This Management's Discussion and Analysis of Financial Condition and Results
of Operations ("MD&A") should be read in conjunction with the Condensed
Consolidated Financial Statements and the notes thereto, included in Part I of
this Form 10-Q. The reader should also refer to the Condensed Consolidated
Financial Statements and notes of Hudson Global, Inc. and its subsidiaries (the
"Company") filed in its Annual Report on Form 10-K for the year ended
December 31, 2021. This MD&A contains forward-looking statements. Please see
"FORWARD-LOOKING STATEMENTS" for a discussion of the uncertainties, risks and
assumptions associated with these statements. This MD&A also uses the
non-generally accepted accounting principle measure of earnings before interest,
taxes, depreciation and amortization ("EBITDA"). See Note 13 to the Condensed
Consolidated Financial Statements in Part I, Item 1 of this Form 10-Q for EBITDA
segment reconciliation information. The tables and information in this MD&A were
derived from exact numbers and may have immaterial rounding differences.

This MD&A includes the following sections:

•Executive Overview

•Results of Operations

•Liquidity and Capital Resources

•Contingencies

•Recent Accounting Pronouncements

•Critical Accounting Policies

•Forward-Looking Statements

Executive Overview



  The Company's objective is to increase value to the Company's stockholders by
providing global Recruitment Process Outsourcing ("RPO") solutions to customers.
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. The Company
combines broad geographic presence, world-class talent solutions and a tailored,
consultative approach to help businesses and professionals achieve maximum
performance. The Company seeks to continually upgrade its service offerings and
delivery capability tools to make candidates more successful in achieving its
clients' business requirements.

  The Company's proprietary frameworks, assessment tools, and leadership
development programs, coupled with its global footprint, allow the Company to
design and implement regional and global outsourced recruitment solutions that
the Company believes greatly enhance the quality and efficiency of its clients'
hiring.

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.



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

This MD&A discusses the results of the Company's business for the three months ended March 31, 2022 and 2021.


                                     - 24 -

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Index

Current Market Conditions



  After another challenging year in 2021, economic conditions in most of the
world's major markets are expected to rebound in 2022. Some markets are
beginning to see a potential path forward for improved economic conditions.
However, expectations for recovery may be hampered by new variants of the virus.
Policy measures enacted by U.S. and foreign governments to combat the economic
impact of the virus provided support to local economies, but many of these
measures have since been discontinued. In addition, the continued uncertainty
has resulted in increased inflation and volatility in global currencies.
Stronger foreign currencies in other markets compared to the U.S. dollar during
a reporting period cause local currency results of the Company's foreign
operations to be translated into more U.S. dollars. The Company closely monitors
the economic environment and business climate in its markets and responds
accordingly.

COVID-19 Pandemic



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

The COVID-19 pandemic affected the Company's operations in prior years and may
continue to do so in the future. The COVID-19 pandemic may impact the Company's
business, operations, and financial results and conditions, directly and
indirectly, including without limitation impacts on the health of the Company's
management and employees, marketing and sales operations, customer and consumer
behaviors, as well as the overall economy. The scope and nature of these
impacts, most of which are beyond the Company's control, continue to evolve and
the outcomes are uncertain.

Management cannot predict the continued impact of the COVID-19 pandemic may
continue to have on the Company's sales or on economic conditions generally. The
ultimate extent of the effects of the COVID-19 pandemic on the Company is highly
uncertain and will depend on future developments, and such effects could exist
for an extended period of time even after the pandemic might ends.

Financial Performance

The following is a summary of the Company's financial performance highlights for the three months ended March 31, 2022 and 2021. This summary should be considered in the context of the additional disclosures in this MD&A which further highlight Company results by segment.



•Revenue was $51.9 million for the three months ended March 31, 2022, compared
to $34.5 million for the first quarter of 2021, an increase of $17.5 million, or
50.7%. The increase in revenue was driven by growth in the Americas, Australia
and the UK.

•On a constant currency basis, the Compan's revenue increased $19.1 million, or
58.0%. RPO recruitment revenue increased $13.2 million, or 109.9%, while
contracting revenue increased $5.8 million, or 28.0%, compared to the first
quarter of 2021. Revenue included an increase of $2.6 million from the
acquisition of Karani, LLC. (see Note 5 to the Condensed Consolidated Financial
Statements in Part I, Item 1 of this Form 10-Q)

•Adjusted net revenue was $25.6 million for the three months ended March 31,
2022, compared to $12.7 million for the first quarter of 2021, an increase of
$12.9 million, or 101.1%.

•On a constant currency basis, adjusted net revenue increased $13.2 million, or
107.1%, mainly due to an increase in RPO recruitment adjusted net revenue of
$12.9 million, or 112.0%, compared to the first quarter of 2021. Contracting
adjusted net revenue increased by $0.3 million, or 37.0%, compared to the same
period in 2021. Adjusted net revenue included an increase of $2.6 million from
the acquisition of Karani, LLC.

•Selling, general and administrative expenses (including salaries and related
expenses) and other non-operating income (expense) ("SG&A and Non-Op") was $21.7
million for the three months ended March 31, 2022, compared to $12.6 million for
the same period in 2021, an increase of $9.0 million, or 71.4%.
                                     - 25 -

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Index



•On a constant currency basis, SG&A and Non-Op increased $9.3 million, or 75.7%.
SG&A and Non-Op as a percentage of revenue was 41.7% for the three months ended
March 31, 2022, compared to 37.5% for the same period in 2021.

•EBITDA was $3.9 million for the three months ended March 31, 2022, compared to
EBITDA of $0.1 million for the same period in 2021, an increase in EBITDA of
$3.8 million. On a constant currency basis, EBITDA increased $3.9 million.

•Net income was $3.0 million for the three months ended March 31, 2022, compared
to net loss of $0.2 million for the same period in 2021, an increase in net
income of $3.3 million. On a constant currency basis, net income also increased
$3.3 million.

Constant Currency (Non-GAAP measure)



  The Company operates on a global basis, with the majority of its revenue
generated outside of the U.S. Accordingly, fluctuations in foreign currency
exchange rates can affect the Company's results of operations. For the
discussion of reportable segment results of operations, the Company uses
constant currency information. Constant currency compares financial results
between periods as if exchange rates had remained constant period-over-period.
The Company defines the term "constant currency" to mean that financial data for
a previously reported period is translated into U.S. dollars using the same
foreign currency exchange rates that were used to translate financial data for
the current period. Constant currency metrics should not be considered in
isolation or as a substitute for reported results prepared in accordance with
generally accepted accounting principles ("GAAP") in the U.S. The Company's
management reviews and analyzes business results in constant currency and
believes these results better represent the Company's underlying business
trends. Changes in foreign currency exchange rates generally impact only
reported earnings.

  Changes in revenue, adjusted net revenue, SG&A and Non-Op, operating income
(loss), net income (loss), and EBITDA (loss) include the effect of changes in
foreign currency exchange rates. The tables below summarize the impact of
foreign currency exchange adjustments on the Company's operating results for the
three months ended March 31, 2022 and 2021.
                                     - 26 -

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  Index

                                                               Three Months Ended March 31,
                                                                   2022                      2021
                                                                                        As                As               Currency            Constant
$ in thousands                                                                       reported          reported           translation          currency
Revenue:
Americas                                                                            $ 14,611          $  4,561          $          -          $  4,561
Asia Pacific                                                                          31,133            25,340                (1,456)           23,884
Europe                                                                                 6,173             4,560                  (142)            4,418
Total                                                                               $ 51,917          $ 34,461          $     (1,598)         $ 32,863
Adjusted net revenue (a):
Americas                                                                            $ 13,702          $  4,209          $          -          $  4,209
Asia Pacific                                                                           8,213             5,758                  (280)            5,478
Europe                                                                                 3,658             2,751                   (90)            2,661
Total                                                                               $ 25,573          $ 12,718          $       (370)         $ 12,348
SG&A and Non-Op (b):
Americas                                                                            $ 11,304          $  4,487          $          -          $  4,487
Asia Pacific                                                                           6,178             4,996                  (231)            4,765
Europe                                                                                 3,503             2,681                   (84)            2,597
Corporate                                                                                680               479                     -               479
Total                                                                               $ 21,665          $ 12,643          $       (315)         $ 12,328

Operating income (loss):
Americas                                                                            $  2,321          $   (298)         $          -          $   (298)
Asia Pacific                                                                           2,274             1,063                   (62)            1,001
Europe                                                                                   256               200                   (10)              190
Corporate                                                                             (1,249)             (947)                    -              (947)
Total                                                                      

$ 3,602 $ 18 $ (72) $ (54) Net income (loss), consolidated

$  3,019          $   (203)         $        (40)         $   (243)
EBITDA (loss) (c):
Americas                                                                            $  2,414          $   (278)         $          -          $   (278)
Asia Pacific                                                                           2,027               762                   (49)              713
Europe                                                                                   147                70                    (6)               64
Corporate                                                                               (711)             (479)                    -              (479)
Total                                                                               $  3,877          $     75          $        (55)         $     20

(a)Represents Revenue less the Direct contracting costs and reimbursed expenses caption on the Condensed Consolidated Statements of Operations.



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

(c)See EBITDA reconciliation in the following section.

Use of EBITDA (Non-GAAP measure)



  Management believes EBITDA is a meaningful indicator of the Company's
performance that provides useful information to investors regarding the
Company's financial condition and results of operations. Management considers
EBITDA to be the best indicator of operating performance and most comparable
measure across the regions in which the Company operates. Management uses this
measure to evaluate capital needs and working capital requirements. EBITDA
should not be considered in isolation or as a substitute for operating income,
or net income prepared in accordance with U.S. GAAP or as a measure of the
Company's profitability. EBITDA is derived from net income (loss) adjusted for
the provision for (benefit from) income taxes, interest expense (income), and
depreciation and amortization.

                                     - 27 -

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The reconciliation of EBITDA to the most directly comparable GAAP financial measure is provided in the table below:




                                                                    Three Months Ended
                                                                        March 31,
$ in thousands                                                                     2022         2021
Net income (loss)                                                                $ 3,019      $ (203)

Adjustments to Net income (loss)
Provision for income taxes                                                           536         178
Interest income, net                                                                  (2)        (10)
Depreciation and amortization expense                                       

324 110


  Total adjustments from net income (loss) to EBITDA                                 858         278
EBITDA                                                                           $ 3,877      $   75



                                     - 28 -

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  Index
Results of Operations

Americas (reported currency)

Revenue
                                                                    Three Months Ended March 31,
                                                                                               2022               2021           Change in
$ in millions                                                             As reported       As reported                     amount       Change in %
Americas
Revenue                                                                                   $       14.6          $  4.6          $   10.1                      220  %



  For the three months ended March 31, 2022, RPO recruitment revenue increased
by $9.6 million, or 232%, while contracting revenue increased by $0.4 million,
or 101%. The acquisition of Karani, LLC contributed 56 percentage points to the
revenue growth. (see Note 5 to the Condensed Consolidated Financial Statements
in Part I, Item 1 of this Form 10-Q)

Adjusted net revenue

                                                             Three Months Ended March 31,
                                                                                        2022              2021           Change in
$ in millions                                                      As reported       As reported                     amount       Change in %
Americas
Adjusted net revenue                                                               $      13.7          $  4.2          $     9.5                      226  %
Adjusted net revenue as a percentage of
revenue                                                                                     94  %           92  %                N/A                      N/A



  For the three months ended March 31, 2022, RPO recruitment adjusted net
revenue increased by $9.4 million, or 229%, compared to the same period in 2021.
The acquisition of Karani, LLC contributed 61 percentage points to the adjusted
net revenue growth. The increase in RPO recruitment adjusted net revenue was
driven by the revenue growth.

  For the three months ended March 31, 2022, total adjusted net revenue as a
percentage of revenue was 94%, compared to 92% for the same period in 2021. The
increase in total adjusted net revenue as a percentage of revenue was attributed
to the higher mix of RPO recruitment revenue to contracting revenue.

SG&A and Non-Op

                                                                 Three Months Ended March 31,
                                                                                            2022              2021           Change in
 $ in millions                                                         As reported       As reported                     amount       Change in %
Americas
SG&A and Non-Op                                                                        $      11.3          $  4.5          $     6.8                      152  %
SG&A and Non-Op as a percentage of revenue                                                      77  %           98  %                N/A                      N/A



  For the three months ended March 31, 2022, SG&A and Non-Op increased $6.8
million, or 152%, compared to the same period in 2021, while SG&A and Non-Op as
a percentage of revenue decreased from 98% to 77%. The decrease of SG&A and
Non-op as a percentage of revenue is primarily due to gains in adjusted net
revenue outpacing the higher consultant staff cost from investments in the sales
team and industry marketing activities.



                                     - 29 -

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  Index

Operating Income and EBITDA

                                                                    Three Months Ended March 31,
                                                                                               2022              2021           Change in
$ in millions                                                             As reported       As reported                     amount      Change in %
Americas
Operating income (loss)                                                                   $      2.3           $ (0.3)         $     2.6                      N/M
EBITDA (loss)                                                                             $      2.4           $ (0.3)         $     2.7                      N/M
EBITDA (loss) as a percentage of revenue                                                          17   %           (6) %                N/A                   N/A


N/M = not meaningful

For the three months ended March 31, 2022, operating income was $2.3 million,
compared to operating loss of $0.3 million in the same period in 2021. The
operating income growth was primarily due to the stronger adjusted net revenue
results and lower SG&A and Non-Op as a percentage of revenue.

For the three months ended March 31, 2022, EBITDA was $2.4 million, or 17% of
revenue, compared to EBITDA loss of $0.3 million in the same period in 2021. The
increase in EBITDA was due to the same factors noted above.


Asia Pacific (constant currency)



Revenue

                                                                 Three Months Ended March 31,
                                                                                           2022             2021
                                                                            As           Constant                    Change in
$ in millions                                                            reported        currency                      amount        Change in %
Asia Pacific
Revenue                                                                                $    31.1          $ 23.9          $     7.2                        30  %



  For the three months ended March 31, 2022, contracting revenue increased $4.7
million, or 25%, and RPO recruitment revenue increased by $2.5 million, or 50%,
compared to the same period in 2021.

  In Australia, revenue increased $6.4 million, or 29%, for the three months
ended March 31, 2022, compared to the same period in 2021. The increase was
primarily in contracting revenue of $4.2 million, which increased 23%, and RPO
recruitment revenue which increased by $2.1 million, or 55%. The increases in
contracting and recruitment revenue were primarily due to higher volume from
existing clients.

  In Asia, revenue increased $0.7 million, or 41%, for the three months ended
March 31, 2022 compared to the same period in 2021. The increase for the three
months ended March 31, 2022 was due to higher demand from existing clients.

Adjusted net revenue

                                                                  Three Months Ended March 31,
                                                                                           2022             2021
                                                                             As          Constant                    Change in
 $ in millions                                                            reported       currency                      amount       Change in %
Asia Pacific
Adjusted net revenue                                                                    $    8.2          $  5.5          $     2.7                       50  %
Adjusted net revenue as a percentage of revenue                                               26  %           23  %                N/A                      N/A


For the three months ended March 31, 2022, RPO recruitment adjusted net revenue increased $2.5 million, or 52%, while contracting adjusted net revenue increased $0.2 million, or 31%, compared to the same period in 2021.



  In Australia, adjusted net revenue increased by $2.3 million, or 54%, for the
three months ended March 31, 2022, compared to the same period in 2021. The
increase was primarily reflected in RPO recruitment adjusted net revenue, which
grew $2.1 million, or 58%, while contracting adjusted net revenue increased by
$0.2 million, or 29%.
                                     - 30 -

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Index

In Asia, adjusted net revenue increased by $0.4 million, or 37%, for the three months ended March 31, 2022, compared to the same period in 2021.



Total adjusted net revenue as a percentage of revenue was 26% for the three
months ended March 31, 2022, and 2021, compared to 23% for the same period in
2021. The increase in total adjusted net revenue as a percentage of revenue was
attributed to the higher mix of RPO recruitment revenue to contracting revenue.

SG&A and Non-Op

                                                               Three Months Ended March 31,
                                                                                        2022             2021
                                                                          As          Constant                    Change in
$ in millions                                                          reported       currency                      amount       Change in %
Asia Pacific
SG&A and Non-Op                                                                      $    6.2          $  4.8          $     1.4                       30  %
SG&A and Non-Op as a percentage of revenue                                                 20  %           20  %                N/A                      N/A


For the three months ended March 31, 2022, SG&A and Non-Op increased $1.4 million, or 30%. The increase was primarily due to higher consultant staff costs.

Operating Income and EBITDA



                                                              Three Months Ended March 31,
                                                                                       2022             2021
                                                                         As          Constant                    Change in
$ in millions                                                         reported       currency                      amount       Change in %
Asia Pacific
Operating income                                                                    $    2.3          $  1.0          $     1.3                      127  %
EBITDA                                                                              $    2.0          $  0.7          $     1.3                      184  %
EBITDA as a percentage of revenue                                                          7  %            3  %                N/A                      N/A



  For the three months ended March 31, 2022, operating income was $2.3 million,
compared to operating income of $1.0 million for the same period in 2021. The
increase in operating income was principally due to the change in adjusted net
revenue, as described above.

For the three months ended March 31, 2022, EBITDA was $2.0 million, or 7% of revenue, compared to EBITDA of $0.7 million, or 3% of revenue, for the same period in 2021. The increase in EBITDA was principally due to the change in adjusted net revenue, as described above.

Europe (constant currency)

Revenue

                                                                  Three Months Ended March 31,
                                                                                            2022             2021
                                                                             As           Constant                    Change in
$ in millions                                                             reported        currency                      amount       Change in %
Europe
Revenue                                                                                 $     6.2          $  4.4          $     1.8                       40  %



  For the three months ended March 31, 2022, RPO recruitment revenue increased
$1.0 million, or 37%, while contracting revenue increased $0.7 million, or 44%,
compared to the same period in 2021.

                                     - 31 -

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Index


  In the U.K., for the three months ended March 31, 2022, revenue increased by
$2.0 million, or 53%. The change was driven by increases in RPO recruitment and
contracting revenue of $1.3 million and $0.7 million, respectively, reflecting
higher demand from existing clients and the implementation of new contract wins.

  In Continental Europe, total revenue was $0.4 million for the three months
ended March 31, 2022, a decrease of 39%, compared to $0.7 million for the same
period in 2021, due to lower demand from existing recruitment clients.

Adjusted net revenue

                                                              Three Months Ended March 31,
                                                                                       2022             2021
                                                                         As          Constant                    Change in
$ in millions                                                         reported       currency                      amount       Change in %
Europe
Adjusted net revenue                                                                $    3.7          $  2.7          $     1.0                       37  %
Adjusted net revenue as a percentage of revenue                                           59  %           60  %                N/A                      N/A


For the three months ended March 31, 2022, adjusted net revenue increased by $1.0 million, or 37%, driven by an increase in RPO recruitment adjusted net revenue of $1.0 million.



  In the U.K., total adjusted net revenue for the three months ended March 31,
2022 increased by $1.2 million, or 59%, compared to the same period in 2021. The
increase was driven by RPO recruitment adjusted net revenue, which also
increased by $1.2 million, or 60%.

  In Continental Europe, total adjusted net revenue was $0.4 million for the
three months ended March 31, 2022, a decrease of 37%, compared to $0.6 million
for the same period in 2021, due to lower demand at existing clients.

SG&A and Non-Op

                                                               Three Months Ended March 31,
                                                                                        2022             2021
                                                                          As          Constant                    Change in
$ in millions                                                          reported       currency                      amount       Change in %
Europe
SG&A and Non-Op                                                                      $    3.5          $  2.6          $     0.9                       35  %
SG&A and Non-Op as a percentage of revenue                                                 57  %           59  %                N/A                      N/A



  For the three months ended March 31, 2022, SG&A and Non-Op increased $0.9
million, or 35%, compared to for the same period in 2021. The increase in SG&A
and Non-Op was primarily due to higher consultant staff costs in the current
year.

For the three months ended March 31, 2022, SG&A and Non-Op as a percentage of
revenue was 57%, compared to 59% for the same period in 2021. The decrease in
SG&A and Non-Op as a percentage of revenue was primarily due to gains in
adjusted net revenue outpacing the increases in consultant staff costs noted
above.

Operating Income and EBITDA

                                                              Three Months Ended March 31,
                                                                                       2022             2021
                                                                         As          Constant                    Change in
$ in millions                                                         reported       currency                      amount       Change in %
Europe
Operating income                                                                    $    0.3          $  0.2          $     0.1                       35  %
EBITDA                                                                              $    0.1          $  0.1          $     0.1                      131  %
EBITDA as a percentage of revenue                                                          2  %            1  %                N/A                      N/A



                                     - 32 -

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Index



  For the three months ended March 31, 2022, operating income was $0.3 million,
compared to operating income of $0.2 million for the same period in 2021. The
increase was principally due to the gains in RPO recruitment revenue noted
above.

For the three months ended March 31, 2022, EBITDA was $0.1 million, or 2% of revenue, compared to EBITDA of $0.1 million, or 1% of revenue, for the same period in 2021.

The following are discussed in reported currency

Corporate Expenses, Net of Corporate Management Expense Allocations



  Corporate expenses were $0.7 million for the three months ended March 31,
2022, compared to $0.5 million for the three months ended March 31, 2021. The
increase was primarily due to higher staff costs and stock-based compensation
expense, partially offset by higher corporate allocations.

Depreciation and Amortization Expense



  Depreciation and amortization expense was $0.3 million for the three months
ended March 31, 2022, compared to $0.1 million for the same period in 2021. The
increase was driven by amortization expense associated with the acquisition of
Karani, LLC of $0.2 million for the three months ended March 31, 2022. (see Note
5 to the Condensed Consolidated Financial Statements in Part I, Item 1 of this
Form 10-Q)

Other income (expense), Net

Other expense of $0.0 million for the three months ended March 31, 2022 decreased slightly compared to other expense of $0.1 million for the same period in 2021.



Provision for Income Taxes

  The provision for income taxes for the three months ended March 31, 2022 was
$0.5 million on $3.6 million of pre-tax income, compared to a provision for
income tax of $0.2 million on $0.0 million of pre-tax loss for 2021. The
effective tax rates for the three months ended March 31, 2022 and 2021 were
positive 15% and negative 721%, respectively. For the three months ended
March 31, 2022, the effective tax rate differed from the U.S. Federal statutory
rate of 21% primarily due to changes in valuation allowances in the U.S. and
certain foreign jurisdictions, which reduces or eliminates the effective tax
rate on current year profits or losses, foreign tax rate differences, and
non-deductible expenses.

Net Income (Loss)



  Net income was $3.0 million for the three months ended March 31, 2022,
compared to net loss of $0.2 million for the three months ended March 31, 2021.
Basic and diluted earnings per share were $1.02 and $0.97 for the three months
ended March 31, 2022, respectively, compared to basic and diluted loss per share
of $0.07 for the same period in 2021.


Liquidity and Capital Resources



  As of March 31, 2022, cash and cash equivalents and restricted cash totaled
$19.5 million, compared to $22.1 million as of December 31, 2021. The following
table summarizes the Company's cash flow activities for the three months ended
March 31, 2022 and 2021:
                                     - 33 -

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  Index

                                                                For the Three Months Ended March 31,
$ in millions                                                       2022                      2021
Net cash used in operating activities                       $             (2.4)         $         (2.4)
Net cash used in investing activities                                     (0.1)                      -
Net cash used in financing activities                                     (0.2)                      -

Effect of exchange rates on cash, cash equivalents, and restricted cash

                                                        0.1                    (0.2)
Net decrease in cash, cash equivalents, and
restricted cash                                             $             (2.6)         $         (2.6)



Cash Flows from Operating Activities

For the three months ended March 31, 2022, net cash used in operating activities was $2.4 million, compared to $2.4 million of net cash used in operating activities in the first quarter of 2021, resulting in a slight decrease in net cash used. The decrease in net cash used resulted principally from higher net income, mostly offset by less favorable working capital comparisons to the prior year.

Cash Flows from Investing Activities

For the three months ended March 31, 2022, net cash used in investing activities was $0.1 million, compared to $0.0 million of net cash used in investing activities for the same period in 2021.

Cash Flows from Financing Activities

For the three months ended March 31, 2022, net cash used in financing activities was $0.2 million, compared to net cash used in financing activities of $0.0 million for the same period in 2021. The increase was driven by the impact of purchases of restricted stock from employees of $0.2 million.

Invoice Finance Credit Facility



  On April 8, 2019, the Company's Australian subsidiary ("Australian Borrower")
entered into an invoice finance credit facility agreement (the "NAB Facility
Agreement") with National Australia Bank Limited ("NAB"). The NAB Facility
Agreement provides the Australian Borrower with the ability to borrow funds
based on a percentage of eligible trade receivables up to a maximum of $4
million Australian dollars. No receivables have terms greater than 90 days, and
any risk of loss is retained by the Australian Borrower. The interest rate is
calculated as the variable receivable finance indicator rate, plus a margin of
1.60% per annum. Borrowings under this facility are secured by substantially all
of the assets of the Australian Borrower. The NAB Facility Agreement does not
have a stated maturity date and can be terminated by either the Australian
Borrower or NAB upon 90 days written notice. As of March 31, 2022, there were no
amounts outstanding under the NAB Facility Agreement. Interest expense and fees
incurred on the NAB Facility Agreement was $5 for each of the three months ended
March 31, 2022 and 2021. The Australian Borrower was in compliance with all
financial covenants under the NAB Facility Agreement as of December 31, 2021.

Liquidity Outlook



  As of March 31, 2022, the Company had cash and cash equivalents on hand of
$19.2 million. The Company also has the capability to borrow an additional 4
million Australian dollars under the NAB Facility Agreement. In addition, the
Company issued a promissory note of $2.0 million, in connection with the
acquisition of Karani, LLC. Other than as described above, the Company has no
financial guarantees, outstanding debt or other lease agreements or arrangements
that could trigger a requirement for an early payment or that could change the
value of our assets. The Company believes that it has sufficient liquidity to
satisfy its needs through at least the next 12 months, based on the Company's
financial position as of March 31, 2022. The Company's near-term cash
requirements during 2022 are primarily related to the funding of the Company's
operations. For the full year 2022, the Company expects to make capital
expenditures of less than $1.0 million.

  As of March 31, 2022, $6.2 million of the Company's cash and cash equivalents
noted above were held in the U.S. and the remainder were held outside the U.S.,
primarily in Australia ($6.4 million), Hong Kong ($2.1 million), the U.K.
($1.1 million), China ($0.8 million), India ($0.6 million), Singapore
($0.5 million), Switzerland ($0.4 million), Belgium
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($0.3 million), and the Philippines ($0.3 million). The majority of the Company's offshore cash is available to it as a source of funds, net of any tax obligations or assessments.

Off-Balance Sheet Arrangements



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

Contingencies



  From time to time in the ordinary course of business, the Company is subject
to compliance audits by U.S. federal, state, local, and foreign government
regulatory, tax, and other authorities relating to a variety of regulations,
including wage and hour laws, unemployment taxes, workers' compensation,
immigration, and income, value-added, and sales taxes. The Company is also
subject to, from time to time in the ordinary course of business, various
claims, lawsuits, and other complaints from, for example, clients, candidates,
suppliers, landlords for both leased and subleased properties, former and
current employees, and regulators or tax authorities. Periodic events and
management actions such as business reorganization initiatives can change the
number and types of audits, claims, lawsuits, contract disputes, or complaints
asserted against the Company. Such events can also change the likelihood of
assertion and the behavior of third parties to reach resolution regarding such
matters.

  The economic conditions in the recent past have given rise to many news
reports and bulletins from clients, tax authorities, and other parties about
changes in their procedures for audits, payment, plans to challenge existing
contracts, and other such matters aimed at being more aggressive in the
resolution of such matters in their own favor. The Company believes that it has
appropriate procedures in place for identifying and communicating any matters of
this type, whether asserted or likely to be asserted, and it evaluates its
liabilities in light of the prevailing circumstances. Changes in the behavior of
third parties could cause the Company to change its view of the likelihood of a
claim and what might constitute a trend. Employment laws vary in the markets in
which we operate, and in some cases, employees and former employees have
extended periods during which they may bring claims against the Company.

  For matters that reach the threshold of probable and estimable, the Company
establishes reserves for legal, regulatory, and other contingent liabilities.
The Company did not have any reserves as of March 31, 2022 or December 31, 2021.
Although the outcome of these matters cannot be determined, the Company believes
that none of the currently pending matters, individually or in the aggregate,
will have a material adverse effect on the Company's financial condition,
results of operations or liquidity.

Recent Accounting Pronouncements

See Note 3 to the Condensed Consolidated Financial Statements in Part I, Item 1 of this Form 10-Q for a full description of relevant recent accounting pronouncements, including the respective expected dates of adoption.

Critical Accounting Policies & Estimates



  See "Critical Accounting Policies & Estimates" under Item 7 of the Company's
Annual Report on Form 10-K for the fiscal year ended December 31, 2021 filed
with the SEC on March 11, 2022 and incorporated by reference herein. There were
no changes to the Company's critical accounting policies during the three months
ended March 31, 2022.

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FORWARD-LOOKING STATEMENTS



  This Form 10-Q contains statements that the Company believes to be
"forward-looking statements" within the meaning of Section 27A of the Securities
Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, as
amended, and the Private Securities Litigation Reform Act of 1995. All
statements other than statements of historical fact included in this Form 10-Q,
including statements regarding the Company's future financial condition, results
of operations, business operations and business prospects, are forward-looking
statements. Words such as "anticipate," "estimate," "expect," "project,"
"intend," "plan," "predict," "believe," and similar words, expressions, and
variations of these words and expressions are intended to identify
forward-looking statements. All forward-looking statements are subject to
important factors, risks, uncertainties, and assumptions, including industry and
economic conditions that could cause actual results to differ materially from
those described in the forward-looking statements. Such factors, risks,
uncertainties, and assumptions include, but are not limited to, (1) global
economic fluctuations, (2) the adverse impacts of the coronavirus, or COVID-19
pandemic, (3) the Company's ability to successfully achieve its strategic
initiatives, (4) risks related to potential acquisitions or dispositions of
businesses by the Company, (5) the Company's ability to operate successfully as
a company focused on its RPO business, (6) risks related to fluctuations in the
Company's operating results from quarter to quarter, (7) the loss of or material
reduction in our business with any of the Company's largest customers, (8) the
ability of clients to terminate their relationship with the Company at any time,
(9) competition in the Company's markets, (10) the negative cash flows and
operating losses that may recur in the future, (11) risks relating to how future
credit facilities may affect or restrict our operating flexibility, (12) risks
associated with the Company's investment strategy, (13) risks related to
international operations, including foreign currency fluctuations, political
events, natural disasters or health crises, including the ongoing COVID-19
pandemic, (14) the Company's dependence on key management personnel, (15) the
Company's ability to attract and retain highly skilled professionals,
management, and advisors, (16) the Company's ability to collect accounts
receivable, (17) the Company's ability to maintain costs at an acceptable level,
(18) the Company's heavy reliance on information systems and the impact of
potentially losing or failing to develop technology, (19) risks related to
providing uninterrupted service to clients, (20) 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, (21) the
Company's ability to utilize net operating loss carry-forwards, (22) volatility
of the Company's stock price, (23) the impact of government regulations, (24)
restrictions imposed by blocking arrangements, and (25) those risks set forth in
"Risk Factors in the Company's Annual Report on From 10-K for the year ended
December 31, 2021." The foregoing list should not be construed to be exhaustive.
Actual results could differ materially from the forward-looking statements
contained in this Form 10-Q. In view of these uncertainties, you should not
place undue reliance on any forward-looking statements, which are based on our
current expectations. These forward-looking statements speak only as of the date
of this Form 10-Q. The Company assumes no obligation, and expressly disclaims
any obligation, to update any forward-looking statements, whether as a result of
new information, future events or otherwise.


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