-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, ST2kieHl6BbD6lwBpAishZE89mq/epa6/LsC6Mr0Wfy+ANiEh1wcFtfXk1osm0Tq 5XEpzUmggV0+anpbu+EoVA== 0000950116-97-001516.txt : 19970815 0000950116-97-001516.hdr.sgml : 19970815 ACCESSION NUMBER: 0000950116-97-001516 CONFORMED SUBMISSION TYPE: 10QSB/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19970331 FILED AS OF DATE: 19970814 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: HUDSON TECHNOLOGIES INC /NY CENTRAL INDEX KEY: 0000925528 STANDARD INDUSTRIAL CLASSIFICATION: HAZARDOUS WASTE MANAGEMENT [4955] IRS NUMBER: 133641530 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10QSB/A SEC ACT: 1934 Act SEC FILE NUMBER: 033-80270-NY FILM NUMBER: 97663572 BUSINESS ADDRESS: STREET 1: 25 TORNE VALLEY RD CITY: HILLBURN STATE: NY ZIP: 10931 BUSINESS PHONE: 9143684990 MAIL ADDRESS: STREET 1: 25 THORNE VALLEY RD CITY: HILLBURN STATE: NY ZIP: 10931 FORMER COMPANY: FORMER CONFORMED NAME: REFRIGERANT RECLAMATION INDUSTRIES INC DATE OF NAME CHANGE: 19940617 10QSB/A 1 ================================================================================ Securities and Exchange Commission Washington, D.C. 20549 Form 10-QSB/A (Amendment No. 1) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 1997 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 - -------------------------------------------------------------------------------- Hudson Technologies, Inc. - -------------------------------------------------------------------------------- (Exact 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 number) 25 Torne Valley Road Hillburn, New York 10931 (Address of principal executive offices) (ZIP Code) Issuer's telephone number, including area code: (914) 368-4990 - -------------------------------------------------------------------------------- Indicate by check mark whether the issuer (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding twelve 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 last 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 4,997,080 shares ----------------------------- ---------------- Class Outstanding at March 31, 1997 ================================================================================ Hudson Technologies, Inc. Index Part I. Financial Information Page Number Item 1 Consolidated Statements of Operations 2 Consolidated Balance Sheets 3 Consolidated Statements of Cash flows 4 Notes to the Consolidated Financial statements 5 Item 2 Management's Discussion and Analysis of Financial Condition and Results of Operations 8 Part II. Other information Item 1.- Legal proceedings 11 Item 2 - Changes in Securities 11 Item 6.- Exhibits and Reports on Form 8-K 11 Signatures 12 1 Part I - Financial Information Hudson Technologies, Inc. and subsidiaries Consolidated Statements of Operations (unaudited)
Three month period ended (In thousands, except for share and per share amounts) March 31, --------- 1997* 1996 ----- ---- Revenues $8,022 $3,757 Cost of Sales 6,834 2,460 ----- ----- Gross Profit 1,188 1,297 Operating expenses: Selling and marketing 419 231 General and administrative 989 731 Depreciation and amortization 283 232 ----- ----- Total operating expenses 1,691 1,194 Operating income (loss) (503) 103 Other income (expense): Interest income -- 27 Interest expense (185) (51) Other income 30 10 ----- ----- (155) (14) Earnings (loss) before income taxes (658) 89 Provision for income taxes -- 9 ----- ----- Net earnings (loss) $(658) $80 ----- ----- - -------------------------------------------- Net earnings (loss) per common share ($0.14) $0.02 Weighted average number of shares outstanding 4,825,580 4,308,935 Net earnings (loss) per common share- assuming dilution $(0.14) $0.02 Weighted average number of shares outstanding- assuming dilution 4,825,580 4,663,100 - -------------------------------------------- Certain 1996 amounts have been reclassified to conform with 1997 presentation format. See accompanying Notes to the Consolidated Financial Statements. * Restated See Note 2
2 Hudson Technologies, Inc. and subsidiaries Consolidated Balance Sheets
(Amounts in thousands, except for share amounts) Balance as of: March 31, 1997* December 31, 1996 -------------- --------------- ----------------- Assets Current assets: Cash and cash equivalents $ 477 $ 422 Trade accounts receivable; net of allowance for doubtful accounts of $545,000 4,274 2,476 Inventories 6,136 9,062 Income taxes receivable 922 930 Prepaid expenses and other current assets 208 141 ------- ------- Total current assets 12,017 13,031 Property, plant and equipment, less accumulated depreciation 6,177 5,882 Goodwill and intangible assets, less accumulated amortization 7,640 7,754 Deferred income taxes 1,947 1,978 Other assets 97 130 ------- ------- Total assets $27,878 $28,775 ======= ======= Liabilities and Stockholders' Equity Current liabilities: Accounts payable and accrued expenses $ 1,730 $ 2,762 Short term debt; including loans from officers and stockholders of $202,000 at December 31, 1996 2,800 5,678 Reserve for restructuring 294 377 ------- ------- Total current liabilities 4,824 8,817 Deferred income 67 71 Long-term debt, less current maturities 1430 1,509 ------- ------- Total liabilities 6,321 10,397 ------- ------- Stockholders' equity Common stock, $0.01 par value; shares authorized 20,000,000; issued and outstanding 4,997,080 and 4,308,935 50 44 Additional paid-in capital 22,348 18,517 Retained deficit (668) (10) ------- ------- 21,730 18,551 Less: Treasury stock, 21,000 shares at cost (173) (173) ------- ------- Total Stockholders' equity 21,557 18,378 ------- ------- Total liabilities and Stockholders' equity $27,878 $28,775 ======= ======= ------------------------------------------------------------------------ Commitments and contingencies (Part II) Certain 1996 amounts have been reclassified to conform with 1997 presentation format. See accompanying Notes to the Consolidated Financial Statements. * Restated See Note 2
3 Hudson Technologies, Inc. and subsidiaries Consolidated Statements of Cash Flows (unaudited) (In thousands)
For the three month period ended March 31, ------------------------------------------ 1997* 1996 ----- ---- Cash flows from operating activities: Net earnings (loss) $(658) $80 Adjustments to reconcile net earnings (loss) to cash provided (used) by operating activities: Depreciation and amortization 283 232 Deferred income taxes 32 15 Decrease (increase) in trade receivables (1,799) (1,293) Decrease (increase) in inventories 2,926 967 Decrease (increase) in income taxes receivable 8 - Decrease (increase) in prepaid and other current assets (67) (327) Decrease (increase) in other assets 33 1 Increase (decrease) in accounts payable and accrued expenses (1,031) (37) Increase (decrease) in deferred income (4) - Increase (decrease) in reserve for restructuring (83) - ----- ------ Cash provided (used) by operating activities (360) (362) ----- ------ Cash flows from investing activities: Additions to property, plant, and equipment (465) (606) ----- ------ Cash provided (used) by investing activities (465) (606) ----- ------ Cash flows from financing activities: Proceeds from redemption of warrants - 331 Proceeds from issuance of stock 3,837 Proceeds from short-term bank borrowings 513 - Repayment of debt (3,470) (63) ----- ------ Cash provided (used) by financing activities 880 268 ----- ------ Increase (decrease) in cash and cash equivalents 55 (700) Cash and equivalents at beginning of period 422 2,460 ----- ------ Cash and equivalents at end of period $477 $1,760 ===== ====== --------------------------------------------------------------------- Certain 1996 amounts have been reclassified to conform with 1997 presentation format. See accompanying Notes to the Consolidated Financial Statements * Restated See Note 2.
4 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"), is a leading provider of products and technical services related to the recovery and reclamation of refrigerants used in commercial air conditioning and refrigeration systems. The Company's services have been developed to facilitate compliance with the Federal Clean Air Act as amended in 1990, which prohibits the venting, and requires the recovery, of specified chlorofluorocarbon ("CFCs") and hydrochlorofluorocarbon ("HCFCs") refrigerants. The Company participates in an industry that is substantially regulated, changes in which could affect operating results. Currently the Company purchases unprocessed refrigerants from domestic suppliers. The Company's inability to obtain refrigerants could cause delays in refrigerant processing, possible loss of revenues, and resulting possible adverse affect on operating results. 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 SB. 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, 1996. 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 inter-company accounts and transactions have been eliminated. The Company's consolidated financial statements include the accounts of wholly owned subsidiaries Hudson Technologies Company (formerly named Refrigerant Reclamation Corporation of America, Inc.) ("RRCA") and Environmental Support Solutions, Inc. ("ESS"), together with other controlled affiliates. Reclassifications Certain 1996 amounts have been reclassified to conform to 1997 presentation format. Amounts reclassified had no impact on consolidated operating income or earnings. Fair value of Financial Instruments The carrying values of financial instruments including trade accounts receivable, and accounts payable approximate fair value at March 31, 1997 and December 31, 1996, 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. The fair value of officer and shareholder notes cannot be determined due to the nature of the transactions. 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 receivable is 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. 5 Hudson Technologies, Inc. and subsidiaries Notes to Consolidated Financial Statements Revenue 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 reclamation sites. Cash and cash equivalents Money market accounts and temporary investments with original maturities of ninety days or less are included in cash and cash equivalents. 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. 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. Goodwill and intangible assets Goodwill is amortized over 25 years using the straight-line method. Other intangible assets consisting primarily of patents or acquired contract rights are amortized on a straight-line basis over the remaining life of the patent. Income taxes Hudson 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. Treasury stock Common stock, acquired by the Company under a repurchase program authorized by the Board of Directors on May 10, 1996, is carried at acquisition cost (market price at acquisition date). Earnings per common and equivalent shares During February 1997, the FASB issued SFAS No. 128 'Earnings Per Share', which replaces the presentation of primary earnings per share (`EPS'), with basic EPS. It also requires dual presentation of basic and diluted EPS. The Company adopted SFAS No. 128 as of January 1, 1997. Recent accounting pronouncements During March 1995, the Financial Accounting Standards Board ('FASB') issued Statement of Financial Accounting Standard ('SFAS') No. 121 'Accounting for Impairment of Long-lived Assets and for Long-lived Assets to be Disposed of" which requires, among other things, that impairment losses of assets held and gains or losses of assets to be disposed of, be included as a component of income from continuing operations before taxes. The Company adopted SFAS 121 on January 1, 1996 and at December 31, 1996, no provision for the impairment of Long-lived assets was required. During October 1995, the FASB issued SFAS No. 123, 'Accounting for stock-based compensation', which established a fair value method for accounting of stock-based compensation plans. As of January 1, 1996, the 6 Hudson Technologies, Inc. and subsidiaries Notes to Consolidated Financial Statements Company elected to implement SFAS No. 123 by disclosing the proforma net income and proforma net income per share amounts assuming the fair valuation method. This disclosure is displayed in note 14 of the Notes to the Consolidated Financial Statements associated with the Company's report Form 10-KSB filed for the year ended December 31, 1996. During February 1997, the FASB issued SFAS No. 128 'Earnings Per Share', which replaces the presentation of primary earnings per share (`EPS'), with basic EPS. It also requires dual presentation of basic and diluted EPS. The Company adopted SFAS No. 128 as of January 1, 1997. 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 substantially regulated, changes in which could affect operating results. Currently the Company purchases unprocessed refrigerants from domestic suppliers and its customers. The Company's inability to obtain refrigerants could cause delays in refrigerant processing, possible loss of revenues, and resulting possible adverse affect on operating results. Note 2- Restatement The consolidated financial statements for the three months ended March 31, 1997 as originally reported reflect certain accounting policies and estimates, which were subsequently determined to be incorrect and, accordingly, the consolidated financial statements have been restated. The effect of the restatement as of and for the three month period ended March 31, 1997 is as follows (in thousands): As Previously As Statement of Operations: Reported Restated ------------- -------- Revenues $ 9,024 $8,022 Cost of Sales 6,595 6,834 Operating Expenses 1,861 1,691 Net Earnings (Loss) $ 235 $ (658) Stockholders' Equity: Retained Earnings (Deficit) $ 224 $ (668) 7 Hudson Technologies, Inc. and subsidiaries Management's Discussion and Analysis of Financial Condition and Results of Operations The statements which are not historical facts are forward looking statements that involve risks and uncertainties, including but 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, increased competition, the nature of supplier or customer arrangements which become available to the Company in the future, adverse weather conditions, technological obsolescence and potential environmental liability. The Company's actual results may differ materially from the results discussed in any forward looking statement. Certain March 31, 1997 financial information has been restated. See Note 2 to the consolidated financial statements. Results of Operations Three months ended March 31, 1997 Revenues totaled $8.0 million, an increase of $4.2 million or 111% from the $3.8 million reported during the comparable prior year period. The increase was attributable primarily to higher refrigerant product sales volume. Cost of sales totaled $6.8 million, an increase of $4.3 million or 172% from the $2.5 million reported during the comparable prior year period due mainly to higher refrigerant products sales volume. As a percentage of sales, cost of sales were 85% of revenues for the three-month period ended March 31, 1997, an increase from the 65% reported for the comparable prior year. The increase in cost of sales as a percentage of revenues was attributable primarily to a change in product mix with a higher volume of lower margin, refrigerant product sales occurring during the 1997 period. Operating expenses totaled $1.7 million, an increase of $0.5 million or 42% from the $1.2 million reported during the comparable prior year period. The increase was attributable mainly to the inclusion of the Company's acquisitions (namely ESS) in consolidated 1997. As a percentage of revenues, operating expenses totaled 20% of revenues, down from the 32% for the comparable 1996 period, due mainly to greater 1997 sales volume. Net loss totaled $0.7 million, a decrease of $0.8 million or 800% from the $0.1 million net earnings reported during the comparable prior year period. The decrease in earnings was attributable mainly to higher operating expenses and lower gross profits on refrigerant sales. Liquidity and Capital Resources Net cash used in operating activities totaled $0.4 million for the three months ended March 31, 1997 compared with a net cash usage of $0.4 million for the prior year comparable period. Net cash used in investing activities of $0.5 million and $0.6 million for the three months ended March 31, 1997 and 1996, respectively, consisted primarily of equipment additions. Cash flows from financing activities totaled $0.9 million for the three months ended March 31, 1997 and consisted mainly of issuance of common shares to E.I. DuPont de Nemours ($3.5 million) offset by retirement of debt ($3.1 million) associated with the Company's Convertible Notes issued during 1996. Cash flows from financing activities totaled $0.3 million for the three-month period ended March 31, 1996 and consisted mainly of proceeds ($0.3 million) from the redemption of warrants. 8 Hudson Technologies, Inc. and subsidiaries Management's Discussion and Analysis of Financial Condition and Results of Operations (continued) At March 31, 1997, the Company reported cash and equivalents totaling $0.5 million, a decrease of $1.3 million from the comparable prior year period. Decrease in cash and equivalents were attributable mainly to 1996 acquisitions, fixed asset purchases and cash used to fund net loss. On May 10, 1996, the Board of Directors authorized the Company to acquire, from publicly traded markets, a maximum of 25,000 issued and outstanding shares of its own Common Stock. As of December 31, 1996, the Company had repurchased 21,000 shares at an average price of $8.25 per share. On June 18, and September 30, 1996, the Company issued convertible debentures with a combined face value of $5.3 million. These debentures were retired or converted to common stock during January 1997. On July 24, 1996, the Company completed the acquisition of GRR Co., Inc. in consideration of the issuance of 20,000 unregistered shares of the Company's Common stock. In connection with its bankruptcy reorganization in June 1994, prior to its acquisition by Hudson, RRCA has obligations (as modified by a settlement during April 1996) totaling $0.8 million at March 31, 1997 payable in periodic payments to bankruptcy creditors through July 2000. On November 14, 1996, certain officers and stockholders of Hudson granted unsecured loans ($678,000) to the Company; repayable upon receipt of proceeds from property mortgage (see below) or on subsequent demand. On January 29, 1997, the Company repaid the officer loans and accrued interest outstanding. During 1996, the Company mortgaged its property and building located in Ft. Lauderdale with Turnberry Savings Bank, NA. The mortgage ($0.7 million at March 31, 1997) bears a fixed annual interest rate of 9.25% and repayable over 20 years commencing February 1997. The Company has a bank line of credit ($3.0 million) with MTB Bank N.A. (`MTB'), which bears interest at a rate of prime plus 2%. Advances under the MTB line ($2.2 million at March 31, 1997) were limited to 85% of eligible trade accounts receivable and 50% of inventories not exceeding trade receivable lending limits (above) or $2 million. Substantially all the Company's assets are pledged as collateral for Hudson obligations to MTB Bank. The Company was in compliance with all terms of the MTB Bank agreement at March 31, 1997. The agreement expires May 1, 1997. During January 1997, in connection with the execution of various agreements with E.I. DuPont de Nemours ("DuPont'), the Company obtained additional equity funds ($3.5 million) from an affiliate of DuPont. Proceeds from this funding were utilized primarily to retire debt. During January 1997, the Company entered into an agreement to purchase a 29,000 square foot facility on 5.15 acres in Congers, New York for about $1.4 million; subject to approvals and ability to obtain financing. The Company is leasing the facility in the interim period. The Company has historically financed its working capital requirements through cash flows from operations, the issuance of debt and equity securities, and bank borrowings. The Company is seeking to implement an expanded bank credit line; however, there is no assurance that any such financing will be available to the Company, lack of which could materially adversely affect the Company's financial condition and results of operations. 9 Hudson Technologies, Inc. and subsidiaries Management's Discussion and Analysis of Financial Condition and Results of Operations (continued) Reliance on Suppliers The Company's financial performance is in part dependent on its ability to obtain sufficient quantities of domestic virgin and reclaimable refrigerants from manufacturers, wholesalers, distributors, bulk gas brokers, and from other sources; and on corresponding demand for reclaimed 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. During January 1997, the Company entered into agreements with DuPont to market DuPont's SUVA(TM) refrigerants. Under the agreement, 95% of virgin refrigerants provided to specified market segment customers must be purchased from DuPont. 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, availability and price of refrigerant products (virgin or reclaimable), changes in reclamation technology, timing in introduction and / or retrofit of CFC-based refrigeration equipment by domestic users of refrigeration, 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. Unforeseen events, including the delays in securing adequate supplies of refrigerants at peak demand periods, lack of refrigerant demand, or declining refrigerant prices could result in significant fluctuations in Company operating results or losses which might not be easily reversed. There can be no assurance that the foregoing factors could not result in material adverse affect of the Company's financial condition and results of operations. 10 Hudson Technologies, Inc. and subsidiaries PART II. OTHER INFORMATION Item 1. Legal Proceedings During June 1995, United Water of New York Inc. ("United") alleged that it discovered that two of its wells within close proximity to the Company's facility showed elevated levels of refrigerant contamination. During June 1996, United notified the Company that it was seeking indemnification by the Company for costs incurred to date as well as costs expected to be incurred in connection with United taking remedial action. During July 1996, United threatened to institute legal action in the event that the Company declined to settle this matter. During August 1996, the Company received a letter from the New York State Department of Environmental Conservation ("DEC") which stated that in the opinion of DEC the Company's refrigerants were the cause of the contamination of United's wells. The DEC report states that it is not aware of the extent of the contamination or how the Company's refrigerants entered the groundwater. The Company is cooperating with the DEC to develop a proposal to quantify and remediate the contamination During December 1996, the Company and United entered into an interim settlement agreement which provided for (a) reimbursement ($84,000) of United's operating costs associated with certain wells through August 1996, (b) reimbursement, subject to a dollar cap of $12,650 per month, of United monthly operating costs for certain wells from September 1996 through April 1997, and (c) continued monitoring of refrigerant groundwater levels. Under the agreement, United agreed not to commence legal action against the Company prior to May 1, 1997. Neither party waived their rights as a result of the interim agreement. The Company is currently conducting an investigation to determine the source of the alleged contamination in United's wells and the need, if any, for remediation. There can be no assurance that United will not commence legal action after May 1, 1997 seeking substantial damages and/or other relief; or that any legal action or settlement will be resolved in a manner favorable to the Company; or that ultimate outcome of any legal action or settlement will not have a material adverse effect on the Company's financial condition and results of operations. Item 2. Changes in Securities (a) and (b) not applicable. (c) In January 1997, the Company sold 500,000 shares of its common stock to Dupont in a private transaction that was exempt from the registration provisions of the Securities Act of 1933 (the "Act") by virtue of the exemptions provided by Section 4(2) and/or Regulation D promulgated under the Act. In January 1997, certain convertible debentures were converted into 133,085 shares of the Company's common stock in a transaction exempt from the registration provisions of the Act by virtue of Section 3(a)(9) promulgated thereunder. Item 6. Exhibits and Reports on Form 8-K (a) The following exhibits are attached to this report. Exhibit 27: Financial Data Schedule (for SEC use only) (b) The Company filed the following Current Reports on Form 8-K under the Securities Exchange Act of 1934 during the quarter ended March 31, 1997. Form 8-K was filed on February 7, 1997 relating to the Company's relationship with DuPont. 11 Hudson Technologies, Inc. and subsidiaries Form 10-QSB/A of March 31, 1997 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed in its behalf by the undersigned, thereunto duly authorized. HUDSON TECHNOLOGIES, INC. By: /s/ Kevin J. Zugibe August 14, 1997 --------------------------------------------- Kevin J. Zugibe Date President/CEO By: /s/ Brian F. Coleman August 14, 1997 --------------------------------------------- Brian F. Coleman Date Vice President and Chief Financial Officer By: /s/ Stephen J. Cole-Hatchard August 14, 1997 ---------------------------------------------- Stephen J. Cole-Hatchard Date Vice President, Principal Accounting Officer 12 EX-27 2 FINANCIAL DATA SCHEDULE
5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM FORM 10-QSB/A AT MARCH 31, 1997 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 3-MOS DEC-31-1997 MAR-31-1997 477,000 0 4,819,000 545,000 6,136,000 12,017,000 6,177,000 0 27,878,000 4,824,000 0 0 0 50 21,507,000 27,878,000 8,022,000 8,022,000 6,834,000 6,834,000 283,000 0 185,000 (658,000) 0 (658,000) 0 0 0 (658,000) (0.14) (0.14)
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