-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, L3EwGoi6lvTTNGFnftHZR792SwAeL5KSQIjwM7fJ1bxfeseV/9cKgWaV+1FYuUPd K88oIz3llOCCfrgzBEdgWg== 0000356446-98-000012.txt : 19980817 0000356446-98-000012.hdr.sgml : 19980817 ACCESSION NUMBER: 0000356446-98-000012 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19980630 FILED AS OF DATE: 19980814 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: PURE WORLD INC CENTRAL INDEX KEY: 0000356446 STANDARD INDUSTRIAL CLASSIFICATION: INVESTORS, NEC [6799] IRS NUMBER: 953419191 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10QSB SEC ACT: SEC FILE NUMBER: 000-10566 FILM NUMBER: 98689740 BUSINESS ADDRESS: STREET 1: P O BOX 74 STREET 2: 376 MAIN ST CITY: BEDMINSTER STATE: NJ ZIP: 07921 BUSINESS PHONE: 9082349220 MAIL ADDRESS: STREET 1: P O BOX 74 STREET 2: 376 MAIN STREET CITY: BEDMINSTER STATE: NJ ZIP: 07921 FORMER COMPANY: FORMER CONFORMED NAME: AMERICAN HOLDINGS INC /DE/ DATE OF NAME CHANGE: 19940411 FORMER COMPANY: FORMER CONFORMED NAME: COMPUTER MEMORIES INC /DE/ DATE OF NAME CHANGE: 19940411 EX-27 1 FDS --
5 This Schedule contains summary financial information extracted from the Form 10QSB of Pure World, Inc. for the period ended June 30, 1998 and is qualified in its entirety by refernence to such financial statements. 0000356446 PURE WORLD, INC. 1000 6-MOS JAN-01-1998 MAR-31-1998 JUN-30-1998 7,323 14 3,726 136 5,132 16,435 9,815 921 30,312 4,273 0 0 0 75 22,542 30,312 11,257 12,053 5,586 8,253 0 0 73 3,727 250 3,477 0 0 0 3,477 0.46 0.42
10QSB 2 FOR QUARTER ENDED 06/30/98 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-QSB (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: June 30, 1998 OR [ ] TRANSITION REPORT PURSUANT TO 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 stock: As of July 31, 1998, the issuer had 7,517,256 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 (UNAUDITED) ($000 Omitted)
June 30, 1998 -------- ASSETS Current assets: Cash and cash equivalents $ 7,323 Marketable securities 14 Accounts receivable, net of allowance for uncollectible accounts and returns and allowances of $136 3,590 Inventories, net 5,132 Other 376 ------- Total current assets 16,435 ------- Securities available-for-sale 1,063 Investment in unaffiliated natural products company 1,510 Plant and equipment, net 8,894 Notes receivable from affiliates 282 Goodwill, net of accumulated amortization of $346 1,645 Other assets 483 ------- Total assets $30,312 ======= LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Accounts payable $ 1,882 Current portion of long-term debt 856 Accrued expenses and other 1,535 ------- Total current liabilities 4,273 Long-term debt 3,422 ------- Total liabilities 7,695 ------- Stockholders' equity: Common stock, par value $.01; 30,000,000 shares authorized; 7,517,256 shares outstanding 75 Additional paid-in capital 43,330 Accumulated deficit ( 20,737) Unrealized losses on securities available-for-sale ( 51) ------- Total stockholders' equity 22,617 ------- Total liabilities and stockholders' equity $30,312 =======
See accompanying notes to consolidated financial statements. PURE WORLD, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) ($000 Omitted, except per share data) Three Months Ended June 30, --------------------- 1998 1997 ------ ------ Revenues: Sales $ 6,162 $ 2,656 Net gains on investment securities 525 178 Interest and dividends 91 140 Other income - 221 ------- ------- Total revenues 6,778 3,195 ------- ------- Expenses: Cost of goods sold 3,066 1,491 Selling, general and administrative 1,542 1,002 ------- ------- Total expenses 4,608 2,493 ------- ------- Income before income taxes 2,170 702 Provision for income taxes 123 40 ------- ------- Net income $ 2,047 $ 662 ======= ======= Basic net income per share $ .27 $ .09 ======= ======= Diluted net income per share $ .25 $ .09 ======= =======
See accompanying notes to consolidated financial statements. PURE WORLD, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) ($000 Omitted, except per share data)
Six Months Ended June 30, ---------------------- 1998 1997 -------- -------- Revenues: Sales $11,257 $ 5,079 Net gains on investment securities 601 249 Interest and dividends 192 277 Other income 3 461 ------- ------- Total revenues 12,053 6,066 ------- ------- Expenses: Cost of goods sold 5,586 2,748 Selling, general and administrative 2,740 2,069 ------- ------- Total expenses 8,326 4,817 ------- ------- Income before income taxes 3,727 1,249 Provision for income taxes 250 82 ------- ------- Net income $ 3,477 $ 1,167 ======= ======= Basic net income per share $ .46 $ .15 ======= ======= Diluted net income per share $ .42 $ .15 ======= =======
See accompanying notes to consolidated financial statements. PURE WORLD, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) ($000 Omitted)
Six Months Ended June 30, ---------------------- 1998 1997 -------- -------- Cash flows from operating activities: Net income $ 3,477 $ 1,167 Adjustments: Depreciation and amortization 261 210 Net marketable securities transactions 396 1 Gain on sale of securities available-for-sale ( 573) ( 244) Change in inventories ( 1,505) ( 804) Change in receivables ( 2,451) ( 277) Change in accounts payable and other accruals 1,994 123 Other, net ( 20) ( 24) ------- ------- Net cash provided by operating activities 1,579 152 ------- ------- Cash flows from investing activities: Purchase of plant and equipment ( 6,891) ( 309) Proceeds from sale of securities available-for-sale 1,401 374 Purchase of securities available-for-sale ( 922) ( 469) Loans to affiliates and others ( 60) - Repayment of loans to affiliates 275 71 Investment in unaffiliated natural products company - ( 500) Other, net ( 177) 15 ------- ------- Net cash used in investing activities ( 6,374) ( 818) ------- ------- Cash flows from financing activities: Repurchase of common stock - ( 357) Issuance of common stock 43 - Net increase in borrowings 3,975 - Other, net - 48 ------- ------- Net cash provided by (used in) financing activities 4,018 ( 309) ------- ------- Net decrease in cash and cash equivalents ( 777) ( 975) Cash and cash equivalents at beginning of period 8,100 10,865 ------- ------- Cash and cash equivalents at end of period $ 7,323 $ 9,890 ======= ======= Supplemental disclosure for cash flow information: Cash paid for: Interest expense $ 73 $ 7 Taxes $ 292 $ 87
See accompanying notes to consolidated financial statements. PURE WORLD, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 1998 AND 1997 (UNAUDITED) 1. General ------- The accompanying unaudited consolidated financial statements of Pure World, Inc. and subsidiaries (the "Company") as of June 30, 1998 and for the three and six month periods ended June 30, 1998 and 1997 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 generally accepted accounting principles 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 year-end consolidated financial statements and notes thereto included in the Company's Annual Report on Form 10-KSB for the year ended December 31, 1997 as filed with the Securities and Exchange Commission. The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amount 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. Prior years financial statements have been reclassified to conform to the current year's presentation. The results of operations for the three and six months ended June 30, 1998 and 1997 are not necessarily indicative of the results to be expected for the entire year or any other period. 2. Investment Securities --------------------- At June 30, 1998, investment securities consisted of the following (in 000's): Gross Gross Amortized Holding Holding Fair Cost Gains Losses Value --------- ------- ------- ----- Marketable securities $ 15 $ - $ 1 $ 14 Available-for-sale 1,114 153 204 1,063 ------ ----- ----- ------ Total investment securities $1,129 $ 153 $ 205 $1,077 ====== ===== ===== ======
All investment securities are investments in common stock. Substantially all gains recorded in the three and six month periods ended June 30, 1998 and 1997 were realized. 3. Inventories ----------- At June 30, 1998, inventories are comprised of the following (in $000's): Raw materials and inventory in transit $2,807 Work-in-progress 120 Finished goods 2,205 ------ Total inventories, net $5,132 ======
4. 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 $1.0 million. In June 1997, the Company purchased an additional 200 shares 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 6.49% which was the imputed rate required under the Internal Revenue Code and is classified as an other asset in the consolidated balance sheet. The parties also agreed that if any other party acquired voting shares, Pure World's Gaia Stock would become voting stock. In connection with the transaction, 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 Madis, 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 stock outstanding) and the Pure World Loan was repaid, including any accrued interest (the "Repurchase"). If the Repurchase is 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 does not close prior to the Closing Date, and either before of 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. 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. 5. Plant and Equipment ------------------- At June 30, 1998, plant and equipment consisted of the following (in $000's): Machinery and equipment $5,842 Leasehold improvements 2,682 Office equipment, furniture and fixtures 1,291 Accumulated depreciation ( 921) ------ Total $8,894 ======
6. Long-term Debt -------------- Long-term debt consisted of the following at June 30, 1998 (in $000's): Loans payable to a bank, collateralized by certain property and equipment, bearing annual interest at the prime rate (currently 8.5%) maturing in December 2003, interest only payments until December 1998 $ 3,000 Loans payable to a bank, pursuant to a $2 million line of credit bearing annual interest at the prime rate (currently 8.5%) maturing in March 1999, interest only payments until March 1999 300 Loan payable to a bank, collateralized by certain equipment bearing annual interest at the prime rate plus .25% (currently 8.75%) maturing in April 2003 292 Leases payable for equipment 536 All other 150 ------- Total 4,278 ------- Less: Current portion of long- term debt 856 ------- Long-term debt $ 3,422 =======
Interest expense was $66,000 and $73,000 for the three and six months ended June 30, 1998 and $3,000 and $7,000 for the same periods in 1997, respectively. 7. Net Income Per Share -------------------- Basic earnings per share is computed by dividing net income by the weighted-average number of common shares outstanding. Diluted earnings per share is computed by dividing net income 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. All prior period earnings per share figures have been restated in accordance with the adoption of SFAS No. 128. The shares used for basic earnings per share and diluted earnings per share are reconciled as follows (in 000's): Three Months Ended Six Months Ended June 30, June 30, ------------------ ------------------- 1998 1997 1998 1997 ------ ------ ------ ------ Average shares outstanding for basic earnings per share 7,517 7,514 7,512 7,562 Dilutive effect of stock options 852 287 771 287 ----- ----- ----- ----- Average shares outstanding for diluted arnings per share 8,369 7,801 8,283 7,849 ===== ===== ===== =====
8. Comprehensive Income -------------------- Statement of Financial Accounting Standards No. 130 "Reporting Comprehensive Income" ("SFAS No. 130") is effective for fiscal years beginning after December 15, 1997. SFAS No. 130 requires reporting and display of comprehensive income. Comprehensive income of the Company for the three and six months ended June 30, 1998 and 1997 are (in $000's): Three Months Ended Six Months Ended June 30, June 30, ------------------ ----------------- 1998 1997 1997 1998 ------ ------ ------ ------ Net income $2,047 $ 662 $3,477 $1,167 Unrealized gains (losses) on securities available-for-sale ( 444) 17 ( 683) 451 ------ ------ ------ ------ Comprehensive income $1,603 $ 679 $2,794 $1,618 ====== ====== ====== ======
9. Subsequent Events ----------------- In July 1998, Pure World acquired 400,000 shares or 7.5% of the outstanding Common Stock of HealthRite, Inc. (HLRT - NASDAQ). As consideration Pure World paid $500,000 and received an agreement that its wholly-owned subsidiary Madis Botanicals, Inc., would become the preferred supplier for Montana Naturals International, Inc., a subsidiary of HealthRite. Madis manufactures botanical extracts for use in dietary supplements and Montana Naturals uses botanical extracts in connection with its manufacture of dietary supplements for sale directly to consumers and for sale to private label customers. HealthRite sales for 1997 were $14.4 million. The purchase by Pure World was part of a private placement of 880,000 HealthRite shares which represented approximately 17% of the 5,303,251 shares outstanding after the placement. The balance of the shares were purchased principally by officers and directors of HealthRite. Item 2. Management's Discussion and Analysis of - ------- Financial Condition and Results of Operations --------------------------------------------- Liquidity and Capital Resources - ------------------------------- At June 30, 1998, the Company had cash and cash equivalents of approximately $7.3 million. Cash equivalents of $6.3 million consisted of U.S. Treasury bills with an original maturity of less than three months and yields ranging between 5.06% and 5.19%. The Company had net working capital of $12.2 million at June 30, 1998. The Company also has an unsecured line of credit of $2 million with a major financial institution bearing a rate of 8.5%. At June 30, 1998, $1.7 million was available in connection with this line of credit. Management believes that the Company's financial resources and anticipated cash flows will be sufficient for future operations and possible acquisitions of other operating businesses. Net cash of $1.6 million was provided by operations for the six months ended June 30, 1998 and net cash of $152,000 was provided by operations for the six months ended June 30, 1997. Increases in inventory and accounts receivable are a result of the increase in sales in 1998 and 1997. In 1998, the increase in accounts payable resulted from the increase in inventory and additions to plant and equipment (described below). Depreciation and amortization increased in 1998 compared to 1997 due to continued additions and enhancements to the laboratory and production facilities. Depreciation is expected to increase in the future periods due to the completion of the expansion program described below. Net cash of $6.4 million and $818,000 was used in investing activities for the six months ended June 30, 1998 and 1997, respectively. The Company, which has been increasing its investment in laboratory and manufacturing facilities, began an expansion program in 1997 to upgrade and expand its productive capacity and to build a new warehouse facility. The total cost of the warehouse and expansion was approximately $6.5 million, including certain equipment purchases for the laboratories. The Company obtained an equipment line of credit of $3 million from a bank which was fully utilized as of June 30, 1998. The balance will be paid from working capital. The expansion was substantially completed at June 30, 1998. Cash flows provided by financing activities in the six months ended June 30, 1998 were $4.0 million compared to a net use of $309,000 in the same period in 1997. The net increase in borrowings which accounted for this increase is primarily a result of the plant expansion program and financing described above. Results of Operations - --------------------- The Company's operations resulted in net income of $2,047,000, or $.27 basic earnings per share, for the three months ended June 30, 1998 compared to net income of $662,000, or $.09 basic earnings per share, for the comparable period in 1997. Net income was $3,477,000, or $.46 basic earnings per share for the six months ended June 30, 1998 compared to net income of $1,167,000, or $.15 basic earnings per share for the six months ended June 30, 1997. Diluted earnings per share were $.25 and $.09 for the quarters ended June 30, 1998 and 1997, and $.42 and $.15 for the six months ended June 30, 1998 and 1997, respectively. The Company, through its wholly-owned subsidiary, Madis Botanicals, Inc. ("Madis") had sales of $6.2 million for the quarter ended June 30, 1998, compared to sales of $2.7 million for the comparable quarter of 1997, an increase of $3.5 million, or 132%. For the six months ended June 30, 1998, sales were $11.3 million, an increase of $6.2 million, or 122%, over sales of $5.1 million for the six months ended June 30, 1997. For the quarters ended June 30, 1998 and 1997, the gross margin (sales less cost of goods sold) was $3.1 million, or approximately 50% and $1.2 million, or approximately 44%, respectively. For the six months ended June 30, 1998 and 1997, the gross margin was $5.7 million, or approximately 50%, and $2.3 million, or approximately 46%, respectively. The improved results are attributed to increases in the sales of Madis' line of standardized botanical products, particularly St. Johns Wort, KavaPure(R), and CimiPure(R) black cohosh. For the three and six month periods ended June 30, 1998, the Company recorded net gains on marketable securities of $525,000 and $601,000, respectively, compared to $178,000 and $249,000 for the same periods in 1997. Substantially all of the gains recorded in 1998 and 1997 were realized. Interest and dividend income was $91,000 and $192,000 for the three and six month periods ended June 30, 1998, respectively, compared to $140,000 and $277,000 for the three and six month periods ended June 30, 1997. Interest income was $190,000 during the six month period ended June 30, 1998, a decrease of $87,000 from the $277,000 recorded in the comparable period of 1997. This decrease was due primarily to lower invested balances as working capital was used for the plant expansion project previously described. Other income of $221,000 and $461,000 for the three and six months ended June 30, 1997 was cash received in connection with the sale of a prior business in 1994. The Company does not anticipate additional revenue from this source. Selling, general and administrative expenses were $1.5 million and $1 million for the three months ended June 30, 1998 and 1997, respectively, an increase of $500,000. This was attributable to increases in the following expenses: personnel, due to an increase in headcount and merit salary increases, $218,000; travel, $67,000; interest, $63,000; advertising, $49,000; and membership dues, $37,000. For the six months ended June 30, 1998 and 1997, selling, general and administrative expenses were $2.7 million and $2.1 million, respectively, an increase of $600,000. This was attributable to increases in the following expenses: personnel, due to an increase in headcount and merit salary increases, $358,000; advertising, $68,000; interest, $66,000; travel, $58,000; and membership dues, $36,000. The increases in selling, general and administrative expenses for the three and six months discussed above were commensurate with the overall increase in the level of sales activity. Year 2000 Issue - --------------- The Year 2000 Issue is the result of computer programs being written using two digits rather than four to define the applicable year. Any of the Company's computer programs that have time-sensitive software may recognize a date using "00" as the year 1900 rather than the year 2000. This could result in a system failure or miscalculations causing disruptions of operations, including, among other things, a temporary inability to process transactions or engage in similar normal business activities. Management has determined that the year 2000 Issue will not pose significant operational problems for its computer systems. As a result, all costs associated with this conversion are being expensed as incurred. There can be no guarantee that the systems of other companies on which the Company's systems rely will be timely converted and would not have an adverse effect on the Company's systems. The Company will utilize external resources to reprogram, or replace, and test the software for Year 2000 modifications. The Company anticipates completing the Year 2000 project not later than October 31, 1999, which is prior to any anticipated impact on its operating systems. The total cost of the Year 2000 project is not expected to be material and will be funded through operating cash flows, which will be expensed as incurred. The costs of the project and the date on which the Company believes it will complete the Year 2000 modifications are based on management's best estimate, which were derived utilizing numerous assumptions of future events, including the continued availability of certain resources, third party modifications plans and other factors. However, there can be no guarantee that these estimates will be achieved and actual results could differ materially from those anticipated. Specific factors that might cause such material differences include, but are not limited to, the availability and cost of personnel trained in this area, the ability to locate and correct all relevant computer codes, and similar uncertainties. PART II - OTHER INFORMATION - ------- -----=----------- Item 6. - Exhibits and Reports on Form 8-K - ------- -------------------------------- (a) Exhibits -------- 27. Financial Data Schedule for the six months ended June 30, 1998. (b) Reports on Form 8-K ------------------- None. 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 14, 1998 By: /s/ Mark Koscinski ------------------- Mark Koscinski Senior Vice President and Principal Accounting Officer -----END PRIVACY-ENHANCED MESSAGE-----