-----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, BKCqqePhVzUo4TlQlciYNFK1V66D2T2cjE+J7GsGkAzlV5L4Er1uRBvrG3yVw8PZ MbzpRk2bsqVhPs4psYWJuw== 0001016504-04-000063.txt : 20040915 0001016504-04-000063.hdr.sgml : 20040915 20040915160537 ACCESSION NUMBER: 0001016504-04-000063 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040915 ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20040915 DATE AS OF CHANGE: 20040915 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: 041031761 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 inb8ksep15_2004.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 15, 2004 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 September 15, 2004, Integrated BioPharma, Inc., a Delaware corporation (the "Company"), issued a press release announcing results for its fiscal year ended June 30, 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 September 15, 2004. 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: September 15, 2004 By: /s/ Eric Friedman Eric Friedman Vice President and Chief Financial Officer EX-99 2 exhibit99_1.txt INTEGRATED BIOPHARMA, INC. NEWS RELEASE for September 15 at 4:05 PM EDT 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 INTEGRATED BIOPHARMA POSTS RESULTS FOR FISCAL YEAR ENDED JUNE 30, 2004 HILLSIDE, NJ (September 15, 2004) . . . Integrated BioPharma Inc (Amex:INB) today announced results for its fiscal year ended June 30, 2004. The Company's historical core business - manufacture and sale of nutraceutical products - remained profitable and cash-flow positive. Sales and gross profit increased by approximately $3.0 million and $760,000, respectively, from the prior year. During fiscal 2004, the Company continued to implement its previously announced strategic plan to diversify its business through acquisition of related lines of business. Funding for the implementation of the strategic plan was obtained through $12.5 million private placements of convertible preferred and common shares of the Company. In July 2003 the Company acquired the Paxis business, which was still in its development stage, completed the development of Paxis proprietary paclitaxel manufacturing process and its Boulder, Colorado manufacturing facility, and, shortly after the end of the fiscal year, commenced production of paclitaxel as its first Active Pharmaceutical Ingredient (API) product. Since there were no revenues from Paxis sales during the subject fiscal year, all of the development and start-up costs, amounting to approximately $6.9 million, were treated as expenses and therefore appear as losses for that period. As indicated in the accompanying table, financial results for the fiscal period, after writing off $6.9 million in Paxis start-up costs, were a net loss of $5.3 million before a cash dividend of $0.1 million to preferred stockholders and a (non-cash) deemed preferred stock dividend of $1.0 million, for a total consolidated loss applicable to common stockholders of $6.4 million or $0.58 loss per share. For the previous year, net income was $0.9 million or $0.09 per fully diluted share. CEO E. Gerald Kay commented, "Our base nutraceutical business is stable, and our brands and quality are well recognized and profitable." Kay continued, "Our strategic initiatives with Paxis and NuCycle are focusing on botanically derived products, an area where we have considerable experience, and where our portfolio of intellectual property is growing impressively. Based on make-or-buy analyses, we are still acquisition-minded as we both expand and deepen our capabilities in biopharma. "We commenced shipment of paclitaxel subsequent to the end of fiscal 2004, and believe that sales of paclitaxel will begin to ramp up during fiscal 2005, as we continue value engineering and development of other active pharmaceutical ingredients from the same botanical biomass," Kay said. "We are confident in the potential of Paxis, and believe that the difficult development period at Paxis is now behind us." CFO Eric Friedman said that the Company's financial position is strong, with cash and equivalents of $9.5 million and a current ratio of 2.75:1. Financial Results for the Fiscal Years Ended June 30, 2004, and June 30, 2003: For the Years Ended 2004 2003 Total Revenue $ 25,282,790 $ 22,235,306 Cost of Sales 19,390,657 17,106,125 ------------ ------------ Gross Profit 5,892,133 5,129,181 ------------ ------------ Selling and Administrative Expenses 4,550,734 3,832,885 Paxis Pharmaceuticals, Inc. Expenses (1) 6,950,744 -- ------------ ------------ Total Expenses 11,501,478 3,832,885 ------------ ------------ Operating (Loss) Income (5,609,345) 1,296,296 Other Income 356,886 363,391 ------------ ------------ (Loss) Income Before Income Taxes (5,252,459) 1,659,687 Provision for Income Taxes 87,688 765,570 ------------ ------------ Net (Loss) Income (5,340,147) 894,117 Non-cash deemed dividend on Preferred Stock (2) (960,000) -- Preferred Stock Dividends (101,692) -- ------------ ------------ Net (Loss) Income applicable to common shareholders $(6,401,839) $ 894,117 ============ ============ Diluted EPS $ (0.58) $ 0.09 ============ ============ Average Common Shares Outstanding-fully diluted 11,107,520 10,420,964 ============ ============ (1) Included in the Paxis expenses are $753,000 of corporate allocations. (2) 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. About Integrated BioPharma Inc (INB) INB serves the pharmaceutical, biotech and nutraceutical industries. Through several wholly owned subsidiaries, INB develops, manufactures and distributes more than 130 products worldwide. Its subsidiary, Paxis Pharmaceuticals, Inc., develops and operates a state-of-the-art GMP facility for the production and sale of paclitaxel and related drugs. Through its biotech subsidiary, NuCycle Therapy, Inc., INB is developing human therapeutics and preventive cancer compounds 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-----