UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) November 14, 2013
PURADYN FILTER TECHNOLOGIES INCORPORATED |
(Exact name of registrant as specified in its charter) |
Delaware | 001-11991 | 14-1708544 |
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
2017 High Ridge Road, Boynton Beach, FL | 33426 |
(Address of principal executive offices) | (Zip Code) |
Registrant's telephone number, including area code | (561) 547-9499 |
not applicable |
(Former name or former address, if changed since last report) |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 2.02
Results of Operations and Financial Condition.
On November 14, 2013, Puradyn Filter Technologies Incorporated (the “Company”) issued a press release announcing its financial results for the three and nine months ended September 30, 2013. A copy of this press release is included as Exhibit 99.1 to this report.
Pursuant to General Instruction B.2 of Form 8-K, the information in this Item 2.02 of Form 8-K, including Exhibit 99.1, is being furnished pursuant to Item 2.02 and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise be subject to the liabilities of that section, nor is it incorporated by reference into any filing of the Company under the Securities Act of 1933 or the Securities Exchange Act of 1934, whether made before or after the date hereof, regardless of any general incorporation language in such filing.
Item 7.01
Regulation FD Disclosure.
As disclosed in Item 2.02 above, on November 14, 2013, the Company issued a press release, which is attached as Exhibit 99.1 hereto, announcing its financial results for the three and nine months ended September 30, 2013. A copy of this press release is included as Exhibit 99.1 to this report.
Pursuant to General Instruction B.2 of Form 8-K, the information in this Item 7.01 of Form 8-K, including Exhibit 99.1, is being furnished pursuant to Item 2.02 and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise be subject to the liabilities of that section, nor is it incorporated by reference into any filing of the Company under the Securities Act of 1933 or the Securities Exchange Act of 1934, whether made before or after the date hereof, regardless of any general incorporation language in such filing.
Item 9.01 Financial Statements and Exhibits.
(d)
Exhibits
Exhibit No. |
| Description |
99.1 |
| Press release dated November 14, 2013. |
2
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| PURADYN FILTER TECHNOLOGIES INCORPORATED | |
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Date: November 14, 2013 | By: | /s/ Joseph V. Vittoria |
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| Joseph V. Vittoria, Chairman and Chief Executive Officer |
3
EXHIBIT 99.1
Puradyn Announces 3rd Quarter Unaudited Financial Results
Boynton Beach, FL – November 14, 2013 - Puradyn Filter Technologies Incorporated (OTCQB: PFTI), the global bypass oil filtration system manufacturer, today reported unaudited results of operations for the third fiscal quarter ended September 30, 2013.
Net sales for the three months ended September 30, 2013, increased $91,551, or 19%, from $472,743 for the three months ended September 30, 2012 to $564,294 for the three months ended September 30, 2013. Net sales year-to-date for the nine-month period decreased by 14% or $289,172; from approximately $2.03 million in 2012 to approximately $1.74 million in 2013.
Gross profit, as a percentage of net sales, increased from 17% in the three months ended September 30, 2012 to 32% in the three months ended September 30, 2013. Gross profit, as a percentage of net sales, decreased by 1%, from 27% in the nine months ended September 30, 2012, to 26% in the nine months ended September 30, 2013. The increase in cost of goods sold, which results in a lower gross profit, is primarily attributable to the reserve for slow moving inventory of $42,702 recorded during the nine months ended September 30, 2013 and the increased allocation of manufacturing overhead due to lower than expected sales, which was offset by lower costs for some materials, as we changed suppliers and reduced charges for scrap materials.
The Company reported a net loss of approximately $235,000 or ($0.00) per share, basic and diluted, for the quarter ended September 30 2013, compared to a net loss of approximately $1.12 million or ($0.02) per share, basic and diluted, for the quarter ended September 30 2012; and a net loss of approximately $1.13 million or ($0.02) per share, basic and diluted for the nine months ended September 30, 2013, compared to a net loss $1.63 million or ($0.03) per share, basic and diluted for the nine months ended September 30, 2012. Basic and diluted weighted average shares used in the calculation for the three-months ended 2013 and 2012 were 48,538,577, and 47,282,631, respectively.
Kevin G. Kroger, President and COO, said, “Our 2013 third quarter sales are a welcome improvement over the third quarter of 2012. However, while 2013 year-to-date has been disappointing, a stronger flow of orders in October is encouraging.”
For further discussion relevant to the Company’s financial status, you can request a copy of the Company’s quarterly report on Form 10-Q at (561) 547-9499, or go to the Investor Relations section of the Company’s website at www.puradyn.com. A copy is also available at the SEC website, www.sec.gov.
About Puradyn Filter Technologies Incorporated
Puradyn (OTCBB: PFTI) designs, manufactures and markets the puraDYNâ Oil Filtration System, the most effective bypass oil filtration product on the market today. It continuously cleans lubricating oil and maintains oil viscosity to safely and significantly extend oil change intervals and engine life. Effective for internal combustion engines, transmissions and hydraulic applications, the Company's patented and proprietary system is a cost-effective and energy-conscious solution. puraDYN® equipment was selected as the manufacturer used by the US Department of Energy in a three-year evaluation to research and analyze the performance, benefits and cost analysis of bypass oil filtration technology.
STATEMENTS IN THIS PRESS RELEASE WHICH ARE NOT HISTORICAL DATA ARE FORWARD-LOOKING STATEMENTS WHICH INVOLVE KNOWN AND UNKNOWN RISKS, UNCERTAINTIES OR OTHER FACTORS NOT UNDER THE COMPANY’S CONTROL, INCLUDING BUT NOT LIMITED TO THE POSSIBLE INABILITY TO RAISE CAPITAL FUNDS, LACK OF PROTECTION FROM INTELLECTUAL PROPERTY, VULNERABILITY BECAUSE OF MANUFACTURING A LIMITED NUMBER OF PRODUCTS, DEPENDENCE ON DISTRIBUTORS, ORDERS PREVIOUSLY STATED IN THIS PRESS RELEASE MAY NOT MATERIALIZE, AND THE POSSIBILITY THAT THE PRODUCTS DO NOT MEET CUSTOMERS’ NEEDS, WHICH MAY CAUSE ACTUAL RESULTS, PERFORMANCE OR ACHIEVEMENTS OF THE COMPANY TO BE MATERIALLY DIFFERENT FROM THE RESULTS, PERFORMANCE OR OTHER EXPECTATIONS IMPLIED BY THESE FORWARD-LOOKING STATEMENTS. THESE FACTORS INCLUDE, BUT ARE NOT LIMITED TO, THOSE DETAILED IN THE COMPANY’S PERIODIC FILINGS WITH THE SECURITIES AND EXCHANGE COMMISSION.
Puradyn Filter Technologies Incorporated
Condensed Consolidated Statements of Operations
(unaudited)
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| Three Months Ended September 30 |
| Nine Months Ended |
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| 2013 |
| 2012 |
| 2013 |
| 2012 |
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Net sales |
| $ | 564,294 |
| $ | 472,743 |
| $ | 1,739,172 |
| $ | 2,028,344 |
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Cost of products sold |
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| 383,291 |
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| 394,167 |
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| 1,292,854 |
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| 1,480,913 |
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Gross profit |
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| 181,003 |
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| 78,576 |
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| 446,318 |
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| 547,431 |
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Costs and expenses: |
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Salaries and wages |
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| 263,680 |
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| 270,835 |
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| 817,819 |
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| 822,114 |
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Selling and administrative |
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| 232,539 |
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| 271,967 |
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| 740,724 |
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| 758,995 |
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| 496,219 |
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| 542,802 |
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| 1,558,543 |
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| 1.581,109 |
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Loss from operations |
|
| (315,216 | ) |
| (464,226 | ) |
| (1,112,225 | ) |
| (1,033,678 | ) |
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Other income (expense): |
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Realized Gain on Foreign Currency Translation Adjustment |
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| — |
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| — |
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| — |
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| 146,255 |
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Loss on notes receivable |
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| — |
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| (611,250 | ) |
| — |
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| (611,250 | ) |
Other income |
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| 136,273 |
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| — |
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| 146,273 |
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| — |
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Interest expense |
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| (55,918 | ) |
| (45,234 | ) |
| (159,810 | ) |
| (127,136 | ) |
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Total other expense, net |
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| 80,355 |
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| (656,484 | ) |
| (13,537 | ) |
| (592,131 | ) |
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Loss before income taxes |
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| (234,861 | ) |
| (1,120,710 | ) |
| (1,125,762 | ) |
| (1,625,809 | ) |
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Income tax expense |
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| — |
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| — |
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| — |
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| — |
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Net loss |
| $ | (234,861 | ) | $ | (1,120,710 | ) | $ | (1,125,762 | ) | $ | (1,625,809 | ) |
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Basic and diluted loss per common share |
| $ | (0.00 | ) | $ | (0.02 | ) | $ | (0.02 | ) | $ | (0.03 | ) |
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Weighted average common shares outstanding (basic and diluted) |
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| 48,538,577 |
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| 47,282,631 |
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| 48,294,241 |
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| 47,174,355 |
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See accompanying notes to condensed consolidated unaudited financial statements included in the Company’s 10-Q
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CONTACT:
Kathryn Morris Director Corporate Communications (T) 561 547 9499, x 226 investor-relations@puradyn.com http://www.puradyn.com |