-----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, AN2ESSvaROcP3pO+FKz6B5lvqFLSKLb0UxaYndLjgps3PKyx9fM6EbgZMr6DPVXZ N/YqFtzU4fd8IUlGnURcmA== 0001010541-09-000009.txt : 20090721 0001010541-09-000009.hdr.sgml : 20090721 20090721171110 ACCESSION NUMBER: 0001010541-09-000009 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20090721 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20090721 DATE AS OF CHANGE: 20090721 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HUDSON TECHNOLOGIES INC /NY CENTRAL INDEX KEY: 0000925528 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-MACHINERY, EQUIPMENT & SUPPLIES [5080] IRS NUMBER: 133641539 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-13412 FILM NUMBER: 09955606 BUSINESS ADDRESS: STREET 1: PO BOX 1541 STREET 2: ONE BLUE HILL PLAZA, 14TH FLOOR CITY: PEARL RIVER STATE: NY ZIP: 10965 BUSINESS PHONE: 8457356000 MAIL ADDRESS: STREET 1: PO BOX 1541 STREET 2: ONE BLUE HILL PLAZA, 14TH FLOOR CITY: PEARL RIVER STATE: NY ZIP: 10965 FORMER COMPANY: FORMER CONFORMED NAME: REFRIGERANT RECLAMATION INDUSTRIES INC DATE OF NAME CHANGE: 19940617 8-K 1 form8k_07212009.htm HUDSON TECHNOLOGIES 8-K Hudson Technologies 8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

FORM 8-K

 

CURRENT REPORT Pursuant

to Section 13 or 15(d) of the

Securities Exchange Act of 1934

 

Date of report (Date of earliest event reported): July 15, 2009

Hudson Technologies, Inc.

(Exact Name of Registrant as Specified in Its Charter)

New York

(State or Other Jurisdiction of Incorporation)

1-13412

 

13-3641539

(Commission File Number)

 

(IRS Employer Identification No.)

PO Box 1541, One Blue Hill Plaza Pearl River, New York

 

10965

(Address of Principal Executive Offices)

 

(Zip Code)

(845) 735-6000

(Registrant's Telephone Number, Including Area Code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Item 1.01 Entry into a Material Definitive Agreement.

On July 15, 2009, Hudson Technologies, Inc. (the "Registrant"), through its subsidiary company Hudson Technologies Company ("HTC"), entered into a Fourth Amendment to the Amended and Restated Loan Agreement (the "Amendment") with Keltic Financial Partners, LP ("Keltic") and Bridge Healthcare Finance, LLC ("Bridge"), which extended through September 15, 2009 the temporary increase to $17,000,000 in HTC's existing credit facility with Keltic and Bridge (the "Facility") that was put in place on March 20, 2009 pursuant to the Third Amendment to the Amended and Restated Loan Agreement with Keltic and Bridge. Effective as of the close of business on September 15, 2009, the maximum borrowings under the Facility will return to $15,000,000. The Facility bears interest at a rate equal to the greater of the prime rate plus 0.875% or 6.5%. As of July 15, 2009 the Facility bore interest at 6.5%. At July 15, 2009, the total borrowings under the Facility were approximately $11,500,000.

On July 15, 2009, the Registrant, through HTC entered into a Waiver to Loan Agreement with respect to the Facility which, among other things, waived HTC's failure to achieve minimum EBITDA for the fiscal quarter ending June 30, 2009 as required under the Amended and Restated Loan Agreement between HTC, Keltic and Bridge, dated as of June 27, 2007, as amended.

 

Item 2.02 Results of Operations and Financial Condition.

On July 16, 2009 the Registrant issued a press release announcing its preliminary unaudited financial results for the fiscal quarter and three months ended June 30, 2009.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

 

The information provided in the first paragraph of Item 1.01 of this Form 8-K is hereby incorporated into this Item 2.03.

 

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit 99.1 Press Release of the Registrant issued July 16, 2009.

 

 

 

 

 

 

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

HUDSON TECHNOLOGIES, INC.

 

 

 

Date: July 21, 2009

By:

/s/ Stephen P. Mandracchia

 

Name:

Stephen P. Mandracchia

 

Title:

Vice President Legal & Regulatory, Secretary

 

EX-99 2 form8k_07212009-ex991.htm EXHIBIT 99.1 Exhibit 99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

HUDSON TECHNOLOGIES REPORTS PRELIMINARY SECOND QUARTER RESULTS

 

Pearl River, NY - July 16, 2009 - Hudson Technologies, Inc. (NASDAQ: HDSN), a leading distributor and reclaimer of refrigerants as well as a provider of proprietary on-site decontamination services for large comfort and process cooling systems, announced preliminary results for the second quarter ended June 30, 2009.

The Company expects to report revenues of $8.3 million for the three months ended June 30, 2009 compared to $13.1 million for the same quarter last year. The Company expects to report earnings per basic and diluted common share in the range of $0.00 to $0.01 for the three months ended June 30, 2009.

Kevin J. Zugibe, Chairman and Chief Executive Officer of Hudson Technologies commented "Looking back on the first and second quarter, we see that the combination of an ailing economy and prolonged unseasonably cool weather in the North, particularly in the Northeast, have dramatically impacted our industry. The decline in revenues for the second quarter of 2009 when compared to the second quarter of last year is primarily due to a reduction in the volume of our refrigerant sales. Revenue from our services business was only slightly down from last year, which we attribute primarily to the economy and not from a shift in demand, since most of our service work relates to systems that operate either in industrial or large comfort cooling systems that are to a greater extent unaffected by seasonality."

"We believe the primary driver for the reduction in our refrigerant sales has been the combination of unusually cool weather in the North and Northeast and the shift in our customers' normal buying practices related to their decisions to maintain lower inventory levels and defer inventory purchases until the refrigerant is absolutely needed. Now that we have completed the second quarter, we believe that this shift will likely continue throughout this year and, when coupled with the unseasonably cool weather, particularly in the Northeast, will result in decreased revenues in 2009 when compared to 2008. However, we also believe that 2010 should bring more normalized annual sales volume for refrigerants as the industry cycles through this A/C season and these market conditions."

Mr. Zugibe continued, "In spite of the disappointing second quarter, we have good reason to remain very optimistic about our business. Demand for our reclamation services is growing and the number of pounds of refrigerant processed is up so far this year, as anticipated with the approach of the next phase of the federally mandated phase out in the production of new (virgin) HCFC refrigerants scheduled to commence in less than six months. Based upon regulations proposed by the EPA last December, which are expected to be finalized in the coming months, beginning in January 2010, only 80% of the projected U.S. demand for HCFC refrigerants will be met by newly manufactured or imported HCFCs, meaning that 20% of the demand will need to be met by reclaimed or recycled refrigerant. This would represent more than a 300% increase in the demand for reclamation from current levels. As an industry leader with proven infrastructure and distillation capabilities, this is a catalytic event for Hudson and beginning in 2010 we expect to benefit from this industry shift."

"Furthermore, we are very encouraged by the passing of the Waxman-Markey Climate and Energy Bill by the House of Representatives on June 26, 2009. While this is only the first step in the process of climate change legislation, the current form of the bill calls for phasing down production of the next generation Hydrofluorocarbon (HFC) refrigerants beginning as early as 2012. Final passage and signing of this bill into law would likely result in a further increase in industry reliance and/or demand for reclaimed refrigerant and could create new opportunities to expand the scope and breadth of our business."

The Company cautions that the following preliminary financial results are unaudited estimates. These estimates have not been reviewed by the Company's Independent Registered Public Accounting Firm and are therefore subject to modification in the course of completing the Company's quarter-end financial review and completion of the Company's full financial results.

About Hudson Technologies

 

Hudson Technologies, Inc. is a leading provider of innovative solutions to recurring problems within the refrigeration industry. Hudson's proprietary RefrigerantSide® Services increase operating efficiency and energy savings, and remove moisture, oils and other contaminants frequently found in the refrigeration circuits of large comfort cooling and process refrigeration systems. Performed at a customer's site as an integral part of an effective scheduled maintenance program or in response to emergencies, RefrigerantSide® Services offer significant savings to customers due to their ability to be completed rapidly and at higher purity levels, and can be utilized while the customer's system continues to operate. In addition, the Company sells refrigerants and provides traditional reclamation services to the commercial and industrial air conditioning and refrigeration markets. For further information on Hudson, please visit the Company's web site at www.hudsontech.com. 

Safe Harbor Statement under the Private Securities Litigation Act of 1995

Statements contained herein, which are not historical facts constitute 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), the Company's ability to source 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, the ability to obtain financing and other risks detailed in the Company's periodic reports filed with the Securities and Exchange Commission.  The words "believe", "expect", "anticipate", "may", "plan", "should" 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.

 

Investor Relations Contact:
John Nesbett/Jennifer Belodeau

Institutional Marketing Services (IMS)
(203) 972-9200

jnesbett@institutionalms.com

 

Investor contact:

BPC Financial Marketing

John Baldissera

800-368-1217

 

 

Company Contact:
Brian F. Coleman, President & COO
Hudson Technologies, Inc.
(845) 735-6000
bcoleman@hudsontech.com

 

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