EX-99.1
Published on February 16, 2016
Exhibit 99.1
HG (Luxembourg) S.à r.l.
Annual Consolidated Financial Statements
For the year ended September 30, 2014
Contents
Report of independent auditors |
2 | |||
Consolidated statement of comprehensive income |
3 | |||
Consolidated statement of changes in equity |
4 | |||
Consolidated statement of financial position |
5 | |||
Consolidated statement of cash flows |
6 | |||
Notes to the consolidated financial statements |
7 - 47 |
KPMG LLP 1601 Market Street Philadelphia, PA 19103-2499 |
Independent Auditors Report
The Board of Directors and Shareholders
HG (Luxembourg) S.a.r.l.:
We have audited the accompanying consolidated financial statements of HG (Luxembourg) S.a.r.l. and subsidiaries (the Group), which comprise the consolidated statements of financial position as of September 30, 2014 and 2013, and the related consolidated statement of comprehensive income, changes in equity, and cash flows for the year then ended, and the related notes to the consolidated financial statements.
Managements Responsibility for the Financial Statements
Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.
Auditors Responsibility
Our responsibility is to express an opinion on these consolidated financial statements based on our audit. We conducted our audit in accordance with auditing standards generally accepted in the United States of America and International Standards on Auditing. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The procedures selected depend on the auditors judgment, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entitys preparation and fair presentation of the consolidated financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entitys internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Opinion
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Group as of September 30, 2014 and 2013, and the results of its operations and its cash flows for the years then ended in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board.
Philadelphia, Pennsylvania
February 16, 2016
KPMG LLP is a Delaware limited liability partnership,
the U.S. member firm of KPMG International Cooperative
(KPMG International), a Swiss entity.
HG (Luxembourg) S.à r.l.
2014 Annual Consolidated Financial Statements
Consolidated statement of comprehensive income
for the year September 30, 2014
2014 | 2013 | |||||||||||
Note | $000 | $000 | ||||||||||
Continuing operations |
||||||||||||
Group revenues |
18 | 532,945 | 510,746 | |||||||||
Cost of revenues |
23 | (339,089 | ) | (339,739 | ) | |||||||
|
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Gross profit |
193,856 | 171,007 | ||||||||||
General administrative expenses |
23 | (174,045 | ) | (159,161 | ) | |||||||
|
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Profit from operations |
19,811 | 11,846 | ||||||||||
Finance income |
24 | 702 | 531 | |||||||||
Finance costs |
24 | (1,326 | ) | (1,989 | ) | |||||||
|
||||||||||||
Profit before taxation |
19,187 | 10,388 | ||||||||||
Tax expense |
25 | (11,197 | ) | (3,368 | ) | |||||||
|
||||||||||||
Profit for the year |
7,990 | 7,020 | ||||||||||
|
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Other comprehensive income: |
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Items that will not be reclassified to profit or loss: |
||||||||||||
Actuarial gain / (loss) relating to retirement benefit obligations |
15 | (5,159 | ) | 7,268 | ||||||||
Deferred tax attributable to actuarial gain / loss |
25 | 1,973 | (2,817 | ) | ||||||||
Items that may be reclassified to profit or loss: |
||||||||||||
Exchange adjustments on foreign currency net investments |
2 | 844 | (2,196 | ) | ||||||||
Other unrealized gains |
25 | 12 | 148 | |||||||||
|
||||||||||||
Other comprehensive income / (loss) for the year, net of tax |
(2,330 | ) | 2,403 | |||||||||
|
||||||||||||
Total comprehensive income for the year |
5,660 | 9,423 | ||||||||||
|
The statement of comprehensive income is required under International Accounting Standard No. 1, Presentation of Financial Statements (IAS 1). It is designed to show the extent to which shareholders funds have increased or decreased from all the gains and losses recognized throughout the year.
The notes are an integral part of these consolidated financial statements.
3
HG (Luxembourg) S.à r.l.
2014 Annual Consolidated Financial Statements
Consolidated statement of changes in equity
for the year September 30, 2014
Note | Share capital $000 |
Cumulative translation reserve $000 |
Retained earnings $000 |
Total $000 |
||||||||||||||||
Shareholders equity - 30 September 2012 |
132 | 364 | 14,262 | 14,758 | ||||||||||||||||
Profit for the year |
| | 7,020 | 7,020 | ||||||||||||||||
Exchange adjustments on foreign currency |
2 | | (2,196 | ) | | (2,196 | ) | |||||||||||||
Actuarial gain relating to retirement benefit obligations |
15 | | | 7,268 | 7,268 | |||||||||||||||
Movement on deferred tax attributable to actuarial movements |
25 | | | (2,817 | ) | (2,817 | ) | |||||||||||||
Other unrealized gains |
25 | | | 148 | 148 | |||||||||||||||
|
||||||||||||||||||||
Total comprehensive income / (loss) for the period |
| (2,196 | ) | 11,619 | 9,423 | |||||||||||||||
Loss on the redemption of equity certificates |
| | (1,344 | ) | (1,344 | ) | ||||||||||||||
|
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Shareholders equity - 30 September 2013 |
132 | (1,832 | ) | 24,537 | 22,837 | |||||||||||||||
Profit for the year |
| | 7,990 | 7,990 | ||||||||||||||||
Exchange adjustments on foreign currency |
2 | | 844 | | 844 | |||||||||||||||
Actuarial loss relating to retirement benefit obligation |
15 | | | (5,159 | ) | (5,159 | ) | |||||||||||||
Movement on deferred tax attributable to actuarial movements |
25 | | | 1,973 | 1,973 | |||||||||||||||
Other unrealized gains |
25 | | | 12 | 12 | |||||||||||||||
|
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Total comprehensive income for the period |
| 844 | 4,816 | 5,660 | ||||||||||||||||
Loss on the redemption of equity certificates |
10 | | | (12,755 | ) | (12,755 | ) | |||||||||||||
|
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Shareholders equity - 30 September 2014 |
132 | (988 | ) | 16,598 | 15,742 | |||||||||||||||
|
The notes are an integral part of these consolidated financial statements.
4
HG (Luxembourg) S.à r.l.
2014 Annual Consolidated Financial Statements
Consolidated statement of financial position
as of September 30, 2014
2014 | 2013 | |||||||||||
Note | $000 | $000 | ||||||||||
Non-current assets: |
||||||||||||
Goodwill |
9 | 8,385 | 496 | |||||||||
Intangible assets |
9 | 13,951 | 2,665 | |||||||||
Property and equipment |
8 | 14,893 | 12,559 | |||||||||
Deferred tax assets |
25 | 33,777 | 32,554 | |||||||||
Other debtors |
4,715 | 3,744 | ||||||||||
|
||||||||||||
Total non-current assets |
75,721 | 52,018 | ||||||||||
Current assets: |
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Cash and cash equivalents |
5, 6 | 48,774 | 59,395 | |||||||||
Trade and other receivables |
7 | 138,433 | 122,453 | |||||||||
Prepayments and other debtors |
2 | 9,720 | 10,379 | |||||||||
|
||||||||||||
Total current assets |
196,927 | 192,227 | ||||||||||
|
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Total assets |
272,648 | 244,245 | ||||||||||
Current liabilities |
||||||||||||
Finance leases |
11 | 241 | 356 | |||||||||
Trade and other payables |
12 | 40,310 | 37,446 | |||||||||
Accrued compensation |
13 | 58,393 | 52,351 | |||||||||
Deferred income |
2 | 73,224 | 64,384 | |||||||||
Due to related party - parent entity |
10 | 13,781 | | |||||||||
Contingent consideration |
4 | 2,050 | | |||||||||
Current tax liabilities |
25 | 1,657 | 6,629 | |||||||||
|
||||||||||||
Total current liabilities |
189,656 | 161,166 | ||||||||||
|
||||||||||||
Net current assets |
7,271 | 31,061 | ||||||||||
Non-current liabilities |
||||||||||||
Finance leases |
11 | 376 | 147 | |||||||||
Retirement benefit obligation |
15 | 27,126 | 21,947 | |||||||||
Non-current tax liabilities |
25 | 684 | 2,922 | |||||||||
Deferred tax liabilities |
25 | 3,325 | 575 | |||||||||
Accrued compensation |
2 | 12,517 | 11,162 | |||||||||
Due to related party - parent entity |
10 | 80 | 102 | |||||||||
Long term provision |
14 | 23,142 | 23,387 | |||||||||
|
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Total non-current liabilities |
67,250 | 60,242 | ||||||||||
|
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Total liabilities |
256,906 | 221,408 | ||||||||||
|
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Net assets |
15,742 | 22,837 | ||||||||||
|
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Equity |
||||||||||||
Share capital |
16 | 132 | 132 | |||||||||
Cumulative translation reserve |
2 | (988 | ) | (1,832 | ) | |||||||
Retained earnings |
16,598 | 24,537 | ||||||||||
|
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Total equity shareholders funds |
15,742 | 22,837 | ||||||||||
|
The notes are an integral part of these consolidated financial statements.
5
HG (Luxembourg) S.à r.l.
2014 Annual Consolidated Financial Statements
Consolidated statement of cash flows
for the year September 30, 2014
2014 | 2013 | |||||||||||
Note | $000 | $000 | ||||||||||
Profit for the year |
7,990 | 7,020 | ||||||||||
Adjustments for: |
||||||||||||
Tax expense |
25 | 11,197 | 3,368 | |||||||||
Finance costs |
24 | 1,326 | 1,989 | |||||||||
Finance income |
24 | (702 | ) | (531 | ) | |||||||
Depreciation of property and equipment |
8 | 5,369 | 5,224 | |||||||||
Amortization of intangible assets |
9 | 1,397 | 714 | |||||||||
Gain on disposal of property and equipment |
23 | (297 | ) | (47 | ) | |||||||
Increase / (decrease) in provisions |
14 | (73 | ) | 13,799 | ||||||||
|
||||||||||||
Operating cash flows before movements in working capital |
26,207 | 31,536 | ||||||||||
Increase in assets |
(22,656 | ) | (12,538 | ) | ||||||||
Increase / (decrease) in liabilities |
22,623 | (3,275 | ) | |||||||||
|
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Cash generated by operations |
26,174 | 15,723 | ||||||||||
Income taxes paid |
(13,294 | ) | (9,172 | ) | ||||||||
|
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Net cash inflow from operating activities |
12,880 | 6,551 | ||||||||||
Cash flows from investing activities |
||||||||||||
Acquisition, net of cash acquired |
(12,985 | ) | | |||||||||
Interest received |
24 | 702 | 531 | |||||||||
Purchases of property and equipment |
8 | (7,879 | ) | (5,440 | ) | |||||||
Purchases of intangible assets |
9 | (5,146 | ) | (1,648 | ) | |||||||
Proceeds on the sale of tangible fixed assets |
358 | 312 | ||||||||||
|
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Net cash used in investment activities |
(24,950 | ) | (6,245 | ) | ||||||||
Cash flows from financing activities |
||||||||||||
Repayment of equity certificates to parent entity |
10 | (13,101 | ) | (12,834 | ) | |||||||
Increase in / (repayment of) borrowings with parent entity |
10 | 13,725 | (226 | ) | ||||||||
Interest paid |
24 | (382 | ) | (284 | ) | |||||||
Payment of finance lease liability |
11 | (461 | ) | (618 | ) | |||||||
|
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Net cash used in financing activities |
(219 | ) | (13,962 | ) | ||||||||
|
||||||||||||
Net decrease in cash and cash equivalents |
(12,289 | ) | (13,656 | ) | ||||||||
Cash and cash equivalents at the beginning of the year |
59,395 | 74,317 | ||||||||||
Effect of foreign exchange rate changes |
1,668 | (1,266 | ) | |||||||||
|
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Cash and cash equivalents at the end of the year |
48,774 | 59,395 | ||||||||||
|
Purchases of property and equipment that are part of finance lease arrangements are non cash transactions. As such, property and equipment purchases of $633,000 (2013: $209,000) are excluded from the statement of cash flows.
The notes are an integral part of these consolidated financial statements.
6
HG (Luxembourg) S.à r.l.
2014 Annual Consolidated Financial Statements
Notes to the consolidated financial statements
for the year September 30, 2014
1. Reporting entity
HG (Luxembourg) S.à r.l. (HG Luxembourg) is a limited liability company incorporated in Luxembourg. The address of the registered office is 412F, route dEsch, L-1030, Luxembourg. The nature of HG Luxembourgs operations and its principal activity are discussed in Revenue Recognition.
HG Luxembourg is a wholly owned subsidiary of HG (Bermuda) Limited, which is also the ultimate controlling party.
The 2014 annual consolidated financial statements have been approved by management and were authorized for issuance on February 16, 2015.
2. Significant accounting policies
The following accounting policies have been applied consistently in dealing with items which are considered material in relation to the financial statements.
Basis of consolidation and presentation
The consolidated financial statements of HG Luxembourg have been prepared in accordance with International Financial Reporting Standards (IFRS).
The consolidated financial statements include HG Luxembourg and its subsidiaries (collectively, the Group or the Company) at September 30, 2014 and 2013 and for the years ended September 30, 2014 and 2013. The consolidated financial statements have been prepared using the U.S. Dollar as the presentational currency of the consolidated group. Unless stated, all figures are disclosed in US dollars. Management believes that this is appropriate on the basis that this is what is required by the principal stakeholders, specifically, the shareholder of the Company and the banks that provide the Companys principal credit facilities. Moreover, the United States represents the largest single country market for the Company and is the jurisdiction in which the largest amount of taxes are paid. Figures disclosed in thousands of USD ($000) are rounded and may result in differences compared to the unrounded figures.
A subsidiary is an entity that is controlled by another entity, known as the parent. Control is the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities. The results of subsidiaries acquired or disposed of during the year are consolidated from and up to the date of change of control. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used in line with those used by the Group. The consolidated financial statements are prepared under the historical cost convention, except for certain financial instruments which are measured at fair value. All significant intercompany transactions and balances between Group entities are eliminated in consolidation. The acquisition method of accounting has been adopted. The balances of the companies included in the consolidation were as of the reporting date of the Group financial statements on the basis of uniform accounting policies.
As HG Luxembourg does not have any operations, its obligations are funded by its subsidiaries. Due to the profitability and cash flows of the subsidiaries, management has a reasonable expectation that the Group will have adequate resources to continue in operational existence for the foreseeable future. Accordingly, management continues to adopt the going concern basis in preparing the annual financial report.
7
HG (Luxembourg) S.à r.l.
2014 Annual Consolidated Financial Statements
Notes to the consolidated financial statements
for the year September 30, 2014
2. Significant accounting policies (continued)
Standards and interpretations to existing standards that are not yet effective and have not been early adopted by the Group
IAS 28 (Revised) Investments in Associates and Joint Ventures provides guidance on the requirements for the application of the equity method when accounting for investments in associates and joint ventures. It is effective for accounting periods beginning on or after January 1, 2014. This is not expected to have a significant impact on the Group.
IAS 32 (Amended) Financial Instruments: Presentation clarifies the requirements for offsetting financial assets and financial liabilities on the statement of financial position. It is effective for accounting periods beginning on or after January 1, 2014. This is not expected to have a significant impact on the Group.
IAS 36 (Amended) Impairment of Assets changes the disclosure requirements for the impairment of assets when the recoverable amount is determined based on fair value less costs of disposal. It is effective for accounting periods beginning on or after January 1, 2014. This is not expected to have a significant impact on the Group.
IAS 39 (Amended) Financial Instruments: Recognition and Measurement requires an entity to discontinue hedge accounting for a derivative that has been designated as a hedging instrument where the derivative is novated to a central counterparty. It is effective for accounting periods beginning on or after January 1, 2014. This is not expected to have a significant impact on the Group.
IFRS 10 Consolidated Financial Statements replaces all of the guidance on control and consolidation in IAS 27 Separate Financial Statements and changes the definition of control so that the same criteria to determine control are applied by all entities. It is effective for accounting periods beginning on or after January 1, 2013. This is not expected to have a significant impact on the Group.
IFRS 11 Joint Arrangements establishes the principles for financial reporting by entities involved in joint arrangements. It is effective for accounting periods beginning on or after January 1, 2013. This is not expected to have a significant impact on the Group.
IFRS 12 Disclosure of Interests in Other Entities requires entities to disclose information that helps the users of the financial statements to evaluate the nature, risk and financial effects associated with the entitys interests in subsidiaries, associates and joint arrangements. It is effective for accounting periods beginning on or after January 1, 2013.This is not expected to have a significant impact on the Group.
IFRIC 21 Levies establishes the principles on recognizing liabilities from a government imposed levy. It is effective for accounting periods beginning on or after January 1, 2014. This is not expected to have a significant impact on the Group.
IFRS 15 Revenue from Contracts with Customers establishes the principles for reporting useful information arising from a contract with a customer. It is effective for accounting periods beginning on or after January 1, 2017. This is not expected to have a significant impact on the Group.
8
HG (Luxembourg) S.à r.l.
2014 Annual Consolidated Financial Statements
Notes to the consolidated financial statements
for the year September 30, 2014
2. Significant accounting policies (continued)
Translation of foreign currencies
Companies
Transactions in foreign currencies are recorded at the exchange rate ruling at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are remeasured at the exchange rate ruling at the reporting date. All differences are taken to profit and loss.
Group
For the purposes of consolidation, the closing rate method is used. The statements of financial position of foreign subsidiaries are translated at the exchange rate ruling at the reporting date. The profit and loss accounts of foreign subsidiaries are translated at the average rates of exchange during the year. All differences are recognized directly in the cumulative translation reserve account, except in the case of hyperinflationary countries, where the differences are recorded in the consolidated statement of comprehensive income.
Financial instruments
A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or equity instrument of another entity. Cash and cash equivalents, trade and other receivables and other debtors are presented as financial assets. Trade and other payables and finance lease obligations are presented as financial liabilities.
All financial assets and liabilities may be designated, upon initial recognition, at fair value through profit or loss if they fulfill the requirements in IAS 39 (fair value option). This option has not been exercised to date.
Financial assets
Receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. After initial recognition, receivables are measured at amortized cost less any impairment losses.
Fair value of financial assets and liabilities
Where the fair value of financial assets and liabilities is disclosed or stated, it is generally derived from the market or stock exchange value. In the absence of an active market, the fair value is determined according to recognized methods of financial modeling.
Cash and cash equivalents
Cash and cash equivalents include cash on hand and demand deposits as well as financial assets that are readily convertible to cash and which are only subject to an insignificant risk of change in value.
The statement of cash flows has been prepared using the indirect method. The cash items presented in the statement of cash flows are comprised of cash and cash equivalents. Cash flows denominated in foreign currencies have been translated at average estimated exchange rates. Exchange differences affecting cash items are shown separately in the cash flow statement. Interest paid and received and income taxes paid are separately presented. Transactions not resulting in inflow or outflow of cash, including capital additions relating to finance leases, are not recognized in the statement of cash flows, but are separately disclosed as non-cash transactions.
9
HG (Luxembourg) S.à r.l.
2014 Annual Consolidated Financial Statements
Notes to the consolidated financial statements
for the year September 30, 2014
2. Significant accounting policies (continued)
Trade receivables
Trade receivables are recognized based on the nature of the service provided and the terms of the contract. A provision for uncollectable trade receivables is established to the extent that recovery of receivables is uncertain. When a trade receivable is determined to be uncollectable it is written off, first against any provision available and then to the consolidated statement of comprehensive income. Subsequent recoveries of amounts previously provided for are credited to the consolidated statement of comprehensive income.
Prepayments
Prepayments consist of advances paid for rent, insurance, maintenance contracts and other expenses.
Property and equipment
Property and equipment include fixtures, fittings, office equipment, computer equipment and leasehold improvements, which are stated at cost less depreciation. These assets are depreciated using the straight-line method over the following useful economic lives:
Fixtures, fittings and office equipment |
3-8 years | |||
Computer equipment |
3-5 years |
Leasehold improvements are depreciated over the lesser of the lease term or the useful economic life of the asset. Upon disposal of tangible assets, the cost and accumulated depreciation and impairments are removed from the financial statements and the net amount, less any proceeds, is taken to the consolidated statement of comprehensive income.
Goodwill
Goodwill, representing the difference between the fair value of the purchase consideration for any business and the fair value of the identifiable net assets acquired, is recognized as a residual. If, after reassessment, the Groups interest in the net fair value of the acquirees identifiable assets and liabilities exceeds the cost of the business acquired, the excess is recognized as a gain on a bargain purchase after a reassessment of the appropriateness of all the assets acquired and the liabilities assumed. Goodwill is tested annually for impairment or when there is an indication of impairment at the cash generating unit level to which the goodwill pertains. An impairment loss recognized for goodwill is not reversed in a subsequent period. On disposal of a subsidiary, the attributable amount of goodwill is included in the determination of the profit or loss on disposal.
Intangible assets
Intangible assets (e.g. trade names, certain proprietary methods and other similar rights) acquired as part of a business combination are stated at their fair value at the date of acquisition, as determined by a valuation undertaken by an outside expert, and are amortized over their useful economic lives. Algorithms, customer relationships, and other intangible assets have stated economic lives that range from three to nine years. Trademarks and tradenames are currently assessed as having indefinite economic lives because there is presently no foreseeable limit to the period of time over which they are expected to contribute cash flows. Management establishes the useful economic lives with regard to the nature of the individual asset. Purchased computer software licenses are capitalized as intangible assets on the basis of the costs incurred to acquire and bring into use the specific software. These costs are amortized over their estimated useful lives, which do not exceed three years. Costs associated with developing software are capitalized as intangible assets when they are separable or arise from contractual or other legal rights. Costs associated with maintaining computer software programs are recognized as an expense as incurred.
Impairment of tangible and intangible assets
Assets that have an indefinite useful life are not amortized but are subject to impairment testing annually and whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. Assets that have a finite life and are amortized are also tested for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognized to the extent that the carrying amount exceeds its recoverable amount.
10
HG (Luxembourg) S.à r.l.
2014 Annual Consolidated Financial Statements
Notes to the consolidated financial statements
for the year September 30, 2014
2. Significant accounting policies (continued)
Trade payables
Trade payables are initially recognized at fair value and thereafter are measured at amortized cost.
Provisions
Provisions for restructuring costs and legal claims are recognized when: the Group has a present legal or constructive obligation as a result of past events; it is probable that a transfer of economic benefits will be required to settle the obligation; and the amount can be reliably estimated. Provisions are not recognized for future operating losses.
Provisions are measured at the present value of the amount expected to be required to settle the obligation using a pre-tax rate that reflects current market assessments of the time value of money and the risk specific to the obligation.
Short-term and long-term accrued compensation
Short-term accrued compensation liabilities are accounted for under International Accounting Standards No. 19, Employee Benefits (IAS 19) representing short-term employee benefits and are measured at the amount of benefits expected to be paid.
Long-term accrued compensation liabilities are accounted for under IAS 19 and recognized when: the Group has a present or constructive obligation to compensate employees as a result of voluntary or involuntary termination of employment. The liabilities are measured based on plan rules, which require consideration for salary, time spent with the Company and average turnover of employees. The increase in the liability due to the passage of time is recognized as interest expense.
Retirement benefits
Defined benefit plans
Liabilities for defined benefit plans are calculated using the projected unit credit method as required by IAS 19. The amounts charged to profit from operations are the current service costs and gains and losses on settlements and curtailments. Past service costs are recognized immediately in the profit and loss account if the benefits have vested. If the benefits have not vested immediately, the costs are recognized over the period in which the vesting occurs. The interest costs and expected return on assets are presented as finance costs. Actuarial gains and losses are recognized immediately in other comprehensive income and will never be reclassified into profit or loss.
Defined contribution plans
For defined contribution plans the amount charged to the profit and loss account in respect of pension costs and other post-retirement benefits is the contributions payable in the year. Differences between contributions payable in the year and contributions actually paid are shown as either liabilities or prepayments in the statement of financial position.
Preferred equity certificates (PECs)
PECs are classified as financial liabilities and are accounted for at amortized cost. The holder of the PECs is entitled to receive a return on the PECs at a stated interest rate. Redemption of the PECs is at a fixed date at a redemption price equal to the sum of the par value for each outstanding PEC and the unpaid accrued interest, if any, on each outstanding PEC. Accrued interest is recognized in the statement of comprehensive income / loss, and shall be payable only if and to the extent declared by management that (i) the Company will not be insolvent after making such payment, (ii) such payment is made out of legally available funds, and (iii) that the funds used for the payment are not necessary to pay or provide reasonable reserves for the future payment of Company obligations.
11
HG (Luxembourg) S.à r.l.
2014 Annual Consolidated Financial Statements
Notes to the consolidated financial statements
for the year September 30, 2014
2. Significant accounting policies (continued)
Convertible preferred equity certificates (CPECs)
CPECs are classified as financial liabilities, accounted for at par value, and are repayable upon demand. At the option of the holder and upon consent of management they can be convertible into a number of the Companys ordinary shares determined by dividing the par value of such CPEC by the conversion price. In the event of redemption of CPECs above par value, the excess is charged directly to equity as dividends. Redemptions shall be payable only if and to the extent declared by management that (i) the Company will not be insolvent after making such payment, (ii) such payment is made out of legally available funds, and (iii) that the funds used for the payment are not necessary to pay or provide reasonable reserves for the future payment of Company obligations.
Revenue recognition
Revenue is measured at the fair value of the consideration received or receivable for services provided to third parties in the normal course of business. Revenue for services is recognized when the service has been provided and the right to consideration has been earned. When a service has been provided, but no billings made, the amount of the receivable is estimated and recognized as work in progress. The estimate is based on the nature of the services performed and the terms of the contract.
Management consulting services
Revenue is derived from the provision of management consulting services and represents the billing value of time spent on projects that is chargeable to clients. Revenue is accrued as work in progress as services are rendered. Prebilled revenue is deferred until such time as services are rendered.
Non-consulting revenues
Revenues derived from the provision of subscriber services are recognized monthly over the period of the subscription with a full months revenue recognized in the month when service starts. Revenues from the sale of reports are recognized at the time that the report is sold, unless the report is for later delivery, in which case recognition is deferred until delivery. Revenue is stated net of rechargeable expenses and sales or value added taxes.
Cost of revenues
Cost of revenues is comprised of direct labor, travel costs and report production costs.
General administrative expenses
General administrative expenses is comprised of infrastructure costs, the cost of management, corporate controlling, legal, accounting, consulting fees, marketing expenses and other overhead costs (including the amortization of intangible assets and depreciation of tangible assets).
Leases
Leases in which substantially all the risk and rewards of ownership are retained by the lessor and where the entity is the lessee are classified as operating leases. Payments made under operating leases (net of any incentives received from the lessor) are charged to profit or loss on a straight-line basis over the period of the lease.
The Group leases certain items of property, plant and equipment. Leases of property, plant and equipment where the Group has substantially all the risks and rewards of ownership are classified as finance leases. Finance leases are capitalized at the commencement of the lease at the lower of the fair value of the leased property or the present value of the minimum lease payments. In calculating the present value of the minimum lease payments, the discount rate used is the rate implicit in the lease agreement. Lease payments are apportioned between finance costs and the reduction of the outstanding lease liability. The property, plant and equipment acquired under finance leases is depreciated over the shorter of the useful life of the asset or the lease term.
12
HG (Luxembourg) S.à r.l.
2014 Annual Consolidated Financial Statements
Notes to the consolidated financial statements
for the year September 30, 2014
2. Significant accounting policies (continued)
Financial income and costs
Finance income comprises of interest income on cash and cash equivalents. Finance costs comprise of interest expense on borrowings (including facilities agreement), pension benefit obligations, and capital lease obligations.
Current and deferred income tax
The tax expense for the period comprises of current and deferred tax. Tax is recognized in profit or loss, except that a change attributable to an item of income or expense recognized as other comprehensive income is also recognized directly in other comprehensive income.
The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the Companys subsidiaries operate and generate taxable income. As the majority of income taxes for the Group are paid in the United States, the reconciliation of the tax charge for the year in Note 25 is calculated using the applicable federal corporate income tax rate in the United States.
Deferred tax is recognized on differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit and is accounted for using the balance sheet liability method. Deferred tax liabilities are generally recognized for all taxable temporary differences. Deferred tax assets are generally recognized for all deductible temporary differences to the extent that it is probable that taxable profits will be available against which such differences can be utilized.
The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered in the foreseeable future.
Deferred tax is calculated at the tax rates which are expected to apply in the period when the liability is settled or the asset is realized. Deferred tax is credited to profit or loss, except when it relates to items charged or credited directly to other comprehensive income, in which case the deferred tax is recorded in other comprehensive income.
Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current tax liabilities and when they are related to income taxes levied by the same taxation authority and the Group intends to settle its current assets and liabilities on a net basis.
Dividend distribution
Dividend distribution to the Companys shareholder is recognized as a liability in the Groups financial statements in the period in which the dividends are approved by the Companys Board of Managers.
Related party
All legal entities that can be controlled, jointly controlled or significantly influenced are considered to be a related party. Also, entities which can control the Company are considered a related party. In addition, statutory directors and other key management and close relatives are regarded as related parties.
Significant transactions with related parties are disclosed in the notes.
Reclassifications
Certain comparative amounts have been reclassified to conform with the current year presentation.
13
HG (Luxembourg) S.à r.l.
2014 Annual Consolidated Financial Statements
Notes to the consolidated financial statements
for the year September 30, 2014
3. Key sources of estimation uncertainty
Estimates and judgments are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. The preparation of the consolidated financial statements requires the development of estimates and judgments that affect the reported amounts of assets and liabilities, revenues and costs, and disclosures of contingent assets and liabilities at the date of the financial statements. Actual results may differ from these estimates under different assumptions or conditions. It is believed that the Groups key sources of estimation uncertainty are those described below.
Income taxes
The Group is subject to income taxes in numerous jurisdictions. Significant judgment is required in determining the worldwide provision for income taxes. There are many transactions and calculations for which the ultimate tax determination is uncertain. The Group recognizes liabilities for anticipated tax audit issues based on estimates of whether additional taxes will be due. Where the final outcome of these matters is different from the amounts that were initially recorded, such differences will impact the current and deferred income tax assets and liabilities in the period in which such determination is made.
Deferred tax assets
Deferred tax assets in respect of deductible temporary differences and tax loss carryforwards exceeding the deferred tax liabilities in respect of taxable temporary differences are recognized to the extent that it is probable that future taxable profit will be available to allow the deferred tax assets to be recovered.
Pension benefits
The present value of the pension obligations depends on a number of factors that are determined on an actuarial basis using a number of assumptions. Any changes in these assumptions will impact the carrying amount of the pension obligations.
The discount rate assumption is used to determine the net cost (income) for pensions. The Group determines the appropriate discount rate at the end of each year. This is the interest rate that is used to determine the present value of estimated future cash outflows expected to be required to settle the pension obligations. In determining the appropriate discount rate, the Group considers the interest rates of high-quality corporate bonds that are denominated in the currency in which the benefits will be paid, and have terms to maturity approximating the terms of the related pension liability.
Provisions
The Group is involved in litigation which requires judgment in terms of the provision being carried on the statement of financial position.
Work in Progress
Revenue and profit of fixed price contracts is recognized on a percentage-of-completion basis when the outcome of a contract can be estimated reliably. Management exercises judgment in determining whether a contracts outcome can be estimated reliably. Management also makes estimates of the total cost of professional services, or in some instances total contract costs, which are used in determining the value of amounts recoverable on contracts. Estimates are continually revised based on changes in the facts relating to each contract.
14
HG (Luxembourg) S.à r.l.
2014 Annual Consolidated Financial Statements
Notes to the consolidated financial statements
for the year September 30, 2014
4. Acquisition of business
On April 9, 2014 the Group acquired from Talent Q International, 100% of its online psychometric assessment, training and consulting business. The acquisition adds to the assessment services the Group offers clients as part of its people-related advisory services. It enables the Group to provide objective and actionable insights about applicants and employees at all levels in an organization.
In the six months from the acquisition date to September 30, 2014, Talent Q International contributed $3,163,000 of revenue and a loss of $1,256,000 to the Groups results. Assuming that the acquisition took place on October 1, 2013, the amounts of consolidated revenue and loss included in the Groups results, would have been approximately $537,253,000 and $6,303,000, respectively.
The major classes of assets acquired and liabilities assumed at the acquisition date are:
$000 | ||||
Property and equipment |
50 | |||
Intangible Assets |
8,222 | |||
Trade and other receivables |
2,092 | |||
Prepayments and other debtors |
548 | |||
Cash and cash equivalents |
465 | |||
Trade and other payables |
(1,742 | ) | ||
Accrued compensation |
(660 | ) | ||
Current tax liabilities |
(31 | ) | ||
Deferred tax liabilities |
(1,895 | ) | ||
|
||||
Fair value of identifiable net assets |
7,049 | |||
|
Trade and other receivables consist of contractual obligations of $2,325,000, of which $233,000 was expected to be uncollectible at the date of acquisition. A deferred tax benefit of $1,059,000 was recognized related to the valuation of the Groups pre-acquisition deferred tax assets resulting from the recognition of deferred tax liabilities related to the amortizable intangible assets of Talent Q International.
The goodwill arising on acquisition is calculated as follows:
$000 | ||||
Fair value of consideration transferred |
15,500 | |||
Fair value of identifiable net assets |
7,049 | |||
|
||||
Goodwill |
8,451 | |||
|
The consideration transferred consists of payments made in cash with some consideration remaining payable based on reaching a £7,200,000 revenue level at March 31, 2016, which appears to be likely at this point in time. Contingent consideration is recorded at a fair value of $2,050,000 in the contingent consideration line on the consolidated statement of financial position for which fair value remains unchanged as of September 30, 2014. The Group incurred acquisition related costs of $936,000. These costs include legal fees and due diligence costs and have been included in general administrative expenses.
The goodwill is attributable to the skills and technical talent of Talent Q Internationals workforce, and the synergies expected to be achieved from integrating Talent Q into the Groups business.
15
HG (Luxembourg) S.à r.l.
2014 Annual Consolidated Financial Statements
Notes to the consolidated financial statements
for the year September 30, 2014
5. Financial instruments
The structure of financial instruments in the Group, the basis for their measurement in accordance with IAS 39 Financial Instruments and their reconciliation to the Group statement of financial position was as follows as of the reporting date:
Structure of financial assets and their measurement
IAS 39 amortized cost | 2014 $000 |
2013 $000 |
||||||
Trade and other receivables |
138,433 | 122,453 | ||||||
Cash and cash equivalents |
48,774 | 59,395 | ||||||
|
||||||||
187,207 | 181,848 | |||||||
|
Structure of financial liabilities and their measurement
IAS 39 amortized cost | 2014 $000 |
2013 $000 |
||||||
Finance leases |
617 | 503 | ||||||
Trade and other payables |
40,310 | 37,446 | ||||||
Due to related party - parent entity |
13,861 | 102 | ||||||
|
||||||||
54,788 | 38,051 | |||||||
|
6. Financial risk management
Exposure to market risk
Market risk is the risk that changes in market conditions, such as foreign currency exchange rates and interest rates will affect the Groups income or financial position. The most important foreign currencies for the Company and their relevant exchange rates to the US Dollar were as follows:
2014 | 2013 | |||||||||||||||
Closing | Average | Closing | Average | |||||||||||||
Sterling |
1.6213 | 1.6570 | 1.6185 | 1.5628 | ||||||||||||
Euro |
1.2632 | 1.3567 | 1.3526 | 1.3141 | ||||||||||||
Brazil Real |
0.4087 | 0.4381 | 0.4510 | 0.4772 | ||||||||||||
Canadian Dollar |
0.8932 | 0.9238 | 0.9703 | 0.9850 |
Currency profile of financial assets at year end
2014 $000 |
2013 $000 |
|||||||
US Dollar |
7,423 | 8,448 | ||||||
Sterling |
1,741 | 1,161 | ||||||
Euro |
5,985 | 12,570 | ||||||
Brazil Real |
2,216 | 4,682 | ||||||
Canadian Dollar |
3,188 | 5,455 | ||||||
Other |
28,221 | 27,079 | ||||||
|
||||||||
Cash and cash equivalents |
48,774 | 59,395 | ||||||
|
Cash restricted by lease commitments and performance bonds as of September 30, 2014 was $2,945,000 (2013: $2,794,000).
16
HG (Luxembourg) S.à r.l.
2014 Annual Consolidated Financial Statements
Notes to the consolidated financial statements
for the year September 30, 2014
6. Financial risk management (continued)
Exposure to market risk (continued)
Currency profile of financial assets at year end (continued)
2014 $000 |
2013 $000 |
|||||||
US Dollar |
35,308 | 32,216 | ||||||
Sterling |
27,629 | 16,681 | ||||||
Euro |
28,138 | 27,601 | ||||||
Brazil Real |
9,404 | 9,420 | ||||||
Canadian Dollar |
3,886 | 4,095 | ||||||
Other |
34,068 | 32,440 | ||||||
|
||||||||
Trade and other receivables |
138,433 | 122,453 | ||||||
|
Currency profile of financial liabilities at year end
2014 $000 |
2013 $000 |
|||||||
US Dollar |
26,722 | 22,955 | ||||||
Sterling |
13,583 | 7,516 | ||||||
Euro |
21,677 | 20,873 | ||||||
Brazil Real |
6,626 | 6,515 | ||||||
Canadian Dollar |
2,477 | 2,870 | ||||||
Other |
27,618 | 29,068 | ||||||
|
||||||||
Trade and other payables & accrued compensation |
98,703 | 89,797 | ||||||
|
The Groups trade payables are due within 1 year.
2014 $000 |
2013 $000 |
|||||||
Euro |
80 | 102 | ||||||
|
||||||||
Due to related party - parent entity |
80 | 102 | ||||||
|
||||||||
2014 $000 |
2013 $000 |
|||||||
US Dollar |
13,781 | | ||||||
|
||||||||
Due to related party - parent entity |
13,781 | | ||||||
|
17
HG (Luxembourg) S.à r.l.
2014 Annual Consolidated Financial Statements
Notes to the consolidated financial statements
for the year September 30, 2014
6. Financial risk management (continued)
Exposure to market risk (continued)
Sensitivity analysis
A 10% strengthening of the US Dollar against the following currencies at September 30, 2014 would have increased / (decreased) equity and profit or loss by the amounts shown below. The analysis assumes that all of the other variables remain constant. The analysis is performed on the same basis for 2013.
Equity $000 |
Profit or loss $000 |
|||||||
2014 |
||||||||
Sterling |
1,408 | 66 | ||||||
Euro |
(3,127 | ) | (128 | ) | ||||
Brazil Real |
171 | 112 | ||||||
Canadian Dollar |
365 | 40 | ||||||
2013 |
||||||||
Sterling |
1,276 | 1 | ||||||
Euro |
(3,045 | ) | (1,075 | ) | ||||
Brazil Real |
197 | 312 | ||||||
Canadian Dollar |
355 | 83 |
Exposure to credit risk
Credit risk is the risk of financial loss to the Group if a client or counterparty to a financial instrument fails to meet its contractual obligations. This arises principally from the Groups trade and other receivables balances. The maximum exposure to credit risk for trade and other receivables at the reporting date by geographic region was:
2014 $000 |
2013 $000 |
|||||||
United States |
22,685 | 21,034 | ||||||
Europe |
72,303 | 57,817 | ||||||
Asia / Pacific / Africa |
24,683 | 24,535 | ||||||
Latin America |
14,876 | 14,972 | ||||||
Canada |
3,886 | 4,095 | ||||||
|
||||||||
138,433 | 122,453 | |||||||
|
The Groups most significant client accounts for less than 1% of the trade receivables carrying amount at September 30, 2014 (2013: less than 1%). The aging of trade receivables at the reporting date was:
2014 $000 |
2013 $000 |
|||||||
0 - 30 days |
73,531 | 59,039 | ||||||
31 - 60 days |
17,585 | 16,632 | ||||||
> 60 days |
16,630 | 16,166 | ||||||
|
||||||||
107,746 | 91,837 | |||||||
|
18
HG (Luxembourg) S.à r.l.
2014 Annual Consolidated Financial Statements
Notes to the consolidated financial statements
for the year September 30, 2014
6. Financial risk management (continued)
Exposure to liquidity risk
Liquidity risk is the risk that the Group will encounter difficulty delivering cash or another financial asset to meet the obligations associated with its financial liabilities. The Groups approach to managing liquidity is to ensure that it will always have sufficient liquidity to meet its obligations when due without incurring losses or risking damage to the Groups reputation. The Group does not have material external borrowings and all cash balances are maintained in highly liquid accounts. Therefore, the exposure related to liquidity or interest risks is not believed to be significant. The following are the contractual maturities of financial liabilities, including estimated interest payments as of September 30, 2014:
Contractual cash flows | ||||||||||||||||||||
Carrying amount $000 |
1 year or less $000 |
2-5 years $000 |
More than 5 $000 |
Total | ||||||||||||||||
Finance leases |
617 | 355 | 456 | | 811 | |||||||||||||||
Trade and other payables |
40,310 | 40,310 | | | 40,310 | |||||||||||||||
Contingent consideration |
2,050 | | 2,050 | | 2,050 | |||||||||||||||
Due to related party - parent entity |
13,861 | 13,781 | | 80 | 13,861 | |||||||||||||||
|
||||||||||||||||||||
56,838 | 54,446 | 2,506 | 80 | 57,032 | ||||||||||||||||
|
The following are the contractual maturities of financial liabilities, including estimated interest payments as of September 30, 2013:
Contractual cash flows | ||||||||||||||||||||
Carrying amount $000 |
1 year or less $000 |
2-5 years $000 |
More than 5 $000 |
Total | ||||||||||||||||
Finance leases |
503 | 415 | 165 | | 580 | |||||||||||||||
Trade and other payables |
37,446 | 37,446 | | | 37,446 | |||||||||||||||
Due to related party - parent entity |
102 | | | 102 | 102 | |||||||||||||||
|
||||||||||||||||||||
38,051 | 37,861 | 165 | 102 | 38,128 | ||||||||||||||||
|
Capital management
HG Luxembourg prudently manages its capital position. The capital structure of the Company consists of debt, which includes PECs (paid in full during 2013) and CPECs as disclosed in Note 10 and equity as disclosed in Note 16. Only when cash dividends are received from subsidiary undertakings are payments made in respect of amounts due related to the PECs and the CPECs, after taking account of expenses incurred by the Company. Capital levels and dividend amounts are monitored by the Board of Managers.
19
HG (Luxembourg) S.à r.l.
2014 Annual Consolidated Financial Statements
Notes to the consolidated financial statements
for the year September 30, 2014
7. Trade and other receivables
Note | 2014 $000 |
2013 $000 |
||||||||||
Trade receivables - gross |
113,776 | 97,178 | ||||||||||
Allowance for doubtful accounts |
(6,030 | ) | (5,341 | ) | ||||||||
|
||||||||||||
Trade receivables - net |
107,746 | 91,837 | ||||||||||
Work in progress |
27,416 | 24,777 | ||||||||||
Due from related party |
28 | | 500 | |||||||||
Current tax receivable |
25 | 3,271 | 5,339 | |||||||||
|
||||||||||||
138,433 | 122,453 | |||||||||||
|
Debtor days at September 30, 2014 were 39 days (2013: 38 days).
Trade receivables are categorized as follows:
2014 $000 |
2013 $000 |
|||||||
Neither past due nor impaired |
93,767 | 84,873 | ||||||
Past due - not impaired |
13,979 | 6,964 | ||||||
Impaired |
6,030 | 5,341 | ||||||
|
||||||||
113,776 | 97,178 | |||||||
|
Movements on the Groups valuation allowance for the impairment of trade receivables are as follows:
2014 $000 |
2013 $000 |
|||||||
Valuation allowance for receivables impairment - October 1 |
5,341 | 4,681 | ||||||
Utilized |
(676 | ) | (609 | ) | ||||
Charged (net of amounts collected) |
1,505 | 1,265 | ||||||
Foreign exchange movement |
(140 | ) | 4 | |||||
|
||||||||
Valuation allowance for receivables impairment - September 30 |
6,030 | 5,341 | ||||||
|
20
HG (Luxembourg) S.à r.l.
2014 Annual Consolidated Financial Statements
Notes to the consolidated financial statements
for the year September 30, 2014
8. Property and equipment
Computer equipment $000 |
Leasehold improvements $000 |
Other equipment $000 |
Total $000 |
|||||||||||||
Cost: |
||||||||||||||||
At September 30, 2012 |
20,255 | 9,497 | 24,206 | 53,958 | ||||||||||||
Effect of movement in exchange rates |
(307 | ) | (310 | ) | (407 | ) | (1,024 | ) | ||||||||
Additions |
1,749 | 2,332 | 1,411 | 5,492 | ||||||||||||
Disposals |
(1,809 | ) | (110 | ) | (1,084 | ) | (3,003 | ) | ||||||||
|
||||||||||||||||
At September 30, 2013 |
19,888 | 11,409 | 24,126 | 55,423 | ||||||||||||
Effect of movement in exchange rates |
(774 | ) | (531 | ) | (920 | ) | (2,225 | ) | ||||||||
Additions |
2,539 | 2,560 | 3,112 | 8,211 | ||||||||||||
Additions due to acquisition of business |
43 | | 7 | 50 | ||||||||||||
Disposals |
(1,534 | ) | (1,138 | ) | (1,521 | ) | (4,193 | ) | ||||||||
|
||||||||||||||||
At September 30, 2014 |
20,162 | 12,300 | 24,804 | 57,266 | ||||||||||||
Depreciation: |
||||||||||||||||
At September 30, 2012 |
16,220 | 6,120 | 18,588 | 40,928 | ||||||||||||
Effect of movement in exchange rates |
(236 | ) | (90 | ) | (211 | ) | (537 | ) | ||||||||
Depreciation for the year |
2,257 | 1,115 | 1,852 | 5,224 | ||||||||||||
Disposals |
(1,800 | ) | (103 | ) | (848 | ) | (2,751 | ) | ||||||||
|
||||||||||||||||
At September 30, 2013 |
16,441 | 7,042 | 19,381 | 42,864 | ||||||||||||
Effect of movement in exchange rates |
(657 | ) | (361 | ) | (708 | ) | (1,726 | ) | ||||||||
Depreciation for the year |
2,218 | 1,335 | 1,816 | 5,369 | ||||||||||||
Disposals |
(1,685 | ) | (1,112 | ) | (1,337 | ) | (4,134 | ) | ||||||||
|
||||||||||||||||
At September 30, 2014 |
16,317 | 6,904 | 19,152 | 42,373 | ||||||||||||
Carrying amount |
||||||||||||||||
At September 30, 2014 |
3,845 | 5,396 | 5,652 | 14,893 | ||||||||||||
|
||||||||||||||||
At September 30, 2013 |
3,447 | 4,367 | 4,745 | 12,559 | ||||||||||||
|
||||||||||||||||
At September 30, 2012 |
4,035 | 3,377 | 5,618 | 13,030 | ||||||||||||
|
21
HG (Luxembourg) S.à r.l.
2014 Annual Consolidated Financial Statements
Notes to the consolidated financial statements
for the year September 30, 2014
9. Intangible assets and goodwill
Software $000 |
Trademarks and tradenames $000 |
Algorithms $000 |
Other assets $000 |
Goodwill $000 |
Total $000 |
|||||||||||||||||||
Cost: |
||||||||||||||||||||||||
At September 30, 2012 |
13,527 | 2,490 | | | 19,213 | 35,230 | ||||||||||||||||||
Effect of movement in exchange rates |
15 | | | | (153 | ) | (138 | ) | ||||||||||||||||
Additions |
1,647 | | | | | 1,647 | ||||||||||||||||||
Disposals |
(74 | ) | | | | | (74 | ) | ||||||||||||||||
|
||||||||||||||||||||||||
At September 30, 2013 |
15,115 | 2,490 | | | 19,060 | 36,665 | ||||||||||||||||||
Effect of movement in exchange rates |
(105 | ) | (309 | ) | (236 | ) | (98 | ) | (633 | ) | (1,381 | ) | ||||||||||||
Additions |
5,134 | | | | | 5,134 | ||||||||||||||||||
Additions due to acquisition of business |
| 3,947 | 3,015 | 1,260 | 8,451 | 16,673 | ||||||||||||||||||
Disposals |
(80 | ) | | | | | (80 | ) | ||||||||||||||||
|
||||||||||||||||||||||||
At September 30, 2014 |
20,064 | 6,128 | 2,779 | 1,162 | 26,878 | 57,011 | ||||||||||||||||||
Amortization: |
||||||||||||||||||||||||
At September 30, 2012 |
11,722 | 2,490 | | | 18,614 | 32,826 | ||||||||||||||||||
Effect of movement in exchange rates |
11 | | | | (50 | ) | (39 | ) | ||||||||||||||||
Amortization for the year |
714 | | | | | 714 | ||||||||||||||||||
Disposals |
3 | | | | | 3 | ||||||||||||||||||
|
||||||||||||||||||||||||
At September 30, 2013 |
12,450 | 2,490 | | | 18,564 | 33,504 | ||||||||||||||||||
Effect of movement in exchange rates |
(85 | ) | | (20 | ) | (7 | ) | (71 | ) | (183 | ) | |||||||||||||
Amortization for the year |
1,004 | | 298 | 95 | | 1,397 | ||||||||||||||||||
Disposals |
(43 | ) | | | | | (43 | ) | ||||||||||||||||
|
||||||||||||||||||||||||
At September 30, 2014 |
13,326 | 2,490 | 278 | 88 | 18,493 | 34,675 | ||||||||||||||||||
|
||||||||||||||||||||||||
Average remaining amortization period |
2.26 | N/A | 4.50 | 7.39 | N/A | | ||||||||||||||||||
|
||||||||||||||||||||||||
Carrying amount |
||||||||||||||||||||||||
At September 30, 2014 |
6,738 | 3,638 | 2,501 | 1,074 | 8,385 | 22,336 | ||||||||||||||||||
|
||||||||||||||||||||||||
At September 30, 2013 |
2,665 | | | | 496 | 3,161 | ||||||||||||||||||
|
||||||||||||||||||||||||
At September 30, 2012 |
1,805 | | | | 599 | 2,404 | ||||||||||||||||||
|
The valuation techniques used for measuring the fair value of the intangible assets acquired as part of the Talent Q International acquisition consisted of a with and without analysis for the restrictive covenants; relief from royalty analyses for both the trademarks/tradenames and the algorithms; and multi-period excess earnings analysis for customer relationships. All goodwill amounts are not deductible for tax purposes.
The intangible assets acquired as part of the Talent Q International acquisition are categorized as follows:
$000 | ||||
Restrictive covenants |
232 | |||
Trademarks / tradenames |
3,947 | |||
Algorithms |
3,015 | |||
Customer relationships |
1,028 | |||
|
||||
8,222 | ||||
|
22
HG (Luxembourg) S.à r.l.
2014 Annual Consolidated Financial Statements
Notes to the consolidated financial statements
for the year September 30, 2014
10. Debt
Borrowings
The capital structure of the Group is reviewed regularly to ensure that it remains suitable to the business and its planned development. In 2012, the Company entered into a credit facility with PNC Bank, N.A. and JP Morgan Chase Bank, N.A. and their affiliates (the Credit Facility). This Credit Facility, available until May 21, 2017, allows for multiple drawings to be made by various Group entities in various currencies.
The maximum amount available under the Credit Facility is the lower of $50,000,000 (2013: $50,000,000) or an amount equal to 225% of EBITDA (2013: 225% of EBITDA). At its election, the Company allocated $5,000,000 (2013: $5,000,000) each to overnight borrowing facilities in the United Kingdom and the United States. These can be drawn upon by a number of Group entities in a number of currencies.
The interest rate charged on amounts borrowed under the Credit Facility is based on the inter-bank rate (LIBOR) and a margin, which varied from 0.75% to 1.75% (2013: 0.75% to 1.75%), depending on the prevailing ratio of debt to EBITDA. The Credit Facility also included a commitment fee related to the unused portion of the facilities. This fee is calculated on a quarterly basis and varied from 0.15% to 0.30% (2013: 0.15% to 0.30%) of the unused facilities, depending on the ratio of debt to EBITDA.
For the year ended September 30, 2014 the Company paid interest of $251,000 (2013: $94,000), of which $65,000 (2013: $94,000) was in respect of commitment fees. The outstanding balance as of September 30, 2014 was $nil (2013: $nil).
As of September 30, 2014, the principal financial covenant was a fixed charge coverage ratio whereby trailing annual EBIDTAR must exceed 1.1 (2013: 1.1) times the cash payment in respect of income taxes, interest, and lease rentals.
As of September 30, 2014 and September 30, 2013, the Company has been in compliance with the terms of the credit facility.
The Group has an outstanding guarantee of 15,253,000 ($19,268,000) related to certain ongoing litigation.
Current liabilities - due to related party - parent entity
In 2014, the Company entered into a credit facility with HG (Bermuda) Limited. This facility, available until May 21, 2017, includes advances extended to or for the benefit of the Company from time to time. The aggregate principal amount of unpaid cash advances shall not, at any time exceed $15,000,000. The outstanding balance shall be due and payable on demand.
This facility renews automatically for one year periods upon expiration, unless HG (Bermuda) Limited notifies the Company of its intent to terminate the revolving credit. The interest rate charged on amounts borrowed under the credit facilities will be current one month LIBOR rate, plus 0.75%. The Company pays interest annually.
For the year ended September 30, 2014, the Company accrued interest of $56,000 (2013: $nil). The outstanding balance as of September 30, 2014, was $13,781,000 (2013: $nil).
23
HG (Luxembourg) S.à r.l.
2014 Annual Consolidated Financial Statements
Notes to the consolidated financial statements
for the year September 30, 2014
10. Debt (continued)
Non current liabilities - due to related party - parent entity
Loan payable to parent entity (Revolver)
In 2011, the Company entered into a credit facility with HG (Bermuda) Limited. This facility, available until September 30, 2022, includes advances extended to or for the benefit of the Company from time to time. The aggregate principal amount of unpaid cash advances shall not, at any time exceed $500,000. The outstanding balance shall be due and payable on demand.
This facility renews automatically for one year periods upon expiration, unless HG (Bermuda) Limited notifies the Company of its intent to terminate the revolving credit. The interest rate charged on amounts borrowed under the credit facilities will be current one month LIBOR rate, plus 2% during the first month, and for each succeeding month thereafter. The Company pays interest annually.
Preferred equity certificates (PECs)
Effective January 11, 2008, HG Luxembourg issued 468,966.6 PECs with a par value of 25 to HG (Bermuda) Limited. The price of the PECs (11,724,165) was paid through the assignment of claim for the payment of the outstanding principal amount of a loan note on January 11, 2008. The PECs bear interest at the annual rate of 12% and were originally due for repayment no later than January 11, 2037. Interest was accrued annually. Principal and interest payable were able to be repaid at any time at the election of HG Luxembourg.
As of September 30, 2014 and 2013, the PECs and related interest payable were fully repaid. During 2013 the Company repaid PECs in the amount of $10,604,950 (8,155,771) and interest payable in the amount of $833,288 (640,843).
Convertible preferred equity certificates (CPECs)
Effective January 11, 2008, share premium of 123,381 ($182,332) was converted to 4,935.24 CPECs. CPECs are non-interest bearing and can be settled as follows:
| At maturity with all CPECs outstanding on January 11, 2037 to be redeemed at their par value of 25. |
| Optional redemption is permitted at any time at the election of HG Luxembourg at a call price equal to the greater of par value or market value (determined by a manager of HG Luxembourg in good faith). |
During the year ended September 30, 2014, 606.388 (2013: 63.368) CPECs were redeemed for a loss of $12,755,231 (2013: $1,344,000) reflected as a capital distribution on the consolidated statements of changes in equity. As of September 30, 2014, there were 2,295.478 CPECs outstanding (2013: 2,901.866).
PEC (Principal) | PEC (Interest) | CPEC | Current Revolver |
Non-Current Revolver |
Total $000 |
|||||||||||||||||||
At September 30, 2012 |
10,488 | 66 | 104 | | 224 | 10,882 | ||||||||||||||||||
Interest expense |
| 772 | | | 3 | 775 | ||||||||||||||||||
Repayment / redemption |
(10,605 | ) | (833 | ) | (2 | ) | | (227 | ) | (11,667 | ) | |||||||||||||
Foreign exchange movement |
117 | (5 | ) | | | | 112 | |||||||||||||||||
|
||||||||||||||||||||||||
At September 30, 2013 |
| | 102 | | | 102 | ||||||||||||||||||
Advance / redemption |
| | (22 | ) | 13,781 | | 13,759 | |||||||||||||||||
|
||||||||||||||||||||||||
At September 30, 2014 |
| | 80 | 13,781 | | 13,861 | ||||||||||||||||||
|
24
HG (Luxembourg) S.à r.l.
2014 Annual Consolidated Financial Statements
Notes to the consolidated financial statements
for the year September 30, 2014
11. Obligations under finance leases
Present value of minimum finance lease payments as of September 30, 2014
Future minimum lease payments $000 |
Interest $000 |
Present value of minimum lease payments $000 |
||||||||||
Amounts payable: |
||||||||||||
Within one year |
355 | 114 | 241 | |||||||||
Between one and five years |
456 | 80 | 376 | |||||||||
|
||||||||||||
811 | 194 | 617 | ||||||||||
|
Present value of minimum finance lease payments as of September 30, 2013
Future minimum lease payments $000 |
Interest $000 |
Present value of minimum lease payments $000 |
||||||||||
Amounts payable: |
||||||||||||
Within one year |
415 | 59 | 356 | |||||||||
Between one and five years |
165 | 18 | 147 | |||||||||
|
||||||||||||
580 | 77 | 503 | ||||||||||
|
The balance of amounts payable after 5 years is $nil.
Carrying amount of assets held under finance leases:
2014 $000 |
2013 $000 |
|||||||
Automobiles and other equipment |
278 | 457 | ||||||
|
||||||||
278 | 457 | |||||||
|
25
HG (Luxembourg) S.à r.l.
2014 Annual Consolidated Financial Statements
Notes to the consolidated financial statements
for the year September 30, 2014
12. Trade and other payables
2014 $000 |
2013 $000 |
|||||||
Trade payables |
10,025 | 9,121 | ||||||
Other taxes and social security |
18,145 | 15,068 | ||||||
Other accrued expenses |
11,242 | 12,470 | ||||||
Other payables |
898 | 787 | ||||||
|
||||||||
40,310 | 37,446 | |||||||
|
Trade payables consist of amounts outstanding for trade and ongoing costs. The average credit period taken for trade purchases is 27 days (2013: 27 days).
13. Accrued compensation
Note | 2014 $000 |
2013 $000 |
||||||||||
Accrued compensation and leave |
12,843 | 11,444 | ||||||||||
Accrued bonuses |
33,348 | 31,853 | ||||||||||
Accrued SIP |
20 | 12,202 | 9,054 | |||||||||
|
||||||||||||
58,393 | 52,351 | |||||||||||
|
Accrued compensation and accrued bonuses are measured on a non-discounted basis and expensed in the period in which the service was rendered. Amounts paid under the employee bonus plans are determined by Management.
26
HG (Luxembourg) S.à r.l.
2014 Annual Consolidated Financial Statements
Notes to the consolidated financial statements
for the year September 30, 2014
14. Long term provisions
$000 | ||||
At September 30, 2012 |
9,497 | |||
Utilized |
(527 | ) | ||
Charged |
14,331 | |||
Released |
68 | |||
Foreign exchange movement |
18 | |||
|
||||
At September 30, 2013 |
23,387 | |||
Utilized |
(261 | ) | ||
Charged |
1,617 | |||
Released |
(287 | ) | ||
Foreign exchange movement |
(1,314 | ) | ||
|
||||
At September 30, 2014 |
23,142 | |||
|
Provisions relate to certain litigation matters, property lease obligations and obligations in respect of former and current employees of the Group, including related tax obligations.
The Company is involved in certain litigation arising in the normal course of business, including employment matters identified below. Provision has been made on a case by case basis in respect of the cost of defending cases and, where appropriate, managements best estimate of the cost of settling the claims, net of insurance recoveries. The Company establishes these provisions based on all available information including any negotiations or rulings as well as the advice of legal counsel, and other information and events pertaining to a particular case. Certain litigation matters have been ongoing for a number of years and the time scale on which such matters may be concluded is uncertain. While it is not possible to predict with certainty the outcome of these matters, Management is of the opinion that the litigation will not have a material impact on the Groups operations.
A claim brought by a former employee was heard in the Regional Court, Frankfurt am Main, Germany. The former employee contended that his employment was wrongfully terminated and has brought various actions for breach of contract in the aggregate amount, including interest, of approximately $19,000,000 (2013: $20,000,000). The Company filed counterclaims alleging violation of the employees legal duties to the Company. On September 19, 2012, the Regional Court found for the Company on all counts and dismissed all of the former employees claims against the Company. The Court also found for the Company on their counterclaims and ordered the former employee to pay damages to the Group and to its parent entity. The former employee appealed the decision of the Regional Court. On February 19, 2014, the Higher Regional Court announced its decision on the appeal, resulting in the Company being liable for approximately $18,709,000 in damages, including interest, which has been accrued as a provision as of September 30, 2014. During 2014, HGIH B.V appealed the decision of the Appellate Court to the Supreme Court.
27
HG (Luxembourg) S.à r.l.
2014 Annual Consolidated Financial Statements
Notes to the consolidated financial statements
for the year September 30, 2014
15. Retirement benefit obligations
The Company has multiple pension and savings plans covering certain of its employees worldwide. Costs associated with these plans are recorded in accordance with the plan and IAS 19.
Defined Contribution Pension Plans
The Company provides defined contribution retirement and savings plans to eligible employees throughout the world. The assets of the plans are held separately from those of the sponsors in separately administered funds. The total cost charged to income in respect to defined contribution plans was $11,735,000 (2013: $11,613,000).
Defined Benefit Pension Plans
In the United States, the Company operates a defined benefit pension plan for certain of its employees. The assets of this plan are held separately from the assets of the sponsors in self-administered funds. An actuarial valuation was performed as of September 30, 2014 by a qualified independent actuary, United Retirement Plan Consultants. The plan is funded consistent with local statutory requirements. On September 30, 2009, the plan was frozen.
In Japan, the Company operates a defined benefit pension plan for certain of its employees and directors. An actuarial valuation was performed as of September 30, 2014 by a qualified independent actuary, IIC Partners Co., Ltd. The plan is unfunded.
Other Post-Employment Benefits Plan
In the United States, the Company has benefit plans which offer medical and life insurance coverage to eligible employees and which continue to provide coverage after retirement. An actuarial valuation was performed as of September 30, 2014 by a qualified actuary who is an employee of Hay Group, Inc.
Supplemental Executive Retirement Plans
In the United States, the Company operates a benefit plan which provides supplemental pension benefits. Supplemental defined benefit obligations are unfunded. An actuarial valuation was performed as of September 30, 2014 by a qualified independent actuary, United Retirement Plan Consultants.
Other Plans
Certain subsidiaries maintain pension plans that are not significant to the consolidated financial statements. The plans are being funded as necessary.
28
HG (Luxembourg) S.à r.l.
2014 Annual Consolidated Financial Statements
Notes to the consolidated financial statements
for the year September 30, 2014
15. Retirement benefit obligations (continued)
The liabilities included in the Groups statement of financial position in relation to retirement benefit obligations are as follows:
2014 $000 |
2013 $000 |
|||||||
US defined benefit pension plan |
(4,508 | ) | (1,752 | ) | ||||
US other post-employment benefits plan |
(13,049 | ) | (11,404 | ) | ||||
US defined benefit supplemental executive retirement plan |
(5,237 | ) | (4,594 | ) | ||||
Japan post-retirement benefit plan |
(2,934 | ) | (2,988 | ) | ||||
Other post-retirement benefit plans |
(1,505 | ) | (1,318 | ) | ||||
|
||||||||
(27,233 | ) | (22,056 | ) | |||||
|
The disclosures required by IAS 19 have been provided for the US defined benefit plan, US other post-retirement benefits plan, US defined benefit supplemental executive retirement plan and the Hay Group Japan Limited retirement plan. The balance of the US supplemental executive retirement plan includes a balance of $107,000 (2013: 109,000) that has been classified as a current obligation and is presented within trade and other payables.
Additional disclosures
The principal assumptions used by the qualified actuaries for IAS 19 purposes were:
2014 % p.a. |
2013 % p.a. |
|||||||
All US plans |
||||||||
Discount rate |
4.50 | 5.00 | ||||||
Ultimate healthcare inflation |
5.00 | 5.00 | ||||||
Japan post-retirement benefit plan |
||||||||
Rate of increase in salaries (Director) |
1.00 | 1.00 | ||||||
Rate of increase in salaries (Employee) |
1.00 | 1.00 | ||||||
Discount rate (Director) |
0.60 | 1.00 | ||||||
Discount rate (Employee) |
0.60 | 0.90 | ||||||
Male life expectancy at 65 in years | 2014 | 2013 | ||||||
US defined benefit pension plan |
21.60 | 19.25 | ||||||
US other post-employment benefits plan |
21.60 | 18.60 | ||||||
US defined benefit supplemental executive retirement plan |
21.60 | 19.20 | ||||||
Female life expectancy at 65 in years | 2014 | 2013 | ||||||
US defined benefit pension plan |
23.80 | 21.10 | ||||||
US other post-employment benefits plan |
23.80 | 20.40 | ||||||
US defined benefit supplemental executive retirement plan |
23.80 | 21.00 |
29
HG (Luxembourg) S.à r.l.
2014 Annual Consolidated Financial Statements
Notes to the consolidated financial statements
for the year September 30, 2014
15. Retirement benefit obligations (continued)
The fair value of the assets in the US defined benefit pension plan, the present value of the liabilities in the aforementioned plans and the expected rates of return at each reporting date were:
% | 2014 $000 |
% | 2013 $000 |
|||||||||||||
US defined benefit pension plan |
||||||||||||||||
Equities |
8.3 | 17,730 | 8.3 | 16,809 | ||||||||||||
Bonds |
3.9 | 7,513 | 3.8 | 7,891 | ||||||||||||
Cash |
1,121 | 1,028 | ||||||||||||||
|
||||||||||||||||
Total fair value of assets |
6.4 | 26,364 | 6.4 | 25,728 | ||||||||||||
Present value of plan liabilities |
(30,872 | ) | (27,480 | ) | ||||||||||||
|
||||||||||||||||
Deficit in plan |
(4,508 | ) | (1,752 | ) | ||||||||||||
US defined benefit supplemental executive retirement plan |
||||||||||||||||
Total fair value of assets |
| | ||||||||||||||
Present value of plan liabilities |
(5,237 | ) | (4,594 | ) | ||||||||||||
|
||||||||||||||||
Deficit in plan |
(5,237 | ) | (4,594 | ) | ||||||||||||
US other post-employment benefits plan |
||||||||||||||||
Total fair value of assets |
| | ||||||||||||||
Present value of plan liabilities |
(13,049 | ) | (11,404 | ) | ||||||||||||
|
||||||||||||||||
Deficit in plan |
(13,049 | ) | (11,404 | ) | ||||||||||||
Japan post-retirement benefit plan |
||||||||||||||||
Total fair value of assets |
| | ||||||||||||||
Present value of plan liabilities |
(2,934 | ) | (2,988 | ) | ||||||||||||
|
||||||||||||||||
Deficit in plan |
(2,934 | ) | (2,988 | ) | ||||||||||||
Other post-retirement benefit plans |
||||||||||||||||
Total fair value of assets |
| | ||||||||||||||
Present value of plan liabilities |
(1,505 | ) | (1,318 | ) | ||||||||||||
|
||||||||||||||||
Deficit in plan |
(1,505 | ) | (1,318 | ) | ||||||||||||
Total fair value of assets |
26,364 | 25,728 | ||||||||||||||
Present value of plan liabilities |
(53,597 | ) | (47,784 | ) | ||||||||||||
|
||||||||||||||||
Deficit in plans |
(27,233 | ) | (22,056 | ) | ||||||||||||
|
30
HG (Luxembourg) S.à r.l.
2014 Annual Consolidated Financial Statements
Notes to the consolidated financial statements
for the year September 30, 2014
15. Retirement benefit obligations (continued)
Present value of benefit obligations
2014 $000 |
2013 $000 |
|||||||
Funded obligations |
26,364 | 25,728 | ||||||
Unfunded obligations |
27,233 | 22,056 | ||||||
|
||||||||
Total obligations |
53,597 | 47,784 | ||||||
|
Analysis of amount charged to profit and loss
2014 $000 |
2013 $000 |
|||||||
Current service costs |
||||||||
US other post-employment benefits plan |
236 | 276 | ||||||
Japan post-retirement benefit plan |
401 | 462 | ||||||
|
||||||||
Amount charged to operating profit |
637 | 738 | ||||||
|
||||||||
2014 $000 |
2013 $000 |
|||||||
Expected return on pension plan assets |
||||||||
US defined benefit pension plan |
(1,599 | ) | (1,337 | ) | ||||
Interest on pension plan liabilities |
||||||||
US defined benefit pension plan |
1,337 | 1,215 | ||||||
US other post-employment benefits plan |
552 | 492 | ||||||
US defined benefit supplemental executive retirement plan |
227 | 213 | ||||||
Japan post-retirement benefit plan |
25 | 7 | ||||||
Other post-retirement benefit plans |
14 | 26 | ||||||
|
||||||||
2,155 | 1,953 | |||||||
|
||||||||
Amount charged to net finance costs |
556 | 616 | ||||||
|
31
HG (Luxembourg) S.à r.l.
2014 Annual Consolidated Financial Statements
Notes to the consolidated financial statements
for the year September 30, 2014
15. Retirement benefit obligations (continued)
Actuarial gains and losses recognized in other comprehensive income
2014 $000 |
2013 $000 |
|||||||
US defined benefit pension plan |
||||||||
Actual return less expected return on pension plan assets |
419 | 1,736 | ||||||
Experience losses arising on pension plan liabilities |
(369 | ) | (392 | ) | ||||
Changes in assumptions underlying the present value of pension plan liabilities |
(3,069 | ) | 3,228 | |||||
|
||||||||
(3,019 | ) | 4,572 | ||||||
US other post-employment benefits plan |
||||||||
Experience gains / (losses) arising on pension plan liabilities |
(357 | ) | 801 | |||||
Changes in assumptions underlying the present value of pension plan liabilities |
(943 | ) | 720 | |||||
|
||||||||
(1,300 | ) | 1,521 | ||||||
US defined benefit supplemental executive retirement plan |
||||||||
Experience gains / (losses) arising on pension plan liabilities |
(66 | ) | 485 | |||||
Changes in assumptions underlying the present value of pension plan liabilities |
(462 | ) | 418 | |||||
|
||||||||
(528 | ) | 903 | ||||||
Japan post-retirement benefit plan |
||||||||
Experience gains / (losses) arising on pension plan liabilities |
(93 | ) | 177 | |||||
Changes in assumptions underlying the present value of pension plan liabilities |
(82 | ) | 80 | |||||
|
||||||||
(175 | ) | 257 | ||||||
Other post retirement benefits plans |
(137 | ) | 15 | |||||
|
||||||||
Total actuarial gains / (losses) recognized in other comprehensive income |
(5,159 | ) | 7,268 | |||||
|
The cumulative actuarial loss recognized in the statement of comprehensive income was $8,290,000 as of September 30, 2014 (2013: loss $3,131,000).
Deferred taxes attributable to actuarial loss were ($1,973,000) (2013: loss ($2,817,000)).
32
HG (Luxembourg) S.à r.l.
2014 Annual Consolidated Financial Statements
Notes to the consolidated financial statements
for the year September 30, 2014
15. Retirement benefit obligations (continued)
Analysis of movement in deficit during the year
2014 | 2013 | |||||||
$000 | $000 | |||||||
US defined benefit pension plan |
||||||||
Deficit in plan at the beginning of the year |
(1,752 | ) | (7,654 | ) | ||||
Contributions |
| 1,208 | ||||||
Net finance charge |
263 | 122 | ||||||
Actuarial gain / (loss) |
(3,019 | ) | 4,572 | |||||
|
||||||||
Deficit in plan at the end of the year |
(4,508 | ) | (1,752 | ) | ||||
|
||||||||
US other post-employment benefits plan |
||||||||
Deficit in plan at the beginning of the year |
(11,404 | ) | (12,701 | ) | ||||
Current service cost |
(236 | ) | (276 | ) | ||||
Benefit payments |
443 | 544 | ||||||
Net finance charge |
(552 | ) | (492 | ) | ||||
Actuarial gain / (loss) |
(1,300 | ) | 1,521 | |||||
|
||||||||
Deficit in plan at the end of the year |
(13,049 | ) | (11,404 | ) | ||||
|
||||||||
US defined benefit supplemental executive retirement plan |
||||||||
Deficit in plan at the beginning of the year |
(4,594 | ) | (5,397 | ) | ||||
Net finance charge |
(227 | ) | (213 | ) | ||||
Benefit payments |
112 | 113 | ||||||
Actuarial gain / (loss) |
(528 | ) | 903 | |||||
|
||||||||
Deficit in plan at the end of the year |
(5,237 | ) | (4,594 | ) | ||||
|
||||||||
Japan post-retirement benefit plan |
||||||||
Deficit in plan at the beginning of the year |
(2,988 | ) | (3,797 | ) | ||||
Current service cost |
(401 | ) | (462 | ) | ||||
Net finance charge |
(25 | ) | (7 | ) | ||||
Benefit payments |
315 | 209 | ||||||
Actuarial gain / (loss) |
(175 | ) | 257 | |||||
Foreign exchange movement |
340 | 812 | ||||||
|
||||||||
Deficit in plan at the end of the year |
(2,934 | ) | (2,988 | ) | ||||
|
33
HG (Luxembourg) S.à r.l.
2014 Annual Consolidated Financial Statements
Notes to the consolidated financial statements
for the year September 30, 2014
15. Retirement benefit obligations (continued)
Reconciliation of the fair value of plan assets
2014 | 2013 | |||||||
$000 | $000 | |||||||
US defined benefit pension plan |
||||||||
Fair value of plan assets at the beginning of the year |
25,728 | 22,713 | ||||||
Contributions by the employer |
| 1,208 | ||||||
Benefit payments |
(1,382 | ) | (1,266 | ) | ||||
Expected return on plan assets |
1,599 | 1,337 | ||||||
Actuarial gain |
419 | 1,736 | ||||||
|
||||||||
Fair value of plan assets at the end of the year |
26,364 | 25,728 | ||||||
|
The expected return on plan assets was based on the assumption of a long-term trend of 8.3 percent for equities and 3.8 percent for bonds.
Actual return on plan assets
2014 | 2013 | |||||||
$000 | $000 | |||||||
Actual gain on plan assets |
2,018 | 3,073 | ||||||
|
34
HG (Luxembourg) S.à r.l.
2014 Annual Consolidated Financial Statements
Notes to the consolidated financial statements
for the year September 30, 2014
15. Retirement benefit obligations (continued)
Reconciliation of the present value of plan liabilities
2014 | 2013 | |||||||
$000 | $000 | |||||||
US defined benefit pension plan |
||||||||
Value of plan liabilities at the beginning of the year |
27,480 | 30,367 | ||||||
Interest cost |
1,336 | 1,215 | ||||||
Benefit payments |
(1,382 | ) | (1,266 | ) | ||||
Actuarial (gain) / loss |
3,438 | (2,836 | ) | |||||
|
||||||||
Value of plan liabilities at the end of the year |
30,872 | 27,480 | ||||||
|
||||||||
US other post-employment benefits plan |
||||||||
Value of plan liabilities at the beginning of the year |
11,404 | 12,701 | ||||||
Current service cost |
236 | 276 | ||||||
Interest cost |
552 | 492 | ||||||
Benefit payments |
(443 | ) | (544 | ) | ||||
Actuarial (gain) / loss |
1,300 | (1,521 | ) | |||||
|
||||||||
Value of plan liabilities at the end of the year |
13,049 | 11,404 | ||||||
|
||||||||
US defined benefit supplemental executive retirement plan |
||||||||
Value of plan liabilities at the beginning of the year |
4,594 | 5,397 | ||||||
Interest cost |
227 | 213 | ||||||
Benefit payments |
(112 | ) | (113 | ) | ||||
Actuarial (gain) / loss |
528 | (903 | ) | |||||
|
||||||||
Value of plan liabilities at the end of the year |
5,237 | 4,594 | ||||||
|
||||||||
Japan post-retirement benefit plan |
||||||||
Value of plan liabilities at the beginning of the year |
2,988 | 3,797 | ||||||
Current service cost |
401 | 462 | ||||||
Interest cost |
25 | 7 | ||||||
Benefit payments |
(315 | ) | (209 | ) | ||||
Actuarial (gain) / loss |
175 | (257 | ) | |||||
Foreign exchange movement |
(340 | ) | (812 | ) | ||||
|
||||||||
Value of plan liabilities at the end of the year |
2,934 | 2,988 | ||||||
|
35
HG (Luxembourg) S.à r.l.
2014 Annual Consolidated Financial Statements
Notes to the consolidated financial statements
for the year September 30, 2014
15. Retirement benefit obligations (continued)
History of experience gains and losses
2014 | 2013 | 2012 | 2011 | 2010 | ||||||||||||||||
$000 | $000 | $000 | $000 | $000 | ||||||||||||||||
US defined benefit pension plan |
||||||||||||||||||||
Fair value of plan assets at the end of the year |
26,364 | 25,728 | 22,713 | 18,346 | 17,935 | |||||||||||||||
Value of plan liabilities at the end of the year |
(30,872 | ) | (27,480 | ) | (30,367 | ) | (27,151 | ) | (24,930 | ) | ||||||||||
Deficit in plan at the end of the year |
(4,508 | ) | (1,752 | ) | (7,654 | ) | (8,805 | ) | (6,995 | ) | ||||||||||
Difference between the expected return and actual return on plan assets |
419 | 1,736 | 1,797 | (850 | ) | 497 | ||||||||||||||
Percentage of plan assets |
(1.6 | %) | 6.8 | % | 7.9 | % | (4.6 | %) | 2.8 | % | ||||||||||
Experience gains / (losses) on plan liabilities |
(369 | ) | (392 | ) | (319 | ) | (240 | ) | 340 | |||||||||||
Percentage of plan liabilities |
1.2 | % | (1.4 | ) | (1.1 | %) | (0.9 | %) | 1.4 | % | ||||||||||
Total actuarial gain / (loss) |
(3,019 | ) | 4,572 | (1,135 | ) | (2,663 | ) | 67 | ||||||||||||
Percentage of present value of plan liabilities |
9.8 | % | 16.6 | % | (3.7 | %) | (9.8 | %) | 0.3 | % | ||||||||||
US other post-employment benefits plan |
||||||||||||||||||||
Value of plan liabilities at the end of the year |
(13,049 | ) | (11,404 | ) | (12,701 | ) | (11,454 | ) | (10,839 | ) | ||||||||||
Experience gains / (losses) on plan liabilities |
(357 | ) | 801 | 285 | 427 | 433 | ||||||||||||||
Percentage of plan liabilities |
(2.7 | %) | 7.0 | % | 2.2 | % | 3.7 | % | 4.0 | % | ||||||||||
Total actuarial gain / (loss) |
(1,300 | ) | 1,521 | (962 | ) | (126 | ) | 171 | ||||||||||||
Percentage of present value of plan liabilities |
(10.0 | %) | 13.3 | % | (7.6 | %) | (1.1 | %) | 1.6 | % | ||||||||||
US defined benefit supplemental executive retirement plan |
||||||||||||||||||||
Value of plan liabilities at the end of the year |
(5,237 | ) | (4,594 | ) | (5,397 | ) | (4,795 | ) | (4,110 | ) | ||||||||||
Experience gains / (losses) on plan liabilities |
(66 | ) | 485 | 3 | 48 | (12 | ) | |||||||||||||
Percentage of plan liabilities |
(1.3 | %) | 10.6 | % | 0.1 | % | 1.0 | % | (0.3 | %) | ||||||||||
Total actuarial gain / (loss) |
(528 | ) | 903 | (486 | ) | (519 | ) | 128 | ||||||||||||
Percentage of present value of plan liabilities |
10.1 | % | 19.7 | % | (9.0 | %) | (10.8 | %) | 3.1 | % | ||||||||||
Japan post-retirement benefit plan |
||||||||||||||||||||
Value of plan liabilities at the end of the year |
(2,934 | ) | (2,988 | ) | (3,797 | ) | (3,299 | ) | ||||||||||||
Experience gains / (losses) on plan liabilities |
(93 | ) | 177 | (47 | ) | (56 | ) | |||||||||||||
Percentage of plan liabilities |
(3.2 | %) | 5.9 | % | (1.3 | %) | (1.7 | %) | ||||||||||||
Total actuarial gain / (loss) |
(175 | ) | 257 | (132 | ) | (83 | ) | |||||||||||||
Percentage of present value of plan liabilities |
6.0 | % | 8.6 | % | (3.5 | %) | (2.4 | %) |
36
HG (Luxembourg) S.à r.l.
2014 Annual Consolidated Financial Statements
Notes to the consolidated financial statements
for the year September 30, 2014
15. Retirement benefit obligations (continued)
Sensitivity analysis of plan liabilities
2014 | 2013 | |||||||
$000 | $000 | |||||||
US defined benefit pension plan |
||||||||
1% increase in discount rate |
||||||||
Effect on accumulated benefit obligation |
(2,944 | ) | (2,738 | ) | ||||
1% decrease in discount rate |
||||||||
Effect on accumulated benefit obligation |
3,528 | 3,286 | ||||||
US other post-employment benefits plan |
||||||||
1% increase in discount rate |
||||||||
Effect on accumulated benefit obligation |
(998 | ) | (1,020 | ) | ||||
1% decrease in discount rate |
||||||||
Effect on accumulated benefit obligation |
1,052 | 1,207 | ||||||
1% increase in ultimate healthcare cost trend rate |
||||||||
Effect on accumulated benefit obligation |
53 | 32 | ||||||
1% decrease in ultimate healthcare cost trend rate |
||||||||
Effect on accumulated benefit obligation |
(71 | ) | (37 | ) |
Contributions
2014 $000 |
2013 $000 |
|||||||
Total contributions made during the year |
| 1,208 | ||||||
|
The Group does not expect to make regular ongoing contributions in 2015.
37
HG (Luxembourg) S.à r.l.
2014 Annual Consolidated Financial Statements
Notes to the consolidated financial statements
for the year September 30, 2014
16. Share capital
Effective December 9, 2004, HG (Bermuda) Limited transferred 100% of its interest in its wholly owned subsidiary, Hay Group Partners Holding (Partners BV) to HG Luxembourg in exchange for 100% of the issued shares of HG Luxembourg and an interest bearing unsecured note. Specifically, 57 shares of Partners BV were transferred to HG Luxembourg in exchange for an additional 76,540 shares of HG Luxembourg with a deemed value of 3,827,835 ($5,097,911) and 343 shares of Partners BV were transferred to HG Luxembourg in exchange for a loan note in the amount of 23,034,165. The loan note bore interest at the annual rate of Euribor plus 3% and was due for repayment no later than December 9, 2034. Interest was compounded monthly and due annually. The outstanding balance was paid in full on January 11, 2008.
Effective January 11, 2008, in order to absorb the cumulative losses of HG Luxembourg, the number of shares of HG Luxembourg were reduced to 4,000 (25 par value) by cancelling 73,040 shares. The remaining losses of HG Luxembourg were absorbed by reducing share premium. The USD equivalent of the reduction of share capital and share premium was $5,213,369. Share premium of 123,381 ($182,332) was converted to 4,935.24 CPECs. The remaining balance of share premium ($282,557) was transferred to retained earnings.
Shares authorized |
Shares issued and outstanding |
Called up share capital $000 |
||||||||||
Share capital (25 par value) |
4,000 | 4,000 | 132 |
17. Dividends
During the year ended September 30, 2014, the Company received a dividend in the amount of 10,000,000 (2013: 10,000,000) from Hay Group Partners Holding B.V. The US dollar equivalent in the Company financial statements was $13,101,000 (2013: $13,060,000).
18. Revenue
The Group recognizes revenue in the following categories:
2014 | 2013 | |||||||
$000 | $000 | |||||||
Consulting services |
358,431 | 375,795 | ||||||
Non-consulting revenue |
174,514 | 134,951 | ||||||
|
||||||||
532,945 | 510,746 | |||||||
|
38
HG (Luxembourg) S.à r.l.
2014 Annual Consolidated Financial Statements
Notes to the consolidated financial statements
for the year September 30, 2014
19. Employees
The average number of employees during the year was as follows:
2014 | 2013 | |||||||
Consultants |
1,447 | 1,364 | ||||||
Productized services |
861 | 785 | ||||||
Administrative support staff |
696 | 729 | ||||||
|
||||||||
3,004 | 2,878 | |||||||
|
Employees costs during the year amounted to:
2014 | 2013 | |||||||||
Note | $000 | $000 | ||||||||
Wages and salaries |
294,511 | 278,410 | ||||||||
Social security costs |
31,179 | 31,421 | ||||||||
Pension costs |
15 | 12,372 | 12,351 | |||||||
Other employee related costs |
16,753 | 13,345 | ||||||||
|
||||||||||
354,815 | 335,527 | |||||||||
|
20. Senior incentive plan
Amounts paid annually under the Senior Incentive Plan are determined by Management and are based on Group profit before taxes, interest payable, amortization and provisions for amounts due under this plan.
The amount earned is allocated to individuals, based upon performance, in various currencies. As such, the amount accrued at the reporting date, and included within accrued compensation (Note 13), and the amount ultimately paid in settlement of these liabilities may be different to the amount charged.
Profit from operations before senior incentive plan:
2014 | 2013 | |||||||
$000 | $000 | |||||||
Profit from operations |
19,811 | 11,846 | ||||||
Senior incentive plan |
12,624 | 10,949 | ||||||
|
||||||||
32,435 | 22,795 | |||||||
|
39
HG (Luxembourg) S.à r.l.
2014 Annual Consolidated Financial Statements
Notes to the consolidated financial statements
for the year September 30, 2014
21. Auditor remuneration
Fees billed to the Company and its subsidiaries by KPMG Luxembourg S.à r.l., Luxembourg, and other member firms of the KPMG network during the year are as follows:
2014 | 2013 | |||||||
$000 | $000 | |||||||
Financial statement audit services |
1,297 | 1,205 | ||||||
Other audit services |
175 | 433 | ||||||
Tax services |
724 | 357 | ||||||
Other non-audit services |
20 | 12 | ||||||
|
||||||||
2,216 | 2,007 | |||||||
|
Such fees are presented under general administrative expenses in the statement of comprehensive income.
22. Restructuring
During the year ended September 30, 2014, costs of $nil were incurred in respect of a restructuring undertaken by the Company (2013: $5,874,000). The restructuring undertaken in 2013 involved severance costs and was mostly paid during 2013.
40
HG (Luxembourg) S.à r.l.
2014 Annual Consolidated Financial Statements
Notes to the consolidated financial statements
for the year September 30, 2014
23. Profit before taxation
Profit before taxation is stated after charging the following:
2014 | 2013 | |||||||
$000 | $000 | |||||||
Cost of Revenues |
||||||||
Depreciation of tangible fixed assets |
418 | 533 | ||||||
Staff costs |
298,860 | 280,531 | ||||||
Temporary help |
11,538 | 11,356 | ||||||
Operating lease rentals |
3,700 | 3,767 | ||||||
Other |
24,573 | 43,552 | ||||||
|
||||||||
339,089 | 339,739 | |||||||
|
||||||||
General administrative expenses |
||||||||
Foreign exchange losses |
5,061 | 2,007 | ||||||
Operating lease rentals |
26,889 | 29,694 | ||||||
Depreciation of tangible fixed assets |
4,951 | 4,691 | ||||||
Amortization of intangible assets |
1,397 | 714 | ||||||
Gain on the disposal of property and equipment |
(297 | ) | (47 | ) | ||||
Staff costs |
55,955 | 54,996 | ||||||
Temporary help |
3,829 | 2,458 | ||||||
Non-recoverable employee expenses |
25,128 | 21,509 | ||||||
Other |
51,132 | 43,139 | ||||||
|
||||||||
174,045 | 159,161 | |||||||
|
24a. Finance income
2014 | 2013 | |||||||||
Note | $000 | $000 | ||||||||
Interest and similar income |
702 | 531 | ||||||||
|
||||||||||
702 | 531 | |||||||||
|
24b. Finance costs
2014 | 2013 | |||||||||||
Note | $000 | $000 | ||||||||||
Interest on facility agreement |
10 | 251 | 94 | |||||||||
Other interest and similar charges |
519 | 507 | ||||||||||
Interest on preferred equity certificates |
| 772 | ||||||||||
Finance charge on employee benefit obligations |
15 | 556 | 616 | |||||||||
|
||||||||||||
1,326 | 1,989 | |||||||||||
|
41
HG (Luxembourg) S.à r.l.
2014 Annual Consolidated Financial Statements
Notes to the consolidated financial statements
for the year September 30, 2014
25. Taxes
Tax assets and liabilities
2014 | 2013 | |||||||
$000 | $000 | |||||||
Current tax |
||||||||
Current tax receivable |
3,271 | 5,339 | ||||||
Current tax liability |
(1,657 | ) | (6,629 | ) | ||||
Non-current tax |
||||||||
Deferred tax asset |
33,777 | 32,554 | ||||||
Tax liabilities |
(684 | ) | (2,922 | ) | ||||
Deferred tax liability |
(3,325 | ) | (575 | ) |
Taxation charge
The tax on the Groups profit before tax differs from the theoretical amount that would arise using the weighted average tax rate applicable to profits of the consolidated companies as follows:
2014 | 2013 | |||||||
$000 | $000 | |||||||
Based on the profit before tax for the year: |
||||||||
Income taxes at 35% (2013: 35%) |
6,715 | 3,934 | ||||||
Permanent differences |
2,273 | (193 | ) | |||||
Adjustment for prior year tax charges |
1,388 | (3,416 | ) | |||||
Overseas withholding taxes |
816 | 671 | ||||||
State and other local taxes |
739 | 988 | ||||||
Effect of local rate differences |
1,710 | 219 | ||||||
Profits not taxed due to carryforward tax losses |
(803 | ) | (593 | ) | ||||
Losses generating no current tax benefit |
168 | 2,098 | ||||||
Other |
(1,809 | ) | (340 | ) | ||||
|
||||||||
11,197 | 3,368 | |||||||
|
||||||||
2014 | 2013 | |||||||
$000 | $000 | |||||||
Profit before tax for the year: |
19,187 | 10,388 | ||||||
Effective tax rate |
58.4 | % | 32.4 | % |
42
HG (Luxembourg) S.à r.l.
2014 Annual Consolidated Financial Statements
Notes to the consolidated financial statements
for the year September 30, 2014
25. Taxes (continued)
Taxation charge (continued)
The tax charge is split between current and deferred as follows:
2014 | 2013 | |||||||
$000 | $000 | |||||||
Current tax |
10,737 | 13,881 | ||||||
Deferred tax |
460 | (10,513 | ) | |||||
|
||||||||
11,197 | 3,368 | |||||||
|
Factors that are likely to impact the tax rate of the Company in the future include the extent to which it is able to utilize tax losses in various countries.
Deferred taxes
Full provision is made for the effect of timing differences between the recognition of gains and losses in the financial statements and their recognition for current taxation. Deferred tax assets are recognized to the extent that Management regards their recovery as more likely than not. This determination included an assessment of future taxable profits.
The Company recognized deferred tax assets on corporate income tax loss carryforwards of $2,298,000 as of September 30, 2014 (2013: $1,945,000). Loss carryforwards of $2,131,000 (2013: $1,799,000) can be used indefinitely; the remaining expire in 2018. Previously unrecognized corporate income tax loss carryforwards of $nil (2013: $nil) were considered to meet recognition criteria. No deferred tax assets were recognized for corporate income tax loss carryforwards of $13,879,000 (2013: $15,941,000).
Net deferred tax assets / (liabilities) are provided as follows:
2014 | 2013 | |||||||
$000 | $000 | |||||||
Post-retirement healthcare benefits |
5,382 | 4,668 | ||||||
Pension and other post-employment benefits |
7,907 | 6,257 | ||||||
Deferred revenue |
2,038 | 1,965 | ||||||
Accrued compensation |
4,010 | 4,203 | ||||||
Tax losses |
2,292 | 1,945 | ||||||
Intangible assets |
(909 | ) | | |||||
Other net deferred tax assets |
10,689 | 13,516 | ||||||
Other net deferred tax liabilities |
(957 | ) | (575 | ) | ||||
|
||||||||
30,452 | 31,979 | |||||||
|
43
HG (Luxembourg) S.à r.l.
2014 Annual Consolidated Financial Statements
Notes to the consolidated financial statements
for the year September 30, 2014
25. Taxes (continued)
Deferred taxes (continued)
The net movement in the net deferred tax asset is as follows:
2014 | 2013 | |||||||
$000 | $000 | |||||||
Beginning net deferred tax asset balance |
31,979 | 26,083 | ||||||
Current year tax charge |
(460 | ) | 10,513 | |||||
Deferred tax on intangible assets |
(1,895 | ) | | |||||
Deferred tax on actuarial gains / losses |
1,973 | (2,817 | ) | |||||
Reduction of deferred tax asset due to tax rate change |
12 | 148 | ||||||
Foreign exchange losses |
(1,157 | ) | (1,948 | ) | ||||
|
||||||||
Ending net deferred tax asset balance |
30,452 | 31,979 | ||||||
|
Tax Contingencies
In the normal course of business, the Company finds itself from time to time under examination by the taxing authorities of the countries in which it operates. While it is not possible to predict with certainty the outcome of these matters, Management is of the opinion that these examinations will not materially affect the Companys financial position or operations.
26. Contingent liabilities
The Company is involved in certain litigation arising in the normal course of business. Certain litigation matters have been ongoing for a number of years and the time scale on which such matters may be concluded is uncertain. While it is not possible to predict with certainty the outcome of these matters, Management is of the opinion that the litigation will not have a material impact on the Companys financial position or operations.
44
HG (Luxembourg) S.à r.l.
2014 Annual Consolidated Financial Statements
Notes to the consolidated financial statements
for the year September 30, 2014
27. Commitments
The Group leases office space, computer equipment and office equipment with varying lease terms. Total minimum lease payments under non-cancelable operating leases are:
2014 | 2013 | |||||||
$000 | $000 | |||||||
Operating leases which expire: |
||||||||
Within one year |
7,209 | 6,447 | ||||||
Between two and five years |
28,125 | 36,529 | ||||||
Over five years |
16,988 | 17,698 | ||||||
|
||||||||
At September 30 |
52,322 | 60,674 | ||||||
|
Minimum lease payments in 2015 under non-cancelable operating leases are:
2014 | 2013 | |||||||
$000 | $000 | |||||||
Operating leases which expire: |
||||||||
Within one year |
7,209 | 6,447 | ||||||
Between two and five years |
21,434 | 19,404 | ||||||
Over five years |
2,767 | 2,890 | ||||||
|
||||||||
At September 30 |
31,410 | 28,741 | ||||||
|
28. Related-party transactions
The total of amounts payable to HG (Bermuda) Ltd as of September 30, 2014 is $13,861,000 (2013: $102,000). Interest expense recognized during the year ended September 30, 2014 on balances due to HG (Bermuda) Ltd. was $60,000 (2013: $775,000).
Total remuneration paid to key management personnel (being the Board of Managers) consisted of the following:
2014 | 2013 | |||||||
$000 | $000 | |||||||
Short-term employee benefits |
3,768 | 3,634 | ||||||
Post-employment benefits |
107 | 177 | ||||||
Other long-term benefits |
1 | 30 |
As of September 30, 2014, there was a $nil (2013: $500,000) loan receivable due from a related party of the Company.
45
HG (Luxembourg) S.à r.l.
2014 Annual Consolidated Financial Statements
Notes to the consolidated financial statements
for the year September 30, 2014
29. Investments
The Hay Group includes 100% of the ordinary capital of the following subsidiary undertakings, except where a smaller proportion is indicated. All subsidiaries are primarily engaged in management consulting except where otherwise indicated. The country of operations and registration of the subsidiaries are as follows:
Key | ||||
|
||||
Argentina | Hay Argentina S.A. | |||
Australia | Hay Group Pty Ltd. | |||
Belgium | Hay Group N.V./S.A. | |||
Brazil | Hay do Brasil Consultores Ltda. | |||
Canada | Hay Group Ltd. | |||
Chile | * | Hay Group Ltd. | ||
China | Hay Group Asia Ltd. | |||
China | Hay Group Ltd. | |||
China | Hay Group Co. Ltd. | |||
Colombia | Hay Management Consultants Colombia Ltda. | |||
Costa Rica | * | Hay Group, S.R.L. | ||
Curacao | F | Hay Financial Corporation N.V. | ||
Czech Republic | * | Hay Group O.S. | ||
Finland | Hay Group, Oy | |||
France | * | Hay Group S.A. | ||
France | H | Hay France S.A. | ||
Germany | Hay Group GmbH | |||
Greece | Hay Group S.A. | |||
Hungary | Hay Group Management Consultants Ltd. | |||
India | Hay Consultants India Private Ltd. | |||
Indonesia | PT Hay Group | |||
Ireland | Hay Group (Ireland) Ltd. | |||
Ireland | Hay Management Consultants Ireland Ltd. | |||
Israel | Hay Group Ltd. | |||
Italy | Hay Group S.r.l. | |||
Japan | Hay Group (Japan), Ltd. | |||
Lithuania | Hay Group UAB | |||
Malaysia | Hay Group Sdn.Bhd. (98.35%) | |||
Mexico | Hay Group, S.A. de C.V. | |||
The Netherlands | H | Hay Group Investment Holding B.V. | ||
The Netherlands | Hay Group B.V. | |||
The Netherlands | H | Hay Management International B.V. | ||
The Netherlands | H | Hay Group Partners Holding B.V. |
46
HG (Luxembourg) S.à r.l.
2014 Annual Consolidated Financial Statements
Notes to the consolidated financial statements
for the year September 30, 2014
29. Investments (continued)
Key | ||||
|
||||
New Zealand | Hay Group Ltd. | |||
Norway | Hay Group AS | |||
Peru | Hay Group S.A.C. | |||
Poland | Hay Group Sp.z.o.o. | |||
Portugal | Hay Consulting Group, S.A. | |||
Romania | Hay Group Management Consultants SRL | |||
Qatar | Hay Group, LLC. | |||
Russia | * | Hay Group OOO | ||
Saudi Arabia | Hay Group Saudi Arabia Limited | |||
Singapore | Hay Group Pte Ltd. | |||
Slovak Republic | Hay Group s.r.o. | |||
South Africa | Hay Group South Africa (Pty) Ltd. | |||
South Korea | Hay Group Ltd. | |||
Spain | Hay Group S.A. | |||
Sweden | Hay Group AB | |||
Thailand | * | Hay Group Ltd. | ||
Turkey | * | Hay Group Danismanlik LS | ||
Ukraine | Hay Group TOV | |||
United Arab Emirates | * | Hay Group | ||
United Kingdom | * | The Hay Group Management Ltd. | ||
United Kingdom | H | Hay Group UK Holdings Ltd. | ||
United Kingdom | H* | Hay Group Intermediary Ltd. | ||
United Kingdom | Hay Pension Consultants Ltd. | |||
United Kingdom | Talent Q International | |||
United States of America | * | Hay Group, Inc. | ||
United States of America | H | Hay Group Holdings, Inc. | ||
United States of America | M* | Hay Group Management, Inc. | ||
United States of America | H* | Hay Group International, Inc. | ||
United States of America | * | Hay/Huggins Plan Services, Inc. | ||
Venezuela | Hay Group Venezuela S.A. | |||
Vietnam | Hay Group Consulting Limited | |||
Key | ||||
|
||||
* Held by a subsidiary undertaking | M Group management company | |||
F Finance company | H Intermediate holding company only |
30. Subsequent events
There are no subsequent events that require adjustment or disclosure in the financial statements.
47