-----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, FNrGtNRlFevDbb7eYpl2sWivWVmkEmkDfpDTd4W9uIMYAWslRC1/dMUx+yvdjTg3 ODCV1pd6tXxQLxeUGBMxXA== 0001016504-05-000006.txt : 20050214 0001016504-05-000006.hdr.sgml : 20050214 20050214112151 ACCESSION NUMBER: 0001016504-05-000006 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050214 ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050214 DATE AS OF CHANGE: 20050214 FILER: COMPANY DATA: COMPANY CONFORMED NAME: INTEGRATED BIOPHARMA INC CENTRAL INDEX KEY: 0001016504 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 133035216 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-31668 FILM NUMBER: 05604399 BUSINESS ADDRESS: STREET 1: 201 ROUTE 22 CITY: HILLSIDE STATE: NJ ZIP: 07205 BUSINESS PHONE: 9739260816 MAIL ADDRESS: STREET 1: 201 ROUTE 22 CITY: HILLSIDE STATE: NJ ZIP: 07205 FORMER COMPANY: FORMER CONFORMED NAME: INTEGRATED HEALTH TECHNOLOGIES INC DATE OF NAME CHANGE: 20020912 FORMER COMPANY: FORMER CONFORMED NAME: CHEM INTERNATIONAL INC DATE OF NAME CHANGE: 19960716 8-K 1 inb8k_20050214.txt INTEGRATED BIOPHARMA, INC. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): February 11, 2005 Integrated BioPharma, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 000-28876 22-2407475 (Commission File Number) (IRS Employer Identification No.) 225 Long Avenue Hillside, New Jersey 07205 (Address of Principal Executive Offices) (Zip Code) (973) 926-0816 (Registrant's Telephone Number, Including Area Code) (Former Name or Former Address, if Changed Since Last Report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): |_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Item 7.01. Regulation FD Disclosure On February 11, 2005, Integrated BioPharma, Inc. announced its financial results for the second quarter and the six months ended December 31, 2004. The press release is attached as an exhibit to this Report. Item 9.01. Financial Statements and Exhibits (c) Exhibits. Exhibit No. Description 99.1 Press Release issued by Integrated BioPharma, Inc. on February 11, 2005. 1 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned thereunto duly authorized. INTEGRATED BIOPHARMA, INC. Date: February 14, 2005 By:/s/ Eric Friedman Eric Friedman Vice President and Chief Financial Officer EX-99 2 exhibit99_1.txt INTEGRATED BIOPHARMA, INC. Exhibit 99.1 NEWS RELEASE for February 11, 2005 Contact: Michael Mason (investors) Eric Friedman, CFO Allen & Caron Inc. Integrated BioPharma, Inc. 212 691 8087 888 319 6962 michaelm@allencaron.com e.friedman@chemintl.com Brian Kennedy (media) brian@allencaron.com INTEGRATED BIOPHARMA REPORTS SECOND QUARTER AND SIX MONTH FINANCIAL RESULTS HILLSIDE, NJ (February 11, 2005) Integrated BioPharma, Inc. (AMEX:INB) announced its financial results for the second quarter and the six months ended December 31, 2004. Revenues increased approximately six percent to $12,535,544 from $11,829,832 for the six months ended December 31, 2004 and 2003 respectively. Total net loss for the six months ended December 31, 2004, was $5,715,877 or $0.46 per share on 12,555,560 shares outstanding compared to a loss of $1,313,046 or $0.13 per share on 10,413,649 shares outstanding for the comparable quarter of last year. The $4.4 million increase in net loss for the six months was due to a cash dividend of $247,014 to preferred stockholders and a $1,166,000 non-cash deemed preferred stock dividend, approximately $800,000 increase in operating loss in the Paxis Pharmaceutical Inc. subsidiary, a $600,000 operating loss in the newly acquired Hauser CRO subsidiary and an increase in various selling and administrative expenses including consulting and professional fees, advertising and salaries. Second quarter revenues decreased approximately six percent to $6,419,508 from $6,849,826 for the same period a year ago. The Company's net loss was $3,257,758 for the second quarter of 2004 as compared to $461,751. The $2.8 million increase in net loss can be attributed to a $1 million increase in operating loss in the Paxis Pharmaceuticals, Inc. subsidiary, a $600,000 operating loss in the newly acquired Hauser CRO subsidiary, and increases in selling and administrative expenses including consulting and professional fees, advertising and salaries. On February 10, 2005 the Company received an additional $2.5 million cash payment as part of a previously disclosed class action lawsuit on behalf of direct purchasers of vitamin products. Financial results for the six months ended December 31, 2004: For the Six Months Ended December 31, 2004 December 31, 2003 Total Revenue $ 12,535,544 $ 11,829,832 Cost of Sales 11,466,891 8,766,979 ------------------- ------------------ Gross Profit 1,068,653 3,062,853 ------------------- ------------------ Paxis Pharmaceuticals, Inc. Start Up Costs -- 1,671,354 Selling and Administrative Expenses 5,413,283 2,684,713 ------------------- ------------------ Total Selling and Administrative Expenses 5,413,283 4,356,067 ------------------- ------------------ Pretax Operating (Loss) (4,344,630) (1,293,214) Other Income (Expense) 39,880 244,293 ------------------- ------------------ (Loss) Before Income Taxes and minority interest (4,304,750) (1,048,921) ------------------- ------------------ Provision for Income Taxes (22,873) 74,125 ------------------- ------------------ Net (Loss) before minority interest (4,281,877) (1,123,046) Minority interest in income of consolidated subsidiary (20,986) -- Net [Loss] (4,302,863) (1,123,046) Accretion of Preferred Stock Dividends -- (190,000) Non-cash deemed dividend on Preferred Stock (1) (1,166,000) -- Preferred Stock Dividend (2) (247,014) -- ------------------- ------------------ Net Loss applicable to common shareholders $ (5,715,877) $ (1,313,046) =================== ================== Diluted EPS $ (0.46) $ (0.13) =================== ================== Average Common Shares Outstanding-fully diluted 12,555,560 10,413,649 =================== ==================
Financial results for the quarter ended December 31, 2004: For the Three Months Ended December 31, 2004 December 31, 2003 Total Revenue $ 6,419,508 $ 6,849,826 Cost of Sales 5,867,380 4,804,299 ------------------- ------------------ Gross Profit 552,128 2,045,527 ------------------- ------------------ Paxis Pharmaceuticals, Inc. Start Up Costs -- 1,051,047 Selling and Administrative Expenses 3,110,346 1,421,646 ------------------- ------------------ Total Selling and Administrative Expenses 3,110,346 2,472,693 ------------------- ------------------ Pretax Operating (Loss) (2,558,218) (427,166) Other Income (Expense) 5,333 157,715 ------------------- ------------------ (Loss) Before Income Taxes and minority interest (2,552,885) (269,451) ------------------- ------------------ Provision for Income Taxes (22,620) 97,300 ------------------- ------------------ Net (Loss) before minority interest (2,530,265) (366,751) Minority interest in income of consolidated subsidiary (20,986) -- Net [Loss] (2,551,251) (366,751) Accretion of Preferred Stock Dividends -- (95,000) Non-cash deemed dividend on Preferred Stock (1) (583,000) -- Preferred Stock Dividend (2) (123,507) -- ------------------- ------------------ Net Loss applicable to common shareholders $ (3,257,758) $ (461,751) =================== ================== Diluted EPS $ (0.26) $ (0.04) =================== ================== Average Common Shares Outstanding-fully diluted 12,570,124 10,521,942 =================== ==================
(1) Non-cash deemed dividend for preferred shareholders associated with the amortization of beneficial conversion feature and accretion of redemption value of Series B redeemable convertible preferred stock. (2) 7 percent dividend on Series B redeemable convertible preferred stock. About Integrated BioPharma Inc (INB) INB serves the pharmaceutical, biotech and nutraceutical industries. INB's biotech subsidiary, INB:Biotechnologies, Inc. is developing human therapeutics and preventive compounds using a transient gene expression system and transgenic plant technology. INB's pharmaceutical subsidiary, Paxis Pharmaceuticals, Inc., develops and operates a state-of-the-art GMP facility for the production and sale of paclitaxel and related drugs. INB's nutraceutical subsidiary, Manhattan Drug, develops, manufactures and distributes more than 130 products worldwide. Further information is available atwww.iBioPharma.com. Statements included in this release may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements involve a number of risks and uncertainties such as competitive factors, technological development, market demand, and the company's ability to obtain new contracts and accurately estimate net revenues due to variability in size, scope and duration of projects, and internal issues in the sponsoring client. Further information on potential risk factors that could affect the company's financial results can be found in the company's Reports filed with the Securities and Exchange Commission. -----END PRIVACY-ENHANCED MESSAGE-----