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) | November 12, 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 (seeGeneral Instruction A.2. below):
¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
¨ | 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¨
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.¨
Item 2.02 | Results of Operations and Financial Condition |
Item 7.01 | Regulation FD |
On November 12, 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 September 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 the applicable financial covenants, calculated as of June 30, 2019 and September 30, 2019, set forth in its (i) 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) 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. 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 September 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, in any event, not later than November 18, 2019.
The Form also provided the following preliminary financial information for the quarter and nine months ended September 30, 2019:
For the quarter ended September 30, 2019, the Company’s revenues were $45.6 million, an increase of 13% compared to $40.5 million in the comparable 2018 period. The Company’s net income for the third quarter of 2019 was $3.1 million, or $0.07 per basic and diluted share, compared to a net loss of $13.9 million or ($0.33) per basic and diluted share in the third quarter of 2018. Net income was favorably impacted by $8.9 million of other income during the 2019 period arising from the settlement of a working capital adjustment dispute related to the Company’s acquisition of Aspen Refrigerants, Inc.
For the nine months ended September 30, 2019, the Company’s revenues were $136.3 million, a decrease of 3% compared to $140.8 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 net loss for the first nine months of 2019 was $14.7 million, or ($0.34) per basic and diluted share, compared to a net loss of $47.6 million or ($1.12) per basic and diluted share in the first nine months of 2018.
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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 on its behalf by the undersigned hereunto duly authorized.
Date: November 12, 2019
HUDSON TECHNOLOGIES, INC. | ||
By: | /s/ Nat Krishnamurti | |
Name: Nat Krishnamurti | ||
Title: Chief Financial Officer & Secretary |
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