Kevin Zugibe
Analyst · Craig Hallum Please proceed with your question
Okay. Thank you, Brian. I would like to shift gears and share some exciting news with you about our definitive agreement to acquire Airgas-Refrigerants. As a reminder, there is a slide deck that will accompany our discussion of the acquisition. This slide deck can be accessed on the Investor Relations section of the company website at hudsontech.com under the Events & Presentations tab. Let me start by saying, we’re very pleased to announce our agreement to acquire Airgas-Refrigerants, or ARI, which we believe represents a major milestone for our company. The addition of Airgas-Refrigerants is expected to double the size of our business, provide a complimentary product portfolio, significantly grow our customer base and enhanced our sales and distribution capabilities. Before I jump into the details of the announcement, as a reminder, the transaction is not yet closed and is subject to an antitrust review and the customary closing conditions. So I’m – as I’m sure, you can expect these limits, the extent of our information we can provide at this time. That being said, we look forward to providing more specifics after the transaction closes, which we expect to be later in 2017. So please refer to Slide 1 for the Safe Harbor statement. Slide 2 take us through some of the specifics of the acquisitions. Brian will take us through the additional financial details later in the call, but in short, we’re acquiring Airgas-Refrigerants for $220 million subject to closing and post-closing adjustments, and we expect to finance the deal with a combination of balance sheet cash and new debt. We won’t issue additional equity for this transaction. Airgas-Refrigerants, a subsidiary of Airgas Inc., an Air Liquide company is a refrigerant distributor and EPA certified reclaimer in the U.S. Sourcing, reclaiming refrigerants for sales to a variety of end users, which is complimentary to our business. They are a well respected company with an excellent management team. They have a long history in the refrigerant industry, and we’re excited to have this opportunity to combine our operations, which provides the unique opportunity to scale our business. In March 31, 2017, trailing 12-month pro forma revenue, the combined business is approximately $250 million. The transaction is expected to be accretive to earnings beginning one year following the close of the transaction. As I mentioned, we anticipate the transaction will close in 2017. As with most deals of this size, the transaction is subject to waiting periods under the HSR Antitrust Improvements Act and customary closing conditions. Slide 3 depicts how complimentary these two businesses are. Airgas-Refrigerants is a part of Airgas, which is a public company until it was acquired by Air Liquide in 2016. The acquisition of ARI announced today since we doubled the size of our business, while strengthening our product and service offerings, expanding our geographic reach in the U.S. and providing a significantly enhanced management team and employee base. While there are a lot of complementary elements of the two businesses, the one element that ARI does not have is energy services component, which we see is an upside for the combined businesses. Slide 4 highlights the strategic benefits of the combined – the combination of Hudson Technologies and Airgas-Refrigerants. Specifically, this acquisition is expected to strengthen our current operations by providing the following benefits. ARI’s large customer base for HFCs positions Hudson to better serve an expanded customer base during the future phase down of HFCs. Expanded customer network increases access to refrigerants and strengthens distribution capabilities, anticipated cross-selling of Hudson services to ARI’s existing customer base, increased processing capacity to support the anticipated growth in reclamation, volume from the ongoing phase-out of HCFC production and expected future phase-outs, enhanced geographic footprint in the U.S. and strategic purchase of valuable refrigerant inventory will more than double Hudson’s existing inventory balance. On Slide 5, we take you through the evolution of our industry to help highlight why this acquisition positions us so favorably for long-term growth. As we’ve often discussed, the going phase-out of HCFC refrigerants and the expected future phase-out HFC refrigerants represents a tremendous growth opportunity for Hudson. Hudson has experience in managing the shift from one class of gas to the next, the current phase-out of HCFCs is similar to what happened with chlorofluorocarbons, or CFCs, and what is expected to happen with HFCs. We believe the combined company will be better positioned to serve customers during the ongoing phase-out of HCFCs and positions us to serve an expanded customer base during the future phase-down of HFCs. In the near-term, we expect to benefit from ARI’s higher volume of HFC sales, as the industry shifts from R-22 to HFCs. Currently, Hudson is seeing increased HFC sale activity and ARI has strong HFC business. With the continued evolution of our industry, we believe this acquisition provides increased access to legacy, as well as next-generation gases and expense and diversifies our product offerings, our application capabilities and our customer base. By combining with ARI, we’re positioning our business for continued growth and profitability as the industry transitions to new technologies and gases. Slide 6 provides a snapshot of what Hudson’s new expanded operations will look like. To the left, you can see the map depicting extended geographic coverage of the combined operations. At close, the customer base of the combined company would grow to more than 7,000 and we’ll have more than 2 million pounds of additional reclamation processing capacity. We’ll also increase our employee count with the addition of ARI’s experienced leadership team, as well as the seasoned base of sales and operational employees. This acquisition also gives us access to a new and significantly larger audience for our global energy service offerings, which are a growing focus of our business, providing optimization solutions, engineering assessments and energy management tools to a growing population of companies, and government entities seeking to maximize their energy efficiency and sustainability initiatives. It’s a very exciting development for our company, one that we expect will significantly enhance our capabilities and portfolio of solutions, allowing us to accelerate our ability to serve the needs of our growing customer base. Now, I’ll turn the call over to Brian to discuss the financial details of this acquisition.