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) August 14, 2012
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) |
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¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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¨ | 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 August 14, 2012, Puradyn Filter Technologies Incorporated (the “Company”) issued a press release announcing its financial results for the quarter ended June 30, 2012. 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 August 14, 2012, the Company issued a press release, which is attached as Exhibit 99.1 hereto, announcing its financial results for the quarter ended June 30, 2012. 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.
Exhibit No. |
| Description |
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| Press release dated August 14, 2012. |
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: August 23, 2012 | By: | /s/ Joseph V. Vittoria |
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| Joseph V. Vittoria, Chairman and Chief Executive Officer |
EXHIBIT 99.1
Puradyn Releases 2012 2nd Quarter Unaudited Financial Results
Boynton Beach, FL – August 14, 2012 - Puradyn Filter Technologies Incorporated (OTCQB: PFTI), the global bypass oil filtration system manufacturer, today reported unaudited results of operations for the second fiscal quarter ended June 30, 2012.
Net sales for the three months ended June 30, 2012 were $804,099 compared to $499,423 for the same period in 2011, an increase of 61%. Net sales for the six month period ending June 30, 2012 were approximately $1.56 million compared to approximately $1.38 million for the same time period in 2011, an increase of 12.5%.
The Company reported a net loss of $273,119 or ($0.01) per share, basic and diluted, for the three months ended June 30, 2012, compared to a net loss of $451,529 or ($0.01) per share, basic and diluted, for the same period in 2011; and a net loss of $505,097 or ($0.01) per share, basic and diluted, for the six months ended June 30, 2012, compared to a net loss of $777,966 or ($0.02) for the same period in 2011. Basic and diluted weighted average shares used in the calculation for the three-months ended 2012 and 2011 were 47,185,445 and 46,546,062, respectively.
Operating losses for the three months ended June 30, 2012 decreased by $178,843 or 44%, as compared to the same period in 2011. Gross profit income, as a percentage of net sales, increased from 20.5% in the three months ending June 30, 2011 to 36.0% in the three months ending June 30, 2012. Operating losses for the six months ended June 30 decreased by $125,966 or 18% in 2012 as compared to the same period in 2011. The net loss for the six months ending June 30, 2012 includes income from realized gains on foreign currency from former operations in the United Kingdom. Gross profit income, as a percentage of net sales, increased from 28.7% in the six months ending June 30, 2011 to 30.1% in the six months ending June 30, 2012.
Kevin G. Kroger, President and COO, noted, “The second quarter of 2012 has shown significant sales growth over the comparable period in 2011 and has led to a fourth consecutive quarter over quarter of sales growth.”
“Even though orders weakened somewhat during the month of July, August has shown signs of strengthening with significant new orders for our largest sized model, the TF-240. This is helping to confirm that we continue to expand our penetration in our targeted markets.”
Kroger concluded, “With the results of our first two quarters of this year and recent activity in August, we remain optimistic about continued growth in 2012.”
The Company’s quarterly report on Form 10-Q is available from the SEC website at http://www.sec.gov or the Investor Relations sections of the Company’s website at http://www.puradyn.com/.
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
For the Three Months and Six Months Ended June 30, 2012 and 2011
(Unaudited)
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| Three Months Ended |
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| Six Months Ended |
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| June 30, |
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| June 30, |
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| 2012 |
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| 2011 |
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| 2012 |
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| 2011 |
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Net sales |
| $ | 804,099 |
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| $ | 499,423 |
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| $ | 1,555,601 |
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| $ | 1,382,815 |
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Costs and expenses: |
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Cost of products sold |
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| 514,526 |
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| 397,146 |
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| 1,086,745 |
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| 986,319 |
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Salaries and wages |
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| 269,079 |
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| 268,628 |
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| 551,279 |
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| 542,792 |
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Selling and administrative |
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| 251,477 |
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| 243,475 |
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| 487,029 |
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| 549,122 |
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| 1,035,082 |
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| 909,249 |
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| 2,125,053 |
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| 2,078,233 |
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Loss from operations |
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| (230,983 | ) |
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| (409,826 | ) |
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| (569,452 | ) |
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| (695,418 | ) |
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Other income (expense): |
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Realized Gain on Foreign Currency |
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| — |
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| — |
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| 146,255 |
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| — |
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Interest income |
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| — |
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| 1 |
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| — |
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| 1 |
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Interest expense |
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| (42,136 | ) |
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| (41,704 | ) |
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| (81,900 | ) |
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| (82,549 | ) |
Total other expense, net |
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| (42,136 | ) |
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| (41,703 | ) |
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| 64,355 |
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| (82,548 | ) |
Loss before income taxes |
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| (273,119 | ) |
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| (451,529 | ) |
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| (505,097 | ) |
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| (777,966 | ) |
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 |
| $ | (273,119 | ) |
| $ | (451,529 | ) |
| $ | (505,097 | ) |
| $ | (777,966 | ) |
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Basic and diluted loss per common share |
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| $ | (0.01 | ) |
| $ | (0.01 | ) |
| $ | (0.01 | ) |
| $ | (0.02 | ) |
Weighted average common shares outstanding (basic and diluted) |
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| 47,185,445 |
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| 46,546,062 |
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| 47,119,622 |
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| 46,471,940 |
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CONTACT:
Puradyn
Kathryn Morris
Director, Corporate Communications
(T) 561 547 9499, x 226
investor-relations@puradyn.com
http://www.puradyn.com