0001210708falsetrue00012107082024-05-102024-05-100001210708exch:XNASus-gaap:CommonStockMember2024-05-102024-05-100001210708exch:XNAShson:PreferredSharePurchaseRightsMember2024-05-102024-05-10


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
 
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 10, 2024
 

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

Delaware001-3870459-3547281
(State or other jurisdiction
of incorporation)		(Commission
File Number)		(I.R.S. Employer
Identification No.)

53 Forest Avenue, Suite 102
Old Greenwich, CT 06870
(Address of Principal Executive Offices)
 
Registrant's telephone number, including area code (475) 988-2068
N/A
(Former name or former address, if changed since last report)
 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name 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 is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

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.  ☐




ITEM 2.02.RESULTS OF OPERATIONS AND FINANCIAL CONDITION.

On May 10, 2024, Hudson Global, Inc. (the "Company") issued a press release announcing its financial results for the three months ended March 31, 2024. A copy of such press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
 
The information in this Current Report on Form 8-K furnished pursuant to Item 2.02, including Exhibit 99.1, shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to liability under that section, and they shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

ITEM 9.01.FINANCIAL STATEMENTS AND EXHIBITS.
 
(d) Exhibits

The exhibit listed in the following Exhibit Index is provided as part of the information furnished under Item 2.02 of this Current Report on Form 8-K:

EXHIBIT INDEX


1


SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.
 
HUDSON GLOBAL, INC.
 (Registrant)
  
By:/s/ JEFFREY E. EBERWEIN
 Jeffrey E. Eberwein
 Chief Executive Officer
  
 Dated:May 10, 2024

2


Exhibit 99.1
hsonreda.jpg
For Immediate Release            

Hudson Global Reports 2024 First Quarter Results

OLD GREENWICH, CT - May 10, 2024 - Hudson Global, Inc. (Nasdaq: HSON) ("Hudson Global" or "the Company"), a leading global total talent solutions company, announced today financial results for the first quarter ended March 31, 2024.

2024 First Quarter Summary

•Revenue of $33.9 million decreased 21.3% from the first quarter of 2023 and 20.1% in constant currency.
•Adjusted net revenue of $16.3 million decreased 25.0% from the first quarter of 2023 and 24.6% in constant currency.
•Net loss was $2.9 million, or $0.95 per diluted share, compared to net income of $0.4 million, or $0.11 per diluted share, for the first quarter of 2023. Adjusted net loss per diluted share (non-GAAP measure)* was $0.72 compared to adjusted net income per diluted share of $0.22 in the first quarter of 2023.
•Adjusted EBITDA loss (non-GAAP measure)* was $1.5 million, a decrease versus adjusted EBITDA of $1.1 million in the first quarter of 2023.
•Total cash including restricted cash was $21.0 million at March 31, 2024.

“As expected, our first quarter 2024 results were weak due to lower than normal hiring volumes at many of our clients," said Jeff Eberwein, Chief Executive Officer of Hudson Global. "Although some of this weakness has continued into Q2, we expect hiring activity at existing clients to recover going forward and, importantly, new business wins over the last 12 months will begin to show up in our results in Q2 and be more fully reflected in the second half of 2024. Over the past six months we have reduced costs and repositioned the business for future growth and profitability. We have implemented numerous positive changes to the business, including optimizing the talent across our organization, expanding our geographic presence, and augmenting our service offering to existing and future RPO clients. Given our strong sales pipeline, I'm very excited about our growth potential.”

Jake Zabkowicz, Global CEO of Hudson RPO, added, "Hudson RPO has made considerable strides this year in enriching our service offering and increasing our global market presence to best position ourselves for long-term success. Thus far in 2024, we have announced two small, but important, UAE-based acquisitions, Executive Solutions and Striver, as well as an organic enhancement of our boutique search offering. We also initiated an internal reorganization, allowing us greater agility to support our current and future partners. In addition, we are investing in our global sales organization to support the expansion initiatives we have put in place.”

Mr. Zabkowicz continued, “Since joining Hudson RPO in November, I have been inspired by the dedication and ambition of our team, and I am excited about the long-term growth of our business.”

* The Company provides non-GAAP measures as a supplement to financial results based on accounting principles generally accepted in the United States ("GAAP"). Constant currency, adjusted EBITDA,
EBITDA, adjusted net income or loss, and adjusted net income or loss per diluted share are defined in the segment tables at the end of this release and a reconciliation of such non-GAAP measures to the most directly comparable GAAP measures is included within such segment tables.

1

Regional Highlights

All growth rate comparisons are in constant currency.

Americas

In the first quarter of 2024, Americas revenue of $6.0 million decreased 35% and adjusted net revenue of $5.8 million also decreased 35% from the first quarter of 2023. EBITDA loss was $0.9 million in the first quarter of 2024 versus EBITDA loss of $0.4 million in same period last year. Adjusted EBITDA loss was $0.7 million in the first quarter of 2024 compared to breakeven adjusted EBITDA in the same period last year.

Asia Pacific

Asia Pacific revenue of $21.5 million decreased 18% while adjusted net revenue of $6.5 million decreased 20% in the first quarter of 2024 compared to the same period in 2023. EBITDA loss was $0.6 million in the first quarter of 2024 compared to EBITDA of $1.4 million in the same period one year ago, and adjusted EBITDA loss was $0.2 million compared to adjusted EBITDA of $1.7 million in the first quarter of 2023.

Europe

Europe revenue in the first quarter of 2024 decreased 6% to $6.4 million and adjusted net revenue of $4.0 million decreased 13% from the first quarter of 2023. EBITDA was $0.3 million in the first quarter of 2024 compared to EBITDA of $0.4 million in the same period one year ago. Adjusted EBITDA was $0.3 million in the first quarter of 2024 compared to adjusted EBITDA of $0.5 million in the first quarter of 2023.

2

Corporate Costs

In the first quarter of 2024, the Company's corporate costs were $1.0 million, compared to $1.1 million in the prior year quarter. Corporate costs in the first quarter of 2024 and 2023 excluded non-recurring expenses of $0.5 million and $0.2 million, respectively.

Liquidity and Capital Resources

The Company ended the first quarter of 2024 with $21.0 million in cash, including $0.6 million in restricted cash. The Company used $1.8 million in cash flow from operations during the first quarter of 2024 compared to an outflow of $5.0 million of cash flow from operations in the first quarter of 2023.

Share Repurchase Program

As a reminder, the Company approved a new $5 million common stock share repurchase program, effective August 8, 2023. As of March 31, 2024, under this program, the Company acquired to date 20,957 shares in the open market for a total of $0.4 million. In addition, the Company repurchased 44,250 shares in the first quarter of 2024 in a privately negotiated transaction, leaving a remaining balance of $4.0 million available for purchase under the 2023 authorization. The Company continues to view share repurchases as an attractive use of capital.

NOL Carryforward

As of December 31, 2023, Hudson Global had $302 million of usable net operating losses (“NOL”) in the U.S., which the Company considers to be a very valuable asset for its stockholders. In order to protect the value of the NOL for all stockholders, the Company has a rights agreement and charter amendment in place that limit beneficial ownership of Hudson Global common stock to 4.99%. Stockholders who wish to own more than 4.99% of Hudson Global common stock, or who already own more than 4.99% of Hudson Global common stock and wish to buy more, may only acquire additional shares with the Board’s prior written approval.

Conference Call/Webcast

The Company will conduct a conference call today, Friday, May 10, 2024 at 10:00 a.m. ET to discuss this announcement. Individuals wishing to listen can access the webcast on the investor information section of the Company's web site at hudsonrpo.com.

If you wish to join the conference call, please use the dial-in information below:
•Toll-Free Dial-In Number: (833) 816-1383
•International Dial-In Number: (412) 317-0476

The archived call will be available on the investor information section of the Company's web site at hudsonrpo.com.
3

About Hudson Global
Hudson Global, Inc. is a leading global total talent solutions provider operating under the brand name Hudson RPO. We deliver innovative, customized recruitment outsourcing and total talent solutions to organizations worldwide. Through our consultative approach, we develop tailored talent solutions designed to meet our clients’ strategic growth initiatives. As a trusted advisor, we meet our commitments, deliver quality and value, and strive to exceed expectations.

For more information, please visit us at hudsonrpo.com or contact us at ir@hudsonrpo.com.

Investor Relations:
The Equity Group
Lena Cati
212 836-9611 / lcati@equityny.com

Forward-Looking Statements

This press release 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 press release, 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, global economic fluctuations; the Company’s ability to successfully achieve its strategic initiatives ; risks related to potential acquisitions or dispositions of businesses by the Company; the Company’s ability to operate successfully as a company focused on its RPO business; risks related to fluctuations in the Company’s operating results from quarter to quarter due to various factors such as rising inflationary pressures and interest rates; the loss of or material reduction in our business with any of the Company’s largest customers; the ability of clients to terminate their relationship with the Company at any time; competition in the Company’s markets; the negative cash flows and operating losses that may recur in the future; risks relating to how future credit facilities may affect or restrict our operating flexibility; risks associated with the Company’s investment strategy; risks related to international operations, including foreign currency fluctuations, political events, natural disasters or health crises, including the Russia-Ukraine war, the Hamas-Israel war, and potential conflict in the Middle East; the Company’s dependence on key management personnel; the Company’s ability to attract and retain highly skilled professionals, management, and advisors; the Company’s ability to collect accounts receivable; the Company’s ability to maintain costs at an acceptable level; the Company’s heavy reliance on information systems and the impact of potentially losing or failing to develop technology; risks related to providing uninterrupted service to clients; 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; the Company’s ability to utilize net operating loss carryforwards; volatility of the Company’s stock price; the impact of government regulations; restrictions imposed by blocking arrangements; risks related to the use of new and evolving technologies; and the adverse impacts of cybersecurity threats and attacks. Additional information concerning these, and other factors is contained in the Company's filings with the Securities and Exchange Commission. These forward-looking statements speak only as of the date of this document. 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.

Financial Tables Follow
4

HUDSON GLOBAL, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share amounts)
(unaudited)
 Three Months Ended
March 31,
 20242023
Revenue$33,891 $43,072 
Operating expenses:  
Direct contracting costs and reimbursed expenses17,561 21,308 
Salaries and related15,166 17,478 
Office and general2,929 2,939 
Marketing and promotion878 981 
Depreciation and amortization397 348 
Total operating expenses36,931 43,054 
Operating (loss) income(3,040)18 
Non-operating income (expense):  
Interest income, net93 64 
Other (expense) income, net(39)133 
(Loss) income before income taxes(2,986)215 
Benefit from income taxes (88)(139)
Net (loss) income $(2,898)$354 
Earnings per share:  
Basic$(0.95)$0.12 
Diluted$(0.95)$0.11 
Weighted-average shares outstanding:  
Basic3,041 3,033 
Diluted3,041 3,122 

5

HUDSON GLOBAL, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except per share amounts)
(unaudited)
March 31,
2024		December 31,
2023
ASSETS  
Current assets:  
Cash and cash equivalents$20,414 $22,611 
Accounts receivable, less allowance for expected credit losses of $368 and $378, respectively20,970 19,710 
Restricted cash, current391 354 
Prepaid and other2,768 3,172 
Total current assets44,543 45,847 
Property and equipment, net of accumulated depreciation of $1,658 and $1,564, respectively317 421 
Operating lease right-of-use assets1,245 1,431 
Goodwill5,728 5,749 
Intangible assets, net of accumulated amortization of $3,058 and $2,771, respectively3,336 3,628 
Deferred tax assets, net3,562 3,360 
Restricted cash194 205 
Other assets277 317 
Total assets$59,202 $60,958 
LIABILITIES AND STOCKHOLDERS’ EQUITY  
Current liabilities:  
Accounts payable$1,974 $868 
Accrued salaries, commissions, and benefits5,452 4,939 
Accrued expenses and other current liabilities5,701 4,635 
Operating lease obligations, current766 768 
Total current liabilities13,893 11,210 
Income tax payable88 87 
Operating lease obligations479 664 
Other liabilities439 443 
Total liabilities14,899 12,404 
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; 3,995 and
3,896 shares issued; 2,833 and 2,807 shares outstanding, respectively		4 4 
Additional paid-in capital493,414 493,036 
Accumulated deficit(428,145)(425,247)
Accumulated other comprehensive loss, net of applicable tax(1,926)(1,290)
Treasury stock, 1,162 and 1,089 shares, respectively, at cost(19,044)(17,949)
Total stockholders’ equity44,303 48,554 
Total liabilities and stockholders’ equity$59,202 $60,958 
6

HUDSON GLOBAL, INC.
SEGMENT ANALYSIS - QUARTER TO DATE
RECONCILIATION OF ADJUSTED EBITDA
(in thousands)
(unaudited)
For The Three Months Ended March 31, 2024AmericasAsia PacificEuropeCorporateTotal
Revenue, from external customers$5,994 $21,509 $6,388 $— $33,891 
Adjusted net revenue, from external customers (1)
$5,805 $6,546 $3,979 $— $16,330 
Net loss$(2,898)
Benefit from income taxes (88)
Interest income, net(93)
Depreciation and amortization397 
EBITDA (loss) (2)
$(864)$(601)$268 $(1,485)(2,682)
Non-operating expense (income), including corporate administration charges62 118 10 (151)39 
Stock-based compensation expense94 127 58 99 378 
Non-recurring severance and professional fees— 186 7 530 723 
Adjusted EBITDA (loss) (2)
$(708)$(170)$343 $(1,007)$(1,542)
For The Three Months Ended March 31, 2023AmericasAsia PacificEuropeCorporateTotal
Revenue, from external customers$9,272 $27,276 $6,524 $— $43,072 
Adjusted net revenue, from external customers (1)
$8,922 $8,459 $4,383 $— $21,764 
Net income$354 
Benefit from income taxes(139)
Interest income, net(64)
Depreciation and amortization348 
EBITDA (loss) (2)
$(430)$1,434 $444 $(949)499 
Non-operating expense (income), including corporate administration charges116 241 25 (515)(133)
Stock-based compensation expense 161 73 77 162 473 
Non-recurring severance and professional fees34 — — 162 196 
Compensation expense related to acquisitions (3)
113 — — — 113 
Adjusted EBITDA (loss) (2)
$(6)$1,748 $546 $(1,140)$1,148 

(1)    Represents Revenue less the Direct contracting costs and reimbursed expenses caption on the Condensed Consolidated Statements of Operations.
(2)    Non-GAAP earnings before interest, income taxes, and depreciation and amortization (“EBITDA”) and non-GAAP earnings before interest, income taxes, depreciation and amortization, non-operating income (expense), stock-based compensation expense, and other non-recurring severance and professional fees (“Adjusted EBITDA”) are presented to provide additional information about the Company's operations on a basis consistent with the measures which the Company uses to manage its operations and evaluate its performance. Management also uses these measurements to evaluate capital needs and working capital requirements. EBITDA and Adjusted EBITDA should not be considered in isolation or as a substitute for operating income, cash flows from operating activities, and other income or cash flow statement data prepared in accordance with generally accepted accounting principles or as a measure of the Company's profitability or liquidity. Furthermore, EBITDA and Adjusted EBITDA as presented above may not be comparable with similarly titled measures reported by other companies.
(3)    Represents compensation expense payable per the terms of acquisition agreements.
7

HUDSON GLOBAL, INC.
RECONCILIATION OF CONSTANT CURRENCY MEASURES
(in thousands) (unaudited)

The Company operates on a global basis, with the majority of its revenue generated outside of the United States. Accordingly, fluctuations in foreign currency exchange rates can affect its results of operations. Constant currency information 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 are translated into U.S. dollars using the same foreign currency exchange rates that were used to translate financial data for the current period. Changes in revenue, adjusted net revenue, selling, general and administrative expenses ("SG&A"), other non-operating income (expense), operating income (loss) and EBITDA (loss) include the effect of changes in foreign currency exchange rates. The Company’s management reviews and analyzes business results in constant currency and believes these results better represent the Company’s underlying business trends. The Company believes that these calculations are a useful measure, indicating the actual change in operations. There are no significant gains or losses on foreign currency transactions between subsidiaries. Therefore, changes in foreign currency exchange rates generally impact only reported earnings.

Three Months Ended
 March 31,
 20242023
AsAsCurrencyConstant
reportedreportedtranslationcurrency
Revenue:
Americas$5,994 $9,272 $2 $9,274 
Asia Pacific21,509 27,276 (957)26,319 
Europe6,388 6,524 275 6,799 
Total$33,891 $43,072 $(680)$42,392 
Adjusted net revenue (1)
Americas$5,805 $8,922 $2 $8,924 
Asia Pacific6,546 8,459 (285)8,174 
Europe3,979 4,383 180 4,563 
Total$16,330 $21,764 $(103)$21,661 
SG&A:(2)
Americas$6,662 $9,245 $(11)$9,234 
Asia Pacific6,982 6,804 (237)6,567 
Europe3,694 3,899 160 4,059 
Corporate1,635 1,450 (1)1,449 
Total$18,973 $21,398 $(89)$21,309 
Operating income (loss):
Americas$(1,152)$(625)$(1)$(626)
Asia Pacific(520)1,647 (46)1,601 
Europe270 445 19 464 
Corporate(1,638)(1,449)— (1,449)
Total$(3,040)$18 $(28)$(10)
EBITDA (loss):
Americas$(864)$(430)$(1)$(431)
Asia Pacific(601)1,434 (44)1,390 
Europe268 444 20 464 
Corporate(1,485)(949)1 (948)
Total$(2,682)$499 $(24)$475 

(1)Represents Revenue less the Direct contracting costs and reimbursed expenses caption on the Condensed Consolidated Statements of Operations.
(2)SG&A is a measure that management uses to evaluate the segments’ expenses and includes salaries and related costs and other selling, general and administrative costs.





8

HUDSON GLOBAL (LOSS) INCOME PER DILUTED SHARE
(in thousands, except per share amounts)
(unaudited)

AdjustedDiluted SharesPer Diluted
For The Three Months Ended March 31, 2024Net LossOutstanding
Share (1)
Net loss$(2,898)3,041 $(0.95)
Non-recurring severance and professional fees (after tax)723 3,041 0.24 
Adjusted net loss (3)
$(2,175)3,041 $(0.72)

AdjustedDiluted SharesPer Diluted
For The Three Months Ended March 31, 2023Net IncomeOutstanding
Share (1)
Net income$354 3,122 $0.11 
Non-recurring severance and professional fees (after tax)196 3,122 0.06 
Compensation expense related to acquisitions (after tax) (2)
131 3,122 0.04 
Adjusted net income (3)
$681 3,122 $0.22 

(1)    Amounts may not sum due to rounding.

(2)    Represents compensation expense payable per the terms of the Coit acquisition, including a promissory note for $1.35 million payable over three years, and $500k of the Company's common stock vesting over 30 months.
    
(3)    Adjusted net income or loss per diluted share are Non-GAAP measures defined as reported net income or loss and reported net income or loss per diluted share before items such as acquisition-related costs and non-recurring severance and professional fees after tax that are presented to provide additional information about the Company's operations on a basis consistent with the measures that the Company uses to manage its operations and evaluate its performance. Management also uses these measurements to evaluate capital needs and working capital requirements. Adjusted net income or loss per diluted share should not be considered in isolation or as substitutes for net income or loss and net income or loss per share and other income or cash flow statement data prepared in accordance with generally accepted accounting principles or as measures of the Company's profitability or liquidity. Further, adjusted net income or loss and adjusted net income or loss per diluted share as presented above may not be comparable with similarly titled measures reported by other companies.


9
v3.24.1.1.u2
Cover
May 10, 2024
Entity Information [Line Items]  
Document Type 8-K
Document Period End Date May 10, 2024
Entity Registrant Name HUDSON GLOBAL, INC.
Entity Incorporation, State or Country Code DE
Entity File Number 001-38704
Entity Tax Identification Number 59-3547281
Entity Address, Address Line One 53 Forest Avenue
Entity Address, Address Line Two Suite 102
Entity Address, City or Town Old Greenwich
Entity Address, State or Province CT
Entity Address, Postal Zip Code 06870
City Area Code 475
Local Phone Number 988-2068
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity Emerging Growth Company false
Entity Central Index Key 0001210708
Amendment Flag false
Common Stock | The NASDAQ Stock Market LLC  
Entity Information [Line Items]  
Title of 12(b) Security Common Stock, $0.001 par value
Trading Symbol HSON
Security Exchange Name NASDAQ
Preferred Share Purchase Rights | The NASDAQ Stock Market LLC  
Entity Information [Line Items]  
Title of 12(b) Security Preferred Share Purchase Rights
Security Exchange Name NASDAQ
No Trading Symbol Flag true
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