HDSN Hudson Technologies Inc

 

 

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)

October 23, 2024

 

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.)

 

300 Tice Boulevard, Suite 290, Woodcliff Lake, New Jersey		07677
(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):

 

¨

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 1.01

Entry into a Material Definitive Agreement

 

See Item 2.03 below.

 

Item 2.03

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

 

Revolving Credit Facility Amendment

 

On October 23, 2024, Hudson Technologies Company (“HTC”) and Hudson Holdings, Inc. (“Holdings”), as borrowers (collectively, the “Borrowers”), and Hudson Technologies, Inc. (the “Company”) as a guarantor, entered into a Second Amendment to Amended and Restated Credit Agreement dated October 23, 2024 (the “Second Amendment”) with Wells Fargo Bank, National Association, as administrative agent and lender (“Agent” or “Wells Fargo”) and such other lenders as have or may thereafter become a party to the Wells Fargo Facility (the “Lenders”).

 

The Second Amendment amends the provision relating to permitted stock repurchases by the Company, to permit stock repurchases in an amount not to exceed $10 million per calendar year in each of 2024 and 2025 and $5 million in any calendar year thereafter during the term of the Wells Fargo Facility, upon satisfaction of certain conditions, subject to an aggregate cap of $25 million.

 

The description of the Second Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Second Amendment, which is filed as Exhibit 10.1 to this Report.

 

Item 7.01

Regulation FD Disclosure

 

On October 25, 2024, the Company issued a press release announcing that the Company’s Board of Directors has approved an increase to its previously disclosed share repurchase program pursuant to which the Company may now purchase up to $20 million in shares of the Company’s common stock (consisting of up to $10 million in shares during each of calendar year 2024 and 2025) (the “Repurchase Program”).

 

Under the Repurchase Program, the Company may purchase shares of its common stock on a discretionary basis from time to time through open market repurchases or privately negotiated transactions or through other means, including by entering into Rule 10b5-1 trading plans, in each case, during an “open window” and when the Company does not possess material non-public information. The timing and actual number of shares repurchased under the Repurchase Program will depend on a variety of factors, including stock price, trading volume, market conditions, corporate and regulatory requirements and other general business considerations. The Repurchase Program may be modified, suspended or discontinued at any time without prior notice.

 

Repurchases under the Repurchase Program may be funded from the Company’s existing cash and cash equivalents, and future cash flow.

 

A copy of the press release is furnished herewith as Exhibit 99.1 to this Current Report.

 

The information in Item 7.01 of this Current Report and the press release is being furnished and shall not be deemed “filed” for purposes of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be deemed incorporated by reference into any registration statement or other filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, except as shall be expressly set forth by specific reference to such filing.

 

 

Item 9.01

Financial Statements and Exhibits

 

(d)           Exhibits

 

Exhibit Number		Name of Exhibit
10.1		Second Amendment to Amended and Restated Credit Agreement dated October 23, 2024 by and among Wells Fargo Bank, National Association, as Agent, Hudson Technologies, Inc., and the Borrowers and Lenders party thereto
99.1		Press release issued October 25, 2024
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

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:  October 25, 2024

 

	HUDSON TECHNOLOGIES, INC.
	By:	/s/ Brian J. Bertaux
	Name:	Brian J. Bertaux
	Title:	Chief Financial Officer & Secretary

 

Exhibit 10.1

 

SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT

 

THIS SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”), dated as of October 23, 2024, is entered into by and among WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association (“Wells Fargo”), in its capacity as agent for the Lender Group and the Bank Product Providers (in such capacity, together with its successors and assigns in such capacity, “Agent”), HUDSON TECHNOLOGIES, INC., a New York corporation (“Parent”), HUDSON HOLDINGS, INC., a Nevada corporation (“Hudson Holdings”), HUDSON TECHNOLOGIES COMPANY (formerly known as Aspen Refrigerants, Inc.), a Delaware corporation (“Hudson Technologies”, and together with Hudson Holdings, each, a “Borrower” and individually and collectively, the “Borrowers”), and the Lenders (as defined below) party hereto, and acknowledged and agreed to by each of the Guarantors (as defined in the Credit Agreement referred to below) identified on the signature pages hereof.

 

RECITALS

 

A.            Parent, Borrowers, the lenders party thereto from time to time (collectively, the “Lenders”) and Agent, have previously entered into that certain Amended and Restated Credit Agreement, dated as of March 2, 2022 (as amended by that certain First Amendment to Amended and Restated Credit Agreement and Limited Consent, dated as of June 6, 2024, and as the same may be further amended, amended and restated, restated, supplemented, modified, or otherwise in effect from time to time, the “Credit Agreement”), pursuant to which the Lenders have made certain loans and financial accommodations available to Borrowers. Capitalized terms used herein without definition shall have the meanings ascribed to them in the Credit Agreement.

 

B.            Borrowers have requested that Agent and the Lenders amend the Credit Agreement, and Agent and the Lenders party hereto have agreed to do so pursuant to the terms and conditions set forth herein.

 

C.            The Loan Parties are entering into this Amendment with the understanding and agreement that, except as specifically provided herein, none of Agent’s or any Lender’s rights or remedies as set forth in the Credit Agreement or the other Loan Documents are being waived or modified by the terms of this Amendment.

 

AGREEMENT

 

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

 

1.            Amendments to Credit Agreement.

 

(a)            Clause (d) of Section 6.7 of the Credit Agreement is hereby amended and restated in its entirety to read as follows:

 

(d) Parent may repurchase its common Equity Interests (other than Disqualified Equity Interests) pursuant to one or more publicly announced share repurchase programs (each, a “Share Repurchase Program”) in accordance with Rule 10b-18 of the Securities Exchange Act so long as (i) such Share Repurchase Program has been approved by the board of directors of Parent, (ii) such Share Repurchase Program is made in accordance with, and in compliance with, applicable law, (iii) the Payment Conditions have been satisfied, and (iv) the aggregate amount of such Share Repurchase Programs shall not exceed (A) $10,000,000 during the fiscal year ending December 31, 2024, (B) $10,000,000 during the fiscal year ending December 31, 2025, or (C) $5,000,000 during any fiscal year thereafter; provided, however, that the aggregate amount of such Share Repurchase Programs shall not exceed $25,000,000 during the term of this Agreement.

 

 

2.            Conditions Precedent to Effectiveness of this Amendment. This Amendment shall not become effective until all of the following conditions precedent shall have been satisfied in the sole discretion of Agent or waived by Agent:

 

(a)            Agent shall have received this Amendment duly executed and delivered by the parties hereto, in form and substance satisfactory to Agent,

 

(b)            Agent shall have received a fee letter (the “Second Amendment Fee Letter”) duly executed and delivered by the parties thereto, in form and substance satisfactory to Agent,

 

(c)            Agent shall have received the non-refundable fees as set forth in the Second Amendment Fee Letter, which fees are fully earned as of, and due and payable on, the date hereof,

 

(d)            each of the representations and warranties of each Loan Party or its Subsidiaries contained in this Agreement or in the other Loan Documents shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) on and as of the date hereof, as though made on and as of such date (except to the extent that such representations and warranties relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) as of such earlier date),

 

(e)            no Default or Event of Default shall have occurred and be continuing, and

 

(f)            Borrowers shall have reimbursed Agent for all Lender Group Expenses incurred in connection with the transactions evidenced by this Amendment.

 

3.            Release; Covenant Not to Sue.

 

(a)            Each Loan Party party hereto hereby absolutely and unconditionally releases and forever discharges Agent and each Lender, and any and all participants, parent corporations, subsidiary corporations, affiliated corporations, insurers, indemnitors, successors and assigns thereof, together with all of the present and former directors, officers, agents and employees of any of the foregoing (each a “Released Party”), from any and all claims, demands or causes of action of any kind, nature or description, whether arising in law or equity or upon contract or tort or under any state or federal law or otherwise, which any Loan Party party hereto has had, now has or has made claim to have against any such person for or by reason of any act, omission, matter, cause or thing whatsoever arising from the beginning of time to and including the date of this Amendment arising from or in any way connected to this Amendment, the other Loan Documents, and/or the transactions contemplated hereunder or thereunder, whether such claims, demands and causes of action are matured or unmatured or known or unknown.

 

(b)            Each Loan Party party hereto acknowledges that it may hereafter discover facts different from or in addition to those now known or believed to be true with respect to such claims, demands, or causes of action and agree that this instrument shall be and remain effective in all respects notwithstanding any such differences or additional facts. Each Loan Party party hereto understands, acknowledges and agrees that the release set forth above may be pleaded as a full and complete defense and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release.

 

 

(c)            Each Loan Party party hereto, on behalf of itself and its successors, assigns, and other legal representatives, hereby absolutely, unconditionally and irrevocably, covenants and agrees with and in favor of each Released Party above that it will not sue (at law, in equity, in any regulatory proceeding or otherwise) any Released Party on the basis of any claim released, remised and discharged by each Loan Party party hereto pursuant to the above release. If any Loan Party party hereto or any of their successors, assigns or other legal representations violates the foregoing covenant, each Loan Party party hereto, for itself and its successors, assigns and legal representatives, agrees to pay, in addition to such other damages as any Released Party may sustain as a result of such violation, all reasonable attorneys’ fees and costs incurred by such Released Party as a result of such violation.

 

4.            Representations and Warranties. Each Loan Party hereby represents and warrants to the Lenders as follows:

 

(a)            Organization; Powers. The Loan Parties and each of their respective Subsidiaries (a) is duly organized and existing and in good standing under the laws of the jurisdiction of its organization, (b) is qualified to do business in any state where the failure to be so qualified could reasonably be expected to result in a Material Adverse Effect and (c) has all requisite power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, to enter into the Loan Documents to which it is a party and to carry out the transactions contemplated thereby.

 

(b)            Authorization; Enforceability. The execution, delivery and performance by each Loan Party of this Amendment are within such Loan Party’s corporate or other organizational power and has been duly authorized by all necessary corporate or other organizational action of such Loan Party. This Amendment and each Loan Document (as amended or modified hereby) is the legal, valid and binding obligation of each Loan Party, enforceable against such Loan Party in accordance with their respective terms (except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors’ rights generally), and are in full force and effect.

 

(c)            Representations and Warranties. The representations and warranties of each Loan Party or its Subsidiaries contained in the Credit Agreement or in the other Loan Documents shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) on and as of the date hereof, as though made on and as of such date (except to the extent that such representations and warranties relate solely to an earlier date).

 

(d)            No Default. No event has occurred and is continuing that constitutes a Default or Event of Default.

 

5.            Choice of Law. THE VALIDITY OF THIS AMENDMENT, THE CONSTRUCTION, INTERPRETATION, AND ENFORCEMENT HEREOF, THE RIGHTS OF THE PARTIES HERETO WITH RESPECT TO ALL MATTERS ARISING HEREUNDER OR RELATED HERETO, AND ANY CLAIMS, CONTROVERSIES OR DISPUTES ARISING HEREUNDER OR RELATED HERETO SHALL BE DETERMINED UNDER, GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

 

6.            Counterparts. This Amendment may be executed in any number of counterparts and by different parties and separate counterparts, each of which when so executed and delivered, shall be deemed an original, and all of which, when taken together, shall constitute one and the same instrument. This Amendment and any notices delivered under this Amendment, may be executed by means of (a) an electronic signature that complies with the federal Electronic Signatures in Global and National Commerce Act, state enactments of the Uniform Electronic Transactions Act, or any other relevant and applicable electronic signatures law; (b) an original manual signature; or (c) a faxed, scanned, or photocopied manual signature. Each electronic signature or faxed, scanned, or photocopied manual signature shall for all purposes have the same validity, legal effect, and admissibility in evidence as an original manual signature. Delivery of an executed counterpart of a signature page of this Amendment and any notices as set forth herein will be as effective as delivery of a manually executed counterpart of the Amendment or notice.

 

 

7.            Reference to and Effect on the Loan Documents.

 

(a)            Upon and after the effectiveness of this Amendment, each reference in the Credit Agreement to “this Agreement”, “hereunder”, “hereof” or words of like import referring to the Credit Agreement, and each reference in the other Loan Documents to “the Credit Agreement”, “thereof” or words of like import referring to the Credit Agreement, shall mean and be a reference to the Credit Agreement as modified and amended hereby.

 

(b)            Except as specifically set forth in this Amendment, the Credit Agreement and all other Loan Documents, are and shall continue to be in full force and effect and are hereby in all respects ratified and confirmed and shall constitute the legal, valid, binding and enforceable obligations of Parent and each Borrower to Agent and Lenders without defense, offset, claim or contribution.

 

(c)            The execution, delivery and effectiveness of this Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of Agent or any Lender under any of the Loan Documents, nor constitute a waiver of any provision of any of the Loan Documents.

 

8.            Reaffirmation and Confirmation. The Loan Parties party hereto hereby (a) acknowledge and reaffirm their respective obligations as set forth in each Loan Document (as amended by this Amendment), (b) agree to continue to comply with, and be subject to, all of the terms, provisions, conditions, covenants, agreements and obligations applicable to them set forth in each Loan Document (as amended by this Amendment), which remain in full force and effect, and (c) confirm, ratify and reaffirm that (i) the guarantees and indemnities given by them pursuant to the Credit Agreement and/or any other Loan Document continue in full force and effect, following and notwithstanding, any waiver thereto pursuant to this Amendment; and (ii) the security interest granted to Agent, for the benefit of each member of the Lender Group, in each case pursuant to the Loan Documents in all of their right, title, and interest in all then existing and thereafter acquired or arising Collateral in order to secure prompt payment and performance of the Obligations, is continuing and is and shall remain unimpaired and continue to constitute a security interest (subject to Permitted Liens) in favor of the Agent, for the benefit of each member of the Lender Group with the same force, effect and priority in effect immediately prior to entering into this Amendment.

 

9.            Estoppel. To induce Agent and Lenders to enter into this Amendment and to induce Agent and Lenders to continue to make advances to Borrowers under the Credit Agreement, each Loan Party hereby acknowledges and agrees that, after giving effect to this Amendment, as of the date hereof, there exists no Default or Event of Default and no right of offset, defense, counterclaim or objection in favor of any Loan Party as against Agent or any Lender with respect to the Obligations.

 

10.           Integration. This Amendment, together with the other Loan Documents, incorporates all negotiations of the parties hereto with respect to the subject matter hereof and is the final expression and agreement of the parties hereto with respect to the subject matter hereof.

 

 

11.           Severability. In case any provision in this Amendment shall be invalid, illegal or unenforceable, such provision shall be severable from the remainder of this Amendment and the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

 

12.           Submission of Amendment. The submission of this Amendment to the parties or their agents or attorneys for review or signature does not constitute a commitment by Agent or any Lender to waive any of their respective rights and remedies under the Loan Documents, and this Amendment shall have no binding force or effect until all of the conditions to the effectiveness of this Amendment have been satisfied as set forth herein.

 

13.           Further Assurances. Each Loan Party party hereto agrees to execute and deliver any documents, agreements, instruments, certificates, notices or any other arrangements and take any and all further action that, in each case, may be required under applicable law or that the Agent or the Required Lenders may request in order to effectuate to more fully reflect the intent of the parties hereto and the matters contemplated by this Amendment or the Credit Agreement (as amended by this Amendment) or any other Loan Documents.

 

[Remainder of Page Left Intentionally Blank; Signature Pages Follow.]

 

 

IN WITNESS WHEREOF, the parties hereto have entered into this Amendment as of the date first above written.

 

	PARENT:
	HUDSON TECHNOLOGIES, INC., a New York corporation
	By:	/s/ Brian Coleman
		Name: Brian Coleman
		Title: President and Chief Executive Officer
	BORROWERS:
	HUDSON HOLDINGS, INC., a Nevada corporation
	By:	/s/ Brian Coleman
		Name: Brian Coleman
		Title: President and Chief Executive Officer
	HUDSON TECHNOLOGIES COMPANY (formerly known as ASPEN REFRIGERANTS, INC.), a Delaware corporation
	By:	/s/ Brian Coleman
		Name: Brian Coleman
		Title: President and Chief Executive Officer

 

[Hudson Technologies - Signature Page to Second Amendment to Amended and Restated Credit Agreement]

 

 

	AGENT AND LENDER:
	WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as Agent and as Lender
	By:	/s/ Matthew McGillycuddy
		Name: Matthew McGillycuddy
		Title: Its Authorized Signatory

 

[Hudson Technologies - Signature Page to Second Amendment to Amended and Restated Credit Agreement]

 

 

Acknowledged and agreed to

as of the date first written above:

 

GLACIER INTERNATIONAL, INC.,
a New York corporation, as a Guarantor
By:	/s/ Brian Coleman
	Name: Brian Coleman
	Title: President and Chief Executive Officer
GLACIER TRADING CORP.,
a New York corporation, as a Guarantor
By:	/s/ Brian Coleman
	Name: Brian Coleman
	Title: President and Chief Executive Officer
HFC INTERNATIONAL, INC.,
a New York corporation, as a Guarantor
By:	/s/ Brian Coleman
	Name: Brian Coleman
	Title: President and Chief Executive Officer
HFC TRADERS, INC.,
a New York corporation, as a Guarantor
By:	/s/ Brian Coleman
	Name: Brian Coleman
	Title: President and Chief Executive Officer
RGIT TRADING CORP.,
a New York corporation, as a Guarantor
By:	/s/ Brian Coleman
	Name: Brian Coleman
	Title: President and Chief Executive Officer

 

[Hudson Technologies - Signature Page to Second Amendment to Amended and Restated Credit Agreement]

 

 

RCTI CORP.,
a New York corporation, as a Guarantor
By:	/s/ Brian Coleman
	Name: Brian Coleman
	Title: President and Chief Executive Officer
RCTI TRADING, INC.,
a New York corporation, as a Guarantor
By:	/s/ Brian Coleman
	Name: Brian Coleman
	Title: President and Chief Executive Officer
RGIT, INC.,
a New York corporation, as a Guarantor
By:	/s/ Brian Coleman
	Name: Brian Coleman
	Title: President and Chief Executive Officer
RGT ENTERPRISES, INC.,
a New York corporation, as a Guarantor
By:	/s/ Brian Coleman
	Name: Brian Coleman
	Title: President and Chief Executive Officer
RCT INTERNATIONAL, INC.,
a New York corporation, as a Guarantor
By:	/s/ Brian Coleman
	Name: Brian Coleman
	Title: President and Chief Executive Officer

 

[Hudson Technologies - Signature Page to Second Amendment to Amended and Restated Credit Agreement]

 

 

CCNY International, Inc.,
a New York corporation, as a Guarantor
By:	/s/ Brian Coleman
	Name: Brian Coleman
	Title: President and Chief Executive Officer
CCNY Traders, Inc.,
a New York corporation, as a Guarantor
By:	/s/ Brian Coleman
	Name: Brian Coleman
	Title: President and Chief Executive Officer
CCS Trading, Inc.,
a New York corporation, as a Guarantor
By:	/s/ Brian Coleman
	Name: Brian Coleman
	Title: President and Chief Executive Officer
NYCCS Trading Corp.,
a New York corporation, as a Guarantor
By:	/s/ Brian Coleman
	Name: Brian Coleman
	Title: President and Chief Executive Officer
RRC INTERNATIONAL, INC.,
a New York corporation, as a Guarantor
By:	/s/ Brian Coleman
	Name: Brian Coleman
	Title: President and Chief Executive Officer

 

[Hudson Technologies - Signature Page to Second Amendment to Amended and Restated Credit Agreement]

 

 

RRC Technical Corp.,
a New York corporation, as a Guarantor
By:	/s/ Brian Coleman
	Name: Brian Coleman
	Title: President and Chief Executive Officer
RRCA CoRP.,
a New York corporation, as a Guarantor
By:	/s/ Brian Coleman
	Name: Brian Coleman
	Title: President and Chief Executive Officer
RRCA Enterprises, INC.,
a New York corporation, as a Guarantor
By:	/s/ Brian Coleman
	Name: Brian Coleman
	Title: President and Chief Executive Officer
RRI Enterprises, Inc.,
a New York corporation, as a Guarantor
By:	/s/ Brian Coleman
	Name: Brian Coleman
	Title: President and Chief Executive Officer
RRI Trading Corp.,
a New York corporation, as a Guarantor
By:	/s/ Brian Coleman
	Name: Brian Coleman
	Title: President and Chief Executive Officer

 

[Hudson Technologies - Signature Page to Second Amendment to Amended and Restated Credit Agreement]

 

 

Exhibit 99.1

 

HUDSON TECHNOLOGIES Board of Directors approves increase to company’s share repurchase Program

 

WOODCLIFF LAKE, NJ – October 25, 2024 – Hudson Technologies, Inc. (NASDAQ: HDSN) announced that its board of directors has approved an increase to the Company’s share repurchase program. Hudson may now purchase up to $20 million in shares of its common stock, consisting of up to $10 million in shares during each of calendar year 2024 and 2025. The Company had previously announced that its board had authorized the repurchase of $10 million of outstanding common stock during 2024 and 2025.

 

Under the share repurchase program, Hudson may purchase shares of its common stock on a discretionary basis from time to time through open market repurchases or privately negotiated transactions or through other means, including by entering into Rule 10b5-1 trading plans, in each case, during an “open window” and when the Company does not possess material non-public information. The timing and actual number of shares repurchased under the repurchase program will depend on a variety of factors, including stock price, trading volume, market conditions, corporate and regulatory requirements and other general business considerations. The repurchase program may be modified, suspended or discontinued at any time without prior notice.

 

Brian F. Coleman, President and Chief Executive Officer of Hudson Technologies commented, “Our strengthened balance sheet gives us the flexibility to invest in growth while also effectively returning capital to shareholders. We believe the board’s approval to increase the buyback program reflects its confidence in Hudson’s ability to drive long-term growth and reinforces our commitment to a disciplined capital allocation strategy which includes business working capital needs, acquisitions and share repurchases.”

 

About Hudson Technologies

 

Hudson Technologies, Inc. is a leading provider of innovative and sustainable refrigerant products and services to the Heating Ventilation Air Conditioning and Refrigeration industry. For nearly three decades, we have demonstrated our commitment to our customers and the environment by becoming one of the first in the United States and largest refrigerant reclaimers through multimillion dollar investments in the plants and advanced separation technology required to recover a wide variety of refrigerants and restoring them to Air-Conditioning, Heating, and Refrigeration Institute standard for reuse as certified EMERALD Refrigerants™. The Company's products and services are primarily used in commercial air conditioning, industrial processing and refrigeration systems, and include refrigerant and industrial gas sales, refrigerant management services consisting primarily of reclamation of refrigerants and RefrigerantSide® Services performed at a customer's site, consisting of system decontamination to remove moisture, oils and other contaminants. The Company’s SmartEnergy OPS® service is a web-based real time continuous monitoring service applicable to a facility’s refrigeration systems and other energy systems. The Company’s Chiller Chemistry® and Chill Smart® services are also predictive and diagnostic service offerings. As a component of the Company’s products and services, the Company also generates carbon offset projects.

 

 

Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995

 

Statements contained herein which are not historical facts constitute forward-looking statements. 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, the ability to meet financial covenants under its existing credit facility, 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 any assets it acquires from third parties into its operations, and other risks detailed in the Company's 10-K for the year ended December 31, 2023 and other subsequent filings with the Securities and Exchange Commission. The words "believe", "expect", "anticipate", "may", "plan", "should" and similar expressions identify forward-looking statements.  Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date the statement was made.

 

Investor Relations Contact:	Company Contact:
John Nesbett/Jennifer Belodeau	Brian F. Coleman, President & CEO
IMS Investor Relations	Hudson Technologies, Inc.
(203) 972-9200	(845) 735-6000
jnesbett@imsinvestorrelations.com	bcoleman@hudsontech.com

 

 

 

v3.24.3

Cover	Oct. 23, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Oct. 23, 2024
Entity File Number	1-13412
Entity Registrant Name	HUDSON TECHNOLOGIES INC /NY
Entity Central Index Key	0000925528
Entity Tax Identification Number	13-3641539
Entity Incorporation, State or Country Code	NY
Entity Address, Address Line One	300 Tice Boulevard
Entity Address, Address Line Two	Suite 290
Entity Address, City or Town	Woodcliff Lake
Entity Address, State or Province	NJ
Entity Address, Postal Zip Code	07677
City Area Code	845
Local Phone Number	735-6000
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $0.01 par value
Trading Symbol	HDSN
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false

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