Hudson Highland Group Inc - Current report filing (8-K)
November 09 2007 - 4:13PM
Edgar (US Regulatory)
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): November 8, 2007
Hudson Highland Group, Inc.
(Exact
name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
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0-50129
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59-3547281
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(Commission File Number)
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(IRS Employer Identification No.)
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560 Lexington Avenue, New York, New York 10022
(Address of principal executive offices, including zip code)
Registrants 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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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ITEM 2.02.
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RESULTS OF OPERATIONS AND FINANCIAL CONDITION.
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On
November 9, 2007, Hudson Highland Group, Inc. (the Company) issued a press release that it will restate its financial results for the three and six months ended June 30, 2007 contained in the Companys Quarterly Report on
Form 10-Q for the quarter ended June 30, 2007. The full text of the press release is furnished with this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.
ITEM 4.02.
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NON-RELIANCE ON PREVIOUSLY ISSUED FINANCIAL STATEMENTS OR A RELATED AUDIT REPORT OR COMPLETED INTERIM REVIEW.
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The Company previously disclosed that it was examining an accounting issue during the third quarter financial statement review relating to contingent
earn out payments the Company made between 2005 and 2007 in connection with its acquisition of JMT Financial Partners, LLC (JMT). The Company accounted for the contingent cash earn out payments as goodwill. The Company, in consultation
with its advisors, including its external auditors, has determined that, as a result of an agreement solely among the former shareholders of JMT, the portion of the earn out payments that three of the former JMT shareholders reallocated to a fourth
former JMT shareholder should be accounted for as compensation expense by the Company. Accordingly, the Company is now recording approximately $3.6 million as non-cash compensation expense in the second quarter of 2007 with a corresponding increase
in additional paid in capital. This restatement of the second quarter of 2007 will result in an increase of $3.6 million in the Companys and the Hudson Americas segments reported expenses and an equivalent reduction in EBITDA, operating
income, income from continuing operations and net income ($0.14 per basic and diluted share) for the three and six months ended June 30, 2007. The restatement does not affect the Companys cash flows for the period. There are no further
earn out payments for JMT.
On November 8, 2007, the Companys management concluded, with the concurrence of the Audit Committee
(the Committee) of the Companys Board of Directors, that the Companys previously issued consolidated financial statements for the three and six months ended June 30, 2007 and the associated independent registered public
accounting firms review report should not be relied upon because of an error in those consolidated financial statements. The Company has determined that this error materially misstated its consolidated results of operations for the three and
six months ended June 30, 2007, and therefore, has concluded that it will restate the consolidated financial statements in its previously issued Quarterly Report on Form 10-Q for the quarter ended June 30, 2007. The Company will include
the restated financial statements for the three and six months ended June 30, 2007 in an amended Quarterly Report on Form 10-Q for the quarter ended June 30, 2007 that the Company expects to file with the Securities and Exchange Commission
prior to filing its Form 10-Q for the third quarter of 2007 on November 9, 2007.
The Companys management determined that in
light of the particular facts and circumstances of this situation, including its unusual nature, it did not constitute a material weakness in the Companys internal control over financial reporting for any of the relevant periods.
The Committee and management of the Company have discussed the matters associated with the restatement disclosed in this Current Report on Form 8-K
with BDO Seidman, LLP, the Companys independent registered public accounting firm.
ITEM 9.01.
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FINANCIAL STATEMENTS AND EXHIBITS.
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(d)
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Exhibits
. The following exhibit is being furnished herewith:
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(99.1) Press release of Hudson Highland Group, Inc. issued November 9, 2007.
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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.
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HUDSON HIGHLAND GROUP, INC.
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By:
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/ MARY JANE RAYMOND
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Mary Jane Raymond
Executive Vice President and Chief Financial Officer
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Date: November 9, 2007
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Hudson Highland Group, Inc.
Current Report on Form 8-K
Exhibit Index
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Exhibit
Number
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Description
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99.1
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Press release dated November 9, 2007, issued by Hudson Highland Group, Inc.
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