UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
| Date of report (Date of earliest event reported) | August 9, 2019 | |
|
Hudson Technologies, Inc. | ||
| (Exact Name of Registrant as Specified in Charter) | ||
|
New York | ||
| (State or Other Jurisdiction of Incorporation) | ||
|
1-13412 |
13-3641539 | |
| (Commission File Number) | (IRS Employer Identification No.) | |
|
PO Box 1541, 1 Blue Hill Plaza, Pearl River, New York |
10965 | |
| (Address of Principal Executive Offices) | (Zip Code) | |
|
(845) 735-6000 | ||
| (Registrant's Telephone Number, Including Area Code) | ||
|
Not Applicable | ||
| (Former Name or Former Address, if Changed Since Last Report) | ||
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbols(s) | Name of each exchange on which registered |
| Common Stock, $0.01 par value | HDSN | Nasdaq Capital Market |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
| Item 2.02 | Results of Operations and Financial Condition |
| Item 7.01 | Regulation FD |
On August 9, 2019, Hudson Technologies, Inc. (the “Company”) filed a Form 12b-25 (the “Form”) with the Securities and Exchange Commission indicating that the Company will not be in a position to timely file its Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2019, but intends to do so within the 5-day extension period provided in Rule 12b-25(b) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
The Form stated that:
Hudson Technologies, Inc. (the “Company”) was not in compliance with (i) the total leverage ratio covenant, calculated as of June 30, 2019, set forth in its Term Loan Credit and Security Agreement, as amended, with U.S. Bank National Association, as agent, and the term loan lenders (the “Term Loan”) and (ii) the minimum liquidity covenant under the Term Loan at July 31, 2019. The Company was also not in compliance with the minimum EBITDA covenant for the four quarters ended June 30, 2019 set forth in its Amended and Restated Revolving Credit and Security Agreement, as amended (the “Revolving Facility”), with PNC Bank, National Association, as administrative agent, collateral agent and lender, PNC Capital Markets LLC as lead arranger and sole bookrunner, and such other lenders thereunder.
The Company is currently seeking a waiver and/or amendment from its lenders under both the Term Loan and the Revolving Facility, which the Company is working to complete on or before August 14, 2019. As a result of the impact of foregoing discussions, the Company is not in a position to file its Quarterly Report on Form 10-Q for the quarter ended June 30, 2019 (the “10-Q”) on a timely basis. The Company is working diligently to resolve these matters and management currently believes that the Company will be in a position to file the aforementioned 10-Q not later than August 14, 2019.
The Form also provided the following preliminary financial information for the quarter and six months ended June 30, 2019:
For the quarter ended June 30, 2019, the Company’s revenues were $56.0 million, a decrease of 3% compared to $57.8 million in the comparable 2018 period. The Company recorded lower of cost or net realizable value adjustments to its inventory of $9.2 million and $34.7 million during the second quarter of 2019 and 2018, respectively. Due in part to the impact of the inventory adjustments referenced above, the Company’s preliminary net loss for the second quarter of 2019 was $13.7 million, or ($0.32) per basic and diluted share, compared to a net loss of $30.6 million or ($0.72) per basic and diluted share in the second quarter of 2018.
For the six months ended June 30, 2019, the Company’s revenues were $90.7 million, a decrease of 10% compared to $100.3 million in the comparable 2018 period. Due in part to the impact of the inventory adjustments referenced above, the Company’s preliminary net loss for the first half of 2019 was $17.8 million, or ($0.42) per basic and diluted share, compared to a net loss of $33.7 million or ($0.79) per basic and diluted share in the first half of 2018.
| 2 |
The Company issued a press release on August 14, 2019 announcing its financial results for the second quarter and six-month period ended June 30, 2019. The press release is attached hereto as Exhibit 99.1. The information in this Item and the aforementioned press release shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, and is not incorporated by reference into any filing of the Company, whether made before or after the date of this report, regardless of any general incorporation language in the filing.
| Item 9.01 | Financial Statements and Exhibits |
| Exhibit 99.1 | Press Release dated August 14, 2019 |
| 3 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: August 14, 2019
| HUDSON TECHNOLOGIES, INC. | |||
| By: | /s/ Nat Krishnamurti | ||
| Name: Nat Krishnamurti | |||
| Title: Chief Financial Officer & Secretary | |||
| 4 |
Exhibit 99.1
HUDSON TECHNOLOGIES REPORTS Second quarter 2019 RESULTS and RecEives $8.9 million settlement from Airgas
pearl river, ny – August 14, 2019 – Hudson Technologies, Inc. (NASDAQ: HDSN) announced results for the second quarter and six months ended June 30, 2019.
For the quarter ended June 30, 2019 Hudson reported revenues of $56.0 million compared to $57.8 million in the comparable 2018 period. Refrigerant average selling prices declined by approximately 19%, partially offset by a 12% increase in volume. Revenue from the Defense Logistics Agency (“DLA”) increased by approximately $2.3 million in the quarter. The Company recorded lower of cost or net realizable value (“NRV”) adjustments to its inventory of $9.2 million and $34.7 million during the second quarter of 2019 and 2018, respectively. The 2019 NRV adjustment was primarily attributed to the remaining R-22 inventory purchased in connection with the acquisition of Aspen Refrigerants, Inc. (“ARI”). Selling, general and administrative (“SG&A”) expenses for the three-month period ended June 30, 2019 were $6.8 million, a decrease of $3.8 million from the $10.6 million reported during the comparable 2018 period. The reduction in SG&A was primarily attributable to professional fees pertaining to integration and services relating to the acquisition of ARI, which declined by approximately $2.5 million from the second quarter of 2018, as well as a reduction in payroll-related expenses, advertising and other professional fees in the second quarter of 2019 compared to the 2018 period. The Company’s net loss for the second quarter of 2019, which includes the above mentioned $9.2 million inventory adjustment, was $13.8 million, or $(0.32) per basic and diluted share. This compares to a net loss for the second quarter of 2018, which includes the above mentioned $34.7 million inventory adjustment, of $30.6 million or $(0.72) per basic and diluted share.
For the six months ended June 30, 2019, Hudson reported revenues of $90.7 million compared to $100.3 million in the comparable 2018 period. Refrigerant average selling prices declined by approximately 19%, partially offset by a 3% increase in refrigerant volume. Revenue from the DLA also increased by approximately $4.1 million. Net loss for the first half of 2019, which includes the above mentioned $9.2 million inventory adjustment, was $17.8 million, or ($0.42) per basic and diluted share. This compares to a net loss in the first half of 2018, which includes the above mentioned $34.7 million inventory adjustment, of $33.7 million, or $(0.79) per basic and diluted share.
In August 2019, following the end of the second quarter, the Company successfully completed the working capital adjustment process arising from the acquisition of ARI, including the settlement of related litigation, which resulted in Airgas agreeing to make a cash payment to Hudson of $8.9 million.
Loan Covenant Defaults
The Company failed to comply with the financial covenants contained in its term loan facility and its revolving credit facility at June 30, 2019 and is currently in default under those agreements. Other than the financial covenants, the Company has fully complied with all of its debt payment and other obligations on a timely basis and had over $21 million of availability pursuant to the borrowing base formula in its revolving loan facility as of June 30, 2019. As such, the Company does not believe that the covenant defaults relate to a liquidity issue but relate to a leverage issue under the current covenant structure. The Company is currently seeking a waiver and amendment from its lenders to waive the covenant defaults and reset the financial covenants under both the term loan facility and the revolving credit facility. However, the lenders have the right to declare all amounts under these facilities to be immediately due and payable, and there can be no assurance that the Company will be able to obtain any such waivers or amendments on acceptable terms or at all.
Kevin J. Zugibe, Chairman and Chief Executive Officer of Hudson Technologies commented,
“This was a disappointing quarter as we continued to encounter lower prices, primarily on R-22, when compared to 2018. Temperatures remained cool for much of the quarter, which reduced urgency for customers and a ‘just in time’ buying pattern continued. On a positive note, even with poor weather conditions, we did see refrigerant sales volumes increase meaningfully during the second quarter, and, as we move through the third fiscal quarter, temperatures have risen to more seasonal levels.
“A benefit of our experience in this industry is that we have faced and managed through price corrections and disappointing sales seasons before and as we sell through the higher priced layers within our FIFO inventory, we expect to return to more historical margin levels. We remain optimistic about the long-term market opportunity and remain focused on driving growth by leveraging our positioning at two key points in the supply chain and our ability to provide any refrigerant, anywhere at any time.”
Conference Call Information
The Company will host a conference call and webcast today, Wednesday, August 14, 2019 at 5:00 p.m. Eastern Time, to discuss the Company’s second quarter results.
To access the live webcast, log onto the Hudson Technologies website at www.hudsontech.com, and click on “Investor Relations”.
To participate in the call by phone, dial (877) 407-9205 approximately five minutes prior to the scheduled start time. International callers please dial (201) 689-8054.
A replay of the teleconference will be available until September 14, 2019 and may be accessed by dialing (877) 481-4010. International callers may dial (919) 882-2331. Callers should use conference ID: 53040.
About Hudson Technologies
Hudson Technologies, Inc. is a leading provider of innovative and sustainable solutions for optimizing performance and enhancing reliability of commercial and industrial chiller plants and refrigeration systems. Hudson's proprietary RefrigerantSide® Services increase operating efficiency, provide energy and cost savings, reduce greenhouse gas emissions and the plant’s carbon footprint while enhancing system life and reliability of operations at the same time. RefrigerantSide® Services can be performed at a customer's site as an integral part of an effective scheduled maintenance program or in response to emergencies. Hudson also offers SMARTenergy OPS®, which is a cloud-based Managed Software as a Service for continuous monitoring, Fault Detection and Diagnostics and real-time optimization of chilled water plants. In addition, the Company sells refrigerants and provides traditional reclamation services for commercial and industrial air conditioning and refrigeration uses. For further information on Hudson, please visit the Company's web site at www.hudsontech.com.
Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995
Statements contained herein which are not historical facts constitute forward-looking statements. These include statements regarding management’s intentions, plans, beliefs, expectations or forecasts for the future including, without limitation, Hudson’s expectations with respect to the benefits, costs and other anticipated financial impacts of the ARI transaction; future financial and operating results of the Company; the Company’s ability to secure amendments to its credit facilities and thereafter to remain in compliance with the financial covenants therein; and the Company’s plans, objectives, expectations and intentions with respect to future operations and services. 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 laws and regulations affecting the industry, 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 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, any delays or interruptions in bringing products and services to market, the timely availability of any requisite permits and authorizations from governmental entities and third parties as well as factors relating to doing business outside the United States, including changes in the laws, regulations, policies, and political, financial and economic conditions, including inflation, interest and currency exchange rates, of countries in which the Company may seek to conduct business, the Company’s ability to successfully integrate ARI’s operations and any assets it acquires from other third parties into its operations, and other risks detailed in the Company's 10-K for the year ended December 31, 2018 and other subsequent filings with the Securities and Exchange Commission. Examples of such risks and uncertainties specific to the ARI transaction include, but are not limited to, the possibility that the expected benefits will not be realized, or will not be realized within the expected time period. 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.
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Investor Relations Contact: IMS Investor Relations jnesbett@institutionalms.com |
Company
Contact: |
Hudson Technologies, Inc. and Subsidiaries
Consolidated Balance Sheets
(Amounts in thousands, except for share and par value amounts)
| June 30, | December 31, | |||||||
| 2019 | 2018 | |||||||
| (unaudited) | ||||||||
| Assets | ||||||||
| Current assets: | ||||||||
| Cash and cash equivalents | $ | 1,302 | $ | 2,272 | ||||
| Trade accounts receivable – net | 28,050 | 14,065 | ||||||
| Inventories – net | 75,247 | 101,962 | ||||||
| Prepaid expenses and other current assets | 6,783 | 5,287 | ||||||
| Total current assets | 111,382 | 123,586 | ||||||
| Property, plant and equipment, less accumulated depreciation | 24,973 | 27,395 | ||||||
| Goodwill | 47,803 | 47,803 | ||||||
| Intangible assets, less accumulated amortization | 27,977 | 29,451 | ||||||
| Right of use asset | 7,014 | - | ||||||
| Other assets | 87 | 106 | ||||||
| Total Assets | $ | 219,236 | $ | 228,341 | ||||
| Liabilities and Stockholders’ Equity | ||||||||
| Current liabilities: | ||||||||
| Trade accounts payable | $ | 9,681 | $ | 8,671 | ||||
| Accrued expenses and other current liabilities | 18,162 | 19,023 | ||||||
| Accrued payroll | 1,101 | 1,046 | ||||||
| Short-term debt | 33,000 | 29,000 | ||||||
| Current maturities of long-term debt | 99,674 | 2,672 | ||||||
| Total current liabilities | 161,618 | 60,412 | ||||||
| Deferred tax liability | 586 | 443 | ||||||
| Long-term lease liabilities | 5,012 | — | ||||||
| Long-term debt, less current maturities | 6 | 98,273 | ||||||
| Total Liabilities | 167,222 | 159,128 | ||||||
| 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 100,000,000; issued and outstanding 42,612,431 at June 30, 2019 and 42,602,431 at December 31, 2018 | 426 | 426 | ||||||
| Additional paid-in capital | 116,356 | 115,719 | ||||||
| Accumulated deficit | (64,768 | ) | (46,932 | ) | ||||
| Total Stockholders’ Equity | 52,014 | 69,213 | ||||||
| Total Liabilities and Stockholders’ Equity | $ | 219,236 | $ | 228,341 | ||||
Hudson Technologies, Inc. and Subsidiaries
Consolidated Statements of Operations
(unaudited)
(Amounts in thousands, except for share and per share amounts)
| Three months ended June 30, | Six months ended June 30, | |||||||||||||||
| 2019 | 2018 | 2019 | 2018 | |||||||||||||
| Revenues | $ | 56,011 | $ | 57,831 | $ | 90,675 | $ | 100,259 | ||||||||
| Cost of sales | 58,377 | 83,913 | 86,056 | 118,436 | ||||||||||||
| Gross profit | (2,366 | ) | (26,082 | ) | 4,619 | (18,177 | ) | |||||||||
| Operating expenses: | ||||||||||||||||
| Selling, general and administrative | 6,848 | 10,605 | 12,872 | 18,682 | ||||||||||||
| Amortization | 753 | 741 | 1,474 | 1,483 | ||||||||||||
| Total operating expenses | 7,601 | 11,346 | 14,346 | 20,165 | ||||||||||||
| Operating loss | (9,967 | ) | (37,428 | ) | (9,727 | ) | (38,342 | ) | ||||||||
| Other expense: | ||||||||||||||||
| Net interest expense | (4,267 | ) | (3,346 | ) | (8,474 | ) | (6,552 | ) | ||||||||
| Other income | 508 | -- | 508 | -- | ||||||||||||
| Total other expense | (3,759 | ) | (3,346 | ) | (7,966 | ) | (6,552 | ) | ||||||||
| Loss before income taxes | (13,726 | ) | (40,774 | ) | (17,693 | ) | (44,894 | ) | ||||||||
| Income tax (benefit) expense | 71 | (10,158 | ) | 143 | (11,222 | ) | ||||||||||
| Net loss | $ | (13,797 | ) | $ | (30,616 | ) | $ | (17,836 | ) | $ | (33,672 | ) | ||||
| Net loss per common share – Basic and Diluted | $ | (0.32 | ) | $ | (0.72 | ) | $ | (0.42 | ) | $ | (0.79 | ) | ||||
| Weighted average number of shares outstanding – Basic and Diluted | 42,604,189 | 42,403,140 | 42,603,315 | 42,403,084 | ||||||||||||