<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This Schedule contains summary financial information extracted from the
Form 10-QSB of Pure World, Inc. for the period ended September 30, 1998 and is
qualified in its entirety by reference to such financial statements.
</LEGEND>
<CIK> 0000356446
<NAME> PURE WORLD, INC.
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> SEP-30-1998
<CASH> 6,572
<SECURITIES> 106
<RECEIVABLES> 4,593
<ALLOWANCES> 139
<INVENTORY> 5,907
<CURRENT-ASSETS> 17,512
<PP&E> 9,836
<DEPRECIATION> 1,180
<TOTAL-ASSETS> 31,249
<CURRENT-LIABILITIES> 13,150
<BONDS> 0
0
0
<COMMON> 75
<OTHER-SE> 23,811
<TOTAL-LIABILITY-AND-EQUITY> 31,249
<SALES> 17,662
<TOTAL-REVENUES> 18,644
<CGS> 9,028
<TOTAL-COSTS> 4,122
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 173
<INCOME-PRETAX> 5,321
<INCOME-TAX> 316
<INCOME-CONTINUING> 5,005
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 5,005
<EPS-PRIMARY> .67
<EPS-DILUTED> .60
</TABLE>
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: September 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 October 31, 1998, the issuer had 7,517,190 shares of its
common stock, par value $.01 per share, outstanding.
Transitional Small Business Disclosure Format (check one):
Yes____ No X
<PAGE>
PART I - FINANCIAL INFORMATION
Item 1. - Financial Statements
<TABLE>
PURE WORLD, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
(UNAUDITED)
($000 Omitted)
<CAPTION>
September 30,
1998
----------------
<S> <C>
ASSETS
- ------
Current assets:
Cash and cash equivalents $ 6,572
Marketable securities 106
Accounts receivable, net of
allowance for uncollectible
accounts and returns and
allowances of $139 4,454
Inventories, net 5,907
Other 473
-------
Total current assets 17,512
Securities available-for-sale 1,199
Investment in unaffiliated
natural products company 1,510
Plant and equipment, net 8,656
Notes receivable from affiliates 279
Goodwill, net of accumulated
amortization of $382 1,609
Other assets 484
-------
Total assets $31,249
=======
LIABILITIES AND STOCKHOLDERS' EQUITY
- ------------------------------------
Current liabilities:
Accounts payable $ 806
Current portion of long-term debt 1,755
Accrued expenses and other 1,581
-------
Total current liabilities 4,142
Long-term debt 3,221
-------
Total liabilities 7,363
-------
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 ( 19,209)
Unrealized losses on securities
available-for-sale ( 310)
-------
Total stockholders' equity 23,886
-------
Total liabilities and
stockholders' equity $31,249
=======
See accompanying notes to consolidated financial statements.
</TABLE>
<PAGE>
<TABLE>
PURE WORLD, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
($000 Omitted, except per share data)
<CAPTION>
Three Months Ended
September 30,
--------------------------
1998 1997
------- -------
<S> <C> <C>
Revenues:
Sales $ 6,405 $ 2,972
Net gains on marketable securities 79 265
Interest and dividends 87 134
Other income 20 242
------- -------
Total revenues 6,591 3,613
------- -------
Expenses:
Cost of goods sold 3,442 1,617
Selling, general and administrative 1,555 973
------- -------
Total expenses 4,997 2,590
------- -------
Income before income taxes 1,594 1,023
Provision for income taxes 66 111
------- -------
Net income $ 1,528 $ 912
======= =======
Basic net income per share $ .20 $ .12
======= =======
Diluted net income per share $ .18 $ .11
======= =======
See accompanying notes to consolidated financial statements.
</TABLE>
<PAGE>
<TABLE>
PURE WORLD, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
($000 Omitted, except per share data)
<CAPTION>
Nine Months Ended
September 30,
-------------------------
1998 1997
------ ------
<S> <C> <C>
Revenues:
Sales $17,662 $ 8,051
Net gains on marketable securities 680 514
Interest and dividends 279 411
Other income 23 703
------- -------
Total revenues 18,644 9,679
------- -------
Expenses:
Cost of goods sold 9,028 4,365
Selling, general and administrative 4,295 3,042
------- -------
Total expenses 13,323 7,407
------- -------
Income before income taxes 5,321 2,272
Provision for income taxes 316 193
------- -------
Net income $ 5,005 $ 2,079
======= =======
Basic net income per share $ .67 $ .28
======= =======
Diluted net income per share $ .60 $ .26
======= =======
See accompanying notes to consolidated financial statements.
</TABLE>
<PAGE>
<TABLE>
PURE WORLD, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
($000 Omitted)
<CAPTION>
Nine Months Ended
September 30,
-------------------------
1998 1997
------ ------
<S> <C> <C>
Cash flows from operating activities:
Net income $ 5,005 $ 2,079
Adjustments:
Depreciation and amortization 555 318
Net marketable securities
transactions ( 357) ( 443)
Change in inventories ( 2,280) ( 842)
Change in receivables ( 3,315) ( 219)
Change in accounts payable and
other accruals 1,002 62
Other, net ( 123) ( 147)
------- -------
Net cash provided by
operating activities 487 808
------- -------
Cash flows from investing activities:
Plant and equipment ( 6,912) ( 550)
Proceeds from sale of securities
available-for-sale 1,743 706
Purchase of securities
available-for-sale ( 1,600) ( 610)
Loans to affiliates and others ( 60) ( 30)
Repayment of loans to affiliates 278 104
Loan to unaffiliated natural
products company - ( 200)
Investment in unaffiliated
natural products company - ( 500)
Other, net ( 181) 15
------- -------
Net cash used in investing
activities ( 6,732) ( 1,065)
------- -------
Cash flows from financing activities:
Repurchase of common stock - ( 357)
Issuance of common stock 43 -
Net increase in borrowings 4,674 -
Other, net - 19
------- -------
Net cash provided by (used in)
financing activities 4,717 ( 338)
------- -------
Net decrease in cash and cash
equivalents ( 1,528) ( 595)
Cash and cash equivalents at beginning
of period 8,100 10,865
------- -------
Cash and cash equivalents at end of
period $ 6,572 $10,270
======= =======
Supplemental disclosure for cash
flow information:
Cash paid for:
Interest expense $ 173 $ 12
Taxes $ 396 $ 150
See accompanying notes to consolidated financial statements.
</TABLE>
<PAGE>
PURE WORLD, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 1998 AND 1997
(UNAUDITED)
1. General
-------
The accompanying unaudited consolidated financial statements of Pure
World, Inc. and subsidiaries (the "Company" or "Pure World") as of
September 30, 1998 and for the three and nine month periods ended
September 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 nine month periods ended
September 30, 1998 and 1997 are not necessarily indicative of the
results to be expected for the entire year or any other period.
<PAGE>
2. Investment Securities
---------------------
At September 30, 1998, investment securities consisted of the following
(in $000's):
<TABLE>
<CAPTION>
Gross
Holding Fair
Cost Losses Value
------ -------- -------
<S> <C> <C> <C>
Marketable
securities $ 119 $ 13 $ 106
Available-for-sale 1,509 310 1,199
------ ------ ------
Total investment
securities $1,628 $ 323 $1,305
====== ====== ======
</TABLE>
All investment securities are investments in common stock.
3. Inventories
-----------
At September 30, 1998 inventories were comprised of the following
(in $000's):
<TABLE>
<S> <C>
Raw materials $3,055
Work-in-progress 267
Finished goods 2,585
------
Total inventories, net $5,907
======
</TABLE>
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 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 6.49% 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.
<PAGE>
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's wholly-owned subsidiary, Madis 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 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
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.
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 September 30, 1998, plant and equipment consisted of the following
(in $000's):
<TABLE>
<S> <C>
Machinery and equipment $6,650
Leasehold improvements 1,836
Office equipment, furniture
and fixtures 1,350
Accumulated depreciation ( 1,180)
------
Total $8,656
======
</TABLE>
<PAGE>
6. Long-term Debt
--------------
Long-term debt consisted of the following at September 30, 1998 (in
$000's):
<TABLE>
<S> <C>
Loans payable to a bank,
collateralized by certain
property and equipment,
bearing annual interest at
the prime rate (currently
8%) maturing in December 2003,
interest only payments until
December 1998 $ 3,000
Loans payable to a bank, pursuant
to a $2 million unsecured line of
credit bearing annual interest at
the prime rate (currently 8%)
maturing in March 1999,
interest only payments until
March 1999 1,018
Loan payable to a bank, collateralized
by certain equipment bearing
annual interest at the
prime rate plus .25% (currently 8.25%)
maturing in April 2003 280
Loan payable to a bank, collateralized
by certain equipment bearing
annual interest at 8.75% maturing in
August 2003 64
Leases payable for equipment 469
All other 145
-------
Total 4,976
Less: Current portion of long-
term debt 1,755
-------
Long-term debt $ 3,221
=======
</TABLE>
Interest expense was $100,000 and $173,000 for the three and nine
months ended September 30, 1998 and $5,000 and $12,000 for the same
periods in 1997, respectively.
<PAGE>
7. Net Income Per Share
--------------------
Basic net income per share is computed by dividing net income by the
weighted-average number of common shares outstanding. Diluted net
income 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 Statement of Financial Accounting
Standards ("SFAS") No. 128.
The shares used for basic earnings per share and diluted earnings per
share are reconciled as follows (in 000's):
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
September 30, September 30,
------------------ ------------------
1998 1997 1998 1997
------ ------ ------ ------
<S> <C> <C> <C> <C>
Average shares
outstanding for
basic earnings
per share 7,517 7,505 7,514 7,543
Dilutive effect of
stock options 809 567 812 426
----- ----- ----- -----
Average shares
outstanding for
diluted earnings
per share 8,326 8,072 8,326 7,969
===== ===== ===== =====
</TABLE>
<PAGE>
8. Comprehensive Income
--------------------
SFAS No. 130 "Reporting Comprehensive Income" is effective for fiscal
years beginning after December 15, 1997 and requires the reporting and
display of comprehensive income. Comprehensive income of the Company
for the three and nine months ended September 30, 1998 and 1997 are (in
$000's):
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
September 30, September 30,
-------------------- -------------------
1998 1997 1998 1997
------ ------ ------ ------
<S> <C> <C> <C> <C>
Net income $1,528 $ 912 $5,005 $2,079
Unrealized gains
(losses) on
securities
available-for-sale ( 258) ( 219) ( 941) 232
------ ------ ------ ------
Comprehensive
income $1,270 $ 693 $4,064 $2,311
====== ====== ====== ======
</TABLE>
9. Legal Proceedings
-----------------
In late 1997, the Company's wholly-owned subsidiary Madis Botanicals,
Inc. ("Madis") hired Turnkey Solutions, Inc. ("Turnkey") to perform
work and services in connection with the expansion of the Madis
facility. In September 1998, Turnkey filed construction liens against
Madis, totaling approximately $130,000, and it has demanded that Madis
pay certain outstanding invoices, totaling in excess of $1 million.
In October 1998, Madis filed an action in the Superior Court of New
Jersey, Law Division, Bergen County, alleging that Turnkey has breached
its contract, among other things, in connection with work and services
incident to the expansion of the Madis facility. In the action, Madis
seeks damages in excess of $1 million. No assurance can be given that
Madis will be successful in the action.
<PAGE>
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations
---------------------------------------------
Liquidity and Capital Resources
- -------------------------------
At September 30, 1998, the Company had cash and cash equivalents of
approximately $6.6 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 5.0% and 5.13%. The Company had net
working capital of $13.4 million at September 30, 1998. The Company has
an unsecured line of credit of $2 million bearing a rate of 8%. At
September 30, 1998, $982,000 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 $487,000 and $808,000 was provided by operations for the
nine months ended September 30, 1998 and 1997, respectively. 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 the continued additions and enhancements
of laboratory and production facilities.
Net cash of $6.7 million and $1.1 million was used in investing
activities for the nine months ended September 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 production 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 loan totaling $3
million which was fully utilized as of September 30, 1998. The balance
of the expansion was paid from working capital. The Company has
contracted for the construction of additional extraction capacity to
meet the expected increase in demand. The expansion is expected to be
completed by year end, and will cost approximately $1 million.
Cash flows provided by financing activities in the nine months ended
September 30, 1998 were $4.7 million compared to a net use of $.3
million 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 the growth in inventory and receivables described
above.
<PAGE>
Results of Operations
- ---------------------
The Company's operations resulted in net income of $1,528,000, or $.20
basic earnings per share, for the three months ended September 30, 1998
compared to net income of $912,000, or $.12 basic earnings per share,
for the comparable period in 1997. Net income was $5,005,000, or $.67
basic earnings per share for the nine months ended September 30, 1998,
compared to net income of $2,079,000, or $.28 basic earnings per share,
for the comparable period in 1997. Diluted earnings per share were $.18
and $.11 for the quarters ended September 30, 1998 and 1997,
respectively and $.60 and $.26 for the nine months ended September 30,
1998 and 1997, respectively.
The Company, through its wholly-owned subsidiary, Madis Botanicals,
Inc. had sales of $6.4 million for the quarter ended September
30, 1998, compared to sales of $3.0 million for the comparable
quarter of 1997, an increase of $3.4 million, or 116%. For the nine
months ended September 30, 1998, sales were $17.7 million
compared to $8.1 million for the comparable period in 1997, an increase
of $9.6 million, or 119%.
For the quarters ended September 30, 1998 and 1997, the gross margin
(sales less cost of goods sold) was $3.0 million, or 46% of sales and
$1.4 million, or 46% of sales, respectively. For the nine months ended
September 30, 1998 and 1997, the gross margin was $8.6 million or 49%
of sales and $3.7 million or 46% of sales, respectively.
For the three and nine months ended September 30, 1998, the Company
recorded net gains on marketable securities of $79,000 and $680,000,
respectively, compared to $265,000 and $514,000 for the same periods in
1997. Substantially all of the gains recorded in 1998 and 1997 were
realized. The increase in net gains on marketable securities from 1998
to 1997 was due to changes in portfolio composition and general market
conditions.
Interest and dividend income was $87,000 and $279,000 for the three and
nine months ended September 30, 1998, respectively, compared to
$134,000 and $411,000 for the three and nine months ended September 30,
1997. Interest income was $132,000 during the nine month period ended
September 30, 1998, a decrease of $276,000 from the $408,000 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 discussed combined with lower yields on
cash equivalents.
<PAGE>
Other income was $20,000 and $23,000 for the three and nine months
ended September 30, 1998, respectively, compared to $242,000 and
$703,000 for the comparable periods in 1997. Other income in 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 $1.6 million and $1.0
million for the three months ended September 30, 1998 and 1997,
respectively, an increase of approximately $600,000. This increase was
primarily attributable to increases in the following expenses:
personnel, due to an increase in headcount, sale commissions and merit
salary increases, $171,000; bad debt expense, $115,000; interest,
$95,000; consulting fees, $35,000; travel, $35,000 and advertising
$32,000. For the nine months ended September 30, 1998 and 1997,
selling, general and administrative expenses were $4.3 million and $3.0
million, respectively, an increase of $1.3 million. This increase was
primarily attributable to increases in the following expenses:
personnel, $529,000; interest, $161,000; bad debt expense, $115,000;
advertising, $100,000; travel, $93,000; and consulting fees, $58,000.
The increases in selling, general and administrative expenses for the
three and nine months discussed above were commensurate with the
overall increase in the level of sales.
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. The software
for the processing of transactions and accounting used by the Company
has versions that are certified as being Year 2000 compliant. 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.
<PAGE>
The Company will utilize external resources to reprogram, or replace,
and test the software for Year 2000 modifications, and has retained the
required assistance for the computer conversion. 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.
<PAGE>
PART II - OTHER INFORMATION
- ------- -----------------
Item 1. - Legal Proceedings
- ------ ------------------
In late 1997, the Company's wholly-owned subsidiary Madis Botanicals
Inc. ("Madis") hired Turnkey Solutions, Inc. ("Turnkey") to perform
work and services in connection with the expansion of the Madis
facility. In September 1998, Turnkey filed construction liens against
Madis, totaling approximately $130,000, and it has demanded that Madis
pay certain outstanding invoices, totaling in excess of $1 million.
In October 1998, Madis filed an action in the Superior Court of New
Jersey, Law Division, Bergen County, alleging that Turnkey has breached
its contract, among other things, in connection with work and services
incident to the expansion of the Madis facility. In the action, Madis
seeks damages in excess of $1 million. No assurance can be given that
Madis will be successful in the action.
Item 4. - Submission of Matters to a Vote of Security Holders
- ------ ---------------------------------------------------
The Company held its Annual Meeting of Stockholders on November 3,
1998. All nominees to the Company's Board of Directors were elected.
The following is a vote tabulation for all nominees:
<TABLE>
For Withheld
---------- ----------
<S> <C> <C>
Paul O. Koether 7,000,089 44,682
Mark W. Jaindl 7,000,143 44,628
William Mahomes, Jr. 7,000,152 44,619
Alfredo Mena 7,000,152 44,619
</TABLE>
Item 6. - Exhibits and Reports on Form 8-K
- ------ --------------------------------
(a) Exhibits
--------
27. Financial Data Schedule for the nine months ended September 30,
1998.
(b) Reports on Form 8-K
--------------------
No reports on Form 8-K were filed during the quarter for which this
report is being filed.
<PAGE>
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: November 13, 1998 By: /s/ Mark Koscinski
---------------------------
Mark Koscinski
Senior Vice President and
Principal Accounting Officer
