-----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, PJYDLyRxj1gmP5mxofNBsnXfhwktM96+O9L481yeyXVucKsXuVYJH9TlgODxn3uK F8wNDVNWVGmedZwD1VL5JQ== 0001016504-07-000006.txt : 20070205 0001016504-07-000006.hdr.sgml : 20070205 20070205153922 ACCESSION NUMBER: 0001016504-07-000006 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20070205 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070205 DATE AS OF CHANGE: 20070205 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: 07580240 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_20070205.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 5, 2007 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 February 5, 2007, Integrated BioPharma, Inc. issued a press release announcing results for its quarter ended December 31, 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 February 5, 2007. 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 5, 2007 By:/s/ Dina L. Masi Dina L. Masi Chief Financial Officer EX-99 2 exhibit99_1.txt INTEGRATED BIOPHARMA, INC. Exhibit 99.1 NEWS RELEASE for February 5, 2007 Contact: Dina Masi, CFO Integrated BioPharma, Inc. 888.319.6962 d.masi@ibiopharma.com INTEGRATED BIOPHARMA REPORTS SECOND QUARTER RESULTS Hillside, N.J., February 5, 2007--Integrated BioPharma, Inc. (AMEX:INB) reported financial results today for the three and six month periods ended December 31, 2006. Revenues for the quarter ended December 31, 2006 were $20.9 million compared to $13.0 million for the quarter ended December 31, 2005, an increase of $7.9 million. Operating income for the quarter ended December 31, 2006 was $2.0 million compared to operating income of $1.4 million for the quarter ended December 31, 2005. Revenues for the six month period ended December 31, 2006 were $33.8 million compared to $27.8 million for the six month period ended December 31, 2005, an increase of $6.0 million. Operating income for the six months ended December 31, 2006 was $2.4 million compared to operating income of $3.3 million for the six months ended December 31, 2005. Promotional advertising expenses, which are netted against revenues, increased in the quarter ended December 31, 2006 to $3.4 million from $1.5 million in the comparable period in 2005. The Company's promotional advertising expenses as a percentage of revenues (before deducting such promotional advertising expenses), increased from 10.5% in the quarter December 31, 2005 to 14.2% in the quarter ended December 31, 2006. After giving effect to its actual first and second quarter results, the Company's annual revenue forecast for the current fiscal year remains in the range of $68.0 and $70.0 million, which, if achieved, would exceed the prior fiscal year revenue of $57.8 million by $10.0 to $12.0 million, as previously reported. "Our current strategy, to use strong marketing efforts to build brand identity and increased market share, continues to show positive results in the form of significant revenue growth and the ability to expand our branded product line," said E. Gerald Kay, Chief Executive Officer of Integrated BioPharma, Inc. "Now that distribution channels for our brand are well established, we intend to continue to support our growth of existing products and broaden our product line with the focus on revenue and profit growth," added Mr. Kay. As previously reported, in the quarter ended December 31, 2006, the Company redeemed 650 shares of its outstanding preferred stock, thereby extinguishing all prospective rights and preferences pertinent to the redeemed 650 shares of Preferred Stock, including actual dividends and deemed dividends (which are required to be deducted in the calculation of net income attributable to common shareholders and resulted in decreases in net income of approximately $2.3 million in each of the last two fiscal years). The redemption also cancelled the related liquidation preferences and the right to convert the Preferred Stock into 650,000 shares of the Company's common stock at $10 per share. Subsequent to this redemption, only 25 shares of Preferred Stock, held by another party, remain outstanding. The effects of the Preferred Stock outstanding during the periods reported are as follows: net income for the three- and six-month periods ended December 31, 2006, was reduced by cash dividends of $202,816 and $370,904, respectively; net income in both periods was reduced by a non-cash dividend of $1.2 million; and net income in the three- and six-month periods was further reduced by non-cash deemed Preferred Stock dividends of $1.2 million and $1.8 million, respectively. This compares to reductions in the three- and six-month periods ended December 31, 2005 for cash dividends of $123,507 and $247,014, respectively, and non-cash deemed Preferred Stock dividends of $583,000 and $1.2 million, respectively. Consequently, for the quarter ended December 31, 2006, there was a net loss applicable to common shareholders of $1.6 million, or ($0.11) per diluted share, compared with net income applicable to common shareholders of $686,000, or $0.05 per diluted share, for the quarter ended December 31, 2005. For the six months ended December 31, 2006, there was a net loss applicable to common shareholders of $2.1 million, or ($0.15) per diluted share, compared with net income applicable to common shareholders of $1.9 million, or $0.13 per diluted share, for the same period in 2005. As the result of the redemption, there will be no further reductions of the Company's net income attributable to the 650 shares of Preferred Stock, which constituted more than 96% of the Preferred Stock previously outstanding. Financial Results for the three and six months ended December 31, 2006 follow: INTEGRATED BIOPHARMA, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) Three months ended Six months ended December 31, December 31, ---------------------------- ------------------------------ 2006 2005 2006 2005 ------------ ----------- ------------ ------------ Total Revenue $ 20,852,080 $12,968,294 $ 33,763,318 $ 27,755,401 Cost of sales 14,110,416 7,989,170 22,642,003 17,381,932 ------------ ----------- ------------ ------------ Gross profit 6,741,664 4,979,124 11,121,315 10,373,469 Selling and administrative expenses 4,722,379 3,613,109 8,734,014 7,023,754 ------------ ----------- ------------ ------------ Pretax operating income 2,019,285 1,366,015 2,387,301 3,349,715 Other expense (165,977) (37,030) (193,313) (96,626) ------------ ----------- ------------ ------------ Income before income taxes and minority interest 1,853,308 1,328,985 2,193,988 3,253,089 Federal and state income tax (1) 755,410 20,876 965,592 65,614 ------------ ----------- ------------ ------------ Net income before minority interest 1,097,898 1,308,109 1,228,396 3,187,475 Minority interest - 83,916 37,590 117,116 ------------ ----------- ------------ ------------ Net income 1,097,898 1,392,025 1,265,986 3,304,591 Non-cash deemed dividend from beneficial conversion feature of Series B Preferred stock dividend (2) (1,220,546) (583,000) (1,783,046) (1,166,000) Series B Preferred stock dividend (3) (1,430,106) (123,507) (1,549,202) (247,014) ------------ ----------- ------------ ------------ Net (loss) income applicable to common shareholders $(1,552,754) $ 685,518 $(2,066,262) $ 1,891,577 ============ =========== ============ ============ Diluted net (loss) income per common share $ (0.11) $ 0.05 $ (0.15) $ 0.13 ============ =========== ============ ============ Weighted average common shares outstanding - assuming dilution 13,565,538 13,887,522 13,419,822 14,176,429 ============ =========== ============ ============
1) Federal and state income taxes increased significantly in the periods ended December 31, 2006 as compared to the comparable periods in 2005 as a result of increased state income taxes in states where we file separate income tax returns with no available net operating losses to offset current taxable income and increased Federal income taxes as a result of the Company releasing its valuation allowances in its fiscal year ended June 30, 2006, resulting in the Company not recognizing a net federal tax expense in the comparable 2005 periods. (2) 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. (3) Represents 7% cash dividend on Series B redeemable convertible preferred stock and includes a $1.2 million non-cash dividend on issuance of warrants upon early redemption of 650 shares of Series B Preferred Stock. About Integrated BioPharma Inc. (INB) Integrated BioPharma, Inc. 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-----