% and 55%, respectively in 2020.2021. The decreaseincreases in SG&A and Non-Op as a percentage of revenue waswere primarily due to the increase in revenue noted above.

For the nine months ended September 30, 2021, SG&A and Non-Op increased $1.3 million, or 18%, compared to the same period in 2020. The increase in SG&A and Non-Op was primarily due to higher consultant staff costs in the current year, as well as credits of $0.3 million recognized in the prior year due to COVID-19 foreign government assistance programs.
    For the nine months ended September 30, 2021, SG&A and Non-Op as a percentage of revenue was 55%, compared to 59% for the same period in 2020. The decrease in SG&A and Non-Op was primarily due to the same factors noted above.costs.

Operating Income and EBITDA - Europe
Three Months Ended September 30,Nine Months Ended September 30,Three Months Ended September 30,Nine Months Ended September 30,
20212020Change in amountChange in %20212020Change in amountChange in % 20222021Change in amountChange in %20222021Change in amountChange in %
$ in millions$ in millionsAs
reported
Constant
currency
As
reported
Constant
currency
$ in millionsAs
reported
Constant
currency
As
reported
Constant
currency
EuropeEurope      Europe      
Operating incomeOperating income$0.1 $— $0.1 193 %$0.9 $0.2 $0.7 317 %Operating income$0.3 $0.1 $0.2 195 %$1.3 $0.8 $0.5 60 %
EBITDAEBITDA$0.1 $— $0.1 423 %$0.7 $0.4 $0.3 73 %EBITDA$0.3 $0.1 $0.2 189 %$1.0 $0.6 $0.4 66 %
EBITDA as a percentage of revenueEBITDA as a percentage of revenue%(1)%N/AN/A%%N/AN/AEBITDA as a percentage of revenue%%N/AN/A%%N/AN/A


    For the three months ended September 30, 2021,2022, operating income was $0.1$0.3 million, compared to operating income of $0.0$0.1 million for the same period in 2020. 2021, and EBITDA was $0.3 million, or 5% of revenue, compared to EBITDA of $0.1 million for the same period in 2021.
For the nine months ended September 30, 2022, operating income was $1.3 million, compared to operating income of $0.8 million for the same period in 2021, and EBITDA was $1.0 million, or 5% of revenue, compared to EBITDA of $0.6 million, or 4% of revenue, for the same period in 2021.
The increase wasincreases in operating income and EBITDA for the three and nine months ended September 30, 2022, were principally due to the gains in RPO recruitment revenue noted above.
For the three months ended September 30, 2021, EBITDA was $0.1 million, or 2% of revenue, compared to EBITDA of $0.0 million in 2020.
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For the nine months ended September 30, 2021, operating income was $0.9 million compared to operating income of $0.2 million for the same period in 2020. The increase in operating income was due to the same factors noted above.
For the nine months ended September 30, 2021, EBITDA was $0.7 million, or 4% of revenue, compared to EBITDA of $0.4 million, or 3% of revenue, for the same period in 2020.
The following are discussed in reported currency

Corporate Expenses, Net of Corporate Management ExpensesExpense Allocations
 
    Corporate expenses were $0.7 million for the three months ended September 30, 2022 compared to $1.0 million for the three months ended September 30, 2021 compared to $0.7 million for the three months ended September 30, 2020.2021. The increasedecrease was primarily due to lower corporate allocationsstaff costs, a decrease in stock compensation expense, and higher professional fees.corporate allocations.

    For the nine months ended September 30, 2021,2022, corporate expenses were $2.4$2.3 million compared to $2.4 million for the same period in 2020,2021, for a decrease of $0.0$0.1 million. The decrease was primarily due to higher corporate allocations and lower staff costs,stock compensation expense, which were partially offset by an increase in 2020 reflected severance expense of $0.1 million.professional fees.

Depreciation and Amortization Expense

    Depreciation and amortization expense was $0.1$0.4 million and $0.3$1.0 million for the three and nine months ended September 30, 2021,2022, compared to $0.0$0.1 million and $0.1$0.3 million for the same periods in 2020,2021, respectively. The increases were principally driven by amortization expense associated with the acquisitionacquisitions of HnB, Coit Staffing, Inc. (see, and Karani of $0.3 million and $0.8 million for the three and nine months ended September 30, 2022, respectively. (See Note 5 to the Condensed Consolidated Financial Statements in Part I, Item 1 of this Form 10-Q)of $0.1 million and $0.2 million for the three and nine months ended September 30, 2021, respectively.

Other incomeIncome (expense), Net

Other income was $0.0 million for each of the three months ended September 30, 2021 compared to other income of $0.1 million for the same period in 2020.2022 and 2021. For the nine months ended September 30, 2021,2022, other expenses of $0.1expense was $0.0 million, compared to other incomeexpense of $0.5$0.1 million in 2020. The decreases were driven by government assistance received in 2020 in exchange for maintaining certain levels of compensation and other costs in response to the COVID-19 pandemic, mainly in the U.K., Hong Kong, and in Singapore. See Note 2 to the Condensed Consolidated Financial Statements in Part I, Item 1 of this Form 10-Q for additional information.2021.
    
Provision for Income Taxes

    The provision for income taxes for the nine months ended September 30, 20212022 was $0.5$1.7 million on $1.6$8.7 million of pre-tax income, compared to a provision for income tax of $0.5 million on $1.9$1.6 million of pre-tax lossincome for the same period in 2020.2021. The effective tax rates for the nine months ended September 30, 20212022 and 20202021 were positive 29%19% and negative 28%positive 29%, respectively. For the nine months ended September 30, 2021,2022, the effective tax rate differed from the U.S. Federal statutory rate of 21% primarily due to a discrete tax benefit recognized following the settlement of Canadian withholding taxes, state income taxes, 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, variations from the U.S. Federal statutoryforeign tax rate in foreign jurisdictions,differences, taxes on repatriations or deemed repatriation of foreign profits, and non-deductible expenses.

Net Income (Loss)

    Net income was $1.0 million for the three months ended September 30, 2022, compared to net income of $1.5 million for the three months ended September 30, 2021, compared to net loss of $1.2 million2021. Basic and diluted earnings per share were $0.31 and $0.30, respectively, for the three months ended September 30, 2020.2022, compared to basic and diluted earnings per share of $0.51 and $0.49, respectively for the same period in 2021.

Net income was $7.1 million for the nine months ended September 30, 2022, compared to net income of $1.2 million for the same period in 2021, an increase in net income of $5.9 million. Basic and diluted earnings per share were $0.51$2.35 and $0.49$2.25, respectively, for the threenine months ended September 30, 2021, respectively,2022, compared to basic and diluted loss per share of $0.41$0.40 and $0.39, respectively for the same period in 2020.

Net income was $1.2 million for the nine months ended September 30, 2021, compared to net loss of $2.4 million for the same period in 2020, a increase in net income of $3.6 million. Basic and diluted earnings per share were $0.40 and $0.39 for the nine months ended September 30, 2021, respectively, compared to basic and diluted loss per share of $0.84 for the same period in 2020.2021.
    
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Liquidity and Capital Resources 

    As of September 30, 2021,2022, cash and cash equivalents and restricted cash totaled $26.5$22.7 million, compared to $26.2$22.1 million as of December 31, 2020.2021. The following table summarizes the Company'sCompany’s cash flow activities for the nine months ended September 30, 20212022 and 2020:2021:
For the Nine Months Ended September 30,For the Nine Months Ended September 30,
$ in millions$ in millions20212020$ in millions20222021
Net cash provided by (used in) operating activities$0.8 $(1.4)
Net cash provided by operating activitiesNet cash provided by operating activities$5.1 $0.8 
Net cash used in by investing activitiesNet cash used in by investing activities(0.1)— Net cash used in by investing activities(1.3)(0.1)
Net cash used in financing activitiesNet cash used in financing activities— (0.9)Net cash used in financing activities(2.0)— 
Effect of exchange rates on cash, cash equivalents, and restricted cashEffect of exchange rates on cash, cash equivalents, and restricted cash(0.4)0.3 Effect of exchange rates on cash, cash equivalents, and restricted cash(1.2)(0.4)
Net decrease in cash, cash equivalents, and restricted cash$0.3 $(2.0)
Net increase in cash, cash equivalents, and restricted cashNet increase in cash, cash equivalents, and restricted cash$0.6 $0.3 
 
Cash Flows from Operating Activities

    For the nine months ended September 30, 2021,2022, net cash provided by operating activities was $0.8$5.1 million, compared to $1.4$0.8 million of net cash used in operating activities in 2020,2021, resulting in an increase in net cash provided by of $2.2$4.3 million. The increase in net cash provided resulted principally from the Company's higher net income partlyin 2022, partially offset by less favorable working capital comparisons to the prior year.

Cash Flows from Investing Activities

    For the nine months ended September 30, 2021,2022, net cash used in investing activities was $0.1$1.3 million compared to $0.0$0.1 million of net cash used in investing activities in 2021. The increase primarily reflects the net cash paid of $0.8 million for the same periodacquisition of HnB. See Note 4 to Consolidated Financial Statements in 2020.Item 8 for additional information.

Cash Flows from Financing Activities

    For the nine months ended September 30, 2021,2022, net cash used in financing activities was $0.0 million, compared to$2.0 million. The increase in net cash used in financing activities of $0.9 million in 2020. Net cash used in financing activities in 2020 was attributable to sharesthe common stock repurchased, for an aggregate of $2.3$1.1 million partially offset by proceeds received in 2020 from2022, a loan repayment of $0.6 million associated with the PPP loanKarani Acquisition, and an increase in payments of $1.3 million.$0.2 million in taxes in connection with the net issuance of common stock upon the vesting of restricted stock units.


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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 September 30, 2021,2022, there were no amounts outstanding under the NAB Facility Agreement. Interest expense and fees incurred on the NAB Facility Agreement were $5 and $14 for the three and nine months ended September 30, 2022, respectively, and $5 and $15 for the three and nine months ended September 30, 2021, respectively, and $4 and $14 for the three and nine months ended September 30, 2020, respectively. The Australian Borrower was in compliance with all financial covenants under the NAB Facility Agreement as of September 30, 2021.2022.
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Liquidity Outlook

    As of September 30, 2021,2022, the Company had cash and cash equivalents on hand of $26.2$22.4 million. The Company also has the capability to borrow an additional 4 million Australian dollars under the NAB Facility Agreement. In addition, the Company has a promissory note outstanding of $1.3 million, in connection with the Karani Acquisition. Other than as described above, the Company has no financial guarantees, outstanding debt or other lease agreements or arrangements that could trigger a requirement for an early payment or that could change the value of our assets. The Company believes that it has sufficient liquidity to satisfy its needs through at least the next 12 months, based on the Company'sCompany’s financial position as of September 30, 2021.2022. The Company'sCompany’s near-term cash requirements during 20212022 are primarily related to the funding of the Company’s operations. For the full year 2021,2022, the Company expects to make capital expenditures of less than $0.5$1.0 million.
    As of September 30, 2021, $15.12022, $12.9 million of the Company'sCompany’s cash and cash equivalents noted above were held in the U.S. and the remainder were held outside the U.S., primarily in Australia ($4.7 million), Switzerland ($1.63.6 million), Hong Kong ($1.21.3 million), China ($1.11.2 million), the U.K.India ($0.90.8 million), Singapore ($0.7 million), Belgium ($0.40.6 million), and SingaporeSwitzerland ($0.4 million). The majority of the Company'sCompany’s offshore cash is available to it as a source of funds, net of any tax obligations or assessments.

Off-Balance Sheet Arrangements
    The Company does not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.

Contingencies
    From time to time in the ordinary course of business, the Company is subject to compliance audits by U.S. federal, state, local, and foreign government regulatory, tax, and other authorities relating to a variety of regulations, including wage and hour laws, unemployment taxes, workers' compensation, immigration, and income, value-added, and sales taxes. The Company is also subject to, from time to time in the ordinary course of business, various claims, lawsuits, 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. Periodic events and management actions such as business reorganization initiatives can change the number and typetypes of audits, claims, lawsuits, contract disputes, or complaints asserted against the Company. EventsSuch events can also change the likelihood of assertion and the behavior of third parties to reach resolution regarding such matters.
    The economic conditions in the recent past have given rise to many news reports and bulletins from clients, tax authorities, and other parties about changes in their procedures for audits, payment, plans to challenge existing contracts, and other such matters aimed at being more aggressive in the resolution of such matters in their own favor. The Company believes that it has appropriate procedures in place for identifying and communicating any matters of this type, whether asserted or likely to be asserted, and it evaluates its liabilities in light of the prevailing circumstances. Changes in the behavior of third parties could cause the Company to change its view of the likelihood of a claim and what might constitute a trend. Employment laws vary in the markets in which we operate, and in some cases, employees and former employees have extended periods during which they may bring claims against the Company.
    For matters that reach the threshold of probable and estimable, the Company establishes reserves for legal, regulatory, and other contingent liabilities. The Company’sCompany did not have any reserves were $0.0 million as of September 30, 20212022 and December 31, 2020, respectively. 2021.
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Although the outcome of these matters cannot be determined, the Company believes that none of the currently pending matters, individually or in the aggregate, will have a material adverse effect on the Company’s financial condition, results of operations or liquidity.

Recent Accounting Pronouncements
    See Note 3 to the Condensed Consolidated Financial Statements in Part I, Item 1 of this Form 10-Q for a full description of relevant recent accounting pronouncements, including the respective expected dates of adoption.
Critical Accounting Policies & Estimates
    See “Critical Accounting Policies”Policies & Estimates” under Item 7 of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 20202021 filed with the SEC on March 11, 20212022 and incorporated by reference herein. There were no changes to the Company’s critical accounting policies during the three months ended September 30, 2021.2022.
    
FORWARD-LOOKING STATEMENTS
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    This Form 10-Q contains statements that the Company believes to be “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact included in this Form 10-Q, including statements regarding the Company’s future financial condition, results of operations, business operations and business prospects, are forward-looking statements. Words such as “anticipate,” “estimate,” “expect,” “project,” “intend,” “plan,” “predict,” “believe,” and similar words, expressions, and variations of these words and expressions are intended to identify forward-looking statements. All forward-looking statements are subject to important factors, risks, uncertainties, and assumptions, including industry and economic conditions that could cause actual results to differ materially from those described in the forward-looking statements. Such factors, risks, uncertainties, and assumptions include, but are not limited to, (1) global economic fluctuations, (2) rising inflationary pressures and interest rates, (3) the adverse impacts of the recent coronavirus, or COVID-19 outbreak, (3)pandemic, (4) the Company’s ability to successfully achieve its strategic initiatives, (4)(5) risks related to potential acquisitions or dispositions of businesses by the Company, (5) the Company’s ability to retain and recruit qualified management and/or advisors, (6) the Company’s ability to operate successfully as a company focused on its RPO business, (7) risks related to fluctuations in the Company’s operating results from quarter to quarter, (8) the loss of or material reduction in our business with any of the Company’s largest customers, (9) the ability of clients to terminate their relationship with the Company at any time, (10) competition in the Company’s markets, (11) the negative cash flows and operating losses that may recur in the future, (12) risks relating to how future credit facilities may affect or restrict our operating flexibility, (13) risks associated with the Company’s investment strategy, (14) risks related to international operations, including foreign currency fluctuations, political events, natural disasters or health crises, including the ongoing COVID-19 outbreak,pandemic and Russia-Ukraine conflict, (15) the Company’s dependence on key management personnel, (16) the Company’s ability to attract and retain highly skilled professionals, management, and advisors, (17) the Company’s ability to collect accounts receivable, (18) the Company’s ability to maintain costs at an acceptable level, (19) the Company’s heavy reliance on information systems and the impact of potentially losing or failing to develop technology, (20) risks related to providing uninterrupted service to clients, (21) the Company’s exposure to employment-related claims from clients, employers and regulatory authorities, current and former employees in connection with the Company’s business reorganization initiatives, and limits on related insurance coverage, (22) the Company’s ability to utilize net operating loss carry-forwards, (23) volatility of the Company’s stock price, (24) the impact of government regulations, and (25) restrictions imposed by blocking arrangements, and (26) those risks set forth in “Risk Factors.Factors in the Company’s Annual Report on From 10-K for the year ended December 31, 2021.” The foregoing list should not be construed to be exhaustive. Actual results could differ materially from the forward-looking statements contained in this Form 10-Q. In view of these uncertainties, you should not place undue reliance on any forward-looking statements, which are based on our current expectations. These forward-looking statements speak only as of the date of this Form 10-Q. The Company assumes no obligation, and expressly disclaims any obligation, to update any forward-looking statements, whether as a result of new information, future events or otherwise.
 
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ITEM 3.    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

    The Company conducts operations in various countries and faces both translation and transaction risks related to foreign currency exchange. For the nine months ended September 30, 2021,2022, the Company earned approximately 86%74% of its revenue outside the U.S., and it collected payments in local currency, and paid related operating expenses in such corresponding local currency. Revenues and expenses in foreign currencies translate into higher or lower revenues and expenses in U.S. dollars as the U.S. dollar weakens or strengthens against other currencies. Therefore, changes in exchange rates may affect our consolidated revenues and expenses (as expressed in U.S. dollars) from foreign operations. Specifically, the ongoing COVID-19 pandemic has negatively impacted certain currencies compared to the U.S. dollar in the countries where we do business.

    Amounts invested in our foreign operations are translated into U.S. dollars at the exchange rates in effect at the balance sheet date. The resulting translation adjustments are recorded as a component of accumulated other comprehensive income in the stockholders’ equity section of the Condensed Consolidated Balance Sheets. The translation of foreign currency into U.S. dollars is reflected as a component of stockholders' equity and does not impact our reported net income (loss).


ITEM 4.    CONTROLS AND PROCEDURES
Disclosure Controls and Procedures 
    The Company’s management, with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, has conducted an evaluation of the design and operation of the Company’s disclosure controls and procedures, as such term is defined under Rule 13a-15(e) underof the Securities Exchange Act of 1934, as amended. Based on this evaluation, the Company’s Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were effective as of September 30, 2021.2022. However, such controls and procedures are designed only to provide reasonable assurance. There is no complete assurance that these controls and procedures will operate effectively under all circumstances.
Changes in Internal Control Over Financial Reporting 
    There were no changes in the Company’s internal control over financial reporting that occurred during the nine months ended September 30, 20212022 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

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PART II - OTHER INFORMATION

ITEM 1.    LEGAL PROCEEDINGS
    The Company is subject, from time to time, to various legal proceedings that are incidental to the conduct of its business. The Company is not involved in any pending legal proceeding that it believes would reasonably be expected to have a material adverse effect on its financial condition or results of operations.

ITEM 1A.    RISK FACTORS

    As of September 30, 2021, there have not been any material changesIn evaluating us and our common stock, we urge you to carefully consider the risks and other information set forthin this Quarterly Report on Form 10-Q, the risk factors disclosed in Item 1A. “Risk Factors” disclosed in the Company'sof Part I of our Annual Report on Form 10-K for the fiscal year ended December 31, 2020.2021, as well as additional risks and uncertainties not currently known to us or that we currently deem immaterial, that could materially and adversely affect our results of operations or financial condition.

    The following information is added to Item 1A. Risk Factors as a second paragraph under the heading “Our operations will be affected by global economic fluctuations” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2021.

    The pricing pressures and global economic fluctuations are not limited to the periods of U.S./China trade tensions and the COVID-19 pandemic. The inflationary environment and related interest rate impacts continue to have a significant adverse impact on the economy and market conditions. These factors may impact labor markets and the demand for workforce, available borrowing capacity, cash flow protection, and more. As a result, our business, financial condition, and results of operations may be negatively affected.

ITEM 2.    UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

    The following table summarizes purchases of common stock by the Company during the quarter ended September 30, 2021.2022.
 
Period Total Number
 of Shares 
Purchased
 Average Price Paid per ShareTotal Number of
Shares 
Purchased as
Part of Publicly
Announced 
Plans
or Programs
Approximate Dollar 
Value of Shares
that May Yet Be
Purchased Under
the Plans or Programs
(a)
July 1, 2021 - July 30, 2021— $— — $1,703,000 
August 1, 2021 - August 31, 2021— $— — $1,703,000 
September 1, 2021 - September 30, 2021— $— — $1,703,000 
Total— $— — $1,703,000 
Period Total Number
 of Shares 
Purchased
 Average Price Paid per ShareTotal Number of
Shares 
Purchased as
Part of Publicly
Announced 
Plans
or Programs
Approximate Dollar 
Value of Shares
that May Yet Be
Purchased Under
the Plans or Programs
(a)
July 1, 2022 - July 30, 2022— $— — $1,703,134 
August 1, 2022 - August 31, 202212,388 $34.15 12,388 $1,280,144 
September 1, 2022 - September 30, 202220,227 $35.00 20,227 $572,226 
Total32,615 $34.67 32,615 $572,226 
 
(a)On July 30, 2015, the Company announced that its Board authorized the repurchase of up to $10.0 million of the Company'sCompany’s common stock. The authorization does not expire. See Note 12 to the Condensed Consolidated Financial Statements in Item 1 included in Part I of this Form 10-Q for further details. In the nine months ended September 30, 2022, the Company repurchased 32,615 shares of its common stock on the open market for $1,131. As of September 30, 2021,2022, the Company had repurchased 432,563an aggregate of 465,178 shares for a total cost of approximately $8.3$9.4 million under this authorization. From time to time, the Company may enter into a Rule 10b5-1 trading plan for purposes of repurchasing common stock under this authorization.

In addition to the shares repurchased above under the $10 million authorization plan, the Company completed the purchase of 259,331 shares in connection with transactions with certain stockholders for a total cost of $2.2 million, including fees (see Note 12 to the Condensed Consolidated Financial Statements in Item 1 included in Part I of this Form 10-Q for further information).
    

ITEM 3.    DEFAULTS UPON SENIOR SECURITIES
    None.
 
ITEM 4.    MINE SAFETY DISCLOSURES
    Not applicable.
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ITEM 5.    OTHER INFORMATION
    None.

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ITEM 6.    EXHIBITS

HUDSON GLOBAL, INC.
FORM 10-Q
EXHIBIT INDEX

The exhibits to this Form 10-Q are listed in the following Exhibit Index:
Exhibit No.Description
10.1
31.1*
31.2*
32.1**
32.2**
101*The following materials from Hudson Global, Inc.’s Quarterly Report on Form 10-Q for the quarter ended September 30, 20212022 are filed herewith, formatted in iXBRL (Inline Extensible Business Reporting Language): (i) the Condensed Consolidated Statements of Operations for the three months and nine months ended September 30, 20212022 and 2020,2021, (ii) the Condensed Consolidated Statements of Other Comprehensive Income (Loss) for the three months and nine months ended September 30, 20212022 and 2020,2021, (iii) the Condensed Consolidated Balance Sheets as of September 30, 20212022 and December 31, 2020,2021, (iv) the Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 20212022 and 2020,2021, (v) the Condensed Consolidated Statements of Stockholders’ Equity for the three months and nine months ended September 30, 20212022 and 2020,2021, and (vi) Notes to Condensed Consolidated Financial Statements.
104*
The cover page from the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2021,2022, formatted in iXBRL and contained in Exhibit 101.
 

*Filed herewith.

** Furnished, not filed.

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SIGNATURES
    Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 
 HUDSON GLOBAL, INC.
 (Registrant)
   
Dated:November 5, 202110, 2022By:/s/ JEFFREY E. EBERWEIN
  Jeffrey E. Eberwein
  Chief Executive Officer
  (Principal Executive Officer)
 
Dated:November 5, 202110, 2022By:/s/ MATTHEW K. DIAMOND
 Matthew K. Diamond
 Chief Financial Officer
 (Principal Financial Officer)
 

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