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Mail Stop 3561
August 25, 2005
Jon F. Chait
Chief Executive Officer
Hudson Highland Group, Inc.
622 Third Avenue
New York, NY 10017
Re: Hudson Highland Group, Inc.
Form 10-K for Fiscal Year Ended December 31, 2004
Filed March 14, 2005
Forms 10-Q for Fiscal Quarters Ended
March 31, 2005 and June 30, 2005
File No. 0-50129
Dear Mr. Chait:
We have reviewed your filings and have the following
comments.
We have limited our review to only your financial statements and
related disclosures and do not intend to expand our review to
other
portions of your documents. Please address the following comments
in
future filings. If you disagree, we will consider your
explanation
as to why our comment is inapplicable or a future revision is
unnecessary. Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure. After
reviewing this information, we may or may not raise additional
comments.
Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects. We welcome
any questions you may have about our comments or any other aspect
of
our review. Feel free to call us at the telephone numbers listed
at
the end of this letter.
Form 10-K for Fiscal Year Ended December 31, 2004
Management`s Discussion and Analysis of Financial Condition and
Results of Operations, page 19
Results of Operations, page 23
The Year Ended December 31, 2004 Compared to the Year Ended
December
31, 2003, page 24
1. We note that you abandoned your German subsidiary and closed
your
continental European operations in the year ended December 31,
2004.
Tell us how you applied the guidance in SFAS 144 in determining
whether these operations should be presented as discontinued
operations.
Note 15. Segment and Geographic Data, page 63
2. Tell us how you have identified your operating and reportable
segments under the guidance in SFAS 131. In this regard, we note
that you present financial information for your regional operating
units in your press release furnished in your Form 8-K dated July
26,
2005. In addition, you also present revenues and gross margins
for
your temporary contracting and permanent placement businesses in
your
financial statements. If you have aggregated several operating
segments into one reportable segment, tell us how you determined
that
you met the criteria for aggregation in paragraph 17 of SFAS 131,
including the requirement that the segments have similar economic
characteristics.
Form 10-Q for the Fiscal Quarter Ended June 30, 2005
Item 4. Controls and Procedures, page 26
3. We note your disclosure that your disclosure controls and
procedures were effective "to ensure that material information
relating to the Company, including the Company`s consolidated
subsidiaries, was made known to them by others within those
entities,
particularly during the period in which this Quarterly Report on
Form
10-Q was being prepared." For the quarters ended March 31, 2005
and
June 30, 2005, please confirm, if true, and clarify in future
filings
that your disclosure controls and procedures are effective in
ensuring that information required to be disclosed in the reports
that you file or submit under the Exchange Act is recorded,
processed, summarized and reported, within the time periods
specified
in the Commission`s rules and forms and are effective in ensuring
that information required to be disclosed in the reports that you
file or submit under the Exchange Act is accumulated and
communicated
to your management, including your principal executive and
principal
financial officers, to allow timely decisions regarding required
disclosure. See Rule 13a-15(e) of the Exchange Act.
Alternatively,
you may simply state that your disclosure controls and procedures
are
effective.
* * * *
Please respond to these comments within 10 business days or
tell us when you will provide us with a response. Please furnish
a
letter that keys your responses to our comments and provides any
requested information. Detailed letters greatly facilitate our
review. Please file your response letter on EDGAR. Please
understand that we may have additional comments after reviewing
your
responses to our comments.
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed investment decision. Since the
company and its management are in possession of all facts relating
to
a company`s disclosure, they are responsible for the accuracy and
adequacy of the disclosures they have made.
In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that
* the company is responsible for the adequacy and accuracy of the
disclosure in the filings;
* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filings; and
* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.
In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filings or
in
response to our comments on your filings.
You may contact Kathleen Kerrigan, Staff Accountant, at
(202)
551-3369 or Melissa Hauber, Senior Staff Accountant, at (202) 551-
3368 if you have questions regarding comments on the financial
statements and related matters. Please contact me at (202) 551-
3810
with any other questions.
Sincerely,
Larry Spirgel
Assistant Director
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Jon F. Chait
Hudson Highland Group, Inc.
August 25, 2005
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