HUDSON TECHNOLOGIES INC /NY
10QSB/A, 1997-08-14
HAZARDOUS WASTE MANAGEMENT
Previous: HUDSON TECHNOLOGIES INC /NY, 10QSB, 1997-08-14
Next: PIERCING PAGODA INC, 10-Q, 1997-08-14



<PAGE>
================================================================================
                       Securities and Exchange Commission
                             Washington, D.C. 20549


                                  Form 10-QSB/A
                                (Amendment No. 1)

     [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
                              EXCHANGE ACT OF 1934

                  For the quarterly period ended March 31, 1997

                                       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 small business issuer as specified in its charter)

         New York                                         13-3641539
(State or other jurisdiction of                           (I.R.S. Employer
 Incorporation or organization)                           Identification number)

25 Torne Valley Road
Hillburn, New York                                        10931
(Address of principal executive offices)                  (ZIP Code)

                 Issuer's telephone number, including area code:
                                 (914) 368-4990
- --------------------------------------------------------------------------------

         Indicate by check mark whether the issuer (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 twelve 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 last 90 days.
                                    YES _X_  NO ___

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                  4,997,080 shares
         -----------------------------                  ----------------
                  Class                           Outstanding at March 31, 1997

================================================================================

<PAGE>


                            Hudson Technologies, Inc.
                                      Index


Part I.     Financial Information                                    Page Number

            Item 1
                     Consolidated Statements of Operations               2
                     Consolidated Balance Sheets                         3
                     Consolidated Statements of Cash flows               4
                     Notes to the Consolidated Financial statements      5

            Item 2
                     Management's Discussion and Analysis of Financial
                              Condition and Results of Operations        8

Part II.    Other information

                     Item 1.- Legal proceedings                         11
                     Item 2 - Changes in Securities                     11
                     Item 6.- Exhibits and Reports on Form 8-K          11

Signatures                                                              12


1
<PAGE>

                         Part I - Financial Information

                   Hudson Technologies, Inc. and subsidiaries
                      Consolidated Statements of Operations
                                   (unaudited)

<TABLE>
<CAPTION>
                                                                                             Three month
                                                                                             period ended
(In thousands, except for share and per share amounts)                                         March 31,
                                                                                               ---------

<S>                                                                                      <C>             <C> 
                                                                                         1997*           1996
                                                                                         -----           ----

Revenues                                                                                $8,022         $3,757
Cost of Sales                                                                            6,834          2,460
                                                                                         -----          -----
      Gross Profit                                                                       1,188          1,297

Operating expenses:
     Selling and marketing                                                                 419            231
     General and administrative                                                            989            731
     Depreciation and amortization                                                         283            232
                                                                                         -----          -----
          Total operating expenses                                                       1,691          1,194

Operating income (loss)                                                                   (503)           103
Other income (expense):
     Interest income                                                                        --             27
     Interest expense                                                                     (185)           (51)
     Other income                                                                           30             10
                                                                                         -----          -----
                                                                                          (155)           (14)
Earnings (loss) before income taxes                                                       (658)            89
Provision for income taxes                                                                  --              9
                                                                                         -----          -----
Net earnings  (loss)                                                                     $(658)           $80
                                                                                         -----          -----
- --------------------------------------------
Net earnings (loss) per common share                                                    ($0.14)         $0.02
Weighted average number of shares outstanding                                        4,825,580      4,308,935

Net earnings (loss) per common share- assuming dilution                                 $(0.14)         $0.02
Weighted average number of shares outstanding- assuming dilution                     4,825,580      4,663,100
- --------------------------------------------

Certain 1996 amounts have been reclassified to conform with 1997 presentation
format. 
See accompanying Notes to the Consolidated Financial Statements.

* Restated See Note 2

</TABLE>

                                                                               2
<PAGE>


                   Hudson Technologies, Inc. and subsidiaries
                           Consolidated Balance Sheets

<TABLE>
<CAPTION>


         (Amounts in thousands, except for share amounts)
        Balance as of:                                                                March 31, 1997*    December 31, 1996
        --------------                                                                ---------------    -----------------
<S>                                                                                          <C>                 <C>
        Assets
        Current assets:
             Cash and cash equivalents                                                    $   477            $   422
             Trade accounts receivable; net of allowance
                for doubtful accounts of $545,000                                           4,274              2,476
             Inventories                                                                    6,136              9,062
             Income taxes receivable                                                          922                930
             Prepaid expenses and other current assets                                        208                141
                                                                                          -------            -------
                  Total current assets                                                     12,017             13,031

        Property, plant and equipment, less accumulated depreciation                        6,177              5,882
        Goodwill and intangible assets, less accumulated amortization                       7,640              7,754
        Deferred income taxes                                                               1,947              1,978
        Other assets                                                                           97                130
                                                                                          -------            -------
             Total assets                                                                 $27,878            $28,775
                                                                                          =======            =======

        Liabilities and Stockholders' Equity
        Current liabilities:
             Accounts payable and accrued expenses                                        $ 1,730            $ 2,762
             Short term debt; including loans from officers and
                stockholders of $202,000 at December 31, 1996                               2,800              5,678
             Reserve for restructuring                                                        294                377
                                                                                          -------            -------
                  Total current liabilities                                                 4,824              8,817
        Deferred income                                                                        67                 71
        Long-term debt, less current maturities                                              1430              1,509
                                                                                          -------            -------
             Total liabilities                                                              6,321             10,397
                                                                                          -------            -------

        Stockholders' equity
             Common stock, $0.01 par value; shares authorized 20,000,000;
                  issued and outstanding 4,997,080 and 4,308,935                               50                 44
             Additional paid-in capital                                                    22,348             18,517
             Retained deficit                                                                (668)               (10)
                                                                                          -------            -------
                                                                                           21,730             18,551
             Less: Treasury stock, 21,000 shares at cost                                     (173)              (173)
                                                                                          -------            -------
                  Total Stockholders' equity                                               21,557             18,378
                                                                                          -------            -------

             Total liabilities and Stockholders' equity                                   $27,878            $28,775
                                                                                          =======            =======

        ------------------------------------------------------------------------
        Commitments and contingencies (Part II)

Certain 1996 amounts have been reclassified to conform with 1997 presentation
format. 
See accompanying Notes to the Consolidated Financial Statements.

* Restated See Note 2
</TABLE>
3

<PAGE>



                   Hudson Technologies, Inc. and subsidiaries
                      Consolidated Statements of Cash Flows
                                   (unaudited)
                                 (In thousands)

<TABLE>
<CAPTION>
                                                                                      For the three month period ended March 31,
                                                                                      ------------------------------------------
                                                                                                  1997*         1996
                                                                                                  -----         ----
<S>                                                                                                <C>           <C>
           Cash flows from operating activities:
           Net earnings (loss)                                                                   $(658)          $80
           Adjustments to reconcile net earnings (loss)
              to cash provided  (used) by operating activities:
                Depreciation and amortization                                                      283           232
                Deferred income taxes                                                               32            15
                Decrease (increase) in trade receivables                                        (1,799)       (1,293)
                Decrease (increase) in inventories                                               2,926           967
                Decrease (increase) in income taxes receivable                                       8             -
                Decrease (increase) in prepaid and other current assets                            (67)         (327)
                Decrease (increase) in other assets                                                 33             1
                Increase (decrease) in accounts payable and accrued expenses                    (1,031)          (37)
                Increase (decrease) in deferred income                                              (4)            -
                Increase (decrease) in reserve for restructuring                                   (83)            -
                                                                                                 -----        ------
                     Cash provided (used) by operating activities                                 (360)         (362)
                                                                                                 -----        ------
           Cash flows from investing activities:
           Additions to property, plant, and equipment                                            (465)         (606)
                                                                                                 -----        ------
                     Cash provided (used) by investing activities                                 (465)         (606)
                                                                                                 -----        ------
           Cash flows from financing activities:
           Proceeds from redemption of warrants                                                      -           331
           Proceeds from issuance of stock                                                       3,837
           Proceeds from short-term bank borrowings                                                513             -
           Repayment of debt                                                                    (3,470)          (63)
                                                                                                 -----        ------
                     Cash provided (used) by financing activities                                  880           268
                                                                                                 -----        ------
                Increase (decrease) in cash and cash equivalents                                    55          (700)
                Cash and equivalents at beginning of period                                        422         2,460
                                                                                                 -----        ------
                     Cash and equivalents at end of period                                        $477        $1,760
                                                                                                 =====        ======
           ---------------------------------------------------------------------

Certain 1996 amounts have been reclassified to conform with 1997 presentation
format.
See accompanying Notes to the Consolidated Financial Statements

* Restated See Note 2.
</TABLE>
                                                                               4

<PAGE>


                   Hudson Technologies, Inc. and subsidiaries
                   Notes to Consolidated Financial Statements
General

Hudson Technologies, Inc., incorporated under the laws of New York on January
11, 1991, together with its subsidiaries (collectively, "Hudson" or the
"Company"), is a leading provider of products and technical services related to
the recovery and reclamation of refrigerants used in commercial air conditioning
and refrigeration systems. The Company's services have been developed to
facilitate compliance with the Federal Clean Air Act as amended in 1990, which
prohibits the venting, and requires the recovery, of specified
chlorofluorocarbon ("CFCs") and hydrochlorofluorocarbon ("HCFCs") refrigerants.

The Company participates in an industry that is substantially regulated, changes
in which could affect operating results. Currently the Company purchases
unprocessed refrigerants from domestic suppliers. The Company's inability to
obtain refrigerants could cause delays in refrigerant processing, possible loss
of revenues, and resulting possible adverse affect on operating results.

Note 1-  Summary of Significant Accounting Policies

The accompanying unaudited financial statements have been prepared in accordance
with generally accepted accounting principles for interim financial statements
and with the instructions of Regulation SB. 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 the quarterly report should be read in conjunction with the Company's audited
financial statements and related notes thereto for the year ended December 31,
1996.

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.

Consolidation
The consolidated financial statements represent all companies of which Hudson
directly or indirectly has majority ownership or otherwise controls. Significant
inter-company accounts and transactions have been eliminated. The Company's
consolidated financial statements include the accounts of wholly owned
subsidiaries Hudson Technologies Company (formerly named Refrigerant Reclamation
Corporation of America, Inc.) ("RRCA") and Environmental Support Solutions, Inc.
("ESS"), together with other controlled affiliates.

Reclassifications
Certain 1996 amounts have been reclassified to conform to 1997 presentation
format. Amounts reclassified had no impact on consolidated operating income or
earnings.

Fair value of Financial Instruments
The carrying values of financial instruments including trade accounts
receivable, and accounts payable approximate fair value at March 31, 1997 and
December 31, 1996, because of the relatively short maturity of these
instruments. The carrying value of short-and long-term debt approximates fair
value, based upon quoted market rates of similar debt issues. The fair value of
officer and shareholder notes cannot be determined due to the nature of the
transactions.

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. The Company's trade accounts receivable is
due from companies throughout the U.S. The Company reviews each customer's
credit history before extending credit. The Company establishes an allowance for
doubtful accounts based on factors associated with the credit risk of specific
accounts, historical trends, and other information.

5
<PAGE>

                   Hudson Technologies, Inc. and subsidiaries
                   Notes to Consolidated Financial Statements

Revenue and cost of sales
Revenues are recorded upon completion of service or product shipment or passage
of title to customers in accordance with contractual terms. Cost of sales is
recorded based on the cost of products shipped or services performed and related
direct operating costs of the Company's reclamation sites.

Cash and cash equivalents
Money market accounts and temporary investments with original maturities of
ninety days or less are included in cash and cash equivalents.

Inventories
Inventories, consisting primarily of reclaimed refrigerant products available
for sale, are stated at the lower of cost, on a first-in first-out basis, or
market.

Property, plant, and equipment
Property, plant, and equipment are stated at cost; including internally
manufactured equipment. Provision for depreciation is recorded (for financial
reporting purposes) 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. 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 and intangible assets
Goodwill is amortized over 25 years using the straight-line method. Other
intangible assets consisting primarily of patents or acquired contract rights
are amortized on a straight-line basis over the remaining life of the patent.

Income taxes
Hudson utilizes the assets and liability method for recording deferred income
taxes, which provides for the establishment of deferred tax asset or liability
accounts based on the difference between tax and financial reporting bases of
certain assets and liabilities.

Treasury stock
Common stock, acquired by the Company under a repurchase program authorized by
the Board of Directors on May 10, 1996, is carried at acquisition cost (market
price at acquisition date).

Earnings per common and equivalent shares
During February 1997, the FASB issued SFAS No. 128 'Earnings Per Share', which
replaces the presentation of primary earnings per share (`EPS'), with basic EPS.
It also requires dual presentation of basic and diluted EPS. The Company adopted
SFAS No. 128 as of January 1, 1997.

Recent accounting pronouncements

During March 1995, the Financial Accounting Standards Board ('FASB') issued
Statement of Financial Accounting Standard ('SFAS') No. 121 'Accounting for
Impairment of Long-lived Assets and for Long-lived Assets to be Disposed of"
which requires, among other things, that impairment losses of assets held and
gains or losses of assets to be disposed of, be included as a component of
income from continuing operations before taxes. The Company adopted SFAS 121 on
January 1, 1996 and at December 31, 1996, no provision for the impairment of
Long-lived assets was required.

During October 1995, the FASB issued SFAS No. 123, 'Accounting for stock-based
compensation', which established a fair value method for accounting of
stock-based compensation plans. As of January 1, 1996, the

                                                                               6
<PAGE>


                   Hudson Technologies, Inc. and subsidiaries
                   Notes to Consolidated Financial Statements



Company elected to implement SFAS No. 123 by disclosing the proforma net income
and proforma net income per share amounts assuming the fair valuation method.
This disclosure is displayed in note 14 of the Notes to the Consolidated
Financial Statements associated with the Company's report Form 10-KSB filed for
the year ended December 31, 1996.

During February 1997, the FASB issued SFAS No. 128 'Earnings Per Share', which
replaces the presentation of primary earnings per share (`EPS'), with basic EPS.
It also requires dual presentation of basic and diluted EPS. The Company adopted
SFAS No. 128 as of January 1, 1997.

Estimates and Risks

The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect reported amounts of certain assets and liabilities, the disclosure of
contingent assets and liabilities, and the results of operations during the
reporting period. Actual results could differ from these estimates. The Company
participates in an industry that is substantially regulated, changes in which
could affect operating results. Currently the Company purchases unprocessed
refrigerants from domestic suppliers and its customers. The Company's inability
to obtain refrigerants could cause delays in refrigerant processing, possible
loss of revenues, and resulting possible adverse affect on operating results.

Note 2- Restatement

The consolidated financial statements for the three months ended March 31, 1997
as originally reported reflect certain accounting policies and estimates, which
were subsequently determined to be incorrect and, accordingly, the consolidated
financial statements have been restated. The effect of the restatement as of and
for the three month period ended March 31, 1997 is as follows (in thousands):

                                         As Previously                 As
Statement of Operations:                   Reported                 Restated
                                         -------------              --------
Revenues                                   $ 9,024                   $8,022
Cost of Sales                                6,595                    6,834
Operating Expenses                           1,861                    1,691
Net Earnings (Loss)                        $   235                   $ (658)

Stockholders' Equity:

Retained Earnings (Deficit)                $   224                   $ (668)


7


<PAGE>


                   Hudson Technologies, Inc. and subsidiaries
           Management's Discussion and Analysis of Financial Condition
                            and Results of Operations

The statements which are not historical facts are forward looking statements
that involve risks and uncertainties, including but not limited to, changes in
the markets for refrigerants (including unfavorable market conditions adversely
affecting the demand for, and the price of refrigerants), regulatory and
economic factors, increased competition, the nature of supplier or customer
arrangements which become available to the Company in the future, adverse
weather conditions, technological obsolescence and potential environmental
liability. The Company's actual results may differ materially from the results
discussed in any forward looking statement.

Certain March 31, 1997 financial information has been restated. See Note 2 to
the consolidated financial statements.

Results of Operations

Three months ended March 31, 1997

      Revenues totaled $8.0 million, an increase of $4.2 million or 111% from
the $3.8 million reported during the comparable prior year period. The increase
was attributable primarily to higher refrigerant product sales volume.

      Cost of sales totaled $6.8 million, an increase of $4.3 million or 172%
from the $2.5 million reported during the comparable prior year period due
mainly to higher refrigerant products sales volume. As a percentage of sales,
cost of sales were 85% of revenues for the three-month period ended March 31,
1997, an increase from the 65% reported for the comparable prior year. The
increase in cost of sales as a percentage of revenues was attributable primarily
to a change in product mix with a higher volume of lower margin, refrigerant
product sales occurring during the 1997 period.

      Operating expenses totaled $1.7 million, an increase of $0.5 million or
42% from the $1.2 million reported during the comparable prior year period. The
increase was attributable mainly to the inclusion of the Company's acquisitions
(namely ESS) in consolidated 1997. As a percentage of revenues, operating
expenses totaled 20% of revenues, down from the 32% for the comparable 1996
period, due mainly to greater 1997 sales volume.

      Net loss totaled $0.7 million, a decrease of $0.8 million or 800%
from the $0.1 million net earnings reported during the comparable prior year
period. The decrease in earnings was attributable mainly to higher operating
expenses and lower gross profits on refrigerant sales.

Liquidity and Capital Resources

Net cash used in operating activities totaled $0.4 million for the three months
ended March 31, 1997 compared with a net cash usage of $0.4 million for the
prior year comparable period.

Net cash used in investing activities of $0.5 million and $0.6 million for the
three months ended March 31, 1997 and 1996, respectively, consisted primarily of
equipment additions.

Cash flows from financing activities totaled $0.9 million for the three months
ended March 31, 1997 and consisted mainly of issuance of common shares to E.I.
DuPont de Nemours ($3.5 million) offset by retirement of debt ($3.1 million)
associated with the Company's Convertible Notes issued during 1996. Cash flows
from financing activities totaled $0.3 million for the three-month period ended
March 31, 1996 and consisted mainly of proceeds ($0.3 million) from the
redemption of warrants.

                                                                               8
<PAGE>

                   Hudson Technologies, Inc. and subsidiaries
           Management's Discussion and Analysis of Financial Condition
                      and Results of Operations (continued)


At March 31, 1997, the Company reported cash and equivalents totaling $0.5
million, a decrease of $1.3 million from the comparable prior year period.
Decrease in cash and equivalents were attributable mainly to 1996 acquisitions,
fixed asset purchases and cash used to fund net loss.

On May 10, 1996, the Board of Directors authorized the Company to acquire, from
publicly traded markets, a maximum of 25,000 issued and outstanding shares of
its own Common Stock. As of December 31, 1996, the Company had repurchased
21,000 shares at an average price of $8.25 per share.

On June 18, and September 30, 1996, the Company issued convertible debentures
with a combined face value of $5.3 million. These debentures were retired or
converted to common stock during January 1997.

 On July 24, 1996, the Company completed the acquisition of GRR Co., Inc. in
consideration of the issuance of 20,000 unregistered shares of the Company's
Common stock.

In connection with its bankruptcy reorganization in June 1994, prior to its
acquisition by Hudson, RRCA has obligations (as modified by a settlement during
April 1996) totaling $0.8 million at March 31, 1997 payable in periodic payments
to bankruptcy creditors through July 2000.

On November 14, 1996, certain officers and stockholders of Hudson granted
unsecured loans ($678,000) to the Company; repayable upon receipt of proceeds
from property mortgage (see below) or on subsequent demand. On January 29, 1997,
the Company repaid the officer loans and accrued interest outstanding.

During 1996, the Company mortgaged its property and building located in Ft.
Lauderdale with Turnberry Savings Bank, NA. The mortgage ($0.7 million at March
31, 1997) bears a fixed annual interest rate of 9.25% and repayable over 20
years commencing February 1997.

The Company has a bank line of credit ($3.0 million) with MTB Bank N.A. (`MTB'),
which bears interest at a rate of prime plus 2%. Advances under the MTB line
($2.2 million at March 31, 1997) were limited to 85% of eligible trade accounts
receivable and 50% of inventories not exceeding trade receivable lending limits
(above) or $2 million. Substantially all the Company's assets are pledged as
collateral for Hudson obligations to MTB Bank. The Company was in compliance
with all terms of the MTB Bank agreement at March 31, 1997. The agreement
expires May 1, 1997.

During January 1997, in connection with the execution of various agreements with
E.I. DuPont de Nemours ("DuPont'), the Company obtained additional equity funds
($3.5 million) from an affiliate of DuPont. Proceeds from this funding were
utilized primarily to retire debt.

During January 1997, the Company entered into an agreement to purchase a 29,000
square foot facility on 5.15 acres in Congers, New York for about $1.4 million;
subject to approvals and ability to obtain financing. The Company is leasing the
facility in the interim period.

The Company has historically financed its working capital requirements through
cash flows from operations, the issuance of debt and equity securities, and bank
borrowings. The Company is seeking to implement an expanded bank credit line;
however, there is no assurance that any such financing will be available to the
Company, lack of which could materially adversely affect the Company's financial
condition and results of operations.

9

<PAGE>


                   Hudson Technologies, Inc. and subsidiaries
           Management's Discussion and Analysis of Financial Condition
                      and Results of Operations (continued)



Reliance on Suppliers

The Company's financial performance is in part dependent on its ability to
obtain sufficient quantities of domestic virgin and reclaimable refrigerants
from manufacturers, wholesalers, distributors, bulk gas brokers, and from other
sources; and on corresponding demand for reclaimed refrigerants. To the extent
that the Company is unable to obtain sufficient quantities of refrigerants in
the future, or resell reclaimed refrigerants at a profit, the Company's
financial condition and results of operations would be materially adversely
affected.

During January 1997, the Company entered into agreements with DuPont to market
DuPont's SUVA(TM) refrigerants. Under the agreement, 95% of virgin refrigerants
provided to specified market segment customers must be purchased from DuPont.


Seasonality 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, availability and price
of refrigerant products (virgin or reclaimable), changes in reclamation
technology, timing in introduction and / or retrofit of CFC-based refrigeration
equipment by domestic users of refrigeration, the rate of expansion of the
Company's operations, and by other factors. The Company's business has
historically been seasonal in nature with peak sales of refrigerants occurring
in the first half of each year. Unforeseen events, including the delays in
securing adequate supplies of refrigerants at peak demand periods, lack of
refrigerant demand, or declining refrigerant prices could result in significant
fluctuations in Company operating results or losses which might not be easily
reversed. There can be no assurance that the foregoing factors could not result
in material adverse affect of the Company's financial condition and results of
operations.


                                                                              10

<PAGE>

                   Hudson Technologies, Inc. and subsidiaries

                           PART II. OTHER INFORMATION

Item 1.   Legal Proceedings

During June 1995, United Water of New York Inc. ("United") alleged that it
discovered that two of its wells within close proximity to the Company's
facility showed elevated levels of refrigerant contamination. During June 1996,
United notified the Company that it was seeking indemnification by the Company
for costs incurred to date as well as costs expected to be incurred in
connection with United taking remedial action. During July 1996, United
threatened to institute legal action in the event that the Company declined to
settle this matter.

      During August 1996, the Company received a letter from the New York State
Department of Environmental Conservation ("DEC") which stated that in the
opinion of DEC the Company's refrigerants were the cause of the contamination of
United's wells. The DEC report states that it is not aware of the extent of the
contamination or how the Company's refrigerants entered the groundwater. The
Company is cooperating with the DEC to develop a proposal to quantify and
remediate the contamination

      During December 1996, the Company and United entered into an interim
settlement agreement which provided for (a) reimbursement ($84,000) of United's
operating costs associated with certain wells through August 1996, (b)
reimbursement, subject to a dollar cap of $12,650 per month, of United monthly
operating costs for certain wells from September 1996 through April 1997, and
(c) continued monitoring of refrigerant groundwater levels. Under the agreement,
United agreed not to commence legal action against the Company prior to May 1,
1997. Neither party waived their rights as a result of the interim agreement.

    The Company is currently conducting an investigation to determine the source
of the alleged contamination in United's wells and the need, if any, for
remediation. There can be no assurance that United will not commence legal
action after May 1, 1997 seeking substantial damages and/or other relief; or
that any legal action or settlement will be resolved in a manner favorable to
the Company; or that ultimate outcome of any legal action or settlement will not
have a material adverse effect on the Company's financial condition and results
of operations.

Item 2. Changes in Securities

        (a) and (b) not applicable.

        (c) In January 1997, the Company sold 500,000 shares of its common stock
to Dupont in a private transaction that was exempt from the registration
provisions of the Securities Act of 1933 (the "Act") by virtue of the exemptions
provided by Section 4(2) and/or Regulation D promulgated under the Act.

In January 1997, certain convertible debentures were converted into 133,085
shares of the Company's common stock in a transaction exempt from the
registration provisions of the Act by virtue of Section 3(a)(9) promulgated
thereunder.


Item 6.  Exhibits and Reports on Form 8-K

         (a) The following exhibits are attached to this report.
             Exhibit 27: Financial Data Schedule (for SEC use only)

         (b) The Company filed the following Current Reports on Form 8-K under
         the Securities Exchange Act of 1934 during the quarter ended March 31,
         1997. Form 8-K was filed on February 7, 1997 relating to the Company's
         relationship with DuPont.

11

<PAGE>

                   Hudson Technologies, Inc. and subsidiaries
                         Form 10-QSB/A of March 31, 1997

                                   SIGNATURES

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this Report to be signed in its behalf by the
undersigned, thereunto duly authorized.


                                                     HUDSON TECHNOLOGIES, INC.


                               By: /s/ Kevin J. Zugibe August 14, 1997
                                   ---------------------------------------------
                                   Kevin J. Zugibe         Date
                                   President/CEO


                               By: /s/ Brian F. Coleman August 14, 1997
                                   ---------------------------------------------
                                   Brian F. Coleman        Date
                                   Vice President and
                                   Chief Financial Officer
 
 

                               By: /s/ Stephen J. Cole-Hatchard  August 14, 1997
                                  ----------------------------------------------
                                   Stephen J. Cole-Hatchard            Date
                                          Vice President,
                                          Principal Accounting Officer


                                                                              12


<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM FORM
10-QSB/A AT MARCH 31, 1997 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          DEC-31-1997
<PERIOD-END>                               MAR-31-1997
<CASH>                                         477,000
<SECURITIES>                                         0
<RECEIVABLES>                                4,819,000
<ALLOWANCES>                                   545,000
<INVENTORY>                                  6,136,000
<CURRENT-ASSETS>                            12,017,000
<PP&E>                                       6,177,000
<DEPRECIATION>                                       0
<TOTAL-ASSETS>                              27,878,000
<CURRENT-LIABILITIES>                        4,824,000
<BONDS>                                              0
                                0
                                          0
<COMMON>                                            50
<OTHER-SE>                                  21,507,000
<TOTAL-LIABILITY-AND-EQUITY>                27,878,000
<SALES>                                      8,022,000
<TOTAL-REVENUES>                             8,022,000
<CGS>                                        6,834,000
<TOTAL-COSTS>                                6,834,000
<OTHER-EXPENSES>                               283,000
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                             185,000
<INCOME-PRETAX>                               (658,000)
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                           (658,000)
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                  (658,000)
<EPS-PRIMARY>                                    (0.14)
<EPS-DILUTED>                                    (0.14)
       

</TABLE>


© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission