-----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, ELEfkLKKR+9G23hThfCLxerYO3IE/Rmt3YCEpiqf7WxygAKdfyccBYO8FLzF5g+h 1/YC0kNJOfx1rb0IiyG49Q== 0001016504-06-000016.txt : 20060921 0001016504-06-000016.hdr.sgml : 20060921 20060921161418 ACCESSION NUMBER: 0001016504-06-000016 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060921 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060921 DATE AS OF CHANGE: 20060921 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: 0630 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-31668 FILM NUMBER: 061102361 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_20060921.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): September 21, 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 2.02. Results of Operations and Financial Condition. On September 21, 2006, Integrated BioPharma, Inc. issued a press release announcing results for its fiscal year ended June 30, 2006. The press release is attached as an exhibit to this Report. The information in this Item 2.02, and in Exhibit 99.1 attached hereto, is being furnished and shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. The information in this Current Report shall not be incorporated by reference into any registration statement or other document filed with the Securities and Exchange Commission, whether filed before or after the date hereof, regardless of any general incorporation language in any such filing, unless the registrant expressly sets forth in such filing that such information is to be considered "filed" or incorporated by reference therein. Item 9.01. Financial Statements and Exhibits (c) Exhibits. Exhibit No. Description 99.1 Press Release issued by Integrated BioPharma, Inc. on September 21, 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: September 21, 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 September 21, 2006 Contact: Dina Masi, CFO Integrated BioPharma, Inc. 888.319.6962 d.masi@ibiopharma.com Integrated BioPharma Reports Results for its Fiscal Year Ended June 30, 2006 Hillside, N.J., September 21, 2006--Integrated BioPharma, Inc. (AMEX:INB) reported financial results today for its fiscal year ended June 30, 2006. Revenues were $57.8 million, an increase of approximately 77% or $25.1 million from $32.7 million for the fiscal year ended June 30, 2005. The increase in sales is primarily attributable to increased sales of our branded proprietary nutraceutical products. Operating income for the fiscal year ended June 30, 2006 increased by $16.2 million to $5.1 million compared to an operating loss of ($11.1) million for the fiscal year ended June 30, 2005. Net income applicable to common shareholders for the fiscal year ended June 30, 2006 was $5.5 million, or $0.34 per diluted share, compared with a net loss applicable to common shareholders of ($11.4) million, or ($0.90) per diluted share, for the fiscal year ended June 30, 2005, which included non-recurring income of $2.5 million relating to settlement of a lawsuit. Net income (loss) applicable to common shareholders is calculated after cash Preferred Stock dividends of $482,463 and $490,000 and non-cash Preferred Stock deemed dividends of $2,399,643 and $2,332,000 for the fiscal years ended June 30, 2006 and 2005, respectively. E. Gerald Kay, Chief Executive Officer of INB, stated, "We believe the results for Fiscal 2006 speak for themselves and provide a strong validation of our strategic plan to continue building the Company's proprietary nutraceutical business." A summary of our financial results for the fiscal year ended June 30, 2006 are presented below: INTEGRATED BIOPHARMA, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) Fiscal Years Ended June 30, ----------------------------- 2006 2005 ------------ ------------ Total Revenue $ 57,820,466 $ 32,735,813 Cost of sales (1) 35,979,805 30,743,847 ------------ ------------ Gross profit 21,840,661 1,991,966 ------------ ------------ Impairment - 1,122,247 Selling and administrative expenses 16,737,519 11,982,220 ------------ ------------ Total selling and administrative expenses 16,737,519 13,104,467 ------------ ------------ Operating income (loss) 5,103,142 (11,112,501) Gain on settlement of lawsuit - 2,475,322 Other income (expense) (221,616) 29,425 ------------ ------------ Income (loss) before income taxes and minority interest 4,881,526 (8,607,754) Federal and state income tax benefit, net 3,356,447 27,325 ------------ ------------ Net income (loss) before minority interest 8,237,973 (8,580,429) Minority interest 193,779 196 ------------ ------------ Net income (loss) 8,431,752 (8,580,233) Non-cash deemed dividend from beneficial conversion feature of Series B Preferred stock dividend (2) (2,399,643) (2,332,000) Series B Preferred stock dividend (3) (482,463) (490,000) ------------ ------------ Net income (loss) applicable to common shareholders $ 5,549,646 $(11,402,233) ============ ============ Net income (loss) per common share: Basic $ 0.43 $ (0.90) ============ ============ Diluted $ 0.34 $ (0.90) ============ ============ Weighted average common shares outstanding: Basic 12,832,737 12,610,975 ============ ============ Diluted(4) 16,231,365 12,610,975 ============ ============
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. 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-----