UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
11-K
(Mark
One)
x
|
ANNUAL REPORT PURSUANT TO
SECTION 15 (d) OF THE SECURITIES EXCHANGE ACT OF
1934
|
For
the fiscal year ended December 31, 2009
OR
o
|
TRANSITION REPORT PURSUANT TO
SECTION 15 (d) OF THE SECURITIES EXCHANGE ACT OF
1934
|
For
the transition period from
to
Commission
file number 000-50129
A.
Full title of the plan and the address of the plan, if different from that of
the issuer named below:
HUDSON
HIGHLAND GROUP, INC. 401(k) SAVINGS PLAN
B.
Name of issuer of the securities held pursuant to the plan and the address of
its principal executive office:
HUDSON
HIGHLAND GROUP, INC.
560
Lexington Avenue, New York, New York 10022
HUDSON
HIGHLAND GROUP, INC. 401(k) SAVINGS PLAN
DECEMBER
31, 2009
INDEX
TO FORM 11-K
Reports of Independent Registered Public
Accounting Firm
|
|
3
|
Financial
Statements:
|
|
|
Statements of Net Assets Available for Benefits as
of December 31, 200
9
and 200
8
|
|
4
|
Statement of Changes in Net Assets
Avai
lable for Benefits for the
Year
E
nded
December 31, 200
9
|
|
5
|
Notes to Financial
Statements
|
|
6–13
|
Supplemental
Schedule:
|
|
|
Schedule H, Line 4i -
Schedule of Assets
(
Held at End
of Year
)
|
|
14
|
|
|
|
Signature
|
|
15
|
Exhibit Index
|
|
16
|
Exhibit
23.1–Consent of KPMG LLP, Independent Registered Public Accounting
Firm
|
|
|
REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the
Members and Administrator of the
Hudson
Highland Group, Inc. 401(k) Savings Plan
New York,
New York
We have
audited the accompanying statements of net assets available for benefits of the
Hudson Highland Group, Inc. 401(k) Savings Plan (the Plan) as of
December 31, 2009 and 2008, and the related statement of changes in net
assets available for benefits for the year ended December 31, 2009. These
financial statements are the responsibility of the Plan’s management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We
conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our
opinion, the financial statements referred to above present fairly, in all
material respects, the net assets available for benefits of the Plan as of
December 31, 2009 and 2008, and the changes in net assets available for
benefits for the year ended December 31, 2009 in conformity with U.S.
generally accepted accounting principles.
Our
audits were performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedule of assets (held
at end of year) as of December 31, 2009 is presented for purposes of additional
analysis and is not a required part of the basic financial statements, but is
supplementary information required by the Department of Labor’s Rules and
Regulations for Reporting and Disclosure under the Employee Retirement Income
Security Act of 1974. This supplemental schedule is the responsibility of the
Plan’s management. This supplemental schedule has been subjected to the auditing
procedures applied in the audits of the basic financial statements and, in our
opinion, is fairly stated in all material respects, in relation to the basic
financial statements taken as a whole.
/s/
KPMG LLP
|
New
York, New York
|
June
22, 2010
|
HUDSON HIGHLAND GROUP, INC. 401(k) SAVINGS PLAN
STATEMENTS
OF NET ASSETS AVAILABLE FOR BENEFITS
AS
OF DECEMBER 31, 2009 AND 2008
|
|
2009
|
|
|
2008
|
|
Assets:
|
|
|
|
|
|
|
Participant-directed
Investments, at fair value
|
|
|
47,014,954
|
|
|
|
37,002,335
|
|
Receivables:
|
|
|
|
|
|
|
|
|
Employer
match receivable
|
|
|
651,821
|
|
|
|
1,275,890
|
|
Members’
contributions receivable
|
|
|
64,916
|
|
|
|
76,135
|
|
Dividends
receivable
|
|
|
10,106
|
|
|
|
13,041
|
|
Total
receivables
|
|
|
726,843
|
|
|
|
1,365,066
|
|
Total
assets
|
|
|
47,741,797
|
|
|
|
38,367,401
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
Accrued
expenses
|
|
|
51,811
|
|
|
|
52,531
|
|
Excess
contributions
|
|
|
7,625
|
|
|
|
-
|
|
Total
liabilities
|
|
|
59,436
|
|
|
|
52,531
|
|
Net
assets reflecting investments at fair value
|
|
|
47,682,361
|
|
|
|
38,314,870
|
|
Adjustment
from fair value to contract value for fully benefit-responsive investment
contracts
|
|
|
(59,045
|
)
|
|
|
392,185
|
|
Net
assets available for benefits
|
|
$
|
47,623,316
|
|
|
$
|
38,707,055
|
|
The
accompanying notes are an integral part of these financial
statements.
HUDSON
HIGHLAND GROUP, INC. 401(k) SAVINGS PLAN
STATEMENT
OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
YEAR
ENDED DECEMBER 31, 2009
Additions
to net assets attributed to:
|
|
|
|
Investment
income:
|
|
|
|
Interest
and dividend income
|
|
$
|
459,437
|
|
Net
appreciation in fair value of investments
|
|
|
11,020,971
|
|
Total
investment income
|
|
|
11,480,408
|
|
Contributions:
|
|
|
|
|
Members
|
|
|
3,273,760
|
|
Employer
|
|
|
604,140
|
|
Rollovers
|
|
|
112,067
|
|
Total
contributions
|
|
|
3,989,967
|
|
Total
additions
|
|
|
15,470,375
|
|
Deductions
from net assets attributable to:
|
|
|
|
|
Benefits
paid to members
|
|
|
6,463,099
|
|
Administrative
expenses
|
|
|
91,015
|
|
Total
deductions
|
|
|
6,554,114
|
|
Net
increase in net assets available for benefits
|
|
|
8,916,261
|
|
Net
assets available for benefits, beginning of year
|
|
|
38,707,055
|
|
Net
assets available for benefits, end of year
|
|
$
|
47,623,316
|
|
The
accompanying notes are an integral part of these financial
statements.
HUDSON HIGHLAND GROUP, INC. 401(k) SAVINGS PLAN
NOTES
TO FINANCIAL STATEMENTS
NOTE
1. DESCRIPTION OF THE PLAN
The
following description of the Hudson Highland Group, Inc. 401(k) Savings Plan
(the “Plan”) provides only general information. Participating members
(“members”) should refer to the Summary Plan Description for a complete
description of the Plan’s provisions. The Plan was adopted as of April 1,
2003 (the “Effective Date”) by the Board of Directors of Hudson Highland Group,
Inc. (the “Company”) for the benefit of its eligible employees and the eligible
employees of any other designated organization and its participating
subsidiaries.
General
The Plan
is a defined contribution plan available to U.S. employees of the Company and
certain of its participating subsidiaries. All full-time and part-time
employees, other than (1) union employees unless the collective bargaining
agreement provides for eligibility in the Plan, (2) any nonresident alien
with no U.S. source income, (3) any “leased employee” as defined in
Section 414(n) of the Internal Revenue Code (the “Code”), and (4)
short-term temporary employees, are eligible to participate in the Plan as soon
as administratively possible following the hire date. Temporary employees, who
work at least 1,000 hours in their first year of employment or any
subsequent calendar year, are also eligible to participate. The Plan is subject
to the provisions of the Employee Retirement Income Security Act of 1974, as
amended (“ERISA”).
The
Company is the Plan Administrator of the Plan. The Company has delegated the
authority to administer the Plan on its behalf to an administrative committee
(the “Committee”).
Certain
prior year amounts have been reclassified to conform to the current period
presentation.
Contributions
A member
may elect to contribute to the Plan in amounts equal to a whole percentage of
eligible compensation, subject to the following limitations. If the member is
not a part of the highly compensated group, the member may contribute up to 50%
of eligible compensation. If the member is a part of the highly compensated
group, contributions may not exceed a reduced percentage of eligible
compensation that is determined by the Company and communicated to members from
time to time.
The
Company, in its sole discretion, may make matching contributions at the end of
each plan year to each member’s account in an amount equal to 50% of a member’s
qualified contributions for the plan year, which is between 1% and 6% of a
member’s eligible compensation. Under this formula, a member can receive a
maximum matching contribution of 3% of eligible compensation. Members receive
matching contributions in Hudson Highland Group Stock Fund. Matching
contributions may be redirected immediately after they are allocated to the
members' accounts. During March 2010, the Company issued 121,016 shares of its
common stock from treasury with a value of $540,942 and contributed $110,879 of
cash as its matching contribution. Additionally, $267,500 in the
Plan’s forfeitures account was utilized to purchase units in the Hudson Highland
Group stock fund to offset the employer’s match as of December 31,
2009.
The
Company may make profit-sharing contributions in addition to the matching
contributions in such amounts, if any, as may be determined by the Board of
Directors, in its sole discretion. Any such amount will not be in excess of the
maximum amount deductible by the Company for tax purposes. There were no profit
sharing contributions in 2009.
Vesting
Members
vest 40% after two years of service and an additional 20% every year thereafter
until completion of the fifth year of service when they are 100% vested in the
Company’s matching and profit-sharing contributions. A member becomes fully
vested in his or her Company contribution account upon disability, death, or
upon reaching age 55. Members are always 100% vested in their own contributions
and earnings thereon.
HUDSON
HIGHLAND GROUP, INC. 401(k) SAVINGS PLAN
NOTES
TO FINANCIAL STATEMENTS
NOTE
1. DESCRIPTION OF THE PLAN (continued)
Members’
Accounts
Each
member’s account is credited with the elective contributions made by the member
and the employer matching and profit-sharing contributions for which that member
is eligible. Members direct the investment of the contributions credited to
their account into one or more of the investment funds which are available to
them. For those members who do not make investment elections, contributions
will default to the appropriate Schwab Managed Retirement Trust Fund based
on expected retirement date. The employer matching contributions are
initially invested in shares of Company stock; however, members may immediately
redirect these contributions once allocated. Each member’s account will be
credited with its share of net investment earnings of the funds in which that
account is invested. The member individually manages the self-directed brokerage
accounts. The benefit to which a member is entitled is the amount that can be
provided from the member’s vested account. The Plan also accepts rollover
contributions (i.e., amounts which can be rolled over into a tax qualified plan
from another employer’s qualified plan or an individual retirement
account).
Member
Loans
Members
may borrow from their vested fund accounts a minimum amount of $1,000 up to a
maximum amount equal to the lesser of 50% of their vested account balance or
$50,000 minus the highest outstanding loan balance they had in the preceding
twelve months. A member may have a maximum of two loans outstanding at any
time. Loans must (a) bear a reasonable market rate of interest as
determined by the Committee, (b) be for a term of no more than five years
(10 years if the loan is for the purpose of purchasing a principal residence),
(c) be adequately secured by the balances in the member’s accounts,
(d) be repaid in level installments by payroll withholding, and (e) be
subject to charges as imposed by the Committee. In the event a loan is not
repaid, the Committee will cause the Charles Schwab Trust Company (the
“Trustee”) to deduct the total amount of the loan, with interest and other
charges, from any payment or distribution. A loan may be prepaid in full at any
time. Partial prepayments are not permitted under the Plan. The Plan values
member loans receivable at cost plus accrued interest.
As of
December 31, 2009, the carrying value of the member loans was $472,391 and
accrued interest of member loans was $642. The interest rates of the member
loans range from 3.25% to 8.25% and the maturity dates of such loans range from
March 16, 2010 to September 16, 2014. The rate of interest for new loans was
3.25% as of December 31, 2009 and for the year then ended.
Payments
of Benefits
On
termination of service due to death, disability, retirement or other reasons, a
member or member’s beneficiary may elect to receive (1) a lump sum amount
equal to the value of the member’s vested account balance, (2) subject to
certain conditions, annual installments over a certain period as selected by the
member which does not exceed the member’s life expectancy or the joint life
expectancies of the member and the member’s beneficiary, or (3) a
combination of (1) and (2). The Plan automatically rolls over terminated
member vested account balances between $1,000 and $5,000 to a Schwab Individual
Retirement Account if the member does not elect another form of distribution.
Members may also elect to defer distributions subject to certain conditions.
Members can receive in-service distributions from all their accounts under the
Plan on or after attaining age 59½ and from their salary deferral account if
they have a financial hardship.
Forfeitures
A member
who is not 100% vested in the Company contributions and is terminated prior to
age 55 for reasons other than death or disability shall forfeit the non-vested
Company contributions. As of December 31, 2009 and 2008, forfeited non-vested
accounts totaled $384,158 and $231,296, respectively. Forfeiture balances
are principally maintained in the Schwab Stable Value Fund until they are
utilized. Forfeiture balances may be applied against reasonable Plan
expenses and may be used to reduce subsequent Company contributions. In the
event the member is subsequently re-employed by the Company, such forfeited
amount of the member’s Company contributions shall be restored to the member’s
account, as defined in the Plan. During the year ended
December 31, 2009, forfeitures of $80,074 were used to pay for Plan
expenses.
HUDSON
HIGHLAND GROUP, INC. 401(k) SAVINGS PLAN
NOTES
TO FINANCIAL STATEMENTS
NOTE
1. DESCRIPTION OF THE PLAN (continued)
Plan
Termination
While the
Company has not expressed any intent to discontinue its contributions or
terminate the Plan, it may do so at any time subject to the provisions of ERISA,
as amended, and the Code. If this were to occur, all the members of the Plan
would become fully vested in the amounts in their accounts, including the
Company contributions.
Administrative
Expenses and Other Deductions
Transaction
and investment manager fees for each fund are charged against the Plan’s assets
and related rates of return. Other expenses of administering the Plan are paid
by the Company, unless paid by the Plan. Qualified Domestic Relations Order fees
and certain other transaction fees are paid by the members.
NOTE
2. SIGNIFICANT ACCOUNTING POLICIES
Basis
of Presentation
The
financial statements of the Plan are prepared under the accrual method of
accounting. Certain prior year amounts have been reclassified to conform to the
current period presentation.
Use
of Estimates
The
preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management and the
Plan Trustee to make estimates and assumptions that affect the reported amounts
of assets and liabilities and disclosure of contingent assets and liabilities at
the date of the financial statements and the reported amounts of investment
income and expenses during the reporting period. Actual results could differ
from those estimates.
Risks
and Uncertainties
The Plan
provides for various investment options in the Company’s common stock,
self-directed brokerage accounts, registered investment companies (mutual
funds), and investment in common/collective trusts. The Plan’s exposure to
credit loss in the event of nonperformance of investments is limited to the
carrying value of such investments. Investment securities, in general, are
exposed to various risks, such as interest rate, credit, and overall market
volatility risk. Due to the level of risk associated with certain investment
securities, it is reasonably possible that changes in the values of investment
securities may occur in the near term and such changes could materially affect
the amounts reported in the statements of net assets available for benefits and
members’ account balances.
Investment
Valuation and Income Recognition
Investments
are stated at fair value. Fair value is the price that would be received to sell
an asset or paid to transfer a liability in an orderly transaction between
market participants at the measurement date. See note 3 for discussion of fair
value measurements. Purchases and sales of investments are recorded on a
trade-date basis. Interest income is recorded on the accrual basis. Dividends
are recorded on the ex-dividend date.
The
Schwab Stable Value Fund is one of the common collective trust funds held by the
Plan which invests primarily in synthetic guaranteed investment contracts
(“synthetic GICs”). The contracts held by the fund are considered to
be fully benefit responsive investment contracts as defined in Financial
Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”)
Subtopic 962-325-55-5 to 55-7
.
Participants may
direct the withdrawal or transfer of all or a portion of their investment
contract at contract value. Contract value represents contributions
made to the fund, plus accrued interest, less participant
withdrawals. Certain employer-initiated events limit the ability of
the Plan to transact at contract value with the issuer. Such events include
layoffs, early retirement windows, sales of a division, division closure, and
Plan termination. The Plan administrator does not believe that the occurrence of
any of these events, which would limit the Plan’s ability to continue to
transact at contract value with members, is probable.
HUDSON
HIGHLAND GROUP, INC. 401(k) SAVINGS PLAN
NOTES
TO FINANCIAL STATEMENTS
NOTE
2. SIGNIFICANT ACCOUNTING POLICIES (continued)
A
synthetic GIC consists of two components: 1) a portfolio of bonds and other
assets that are owned by the fund, and 2) wrap contracts. The wrap
contracts are obligated to provide an interest rate not less than
zero. These contracts provide that realized and unrealized gains and
losses on the underlying assets are not reflected in the net assets of the fund
as part of the fair value, but rather are amortized over the duration of the
underlying assets, through adjustments to the future interest crediting rate
(which is the rate earned by participants in the fund for the underlying
investments). The wrap contracts’ adjustments to the interest
crediting rates of the Schwab Stable Value Fund are typically reset on a monthly
or quarterly basis. There are no reserves against contract value for credit risk
of a contract issuer or otherwise.
The
following table summarizes the average yield of the investments in the Schwab
Stable Value Fund:
Average
Yields
|
|
2009
|
|
|
2008
|
|
Based
on actual earnings
|
|
|
2.65
|
%
|
|
|
5.25
|
%
|
Based
on interest rate credited to members
|
|
|
3.06
|
%
|
|
|
3.72
|
%
|
The
accompanying financial statements present the fully benefit responsive
investment contracts at contract value; refer to Note 8 for reconciliation to
fair value as required by Form 5500.
Investment
Options and Restrictions
All of
the funds contributed are held by the Plan in trust (see Note 5) and are
invested by the Trustee, Charles Schwab Trust Company, in investment funds in
accordance with each member’s instructions. The investment funds available under
the Plan are to be maintained by a bank, trust company, insurance company,
mutual fund company or investment company. From time to time, the Committee may
designate additional investment funds, withdraw the designation of investment
funds or change designated investment funds.
During
2009, the Third Avenue Value Fund was eliminated from the Plan. A fund
consolidation occurred in the Schwab S&P 500 Index Fund.
American
Funds Growth Fund of America R3 (“American Fund”) imposes restrictions on
members that transfer $5,000 or more out of the fund on any one day. Those
members will be blocked from making transfers into that same fund for 30
calendar days following the transfer. There are no restrictions on the overall
number of transfers out of an American Fund. However, each transaction that
results in a transfer of $5,000 or more out of the fund on any one day will
start a new 30 day waiting period during which no new transfers into the fund
can occur.
Related
Party Transactions
Certain
Plan investments are shares of mutual funds and common/collective trusts managed
by an affiliate of the Charles Schwab Trust Company. Charles Schwab Trust
Company is the trustee as defined by the Plan and, therefore, these transactions
qualify as party-in-interest transactions. Administrative expenses paid by the
Plan to the trustee totaled $45,235 for the year ended December 31, 2009. The
Hudson Highland Group stock fund and member loans are also assets that qualify
as party-in-interest transactions. The Plan’s investment in the Hudson Highland
Group stock fund, which principally invests in the Company’s common stock, was
$5,175,252 and $1,194,123 as of December 31, 2009 and 2008,
respectively.
Benefits
Benefits
are recorded when paid.
Subsequent
Events
The Plan
has evaluated subsequent events for disclosure and accounting considerations
through June 22, 2010, the date the financial statements were available to be
issued.
HUDSON
HIGHLAND GROUP, INC. 401(k) SAVINGS PLAN
NOTES
TO FINANCIAL STATEMENTS
NOTE
3. FAIR VALUE MEASUREMENTS
FASB ASC
820, “
Fair
Value Measurements and Disclosures,”
establishes a framework for
measuring fair value. That framework provides a fair value hierarchy that
prioritizes the inputs to valuation techniques used to measure fair value. The
hierarchy gives the highest priority to unadjusted quoted prices in active
markets for identical assets or liabilities (Level 1 measurements) and the
lowest priority to unobservable inputs (Level 3 measurements). The three levels
of the fair value hierarchy under ASC 820 are described as follows:
|
Level
1
|
Inputs
to the valuation methodology are unadjusted quoted prices for identical
assets or liabilities in active markets that the plan has the ability to
access.
|
|
Level
2
|
Inputs
to the valuation methodology
include:
|
|
·
|
quoted
prices for similar assets or liabilities in active
markets;
|
|
·
|
quoted
prices for identical or similar assets or liabilities in inactive
markets;
|
|
·
|
inputs
other than quoted prices that are observable for the asset or
liability;
|
|
·
|
inputs
that are derived principally from or corroborated by observable market
data by correlation or other means.
|
If the
asset or liability has a specified (contractual) term, the Level 2 input must be
observable for substantially the full term of the asset or
liability.
|
Level
3
|
Inputs
to the valuation methodology are unobservable and significant to the fair
value measurement.
|
The
asset’s or liability’s fair value measurement level within the fair value
hierarchy is based on the lowest level of any input that is significant to the
fair value measurement. Valuation techniques used need to maximize the use of
observable inputs and minimize the use of unobservable inputs.
Following
is a description of the valuation methodologies used for assets at fair value.
There have been no changes in the methodologies used at December 31, 2009 and
2008.
Mutual
funds:
|
|
Valued
at the Net Asset Value (NAV) of shares held by the plan at year end based
on the closing price reported on the active market on which the individual
mutual funds are traded.
|
|
|
|
Common/Collective
trusts:
|
|
Valued
at the NAV per unit as provided by the administrator of the fund. The NAV
is based on the value of the underlying assets owned by the fund, minus
its liabilities, and then divided by the number of units
outstanding.
|
|
|
|
Hudson
Highland Group stock fund:
|
|
Valued
at the NAV provided by the administrator of the fund. The NAV is based on
the underlying assets owned by the fund, minus its liabilities, and then
divided by the number of units outstanding. The Hudson Highland Group
Stock Fund invests in the common stock of Hudson Highland Group, Inc.
(approximately 95%-97%) with the remaining balance invested in money
market instruments.
|
|
|
|
Member
loans:
|
|
Valued
at amortized cost, which approximates fair value.
|
|
|
|
Common
Stock, money market funds
|
|
|
certificate
of deposits and U.S. government securities:
|
|
Valued
at the closing price reported on the active market on which the individual
securities are traded.
|
The
preceding methods may produce a fair value calculation that may not be
indicative of net realizable value or reflective of future fair values.
Furthermore, although the Plan believes its valuation methods are appropriate
and consistent with other market participants, the use of different
methodologies or assumptions to determine the fair value of certain financial
instruments could result in a different fair value measurement at the reporting
date.
HUDSON
HIGHLAND GROUP, INC. 401(k) SAVINGS PLAN
NOTES
TO FINANCIAL STATEMENTS
NOTE
3. FAIR VALUE MEASUREMENTS (continued)
The
following table sets forth by level, within the fair value hierarchy, the Plan’s
assets at fair value as of December 31, 2009 and 2008.
|
|
Assets at fair value as of December 31, 2009
|
|
|
|
Level 1
|
|
|
Level 2
|
|
|
Level 3
|
|
|
Total
|
|
Mutual
funds
|
|
$
|
25,608,506
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
25,608,506
|
|
Common/collective
trusts
|
|
|
-
|
|
|
|
13,938,506
|
|
|
|
-
|
|
|
|
13,938,506
|
|
Common
stocks
|
|
|
943,498
|
|
|
|
-
|
|
|
|
-
|
|
|
|
943,498
|
|
Hudson
Highland Group stock fund
|
|
|
5,175,252
|
|
|
|
|
|
|
|
|
|
|
|
5,175,252
|
|
Money
market funds
|
|
|
776,359
|
|
|
|
|
|
|
|
|
|
|
|
776,359
|
|
Certificates
of deposits
|
|
|
99,800
|
|
|
|
-
|
|
|
|
-
|
|
|
|
99,800
|
|
Member
loans
|
|
|
-
|
|
|
|
-
|
|
|
|
473,033
|
|
|
|
473,033
|
|
Total
assets at fair value
|
|
$
|
32,603,415
|
|
|
$
|
13,938,506
|
|
|
$
|
473,033
|
|
|
$
|
47,014,954
|
|
|
|
Assets at fair value as of December 31, 2008
|
|
|
|
Level 1
|
|
|
Level 2
|
|
|
Level 3
|
|
|
Total
|
|
Mutual
funds
|
|
$
|
24,724,600
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
24,724,600
|
|
Common/collective
trusts
|
|
|
-
|
|
|
|
9,778,068
|
|
|
|
-
|
|
|
|
9,778,068
|
|
Common
stocks
|
|
|
589,928
|
|
|
|
-
|
|
|
|
-
|
|
|
|
589,928
|
|
Hudson
Highland Group stock fund
|
|
|
1,194,123
|
|
|
|
|
|
|
|
|
|
|
|
1,194,123
|
|
U.S.
Government Securities
|
|
|
189,997
|
|
|
|
|
|
|
|
|
|
|
|
189,997
|
|
Member
loans
|
|
|
-
|
|
|
|
-
|
|
|
|
525,619
|
|
|
|
525,619
|
|
Total
assets at fair value
|
|
$
|
26,698,648
|
|
|
$
|
9,778,068
|
|
|
$
|
525,619
|
|
|
$
|
37,002,335
|
|
The
following table sets forth a summary of changes in fair value of the Plan’s
level 3 assets for the year ended December 31, 2009:
|
|
Member
loans
|
|
Balance,
beginning of year
|
|
$
|
525,619
|
|
Realized
gains (losses)
|
|
|
-
|
|
Unrealized
gains/losses related to instrument still held at the reporting
date
|
|
|
-
|
|
Purchases,
sales, issuances and settlements (net)
|
|
|
(52,586
|
)
|
Balance,
end of year
|
|
$
|
473,033
|
|
NOTE
4. TAX STATUS
Effective
January 1, 2009, the Plan adopted a non-standardized prototype plan sponsored by
Charles Schwab Trust Company. Charles Schwab Trust Company obtained an opinion
letter of the Plan dated May 23, 2008 from Internal Revenue Service stating that
the form of the Plan is acceptable under section 401 of the Internal Revenue
Code (the “Code”) for use by employers for the benefit of the employees. The
Plan has been amended since receiving the determination letter; however, the
Plan Administrator believes that the Plan is currently designed and being
operated in compliance with the applicable requirements of the Code.
Accordingly, no provision for income taxes has been included in the Plan’s
financial statements.
HUDSON
HIGHLAND GROUP, INC. 401(k) SAVINGS PLAN
NOTES
TO FINANCIAL STATEMENTS
NOTE
5. TRUSTEE AND RECORDKEEPER
The funds
of the Plan are maintained under a Trust with the Trustee. The duties and
authority of the Trustee are defined in the related Trust
Agreement.
The
recordkeeper of the Plan is Charles Schwab Retirement Plan Services. The duties
of the recordkeeper include administration of the trust fund (including income
there from) at the direction of the Trustee, and the payment of benefits and
loans to Plan members and the payment of expenses incurred by the Plan in
accordance with instructions from the Plan Administrator and Trustee (with the
option given to members to individually direct the investment of their interest
in the Plan). The recordkeeper is also responsible for the maintenance of the
individual member records and to render statements to the members as to their
interest in the Plan.
NOTE
6. AMOUNTS DUE TO MEMBERS AND AMOUNTS DUE FROM EMPLOYER
In order
to ensure favorable tax treatment of member accounts, the Plan may not exceed
certain maximums for employee elective contributions and employer-matching
contributions of highly compensated employees as defined in the Code. The Plan
is required to take appropriate actions and make corrective distribution of
excess contributions or make additional contributions to the accounts of
non-highly compensated employees if the Code requirements are not
met. Amounts due to members, which represent the refund for the
excess contributions, were $7,625 and $0, as of December 31, 2009 and 2008,
respectively.
NOTE
7. INVESTMENTS
The
following participant directed investments represent 5% or more of the net
assets available for benefits.
|
|
December 31,
|
|
|
|
2009
|
|
|
2008
|
|
Schwab
Stable Value Fund, at contract value
|
|
$
|
8,557,307
|
|
|
$
|
8,470,525
|
|
Thornburg
International Value I Fund
|
|
$
|
5,636,196
|
|
|
$
|
4,562,179
|
|
American
Funds Growth Fund of America R3
|
|
$
|
4,439,538
|
|
|
$
|
3,303,571
|
|
Schwab
S&P 500 Index Fund
|
|
$
|
3,757,897
|
|
|
$
|
|
**
|
Schwab
S&P 500 Index Investment Fund
|
|
$
|
|
**
|
|
$
|
3,238,173
|
|
Oakmark
Equity Income Fund
|
|
$
|
3,264,536
|
|
|
$
|
2,899,393
|
|
PIMCO
Total Return Fund Class D
|
|
$
|
3,451,134
|
|
|
$
|
2,845,088
|
|
Third
Avenue Value Fund
|
|
|
**
|
|
|
$
|
2,803,967
|
|
American
Beacon Large Cap Value Fund
|
|
$
|
2,517,585
|
|
|
$
|
2,040,559
|
|
Hudson
Highland Group Stock Fund
|
|
$
|
5,175,252
|
|
|
$
|
|
**
|
** Amount
is not presented for comparative purposes since the investment represents less
than 5% of the Plan's net assets for the respective years.
The
Plan’s investments (including gains and losses on investments bought and sold,
as well as unrealized appreciation and depreciation on investments held at year
end) appreciated in value by $11,020,971 for the year ended December 31, 2009 as
follows:
|
|
Realized
|
|
|
Unrealized
|
|
Mutual
funds
|
|
$
|
1,350,591
|
|
|
$
|
4,145,878
|
|
Common/collective
trusts
|
|
|
95,277
|
|
|
|
1,109,254
|
|
Common
stocks
|
|
|
(17,179
|
)
|
|
|
372,342
|
|
Hudson
Highland Group stock fund
|
|
|
520,729
|
|
|
|
3,444,079
|
|
Net
appreciation in fair value of investments
|
|
$
|
1,949,418
|
|
|
$
|
9,071,553
|
|
HUDSON
HIGHLAND GROUP, INC. 401(k) SAVINGS PLAN
NOTES
TO FINANCIAL STATEMENTS
NOTE
8. FORM 5500 RECONCILIATION
The
following is a reconciliation of net assets available for benefits per the
financial statements at December 31, 2009 and 2008 and net increase in net
assets available for benefits per the financial statements for the year ended
December 31, 2009 to Form 5500:
|
|
2009
|
|
|
2008
|
|
Net
assets available for benefits per the financial statements
|
|
$
|
47,623,316
|
|
|
$
|
38,707,055
|
|
Adjustment
from contract value to fair value for fully benefit-responsive investment
contracts
|
|
|
59,045
|
|
|
|
(392,185
|
)
|
Net
assets available for benefits per the Form 5500
|
|
$
|
47,682,361
|
|
|
$
|
38,314,870
|
|
|
|
|
|
|
|
|
|
|
|
|
2009
|
|
|
|
|
|
Net
increase in net assets available for benefits per the financial
statements
|
|
$
|
8,916,261
|
|
|
|
|
|
Adjustment
from contract value to fair value for fully benefit-responsive investment
contracts
|
|
|
451,230
|
|
|
|
|
|
Net
increase in net assets available for benefits per Form
5500
|
|
$
|
9,367,491
|
|
|
|
|
|
The
accompanying financial statements present fully benefit-responsive contracts at
contract value. The Form 5500 requires fully benefit-responsive contracts to be
reported at fair value. Therefore, the adjustment from contract value to fair
value for fully benefit-responsive contracts represents a reconciling item. See
note 2 for further information.
HUDSON
HIGHLAND GROUP, INC. 401(k) SAVINGS PLAN
SCHEDULE
H, LINE 4i - SCHEDULE OF ASSETS (HELD AT END OF YEAR)
As
of December 31, 2009
|
|
EIN: 59-3547281
|
|
Plan 001
|
|
|
|
|
|
|
|
|
|
|
( c )
|
|
|
|
|
|
|
|
|
|
|
Description of investment including maturity
|
|
|
|
|
|
|
|
|
(b)
|
|
date, rate of interest, collateral, par, or
|
|
(d)
|
|
|
(e)
|
|
(a)
|
|
Identity of issuer or similar party
|
|
maturity value
|
|
Cost
|
|
|
Current value
|
|
|
|
Thornburg
International Value I Fund
|
|
222,160
shares
|
|
|
**
|
|
|
$
|
5,636,196
|
|
|
|
American
Funds Growth Fund of America R3
|
|
164,855
shares
|
|
|
**
|
|
|
|
4,439,538
|
|
*
|
|
Schwab
S&P 500 Index Fund
|
|
216,718
shares
|
|
|
**
|
|
|
|
3,757,897
|
|
|
|
PIMCO
Total Return Fund Class D
|
|
319,549
shares
|
|
|
**
|
|
|
|
3,451,134
|
|
|
|
Oakmark
Equity Income Fund
|
|
127,821
shares
|
|
|
**
|
|
|
|
3,264,536
|
|
|
|
American
Beacon Large Cap Value Fund
|
|
155,324
shares
|
|
|
**
|
|
|
|
2,517,585
|
|
|
|
Ranier
Small/Mid Cap Equity Fund
|
|
63,201
shares
|
|
|
**
|
|
|
|
1,653,333
|
|
|
|
Loomis
Saules Small Cap Value Fund
|
|
18,813
shares
|
|
|
**
|
|
|
|
399,408
|
|
*
|
|
Schwab
Stable Value Fund
|
|
459,769
shares
|
|
|
**
|
|
|
|
8,616,352
|
|
*
|
|
Schwab
Managed Retirement 2030
|
|
106,044
shares
|
|
|
**
|
|
|
|
1,660,644
|
|
*
|
|
Schwab
Managed Retirement 2040
|
|
99,239
shares
|
|
|
**
|
|
|
|
1,551,101
|
|
*
|
|
Schwab
Managed Retirement 2020
|
|
94,389
shares
|
|
|
**
|
|
|
|
1,441,324
|
|
*
|
|
Schwab
Managed Retirement 2010
|
|
40,551
shares
|
|
|
**
|
|
|
|
598,122
|
|
*
|
|
Schwab
Managed Retirement 2050
|
|
5,772
shares
|
|
|
**
|
|
|
|
46,463
|
|
*
|
|
Schwab
Managed Retirement Inc
|
|
2,071
shares
|
|
|
**
|
|
|
|
24,500
|
|
*
|
|
Hudson
Highland Group Stock Fund
|
|
$181,065
of cash and 1,053,325 shares
|
|
|
**
|
|
|
|
5,175,252
|
|
|
|
Self-Directed
Brokerage Accounts
|
|
Various
|
|
|
**
|
|
|
|
2,308,536
|
|
*
|
|
Member
Loans
|
|
Interest
rates ranging from 3.25% to 8.25%, maturing over 5 years
|
|
|
-
|
|
|
|
473,033
|
|
|
|
Total
|
|
|
|
|
|
|
|
$
|
47,014,954
|
|
*
|
A
party-in-interest as defined by
ERISA.
|
**
|
Cost
information is not required to be disclosed for member directed
transactions under an individual account
plan.
|
See
accompanying Report of Independent Registered Public Accounting
Firm
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Compensation
Committee of Hudson Highland Group, Inc. has duly caused this annual report to
be signed on its behalf by the undersigned hereunto duly
authorized.
|
|
Hudson
Highland Group, Inc. 401(k) Savings Plan
|
|
|
(Name
of Plan)
|
|
|
|
|
|
By:
/s/Margaretta R. Noonan
|
|
|
Margaretta
R. Noonan
|
|
|
Senior
Human Resources Officer
|
|
|
Hudson
Highland Group,
Inc.
|
Date:
June 22, 2010
HUDSON
HIGHLAND GROUP, INC. 401(k) SAVINGS PLAN
EXHIBIT
INDEX
|
|
DESCRIPTION
|
23.1
|
|
Consent
of KPMG LLP, Independent Registered Public Accounting
Firm
|
Hudson Highland (NASDAQ:HHGP)
Historical Stock Chart
From Apr 2024 to May 2024
Hudson Highland (NASDAQ:HHGP)
Historical Stock Chart
From May 2023 to May 2024