What changed in Star Equity Holdings, Inc.'s 2024 10-K compared to 2023?

Across the narrative sections we track, Star Equity Holdings, Inc. (STRR) added 157 paragraphs, removed 149, and edited 131 between the 2023 and 2024 10-K filings. The biggest movers are Item 7. Management's Discussion & Analysis (+87/−90), Item 1. Business (+23/−23), Item 1A. Risk Factors (+26/−19).

Did Star Equity Holdings, Inc. add new Risk Factors in the 2024 10-K?

Yes — Item 1A Risk Factors shows 26 new/edited paragraphs and 19 removed paragraphs versus the 2023 10-K.

What changed in Star Equity Holdings, Inc.'s MD&A (Item 7) in 2024?

Item 7 Management's Discussion & Analysis shows 87 new/edited paragraphs and 90 removed paragraphs year-over-year. Read the side-by-side diff to see exactly which revenue, margin, and outlook commentary was rewritten.

Did Star Equity Holdings, Inc. update its Cybersecurity disclosure (Item 1C) in 2024?

Item 1C Cybersecurity has 9 paragraph-level changes between the 2023 and 2024 filings.

Where does this STRR 10-K diff come from?

The source filings are Star Equity Holdings, Inc.'s official 2023 and 2024 Form 10-K annual reports from SEC EDGAR. 10q10k.net parses each filing, aligns paragraphs by section (Item 1, 1A, 1C, 2, 3, 7, 7A), and highlights every added, removed and edited sentence side-by-side.

What changed in Star Equity Holdings, Inc.'s 10-K — 2023 vs 2024

Paragraph-level year-over-year comparison of Star Equity Holdings, Inc.'s 2023 and 2024 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2024 report.

+157 added−149 removedSource: 10-K (2025-03-14) vs 10-K (2024-03-14)

Top changes in Star Equity Holdings, Inc.'s 2024 10-K

157 paragraphs added · 149 removed · 131 edited across 6 sections

Item 7. Management's Discussion & Analysis+87 / −90 · 82 edited
Item 1. Business+23 / −23 · 15 edited
Item 1A. Risk Factors+26 / −19 · 18 edited
Item 5. Market for Registrant's Common Equity+10 / −8 · 7 edited
Item 1C. Cybersecurity+9 / −7 · 7 edited

Item 1. Business

Business — how the company describes what it does

15 edited+8 added−8 removed17 unchanged

2023 filing

2024 filing

Biggest changeThis expansion, coupled with the Company’s existing RPO strategy, provides a comprehensive talent acquisition approach, enabling clients to develop streamlined and centralized hiring strategies within a flexible and scalable total talent solution. This service offering better positions the Company as a strategic partner helping clients to implement successful business strategies.

Biggest changeIn February 2024, Hudson RPO announced an expansion of its service offerings to include executive search in North America, focusing on Life Sciences and Human Resources. This expansion, coupled with the Company’s existing RPO strategy, provides a comprehensive talent acquisition approach, enabling clients to develop streamlined and centralized hiring strategies within a flexible and scalable total talent solution.

Hudson’s RPO services leverage the Company’s consultants, supported by the Company’s specialists, in the delivery of its proprietary methods to identify, select, and engage the best-fit talent for critical client roles.

We are a Delaware corporation, and have operated as an independent publicly held company since April 1, 2003, when Monster Worldwide, Inc., formerly TMP Worldwide, Inc., spun off its eResourcing division. The Company delivers Recruitment Process Outsourcing (“RPO”) services, consisting of recruitment and contracting solutions tailored to the individual needs of primarily mid-to-large-cap multinational companies.

Typically, companies with greater strength or scale in these areas generate higher margins. - 2 - Growth Strategy We focus on organically growing our RPO business, reducing overhead expenses as a percentage of revenue, and pursuing acquisition opportunities.

Typically, companies with greater strength or scale in these areas generate higher margins. Growth Strategy We focus on organically growing our RPO business, reducing overhead expenses as a percentage of revenue, and pursuing acquisition opportunities.

Our employees are encouraged to participate in these learning modules and to complete a minimum of 30 minutes of learning each week. - 3 - Segment and Geographic Data Financial information concerning the Company’s reportable segments and geographic areas of operation is included in Note 16 of the Notes to Consolidated Financial Statements contained in Item 8 of this Annual Report on Form 10-K (this “Form 10-K”).

Our employees are encouraged to participate in these learning modules and to complete a minimum of 30 minutes of learning each week. - 3 - Segment and Geographic Data Financial information concerning the Company’s reportable segments and geographic areas of operation is included in Note 17 of the Notes to Consolidated Financial Statements contained in Item 8 of this Annual Report on Form 10-K (this “Form 10-K”).

Specifically, of the Company’s employees, approximately 960 are client-facing consultants who sell and deliver the Company’s RPO services to its existing client base. The Company’s consultant population has deep expertise in specific functional areas and industry sectors, and provides broad-based recruitment and solution services based on the needs of each client on a regional and global basis.

Specifically, of the Company’s employees, approximately 890 are client-facing consultants who sell and deliver the Company’s RPO services to its existing client base. The Company’s consultant population has deep expertise in specific functional areas and industry sectors, and provides broad-based recruitment and solution services based on the needs of each client on a regional and global basis.

Our employee assistance programs offers additional support and information to our staff and a range of additional training modules were rolled out focusing on topics such as mental health awareness, health and wellness in the workplace, and keeping remote teams connected. All our employees play an important part in contributing to and shaping our culture.

Our employee assistance programs offer additional support and information to our staff and a range of additional training modules were rolled out focusing on topics such as mental health awareness, health and wellness in the workplace, and keeping remote teams connected. All our employees play an important part in contributing to and shaping our culture.

ITEM 1. BUSINESS General Hudson Global, Inc. (the “Company” or “Hudson”, “we”, “us”, and “our”) is a leading 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.

ITEM 1. BUSINESS General Hudson Global, Inc. (the “Company” or “Hudson,” “we,” “us,” and “our”) is a leading 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.

The Company employs approximately 1,050 people worldwide, including approximately 120 employees in the United States (“U.S.”) and 930 employees internationally. Hudson is dedicated to acquiring, investing in, and retaining top talent. Hudson RPO’s global and regional employees have vast training and expertise across human capital solutions.

The Company employs approximately 980 people worldwide, including approximately 100 employees in the United States (“U.S.”) and 880 employees internationally. Hudson is dedicated to acquiring, investing in, and retaining top talent. Hudson RPO’s global and regional employees have vast training and expertise across human capital solutions.

For the year ended December 31, 2023, the amounts and percentages of the Company’s total revenue from the core service offerings were as follows: Revenue $ in thousands Amount Percentage RPO $ 78,468 48.6 % Contracting 82,870 51.4 % Total $ 161,338 100.0 % Clients The Company’s clientele includes mid-to-large-cap multinational companies and government agencies.

For the year ended December 31, 2024, the amounts and percentages of the Company’s total revenue from the core service offerings were as follows: Revenue $ in thousands Amount Percentage RPO $ 67,993 48.5 % Contracting 72,063 51.5 % Total $ 140,056 100.0 % - 2 - Clients The Company’s clientele includes mid-to-large-cap multinational companies and government agencies.

For the year ended December 31, 2023, the amounts and percentages of the Company’s total revenue from the three reportable segments were as follows: Revenue $ in thousands Amount Percentage Americas $ 31,254 19.4 % Asia Pacific 103,857 64.4 % Europe 26,227 16.2 % Total $ 161,338 100.0 % Service Offerings The Company’s core service offering is RPO, consisting of RPO and contracting services: RPO: The Company provides complete recruitment outsourcing, project-based outsourcing, and recruitment consulting for clients’ permanent staff hires.

For the year ended December 31, 2024, the amounts and percentages of the Company’s total revenue from the three reportable segments were as follows: Revenue $ in thousands Amount Percentage Americas $ 27,894 19.9 % Asia Pacific 86,704 61.9 % EMEA 25,458 18.2 % Total $ 140,056 100.0 % Service Offerings The Company’s core service offering is RPO, consisting of RPO and contracting services: RPO: The Company provides complete recruitment outsourcing, project-based outsourcing, and recruitment consulting for clients’ permanent staff hires.

Companies in this industry compete based on a number of parameters including degree and quality of candidate and position knowledge, industry expertise, global presence, scalability, service quality, and efficiency in completing assignments.

There are few barriers to entry, so new entrants occur frequently, resulting in considerable market fragmentation. Companies in this industry compete based on a number of parameters including degree and quality of candidate and position knowledge, industry expertise, global presence, scalability, service quality, and efficiency in completing assignments.

For the years ended December 31, 2023 and 2022, over 85% and 75% of the Company’s revenue was generated by its top 25 clients, respectively. Two clients accounted for an aggregate of 50% of revenue in both 2023 and 2022. One client accounted for 20% or greater of accounts receivable as of December 31, 2023 and 2022.

For each of the years ended December 31, 2024 and 2023, over 85% of the Company’s revenue was generated by its top 25 clients. Three clients accounted for an aggregate of 46% of revenue in 2024, and two clients accounted for an aggregate of 50% of revenue in 2023.

Hudson-employed professionals - either individually or as a team - are placed with client organizations for a defined period of time based on specific business needs of the client. In February 2024, Hudson RPO announced an expansion of its service offerings to include executive search in North America, focusing on Life Sciences and Human Resources.

Hudson-employed professionals - either individually or as a team - are placed with client organizations for a defined period of time based on specific business needs of the client. 2024 was a transformative year for the Company, in terms of key offerings and geographic reach.

This acquisition has enhanced Hudson RPO’s global delivery capability by adding a substantial presence in India and the Philippines, fostering business in new markets, and further developing Hudson RPO’s technology recruitment capabilities. - 1 - Business Segments The Company operates directly in fourteen countries with three reportable geographic business segments: Americas, Asia Pacific, and Europe.

Business Segments The Company operates directly in sixteen countries with three reportable geographic business segments: Americas, Asia Pacific, and Europe, Middle East, and Africa ("EMEA").

Removed

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.

Added

To capitalize on the business growth in the Middle East, the Company announced it had entered into strategic agreements with Executive Solutions and Striver, both of which are Dubai-based talent solutions companies. These agreements allowed the Company to expand its global footprint and client base in the Middle East market.

Removed

On October 29, 2021, Hudson completed its 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.

Added

The Company evaluated the agreements under ASC 805 “Business Combinations” and determined that the transactions did not qualify as either business combinations or asset purchases. Payments associated with these agreements were classified as compensation expense and were included in the “Salaries and related” caption on the Company’s Consolidated Statements of Operations.

Removed

Our business is dependent upon the continuation of these business relationships as well as new client development. Market Competition The markets for the Company’s services and products are highly competitive. There are few barriers to entry, so new entrants occur frequently, resulting in considerable market fragmentation.

Added

This service offering better positions the Company as a strategic partner, helping clients to implement successful business strategies. In October 2024, the Company made a focused investment in Latin America to help drive our support and growth within the region by hiring a seasoned leader to spearhead efforts there.

Removed

The Company also recognizes the importance of environmental, social and governance (ESG) matters, with a specific focus on human capital management, as integral to creating a sustainable foundation for our long-term business strategy. Our goals for diversity, equity, and inclusion tie into our people-focused approach to ESG initiatives.

Added

Further in 2024, the Company enhanced its growth trajectory in North America, making investments in both its talent and geographic presence. It hired professionals to lead efforts in several areas, including executive search, finance, and communications, and increased its investment in the Tampa, Florida talent hub.

Removed

Another key initiative in our ESG framework has been to provide our employees with access to a volunteering and environmental impact platform. This platform allows our employees to volunteer individually or in groups both locally and remotely, as well as to undertake climate change pledges.

Added

In addition, realizing that advancements in technology within the talent space have exponentially boomed over the past five years, the company increased investments in automation, AI, and optimization.

Removed

The platform also allows us to measure the Company’s impact through volunteer and CO2e reduction tracking and helps us to educate our employees by giving them access to talks from the leading innovators in ESG. In addition, the Company values a diverse workplace that honors inclusion and equity.

Added

The company’s current technology solution, TalentMax, covers all areas of the talent journey, including brand awareness, sourcing, engagement, and assessment, as well as candidate offers and onboarding. - 1 - The Talent Acquisition industry has recognized Hudson RPO’s progress with several recent awards, including the SEEK Sara award in 2021, 2023 and 2024, inclusion in HRO Today’s Baker’s Dozen (recognized for the last 16 consecutive years, and named as the No. 1 RPO provider in APAC in 2023 and 2024), the Everest PEAK Matrix (recognized in all categories as a Major Contender or Star Performer in 2024), and NelsonHall (named a Leader in NelsonHall’s Vendor Evaluation & Assessment Tool (NEAT) Matrix in 2024).

Removed

We see differences as a benefit; a diverse mix of minds enables us to create a workplace that fosters creativity, encourages adaptability, and drives innovation. We actively look for ways to connect our employees and encourage them to share their perspectives and experiences with one another.

Added

One client accounted for 20% or greater of accounts receivable as of December 31, 2024 and 2023. Our business is dependent upon the continuation of these business relationships as well as new client development.

Removed

We have formed a Global Diversity, Equity, and Inclusion (“DEI”) Program, with employee-led committees set up in each region to promote DEI initiatives within the Company, including a web series featuring members of our Americas leadership team discussing our DEI journey, experiences with race, gender, and cultural differences, and DEI best practices.

Added

As part of our client retention and renewal strategy, we continue to develop and foster long-term relationships, and have been successful in retaining and negotiating multi-year (three to five year) contracts with most of our key partners. Market Competition The markets for the Company’s services and products are highly competitive.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

18 edited+8 added−1 removed87 unchanged

2023 filing

2024 filing

Biggest changeIn 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 into 2024. The pricing pressures and global economic fluctuations are not limited to the periods of geopolitical events.

Biggest changeIn the second half of 2024, the market conditions were more challenging than anticipated due to persistent inflation and elevated 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 have no significant proprietary technology that would preclude or inhibit competitors from entering the recruitment outsourcing market. We cannot provide assurance that existing or future competitors will not develop or offer - 6 - services that provide significant performance, price, creative, or other advantages over our services.

We have no significant proprietary technology that would preclude or inhibit competitors from entering the - 6 - recruitment outsourcing market. We cannot provide assurance that existing or future competitors will not develop or offer services that provide significant performance, price, creative, or other advantages over our services.

In addition, our payment of principal and interest on any future indebtedness would reduce our cash available for operations. In addition, a default, amendment, or waiver to our NAB Facility Agreement or our Singapore Facility Agreement or a future agreement to avoid a default may result in higher rates of interest and could impact our ability to obtain additional borrowings.

In addition, our payment of principal and interest on any future indebtedness would reduce our cash available for operations. In addition, a default, amendment, or waiver to our NAB Facility Agreement or a future agreement to avoid a default may result in higher rates of interest and could impact our ability to obtain additional borrowings.

Higher than expected inflation in most markets and rising interest rates, have led to significant market disruption, including further wage inflation, increased operating costs, staffing challenges, reduced consumer confidence, and limited capital market accessibility that impact our business. The inflationary environment and related interest rate impacts continue to have a significant adverse impact on the economy and market conditions.

Higher than expected inflation in most markets and elevated interest rates, have led to significant market disruption, including further wage inflation, increased operating costs, staffing challenges, reduced consumer confidence, and limited capital market accessibility that impact our business. The inflationary environment and related interest rate impacts continue to have a significant adverse impact on the economy and market conditions.

Those conditions include slower employment growth or reductions in employment, which directly impact our service offerings. In addition, certain geopolitical events such as the war in Ukraine, conflicts in the Middle East and the U.S./China trade tensions, have caused significant economic, market, political, and regulatory uncertainty in some of the Company’s markets.

Those conditions include slower employment growth or reductions in employment, which directly impact our service offerings. Geopolitical events such as the war in Ukraine, conflicts in the Middle East and the U.S./China trade tensions, have caused significant economic, market, political, and regulatory uncertainty in some of the Company’s markets.

The ability to borrow under the NAB Facility Agreement is limited to a percentage of eligible trade receivables up to a maximum of 4 million Australian dollars. Borrowings under this facility are secured by substantially all of the assets of the Australian Borrower. As of December 31, 2023, there were no amounts outstanding under the NAB Facility Agreement.

The ability to borrow under the NAB Facility Agreement is limited to a percentage of eligible trade receivables up to a maximum of 4 million Australian dollars. Borrowings under this facility are secured by substantially all of the assets of the Australian Borrower. As of December 31, 2024, there were no amounts outstanding under the NAB Facility Agreement.

On May 5, 2022, Hudson Global Resources (Singapore) Pte. Ltd. (“Singapore Borrower”), which the Company acquired on October 31, 2023, and the Hong Kong and Shanghai Banking Corporation Limited (“HSBC”), entered into an invoice finance credit facility agreement (the “HSBC Facility Agreement”).

On May 25, 2022, Hudson Global Resources (Singapore) Pte. Ltd. (“Singapore Borrower”), which the Company acquired on October 31, 2023, and the Hong Kong and Shanghai Banking Corporation Limited (“HSBC”), entered into an invoice finance credit facility agreement (the “HSBC Facility Agreement”).

Additionally, our international operations may also be adversely affected by political events, domestic or international terrorist events, hostilities or complications due to natural, nuclear, war or other disasters, including the ongoing Russian invasion of Ukraine and the conflicts in the Middle East.

Additionally, our international operations may also be adversely affected by political events, trade wars, domestic or international terrorist events, hostilities or complications due to natural, nuclear, war or other disasters, including the ongoing Russian invasion of Ukraine and the conflicts in the Middle East.

Our revenues fluctuate quarter to quarter primarily due to the vacation periods during the first quarter in the Asia Pacific region and the third quarter in the Americas and Europe regions. Demand for our services is typically lower during traditional vacation periods when clients and candidates are on vacation.

Our revenues fluctuate quarter to quarter primarily due to the vacation periods during the first quarter in the Asia Pacific region and the third quarter in the Americas and EMEA regions. Demand for our services is typically lower during traditional vacation periods when clients and candidates are on vacation.

We conduct direct operations in fourteen countries and face both translation and transaction risks related to foreign currency exchange. For the year ended December 31, 2023, approximately 82% of our revenue was earned outside of the U.S. Our financial results could be materially affected by a number of factors particular to international operations.

We conduct direct operations in sixteen countries and face both translation and transaction risks related to foreign currency exchange. For the year ended December 31, 2024, approximately 81% of our revenue was earned outside of the U.S. Our financial results could be materially affected by a number of factors particular to international operations.

The HSBC Facility Agreement allows the Singapore Borrower to borrow funds up to a maximum of 1 million Singapore dollars, based on a percentage of eligible trade receivables. As of December 31, 2023, there were no amounts outstanding under the HSBC Facility Agreement.

The HSBC Facility Agreement allowed the Singapore Borrower to borrow funds up to a maximum of 1 million Singapore dollars, based on a percentage of eligible trade receivables. The Company terminated the HSBC Facility Agreement in May 2024. As of December 31, 2024, there were no amounts outstanding under the HSBC Facility Agreement.

There may be volatility in our stock price. The market price for our common stock has fluctuated in the past and could fluctuate substantially in the future. For example, during 2023, the market price of our common stock reported on the NASDAQ Global Select Market ranged from a high of $27.10 to a low of $14.66.

There may be volatility in our stock price. The market price for our common stock has fluctuated in the past and could fluctuate substantially in the future. For example, during 2024, the market price of our common stock reported on the NASDAQ Global Select Market ranged from a high of $19.70 to a low of $11.73.

Our business is dependent upon the continuation of these business relationships as well as new client development. The loss of these customers or any material reduction in the amount of business we conduct with these customers, or any material adverse change in the financial condition of such customers, could materially and adversely affect our financial condition and results of operations.

The loss of these customers or any material reduction in the amount of business we conduct with these customers, or any material adverse change in the financial condition of such customers, could materially and adversely affect our financial condition and results of operations.

Any increase in interest expense could reduce the funds available for operations. - 7 - Our investment strategy subjects us to risks. From time to time, we make investments as part of our growth plans.

Finally, debt incurred under the NAB Facility Agreement bears interest at the variable receivable finance indicator rate, plus a margin of 1.60% per annum. Any increase in interest expense could reduce the funds available for operations. - 7 - Our investment strategy subjects us to risks. From time to time, we make investments as part of our growth plans.

We have limited flexibility to combat these uncertainties and reduce expenses during economic downturns due to some overhead costs that are fixed in the short-term. As a result, we may face increased pricing pressures during these periods.

In addition, the use or threatened use of tariffs by the Trump administration may cause disruptions in global trade, which could negatively impact clients that we serve and reduce demand for our services. We have limited flexibility to combat these uncertainties and reduce expenses during economic downturns due to some overhead costs that are fixed in the short-term.

Our clients’ demands for RPO and contracting services largely depend on the market conditions and the strength of the labor markets in the countries where we operate. In the second half of 2023, the market conditions were more challenging than anticipated due to the higher inflation, higher interest rates, and decreased demand for labor in certain markets.

As a result, we may face increased pricing pressures during these periods. Our clients’ demands for RPO and contracting services largely depend on the market conditions and the strength of the labor markets in the countries where we operate.

If they are unable to efficiently manage the vulnerability of their systems and effectively maintain and upgrade their system safeguards, they may incur unexpected costs and certain of their systems may become more vulnerable to unauthorized access. - 12 - Changing rules, public disclosure regulations and stakeholder expectations on environmental, social and corporate governance (“ESG”) related matters and diversity, equity and inclusion (“DEI”) related matters expose us to potential liabilities, increased costs, reputational harm and other adverse effects on our business.

Removed

Finally, debt incurred under the NAB Facility Agreement bears interest at the variable receivable finance indicator rate, plus a margin of 1.60% per annum. Debt incurred under the Singapore Facility Agreement bears interest at the bank’s internal cost of capital plus margin of 3.5% per annum.

Added

While we believe that market conditions will continue to be challenging in 2025, we cannot predict market conditions with any certainty. The pricing pressures and global economic fluctuations are not limited to the periods of geopolitical events.

Added

Following the decision of the U.S. Supreme Court in Students for Fair Admissions, Inc. v. President and Fellows of Harvard College, 600 U.S. 181 (2023) and the election of President Trump, companies have begun to pull back from ESG and DEI initiatives in response to a changing legal and political climate.

Added

On January 21, 2025, President Trump issued an executive order titled “Ending Illegal Discrimination and Restoring Merit-Based Opportunity” mandating among other things that federal contractors cease any “affirmative action” in violation of civil rights law and calling on the Attorney General to produce and deliver a report containing “recommendations for enforcing Federal civil-rights laws and taking other appropriate measures to encourage the private sector to end illegal discrimination and preferences, including DEI.” As a result of these developments, companies must re-examine their DEI programs to ensure that do not run afoul of the law and risk enforcement action from the U.S.

Added

Department of Justice. In addition, in recent years “anti-ESG” sentiment has gained momentum across the U.S., with several states and Congress having proposed or enacted “anti-ESG” policies, legislation, or initiatives or issued related legal opinions.

Added

If any of our clients fail to adequately address these developments, as a provider of RPO services, we may be exposed to risks to our business and potential reputational harm to the extent that our clients face investigations and enforcement actions stemming from their DEI or ESG policies.

Added

In addition, we and our clients may incur additional compliance costs in relation to the new legal and political landscape on ESG and DEI issues, which may adversely affect our business. Stakeholders also may have very different views on where our ESG and sustainability focus should be placed, including differing views of regulators in various jurisdictions in which we operate.

Added

Any failure, or perceived failure, by us to achieve our goals, further our initiatives, adhere to our public statements, comply with federal or state ESG laws and regulations, or meet evolving and varied stakeholder expectations and standards could result in reputational harm, loss of investor confidence, legal and regulatory proceedings against us and, materially adversely affect our business, reputation, results of operations, financial condition, and stock price.

Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

7 edited+2 added−0 removed6 unchanged

2023 filing

2024 filing

Biggest changeThe Global Head of IT is the management position with primary responsibility for the development, operation, and maintenance of our information security program. Responsibilities of this role include management of third-party vendors, ensuring data interactions with outside parties, adhering to IT security best practices, and ensuring that all devices within the Company's IT infrastructure are appropriately secured and managed.

Biggest changeResponsibilities of this role include management of third-party vendors, ensuring data interactions with outside parties, adhering to IT security best practices, and ensuring that all devices within the Company's IT infrastructure are appropriately secured and managed.

It also encompasses ensuring that all employees are educated in IT best practices around incident management and security, ensuring the security of the internal and external IT systems, as well communicating to senior management and planning for future IT strategy and IT security. The Company has an established Information Security Committee to manage the information security risk assessment framework.

It also encompasses ensuring that all employees are educated in IT best practices around incident management and security, ensuring the security of the internal and external IT systems, as well communicating to senior management and planning for future IT strategy and security. The Company has an established Information Security Committee to manage the information security risk assessment framework.

And events, when detected by security tools or third parties, may not always be immediately understood or acted upon. Additionally, cybersecurity risks and threats that could have a material impact on the Company are discussed further in the Item 1A Risk Factors. Those sections of Item 1A should be read in conjunction with this Item 1C. Governance.

The Company has a Governance, Risk, and Compliance (GRC) function to address enterprise risks, and cybersecurity is a risk category addressed by that function. The Company (or third parties it relies on) may not be able to fully, continuously, and effectively implement security controls as intended.

Employees undergo security awareness training when hired and annually. - 13 - The Company has a Governance, Risk, and Compliance (GRC) function to address enterprise risks, and cybersecurity is a risk category addressed by that function. The Company (or third parties it relies on) may not be able to fully, continuously, and effectively implement security controls as intended.

Business continuity and disaster recovery plans are used to prepare for the potential for a disruption in technology we rely on. The Company is a member of an industry cybersecurity intelligence and risk sharing organization. Employees undergo security awareness training when hired and annually.

The risk assessment along with risk-based analysis and judgment are used to select security controls to address risks. During this process, the following factors, among others, are considered: likelihood and severity of risk, impact on the Company and others if a risk materializes, feasibility and cost of controls, and impact of controls on operations and others.

During this process, the following factors, among others, are considered: likelihood and severity of risk, impact on the Company and others if a risk materializes, feasibility and cost of controls, and impact of controls on operations and others.

ITEM 1C. CYBERSECURITY Risk Management and Strategy. The Company has developed an information security program to address material risks from cybersecurity threats. The program includes policies and procedures that identify how security measures and controls are developed, implemented, and maintained. A risk assessment, based on a method and guidance from a recognized national standards organization, is conducted annually.

ITEM 1C. CYBERSECURITY Risk Management and Strategy. The Company has established an information security program to address and mitigate material risks from cybersecurity threats. The program includes policies and procedures that identify how security measures and controls are developed, implemented, and maintained. These policies and procedures undergo an annual audit to ensure compliance with ISO 27001 controls.

Added

A risk assessment, based on a method and guidance from a recognized national standards organization, is conducted annually. The risk assessment along with risk-based analysis and judgment are used to select security controls to address risks.

Added

The Global Director of Information Technology (GDIT) is the management position with primary responsibility for the development, operation, and maintenance of our information security program. The GDIT has over 25 years of experience as a security professional, and has completed the Prince 2 risk management certification at the practitioner level.

Item 2. Properties

Properties — owned and leased real estate

2 edited+0 added−0 removed1 unchanged

2023 filing

2024 filing

Biggest changeIn the Americas, the Company maintains 2 leased locations with approximately 7,300 aggregate square feet; in Asia Pacific, the Company maintains 7 leased locations with approximately 31,800 aggregate square feet; and in Europe, the Company maintains 1 leased location with approximately 1,200 aggregate square feet.

Biggest changeIn the Americas, the Company maintains 1 leased location with approximately 2,600 aggregate square feet; in Asia Pacific, the Company maintains 6 leased locations with approximately 30,700 aggregate square feet; and in EMEA, the Company maintains 1 leased location with approximately 1,200 aggregate square feet.

ITEM 2. PROPERTIES All of the Company’s operating offices are located in leased premises. Our principal executive office and headquarters are located at 53 Forest Avenue, Suite 102, Old Greenwich, CT 06870, where we occupy space with approximately 2,000 aggregate square feet. The Company maintains offices in the Americas, Asia Pacific, and Europe.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

7 edited+3 added−1 removed2 unchanged

2023 filing

2024 filing

Biggest changeISSUER PURCHASES OF EQUITY SECURITIES The Company’s purchases of its common stock during the fourth quarter of fiscal 2023 were as follows: Period Total Number of Shares Purchased Average Price Paid per Share Total 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) October 1, 2023 - October 31, 2023 — $ — — $ 4,799,292 November 1, 2023 - November 30, 2023 6,897 $ 16.20 6,897 $ 4,687,560 December 1, 2023 - December 31, 2023 4,495 $ 16.39 4,495 $ 4,613,877 Total 11,392 $ 16.28 11,392 $ 4,613,877 (a) On July 30, 2015, the Company announced that its Board of Directors authorized the repurchase of up to $10,000 of the Company’s common stock.

Biggest changeISSUER PURCHASES OF EQUITY SECURITIES The Company’s purchases of its common stock during the fourth quarter of fiscal 2024 were as follows: Period Total Number of Shares Purchased Average Price Paid per Share Total 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) October 1, 2024 - October 31, 2024 — $ — — $ 2,118,651 November 1, 2024 - November 30, 2024 — $ — — $ 2,118,651 December 1, 2024 - December 31, 2024 — $ — — $ 2,118,651 Total — $ — — $ 2,118,651 (a) On July 30, 2015, the Company announced that its Board of Directors authorized the repurchase of up to $10 million of the Company’s common stock which was completed.

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES MARKET FOR COMMON STOCK The Company’s common stock was listed for trading on the NASDAQ Global Select Market during 2023 under the symbol “HSON.” As of January 31, 2024, there were approximately 149 holders of record of the Company’s common stock.

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES MARKET FOR COMMON STOCK The Company’s common stock was listed for trading on the NASDAQ Global Select Market during 2024 under the symbol “HSON.” As of January 31, 2025, there were approximately 133 holders of record of the Company’s common stock.

Under the new stock repurchase program, the Company intends to repurchase shares through open market purchases, privately negotiated transactions, block purchases, or otherwise in accordance with applicable federal securities laws, - 15 - including Rule 10b-18 of the Securities Exchange Act of 1934 (the “Exchange Act”).

The Company has repurchased shares from time to time as market conditions warrant. - 15 - Under the new stock repurchase program, the Company intends to repurchase shares through open market purchases, privately negotiated transactions, block purchases, or otherwise in accordance with applicable federal securities laws, including Rule 10b-18 of the Securities Exchange Act of 1934 (the “Exchange Act”).

On August 8, 2023, the Company’s Board of Directors authorized a new stock repurchase program for up to $5,000 of the Company’s outstanding shares of common stock. This authorization does not expire. The Company has repurchased shares from time to time as market conditions warrant.

On August 8, 2023, the Company’s Board of Directors authorized a new stock repurchase program for up to $5 million of the Company’s outstanding shares of common stock. This authorization does not expire.

As of December 31, 2023, under the July 30, 2015 and August 8, 2023 authorizations combined, the Company had repurchased an aggregate of 513,412 shares for a total cost of $10,387, completing the July 30, 2015 authorization and leaving $4,614 available for purchase under the August 8, 2023 authorization. ITEM 6. RESERVED

As of December 31, 2024, under the July 30, 2015 and August 8, 2023 authorizations combined, the Company had repurchased an aggregate of 667,496 shares for a total cost of $12.9 million, completing the July 30, 2015 authorization and leaving $2.1 million available for purchase under the August 8, 2023 authorization. ITEM 6. RESERVED

Market Price High Low 2023 Fourth quarter $ 20.25 $ 14.66 Third quarter $ 24.00 $ 18.74 Second quarter $ 24.03 $ 17.88 First quarter $ 27.10 $ 20.70 2022 Fourth quarter $ 38.00 $ 20.51 Third quarter $ 36.97 $ 27.54 Second quarter $ 44.00 $ 30.03 First quarter $ 42.09 $ 24.23 DIVIDENDS In the last few years, the Company has not paid dividends, and there are no current plans to declare common stock dividends.

Market Price High Low 2024 Fourth quarter $ 16.28 $ 11.73 Third quarter $ 19.70 $ 14.71 Second quarter $ 18.38 $ 14.76 First quarter $ 18.52 $ 13.38 2023 Fourth quarter $ 20.25 $ 14.66 Third quarter $ 24.00 $ 18.74 Second quarter $ 24.03 $ 17.88 First quarter $ 27.10 $ 20.70 DIVIDENDS In the last few years, the Company has not paid dividends, and there are no current plans to declare common stock dividends.

Further details can be found in Note 12 to the Consolidated Financial Statements in Item 8 included in Part II of this Form 10-K. For the year ended December 31, 2023, the Company repurchased a total of 48,234 shares of its common stock on the open market for a cost of $959.

Further details can be found in Note 13 to the Consolidated Financial Statements in Item 8 included in Part II of this Form 10-K. For the year ended December 31, 2024, the Company repurchased a total of 154,084 shares of its common stock for a cost of $2.5 million under this authorization.

Removed

Of these shares, 27,277 shares were repurchased under the July 30, 2015 authorization for $573, and 20,957 were repurchased under the August 8, 2023 authorization for $386.

Added

Of these shares, 44,250 shares were repurchased on January 29, 2024 in a transaction with a certain shareholder totaling $0.7 million that excludes tax withholdings.

Added

The Company also repurchased 69,567 shares during the second quarter in connection with transactions with certain shareholders totaling $1.2 million, as well as 40,267 shares of its common stock on the open market for a cost of $0.7 million.

Added

For the year ended December 31, 2023, the Company repurchased 48,234 shares of its common stock on the open market for $1.0 million.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

82 edited+5 added−8 removed52 unchanged

2023 filing

2024 filing

Biggest changeYear Ended December 31, 2023 2022 As As Currency Constant $ in thousands reported reported translation currency Revenue: Americas $ 31,254 $ 51,639 $ (98) $ 51,541 Asia Pacific 103,857 118,149 (4,643) 113,506 Europe 26,227 31,129 (126) 31,003 Total $ 161,338 $ 200,917 $ (4,867) $ 196,050 Adjusted net revenue (a) : Americas $ 30,141 $ 48,990 $ (71) $ 48,919 Asia Pacific 33,675 34,278 (1,294) 32,984 Europe 16,451 15,942 184 16,126 Total $ 80,267 $ 99,210 $ (1,181) $ 98,029 SG&A and Non-Op (b) : Americas $ 31,171 $ 44,407 $ (257) $ 44,150 Asia Pacific 27,608 26,708 (1,014) 25,694 Europe 14,866 14,452 152 14,604 Corporate 2,959 2,888 — 2,888 Total $ 76,604 $ 88,455 $ (1,119) $ 87,336 Operating income (loss): Americas $ (2,514) $ 4,298 $ (43) $ 4,255 Asia Pacific 6,894 8,378 (328) 8,050 Europe 1,988 1,726 25 1,751 Corporate (4,985) (5,065) — (5,065) Total $ 1,383 $ 9,337 $ (346) $ 8,991 Net income, consolidated $ 2,198 $ 7,129 $ 218 $ 7,347 EBITDA (loss) (c) : Americas $ (704) $ 4,877 $ (55) $ 4,822 Asia Pacific 5,859 7,282 (272) 7,010 Europe 1,582 1,501 34 1,535 Corporate (3,074) (2,905) — (2,905) Total $ 3,663 $ 10,755 $ (293) $ 10,462 (a) Represents Revenue less the Direct contracting costs and reimbursed expenses caption on the Consolidated Statements of Operations.

Biggest changeYear Ended December 31, 2024 2023 As As Currency Constant $ in thousands reported reported translation currency Revenue: Americas $ 27,894 $ 31,254 $ (26) $ 31,228 Asia Pacific 86,704 103,857 (608) 103,249 EMEA 25,458 26,227 659 26,886 Total $ 140,056 $ 161,338 $ 25 $ 161,363 Adjusted net revenue (a) : Americas $ 25,144 $ 30,141 $ (21) $ 30,120 Asia Pacific 29,416 33,675 (226) 33,449 EMEA 15,592 16,451 415 16,866 Total $ 70,152 $ 80,267 $ 168 $ 80,435 SG&A and Non-Op (b) : Americas $ 25,011 $ 31,171 $ (77) $ 31,094 Asia Pacific 28,708 27,608 (181) 27,427 EMEA 15,313 14,866 384 15,250 Corporate 3,589 2,959 — 2,959 Total $ 72,621 $ 76,604 $ 126 $ 76,730 Operating income (loss): Americas $ (598) $ (2,514) $ (4) $ (2,518) Asia Pacific 1,055 6,894 (18) 6,876 EMEA 521 1,988 41 2,029 Corporate (4,787) (4,985) — (4,985) Total $ (3,809) $ 1,383 $ 19 $ 1,402 Net (loss) income, consolidated $ (4,770) $ 2,198 $ 159 $ 2,357 EBITDA (loss) (c) : Americas $ 339 $ (704) $ (7) $ (711) Asia Pacific 482 5,859 (43) 5,816 EMEA 298 1,582 30 1,612 Corporate (3,588) (3,074) — (3,074) Total $ (2,469) $ 3,663 $ (20) $ 3,643 - 18 - (a) Represents Revenue less the Direct contracting costs and reimbursed expenses caption on the Consolidated Statements of Operations.

If actual outcomes differ materially from these estimates, including those that cannot be quantified, they could have a material impact on our results of operations. The Company has provided tax on all unremitted earnings of our foreign subsidiaries taking into consideration all expected future events based on presently existing tax laws and rates.

If actual outcomes differ materially from these estimates, including those that cannot be quantified, they could have a material impact on our results of operations. The Company has provided for tax on all unremitted earnings of our foreign subsidiaries taking into consideration all expected future events based on presently existing tax laws and rates.

The amount by which the fair value of consideration transferred as the purchase price exceeds the net fair value of assets acquired and liabilities assumed is recorded as goodwill. Acquisitions that do - 28 - not meet the definition of a business under the ASC are accounted for as asset acquisitions.

The amount by which the fair value of consideration transferred as the purchase price exceeds the net fair value of assets acquired and liabilities assumed is recorded as goodwill. Acquisitions that do not meet the definition of a business under the ASC are accounted for as asset acquisitions.

Such factors, risks, uncertainties, and assumptions include, but are not limited to, (1) global economic fluctuations, (2) the Company’s ability to successfully achieve its strategic initiatives, (3) risks related to potential acquisitions or dispositions of businesses by the Company, (4) the Company’s ability to operate successfully as a company focused on its RPO business, (5) 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, (6) the loss of or material reduction in our business with any of the Company’s largest customers, (7) the ability of clients to terminate their relationship with the Company at any time, (8) competition in the Company’s markets, (9) the negative cash flows and operating losses that may recur in the future, (10) risks relating to how future credit facilities may affect or restrict our operating flexibility, (11) risks associated with the Company’s investment strategy, (12) 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, (13) the Company’s dependence on key management personnel, (14) the Company’s ability to attract and retain highly skilled professionals, management, and advisors, (15) the Company’s ability to collect accounts receivable, (16) the Company’s ability to maintain costs at an acceptable level, (17) the Company’s heavy reliance on information systems and the impact of potentially losing or failing to develop technology, (18) risks related to providing uninterrupted service to clients, (19) 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, (20) the Company’s ability to utilize net operating loss carryforwards, (21) volatility of the Company’s stock price, (22) the impact of government regulations, (23) restrictions imposed by blocking arrangements, (24) risks related to the use of new and evolving technologies, and (25) the adverse impacts of cybersecurity threats and attacks.

Such factors, risks, uncertainties, and assumptions include, but are not limited to, (1) global economic fluctuations, (2) the Company’s ability to successfully achieve its strategic initiatives, (3) risks related to potential acquisitions or dispositions of businesses by the Company, (4) the Company’s ability to operate successfully as a company focused on its RPO business, (5) 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, (6) the loss of or material reduction in our business with any of the Company’s largest customers, (7) the ability of clients to terminate their relationship with the Company at any time, (8) competition in the Company’s markets, (9) the negative cash flows and operating losses that may recur in the future, (10) risks relating to how future credit facilities may affect or restrict our operating flexibility, (11) risks associated with the Company’s investment strategy, (12) risks related to international operations, including foreign currency fluctuations, political events, trade wars, natural disasters or health crises, including the Russia-Ukraine war, and potential conflict in the Middle East, (13) the Company’s dependence on key management personnel, (14) the Company’s ability to attract and retain highly skilled professionals, management, and advisors, (15) the Company’s ability to collect accounts receivable, (16) the Company’s ability to maintain costs at an acceptable level, (17) the Company’s heavy reliance on information systems and the impact of potentially losing or failing to develop technology, (18) risks related to providing uninterrupted service to clients, (19) 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, (20) the Company’s ability to utilize net operating loss carryforwards, (21) volatility of the Company’s stock price, (22) the impact of government regulations and deregulation efforts, (23) restrictions imposed by blocking arrangements, (24) risks related to the use of new and evolving technologies, and (25) the adverse impacts of cybersecurity threats and attacks.

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 16 to the Consolidated Financial Statements in Item 8 for EBITDA segment reconciliation information.

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 17 to the Consolidated Financial Statements in Item 8 for EBITDA segment reconciliation information.

The increase in SG&A and Non-Op as a percentage of revenue was primarily due to the decline in adjusted net revenue outpacing the decrease in consultant staff costs.

The decrease in SG&A and Non-Op as a percentage of revenue was primarily due to the decline in consultant staff costs outpacing the decrease in adjusted net revenue.

As of December 31, 2023, the Company’s gross liability for income taxes associated with uncertain tax positions was $0.1 million. The Company’s unrecognized tax benefits, if recognized in the future, would affect the Company’s annual effective income tax rate. See Note 7 to the Consolidated Financial Statements in Item 8 for further information regarding unrecognized tax benefits.

As of December 31, 2024, the Company’s gross liability for income taxes associated with uncertain tax positions was $0.1 million. The Company’s unrecognized tax benefits, if recognized in the future, would affect the Company’s annual effective income tax rate. See Note 7 to the Consolidated Financial Statements in Item 8 for further information regarding unrecognized tax benefits.

The Company believes that it has sufficient liquidity to satisfy its needs through at least the next 12 months, based on the Company’s financial position as of December 31, 2023. The Company’s near-term cash requirements during 2024 are primarily related to the funding of the Company’s operations.

The Company believes that it has sufficient liquidity to satisfy its needs through at least the next 12 months, based on the Company’s financial position as of December 31, 2024. The Company’s near-term cash requirements during 2025 are primarily related to the funding of the Company’s operations.

This MD&A discusses the results of the Company’s RPO business for the years ended December 31, 2023 and 2022. Current Market Conditions Our clients’ demands for RPO and contracting services largely depend on the market conditions and the strength of the labor markets in the countries where we operate.

This MD&A discusses the results of the Company’s RPO business for the years ended December 31, 2024 and 2023. Current Market Conditions Our clients’ demands for RPO and contracting services largely depend on the market conditions and the strength of the labor markets in the countries where we operate.

The NAB Facility Agreement does not have a stated maturity date and can be terminated by either the Australian Borrower or NAB upon 90 days written notice. As of December 31, 2023, there were no amounts outstanding under the NAB Facility Agreement.

The NAB Facility Agreement does not have a stated maturity date and can be terminated by either the Australian Borrower or NAB upon 90 days written notice. As of December 31, 2024, there were no amounts outstanding under the NAB Facility Agreement.

For the full year 2024, the Company expects to make capital expenditures of less than $0.5 million. The Company is closely managing its capital spending and will perform capital additions where economically prudent, while continuing to invest strategically for future growth.

For the full year 2025, the Company expects to make capital expenditures of less than $0.5 million. The Company is closely managing its capital spending and will perform capital additions where economically prudent, while continuing to invest strategically for future growth.

With direct operations in fourteen 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’s clients.

With direct operations in sixteen 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’s clients.

The increase in total adjusted net revenue as a percentage of revenue was attributed to the greater mix of higher margin RPO revenue to contracting revenue in 2023 (as contracting is generally a lower margin service offering), compared to 2022.

The increase in total adjusted net revenue as a percentage of revenue was attributed to the greater mix of higher margin RPO revenue to contracting revenue in 2024 (as contracting is generally a lower margin service offering), compared to 2023.

GAAP financial measures, and summarize the impact of foreign currency exchange rate adjustments on the Company’s operating results for the years ended December 31, 2023 and 2022.

GAAP financial measures, and summarize the impact of foreign currency exchange rate adjustments on the Company’s operating results for the years ended December 31, 2024 and 2023.

Other income (expense), Net Net other income was $0.8 million for the year ended December 31, 2023, as opposed to net other income of $0.0 million for the same period in 2022.

Other income (expense), Net Net other expense was $0.0 million for the year ended December 31, 2024, as opposed to net other income of $0.8 million for the same period in 2023.

The following table summarizes the cash flow activities for the years ended December 31, 2023 and 2022: For The Year Ended December 31, $ in millions 2023 2022 Net cash provided by operating activities $ 0.3 $ 9.5 Net cash used in by investing activities (2.2) (1.3) Net cash used in financing activities (2.5) (2.0) Effect of exchange rates on cash, cash equivalents, and restricted cash — (0.7) Net (decrease) increase in cash, cash equivalents, and restricted cash $ (4.3) * $ 5.4 * *Does not sum due to rounding Cash Flows from Operating Activities For the year ended December 31, 2023, net cash provided by operating activities was $0.3 million, as compared to $9.5 million of net cash provided by operating activities for the same period in 2022, resulting in a decrease in net cash provided by operating activities of $9.1 million.

The following table summarizes the cash flow activities for the years ended December 31, 2024 and 2023: For The Year Ended December 31, $ in millions 2024 2023 Net cash (used in) provided by operating activities $ (2.8) $ 0.3 Net cash provided by (used in) investing activities 1.1 (2.2) Net cash used in financing activities (3.1) (2.5) Effect of exchange rates on cash, cash equivalents, and restricted cash (0.7) — Net decrease in cash, cash equivalents, and restricted cash $ (5.5) $ (4.3) * *Does not sum due to rounding Cash Flows from Operating Activities For the year ended December 31, 2024, net cash used in operating activities was $2.8 million, as compared to $0.3 million of net cash provided by operating activities for the same period in 2023, resulting in a decrease in net cash provided by operating activities of $3.1 million.

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

Financial Performance The following is a summary of the Company’s financial performance highlights for the years ended December 31, 2023 and 2022.

Financial Performance The following is a summary of the Company’s financial performance highlights for the years ended December 31, 2024 and 2023.

Interest expense and fees incurred on the NAB Facility Agreement were $17 and $18 for the years ended December 31, 2023 and 2022, respectively. The Company was in compliance with all financial covenants under the NAB Facility Agreement as of December 31, 2023. On May 25, 2022, Hudson Global Resources (Singapore) Pte. Ltd.

Interest expense and fees incurred on the NAB Facility Agreement were $17 thousand for each of the years ended December 31, 2024 and 2023. The Company was in compliance with all financial covenants under the NAB Facility Agreement as of December 31, 2024. On May 25, 2022, Hudson Global Resources (Singapore) Pte. Ltd.

Off-Balance Sheet Arrangements None. - 26 - 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.

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 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.

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.

On a constant currency basis, EBITDA decreased $6.8 million in 2023 compared to 2022. • Net income was $2.2 million for the year ended December 31, 2023, compared to a net income of $7.1 million for 2022. On a constant currency basis, net income decreased $5.1 million in 2023.

On a constant currency basis, EBITDA decreased $6.1 million in 2024 compared to 2023. • Net loss was $4.8 million for the year ended December 31, 2024, compared to a net income of $2.2 million for 2023. On a constant currency basis, net income decreased $7.1 million in 2024.

SG&A and Non-Op in 2023 included proceeds received in early 2024 of $1.1 million related to a benefit payout. - 20 - Operating Income and EBITDA - Americas Year Ended December 31, 2023 2022 Change in amount Change in % $ in millions As reported As reported Americas Operating (loss) income $ (2.5) $ 4.3 $ (6.8) (158) % EBITDA $ (0.7) $ 4.9 $ (5.6) (114) % EBITDA as a percentage of revenue (2) % 9 % N/A N/A Operating loss of $2.5 million decreased compared to operating income of $4.3 million in 2022 primarily due to declines in adjusted net revenue and higher SG&A and Non-Op as a percentage of revenue.

SG&A and Non-Op in 2023 included proceeds received in early 2024 of $1.1 million related to a benefit payout. - 20 - Operating Loss and EBITDA (Loss) - Americas Year Ended December 31, 2024 2023 Change in amount Change in % $ in millions As reported As reported Americas Operating loss $ (0.6) $ (2.5) $ 1.9 76 % EBITDA (loss) $ 0.3 $ (0.7) $ 1.0 148 % EBITDA (loss) as a percentage of revenue 1 % (2) % N/A N/A Operating loss of $0.6 million decreased compared to operating loss of $2.5 million in 2023 primarily due to lower declines in adjusted net revenue and lower SG&A and Non-Op as a percentage of revenue.

Operating Income and EBITDA - Europe Year Ended December 31, 2023 2022 Change in amount Change in % $ in millions As reported Constant currency Europe Operating income: $ 2.0 $ 1.8 $ 0.2 14 % EBITDA $ 1.6 $ 1.5 $ — 3 % EBITDA as a percentage of revenue 6 % 5 % N/A N/A Operating income was $2.0 million for the year ended December 31, 2023, compared to $1.8 million for 2022.

Operating Income and EBITDA - EMEA Year Ended December 31, 2024 2023 Change in amount Change in % $ in millions As reported Constant currency EMEA Operating income: $ 0.5 $ 2.0 $ (1.5) (74) % EBITDA $ 0.3 $ 1.6 $ (1.3) (82) % EBITDA as a percentage of revenue 1 % 6 % N/A N/A Operating income was $0.5 million for the year ended December 31, 2024, compared to $2.0 million for 2023.

Operating Income and EBITDA - Asia Pacific Year Ended December 31, 2023 2022 Change in amount Change in % $ in millions As reported Constant currency Asia Pacific Operating income $ 6.9 $ 8.1 $ (1.2) (14) % EBITDA $ 5.9 $ 7.0 $ (1.2) (16) % EBITDA as a percentage of revenue 6 % 6 % N/A N/A Operating income was $6.9 million for the year ended December 31, 2023, compared to $8.1 million for 2022.

Operating Income and EBITDA - Asia Pacific Year Ended December 31, 2024 2023 Change in amount Change in % $ in millions As reported Constant currency Asia Pacific Operating income $ 1.1 $ 6.9 $ (5.8) (85) % EBITDA $ 0.5 $ 5.8 $ (5.3) (92) % EBITDA as a percentage of revenue 1 % 6 % N/A N/A Operating income was $1.1 million for the year ended December 31, 2024, compared to $6.9 million for 2023.

The difference between operating income and EBITDA for the years ended December 31, 2023 and 2022 was principally due to corporate management expenses. - 22 - Europe (constant currency) Revenue - Europe Year Ended December 31, 2023 2022 Change in amount Change in % $ in millions As reported Constant currency Europe Revenue $ 26.2 $ 31.0 $ (4.8) (15) % For the year ended December 31, 2023, contracting revenue decreased by $4.5 million, or 32%, while RPO revenue decreased by $0.3 million, or 2%, compared to 2022.

The difference between operating income and EBITDA for the years ended December 31, 2024 and 2023 was principally due to corporate management expenses. - 22 - EMEA (constant currency) Revenue - EMEA Year Ended December 31, 2024 2023 Change in amount Change in % $ in millions As reported Constant currency EMEA Revenue $ 25.5 $ 26.9 $ (1.4) (5) % For the year ended December 31, 2024, RPO revenue decreased by $1.4 million, or 8%, while contracting revenue decreased by $0.1 million, or 1% compared to 2023.

Adjusted net revenue - Asia Pacific Year Ended December 31, 2023 2022 Change in amount Change in % $ in millions As reported Constant currency Asia Pacific Adjusted net revenue $ 33.7 $ 33.0 $ 0.7 2 % Adjusted net revenue as a percentage of revenue 32 % 29 % N/A N/A For the year ended December 31, 2023, RPO adjusted net revenue increased by $0.8 million, or 3%, while contracting adjusted net revenue decreased by $0.1 million, or 4%, compared to the same period in 2022.

Adjusted net revenue - Asia Pacific Year Ended December 31, 2024 2023 Change in amount Change in % $ in millions As reported Constant currency Asia Pacific Adjusted net revenue $ 29.4 $ 33.4 $ (4.0) (12) % Adjusted net revenue as a percentage of revenue 34 % 32 % N/A N/A For the year ended December 31, 2024, RPO adjusted net revenue decreased by $3.2 million, or 11%, while contracting adjusted net revenue decreased by $0.8 million, or 24%, compared to the same period in 2023. - 21 - In Australia, adjusted net revenue decreased by $8.0 million, or 29%, for the year ended December 31, 2024, compared to the same period in 2023.

(b) SG&A and Non-Op is a measure that management uses to evaluate the segments’ expenses, which include the following captions on the Consolidated Statements of Operations: Salaries and related, Office and general, Marketing and promotion, and Other income (expense), net. Corporate management expenses are included in the segments’ other income (expense). (c) See EBITDA reconciliation in the following section.

The decrease in EBITDA for the year ended December 31, 2023 was principally due to the factors noted above.

The decrease in EBITDA for the year ended December 31, 2024 was primarily due to the factors noted above.

In 2023, the market conditions continued to be challenging due to higher inflation, higher interest rates and decreased demand for labor in certain markets. We anticipate that the market conditions will continue to be challenging into 2024. Economic conditions in most of the world’s major markets slowed down in 2023.

In 2024, the market conditions remained challenging due to persistent inflation, higher interest rates and decreased demand for labor in certain markets. We anticipate that these challenging market conditions will continue into 2025. Economic conditions in most of the world’s major markets continued to slow down throughout 2024.

Net cash used in investing activities in 2023 primarily reflects the cash paid of $2.1 million in October 2023 for the acquisition of Singapore, while net cash used in investing activities in 2022 reflects cash paid of $0.8 million in August 2022 for the acquisition of HnB (see Note 5 to the Consolidated Financial Statements in Item 8 for additional information.) Cash Flows from Financing Activities For the year ended December 31, 2023, net cash used in financing activities was $2.5 million, compared to 2.0 million in 2022.

Net cash provided by investing activities in 2024 reflects $1.1 million in cash received from benefit payouts, while net cash used in investing activities in 2023 primarily reflects cash paid of $2.1 million in October 2023 for the acquisition of Singapore (see Note 5 to the Consolidated Financial Statements in Item 8 for additional information.) - 25 - Cash Flows from Financing Activities For the year ended December 31, 2024, net cash used in financing activities was $3.1 million, compared to $2.5 million in 2023.

The Company cannot provide assurance that these additional sources of funds will be available or, if available, would have reasonable terms.

The Company cannot provide assurance that these additional sources of funds will be available or, if available, would have reasonable terms. - 26 - Off-Balance Sheet Arrangements None.

The decrease in revenue was principally driven by declines in the Americas and Australia. ◦ On a constant currency basis, revenue decreased $34.7 million, or 18%, primarily due to a decrease in RPO revenue of $18.1 million, or 19%, and a decline in contracting revenue of $16.6 million, or 17%, compared to 2022. • Selling, general and administrative expenses, and other non-operating income (expense) (“SG&A and Non-Op”) was $76.6 million for the year ended December 31, 2023, compared to $88.5 million for 2022, a decrease of $11.9 million, or 13%. - 17 - ◦ On a constant currency basis, SG&A and Non-Op decreased $10.7 million or 12%.

The decrease in revenue was principally driven by declines in Australia and the Americas. - 17 - ◦ On a constant currency basis, revenue also decreased $21.3 million, or 13%, primarily due to a decrease in RPO revenue of $10.6 million, or 14%, and a decline in contracting revenue of $10.7 million, or 13%, compared to 2023. • Selling, general and administrative expenses, and other non-operating income (expense) (“SG&A and Non-Op”) was $72.6 million for the year ended December 31, 2024, compared to $76.6 million for 2023, a decrease of $4.0 million, or 5%. ◦ On a constant currency basis, SG&A and Non-Op decreased $4.1 million or 5%.

The decrease in operating income was principally due to the change in SG&A and Non-Op, as described above. For the year ended December 31, 2023, EBITDA was $5.9 million, or 6% of revenue, compared to EBITDA of $7.0 million, or 6% of revenue, in 2022.

The decrease in operating income was principally due to the changes in adjusted net revenue and SG&A and Non-Op, as described above. For the year ended December 31, 2024, EBITDA was $0.5 million, or 1% of revenue, compared to EBITDA of $5.8 million, or 6% of revenue, in 2023.

This summary should be considered in the context of the additional disclosures in this MD&A which further highlight the Company’s results by segment. • Revenue was $161.3 million for the year ended December 31, 2023, compared to $200.9 million for 2022, a decrease of $39.6 million, or 20%.

This summary should be considered in the context of the additional disclosures in this MD&A which further highlight the Company’s results by segment. • Revenue was $140.1 million for the year ended December 31, 2024, compared to $161.3 million for 2023, a decrease of $21.3 million, or 13%.

The increase in income was primarily due to a benefit payout of $1.1 million, partially offset by one-time client administrative costs of $0.2 million. - 24 - Provision for (benefit from) Income Taxes The provision for income taxes for the year ended December 31, 2023 was $0.4 million, on $2.6 million of pre-tax income, compared to a provision from income taxes of $2.3 million on $9.5 million of pre-tax income for 2022.

The decrease in net other income was primarily due to a benefit payout of $1.1 million, partially offset by one-time client administrative costs of $0.2 million, both of which were incurred in the prior year. - 24 - Provision for (benefit from) Income Taxes The provision for income taxes for the year ended December 31, 2024 was $1.3 million, on $3.5 million of pre-tax loss, compared to a provision from income taxes of $0.4 million on $2.6 million of pre-tax income for 2023.

For the year ended December 31, 2023, EBITDA loss was $0.7 million, or 2% of revenue, compared to EBITDA of $4.9 million, or 9% of revenue, in 2022. The decrease in EBITDA was due to the same factors noted above.

For the year ended December 31, 2024, EBITDA was $0.3 million, or 1% of revenue, compared to EBITDA loss of $0.7 million, or 2% of revenue, in 2023. The increase in EBITDA was due to the same factors noted above.

SG&A and Non-Op - Asia Pacific Year Ended December 31, 2023 2022 Change in amount Change in % $ in millions As reported Constant currency Asia Pacific SG&A and Non-Op $ 27.6 $ 25.7 $ 1.9 7 % SG&A and Non-Op as a percentage of revenue 27 % 23 % N/A N/A For the year ended December 31, 2023, SG&A and Non-Op increased $1.9 million, or 7%, compared to 2022.

SG&A and Non-Op - Asia Pacific Year Ended December 31, 2024 2023 Change in amount Change in % $ in millions As reported Constant currency Asia Pacific SG&A and Non-Op $ 28.7 $ 27.4 $ 1.3 5 % SG&A and Non-Op as a percentage of revenue 33 % 27 % N/A N/A For the year ended December 31, 2024, SG&A and Non-Op increased $1.3 million, or 5%, compared to 2023.

Net Income Net income was $2.2 million for the year ended December 31, 2023, compared to net income of $7.1 million for 2022, a decrease in net income of $4.9 million.

Net (Loss) Income Net loss was $4.8 million for the year ended December 31, 2024, compared to net income of $2.2 million for 2023, a decrease in net income of $7.0 million.

Asia Pacific (constant currency) Revenue - Asia Pacific Year Ended December 31, 2023 2022 Change in amount Change in % $ in millions As reported Constant currency Asia Pacific Revenue $ 103.9 $ 113.5 $ (9.6) (9) % For the year ended December 31, 2023, contracting revenue decreased by $10.7 million, or 13%, while RPO revenue increased by $1.0 million, or 3%, compared to 2022.

Asia Pacific (constant currency) Revenue - Asia Pacific Year Ended December 31, 2024 2023 Change in amount Change in % $ in millions As reported Constant currency Asia Pacific Revenue $ 86.7 $ 103.2 $ (16.5) (16) % For the year ended December 31, 2024, contracting revenue decreased by $12.9 million, or 18%, while RPO revenue decreased by $3.6 million, or 12%, compared to 2023.

SG&A and Non-Op - Europe Year Ended December 31, 2023 2022 Change in amount Change in % $ in millions As reported Constant currency Europe SG&A and Non-Op $ 14.9 $ 14.6 $ 0.3 2 % SG&A and Non-Op as a percentage of revenue 57 % 47 % N/A N/A For the year ended December 31, 2023, SG&A and Non-Op increased $0.3 million, or 2%, compared to 2022.

SG&A and Non-Op - EMEA Year Ended December 31, 2024 2023 Change in amount Change in % $ in millions As reported Constant currency EMEA SG&A and Non-Op $ 15.3 $ 15.2 $ 0.1 — % SG&A and Non-Op as a percentage of revenue 60 % 57 % N/A N/A - 23 - For the year ended December 31, 2024, SG&A and Non-Op increased by $0.1 million, or 0%, compared to 2023.

SG&A and Non-Op - Americas Year Ended December 31, 2023 2022 Change in amount Change in % $ in millions As reported As reported Americas SG&A and Non-Op $ 31.2 $ 44.4 $ (13.2) (30) % SG&A and Non-Op as a percentage of revenue 100 % 86 % N/A N/A For the year ended December 31, 2023, SG&A and Non-Op decreased $13.2 million, or 30%, compared to 2022, while SG&A and Non-Op as a percentage of revenue increased from 86% to 100%.

SG&A and Non-Op - Americas Year Ended December 31, 2024 2023 Change in amount Change in % $ in millions As reported As reported Americas SG&A and Non-Op $ 25.0 $ 31.2 $ (6.2) (20) % SG&A and Non-Op as a percentage of revenue 90 % 100 % N/A N/A For the year ended December 31, 2024, SG&A and Non-Op decreased $6.2 million, or 20%, compared to 2023, while SG&A and Non-Op as a percentage of revenue decreased from 100% to 90%.

Business Combinations and Asset Acquisitions Business Combinations are accounted for under the acquisition method in accordance with ASC 805, “ Business Combinations .” The acquisition method requires identifiable assets acquired and liabilities assumed and any non-controlling interest in the business acquired to be recognized and measured at fair value on the acquisition date, which is the date that the acquirer obtains control of the acquired business.

The Company has elected to recognize the tax on Global Intangible Low Taxed Income (“GILTI”) as a period expense in the year the tax is incurred. - 28 - Business Combinations and Asset Acquisitions Business Combinations are accounted for under the acquisition method in accordance with ASC 805, “ Business Combinations .” The acquisition method requires identifiable assets acquired and liabilities assumed and any non-controlling interest in the business acquired to be recognized and measured at fair value on the acquisition date, which is the date that the acquirer obtains control of the acquired business.

The decline was principally from the Company’s lower net income in 2023, along with less favorable working capital comparisons to the prior year. Cash Flows from Investing Activities For the year ended December 31, 2023, net cash used in investing activities was $2.2 million, as compared to $1.3 million in 2022.

The decline was principally from the Company’s lower net income in 2024, partially offset by more favorable working capital comparisons to the prior year. Cash Flows from Investing Activities For the year ended December 31, 2024, net cash provided by investing activities was $1.1 million, compared to $2.2 million of net cash used in investing activities in 2023.

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 also has the capability to borrow an additional 4 million Australian dollars under the NAB Facility Agreement. 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.

Depreciation and Amortization Expense Depreciation and amortization expense was $1.5 million and $1.4 million for the years ended December 31, 2023 and 2022, respectively. Interest Income, Net Net interest income was $0.4 million and $0.1 million for the years ended December 31, 2023 and 2022, respectively. The increase was due to higher interest rates.

Depreciation and Amortization Expense Depreciation and amortization expense was $1.4 million and $1.5 million for the years ended December 31, 2024 and 2023, respectively. Interest Income, Net Net interest income was $0.4 million for each of the years ended December 31, 2024 and 2023.

Adjusted net revenue - Americas Year Ended December 31, 2023 2022 Change in amount Change in % $ in millions As reported As reported Americas Adjusted net revenue $ 30.1 $ 49.0 $ (18.8) (38) % Adjusted net revenue as a percentage of revenue 96 % 95 % N/A N/A For the year ended December 31, 2023, RPO adjusted net revenue decreased $18.6 million, or 38%, while contracting adjusted net revenue decreased $0.3 million, or 64%, compared to 2022.

Adjusted net revenue - Americas Year Ended December 31, 2024 2023 Change in amount Change in % $ in millions As reported As reported Americas Adjusted net revenue $ 25.1 $ 30.1 $ (5.0) (17) % Adjusted net revenue as a percentage of revenue 90 % 96 % N/A N/A For the year ended December 31, 2024, RPO adjusted net revenue decreased $5.5 million, or 18%, while contracting adjusted net revenue increased $0.5 million, or 336%, compared to 2023.

The increase in SG&A and Non-Op as a percentage of revenue was primarily due to the higher consultant staff costs.

The increase was primarily due to higher consultant staff and overhead costs. SG&A and Non-Op, as a percentage of revenue, was 33% in 2024, compared to 27% in 2023. The increase in SG&A and Non-Op as a percentage of revenue was primarily due to the decline in adjusted net revenue.

GAAP financial measure is provided in the table below: Year Ended December 31, $ in thousands 2023 2022 Net income $ 2,198 $ 7,129 Adjustments to net income Provision for income taxes 370 2,331 Interest income, net (372) (83) Depreciation and amortization expense 1,467 1,378 Total adjustments from net income to EBITDA 1,465 3,626 EBITDA $ 3,663 $ 10,755 - 19 - Results of Operations: Americas (reported currency) Revenue - Americas Year Ended December 31, 2023 2022 Change in amount Change in % $ in millions As reported As reported Americas Revenue $ 31.3 $ 51.6 $ (20.4) (39) % For the year ended December 31, 2023, RPO revenue decreased by $19.0 million, or 39%, while contracting revenue decreased by $1.4 million, or 59%.

GAAP financial measure is provided in the table below: Year Ended December 31, $ in thousands 2024 2023 Net (loss) income $ (4,770) $ 2,198 Adjustments to net (loss) income Provision for income taxes 1,300 370 Interest income, net (360) (372) Depreciation and amortization expense 1,361 1,467 Total adjustments from net (loss) income to EBITDA 2,301 1,465 EBITDA (loss) $ (2,469) $ 3,663 - 19 - Results of Operations: Americas (reported currency) Revenue - Americas Year Ended December 31, 2024 2023 Change in amount Change in % $ in millions As reported As reported Americas Revenue $ 27.9 $ 31.3 $ (3.4) (11) % For the year ended December 31, 2024, RPO revenue decreased by $5.7 million, or 19%, while contracting revenue increased by $2.3 million, or 240%.

The difference between operating income and EBITDA for the years ended December 31, 2023 and 2022 was principally due to foreign currency exchange, corporate management expenses, and the one-time client administrative costs of $0.2 million.

The difference between operating income and EBITDA for the years ended December 31, 2024 and 2023 was principally due to corporate management expenses and foreign currency exchange.

Adjusted net revenue - Europe Year Ended December 31, 2023 2022 Change in amount Change in % $ in millions As reported Constant currency Europe Adjusted net revenue $ 16.5 $ 16.1 $ 0.3 2 % Adjusted net revenue as a percentage of revenue 63 % 52 % N/A N/A For the year ended December 31, 2023, adjusted net revenue increased by $0.3 million, or 2%, driven by an increase in RPO revenue of $0.4 million, or 3%, compared to the same period in 2022.

Adjusted net revenue - EMEA Year Ended December 31, 2024 2023 Change in amount Change in % $ in millions As reported Constant currency EMEA Adjusted net revenue $ 15.6 $ 16.9 $ (1.3) (8) % Adjusted net revenue as a percentage of revenue 61 % 63 % N/A N/A For the year ended December 31, 2024, adjusted net revenue decreased by $1.3 million, or 8%, driven by a decrease in RPO adjusted net revenue of $1.4 million, or 9%, compared to the same period in 2023, partially offset by an increase in contracting adjusted net revenue of $0.1 million, or 34%.

To meet the Company’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; • Building and differentiating the Company’s brand through its unique outsourcing solutions offerings; and • Improving the Company’s cost structure and efficiency of its support functions and infrastructure. - 16 - We continue to explore all strategic alternatives to maximize value for the Company’s stockholders, including without limitation, improving the market position and profitability of our services in the marketplace, and enhancing our valuation.

To meet the Company’s objective, the Company engages in the following initiatives: - 16 - • Facilitating growth and development of the global RPO business through strategic investments in people, innovation, and technology; • Building and differentiating the Company’s brand through its unique outsourcing solutions offerings; and • Improving the Company’s cost structure and efficiency of its support functions and infrastructure.

The difference between operating income and EBITDA for the year ended December 31, 2023, was primarily due to the proceeds of $1.1 million noted above.

The difference between operating loss and EBITDA for the year ended December 31, 2023, was primarily due to the proceeds of $1.1 million related to a benefit payout recognized in 2023.

The increase was principally due to the adjusted net revenue gains, as described above. For the year ended December 31, 2023, EBITDA was $1.6 million, or 6% of revenue, compared to EBITDA of $1.5 million for 2022.

The decrease was principally due to lower adjusted net revenue, as described above. For the year ended December 31, 2024, EBITDA was $0.3 million, or 1% of revenue, compared to EBITDA of $1.6 million for 2023. The decrease in EBITDA was principally due to the factors noted above.

The following are discussed in reported currency Corporate expenses, net of corporate management expenses For the year ended December 31, 2023, corporate expenses were $3.0 million compared to $2.9 million for 2022, a increase of $0.1 million, or 2%. The increase was primarily due to higher professional fees, partially offset by lower compensation expenses.

The following are discussed in reported currency Corporate expenses, net of corporate management expenses For the year ended December 31, 2024, corporate expenses were $3.6 million compared to $3.0 million for 2023, an increase of $0.6 million, or 20%. The increase was primarily due to lower corporate allocations, partially offset by lower travel and entertainment and stock-based compensation expenses.

The effective tax rate for the year ended December 31, 2023 was 14.4%, compared to 24.6% for 2022.

The effective tax rate (“ETR”) for the year ended December 31, 2024 was negative 37.5%, compared to 14.4% for 2023.

The decreases in RPO and contracting adjusted net revenue were due to the same factor noted above under “Revenue – Americas”. Total adjusted net revenue, as a percentage of revenue, increased to 96% for 2023, compared to 95% for 2022, primarily attributable to the higher mix of RPO to contracting revenue in 2023 compared to 2022.

The changes in RPO and contracting adjusted net revenue were due to the same factors noted above under “Revenue – Americas.” Total adjusted net revenue, as a percentage of revenue, decreased to 90% for 2024, compared to 96% for 2023, primarily attributable to the lower mix of RPO to contracting revenue in 2024 compared to 2023.

In the U.K., for the year ended December 31, 2023, revenue decreased by $4.4 million, or 15%, to $24.8 million from $29.2 million in 2022. The decrease was principally driven by lower contracting revenue of $4.5 million.

In the U.K., for the year ended December 31, 2024, revenue decreased by $2.6 million, or 10%, to $22.9 million from $25.5 million in 2023. The decrease was principally driven by lower RPO revenue of $2.5 million.

The Hudson Singapore Acquisition positively contributed 1 percentage point to the adjusted net revenue performance (see Note 5 to the Consolidated Financial Statements in Item 8). Adjusted net revenue as a percentage of revenue, for the year ended December 31, 2023, was 32%, compared to 29% for 2022.

The increase in adjusted net revenue was primarily driven by the Singapore Acquisition, which contributed 80 percentage points to the revenue growth. (see Note 5 to the Consolidated Financial Statements in Item 8). Adjusted net revenue as a percentage of revenue, for the year ended December 31, 2024, was 34%, compared to 32% for 2023.

It requires an asset and liability approach for financial accounting and reporting of income taxes. The calculation of net deferred tax assets assumes sufficient future earnings for the realization of such assets as well as the continued application of currently anticipated tax rates.

The calculation of net deferred tax assets assumes sufficient future earnings for the realization of such assets as well as the continued application of currently anticipated tax rates.

The Company believes that future external market conditions remain uncertain, particularly access to credit, rates of near-term projected economic growth, and levels of unemployment in the markets in which the Company operates.

The majority of the Company’s offshore cash is available to it as a source of funds, net of any tax obligations or assessments. The Company believes that future external market conditions remain uncertain, particularly access to credit, rates of near-term projected economic growth, and levels of unemployment in the markets in which the Company operates.

Similar to constant currency, EBITDA should not be considered in isolation or as a substitute for operating income or net income prepared in accordance with 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.

Management uses this measurement to evaluate capital needs and working capital requirements. Similar to constant currency, EBITDA should not be considered in isolation or as a substitute for operating income or net income prepared in accordance with U.S. GAAP or as a measure of the Company’s profitability.

As of December 31, 2023, $9.3 million of the Company’s cash and cash equivalents noted above was held in the U.S. and the remainder was held internationally, primarily in Australia ($6.0 million), the U.K.

As of December 31, 2024, $7.5 million of the Company’s cash and cash equivalents noted above was held in the U.S. and the remainder was held internationally, primarily in Australia ($4.1 million), Singapore ($1.3 million), the Philippines ($0.9 million), Hong Kong ($0.9 million), Belgium ($0.8 million), the U.K. ($0.3 million), India ($0.3 million), Canada ($0.2 million), and China ($0.2 million).

SG&A and Non-Op, as a percentage of revenue, was 47% for the year ended December 31, 2023, compared to 45% for 2022.

SG&A and Non-Op, as a percentage of revenue, was 52% for the year ended December 31, 2024, compared to 48% for 2023. • EBITDA loss was $2.5 million for the year ended December 31, 2024, compared to EBITDA of $3.7 million for 2023.

The increase was principally due to higher staff costs as a percentage of revenue, partially offset by a $1.1 million benefit payout in the Americas. • EBITDA was $3.7 million for the year ended December 31, 2023, compared to EBITDA of $10.8 million for 2022.

The decrease was principally due to higher staff costs as a percentage of revenue, partially offset by a $1.1 million benefit payout received in the Americas in the prior year.

The interest rate is calculated as the bank’s external cost of capital, plus a margin of 3.5% per annum. The HSBC Facility Agreement does not have a stated maturity date. As of December 31, 2023, there were no outstanding amounts under the HSBC Facility Agreement.

The interest rate is calculated as the bank’s external cost of capital, plus a margin of 3.5% per annum. The Company ended the HSBC Facility Agreement in May 2024 and has no outstanding amounts under the HSBC Facility Agreement.

For the year ended December 31, 2022, the effective tax rate difference from the U.S. federal statutory rate of 21% was primarily attributable to changes in valuations allowances in the U.S. and certain foreign subsidiaries, which reduces or eliminates the effective tax rate on current year profits or losses, foreign tax rate differences, and non-deductible expenses.

For the year ended December 31, 2024, the effective tax rates differed from the U.S. federal statutory rate of 21% primarily due to pre-tax losses for which no tax benefit can be recognized, changes in valuation allowances in the U.S., China, and certain foreign jurisdictions that reduce or eliminate the ETR on current year profits or losses, foreign tax rate differences, and non-deductible expenses.

In the U.K., total adjusted net revenue for the year ended December 31, 2023, increased $0.7 million, or 5%, compared to the same period in 2022. The change in the U.K. was primarily driven by an increase in RPO adjusted net revenue of $0.7 million, or 5%.

In the U.K., total adjusted net revenue for the year ended December 31, 2024 decreased by $2.4 million, or 16%, compared to the same period in 2023, driven by a decrease in RPO adjusted net revenue of $2.6 million, or 17%.

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. - 27 - Income Taxes We account for income taxes using the asset and liability method in accordance with Accounting Standards Codification (“ASC”) 740, “ Income Taxes. ” This standard establishes financial accounting and reporting standards for the effects of income taxes that result from an enterprise’s activities.

The costs incurred to fulfill these contracts are expensed as incurred. - 27 - 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.

In Continental Europe, for the year ended December 31, 2023, total adjusted net revenue decreased by $0.3 million, or 21%, compared to the same period in 2022.

In Continental Europe, for the year ended December 31, 2024, total adjusted net revenue increased by $0.9 million, or 70%, compared to the same period in 2023, due to new client wins. In the Middle East, total adjusted net revenue and RPO adjusted net revenue was $0.2 million for the year ended December 31, 2024.

Basic and diluted earnings per share were $0.72 and $0.70, respectively for the year ended December 31, 2023, compared to basic and diluted income per share of $2.37 and $2.27 in 2022.

Basic and diluted losses per share were $1.59 for the year ended December 31, 2024, compared to basic and diluted income per share of $0.72 and $0.70, respectively, in 2023. Liquidity and Capital Resources As of December 31, 2024, cash and cash equivalents and restricted cash totaled $17.7 million, as compared to $23.2 million as of December 31, 2023.

Corporate management expenses are included in the segments’ other income (expense). - 18 - (c) See EBITDA reconciliation in the following section. Use of EBITDA (Non-GAAP Financial 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.

Use of EBITDA (Non-GAAP Financial 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. EBITDA is considered by management as an indicator of operating performance and the most comparable measure across the regions in which we operate.

In Australia, for the year ended December 31, 2023, revenue decreased $9.6 million, or 9%, compared to 2022. The decline was primarily in contracting revenue, which decreased by $10.7 million, or 14%, partially offset by RPO revenue, which increased by $1.1 million, or 5%.

The decrease was primarily reflected in RPO adjusted net revenue, which declined by $7.4 million, or 31%, while contracting adjusted net revenue decreased by $0.6 million, or 19%, compared to 2023. In Asia, adjusted net revenue increased $4.0 million, or 67%, for the year ended December 31, 2024, compared to 2023.

The decreases in both RPO and contracting revenue were mainly due to lower demand from existing clients.

The decrease in RPO revenue was mainly due to lower demand from existing clients, while the increase in contracting revenue was a result of new client wins and higher demand from existing clients.

The increase was primarily due to higher consultant staff costs. SG&A and Non-Op, as a percentage of revenue, was 27% in 2023, compared to 23% in 2022. The increase was principally due to the lower mix of contracting revenue, where the majority of costs are reflected in adjusted net revenue.

The slight increase was primarily driven by higher salaries and related costs. SG&A and Non-Op, as a percentage of revenue, was 60% in 2024 compared to 57% in 2023. The increase in SG&A and Non-Op as a percentage of revenue was primarily due to the decrease in adjusted net revenue.

In Continental Europe, for the year ended December 31, 2023, total revenue was $1.4 million, compared to $1.8 million for 2022, a decrease of $0.3 million, or 19%. The decrease was due to lower demand from existing recruitment clients.

In Continental Europe, for the year ended December 31, 2024, total revenue was $2.3 million, compared to $1.4 million for 2023, an increase of $0.9 million, or 66%. The increase was primarily due to new client wins. In the Middle East, total revenue and RPO revenue was $0.2 million for the year ended December 31, 2024.

The decreases in contracting revenue was due to lower volume from existing clients, while the increase in RPO revenue were primarily due to higher demand from existing clients, as well as the implementation of new client contracts. In Asia, revenue increased $0.4 million, or 5%, for the year ended December 31, 2023, compared to 2022.

In Australia, for the year ended December 31, 2024, revenue decreased $21.3 million, or 23%, compared to 2023. The decline was primarily in contracting revenue, which decreased by $13.4 million, or 20%, while RPO revenue, decreased by $7.8 million, or 31%. The decreases in both contracting and RPO revenue were primarily due to lower demand from existing clients.

The interest expense and fees incurred on the HSBC Facility Agreement amounted to $3 for the year ending December 31, 2023. The Company was in compliance with all financial covenants under the HSBC Facility Agreement as of December 31, 2023.

The interest expense and fees incurred on the HSBC Facility Agreement amounted to $6 thousand and $3 thousand for the years ending December 31, 2024 and 2023, respectively. Liquidity and Capital Resources Outlook As of December 31, 2024, the Company had cash and cash equivalents on hand of $17.0 million.

The increase in net cash used in financing activities was mostly attributable to higher loan repayments of $0.6 million related to the Karani Acquisition, partly offset by lower repurchases of common stock of $0.2 million in 2023 compared to the previous year. - 25 - 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”).

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”).

In Australia, adjusted net revenue increased by $0.8 million, or 3%, for the year ended December 31, 2023, compared to the same period in 2022. The increase was primarily in RPO adjusted net revenue, which grew $0.9 million, or 4%, partially offset by a decrease in contracting adjusted net revenue of $0.1 million, or 4% as compared to 2022.

In Asia, revenue increased $4.9 million, or 49%, for the year ended December 31, 2024, compared to 2023. The increase in revenue was primarily driven by the Singapore Acquisition, which contributed 57 percentage points to the revenue growth.

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Top changes in Star Equity Holdings, Inc.'s 2024 10-K

Item 1. Business

Item 1A. Risk Factors

Item 1C. Cybersecurity

Item 2. Properties

Item 5. Market for Registrant's Common Equity

Item 7. Management's Discussion & Analysis

Other STRR 10-K year-over-year comparisons