Exhibit 99.2
HUDSON HIGHLAND GROUP, INC.
UNAUDITED PRO FORMA FINANCIAL INFORMATION
The unaudited pro forma financial information filed herewith as Exhibit 99.2 is incorporated herein by reference and reflects the unaudited pro forma consolidated condensed statements of operations of Hudson Highland Group, Inc. (the “Company”) for the nine months ended September 30, 2007 and the year ended December 31, 2006 and the unaudited pro forma condensed consolidated balance sheet of the Company as of September 30, 2007 reflecting the sale (the “Sale”) of the Company’s Netherlands work and mobility subsidiary, Hudson Human Capital Solutions B.V., (“HHCS”). The unaudited pro forma consolidated condensed statements of operations for the nine months ended September 30, 2007 and the year ended December 31, 2006 give effect to the Sale as if it occurred on January 1, 2006. The unaudited pro forma condensed consolidated balance sheet as of September 30, 2007 gives effect to the Sale as if it occurred on September 30, 2007. The unaudited pro forma financial information is based on the historical financial statements of the Company after giving effect to the Sale and is not necessarily indicative of the financial position or results of operations of the Company that would have actually occurred had the Sale occurred as of January 1, 2006 or September 30, 2007. The unaudited pro forma consolidated condensed financial statements have been prepared based on preliminary estimates. In the opinion of management, all adjustments have been made that are necessary to present fairly the unaudited pro forma financial information. The unaudited pro forma financial information should be read in conjunction with the Company’s historical financial statements included in its Form 10-K for the year ended December 31, 2006 and Form 10-Q for the quarter and nine months ended September 30, 2007.
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HUDSON HIGHLAND GROUP, INC.
PRO FORMA CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
(in thousands, except share and per share amounts)
(Unaudited)
| | | | | | | | | | | | |
| | For the Nine Months Ended September 30, 2007 | |
| | As Reported | | | Pro Forma Adjustments (A) | | | Pro Forma Results | |
Revenue | | $ | 1,007,134 | | | $ | (10,765 | ) | | $ | 996,369 | |
Direct costs | | | 610,003 | | | | (5,844 | ) | | | 604,159 | |
| | | | | | | | | | | | |
Gross margin | | | 397,131 | | | | (4,921 | ) | | | 392,210 | |
Operating expenses: | | | | | | | | | | | | |
Selling, general and administrative expenses | | | 366,208 | | | | (4,432 | ) | | | 361,776 | |
Compensation on JMT acquisition | | | 3,551 | | | | — | | | | 3,551 | |
Depreciation and amortization | | | 11,396 | | | | (242 | ) | | | 11,154 | |
Business reorganization expenses | | | 4,638 | | | | — | | | | 4,638 | |
Merger and integration recoveries | | | (795 | ) | | | — | | | | (795 | ) |
| | | | | | | | | | | | |
Operating income | | | 12,133 | | | | (247 | ) | | | 11,886 | |
Other income (expense): | | | | | | | | | | | | |
Other, net | | | 3,675 | | | | 189 | | | | 3,864 | |
Interest, net | | | 514 | | | | (12 | ) | | | 502 | |
| | | | | | | | | | | | |
Income from continuing operations before provision for income taxes | | | 16,322 | | | | (70 | ) | | | 16,252 | |
Provision for income taxes | | | 12,478 | | | | — | | | | 12,478 | |
| | | | | | | | | | | | |
Income from continuing operations | | $ | 3,844 | | | $ | (70 | ) | | $ | 3,774 | |
| | | | | | | | | | | | |
Basic and diluted per share: | | | | | | | | | | | | |
Income from continuing operations | | $ | 0.15 | | | | | | | $ | 0.15 | |
| | | | | | | | | | | | |
Weighted average shares outstanding: | | | | | | | | | | | | |
Basic | | | 25,205,000 | | | | | | | | 25,205,000 | |
Diluted | | | 25,958,000 | | | | | | | | 25,958,000 | |
The accompanying note is an integral part of this financial statement.
HUDSON HIGHLAND GROUP, INC.
PRO FORMA CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
(in thousands, except share and per share amounts)
(Unaudited)
| | | | | | | | | | | | |
| | For the Year Ended December 31, 2006 | |
| | As Reported | | | Pro Forma Adjustments(A) | | | Pro Forma Results | |
Revenue | | $ | 1,373,473 | | | $ | (18,674 | ) | | $ | 1,354,799 | |
Direct costs | | | 878,874 | | | | (9,753 | ) | | | 869,121 | |
| | | | | | | | | | | | |
Gross margin | | | 494,599 | | | | (8,921 | ) | | | 485,678 | |
Operating expenses: | | | | | | | | | | | | |
Selling, general and administrative expenses | | | 461,280 | | | | (7,355 | ) | | | 453,925 | |
Depreciation and amortization | | | 20,372 | | | | (438 | ) | | | 19,934 | |
Business reorganization expenses | | | 6,048 | | | | — | | | | 6,048 | |
Merger and integration expenses | | | 373 | | | | — | | | | 373 | |
| | | | | | | | | | | | |
Operating income | | | 6,526 | | | | (1,128 | ) | | | 5,398 | |
Other income (expense): | | | | | | | | | | | | |
Other, net | | | 1,171 | | | | 399 | | | | 1,570 | |
Interest, net | | | (1,641 | ) | | | 7 | | | | (1,634 | ) |
| | | | | | | | | | | | |
Income from continuing operations before provision for income taxes | | | 6,056 | | | | (722 | ) | | | 5,334 | |
Provision for income taxes | | | 4,544 | | | | (95 | ) | | | 4,449 | |
| | | | | | | | | | | | |
Income from continuing operations | | $ | 1,512 | | | $ | (627 | ) | | $ | 885 | |
| | | | | | | | | | | | |
Basic and diluted per share: | | | | | | | | | | | | |
Income from continuing operations | | $ | 0.06 | | | | | | | $ | 0.04 | |
| | | | | | | | | | | | |
Weighted average shares outstanding: | | | | | | | | | | | | |
Basic | | | 24,471,000 | | | | | | | | 24,471,000 | |
Diluted | | | 25,239,000 | | | | | | | | 25,239,000 | |
The accompanying note is an integral part of this financial statement.
HUDSON HIGHLAND GROUP, INC.
PRO FORMA CONSOLIDATED CONDENSED BALANCE SHEETS
(in thousands)
(unaudited)
| | | | | | | | | | |
| | As of September 30, 2007 |
| | As Reported | | Pro Forma Adjustments(B) | | | Pro Forma Results |
ASSETS | | | | | | | | | | |
Current assets: | | | | | | | | | | |
Cash and cash equivalents | | $ | 34,874 | | $ | (2,585 | ) | | $ | 32,289 |
Accounts receivable, net | | | 233,105 | | | (2,879 | ) | | $ | 230,226 |
Prepaid and other | | | 17,163 | | | (332 | ) | | | 16,831 |
Current assets of discontinued operations | | | 4,129 | | | — | | | | 4,129 |
| | | | | | | | | | |
Total current assets | | | 289,271 | | | (5,796 | ) | | | 283,475 |
Intangibles, net | | | 76,521 | | | — | | | | 76,521 |
Property and equipment, net | | | 29,187 | | | (343 | ) | | | 28,844 |
Other assets | | | 8,147 | | | (740 | ) | | | 7,407 |
Non-current assets of discontinued operations | | | 8 | | | — | | | | 8 |
| | | | | | | | | | |
Total assets | | $ | 403,134 | | $ | (6,879 | ) | | $ | 396,255 |
| | | | | | | | | | |
| | | |
LIABILITIES AND STOCKHOLDERS’ EQUITY | | | | | | | | | | |
Current liabilities: | | | | | | | | | | |
Accounts payable | | $ | 32,116 | | $ | (1,200 | ) | | $ | 30,916 |
Accrued expenses and other current liabilities | | | 131,408 | | | (4,822 | ) | | | 126,586 |
Short-term borrowings and current portion of long-term debt | | | 15,494 | | | — | | | | 15,494 |
Accrued business reorganization expenses | | | 3,483 | | | — | | | | 3,483 |
Accrued merger and integration expenses | | | 440 | | | — | | | | 440 |
Current liabilities of discontinued operations | | | 539 | | | — | | | | 539 |
| | | | | | | | | | |
Total current liabilities | | | 183,480 | | | (6,022 | ) | | | 177,458 |
Other non-current liabilities | | | 20,205 | | | — | | | | 20,205 |
Accrued business reorganization expenses, non-current | | | 3,763 | | | — | | | | 3,763 |
Accrued merger and integration expenses, non-current | | | 398 | | | — | | | | 398 |
Long-term debt, less current portion | | | 27 | | | — | | | | 27 |
| | | | | | | | | | |
Total liabilities | | | 207,873 | | | (6,022 | ) | | | 201,851 |
| | | | | | | | | | |
Total stockholders’ equity | | | 195,261 | | | (857 | ) | | | 194,404 |
| | | | | | | | | | |
| | $ | 403,134 | | $ | (6,879 | ) | | $ | 396,255 |
| | | | | | | | | | |
The accompanying note is an integral part of this financial statement.
HUDSON HIGHLAND GROUP, INC.
NOTE TO PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS
Note 1. Pro Forma Adjustments
The accompanying unaudited pro forma consolidated condensed financial statements give effect to the following pro forma adjustments necessary to reflect the disposition and discontinuation of operations of the work and mobility business as outlined in the proceeding introduction as if the disposition occurred on January 1, 2006 in the unaudited pro forma consolidated condensed statements of operations and on September 30, 2007 in the unaudited pro forma consolidated condensed balance sheet.
| (A) | Reduction of revenue and expenses are the result of the disposition of HHCS. These amounts do not consider an allocation of corporate overhead to HHCS and therefore, selling general and administrative expenses do not reflect any potential reductions in costs in response to this change in the Company. These amounts are expected to be immaterial. |
| (B) | Reduction of assets and liabilities are as a result of the disposition of HHCS and includes cash of $0.7 million from the proceeds, less other estimated payments and costs related to the disposition ($1.6 million). |