UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
For the quarterly period ended
OR
For the transition period from to
Commission file number
(Exact name of registrant as specified in its charter)
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Securities registered pursuant to Section 12(b) of the Act:
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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. ☒
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files.) ☒
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act:
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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. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date:
Common stock, $0.01 par value |
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Hudson Technologies, Inc.
Index
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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)
| June 30, |
| December 31, | |||
2025 | 2024 | |||||
(unaudited) | ||||||
Assets |
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Current assets: |
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Cash and cash equivalents | $ | | $ | | ||
Trade accounts receivable – net of allowance for credit losses of $ |
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Total current assets |
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Property, plant and equipment, less accumulated depreciation |
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Intangible assets, less accumulated amortization |
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Right of use asset |
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Other assets |
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Total Assets | $ | | $ | | ||
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Total Liabilities |
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Total Liabilities and Stockholders’ Equity | $ | | $ | | ||
See Accompanying Notes to the Consolidated Financial Statements.
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Hudson Technologies, Inc. and Subsidiaries
Consolidated Statements of Income
(unaudited)
(Amounts in thousands, except for share and per share amounts)
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ended June 30, | ended June 30, | |||||||||||
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Revenues | $ | |
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Operating expenses: |
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Amortization |
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Total operating expenses |
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Operating income |
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Interest (income) expense | ( | | ( | | ||||||||
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Income before income taxes |
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Income tax expense |
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Net income | $ | |
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Net income per common share – Basic | $ | | $ | |
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Net income per common share – Diluted | $ | |
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Weighted average number of shares outstanding – Basic |
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See Accompanying Notes to the Consolidated Financial Statements.
4
Hudson Technologies, Inc. and Subsidiaries
Consolidated Statements of Stockholders’ Equity
(unaudited)
(Amounts in thousands, except for share amounts)
Three Months Ended June 30,
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Balance at April 1, 2024 |
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Issuance of common stock upon exercise of stock options | |
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Share - based compensation |
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Net income |
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Balance at June 30, 2024 |
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Balance at April 1, 2025 | |
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Issuance of common stock upon exercise of stock options | |
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Repurchase of common shares | ( | ( | ( | — | ( | |||||||||
Share - based compensation |
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Net income |
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Balance at June 30, 2025 |
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Balance at January 1, 2024 |
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Issuance of common stock upon exercise of stock options |
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Excess tax benefits from exercise of stock options | — | — | ( | — | ( | |||||||||
Share - based compensation | — |
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Net income |
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Balance at June 30, 2024 |
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Balance at January 1, 2025 | | $ | | $ | | $ | | $ | | |||||
Issuance of common stock upon exercise of stock options | | | ( | — | — | |||||||||
Repurchase of common shares | ( |
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Share - based compensation |
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Net income |
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Balance at June 30, 2025 |
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See Accompanying Notes to the Consolidated Financial Statements
5
Hudson Technologies, Inc. and Subsidiaries
Consolidated Statements of Cash Flows
(unaudited)
(Amounts in thousands)
| Six months | |||||
ended June 30, | ||||||
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Cash flows from operating activities: | ||||||
Net income | $ | | $ | | ||
Adjustments to reconcile net income to cash provided by operating activities: |
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Depreciation |
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Amortization of intangible assets |
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Impairment of long lived assets | — | | ||||
Lower of cost or net realizable value inventory adjustment |
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Allowance for credit losses |
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Amortization of deferred finance costs |
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Deferred tax expense (benefit) |
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Changes in assets and liabilities: |
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Trade accounts receivable |
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Inventories |
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Prepaid and other assets |
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Lease obligations | ( | ( | ||||
Income taxes receivable | |
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Accounts payable and accrued expenses |
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Cash flows from investing activities: |
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Payments for acquisition | — | ( | ||||
Additions to property, plant, and equipment | ( |
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Cash flows from financing activities: |
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Proceeds from issuance of common stock |
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Excess tax benefits from exercise of stock options | — | ( | ||||
Repurchase of common shares |
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Cash used in financing activities |
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Increase in cash and cash equivalents |
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Cash and cash equivalents at beginning of period |
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Cash and cash equivalents at end of period | $ | |
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Supplemental disclosure of cash flow information: |
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Cash paid for interest | $ | |
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Cash paid for income taxes – net | $ | |
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Property and equipment included in accrued expenses and other current liabilities | $ | | $ | — | ||
See Accompanying Notes to the Consolidated Financial Statements
6
Hudson Technologies, Inc. and Subsidiaries
Notes to the Consolidated Financial Statements
Note 1 - Summary of Significant Accounting Policies
Business
Hudson Technologies, Inc. (“Hudson” or the “Company”), 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. Hudson provides environmentally sustainable solutions from initial sale of refrigerant gas through recovery, reclamation and reuse, peak operating performance of equipment through energy efficiency and emergency air conditioning and refrigeration system repair, to final refrigerant disposal and carbon credit trading.
The Company’s operations consist of
In preparing the accompanying consolidated financial statements, and in accordance with Accounting Standards Codification (“ASC”) 855-10 “Subsequent Events”, the Company’s management has evaluated subsequent events through the date that the financial statements were filed.
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 this quarterly report should be read in conjunction with the Company’s audited financial statements and related notes thereto for the year ended December 31, 2024. Operating results for the six-month period ended June 30, 2025 are not necessarily indicative of the results that may be expected for the year ending December 31, 2025.
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.
Recent Acquisition
On June 6, 2024, the Company’s subsidiary Hudson Technologies Company completed the acquisition of substantially all the business assets of USA United Suppliers of America, Inc. (d/b/a USA Refrigerants) (“USA Refrigerants”) and B&B Jobber Services, Inc. (collectively, the “USA Refrigerants Acquisition”). The consideration for the USA Refrigerants Acquisition was approximately $
USA Refrigerants is a leading refrigerant distributor and distributes, reclaims and packages refrigerant gases for a variety of end uses. Potential benefits of the USA Refrigerants Acquisition include (i) providing a broader customer network which will provide the Company with increased access to refrigerant for reclamation and strengthen the Company’s refrigerant distribution capabilities; (ii) adding incremental access to recovered pounds of refrigerants for sale in future periods to support the growth in reclamation; and (iii) enhancing the Company’s geographic footprint in the United States.
AIM Act
The United States Environmental Protection Agency (“EPA”) issued several final rules establishing the framework to allocate allowances for production and consumption of newly manufactured hydrofluorocarbon refrigerants (“HFCs”) and has provided allowances through 2029. The EPA is responsible for the administration of the HFC phase down enacted by Congress under the American Innovation and Manufacturing Act (the “AIM Act”). There are no restrictions placed on the reclamation of HFC refrigerants.
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The AIM Act directs the EPA to address the reduction in virgin HFCs and provides authority to do so in three respects:
| 1) | phase down the production and consumption of listed HFCs, |
| 2) | facilitate the transition to next-generation technologies, and |
| 3) | manage these HFCs and their substitutes including reclamation of refrigerants. |
Congress required that the EPA consider ways to promote reclamation in all phases of its implementation of the AIM Act. The AIM Act introduced a stepdown of
Reclamation is critical to maintaining necessary HFC supply levels for the installed base of operating systems to ensure an orderly phasedown so that systems owners are able to recognize the full economic value of their systems through end of life. Reclamation is not subject to the allowance system or restricted from use.
On September 20, 2024, the EPA announced the latest actions to phase down HFCs under the AIM Act:
Final Refrigerant Management Rule – The rule requires better management and reuse of existing HFCs, including by reducing wasteful leaks from equipment and supporting HFC recycling and reclamation. The rule includes requirements for repairing leaky equipment, use of automatic leak detection systems on large refrigeration systems, mandating the use of reclaimed HFCs for certain applications, recovery of HFCs from cylinders before their disposal, and a container tracking system.
Consolidation
The consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States, 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. The Company does not present a statement of comprehensive income as its comprehensive income is the same as its net income.
Fair Value of Financial Instruments
The carrying values of financial instruments including cash, trade accounts receivable and accounts payable approximate fair value at June 30, 2025 and December 31, 2024, because of the relatively short maturity of these instruments. See Note 2 for further details.
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 receivable 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 credit losses. In accordance with the “expected credit loss” model, the carrying amount of accounts receivable is reduced by a valuation allowance that reflects the Company’s best estimate of the amounts that it does not expect to collect. In addition to reviewing delinquent accounts receivable, the Company considers many factors in estimating its reserve, including types of customers and their credit worthiness, experience and historical data adjusted for current conditions.
The carrying value of the Company’s accounts receivable is reduced by the established allowance for credit losses. The allowance for credit losses 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.
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For the six-month periods ended June 30, 2025 and 2024, the United States Defense Logistics Agency (the “DLA”) accounted for greater than
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 operating results and financial position.
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 net realizable value. Where the market price of inventory is less than the related cost, the Company may be required to write down its inventory through a lower of cost or net realizable value adjustment, the impact of which would be reflected in cost of sales on the Consolidated Statements of Income. Any such adjustment would be based on management’s judgment regarding future demand and market conditions and analysis of historical experience.
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 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.
Goodwill
The Company has made acquisitions that included a significant amount of goodwill and other intangible assets. The Company applies the purchase method of accounting for acquisitions, which among other things, requires the recognition of goodwill (which represents the excess of the purchase price of the acquisition over the fair value of the net assets acquired and identified intangible assets). The Company tests its goodwill for impairment annually on a qualitative or quantitative basis (on the first day of the fourth quarter) and between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of an asset below its carrying value. Goodwill is tested for impairment at the reporting unit level. When performing the annual impairment test, the Company has the option of first performing a qualitative assessment, which requires management to make assumptions affecting a reporting unit, to determine the existence of events and circumstances that would lead to a determination that it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If such a conclusion is reached, the Company is then required to perform a quantitative impairment assessment of goodwill. The Company has
An impairment charge is recorded based on the excess of a reporting unit’s carrying amount over its fair value. An impairment charge would be recognized when the carrying amount exceeds the estimated fair value of a reporting unit. These impairment evaluations use many assumptions and estimates in determining an impairment loss, including certain assumptions and estimates related to future earnings. If the Company does not achieve its earnings objectives, the assumptions and estimates underlying these impairment evaluations could be adversely affected, which could result in an asset impairment charge that would negatively impact operating results. During the fourth quarter of 2024, the Company completed its annual impairment test as of October 1 and determined in its qualitative assessment it is more likely than not that the fair value of the reporting unit is greater than its carrying amount, resulting in
There were
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Leases
The Company determines if an arrangement contains a lease at inception. An arrangement contains a lease if it implicitly or explicitly identifies an asset to use and conveys the right to control the use of the identified asset in exchange for consideration. As a lessee, the Company includes operating leases in right-of-use (“ROU”) assets, and long-term lease liabilities in its consolidated balance sheets.
Finance leases are included in property, plant and equipment in the consolidated balance sheets.
ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized upon commencement of the lease based on the present value of the lease payments over the lease term. As most of the Company’s leases do not provide an implicit interest rate, the Company generally uses its incremental borrowing rate based on the estimated rate of interest for fully collateralized and fully amortizing borrowings over a similar term of the lease payments and commencement date to determine the present value of lease payments. When readily determinable, the Company uses the implicit rate. The Company’s lease terms include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Lease expense for lease payments is recognized on a straight-line basis over the lease term. Expenses associated with operating leases and finance leases are included in selling, general and administrative expense within the consolidated statements of income.
Cylinder Deposit Liability
The cylinder deposit liability, which is included in accrued expenses and other current liabilities on the Company’s Balance Sheets, represents the amount due to customers for the return of refillable cylinders. The Company charges its customers cylinder deposits upon the shipment of refrigerant gases that are contained in refillable cylinders. The amount charged to the customer by the Company approximates the cost of a new cylinder of the same size. Upon return of a cylinder, this liability is reduced. The cylinder deposit liability balance was $
Revenues and Cost of Sales
The Company’s products and services are primarily used in commercial air conditioning, industrial processing and refrigeration systems. Most of the Company’s revenues are realized from the sale of refrigerant and industrial gases and related products. The Company also generates revenue from refrigerant management services performed at a customer’s site and in-house. The Company conducts its business primarily within the US.
The Company applies the FASB’s guidance on revenue recognition, which requires the Company to recognize revenue in an amount that reflects the consideration to which the Company expects to be entitled in exchange for goods or services transferred to its customers. In most instances, the Company’s contract with a customer is the customer’s purchase order and the sales price to the customer is fixed. For certain customers, the Company may also enter into a sales agreement outlining a framework of terms and conditions applicable to future purchase orders received from that customer. Because the Company’s contracts with customers are typically for a single customer purchase order, the duration of the contract is usually less than one year. The Company’s performance obligations related to product sales are satisfied at a point in time, which may occur upon shipment of the product or receipt by the customer, depending on the terms of the arrangement. The Company’s performance obligations related to reclamation and RefrigerantSide® services are generally satisfied at a point in time when the service is performed. Accordingly, revenues are recorded upon the shipment of the product, or in certain instances upon receipt by the customer, or the completion of the service.
In July 2016 the Company was awarded, as prime contractor, a
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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. In general, the Company performs shipping and handling services for its customers in connection with the delivery of refrigerant and other products. The Company elected to implement ASC 606-10-25-18B, whereby the Company accounts for such shipping and handling as activities to fulfill the promise to transfer the good. 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 Product and related sales and RefrigerantSide (R) Services revenues. The revenues for each of these lines are as follows:
Three Months | Six Months | |||||||||||
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RefrigerantSide ® Services | $ | | $ | | $ | | $ | | ||||
Total | $ | | $ | | $ | | $ | | ||||
Income Taxes
The Company is taxed at statutory corporate income tax rates after adjusting income reported for financial statement purposes for certain items. Current income tax expense reflects the tax results of revenues and expenses currently taxable or deductible. The Company utilizes the asset and liability method of accounting for deferred income taxes, which provides for the recognition of deferred tax assets or liabilities, based on enacted tax rates and laws, for the differences between the financial and income tax reporting bases of assets and liabilities. The tax benefit associated with the Company’s net operating loss carry forwards (“NOLs”) is recognized to the extent that the Company expects to realize future taxable income.
As of June 30, 2025, the Company had
On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was signed into law in the U.S. As the legislation was signed into law after the close of the Company’s second quarter, its impacts are not reflected in the Company’s results for the six months ended June 30, 2025. The Company is in the process of evaluating the OBBBA and has not estimated its financial impact at this time.
The Company evaluates uncertain tax positions, if any, by determining if it is more likely than not to be sustained upon examination by the taxing authorities. As of June 30, 2025 and December 31, 2024, the Company believes it had no uncertain tax positions.
Income per Common and Equivalent Shares
If dilutive, common equivalent shares (common shares assuming exercise of options) utilizing the treasury stock method are considered in the presentation of diluted income per share.
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Net income | $ | |
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During the three-month periods ended June 30, 2025 and 2024, certain options aggregating
During the six-month periods ended June 30, 2025 and 2024, certain options aggregating
11
Estimates and Risks
The preparation of financial statements in conformity with generally accepted accounting principles in the United States requires the use of estimates and assumptions that affect the amounts reported in these financial statements and footnotes. The Company considers these accounting estimates to be critical in the preparation of the accompanying consolidated financial statements. The Company uses information available at the time the estimates are made. However, these estimates could change materially if different information or assumptions were used. Additionally, these estimates may not ultimately reflect the actual amounts of the final transactions that occur. 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 estimates. 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 credit losses, inventory reserves, goodwill and commitments and contingencies. With respect to trade accounts receivable, the Company estimates the necessary allowance for credit losses 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.
The Company participates in an industry that is highly regulated, and changes in the regulations affecting its business could affect its operating results. Currently the Company purchases virgin hydrofluorocarbon (“HFC”) and hydrofluroolefin (“HFO”) refrigerants and reclaimable, primarily hydrochlorofluorocarbons (“HCFC”), HFC and chlorofluorocarbon (“CFC”), refrigerants from suppliers and its customers. 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 sold by the Company, the Company could realize reductions in revenue from refrigerant sales, which could have a material adverse effect on its operating results and its financial position.
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 could have a material adverse effect on its 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.
Capitalized Software Development Costs
Capitalized internal-use software costs consist of costs to purchase and develop software. For software to be used solely to meet internal needs and for cloud-based applications used to deliver services, the Company capitalizes costs incurred during the application development stage and includes such costs within property, plant and equipment, net within the consolidated balance sheets.
12
Recent Accounting Pronouncements
In December 2023, the Financial Accounting Standards Board (“FASB”) issued ASU 2023 - 09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures,” which requires public business entities to disclose additional information in specified categories with respect to the reconciliation of the effective tax rate to the statutory rate for federal, state, and foreign income taxes. It also requires greater detail about individual reconciling items in the rate reconciliation to the extent the impact of those items exceeds a specified threshold. In addition to new disclosures associated with the rate reconciliation, the ASU requires information pertaining to taxes paid (net of refunds received) to be disaggregated for federal, state, and foreign taxes and further disaggregated for specific jurisdictions to the extent the related amounts exceed a quantitative threshold. The ASU also describes items that need to be disaggregated based on their nature, which is determined by reference to the item’s fundamental or essential characteristics, such as the transaction or event that triggered the establishment of the reconciling item and the activity with which the reconciling item is associated. The ASU eliminates the historic requirement that entities disclose information concerning unrecognized tax benefits having a reasonable possibility of significantly increasing or decreasing in the 12 months following the reporting date. This ASU is effective for annual periods beginning after December 15, 2024. Early adoption is permitted for annual financial statements that have not yet been issued or made available for issuance. This ASU should be applied on a prospective basis; however, retrospective application is permitted. The Company is currently evaluating the impact that ASU 2023 - 09 will have on its consolidated financial statements.
In November 2024, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2024-03, “Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosure (Subtopic 220-40): Disaggregation of Income Statement Expenses,” which requires additional disclosure about the specific expense categories in the notes to financial statements at interim and annual reporting periods. The amendments in this ASU do not change or remove current expense disclosure requirements but affect where this information appears in the notes to financial statements. This ASU is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027, with early adoption permitted. Upon adoption, the guidance can be applied prospectively or retrospectively. The Company is currently evaluating the impact that ASU 2024-03 will have on its consolidated financial statements.
Note 2 - Fair Value
ASC Subtopic 820-10 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The Company often utilizes certain assumptions that market participants would use in pricing the asset or liability, including assumptions about risk and/or the risks inherent in the inputs to the valuation technique. These inputs can be readily observable, market-corroborated, or generally unobservable inputs. The Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs. Based upon observable inputs used in the valuation techniques, the Company is required to provide information according to the fair value hierarchy.
The fair value hierarchy ranks the quality and reliability of the information used to determine fair values into three broad levels as follows:
Level 1: Valuations for assets and liabilities traded in active markets from readily available pricing sources for market transactions involving identical assets or liabilities.
Level 2: Valuations for assets and liabilities traded in less active dealer or broker markets. Valuations are obtained from third-party pricing services for identical or similar assets or liabilities.
Level 3: Valuations for assets and liabilities include certain unobservable inputs in the assumptions and projections used in determining the fair value assigned to such assets or liabilities.
In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability.
13
Note 3 - Inventories
Inventories consist of the following:
| June 30, |
| December 31, | |||
2025 | 2024 | |||||
(unaudited) | ||||||
(in thousands) | ||||||
Refrigerants and cylinders | $ | | $ | | ||
Less: net realizable value adjustments |
| ( |
| ( | ||
Total | $ | | $ | | ||
Note 4 - Property, plant and equipment
Elements of property, plant and equipment are as follows:
| June 30, |
| December 31, |
| Estimated | |||
2025 | 2024 | Lives | ||||||
(in thousands) | (unaudited) | |||||||
Property, plant and equipment | ||||||||
- Land | $ | | $ | | ||||
- Land improvements |
| |
| |
| |||
- Buildings |
| |
| |
| |||
- Building improvements |
| |
| |
| |||
- Cylinders |
| |
| |
| |||
- Equipment |
| |
| |
| |||
- Equipment under capital lease |
| |
| |
| |||
- Vehicles |
| |
| |
| |||
- Lab and computer equipment, software |
| |
| |
| |||
- Furniture and fixtures |
| |
| |
| |||
- Leasehold improvements |
| |
| |
| |||
- Construction-in-progress |
| |
| |
|
| ||
Subtotal |
| |
| |
|
| ||
Less: Accumulated depreciation |
| ( |
| ( |
|
| ||
Total | $ | | $ | |
|
| ||
Depreciation expense for the six-month periods ended June 30, 2025 and 2024 was $
Note 5 - Leases
The Company has various lease agreements with terms up to
At inception, the Company determines if an arrangement contains a lease and whether that lease meets the classification criteria of a finance or operating lease. Some of the Company’s lease arrangements contain lease components (e.g. minimum rent payments) and non-lease components (e.g. common area maintenance, charges, utilities and property taxes). The Company elected the package of practical expedients permitted under the transition guidance, which allows it to carry forward its historical lease classification, its assessment on whether a contract contains a lease, and its initial direct costs for any leases that existed prior to the adoption of the new standard. The Company also elected to combine lease and non-lease components and to keep leases with an initial term of 12 months or less off the balance sheet and recognize the associated lease payments in the consolidated income statements on a straight-line basis over the lease term. The Company’s lease agreements do not contain any material residual value, guarantees or material restrictive covenants.
14
Operating leases are included in Right of use asset, Accrued expenses and other current liabilities, and Long-term lease liabilities on the consolidated balance sheets. These assets and liabilities are recognized at the commencement date based on the present value of remaining lease payments over the lease term using the Company’s secured incremental borrowing rates or implicit rates, when readily determinable. Short-term operating leases, which have an initial term of 12 months or less, are not recorded on the balance sheets. Lease expense for operating leases is recognized on a straight-line basis over the lease term. Variable lease expense is recognized in the period in which the obligation for those payments is incurred.
Operating lease expense of $
The following table presents information about the amount and timing of cash flows arising from the Company’s operating leases as of June 30, 2025.
June 30, | |||
Maturity of Lease Payments |
| 2025 | |
(in thousands) | (unaudited) | ||
2025 (remaining) | $ | | |
-2026 |
| | |
-2027 | | ||
-2028 | | ||
-2029 | | ||
-Thereafter |
| | |
Total undiscounted operating lease payments |
| | |
Less imputed interest |
| ( | |
Present value of operating lease liabilities | $ | | |
Balance Sheet Classification
June 30, | December 31, | |||||
| 2025 |
| 2024 | |||
(in thousands) | (unaudited) | |||||
$ | | $ | | |||
Long-term lease liabilities |
| |
| | ||
Total operating lease liabilities | $ | | $ | | ||
Other Information
June 30, | December 31, | ||||
| 2025 |
| 2024 | ||
Weighted-average remaining term for operating leases | years | years | |||
Weighted-average discount rate for operating leases |
| | % | | % |
Supplemental cash flow and non-cash information related to leases
| June 30, |
| December 31, | |||
2025 | 2024 | |||||
(in thousands) | (unaudited) | |||||
Cash paid for amounts included in measurement of lease liabilities: |
|
| ||||
Operating cash flow from operating leases |
| $ | | $ | | |
Right-of-use assets obtained in exchange for new operating lease liabilities |
| $ | | $ | | |
Note 6 - Goodwill and intangible assets
Goodwill represents the excess of the purchase price over the fair value of the net assets acquired in business combinations accounted for under the purchase method of accounting.
There was
15
Based on the results of the impairment assessments of goodwill and intangible assets performed, management concluded the fair value of the Company’s goodwill exceeds the carrying value and there are no impairment indicators related to intangible assets.
At June 30, 2025 and December 31, 2024 the Company had $
The Company’s other intangible assets consist of the following:
June 30, 2025 | December 31, 2024 | |||||||||||||||||||
(unaudited) | ||||||||||||||||||||
Amortization | Gross | Gross | ||||||||||||||||||
| Period |
| Carrying |
| Accumulated |
| Carrying |
| Accumulated | |||||||||||
(in thousands) |
| (in years) |
| Amount |
| Amortization |
| Net |
| Amount |
| Amortization |
| Net | ||||||
Intangible assets with determinable lives | ||||||||||||||||||||
Covenant not to compete |
|
| |
| |
| |
| | $ | |
| | |||||||
Customer relationships |
|
| |
| |
| |
| |
| |
| | |||||||
Above market leases |
|
| |
| |
| |
| |
| |
| | |||||||
Trade name |
| | | | | | | |||||||||||||
Total identifiable intangible assets | $ | | $ | | $ | | $ | | $ | | $ | | ||||||||
Amortization expense for the six-month periods ended June 30, 2025 and 2024 was $
Note 7 - Share-based compensation
Share-based compensation represents the cost related to share-based awards, typically stock options or stock grants, 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 six-month periods ended June 30, 2025 and 2024, share-based compensation expense of $
Share-based awards have historically been made as stock options, and recently also as stock grants, issued pursuant to the terms of the Company’s stock option and stock incentive plans (collectively, the “Plans”), described below. The Plans may be administered by the Board of Directors or the Compensation 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 the Company’s Compensation Committee of the Board of Directors. As of June 30, 2025 there were an aggregate of
Stock option 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 vested from immediately to
Effective June 7, 2018, the Company adopted its 2018 Stock Incentive Plan (“2018 Plan”) pursuant to which
16
Effective June 11, 2020, the Company adopted its 2020 Stock Incentive Plan (“2020 Plan”) pursuant to which
Effective June 12, 2024, the Company adopted its 2024 Stock Incentive Plan (“2024 Plan”) pursuant to which
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 has utilized the simplified method to compute expected lives of share-based awards. There were options to purchase
A summary of the activity for stock options issued under the Company’s Plans for the indicated periods is presented below:
|
| Weighted | |||
Average | |||||
Exercise | |||||
Stock Options and Stock Appreciation Rights | Shares | Price | |||
Outstanding at December 31, 2023 |
| | $ | | |
-Cancelled | ( | $ | | ||
-Exercised | ( | $ | | ||
-Granted (1) | | $ | | ||
Outstanding at December 31, 2024 |
| | $ | | |
-Cancelled | ( | $ | | ||
-Exercised | ( | $ | | ||
-Granted (2) | | $ | | ||
Outstanding at June 30, 2025 |
| | $ | | |
| (1) | Options to purchase |
| (2) | Options to purchase |
The following is the weighted average contractual life in years and the weighted average exercise price at June 30, 2025 of:
|
|
| Weighted |
| |||
Average | Weighted | ||||||
Remaining | Average | ||||||
| Number of |
| Contractual |
| Exercise | ||
Options | Life | Price | |||||
Options outstanding and vested |
| |
| $ | |||
The intrinsic value of options outstanding at June 30, 2025 and December 31, 2024 was $
The intrinsic value of options unvested at June 30, 2025 and December 31, 2024 was $
17
The intrinsic value of options exercised during the six months ended June 30, 2025 and 2024 were $
Note 8 - Short-term and Long-term debt
Revolving Credit Facility
On March 2, 2022, 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 an Amended and Restated Credit Agreement (the “Amended Wells Fargo Facility”) 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 Amended Wells Fargo Facility. The Amended Wells Fargo facility amended and restated the prior Wells Fargo Facility entered into on December 19, 2019.
Under the terms of the Amended Wells Fargo Facility, the Borrowers: (i) immediately borrowed $
Amounts borrowed under the Amended Wells Fargo Facility may be used for working capital needs, certain permitted acquisitions, and to reimburse drawings under letters of credit.
Interest under the Amended Wells Fargo Facility is payable in arrears on the first day of each month. Interest charges with respect to Revolving Loans are computed on the actual principal amount of Revolving Loans outstanding at a rate per annum equal to (A) with respect to Base Rate loans, the sum of (i) a rate per annum equal to the higher of (1)
In connection with the closing of the Amended Wells Fargo Facility, the Company also entered into a First Amendment to Guaranty and Security Agreement, dated as of March 2, 2022 (the “Amended Revolver Guaranty and Security Agreement”), pursuant to which the Company and certain subsidiaries are continuing to unconditionally guarantee the payment and performance of all obligations owing by Borrowers to Wells Fargo, as Agent for the benefit of the revolving lenders. Pursuant to the Amended Revolver Guaranty and Security Agreement, Borrowers, the Company and certain other subsidiaries are continuing to grant to the Agent, for the benefit of the Wells Fargo Facility lenders, a security interest in substantially all of their respective assets, including receivables, equipment, general intangibles (including intellectual property), inventory, subsidiary stock, real property, and certain other assets.
The Amended Wells Fargo Facility contains a financial covenant requiring the Company to maintain at all times minimum liquidity (defined as availability under the Amended Wells Fargo Facility plus unrestricted cash) of at least $
18
The Amended Wells Fargo Facility also contains customary non-financial covenants relating to the Company and the Borrowers, including limitations on Borrowers’ ability to pay dividends on common stock or preferred stock, and also includes certain events of default, including payment defaults, breaches of representations and warranties, covenant defaults, cross-defaults to other obligations, events of bankruptcy and insolvency, certain ERISA events, judgments in excess of specified amounts, impairments to guarantees and a change of control.
The Company evaluated the Amended Wells Fargo Facility in accordance with the provisions of ASC 470 to determine if the amendment and restatement was a modification or an extinguishment of debt and concluded that the amendment and restatement was a modification of the original revolving credit facility for accounting purposes. As a result, the Company capitalized an additional $
On June 6, 2024, the Borrowers and the Company entered into a First Amendment to Amended and Restated Credit Agreement and Limited Consent (the “First Amendment”) with Wells Fargo and the lenders under the Amended Wells Fargo Facility. Pursuant to the First Amendment, Wells Fargo and the other lenders consented to the consummation of the USA Refrigerants Acquisition and made certain other technical amendments to the existing Amended Wells Fargo Facility, including the calculation of the borrowing base thereunder. The First Amendment also provided for permitted stock repurchases by the Company in an amount not to exceed $
On October 23, 2024, the Borrowers and the Company entered into a Second Amendment to Amended and Restated Credit Agreement (the “Second Amendment”) with Wells Fargo and the lenders under the Amended Wells Fargo Facility. The Second Amendment amends the provision relating to permitted stock repurchases by the Company, to permit stock repurchases in an amount not to exceed $
On June 23, 2025, the Borrowers and the Company entered into a Third Amendment to Amended and Restated Credit Agreement (the “Third Amendment”) with Wells Fargo and the lenders under the Amended Wells Fargo Facility. The Third Amendment reduced the amount of Revolving Loans that may be made under the Amended Wells Fargo Facility from $
The commitments under the Amended Wells Fargo Facility will expire and the full outstanding principal amount of the loans, together with accrued and unpaid interest, are due and payable in full on March 2, 2027, unless the commitments are terminated and the outstanding principal amount of the loans are accelerated sooner following an event of default or in the event of certain other cross-defaults.
At June 30, 2025, the Company had borrowing availability of approximately $
The Company was in compliance with all covenants under the Amended Wells Fargo Facility as of June 30, 2025.
The Company’s ability to comply with these covenants in future quarters may be affected by events beyond the Company’s control, including general economic conditions, weather conditions, regulations and refrigerant pricing. Therefore, the Company cannot make any assurance that it will continue to be in compliance during future periods.
Note 9 – Accrued expenses and other current liabilities
Elements of Accrued expenses and other current liabilities are as follows:
| June 30, |
| December 31, | |||
2025 | 2024 | |||||
(unaudited) | ||||||
(in thousands) |
|
| ||||
Accrued expenses | $ | | $ | | ||
Cylinder deposits |
| |
| | ||
Lease obligations |
| |
| | ||
Other current liabilities |
| |
| | ||
Total | $ | | $ | | ||
19
Note 10 – Acquisition
On June 6, 2024, the Company’s subsidiary Hudson Technologies Company completed the acquisition of substantially all the business assets of USA United Suppliers of America, Inc. (d/b/a USA Refrigerants) (“USA Refrigerants”) and B&B Jobber Services, Inc. (collectively, the “USA Refrigerants Acquisition”). The consideration for the USA Refrigerants Acquisition was approximately $
The following table summarizes the final fair values of the assets acquired and liabilities assumed from the USA Refrigerants Acquisition:
Consideration
Cash |
| $ | |
Contingent consideration |
| | |
Total consideration transferred | $ | |
Identifiable assets acquired
| Amortization life | Fair Value | |||
| (in months) |
| (in thousands) | ||
Inventories | $ | | |||
Covenant not to compete |
| | |||
Customer relationships |
| | |||
Tradename |
| | |||
Total identified assets | | ||||
Goodwill |
| | |||
Total net assets acquired | $ | | |||
The fair values of the acquired intangibles were determined using discounted cash flow models using a discount factor based on an estimated risk-adjusted weighted average cost of capital. The customer relationships were valued using the multi-period excess-earnings method, a form of the income approach.
The acquisition resulted in the recognition of $
The following table provides unaudited pro forma total revenues and results of operations for the periods ended June 30, 2025 and 2024 as if USA Refrigerants had been acquired on January 1, 2022. The unaudited pro forma results reflect certain adjustments related to the acquisition, such as a step-up in basis in inventory, and amortization expense on intangible assets arising from the acquisition. The pro forma results do not include any anticipated cost synergies or other effects of any planned integration. Accordingly, such pro forma amounts are not necessarily indicative of the results that actually would have occurred had the USA Refrigerants Acquisition been completed at the beginning of 2022, nor are they indicative of the future operating results of the combined companies (dollars in thousands):
Three Months | Six Months | |||||||||||
ended June 30, | ended June 30, | |||||||||||
| 2025 |
| 2024 |
| 2025 |
| 2024 | |||||
(in thousands) |
| |||||||||||
Revenues | $ | | $ | | $ | | $ | | ||||
Net Income | $ | | $ | | $ | | $ | | ||||
In relation to the USA Refrigerants Acquisition, the Company incurred acquisition costs of $
20
Note 11 – Share repurchases
In August 2024, the Company’s board of directors authorized the repurchase of up to $
Note 12 – Segment information
The Company determines operating segments based on how its CODM manages the business, makes operating decisions around the allocation of resources, and evaluates operating performance. The Company’s CODM are its Chief Executive Officer, Chief Financial Officer and Senior Vice President of Sales and Marketing, who review its operating results on a consolidated basis. The Company operates in
The Company’s CODM use consolidated net income, as shown on the consolidated income statements as the measure of segment profitability. The CODM use net income to evaluate the Company’s ongoing operations and for internal planning and forecasting purposes. This analysis is used in making strategic investment decisions. The Company’s measure of segment assets is reported on the consolidated balance sheets as total assets.
Six-Month Period Ended June 30, |
| 2025 |
| 2024 | ||
(in thousands) | ||||||
Revenues | $ | | $ | | ||
Less: |
|
| ||||
Cost of materials and plant overhead |
| |
| | ||
Payroll expense and benefits |
| |
| | ||
Interest (income) expense |
| ( |
| | ||
Depreciation and amortization |
| |
| | ||
Professional fees |
| |
| | ||
Other operating expenses1 |
| |
| | ||
Income taxes |
| |
| | ||
Net income | $ | | $ | | ||
1
21
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, constitute “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 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 our financing 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 Form 10-K for the year ended December 31, 2024, and in the Company’s other subsequent filings 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 Estimates
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 estimates. 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 inventory reserves, goodwill and intangible assets.
Inventory
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. Net realizable value represents the estimated selling price in the ordinary course of business, less reasonably predictable costs of completion and disposal. The determination if a write-down to net realizable value is necessary is primarily affected by the market prices for the refrigerant gases we sell. Commodity prices generally are affected by a wide range of factors beyond our control, including weather, seasonality, the availability and adequacy of supply, government regulation and policies and general political and economic conditions. At any time, our inventory levels may be substantial and fluctuate, which will materially impact our estimates of net realizable value.
Overview
The Company is a leading provider of sustainable refrigerant products and services to the Heating Ventilation Air Conditioning and Refrigeration (“HVACR”) industry. For nearly three decades, we have demonstrated our commitment to our customers and the environment by becoming one of the United States’ 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 (“AHRI”) 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, which include system decontamination to remove moisture, oils and other contaminants.
Sales of refrigerants continue to represent a significant majority of the Company’s revenues.
22
The Company also sells industrial gases to a variety of industry customers, predominantly to users in, or involved with, the US Military. In July 2016, the Company was awarded, as prime contractor, a five-year fixed price contract, including a five-year renewal option which has been exercised, awarded to it by the United States Defense Logistics Agency (“DLA”) for the management and supply of refrigerants, compressed gases, cylinders and related items to US Military commands and installations, Federal civilian agencies and foreign militaries. Primary users include the US Army, Navy, Air Force, Marine Corps and Coast Guard. Our contract with DLA expires in July 2026.
Results of Operations
Three-month period ended June 30, 2025 as compared to the three-month period ended June 30, 2024
Revenues for the three-month period ended June 30, 2025 were $72.8 million, a decrease of $2.5 million or 3% from the $75.3 million reported during the comparable 2024 period. The decrease is primarily due to lower volume of refrigerants sold, as a result of a slower start to the cooling season in the North-East and Mid-West reflecting milder weather through the beginning of June, which was partially offset by an increase in the average sales price of refrigerants sold.
Gross profit and gross margin for the three-month period ended June 30, 2025, were $22.8 million and 31% respectively, an increase of $0.2 million and 1% respectively from the $22.6 million and 30% reported during the comparable 2024 period. The increase was primarily driven by an increase in the average sales price of refrigerants.
Selling, general and administrative (“SG&A”) expenses for the three-month period ended June 30, 2025 were $9.3 million, an increase of $0.3 million from the $9.0 million reported during the comparable 2024 period due to an increase in staffing costs.
Amortization expense for the three-month periods ended June 30, 2025 and 2024 was $0.8 million.
Net interest income for the three-month period ended June 30, 2025 was $0.7 million, compared to net interest expense of $0.2 million reported during the comparable 2024 period reflecting the Company’s unlevered balance sheet and higher cash position.
The income tax expense for the three-month period ended June 30, 2025 was $3.2 million compared to income tax expense of $3.1 million for the three-month period ended June 30, 2024. Income tax expense for federal and state income tax purposes was determined by applying statutory income tax rates to pre-tax income after adjusting for certain items.
The net income for the three-month period ended June 30, 2025 was $10.2 million, an increase of $0.6 million from the $9.6 million of net income reported during the comparable 2024 period primarily due to the increased average selling prices for refrigerants sold, partially offset by a decrease in refrigerant sales volume.
Six-month period ended June 30, 2025 as compared to the six-month period ended June 30, 2024
Revenues for the six-month period ended June 30, 2025 were $128.2 million, a decrease of $12.3 million or 9% from the $140.5 million reported during the comparable 2024 period. The decrease was attributable to both lower selling prices and slightly lower volume of refrigerants sold.
Gross profit and gross margin for the six-month period ended June 30, 2025, were $34.9 million and 27% respectively, a decrease of $9.2 million and 4% respectively from the $44.0 million and 31% reported during the comparable 2024 period. The gross margin reduction in the 2025 period was primarily a result of the lower average selling prices of refrigerants sold.
Selling, general and administrative (“SG&A”) expenses for the six-month period ended June 30, 2025 were $17.4 million, an increase of $0.4 million from the $17.0 million reported during the comparable 2024 period. The increase in SG&A was primarily due to an increase in staffing.
Amortization expense for the six-month periods ended June 30, 2025 and 2024 was $1.6 million and $1.5 million, respectively.
Net interest income for the six-month period ended June 30, 2025 was $1.2 million, compared to net interest expense of $0.4 million reported during the comparable 2024 period reflecting the Company’s unlevered balance sheet and higher cash position.
The income tax expense for the six-month period ended June 30, 2025 was $4.1 million compared to income tax expense of $6.1 million for the six-month period ended June 30, 2024. Income tax expense for federal and state income tax purposes was determined by applying statutory income tax rates to pre-tax income after adjusting for certain items.
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Net income for the six-month period ended June 30, 2025 was $12.9 million, a decrease of $6.2 million from the $19.1 million of net income reported during the comparable 2024 period. The decrease was attributable to both lower selling prices and slightly lower sales volume of refrigerants sold and higher SG&A costs, as described above.
Liquidity and Capital Resources
At June 30, 2025, the Company had working capital, which represents current assets less current liabilities, of $157.8 million, an increase of $10.1 million from the working capital of $147.7 million at December 31, 2024. The increase in working capital is primarily attributable to a rise in cash.
Inventories and trade receivables are principal components of current assets. At June 30, 2025, the Company had inventories of $77.7 million, a decrease of $18.5 million from $96.2 million at December 31, 2024. 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 and HCFC based refrigerants (which are no longer being produced) and HFC refrigerants (with newly manufactured production currently in the process of being phased down) and HFO refrigerants.
At June 30, 2025, the Company had trade receivables, net of allowance for credit losses, of $35.9 million, an increase of $22.3 million from $13.6 million at December 31, 2024, mainly due to seasonal timing. The Company typically generates its most significant revenue during the second and third quarters of any given year. 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, debt, and the issuance of equity securities.
Net cash provided by operating activities for the six-month period ended June 30, 2025 was $20.6 million, when compared to net cash provided by operating activities of $40.8 million for the comparable 2024 period. The higher cash flow in the 2024 period was primarily driven by the acquisition of the USA Refrigerants. Another contributory factor was the timing of accounts receivable, inventories, accounts payable and accrued expenses.
Net cash used in investing activities for the six-month period ended June 30, 2025 was $1.9 million compared with net cash used in investing activities of $22.8 million for the comparable 2024 period, mainly due to recent acquisition of USA Refrigerants as previously discussed and timing of capital expenditures related to capitalization of the Company’s replacement ERP system.
Net cash used in financing activities for the six-month period ended June 30, 2025 was $4.5 million compared with net cash used in financing activities of $0.0 million for the comparable 2024 period. For the period ended June 30, 2025, the Company repurchased 803,653 shares of its common stock, at a cost of $4.5 million.
At June 30, 2025, cash and cash equivalents were $84.3 million, or approximately $14.2 million higher than the $70.1 million of cash and cash equivalents at December 31, 2024.
Revolving Credit Facility
On March 2, 2022, 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 an Amended and Restated Credit Agreement (the “Amended Wells Fargo Facility”) 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 Amended Wells Fargo Facility. The Amended Wells Fargo facility amended and restated the prior Wells Fargo Facility entered into on December 19, 2019.
Under the terms of the Amended Wells Fargo Facility, the Borrowers: (i) immediately borrowed $15 million in the form of a “first in last out” term loan (the “FILO Tranche”) and (ii) could initially borrow from time to time, up to $75 million at any time consisting of revolving loans (the “Revolving Loans”) in a maximum amount up to the lesser of $75 million and a borrowing base that is calculated based on the outstanding amount of the Borrowers’ eligible receivables and eligible inventory, as described in the Amended Wells Fargo Facility. The Amended Wells Fargo Facility also initially contained a sublimit of $9 million for swing line loans and $2 million for letters of credit. The Company currently has a $0.9 million letter of credit outstanding. The FILO Tranche was repaid in full in July 2023 and may not be reborrowed.
Amounts borrowed under the Amended Wells Fargo Facility may be used for working capital needs, certain permitted acquisitions, and to reimburse drawings under letters of credit.
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Interest under the Amended Wells Fargo Facility is payable in arrears on the first day of each month. Interest charges with respect to Revolving Loans are computed on the actual principal amount of Revolving Loans outstanding at a rate per annum equal to (A) with respect to Base Rate loans, the sum of (i) a rate per annum equal to the higher of (1) 1.0%, (2) the federal funds rate plus 0.5%, (3) one month term SOFR plus 1.0%, and (4) the prime commercial lending rate of Wells Fargo, plus (ii) between 1.25% and 1.75% depending on average monthly undrawn availability and (B) with respect to SOFR loans, the sum of the applicable SOFR rate plus between 2.36% and 2.86% depending on average quarterly undrawn availability. The Amended Wells Fargo Facility also includes a monthly unused line fee ranging from 0.35% to 0.75% per annum determined based upon the level of average Revolving Loans outstanding during the immediately preceding month measured against the total Revolving Loans that may be borrowed under the Amended Wells Fargo Facility.
In connection with the closing of the Amended Wells Fargo Facility, the Company also entered into a First Amendment to Guaranty and Security Agreement, dated as of March 2, 2022 (the “Amended Revolver Guaranty and Security Agreement”), pursuant to which the Company and certain subsidiaries are continuing to unconditionally guarantee the payment and performance of all obligations owing by Borrowers to Wells Fargo, as Agent for the benefit of the revolving lenders. Pursuant to the Amended Revolver Guaranty and Security Agreement, Borrowers, the Company and certain other subsidiaries are continuing to grant to the Agent, for the benefit of the Wells Fargo Facility lenders, a security interest in substantially all of their respective assets, including receivables, equipment, general intangibles (including intellectual property), inventory, subsidiary stock, real property, and certain other assets.
The Amended Wells Fargo Facility contains a financial covenant requiring the Company to maintain at all times minimum liquidity (defined as availability under the Amended Wells Fargo Facility plus unrestricted cash) of at least $5 million, of which at least $3 million must be derived from availability. The Amended Wells Fargo Facility also contains a springing covenant, which takes effect only upon a failure to maintain undrawn availability of at least $11.25 million or upon an election by the Borrowers to increase the inventory component of the borrowing base, requiring the Company to maintain a Fixed Charge Coverage Ratio (FCCR) of not less than 1.00 to 1.00, as of the end of each trailing period of twelve consecutive months commencing with the month prior to the triggering of the covenant. The FCCR (as defined in the Wells Fargo Facility) is the ratio of (a) EBITDA for such period, minus unfinanced capital expenditures made during such period, to (b) the aggregate amount of (i) interest expense required to be paid (other than interest paid-in-kind, amortization of financing fees, and other non-cash interest expense) during such period, (ii) scheduled principal payments (but excluding principal payments relating to outstanding Revolving Loans under the Amended Wells Fargo Facility), (iii) all net federal, state, and local income taxes required to be paid during such period (provided, that any tax refunds received shall be applied to the period in which the cash outlay for such taxes was made), (iv) all restricted payments paid (as defined in the Amended Wells Fargo Facility) during such period, and (v) to the extent not otherwise deducted from EBITDA for such period, all payments required to be made during such period in respect of any funding deficiency or funding shortfall with respect to any pension plan. The FCCR covenant ceases after the Borrowers have been in compliance therewith for two consecutive months.
The Amended Wells Fargo Facility also contains customary non-financial covenants relating to the Company and the Borrowers, including limitations on the Borrowers’ ability to pay dividends on common stock or preferred stock, and also includes certain events of default, including payment defaults, breaches of representations and warranties, covenant defaults, cross-defaults to other obligations, events of bankruptcy and insolvency, certain ERISA events, judgments in excess of specified amounts, impairments to guarantees and a change of control.
The Company evaluated the Amended Wells Fargo Facility in accordance with the provisions of ASC 470-50 to determine if the amendment and restatement was a modification or an extinguishment of debt and concluded that the amendment and restatement was a modification of the original revolving credit facility for accounting purposes. As a result, the Company capitalized an additional $0.9 million of deferred financing costs in connection with the amendment and restatement, which, along with the $0.2 million of remaining deferred financing costs of the original revolving facility, is being amortized over the five year term of the Amended Wells Fargo Facility.
On June 6, 2024, the Borrowers and the Company entered into a First Amendment to Amended and Restated Credit Agreement and Limited Consent (the “First Amendment”) with Wells Fargo and the lenders under the Amended Wells Fargo Facility. Pursuant to the First Amendment, Wells Fargo and the other lenders consented to the consummation of the USA Refrigerants Acquisition and made certain other technical amendments to the existing Amended Wells Fargo Facility, including the calculation of the borrowing base thereunder. The First Amendment also provided for permitted stock repurchases by the Company in an amount not to exceed $5 million per calendar year, and $15 million in aggregate over the term of the Amended Wells Fargo Facility, upon satisfaction of certain conditions.
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On October 23, 2024, the Borrowers and the Company entered into a Second Amendment to Amended and Restated Credit Agreement (the “Second Amendment”) with Wells Fargo and the lenders under the Amended Wells Fargo Facility. 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 Amended Wells Fargo Facility, upon satisfaction of certain conditions, subject to an aggregate cap of $25 million.
On June 23, 2025, the Borrowers and the Company entered into a Third Amendment to Amended and Restated Credit Agreement (the “Third Amendment”) with Wells Fargo and the lenders under the Amended Wells Fargo Facility. The Third Amendment reduced the amount of Revolving Loans that may be made under the Amended Wells Fargo Facility from $75 million to $40 million, and also provided for the reduction of the letter of credit sublimit from $2 million to $1.5 million. The Third Amendment also amended certain other thresholds and sub-limits in the Amended Wells Fargo Facility, as further specified therein.
At June 30, 2025, the Company had borrowing availability of approximately $40 million from the Amended Wells Fargo Facility and no balance was outstanding.
The commitments under the Amended Wells Fargo Facility will expire and the full outstanding principal amount of the loans, together with accrued and unpaid interest, are due and payable in full on March 2, 2027, unless the commitments are terminated and the outstanding principal amount of the loans are accelerated sooner following an event of default or in the event of certain other cross-defaults.
The Company was in compliance with all covenants under the Amended Wells Fargo Facility as of June 30, 2025.
The Company’s ability to comply with these covenants in future quarters may be affected by events beyond the Company’s control, including general economic conditions, weather conditions, regulations and refrigerant pricing. Therefore, the Company cannot make any assurance that it will continue to be in compliance during future periods.
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 Amended Wells Fargo Facility. 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 would adversely affect the Company’s future capital needs. There can be no assurance that any of 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 on acceptable terms, or at all.
Inflation
Inflation, historically or the recent increase, has not had a material impact on the Company’s operations.
Reliance on Suppliers and Customers
The Company participates in an industry that is highly regulated, and changes in the regulations affecting our business could affect our operating results. Currently the Company purchases virgin HCFC and HFC refrigerants and reclaimable, primarily HCFC and CFC, refrigerants from suppliers and its customers. Under the Clean Air Act the phase-down of future production of certain virgin HCFC refrigerants commenced in 2010 and has been fully phased out by the year 2020, and production of all virgin HCFC refrigerants is scheduled to be phased out by the year 2030. 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 sold by it, the Company could realize reductions in revenue from refrigerant sales, which could have a material adverse effect on the Company’s operating results and financial position.
For the six-month periods ended June 30, 2025 and 2024, the United States Defense Logistics Agency (the “DLA”) accounted for greater than 10% of the Company’s revenue and over 10% of the outstanding accounts receivable at June 30, 2025 and June 30, 2024. Revenue from the DLA totaled $17.7 million and $18.8 million for the six-month periods ended June 30, 2025 and June 30, 2024. Accounts receivable from the DLA totaled $3.6 million and $3.5 million as of June 30, 2025 and December 31, 2024, respectively.
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 operating results and financial position.
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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 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 nine months 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 to a lesser extent there is a similar seasonal element to RefrigerantSide® Service revenues as refrigerant sales.
Recent Accounting Pronouncements
See recent accounting pronouncements set forth in Note 1 of the financial statements contained in this report.
Item 3 - Quantitative and Qualitative Disclosures about Market Risk
Interest Rate Sensitivity
We are exposed to market risk from fluctuations in interest rates on the Amended Wells Fargo Facility. The Amended Wells Fargo Facility is a $40 million secured facility with a $0.0 million outstanding balance as of June 30, 2025. Future interest rate changes on our borrowing under the Amended Wells Fargo Facility may have an impact on our consolidated results of operations.
Refrigerant Market
We are also exposed to market risk from fluctuations in the demand, price and availability of refrigerants. 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 sold by the Company, the Company could realize reductions in revenue from refrigerant sales or write-downs of inventory, which could have a material adverse effect on our consolidated results of operations.
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 were effective and provided reasonable assurance 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
As required by Rule 13a-15(d) of the Exchange Act, our management, including our principal executive officer and our principal financial officer, conducted an evaluation of the internal control over financial reporting to determine whether any changes occurred during the quarter ended June 30, 2025, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. Based on that evaluation, our principal executive officer and principal financial officer concluded there were no such changes.
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PART II – OTHER INFORMATION
Item 1A – Risk Factors
Please refer to the Risk Factors in Part I, Item 1A of the Company’s Form 10-K for the year ended December 31, 2024. There have been no material changes to such matters during the quarter ended June 30, 2025.
Item 2 – Unregistered Sales of Equity Securities and Use of Proceeds
HUDSON TECHNOLOGIES, INC.
ISSUER PURCHASES OF EQUITY SECURITIES
Approximate | ||||||||||
Dollar Value of | ||||||||||
Total Number of | Shares that May | |||||||||
Shares Purchased | Yet be Purchased | |||||||||
Total Number | as Part of Publicly | Under the | ||||||||
of Shares | Average Price Paid | Announced | Program (millions | |||||||
Period |
| Purchased (1) |
| Per Share* |
| Program |
| of dollars) (2) | ||
$ | 8.2 | |||||||||
April 1-30, 2025 | 495,065 | $ | 5.46 | 495,065 | $ | 5.5 | ||||
May 1-31, 2025 | — | — | — | $ | 5.5 | |||||
June 1-30, 2025 | — | $ | — | — | $ | 5.5 | ||||
Total | 495,065 | $ | 5.46 | 495,065 | $ | 5.5 | ||||
| (1) | On August 6, 2024, the Company announced that its Board of Directors approved a share repurchase program pursuant to which the Company may purchase up to $10 million in shares of the Company’s common stock during 2024 and 2025 (the “Repurchase Program”). Under the terms of 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. |
| (2) | On October 25, 2024, the Company announced that its Board of Directors approved an increase to its previously disclosed 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) (as amended, the “Repurchase Program”). |
*Average Price Paid Per Share does not include commissions
Item 5 – Other Information
No director or officer of the Company adopted or terminated a
On July 31, 2025, the Company entered into an agreement with Brian J. Bertaux, its Vice President, Chief Financial Officer and Secretary, pursuant to which Mr. Bertaux has agreed to certain covenants and restrictions, which include an agreement that Mr. Bertaux will not compete with the Company in the United States for a period of twelve months after his termination for any reason. The agreement also provides that Mr. Bertaux is entitled to sick leave for up to one hundred twenty days with continuation of at least 75% of Mr. Bertaux’s salary after the commencement of his sick leave. The agreement further provides that in the event of his involuntary separation without cause, or in the event he becomes disabled, or in the event of his voluntary separation for a good reason as enumerated in the agreement, Mr. Bertaux will receive severance payments, in the form of the continuation of his annual base salary and benefits for a period of twelve months, and a lump sum payment, subject to performance criteria, equivalent to the highest bonus paid to him in the three years prior to his termination, pro-rated to the date of his termination. In addition, the agreement provides that in the event of his involuntary separation without cause, or in the event he becomes disabled, or in the event of his voluntary separation for a good reason as enumerated in the agreement, all stock options, stock appreciation rights, and any similar rights which Mr. Bertaux holds on the date of termination of employment shall become fully vested and be exercisable on the date of termination of employment, and shall remain exercisable following the termination of employment until (i) expiration
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of the twelve month severance period, (ii) termination of severance benefits due to a breach of the agreement by Mr. Bertaux, or (iii) expiration of the original term of the stock option, stock appreciation right or similar right, whichever first occurs.
Item 6 - Exhibits
Exhibit |
| Description |
10.1 | ||
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 | ||
32.2 | ||
101 | Interactive Data Files Pursuant to Rule 405 of Regulation S-T | |
104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
*Denotes management compensation plan, agreement or arrangement.
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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 thereunto duly authorized.
HUDSON TECHNOLOGIES, INC. | ||||
By: | /s/ Brian F. Coleman |
| August 1, 2025 | |
Brian F. Coleman | Date | |||
Chairman of the Board, President and Chief Executive Officer | ||||
By: | /s/ Brian J. Bertaux |
| August 1, 2025 | |
Brian J. Bertaux | Date | |||
Chief Financial Officer |
|
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Exhibit 10.1
AGREEMENT
THIS AGREEMENT (the “Agreement”) is made as of the 31st day of July, 2025 by and between Hudson Technologies, Inc., 300 Tice Boulevard, Suite 290, Woodcliff Lake, New Jersey 07677, and Hudson Technologies Company, 300 Tice Boulevard, Suite 290, Woodcliff Lake, New Jersey 07677 (hereinafter Hudson Technologies, Inc. and Hudson Technologies Company are collectively referred to herein as “Hudson”) and Brian J. Bertaux, residing at [] (“Executive”).
WHEREAS, the Executive is an executive officer of Hudson Technologies, Inc. and currently holds the titles of Vice President, Chief Financial Officer and Secretary of Hudson Technologies, Inc.;
WHEREAS, Executive is also an employee of Hudson Technologies Company and currently holds the positions of Vice President, Chief Financial Officer and Secretary with each such entity and is employed at Hudson’s Woodcliff Lake, New Jersey headquarters facility;
WHEREAS, Hudson Technologies Company is a separate, indirect wholly-owned subsidiary of Hudson Technologies, Inc. and is made a party to this Agreement for the purpose of implementing the terms of this Agreement;
WHEREAS, Hudson and the Executive acknowledge that, because the Executive’s duties and responsibilities will bring the Executive into contact with Hudson’s confidential information, Hudson must ensure that its valuable confidential information, as well as its customer relationships, are protected and can be entrusted to the Executive;
WHEREAS, Hudson and the Executive acknowledge that the Executive’s talents, knowledge and services to Hudson are of a special, unique, and extraordinary character and are of particular and peculiar benefit and importance to Hudson; and
WHEREAS, Hudson desires to ensure that it will receive the dedication, loyalty and service of, and the availability of objective advice and counsel, from the Executive, as well as assurances that the Executive will devote his best efforts to his employment with Hudson and that he will not solicit other executives or employees of Hudson.
NOW THEREFORE, in consideration of the continuation of the employment by Hudson of the Executive, the payments, rights and benefits granted, and the mutual covenants and conditions contained herein, and for other good and valuable consideration, receipt of which is hereby acknowledged, it is hereby agreed as follows:
1.TERMINATION: The following payments and benefits (hereinafter “Severance Benefits”) will be provided to the Executive by Hudson in the event of a Termination of Employment (as hereinafter defined):
A.Executive will continue to receive his annual base salary, based upon his annual base salary in effect as of the date of his Termination of Employment, for a period of twelve (12)
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months (the “Severance Period”), in accordance with Hudson’s normal payroll practice in effect as of the date of this Agreement. Hudson shall deduct from Executive’s continuing payroll all normal tax withholdings and deductions which Hudson is required by law to make. The initial payment shall be made within the forty-five (45) day period following the Executive’s Termination of Employment and the Executive shall have no right to designate the taxable year of payment.
B.Within the forty-five (45) day period following the Executive’s Termination of Employment, Hudson will pay to the Executive a lump sum payment in an amount equal to a pro rata bonus through the date of Termination of Employment (the “Pro-Rata Bonus”). For purposes of this paragraph “1.B.”, the Pro-Rata Bonus shall be an amount equal to the highest bonus earned by the Executive in any calendar year within the three (3) calendar years immediately preceding the date of Termination of Employment, pro-rated for the period served during the year in which the Termination of Employment occurs. Hudson shall deduct from this bonus payment all normal tax withholdings and deductions which Hudson is required by law to make. The Executive shall have no right to designate the taxable year of payment.
Notwithstanding the foregoing, Hudson shall not be obligated to pay the Pro-Rata Bonus to the Executive if as of the date of Termination of Employment (i) Hudson is operating at a level of performance, on a year to date basis, below Hudson’s net profit goals as established by Hudson’s Budget (as hereinafter defined), or (ii) the Executive is acting at a level of performance, on a year to date basis, such that he has not achieved all of the performance criteria established by the Executive’s Budget (as hereinafter defined). For purposes of this subparagraph “1.B.”, Hudson shall prepare a profit and loss statement showing Hudson’s total year to date net profit as of the close of business the day prior to the date of Termination of Employment, and as compared to the net profit under Hudson’s Budget (the “Interim P&L”).
C.Within the forty-five (45) day period following the Executive’s Termination of Employment, Hudson will pay to the Executive a lump sum payment for the Executive’s unused vacation for the year in which the Termination of Employment occurs, equal to the number of pro rata unused vacation days on the date of Termination of Employment, as determined in accordance with Hudson’s standard vacation policy, multiplied by the Executive’s daily base salary on the date of the Termination of Employment. Hudson shall deduct from this payment all normal tax withholdings and deductions which Hudson is required by law to make. The Executive shall have no right to designate the taxable year of payment.
D.The Executive’s participation in life, health and dental insurance, disability insurance, and any other benefits (the “Benefits”) provided by Hudson to the Executive as of the date of the Termination of Employment shall be continued, or essentially equivalent benefits provided by Hudson, for the entire Severance Period or until otherwise terminated by the Executive, on the same terms, conditions and costs as if the Executive continued in the employ of Hudson. To the extent Benefits include health and dental insurance, such Benefits shall be provided as COBRA continuation coverage, and not in addition to COBRA. Notwithstanding the foregoing, to the extent Benefit coverages provided to the Executive under this paragraph are taxable to the Executive, Hudson’s obligation hereunder shall not exceed the applicable dollar amount under Section 402(g)(1)(B) of the Internal Revenue Code of 1986, as amended (the
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“Code”), determined as of the year in which the Executive’s “Separation of Service” occurs, which is exempt under Treas. Reg. Section 1.409A-1(b)(9)(v)(D)(Limited Payment).
E.All stock options, stock appreciation rights, and any similar rights which the Executive holds on the date of Termination of Employment shall become fully vested and be exercisable on the date of Termination of Employment, and shall remain exercisable following the Termination of Employment until (i) expiration of the Severance Period, (ii) termination of Severance Benefits pursuant to paragraph “6.A” below, or (iii) expiration of the original term of the stock option, stock appreciation right or similar right, whichever first occurs. No extension of an exercise period under this Agreement shall extend to a date that would cause a stock option, stock appreciation right or similar right to be subject to Code Section 409A.
F.For the purposes of this Agreement, the following definitions will apply:
(i)A “Termination of Employment” shall take place in the event that the Executive’s employment is terminated (a) by Hudson without Cause (as hereinafter defined) or (b) by the Executive following an event constituting Good Reason (as hereinafter defined).
(ii)“Cause” shall exist if the act(s) or conduct of the Executive make it unreasonable to require Hudson to continue to retain Executive in its employment, such as, but not limited to, (a) the Executive’s willful and continued refusal to perform, or the Executive’s willful and continued neglect of, the substantive duties of his position, (b) any willful act or omission by the Executive constituting dishonesty, fraud or other malfeasance, (c) material nonconformance with Hudson’s standard business practices and policies, including but not limited to violation of Hudson’s Code of Business Conduct and Ethics or Hudson’s Substance Abuse Policy, (d) any act or omission by the Executive which has a material adverse effect upon the financial condition or business reputation of Hudson, (e) the Executive’s conviction of a felony, or any crime involving moral turpitude, dishonesty or theft, under the laws of the United States, or any state thereof, or any other jurisdiction in which Hudson conducts business, (f) breach of the provisions of paragraphs “4” or “5” of this Agreement or, (g) the resignation of Executive other than pursuant to the occurrence of an event constituting Good Reason.
(iii)“Good Reason” shall mean the occurrence of any of the following: (a) the Executive is assigned any duties or responsibilities, without his consent, that are materially inconsistent with his position, duties, responsibilities, or status; (b) Hudson requires the Executive, without his consent, to be based at a location which is more than fifty (50) miles from Hudson’s corporate headquarters, currently located at 300 Tice Boulevard, Suite 290, Woodcliff Lake, New Jersey 07677; (c) except as provided in paragraph “1.I.” below, the Executive’s annual base salary is reduced, except to the extent that the annual base salaries of all Executive Officers (as defined below) are reduced due to the adverse financial condition of Hudson and further providing that the Executive’s annual base salary may not be reduced to a level that is less than ninety percent (90%) of the Executive’s annual base salary as of the date herein; (d) the Executive’s benefits are reduced and such reduction results in a material reduction in the Executive’s total compensation, except to the extent that such reductions are made by Hudson on a company-wide basis and affect all Executive Officers that participate in such benefits; or
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(e) except as provided in paragraph “1.I.” below, the Executive experiences in any year a reduction in bonus compensation, or other incentive compensation, or a reduction in the ratio of the Executive’s incentive compensation, bonus or other such payments to his base compensation, or a reduction in the method of calculation of the Executive’s incentive compensation, bonus or other such payments if these benefits or payments are calculated other than as a percentage of base salary, except to the extent such reduction applies equally or proportionally, as the case may be, to all Executive Officers of Hudson. Good Reason shall not be deemed to exist unless the Executive’s Termination of Employment for Good Reason occurs within ninety (90) days following the initial existence of one of the foregoing conditions, the Executive provides Hudson with written notice of the existence of such condition(s) within thirty (30) days after the initial existence of the condition(s) and Hudson fails to remedy the condition within thirty (30) days after its receipt of such notice. An isolated, insubstantial and inadvertent action not taken in bad faith and which is remedied by Hudson within ten (10) days after Hudson’s receipt of notice thereof given by the Executive shall not constitute Good Reason.
(iv)“Budget” shall mean (a) as to Hudson, the projected annual and monthly revenues, expenses and net profit goals approved and accepted by Hudson’s board of directors for the applicable fiscal year, and for each month individually in that fiscal year, and (b) as to Executive, all performance criteria capable of being measured on a month to month basis, if any, that have been established for the Executive under any bonus or other incentive compensation plan covering the applicable fiscal year.
(v)“Executive Officer(s) shall mean any current or future officer of Hudson Technologies, Inc. who is subject to Section 16(a) of the Securities Exchange Act of 1934.
G.Hudson’s obligation to pay the compensation and to make the arrangements provided in this paragraph “1” shall be absolute and unconditional and shall not be affected by any circumstances, including, without limitation, any offset, counterclaim, recoupment or other right which Hudson may have against the Executive or anyone else; provided, however that as a condition to payment of amounts under this paragraph “1”, within sixty (60) days of the Executive’s Termination of Employment, the Executive shall have (i) executed and not revoked a general release and waiver, in form and substance reasonably satisfactory to Hudson and the Executive, of all claims relating to the Executive’s employment by Hudson and the termination of such employment, including, without limitation, discrimination claims (including without limitation age discrimination), employment-related tort claims, contract claims and claims under this Agreement (other than claims with respect to benefits under any tax-qualified retirement plans or continuation of coverage or benefits solely as required under ERISA) with such general release waiver having become irrevocable, and (ii) executed an agreement expressly acknowledging and reaffirming the covenants and restrictions contained in paragraphs “4” and “5” below, and the remedies available to Hudson under paragraph “6” below.
H. All amounts payable by Hudson pursuant to this paragraph “1” shall be paid without notice or demand. The Executive shall not be obligated to seek other employment in mitigation of the amounts payable or arrangements made pursuant to this paragraph “I” and, except as provided in paragraph “6” below, the obtaining of any other employment shall not result in a
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reduction of Hudson’s obligation to make the payments, benefits and arrangements required to be made under this paragraph “1”.
I. Executive expressly acknowledges that the following shall not constitute “Good Reason” for purposes of this paragraph “1”:
(i)Establishing a new or different bonus or incentive compensation plan(s) in any subsequent year based upon new or different criteria for calculating the applicability of, and the amount of any bonus or incentive compensation award due to the Executive, provided that any new or different bonus or incentive compensation plan, and any award under said plan, applies equally or proportionally, as the case may be, to all Executive Officers; except that Hudson may establish separate performance criteria and payment amounts for awards under such plan for each Executive Officer that are reasonably achievable and reasonably related to such Executive Officer’s normal duties and responsibilities;
(ii)A reduction of the Executive’s bonus compensation or other incentive compensation that (a) results from Hudson operating at a level of performance below Hudson’s Budget, (b) results from the Executive’s failure or inability to attain, in whole or in part, any or all of the performance criteria established for the Executive under the said plan, (c) results from the application of the terms of such bonus or incentive compensation plan, or (d) is based upon the Executive’s performance or non-performance, of his normal duties and responsibilities during the period covered by the bonus or incentive compensation plan including, without limitation, due to the Executive’s Disability (as defined herein);
(iii)A reduction of the Executive’s annual base salary based upon the Executive’s performance or non-performance, of his normal duties and responsibilities, provided that the Executive’s annual base salary may not be reduced to a level that is less than ninety (90%) percent of the Executive’s annual base salary for the calendar year immediately prior to the Termination of Employment; or
(iv)A reduction in the Executive’s annual base salary pursuant to the provisions of paragraph “3” below.
2.TERMINATION FOR CAUSE: Hudson may at any time terminate the employment of the Executive for Cause (as defined in paragraph “1.F” above) upon five (5) days prior written notice to Executive. If Executive is terminated for Cause, he shall be entitled to no Severance Benefits and shall be entitled to no bonus payment that might otherwise be owed to him if he worked for the entire year. In the event of termination under this paragraph, Hudson shall pay Executive all amounts which are then accrued but unpaid, including unpaid vacation as determined in accordance with Hudson’s’ standard vacation policy, within thirty (30) days after the date of notice. Hudson shall have no further or additional liability to Executive.
3. | SICK LEAVE: |
A.If with or without reasonable accommodation Executive is physically or mentally unable to perform his duties, or is otherwise absent for medical reasons, Hudson shall continue to
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pay base salary and provide benefits to the Executive (“Sick Leave”). However, if a continuous period of Sick Leave exceeds eight (8) consecutive weeks, Hudson’s obligation with regard to base salary upon the expiration of the eight (8) consecutive weeks shall be limited to paying 75% of base salary. If the Executive returns to full service, his full base salary shall be reinstated to the pre-adjustment amount. As a condition to the receipt of the foregoing base salary and benefits, the Executive agrees that he shall provide Hudson such information as Hudson may reasonably request from time to time to permit Hudson to make a determination that the Executive is entitled to sick pay under this provision. Hudson shall reduce the amount paid to the Executive during such Sick Leave by an amount equal to any disability payments or benefits actually received by Executive under or pursuant to any disability program or supplemental disability insurance plan(s) provided by Hudson at Hudson’s expense unless such reduction results in a violation of Code Section 409A.
B.Notwithstanding the foregoing, Hudson may terminate the employment of Executive at any time after Executive’s continuous period of Sick Leave exceeds 120 calendar days. Termination of the Executive after the said 120 calendar period shall not be deemed a Termination for Cause (as defined in paragraph “1.F” above) and shall entitle the Executive to receive the payments and benefits provided by paragraph “1” upon Termination of Employment based upon Executive’s full base salary, and for purposes of such payments and benefits, the Severance Period shall be deemed to commence as of the date of the Termination of Employment resulting under this paragraph “3.B.”.
C.Notwithstanding anything to the contrary contained herein, in the event that during the period the Executive is on Sick Leave, and prior to any Termination of Employment pursuant to paragraph “3.B.”, there is deemed a “Separation from Service” (as that term is defined in Code Section 409A for purposes of a permissible payment event), Hudson and the Executive agree that such Separation of Service shall be treated as a Termination of Employment. Such termination shall not be deemed a Termination for Cause (as defined in paragraph “1.F” above) and shall entitle the Executive to receive the payments and benefits provided by paragraph “1” upon Termination of Employment based upon Executive’s full base salary, provided that, for purposes of such payments and benefits, the Severance Period shall commence as of the date of the Separation from Service as described in this paragraph “3.C.”, and shall be based upon Executive’s full base salary.
D.Notwithstanding anything to the contrary contained herein, in the event that during the period the Executive is on Sick Leave, and prior to any Termination of Employment pursuant to paragraph “3.B.” or any Separation from Service pursuant to paragraph “3.C”, the Executive becomes “Disabled”, (as defined in Code Section 409A for purposes of a permissible payment event) Hudson and the Executive agree that the Executive’s Disability shall entitle the Executive to receive the payments and benefits provided by paragraph “1” upon Termination of Employment based upon Executive’s full base salary. For purposes of such payments and benefits, the Severance Period shall commence as of the date of the Disability as described in this paragraph “3.D.”.
4. | CONFIDENTIALITY: |
A. | Executive expressly acknowledges and agrees as follows: |
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(i)Hudson expends a significant amount of funds annually on researching and developing solutions and proprietary techniques related to the products and services it offers or is seeking to offer, and has developed substantial confidential, proprietary, and trade secret information, and this confidential, proprietary and trade secret information, if misused, disclosed, misappropriated or used by others, would result in irreparable harm to Hudson.
(ii)Hudson’s Confidential Information (as hereinafter defined) constitutes valuable commercial assets of Hudson and is not readily available to the general public or any persons not employed by or otherwise not associated in a position of trust with Hudson. Hudson keeps its Confidential Information confidential (other than to the extent filings are required for patents) by, among other things, restricting access to only those who need the information to perform their Hudson job function and prohibiting the use or disclosure of Confidential Information to anyone not authorized to receive or use the Confidential Information.
(iii)Executive’s position with Hudson will continue to provide Executive with access to or knowledge of Hudson’s Confidential Information.
(iv)Hudson’s Confidential Information will become known to Executive only as a result of his/her employment with Hudson. To the extent that Executive was previously engaged, on his own or with others, in a business that provided the same or similar services as those provided by Hudson, Executive further acknowledges that such prior business knowledge and experience, and any familiarity with entities that are actual or potential customers for the business, shall not permit or allow Executive to contend that Hudson’s Confidential Information is not confidential or should not be protected from use or misappropriation.
B. | In light of the foregoing, Executive acknowledges and agrees as follows: |
(i)All Confidential Information is the property of Hudson, and Executive shall not, without the express written consent of Hudson, directly or indirectly use, disseminate, disclose, or in any way reveal, either during Executive’s employment or at any time thereafter, all or any part of the Confidential Information, other than for the purposes authorized by Hudson, or only for the benefit of Hudson.
(ii)Hudson shall be the sole owner of, and Executive hereby assigns to Hudson, any and all property rights to all Intellectual Property (as hereinafter defined) made, conceived, originated, devised, discovered, invented, or developed before, during or after the term of Executive’s employment with Hudson, whether or not Executive was involved either alone or with others, if it was in whole or in part developed during the course of Executive’s employment or by Executive’s use of any property of Hudson. This ownership provision does not apply to creations of the Executive which are made in the Executive’s own time, without the use of any Hudson resources, and which do not relate in any way to Hudson’s business. Executive agrees to cooperate fully and assist Hudson or its designee in the performance of any lawful acts that Hudson at its discretion deems necessary, and to execute and deliver without charge any documents reasonably required by Hudson, to secure any patent, copyright, trademark, and other protection for Intellectual Property and improvements thereon, and to
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assign to and vest in Hudson the entire interest therein in the United States and all foreign countries.
(iii)Upon request by Hudson at any time, or upon termination of employment with Hudson, whichever is sooner, Executive shall immediately deliver to Hudson any and all information and property of Hudson in whatever form it exists, including but not limited to all Confidential Information and all copies thereof or materials containing or derived from Confidential Information.
C.As used in this Agreement, “Confidential Information” means all information not publicly available (but including information that is publicly available as a result of a breach by Executive of paragraphs “4” and “5”) and not generally known or used by Hudson’s competitors, or in the industry, and which could be harmful to Hudson if disclosed to persons outside of Hudson and which includes, but is not limited to:
(i)Intellectual Property (as hereinafter defined);
(ii)Technical information, such as, but not limited to: Hudson’s plant organization and designs; product formulation, manufacturing, performance and processing data; and research and development results and plans;
(iii)Product information, such as, but not limited to: non-public details of Hudson’s products and services, including but not limited to, its existing refrigerant, decontamination, reclamation and recovery products and services, as well as those being developed; specialized equipment and training; product plans, drawings and specifications; and performance capabilities, strengths and weaknesses;
(iv)Strategic information, such as, but not limited to: Hudson’s material costs; supplier and vendor information; overhead costs; pricing; profit margins; banking and financing information; and market penetration initiatives and strategies;
(v)Organizational information such as, but not limited to: Hudson’s personnel and salary data; information concerning the utilization of facilities; merger, acquisition and expansion information; equipment utilization information; and Hudson manuals, policies and procedures;
(vi)Marketing and sales information, such as, but not limited to: Hudson’s licensing, marketing and sales techniques and data; customer lists; customer data, such as, but not limited to, their personnel, project, financial and account status, individual needs, historical purchases, and contact information; product development and delivery schedules; market research and forecasts; and marketing and advertising plans, techniques and budgets; and
(vii)Advertising information, such as, but not limited to: Hudson’s overall marketing policies; the specific advertising programs and strategies utilized by Hudson; and the success or lack of success of those programs and strategies.
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“Confidential Information” does not include general skills, experience or information that is generally available to the public, other than information which has become generally available as a result of Executive’s direct or indirect act or omission. “Confidential Information” also does not include information regarding Executive’s own pay and benefits, information as to the terms and conditions of employment, or information that is deemed not confidential under Section 7 of the National Labor Relations Act. Executive understands that nothing contained in this Agreement limits Executive’s ability to file a charge or complaint with the Equal Employment Opportunity Commission, the National Labor Relations Board, the Occupation Safety and Health Administration, the Securities and Exchange Commission, or any other federal, state or local governmental agency or commission (“Government Agencies”). Executive further understands that this Agreement does not limit Executive’s ability to communicate with any Government Agency, including providing documents or other information, without notice to Hudson. This Agreement does not limit Executive’s right to receive an award for information provided to any Government Agencies.
D.As used in this Agreement, “Intellectual Property” means all information concerning the evaluation, design, engineering, construction, marketing, and sales of the products and services provided by Hudson and which includes, but is not limited to: any and all patents, patents pending; trademarks, copyrights, and any and all applications for same issued to and/or applied for by Hudson; any and all technological (including software), educational, operational, and financial innovations, discoveries, inventions, designs, and formulae; tests; performance data; process or production methods; improvements to all such property; and all recorded material defining, describing, illustrating, or documenting in any fashion, all such property, whether written or not and regardless of the medium in which the information is stored or recorded; without regard to whether such property is patentable, copyrightable, or subject to trade/service mark protection, and without regard to whether a patent, copyright, or trademark or service mark has been sought or obtained.
E.Notwithstanding anything in this Agreement, Executive is hereby advised that pursuant to the federal Defend Trade Secrets Act: (i) an individual shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (a) is made (1) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and (2) solely for the purpose of reporting or investigating a suspected violation of law; or (b) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal; and (ii) an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual (a) files any document containing the trade secret under seal; and (b) does not disclose the trade secret, except pursuant to court order.
5. | NON-COMPETITION / NON-SOLICITATION: |
A.Executive expressly acknowledges and agrees as follows:
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(i)Hudson compensates its employees, among other things, to develop and to pursue, on Hudson’s behalf, good relationships and goodwill with all customers and potential customers, whether developed by Executive or others within the Hudson organization;
(ii)Executive will be exposed to, acquire and develop knowledge of Confidential Information including, without limitation, Confidential Information related to Hudson’s customers, operations, and its suppliers;
(iii)Executive is able to be gainfully employed by other employers in a variety of other industries and businesses that are engaged in businesses that do not involve and are not competitive with any part of Hudson’s business.
B.In light of the foregoing, Executive agrees, that while Executive is employed by Hudson, and continuing until the expiration of the Covenant Period (as hereinafter defined):
(i)Executive shall not, within the Restricted Territory (as hereinafter defined), compete with Hudson, directly or indirectly, whether for Executive’s own behalf or on behalf of or in conjunction with any other person, persons, company, partnership, corporation or business entity, whether for profit or not-for-profit, by being employed by, participating in, or otherwise being materially connected in the conduct of any business activity that involves providing products or services that are like or similar to, or competitive with, or would replace or be a substitute for, any one or more of the products and services provided by Hudson (hereinafter “Competitive Products”) if such employment, participation, or connection involves (a) responsibilities similar to responsibilities Executive had or performed for Hudson at any time during the last eighteen (18) months of Executive’s employment with Hudson; (b) supervision of employees or other personnel in the provision of Competitive Products; (c) development or implementation of strategies or methodologies related to the provision of Competitive Products; (d) marketing or sale of Competitive Products; or (e) responsibilities in which Executive would utilize or disclose Confidential Information.
(ii)Executive shall not compete with Hudson, directly or indirectly, whether for Executive’s own behalf or on behalf of or in conjunction with any other person, persons, company, partnership, corporation or business entity, whether for profit or not-for-profit, by calling upon, contacting, diverting, soliciting, or doing business for or with any “Client” of Hudson (as hereinafter defined) for the purpose of offering or providing any Competitive Products.
(iii)Executive shall not directly or indirectly, without the prior written consent of Hudson, (a) induce, solicit, entice, or encourage any officer, director, Executive or other individual to leave his or her employment with Hudson, (b) induce, solicit, entice, or encourage any officer, director, Executive or other individual to compete in any way with the products and services of Hudson, or to violate the terms of any employment, non-competition, confidentiality or similar agreement with Hudson; or (c) employ, offer to employ, contract with, offer to contract with, or do business with any officer, director, Executive or other individual who is employed by Hudson.
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C.For purposes of this paragraph “5”, the Covenant Period shall be twelve (12) months after the Executive’s last day of employment with Hudson, regardless of the reason underlying the termination of Executive’s employment.
D.Executive acknowledges that many of Hudson’s services are remedial in nature and, as such, its customers may utilize Hudson’s services on an infrequent basis over an extended period of time or following a protracted sales effort over an extended period of time. Executive also acknowledges that because of his position, he will likely have knowledge of Hudson’s customers through access to Confidential Information, whether or not located within the Restricted Territory (hereinafter defined). Accordingly, for purposes of this paragraph “5”, the term “Client” shall mean (a) any customer or potential customer of Hudson upon whom Executive, during the last eighteen (18) months of Executive’s employment with Hudson, called upon or with whom Executive had any contact, or as to whom Executive was involved in regard to planning, marketing, conducting, or overseeing an offer to sell products or perform services; (b) any customer as to whom Executive assisted in selling products or providing services, or as to whom Executive was involved in regard to planning, marketing, conducting, or overseeing the offer to sell products or perform services if the customer received any products or services from Hudson during the last eighteen (18) months of Executive’s employment with Hudson; (c) any potential customer of Hudson whose identity Executive learned during the eighteen (18) months of Executive’s employment with Hudson or learned from Confidential Information at any time; or (d) any customer for whom Hudson has provided products or services to at any time during the thirty-six (36) months preceding the last day of the Executive’s employment with Hudson and whose identity as a Hudson customer Executive learned from Confidential Information at any time.
E.Executive acknowledges that the nature of Hudson’s business is such that provides its products and services to customers throughout the United States of America and Puerto Rico. Accordingly, the “Restricted Territory” includes each and every state of the United States of America (including the District of Columbia) and Puerto Rico.
F.In order to assure Hudson of the full twelve (12) months of the Covenant Period within which to protect its goodwill and to prevent Executive from unfairly benefiting by violations of this paragraph “5”, the provisions and requirements of this paragraph “5” shall be extended for a period of time beyond the Covenant Period equal in length to the total length of time during which Executive is in violation of any one or more provisions of this paragraph.
G.In the event it is determined by a court of competent jurisdiction that any provision or portion of a provision of this paragraph “5” is not enforceable under the law governing this Agreement, the unenforceable provision or portion thereof may be stricken, and the remainder of the provision and of this paragraph “5” shall be valid and fully enforceable, in all respects, as if the provision or portion of a provision deemed unenforceable had never been a part of the Agreement. Further, if any provision of this Agreement is found to be overbroad or unenforceable, the court or any other authority with competent jurisdiction is expressly authorized to conform the provision to the extent necessary to remedy any deficiency and render it valid and enforceable.
6. | REMEDIES: |
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A.In the event that the Executive breaches any term or provision of paragraphs “4” or “5” of this Agreement, Hudson shall be immediately, permanently and irreparably damaged and shall be entitled, in addition to and without limiting Hudson’s rights to, any and all other legal and equitable remedies and damages, (i) to a temporary restraining order ex parte, to a preliminary injunction, and to a permanent injunction, to restrain Executive’s actions or the actions of others acting in conjunction with Executive or on Executive’s behalf, (ii) to terminate all future Severance Benefits through the remainder of the Severance Period, and (iii) to recover from Executive all Severance Benefits actually paid to the Executive, including any costs or expenses actually incurred by Hudson in providing such Severance Benefits. Executive agrees that Executive will not be damaged by enforcement of this covenant as Executive can obtain many other types of gainful employment without violating the provisions of paragraphs “4” or “5”, so that no bond shall be required, and if the court requires a bond to be posted, it shall not exceed $500.00.
B.All of Executive’s covenants and obligations under paragraphs “4” and “5” of this Agreement shall survive, and shall remain enforceable, for so long as Executive is employed and after termination of employment for any reason, and shall survive despite future promotions, raises, changes in position or compensation, demotions and the execution of new agreements with Hudson, and shall inure to the benefit of Hudson’s successors and assigns, unless Hudson executes in writing an agreement expressly terminating the covenants of paragraphs “4” and “5” of this Agreement.
C.Hudson and Executive shall each bear and be responsible for their own attorneys’ fees, expenses and disbursements incurred in any litigation brought by either party to enforce or interpret any provision contained in paragraphs “4” or “5” of this Agreement.
7.NOTICES: All notices required or permitted to be given under this Agreement shall be sufficient if in writing and if sent by certified mail, return receipt requested, to the Executive at his residence, and to Hudson at its principal office located at 300 Tice Boulevard, Suite 290, Woodcliff Lake, New Jersey 07677, attention Chief Executive Officer, or at such other address as any party specifies by giving proper notice.
8.SUCCESSORS: This Agreement shall be binding upon and shall inure to the benefit of the Executive and his estate. Neither this Agreement nor any rights hereunder shall be assignable by the Executive.
This Agreement shall be freely assignable by Hudson to, and shall inure to the benefit of, and be binding upon, any successor corporation or affiliate of a successor corporation, and all references in this Agreement to Hudson shall include its subsidiaries and affiliates and any successors, affiliates of successors or assigns of Hudson. As used herein, the term “successor” shall mean any person, firm, corporation or business entity or affiliate thereof which at any time, whether by merger, purchase, or otherwise, directly or indirectly acquires all or substantially all of the assets or the business of Hudson, including any entity that shall be the surviving corporation in a merger with Hudson.
9.EMPLOYMENT AT WILL; CONSEQUENCES OF TERMINATION: Nothing herein shall be deemed to create an agreement for employment of Executive for any specified term
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or period of time. Hudson expressly agrees that at any time the Executive may resign or otherwise terminate his or her employment with Hudson, for any reason or for no reason, subject to the provisions contained herein. Likewise, the Executive expressly agrees that at any time Hudson may terminate the employment of the Executive for any reason or for no reason, subject to the provisions contained herein.
10.INDEMNIFICATION: In the event that any litigation shall be brought to enforce or interpret any provision contained in paragraphs “1”, “2”, or “3” of this Agreement, then, provided that the Executive prevails to any extent, Hudson or any successor corporation shall reimburse or indemnify the Executive for the Executive’s reasonable attorneys’ fees, expenses and disbursements incurred in such litigation, including the costs of enforcement.
11.CONTROLLING LAW: This Agreement and all other issues regarding the employment of the Executive shall be governed by the laws of the State of New Jersey, without reference to its conflicts of law principles.
12.ENTIRE AGREEMENT: This Agreement represents the entire agreement and understanding of the parties regarding the employment of the Executive, and all prior or contemporaneous agreements, representations, or understandings are expressly superseded by, and do not survive this Agreement. Executive has not relied upon any inducement, promise, representation, or assurance, other than those expressly set out herein. Except as expressly permitted herein, this Agreement may not be modified or amended except in writing signed by all parties hereto.
13.WAIVER: The waiver of any breach of any provision of this Agreement by either party shall not operate or be construed as a subsequent waiver by either party of any term or condition of this Agreement.
14.HEADINGS: The headings in this Agreement are inserted for convenience of reference only and shall not affect the meaning or interpretation of this Agreement.
15.SEVERABILITY: The parties intend and agree that each covenant and condition contained in this Agreement shall be a separate and distinct covenant. If any provision of this Agreement is found to be invalid, illegal, or unenforceable, the remaining provisions shall not be affected.
16. | COMPLIANCE WITH CODE SECTION 409A: |
A.It is the intention of Hudson and the Executive that the payments, benefits and rights to which the Executive could be entitled pursuant to this Agreement comply with Code Section 409A, the Treasury regulations and other guidance promulgated or issued thereunder (collectively for purposes of this paragraph 16, “Section 409A”), to the extent that the requirements of Section 409A are applicable thereto, and after application of all available exemptions, including but not limited to, the “short-term deferral rule” and “involuntary separation pay plan exception” and the provisions of this Agreement shall be construed in a manner consistent with that intention. If any provision of this Agreement (or of any award of compensation, including equity compensation or benefits) would
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cause the Executive to incur any additional tax or interest under Section 409A, Hudson shall, upon the specific request of the Executive, use its reasonable business efforts to in good faith reform such provision to comply with Section 409A; provided, that to the maximum extent practicable, the original intent and economic benefit to the Executive and Hudson of the applicable provision shall be maintained, but Hudson shall have no obligation to make any changes that could create any additional economic cost or loss of benefit to Hudson. Hudson shall not have any liability to the Executive with respect to tax obligations that result from the application of Section 409A and makes no representation with respect to the tax treatment of the payments and/or benefits provided under this Agreement. Any provision required for compliance with Section 409A that is omitted from this Agreement shall be incorporated herein by reference and shall apply retroactively, if necessary, and be deemed a part of this Agreement to the same extent as though expressly set forth herein.
B.With regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, except as permitted by Section 409A, (i) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit, (ii) the amount of expenses eligible for reimbursement, or in-kind benefits, provided during any taxable year shall not affect the expense eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year, provided that the foregoing clause (ii) shall not be violated with regard to expenses reimbursed under any arrangement covered by Code Section 105(b) solely because such expenses are subject to a limit related to the period the arrangement is in effect and (iii) such payments shall be made on or before the last day of the Executive's taxable year following the taxable year in which the expense was incurred.
C.For purposes of applying the provisions of Section 409A to this Agreement, each separately identified amount to which the Executive is entitled under this Agreement shall be treated as a separate payment within the meaning of Section 409A. In addition, to the extent permissible under Section 409A, any series of installment payments under this Agreement shall be treated as a right to a series of separate payments.
D.Neither Hudson nor the Executive, individually or in combination, may accelerate any payment or benefit that is subject to Section 409A, except in compliance with Section 409A and the provisions of this Agreement, and no amount that is subject to Section 409A shall be paid prior to the earliest date on which it may be paid without violating Section 409A. If the consideration period (or revocation period, if applicable) for any general release and waiver extends across two (2) calendar years, the payments to the Executive shall begin in the second of the calendar years.
E.If and to the extent required to comply with Section 409A, a Termination of Employment, as defined above, shall not be deemed to have occurred for purposes of this Agreement providing for the payment of any amounts or benefits upon or following a Termination of Employment unless such termination is also a “Separation from Service” within the meaning of Section 409A and, for purposes of any provision of this Agreement, references to Termination of Employment, “termination,” “termination of employment” or like terms shall mean “Separation from Service.”
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F.If the Executive is deemed on the date of termination of his employment to be a “specified employee,” within the meaning of that term under Section 409A(a)(2)(B) and using the identification methodology selected by Hudson from time to time, or if none, the default methodology under Section 409A, then with regard to any payment or the providing of any benefit subject to this Agreement and to the extent required to be delayed in compliance with Section 409A(a)(2)(B), and any other payment or the provision of any other benefit that is required to be delayed in compliance with Section 409A(a)(2)(B), such payment or benefit shall not be made or provided prior to the earlier of (i) the expiration of the six-month period measured from the date of the Executive’s Separation from Service or (ii) the date of the Executive’s death. In this regard, it is the intention and understanding of Hudson and the Executive that payments made following a Termination of Employment under paragraph “1” shall be exempt under the “short-term deferral rule” and “involuntary separation pay plan exception”, and other applicable exceptions, from the requirements of Section 409A(a)(2)(B) and are not required and shall not be delayed. Absent such exception, on the first day of the seventh month following the date of Executive’s Separation from Service or, if earlier, on the date of his death, all payments delayed pursuant to this paragraph “16.F.” (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to the Executive in a lump sum, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. The determination of whether the Executive is a “specified employee” shall be made by Hudson in good faith applying Section 409A.
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IN WITNESS THEREOF, the parties have executed this agreement as of the date written above.
| Hudson Technologies, Inc. | |
| | |
| By: | /s/ Brian Coleman |
| | Chief Executive Officer |
| | |
| Hudson Technologies Company | |
| | |
| By: | /s/ Brian Coleman |
| | Chief Executive Officer |
| | |
| | /s/ Brian J. Bertaux |
| Brian J. Bertaux | |
16
Exhibit 31.1
Hudson Technologies, Inc.
Certification of Principal Executive Officer
I, Brian F. Coleman, 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: August 1, 2025 | |
| |
| /s/ Brian F. Coleman |
| Brian F. Coleman |
| Chief Executive Officer and Chairman of the Board |
Exhibit 31.2
Hudson Technologies, Inc.
Certification of Principal Financial Officer
I, Brian J. Bertaux, 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: August 1, 2025 | |
| |
| /s/ Brian J. Bertaux |
| Brian J. Bertaux |
| Chief Financial Officer |
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 period ended June 30, 2025 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Brian F. Coleman, 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/ Brian F. Coleman |
| Brian F. Coleman |
| Chief Executive Officer and Chairman of the Board |
| |
| August 1, 2025 |
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 period ended June 30, 2025 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Brian J. Bertaux, 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/ Brian J. Bertaux |
| Brian J. Bertaux |
| Chief Financial Officer |
| |
| August 1, 2025 |