1. Significant Accounting Policies
Puradyn Filter Technologies
Incorporated (the Company), a Delaware corporation, is engaged in the manufacturing, distribution and sale of bypass
oil filtration systems under the trademark Puradyn® primarily to companies with large fleets of vehicles and secondarily
to original vehicle equipment manufacturer aftermarket programs. The Company holds the exclusive worldwide manufacturing and marketing
rights for the Puradyn products pursuant to licenses for two patents and through direct ownership of various other patents.
Puradyn Filter Technologies,
Ltd. (Ltd.), a wholly owned subsidiary in the United Kingdom, was the distributor for the Companys products
in Europe, the Middle East and certain African countries. Ltds offices were closed in 2009. The results of the operations
of Ltd. have been included in the Companys statements of operations since Ltd.s formation on June 1, 2000.
New Accounting Pronouncements
In June, 2011, the
FASB issued ASU No. 2011-05, which amends ASC Topic 220, Comprehensive Income. Under the amendment, an entity has the option
to present the total of comprehensive income, the components of net income, and the components of other comprehensive income either
in a single continuous statement of comprehensive income or in two separate but consecutive statements. In both choices, an entity
is required to present each component of net income along with total net income, each component of other comprehensive income along
with a total for other comprehensive income, and a total amount for comprehensive income. This ASU eliminates the option to present
the components of other comprehensive income as part of the statement of changes in stockholders' equity. The amendments in this
ASU do not change the items that must be reported in other comprehensive income or when an item of other comprehensive income must
be reclassified to net income. The amendments in this ASU should be applied retrospectively.
Additionally, the FASB
issued a second amendment to ASC Topic 220 in December 2011, ASU No. 2011-12, which allows companies the ability to defer
certain aspects of ASU 2011-05. For public entities, these amendments are effective for fiscal years, and interim periods within
those years, beginning after December 15, 2011. The amendments do not require any transition disclosures.
On September 15,
2011, the FASB issued ASU 2011-08, Intangibles Goodwill and Other, which simplifies how an entity is required to test goodwill
for impairment. This ASU will allow an entity to first assess qualitative factors to determine whether it is necessary to perform
the two-step quantitative goodwill impairment test. Under the ASU, an entity would not be required to calculate the fair value
of a reporting unit unless the entity determines, based on a qualitative assessment, that it is more likely than not that its fair
value is less than its carrying amount. The ASU includes a number of factors to consider in conducting the qualitative assessment.
The ASU is effective for annual and interim goodwill impairment tests performed for fiscal years beginning after December 15,
2011. Early adoption is permitted.
Principles of Consolidation
The consolidated financial
statements include the accounts of the Company and its wholly owned subsidiary, Ltd., All significant intercompany transactions
and balances have been eliminated.
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 when collectability is reasonably
assured in accordance with FASB ASC 605, Revenue Recognition, as amended and interpreted. 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 consolidated financial
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.
Use of Estimates
The preparation of 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 consolidated financial
statements. Actual results could differ from those estimates. Included in those estimates are assumptions about allowances for
inventory obsolescence, warranty reserves and bad-debt reserves, valuation allowance on the deferred tax asset, and the assumptions
used in Black-Scholes valuation models.
Cash and Cash Equivalents
Cash and cash equivalents
include all highly liquid investments with original maturities of three months or less at the time of purchase. At December 31,
2011 and December 31, 2010, the Company did not have any cash equivalents.
Fair Value of Financial
The carrying amounts
of cash, accounts receivable, prepaid expenses and other assets, accounts payable, accrued liabilities and
notes payable to stockholder approximate their fair values as of December 31, 2011 and December 31, 2010, respectively,
because of their short-term natures.
are recorded at fair value on the date revenue is recognized. The Company provides allowances for doubtful accounts for estimated
losses resulting from the inability of its customers to repay their obligation. If the financial condition of the Company's customers
were to deteriorate, resulting in an impairment of their ability to repay, additional allowances may be required. The Company provides
for potential uncollectible accounts receivable based on specific customer identification and historical collection experience
adjusted for existing market conditions. If market conditions decline, actual collection experience may not meet expectations and
may result in decreased cash flows and increased bad debt expense.
The policy for determining
past due status is based on the contractual payment terms of each customer, which are generally net 30 or net 60 days. Once collection
efforts by the Company and its collection agency are exhausted, the determination for charging off uncollectible receivables is
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 finished goods inventories at a rate based on estimated production capacity. 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.
Deferred Financing Costs
The Company capitalizes
financing costs and amortizes them using the effective interest method over the term of the related debt. Amortization of deferred
financing costs is included in interest expense and totaled $1,518 and $2,454 for the years ended December 31, 2011 and 2010,
respectively. Accumulated amortization of deferred financing costs as of December 31, 2011 and December 31, 2010 was
$680,654 and $679,136, respectively.
Property and Equipment
Property and equipment
are stated at cost. Depreciation and amortization are provided using the straight-line method over the estimated useful lives of
the related assets, except for assets held under capital leases, for which the Company records depreciation and amortization based
on the shorter of the assets useful life or the term of the lease. The estimated useful lives of property and equipment
range from 3 to 5 years. Upon sale or retirement, the cost and related accumulated depreciation and amortization are eliminated
from their respective accounts, and the resulting gain or loss is included in results of operations. Repairs and maintenance charges,
which do not increase the useful lives of the assets, are charged to operations as incurred.
Impairment of Long-Lived Assets
assesses the recoverability of its long-lived assets when indicators of impairment are present. If such indicators are present,
recoverability of these assets is determined by comparing the undiscounted net cash flows estimated to result from those assets
over the remaining life to the assets net carrying amounts. If the estimated undiscounted net cash flows are less than the
net carrying amount, the assets would be adjusted to their fair value, based on appraisal or the present value of the undiscounted
net cash flows.
Product Warranty Costs
As required by FASB
ASC 460, Guarantees, the Company is including the following disclosure applicable to its product warranties.
The Company accrues
for warranty costs based on the expected material and labor costs to provide warranty replacement products. The methodology used
in determining the liability for warranty cost is based upon historical information and experience. The Company's warranty reserve
is calculated as the gross sales multiplied by the historical warranty expense return rate.
The following table
shows the changes in the aggregate product warranty liability for the year ended December 31, 2011 and December 31, 2010,
|Balance as of beginning of year
|Less: Payments made
|Add: Provision for current period warranties
|Balance as of end of year
FASB ASC 220, Comprehensive
Income, establishes rules for reporting and displaying 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 Other
comprehensive income transactions that currently apply to the Company result from changes in exchange rates used in translating
the financial statements of its wholly owned subsidiary, Ltd. Comprehensive income as of December 31, 2011 and 2010 is not
shown net of taxes because the Companys deferred tax asset has been fully offset by a 100% valuation allowance.
Advertising costs are
expensed as incurred. During the years ended December 31, 2011 and 2010, advertising costs incurred by the Company totaled
approximately $4,533 and $19,000, respectively, and are included in selling and administrative expenses in the accompanying consolidated
statements of operations.
Engineering and Development
Engineering and development
costs are expensed as incurred. During the years ended December 31, 2011 and 2010, engineering and development costs incurred
by the Company totaled $14,840 and $74,119, respectively, and are included in selling and administrative expenses in the accompanying
consolidated statements of operations.
Foreign Currency Translation
The financial statements
of the Companys foreign subsidiary have been translated into U.S. dollars in accordance with FASB ASC 830, Foreign Currency
Matters. All balance sheet accounts have been translated using the exchange rate in effect at the balance sheet date. Income
statement amounts have been translated using an appropriately weighted average exchange rate for the year. The translation gains
and losses resulting from the changes in exchange rates during 2011 and 2010 have been reported in accumulated other comprehensive
income, except for gains and losses resulting from the translation of intercompany receivables and payables, which are included
in earnings for the period. During the years ended December 31, 2011 and 2010, the Company recorded no foreign currency exchange
rate gains and losses.
The Company accounts
for income taxes under FASB ASC 740, Income Taxes. Deferred income tax assets and liabilities are determined based upon
differences between financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and
laws that will be in effect when the differences are expected to reverse.
Stock Option Plans
We adopted FASB ASC
718, Compensation-Stock Compensation, effective January 1, 2006 using the modified prospective application method of
adoption which requires us to record compensation cost related to unvested stock awards as of December 31, 2005 by recognizing
the amortized grant date fair value in accordance with provisions of FASB ASC 718 on straight line basis over the service periods
of each award. We have estimated forfeiture rates based on our historical experience. Stock option compensation expense for the
year ended December 31, 2011 has been recognized as a component of cost of goods sold and general and administrative expenses
in the accompanying Consolidated Financial Statements.
In 2011 and 2010, respectively,
896,389 and 796,508 options were granted at fair market value on the date of grant pursuant to the Stock Option Plan.
The Company leases
its employees from a payroll leasing company. The Companys leased employees meet the definition of employees as specified
by FIN 44 for purposes of applying FASB ASC 718.
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 FASB ASC 505, Equity, and FASB ASC 718, Compensation-Stock Compensation, including related
amendments and interpretations. The related expense is recognized over the period the services are provided.
The Company minimizes
the concentration of credit risk associated with its cash by maintaining its cash with high quality federally insured financial
institutions. However, cash balances in excess of the FDIC insured limit of $250,000 are at risk. At December 31, 2011 and
December 31, 2010, respectively, the Company did not have cash balances above the FDIC insured limit. The Company performs
ongoing evaluations of its significant trade accounts receivable customers and generally does not require collateral. An allowance
for doubtful accounts is maintained against trade accounts receivable at levels which management believes is sufficient to cover
probable credit losses. There are concentrations of credit risk with respect to trade receivables due to the amounts owed by four
customers at December 31, 2011 whose trade receivable balances each represented approximately 31.9%, 17.6%, 11.2% and 11.1%
for a total of 71.8% of total accounts receivable. There are concentrations of credit risk with respect to trade receivables due
to the amounts owed by three customers at December 31, 2010 whose trade receivable balances each represented approximately
36%, 14%, and 13% for a total of 63% of total accounts receivable. The loss of business from one or a combination of the Companys
significant customers, or an unexpected deterioration in their financial condition, could adversely affect the Companys
Basic and Diluted Loss Per Share
FASB ASC 260, Earnings
per Share, requires a dual presentation of basic and diluted earnings per share. However, because of the Companys net
losses, the effects of stock options and warrants would be anti-dilutive and, accordingly, are excluded from the computation of
earnings per share. The number of such shares excluded from the computations of diluted loss per share totaled 7,585,848 in 2011
and 6,720,558 in 2010.
Certain prior year
amounts have been reclassified to conform to the current year presentation.