10-K
1
tm211088d1_10k.htm
FORM 10-K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
xANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31,
2020
OR
̈TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ____________
to ____________
Commission file number 1-13412
Hudson Technologies, Inc.
(Exact name of registrant as specified in
its charter)
One Blue Hill Plaza
Pearl River, New York 10965
(Address of Principal Executive Offices) (Zip Code)
Registrant’s telephone number, including
area code (845) 735-6000
Securities registered pursuant to Section 12(b) of
the Act:
Title of Each Class Trading Symbol(s) Name of each exchange on which registered
Securities registered pursuant to Section 12(g) of
the Act: None
Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act ̈ Yes x No
Indicate
by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act
̈ Yes x No
Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to
file such reports), and (2) has been subject to such filing requirements for the past 90 days. x Yes ̈ No
Indicate
by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant
to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that
the registrant was required to submit such files). x Yes ̈ No
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:
Large accelerated filer ̈ Accelerated filer ̈
Non-accelerated filer x Smaller reporting company x
Emerging growth company ̈
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
̈
Indicate
by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the
effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15
U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ̈
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). ̈ Yes x No
The aggregate market value of
registrant’s common stock held by non-affiliates at June 30, 2020 was approximately $37,335,882. As of
March 1, 2021, there were 43,347,887 shares of the registrant’s common stock outstanding.
DOCUMENTS INCORPORATED BY REFERENCE:
Portions
of the Registrant's Proxy Statement for its Annual Meeting of Stockholders to be held on June 10, 2021, are incorporated
by reference in Part III of this Report. Except as expressly incorporated by reference, the Registrant's Proxy Statement
shall not be deemed to be part of this Form 10-K.
Hudson Technologies, Inc.
Index
Part Item Page
Part I. Item 1 - Business 3
Item 1A - Risk Factors 8
Item 1B - Unresolved Staff Comments 12
Item 2 - Properties 12
Item 3 - Legal Proceedings 12
Item 4 - Mine Safety Disclosures 12
Item 6 - Selected Financial Data 13
Item 7A - Quantitative and Qualitative Disclosures About Market Risk 22
Item 8 - Financial Statements and Supplementary Data 22
Item 9A - Controls and Procedures 22
Item 9B - Other Information 22
Part III. Item 10 - Directors, Executive Officers and Corporate Governance 24
Item 11 - Executive Compensation 24
Item 14 - Principal Accountant Fees and Services 24
Part IV. Item 15 - Exhibits and Financial Statement Schedules 25
Signatures 51
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Part I
Item 1. Business
General
Hudson Technologies, Inc. (“Hudson”,
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 has proven, reliable programs that
meet customer refrigerant needs by providing 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 one reportable segment. The Company's products and services are primarily used in commercial air conditioning, industrial processing
and refrigeration systems, and include refrigerant and industrial gas sales, refrigerant management services consisting primarily
of reclamation of refrigerants and RefrigerantSide® Services performed at a customer's site, consisting of system decontamination
to remove moisture, oils and other contaminants. In addition, the Company’s SmartEnergy OPS® service is a web-based real
time continuous monitoring service applicable to a facility’s refrigeration systems and other energy systems. The Company’s
Chiller Chemistry® and Chill Smart® services are also predictive and diagnostic service offerings. As a component of the
Company’s products and services, the Company also participates in the generation of carbon offset projects. The Company operates
principally through its wholly-owned subsidiary, Hudson Technologies Company, and Aspen Refrigerants (“Aspen” or “ARI”),
a division of Hudson Technologies Company. Unless the context requires otherwise, references to the “Company”, “Hudson”,
“we", “us”, “our”, or similar pronouns refer to Hudson Technologies, Inc. and its subsidiaries.
The Company's executive offices are located
at One Blue Hill Plaza, Pearl River, New York and its telephone number is (845) 735-6000. The Company maintains a website at www.hudsontech.com,
the contents of which are not incorporated into this filing.
Industry Background
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, hydrochlorofluorocarbon (“HCFC”) and hydrofluorocarbon (“HFC”) refrigerants and
reclaimable, primarily HCFC, HFC and chlorofluorocarbon (“CFC”) refrigerants from suppliers and its customers. Effective
January 1, 1996, the Clean Air Act, as amended (the “Act”) prohibited the production of virgin CFC refrigerants
and limited the production of virgin HCFC refrigerants. Effective January 2004, the Act further limited the production of
virgin HCFC refrigerants and federal regulations were enacted which established production and consumption allowances for HCFC
refrigerants and which imposed limitations on the importation of certain virgin HCFC refrigerants. Under the Act, production of
certain virgin HCFC refrigerants was phased out on December 31, 2019 and production of all virgin HCFC refrigerants is scheduled
to be phased out by 2030.
The Act, and the federal regulations enacted
under authority of the Act, have mandated and/or promoted responsible use practices in the air conditioning and refrigeration industry,
which are intended to minimize the release of refrigerants into the atmosphere and encourage the recovery and re-use of refrigerants.
The Act prohibits the venting of CFC, HFC and HCFC refrigerants, and prohibits and/or phases down the production of CFC and HCFC
refrigerants.
The Act also mandates the recovery of CFC
and HCFC refrigerants and also promotes and encourages re-use and reclamation of CFC and HCFC refrigerants. Under the Act, owners,
operators and companies servicing cooling equipment utilizing CFC and HCFC refrigerants are responsible for the integrity of the
systems regardless of the refrigerant being used. In November 2016, the EPA issued a final rule extending these requirements
to HFCs and to certain other refrigerants that are approved by the EPA as alternatives for CFC and HCFC refrigerants (the “608
Rule”).
HFC refrigerants are used as substitutes
for CFC and HCFC refrigerants in certain applications. As a result of the increasing restrictions and limitations on the production
and use of CFC and HCFC refrigerants, various sectors of the air conditioning and refrigeration industry have been replacing or
modifying equipment that utilize CFC and HCFC refrigerants and have been transitioning to equipment that utilize HFC refrigerants
and hydrofluoro-olefins (“HFO”). HFC refrigerants are not ozone depleting chemicals and are not currently regulated
under the Act. However, certain HFC refrigerants are highly weighted greenhouse gases that are believed to contribute to global
warming and climate change and, as a result, are now subject to various state regulations relating to the sale, use and emissions
of HFC refrigerants. The Company expects that HFC refrigerants eventually will be replaced by HFOs or other types of products with
lower global warming potentials.
In October 2016, more than 200 countries,
including the United States, agreed to amend the Montreal Protocol to phase down production of HFCs by 85% by 2047. The amendment
establishes timetables for all developed and developing countries to freeze and then reduce production and use of HFCs, with the
first reductions by developed countries in 2019. The amendment became effective January 1, 2019 as more than twenty countries
have ratified the amendment.
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In December 2020, legislation was
enacted in the United States that will require the phasedown of virgin production of HFCs, which will also increase opportunities
for reclamation of HFCs.
Products and Services
Sustainability
The Company provides a complete offering
of refrigerant management services, which primarily include reclamation of refrigerants, laboratory testing through the Company’s
laboratory, which has been certified by the Air Conditioning, Heating and Refrigeration Institute (“AHRI”), and banking
(storage) services tailored to individual customer requirements. The Company also separates “crossed” (i.e. commingled)
refrigerants and provides re-usable cylinder refurbishment and hydrostatic testing services.
From its inception, the Company has sold
refrigerants, and has provided refrigerant reclamation and refrigerant management services that are designed to recover and reuse
refrigerants, thereby protecting the environment from release of refrigerants to the atmosphere and the corresponding ozone depletion
and global warming impact. The reclamation process allows the refrigerant to be re-used thereby eliminating the need to destroy
or manufacture additional refrigerant and eliminating the corresponding impact to the environment associated with the destruction
and manufacturing. The Company believes it is the largest refrigerant reclaimer in the United States. In addition,
the Company is pursuing potential opportunities for the creation and monetization of verified emission reductions.
The Company has also created alternative
solutions to reactive and preventative maintenance procedures that are performed on commercial and industrial refrigeration systems.
These services, known as RefrigerantSide® Services, complement the Company’s refrigerant sales and refrigerant reclamation
and management services. The Company has also developed SmartEnergy OPS® that identifies inefficiencies in the operation
of air conditioning and refrigeration systems and assists companies to improve the energy efficiency of their systems and save
operating costs and improve system reliability.
Refrigerant and Industrial Gas Sales
The Company sells reclaimed and virgin
(new) refrigerants to a variety of customers in the air conditioning and refrigeration industry. The Company continues to sell
reclaimed CFC based refrigerants, which are no longer manufactured. Virgin refrigerants are purchased by the Company from several
suppliers and resold by the Company. Additionally, the Company regularly purchases used or contaminated refrigerants, from many
different sources, which refrigerants are then reclaimed using the Company's high speed proprietary reclamation equipment, its
proprietary Zugibeast® system, and then are resold by the Company.
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, 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.
Carbon Offset Projects
CFC refrigerants are ozone depleting substances
and are also highly weighted greenhouse gases that contribute to global warming and climate change. The destruction of CFC refrigerants
may be eligible for verified emission reductions that can be converted and monetized into carbon offset credits, which then can
be traded in the emerging carbon offset markets. The Company is pursuing opportunities to acquire CFC refrigerants and is developing
relationships within the emerging environmental markets in order to develop opportunities for the creation and monetization of
verified emission reductions from the destruction of CFC refrigerants.
In October 2015, the American Carbon
Registry (“ACR”) established a methodology to provide, among other things, a quantification framework for the creation
of carbon offset credits for the use of certified reclaimed HFC refrigerants. The Company is pursuing opportunities to acquire
HFC refrigerants and is developing relationships within the emerging environmental markets in order to develop opportunities for
the creation and monetization of verified emission reductions from the reclamation of HFC refrigerants.
RefrigerantSide® Services
The Company provides decontamination and
recovery services that are performed at a customer's site through the use of portable, high volume, high-speed proprietary equipment,
including the patented Zugibeast® system. Certain of these RefrigerantSide® Services, which encompass system decontamination,
and refrigerant recovery and reclamation, are also proprietary and are covered by process patents.
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In addition to the decontamination and
recovery services previously described, the Company also provides predictive and diagnostic services for its customers. The
Company offers diagnostic services that are intended to predict potential problems in air conditioning and refrigeration systems
before they occur. The Company’s Chiller Chemistry® offering integrates several fluid tests of an operating system
and the corresponding laboratory results into an engineering report providing its customers with an understanding of the current
condition of the fluids, the cause for any abnormal findings and the potential consequences if the abnormal findings are not remediated.
Fluid Chemistry®, an abbreviated version of the Company’s Chiller Chemistry® offering, is designed to quickly identify
systems that require further examination.
The Company has also been awarded several
US patents for its SmartEnergy OPS®, which is a system for measuring, modifying and improving the efficiency of energy systems,
including air conditioning and refrigeration systems, in industrial and commercial applications. This service is a web-based real
time continuous monitoring service applicable to a facility’s chiller plant systems. The SmartEnergy OPS® offering enables
customers to monitor and improve their chiller plant performance and proactively identify and correct system inefficiencies. SmartEnergy
OPS® is able to identify specific inefficiencies in the operation of chiller plant systems and, when used with Hudson’s
RefrigerantSide ® Services, can increase the efficiency of the operating systems thereby reducing energy usage and
costs. Improving the system efficiency reduces power consumption thereby directly reducing CO 2 emissions at the power
plants or onsite. Lastly, the Company’s ChillSmart® offering, which combines the system optimization with
the Company’s Chiller Chemistry ® offering, provides a snapshot of a packaged chiller’s operating efficiency
and health. ChillSmart® provides a very effective predictive maintenance tool and helps our customers to identify the operating
chillers that cause higher operating costs.
The Company’s engineers who developed
and support SmartEnergy OPS® are recognized as Energy Experts and Qualified Best Practices Specialists by the United States
Department of Energy (“DOE”) in the areas of Steam and Process Heating under the DOE “Best Practices” program,
and are the Lead International Energy Experts for steam, chillers and refrigeration systems for the United Nations Industrial Development
Organization (“UNIDO”). The Company’s staff have trained more than 4,000 industrial plant personnel in
the US and internationally and have developed, and are currently delivering, training curriculums in 12 different countries.
The Company’s staff have completed more than 200 industrial ESAs in the US and internationally.
Strategic Alliances
The Company purchases refrigerants from
a variety of manufacturers, wholesalers, distributors, bulk gas brokers and from other sources within the air conditioning, refrigeration
and automotive aftermarket industries, and on corresponding demand for refrigerants.
Suppliers
The Company purchases refrigerants from
a variety of manufacturers, wholesalers, distributors, bulk gas brokers and from other sources within the air conditioning, refrigeration
and automotive aftermarket industries, and on corresponding demand for refrigerants.
Customers
The Company provides its products and services
to commercial, industrial and governmental customers, as well as to refrigerant wholesalers, distributors, contractors and to refrigeration
equipment manufacturers. Agreements with larger customers generally provide for standardized pricing for specified services. The
Company generates sales by customer purchase order on a real-time basis and therefore does not carry a backlog of sales.
For the year ended December 31, 2020,
one customer accounted for 14% of the Company’s revenues and at December 31, 2020, there were $2.9 million of outstanding
receivables from this customer. For the year ended December 31, 2019, one customer accounted for 14% of the Company’s
revenues and at December 31, 2019, there were $1.8 million of outstanding receivables from this customer.
Marketing
Marketing programs are conducted through
the efforts of the Company's executive officers, Company sales personnel, and third parties. Hudson employs various marketing methods,
including direct mailings, telemarketing, technical bulletins, in-person solicitation, print advertising, response to quotation
requests and the internet through the Company’s websites (www.hudsontech.com and www.ASPENRefrigerants.com). Information
on the Company's websites are not part of this report.
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The Company's sales personnel are compensated
on a combination of a base salary and commission. The Company's executive officers devote significant time and effort to customer
relationships.
Competition
The Company competes primarily on the basis
of the performance of its proprietary high volume, high-speed equipment used in its operations, the breadth of services offered
by the Company, including proprietary RefrigerantSide® Services and other on-site services, and price, particularly with respect
to refrigerant sales.
The Company competes with numerous regional
and national companies that market reclaimed and virgin refrigerants and provide refrigerant reclamation services. Certain of these
competitors may possess greater financial, marketing, distribution and other resources for the sale and distribution of refrigerants
than the Company.
Hudson's RefrigerantSide® Services
provide solutions to certain problems within the refrigeration industry and, as such, the demand and market acceptance for these
services are subject to uncertainty. Competition for these services primarily consists of traditional methods of solving the industry's
problems. The Company’s marketing strategy is to educate the marketplace that its alternative solutions are available and
that RefrigerantSide® Services are superior to traditional methods.
Risk Management
The Company carries insurance coverage
that it considers sufficient to protect the Company's assets and operations. The Company attempts to operate in a professional
and prudent manner and to reduce potential liability risks through specific risk management efforts, including ongoing employee
training.
The refrigerant industry involves potentially
significant risks of statutory and common law liability for environmental damage and personal injury. The Company, and in certain
instances, its officers, directors and employees, may be subject to claims arising from the Company's on-site or off-site services,
including the improper release, spillage, misuse or mishandling of refrigerants classified as hazardous or non-hazardous substances
or materials. The Company may be held strictly liable for damages, which could be substantial, regardless of whether it exercised
due care and complied with all relevant laws and regulations.
Hudson maintains environmental impairment
insurance of $10,000,000 per occurrence, and $10,000,000 annual aggregate, for events occurring subsequent to November 1996.
Government Regulation
The business of refrigerant and industrial
gas sales, reclamation and management is subject to extensive, stringent and frequently changing federal, state and local laws
and substantial regulation under these laws by governmental agencies, including the EPA, the United States Occupational Safety
and Health Administration (“OSHA”) and the United States Department of Transportation (“DOT”).
Among other things, these regulatory authorities
impose requirements which regulate the handling, packaging, labeling, transportation and disposal of hazardous and non-hazardous
materials and the health and safety of workers, and require the Company and, in certain instances, its employees, to obtain and
maintain licenses in connection with its operations. This extensive regulatory framework imposes significant compliance burdens
and risks on the Company.
Hudson and its customers are subject to
the requirements of the Act, and the regulations promulgated thereunder by the EPA, which make it unlawful for any person in the
course of maintaining, servicing, repairing, and disposing of air conditioning or refrigeration equipment, to knowingly vent or
otherwise release or dispose of ozone depleting substances, and non-ozone depleting substitutes, used as refrigerants.
Pursuant to the Act, reclaimed refrigerant
must satisfy the same purity standards as newly manufactured, virgin refrigerants in accordance with standards established by AHRI
prior to resale to a person other than the owner of the equipment from which it was recovered. The EPA administers a certification
program pursuant to which applicants certify to reclaim refrigerants in compliance with AHRI standards. The Company is one of only
four certified refrigerant testing laboratories in the United States under AHRI’s laboratory certification program, which
is a voluntary program that certifies the ability of a laboratory to test refrigerant in accordance with the AHRI 700 standard.
In addition, the EPA has established a mandatory certification program for air conditioning and refrigeration technicians. Hudson's
technicians have applied for or obtained such certification.
The Company may also be subject to regulations
adopted by the EPA which impose reporting requirements arising out of the importation of certain HCFCs, and arising out of the
importation, purchase, production, use and/or emissions of certain greenhouse gases, including HFCs.
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The Company is also subject to regulations
adopted by the DOT which classify most refrigerants and industrial gases handled by the Company as hazardous materials or substances
and imposes requirements for handling, packaging, labeling and transporting refrigerants and which regulate the use and operation
of the Company’s commercial motor vehicles used in the Company’s business.
The Resource Conservation and Recovery
Act of 1976, as amended ("RCRA"), requires facilities that treat, store or dispose of hazardous wastes to comply with
certain operating standards. Before transportation and disposal of hazardous wastes off-site, generators of such waste must package
and label their shipments consistent with detailed regulations and prepare a manifest identifying the material and stating its
destination. The transporter must deliver the hazardous waste in accordance with the manifest to a facility with an appropriate
RCRA permit. Under RCRA, impurities removed from refrigerants consisting of oils mixed with water and other contaminants are not
presumed to be hazardous waste.
The Emergency Planning and Community Right-to-Know
Act of 1986, as amended, requires the annual reporting by the Company of Emergency and Hazardous Chemical Inventories (Tier II
reports) to the various states in which the Company operates and requires the Company to file annual Toxic Chemical Release Inventory
Forms with the EPA.
The Comprehensive Environmental Response,
Compensation and Liability Act of 1980 (“CERCLA”), establishes liability for clean-up costs and environmental damages
to current and former facility owners and operators, as well as persons who transport or arrange for transportation of hazardous
substances. Almost all states have similar statutes regulating the handling and storage of hazardous substances, hazardous wastes
and non-hazardous wastes. Many such statutes impose requirements that are more stringent than their federal counterparts. The Company
could be subject to substantial liability under these statutes to private parties and government entities, in some instances without
any fault, for fines, remediation costs and environmental damage, as a result of the mishandling, release, or existence of any
hazardous substances at any of its facilities.
The Occupational Safety and Health Act
of 1970, as amended mandates requirements for a safe work place for employees and special procedures and measures for the handling
of certain hazardous and toxic substances. State laws, in certain circumstances, mandate additional measures for facilities handling
specified materials. The Company is also subject to regulations adopted by the California Air Resources Board which impose certain
reporting requirements arising out of the reclamation and sale of refrigerants that takes place within the State of California.
The Company believes that it is in material
compliance with all applicable regulations material to its business operations.
Quality Assurance & Environmental
Compliance
The Company utilizes in-house quality and
regulatory compliance control procedures. Hudson maintains its own analytical testing laboratories, which are AHRI certified, to
assure that reclaimed refrigerants comply with AHRI purity standards and employs portable testing equipment when performing on-site
services to verify certain quality specifications. The Company employs twelve persons engaged full-time in quality control and
to monitor the Company's operations for regulatory compliance.
Human Capital Resources
On March 8, 2021, the Company had 221
full time employees including air conditioning and refrigeration technicians, chemists, engineers, sales and administrative
personnel. None of the Company's employees are represented by a union. The Company believes it has good relations with its
employees.
Patents and Proprietary Information
The Company holds several U.S. and foreign
patents, as well as pending patent applications, related to certain RefrigerantSide® Services and supporting systems developed
by the Company for systems and processes for measuring and improving the efficiency of refrigeration systems, and for certain
refrigerant recycling and reclamation technologies. These patents will expire between January 2023 and July 2035.
There can be no assurance as to the breadth
or degree of protection that patents may afford the Company, that any patent applications will result in issued patents or that
patents will not be circumvented or invalidated. Technological development in the refrigerant industry may result in extensive
patent filings and a rapid rate of issuance of new patents. Although the Company believes that its existing patents and the Company's
equipment do not and will not infringe upon existing patents or violate proprietary rights of others, it is possible that the Company's
existing patent rights may not be valid or that infringement of existing or future patents or violations of proprietary rights
of others may occur. In the event the Company's equipment or processes infringe, or are alleged to infringe, patents or other proprietary
rights of others, the Company may be required to modify the design of its equipment or processes, obtain a license or defend a
possible patent infringement action. There can be no assurance that the Company will have the financial or other resources necessary
to enforce or defend a patent infringement or proprietary rights violation action or that the Company will not become liable for
damages.
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The Company also relies on trade secrets
and proprietary know-how, and employs various methods to protect its technology. However, such methods may not afford complete
protection and there can be no assurance that others will not independently develop such know-how or obtain access to the Company's
know-how, concepts, ideas and documentation. Failure to protect its trade secrets could have a material adverse effect on the Company.
SEC Filings
The Company makes available on its internet
website copies of its Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and
amendments thereto, as soon as reasonably practicable after they are filed with the Securities and Exchange Commission.
Item 1A. Risk Factors
There are many important factors, including
those discussed below (and above as described under “Patents and Proprietary Information”), that have affected, and
in the future could affect Hudson’s business including, but not limited to, the factors discussed below, which should be
reviewed carefully together with the other information contained in this report. Some of the factors are beyond Hudson’s
control and future trends are difficult to predict.
Risks Related to Business Strategy and Operations
Our existing and future debt obligations
could impair our liquidity and financial condition.
Our existing credit facilities, consisting
of an asset-based lending facility of up to $60 million from Wells Fargo Bank, National Association (“Wells Fargo Bank”)
and a term loan of $85 million from funds advised by FS Investments, are secured by substantially all of our assets and the Wells
Fargo Bank facility contains formulas that limit the amount of our future borrowings under that facility. Moreover, the terms of
our credit facilities also include financial and negative covenants that, among other things, may limit our ability to incur additional
indebtedness. If we violate any loan covenants and do not obtain a waiver from our lenders, our indebtedness under the credit facilities
would become immediately due and payable, and the lenders could foreclose on their security, which could materially adversely affect
our business and future financial condition and could require us to curtail or otherwise cease our existing operations.
Our revenues, results of operations and cash flows could
be materially and adversely affected by changes in commodity prices.
Our revenues, results of operations and
cash flows are affected by market prices for refrigerant gases. 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. We are exposed to fluctuating commodity prices as the result of our inventory of
various refrigerant gases. At any time, our inventory levels may be substantial. During 2019, there were $9.2 million of non-cash
charges for inventory adjustments of our refrigerant gases due to a decline in refrigerant gas prices. Further declines in refrigerant
gas prices could result in additional inventory adjustments and impairment charges. We have processes in place to monitor exposures
to these risks and engage in strategies to manage these risks. If these controls and strategies are not successful in mitigating
our exposure to these fluctuations, we could be materially and adversely affected.
Our business has been impacted by the COVID-19 pandemic.
The public health crisis caused by the COVID-19
pandemic and the measures being taken by governments, businesses, including us, and the public at large to limit COVID-19's
spread may have certain negative impacts on our business including, without limitation, the following:
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Any of the negative impacts of the COVID-19
pandemic, including those described above, alone or in combination with others, may have a material adverse effect on our results
of operations, financial condition and cash flows. The full extent to which the COVID-19 pandemic will negatively affect our
results of operations, financial condition and cash flows will depend on future developments that are highly uncertain and cannot
be predicted, including the scope and duration of the pandemic and actions taken by governmental authorities and other third parties
in response to the pandemic.
We
may need additional financing to satisfy our future capital requirements, which may not be readily available to us.
Our capital requirements may be significant
in the future. We may incur additional expenses in the development and implementation of our operations. Due to fluctuations in
the price, demand and availability of new refrigerants, our existing credit facility with Wells Fargo Bank that expires in December 2022
may not in the future be sufficient to provide all of the capital that we need to acquire and manage our inventories of new refrigerant.
As a result, we may be required to seek additional equity or debt financing in order to develop our RefrigerantSide® Services
business, our refrigerant sales business and our other businesses. We have no current arrangements with respect to, or sources
of, additional financing other than our existing credit facility and term loan. There can be no assurance that we will be able
to obtain any additional financing on terms acceptable to us or at all. Our inability to obtain financing, if and when needed,
could materially adversely affect our business and future financial condition and could require us to curtail or otherwise cease
our existing operations.
Adverse weather or economic downturn
could adversely impact our financial results.
Our business could be negatively impacted
by adverse weather or economic downturns. Weather is a significant factor in determining market demand for the refrigerants sold
by us, and to a lesser extent, our RefrigerantSide® Services. Unusually cool temperatures in the spring and summer tend to
depress demand for, and price of, refrigerants we sell. Protracted periods of cooler than normal spring and summer weather could
result in a substantial reduction in our sales which could adversely affect our financial position as well as our results of operations.
An economic downturn could cause customers to postpone or cancel purchases of the Company’s products or services. Either
or both of these conditions could have severe negative implications to our business that may exacerbate many of the risk factors
we identified in this report but not limited, to the following:
Liquidity
These conditions could reduce our liquidity,
which could have a negative impact on our financial condition and results of operations.
Demand
These conditions could lower the demand
and/or price for our product and services, which would have a negative impact on our results of operations.
Financial Covenants
These conditions could impact our ability
to meet our loan covenants which, if we are unable to obtain a waiver from our lenders, could materially adversely affect our business
and future financial condition and could require us to curtail or otherwise cease our existing operations.
Our business
is impacted by customer concentration.
In July 2016, we were awarded, as
prime contractor, a five-year fixed price contract, including a five-year renewal option, 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. Our contract with DLA expires in July 2021
unless the five-year renewal option is exercised by DLA. Although we expect that DLA will renew the agreement, there can be no
assurance that the agreement will be renewed. For the years ended December 31, 2020 and 2019, the DLA accounted for 14% of
our revenues. The loss of DLA as a customer could have a material adverse effect on our financial position and results of operations.
9
Risks Related to Regulatory and Environmental Matters
The nature of our business exposes
us to potential liability.
The refrigerant recovery and reclamation
industry involves potentially significant risks of statutory and common law liability for environmental damage and personal injury.
We, and in certain instances, our officers, directors and employees, may be subject to claims arising from our on-site or off-site
services, including the improper release, spillage, misuse or mishandling of refrigerants classified as hazardous or non-hazardous
substances or materials. We may be strictly liable for damages, which could be substantial, regardless of whether we exercised
due care and complied with all relevant laws and regulations. Our current insurance coverage may not be sufficient to cover potential
claims, and adequate levels of insurance coverage may not be available in the future at a reasonable cost. A partially or completely
uninsured claim against us, if successful and of sufficient magnitude would have a material adverse effect on our business and
financial condition.
Our business and financial condition
is substantially dependent on the sale and continued environmental regulation of refrigerants.
Our business and prospects are largely
dependent upon continued regulation of the use and disposition of refrigerants. Changes in government regulations relating to the
emission of refrigerants into the atmosphere could have a material adverse effect on us. Failure by government authorities to otherwise
continue to enforce existing regulations or significant relaxation of regulatory requirements could also adversely affect demand
for our services and products.
Our business is subject to significant
regulatory compliance burdens.
The refrigerant reclamation and management
business is subject to extensive, stringent and frequently changing federal, state and local laws and substantial regulation under
these laws by governmental agencies, including the EPA, the OSHA and DOT. Although we believe that we are in material compliance
with all applicable regulations material to our business operations, amendments to existing statutes and regulations or adoption
of new statutes and regulations that affect the marketing and sale of refrigerant could require us to continually alter our methods
of operation and/or discontinue the sale of certain of our products resulting in costs to us that could be substantial. We may
not be able, for financial or other reasons, to comply with applicable laws, regulations and permit requirements, particularly
as we seek to enter into new geographic markets. Our failure to comply with applicable laws, rules or regulations or permit
requirements could subject us to civil remedies, including substantial fines, penalties and injunctions, as well as possible criminal
sanctions, which would, if of significant magnitude, materially adversely impact our operations and future financial condition.
A number of factors could negatively
impact the price and/or availability of refrigerants, which would, in turn, adversely affect our business and financial condition.
Refrigerant sales continue to represent
a significant majority of our revenues. Therefore, our business is substantially dependent on the availability of both new and
used refrigerants in large quantities, which may be affected by several factors including, without limitation: (i) commercial
production and consumption limitations imposed by the Act and legislative limitations and ban on HCFC refrigerants; (ii) the
amendment to the Montreal Protocol, if ratified, and any legislation and regulation enacted to implement the amendment, could impose
limitations on production and consumption of HFC refrigerants; (iii) introduction of new refrigerants and air conditioning
and refrigeration equipment; (iv) price competition resulting from additional market entrants; (v) changes in government
regulation on the use and production of refrigerants; and (vi) reduction in price and/or demand for refrigerants. We do not
maintain firm agreements with any of our suppliers of refrigerants and we do not hold allowances permitting us to purchase and
import HCFC refrigerants from abroad. Sufficient amounts of new and/or used refrigerants may not be available to us in the future,
particularly as a result of the further phase down of HCFC production, or may not be available on commercially reasonable terms.
Additionally, we may be subject to price fluctuations, periodic delays or shortages of new and/or used refrigerants. Our failure
to obtain and resell sufficient quantities of virgin refrigerants on commercially reasonable terms, or at all, or to obtain, reclaim
and resell sufficient quantities of used refrigerants would have a material adverse effect on our operating margins and results
of operations.
Issues relating to potential global
warming and climate change could have an impact on our business.
Refrigerants are considered to be strong greenhouse gases that
are believed to contribute to global warming and climate change and are now subject to various state and federal regulations relating
to the sale, use and emissions of refrigerants. Current and future global warming and climate change or related legislation and/or
regulations may impose additional compliance burdens on us and on our customers and suppliers which could potentially result in
increased administrative costs, decreased demand in the marketplace for our products, and/or increased costs for our supplies and
products. In addition, an amendment to the Montreal Protocol has established timetables for all developed and developing countries
to freeze and then reduce production and use of HFCs by 85% by 2047, with the first reductions by developed countries in 2019.
The amendment became effective January 1, 2019. In December 2020, legislation was enacted in the United States that will
require the phasedown of virgin production of HFCs.
Risks Related to Our Common Stock and Other General Risks
As a result of competition, and the
strength of some of our competitors in the market, we may not be able to compete effectively.
The markets for our services and products
are highly competitive. We compete with numerous regional and national companies which provide refrigerant recovery and reclamation
services, as well as companies which market and deal in new and reclaimed alternative refrigerants, including certain of our suppliers,
some of which possess greater financial, marketing, distribution and other resources than us. We also compete with numerous manufacturers
of refrigerant recovery and reclamation equipment. Certain of these competitors have established reputations for success in the
service of air conditioning and refrigeration systems. We may not be able to compete successfully, particularly as we seek to enter
into new markets.
10
We have the ability to designate
and issue preferred stock, which may have rights, preferences and privileges greater than Hudson’s common stock and which
could impede a subsequent change in control of us.
Our Certificate of Incorporation authorizes
our Board of Directors to issue up to 5,000,000 shares of “blank check” preferred stock and to fix the rights, preferences,
privileges and restrictions, including voting rights, of these shares, without further shareholder approval. The rights of the
holders of our common stock will be subject to, and may be adversely affected by, the rights of holders of any additional preferred
stock that may be issued by us in the future. Our ability to issue preferred stock without shareholder approval could have the
effect of making it more difficult for a third party to acquire a majority of our voting stock, thereby delaying, deferring or
preventing a change in control of us.
If our common stock were delisted
from NASDAQ it could be subject to “penny stock” rules which would negatively impact its liquidity and our shareholders’
ability to sell their shares.
Our common stock is currently listed on
the NASDAQ Capital Market. We must comply with numerous NASDAQ Marketplace rules in order to continue the listing of our common
stock on NASDAQ. There can be no assurance that we can continue to meet the rules required to maintain the NASDAQ listing
of our common stock. If we are unable to maintain our listing on NASDAQ, the market liquidity of our common stock may be severely
limited.
Our management has significant control
over our affairs.
Currently, our officers and directors collectively
beneficially own approximately 14% of our outstanding common stock. Accordingly,
our officers and directors are in a position to significantly affect major corporate transactions and the election of our directors.
There is no provision for cumulative voting for our directors.
We may fail to successfully integrate
any additional acquisitions made by us into our operations.
As part of our business strategy, we may
look for opportunities to grow by acquiring other product lines, technologies or facilities that complement or expand our existing
business. We may be unable to identify additional suitable acquisition candidates or negotiate acceptable terms. In addition, we
may not be able to successfully integrate any assets, liabilities, customers, systems or management personnel we may acquire into
our operations and we may not be able to realize related revenue synergies and cost savings within expected time frames. There
can be no assurance that we will be able to successfully integrate any prior or future acquisition.
Our information technology systems,
processes, and sites may suffer interruptions, failures, or attacks which could affect our ability to conduct business.
Our information technology systems provide
critical data connectivity, information and services for internal and external users. These include, among other things, processing
transactions, summarizing and reporting results of operations, complying with regulatory, legal or tax requirements, storing project
information and other processes necessary to manage the business. Our systems and technologies, or those of third parties on which
we rely, could fail or become unreliable due to equipment failures, software viruses, cyber threats, terrorist acts, natural disasters,
power failures or other causes. Cybersecurity threats are evolving and include, but are not limited to, malicious software, cyber
espionage, attempts to gain unauthorized access to our sensitive information, including that of our customers, suppliers, and subcontractors,
and other electronic security breaches that could lead to disruptions in mission critical systems, unauthorized release of confidential
or otherwise protected information, and corruption of data. Although we utilize various procedures and controls to monitor and
mitigate these threats, there can be no assurance that these procedures and controls will be sufficient to prevent security threats
from materializing. If any of these events were to materialize, the costs related to cyber or other security threats or disruptions
may not be fully insured or indemnified and could have a material adverse effect on our reputation, operating results, and financial
condition.
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Item 1B. Unresolved Staff Comments
None.
Item 2. Properties
The Company’s headquarters are located
in a multi-tenant building in Pearl River, New York, which houses the Company’ executive officers, its accounting and administrative
staff, and its information technology staff and equipment, and the Company also maintains administrative and sales offices in Long
Island City, New York. The Company’s key reclamation, processing and cylinder refurbishment facilities are located in Champaign, Illinois
and Smyrna, Georgia. The Company also sells industrial gases out of facilities located in Escondido, California and in Champaign, Illinois.
The Company maintains smaller reclamation and cylinder refurbishing facilities in Ontario, California. The Company also maintains
four smaller service depots for the performance of its RefrigerantSide® Services and maintains three sales and telemarketing
offices.
Hudson’s key operational facilities
are as follows:
Location Owned or Leased Description
Pearl River, New York Leased Company headquarters and administrative offices
Smyrna, Georgia Owned Refrigerant storage
Tulsa, Oklahoma Leased Energy services
Item 3. Legal Proceedings
None.
Item 4. Mine Safety Disclosures
Not Applicable.
12
Part II
Item 5. Market for Registrant’s
Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
The Company's common stock trades on the