10-Q

UNITED STATES

Securities and Exchange Commission

Washington, D.C. 20549

Form 10-Q

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE

ACT OF 1934

For the quarterly period ended September 30, 2011

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 registrant as specified in its charter)

New York	13-3641539
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification No.)
1 Blue Hill Plaza
P.O. Box 1541	10965
Pearl River, New York	(Zip Code)
(Address of principal executive offices)
Registrant’s telephone number, including area code	(845) 735-6000

(Former name, former address, and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (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 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.x Yes    ¨ No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files.)

x Yes    ¨ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of “large accelerated filer”, “accelerated filer”, and “smaller reporting company” in Rule 12b-2 of the Exchange Act:

Large accelerated filer	¨	Accelerated filer	¨
Non-accelerated filer (do not check if a smaller reporting company)	¨	Smaller reporting company	x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).   ¨ Yes    x No

State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date:

Common stock, $0.01 par value	23,780,606 shares
Class	Outstanding at October 28, 2011

Hudson Technologies, Inc.

Index

Item

Part	Item		Page
Part I.	Financial Information
	Item 1	- Financial Statements
		- 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 Condition and Results        of Operations	12
	Item 3	- Quantitative and Qualitative Disclosures About Market Risk	17
	Item 4	- Controls and Procedures	17
Part II.	Other Information
	Item 1	- Legal Proceedings	18
	Item 6	- Exhibits	18
	Signatures

2

Part I – FINANCIAL INFORMATION

Item 1 – Financial Statements

Hudson Technologies, Inc. and subsidiaries

Consolidated Balance Sheets

(Amounts in thousands, except for share and par value amounts)

	September 30, 2011			December 31, 2010
	(unaudited)
Assets
Current assets:
Cash and cash equivalents	$	5,189		$	3,926
Trade accounts receivable - net of allowance for doubtful accounts of $290 and $220		4,617			1,767
Inventories		10,008			18,211
Prepaid expenses and other current assets		1,781			376
Total current assets		21,595			24,280
Property, plant and equipment, less accumulated depreciation and amortization		3,043			3,008
Other assets		79			66
Deferred tax assets - net		2,640			3,669
Intangible assets, less accumulated amortization		79			73
Total Assets	$	27,436		$	31,096
Liabilities and Stockholders' Equity
Current liabilities:
Accounts payable and accrued expenses	$	3,332		$	6,350
Accrued payroll		378			693
Short-term debt and current maturities of long-term debt		3,821			5,012
Total current liabilities		7,531			12,055
Long-term debt, less current maturities		150			1,018
Total Liabilities		7,681			13,073
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 ; none issued or outstanding		—			—
Common stock, $0.01 par value; shares authorized 50,000,000; 23,780,606 issued and outstanding		238			238
Additional paid-in capital		42,863			42,887
Accumulated deficit		(23,346	)		(25,102	)
Total Stockholders' Equity		19,755			18,023
Total Liabilities and Stockholders' Equity	$	27,436		$	31,096

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 September 30,						Nine month period ended September 30,
	2011			2010			2011			2010
Revenues	$	11,935		$	7,996		$	40,465		$	33,133
Cost of sales		10,465			6,192			32,586			26,455
Gross Profit		1,470			1,804			7,879			6,678
Operating expenses:
Selling and marketing		563			541			1,660			1,545
General and administrative		900			865			2,693			2,457
Total operating expenses		1,463			1,406			4,353			4,002
Operating income		7			398			3,526			2,676
Other income (expense):
Interest expense		(190	)		(224	)		(707	)		(797	)
Interest income		2			6			14			6
Total other income (expense)		(188	)		(218	)		(693	)		(791	)
Income (loss) before income taxes		(181	)		180			2,833			1,885
Income tax expense (benefit)		(68	)		(20	)		1,077			628
Net income (loss)	$	(113	)	$	200		$	1,756		$	1,257
Net income (loss) per common share – Basic	$	(0.00	)	$	0.01		$	0.07		$	0.06
Net income (loss) per common share - Diluted	$	(0.00	)	$	0.01		$	0.07		$	0.05
Weighted average number of shares outstanding – Basic		23,780,606			23,780,606			23,780,606			21,904,828
Weighted average number of shares outstanding - Diluted		23,780,606			25,228,525			24,921,835			23,363,760

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)

	Nine month period ended September 30,
	2011			2010
Cash flows from operating activities:
Net income	$	1,756			1,257
Adjustments to reconcile net income to cash provided by operating activities:
Depreciation and amortization		379			407
Allowance for doubtful accounts		70			47
Value of share-based payment arrangements		66			183
Amortization of deferred finance costs		6			18
Deferred tax benefit		1,029			606
Changes in assets and liabilities:
Trade accounts receivable		(2,920	)		(2,660	)
Inventories		8,203			3,621
Prepaid and other assets		(1,405	)		(172	)
Other assets		(19	)		13
Accounts payable and accrued expenses		(3,333	)		308
Cash provided by operating activities		3,832			3,628
Cash flows from investing activities:
Additions to patents		(26	)		(9	)
Additions to property, plant, and equipment		(394	)		(264	)
Cash used by investing activities		(420	)		(273	)
Cash flows from financing activities:
Proceeds from issuance of securities – net		—			5,006
Purchase of common stock equivalents		(90	)		—
Repayments from short-term debt – net		(1,336	)		(3,781	)
Proceeds from issuance of long-term debt		—			100
Repayment of long-term debt		(723	)		(899	)
Cash provided (used) by financing activities		(2,149	)		426
Increase in cash and cash equivalents		1,263			3,781
Cash and cash equivalents at beginning of period		3,926			299
Cash and cash equivalents at end of period	$	5,189		$	4,080
Supplemental disclosure of cash flow information:
Cash paid during period for interest	$	688		$	743
Cash paid for income taxes	$	48		$	22

See accompanying Notes to the Consolidated Financial Statements.

5

Hudson Technologies, Inc. and subsidiaries

Notes to the Consolidated Financial Statements

Note 1 - Summary of significant accounting policies

Business

Hudson Technologies, Inc., incorporated under the laws of New York on January 11, 1991, is a refrigerant services company providing innovative solutions to recurring problems within the refrigeration industry.  The Company's products and services are primarily used in commercial air conditioning, industrial processing and refrigeration systems, including (i) refrigerant sales, (ii) refrigerant management services consisting primarily of reclamation of refrigerants and (iii) RefrigerantSide® Services performed at a customer's site, consisting of system decontamination to remove moisture, oils and other contaminants.  In addition, RefrigerantSide® Services include predictive and diagnostic services for industrial and commercial refrigeration applications, which are designed to predict potential catastrophic problems and identify inefficiencies in an operating system.  The Company’s Chiller Chemistry®, Chill Smart®, Fluid Chemistry®, and Performance Optimization are predictive and diagnostic service offerings.  The Company operates through its wholly-owned subsidiary, Hudson Technologies Company. Unless the context requires otherwise, reference to the “Company”, “Hudson”, “we”, “us”, “our”, or similar pronouns refer to Hudson Technologies, Inc. and its subsidiaries.

The accompanying unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial statements and with the instructions of Regulation S-X.  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, 2010.  Operating results for the nine month period ended September 30, 2011 are not necessarily indicative of the results that may be expected for the year ending December 31, 2011.

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 September 30, 2011 and December 31, 2010, 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 September 30, 2011 and December 31, 2010.

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 and, at times, the balances exceed FDIC insurance coverage.  The Company's trade accounts receivables are primarily due from companies throughout the United States.  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.  The carrying value of the Company’s accounts receivable is reduced by the established allowance for doubtful accounts.  The allowance for doubtful accounts includes any accounts receivable balances that are determined to be uncollectible, along with a general reserve for the remaining accounts receivable balances.  The Company adjusts its reserves based on factors that affect the collectability of the accounts receivable balances.

For the nine months ended September 30, 2011, no one customer accounted for 10% or more of the Company’s revenues.   For the nine months ended September 30, 2010, no one customer accounted for 10% or more of the Company’s revenues.

The loss of a principal customer or a decline in the economic prospects of and/or a reduction in purchases of the Company's products or services by any such customer could have an adverse effect on the Company's future financial position and results of operations.

6

Cash and cash equivalents

Temporary investments with original maturities of ninety days or less are included in cash and cash equivalents.

Inventories

Inventories, consisting primarily of 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.  Costs of maintenance and repairs are charged to expense when incurred.

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 and passage of title to customers in accordance with contractual terms.  The Company evaluates each sale to ensure collectability.  In addition, each sale is based on an arrangement with the customer and the sales price to the buyer is fixed.  License fees are recognized over the period of the license based on the respective performance measurements associated with the license.  Royalty revenues are recognized when earned.  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.  To the extent that the Company charges its customers shipping fees such amounts are included as a component of revenue and the corresponding costs are included as a component of cost of sales.

The Company's revenues are derived from refrigerant and reclamation sales and RefrigerantSide® Services, including license and royalty revenues.  The revenues for each of these lines are as follows:

Nine Month Period Ended September 30,  (in thousands, unaudited)	2011		2010
Refrigerant and reclamation sales	$	37,455	$	30,540
RefrigerantSide® Services		3,010		2,593
Total	$	40,465	$	33,133

Income taxes

The Company utilizes the asset 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 tax benefit associated with the Company's net operating loss carryforwards (“NOLs”) is recognized to the extent that the Company is expected to recognize future taxable income. The Company assesses the recoverability of its deferred tax assets based on its expectation that it will recognize future taxable income and adjusts its valuation allowance accordingly.  As of September 30, 2011 and December 31, 2010, the net deferred tax asset is $2,640,000 and $3,669,000, respectively.

Certain states either do not allow or limit NOLs and as such the Company will be liable for certain state taxes.  To the extent that the Company utilizes its NOLs, it will not pay tax on such income but may be subject to the federal alternative minimum tax.  In addition, to the extent that the Company’s net income, if any, exceeds the annual NOL limitation it will pay income taxes based on existing statutory rates.  Moreover, as a result of a “change in control”, as defined by the Internal Revenue Service, the Company’s ability to utilize its existing NOLs is subject to certain annual limitations.  The Company’s NOLs are subject to annual limitations ranging from $1,300,000 to $2,500,000.

As a result of an Internal Revenue Service audit, the 2007 and prior federal tax years have been closed.  The Company operates in many states throughout the United States and, as of September 30, 2011, the various states’ statutes of limitations remain open for tax years subsequent to 2004.   The Company recognizes interest and penalties, if any, relating to income taxes as a component of the provision for income taxes.

7

Income per common and equivalent shares

If dilutive, common equivalent shares (common shares assuming exercise of options and warrants) utilizing the treasury stock method are considered in the presentation of diluted earnings per share.  The reconciliation of shares used to determine net income per share is as follows (dollars in thousands, unaudited):

	Three Month Period Ended September 30,					Nine Month Period Ended September 30,
	2011			2010		2011		2010
Net Income (loss)	$	(113	)	$	200	$	1,756	$	1,257
Weighted average number of shares – basic		23,780,606			23,780,606		23,780,606		21,904,828
Shares underlying warrants		—			23,439		14,856		34,363
Shares underlying options		—			1,424,480		1,126,373		1,424,569
Weighted average number of shares outstanding – diluted		23,780,606			25,228,525		24,921,835		23,363,760

During the three month period ended September 30, 2011 and 2010, certain options and warrants aggregating 4,830,193 and 1,711,875 shares, respectively, have been excluded from the calculation of diluted shares, due to the fact that their effect would be anti-dilutive.

During the nine month period ended September 30, 2011 and 2010, certain options and warrants aggregating 1,476,875 and 1,474,375 shares, respectively, have been excluded from the calculation of diluted shares, due to the fact that their effect would be anti-dilutive.

Estimates and risks

The preparation of financial statements in conformity with generally accepted accounting principles in the United States 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 utilizes both internal and external sources to evaluate potential current and future liabilities for various commitments and contingencies.  In the event that the assumptions or conditions change in the future, the estimates could differ from the original estimates.

Several of the Company's accounting policies involve significant judgments, uncertainties and estimations.  The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities.  Actual results may differ from these estimates under different assumptions or conditions.  To the extent that actual results differ from management's judgments and estimates, there could be a material adverse effect on the Company.  On a continuous basis, the Company evaluates its estimates, including, but not limited to, those estimates related to its allowance for doubtful accounts, inventory reserves, valuation allowance for the deferred tax assets relating to its NOLs and commitments and contingencies.  With respect to accounts receivable, the Company estimates the necessary allowance for doubtful accounts based on both historical and anticipated trends of payment history and the ability of the customer to fulfill its obligations.  For inventory, the Company evaluates both current and anticipated sales prices of its products to determine if a write down of inventory to net realizable value is necessary. In determining the Company’s valuation allowance for its deferred tax assets, the Company assesses its ability to generate taxable income in the future.

The Company participates in an industry that is highly regulated, changes in which could affect operating results.  Currently the Company purchases virgin, hydrochlorofluorocarbon (“HCFC”) and hydroflourocarbon (“HFC”) refrigerants and reclaimable, primarily HCFC and chlorofluorocarbon (“CFC”), refrigerants from suppliers and its customers.  Effective January 1, 1996, the Clean Air Act (the “Act”) prohibited the production of virgin CFC refrigerants and limited the production of virgin HCFC refrigerants.  Effective January 2004, the Act further limited the production of virgin HCFC refrigerants and federal regulations were enacted which imposed limitations on the importation of certain virgin HCFC refrigerants.  Additionally, effective January 1, 2010, the Act further limited the production of virgin HCFC refrigerants and additional federal regulations were enacted which imposed further limitation on the use, production and importation of virgin HCFC refrigerants.  Under the Act, production of certain virgin HCFC refrigerants is scheduled to be phased out during the period 2010 through 2020, and production of all virgin HCFC refrigerants is scheduled to be phased out by 2030.  Notwithstanding the limitations under the Act, the Company believes that sufficient quantities of new and used refrigerants will continue to be available to it at a reasonable cost for the foreseeable future.  To the extent that the Company is unable to source sufficient quantities of refrigerants or is unable to obtain refrigerants on commercially reasonable terms or experiences a decline in demand and/or price 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.

8

The Company is subject to various legal proceedings.  The Company assesses the merit and potential liability associated with each of these proceedings.  In addition, the Company estimates potential liability, if any, related to these matters.  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 effect on operating results and its financial position.

Impairment of long-lived assets

The Company reviews long-lived assets for impairment 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 - Share-based compensation

Share-based compensation represents the cost related to share-based awards, typically stock options, granted to employees, non-employees, officers and directors.  Share-based compensation is measured at grant date, based on the estimated aggregate fair value of the award on the grant date, and such amount is charged to compensation expense on a straight-line basis (net of estimated forfeitures) over the requisite service period.  For the three month period ended September 30, 2011 and 2010, the share based compensation expense of $56,000 and $150,000, respectively, is reflected in general and administrative expenses in the consolidated statements of operations.  For the nine month period ended September 30, 2011 and 2010, the share-based compensation expense of $66,000 and $170,000, respectively, is reflected in general and administrative expenses in the consolidated statements of operations.

Share-based awards have historically been stock options issued pursuant to the terms of the Company’s 1994 and 1997 stock option plans and the Company’s 2004 and 2008 stock incentive plans, (collectively, the “Plans”), described below.  The Plans may be administered by the Board of Directors or the Compensation and Stock Option Committee of the Board, or by another committee appointed by the Board from among its members as provided in the Plans.  Presently, the Plans are administered by a committee consisting of non-employee directors.  As of September 30, 2011, the Plans authorized the issuance of stock options to purchase 5,500,000 shares of the Company’s common stock and, as of September 30, 2011 there were 2,659,000 shares of the Company’s common stock available for issuance for future stock option grants or other stock based awards.

Stock options are awards, which allow the recipient to purchase shares of the Company’s common stock at a fixed price, are typically granted at an exercise price equal to the Company’s stock price at the date of grant.  Typically, the Company’s stock option awards have generally vested from immediately to two years from the grant date and have had a contractual term ranging from five to ten years.

For the nine month period ended September 30, 2011 and 2010, the Company issued 75,000 and 155,000 options, respectively.  At September 30, 2011, there was $7,000 of unrecognized compensation cost related to non-vested previously granted option awards.

Effective October 31, 1994, the Company adopted an Employee Stock Option Plan (“1994 Plan”) pursuant to which 725,000 shares of common stock were reserved for issuance upon the exercise of options designated as either (i) options intended to constitute incentive stock options (“ISOs”) under the Internal Revenue Code of 1986, as amended, (“Code”) or (ii) nonqualified options.  ISOs could be granted under the 1994 Plan to employees and officers of the Company.  Non-qualified options could be granted to consultants, directors (whether or not they are employees), employees or officers of the Company.  Effective November 1, 2004, the Company’s ability to grant options under the 1994 Plan expired.

Effective July 25, 1997, the Company adopted its 1997 Employee Stock Option Plan, which was amended on August 19, 1999, (“1997 Plan”) pursuant to which 2,000,000 shares of common stock were reserved for issuance upon the exercise of options designated as either (i) ISOs under the Code, or (ii) nonqualified options.  ISOs could be granted under the 1997 Plan to employees and officers of the Company.  Non-qualified options could be granted to consultants, directors (whether or not they are employees), employees or officers of the Company.  Stock appreciation rights could also be issued in tandem with stock options.  Effective June 11, 2007, the Company’s ability to grant options or stock appreciation rights under the 1997 Plan expired.

Effective September 10, 2004, the Company adopted its 2004 Stock Incentive Plan (“2004 Plan”) pursuant to which 2,500,000 shares of common stock are currently reserved for issuance upon the exercise of options, designated as either (i) ISOs under the Code, or (ii) nonqualified options, restricted stock, deferred stock or other stock-based awards.  ISOs may be granted under the 2004 Plan to employees and officers of the Company.  Non qualified options, restricted stock, deferred stock or other stock-based awards may be granted to consultants, directors (whether or not they are employees), employees or officers of the Company.  Stock appreciation rights may also be issued in tandem with stock options.  Unless the 2004 Plan is sooner terminated, the ability to grant options or other awards under the 2004 Plan will expire on September 10, 2014.

9

ISOs granted under the 2004 Plan may not be granted at a price less than the fair market value of the common stock on the date of grant (or 110% of fair market value in the case of persons holding 10% or more of the voting stock of the Company).  Nonqualified options granted under the 2004 Plan may not be granted at a price less than the fair market value of the common stock.  Options granted under the 2004 Plan expire not more than ten years from the date of grant (five years in the case of ISOs granted to persons holding 10% or more of the voting stock of the Company).

Effective August 27, 2008, the Company adopted its 2008 Stock Incentive Plan (“2008 Plan”) pursuant to which 3,000,000 shares of common stock are currently reserved for issuance upon the exercise of options, designated as either (i) ISOs under the Code, or (ii) nonqualified options, restricted stock, deferred stock or other stock-based awards.  ISOs may be granted under the 2008 Plan to employees and officers of the Company.  Non qualified options, restricted stock, deferred stock or other stock-based awards may be granted to consultants, directors (whether or not they are employees), employees or officers of the Company.  Stock appreciation rights may also be issued in tandem with stock options.  Unless the 2008 Plan is sooner terminated, the ability to grant options or other awards under the 2008 Plan will expire on August 27, 2018.

ISOs granted under the 2008 Plan may not be granted at a price less than the fair market value of the common stock on the date of grant (or 110% of fair market value in the case of persons holding 10% or more of the voting stock of the Company).  Nonqualified options granted under the 2008 Plan may not be granted at a price less than the fair market value of the common stock.  Options granted under the 2008 Plan expire not more than ten years from the date of grant (five years in the case of ISOs granted to persons holding 10% or more of the voting stock of the Company).

All stock options have been granted to employees and non-employees at exercise prices equal to or in excess of the market value on the date of the grant.

The Company determines the fair value of share based awards at the grant date by using the Black-Scholes option-pricing model, and is incorporating the simplified method to compute expected lives of share based awards with the following weighted-average assumptions:

Nine Month Period Ended September 30,	2011			2010
Assumptions
Dividend Yield		0	%		0	%
Risk free interest rate		1.0	%	0.8% to 2.5%
Expected volatility		63	%	56 to 85%
Expected lives	5 years			3 to 5 years

A summary of the status of the Company's Plans as of September 30, 2011 and December 31, 2010 and changes for the periods ending on those dates is presented below:

Stock Option Plan Totals	Shares			Weighted Average Exercise Price
Outstanding at December 31, 2009		3,394,343		$	1.20
·    Exercised		(101,400	)	$	0.90
·    Forfeited		(36,000	)	$	2.02
·    Granted		155,000		$	1.89
Outstanding at December 31, 2010		3,411,943		$	1.23
·    Cancelled		(49,000	)	$	2.04
·    Granted		75,000		$	1.31
Outstanding at September 30, 2011		3,437,943		$	1.22

10

The following is the weighted average contractual life in years and the weighted average exercise price at September 30, 2011 of:

			Weighted Average
	Number of		Remaining	Weighted Average
	Options		Contractual Life	Exercise Price
Options outstanding		3,437,943	5.8 years	$	1.22
Options vested		3,422,943	5.8 years	$	1.22

The following is the intrinsic value at September 30, 2011 of:

Options outstanding	$	386,000
Options vested		—

The intrinsic value of options exercised during the year ended December 31, 2010 was $139,000.

The following is the weighted average fair value for the nine month period ended September 30, 2011 of:

Options vested $ 1.28

Note 3 - Debt

On April 17, 2008, Hudson amended its credit facility with Keltic Financial Partners, LP and secured participation from Bridge Healthcare Financial, LLC (“Bridge”) to provide for borrowings up to $15,000,000 (the “Facility”).   On September 23, 2009, Keltic Financial Partners II, LP, successor-in-interest to Keltic Financial Partners, LP (“Keltic”) advised the Company that it has assumed all of Bridge’s rights under the Facility.   On April 19, 2011 the Company amended its credit facility with Keltic extending the Facility to June 26, 2012.  The Facility consists of a revolving line of credit and two term loans. Advances under the revolving line of credit are limited to (i) 85% of eligible trade accounts receivable and (ii) 55% of eligible inventory.  Advances available to Hudson under the A and B term loans may not exceed $2,500,000 and $4,500,000, respectively. At September 30, 2011, the Facility bore interest at 6.5%.   Substantially all of Hudson's assets are pledged as collateral for its obligations under the Facility.  In addition, among other things, the Facility restricts Hudson's ability to declare or pay any cash dividends on its capital stock.  As of September 30, 2011, Hudson had in the aggregate $37,000 of borrowings outstanding and $7,274,000 available for borrowing under the revolving line of credit.  In addition, as of September 30, 2011, the Company had $2,750,000 of borrowings outstanding under the A and B term loans.

11

Item 2 - Management’s Discussion and Analysis of Financial Condition and Results of Operations

Certain statements contained in this section and elsewhere in this Form 10-Q constitutes “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 demand and price for refrigerants (including unfavorable market conditions adversely affecting the demand for, and the price of refrigerants), the Company's ability to source CFC and non-CFC based refrigerants, regulatory and economic factors, seasonality, competition, litigation, the nature of supplier or customer arrangements that 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 this report and in the Company's other periodic reports filed with the Securities and Exchange Commission (“SEC”).  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.

Critical Accounting Policies

The Company's discussion and analysis of its financial condition and results of operations are based upon its consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States.  The preparation of these consolidated financial statements requires the Company to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses and related disclosure of contingent assets and liabilities.  Several of the Company's accounting policies involve significant judgments, uncertainties and estimations.  The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities.  Actual results may differ from these estimates under different assumptions or conditions.  To the extent that actual results differ from management's judgments and estimates, there could be a material adverse effect on the Company.  On a continuous basis, the Company evaluates its estimates, including, but not limited to, those estimates related to its allowance for doubtful accounts, inventory reserves, and valuation allowance for the deferred tax assets relating to its net operating loss carryforwards (“NOLs”) and commitments and contingencies.  With respect to accounts receivable, the Company estimates the necessary allowance for doubtful accounts based on both historical and anticipated trends of payment history and the ability of the customer to fulfill its obligations.  For inventory, the Company evaluates both current and anticipated sales prices of its products to determine if a write down of inventory to net realizable value is necessary. In determining the Company’s valuation allowance for its deferred tax assets, the Company assesses its ability to generate taxable income in the future.  The Company utilizes both internal and external sources to evaluate potential current and future liabilities for various commitments and contingencies.  In the event that the assumptions or conditions change in the future, the estimates could differ from the original estimates.

Overview

Sales of refrigerants continue to represent a significant portion of the Company’s revenues.  The Company’s refrigerant sales are primarily HCFC and HFC based refrigerants and to a lesser extent CFC based refrigerants that are no longer manufactured.  Under the Act, the phase-down of production of certain virgin HCFC refrigerants commenced in 2010 and is scheduled to be phased out by the year 2020, and production of all virgin HCFC refrigerants is scheduled to be phased out by the year 2030.

The Company has created and developed a service offering known as RefrigerantSide® Services.  RefrigerantSide® Services are sold to contractors and end-users whose refrigeration systems are used in commercial air conditioning and industrial processing.  These services are offered in addition to refrigerant sales and the Company's traditional refrigerant management services, which consist primarily of reclamation of refrigerants.  The Company has created a network of service depots that provide a full range of the Company's RefrigerantSide® Services to facilitate the growth and development of its service offerings.

The Company focuses its sales and marketing efforts for its RefrigerantSide® Services on customers who the Company believes most readily appreciate and understand the value that is provided by its RefrigerantSide® Services offering.  In pursuing its sales and marketing strategy, the Company offers its RefrigerantSide® Services to customers in the following industries; petrochemical, pharmaceutical, industrial power, manufacturing, commercial facility and property management and maritime.  In addition, the Company has expanded its service offering outside of the United States through a strategic alliance with The Linde Group and is continuing its efforts to expand its international service offering.  The Company may incur additional expenses as it develops its RefrigerantSide® Services offering.

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Results of Operations

Three month period ended September 30, 2011 as compared to the three month period ended September 30, 2010

Revenues for the three month period ended September 30, 2011 were $11,935,000, an increase of $3,939,000 or 49% from the $7,996,000 reported during the comparable 2010 period.  The increase in revenues was attributable to an increase in refrigerant revenues of $3,719,000 and an increase in RefrigerantSide® Services revenues of $220,000.  The increase in refrigerant revenues is related primarily to an increase in the number of pounds of certain refrigerants sold slightly offset by a decrease in the average selling price per pound of certain refrigerant sold. The increase in RefrigerantSide® Services was primarily related to both an increase in the average revenue per job completed, and an increase in the number of jobs completed when compared to the same period of 2010.

Cost of sales for the three month period ended September 30, 2011 was $10,465,000, an increase of $4,273,000 or 69% from the $6,192,000 reported during the comparable 2010 period.  The increase in cost of sales was primarily due to an increase in the number of pounds of refrigerant sold, compared to the comparable 2010 period.  As a percentage of sales, cost of sales was 88% of revenues for 2011, an increase from the 77% reported for the comparable 2010 period, primarily due to a lower selling price per pound for certain refrigerants in 2011 as compared to the comparable 2010 period.

Operating expenses for the three month period ended September 30, 2011 were $1,463,000, an increase of $57,000 or 4% from the $1,406,000 reported during the comparable 2010 period.  The increase in operating expenses was primarily related to an increase in professional fees and bad debt expense.

Other income (expense) for the three month period ended September 30, 2011 was ($188,000), compared to the ($218,000) reported during the comparable 2010 period.  Other income (expense) includes interest expense of $190,000 and $224,000 for the comparable 2011 and 2010 periods, respectively.  The decrease in interest expense is due to a reduction in average outstanding borrowings in 2011 when compared to 2010.

Income tax benefit for the three month period ended September 30, 2011 and 2010 was $68,000 and $20,000, respectively.  For 2011, the income tax benefit of $68,000 was for federal and state income tax at statutory rates. The tax benefits associated with the Company’s NOLs are recognized to the extent that the Company is expected to recognize taxable income in future periods.  The Company’s NOLs are subject to annual limitations and the Company expects to incur certain state and/or federal alternative minimum taxes for the foreseeable future.

Net loss for the three month period ended September 30, 2011 was ($113,000), a decrease of $313,000 from the $200,000 net income reported during the comparable 2010 period.  The decrease in the net income was primarily due to a decrease in gross profit for the 2011 period.

Nine month period ended September 30, 2011 as compared to the nine month period ended September 30, 2010

Revenues for the nine month period ended September 30, 2011 were $40,465,000, an increase of $7,332,000 or 22% from the $33,133,000 reported during the comparable 2010 period.  The increase in revenues was primarily attributable to an increase in refrigerant revenues of $6,915,000 and an increase in RefrigerantSide® Services revenues of $417,000.  The increase in refrigerant revenues is primarily related to an increase in the number of pounds of certain refrigerants sold, as well as an increase in the average selling price per pound of certain refrigerants sold.  The increase in RefrigerantSide® Services was attributable to an increase in the number of jobs completed compared to the same period in 2010, offset to a lesser extent by a decrease in the average revenues per job completed when compared to the same period of 2010.

Cost of sales for the nine month period ended September 30, 2011 was $32,586,000, an increase of $6,131,000 or 23% from the $26,455,000 reported during the comparable 2010 period.  The increase in cost of sales was primarily due to an increase in the number of pounds of certain refrigerants sold.  As a percentage of sales, cost of sales was 81% of revenues for 2011, an increase from the 80% reported for the comparable 2010 period, primarily due to a lower average selling price per pound for certain refrigerants in 2011 as compared to the comparable 2010 period.

Operating expenses for the nine month period ended September 30, 2011 were $4,353,000, an increase of $351,000 or 9% from the $4,002,000 reported during the comparable 2010 period.  The increase in operating expenses was primarily related to increased professional fees and payroll expenses.

 

13

 

Other income (expense) for the nine month period ended September 30, 2011 was ($693,000), compared to the ($791,000) reported during the comparable 2010 period.  Other income (expense) includes interest expense of $707,000 and $797,000 for the comparable 2011 and 2010 periods, respectively.  The decrease in interest expense is due to a reduction in outstanding borrowings in 2011 when compared to 2010.

Income tax expense for the nine month period ended September 30, 2011 and 2010 was $1,077,000 and $628,000, respectively.  For 2011 the income tax provision of $1,077,000 was for federal and state income tax at statutory rates.  The tax benefits associated with the Company’s NOLs are recognized to the extent that the Company is expected to recognize taxable income in future periods.  The Company’s NOLs are subject to annual limitations and the Company expects to incur certain state and/or federal alternative minimum taxes for the foreseeable future.

Net income for the nine month period ended September 30, 2011 was $1,756,000, an increase of $499,000 from the $1,257,000 net income reported during the comparable 2010 period, primarily due to increased revenues and gross profit, partially offset by an increase in operating expenses as well as increased income tax expense.

Liquidity and Capital Resources

At September 30, 2011, the Company had working capital, which represents current assets less current liabilities, of $14,064,000, an increase of $1,839,000 from the working capital of $12,225,000 at December 31, 2010.  The increase in working capital is primarily attributable to net income for the period.

Inventory and trade receivables are principal components of current assets.  At September 30, 2011, the Company had inventories of $10,008,000, a decrease of $8,203,000 from $18,211,000 at December 31, 2010.  The decrease in the inventory balance is due to the timing and availability of inventory purchases and the sale of refrigerants.  The Company's ability to sell and replace its inventory on a timely basis and the prices at which it can be sold are subject, among other things, to current market conditions and the nature of supplier or customer arrangements and the Company's ability to source CFC based refrigerants, which are no longer being manufactured, or non-CFC based refrigerants.  At September 30, 2011, the Company had trade receivables, net of allowance for doubtful accounts of $4,617,000, an increase of $2,850,000 from $1,767,000 at December 31, 2010.  The Company's trade receivables are concentrated with various wholesalers, brokers, contractors and end-users within the refrigeration industry that are primarily located in the continental United States.

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 provided by operating activities for the nine month period ended September 30, 2011, was $3,832,000 compared with net cash provided by operating activities of $3,628,000 for the comparable 2010 period.  Net cash provided by operating activities for the 2011 period was primarily attributable to net income and a decrease in inventory, and deferred taxes, offset by increases in accounts receivable and prepaid and other assets, as well as a decrease in accounts payable.

Net cash used by investing activities for the nine month period ended September 30, 2011, was $420,000 compared with net cash used by investing activities of $273,000 for the comparable 2010 period.  The net cash used by investing activities for the 2011 period was primarily related to investment in general purpose equipment for the Company’s Champaign, Illinois facility.

Net cash used by financing activities for the nine month period ended September 30, 2011, was $2,149,000 compared with net cash provided by financing activities of $426,000 for the comparable 2010 period.  The net cash used by financing activities for the 2011 period was primarily due to repayments of short term and long term debt.

At September 30, 2011, the Company had cash and cash equivalents of $5,189,000.  The Company continues to assess its capital expenditure needs.  The Company may, to the extent necessary, continue to utilize its cash balances to purchase equipment primarily for its operations.  The Company estimates that the total capital expenditures for 2011 will be approximately $1,000,000.

 

14

 

The following is a summary of the Company's significant contractual cash obligations for the periods indicated that existed as of September 30, 2011 (in 000’s):

	Twelve Month Period Ended September 30,
Long and short term debt and capital lease obligations:	2012		2013		2014		2015		2016		Total
Principal	$	3,821	$	81	$	39	$	19	$	11	$	3,971
Estimated interest (1) (2)		291		7		2		1		—		301
Operating leases		505		233		115		119		116		1,088
Total contractual cash obligations	$	4,617	$	321	$	156	$	139	$	127	$	5,360

(1)  The estimated interest payments on revolving debt are based on the interest rates in effect and the outstanding revolving debt obligation as of September 30, 2011 through the expiration of the Company’s credit facility on June 26, 2012.

(2)  The estimated future interest payments on all debt other than revolving debt are based on the respective interest rates applied to the declining principal balances on each of the notes.

On June 26, 2007, a subsidiary of Hudson entered into the credit facility (the “Facility”) with Keltic Financial Partners, LP and on April 17, 2008, the Facility was amended to secure the participation of Bridge Healthcare Financial, LLC (“Bridge”) and to provide for borrowings of up to $15,000,000.  On September 23, 2009, Keltic advised the Company that it had assumed all of Bridge’s rights under the Facility.  On April 19, 2011 the Company amended the Facility with Keltic extending the Facility to June 26, 2012. The Facility consists of a revolving line of credit and two term loans, and expires on June 26, 2012.  Advances under the revolving line of credit are limited to (i) 85% of eligible trade accounts receivable and (ii) 55% of eligible inventory.  Advances available to Hudson under the A and B term loans may not exceed $2,500,000 and $4,500,000, respectively. At September 30, 2011, the Facility bore interest at 6.5%.   Substantially all of Hudson's assets are pledged as collateral for its obligations under the Facility.  In addition, among other things, the Facility restricts Hudson's ability to declare or pay any cash dividends on its capital stock.  As of September 30, 2011, Hudson had $37,000 of borrowings outstanding and $7,274,000 available for borrowing under the revolving line of credit.  In addition, as of September 30, 2011, Hudson had $2,750,000 of borrowings outstanding under the A and B term loans.

The Facility contains three financial covenants:(a) minimum earnings before interest, taxes, depreciation and amortization  (“EBITDA”); (b) minimum tangible net worth; and (c) maximum capital expenditures.

(a) EBITDA, which represents a non-GAAP measurement of certain financial results, is defined in the Facility as total income      before interest expense, taxes, depreciation, amortization, and other non-cash expenses (“Adjusted EBITDA”). The Adjusted EBITDA is calculated quarterly on a rolling twelve months basis. Our calculation of Adjusted EBITDA does not represent and should not be considered as an alternative to net income or cash provided by operating activities as determined by GAAP. We make no representation or assertion that Adjusted EBITDA is indicative of our cash provided by operating activities or results of operations nor that Adjusted EBITDA is a substitute measure for income from operations.  We have provided a reconciliation of Adjusted EBITDA to net income solely for the purpose of complying with SEC regulations and not as an indication that Adjusted EBITDA is a substitute measure for income from operations.

(b)  Tangible net worth is calculated quarterly and is defined as total assets less intangible assets, less total liabilities.

(c)  Capital expenditures are compared quarterly on a year to date basis to an annual cap set forth in the Facility.

On April 28, 2010, the Facility was amended, which amendment, among other things, reset the Adjusted EBITDA covenant, which is currently, and through the term of the Facility, set at $1,781,000.    As of September 30, 2011, the Company is in compliance with all covenants in the Facility.  The Company believes that it is reasonably likely that in the foreseeable future, the Company will continue to be in compliance with all covenants in the Facility.

On July 7, 2010, the Company sold 2,737,500 units, with the aggregate units consisting of 2,737,500 shares of the Company’s common stock and warrants to purchase 1,368,750 shares, at a price of $2.00 per unit pursuant to the Company’s shelf registration and received net proceeds of approximately $4,900,000 (“2010 Offering”). The warrants issued as part of the 2010 Offering have an exercise price of $2.60 per share and were initially exercisable for a five-year period. Effective as of March 4, 2011, the Company re-purchased warrants to purchase 150,000 shares of the Company’s common stock, at a price of $0.60 per warrant.  In March 2011, the expiration date of the remaining warrants was extended to July 7, 2016.  The value of the aggregate number of warrants issued pursuant to the 2010 Offering was approximately $1,300,000 and such amount was charged as a component of stockholders’ equity to additional paid in capital.  As a result of the re-purchase, there are 1,218,750 warrants outstanding.

 

15

In May 2005, the Company purchased its Champaign, Illinois facility for a total purchase price of $999,999.  The Company financed the purchase with a 15 year amortizing loan in the amount of $945,000 with a balloon payment due on June 1, 2012.  The note bears interest at 5.25% and adjusts annually based on prime plus 2%.

In April 2008, the Company purchased approximately five acres of vacant land adjacent to its Champaign, Illinois facility for $300,000.  The Company financed the purchase with a 15 year amortizing loan in the amount of $300,000 with a balloon payment due on June 1, 2012.  The note bears interest at the fixed rate of 6.7% over the entire term of the note.

The Company believes that it will be able to satisfy its working capital requirements for the foreseeable future from anticipated cash flows from operations and available funds under the Facility. The Company’s Facility will expire in 2012.  The Company is seeking to renew and possibly increase its existing Facility, but there can be no assurance that it will be successful.  Any unanticipated expenses, including, but not limited to, an increase in the cost of refrigerants purchased by the Company, an increase in operating expenses or failure to achieve expected revenues from the Company's RefrigerantSide® Services and/or refrigerant sales or additional expansion or acquisition costs that may arise in the future or to the extent that the Company does not renew or replace the Facility when it expires would adversely 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, which capital may not be available.

Inflation

Inflation has not historically had a material impact on the Company's operations.

Reliance on Suppliers and Customers

The Company's financial performance and its ability to sell refrigerants is in part dependent on its ability to obtain sufficient quantities of virgin, non-CFC based refrigerants, and of reclaimable CFC and non-CFC based, refrigerants from manufacturers, wholesalers, distributors, bulk gas brokers and from other sources within the air conditioning, refrigeration and automotive aftermarket industries, and on corresponding demand for refrigerants.  The Company's refrigerant sales include CFC based refrigerants, which are no longer manufactured.  Additionally, the Company's refrigerant sales include non-CFC based refrigerants, including HCFC and HFC refrigerants, which are the most widely used refrigerants.  Effective January 1, 1996, the Act limits the production of virgin HCFC refrigerants, which production was further limited in January 2004.  Federal regulations enacted in January 2004 also imposed limitations on the importation of certain virgin HCFC refrigerants.  In addition, effective January 1, 2010, the Act further limited the production of virgin HCFC refrigerants and additional federal regulations were enacted which imposed further limitations on the use, production and importation of certain virgin HCFC refrigerants.  Under the Act, production of certain virgin HCFC refrigerants is scheduled to be phased out by the year 2020 and production of all virgin HCFC refrigerants is scheduled to be phased out by the year 2030.  The limitations imposed by and under the Act may limit supplies of virgin refrigerants for the foreseeable future or cause a significant increase in the price of virgin HCFC refrigerants.

For the nine months ended September 30, 2011, no one customer accounted for 10% or more of the Company’s revenues.   For the nine months ended September 30, 2010, no one customer accounted for 10% or more of the Company’s revenues.

The loss of a principal customer or a decline in the economic prospects of and/or a reduction in purchases of the Company's products or services by any such customer could have a material adverse effect on the Company's financial position and results of operations.

Seasonality and Weather Conditions 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 and non CFC based refrigeration equipment, the rate of expansion of the Company's operations, and by other factors.  The Company's business is 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 has resulted in losses particularly in the fourth quarter of the year.  In addition, to the extent that there is unseasonably cool weather throughout the spring and summer months, which would adversely affect the demand for refrigerants, there would be a corresponding negative impact on the Company.  Delays or inability 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.  The Company believes that there is a similar seasonal element to RefrigerantSide® Service revenues as refrigerant sales.  The Company is continuing to assess its RefrigerantSide® Service revenues seasonal trend.

16

Item 3 - Quantitative and Qualitative Disclosures about Market Risk

Not Applicable

Item 4 - Controls and Procedures

Disclosure Controls and Procedures

The Company, under the supervision and with the participation of the Company’s management, including the Company’s Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the Company’s disclosure controls and procedures, as defined in Rule 13a-15(e) of the Securities Exchange Act of 1934, as amended (“Exchange Act”), as of the end of the period covered by this report. Based on that evaluation, the Chief Executive Officer and the Chief Financial Officer have concluded that the Company’s disclosure controls and procedures provide reasonable assurance that they are effective to ensure that information required to be disclosed in reports filed under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission, and that such information is accumulated and communicated to the Company’s management, including its principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure. Because of the inherent limitations in all control systems, any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management necessarily is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Furthermore, the Company’s controls and procedures can be circumvented by the individual acts of some persons, by collusion of two or more people or by management override of the control, and misstatements due to error or fraud may occur and not be detected on a timely basis.

Changes in Internal Control over Financial Reporting

There were no changes in the Company’s internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) in the quarter ended September 30, 2011 that materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

 

17

 

PART II  – OTHER INFORMATION

Item 1 -  Legal Proceedings

For information regarding pending legal matters, refer to the Legal Proceedings Section in Part I, Item 3 of the Company’s Form 10-K for the year ended December 31, 2010.

Item 6 – Exhibits

The following exhibits are being filed with this report:

31.1	Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2	Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1	Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2	Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101	Interactive Data Files Pursuant to Rule 405 of Regulation S-T

 

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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	November 1, 2011
	Kevin J. Zugibe	Date
	Chairman and
	Chief Executive Officer

By:	/s/ James R. Buscemi	November 1, 2011
	James R. Buscemi	Date
	Chief Financial Officer

 

19

Exhibit Index

Number Exhibit Title

31.1	Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2	Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1	Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2	Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101	Interactive Data Files Pursuant to Rule 405 of Regulation S-T

 

20

EX-31.1

Exhibit 31.1:

Hudson Technologies, Inc.

Certification of Principal Executive Officer

I, Kevin J. Zugibe, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Hudson Technologies, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:      November 1, 2011

/s/ Kevin J. Zugibe

Kevin J. Zugibe

Chief Executive Officer and

Chairman of the Board

 
 

EX-31.2

Exhibit 31.2:

Hudson Technologies, Inc.

Certification of Principal Financial Officer

I, James R. Buscemi, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Hudson Technologies, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e)) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s  internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:      November 1, 2011

/s/ James R. Buscemi

James R. Buscemi

Chief Financial Officer

 

EX-32.1

Exhibit 32.1:

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Hudson Technologies, Inc. (the “Company”) on Form 10-Q for the three month period ended September 30, 2011 as filed with the Securities and Exchange Commission on the date hereof (the “Report”),

 I, Kevin J. Zugibe, as Chief Executive Officer and Chairman of the Board of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Kevin J. Zugibe

Kevin J. Zugibe

Chief Executive Officer and

Chairman of the Board

November 1, 2011

  

EX-32.2

  

Exhibit 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Hudson Technologies, Inc. (the “Company”) on Form 10-Q for the three month period ended September 30, 2011 as filed with the Securities and Exchange Commission on the date hereof (the “Report”),

I, James R. Buscemi, as Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ James R. Buscemi

James R. Buscemi

Chief Financial Officer

November 1, 2011

 

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Consolidated Balance Sheets (Parenthetical) (USD $) In Thousands, except Share data	Sep. 30, 2011	Dec. 31, 2010
Trade accounts receivable, allowance for doubtful accounts	$ 290	$ 220
Common stock, par value	$ 0.01	$ 0.01
Common stock, shares authorized	50,000,000	50,000,000
Common stock, issued	23,780,606	23,780,606
Common stock, outstanding	23,780,606	23,780,606
Preferred Stock
Preferred stock, shares authorized	5,000,000	5,000,000
Series A Convertible Preferred stock
Preferred stock, par value	$ 0.01	$ 0.01
Preferred stock, liquidation preference value	$ 100	$ 100
Preferred stock, shares authorized	150,000	150,000
Preferred stock, issued	0	0
Preferred stock, outstanding	0	0

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Consolidated Statements of Operations (USD $) In Thousands, except Share data	3 Months Ended		9 Months Ended
	Sep. 30, 2011	Sep. 30, 2010	Sep. 30, 2011	Sep. 30, 2010
Revenues	$ 11,935	$ 7,996	$ 40,465	$ 33,133
Cost of sales	10,465	6,192	32,586	26,455
Gross Profit	1,470	1,804	7,879	6,678
Operating expenses:
Selling and marketing	563	541	1,660	1,545
General and administrative	900	865	2,693	2,457
Total operating expenses	1,463	1,406	4,353	4,002
Operating income	7	398	3,526	2,676
Other income (expense):
Interest expense	(190)	(224)	(707)	(797)
Interest income	2	6	14	6
Total other income (expense)	(188)	(218)	(693)	(791)
Income (loss) before income taxes	(181)	180	2,833	1,885
Income tax expense (benefit)	(68)	(20)	1,077	628
Net income (loss)	$ (113)	$ 200	$ 1,756	$ 1,257
Net income (loss) per common share - Basic	$ 0.00	$ 0.01	$ 0.07	$ 0.06
Net income (loss) per common share - Diluted	$ 0.00	$ 0.01	$ 0.07	$ 0.05
Weighted average number of shares outstanding - Basic	23,780,606	23,780,606	23,780,606	21,904,828
Weighted average number of shares outstanding - Diluted	23,780,606	25,228,525	24,921,835	23,363,760

XML

Document and Entity Information	9 Months Ended
	Sep. 30, 2011	Oct. 28, 2011
Document Information [Line Items]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Sep. 30, 2011
Document Fiscal Year Focus	2011
Document Fiscal Period Focus	Q3
Trading Symbol	HDSN
Entity Registrant Name	HUDSON TECHNOLOGIES INC /NY
Entity Central Index Key	0000925528
Current Fiscal Year End Date	--12-31
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		23,780,606

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Debt

9 Months Ended

Sep. 30, 2011

Debt

Note 3 - Debt

On April 17, 2008, Hudson amended its credit facility with Keltic Financial Partners, LP and secured participation from Bridge Healthcare Financial, LLC (“Bridge”) to provide for borrowings up to $15,000,000 (the “Facility”).   On September 23, 2009, Keltic Financial Partners II, LP, successor-in-interest to Keltic Financial Partners, LP (“Keltic”) advised the Company that it has assumed all of Bridge’s rights under the Facility.   On April 19, 2011 the Company amended its credit facility with Keltic extending the Facility to June 26, 2012.  The Facility consists of a revolving line of credit and two term loans. Advances under the revolving line of credit are limited to (i) 85% of eligible trade accounts receivable and (ii) 55% of eligible inventory.  Advances available to Hudson under the A and B term loans may not exceed $2,500,000 and $4,500,000, respectively. At September 30, 2011, the Facility bore interest at 6.5%.   Substantially all of Hudson's assets are pledged as collateral for its obligations under the Facility.  In addition, among other things, the Facility restricts Hudson's ability to declare or pay any cash dividends on its capital stock.  As of September 30, 2011, Hudson had in the aggregate $37,000 of borrowings outstanding and $7,274,000 available for borrowing under the revolving line of credit.  In addition, as of September 30, 2011, the Company had $2,750,000 of borrowings outstanding under the A and B term loans.

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Summary of significant accounting policies

9 Months Ended

Sep. 30, 2011

Summary of significant accounting policies

Note 1 - Summary of significant accounting policies

Business

Hudson Technologies, Inc., incorporated under the laws of New York on January 11, 1991, is a refrigerant services company providing innovative solutions to recurring problems within the refrigeration industry.  The Company's products and services are primarily used in commercial air conditioning, industrial processing and refrigeration systems, including (i) refrigerant sales, (ii) refrigerant management services consisting primarily of reclamation of refrigerants and (iii) RefrigerantSide® Services performed at a customer's site, consisting of system decontamination to remove moisture, oils and other contaminants.  In addition, RefrigerantSide® Services include predictive and diagnostic services for industrial and commercial refrigeration applications, which are designed to predict potential catastrophic problems and identify inefficiencies in an operating system.  The Company’s Chiller Chemistry®, Chill Smart®, Fluid Chemistry®, and Performance Optimization are predictive and diagnostic service offerings.  The Company operates through its wholly-owned subsidiary, Hudson Technologies Company. Unless the context requires otherwise, reference to the “Company”, “Hudson”, “we”, “us”, “our”, or similar pronouns refer to Hudson Technologies, Inc. and its subsidiaries.

The accompanying unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial statements and with the instructions of Regulation S-X.  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, 2010.  Operating results for the nine month period ended September 30, 2011 are not necessarily indicative of the results that may be expected for the year ending December 31, 2011.

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 September 30, 2011 and December 31, 2010, 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 September 30, 2011 and December 31, 2010.

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 and, at times, the balances exceed FDIC insurance coverage.  The Company's trade accounts receivables are primarily due from companies throughout the United States.  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.  The carrying value of the Company’s accounts receivable is reduced by the established allowance for doubtful accounts.  The allowance for doubtful accounts includes any accounts receivable balances that are determined to be uncollectible, along with a general reserve for the remaining accounts receivable balances.  The Company adjusts its reserves based on factors that affect the collectability of the accounts receivable balances.

For the nine months ended September 30, 2011, no one customer accounted for 10% or more of the Company’s revenues.   For the nine months ended September 30, 2010, no one customer accounted for 10% or more of the Company’s revenues.

The loss of a principal customer or a decline in the economic prospects of and/or a reduction in purchases of the Company's products or services by any such customer could have an adverse effect on the Company's future 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.

Inventories

Inventories, consisting primarily of 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.  Costs of maintenance and repairs are charged to expense when incurred.

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 and passage of title to customers in accordance with contractual terms.  The Company evaluates each sale to ensure collectability.  In addition, each sale is based on an arrangement with the customer and the sales price to the buyer is fixed.  License fees are recognized over the period of the license based on the respective performance measurements associated with the license.  Royalty revenues are recognized when earned.  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.  To the extent that the Company charges its customers shipping fees such amounts are included as a component of revenue and the corresponding costs are included as a component of cost of sales.

The Company's revenues are derived from refrigerant and reclamation sales and RefrigerantSide® Services, including license and royalty revenues.  The revenues for each of these lines are as follows:

Nine Month Period Ended September 30,  (in thousands, unaudited)	2011		2010
Refrigerant and reclamation sales	$	37,455	$	30,540
RefrigerantSide® Services		3,010		2,593
Total	$	40,465	$	33,133

Income taxes

The Company utilizes the asset 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 tax benefit associated with the Company's net operating loss carryforwards (“NOLs”) is recognized to the extent that the Company is expected to recognize future taxable income. The Company assesses the recoverability of its deferred tax assets based on its expectation that it will recognize future taxable income and adjusts its valuation allowance accordingly.  As of September 30, 2011 and December 31, 2010, the net deferred tax asset is $2,640,000 and $3,669,000, respectively.

Certain states either do not allow or limit NOLs and as such the Company will be liable for certain state taxes.  To the extent that the Company utilizes its NOLs, it will not pay tax on such income but may be subject to the federal alternative minimum tax.  In addition, to the extent that the Company’s net income, if any, exceeds the annual NOL limitation it will pay income taxes based on existing statutory rates.  Moreover, as a result of a “change in control”, as defined by the Internal Revenue Service, the Company’s ability to utilize its existing NOLs is subject to certain annual limitations.  The Company’s NOLs are subject to annual limitations ranging from $1,300,000 to $2,500,000.

As a result of an Internal Revenue Service audit, the 2007 and prior federal tax years have been closed.  The Company operates in many states throughout the United States and, as of September 30, 2011, the various states’ statutes of limitations remain open for tax years subsequent to 2004.   The Company recognizes interest and penalties, if any, relating to income taxes as a component of the provision for income taxes.

Income per common and equivalent shares

If dilutive, common equivalent shares (common shares assuming exercise of options and warrants) utilizing the treasury stock method are considered in the presentation of diluted earnings per share.  The reconciliation of shares used to determine net income per share is as follows (dollars in thousands, unaudited):

	Three Month Period Ended September 30,					Nine Month Period Ended September 30,
	2011			2010		2011		2010
Net Income (loss)	$	(113	)	$	200	$	1,756	$	1,257
Weighted average number of shares – basic		23,780,606			23,780,606		23,780,606		21,904,828
Shares underlying warrants		—			23,439		14,856		34,363
Shares underlying options		—			1,424,480		1,126,373		1,424,569
Weighted average number of shares outstanding – diluted		23,780,606			25,228,525		24,921,835		23,363,760

During the three month period ended September 30, 2011 and 2010, certain options and warrants aggregating 4,830,193 and 1,711,875 shares, respectively, have been excluded from the calculation of diluted shares, due to the fact that their effect would be anti-dilutive.

During the nine month period ended September 30, 2011 and 2010, certain options and warrants aggregating 1,476,875 and 1,474,375 shares, respectively, have been excluded from the calculation of diluted shares, due to the fact that their effect would be anti-dilutive.

Estimates and risks

The preparation of financial statements in conformity with generally accepted accounting principles in the United States 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 utilizes both internal and external sources to evaluate potential current and future liabilities for various commitments and contingencies.  In the event that the assumptions or conditions change in the future, the estimates could differ from the original estimates.

Several of the Company's accounting policies involve significant judgments, uncertainties and estimations.  The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities.  Actual results may differ from these estimates under different assumptions or conditions.  To the extent that actual results differ from management's judgments and estimates, there could be a material adverse effect on the Company.  On a continuous basis, the Company evaluates its estimates, including, but not limited to, those estimates related to its allowance for doubtful accounts, inventory reserves, valuation allowance for the deferred tax assets relating to its NOLs and commitments and contingencies.  With respect to accounts receivable, the Company estimates the necessary allowance for doubtful accounts based on both historical and anticipated trends of payment history and the ability of the customer to fulfill its obligations.  For inventory, the Company evaluates both current and anticipated sales prices of its products to determine if a write down of inventory to net realizable value is necessary. In determining the Company’s valuation allowance for its deferred tax assets, the Company assesses its ability to generate taxable income in the future.

The Company participates in an industry that is highly regulated, changes in which could affect operating results.  Currently the Company purchases virgin, hydrochlorofluorocarbon (“HCFC”) and hydroflourocarbon (“HFC”) refrigerants and reclaimable, primarily HCFC and chlorofluorocarbon (“CFC”), refrigerants from suppliers and its customers.  Effective January 1, 1996, the Clean Air Act (the “Act”) prohibited the production of virgin CFC refrigerants and limited the production of virgin HCFC refrigerants.  Effective January 2004, the Act further limited the production of virgin HCFC refrigerants and federal regulations were enacted which imposed limitations on the importation of certain virgin HCFC refrigerants.  Additionally, effective January 1, 2010, the Act further limited the production of virgin HCFC refrigerants and additional federal regulations were enacted which imposed further limitation on the use, production and importation of virgin HCFC refrigerants.  Under the Act, production of certain virgin HCFC refrigerants is scheduled to be phased out during the period 2010 through 2020, and production of all virgin HCFC refrigerants is scheduled to be phased out by 2030.  Notwithstanding the limitations under the Act, the Company believes that sufficient quantities of new and used refrigerants will continue to be available to it at a reasonable cost for the foreseeable future.  To the extent that the Company is unable to source sufficient quantities of refrigerants or is unable to obtain refrigerants on commercially reasonable terms or experiences a decline in demand and/or price 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 merit and potential liability associated with each of these proceedings.  In addition, the Company estimates potential liability, if any, related to these matters.  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 effect on operating results and its financial position.

Impairment of long-lived assets

The Company reviews long-lived assets for impairment 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.

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Consolidated Statements of Cash Flows (USD $) In Thousands	9 Months Ended
	Sep. 30, 2011	Sep. 30, 2010
Cash flows from operating activities:
Net income	$ 1,756	$ 1,257
Adjustments to reconcile net income to cash provided by operating activities:
Depreciation and amortization	379	407
Allowance for doubtful accounts	70	47
Value of share-based payment arrangements	66	183
Amortization of deferred finance costs	6	18
Deferred tax benefit	1,029	606
Changes in assets and liabilities:
Trade accounts receivable	(2,920)	(2,660)
Inventories	8,203	3,621
Prepaid and other assets	(1,405)	(172)
Other assets	(19)	13
Accounts payable and accrued expenses	(3,333)	308
Cash provided by operating activities	3,832	3,628
Cash flows from investing activities:
Additions to patents	(26)	(9)
Additions to property, plant, and equipment	(394)	(264)
Cash used by investing activities	(420)	(273)
Cash flows from financing activities:
Proceeds from issuance of securities - net		5,006
Purchase of common stock equivalents	(90)
Repayments from short-term debt - net	(1,336)	(3,781)
Proceeds from issuance of long-term debt		100
Repayment of long-term debt	(723)	(899)
Cash provided (used) by financing activities	(2,149)	426
Increase in cash and cash equivalents	1,263	3,781
Cash and cash equivalents at beginning of period	3,926	299
Cash and cash equivalents at end of period	5,189	4,080
Supplemental disclosure of cash flow information:
Cash paid during period for interest	688	743
Cash paid for income taxes	$ 48	$ 22

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Share-based compensation

9 Months Ended

Sep. 30, 2011

Share-based compensation

Note 2 - Share-based compensation

Share-based compensation represents the cost related to share-based awards, typically stock options, granted to employees, non-employees, officers and directors.  Share-based compensation is measured at grant date, based on the estimated aggregate fair value of the award on the grant date, and such amount is charged to compensation expense on a straight-line basis (net of estimated forfeitures) over the requisite service period.  For the three month period ended September 30, 2011 and 2010, the share based compensation expense of $56,000 and $150,000, respectively, is reflected in general and administrative expenses in the consolidated statements of operations.  For the nine month period ended September 30, 2011 and 2010, the share-based compensation expense of $66,000 and $170,000, respectively, is reflected in general and administrative expenses in the consolidated statements of operations.

Share-based awards have historically been stock options issued pursuant to the terms of the Company’s 1994 and 1997 stock option plans and the Company’s 2004 and 2008 stock incentive plans, (collectively, the “Plans”), described below.  The Plans may be administered by the Board of Directors or the Compensation and Stock Option Committee of the Board, or by another committee appointed by the Board from among its members as provided in the Plans.  Presently, the Plans are administered by a committee consisting of non-employee directors.  As of September 30, 2011, the Plans authorized the issuance of stock options to purchase 5,500,000 shares of the Company’s common stock and, as of September 30, 2011 there were 2,659,000 shares of the Company’s common stock available for issuance for future stock option grants or other stock based awards.

Stock options are awards, which allow the recipient to purchase shares of the Company’s common stock at a fixed price, are typically granted at an exercise price equal to the Company’s stock price at the date of grant.  Typically, the Company’s stock option awards have generally vested from immediately to two years from the grant date and have had a contractual term ranging from five to ten years.

For the nine month period ended September 30, 2011 and 2010, the Company issued 75,000 and 155,000 options, respectively.  At September 30, 2011, there was $7,000 of unrecognized compensation cost related to non-vested previously granted option awards.

Effective October 31, 1994, the Company adopted an Employee Stock Option Plan (“1994 Plan”) pursuant to which 725,000 shares of common stock were reserved for issuance upon the exercise of options designated as either (i) options intended to constitute incentive stock options (“ISOs”) under the Internal Revenue Code of 1986, as amended, (“Code”) or (ii) nonqualified options.  ISOs could be granted under the 1994 Plan to employees and officers of the Company.  Non-qualified options could be granted to consultants, directors (whether or not they are employees), employees or officers of the Company.  Effective November 1, 2004, the Company’s ability to grant options under the 1994 Plan expired.

Effective July 25, 1997, the Company adopted its 1997 Employee Stock Option Plan, which was amended on August 19, 1999, (“1997 Plan”) pursuant to which 2,000,000 shares of common stock were reserved for issuance upon the exercise of options designated as either (i) ISOs under the Code, or (ii) nonqualified options.  ISOs could be granted under the 1997 Plan to employees and officers of the Company.  Non-qualified options could be granted to consultants, directors (whether or not they are employees), employees or officers of the Company.  Stock appreciation rights could also be issued in tandem with stock options.  Effective June 11, 2007, the Company’s ability to grant options or stock appreciation rights under the 1997 Plan expired.

Effective September 10, 2004, the Company adopted its 2004 Stock Incentive Plan (“2004 Plan”) pursuant to which 2,500,000 shares of common stock are currently reserved for issuance upon the exercise of options, designated as either (i) ISOs under the Code, or (ii) nonqualified options, restricted stock, deferred stock or other stock-based awards.  ISOs may be granted under the 2004 Plan to employees and officers of the Company.  Non qualified options, restricted stock, deferred stock or other stock-based awards may be granted to consultants, directors (whether or not they are employees), employees or officers of the Company.  Stock appreciation rights may also be issued in tandem with stock options.  Unless the 2004 Plan is sooner terminated, the ability to grant options or other awards under the 2004 Plan will expire on September 10, 2014.

ISOs granted under the 2004 Plan may not be granted at a price less than the fair market value of the common stock on the date of grant (or 110% of fair market value in the case of persons holding 10% or more of the voting stock of the Company).  Nonqualified options granted under the 2004 Plan may not be granted at a price less than the fair market value of the common stock.  Options granted under the 2004 Plan expire not more than ten years from the date of grant (five years in the case of ISOs granted to persons holding 10% or more of the voting stock of the Company).

Effective August 27, 2008, the Company adopted its 2008 Stock Incentive Plan (“2008 Plan”) pursuant to which 3,000,000 shares of common stock are currently reserved for issuance upon the exercise of options, designated as either (i) ISOs under the Code, or (ii) nonqualified options, restricted stock, deferred stock or other stock-based awards.  ISOs may be granted under the 2008 Plan to employees and officers of the Company.  Non qualified options, restricted stock, deferred stock or other stock-based awards may be granted to consultants, directors (whether or not they are employees), employees or officers of the Company.  Stock appreciation rights may also be issued in tandem with stock options.  Unless the 2008 Plan is sooner terminated, the ability to grant options or other awards under the 2008 Plan will expire on August 27, 2018.

ISOs granted under the 2008 Plan may not be granted at a price less than the fair market value of the common stock on the date of grant (or 110% of fair market value in the case of persons holding 10% or more of the voting stock of the Company).  Nonqualified options granted under the 2008 Plan may not be granted at a price less than the fair market value of the common stock.  Options granted under the 2008 Plan expire not more than ten years from the date of grant (five years in the case of ISOs granted to persons holding 10% or more of the voting stock of the Company).

All stock options have been granted to employees and non-employees at exercise prices equal to or in excess of the market value on the date of the grant.

The Company determines the fair value of share based awards at the grant date by using the Black-Scholes option-pricing model, and is incorporating the simplified method to compute expected lives of share based awards with the following weighted-average assumptions:

Nine Month Period Ended September 30,	2011			2010
Assumptions
Dividend Yield		0	%		0	%
Risk free interest rate		1.0	%	0.8% to 2.5%
Expected volatility		63	%	56 to 85%
Expected lives	5 years			3 to 5 years

A summary of the status of the Company's Plans as of September 30, 2011 and December 31, 2010 and changes for the periods ending on those dates is presented below:

Stock Option Plan Totals	Shares			Weighted Average Exercise Price
Outstanding at December 31, 2009		3,394,343		$	1.20
·    Exercised		(101,400	)	$	0.90
·    Forfeited		(36,000	)	$	2.02
·    Granted		155,000		$	1.89
Outstanding at December 31, 2010		3,411,943		$	1.23
·    Cancelled		(49,000	)	$	2.04
·    Granted		75,000		$	1.31
Outstanding at September 30, 2011		3,437,943		$	1.22

The following is the weighted average contractual life in years and the weighted average exercise price at September 30, 2011 of:

			Weighted Average
	Number of		Remaining	Weighted Average
	Options		Contractual Life	Exercise Price
Options outstanding		3,437,943	5.8 years	$	1.22
Options vested		3,422,943	5.8 years	$	1.22

The following is the intrinsic value at September 30, 2011 of:

Options outstanding	$	386,000
Options vested		—

The intrinsic value of options exercised during the year ended December 31, 2010 was $139,000.

The following is the weighted average fair value for the nine month period ended September 30, 2011 of:

Options vested $ 1.28

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Consolidated Balance Sheets (USD $) In Thousands	Sep. 30, 2011	Dec. 31, 2010
Current assets:
Cash and cash equivalents	$ 5,189	$ 3,926
Trade accounts receivable - net of allowance for doubtful accounts of $290 and $220	4,617	1,767
Inventories	10,008	18,211
Prepaid expenses and other current assets	1,781	376
Total current assets	21,595	24,280
Property, plant and equipment, less accumulated depreciation and amortization	3,043	3,008
Other assets	79	66
Deferred tax assets - net	2,640	3,669
Intangible assets, less accumulated amortization	79	73
Total Assets	27,436	31,096
Current liabilities:
Accounts payable and accrued expenses	3,332	6,350
Accrued payroll	378	693
Short-term debt and current maturities of long-term debt	3,821	5,012
Total current liabilities	7,531	12,055
Long-term debt, less current maturities	150	1,018
Total Liabilities	7,681	13,073
Commitments and contingencies
Stockholders' equity:
Common stock, $0.01 par value; shares authorized 50,000,000; 23,780,606 issued and outstanding	238	238
Additional paid-in capital	42,863	42,887
Accumulated deficit	(23,346)	(25,102)
Total Stockholders' Equity	19,755	18,023
Total Liabilities and Stockholders' Equity	27,436	31,096
Preferred Stock
Stockholders' equity:
Preferred stock
Series A Convertible Preferred stock
Stockholders' equity:
Preferred stock