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 MARCH 31, 2003
{ } 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
-----------------------------------
PURADYN FILTER TECHNOLOGIES, INCORPORATED
-----------------------------------------------------------------------------
(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)
2017 High Ridge Road, Boynton Beach, Florida 33426
--------------------------------------------------
(Address of principal executive offices) (Zip Code)
Issuer's telephone number (561)-547-9499
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: 15,682,164 shares of common stock
were outstanding as of May 9, 2003.
Puradyn Filter Technologies, Incorporated
Index to Quarterly Report on Form 10-QSB
Page
Part I. Financial Information
Item 1. Financial Statements (Unaudited)
Condensed Consolidated Balance Sheet - March 31, 2003 ................. 3
Condensed Consolidated Statements of Operations - Three months ended
March 31, 2003 and 2002 ............................................... 4
Condensed Consolidated Statements of Cash Flows - Three months ended
March 31, 2003 and 2002 ............................................... 5
Notes to Condensed Consolidated Financial Statements .................. 6
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations ............................................ 12
Part II. Other Information
Item 1. Legal Proceedings ................................................ 18
Item 2. Changes in Securities and Use of Proceeds ........................ 18
Item 4. Submission of Matters to a Vote of Security Holders .............. 18
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
March 31, 2003
(Unaudited)
Assets
Current assets:
Cash and cash equivalents $ 459,556
Accounts receivable, net of allowance for uncollectible accounts of $21,220 743,039
Inventories 1,229,923
Prepaid expenses and other current assets 284,900
------------
Total current assets 2,717,418
Property and equipment, net 690,787
Accrued interest receivable - stockholders notes 80,856
Deferred financing costs, net 316,147
Other noncurrent assets 193,973
------------
Total assets $ 3,999,181
============
Liabilities and stockholders' equity
Current liabilities:
Accounts payable $ 304,577
Accrued liabilities 464,266
Current portion of capital lease obligation 5,058
Deferred revenue 106,178
------------
Total current liabilities 880,079
Capital lease obligation, less current portion 1,350
Notes payable to stockholder 3,000,000
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; 15,682,164 issued and outstanding 15,682
Additional paid-in capital 31,847,040
Stockholder notes receivable (875,256)
Accumulated deficit (30,853,952)
Accumulated other comprehensive loss (15,762)
------------
Total stockholders' equity 117,752
------------
Total liabilities and stockholders' equity $ 3,999,181
============
See accompanying notes.
3
Puradyn Filter Technologies, Incorporated
Condensed Consolidated Statements of Operations
For the Three Months Ended March 31, 2003 and 2002
(Unaudited)
Three Months Ended
March 31,
2003 2002
---- ----
Net sales $ 752,457 $ 604,644
Costs and expenses:
Cost of products sold 680,924 538,334
Salaries and wages 446,019 391,149
Selling and administrative 528,172 465,473
------------ ------------
1,655,115 1,394,956
------------ ------------
Loss from operations (902,658) (790,312)
Other income (expense):
Investment income -- 59,363
Interest income 12,724 11,948
Interest expense (62,691) (31,862)
------------ ------------
Total other income (expense) (49,967) 39,449
------------ ------------
Net loss $ (952,625) $ (750,863)
============ ============
Basic and diluted loss per common share $ (0.06) $ (0.05)
============ ============
Weighted average common shares outstanding 15,663,513 15,545,706
============ ============
See accompanying notes.
4
Puradyn Filter Technologies, Incorporated
Condensed Consolidated Statements of Cash Flows
For the Three Months Ended March 31, 2003 and 2002
(Unaudited)
THREE MONTHS ENDED
MARCH 31,
2003 2002
---- ----
OPERATING ACTIVITIES
Net cash used in operating activities $(1,144,457) $(1,343,250)
----------- -----------
INVESTING ACTIVITIES
Proceeds from sales and maturities of investments -- 5,287,684
Purchases of property and equipment (17,026) --
----------- -----------
Net cash (used in) provided by investing activities (17,026) 5,287,684
----------- -----------
FINANCING ACTIVITIES
Proceeds from exercise of stock options 12,666 87,019
Proceeds from note payable secured by investments -- 1,300,500
Proceeds from notes payable to stockholder 1,000,000 --
Proceeds from short term loan payable to officer 100,000 --
Payments on short term loan payable to officer (100,000) --
Payments on note payable secured by investments -- (5,186,332)
Payment of capital lease obligations (920) (1,066)
----------- -----------
Net cash provided by (used in) financing activities 1,011,746 (3,799,879)
----------- -----------
Effect of exchange rate changes on cash and cash
equivalents (23,731) 6,215
----------- -----------
(Decrease) increase in cash and cash equivalents (173,468) 150,770
Cash and cash equivalents at beginning of period 633,024 974,039
----------- -----------
Cash and cash equivalents at end of period 459,556 1,124,809
Less restricted cash -- (22,238)
----------- -----------
Unrestricted cash and cash equivalents $ 459,556 $ 1,102,571
=========== ===========
SUPPLEMENTAL CASH FLOW INFORMATION
Cash paid for interest $ 21,831 $ 31,862
=========== ===========
NONCASH INVESTING AND FINANCING ACTIVITIES
Net unrealized loss on available-for-sale investments $ -- $ (28,283)
=========== ===========
Receivable from stock option exercise $ 20,000 $ --
=========== ===========
Warrants issued for deferred financing costs $ 212,500 $ 318,000
=========== ===========
Common stock options issued in lieu of officer cash bonus $ 80,000 $ --
=========== ===========
See accompanying notes.
5
Puradyn Filter Technologies, Incorporated
Notes to Condensed Consolidated Financial Statements
March 31, 2003
(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 three-month
period ended March 31, 2003 may not necessarily be indicative of the results
that may be expected for the year ending December 31, 2003.
For further information, refer to Puradyn Filter Technologies, Incorporated's
(the Company) consolidated financial statements and footnotes thereto included
in the Form 10-KSB for the year ended December 31, 2002.
Recent Accounting Pronouncements
In April 2002, the Financial Accounting Standards Board (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 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 became
effective for the Company on January 1, 2003. The adoption of the new statement
did not have an effect on the Company's financial position or the results of its
operations.
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 is effective for exit or disposal activities that are initiated after
December 31, 2002. The adoption of the new statement did not have an effect on
the Company's financial position or the results of its operations.
In December 2002, the FASB issued SFAS No. 148, Accounting for Stock-Based
Compensation-Transition and Disclosure (SFAS 148). SFAS 148 amends SFAS No. 123,
Accounting for Stock-Based Compensation (SFAS 123), to provide alternative
methods of transition to SFAS 123's fair value method of accounting for
stock-based employee compensation. SFAS 148 also amends the disclosure
provisions of SFAS 123 and APB Opinion No. 28, Interim Financial Reporting, to
require disclosure in the summary of significant accounting policies of the
effects of an entity's accounting policy with respect to stock-based employee
compensation on reported net income and earnings per share in annual and interim
financial statements. SFAS 148 does not require companies to account for
6
employee stock options using the fair value method proscribed by SFAS 123. The
adoption of the new statement did not have an effect on the Company's financial
position or the results of its operations. Additional disclosures required for
interim periods by SFAS 148 are included in this report.
In March 2003, the FASB issued SFAS No. 149, Accounting for Certain Financial
Instruments with Characteristics of Liabilities and Equity (SFAS 149). This
statement establishes standards for classification of certain financial
instruments that have characteristics of both liabilities and equity in the
statement of financial position. This statement will be effective upon issuance
for all contracts created or modified after the date the statement is issued and
otherwise effective at the beginning of the first interim period beginning after
June 15, 2003. The Company does not believe that the adoption of this standard
will have a material effect on its financial position or the results of its
operations.
In November 2002, the FASB issued Interpretation No. 45, Guarantor's Accounting
and Disclosure Requirements for Guarantees, Including Indirect Guarantees of
Indebtedness of Others (FIN 45). FIN 45 requires that certain guarantees be
initially recorded at fair value, which is different from the general current
practice of recording a liability only when a loss is probable and reasonably
estimable. FIN 45 also requires a guarantor to make significant new disclosures
for virtually all guarantees. The Company adopted the disclosure requirements
under FIN 45 for the year ended December 31, 2002 and will adopt the initial
recognition and initial measurement provisions for any guarantees issued or
modified after December 31, 2002. The adoption of the new interpretation did not
have an effect on the Company's financial position or the results of its
operations.
In January 2003, the FASB issued Interpretation No. 46, Consolidation of
Variable Interest Entities - an Interpretation of ARB No. 51 (FIN 46), which
addresses consolidation of variable interest entities. FIN 46 expands the
criteria for consideration in determining whether a variable interest entity
should be consolidated by a business entity, and requires existing
unconsolidated variable interest entities (which include, but are not limited
to, Special Purpose Entities, or SPEs) to be consolidated by their primary
beneficiaries if the entities do not effectively disperse risks among parties
involved. This interpretation applies immediately to variable interest entities
created after January 31, 2003, and to variable interest entities in which an
enterprise obtains an interest after that date. It applies in the first fiscal
year or interim period beginning after June 15, 2003, to variable interest
entities in which an enterprise holds a variable interest that it acquired
before February 1, 2003. The Company does not believe that the adoption of this
pronouncement will have a material effect on its financial position or the
results of its operations.
In November 2002, the Emerging Issues Task Force (EITF) reached a consensus on
EITF Issue No. 00-21, Revenue Arrangements with Multiple Deliverables (EITF
00-21). EITF 00-21 addresses certain aspects of the accounting by a company for
arrangements under which it will perform multiple revenue-generating activities.
In applying EITF 00-21, generally, separate contracts with the same customer
that are entered into at or near the same time are presumed to have been
negotiated as a package and should, therefore, be evaluated as a single
contractual arrangement. It also addresses how contract consideration should be
measured and allocated to the separate deliverables in the arrangement. This
pronouncement is applicable to revenue arrangements entered into beginning in
2004. The Company does not believe that the adoption of this pronouncement will
have a material effect on its financial position or the results of its
operations.
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
7
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
2,857,137 and 2,299,611 for the three-months ended March 31, 2003 and 2002,
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 March 31, 2003:
Raw materials $ 958,620
Finished goods 271,303
----------
$1,229,923
==========
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. Amortization of deferred financing costs is
included in interest expense and totaled approximately $38,000 for the
three-months ended March 31, 2003. There was no amortization of deferred
financing costs during the three months ended March 31, 2002. The deferred
financing costs related to the $2.5 million commitment provided by the Company's
stockholder were being 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. On March 14, 2003, the
Company recorded additional deferred financing costs of $212,500 related to an
additional $3.5 million commitment provided by the same stockholder, with a
payback date of December 31, 2004. In addition, the original commitment was
amended to extend the repayment period for the $2.5 million commitment through
December 31, 2004. Effective March 14, 2003, the Company is amortizing the
remaining deferred financing costs for the $2.5 million commitment prospectively
over the extended payback period.
Stock Option Plans
The Company accounts for its stock-based plans under Accounting Principles Board
Opinion No. 25, Accounting for Stock Issued to Employees (APB 25) and FASB
Interpretation No. 44, Accounting for Certain Transactions involving Stock
Compensation (FIN 44), and provides pro forma disclosures of the compensation
expense determined under the fair value provisions of SFAS 123. The Company does
not record compensation expense using the fair value provisions, because the
alternative fair value accounting provided for under SFAS 123 requires the use
of option valuation models that were not developed for use in valuing employee
stock options. Under APB 25, since the exercise price of the Company's employee
stock options equals the market price of the underlying stock on the date of
grant, no compensation expense is recognized.
8
The Company leases its employees from a payroll leasing company. The Company's
leased employees meet the definition of employees as specified by FIN 44 for
purposes of applying APB 25.
Stock options and warrants issued to consultants and other non-employees as
compensation for services provided to the Company are accounted for based on the
fair value of the services provided or the estimated fair market value of the
option or warrant, whichever is more reliably measurable in accordance with SFAS
123 and EITF 96-18, Accounting for Equity Investments That are Issued to Other
Than Employees for Acquiring or in Conjunction with Selling Goods or Services.
The related expense is recognized over the period the services are provided.
Pro forma information regarding net loss and loss per common share as if the
Company had accounted for its employee stock options under the fair value method
of SFAS 123 is presented below. For purposes of pro forma disclosure, the
estimated fair value of the options is amortized to expense over the options'
vesting period. The Company's pro forma information is as follows:
THREE MONTHS ENDED MARCH 31,
2003 2002
---- ----
Net loss as reported $ (952,625) $ (750,863)
Stock based employee compensation cost -- --
Fair value method stock option expense (347,883) (517,969)
-------------- --------------
Pro forma net loss $ (1,300,508) $ (1,268,832)
============== ==============
Loss per common share:
Basic and diluted loss as reported $ (0.06) $ (0.05)
Basic and diluted loss pro forma $ (0.08) $ (0.08)
Weighted Average Fair Value Per Option
Granted During the Period(1) $ 1.34 $ 2.65
Assumptions:
Average Risk Free Interest Rate 1.70% 4.00%
Average Volatility Factor 1.218 1.256
Expected Dividend Yield 0% 0%
Expected Life 4 years 5 years
(1) A Black-Scholes option-pricing model was used to develop the fair values of
the options granted.
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.
Amounts billed to customers in sales transactions related to shipping and
handling, represent revenues earned for the goods provided and are included in
net sales. Costs of shipping and handling are included in cost of products sold.
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
9
transactions that 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-months ended March
31, 2003 and 2002:
THREE MONTHS ENDED
MARCH 31,
2003 2002
Net loss
$(952,625) $(750,863)
--------- ---------
Other comprehensive income (loss):
Unrealized loss on available for-sale securities -- (45,911)
Less: Reclassification adjustment for
losses included in net loss -- 17,628
--------- ---------
Net unrealized loss on available-for-sale
securities -- (28,283)
Foreign currency translation adjustment (23,731) 4,765
--------- ---------
Comprehensive loss $(976,356) $(774,381)
========= =========
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 $1,144,000 and
$1,343,000 during the three months ended March 31, 2003 and 2002, 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.
The Company has experienced increased cash flows from 2002 and 2003 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 binding agreement with one of its
stockholders, who is also a director, to fund up to $2.5 million through March
31, 2003. Under the terms of the agreement, the Company could draw amounts as
needed in multiples of $500,000 to fund operations subject to Board of Director
approval. Amounts drawn bear interest at the prime rate (4.25% as of March 31,
2003) payable monthly and 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 March 2003, the payback date was extended to December 31, 2004. In
consideration for the stockholder entering into this agreement the Company
granted the stockholder 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. As of March 31, 2003, the Company had drawn $2,500,000 of the available
funds.
On March 14, 2003, the Company executed a second binding agreement with the same
stockholder to fund up to an additional $3.5 million through December 31, 2003.
Under the terms of the second agreement, the Company can draw amounts as needed
in multiples of $500,000 to fund operations subject to Board of Director
approval. Amounts drawn bear interest at the prime rate payable monthly and
become due and payable on December 31, 2004 or upon a change in control of the
Company or consummation of any other financing over $7 million. In
consideration, the Company granted the stockholder 125,000 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).
10
Management believes that the commitment received from its stockholder will be
sufficient to sustain the Company's operations through December 31, 2003.
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 2003. The Company is contemplating
various other sources of funding such as a private placement, however, there can
be no assurance that the Company will complete a private placement or obtain
additional funding from any other sources.
3. STOCK-BASED COMPENSATION
During the three-month periods ended March 31, 2003 and 2002, the Company
recognized compensation expense of approximately $34,000 and a credit to
operations of approximately $138,000, respectively, relating to variable option
awards outstanding, which are included in selling and administrative expenses.
On March 28, 2002, the Company recorded a deferred charge of $318,000 for the
issuance of 100,000 fully vested warrants to purchase common stock relating to a
financing agreement with one of its stockholders, who is also a director, to
fund up to $2.5 million through March 31, 2003 (see Note 2). The fair value of
the deferred charge was estimated at the date of grant using a Black-Scholes
option pricing model with the following assumptions: risk free interest rate of
4.65%, volatility factors of the expected market price of the Company's common
stock of 1.385, a dividend yield of zero, and a weighted average expected life
of 3 years. The warrants have an exercise price of $4.05. The deferred charge
was initially amortized over the commitment period and subsequently revised to
include the repayment period, which was extended to December 31, 2004.
On March 14, 2003, the Company executed a second binding agreement with the same
stockholder to fund up to an additional $3.5 million through December 31, 2003
(see Note 2). In consideration, the Company granted the stockholder 125,000
common stock purchase warrants. The fair value of the warrants was estimated at
the date of grant using a Black-Scholes option pricing model with the following
assumptions: risk free interest rate of 1.70%, volatility factors of the
expected market price of the Company's common stock of 1.142, a dividend yield
of zero, and a weighted average expected life of 4 years. The warrants have an
exercise price of $2.25. The estimated fair value of $212,500 was recorded as a
deferred charge and is being amortized through the repayment period, which is
December 31, 2004.
For the three-months ended March 31, 2003, approximately $38,000 of deferred
financing costs were amortized related to both agreements and are recorded in
interest expense in the accompanying condensed consolidated statement of
operations. There was no amortization of deferred financing costs during the
three-months ended March 31, 2002.
During the three-months ended March 31, 2003 and 2002, employees of the Company
exercised 33,775 and 81,500, respectively of common stock options. The Company
received $12,666 and $87,000, respectively, in proceeds in exchange for the
shares issued. The Company received $20,000 of proceeds in April of 2003 related
to stock option exercises that were transacted in the three-month period ended
March 31, 2003. This amount was recorded in prepaid expenses and other current
assets in the accompanying condensed consolidated balance sheet.
4. NOTE PAYABLE TO STOCKHOLDER
As of March 31, 2003, the Company has drawn in aggregate $3,000,000 from two
available lines-of-credit, which are provided by a stockholder, who is also a
director, of the Company (see Notes 2 and 3). Amounts drawn bear interest at the
prime rate (4.25% as of March 31, 2003) payable monthly and become due and
payable on December 31, 2004 or upon a change in control of the Company or
consummation of any other financing over $3 million for the initial commitment
of $2.5 million and over $7 million for both the $2.5 and $3.5 million
commitments in the aggregate. For the three-months ended March 31, 2003 and
2002, the Company recorded approximately $24,000 and zero, respectively, of
interest expense related to the notes payable to stockholder, which is recorded
in the accompanying condensed consolidated statement of operations.
11
5. COMMITMENTS AND CONTINGENCIES
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.
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, 2002, the trial court ordered the Company to pay the sum of $18,049
for the patent owner's attorney's fees and court costs, 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. In April
2003, the patent owner posed two discovery requests, in order to extend the
automatic dismissal of his claim.
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, 2002.
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
12
("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 in conjunction with FRAM's full flow
filter so as 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
projected 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 continues to work 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.
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 and 2003; however there can be no assurance that
revenues for 2003 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 condensed 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.
13
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.
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.
14
RESULTS OF OPERATIONS FOR THE THREE-MONTHS ENDED MARCH 31, 2003 COMPARED TO THE
THREE-MONTHS ENDED MARCH 31, 2002
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 March 31, 2003 to the
three-months ended March 31, 2002:
(In thousands) Three Months Ended March 31,
2003 2002 Change
Net sales $ 752 $ 605 $ 147
------- ------- -------
Costs and expenses:
Cost of products sold 681 538 143
Salaries and wages 446 391 55
Selling and administrative 528 466 62
------- ------- -------
Total costs and expenses 1,655 1,395 260
------- ------- -------
Other (expense) income:
Investment income -- 59 (59)
Interest income 13 12 1
Interest expense (63) (32) (31)
------- ------- -------
Total other (expense) income (50) 39 (89)
------- ------- -------
Net loss $ (953) $ (751) $ (202)
======= ======= =======
NET SALES
Net sales increased by approximately 24% from approximately $605,000 in 2002 to
approximately $752,000 in 2003 primarily as a result of the commencement of the
Company's strategic alliance with Honeywell's Consumer Products Group (HCPG),
coupled with continued sales to international OEMs and work with specific
strategic customers. Sales to two customers accounted for approximately 41% amd
10% of the sales for the three-months ended March 31, 2003. For the three-months
ended March 31, 2002, one customer accounted for approximately 51% of sales. The
UK subsidiary's sales of approximately $161,000 and $116,000, contributed 21%
and 19% of total net sales for the three-month periods ended March 31, 2003 and
March 31, 2002, respectively.
COST OF PRODUCTS SOLD
Cost of products sold increased by approximately 27% from $538,000 in 2002 to
$681,000 in 2003. The increase is primarily due to the 24% increase in net
sales, however, is also higher due to increased manufacturing overhead costs
resulting from the move to a larger manufacturing facility at the end of 2002.
SALARIES AND WAGES
Salaries and wages increased approximately $55,000, or 14%, due to the addition
of three employees as well as normal adjustments for vacation accruals and
salary increases.
SELLING AND ADMINISTRATIVE EXPENSES
Selling and administrative expenses increased by approximately 13% from $466,000
for the three months ended March 31, 2002 to $528,000 for the three months ended
March 31, 2003, which was primarily due to the change in compensation expense of
approximately $172,000 related to variable stock option accounting. The Company
recorded a credit to selling and administrative expenses of approximately
$138,000 compared with compensation expense of approximately $34,000 for the
three months ended March 31, 2002 and 2003, respectively.
Excluding the effects of variable stock option accounting, selling and
administrative expenses actually decreased by approximately $110,000, or 18%,
due to decreased spending in test and research and advertising expenses.
INVESTMENT INCOME
During the three-months ended March 31, 2002, the Company had investments in
bonds, for which approximately $59,000 of net investment income was earned. The
Company sold substantially all of its bond investments in April and May of 2002.
INTEREST EXPENSE
Interest expense increased by approximately $31,000 due to the amortization of
financing costs and interest expense related to the notes payable to
stockholder, less the interest expense that the Company incurred on the loan
secured by the investment portfolio, which was paid off by April 2002.
15
LIQUIDITY AND CAPITAL RESOURCES
As of March 31, 2003, the Company had cash and cash equivalents of
approximately $460,000. For the three-month period ended March 31, 2003, net
cash used in operating activities was approximately $1,144,000, which primarily
resulted from the net loss of approximately $953,000. Net cash used in investing
activities was approximately $17,000 for the purchase of property and equipment.
Net cash provided by financing activities was approximately $1,012,000 for the
period, primarily due to draws taken on the loans provided under a stockholder
commitment.
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.
At March 31, 2003, the Company had working capital of approximately
$1,837,000 and its current ratio (current assets to current liabilities) was
3.09 to 1. The Company's cash burn rate was fairly consistent for the year ended
December 31, 2002 but increased in December and through the first quarter of
2003, due to costs associated with the move to the new facility and due to
product enhancements that the Company has made which required rework to some of
the existing inventory. Management anticipates that these product enhancement
costs to existing inventory will be substantially completed by the end of the
second quarter of 2003. Currently, cash flows from sales are not sufficient to
support the Company's operations. The Company has experienced increased cash
flows from 2002 and 2003 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 deposit and for a brief
period, in international bonds. The investment portfolio was managed by Salomon
Smith Barney, who in April 2002 extended a credit line loan to the Company,
which was collateralized by the investment portfolio. As of July 2002, the
Company had sold all of its investments, the proceeds of which were used to
repay the Company's loan on investments in March and April 2002 and to fund
operations.
On March 28, 2002, the Company executed a binding agreement with one of
its stockholders, who is also a director, to fund up to $2.5 million through
March 31, 2003. Under the terms of the agreement, the Company could draw amounts
as needed in multiples of $500,000 to fund operations subject to Board of
Director approval. Amounts drawn bear interest at the prime rate (4.25% as of
March 31, 2003) payable monthly and 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 March 2003, the payback date was extended to
December 31, 2004. In consideration for the stockholder entering into this
agreement the Company granted the stockholder 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. As of March 31, 2003, the Company had drawn
$2,500,000 of the available funds.
On March 14, 2003, the Company executed a second binding agreement with
the same stockholder to fund up to an additional $3.5 million through December
31, 2003. Under the terms of the second agreement, the Company can draw amounts
as needed in multiples of $500,000 to fund operations subject to Board of
Director approval. Amounts drawn bear interest at the prime rate payable monthly
and become due and payable on December 31, 2004 or upon a change in control of
the Company or consummation of any other financing over $7 million. In
consideration, the Company granted the stockholder 125,000 common stock purchase
warrants at an exercise price equal to the closing market price of the Company's
stock on the date of grant.
Management believes that the commitment received from its stockholder
will be sufficient to sustain the Company's operations through December 31,
2003. 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 2003. The Company is
16
contemplating various other sources of funding such as a private placement,
however, there can be no assurance that the Company will complete a private
placement or obtain additional funding from any other sources.
The Company believes it has sufficient cash for the remainder of fiscal
year 2003, 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, and moved in December 2002. This
new facility, which is located near the former 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
$774,000.
The Company's former office lease expired on March 31, 2003. The
Company was obligated to pay rent of approximately $32,000 through that date of
which approximately $17,000 of rent expense was accrued in 2002, which was the
Company's net obligation for the period that the former office space was vacant.
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 May 14, 2003, 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 May 14, 2003.
17
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, 2002. Subsequent to the filing of such
Form 10-KSB, no material developments have occurred with respect to such
litigation except in April 2003, the patent owner in the Malt litigation case
posed two discovery requests, in order to extend the automatic dismissal of his
claim.
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
None
ITEM 5. OTHER INFORMATION
None
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
a) Exhibits:
99.1 - Certification of Chief Executive Officer
99.1 - 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: May 14, 2003
----------------------------------------
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: May 14, 2003
/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: May 14, 2003
/s/ Lisa M. De La Pointe
---------------------------
Lisa M. De La Pointe
Chief Financial Officer
21