U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
FORM 10--QSB
(Mark one)
{x} QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended SEPTEMBER 30, 2002
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{ } TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 (No Fee Required)
For the transition period from __________ to ____________
Commission file number 0-29192
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PURADYN FILTER TECHNOLOGIES, INCORPORATED
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(Name of small business issuer in its charter)
Delaware 14-1708544
-------- ----------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
3020 High Ridge Road, Suite 100, Boynton Beach, Florida 33426
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(Address of principal executive offices) (Zip Code)
Issuer's telephone number (561) -547-9499
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Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that Puradyn Filter Technologies, Incorporated was required to
file such reports), and (2) has been subject to such filing requirements for the
past 90 days. Yes [x] No [ ]
(APPLICABLE ONLY TO CORPORATE REGISTRANTS)
State the number of shares outstanding of each of the issuer's classes
of common equity, as of the latest practicable date: 15,632,722 shares of common
stock were outstanding as of November 8, 2002.
Puradyn Filter Technologies, Incorporated
Index to Quarterly Report on Form 10-QSB
Part I. Financial Information Page
Item 1. Financial Statements (Unaudited)
Condensed Consolidated Balance Sheet - September 30,2002...................................... 3
Condensed Consolidated Statements of Operations - Three months and nine months ended
September 30, 2002 and 2001.................................................................. 4
Condensed Consolidated Statements of Cash Flows - Three months and nine months ended
September 30, 2002 and 2001.................................................................. 5
Notes to Condensed Consolidated Financial Statements......................... ................ 6
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations......... 11
Part II. Other Information
Item 1. Legal Proceedings............................................................................. 17
Item 2. Changes in Securities and Use of Proceeds..................................................... 17
Item 4. Submission of Matters to a Vote of Security Holders........................................... 17
Item 5. Other Information............................................................................. 18
Item 6. Exhibits and Reports on Form 8-K.............................................................. 18
Signatures...................................................................................................... 19
2
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
Puradyn Filter Technologies, Incorporated
Condensed Consolidated Balance Sheet
September 30, 2002
(Unaudited)
Assets
Current assets:
Cash and cash equivalents $ 249,776
Accounts receivable, net of allowance for uncollectible accounts of $56,851 123,234
Inventories 1,118,385
Accrued interest receivable - stockholders notes 56,889
Prepaid expenses and other current assets 136,707
------------
Total current assets 1,684,991
Property and equipment, net 660,254
Deferred financing costs, net 176,667
Other noncurrent assets 483,970
------------
Total assets $ 3,005,882
============
Liabilities and stockholders' equity
Current liabilities:
Accounts payable $ 311,688
Accrued liabilities 197,712
Current portion of capital lease obligation 4,798
Deferred revenue 122,273
------------
Total current liabilities 636,471
Capital lease obligation, less current portion 3,946
Note payable - stockholder 500,000
Commitments and contingencies
Stockholders' equity:
Preferred stock, $.001 par value:
Authorized shares - 500,000; none issued and outstanding --
Common stock, $.001 par value:
Authorized shares - 30,000,000; 15,618,972 issued and outstanding 15,619
Additional paid-in capital 31,569,146
Stockholder notes receivable (875,256)
Accumulated deficit (28,809,940)
Accumulated other comprehensive loss (34,104)
------------
Total stockholders' equity 1,865,465
------------
Total liabilities and stockholders' equity $ 3,005,882
============
See accompanying notes.
3
Puradyn Filter Technologies, Incorporated
Condensed Consolidated Statements of Operations
For the Three and Nine Months Ended September 30, 2002 and 2001
(Unaudited)
Three Months Ended Nine Months Ended
September 30, September 30,
2002 2001 2002 2001
------------ ------------ ------------ ------------
Net sales $ 293,217 $ 281,753 $ 1,619,847 $ 1,045,730
------------ ------------ ------------ ------------
Costs and expenses:
Cost of products sold 355,396 396,065 1,512,179 1,424,235
Salaries and wages 423,379 397,104 1,248,233 1,225,309
Selling and administrative 312,199 381,780 1,101,213 1,297,731
------------ ------------ ------------ ------------
1,090,974 1,174,949 3,861,625 3,947,275
------------ ------------ ------------ ------------
Loss from operations (797,757) (893,196) (2,241,778) (2,901,545)
------------ ------------ ------------ ------------
Other income (expense):
Investment income (loss) 443 (2,035) (2,995) 252,956
Interest expense (38,621) (3,246) (179,556) (14,984)
------------ ------------ ------------ ------------
Total other income (expense) (38,178) (5,281) (182,551) 237,972
------------ ------------ ------------ ------------
Net loss $ (835,935) $ (898,477) $ (2,424,329) $ (2,663,573)
============ ============ ============ ============
Basic and diluted loss per common share $ (0.05) $ (0.06) $ (0.16) $ (0.18)
============ ============ ============ ============
Weighted average common shares
outstanding 15,597,551 15,150,279 15,573,510 14,547,387
============ ============ ============ ============
See accompanying notes.
4
Puradyn Filter Technologies, Incorporated
Condensed Consolidated Statements of Cash Flows
For the Three and Nine Months Ended September 30, 2002 and 2001
(Unaudited)
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
2002 2001 2002 2001
----------- ----------- ----------- -----------
OPERATING ACTIVITIES
Net cash used in operating activities $ (610,169) $ (613,398) $(2,986,884) $(2,741,363)
----------- ----------- ----------- -----------
INVESTING ACTIVITIES
Purchases of investments -- (4,456,183) -- (7,093,616)
Proceeds from sales and maturities of
investments 85,000 3,896,892 5,808,223 8,965,239
Purchases of property and equipment (79,737) (451,131) (94,903) (469,191)
Investment in patents and trademarks (47,366) (60,787) (47,366) (60,787)
----------- ----------- ----------- -----------
Net cash (used in) provided by investing activities (42,103) (1,071,209) 5,665,954 1,341,645
----------- ----------- ----------- -----------
FINANCING ACTIVITIES
Proceeds from exercise of stock options 26,393 4,389 124,362 86,889
Proceeds from note payable secured by investments -- 1,200,000 1,453,250 2,225,000
Proceeds from note payable to stockholder 500,000 -- 500,000 --
Collection of notes receivable from officer -- -- -- 150,000
Payments on note payable secured by investments (10,926) -- (5,445,010) --
Payment of capital lease obligations (1,122) (933) (3,280) (8,680)
----------- ----------- ----------- -----------
Net cash provided by (used in) financing activities 514,345 1,203,456 (3,370,678) 2,453,209
----------- ----------- ----------- -----------
Effect of exchange rate changes on cash and cash
equivalents (4,214) (1,445) (32,655) 236
----------- ----------- ----------- -----------
(Decrease) increase in cash and cash equivalents (142,141) (482,596) (724,263) 1,053,727
Cash and cash equivalents at beginning of period 391,917 2,015,481 974,039 479,158
----------- ----------- ----------- -----------
Cash and cash equivalents at end of period 249,776 1,532,885 249,776 1,532,885
Less restricted cash -- (22,238) -- (22,238)
----------- ----------- ----------- -----------
Unrestricted cash and cash equivalents $ 249,776 $ 1,510,647 $ 249,776 $ 1,510,647
=========== =========== =========== ===========
SUPPLEMENTAL CASH FLOW INFORMATION
Cash paid for interest $ 1,637 $ 1,052 $ 36,573 $ 11,150
=========== =========== =========== ===========
NONCASH INVESTING AND FINANCING ACTIVITIES
Net unrealized (loss) gain on available-for-sale
investments $ (4,587) $ (6,905) $ (85,619) $ (3,585)
=========== =========== =========== ===========
Increase in deferred financing costs resulting
from the issuance of stock purchase warrants $ -- $ -- $ 318,000 $ --
=========== =========== =========== ===========
Common stock options exercised through issuance
of promissory notes
$ -- $ 853,750 $ -- $ 853,750
=========== =========== =========== ===========
See accompanying notes.
5
Puradyn Filter Technologies, Incorporated
Notes to Condensed Consolidated Financial Statements
September 30, 2002
(Unaudited)
1. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The accompanying unaudited condensed consolidated financial statements have been
prepared in accordance with accounting principles generally accepted in the
United States for interim information and with the instructions to Form 10-QSB
and Regulation S-B. Accordingly, they do not include all of the information and
footnotes required by accounting principles generally accepted in the United
States for complete financial statements. In the opinion of management, all
adjustments consisting of a normal and recurring nature considered necessary for
a fair presentation have been included. Operating results for the nine-month
period ended September 30, 2002 may not necessarily be indicative of the results
that may be expected for the year ending December 31, 2002.
For further information, refer to Puradyn Filter Technologies, Incorporated's
(the Company) consolidated financial statements and footnotes thereto included
on the Form 10-KSB for the year ended December 31, 2001.
Recent Accounting Pronouncements
In June 2001, the Financial Accounting Standards Board (FASB) issued SFAS No.
141, Business Combinations (SFAS 141) and SFAS No. 142, Goodwill and Other
Intangible Assets (SFAS 142). SFAS 141 requires all business combinations
initiated after September 30, 2001 to be accounted for using the purchase
method. Under SFAS 142, goodwill and intangible assets with indefinite lives are
no longer amortized but are reviewed annually (or more frequently if impairment
indicators arise) for impairment. Separable intangible assets that are not
deemed to have indefinite lives will continue to be amortized over their useful
lives (but with no maximum life). The Company has adopted SFAS 141 and SFAS 142
as of January 1, 2002. The adoption of these statements had no impact on the
Company's financial position or the results of its operations.
In September 2001, the FASB issued SFAS No. 144, Accounting for the Impairment
or Disposal of Long-Lived Assets (SFAS 144), which supersedes SFAS No. 121,
Accounting for the Impairment of Long-lived Assets and for Long-lived Assets to
Be Disposed Of (SFAS 121), and the accounting and reporting provisions of
Accounting Principles Board (APB) Opinion No. 30, Reporting the Results of
Operations -- Reporting the Effects of Disposal of a Segment of a Business, and
Extraordinary, Unusual and Infrequently Occurring Events and Transactions (APB
30), for the disposal of a segment of a business. SFAS 144 establishes a single
accounting model, based on the framework established in SFAS 121, for long-lived
assets to be disposed of. It also addresses certain significant implementation
issues under SFAS 121. The provisions of SFAS 144 became effective for the
Company on January 1, 2002. The Company does not believe that the adoption of
the standard will have a material effect on its consolidated financial
statements.
In April 2002, the FASB issued SFAS No. 145, Rescission of SFAS Nos. 4, 44, and
64, Amendment of SFAS 13, and Technical Corrections (SFAS 145). Among other
things, SFAS 145 rescinds various pronouncements regarding early extinguishments
of debt and allows extraordinary accounting treatment for early extinguishments
only when the provisions of APB 30 are met. This statement also amends SFAS 13
6
to require sale-leaseback accounting for certain lease modifications that have
economic effects that are similar to sale-leaseback transactions. The provisions
of SFAS 145 become effective for the Company on January 1, 2003. The Company
does not believe that the adoption of the standard will have a material effect
on its consolidated financial statements.
In July 2002, the FASB issued SFAS No. 146, Accounting for Costs Associated with
Exit or Disposal Activities, (SFAS 146), which addresses significant issues
regarding the recognition, measurement, and reporting of costs that are
associated with exit and disposal activities, including restructuring activities
that are currently accounted for pursuant to the guidance that the Emerging
Issues Task Force (EITF) has set forth in EITF Issue No. 94-3, Liability
Recognition for Certain Employee Termination Benefits and Other Costs to Exit an
Activity (including Certain Costs Incurred in a Restructuring). The scope of
SFAS 146 also includes (1) costs related to terminating a contract that is not a
capital lease and (2) termination benefits that employees who are involuntarily
terminated receive under the terms of a one-time benefit arrangement that is not
an ongoing benefit arrangement or an individual deferred-compensation contract.
SFAS 146 will be effective for exit or disposal activities that are initiated
after December 31, 2002, with earlier adoption encouraged. The Company does not
believe that the adoption of the standard will have a material effect on its
consolidated financial statements.
Principles of Consolidation
The accompanying condensed consolidated financial statements include the
accounts of the Company and its wholly owned subsidiary, Puradyn Filter
Technologies Ltd. All significant inter-company transactions and balances have
been eliminated.
Use of Estimates
The preparation of condensed consolidated financial statements in conformity
with accounting principles generally accepted in the United States requires
management to make estimates and assumptions that affect the amounts reported in
the condensed consolidated financial statements and accompanying notes. Actual
results could differ from those estimates.
Basic and Diluted Loss Per Share
SFAS No. 128, Earnings Per Share, requires a dual presentation of basic and
diluted earnings per share. However, because of the Company's net losses, the
effect of outstanding stock options and warrants would be anti-dilutive and,
accordingly, is excluded from the computation of diluted loss per share. The
number of such shares excluded from the computation of loss per share totaled
2,626,129 and 2,484,561 for the three-months and nine-months ended September 30,
2002 and 2001, respectively.
Inventories
Inventories are stated at the lower of cost or market using the first in, first
out (FIFO) method. Production costs, consisting of labor and overhead, are
applied to ending inventories at a rate based on estimated production capacity
and any excess production costs are charged to cost of products sold. Provisions
have been made to reduce excess or obsolete inventories to their net realizable
value.
Inventories consisted of the following at September 30, 2002:
Raw materials $ 996,248
Finished goods 122,137
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$1,118,385
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7
Deferred Financing Costs
The Company capitalizes costs related to obtaining financing and amortizes them
using the straight-line method, which approximates the effective interest method
over the term of the related debt. Amortized financing costs are included in
interest expense. The deferred financing costs related to the shareholder
commitment letter were initially amortized over the nine-month draw down period,
ending December 31, 2002. Upon the first draw in August 2002, the amortization
period was extended to 18 months or through December 31, 2003, the date the note
is payable in full.
Revenue Recognition
The Company recognizes revenue from product sales to customers, distributors and
resellers when products that do not require further services or installation by
the Company are shipped, when there are no uncertainties surrounding customer
acceptance and for which collectibility is reasonably assured in accordance with
Staff Accounting Bulletin No. 101, Revenue Recognition in Financial Statements.
Cash received by the Company prior to shipment is recorded as deferred revenue.
Sales are made to customers under terms allowing certain limited rights of
return and other limited product and performance warranties for which provision
has been made in the accompanying financial statements.
Comprehensive Income
SFAS No. 130, Reporting Comprehensive Income (SFAS 130) establishes rules for
reporting and display of comprehensive income and its components. Comprehensive
income is the sum of net loss as reported in the consolidated statements of
operations and other comprehensive income transactions reported in the
consolidated statement of changes in stockholders' equity. Comprehensive income
transactions that currently apply to the Company result from changes in the
market value of the available-for-sale investments and changes in exchange rates
from translating the financial statements of the Company's foreign subsidiary.
Comprehensive loss consisted of the following for the three and nine-months
ended September 30, 2002 and 2001:
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
2002 2001 2002 2001
----------- ----------- ----------- -----------
Net loss $ (835,935) $ (898,477) $(2,424,329) $(2,663,573)
----------- ----------- ----------- -----------
Other comprehensive income (loss):
Unrealized loss on available-
for-sale securities (4,587) (6,905) (85,619) (3,585)
Less: Reclassification adjustment
for losses included in net loss 4,587 6,408 85,619 3,585
----------- ----------- ----------- -----------
Net unrealized loss on available-
for-sale securities -- (497) -- --
Foreign currency translation adjustment (4,214) (1,445) (32,655) 236
----------- ----------- ----------- -----------
Comprehensive loss $ (840,149) $ (900,419) $(2,456,984) $(2,663,337)
=========== =========== =========== ===========
Reclassifications
Certain prior period amounts have been reclassified to conform to the current
period presentation.
2. ISSUES AFFECTING LIQUIDITY AND MANAGEMENT'S PLANS
The Company's financial statements have been prepared assuming that the Company
will continue as a going concern. The Company has sustained losses since its
inception and has used net cash in operations of approximately $2,987,000 and
$2,741,000 during the nine months ended September 30, 2002 and 2001,
respectively. As a result, the Company has had to rely principally on private
debt and equity funding, including the conversion of debt into stock, to fund
its activities to date.
8
The Company has experienced increased cash flows from the 2002 sales activity,
however, additional cash will be needed to support operations. During the first
seven months of 2002, the Company sold its remaining investments, the proceeds
of which were used to repay the Company's loan on investments in April 2002 and
to fund operations.
On March 28, 2002, the Company executed a commitment letter with one of its
shareholders to fund up to $2.5 million through March 31, 2003. Under the terms
of the commitment, the Company may draw amounts as needed in multiples of
$500,000 to fund operations subject to Board of Director approval. Amounts drawn
will bear interest at a rate of 4.75% per annum and will become due and payable
on December 31, 2003 or upon a change in control of the Company or consummation
of any other financing over $3 million. In consideration, the Company granted
such shareholder 100,000 common stock purchase warrants at an exercise price
equal to the closing market price of the Company's stock on the date of grant
(see Note 3). As of November 14, 2002, the Company has drawn $1,000,000 of the
available funds, $500,000 of which was drawn as of September 30, 2002.
Management believes that the commitment received from its shareholder will be
sufficient to sustain the Company's operations through December 31, 2002.
However, if the commitment does not continue to fund for any reason or budgeted
sales levels are not achieved, the Company may have to modify its business plan,
reduce or discontinue some of its operations or seek a buyer for part of its
assets to continue as a going concern through 2002. The Company is contemplating
various other sources of funding such as a private placement.
3. STOCK-BASED COMPENSATION
On July 9, 2002, the Company held its Annual Meeting of Shareholders, at which
the shareholders approved the amendment to the Certificate of Incorporation to
increase the authorized number of shares of common stock from 20,000,000 to
30,000,000.
In January 2001, the Company granted one of its non-employee Directors 7,500
stock options for past services. Such options were recorded at their estimated
fair value of approximately $48,000 and included in selling and administrative
expenses for the nine-month period ended September 30, 2001. In May 2001, an
additional 2,500 options were granted to the same director at an estimated fair
value of $11,725 and are recorded in selling and administrative expenses for the
nine-month period ended September 30, 2001.
During the three-month periods ended September 30, 2002 and 2001, the Company
recognized a credit to operations of approximately $129,000 and $362,000,
respectively, relating to variable option awards outstanding, which is included
in selling and administrative expenses. For the nine-month periods ended
September 30, 2002 and 2001, the Company recognized a credit to operations of
approximately $447,000 and $317,000, respectively.
On March 28, 2002, the Company recorded a deferred charge of $318,000 for the
issuance of 100,000 warrants to purchase common stock relating to a financing
agreement with one of its shareholders to fund up to $2.5 million through March
31, 2003 (see Note 2). The deferred charge was initially amortized over the
commitment period and subsequently revised to include the repayment period. As
of September 30, 2002, the Company had amortized approximately $141,000 of such
costs, which is included in interest expense.
During the nine-month periods ended September 30, 2002 and 2001, employees of
the Company exercised approximately 126,100 and 1,250,400, respectively, of
common stock options. The Company received approximately $124,000 in cash
proceeds for the nine-month period ended September 30, 2002 and approximately
$87,000 in cash proceeds and $854,000 in notes in exchange for the shares issued
for the nine-month period ended September 30, 2001.
9
On April 1, 2002, the Company executed an agreement with a related party who is
affiliated with an executive officer and a third party to receive web site and
advertising consulting services. The agreement was for a term of 15 weeks and
the two consultants received 20,000 stock options having a fair value of
approximately $61,000, as well as cash of approximately $30,000 for services
rendered.
On May 23, 2002, the Company extended the life of a vendor warrant to purchase
100,000 shares of common stock that was issued in March 2000. The expiration
date of the warrant was extended from March 2003 to March 2005. Due to the
modification, the increase in the fair value of the warrant was estimated to be
$94,000, which is included in selling and administrative expenses for the
nine-month period ended September 30, 2002.
4. COMMITMENTS AND CONTINGENCIES
In May 2002, the Company executed a sixty-eight month agreement to lease a new
office and warehouse facility, with an anticipated move by December 2002. This
new facility, which is located near the existing office and warehouse facility,
consists of approximately 20,000 square feet for manufacturing and distribution
plus 5,000 square feet of office space. The lease includes the option to expand
the space up to an additional 24,000 square feet. A $235,000 security deposit
was paid, which will be refunded ratably on an annual basis over the first three
years of the lease term beginning on the last day of the first lease year,
provided there has been no Event of Default, as defined, by the Company and is
included in other noncurrent assets on the accompanying condensed consolidated
balance sheet. The total minimum lease payments over the term of the lease
aggregate approximately $820,000.
The Company's current office lease expires on March 31, 2003. The Company is
obligated to pay rent of approximately $38,000 through that date and has accrued
approximately $19,000 of rent expense, the Company's net obligation for the
period that the current office space will be vacant.
Searcy, Denny, Scarola Et. Al and Related Claims
TF Systems, Inc. ("Systems"), a related party (previously under common ownership
with the Company), formerly owned the manufacturing and marketing rights to the
Purifiner and transferred or sold such rights to the Company in 1995. In June
1997, the former law firm of Systems filed a complaint against the Company,
Systems, Richard C. Ford, (the Company's current Chief Executive Officer),
individually and an inactive Company controlled by Richard C. Ford, demanding
payment of approximately $313,000 of legal fees and other costs, plus interest
and attorney fees, related primarily to obtaining the manufacturing and
marketing rights to the Purifiner for Systems and the Company. Systems was
awaiting a judgment of an appellate court which, if adjudicated in Systems'
favor, would have provided it with sufficient funds to pay such legal fees and
other possible claims aggregating approximately $75,000. On February 26, 1997,
the appellate court ruled against Systems and, accordingly, the funds discussed
above are not currently available to Systems to satisfy such claims. Puradyn did
not assume these obligations as part of its purchase of Systems in 1995 and
based on advice of legal counsel, management believes such amounts are not the
responsibility of the Company. On January 30, 2002, the action was dismissed
without prejudice. The law firm did not receive any payment from the Company and
both parties agreed to be responsible for their own litigation expenses.
Malt Litigation
In connection with the Company being granted worldwide manufacturing and
marketing rights for certain of the Purifiner products, a royalty agreement was
entered into with a term equal to the life of the related patents or any
improvements thereto. Pursuant to this royalty agreement, the owner of the
patents was to receive 5% of the net unit sale price of all covered Purifiner
products, as defined. Additionally, 1% of the net sales price of replacement oil
filter elements was to be paid as a royalty on certain Puradyn filters for the
use of the U.S. Purifiner trademark. The Company is no longer retaining the
Purifiner patents or trademarks and accordingly is not renewing them upon
expiration.
10
In May 1994, the Company and the patent owner entered into a settlement
agreement relating to royalties under which the patent owner was entitled to a
minimum annual royalty of $24,000, payable in monthly installments of $2,000. In
February 1997, the patent owner filed an action against the Company for
nonpayment of approximately $20,000 of royalties claimed by him, seeking a
permanent injunction against the Company's manufacturing and selling of the
covered Purifiner products. On March 2, 1999, the trial court ruled that the
patent owner was not entitled to any injunctive relief but was entitled to
$20,169 in past royalties, which the Company paid. The patent owner filed a
motion for additional damages and attorney fees and on December 13, 2000, the
Court found the patent owner was entitled to an additional $15,505. The Company
appealed that judgment but has paid the additional judgment. Thereafter, on
February 22, 2001, the trial court ordered the Company to pay the sum of $18,049
for the patent owner's attorney's fees and court costs, which is included in
accrued liabilities at September 30, 2002 and for which the Company posted a
bond in the amount of $22,238 to secure payment. That order was appealed and
combined with the first appeal. On April 24th, 2002, the judgment for attorney's
fees and court costs was reversed. In May 2002, the bond was discharged and in
June 2002, the funds were released to the Company.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The following should be read in conjunction with Management's Discussion
and Analysis of Financial Condition and Results of Operations included in the
Company's Form 10-KSB for the year ended December 31, 2001.
Other than historical and factual statements, the matters and items
discussed in this Quarterly Report on Form 10-QSB are forward-looking statements
that involve risks and uncertainties. Actual results of the Company may differ
materially from the results discussed in the forward-looking statements. Certain
factors that could contribute to such differences are discussed with the
forward-looking statements throughout this report.
General
The Company was formed in 1987, and was inactive until it commenced limited
operations in 1991 when it obtained worldwide manufacturing and marketing rights
to the Purifiner (R) product, now called the Puradyn By-pass Oil Filtration
System or the "Puradyn" system.
Through 1997, the Company had minimal revenues from its distribution
network, which caused the Company to change its sales strategy. In 1998, the
Company changed its name from T/F Purifiner, Inc. to Puradyn Filter
Technologies, Incorporated in anticipation of its new business plan. The Company
reduced its workforce and operational overhead in an effort to reduce cash
expenditures until it had sufficient funds to support operations based on its
new sales plan. The Company began to refocus its sales effort toward the
development of commercial relationships with original equipment manufacturers
("OEM's") and companies having medium to large size fleets of vehicles, as well
as the expansion of its international and domestic distribution networks. As
part of this refocus, the Company announced a strategic relationship in
September 2002, with Honeywell's Consumer Products Group, the manufacturer of
FRAM oil filters, under which the Puradyn system will be sold to Honeywell and
co-branded with the FRAM trademark name. The co-branded product will be
distributed through Honeywell's Consumer Products Group's distribution network
to offer a complete filtration system to significantly reduce both large and
small particle contamination in the lubricating oil. Honeywell's Consumer
Products Group also includes the Prestone(R), Autolite(R) and Holts(R) brands
and is a subsidiary of Honeywell, Inc. There can be no assurance, however, that
the Company's sales efforts or strategic relationships will meet management's
expectations or result in significant, if any, new sources of revenues.
The Company's sales effort not only involves educating the potential
customer on the benefits of the Puradyn system, but also allowing the customer
to test the Puradyn system on its fleet vehicles. Consequently the sales cycle
is relatively long. The Company is currently working with several large OEM's
and a large number of companies that have large vehicle fleets to enable them to
evaluate the benefits of the Puradyn system.
Effective June 1, 2000, the Company formed a wholly owned subsidiary
(Puradyn Filter Technologies, Ltd. "PFTL") in the United Kingdom to sell the
Company's products in Europe, the Middle East and Africa. The subsidiary was the
result of the dissolution of a joint venture (TF Purifiner, Ltd.) the Company
had with Centrax, Ltd. The results of PFTL have been consolidated with the
Company since June 1, 2000.
11
The Company directly and/or with the assistance of its sales
representatives, warehouse distributors, dealers or other agents, markets its
products primarily to national accounts. Typically these larger customers, and
some smaller customers, have required an evaluation period, usually ranging from
three to twelve months, to ensure that the Company's products perform as
advertised. Management believes that this evaluation period will continue to be
shortened as the Company's products gain wider acceptance and support from
well-known customers and OEM's. Based on the results from some of the
evaluations and from orders placed, the Company has experienced a significant
increase in revenues in 2002, however there can be no assurance that revenues
for 2002 will meet or exceed management's expectations.
The Company recognizes revenue from product sales to customers,
distributors and resellers when products that do not require further services or
installation by the Company are shipped, when there are no uncertainties
surrounding customer acceptance and for which collectibility is reasonably
assured in accordance with Staff Accounting Bulletin (SAB) No. 101, Revenue
Recognition in Financial Statements. Cash received by the Company prior to
shipment is recorded as deferred revenue. Sales are made to certain customers
under terms allowing certain limited rights of return and other limited product
and performance warranties for which provision has been made in the accompanying
financial statements. Management believes, based on past experience and future
expectations, that such limited return rights and warranties will not have a
material adverse effect on the Company's financial statements.
Critical Accounting Policies and Estimates
The Company's discussion and analysis of its financial condition and
results of operations are based upon the Company's consolidated financial
statements, which have been prepared in accordance with accounting principles
generally accepted in the United States. The preparation of these financial
statements requires the Company to make estimates and judgments that affect the
amounts reported in the financial statements. On an on-going basis, the Company
evaluates its estimates, including those related to product returns, bad debts,
inventories, investments, warranty obligations and contingencies and litigation.
The Company bases its estimates on historical experience and on various other
assumptions that are believed to be reasonable under the circumstances, the
results of which form the basis for making judgments about the carrying values
of assets and liabilities that are not readily apparent from other sources.
Actual results may differ from these estimates under different assumptions or
conditions.
The Company believes the following critical accounting policies affect its
more significant judgments and estimates used in the preparation of its
consolidated financial statements.
Revenue Recognition
Revenue is recognized when earned. The Company's revenue recognition
policies are in compliance with the provisions issued in SAB No. 101, Revenue
Recognition in Financial Statements. Revenue from product sales to customers,
distributors and resellers is recorded when products that do not require further
services or installation by the Company are shipped, when there are no
uncertainties surrounding customer acceptance and for which collectibility is
reasonably assured. The Company provides for sales returns based on a historical
returns analysis. The estimate is updated for current return activity and the
provision is adjusted accordingly. Should actual returns exceed management's
estimates, the provision may require further adjustment and accordingly, net
sales may decrease.
Allowance for Doubtful Accounts
The Company maintains allowances for doubtful accounts for estimated losses
resulting from the inability of its customers to make required payments. If the
financial conditions of the Company's customers were to deteriorate, resulting
in an impairment of their ability to make payments, additional allowances may be
required. The Company provides for potential uncollectible accounts receivable
based on customer specific identification and historical collection experience.
If market conditions decline, actual collection experience may not meet
expectations and may result in decreased cash flows and increased bad debt
expense.
12
Estimation of Product Warranty Cost
The Company provides for the estimated cost of product warranties at the
time revenue is recognized. While the Company engages in product quality
programs and processes, including actively monitoring and evaluating the quality
of its component suppliers, the Company's warranty obligation is affected by
product failure rates, material usage and service delivery costs incurred in
correcting a product failure. Should actual product failure rates, material
usage or service delivery costs differ from the Company's estimates, revisions
to the estimated warranty liability would be required.
Estimation of Inventory Obsolescence
The Company provides for estimated inventory obsolescence or unmarketable
inventory in amounts equal to the difference between the cost of inventory and
the estimated market value based upon assumptions about future demand and market
conditions. If actual market conditions are less favorable than those projected
by management, additional inventory write-downs may be required.
RESULTS OF OPERATIONS FOR THE THREE-MONTHS ENDED SEPTEMBER 30, 2002 COMPARED TO
THE THREE-MONTHS ENDED SEPTEMBER 30, 2001
The following table sets forth the amount of increase or decrease
represented by certain items reflected in the Company's condensed consolidated
statements of operations in comparing the three-months ended September 30, 2002
to the three-months ended September 30, 2001:
(In thousands) Three Months Ended September 30,
---------------------------------
2002 2001 Change
------- ------- -------
Net sales $ 293 $ 282 $ 11
------- ------- -------
Costs and expenses:
Cost of products sold 356 396 (40)
Salaries and wages 423 397 26
Selling and administrative 312 382 (70)
------- ------- -------
Total costs and expenses 1,091 1,175 (84)
------- ------- -------
Other expenses:
Investment loss -- (2) 2
Interest expense (38) (3) (35)
------- ------- -------
Total other expenses (38) (5) (33)
------- ------- -------
Net loss $ (836) $ (898) $ 62
======= ======= =======
NET SALES
Net sales increased by approximately 4% from approximately $282,000 in 2001
to approximately $293,000 in 2002 as a result of the Company's continuing
efforts to refocus its marketing toward OEMs and major accounts and the
expansion of its international and domestic distribution networks.
The UK subsidiary's sales of approximately $89,000 and $41,000, contributed
30% and 15% of total net sales for the three-month periods ended September 30,
2002 and September 30, 2001, respectively. The UK subsidiary's substantial
increase is attributable to sales to Aggreko plc, one of the top three worldwide
OEM's of mid-range generators for industrial use.
13
COST OF PRODUCTS SOLD
Cost of products sold decreased by approximately 10% from $396,000 in 2001
to $356,000 in 2002. The negative margins on products sold is a result of the
Company's inability to fully utilize its production capacity due to low sales
volumes.
SALARIES AND WAGES
Salaries and wages increased approximately $26,000 due to the addition of
four employees.
SELLING AND ADMINISTRATIVE EXPENSES
Selling and administrative expenses decreased by approximately 18% from
$382,000 for the three months ended September 30, 2001 to $312,000 for the three
months ended September 30, 2002, which was primarily due to a decrease in
advertising and marketing consulting costs of approximately $65,000.
INTEREST EXPENSE
Interest expense increased by approximately $35,000 due to the amortization
of financing costs related to the note payable to shareholder.
RESULTS OF OPERATIONS FOR THE NINE-MONTHS ENDED SEPTEMBER 30, 2002 COMPARED TO
THE NINE-MONTHS ENDED SEPTEMBER 30, 2001
The following table sets forth the amount of increase or decrease
represented by certain items reflected in the Company's condensed consolidated
statements of operations in comparing the nine-months ended September 30, 2002
to the nine-months ended September 30, 2001:
(In thousands) Nine Months Ended September 30,
---------------------------------
2002 2001 Change
------- ------- -------
Net sales $ 1,620 $ 1,046 $ 574
------- ------- -------
Costs and expenses:
Cost of products sold 1,512 1,424 88
Salaries and wages 1,248 1,225 23
Selling and administrative 1,101 1,298 (197)
------- ------- -------
Total costs and expenses 3,861 3,947 (86)
------- ------- -------
Other income (expenses):
Investment (loss) income (3) 253 (256)
Interest expense (180) (15) (165)
------- ------- -------
Total other (expenses) income (183) 238 (421)
------- ------- -------
Net loss $(2,424) $(2,663) $ 239
======= ======= =======
NET SALES
Net sales increased by approximately 55% from approximately $1,046,000 in
2001 to approximately $1,620,000 in 2002 as a result of the Company's continuing
efforts to refocus its marketing toward OEMs and major accounts and the
expansion of its international and domestic distribution networks.
Late in 2000, Asplundh Tree Expert Company, the world's largest vegetation
management Company with one of the nation's largest, privately held fleets of
trucks and equipment, began purchasing the Puradyn system for its new equipment
including trucks, chippers and aerial devices. For the nine-month period ended
14
September 30, 2002, sales to Asplundh have increased approximately 124%
over sales for the same period in 2001. However, there can be no assurance that
sales to Asplundh will continue at the same volume.
The UK subsidiary's net sales of approximately $365,000 contributed 22% of
total net sales for the nine-month period ended September 30, 2002, an increase
of 151% over the same period last year. The UK's substantial increase is
attributable to sales to Aggreko plc, one of the top three worldwide OEM's of
mid-range generators for industrial use, who is located in Scotland and has over
70 locations in the United States.
COST OF PRODUCTS SOLD
Cost of products sold increased by approximately 6% from approximately
$1,424,000 in 2001 to approximately $1,512,000 in 2002 due primarily to an
increase in sales of approximately $574,000. The negative margins on products
sold during the 2001 period resulted from the Company's inability to fully
utilize its production capacity due to low sales volumes.
SALARIES AND WAGES
Salaries and wages increased approximately $23,000 due to the addition of
several employees.
SELLING AND ADMINISTRATIVE EXPENSES
Selling and administrative expenses decreased from approximately $1,298,000
in 2001 to approximately $1,101,000 in 2002. Selling and administrative expenses
included a credit of $447,000 and $317,000 in compensation expense due to the
effect of variable options accounting for options granted to certain employees
for the nine-month periods ended September 30, 2002 and 2001, respectively.
Stock based compensation for the nine-month periods ended September 30, 2002 and
2001 was approximately $155,000 and $60,000, respectively. Excluding these
transactions, selling and administrative expenses decreased by approximately 10%
in 2002 as compared to 2001 primarily as a result of the reduction in
advertising of approximately $118,000.
INVESTMENT INCOME (LOSS)
Investment income decreased by approximately $256,000 in 2002 over the 2001
period due to the loss on sale of investments of $127,000 and the reduction in
interest income from the Company's investments in various securities. The
investment securities were purchased with the proceeds received from the
Company's private placements in late 2000 and 2001. The Company has sold all of
these securities as of July 2002 and has paid off its note payable, which was
collateralized by the investments.
INTEREST EXPENSE
Interest expense increased by approximately $165,000 in 2002 over the 2001
period due to the amortization of financing costs related to the note payable to
stockholder.
LIQUIDITY AND CAPITAL RESOURCES
As of September 30, 2002, the Company had cash and cash equivalents of
approximately $250,000. For the nine-month period ended September 30, 2002, net
cash used in operating activities was approximately $2,987,000, which primarily
resulted from the net loss of approximately $2,424,000 as well as the security
deposit of approximately $235,000 for the new office lease. Net cash provided by
investing activities was approximately $5,666,000 resulting from net proceeds
from sales of our investments. Net cash used in financing activities was
approximately $3,371,000 for the period, primarily due to repayments on the note
payable collateralized by the investments.
15
The Company has incurred net losses each year since its inception and has
relied on the sale of its stock from time to time and loans from third parties
and from related parties to fund its operations.
During the nine-month period ended September 30, 2002, the Company
increased its inventory levels by approximately $325,000 in anticipation of
increased sales volumes. Due to the continued work on the design improvements
initiated on the new PFT product line, the sales volume of PFT products has
continued to be lower than anticipated.
At September 30, 2002, the Company had working capital of approximately
$1,049,000 and its current ratio (current assets to current liabilities) was
2.65 to 1. The Company's cash burn rate was fairly consistent for the year ended
December 31, 2001 but has slowly been decreasing through the nine months ended
September 30, 2002. Currently, cash flows from sales are not sufficient to
support the Company's operations. The Company has experienced increased cash
flows from 2002 sales activity, however, additional cash will still be needed.
The Company will continue to try to reduce its burn rate in an effort to achieve
positive cash flows from operations.
During 2000, the Company invested the funds received from its private
placements into corporate bonds, certificates of deposits and for a brief
period, in international bonds. The investment portfolio was managed by Salomon
Smith Barney, who in April 2001 extended a credit line loan to the Company,
which was collateralized by the investment portfolio. As of November 2002, the
Company had sold all of its investments, the proceeds of which were used to
repay the Company's loan on investments in April 2002 and to fund operations.
On March 28, 2002, the Company executed a commitment letter with one of its
shareholders to fund up to $2.5 million through March 31, 2003. Under the terms
of the commitment, the Company may draw amounts as needed in multiples of
$500,000 to fund operations subject to Board of Director approval. Amounts drawn
bear interest at a rate of 4.75% per annum and become due and payable on
December 31, 2003 or upon a change in control of the Company or consummation of
any other financing arrangement over $3 million. In consideration, the Company
granted such shareholder 100,000 common stock purchase warrants at an exercise
price equal to the closing market price of the Company's stock on the date of
grant. The fair value of the warrants granted was estimated at $318,000.
Management believes that the commitment received from its shareholder will
be sufficient to sustain the Company's operations through December 31, 2002.
However, if the commitment does not continue to fund operations for any reason
or budgeted sales levels are not achieved, the Company may have to modify its
business plan, reduce or discontinue some of its operations or seek a buyer for
part of its assets to continue as a going concern through 2002. The Company is
contemplating various other sources of funding such as a private placement.
The Company believes it has sufficient cash for fiscal year 2002, and while
the Company believes it can attain profitable operations in the future, there is
no assurance that sales will increase to the level required to generate
profitable operations to provide positive cash flow from operations, and there
is no assurance that the Company will not have to seek additional financing in
the future.
In May 2002, the Company executed a sixty-eight month agreement to lease a
new office and warehouse facility, with an anticipated move by December 2002.
This new facility, which is located near the existing office and warehouse
facility, consists of approximately 20,000 square feet for manufacturing and
distribution plus 5,000 square feet of office space. The lease includes the
option to expand the space up to an additional 24,000 square feet. A $235,000
security deposit was paid, which will be refunded ratably on an annual basis
over the first three years of the lease term beginning on the last day of the
first lease year, provided there has been no Event of Default, as defined, by
the Company. The total minimum lease payments over the term of the lease
aggregate approximately $820,000.
The Company's current office lease expires on March 31, 2003. The Company
is obligated to pay rent of approximately $38,000 through that date and has
accrued approximately $19,000 of rent expense, the Company's net obligation for
the period that the current office space will be vacant.
16
Consistent with industry practices, the Company may accept product returns
or provide other credits in the event that a distributor holds excess inventory
of the Company's products. The Company's sales are made on credit terms, which
vary depending on the nature of the sale. The Company believes it has
established sufficient reserves to accurately reflect the amount or likelihood
of product returns or credits and uncollectible receivables. However, there can
be no assurance that actual returns and uncollectible receivables will not
exceed the Company's reserves.
Sales of the Company's products will depend principally on end user demand
for such products and acceptance of the Company's products by original equipment
manufacturers ("OEM's"). The oil filtration industry has historically been
competitive and, as is typically the case with innovative products, the ultimate
level of demand for the Company's products is subject to a high degree of
uncertainty. Developing market acceptance, particularly worldwide, for the
Company's existing and proposed products will require substantial marketing and
sales efforts and the expenditure of a significant amount of funds to inform
customers of the perceived benefits and cost advantages of its products.
Impact of Inflation
Inflation has not had a significant impact on the Company's operations.
However, any significant decrease in the price for oil or labor, environmental
compliance costs, and engine replacement costs could adversely impact the
Company's end users cost/benefit analysis as to the use of the Company's
products.
Item 3. Controls and Procedures
(a) Evaluation of Disclosure Controls and Procedures
Puradyn Filter Technologies, Incorporated's Chief Executive Officer and
Chief Financial Officer have evaluated the Company's disclosure controls and
procedures as of November 14, 2002, and they concluded that these controls and
procedures are effective.
(b) Changes in Internal Controls
There are no significant changes in internal controls or in other factors
that could significantly affect these controls subsequent to November 14, 2002.
Part II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
Certain litigation involving the Company is described in the Company's Form
10-KSB for the year ended December 31, 2001. Subsequent to the filing of such
Form 10-KSB, no material developments have occurred with respect to such
litigation with the exception of the reversal on April 24, 2002 of the judgment
for attorney's fees and court costs and the release of the bond related to the
Malt litigation case (see Note 4 to Condensed Consolidated Financial
Statements).
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
None
ITEM 3. DEFAULT UPON SENIOR SECURITIES
None
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
On July 9, 2002, the Company held its Annual Meeting of Shareholders. At
the meeting, 13,816,166 Common Shares (88.69% of the Common Shares outstanding)
were voted. Shareholders voted in person or by proxy for the following purposes.
17
(a) Shareholders voted to elect seven directors, each to serve for a
term of one year, as follows:
DIRECTOR FOR WITHHELD AUTHORITY
-------------------- -------------- -------------------
Joseph V. Vittoria 13,816,166 25,210
Richard C. Ford 13,813,166 28,210
Kevin G. Kroger 13,813,166 28,210
Alan J. Sandler 13,813,166 28,210
Peter H. Stephaich 13,816,166 25,210
Ottavio Serena 13,816,166 25,210
Michael Castellano 13,816,166 25,210
(b) Shareholders voted to approve and ratify the appointment of Ernst &
Young LLP, independent certified public accountants, as the Company's
independent auditors for the year ending December 31, 2002. 13,788,922 shares
were voted in favor of this proposal, 48,740 shares were voted against and there
were 3,714 abstentions.
(c) Shareholders voted to approve the amendment to the Certificate of
Incorporation to increase the authorized number of shares of common stock from
20,000,000 to 30,000,000. 13,632,434 shares were voted in favor of this
proposal, 201,332 shares were voted against and there were 7,610 abstentions.
ITEM 5. OTHER INFORMATION
None
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
a) Exhibits:
99.1 - Certification of Chief Executive Officer
99.2 - Certification of Chief Financial Officer
b) Reports on Form 8-K.
None
18
SIGNATURES
In accordance with the requirements of the Exchange Act, Puradyn Filter
Technologies, Incorporated caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
PURADYN FILTER TECHNOLOGIES, INCORPORATED
(Registrant)
By /s/ Lisa M. De La Pointe Date: November 14, 2002
---------------------------------------------
Lisa M. De La Pointe, Chief Financial Officer
19
CERTIFICATIONS
I, Richard C. Ford, Chief Executive Officer, certify that:
1. I have reviewed this quarterly report on Form 10-QSB of Puradyn Filter
Technologies, Incorporated (Puradyn);
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and cash
flows of Puradyn as of, and for, the periods presented in this quarterly
report;
4. Puradyn's other certifying officers and I are responsible for establishing
and maintaining disclosure controls and procedures (as defined in Exchange
Act Rules 13a-14 and 15d-14) for Puradyn and we have:
a) Designed such disclosure controls and procedures to ensure that
material information relating to Puradyn, including its consolidated
subsidiary, is made known to us by others within that entity,
particularly during the period in which this quarterly report is being
prepared;
b) Evaluated the effectiveness of Puradyn's disclosure controls and
procedures as of a date within 90 days prior to the filing date of
this quarterly report (the "Evaluation Date"); and
c) Presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. Puradyn's other certifying officers and I have disclosed, based on our most
recent evaluation, to Puradyn's auditors and the audit committee of its
board of directors:
a) All significant deficiencies in the design or operation of internal
controls which could adversely affect Puradyn's ability to record,
process, summarize and report financial data and have identified for
Puradyn's auditors any material weaknesses in internal controls; and
b) Any fraud, whether or not material, that involves management or other
employees who have a significant role in Puradyn's internal controls;
and
6. Puradyn's other certifying officers and I have indicated in this quarterly
report whether or not there were significant changes in internal controls or
in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any
corrective actions with regard to significant deficiencies and material
weaknesses.
Date: November 14, 2002
/s/ Richard C. Ford
---------------------------
Richard C. Ford
Chief Executive Officer
20
CERTIFICATIONS
I, Lisa M. De La Pointe, Chief Financial Officer, certify that:
1. I have reviewed this quarterly report on Form 10-QSB of Puradyn Filter
Technologies, Incorporated (Puradyn);
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and cash
flows of Puradyn as of, and for, the periods presented in this quarterly
report;
4. Puradyn's other certifying officers and I are responsible for establishing
and maintaining disclosure controls and procedures (as defined in Exchange
Act Rules 13a-14 and 15d-14) for Puradyn and we have:
a) Designed such disclosure controls and procedures to ensure that
material information relating to Puradyn, including its consolidated
subsidiary, is made known to us by others within that entity,
particularly during the period in which this quarterly report is being
prepared;
b) Evaluated the effectiveness of Puradyn's disclosure controls and
procedures as of a date within 90 days prior to the filing date of
this quarterly report (the "Evaluation Date"); and
c) Presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. Puradyn's other certifying officers and I have disclosed, based on our most
recent evaluation, to Puradyn's auditors and the audit committee of its
board of directors:
a) All significant deficiencies in the design or operation of internal
controls which could adversely affect Puradyn's ability to record,
process, summarize and report financial data and have identified for
Puradyn's auditors any material weaknesses in internal controls; and
b) Any fraud, whether or not material, that involves management or other
employees who have a significant role in Puradyn's internal controls;
and
6. Puradyn's other certifying officers and I have indicated in this quarterly
report whether or not there were significant changes in internal controls
or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any
corrective actions with regard to significant deficiencies and material
weaknesses.
Date: November 14, 2002
/s/ Lisa M. De La Pointe
---------------------------
Lisa M. De La Pointe
Chief Financial Officer
21