SALES AGREEMENT SALES AGREEMENT

12 Months Ended

Dec. 31, 2017

Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]

Mergers, Acquisitions and Dispositions Disclosures [Text Block]

DIVESTITURES

Hudson Information Technology (US) business (the "US IT business")

On June 15, 2015, the Company completed the sale (the "US IT Business Sale") of substantially all of the assets (excluding working capital) of its US IT business to Mastech, Inc. (the "Purchaser"). The completion of the US IT Business Sale was effective June 14, 2015. The US IT Business Sale was pursuant to an Asset Purchase Agreement, dated as of May 8, 2015, by and among the Company, Hudson Global Resources Management, Inc., a wholly owned subsidiary of the Company, and the Purchaser. At the closing of the Sale, the Company received from the Purchaser pursuant to the Asset Purchase Agreement the purchase price of $16,977 in cash. The US IT business pre-tax loss in accordance with ASC No. 205 "Reporting Discontinued Operations" ("ASC 205") for the year ended December 31, 2015 was $130.

On the US IT Business Sale, for the year ended December 31, 2015, the Company recognized a pre-tax gain of $15,918, net of closing and other direct transaction costs. Income tax on the gain of the US IT business sale was $11. For U.S. Federal income tax purposes, the gain is offset in full by net operating loss carryforwards. For state and local income tax purposes, the gain is mostly offset by net operating loss carryforwards. As the divestiture did not meet the requirements for classification as discontinued operations, the gain on sale is presented as a component of income (loss) from operations.

Netherlands business

On May 7, 2015, the Company entered into a Share Purchase Agreement and completed the sale (the "Netherlands Business Sale") of its Netherlands business, to InterBalance Group B.V., effective April 30, 2015, in a management buyout for $9,029, which included cash retained of $1,135. As a result, for the year ended December 31, 2015 the Company recognized a gain of $2,841 on the divestiture of the Netherlands Business Sale, which included $2,799 of non-cash accumulated foreign currency translation losses. Income tax on the gain was $0 because the gain is exempt from Netherlands tax. As the divestiture did not meet the requirements for classification as discontinued operations, the gain on sale is presented as a component of income (loss) from operations. The Netherlands pre-tax profit in accordance with ASC 205 for the year ended December 31, 2015 was $373.

Exit of Businesses in Central and Eastern Europe

In February 2015, the Company's Board of Directors approved the exit of operations in certain countries within Central and Eastern Europe (Ukraine, Czech Republic and Slovakia). During the second quarter of 2015, the Company deemed the liquidation of its Central and Eastern Europe businesses to be substantially complete. In accordance with ASC 830, "Foreign Currency Matters," ("ASC 830") for the year ended December 31, 2015 the Company transferred $1,208 of accumulated foreign currency translation gains from accumulated other comprehensive income to the statement of operations within gain on sale and exit of businesses.

Luxembourg

In March 2015, the Company's management approved the exit of operations in Luxembourg. In the third quarter of 2015, the Company deemed the liquidation of its Luxembourg business to be substantially complete. In accordance with ASC 830, for the year ended December 31, 2015, the Company transferred $132 of accumulated foreign currency translation losses from accumulated other comprehensive income to the statement of operations within gain on sale and exit of businesses.

Hudson Recruitment and Talent Management [Member]

Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]

Mergers, Acquisitions and Dispositions Disclosures [Text Block]

SALES AGREEMENTS

On December 17, 2017, the Company entered into three agreements with three different buyers relating to the sale of the Company’s Recruitment and Talent Management businesses ("planned divestitures"). The sales, taken together, constitutes a sale of substantially all of the Company’s assets under the Delaware General Corporation Law, and, as such, the Company is seeking stockholder approval of the sale of substantially all of the Company’s assets pursuant to the agreements. The closing of each planned divestiture will be contingent upon the closing of each other planned divestiture.

As of December 31, 2017, the Company concluded that the planned divestitures did not meet the criteria for assets held for sale - discontinued operations set forth in ASC No. 205-20,"Presentation of Financial Statements," as stockholder approval is required prior to closing of the planned divestitures. The Company continues to classify these businesses in its continuing operations for all periods presented.

Europe Sale Agreement

The Europe sale agreement relates to the sale of the Company's European operations and is dated as of December 17, 2017 and was amended on January 25, 2018. This transaction excludes the Company's operations in Belgium and RPO business in Europe.

Under the terms of the Europe sale agreement, Morgan Philips Group S.A. ("Europe Purchaser") will make a cash payment at closing of the Europe purchase price, which is $10,500 and subject to the following adjustments. At closing, the $10,500 amount will be adjusted by adding the amount of the closing cash balance of the Company's Europe subsidiaries (excluding Belgium) (the "Europe Subsidiaries"), subtracting the amount of the closing debt balance of the Europe Subsidiaries and adding the amount of the difference (which may be positive or negative) between the closing working capital (effectively the current assets minus the current liabilities but excluding cash and debt) and the trailing twelve month average of the working capital of the Europe Subsidiaries.

Belgium Sale Agreement

The Belgium sale agreement relates to the sale of the Company's Belgium operations and is dated as of December 17, 2017 and was amended on January 25, 2018. Value Plus NV ("Belgium Purchaser") is led by Hudson's current Belgium operations chief executive officer Ivan De Witte and a management buyout team. This transaction, excludes the Company's RPO business in Belgium.

Under the terms of the Belgium sale agreement, Belgium Purchaser will make a cash payment at closing of the Belgium purchase price, which is $28,250 minus the items listed below from December 31, 2016 through the closing date.

• The declaration or payment of any dividend or other distribution of profits, reverses or assets to, or reduction of share capital or redemption or purchase of any shares from the Non-Belgium Hudson Group.

• The payment of any management, monitoring, service or other stockholder or director’s fees (excluding recurring information technology allocations) to Belgium Sellers.

• The payment of any costs by any of Belgium Purchaser or the Belgium Subsidiary to Hudson in connection with Hudson’s incentive stock and awards plan, whether payable before or after closing.

• Any taxation, interest or penalties paid or becoming payable as a consequence of any of the foregoing.

• Any agreement or arrangement made or entered into by the Belgium Group Companies to do or give effect to any matter referred to in the first two bullet points.

APAC Sale Agreement

The APAC sale agreement relates to the sale of the Company's APAC operations and is dated as of December 17, 2017 and was amended on January 25, 2018. Apache Group Holdings Pty Limited ("APAC Purchaser") is led by Hudson's current Asia Pacific chief executive officer Mark Steyn and a management buyout team. This transaction excludes the Company's RPO business in the APAC region.

Under the terms of the APAC sale agreement, APAC Purchaser will make a cash payment at closing of the APAC purchase price, which is $7,500, subject to a reduction described in the following sentence. The $7,500 base purchase price will be reduced to account for the aggregate of all dividends, distributions and management fees paid by an APAC Subsidiary to APAC Sellers from July 18, 2017 through the closing date, other than (1) management fees that are invoiced but unpaid as of July 31, 2017 and (2) any dividend or distribution of the proceeds from and on closing of the transfer of the RPO Business held by an APAC Subsidiary.

The sales, taken together, constitute a sale of substantially all of the Company’s assets under the Delaware General Corporation Law, and, as such, the Company is seeking stockholder approval of the sale of substantially all of the Company’s assets pursuant to the agreements. Subject to receipt of stockholder approval and satisfaction of other customary closing conditions, the Company expects to close the transactions at the end of March 2018.