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Securities and Exchange Commission
Washington, D.C. 20549
Form 10-QSB
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended March 31, 2001
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from ____________ to ____________
Commission file number 1-13412
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Hudson Technologies, Inc.
(Name of small business issuer as specified in its charter)
New York 13-3641539
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
275 North Middletown Road
Pearl River, New York 10965
(address of principal executive offices) (ZIP Code)
Issuer's telephone number, including area code: (845) 735-6000
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Check whether the issuer: (1) has filed all reports required to be filed by
Section 13 or 15 (d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
Yes [X] No [ ].
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date:
Common stock, $0.01 par value 5,088,820 shares
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Class Outstanding at April 7, 2001
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Hudson Technologies, Inc.
Index
Part I. Financial Information Page Number
Item 1 - Consolidated Balance Sheets 3
- Consolidated Statements of Operations 4
- Consolidated Statements of Cash Flows 5
- Notes to the Consolidated Financial Statements 6
Item 2 - Management's Discussion and Analysis of Financial 10
Condition and Results of Operations
Part II. Other information
Item 1 - Legal Proceedings 14
Item 2 - Changes in Securities and Use of Proceeds 14
Item 6 - Exhibits and Reports on Form 8-K 15
Signatures 16
2
Part I - FINANCIAL INFORMATION
Hudson Technologies, Inc. and subsidiaries
Consolidated Balance Sheets
(Amounts in thousands, except for share and par value amounts)
March 31, December 31,
2001 2000
---- ----
Assets (unaudited)
------
Current assets:
Cash and cash equivalents $ 2,617 $ 863
Trade accounts receivable - net of allowance for doubtful
accounts of $155 and $154 3,592 2,588
Inventories 1,960 1,901
Prepaid expenses and other current assets 210 197
-------- --------
Total current assets 8,379 5,549
Property, plant and equipment, less accumulated depreciation 4,257 5,342
Other assets 99 105
-------- --------
Total Assets $ 12,735 $ 10,996
======== ========
Liabilities and Stockholders' Equity
Current liabilities:
Accounts payable and accrued expenses $ 3,231 $ 3,836
Short-term debt 3,077 2,169
-------- --------
Total current liabilities 6,308 6,005
Deferred income 3 6
Long-term debt, less current maturities 1,157 1,887
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Total Liabilities 7,468 7,898
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Commitments and contingencies
Stockholders' equity:
Preferred Stock, shares authorized 5,000,000:
Series A Convertible
Preferred Stock, $0.01 par value
($100 liquidation preference value); shares authorized
150,000; issued and outstanding 104,766 and 72,195 10,476 7,219
Common Stock, $0.01 par value; shares authorized
20,000,000; issued outstanding 5,088,820 51 51
Additional paid-in capital 20,816 21,133
Accumulated deficit (26,076) (25,305)
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Total Stockholders' Equity 5,267 3,098
-------- --------
Total Liabilities and Stockholders' Equity $ 12,735 $ 10,996
======== ========
See accompanying Notes to the Consolidated Financial Statements.
3
Hudson Technologies, Inc. and subsidiaries
Consolidated Statements of Operations
(unaudited)
(Amounts in thousands, except for share and per share amounts)
Three month period
ended March 31,
---------------
2001 2000
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Revenues $ 5,030 $ 3,084
Cost of Sales 3,868 2,106
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Gross Profit 1,162 978
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Operating expenses:
Selling and marketing 558 511
General and administrative 1,040 959
Depreciation and amortization 307 326
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Total operating expenses 1,905 1,796
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Operating loss (743) (818)
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Other income (expense):
Interest expense (125) (117)
Other income 83 83
Gain on sale of assets 14 --
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Total other income (expense) (28) (34)
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Loss before income taxes (771) (852)
Income taxes -- --
---------- ----------
Net loss (771) (852)
Preferred stock dividends (159) (122)
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Loss available for common shareholders $ (930) $ (974)
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Net loss per common share - basic and diluted $ (0.18) $ (0.19)
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Weighted average number of shares outstanding 5,088,820 5,087,820
========== ==========
See accompanying Notes to the Consolidated Financial Statements.
4
Hudson Technologies, Inc. and subsidiaries
Consolidated Statements of Cash Flows
Increase (Decrease) in Cash and Cash Equivalents
(unaudited)
(Amounts in thousands)
Three month period
ended March 31,
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2001 2000
---- ----
Cash flows from operating activities:
Net loss $ (771) $ (852)
Adjustments to reconcile net loss
to cash used by operating activities:
Depreciation and amortization 307 326
Allowance for doubtful accounts 7 15
Gain on sale of assets (14) --
Common stock issued for services -- 7
Changes in assets and liabilities:
Trade accounts receivable (1,011) 282
Inventories (59) 218
Prepaid expenses and other current assets (13) (25)
Other assets 3 5
Accounts payable and accrued expenses (604) (109)
Deferred income (3) (4)
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Cash used by operating activities (2,158) (137)
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Cash flows from investing activities:
Sale of property, plant and equipment 938 --
Additions to property, plant, and equipment (144) (207)
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Cash provided (used) by investing activities 794 (207)
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Cash flows from financing activities:
Proceeds from issuance of preferred stock - net 2,940 --
Proceeds from short-term debt - net 921 60
Proceeds from long-term debt -- 100
Repayment of long-term debt (743) (187)
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Cash provided (used) by financing activities 3,118 (27)
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Increase (decrease) in cash and cash equivalents 1,754 (371)
Cash and equivalents at beginning of period 863 2,483
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Cash and equivalents at end of period $ 2,617 $ 2,112
======= =======
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Supplemental disclosure of cash flow information:
Cash paid during period for interest $ 125 $ 117
See accompanying Notes to the Consolidated Financial Statements
5
Hudson Technologies, Inc. and subsidiaries
Notes to Consolidated Financial Statements
General
Hudson Technologies, Inc., incorporated under the laws of New York on January
11, 1991, together with its subsidiaries (collectively, "Hudson" or the
"Company"), primarily (i) sells refrigerants (ii) provides RefrigerantSide(R)
Services performed at a customer's site, consisting of system decontamination to
remove moisture, oils and other contaminants and (iii) provides recovery and
reclamation of the refrigerants used in commercial air conditioning, industrial
processing and refrigeration systems. The Company operates through its wholly
owned subsidiary Hudson Technologies Company.
Note 1 - Summary of Significant Accounting Policies
The accompanying unaudited financial statements have been prepared in accordance
with generally accepted accounting principles for interim financial statements
and with the instructions of Regulation S-B. Accordingly, they do not include
all the information and footnotes required by generally accepted accounting
principles for complete financial statements. The financial information included
in the quarterly report should be read in conjunction with the Company's audited
financial statements and related notes thereto for the year ended December 31,
2000. Operating results for the three month period ended March 31, 2001 are not
necessarily indicative of the results that may be expected for the fiscal year
ending December 31, 2001.
In the opinion of management, all estimates and adjustments considered necessary
for a fair presentation have been included and all such adjustments were normal
and recurring.
Consolidation
The consolidated financial statements represent all companies of which Hudson
directly or indirectly has majority ownership or otherwise controls. Significant
intercompany accounts and transactions have been eliminated. The Company's
consolidated financial statements include the accounts of wholly-owned
subsidiaries Hudson Holdings, Inc. and Hudson Technologies Company.
Fair value of financial instruments
The carrying values of financial instruments including trade accounts
receivable, and accounts payable approximate fair value at March 31, 2001 and
December 31, 2000, because of the relatively short maturity of these
instruments. The carrying value of short-and long-term debt approximates fair
value, based upon quoted market rates of similar debt issues, as of March 31,
2001 and December 31, 2000.
Credit risk
Financial instruments, which potentially subject the Company to concentrations
of credit risk, consist principally of temporary cash investments and trade
accounts receivable. The Company maintains its temporary cash investments in
highly-rated financial institutions. The Company's trade accounts receivables
are due from companies throughout the U.S. The Company reviews each customer's
credit history before extending credit.
The Company establishes an allowance for doubtful accounts based on factors
associated with the credit risk of specific accounts, historical trends, and
other information.
During the quarter ended March 31, 2001, three customers accounted for 18%, 13%
and 12% of the Company's revenues. During the quarter ended March 31, 2000, no
customer accounted for more than 10% of the Company's revenues. The loss of a
principal customer or a decline in the economic prospects and purchases of the
Company's products or services by any such customer would have an adverse effect
on the Company's financial position and results of operations.
Cash and cash equivalents
Temporary investments with original maturities of ninety days or less are
included in cash and cash equivalents.
6
Inventories
Inventories, consisting primarily of reclaimed refrigerant products available
for sale, are stated at the lower of cost, on a first-in first-out basis, or
market.
Property, plant, and equipment
Property, plant, and equipment are stated at cost; including internally
manufactured equipment. The cost to complete equipment that is under
construction is not considered to be material to the Company's financial
position. Provision for depreciation is recorded (for financial reporting
purposes) using the straight-line method over the useful lives of the respective
assets. Leasehold improvements are amortized on a straight-line basis over the
shorter of economic life or terms of the respective leases.
Due to the specialized nature of the Company's business, it is possible that the
Company's estimates of equipment useful life periods may change in the future.
Revenues and cost of sales
Revenues are recorded upon completion of service or product shipment or passage
of title to customers in accordance with contractual terms. Cost of sales is
recorded based on the cost of products shipped or services performed and related
direct operating costs of the Company's facilities.
Income taxes
The Company utilizes the assets and liability method for recording deferred
income taxes, which provides for the establishment of deferred tax asset or
liability accounts based on the difference between tax and financial reporting
bases of certain assets and liabilities.
The Company recognized a reserve allowance against the deferred tax benefit for
the current and prior period losses. The tax benefit associated with the
Company's net operating loss carry forwards would be recognized to the extent
that the Company recognized net income in future periods.
Loss per common and equivalent shares
Loss per common share, Basic, is calculated based on the net loss for the period
less dividends on the outstanding Series A Preferred Stock, $159,000 and
$122,000 for the three month periods ended March 31, 2001 and 2000,
respectively, divided by the weighted average number of shares outstanding. If
dilutive, common equivalent shares (common shares assuming exercise of options
and warrants or conversion of Preferred Stock) utilizing the treasury stock
method are considered in the presentation of dilutive earnings per share.
Diluted loss per share was not presented since the effect was not dilutive.
Estimates and Risks
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect reported amounts of certain assets and liabilities, the disclosure of
contingent assets and liabilities, and the results of operations during the
reporting period. Actual results could differ from these estimates.
The Company participates in an industry that is highly regulated, changes in
which could affect operating results. Currently the Company purchases virgin and
reclaimable refrigerants from domestic suppliers and its customers. To the
extent that the Company is unable to obtain refrigerants on commercially
reasonable terms or experiences a decline in demand for refrigerants, the
Company could realize reductions in refrigerant processing and possible loss of
revenues, which would have a material adverse affect on operating results.
The Company is subject to various legal proceedings. The Company assesses the
merits and estimates the potential liability, if any, associated with each of
these proceedings. To the extent that these estimates are not accurate, or
circumstances change in the future, the Company could realize liabilities which
would have a material adverse affect on operating results and its financial
position.
7
Impairment of long-lived assets and long-lived assets to be disposed of
The Company reviews for impairment of long-lived assets whenever events or
changes in circumstances indicate that the carrying amount of an asset may not
be recoverable. Recoverability of assets to be held and used is measured by a
comparison of the carrying amount of the assets to the future net cash flows
expected to be generated by the asset. If such assets are considered to be
impaired, the impairment to be recognized is measured by the amount by which the
carrying amount of the assets exceeds the fair value of the assets. Assets to be
disposed of are reported at the lower of the carrying amount or fair value less
the cost to sell.
Note 2 - Stockholders Equity
On March 30, 1999, the Company completed the sale of 65,000 shares of its Series
A Preferred Stock, with a liquidation value of $100 per share, to Fleming US
Discovery Fund III, L.P. and Fleming US Discovery Offshore Fund III, L.P. The
gross proceeds from the sale of the Series A Preferred Stock were $6,500,000.
The Series A Preferred Stock converts to Common Stock at a rate of $2.375 per
share, which was 27% above the closing market price of Common Stock on March 29,
1999.
On February 16, 2001, the Company completed the sale of 30,000 shares of its
Series A Preferred Stock, with a liquidation value of $100 per share, to Fleming
US Discovery Fund III, L.P. and Fleming US Discovery Offshore Fund III, L.P. The
gross proceeds from the sale of the Series A Preferred Stock were $3,000,000.
The Series A Preferred Stock converts to Common Stock at a rate of $2.375 per
share, which was 23% above the closing market price of Common Stock on February
15, 2001.
The Series A Preferred Stock has voting rights on an as-if converted basis. The
number of votes applicable to the Series A Preferred Stock is equal to the
number of shares of Common Stock into which the Series A Preferred Stock is then
convertible. However, the holders of the Series A Preferred Stock will provide
the Chief Executive Officer and the Secretary of the Company a proxy to vote all
shares currently owned and subsequently acquired above 29% of the votes entitled
to be cast by all shareholders of the Company. The Preferred Stock carries a
dividend rate of 7%, which will increase to 16%, if the stock remains
outstanding on or after March 31, 2004. The conversion rate may be subject to
certain antidilution provisions. The Company has used and will use the net
proceeds from the issuance of the Series A Preferred Stock to expand its
RefrigerantSide(R) Services business and for working capital purposes.
The Company pays dividends, in arrears, on the Series A Preferred Stock, semi
annually, either in cash or additional shares, at the Company's option. On March
30, 2001, the Company declared and paid, in-kind, the dividends outstanding on
the Series A Preferred Stock and issued a total of 2,571 additional shares of
its Series A Preferred Stock in satisfaction of the dividends due. The Company
may redeem the Series A Preferred Stock on March 31, 2004 either in cash or
shares of Common Stock valued at 90% of the average trading price of the Common
Stock for the 30 days preceding March 31, 2004. In addition, after March 30,
2001, the Company may call the Series A Preferred Stock if the market price of
its Common Stock is equal to or greater than 250% of the conversion price and
the Common Stock has traded with an average daily volume in excess of 20,000
shares for a period of thirty consecutive days.
Note 3 - Dispositions
Effective March 19, 1999, the Company sold 75% of its stock ownership in
Environmental Support Solutions, Inc. ("ESS") to one of its founders. The
consideration for the Company's sale of its interest was $100,000 in cash and a
six year note in the amount of $380,000. The Company recognized a valuation
allowance for 100% of the note receivable. The Company will recognize as income
the portion of the proceeds associated with the note receivable upon the receipt
of cash. This sale did not have a material effect on the Company's financial
condition or results of operations. Effective October 11, 1999, the Company sold
to three of ESS's employees an additional 5.4% ownership in ESS. The Company
received $37,940 from the sale of the additional ESS stock. Effective April 18,
2000, ESS redeemed the balance of the Company's stock ownership in ESS. The
Company received cash in the amount of $188,000 from the redemption and such
amount was included as other income as of that date.
8
Note 4 - Other Income
Other income consisted primarily of lease rental income from the Company's Ft.
Lauderdale facility, which was sold on March 22, 2001, and payments received
from the note receivable from ESS. On March 22, 2001, the Company sold its Ft.
Lauderdale property and, after payment of the then outstanding mortgage and
transactional expenses, it received net proceeds of approximately $300,000. The
Company recognized a $14,000 gain from the sale of this property.
9
Hudson Technologies, Inc. and subsidiaries
Management's Discussion and Analysis of Financial Condition
and Results of Operations
Safe Harbor Statement Under The Private Securities Litigation Reform Act of 1995
Certain statements contained in this section and elsewhere in this Form 10-QSB
constitute "forward-looking statements" within the meaning of the Private
Securities Litigation Reform Act of 1995. Such forward-looking statements
involve a number of known and unknown risks, uncertainties and other factors
which may cause the actual results, performance or achievements of the Company
to be materially different from any future results, performance or achievements
expressed or implied by such forward-looking statements. Such factors include,
but are not limited to, changes in the markets for refrigerants (including
unfavorable market conditions adversely affecting the demand for, and the price
of refrigerants), regulatory and economic factors, seasonality, competition,
litigation, the nature of supplier or customer arrangements which become
available to the Company in the future, adverse weather conditions, possible
technological obsolescence of existing products and services, possible reduction
in the carrying value of long-lived assets, estimates of the useful life of its
assets, potential environmental liability, customer concentration and other
risks detailed in the Company's other periodic reports filed with the Securities
and Exchange Commission. The words "believe", "expect", "anticipate", "may",
"plan", and similar expressions identify forward-looking statements. Readers are
cautioned not to place undue reliance on these forward-looking statements, which
speak only as of the date the statement was made.
Overview
Sales of refrigerants continue to represent a significant portion of the
Company's revenues. The Company believes that, in the refrigeration industry
overall, there will be a trend towards lower sales prices, volume and gross
profit margins on refrigerant sales in the foreseeable future, which will
continue to have an adverse effect on the Company's operating results.
The Company has changed its business focus from sales of refrigerants towards
service revenues through the development of a service offering known as
RefrigerantSide(R) Services. These new services are offered in addition to the
Company's traditional refrigerant management services, consisting of recovery
and reclamation of refrigerants used in commercial air conditioning, industrial
processing and refrigeration systems, in conjunction with, sales of refrigerants
to these customers. Pursuant to this change in business focus, the Company is
currently implementing a strategic business plan which provides for the creation
of a network of service depots and the exiting of certain operations which may
not support the growth of service sales. Consistent with its plan, the Company
has experienced a reduction in refrigerant sales which were primarily targeted
to the automotive aftermarket industry.
During 1999 and 2001 the Company completed sales of its Series A Preferred
Stock. The net proceeds of these sales were used and are being used to expand
the Company's service offering through a network of service depots that provide
a full range of the Company's on site RefrigerantSide(R) Services and to provide
working capital. Management believes that its RefrigerantSide(R) Services
represent the Company's long term growth potential. However, while the Company
believes it will experience an increase in revenues from its RefrigerantSide(R)
Services, in the short term, such an increase may not be sufficient to offset
reductions in refrigerant revenue which may occur as a result of the Company's
shift in its business focus toward RefrigerantSide(R) Services. The Company
expects that it will incur additional expenses and losses during the year
related to the continued development of its depot network.
The change in business focus towards revenues generated from RefrigerantSide(R)
Services may cause a material reduction in revenues derived from the sale of
refrigerants. In addition, to the extent that the Company is unable to obtain
refrigerants on commercially reasonable terms or experiences a decline in demand
for refrigerants, the Company could realize reductions in refrigerant
processing, and possible loss of revenues which would have a material adverse
effect on its operating results.
Results of Operations
Three months ended March 31, 2001 as compared to the three months ended March
31, 2000
Revenues for the three months ended March 31, 2001 were $5,030,000, an increase
of $1,946,000 or 63% from the $3,084,000 reported during the comparable 2000
period. The increase in revenues was primarily attributable to an increase in
refrigerant revenues and an increase in RefrigerantSide(R) Services revenues.
The increase in refrigerant
10
revenues is related to an increase in the sales price of certain refrigerants as
compared to the 2000 period. The increase in RefrigerantSide(R) Service revenues
reflects growth through the development of the Company's services through its
depot network.
Cost of sales for the three months ended March 31, 2001 were $3,868,000, an
increase of $1,762,000 or 84% from the $2,106,000 reported during the comparable
2000 period. The increase in cost of sales was primarily due to a higher volume
of refrigerant sales. As a percentage of sales, cost of sales were 77% of
revenues for the three month period ended March 31, 2001, an increase from the
68% reported for the comparable 2000 period. The increase in cost of sales as a
percentage of revenues was primarily attributable to the increase in payroll and
supplies cost associated with the RefrigerantSide(R) Service revenues and the
increase in the volume of refrigerant sales.
Operating expenses for the three months ended March 31, 2001 were $1,905,000, an
increase of $109,000 or 6% from the $1,796,000 reported during the comparable
2000 period. The increase was primarily attributable to an increase in selling
expenses associated with the expansion of the Company's RefrigerantSide(R)
Service offering and an increase in professional fees.
Other income (expense) for the three months ended March 31, 2001 was ($28,000),
as compared to the ($34,000) reported during the comparable 2000 period. Other
income (expense) includes interest expense of $125,000 and $117,000 for 2001 and
2000, respectively, offset by other income of $97,000 and $83,000 for 2001 and
2000, respectively. The increase in interest expense is primarily attributed to
an increase in borrowings during 2001 as compared to 2000. Other income
primarily relates to lease rental income, interest income, proceeds from the
sale of Environmental Support Solutions, Inc. ("ESS") and the gain from the sale
of the lease rental property on March 22, 2001.
No income taxes for the three months ended March 31, 2001 and 2000 were
recognized. The Company recognized a reserve allowance against the deferred tax
benefit for the 2001 and 2000 losses. The tax benefits associated with the
Company's net operating loss carry forwards would be recognized to the extent
that the Company recognizes net income in future periods. A portion of the
Company's net operating loss carry forwards are subject to annual limitations.
Net loss for the three months ended March 31, 2001 was $771,000, as compared to
net loss of $852,000 reported during the comparable 2000 period. The reduction
in the net loss for the 2001 period as compared to 2000 was primarily
attributable to a higher volume of refrigerant revenues offset by an increase in
operating expenses.
Liquidity and Capital Resources
At March 31, 2001, the Company had working capital of approximately $2,071,000,
an increase of $2,527,000 from the working capital deficit of $456,000 at
December 31, 2000. The increase in working capital is primarily attributable to
the sale of the Company's Series A Preferred Stock and the sale of its Ft.
Lauderdale property offset by the net loss incurred during the quarter ended
March 31, 2001. A principal component of current assets is inventory. At March
31, 2001, the Company had inventories of $1,960,000, an increase of $59,000 or
3% from the $1,901,000 at December 31, 2000. The Company's ability to sell and
replace its inventory and the prices at which it can be sold are subject, among
other things, to current market conditions (See Seasonality and Fluctuations in
Operating Results). The Company has historically financed its working capital
requirements through cash flows from operations, the issuance of debt and equity
securities and bank borrowings.
Net cash used by operating activities for the three months ended March 31, 2001,
was $2,158,000 compared with net cash used by operating activities of $137,000
for the comparable 2000 period. Net cash used by operating activities was
primarily attributable to the net loss for the 2001 period, an increase in trade
receivables and a reduction in accounts payable and accrued expenses.
Net cash provided by investing activities for the three months ended March 31,
2001, was $794,000 compared with net cash used by investing activities of
$207,000 for the prior comparable 2000 period. The net cash provided by
investing activities was due to the Company's sale of its Ft. Lauderdale
property offset by equipment additions primarily associated with the expansion
of the Company's depot network.
Net cash provided by financing activities for the three months ended March 31,
2001, was $3,118,000 compared with net cash used by financing activities of
$27,000 for the comparable 2000 period. The net cash provided by financing
activities for the 2001 period primarily consisted of the sale of the Company's
Series A Preferred Stock.
At March 31, 2001, the Company had cash and equivalents of $2,617,000.
11
The Company had property and a building located in Ft. Lauderdale which was
leased at $13,781 per month to an unaffiliated third party. On March 22, 2001,
the Company completed the sale of the property to an unaffiliated third party.
After payment of the then outstanding mortgage balance and transactional
expenses, the Company received net proceeds of approximately $300,000 and
recognized a $14,000 gain from the sale of this property.
The Company has entered into a credit facility with The CIT Group/Business
Credit, Inc. ("CIT") which provides for borrowings to the Company of up to
$6,500,000. The facility requires minimum borrowings of $1,250,000. The facility
provides for a revolving line of credit and a term loan and expires in April
2003. Advances under the revolving line of credit are limited to (i) 80% of
eligible trade accounts receivable and (ii) 50% of eligible inventory (which
inventory amount shall not exceed 200% of eligible trade accounts receivable or
$3,250,000). As of March 31, 2001, the Company had availability under its
revolving line of credit of approximately $293,000. Advances available to the
Company under the term loan are based on existing fixed asset valuations and
future advances under the term loan up to an additional $1,000,000 are based on
future capital expenditures. During 1999, the Company received advances of
$166,000 based on capital expenditures. As of March 31, 2001, the Company has
approximately $628,000 outstanding under its term loans and $2,655,000
outstanding under its revolving line of credit. The facility bears interest at
the prime rate plus 1.5%, 9.5% at March 31, 2001, and substantially all of the
Company's assets are pledged as collateral for obligations to CIT. In addition,
among other things, the agreements restrict the Company's ability to declare or
pay any dividends on its capital stock. The Company has obtained a waiver from
CIT to permit the payment of dividends on its Series A Preferred Stock.
Effective March 19, 1999, the Company sold 75% of its stock ownership in ESS to
one of ESS's founders. The consideration for the Company's sale of its interest
was $100,000 in cash and a six year 6% interest bearing note in the amount of
$380,000. The Company will recognize as income the portion of the proceeds
associated with the note receivable upon the receipt of cash. This sale did not
have a material effect on the Company's financial condition or results of
operations. Effective October 11, 1999, the Company sold to three of ESS's
employees an additional 5.4% ownership in ESS. The Company received $37,940 from
the sale of this additional ESS stock. Effective April 18, 2000, ESS redeemed
the balance of the Company's stock ownership in ESS. The Company received cash
in the amount of $188,000 from the redemption.
The Company is continuing to evaluate opportunities to rationalize its operating
facilities based on its emphasis on the expansion of its service sales. As a
result, the Company may discontinue certain operations which it believes do not
support the growth of service sales and, in doing so, may incur future charges
to exit certain operations.
On March 30, 1999, the Company completed the sale of 65,000 shares of its Series
A Preferred Stock, with a liquidation value of $100 per share, to Fleming US
Discovery Fund III, L.P. and Fleming US Discovery Offshore Fund III, L.P. The
gross proceeds from the sale of the Series A Preferred Stock were $6,500,000.
The Series A Preferred Stock converts to Common Stock at a rate of $2.375 per
share, which was 27% above the closing market price of Common Stock on March 29,
1999.
On February 16, 2001, the Company completed the sale of 30,000 shares of its
Series A Preferred Stock, with a liquidation value of $100 per share, to Fleming
US Discovery Fund III, L.P. and Fleming US Discovery Offshore Fund III, L.P. The
gross proceeds from the sale of the Series A Preferred Stock were $3,000,000.
The Series A Preferred Stock converts to Common Stock at a rate of $2.375 per
share, which was 23% above the closing market price of Common Stock on February
15, 2001.
The Series A Preferred Stock has voting rights on an as-if converted basis. The
number of votes applicable to the Series A Preferred Stock is equal to the
number of shares of Common Stock into which the Series A Preferred Stock is then
convertible. However, the holders of the Series A Preferred Stock will provide
the Chief Executive Officer and the Secretary of the Company a proxy to vote all
shares currently owned and subsequently acquired above 29% of the votes entitled
to be cast by all shareholders of the Company. The Preferred Stock carries a
dividend rate of 7%. The conversion rate may be subject to certain antidilution
provisions. The Company has used and will use the net proceeds from the issuance
of the Series A Preferred Stock to expand its RefrigerantSide(R) Services
business and for working capital purposes.
The Company pays dividends, in arrears, on the Series A Preferred Stock, semi
annually, either in cash or additional shares, at the Company's option. On March
30, 2001, the Company declared and paid, in-kind, the dividends outstanding on
the Series A Preferred Stock and issued a total of 2,571 additional shares of
its Series A Preferred Stock in satisfaction of the dividends due. The Company
may redeem the Series A Preferred Stock on March 31, 2004 either in cash or
shares of Common Stock valued at 90% of the average trading price of the Common
Stock for the 30 days preceding March 31, 2004. In addition, after March 30,
2001 the Company may call the Series A Preferred Stock if the market price of
its
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Common Stock is equal to or greater than 250% of the conversion price and the
Common Stock has traded with an average daily volume in excess of 20,000 shares
for a period of thirty consecutive days.
The Company has provided certain registration, preemptive and tag along rights
to the holders of the Series A Preferred Stock. The holders of the Series A
Preferred Stock, voting as a separate class, have the right to elect up to two
members to the Company's Board of Directors or at their option, to designate up
to two advisors to the Company's Board of Directors who will have the right to
attend and observe meetings of the Board of Directors. Currently, the holders
have elected two members to the Board of Directors.
The Company believes that its anticipated cash flow from operations, together
with the proceeds from the sale of its Preferred Stock, and its credit facility,
will be sufficient to satisfy the Company's working capital requirements and
proposed expansion of its service business for the foreseeable future. However,
any unanticipated expenses or failure to obtain revenues expected to be
generated from the Company's depots or additional expansion or acquisition costs
that may arise in the future would affect the Company's future capital needs.
There can be no assurances that the Company's proposed or future plans will be
successful, and as such, the Company may require additional capital sooner than
anticipated.
Reliance on Suppliers and Customers
The Company's financial performance is in part dependent on its ability to
obtain sufficient quantities of virgin and reclaimable refrigerants from
manufacturers, wholesalers, distributors, bulk gas brokers, and from other
sources within the air conditioning and refrigeration and automotive aftermarket
industries, and on corresponding demand for refrigerants. To the extent that the
Company is unable to obtain sufficient quantities of refrigerants in the future,
or resell reclaimed refrigerants at a profit, the Company's financial condition
and results of operations would be materially adversely affected. The loss of a
principal customer would have a material adverse effect on the Company.
During the quarter ended March 31, 2001, three customers accounted for 18%, 13%
and 12% of the Company's revenues. During the quarter ended March 31, 2000, no
customer accounted for more than 10% of the Company's revenues. The loss of a
principal customer or a decline in the economic prospects and purchases of the
Company's products or services by any such customer would have a material
adverse effect on the Company's financial position and results of operations.
Seasonality and Fluctuations in Operating Results
The Company's operating results vary from period to period as a result of
weather conditions, requirements of potential customers, non-recurring
refrigerant and service sales, availability and price of refrigerant products
(virgin or reclaimable), changes in reclamation technology and regulations,
timing in introduction and/or retrofit or replacement of CFC-based refrigeration
equipment by domestic users of refrigerants, the rate of expansion of the
Company's operations, and by other factors. The Company's business has
historically been seasonal in nature with peak sales of refrigerants occurring
in the first half of each year. During past years, the seasonal decrease in
sales of refrigerants have resulted in additional losses during the second half
of the year. Delays in securing adequate supplies of refrigerants at peak demand
periods, lack of refrigerant demand, increased expenses, declining refrigerant
prices and a loss of a principal customer could result in significant losses.
There can be no assurance that the foregoing factors will not occur and result
in a material adverse effect on the Company's financial position and significant
losses. With respect to the Company's RefrigerantSide(R) Services, to date, the
Company has not identified any seasonal pattern. However, the Company could
experience a seasonal element to this portion of its business in the future.
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PART II - OTHER INFORMATION
Item 1. Legal Proceedings
In June 1998, United Water of New York Inc. ("United") commenced an action
against the Company in the Supreme Court of the State of New York, Rockland
County, seeking damages in the amount of $1.2 million allegedly sustained as a
result of the prior contamination of certain of United's wells within close
proximity to the Company's Hillburn, New York facility.
On April 1, 1999, the Company reported a release at the Company's Hillburn, New
York facility of approximately 7,800 lbs. of R-11, as a result of a failed hose
connection to one of the Company's outdoor storage tanks allowing liquid R-11 to
discharge from the tank into the concrete secondary containment area in which
the subject tank was located.
Between April 1999 and May 1999, with the approval of the New York State
Department of Environmental Conservation ("DEC"), the Company constructed and
put into operation a remediation system at the Company's facility to remove R-11
levels in the groundwater under and around the Company's facility. The cost of
this remediation system was $100,000.
In July 1999, United amended its complaint in the Rockland County action to
allege facts relating to, and to seek damages allegedly resulting from the April
1, 1999 R-11 release.
In June 2000, the Rockland County Supreme Court approved a settlement of the
Rockland County action commenced by United. Under the Settlement, the Company
paid to United the sum of $1,000,000 upon Court approval of the settlement, and
has agreed to make monthly payments in the amount of $5,000 for a minimum of 18
months following the settlement. The proceeds of the settlement were required to
be used to fund the construction and operation by United of a new remediation
tower, as well as for the continuation of temporary remedial measures
implemented by United and that have successfully contained the spread of R-11.
The remediation tower was completed in March 2001 and is designed to treat all
of United's impacted wells and restore the water to New York State drinking
water standards for supply to the public. The Company carries $1,000,000 of
pollution liability insurance per occurrence and in connection with the
settlement exhausted all insurance proceeds available under all applicable
policies.
In June 2000, the Company signed an Order on Consent with the DEC regarding all
past contamination of the United well field. Under the Order on Consent, the
Company agreed to pay a $10,000 penalty relating to the April 1, 1999 release
and agreed to continue operating the remediation system installed by the Company
at its Hillburn facility in May 1999 until remaining groundwater contamination
has been effectively abated.
In May 2000, the Company's Hillburn facility was nominated by the United States
Environmental Protection Agency ("EPA") for listing on the National Priorities
List ("NPL"), pursuant to the Comprehensive Environmental Response, Compensation
and Liability Act of 1980 ("CERCLA'). The Company believes that the agreements
reached with the DEC and United Water, together with the reduced levels of
contamination present in the United Water wells, make such listing unnecessary
and counterproductive. Hudson submitted opposition to the listing within the
sixty-day comment period. To date, no final decision has been made by the EPA
regarding the proposed listing.
There can be no assurance that the effects of the April 1, 1999 R-11 release
will not spread beyond the United Water well system and impact the Village of
Suffern's wells or that the ultimate outcome of such a spread of contamination
will not have a material adverse effect on the Company's financial condition and
results of operations. There is also no assurance that the Company's opposition
to the EPA's listing will be successful, or that the ultimate outcome of such a
listing will not have a material adverse effect on the Company's financial
condition and results of operations.
Item 2. Changes in Securities and Use of Proceeds
During the three months ended March 31, 2001, the Company granted options to
purchase 75,000 shares of common stock to certain employees pursuant to its 1997
Stock Option Plan. On February 16, 2001, the Company completed the sale of
30,000 shares of its Series A Preferred Stock with gross proceeds of $3,000,000.
On March 30, 2001, the Company issued a total of 2,571 additional shares of its
Series A Preferred Stock to the holders thereof in satisfaction of the dividends
then due. With respect to these grants and issuances, the Company relied on the
exemption from registration provided by Section 4(2) under the Securities Act of
1933 as transactions by an issuer not involving a public offering.
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Item 6. Exhibits and Reports on Form 8-K
(a) The following exhibits are attached to this report:
None
(b) No report on Form 8-K was filed during the quarter ended March 31, 2001.
15
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant
caused this Report to be signed in its behalf by the undersigned, thereunto duly
authorized.
HUDSON TECHNOLOGIES, INC.
By: /s/ Kevin J. Zugibe May 14, 2001
---------------------------------------
Kevin J. Zugibe Date
Chairman/President and
Chief Executive Officer
By: /s/ Brian F. Coleman May 14, 2001
---------------------------------------
Brian F. Coleman Date
Vice President and
Chief Financial Officer
16