-----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, HxvjEGMg8VCW7M9Xwl4Rmm5mrXFmholE/Ti0UKofeOJb/gydzjYffgsz87bft1wR BjOI88Wxp8bi9vzGyJScfw== 0001016504-06-000003.txt : 20060214 0001016504-06-000003.hdr.sgml : 20060214 20060214130547 ACCESSION NUMBER: 0001016504-06-000003 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060214 ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060214 DATE AS OF CHANGE: 20060214 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: 06610983 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_20060214.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 14, 2006 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 14, 2006, Integrated BioPharma, Inc. announced its financial results for the second quarter ended December 31, 2005. 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 14, 2006. 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, 2006 By:/s/ Dina L. Masi Dina L. Masi Senior Vice President & Chief Financial Officer EX-99 2 exhibit99_1.txt INTEGRATED BIOPHARMA, INC. Exhibit 99.1 NEWS RELEASE for February 14, 2006 Contact: Dina Masi, CFO Integrated BioPharma, Inc. 888.319.6962 d.masi@ibiopharma.com Integrated BioPharma Reports Second Quarter Results SECOND QUARTER DILUTED EPS $0.05 per share Hillside, N.J., February 14, 2006--Integrated BioPharma, Inc. (AMEX:INB) reported financial results today for the three and six month periods ended December 31, 2005. Net income applicable to common shareholders for the quarter was $685,518, or $0.05 per diluted share, compared with a net loss of $3.3 million, or $(0.26) per diluted share, for the same period in 2004. For the six months ended December 31, 2005, INB reported net income applicable to common shareholders of $1.8 million, or $0.13 per diluted share, compared with a net loss of $5.7 million, or $(0.46) per diluted share, for the same period in 2004. Net income applicable to common shareholders is calculated after cash dividends of $123,507 and $247,014 and non-cash deemed preferred stock dividends of $583,000 and $1,166,000 for the three and six months ended December 31, 2005, respectively. Second quarter revenues increased approximately 105% to $12,968,294 from $6,310,908 for the same period a year ago. Exclusive of the Paxis subsidiary, the gross profit percentage increased to approximately 42% for the quarter ended December 31, 2005 from 18% for the same quarter of last year. The Company's pretax operating income was $1,366,015 for the second quarter of 2005 as compared to an operating loss of $(2,558,218) for the prior period. Revenues for the six months ended December 31, 2005 increased approximately 125% to $27.8 million from $12.4 million a year ago. Exclusive of the Paxis subsidiary, the gross profit percentage increased to approximately 43% for the six months ended December 31, 2005 from 20% for the same period last year. The Company's pretax operating income was $3.3 million for the six months ended December 31, 2005 as compared to an operating loss of $(4.3) million for the prior period. E. Gerald Kay, Chief Executive Officer of INB, said, "In this quarter, we added a new product to our branded proprietary nutraceutical product line and increased our advertising costs. These initiatives have resulted in increased sales and, we believe, added value to our shareholders. I am proud of the performance of our management team in delivering new products and expanding our nutraceutical customer base. We continue our efforts to stabilize our Paxis subsidiary by functionally integrating it in and exploring other strategies with our Hauser subsidiary. Finally, we remain focused on our diversification into the Biotechnology area with particular emphasis on our proprietary vaccine platform." Financial Results for the three and six months ended December 31, 2005: INTEGRATED BIOPHARMA, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) Three months ended Six months ended December 31, December 31, -------------------------------------------------------------- 2005 2004 2005 2004 ------------ ----------- ------------ ------------ Total Revenue $ 12,968,294 $ 6,310,908 $ 27,755,401 $ 12,350,059 Cost of sales 7,989,170 6,000,933 17,381,932 11,720,324 ------------ ----------- ------------ ------------ Gross profit 4,979,124 309,975 10,373,469 629,735 Selling and administrative expenses 3,613,109 2,868,193 7,023,754 4,974,365 ------------ ----------- ------------ ------------ Pretax operating income (loss) 1,366,015 (2,558,218) 3,349,715 (4,344,630) Other income (expense) (37,030) 5,333 (96,626) 39,880 ------------ ----------- ------------ ------------ Income (loss) before income taxes and minority interest 1,328,985 (2,552,885) 3,253,089 (4,304,750) Federal and state income tax (benefit) 20,876 (22,620) 65,614 (22,873) ------------ ----------- ------------ ------------ Net income (loss) before minority interest 1,308,109 (2,530,265) 3,187,475 (4,281,877) Minority interest 83,916 (20,986) 117,116 (20,986) ------------ ----------- ------------ ------------ Net income (loss) 1,392,025 (2,551,251) 3,304,591 (4,302,863) Non-cash deemed dividend from beneficial conversion feature of Series B Preferred stock dividend (1) (583,000) (583,000) (1,166,000) (1,166,000) Series B Preferred stock dividend (2) (123,507) (123,507) (247,014) (247,014) ------------ ----------- ------------ ------------ Net income (loss) applicable to common shareholders $ 685,518 $(3,257,758) $ 1,891,577 $ (5,715,877) ============ =========== ============ ============ Diluted $ 0.05 $ (0.26) $ 0.13 $ (0.46) ============ =========== ============ ============ Weighted average common shares outstanding - - assuming dilution 13,887,522 12,570,124 14,176,429 12,555,560 ============ =========== ============ ============
(1) Represents 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) Represents 7% dividend on Series B redeemable convertible preferred stock. About Integrated BioPharma Inc (INB) Integrated BioPharma is a unique grouping of companies presently serving the varied needs of the health care industry. Through its nutraceutical business, the Company creates, develops, manufactures and markets products worldwide. The Company's biotechnology business uses its patented plant-based technology to produce vaccines and therapeutic antibodies. Its pharmaceutical business operates a cGMP facility for the production and sale of Paclitaxel and related drugs and provides technical services through its contract research organization. Further information is available at www.iBioPharma.com. Statements included in this release related to Integrated BioPharma, Inc. 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-----