8-K
INTEGRATED BIOPHARMA INC (INBP)
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 12, 2020
________________
INTEGRATED BIOPHARMA, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE
(STATE OR OTHER JURISDICTION OF INCORPORATION)
| 001-31668 | 22-2407475 |
|---|---|
| (COMMISSION FILE NUMBER) | (I.R.S. EMPLOYER IDENTIFICATION NO.) |
225 Long Avenue
Hillside, New Jersey 07205
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
(973) 926-0816
(REGISTRANT’S TELEPHONE NUMBER, INCLUDING AREA CODE)
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)) |
| --- | --- |
Securities registered pursuant to Section 12(b) of the Exchange Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| None | None | None |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.02. Results of Operations and Financial Condition.
On February 12, 2020, Integrated Biopharma, Inc. (the “Company”) issued a press release announcing its financial results for the three months ended December 31, 2019. A copy of the press release is furnished as Exhibit 99.1 hereto and is hereby incorporated by reference into this Item 2.02.
The information in this Item 2.02 (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
The following exhibit relating to Item 2.02 shall be deemed to be furnished, and not filed:
| 99.1 | Press Release dated February 12, 2020 |
|---|
-1-
EXHIBIT INDEX
| Exhibit | Description |
|---|---|
| 99.1 | Press Release dated February 12, 2020 |
-2-
SIGNATURE
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 hereunto duly authorized.
| INTEGRATED BIOPHARMA, INC. | |
|---|---|
| Date: February 12, 2020 | By: /s/ Riva Sheppard |
| Riva Sheppard | |
| Co-Chief Executive Officer |
-3-
ex_145031.htm
NEWS RELEASE for February 12, 2020
Contact: Dina Masi, CFO
Integrated BioPharma, Inc.
investors@ibiopharma.com
888.319.6962
Integrated BioPharma Reports Results for its Quarter Ended December 31, 2019
HILLSIDE, NEW JERSEY (Feburary 12, 2020) - Integrated BioPharma, Inc. (OTC BB: INBP) (the “Company” or “INBP”) reports its financial results for the quarter ended December 31, 2019.
Revenue for the quarter ended December 31, 2019 was $14.2 million compared to $12.0 million for the quarter ended December 31, 2018, an increase of $2.2 million or 18.3%. The Company had operating income for the quarter ended December 31, 2019 of $1.2 million compared to operating income of $0.5 million for the quarter ended December 31, 2018.
Revenues for the six-month period ended December 31, 2019 were $25.6 million compared to $22.3 million for the six-month period ended December 31, 2018, an increase of $3.3 million or 14.8%. The Company had operating income for the six-month period ended December 31, 2019 of $1.7 million compared to operating income of $0.9 million for the six-month period ended December 31, 2018.
For the quarter ended December 31, 2019, the Company had net income and diluted net income of $1.0 million or $0.03 per share of common stock, compared with net income and diluted net income of $0.2 million or $0.01 per share of common stock for the quarter ended December 31, 2018.
For the six-month period ended December 31, 2019, the Company had net income and diluted net income of $1.3 million or $0.04 per common share, compared with net income and diluted net income of $0.4 million, or $0.01 per common share for the same period in 2018.
“We are excited to report that our revenue increased by approximately 18% in the quarter ended December 31, 2019 and that our revenue from our two significant customers in our Contract Manufacturing Segment remained consistent; representing approximately 93% of total revenue in each of the quarters ended December 31, 2019 and 2018, respectively,” said Riva Sheppard, Co-Chief Executive Officer of the Company.
A summary of our financial results for the three and six months ended December 31, 2019 and 2018 follows:
| INTEGRATED BIOPHARMA, INC. AND SUBSIDIARIES | **** | **** | **** | **** | **** | **** | **** | **** | **** | |||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS | **** | **** | **** | **** | **** | **** | **** | **** | **** | |||
| (In thousands, except share and per share amounts) | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** |
| (Unaudited) | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** |
| Three Months Ended | Six Months Ended | |||||||||||
| December 31, | December 31, | |||||||||||
| 2019 | 2018 | 2019 | 2018 | |||||||||
| Total revenue | $ | 14,197 | $ | 12,001 | $ | 25,603 | $ | 22,305 | ||||
| Cost of sales | 12,171 | 10,671 | 22,178 | 19,756 | ||||||||
| Gross profit | 2,026 | 1,330 | 3,425 | 2,549 | ||||||||
| Selling and administrative expenses | 821 | 843 | 1,744 | 1,657 | ||||||||
| Operating income | 1,205 | 487 | 1,681 | 892 | ||||||||
| Other expense, net ^(1)^ | (134 | ) | (183 | ) | (261 | ) | (374 | ) | ||||
| Income before income taxes | 1,071 | 304 | 1,420 | 518 | ||||||||
| Provision for income taxes | 112 | 58 | 149 | 113 | ||||||||
| Net income | $ | 959 | $ | 246 | $ | 1,271 | $ | 405 | ||||
| Net earnings per common share: | ||||||||||||
| Basic | $ | 0.03 | $ | 0.01 | $ | 0.04 | $ | 0.01 | ||||
| Diluted | $ | 0.03 | $ | 0.01 | $ | 0.04 | $ | 0.01 | ||||
| Weighted average common shares outstanding: | ||||||||||||
| Basic | 29,565,943 | 29,392,030 | 29,565,943 | 28,305,408 | ||||||||
| Diluted | 30,590,963 | 29,898,357 | 30,608,243 | 28,906,245 |
^(1)^ Includes change in fair value of derivative liability of ($0), ($0), ($0) and $9, respectively related to embedded derivative instrument in Convertible debt - CD Financial, LLC, and unrealized losses on investments of ($31), ($0), ($55) and ($0), non- cash items.
About Integrated BioPharma Inc. (INBP)
Integrated BioPharma, Inc. is engaged primarily in manufacturing, distributing, marketing and sales of vitamins, nutritional supplements and herbal products. Further information is available at www.ibiopharma.com.
This report contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that involve risks and uncertainties, as well as assumptions, that, if they never materialize or prove incorrect, could cause the results of INBP to differ materially from those expressed or implied by such forward-looking statements. Forward-looking statements generally are identified by the words “expects,” “anticipates,” believes,” intends,” “estimates,” “should,” “would,” “strategy,” “plan” and similar expressions. All statements other than statements of historical fact are statements that could be deemed forward-looking statements. The risks, uncertainties and assumptions include developments in the market and related products and services and other risks and uncertainties described in the section entitled “Risk Factors” in INBP’s most recent Annual Report on Form 10-K. Accordingly, INBP cannot give assurance that any of the events anticipated by the forward-looking statements will transpire or occur, or if any of them do so, what impact they will have on the results of operations or financial condition of INBP.