UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


 
Form 8-K
 

 
CURRENT REPORT
 
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
 
Date of Report (Date of earliest event reported): October 27, 2010
 

 
Hudson Highland Group, Inc.
(Exact name of registrant as specified in its charter)


 
Delaware
(State or other jurisdiction of incorporation)
 
000-50129
 
59-3547281
(Commission File Number)
 
(IRS Employer Identification No.)
 
560 Lexington Avenue
New York, NY 10022
(Address of Principal Executive Offices)
 
Registrant’s telephone number, including area code (212) 351-7300
 

 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
¨
Written communications pursuant to Rule 425 under the Securities Act (16 CFR 230.425)
 
¨
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (16 CFR 240.14a-12)
 
¨
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (16 CFR 240.14d-2(b))
 
¨
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (16 CFR 240.13e-4(c)

 
 

 

ITEM 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION.
 
On October 27, 2010, Hudson Highland Group, Inc. issued a press release announcing its financial results for the three and nine months ended September 30, 2010. A copy of such press release is furnished as Exhibit 99.1 to this Current Report.
 
Also on October 27, 2010, Hudson Highland Group, Inc. posted on its web site a Letter to Shareholders, Employees and Friends, which discusses results for the three months ended September 30, 2010. A copy of such letter is furnished as Exhibit 99.2 to this Current Report.
 
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
 
(a) Financial Statements.
 
None.
 
(b) Pro Forma Financial Information.
 
None.
 
(c) Shell Company Transactions
 
None.
 
(d) Exhibits

 
99.1
Press Release of Hudson Highland Group, Inc. issued on October 27, 2010.

 
99.2
Letter to Shareholders, Employees and Friends issued on October 27, 2010 and posted to Company’s website.

 
2

 

SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
HUDSON HIGHLAND GROUP, INC.
(Registrant)
     
 
By: 
/s/ Mary Jane Raymond
   
Mary Jane Raymond
   
Executive Vice President and Chief
Financial Officer
     
   
Dated: October 27, 2010

 
3

 

Hudson Highland Group, Inc.
Current Report on Form 8-K
 
Exhibit Index

Exhibit
Number
 
Description
99.1
 
Press Release of Hudson Highland Group, Inc. issued on October 27, 2010.
     
99.2
 
Letter to Shareholders, Employees and Friends issued on October 27, 2010 and posted to Company’s website.

 
 

 
 

Exhibit 99.1


For Immediate Release
Contact:
David F. Kirby
   
Hudson Highland Group
   
212-351-7216
   
david.kirby@hudson.com

Hudson Highland Group Reports
2010 Third Quarter Financial Results

NEW YORK, NY – October 27, 2010 – Hudson Highland Group, Inc. (Nasdaq: HHGP), one of the world’s leading providers of permanent recruitment, contract professionals and talent management solutions, today announced financial results for the third quarter ended September 30, 2010.

2010 Third Quarter Summary

 
·
Revenue of $200.4 million, an increase of 18.1 percent over the third quarter of 2009, and an increase of 2.8 percent from the second quarter of 2010

 
·
Gross margin of $75.0 million, or 37.4 percent of revenue, up 16.8 percent from the same period last year, and an increase of 1.0 percent from the second quarter of 2010

 
·
EBITDA* of $1.2 million, or 0.6 percent of revenue, improved from an EBITDA loss of $6.0 million for the third quarter of 2009, which included $2.9 million of restructuring charges

 
·
Net loss of $1.9 million, or $0.06 per basic and diluted share, compared with net loss of $6.9 million, or $0.26 per basic and diluted share, for the third quarter of 2009

* EBITDA is defined in the segment tables at the end of this release and includes other non-operating income.

“Hudson achieved year-over-year revenue and gross margin growth in all four of our core regions globally during the third quarter, led by strength in permanent recruitment in Australia, the U.K. and Asia,” said Jon Chait, Hudson Highland Group’s chairman and chief executive officer. “Our underlying operational trends remained positive in the third quarter, despite the negative seasonal impact.”

 
 

 

“We continue to take disciplined actions and make certain key investments to position the company for growth,” said Mary Jane Raymond, the company’s executive vice president and chief financial officer. “The improvements to our capital structure in 2010 will help the company achieve its long-term objectives.”

Regional Results

Regional results in constant currency were as follows:

 
·
Europe gross margin was up 19 percent, led by 38 percent growth in the U.K., compared with third quarter 2009. Sequentially, Europe gross margin was down 9 percent compared with second quarter 2010.

 
·
Australia/New Zealand (ANZ) gross margin was up 19 percent compared with third quarter 2009, led by an increase of 63 percent in permanent recruitment. Sequentially, ANZ gross margin was up 7 percent compared with second quarter 2010.

 
·
Asia gross margin was up 29 percent compared with third quarter 2009 and up 9 percent compared with second quarter 2010.

 
·
North America gross margin was up slightly compared with third quarter 2009 and down 7 percent compared with second quarter 2010, delivering positive EBITDA for the first time this year.

Liquidity and Capital Resources

During the third quarter, the company signed two new revolving credit facilities, including a $40 million facility with RBS secured by receivables in the U.S. and the U.K., and an AUD$15 million facility ($14.5 million) with Commonwealth Bank of Australia (CBA) secured by receivables in Australia.  The combination of these new credit facilities increased the company’s availability by over $10 million.

The company ended the third quarter of 2010 with $34.2 million in cash, and had breakeven cash flow from operations.  During the quarter, the company made its final earn-out payment to Tony Keith Associates in China and recorded costs associated with the new credit facilities. The company ended the quarter with $13.9 million in borrowings under all credit facilities.

Availability under the new RBS and CBA agreements at the end of the third quarter totaled $26.9 million. Availability under other local country facilities is $5.8 million for a total availability of $32.8 million.

The company incurred termination costs related to the prior credit facility of approximately $0.9 million, consisting of $0.6 million for early termination and $0.3 million for unamortized costs.  The latter is recorded in interest expense.

 
 

 

Guidance

The company currently expects fourth quarter 2010 revenue of $210 - $220 million and EBITDA of $3 - $5 million at prevailing exchange rates.  This compares with revenue of $182.5 million and an EBITDA loss of $5.0 million in the fourth quarter of 2009.

Additional Information

Additional information about the company’s quarterly results can be found in the shareholder letter and the quarterly earnings slides in the investor information section of the company’s Web site at www.hudson.com.

Conference Call/Webcast

Hudson Highland Group will conduct a conference call Thursday, October 28, 2010 at 10:00 a.m. ET to discuss this announcement. Individuals wishing to listen can access the Web cast on the investor information section of the company's Web site at www.hudson.com.

The archived call will be available on the investor information section of the company's Web site at www.hudson.com.

About Hudson Highland Group

Hudson Highland Group, Inc. is a leading provider of permanent recruitment, contract professionals and talent management services worldwide. From single placements to total outsourced solutions, Hudson helps clients achieve greater organizational performance by assessing, recruiting, developing and engaging the best and brightest people for their businesses. The company employs more than 2,000 professionals serving clients and candidates in approximately 20 countries. More information is available at www.hudson.com.

Safe Harbor Statement

This press release contains statements that the company believes to be "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact included in this press release, including statements regarding the company’s future financial condition, results of operations, business operations and business prospects, are forward-looking statements. Words such as “anticipate,” “estimate,” “expect,” “project,” “intend,” “plan,” “predict,” “believe” and similar words, expressions and variations of these words and expressions are intended to identify forward-looking statements. All forward-looking statements are subject to important factors, risks, uncertainties and assumptions, including industry and economic conditions’ that could cause actual results to differ materially from those described in the forward-looking statements. Such factors, risks, uncertainties and assumptions include, but are not limited to, global economic fluctuations; the ability of clients to terminate their relationship with the company at any time; risks in collecting the company’s accounts receivable; the company’s history of negative cash flows and operating losses may continue; the company’s limited borrowing availability under its credit facilities, which may negatively impact its liquidity; restrictions on the company’s operating flexibility due to the terms of its credit facility; risks related to fluctuations in the company’s operating results from quarter to quarter; risks related to international operations, including foreign currency fluctuations; risks associated with the company’s investment strategy; risks and financial impact associated with dispositions of underperforming assets; implementation of the company’s cost reduction initiatives effectively; the company’s heavy reliance on information systems and the impact of potentially losing or failing to develop technology; competition in the company’s markets; the company’s exposure to employment-related claims from both clients and employers and limits on related insurance coverage; the company’s dependence on key management personnel; the company’s ability to attract and retain highly skilled professionals; volatility of the company’s stock price; the impact of government regulations; and restrictions imposed by blocking arrangements. Additional information concerning these and other factors is contained in the company's filings with the Securities and Exchange Commission. These forward-looking statements speak only as of the date of this document. The company assumes no obligation, and expressly disclaims any obligation, to update any forward-looking statements, whether as a result of new information, future events or otherwise.

###
Financial Tables Follow

 
 

 

HUDSON HIGHLAND GROUP, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except share and per share amounts)
(unaudited)

   
Three Months Ended
   
Nine Months Ended
 
   
September 30,
   
September 30,
 
   
2010
   
2009
   
2010
   
2009
 
                         
Revenue
  $ 200,394     $ 169,647     $ 575,481     $ 508,645  
Direct costs
    125,403       105,457       359,833       317,567  
Gross margin
    74,991       64,190       215,648       191,078  
Operating expenses:
                               
Selling, general and administrative expenses
    74,378       67,412       214,121       208,442  
Depreciation and amortization
    1,981       2,741       6,453       9,369  
Business reorganization and integration expenses
    41       2,878       705       12,279  
Goodwill and other impairment charges
    -       -       -       1,549  
Total operating expenses
    76,400       73,031       221,279       231,639  
Operating loss
    (1,409 )     (8,841 )     (5,631 )     (40,561 )
Other (expense) income:
                               
Interest, net
    (497 )     (96 )     (972 )     (469 )
Other, net
    1,184       99       2,687       773  
Fee for early extinguishment of credit facility
    (563 )     -       (563 )     -  
Loss from continuing operations before provision for income taxes
    (1,285 )     (8,838 )     (4,479 )     (40,257 )
Provision for (benefit from) income taxes
    599       (1,215 )     1,366       (2,300 )
Loss from continuing operations
    (1,884 )     (7,623 )     (5,845 )     (37,957 )
(Loss) income from discontinued operations, net of income taxes
    (14 )     770       (31 )     7,773  
Net loss
  $ (1,898 )   $ (6,853 )   $ (5,876 )   $ (30,184 )
Basic earnings (loss) per share:
                               
Loss from continuing operations
  $ (0.06 )   $ (0.29 )   $ (0.20 )   $ (1.47 )
(Loss) income from discontinued operations
    (0.00 )     0.03       (0.00 )     0.30  
Net loss
  $ (0.06 )   $ (0.26 )   $ (0.20 )   $ (1.17 )
                                 
Diluted earnings (loss) per share:
                               
Income (loss) from continuing operations
  $ (0.06 )   $ (0.29 )   $ (0.20 )   $ (1.47 )
Income (loss) from discontinued operations
    -       0.03       (0.00 )     0.30  
Net income (loss)
  $ (0.06 )   $ (0.26 )   $ (0.20 )   $ (1.17 )
                                 
Weighted average shares outstanding:
                               
Basic
    31,225       26,311       29,493       25,744  
Diluted
    31,225       26,311       29,493       25,744  
 


 
 

 
 

HUDSON HIGHLAND GROUP, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except per share amounts)
(unaudited)

   
September 30,
   
December 31,
 
   
2010
   
2009
 
ASSETS
           
Current assets:
           
Cash and cash equivalents
  $ 34,174     $ 36,064  
Accounts receivable, net
    129,116       98,994  
Prepaid and other
    17,463       13,308  
Total current assets
    180,753       148,366  
Property and equipment, net
    15,360       19,433  
Other assets
    17,975       14,145  
Total assets
  $ 214,088     $ 181,944  
                 
LIABILITIES AND STOCKHOLDERS’ EQUITY
               
Current liabilities:
               
Accounts payable
  $ 13,567     $ 12,811  
Accrued expenses and other current liabilities
    75,000       54,103  
Short-term borrowings
    13,871       10,456  
Accrued business reorganization expenses
    2,398       8,784  
Total current liabilities
    104,836       86,154  
Other non-current liabilities
    9,260       10,768  
Income tax payable, non-current
    8,476       8,415  
Accrued business reorganization expenses, non-current
    627       347  
Total liabilities
    123,199       105,684  
Stockholders’ equity:
               
Preferred stock, $0.001 par value, 10,000 shares authorized; none issued or outstanding
    -       -  
Common stock, $0.001 par value, 100,000 shares authorized; issued 32,214 and 26,836 shares, respectively
    32       27  
Additional paid-in capital
    466,178       445,541  
Accumulated deficit
    (409,390 )     (403,514 )
Accumulated other comprehensive income—translation adjustments
    34,107       34,509  
Treasury stock, 9 and 114 shares, respectively, at cost
    (38 )     (303 )
Total stockholders’ equity
    90,889       76,260  
Total liabilities and stockholders' equity
  $ 214,088     $ 181,944  


 
 

 
 

HUDSON HIGHLAND GROUP, INC.
SEGMENT ANALYSIS - QUARTER TO DATE
(in thousands)
(unaudited)

For The Three Month Ended September 30, 2010  
Hudson 
Americas
   
Hudson
Europe
   
Hudson ANZ
   
Hudson Asia
   
Corporate
   
Total
 
Revenue, from external customers
  $ 37,839     $ 80,503     $ 72,974     $ 9,078     $ -     $ 200,394  
Gross margin, from external customers
  $ 9,311     $ 32,647     $ 24,259     $ 8,774     $ -     $ 74,991  
Business reorganization and integration expenses (recovery)
  $ 41     $ -     $ -     $ -     $ -     $ 41  
Non-operating expense (income), including corporate administration charges
    (407 )     3,088       1,433       478       (5,213 )     (621 )
EBITDA (Loss) (1)
  $ 532     $ (2,128 )   $ 1,376     $ 1,169     $ 244     $ 1,193  
Depreciation and amortization expenses
                                            1,981  
Interest expense, net
                                            497  
Provision for income taxes
                                            599  
Loss (income) from discontinued operations, net of taxes
                                            14  
Net income
                                          $ (1,898 )
                                                 
For The Three Month Ended September 30, 2009
 
Hudson
Americas
   
Hudson
Europe
   
Hudson ANZ
   
Hudson Asia
   
Corporate
   
Total
 
Revenue, from external customers
  $ 35,705     $ 67,898     $ 59,026     $ 7,018     $ -     $ 169,647  
Gross margin, from external customers
  $ 9,258     $ 29,571     $ 18,754     $ 6,607     $ -     $ 64,190  
Business reorganization and integration expenses (recovery)
  $ 592     $ 1,881     $ 405     $ -     $ -     $ 2,878  
Non-operating expense (income), including corporate administration charges
    569       554       (12 )     70       (1,280 )     (99 )
EBITDA (Loss) (1)
    (2,795 )     (2,406 )     1,156       961       (2,917 )     (6,001 )
Depreciation and amortization expenses
                                            2,741  
Interest expense, net
                                            96  
Provision for income taxes
                                            (1,215 )
Loss (income) from discontinued operations, net of taxes
                                            (770 )
Net loss
                                          $ (6,853 )
                                                 
For the Three Months Ended December 31, 2009
 
Hudson
Americas
   
Hudson
Europe
   
Hudson ANZ
   
Hudson Asia
   
Corporate
   
Total
 
Revenue, from external customers
  $ 39,010     $ 74,503     $ 61,494     $ 7,497     $ -     $ 182,504  
Gross margin, from external customers
  $ 10,220     $ 33,005     $ 18,971     $ 7,179     $ -     $ 69,375  
Business reorganization and integration expenses (recovery)
  $ 1,794     $ 3,135     $ 849     $ -     $ 123     $ 5,901  
Non-operating expense (income), including corporate administration charges
    (936 )     91       177       (22 )     19       (671 )
EBITDA (Loss) (1)
  $ (1,162 )   $ (1,552 )   $ (494 )   $ 1,167     $ (3,006 )   $ (5,047 )
Depreciation and amortization expenses
                                            3,175  
Interest expense, net
                                            224  
Benefit from income taxes
                                            (3,450 )
Loss (income) from discontinued operations, net of taxes
                                            5,429  
Net loss
                                          $ (10,425 )
 


(1)
Non-GAAP earnings before interest, income taxes, and depreciation and amortization (“EBITDA”) are presented to provide additional information about the company’s operations on a basis consistent with the measures which the company uses to manage its operations and evaluate its performance. Management also uses these measurements to evaluate capital needs and working capital requirements. EBITDA should not be considered in isolation or as a substitute for operating income, cash flows from operating activities, and other income or cash flow statement data prepared in accordance with generally accepted accounting principles or as a measure of the company’s profitability or liquidity. Furthermore, EBITDA as presented above may not be comparable with similarly titled measures reported by other companies.

(2)
Prior year revenue has been reclassed to conform to current year presentation.

 
 

 
 

HUDSON HIGHLAND GROUP, INC.
SEGMENT ANALYSIS - YEAR TO DATE
(in thousands)
(unaudited)

For The Nine Months Ended September 30, 2010   
Hudson 
Americas
   
Hudson 
Europe
   
Hudson ANZ
   
Hudson Asia
   
Corporate
   
Total
 
Revenue, from external customers
  $ 118,165     $ 237,875     $ 195,045     $ 24,396     $ -     $ 575,481  
Gross margin, from external customers  
  $ 28,643     $ 99,722     $ 63,758     $ 23,525     $ -     $ 215,648  
Business reorganization and integration expenses (recovery)
  $ 285     $ 536     $ (116 )   $ -     $ -     $ 705  
Non-operating expense (income), including corporate administration charges
    (523 )     5,414       3,030       704       (11,312 )     (2,687 )
EBITDA (Loss) (1)
  $ (699 )   $ 771     $ 2,994     $ 3,076     $ (3,196 )   $ 2,946  
Depreciation and amortization expenses  
                                            6,453  
Interest expense, net
                                            972  
Provision for income taxes  
                                            1,366  
Loss (income) from discontinued operations, net of taxes
                                            31  
Net loss  
                                          $ (5,876 )
                                                 
For The Nine Months Ended September 30, 2009
 
Hudson
Americas
   
Hudson
Europe
   
Hudson ANZ
   
Hudson Asia
   
Corporate
   
Total
 
Revenue, from external customers  
  $ 122,861     $ 202,473     $ 165,675     $ 17,636     $ -     $ 508,645  
Gross margin, from external customers
  $ 30,741     $ 91,155     $ 52,718     $ 16,464     $ -     $ 191,078  
Business reorganization and integration expenses (recovery)  
  $ 3,339     $ 6,547     $ 2,281     $ 98     $ 14     $ 12,279  
Non-operating expense (income), including corporate administration charges
    1,705       1,437       (83 )     (151 )     (3,681 )     (773 )
EBITDA (Loss) (1)  
    (10,187 )     (8,236 )     221       (1,717 )     (10,500 )     (30,419 )
Depreciation and amortization expenses
                                            9,369  
Interest expense, net   
                                            469  
Benefit from income taxes
                                            (2,300 )
Loss (income) from discontinued operations, net of taxes  
                                            (7,773 )
Net loss
                                          $ (30,184 )
 


(1)
Non-GAAP earnings before interest, income taxes, and depreciation and amortization (“EBITDA”) are presented to provide additional information about the company’s operations on a basis consistent with the measures which the company uses to manage its operations and evaluate its performance. Management also uses these measurements to evaluate capital needs and working capital requirements. EBITDA should not be considered in isolation or as a substitute for operating income, cash flows from operating activities, and other income or cash flow statement data prepared in accordance with generally accepted accounting principles or as a measure of the company’s profitability or liquidity. Furthermore, EBITDA as presented above may not be comparable with similarly titled measures reported by other companies.

(2)
Prior year revenue has been reclassed to conform to current year presentation.

 
 

 
 

HUDSON HIGHLAND GROUP, INC.
Reconciliation For Constant Currency
(in thousands)
(unaudited)

The company defines the term “constant currency” to mean that financial data for a period are translated into U.S. Dollars using the same foreign currency exchange rates that were used to translate monthly financial data for the previously reported period. The company uses constant currency to depict the current period results at the exchange rates of the prior period. Changes in revenues, direct costs, gross margin and selling, general and administrative expenses include the effect of changes in foreign currency exchange rates. Variance analysis usually describes period-to-period variances that are calculated using constant currency as a percentage. The company’s management reviews and analyzes business results in constant currency and believes these results better represent the company’s underlying business trends.

The company believes that these calculations are a useful measure, indicating the actual change in operations. Earnings from subsidiaries are rarely repatriated to the United States, and there are no significant gains or losses on foreign currency transactions between subsidiaries. Therefore, changes in foreign currency exchange rates generally impact only reported earnings and not the company’s economic condition.
 
     
2010
   
2009
 
           
Currency
   
Constant
       
     
As Reported
   
Translation
   
Currency
   
As Reported
 
Revenue:
                         
 
Hudson Americas
  $ 37,839     $ (15 )   $ 37,824     $ 35,705  
 
Hudson Europe
    80,503       5,580       86,083       67,898  
 
Hudson ANZ
    72,974       (5,843 )     67,131       59,026  
 
Hudson Asia
    9,078       (281 )     8,797       7,018  
 
Total
    200,394       (559 )     199,835       169,647  
Direct costs:
                               
 
Hudson Americas
    28,528       -       28,528       26,447  
 
Hudson Europe
    47,856       3,144       51,000       38,327  
 
Hudson ANZ
    48,715       (3,901 )     44,814       40,272  
 
Hudson Asia
    304       (14 )     290       411  
 
Total
    125,403       (771 )     124,632       105,457  
Gross margin:
                               
 
Hudson Americas
    9,311       (15 )     9,296       9,258  
 
Hudson Europe
    32,647       2,436       35,083       29,571  
 
Hudson ANZ
    24,259       (1,942 )     22,317       18,754  
 
Hudson Asia
    8,774       (267 )     8,507       6,607  
 
Total
  $ 74,991     $ 212     $ 75,203     $ 64,190  
Selling, general and administrative (1)
                               
 
Hudson Americas
  $ 9,572     $ (17 )   $ 9,555     $ 11,935  
 
Hudson Europe
    32,473       2,435       34,908       30,456  
 
Hudson ANZ
    22,083       (1,789 )     20,294       17,775  
 
Hudson Asia
    7,224       (201 )     7,023       5,747  
 
Corporate
    5,007       -       5,007       4,240  
 
Total
  $ 76,359     $ 428     $ 76,787     $ 70,153  
 


(1)
Selling, general and administrative expenses include depreciation and amortization expenses.

 
 

 
 

Exhibit 99.2


October 27, 2010

To: Shareholders, Employees and Friends

Hudson Highland Group 2010 Third Quarter Financial Results

Market/Economic Observations

In the first half of 2010, we saw macroeconomic improvements in most of our key markets. Some businesses benefitted more than others, depending on their relative strengths and exposure to the growth sectors in their markets. Permanent placement has led this recovery, and our local management teams capitalized on these conditions to contribute significant improvements to company results.

During the third quarter of 2010, we saw most of the underlying growth trends of the first half of the year continue, though at a moderated rate. Permanent recruitment remained strong, led by Australia/New Zealand (ANZ), the U.K. and Asia. Temporary contracting growth was also strong in the U.K. However, many of our other temporary contracting businesses have yet to experience a robust recovery, including those in North America and ANZ. In continental Europe, stronger permanent placement in Belgium and France helped offset the typical seasonal softness, the reduction in public sector spending and the lack of economic recovery in the Netherlands. Yet, despite these mixed factors, all four of our reporting segments delivered revenue and gross margin growth compared with the prior year period in the third quarter.

Consolidated revenue was $200 million, representing 18 percent constant currency growth compared with the third quarter of 2009. This compares with 9 percent year-over-year growth in the second quarter of 2010. Sequentially, revenue increased slightly compared with the second quarter, which is unusual given the typical seasonal decline during the summer months in Europe and North America. Hudson’s third quarter EBITDA of $1.2 million was $7.2 million better than the same period last year.

During the quarter, some of our regional management teams began to add revenue-producing headcount as demand outpaced capacity. This reduced our operating leverage from the first half, which was in excess of 100 percent on both a reported and constant currency basis. Both our North American and continental European operations were stronger in the last month of the quarter, a positive sign going into the fourth quarter. For the full year, we expect our leverage to be greater than 70 percent on a constant currency basis.

 
 

 

Regional Highlights

Europe

In the third quarter of 2010, Hudson Europe gross margin increased 10 percent compared with the prior year period, or 19 percent in constant currency. Gross margin growth on a constant currency basis was led by a 38 percent increase in the U.K., while continental Europe was relatively flat. On a sequential constant currency basis, Europe’s gross margin was down 9 percent compared with the second quarter, with the U.K. down slightly combined with a typical summer decrease in continental Europe.

The U.K. continued to produce strong competitive results in both permanent recruitment and temporary contracting services, led by the IT and banking practices. Public sector recruitment in the U.K. was down 25 percent in the third quarter and now constitutes approximately 10 percent of the operation’s revenue. On October 20, the U.K. government announced the budget for next year, featuring a broad cutback in public expenditures. In addition to the impact on the public sector, there is some risk of a broad negative impact on the U.K. economy and, in turn, the staffing industry.

Our businesses in Belgium and France both produced local currency revenue increases compared with the prior year period due to continued strength in permanent recruitment. Our Netherlands business, Balance, was below prior year in the third quarter. The Netherlands market in general has not shown much recovery from the global recession and we have faced greater competition, reduced public sector spending and pricing pressure in our public sector niche. Intra-quarter trends, however, were positive with several countries reporting a pick up in September.

Hudson Europe produced an adjusted EBITDA of $1.0 million, compared with breakeven in the prior year period. Leverage in the quarter was negatively impacted by hiring in both continental Europe and the U.K., an important step to diversify our business in the region.

Hudson Europe
 
Q3 2010
   
Q3 2009
 
(In thousands)
               
Gross margin
  $ 32,647     $ 29,571  
SG&A
    31,688       29,542  
Adj. EBITDA
    959       30  
Reorganization cost
    (0 )     1,881  
Non-operating expense, including corporate administrative charges
    3,088       554  
EBITDA
    (2,128 )     (2,406 )

 
 

 

Australia and New Zealand

Trends continue to improve in our ANZ business. In New Zealand, gross margin increased sharply for the first time in eight quarters, fueled by strong demand for permanent recruitment. Australia also saw surging demand for permanent recruitment, supported by a relatively strong Australian economy and low unemployment. In the third quarter, ANZ’s gross margin increased 29 percent compared with the prior year period on a reported basis and 19 percent in constant currency. Gross margin growth came primarily from a 63 percent constant currency increase in permanent recruitment. Compared with the second quarter of 2010, gross margin increased 7 percent in constant currency, driven by an improvement in both permanent recruitment and temporary contracting. The region produced an adjusted EBITDA of $2.8 million, compared with $1.5 million in the prior year period.

Hudson ANZ
 
Q3 2010
   
Q3 2009
 
(In thousands)
               
Gross margin
  $ 24,259     $ 18,754  
SG&A
    21,450       17,207  
Adj. EBITDA
    2,809       1,547  
Reorganization cost
    0       405  
Non-operating expense, including corporate administrative charges
    1,433       (12 )
EBITDA
    1,376       1,156  

Asia

In the third quarter, our Asia business continued to capitalize on improving economic conditions in the region. Top line results were subject to more challenging year-over-year comparisons, as the third quarter of 2009 was the first full quarter of recovery in Asia. Gross margin increased 29 percent from the prior year period, and 9 percent sequentially, both on a constant currency basis. Results benefitted from greater consultant productivity and higher average fees per placement in all markets, but particularly in China and Singapore. The financial services business was strong in all markets as was IT and industrials in China. Adjusted EBITDA in the third quarter was $1.6 million, or about 18 percent of revenue, an improvement from $1.0 million, or 16 percent of revenue, in the prior year period.

Hudson Asia
 
Q3 2010
   
Q3 2009
 
(In thousands)
               
Gross margin
  $ 8,774     $ 6,607  
SG&A
    7,127       5,576  
Adj. EBITDA
    1,647       1,031  
Reorganization cost
    -       -  
Non-operating expense, including corporate administrative charges
    478       70  
EBITDA
    1,169       961  

 
 

 

Americas

Hudson Americas produced stable third quarter results, though the region has yet to see a significant recovery. Gross margin was up slightly compared with the prior year period driven by growth in Legal and IT. This was the first quarter this year in which North America generated a positive year-over-year top-line comparison. Sequentially, revenue and gross margin declined 7 percent from the second quarter, which was in line with the typical seasonal pattern. We continue to see only modest recovery in the small and medium-sized businesses where our Finance and IT practices have historically been strongest. Temporary contracting gross margin percentage declined 135 basis points compared with the prior year, due to a mix shift toward Legal, which generally has lower margins than the Finance and IT practices.

Adjusted EBITDA was $0.2 million, an increase of $1.8 million on a slight gross margin increase.

Hudson Americas
 
Q3 2010
   
Q3 2009
 
(In thousands)
               
Gross margin
  $ 9,311     $ 9,258  
SG&A
    9,144       10,892  
Adj. EBITDA
    167       (1,634 )
Reorganization cost
    41       592  
Non-operating expense, including corporate administrative charges
    (407 )     569  
EBITDA
    532       (2,795 )

Corporate

Corporate expenses were $5.0 million before allocations, representing an increase from $4.2 million in the third quarter of 2009. This increase was driven primarily by higher variable compensation expense due to higher EBITDA compared with the prior year period. During the quarter, the company reserved $0.2 million in connection with the discussions regarding a settlement with the SEC. Any such settlement will depend on a number of factors described in the company's Report on Form 10-Q for the third quarter, expected to be filed on October 29, 2010.

 
 

 

Liquidity and Capital Resources

During the third quarter, the company signed two new revolving credit facilities, including a $40 million facility with RBS secured by receivables in the U.S. and the U.K., and an AUD$15 million facility ($14.5 million) with Commonwealth Bank of Australia (CBA) secured by receivables in Australia. The combination of these new credit facilities increased the company’s availability by over $10 million.

The company ended the third quarter of 2010 with $34.2 million in cash, and had breakeven cash flow from operations. During the quarter, the company made its final earn-out payment to Tony Keith Associates in China and recorded costs associated with the new credit facilities. The company ended the quarter with $13.9 million in borrowings under all credit facilities.

Availability under the new RBS and CBA agreements at the end of the third quarter totaled $26.9 million. Availability under other local country facilities is $5.8 million for a total availability of $32.8 million.

The company incurred termination costs related to the prior credit facility of approximately $0.9 million, consisting of $0.6 million for early termination and $0.3 million for unamortized costs. The latter is recorded in interest expense.

Guidance

The company currently expects fourth quarter 2010 revenue of $210 - $220 million and EBITDA of $3 - $5 million at prevailing exchange rates. This compares with revenue of $182.5 million and an EBITDA loss of $5.0 million in the fourth quarter of 2009.

Safe Harbor Statement

This press release contains statements that the company believes to be "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact included in this press release, including statements regarding the company’s future financial condition, results of operations, business operations and business prospects, are forward-looking statements. Words such as “anticipate,” “estimate,” “expect,” “project,” “intend,” “plan,” “predict,” “believe” and similar words, expressions and variations of these words and expressions are intended to identify forward-looking statements. All forward-looking statements are subject to important factors, risks, uncertainties and assumptions, including industry and economic conditions’ that could cause actual results to differ materially from those described in the forward-looking statements. Such factors, risks, uncertainties and assumptions include, but are not limited to, global economic fluctuations; the ability of clients to terminate their relationship with the company at any time; risks in collecting the company’s accounts receivable; the company’s history of negative cash flows and operating losses may continue; the company’s limited borrowing availability under its credit facilities, which may negatively impact its liquidity; restrictions on the company’s operating flexibility due to the terms of its credit facility; risks related to fluctuations in the company’s operating results from quarter to quarter; risks related to international operations, including foreign currency fluctuations; risks associated with the company’s investment strategy; risks and financial impact associated with dispositions of underperforming assets; implementation of the company’s cost reduction initiatives effectively; the company’s heavy reliance on information systems and the impact of potentially losing or failing to develop technology; competition in the company’s markets; the company’s exposure to employment-related claims from both clients and employers and limits on related insurance coverage; the company’s dependence on key management personnel; the company’s ability to attract and retain highly skilled professionals; volatility of the company’s stock price; the impact of government regulations; and restrictions imposed by blocking arrangements. Additional information concerning these and other factors is contained in the company's filings with the Securities and Exchange Commission. These forward-looking statements speak only as of the date of this document. The company assumes no obligation, and expressly disclaims any obligation, to update any forward-looking statements, whether as a result of new information, future events or otherwise.

###
Financial Tables Follow

 
 

 


HUDSON HIGHLAND GROUP, INC.
SEGMENT ANALYSIS - QUARTER TO DATE
(in thousands)
(unaudited)

For The Three Month Ended September 30, 2010  
 
Hudson
Americas
   
Hudson
Europe
   
Hudson ANZ
   
Hudson Asia
   
Corporate
   
Total
 
Revenue, from external customers
  $ 37,839     $ 80,503     $ 72,974     $ 9,078     $ -     $ 200,394  
Gross margin, from external customers  
  $ 9,311     $ 32,647     $ 24,259     $ 8,774     $ -     $ 74,991  
Business reorganization and integration expenses (recovery)
  $ 41     $ -     $ -     $ -     $ -     $ 41  
Non-operating expense (income), including corporate administration charges
    (407 )     3,088       1,433       478       (5,213 )     (621 )
EBITDA (Loss) (1)
  $ 532     $ (2,128 )   $ 1,376     $ 1,169     $ 244     $ 1,193  
Depreciation and amortization expenses  
                                            1,981  
Interest expense, net
                                            497  
Provision for income taxes  
                                            599  
Loss (income) from discontinued operations, net of taxes
                                            14  
Net income  
                                          $ (1,898 )
                                                 
For The Three Month Ended September 30, 2009
 
Hudson
Americas
   
Hudson
Europe
   
Hudson ANZ
   
Hudson Asia
   
Corporate
   
Total
 
Revenue, from external customers  
  $ 35,705     $ 67,898     $ 59,026     $ 7,018     $ -     $ 169,647  
Gross margin, from external customers
  $ 9,258     $ 29,571     $ 18,754     $ 6,607     $ -     $ 64,190  
Business reorganization and integration expenses (recovery)  
  $ 592     $ 1,881     $ 405     $ -     $ -     $ 2,878  
Non-operating expense (income), including corporate administration charges
    569       554       (12 )     70       (1,280 )     (99 )
EBITDA (Loss) (1)  
    (2,795 )     (2,406 )     1,156       961       (2,917 )     (6,001 )
Depreciation and amortization expenses
                                            2,741  
Interest expense, net   
                                            96  
Provision for income taxes
                                            (1,215 )
Loss (income) from discontinued operations, net of taxes  
                                            (770 )
Net loss
                                          $ (6,853 )
                                                 
For the Three Months Ended December 31, 2009  
 
Hudson
Americas
   
Hudson
Europe
   
Hudson ANZ
   
Hudson Asia
   
Corporate
   
Total
 
Revenue, from external customers
  $ 39,010     $ 74,503     $ 61,494     $ 7,497     $ -     $ 182,504  
Gross margin, from external customers  
  $ 10,220     $ 33,005     $ 18,971     $ 7,179     $ -     $ 69,375  
Business reorganization and integration expenses (recovery)
  $ 1,794     $ 3,135     $ 849     $ -     $ 123     $ 5,901  
Non-operating expense (income), including corporate administration charges
    (936 )     91       177       (22 )     19       (671 )
EBITDA (Loss) (1)
  $ (1,162 )   $ (1,552 )   $ (494 )   $ 1,167     $ (3,006 )   $ (5,047 )
Depreciation and amortization expenses  
                                            3,175  
Interest expense, net
                                            224  
Benefit from income taxes  
                                            (3,450 )
Loss (income) from discontinued operations, net of taxes
                                            5,429  
Net loss  
                                          $ (10,425 )
 


(1)
Non-GAAP earnings before interest, income taxes, and depreciation and amortization (“EBITDA”) are presented to provide additional information about the company’s operations on a basis consistent with the measures which the company uses to manage its operations and evaluate its performance. Management also uses these measurements to evaluate capital needs and working capital requirements. EBITDA should not be considered in isolation or as a substitute for operating income, cash flows from operating activities, and other income or cash flow statement data prepared in accordance with generally accepted accounting principles or as a measure of the company’s profitability or liquidity. Furthermore, EBITDA as presented above may not be comparable with similarly titled measures reported by other companies.

(2)
Prior year revenue has been reclassed to conform to current year presentation.

 
 

 


HUDSON HIGHLAND GROUP, INC.
Reconciliation For Constant Currency
(in thousands)
(unaudited)

The company defines the term “constant currency” to mean that financial data for a period are translated into U.S. Dollars using the same foreign currency exchange rates that were used to translate monthly financial data for the previously reported period. The company uses constant currency to depict the current period results at the exchange rates of the prior period. Changes in revenues, direct costs, gross margin and selling, general and administrative expenses include the effect of changes in foreign currency exchange rates. Variance analysis usually describes period-to-period variances that are calculated using constant currency as a percentage. The company’s management reviews and analyzes business results in constant currency and believes these results better represent the company’s underlying business trends.

The company believes that these calculations are a useful measure, indicating the actual change in operations. Earnings from subsidiaries are rarely repatriated to the United States, and there are no significant gains or losses on foreign currency transactions between subsidiaries. Therefore, changes in foreign currency exchange rates generally impact only reported earnings and not the company’s economic condition.

     
2010
   
2009
 
           
Currency
   
Constant
       
     
As Reported
   
Translation
   
Currency
   
As Reported
 
Revenue:
                         
 
Hudson Americas
  $ 37,839     $ (15 )   $ 37,824     $ 35,705  
 
Hudson Europe
    80,503       5,580       86,083       67,898  
 
Hudson ANZ
    72,974       (5,843 )     67,131       59,026  
 
Hudson Asia
    9,078       (281 )     8,797       7,018  
 
Total
    200,394       (559 )     199,835       169,647  
Direct costs:
                               
 
Hudson Americas
    28,528       -       28,528       26,447  
 
Hudson Europe
    47,856       3,144       51,000       38,327  
 
Hudson ANZ
    48,715       (3,901 )     44,814       40,272  
 
Hudson Asia
    304       (14 )     290       411  
 
Total
    125,403       (771 )     124,632       105,457  
Gross margin:
                               
 
Hudson Americas
    9,311       (15 )     9,296       9,258  
 
Hudson Europe
    32,647       2,436       35,083       29,571  
 
Hudson ANZ
    24,259       (1,942 )     22,317       18,754  
 
Hudson Asia
    8,774       (267 )     8,507       6,607  
 
Total
  $ 74,991     $ 212     $ 75,203     $ 64,190  
Selling, general and administrative (1)
                               
 
Hudson Americas
  $ 9,572     $ (17 )   $ 9,555     $ 11,935  
 
Hudson Europe
    32,473       2,435       34,908       30,456  
 
Hudson ANZ
    22,083       (1,789 )     20,294       17,775  
 
Hudson Asia
    7,224       (201 )     7,023       5,747  
 
Corporate
    5,007       -       5,007       4,240  
 
Total
  $ 76,359     $ 428     $ 76,787     $ 70,153  
 


(1)
Selling, general and administrative expenses include depreciation and amortization expenses.