10QSB 1 purw10q63003.txt 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: June 30, 2003 ------------- OR [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File No.: 0-10566 ------- Pure World, Inc. ---------------- (Exact name of small business issuer as specified in its charter) Delaware 95-3419191 -------- ---------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 376 Main Street, Bedminster, New Jersey 07921 --------------------------------------------- (Address of principal executive offices) (908) 234-9220 -------------- (Issuer's telephone number) N/A --- (Former name, former address and former fiscal year, if changed since last report) 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 the issuer was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No --- --- State the number of shares outstanding of each of the issuer's classes of common equity: As of July 31, 2003, the issuer had 7,513,624 shares of its common stock, par value $.01 per share, outstanding. Transitional Small Business Disclosure Format (check one): Yes No X --- --- PART I - FINANCIAL INFORMATION ------- --------------------- ITEM 1. - Financial Statements ------- -------------------- PURE WORLD, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEET JUNE 30,2003 (UNAUDITED) (in $000's) ASSETS ------ Current assets: Cash and cash equivalents $ 1,413 Accounts receivable, net of allowance for uncollectible accounts and returns and allowances of $363 2,648 Inventories 7,605 Other 594 -------- Total current assets 12,260 Plant and equipment, net 7,588 Investment in unaffiliated natural products company 1,510 Notes receivable from affiliates 199 Goodwill 1,144 Other assets 461 -------- Total assets $ 23,162 ======== LIABILITIES AND STOCKHOLDERS' EQUITY ------------------------------------ Current liabilities: Accounts payable $ 652 Short-term borrowings 3,037 Accrued expenses and other 1,806 -------- Total current liabilities 5,495 Long-term debt 1,439 -------- Total liabilities 6,934 -------- Stockholders' equity: Common stock, par value $.01; 30,000,000 shares authorized; 7,513,624 shares issued and outstanding 75 Additional paid-in capital 42,826 Accumulated deficit ( 26,673) -------- Total stockholders' equity 16,228 -------- Total liabilities and stockholders' equity $ 23,162 ======== See accompanying notes to consolidated financial statements. 2 PURE WORLD, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) ($000 Omitted, except per share data) Three months ended June 30, ---------------------- 2003 2002 -------- -------- Revenues: Sales $ 4,488 $ 4,285 Interest income 5 14 -------- -------- Total revenues 4,493 4,299 -------- -------- Expenses: Cost of goods sold 3,797 3,755 Selling, general and administrative 1,115 1,029 -------- -------- Total expenses 4,912 4,784 -------- -------- Loss before income taxes ( 419) ( 485) Benefit for income taxes ( 36) - -------- -------- Net loss ($ 383) ($ 485) ======== ======== Basic and diluted net loss per share ($ .05) ($ .06) ======== ======== See accompanying notes to consolidated financial statements. 3 PURE WORLD, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) ($000 Omitted, except per share data) Six months ended June 30, -------------------- 2003 2002 -------- -------- Revenues: Sales $ 11,954 $ 7,875 Net gains on marketable securities - 28 Interest and other income 112 28 -------- -------- Total revenues 12,066 7,931 -------- -------- Expenses: Cost of goods sold 9,223 6,876 Selling, general and administrative 2,431 2,134 -------- -------- Total expenses 11,654 9,010 -------- -------- Income (loss) before income taxes 412 ( 1,079) Provision for income taxes 103 - -------- -------- Net income (loss) $ 309 ($ 1,079) ======== ======== Basic and diluted net income (loss) per share $ .04 ($ .13) ======== ======== See accompanying notes to consolidated financial statements. 4 PURE WORLD, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) ($000 Omitted) Six months ended June 30, -------------------- 2003 2002 -------- -------- Cash flows from operating activities: Net income (loss) $ 309 ($ 1,079) Adjustments: Depreciation and amortization 896 839 Net marketable securities transactions - 27 Change in inventories 50 1,231 Change in receivables 1,256 ( 329) Change in accounts payable and other accruals ( 1,640) ( 149) Other, net ( 54) 6 ------- ------- Net cash provided by operating activities 817 546 ------- ------- Cash flows from investing activities: Purchase of plant and equipment ( 648) ( 165) Repayment of loans to affiliates and others 31 31 ------- ------- Net cash used in investing activities ( 617) ( 134) ------- ------- Cash flows from financing activities: Term loan borrowings 138 59 Term loan repayments ( 681) ( 703) Net revolving line of credit borrowings (repayments) ( 131) 233 Repurchase of common stock ( 11) ( 453) ------- ------- Net cash used in financing activities ( 685) ( 864) ------- ------- Net decrease in cash and cash equivalents ( 485) ( 452) Cash and cash equivalents at beginning of period 1,898 2,683 ------- ------- Cash and cash equivalents at end of period $ 1,413 $ 2,231 ======= ======= Supplemental disclosure of cash flow information: Cash paid for: Interest $ 195 $ 223 ======= ======= Taxes $ - $ 19 ======= ======= See accompanying notes to consolidated financial statements. 5 PURE WORLD, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS June 30, 2003 AND 2002 (UNAUDITED) 1. General ------- The accompanying unaudited consolidated financial statements of Pure World, Inc. and subsidiaries ("Pure World" or the "Company") as of June 30, 2003 and for the periods ended June 30, 2003 and 2002 reflect all material adjustments consisting of only normal recurring adjustments which, in the opinion of management, are necessary for a fair presentation of results for the interim periods. Certain information and footnote disclosures required under accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission, although the Company believes that the disclosures are adequate to make the information presented not misleading. These consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company's Annual Report on Form 10-KSB for the year ended December 31, 2002 as filed with the Securities and Exchange Commission. The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The results of operations for the periods ended June 30, 2003 and 2002 are not necessarily indicative of the results to be expected for the entire year or any other period. 2. Inventories ----------- At June 30, 2003, inventories are comprised of the following (in $000's): Raw materials $ 696 Work-in-progress 324 Finished goods 6,585 ------- Total inventories $ 7,605 ======= 6 3. Investment in Unaffiliated Natural Products Company --------------------------------------------------- In May 1996, the Company purchased 500 shares of common stock representing a 25% interest in Gaia Herbs, Inc. ("Gaia") for approximately $1 million. In June 1997, the Company purchased an additional 200 shares of common stock for $500,000, increasing its equity ownership to 35% of Gaia's outstanding shares of common stock ("Pure World's Gaia Stock"). Pure World's Gaia Stock is non-voting. The Company loaned Gaia $200,000 in July 1997 payable interest only on a quarterly basis for the first three years and 36 monthly payments of principal and interest thereafter (the "Pure World Loan"). The Pure World Loan bears interest at 6.33% which is the imputed rate required under the Internal Revenue Code and is classified as an other asset in the consolidated balance sheet. The Pure World loan balance was approximately $116,000 at June 30, 2003. The parties also agreed that if any other party acquired voting shares, Pure World's Gaia Stock would become voting stock. Additionally, the parties agreed that Gaia and the principal stockholder of Gaia (the "Principal Stockholder") would have a right of first refusal to acquire any Gaia stock sold by Pure World and that Pure World would have a right of first refusal to acquire any Gaia stock sold by Gaia or the Principal Stockholder. In June 1998, Gaia requested that Pure World guarantee an unsecured bank line of $500,000 (the "Gaia Bank Loan"). Because of expansion plans for Pure World Botanicals Inc., Pure World declined to issue the guarantee. An individual unaffiliated with Gaia or Pure World agreed to guarantee the Gaia Bank Loan in consideration of a cash fee and the issuance to the individual of 100 shares of Gaia's common stock, representing 5 percent of Gaia's common stock outstanding (the "Guarantee"). The Guarantee is also secured by Gaia stock held by Gaia's Principal Stockholder. Pure World notified Gaia that it wished to exercise its right of first refusal in connection with the Guarantee. Pure World and Gaia reached an understanding that Pure World would decline the right of first refusal if by November 30, 1998 thirty percent of Pure World's interest was purchased for $1,500,000 (leaving five percent of the current Gaia common stock outstanding) and the Pure World Loan was repaid, including any accrued interest (the "Repurchase"). If the Repurchase was not closed by November 30, 1998 ("the Closing Date"), Pure World then would have the right to assume the Guarantee pursuant to the same terms granted the original guarantor, except for the cash fee. If the Repurchase did not close prior to the Closing date, and either before or after the Closing Date, the Guarantee is called by the bank, Pure World would then own, or have the right to own a majority of Gaia's voting stock. The repurchase did not close as of November 30, 7 1998. The Company continues to monitor its investment and discusses its position with Gaia from time to time. Gaia manufactures and distributes fluid botanical extracts for the high-end consumer market. Gaia is a privately held company and does not publish financial results. The Company is accounting for this investment by the cost method. 4. Borrowings ---------- Borrowings consisted of the following at June 30, 2003 (in $000's): Loan payable to a bank, pursuant to a $2.75 million secured line of credit bearing annual interest at the Prime rate plus 3.5% (7.5% at June 30, 2003) maturing in September 2003 $ 1,795 Loan payable to a bank, collateralized by certain property and equipment, bearing annual interest at the Prime rate plus 3.5% (7.5% at June 30, 2003) maturing in December 2003 1,071 Loan payable to a bank, collateralized by certain equipment bearing annual interest at the Prime rate plus 3.5% (7.5% at June 30, 2003) maturing in October 2004 533 Lease payable for equipment for gross assets of $800,000 with imputed interest of approximately 8% maturing in June 2007 457 Lease payable for equipment for gross assets of approximately $392,800 with imputed interest of approximately 6.95% maturing in March 2006 216 Loan payable to a bank, bearing annual interest at the Prime rate plus 3.5% (7.5% at June 30, 2003) maturing in May 2005 160 Leases payable for equipment 169 8 All other 75 ------- Total borrowings 4,476 Less: Current portion of long-term debt 3,037 ------- Long-term debt $ 1,439 ======= Interest expense was $99,000 and $195,000 for the three and six months ended June 30, 2003, respectively and $111,000 and $223,000 for the same periods in 2002. 5. Common Stock ------------ Stock Repurchase ---------------- In connection with the Company's Common Stock Repurchase Plans, 17,030 shares of Common Stock were repurchased in the six months ended June 30, 2003. All shares repurchased were returned to the status of authorized but unissued shares. Stock Options ------------- The Company applies Accounting Principles Board (APB) Opinion 25 and related interpretations in accounting for its options. Accordingly, no compensation cost has been recognized for stock options issued. Had compensation cost for the issued stock options been determined based upon the fair values at the dates of awards under those plans consistent with the method of FASB Statement 123, the Company's net income (loss) and net income (loss) per share would have been decreased to the pro forma amounts indicated below: Three Months Ended Six Months Ended June 30, June 30, ------------------ ---------------- 2003 2002 2003 2002 ------ ------ ------ ------ Net income (loss) (in $000's): As reported ($ 383) ($ 485) $ 309 ($1,079) Pro forma compensation expense ($ 40) ($ 172) ($ 80) ($ 222) Pro forma ($ 423) ($ 657) $ 229 ($1,301) Basic and diluted net income (loss) per share: As reported ($ .05) ($ .06) $ .04 ($ .13) Pro forma ($ .06) ($ .08) $ .03 ($ .16) 9 6. Net Income (Loss) Per Share --------------------------- Basic income (loss) per common share is computed by dividing net income (loss) by the weighted-average number of common shares outstanding. Diluted income (loss) per share is computed by dividing net income (loss) by the sum of the weighted-average number of common shares outstanding plus the dilutive effect of shares issuable through the exercise of stock options. The shares used for basic income (loss) per common share and diluted income (loss) per common share are reconciled below. Three Months Ended Six Months Ended June 30, June 30, ----------------------- --------------------- (Shares in Thousands) (Shares in Thousands) 2003 2002 2003 2002 ------ ------ ------ ------ Average shares outstanding for basic income (loss) per share 7,514 7,858 7,520 8,050 Dilutive effect of stock options - - 672 - ----- ----- ----- ----- Average shares outstanding for diluted income (loss) per share 7,514 7,858 8,192 8,050 ===== ===== ===== =====
Excluded from the calculation of income (loss) per share for the three months ended June 30, 2003 are 1,638,200 common stock options which, if included, would have an antidilutive effect. Excluded from the calculation of income (loss) per share for the three and six months ended June 30, 2002 are 823,000 common stock options which, if included, would have an antidilutive effect. 10 ITEM 2. Management's Discussion and Analysis of Financial Condition and ------- Results of Operations --------------------- This Form 10-QSB contains forward-looking statements which may involve known and unknown risks, uncertainties and other factors that may cause the Company's actual results and performance in future periods to be materially different from any future periods or performance suggested by these statements. Liquidity and Capital Resources ------------------------------- At June 30, 2003, the Company had cash and cash equivalents of approximately $1.4 million. Cash equivalents of $1.3 million consisted of U.S. Treasury bills with an original maturity of less than three months, yielding .8%. The Company had working capital of $6.8 million at June 30, 2003. At June 30, 2003 the Company was in compliance with the covenants of their loan agreements. The Company has commenced discussions with existing and other lenders to explore the opportunity to refinance some or all of its debt. Although there are no assurances, management believes that the Company will successfully refinance its debt. The management of the Company believes that its financial resources and anticipated cash flows will be sufficient for future operations. Net cash of $817,000 was provided by operations in the six months ended June 30, 2003, compared to net cash provided by operations of $546,000 for the same period in 2002. In the six months ended June 30, 2003, cash flows from net income of $309,000 adjusted for depreciation and the change in receivables offset by the change in accounts payable and other accruals were the primary reasons for the cash provided. In the six months ended June 30, 2002, cash flows from the net loss of $1,079,000 were offset by depreciation and amortization and a decrease in inventory. Net cash of $617,000 and $134,000 was used in investing activities in the six months ended June 30, 2003 and 2002, respectively due primarily to the purchase of machinery and equipment. Net cash of $685,000 was used in financing activities for the six months ended June 30, 2003 compared to net cash used in financing activities of $864,000 for the six months ended June 30, 2002. Changes in notes payable and the repurchase of common stock were the reasons for the cash used. For more information on borrowings, see Note 4 of Notes to Consolidated Financial Statements. Results of Operations --------------------- The Company's operations resulted in a net loss of $383,000, or $.05 basic and diluted net loss per share, for the three months ended June 30, 2003 11 compared to a net loss of $485,000, or $.06 basic and diluted net loss per share, for the comparable period in 2002. Net income was $309,000 or $.04 basic and diluted income per share for the six months ended June 30, 2003 compared to a net loss of $1,079,000 or $.13 basic and diluted loss per share for the comparable period in 2002. The Company, through its wholly-owned subsidiary, Pure World Botanicals, Inc., had sales of $4.5 million for the quarter ended June 30, 2003, compared to sales of $4.3 million for the comparable quarter in 2002, an increase of $.2 million, or 5%. For the six months ended June 30, 2003, sales were $12 million compared to sales of $7.9 million for the comparable period in 2002, an increase of $4.1 million or 52%. The overall increase in sales was due to various factors including the commencement of a major processing contract for a multi-national consumer products company which is expected to extend at least two years and the addition of many new customers in both dietary supplements and functional foods. Sales in the second quarter of 2003 were, however, disappointing. One of Pure World's customers is no longer manufacturing a product containing Pure World extracts, a significant purchase of another product has been deferred until the fall and several customers have deferred purchases because of excess inventories. Pure World continues to pick up new customers but that process generally entails some delay while samples are being approved. For the quarters ended June 30, 2003 and 2002, the gross margin (sales less cost of goods sold) was $691,000, or 15% of sales and $530,000, or 12% of sales, respectively. For the six months ended June 30, 2003 and 2002, the gross margin was $2,731,000 or 23% of sales and $999,000 or 13% of sales, respectively. Interest income was $5,000 and $14,000 for the three months ended June 30, 2003 and 2002, respectively. Interest income was $12,000 and $28,000 for the six month periods ended June 30, 2003 and 2002, respectively. Lower invested balances and lower yields on investments were the reasons for the decrease. Other income of $100,000 in the six months ended June 30, 2003 was derived from a research and development agreement with a pharmaceutical company. Selling, general and administrative expenses were $1,115,000 for the three months ended June 30, 2003, an increase of $86,000 or 8% from $1,029,000 for the comparable period in 2002. Selling, general and administrative expenses were $2,431,000 for the six months ended June 30, 2003 compared to $2,134,000 for the comparable period in 2002, an increase of $297,000 or 14%. This increase was due principally to higher personnel expenses. 12 Item 3. - Controls and Procedures ------- ----------------------- Within the 90-day period prior to the filing of this report, the Company carried out, under the supervision and with the participation of the Company's management, including its Chief Executive Officer and Chief Financial Officer, an evaluation of the effectiveness of the design and operation of the Company's disclosure controls and procedures (as defined in Rule 13a-14(c) and 15d-14 under the Securities Exchange Act of 1934). Based upon and as of the date of that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the design and operation of these disclosure controls and procedures are effective. There were no significant changes in the Company's internal controls or in other factors that could significantly affect these internal controls subsequent to the date of their evaluation. PART II - OTHER INFORMATION ------- ----------------- Item 6. - Exhibits and Reports on Form 8-K ------- -------------------------------- (a) Exhibits -------- 31.1 Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 31.2 Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 32 Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (b) Reports on Form 8-K ------------------- On July 17, 2003 the Company filed a Form 8-K announcing results for the three and six months ended June 30, 2003. 13 SIGNATURES In accordance with the requirements of the Securities Exchange Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. PURE WORLD, INC. Dated: August 13, 2003 By:/s/ Sue Ann Merrill ----------------------------- Sue Ann Merrill Chief Financial Officer (Principal Accounting Officer) 14 EXHIBIT 31.1 CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Paul O. Koether, certify that: 1. I have reviewed this quarterly report on Form 10-QSB of Pure World, Inc.; 2. Based on my knowledge, this 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 report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; c) evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and d) disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions): a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. August 13, 2003 /s/ PAUL O. KOETHER ------------------------------- Paul O. Koether Chairman 15 EXHIBIT 31.2 CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Sue Ann Merrill, certify that: 1. I have reviewed this quarterly report on Form 10-QSB of Pure World, Inc.; 2. Based on my knowledge, this 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 report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; c) evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and d) disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions): a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. August 13, 2003 /s/ SUE ANN MERRILL --------------------------------- Sue Ann Merrill Chief Financial Officer 16 Exhibit 32 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 Pursuant to Section 906 of the Public Company Accounting Reform and Investor Protection Act of 2002 (18 U.S.C. 1350, as adopted), Paul O. Koether, the Chairman of Pure World, Inc., (the "Company"), and Sue Ann Merrill, the Chief Financial Officer, Treasurer and Assistant Secretary of the Company each hereby certifies that, to the best of their knowledge: 1. The Company's Quarterly Report on Form 10-QSB for the period ended June 30, 2003, to which this Certification is attached as Exhibit 32 (the "Periodic Report"), fully complies with the requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934, as amended; and 2. The information contained in the Periodic Report fairly presents, in all material respects, the financial condition of the Company at the end of the period covered by the Periodic Report and results of operations of the Company for the period covered by the Periodic Report. Dated: August 13, 2003 /s/ Paul O. Koether --------------------------------- Paul O. Koether Chairman /s/ Sue Ann Merrill --------------------------------- Sue Ann Merrill Chief Financial Officer