-----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, KdtkFTizf+7KPmzxvoeqNjQHMoLnDi3Gco/ASK9IJPFfRlkRRhlSudocWBWqljkj Ay7wjz8frV6qUtP99dECfA== 0001016504-04-000009.txt : 20040217 0001016504-04-000009.hdr.sgml : 20040216 20040217132236 ACCESSION NUMBER: 0001016504-04-000009 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040214 ITEM INFORMATION: Financial statements and exhibits ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20040217 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: 04606563 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 inb8kfeb14_2004.txt INTEGRATED BIOPHARMA, INC. - FEBRUARY 14, 2004 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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 13, 2004 INTEGRATED BIOPHARMA, INC. (Exact Name of Registrant as Specified in Charter) Delaware 000-28876 22-2407475 (State or Other Jurisdiction (Commission (IRS Employer of Incorporation) File Number) Identification No.) 225 Long Ave., Hillside, New Jersey 07205 (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code (973) 926-0816 NOT APPLICABLE (Former Name or Former Address, if Changed Since Last Report) ITEM 7. Financial Statements and Exhibits. (c) Exhibits Exhibit Number Description 99.1 Press Release of Integrated BioPharma, Inc. dated February 13, 2004 reporting results for the quarter ended December 31, 2003. ITEM 9. Regulation FD Disclosure. In accordance with SEC Release No. 33-8216, the following information, required to be furnished under "Item 12. Results of Operations and Financial Condition," is furnished under "Item 9. Regulation FD Disclosure". On February 13, 2004 the Company issued a press release reporting results for the quarter ended December 31, 2003, the text of which is attached hereto as Exhibit 99.1 and incorporated herein in its entirety by reference. The statements in this Current Report on Form 8-K, including the exhibits, contain forward-looking statements and are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Investors are cautioned that forward-looking statements involve risk and uncertainties which may affect the Registrant's business prospects, including economic, competitive, governmental, technological and other factors discussed in filings with the Securities and Exchange Commission. 2 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. February 17, 2004 By: /s/Eric Friedman -------------------- Name: Eric Friedman Title: Vice President 3 EXHIBIT INDEX Exhibit Number Description 99.1 Press Release of Integrated BioPharma, Inc. dated February 13, 2004 reporting results for the quarter ended December 31, 2003. 4 EX-99 3 exhibit99_1.txt INTEGRATED BIOPHARMA, INC. - FEBRUARY 14, 2004 FOR IMMEDIATE RELEASE Contact: Jamie E. Levey February 13, 2004 Investor Relations (888) 319-6962 Integrated BioPharma Reports Second Quarter Financial Results Hillside, N.J., February 13, 2004--Integrated BioPharma, Inc. (AMEX:INB) announced its financial results for the second quarter ended December 31, 2003. Second quarter revenues increased approximately 15% to $6,849,826 from $5,945,719 for the same period a year ago. Net operating loss for the quarter was $(366,751) or $(0.04) per share on 10,521,942 shares outstanding compared to net income of $326,822 or $0.04 per share on 7,441,485 shares outstanding for the comparable quarter last year. The growth in revenue is primarily attributed to sales from the recently acquired products. The reduction in net income is mainly attributable to one-time only transactional expenses and to the inclusion of Paxis Pharmaceuticals, Inc. start-up expenses. For the six months ended December 31, 2003, revenues increased approximately 10% to $11,829,832 from $10,793,909 for the same period last year. Net operating loss for the six months ended December 31, 2003 was $(1,123,046) or $(.11) per share on 10,413,649 shares outstanding as compared to net income of $513,332 or $.07 per share on 7,306,135 shares outstanding for the six months ended December 31, 2002. The growth in revenue is primarily attributed to sales from the recently acquired products. The reduction in net income is mainly attributable to one-time only transactional expenses and to the inclusion of Paxis Pharmaceuticals, Inc. start-up expenses. "We are pleased with the operating results for this period," stated E.Gerald Kay, CEO of Integrated BioPharma, Inc. "The products we recently acquired contributed significantly to the bottom line. Business continues to grow and develop at a steady pace. In particular, start-up operations at Paxis Pharmaceuticals are in line with our expectations and performing well." For the Three Months Ended December 31, December 31, 2003 2002 ------------ ------------ Total Revenue $ 6,849,826 $ 5,945,719 Cost of Sales 4,804,299 4,405,182 ------------ ------------ Gross Profit 2,045,527 1,540,537 ------------ ------------ Paxis Pharmaceuticals, Inc. Start Up Expenses 1,051,047 -- Selling and Administrative Expenses 1,421,646 1,030,105 ------------ ------------ Total Selling and Administrative Expenses 2,472,693 1,030,105 ------------ ------------ Operating (Loss) Income (427,166) 510,432 Other Income 157,715 94,812 ------------ ------------ (Loss) Income Before Income Taxes (269,451) 605,244 Provision for Income Taxes 97,300 278,422 ------------ ------------ Net (Loss) Income $ (366,751) $ 326,822 ============ ============ Diluted EPS Before Accretion $ (0.04) $ 0.04 ============ ============ Average Common Shares Outstanding-fully diluted 10,521,942 7,441,485 ============ ============ For the Six Months Ended December 31, December 31, 2003 2002 ------------ ------------ Total Revenue $ 11,829,832 $ 10,793,909 Cost of Sales 8,766,979 8,297,696 ------------ ------------ Gross Profit 3,062,853 2,496,213 ------------ ------------ Paxis Pharmaceuticals, Inc. Start Up Expenses 1,671,354 -- Selling and Administrative Expenses 2,684,713 1,757,136 ------------ ------------ Total Selling and Administrative Expenses 4,356,067 1,757,136 ------------ ------------ Operating (Loss) Income (1,293,214) 739,077 Other Income 244,293 177,845 ------------ ------------ (Loss) Income before Income Taxes (1,048,921) 916,922 Provision for Income Taxes 74,125 403,590 ------------ ------------ Net (Loss) Income $(1,123,046) $ 513,332 ============ ============ Diluted EPS Before Accretion $ (0.11) $ 0.07 ============ ============ Average Common Shares Outstanding-fully diluted 10,413,649 7,306,135 ============ ============ INB serves the pharmaceutical, biotech, and nutraceutical industries. Through several wholly owned subsidiaries, INB develops, manufactures and distributes more than 130 products worldwide. Paxis Pharmaceuticals, Inc., a wholly owned subsidiary, places the Company in the position to be a world leader in the production and sale of paclitaxel and related drugs. Through its biotech subsidiary, NuCycle Therapy, Inc., INB is developing preventive cancer compounds and human therapeutic proteins in transgenic plants. Further information is available at www.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-----