Document_And_Entity_Informatio
Document And Entity Information | 3 Months Ended | |
Sep. 30, 2013 | Nov. 14, 2013 | |
Document and Entity Information [Abstract] | ' | ' |
Entity Registrant Name | 'INTEGRATED BIOPHARMA INC | ' |
Document Type | '10-Q | ' |
Current Fiscal Year End Date | '--06-30 | ' |
Entity Common Stock, Shares Outstanding | ' | 21,080,174 |
Amendment Flag | 'false | ' |
Entity Central Index Key | '0001016504 | ' |
Entity Current Reporting Status | 'Yes | ' |
Entity Voluntary Filers | 'No | ' |
Entity Filer Category | 'Smaller Reporting Company | ' |
Entity Well-known Seasoned Issuer | 'No | ' |
Document Period End Date | 30-Sep-13 | ' |
Document Fiscal Year Focus | '2014 | ' |
Document Fiscal Period Focus | 'Q1 | ' |
Condensed_Consolidated_Stateme
Condensed Consolidated Statements of Operations (Unaudited) (USD $) | 9 Months Ended | |
Sep. 30, 2013 | Sep. 30, 2012 | |
Sales, net | $9,191,000 | $8,480,000 |
Cost of sales | 7,594,000 | 6,915,000 |
Gross profit | 1,597,000 | 1,565,000 |
Selling and administrative expenses | 937,000 | 1,196,000 |
Operating income | 660,000 | 369,000 |
Other expense, net | ' | ' |
Change in fair value of derivative liabilities | -73,000 | -1,085,000 |
Interest expense | -248,000 | -248,000 |
Other income, net | 2,000 | ' |
Net loss on disposal of property and equipment | ' | -6,000 |
Other expense, net | -319,000 | -1,339,000 |
Income (loss) before income taxes | 341,000 | -970,000 |
Income tax expense, net | 43,000 | 2,000 |
Net income (loss) | 298,000 | -972,000 |
Interest expense on Convertible debt-CD Financial, LLC | 82,000 | ' |
Accretion of Convertible debt - CD Financial, LLC | 27,000 | ' |
Diluted net income (loss) | $407,000 | ($972,000) |
Basic net income (loss) per common share (in Dollars per share) | $0.01 | ($0.05) |
Diluted net income (loss) per common share (in Dollars per share) | $0.01 | ($0.05) |
Weighted average common shares outstanding - basic (in Shares) | 21,080,174 | 21,080,174 |
Add: Stock options (in Shares) | 89,857 | ' |
Shares issuable upon conversion of Convertible Debt - CD Financial, LLC (in Shares) | 8,230,769 | ' |
Weighted average common shares outstanding - diluted (in Shares) | 29,400,800 | 21,080,174 |
Condensed_Consolidated_Balance
Condensed Consolidated Balance Sheets (Unaudited) (USD $) | Sep. 30, 2013 | Jun. 30, 2013 |
In Thousands, unless otherwise specified | ||
Current Assets: | ' | ' |
Cash | $480 | $55 |
Accounts receivable, net | 1,978 | 2,419 |
Inventories | 6,525 | 6,431 |
Investment in iBio, Inc. - restricted | 684 | 684 |
Other current assets | 342 | 339 |
Total current assets | 10,009 | 9,928 |
Intangible assets, net | 983 | 1,017 |
Property and equipment, net | 1,168 | 1,235 |
Security deposits and other assets | 407 | 431 |
Total Assets | 12,567 | 12,611 |
Current Liabilities: | ' | ' |
Advances under revolving credit facility | 4,344 | 4,543 |
Accounts payable (includes $127 and $186 due to related party) | 5,625 | 5,883 |
Accrued expenses and other current liabilities | 1,279 | 1,122 |
Current portion of long term debt | 869 | 868 |
Total current liabilities | 12,117 | 12,416 |
Long term debt | 4,744 | 4,888 |
Subordinated convertible note, net - CD Financial, LLC | 4,928 | 4,901 |
Derivative liabilities | 770 | 696 |
Total liabilities | 22,559 | 22,901 |
Commitments and Contingencies | ' | ' |
Stockholders' Deficiency: | ' | ' |
Common Stock, $0.002 par value; 50,000,000 shares authorized; 21,115,074 and 21,080,174 shares issued and outstanding, respectively | 42 | 42 |
Additional paid-in capital | 44,568 | 44,568 |
Accumulated deficit | -54,503 | -54,801 |
Less: Treasury stock, at cost, 34,900 shares | -99 | -99 |
Total Stockholders' Deficiency | -9,992 | -10,290 |
Total Liabilities and Stockholders' Deficiency | $12,567 | $12,611 |
Condensed_Consolidated_Balance1
Condensed Consolidated Balance Sheets (Unaudited) (Parentheticals) (USD $) | Sep. 30, 2013 | Jun. 30, 2013 |
In Thousands, except Share data, unless otherwise specified | ||
Accounts payable, related party (in Dollars) | $127 | $186 |
Common Stock, par value (in Dollars per share) | $0.00 | $0.00 |
Common Stock, shares authorized (in Shares) | 50,000,000 | 50,000,000 |
Common Stock, shares issued (in Shares) | 21,115,074 | 21,080,174 |
Common Stock, shares outstanding (in Shares) | 21,115,074 | 21,080,174 |
Treasury stock, shares (in Shares) | 34,900 | 34,900 |
Condensed_Consolidated_Stateme1
Condensed Consolidated Statements of Cash Flows (Unaudited) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 |
Net income (loss) | $298 | ($972) |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | ' | ' |
Depreciation and amortization | 103 | 107 |
Accretion of financing instruments | 59 | 57 |
Change in fair value of derivative liabilities | 73 | 1,085 |
Loss on sale of fixed assets | ' | 6 |
Decrease (increase) in: | ' | ' |
Accounts receivable | 441 | -221 |
Inventories | -94 | -161 |
Other current assets | -2 | -48 |
Security deposits and other assets | -8 | 49 |
(Decrease) increase in: | ' | ' |
Accounts payable | -258 | -73 |
Accrued expenses and other liabilities | 157 | 45 |
Net cash provided by (used in) operating activities | 769 | -126 |
Cash flows from investing activities: | ' | ' |
Purchase of property and equipment | -2 | -8 |
Proceeds from sale of property and equipment | ' | 18 |
Net cash (used in) provided by investing activities | -2 | 10 |
Cash flows from financing activities: | ' | ' |
Advances under revolving credit facility | 8,890 | 8,527 |
Repayments under revolving credit facility | -9,089 | -8,250 |
Payments under term notes | -135 | -90 |
Payments under capital lease obligations | -8 | ' |
Net cash (used in) provided by financing activities | -342 | 187 |
Net increase in cash | 425 | 71 |
Cash at beginning of period | 55 | 145 |
Cash at end of period | 480 | 216 |
Interest | 183 | 126 |
Income taxes | ' | $3 |
Note_1_Principles_of_Consolida
Note 1 - Principles of Consolidation and Basis of Presentation | 3 Months Ended | ||||||||
Sep. 30, 2013 | |||||||||
Disclosure Text Block [Abstract] | ' | ||||||||
Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block] | ' | ||||||||
Note 1. Principles of Consolidation and Basis of Presentation | |||||||||
Basis of Presentation of Interim Financial Statements | |||||||||
The accompanying condensed consolidated financial statements for the interim periods are unaudited and include the accounts of Integrated BioPharma, Inc., a Delaware corporation (together with its subsidiaries, the “Company”). The interim condensed consolidated financial statements have been prepared in conformity with Rule 10-01 of Regulation S-X of the Securities and Exchange Commission (“SEC”) and therefore do not include information or footnotes necessary for a complete presentation of financial position, results of operations and cash flows in conformity with accounting principles generally accepted in the United States of America. However, all adjustments (consisting only of normal recurring adjustments) which are, in the opinion of management, necessary for a fair presentation of the financial position and operating results for the periods presented have been included. These condensed consolidated financial statements should be read in conjunction with the financial statements and notes thereto, together with Management’s Discussion and Analysis of Financial Condition and Results of Operations, contained in the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2013 (“Form 10-K”), as filed with the SEC. The June 30, 2013 balance sheet was derived from audited financial statements, but does not include all disclosures required by accounting principles generally accepted in the United States of America. The results of operations for the three months ended September 30, 2013 are not necessarily indicative of the results for the full fiscal year ending June 30, 2014 or for any other period. | |||||||||
Nature of Operations | |||||||||
The Company is engaged primarily in manufacturing, distributing, marketing and sales of vitamins, nutritional supplements and herbal products. The Company’s customers are located primarily in the United States, Luxembourg and Canada. The Company was previously known as Integrated Health Technologies, Inc. and, prior to that, as Chem International, Inc. The Company was reincorporated in its current form in Delaware in 1995. The Company continues to do business as Chem International, Inc. with certain of its customers and certain vendors. | |||||||||
The Company’s business segments include: (a) Contract Manufacturing operated by InB:Manhattan Drug Company, Inc. (“MDC”), which manufactures vitamins and nutritional supplements for sale to distributors, multilevel marketers and specialized health-care providers; (b) Branded Proprietary Products operated by AgroLabs, Inc. (“AgroLabs”), which distributes healthful nutritional products for sale through major mass market, grocery, drug and vitamin retailers, under the following brands: Naturally Noni, Naturally Pomegranate, Pomegranate with ACAI and Reservatrol, Coconut Water, Naturally Aloe, Aloe Pure, Peaceful Sleep, Green Envy, ACAI Extra, ACAI Immune, ACAI Cleanse, and other products which are being introduced into the market (these are referred to as our branded proprietary nutraceutical business and/or products); and (c) Other Nutraceutical Businesses which includes the operations of (i) The Vitamin Factory (the “Vitamin Factory”), which sells private label MDC products, as well as our AgroLabs products, through the Internet, (ii) IHT Health Products, Inc. (“IHT”) a distributor of fine natural botanicals, including multi minerals produced under a license agreement and (iii) Chem International, Inc., a distributor of certain raw materials for DSM Nutritional Products, Inc. | |||||||||
Significant Accounting Policies | |||||||||
There have been no material changes during fiscal year 2014 in the Company’s significant accounting policies to those previously disclosed in the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2013. | |||||||||
Investment in iBio, Inc.- Restricted. The Company accounts for its investment in iBio, Inc. (“iBio”) common stock on the cost basis as it retained approximately 6% of its interest in iBio (1,266,706 common shares) (the “iBio Stock”) at the time of the spin-off of this subsidiary in August 2008. The Company reviews its investment in iBio for impairment and records a loss when there is deemed to be an impairment of the investment. There was an impairment charge of $139 recorded in the quarter ended March 31, 2013. Although the market value of the iBio Stock as of September 30, 2013 was approximately $0.5 million, a trading price below the carrying value per share as of September 30, 2013 and other points in time, management’s assessment concluded that there is no reason to believe that such declines are other than temporary as of the reporting date. Pursuant to the Company’s Loan Agreement with PNC Bank, National Association (“PNC”), the Company is required to sell the iBio Stock when the trading price of the iBio Stock is less than $0.88 per share for a period of fifteen (15) consecutive trading days on the applicable exchange and utilize all proceeds from such sale to prepay the outstanding principal of the term loan outstanding under the Loan Agreement at such time. In the fiscal year ended June 30, 2013, the trading price of the iBio Stock was less than $0.88 for a period of fifteen (15) consecutive trading days and has continued to have a trading price less than $0.88 through November 14, 2013. (See Note 5. Senior Credit Facility, Subordinated Convertible Note Payable, net - CD Financial, LLC and other Long Term Debt). As of September 30, 2013, the Company has not sold any shares of the iBio Stock. As of November 14, 2013, PNC has not required the Company to sell any of the iBio Stock but reserves the right to do so at any time in the future. | |||||||||
Earnings Per Share. Basic earnings per common share amounts are based on the weighted average number of common shares outstanding. Diluted earnings per share amounts are based on the weighted average number of common shares outstanding, plus the incremental shares that would have been outstanding upon the assumed exercise of all potentially dilutive stock options, and warrants, subject to anti-dilution limitations using the treasury stock method and the assumed conversion shares of all potentially dilutive convertible notes payable subject to anti-dilution limitations using the if converted method. | |||||||||
The following options, warrants and potentially dilutive shares for convertible notes payable (see Note 5. Senior Credit Facility, Subordinated Convertible Note Payable, net - CD Financial, LLC and other Long Term Debt) were not included in the computation of weighted average diluted common shares outstanding as the effect of doing so would be anti-dilutive for the three months ended September 30, 2013 and 2012: | |||||||||
Three Months Ended | |||||||||
September 30, | |||||||||
2013 | 2012 | ||||||||
Anti-dilutive stock options | 2,173,588 | 2,912,338 | |||||||
Anti-dilutive warrants | 500,000 | 500,000 | |||||||
Potentially dilutive shares for convertible notes payable | - | 8,230,769 | |||||||
Total anti-dilutive shares | 2,673,588 | 11,643,107 | |||||||
Note_2_Inventories
Note 2 - Inventories | 3 Months Ended | ||||||||
Sep. 30, 2013 | |||||||||
Inventory Disclosure [Abstract] | ' | ||||||||
Inventory Disclosure [Text Block] | ' | ||||||||
Note 2. Inventories | |||||||||
Inventories are stated at the lower of cost or market using the first-in, first-out method and consist of the following as of: | |||||||||
Raw materials | $ | 3,025 | $ | 2,512 | |||||
Work-in-process | 1,373 | 1,979 | |||||||
Finished goods | 2,127 | 1,940 | |||||||
Total | $ | 6,525 | $ | 6,431 | |||||
Note_3_Intangible_Assets_net
Note 3 - Intangible Assets, net | 3 Months Ended | ||||||||||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||||||||||
Disclosure Text Block [Abstract] | ' | ||||||||||||||||||||||||
Intangible Assets Disclosure [Text Block] | ' | ||||||||||||||||||||||||
Note 3. Intangible Assets, net | |||||||||||||||||||||||||
Intangible assets consist of trade names, license fees from the Branded Proprietary Products Segment, and unpatented technology from the Other Nutraceutical Businesses Segment. The carrying amount of intangible assets, net is as follows as of: | |||||||||||||||||||||||||
30-Sep-13 | 30-Jun-13 | ||||||||||||||||||||||||
Gross Carrying | Accumulated | Net | Gross Carrying | Accumulated | Net | ||||||||||||||||||||
Amount | Amortization | Amount | Amortization | ||||||||||||||||||||||
Trade names | $ | 1,525 | $ | 758 | $ | 767 | $ | 1,525 | $ | 739 | $ | 786 | |||||||||||||
Unpatented technology | 547 | 470 | 77 | 547 | 460 | 87 | |||||||||||||||||||
License agreement | 347 | 208 | 139 | 347 | 203 | 144 | |||||||||||||||||||
Total | $ | 2,419 | $ | 1,436 | $ | 983 | $ | 2,419 | $ | 1,402 | $ | 1,017 | |||||||||||||
Amortization expense recorded on intangible assets for the three months ended September 30, 2013 and 2012 was $34 and $35, respectively. Amortization expense is recorded on the straight-line basis over periods ranging from 10 years to 20 years based on contractual or estimated lives and is included in selling and administrative expenses. | |||||||||||||||||||||||||
The estimated annual amortization expense for intangible assets for the five succeeding fiscal years is as follows: | |||||||||||||||||||||||||
Year ending | Amortization | ||||||||||||||||||||||||
June 30, | Expense | ||||||||||||||||||||||||
2014, remaining | $ | 103 | |||||||||||||||||||||||
2015 | 137 | ||||||||||||||||||||||||
2016 | 104 | ||||||||||||||||||||||||
2017 | 97 | ||||||||||||||||||||||||
2018 | 97 | ||||||||||||||||||||||||
2019 | 97 | ||||||||||||||||||||||||
Thereafter | 348 | ||||||||||||||||||||||||
Total | $ | 983 | |||||||||||||||||||||||
Note_4_Property_and_Equipment_
Note 4 - Property and Equipment, net | 3 Months Ended | ||||||||
Sep. 30, 2013 | |||||||||
Property, Plant and Equipment [Abstract] | ' | ||||||||
Property, Plant and Equipment Disclosure [Text Block] | ' | ||||||||
Note 4. Property and Equipment, net | |||||||||
Property and equipment, net consists of the following as of: | |||||||||
September 30, | June 30, | ||||||||
2013 | 2013 | ||||||||
Land and building | $ | 1,250 | $ | 1,250 | |||||
Leasehold improvements | 1,132 | 1,132 | |||||||
Machinery and equipment | 4,920 | 4,918 | |||||||
Transportation equipment | 59 | 59 | |||||||
7,361 | 7,359 | ||||||||
Less: Accumulated depreciation and amortization | (6,193 | ) | (6,124 | ) | |||||
Total | $ | 1,168 | $ | 1,235 | |||||
Depreciation and amortization expense recorded on property and equipment for the three months ended September 30, 2013 and 2012 was $69 and $73, respectively. |
Note_5_Senior_Credit_Facility_
Note 5 - Senior Credit Facility, Subordinated Convertible Note Payable, net - CD Financial, LLC and other Long Term Debt | 3 Months Ended | |||||||||||||
Sep. 30, 2013 | ||||||||||||||
Debt Disclosure [Abstract] | ' | |||||||||||||
Debt Disclosure [Text Block] | ' | |||||||||||||
Note 5. Senior Credit Facility, Subordinated Convertible Note, net - CD Financial, LLC and other Long Term Debt | ||||||||||||||
As of September 30, 2013 and June 30, 2013, the Company had the following debt outstanding: | ||||||||||||||
Principal Amount | Interest | Maturity | ||||||||||||
Rate | Date | |||||||||||||
As of | As of | |||||||||||||
September 30, | June 30, | |||||||||||||
2013 | 2013 | |||||||||||||
Revolving advances under Senior Credit | ||||||||||||||
Facility with PNC Bank, National Association | $ | 4,344 | $ | 4,543 | 3.25 | % | 6/27/17 | |||||||
Installment Note with PNC Bank | 3,106 | 3,239 | 3.75 | % | 6/27/17 | |||||||||
Promissory Note with CD Financial, LLC | 1,714 | 1,714 | 6 | % | 7/7/17 | |||||||||
Promissory Note with Vitamin Realty, LLC | 686 | 686 | 4 | % | 7/7/17 | |||||||||
Capitalized lease obligation | 50 | 58 | 7.1 | % | 2/28/15 | |||||||||
Promissory Note with E. Gerald Kay | 27 | 27 | 4 | % | 7/7/17 | |||||||||
Promissory Note with Acura Financial Services | 30 | 32 | 1.9 | % | 4/15/17 | |||||||||
Total outstanding debt | 9,957 | 10,299 | ||||||||||||
Less: Revolving Advances | (4,344 | ) | (4,543 | ) | ||||||||||
Current portion of long term debt | (869 | ) | (868 | ) | ||||||||||
Long term debt | $ | 4,744 | $ | 4,888 | ||||||||||
Convertible Note payable - CD Financial, LLC | $ | 5,350 | $ | 5,350 | 6 | % | 7/7/17 | |||||||
Discount for embedded derivative | (422 | ) | (449 | ) | ||||||||||
Convertible Note payable, net - CD Financial, LLC | $ | 4,928 | $ | 4,901 | ||||||||||
SENIOR CREDIT FACILITY | ||||||||||||||
On June 27, 2012, the Company, MDC, AgroLabs, IHT, IHT Properties Corp. (“IHT Properties”) and Vitamin Factory (collectively, the “Borrowers”) entered into a Revolving Credit, Term Loan and Security Agreement (the “Loan Agreement”) with PNC as agent and lender and the other lenders party thereto. | ||||||||||||||
The Loan Agreement provides for a total of $11,727 in senior secured financing (the “Senior Credit Facility”) as follows: (i) discretionary advances (“Revolving Advances”) based on eligible accounts receivable and eligible inventory in the maximum amount of $8,000 (the “Revolving Credit Facility”) and (ii) a term loan in the amount of $3,727 (the “Term Loan”). The Senior Credit Facility is secured by all assets of the Borrowers, including, without limitation, machinery and equipment, real estate owned by IHT Properties, and the iBio Stock owned by the Company. Revolving Advances bear interest at PNC’s Base Rate or the Eurodollar Rate, at Borrowers’ option, plus 2.75% (3.25% as of September 30, 2013 and June 30, 2013). The Term Loan bears interest at PNC’s Base Rate or the Eurodollar Rate, at Borrowers’ option, plus 3.25% (3.75% as of September 30, 2013 and June 30, 2013). Upon and after the occurrence of any event of default under the Loan Agreement, and during the continuation thereof, interest shall be payable at the interest rate then applicable plus 2%. The Senior Credit Facility matures on June 27, 2017 (the “Senior Maturity Date”). | ||||||||||||||
The principal balance of the Revolving Advances is payable on the Senior Maturity Date, subject to acceleration, based upon a material adverse event clause, as defined, subjective accelerations for borrowing base reserves, as defined or upon the occurrence of any event of default under the Loan Agreement or earlier termination of the Loan Agreement pursuant to the terms thereof. The Term Loan shall be repaid in sixty (60) consecutive monthly installments of principal, the first fifty nine (59) of which shall be in the amount of $44, commencing on the first business day of August, 2012, and continuing on the first business day of each month thereafter, with a final payment of any unpaid balance of principal and interest payable on the first business day of July, 2017. The foregoing is subject to customary mandatory prepayment provisions and acceleration upon the occurrence of any event of default under the Loan Agreement or earlier termination of the Loan Agreement pursuant to the terms thereof. | ||||||||||||||
The Revolving Advances are subject to the terms and conditions set forth in the Loan Agreement and are made in aggregate amounts at any time equal to the lesser of (x) $8.0 million or (y) an amount equal to the sum of: (i) up to 85%, subject to the provisions in the Loan Agreement, of eligible accounts receivables (“Receivables Advance Rate”), plus (ii) up to the lesser of (A) 65%, subject to the provisions in the Loan Agreement, of the value of the eligible inventory (“Inventory Advance Rate” and together with the Receivables Advance Rate, collectively, the “Advance Rates”), (B) 85% of the appraised net orderly liquidation value of eligible inventory (as evidenced by the most recent inventory appraisal reasonably satisfactory to PNC in its sole discretion exercised in good faith) and (C) the inventory sublimit in the aggregate at any one time (“Inventory Advance Rate” and together with the Receivables Advance Rate, collectively, the “Advance Rates”), minus (iii) the aggregate Maximum Undrawn Amount of all outstanding Letters of Credit, minus (iv) such reserves as Agent may reasonably deem proper and necessary from time to time. | ||||||||||||||
The Loan Agreement contains customary mandatory prepayment provisions, including, without limitation, (i) the requirement that if the trading price per share of the iBio Stock falls below a certain amount, the Company shall sell the iBio Stock and use the proceeds to repay the Term Loan and (ii) the requirement to prepay loans in an amount equal to fifty percent (50%) of Excess Cash Flow for each fiscal year commencing with the fiscal year ending June 30, 2013, payable upon delivery of the financial statements to PNC referred to in and required by the Loan Agreement for such fiscal year but in any event not later than one hundred twenty (120) days after the end of each such fiscal year, which prepayment amount shall be applied ratably to the outstanding principal installments of the Term Loan in the inverse order of the maturities thereof until the aggregate amount of payments made with regard to the Term Loan pursuant to Loan Agreement equals $1.0 million. The Loan Agreement also contains customary representations and warranties, covenants and events of default, including, without limitation, (i) a fixed charge coverage ratio maintenance requirement and (ii) an event of default tied to any change of control as defined in the Loan Agreement. As of September 30, 2013, the Company is in compliance with the fixed charge coverage ratio maintenance requirement. | ||||||||||||||
During certain periods in the fiscal year ended June 30, 2013 and continuing into the quarter ended September 30, 2013, the trading price of the iBio Stock was less than $0.88 for a period of fifteen (15) consecutive trading days. However, PNC temporarily waived the requirement to sell the iBio Stock due to certain trading rules and restrictions under Rule 144 under the Securities Act of 1933, as amended. As of November 14, 2013, PNC has not required the Company to sell any of the iBio Stock but reserves the right to do so at any time in the future. | ||||||||||||||
In October, 2013, when the Company delivered its annual financial statements for the fiscal year ended June 30, 2013 to PNC, as required under the Loan Agreement, the Company was required to make a prepayment in respect of loans outstanding under the Loan Agreement of approximately $293, representing 50% of Excess Cash Flows for the fiscal year ended June 30, 2013. This payment, along with the scheduled monthly principal payments of $44 made by the Company in respect of the Term Loan through November 1, 2013 provided for principal payments of $1.0 million in the aggregate. | ||||||||||||||
In connection with the Senior Credit Facility, each of E. Gerald Kay, an officer, director and major stockholder of the Company, and Carl DeSantis, a director and major stockholder of the Company (collectively, the “Guarantors”), entered into Continuing Limited Guarantees (collectively, the “Individual Guarantees”) with PNC whereby each Guarantor irrevocably and unconditionally guarantees the full, prompt and unconditional payment, when due, whether by acceleration or otherwise, of any and all obligations of the Borrowers under the Loan Agreement and the other loan documents. The liability of each Guarantor under his respective Individual Guarantee is limited to a maximum of $1.0 million. The Individual Guarantees automatically terminate upon the satisfaction of certain conditions set forth in the Loan Agreement. These conditions included the Company repaying an aggregate amount of $1.0 million of principal on the Term Loan and the Company meeting a minimum EBITDA, as defined in the Loan Agreement, of $1.5 million for the fiscal year ended June 30, 2013. The Company met these requirements on November 1, 2013 and Mr. DeSantis and Mr. Kay were released as guarantors under the individual guarantees. | ||||||||||||||
Also, in connection with the Senior Credit Facility, PNC and CD Financial, LLC (“CD Financial”) entered into the Intercreditor and Subordination Agreement (the “Intercreditor Agreement”), which was acknowledged by the Borrowers, pursuant to which, among other things, (a) the lien of CD Financial on assets of the Borrowers is subordinated to the lien of PNC on such assets during the effectiveness of the Senior Credit Facility, and (b) priorities for payment of the debt for the Company and its subsidiaries (as described in this Note 5) are established. | ||||||||||||||
In addition, in connection with the Senior Credit Facility, the following loan documents were executed: (i) the Company has entered into a Stock Pledge Agreement with PNC, pursuant to which the Company pledged to PNC the iBio Stock; (ii) IHT Properties has entered into a Mortgage and Security Agreement with PNC; and (iii) the Borrowers have entered into an Environmental Indemnity Agreement with PNC. | ||||||||||||||
CD FINANCIAL, LLC TROUBLED DEBT RESTRUCTURING | ||||||||||||||
On June 27, 2012, the Company also entered into an Amended and Restated Securities Purchase Agreement (the “CD SPA”) with CD Financial, which amended and restated the Securities Purchase Agreement, dated as of February 21, 2008, between the Company and CD Financial, pursuant to which the Company issued to CD Financial a 9.5% Convertible Senior Secured Note in the original principal amount of $4,500 (the “Original CD Note”). Pursuant to the CD SPA, the Company issued to CD Financial (i) the Amended and Restated Convertible Promissory Note in the principal amount of $5,350 (the “CD Convertible Note”) and (ii) the Promissory Note in the principal amount of $1,714 (the “Liquidity Note”, and collectively with the CD Convertible Note, the “CD Notes”). The CD Notes mature on July 7, 2017. In accordance with the applicable accounting guidance, this transaction was accounted for as a troubled debt restructuring. No gain on debt extinguishment was recognized as the undiscounted cash flows of the restructured debt was greater than the carrying amount of the debt prior to the restructuring. | ||||||||||||||
The CD Notes are secured by all assets of the Borrowers, including, without limitation, machinery and equipment, real estate owned by IHT Properties, and iBio Stock owned by the Company. The CD Notes bear interest at an annual rate of 6% and have a default rate of 10%. | ||||||||||||||
The CD Convertible Note is convertible at the option of CD Financial into common stock of the Company at a conversion price of $0.65 per share, subject to customary adjustments including conversion price protection provisions. | ||||||||||||||
Pursuant to the terms of the Loan Agreement and the Intercreditor Agreement, during the effectiveness of the Senior Credit Facility, (i) the principal of the CD Convertible Note may not be repaid, (ii) the principal of the Liquidity Note may only be repaid if certain conditions under the Loan Agreement are satisfied, and (iii) interest in respect of the CD Notes may only be paid if certain conditions under the Intercreditor Agreement are satisfied. | ||||||||||||||
The CD SPA contains customary representations and warranties, covenants and events of default, including, without limitation, an event of default tied to any change of control as defined in the CD SPA. | ||||||||||||||
In connection with the CD SPA, the Borrowers entered into an Amended and Restated Security Agreement and Amended and Restated Subsidiary Guaranty. | ||||||||||||||
As of September 30, 2013 and June 30, 2013, the related embedded derivative liability with respect to conversion price protection provisions on the CD Convertible Note has an estimated fair value of $770 and $696, respectively. | ||||||||||||||
The Company used the following assumptions to calculate the fair value of the derivative liability using the Black-Scholes option pricing model: | ||||||||||||||
September 30, | June 30, | Issuance Date- | ||||||||||||
2013 | 2013 | June 27, | ||||||||||||
2012 | ||||||||||||||
Risk Free Interest Rate | 0.63 | % | 0.66 | % | 0.72 | % | ||||||||
Volatility | 101.3 | % | 118.5 | % | 144.1 | % | ||||||||
Term (years) | 3.75 | 4 | 5 | |||||||||||
Dividend Rate | 0 | % | 0 | % | 0 | % | ||||||||
Closing Price of Common Stock | $ | 0.2 | $ | 0.15 | $ | 0.09 | ||||||||
OTHER LONG TERM DEBT | ||||||||||||||
On June 27, 2012, MDC and the Company entered into separate promissory notes with (i) Vitamin Realty Associates, LLC (“Vitamin Realty”), which is 90% owned by E. Gerald Kay, the Company’s Chairman of the Board, President and major shareholder and certain of his family members, who are also executive officers and directors of the Company, and (ii) E. Gerald Kay, in the principal amounts of approximately $686 (the “Vitamin Note”) and $27 (the “Kay Note”), respectively (collectively the “Related Party Notes”). The principal amount of the Vitamin Note represents the aggregate amount of unpaid, past due rent owing by MDC under the Lease Agreement, dated as of January 10, 1997, between MDC, as lessor, and Vitamin Realty, as landlord, pertaining to the real property located at 225 Long Avenue, Hillside, New Jersey. (See Note 7. Commitments and Contingencies (a) Leases – Related Parties). The Kay Note represents amounts owed to Mr. Kay for unreimbursed business expenses incurred by Mr. Kay in the fiscal year ended June 30, 2008. The Related Party Notes mature on July 7, 2017 and accrue interest at an annual rate of 4% per annum. Interest in respect of the Related Party Notes is payable on the first business day of each calendar month. Pursuant to the terms of the Loan Agreement, during the effectiveness of the Senior Credit Facility, the Related Party Notes may only be repaid or prepaid if certain conditions set forth in the Loan Agreement are satisfied. |
Note_6_Significant_Risks_and_U
Note 6 - Significant Risks and Uncertainties | 3 Months Ended |
Sep. 30, 2013 | |
Risks and Uncertainties [Abstract] | ' |
Concentration Risk Disclosure [Text Block] | ' |
Note 6. Significant Risks and Uncertainties | |
(a) Major Customers. For the three months ended September 30, 2013, approximately 79% of total net sales were derived from two customers in the Company’s contract manufacturing segment as compared to approximately 72% of total net sales derived from two customers in the Company’s contract manufacturing segment in the three months ended September 30, 2012. Accounts receivable as of September 30, 2013 from these customers represented approximately 63% of total accounts receivable. The loss of any of these customers would have an adverse affect on the Company’s operations. Major customers are those customers who account for more than 10% of net sales. | |
(b) Other Business Risks. Approximately 63% the Company’s employees are covered by a union contract and are employed in its New Jersey facilities. The union contract was renewed in May 2012 and expires in August 2015. |
Note_7_Commitments_and_Conting
Note 7 - Commitments and Contingencies | 3 Months Ended | ||||||||||||
Sep. 30, 2013 | |||||||||||||
Commitments and Contingencies Disclosure [Abstract] | ' | ||||||||||||
Commitments and Contingencies Disclosure [Text Block] | ' | ||||||||||||
Note 7. Commitments and Contingencies | |||||||||||||
(a) Leases | |||||||||||||
Related Party Leases. Warehouse and office facilities are leased from Vitamin Realty. On January 5, 2012, MDC, a wholly-owned subsidiary of the Company, entered into a second amendment of lease (the “Second Lease Amendment”) with Vitamin Realty for its office and warehouse space in New Jersey increasing its rentable square footage from an aggregate of 74,898 square feet to 76,161 square feet and extending the expiration date to January 31, 2026. This Second Lease Amendment provides for minimum annual rental payments of $533, plus increases in real estate taxes and building operating expenses. Also on January 5, 2012, AgroLabs entered into a lease agreement with Vitamin Realty for an additional 2,700 square feet of warehouse space in New Jersey, the term of which expires on January 31, 2019. This additional lease provides for minimum lease payments of $27 with annual increases plus the proportionate share of operating expenses. | |||||||||||||
Rent expense for the three months ended September 30, 2013 and 2012 on these leases were $206 and $271 respectively, and are included in both cost of sales and selling and administrative expenses in the accompanying Condensed Consolidated Statements of Operations. As of September 30, 2013 and June 30, 2013, the Company had an outstanding obligation to Vitamin Realty of $813 and $918, respectively, included in accounts payable and long term debt in the accompanying Condensed Consolidated Balance Sheet. | |||||||||||||
Other Lease Commitments. The Company has entered into certain non-cancelable operating lease agreements expiring up through January 31, 2026, related to office and warehouse space, equipment and vehicles. | |||||||||||||
The minimum rental commitment for long-term non-cancelable leases is as follows: | |||||||||||||
Year ending | Lease | Related Party | Total | ||||||||||
June 30, | Commitment | Lease | |||||||||||
Commitment | |||||||||||||
2014, remaining | $ | 43 | $ | 422 | $ | 465 | |||||||
2015 | 46 | 563 | 609 | ||||||||||
2016 | 36 | 563 | 599 | ||||||||||
2017 | 15 | 563 | 578 | ||||||||||
2018 | 8 | 563 | 571 | ||||||||||
2019 | - | 550 | 550 | ||||||||||
Thereafter | - | 3,510 | 3,510 | ||||||||||
Total | $ | 148 | $ | 6,734 | $ | 6,882 | |||||||
Total rent expense, including real estate taxes and maintenance charges, was approximately $247 and $338 for the three months ended September 30, 2013 and 2012, respectively. Rent expense is included in cost of sales and selling and administrative expenses in the accompanying Condensed Consolidated Statements of Operations. | |||||||||||||
(b) Legal Proceedings. | |||||||||||||
The Company is subject, from time to time, to claims by third parties under various legal theories. The defense of such claims, or any adverse outcome relating to any such claims, could have a material adverse effect on the Company’s liquidity, financial condition and cash flows. | |||||||||||||
(c) Other Claims. | |||||||||||||
On May 15, 2012, Cedarburg Pharmaceuticals, Inc. ("Cedarburg") sent the Company a letter (the "Demand Letter") setting forth a demand for indemnification under the Stock Purchase Agreement, dated March 17, 2009 (the "Cedarburg SPA"), by and among Cedarburg, InB: Hauser Pharmaceutical Services, Inc., InB: Paxis Pharmaceuticals, Inc. and the Company. In the Demand Letter, Cedarburg demanded payment by the Company of $0.6 million in respect of the Company's indemnification obligations under the Cedarburg SPA. In addition, in the Demand Letter, Cedarburg informed the Company that there are also environmental issues pending which may lead to additional costs to Cedarburg which will likely be in excess of $0.3 million. | |||||||||||||
On May 30, 2012, the Company sent a letter responding to the Demand Letter and setting forth the Company’s position that it has no obligation to indemnify Cedarburg as demanded. On June 18, 2012, Cedarburg responded to the Company’s letter and, on July 27, 2012, the Company sent another letter to Cedarburg reiterating its position that the Company has no obligation to indemnify Cedarburg as demanded. On December 18, 2012, Cedarburg responded to the Company’s letter and, on January 15, 2013, the Company sent another letter to Cedarburg reiterating its position that the Company has no obligation to indemnify Cedarburg as demanded. As of November 14, 2013, the Company has not received any further communication from Cedarburg with respect to its demand for indemnification as set forth in the Demand Letter. The Company intends to vigorously contest Cedarburg's demand as set forth in the Demand Letter. |
Note_8_Related_Party_Transacti
Note 8 - Related Party Transactions | 3 Months Ended |
Sep. 30, 2013 | |
Related Party Transactions [Abstract] | ' |
Related Party Transactions Disclosure [Text Block] | ' |
Note 8. Related Party Transactions | |
On June 27, 2012, Carl DeSantis, a director and major shareholder of the Company and a member of CD Financial and E. Gerald Kay, the Company’s Chief Executive Officer, Chairman of the Board, President and a major shareholder each entered into Limited Guaranty Agreements with PNC in the amount of $1.0 million each. (See Note 5. Senior Credit Facility, Subordinated Convertible Note Payable, net - CD Financial, LLC and other Long Term Debt). | |
Neither Mr. DeSantis nor Mr. Kay received any compensation from the Company in connection with these guarantees. The Individual Guarantees automatically terminate upon the satisfaction of certain conditions set forth in the Loan Agreement. These conditions included the Company repaying an aggregate amount of $1.0 million of principal on the Term Loan and the Company meeting a minimum EBITDA, as defined in the Loan Agreement, of $1.5 million for the fiscal year ended June 30, 2013. These two conditions were met by the Company on November 1, 2013 and Mr. DeSantis and Mr. Kay were released as guarantors under the individual guarantees. | |
See Note 5. Senior Credit Facility, Subordinated Convertible Note Payable, net - CD Financial, LLC and other Long Term Debt for related party securities transactions. | |
See Note 7(a). Leases for related party lease transactions. |
Note_9_Segment_Information
Note 9 - Segment Information | 3 Months Ended | |||||||||||||||||||||||||
Sep. 30, 2013 | ||||||||||||||||||||||||||
Segment Reporting [Abstract] | ' | |||||||||||||||||||||||||
Segment Reporting Disclosure [Text Block] | ' | |||||||||||||||||||||||||
Note 9. Segment Information | ||||||||||||||||||||||||||
The basis for presenting segment results generally is consistent with overall Company reporting. The Company reports information about its operating segments in accordance with GAAP which establishes standards for reporting information about a company’s operating segments. | ||||||||||||||||||||||||||
The Company has divided its operations into three reportable segments as follows: Contract Manufacturing, Branded Proprietary Products and Other Nutraceutical Businesses. The international sales, concentrated primarily in Europe and Canada, for the three months ended September 30, 2013 and 2012 were $3,085 and $2,529, respectively. | ||||||||||||||||||||||||||
Financial information relating to the three months ended September 30, 2013 and 2012 operations by business segment are as follows: | ||||||||||||||||||||||||||
Sales, Net | Segment | |||||||||||||||||||||||||
U.S. | International | Gross | Capital | |||||||||||||||||||||||
Customers | Customers | Total | Profit | Depreciation | Expenditures | |||||||||||||||||||||
Contract Manufacturing | 2013 | $ | 5,429 | $ | 2,862 | $ | 8,291 | $ | 1,366 | $ | 66 | $ | - | |||||||||||||
2012 | 4,865 | 2,215 | 7,080 | 1,096 | 66 | 8 | ||||||||||||||||||||
Branded Proprietary Products | 2013 | 132 | 160 | 292 | 57 | 1 | - | |||||||||||||||||||
2012 | 587 | 244 | 831 | 322 | 4 | - | ||||||||||||||||||||
Other Nutraceutical Businesses | 2013 | 545 | 63 | 608 | 174 | 2 | 2 | |||||||||||||||||||
2012 | 499 | 70 | 569 | 147 | 3 | - | ||||||||||||||||||||
Total Company | 2013 | 6,106 | 3,085 | 9,191 | 1,597 | 69 | 2 | |||||||||||||||||||
2012 | 5,951 | 2,529 | 8,480 | 1,565 | 73 | 8 | ||||||||||||||||||||
Total Assets as of | ||||||||||||||||||||||||||
September 30, | June 30, | |||||||||||||||||||||||||
2013 | 2013 | |||||||||||||||||||||||||
Contract Manufacturing | $ | 8,464 | $ | 8,524 | ||||||||||||||||||||||
Branded Proprietary Products | 2,283 | 2,186 | ||||||||||||||||||||||||
Other Nutraceutical Businesses | 1,820 | 1,901 | ||||||||||||||||||||||||
Total Company | $ | 12,567 | $ | 12,611 | ||||||||||||||||||||||
Note_1_Principles_of_Consolida1
Note 1 - Principles of Consolidation and Basis of Presentation (Tables) | 3 Months Ended | ||||||||
Sep. 30, 2013 | |||||||||
Disclosure Text Block [Abstract] | ' | ||||||||
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share [Table Text Block] | ' | ||||||||
Three Months Ended | |||||||||
September 30, | |||||||||
2013 | 2012 | ||||||||
Anti-dilutive stock options | 2,173,588 | 2,912,338 | |||||||
Anti-dilutive warrants | 500,000 | 500,000 | |||||||
Potentially dilutive shares for convertible notes payable | - | 8,230,769 | |||||||
Total anti-dilutive shares | 2,673,588 | 11,643,107 |
Note_2_Inventories_Tables
Note 2 - Inventories (Tables) | 3 Months Ended | ||||||||
Sep. 30, 2013 | |||||||||
Inventory Disclosure [Abstract] | ' | ||||||||
Schedule of Inventory, Current [Table Text Block] | ' | ||||||||
Raw materials | $ | 3,025 | $ | 2,512 | |||||
Work-in-process | 1,373 | 1,979 | |||||||
Finished goods | 2,127 | 1,940 | |||||||
Total | $ | 6,525 | $ | 6,431 |
Note_3_Intangible_Assets_net_T
Note 3 - Intangible Assets, net (Tables) | 3 Months Ended | ||||||||||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||||||||||
Disclosure Text Block [Abstract] | ' | ||||||||||||||||||||||||
Schedule of Finite-Lived Intangible Assets [Table Text Block] | ' | ||||||||||||||||||||||||
30-Sep-13 | 30-Jun-13 | ||||||||||||||||||||||||
Gross Carrying | Accumulated | Net | Gross Carrying | Accumulated | Net | ||||||||||||||||||||
Amount | Amortization | Amount | Amortization | ||||||||||||||||||||||
Trade names | $ | 1,525 | $ | 758 | $ | 767 | $ | 1,525 | $ | 739 | $ | 786 | |||||||||||||
Unpatented technology | 547 | 470 | 77 | 547 | 460 | 87 | |||||||||||||||||||
License agreement | 347 | 208 | 139 | 347 | 203 | 144 | |||||||||||||||||||
Total | $ | 2,419 | $ | 1,436 | $ | 983 | $ | 2,419 | $ | 1,402 | $ | 1,017 | |||||||||||||
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense [Table Text Block] | ' | ||||||||||||||||||||||||
Year ending | Amortization | ||||||||||||||||||||||||
June 30, | Expense | ||||||||||||||||||||||||
2014, remaining | $ | 103 | |||||||||||||||||||||||
2015 | 137 | ||||||||||||||||||||||||
2016 | 104 | ||||||||||||||||||||||||
2017 | 97 | ||||||||||||||||||||||||
2018 | 97 | ||||||||||||||||||||||||
2019 | 97 | ||||||||||||||||||||||||
Thereafter | 348 | ||||||||||||||||||||||||
Total | $ | 983 |
Note_4_Property_and_Equipment_1
Note 4 - Property and Equipment, net (Tables) | 3 Months Ended | ||||||||
Sep. 30, 2013 | |||||||||
Property, Plant and Equipment [Abstract] | ' | ||||||||
Property, Plant and Equipment [Table Text Block] | ' | ||||||||
September 30, | June 30, | ||||||||
2013 | 2013 | ||||||||
Land and building | $ | 1,250 | $ | 1,250 | |||||
Leasehold improvements | 1,132 | 1,132 | |||||||
Machinery and equipment | 4,920 | 4,918 | |||||||
Transportation equipment | 59 | 59 | |||||||
7,361 | 7,359 | ||||||||
Less: Accumulated depreciation and amortization | (6,193 | ) | (6,124 | ) | |||||
Total | $ | 1,168 | $ | 1,235 |
Note_5_Senior_Credit_Facility_1
Note 5 - Senior Credit Facility, Subordinated Convertible Note Payable, net - CD Financial, LLC and other Long Term Debt (Tables) | 3 Months Ended | |||||||||||||
Sep. 30, 2013 | ||||||||||||||
Debt Disclosure [Abstract] | ' | |||||||||||||
Schedule of Debt [Table Text Block] | ' | |||||||||||||
Principal Amount | Interest | Maturity | ||||||||||||
Rate | Date | |||||||||||||
As of | As of | |||||||||||||
September 30, | June 30, | |||||||||||||
2013 | 2013 | |||||||||||||
Revolving advances under Senior Credit | ||||||||||||||
Facility with PNC Bank, National Association | $ | 4,344 | $ | 4,543 | 3.25 | % | 6/27/17 | |||||||
Installment Note with PNC Bank | 3,106 | 3,239 | 3.75 | % | 6/27/17 | |||||||||
Promissory Note with CD Financial, LLC | 1,714 | 1,714 | 6 | % | 7/7/17 | |||||||||
Promissory Note with Vitamin Realty, LLC | 686 | 686 | 4 | % | 7/7/17 | |||||||||
Capitalized lease obligation | 50 | 58 | 7.1 | % | 2/28/15 | |||||||||
Promissory Note with E. Gerald Kay | 27 | 27 | 4 | % | 7/7/17 | |||||||||
Promissory Note with Acura Financial Services | 30 | 32 | 1.9 | % | 4/15/17 | |||||||||
Total outstanding debt | 9,957 | 10,299 | ||||||||||||
Less: Revolving Advances | (4,344 | ) | (4,543 | ) | ||||||||||
Current portion of long term debt | (869 | ) | (868 | ) | ||||||||||
Long term debt | $ | 4,744 | $ | 4,888 | ||||||||||
Convertible Note payable - CD Financial, LLC | $ | 5,350 | $ | 5,350 | 6 | % | 7/7/17 | |||||||
Discount for embedded derivative | (422 | ) | (449 | ) | ||||||||||
Convertible Note payable, net - CD Financial, LLC | $ | 4,928 | $ | 4,901 | ||||||||||
Schedule of Derivative Liabilities at Fair Value [Table Text Block] | ' | |||||||||||||
September 30, | June 30, | Issuance Date- | ||||||||||||
2013 | 2013 | June 27, | ||||||||||||
2012 | ||||||||||||||
Risk Free Interest Rate | 0.63 | % | 0.66 | % | 0.72 | % | ||||||||
Volatility | 101.3 | % | 118.5 | % | 144.1 | % | ||||||||
Term (years) | 3.75 | 4 | 5 | |||||||||||
Dividend Rate | 0 | % | 0 | % | 0 | % | ||||||||
Closing Price of Common Stock | $ | 0.2 | $ | 0.15 | $ | 0.09 |
Note_7_Commitments_and_Conting1
Note 7 - Commitments and Contingencies (Tables) | 3 Months Ended | ||||||||||||
Sep. 30, 2013 | |||||||||||||
Commitments and Contingencies Disclosure [Abstract] | ' | ||||||||||||
Schedule of Future Minimum Lease Payments for Capital Leases [Table Text Block] | ' | ||||||||||||
Year ending | Lease | Related Party | Total | ||||||||||
June 30, | Commitment | Lease | |||||||||||
Commitment | |||||||||||||
2014, remaining | $ | 43 | $ | 422 | $ | 465 | |||||||
2015 | 46 | 563 | 609 | ||||||||||
2016 | 36 | 563 | 599 | ||||||||||
2017 | 15 | 563 | 578 | ||||||||||
2018 | 8 | 563 | 571 | ||||||||||
2019 | - | 550 | 550 | ||||||||||
Thereafter | - | 3,510 | 3,510 | ||||||||||
Total | $ | 148 | $ | 6,734 | $ | 6,882 |
Note_9_Segment_Information_Tab
Note 9 - Segment Information (Tables) | 3 Months Ended | |||||||||||||||||||||||||
Sep. 30, 2013 | ||||||||||||||||||||||||||
Segment Reporting [Abstract] | ' | |||||||||||||||||||||||||
Schedule of Segment Reporting Information, by Segment [Table Text Block] | ' | |||||||||||||||||||||||||
Sales, Net | Segment | |||||||||||||||||||||||||
U.S. | International | Gross | Capital | |||||||||||||||||||||||
Customers | Customers | Total | Profit | Depreciation | Expenditures | |||||||||||||||||||||
Contract Manufacturing | 2013 | $ | 5,429 | $ | 2,862 | $ | 8,291 | $ | 1,366 | $ | 66 | $ | - | |||||||||||||
2012 | 4,865 | 2,215 | 7,080 | 1,096 | 66 | 8 | ||||||||||||||||||||
Branded Proprietary Products | 2013 | 132 | 160 | 292 | 57 | 1 | - | |||||||||||||||||||
2012 | 587 | 244 | 831 | 322 | 4 | - | ||||||||||||||||||||
Other Nutraceutical Businesses | 2013 | 545 | 63 | 608 | 174 | 2 | 2 | |||||||||||||||||||
2012 | 499 | 70 | 569 | 147 | 3 | - | ||||||||||||||||||||
Total Company | 2013 | 6,106 | 3,085 | 9,191 | 1,597 | 69 | 2 | |||||||||||||||||||
2012 | 5,951 | 2,529 | 8,480 | 1,565 | 73 | 8 | ||||||||||||||||||||
Reconciliation of Assets from Segment to Consolidated [Table Text Block] | ' | |||||||||||||||||||||||||
Total Assets as of | ||||||||||||||||||||||||||
September 30, | June 30, | |||||||||||||||||||||||||
2013 | 2013 | |||||||||||||||||||||||||
Contract Manufacturing | $ | 8,464 | $ | 8,524 | ||||||||||||||||||||||
Branded Proprietary Products | 2,283 | 2,186 | ||||||||||||||||||||||||
Other Nutraceutical Businesses | 1,820 | 1,901 | ||||||||||||||||||||||||
Total Company | $ | 12,567 | $ | 12,611 |
Note_1_Principles_of_Consolida2
Note 1 - Principles of Consolidation and Basis of Presentation (Details) (USD $) | 3 Months Ended | |||
Mar. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Jun. 27, 2012 | |
Note 1 - Principles of Consolidation and Basis of Presentation (Details) [Line Items] | ' | ' | ' | ' |
Equity Method Investment, Ownership Percentage | ' | 6.00% | ' | ' |
Investment Owned, Balance, Shares (in Shares) | ' | 1,266,706 | ' | ' |
Gain (Loss) on Investments | ($139,000) | ' | ' | ' |
Equity Method Investment, Quoted Market Value | ' | $500,000 | ' | ' |
Share Price (in Dollars per share) | ' | $0.20 | $0.15 | $0.09 |
iBio, Inc. [Member] | ' | ' | ' | ' |
Note 1 - Principles of Consolidation and Basis of Presentation (Details) [Line Items] | ' | ' | ' | ' |
Share Price (in Dollars per share) | ' | $0.88 | ' | ' |
Note_1_Principles_of_Consolida3
Note 1 - Principles of Consolidation and Basis of Presentation (Details) - Antidilutive Securities Excluded from Computation of Earnings Per Share | 3 Months Ended | |
Sep. 30, 2013 | Sep. 30, 2012 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' |
Anti-dilutive shares | 2,673,588 | 11,643,107 |
Employee Stock Option [Member] | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' |
Anti-dilutive shares | 2,173,588 | 2,912,338 |
Warrant [Member] | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' |
Anti-dilutive shares | 500,000 | 500,000 |
Convertible Debt Securities [Member] | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' |
Anti-dilutive shares | ' | 8,230,769 |
Note_2_Inventories_Details_Inv
Note 2 - Inventories (Details) - Inventory (USD $) | Sep. 30, 2013 | Jun. 30, 2013 |
In Thousands, unless otherwise specified | ||
Inventory [Abstract] | ' | ' |
Raw materials | $3,025 | $2,512 |
Work-in-process | 1,373 | 1,979 |
Finished goods | 2,127 | 1,940 |
Total | $6,525 | $6,431 |
Note_3_Intangible_Assets_net_D
Note 3 - Intangible Assets, net (Details) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 |
Note 3 - Intangible Assets, net (Details) [Line Items] | ' | ' |
Amortization of Intangible Assets (in Dollars) | $34 | $35 |
Minimum [Member] | ' | ' |
Note 3 - Intangible Assets, net (Details) [Line Items] | ' | ' |
Finite-Lived Intangible Asset, Useful Life | '10 years | ' |
Maximum [Member] | ' | ' |
Note 3 - Intangible Assets, net (Details) [Line Items] | ' | ' |
Finite-Lived Intangible Asset, Useful Life | '20 years | ' |
Note_3_Intangible_Assets_net_D1
Note 3 - Intangible Assets, net (Details) - Finite-Lived Intangible Assets (USD $) | Sep. 30, 2013 | Jun. 30, 2013 |
In Thousands, unless otherwise specified | ||
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Gross Carring Amount | $2,419 | $2,419 |
Accumulated Amortization | 1,436 | 1,402 |
Net | 983 | 1,017 |
Trade Names [Member] | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Gross Carring Amount | 1,525 | 1,525 |
Accumulated Amortization | 758 | 739 |
Net | 767 | 786 |
Unpatented Technology [Member] | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Gross Carring Amount | 547 | 547 |
Accumulated Amortization | 470 | 460 |
Net | 77 | 87 |
Licensing Agreements [Member] | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Gross Carring Amount | 347 | 347 |
Accumulated Amortization | 208 | 203 |
Net | $139 | $144 |
Note_3_Intangible_Assets_net_D2
Note 3 - Intangible Assets, net (Details) - Estimated Annual Amortization Expense for Intangible Assets (USD $) | Sep. 30, 2013 | Jun. 30, 2013 |
In Thousands, unless otherwise specified | ||
Estimated Annual Amortization Expense for Intangible Assets [Abstract] | ' | ' |
2014, remaining | $103 | ' |
2015 | 137 | ' |
2016 | 104 | ' |
2017 | 97 | ' |
2018 | 97 | ' |
2019 | 97 | ' |
Thereafter | 348 | ' |
Total | $983 | $1,017 |
Note_4_Property_and_Equipment_2
Note 4 - Property and Equipment, net (Details) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 |
Property, Plant and Equipment [Abstract] | ' | ' |
Depreciation | $69 | $73 |
Note_4_Property_and_Equipment_3
Note 4 - Property and Equipment, net (Details) - Property and Equipment, Net (USD $) | Sep. 30, 2013 | Jun. 30, 2013 |
In Thousands, unless otherwise specified | ||
Property, Plant and Equipment [Line Items] | ' | ' |
Property and Equipment, Gross | $7,361 | $7,359 |
Less: Accumulated depreciation and amortization | -6,193 | -6,124 |
Total | 1,168 | 1,235 |
Land and Building [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Property and Equipment, Gross | 1,250 | 1,250 |
Leasehold Improvements [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Property and Equipment, Gross | 1,132 | 1,132 |
Machinery and Equipment [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Property and Equipment, Gross | 4,920 | 4,918 |
Transportation Equipment [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Property and Equipment, Gross | $59 | $59 |
Note_5_Senior_Credit_Facility_2
Note 5 - Senior Credit Facility, Subordinated Convertible Note Payable, net - CD Financial, LLC and other Long Term Debt (Details) (USD $) | 3 Months Ended | 3 Months Ended | 3 Months Ended | |||||||||||||
Sep. 30, 2013 | Jun. 30, 2013 | Jun. 27, 2012 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Feb. 21, 2008 | Dec. 31, 2012 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Jun. 27, 2012 | |
Default Rate [Member] | CD Financial LLC [Member] | CD Financial LLC [Member] | CD Financial LLC [Member] | CD Financial LLC [Member] | Vitamin Realty LLC [Member] | Vitamin Realty LLC [Member] | E Gerald Kay [Member] | Term Loan [Member] | Term Loan [Member] | Revolving Credit Facility [Member] | Revolving Credit Facility [Member] | Revolving Credit Facility [Member] | ||||
CD Financial LLC [Member] | Promissory Note [Member] | E Gerald Kay [Member] | ||||||||||||||
Note 5 - Senior Credit Facility, Subordinated Convertible Note Payable, net - CD Financial, LLC and other Long Term Debt (Details) [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Senior Notes | ' | ' | $11,727,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Line of Credit Facility, Maximum Borrowing Capacity | 4,344,000 | 4,543,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 8,000,000 |
Loans Payable, Noncurrent | ' | ' | 3,727,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Basis Spread on Variable Rate | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3.25% | ' | 2.75% | ' | ' |
Line of Credit Facility, Interest Rate at Period End | 3.25% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3.75% | 3.75% | 3.25% | 3.25% | ' |
Debt Instrument, Periodic Payment | 44,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Guarantor Obligations, Maximum Exposure, Undiscounted | 1,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Interest Rate, Stated Percentage | ' | ' | ' | 10.00% | ' | 6.00% | ' | 9.50% | 4.00% | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Face Amount | ' | ' | ' | ' | 1,714,000 | ' | ' | 4,500,000 | ' | 686,000 | 27,000 | ' | ' | ' | ' | ' |
Convertible Notes Payable | ' | ' | ' | ' | ' | 5,350,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Convertible, Conversion Price (in Dollars per share) | ' | ' | ' | ' | ' | $0.65 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Embedded Derivative, Fair Value of Embedded Derivative Liability | ' | ' | ' | ' | ' | $770,000 | $696,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Note_5_Senior_Credit_Facility_3
Note 5 - Senior Credit Facility, Subordinated Convertible Note Payable, net - CD Financial, LLC and other Long Term Debt (Details) - Debt Outstanding (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Sep. 30, 2013 | Jun. 30, 2013 |
Revolving advances under Senior Credit | ' | ' |
Facility with PNC Bank, National Association | $4,344 | $4,543 |
Facility with PNC Bank, National Association | 3.25% | ' |
Facility with PNC Bank, National Association | '6/27/2017 | ' |
Discount for embedded derivative | -422 | -449 |
Convertible Note payable, net - CD Financial, LLC | 4,928 | 4,901 |
Total outstanding debt | 9,957 | 10,299 |
Less: Revolving Advances | -4,344 | -4,543 |
Current portion of long term debt | -869 | -868 |
Long term debt | 4,744 | 4,888 |
PNC Bank [Member] | ' | ' |
Revolving advances under Senior Credit | ' | ' |
Principal Amount | 3,106 | 3,239 |
Interest Rate | 3.75% | ' |
Maturity Date | '6/27/2017 | ' |
CD Financial LLC [Member] | ' | ' |
Revolving advances under Senior Credit | ' | ' |
Principal Amount | 1,714 | 1,714 |
Interest Rate | 6.00% | ' |
Maturity Date | '7/7/2017 | ' |
Vitamin Realty LLC [Member] | ' | ' |
Revolving advances under Senior Credit | ' | ' |
Principal Amount | 686 | 686 |
Interest Rate | 4.00% | ' |
Maturity Date | '7/7/2017 | ' |
E Gerald Kay [Member] | ' | ' |
Revolving advances under Senior Credit | ' | ' |
Principal Amount | 27 | 27 |
Interest Rate | 4.00% | ' |
Maturity Date | '7/7/2017 | ' |
Acura Financial Services [Member] | ' | ' |
Revolving advances under Senior Credit | ' | ' |
Principal Amount | 30 | 32 |
Interest Rate | 1.90% | ' |
Maturity Date | '4/15/2017 | ' |
Capital Lease Obligations [Member] | ' | ' |
Revolving advances under Senior Credit | ' | ' |
Principal Amount | 50 | 58 |
Interest Rate | 7.10% | ' |
Maturity Date | '2/28/2015 | ' |
Convertible Debt [Member] | ' | ' |
Revolving advances under Senior Credit | ' | ' |
Principal Amount | $5,350 | $5,350 |
Interest Rate | 6.00% | ' |
Maturity Date | '7/7/2017 | ' |
Note_5_Senior_Credit_Facility_4
Note 5 - Senior Credit Facility, Subordinated Convertible Note Payable, net - CD Financial, LLC and other Long Term Debt (Details) - Calculate of the Fair Value of the Derivative Liability (USD $) | 3 Months Ended | 6 Months Ended | |
Sep. 30, 2013 | Jun. 30, 2013 | Jun. 27, 2012 | |
Note 5 - Senior Credit Facility, Subordinated Convertible Note Payable, net - CD Financial, LLC and other Long Term Debt (Details) - Calculate of the Fair Value of the Derivative Liability [Line Items] | ' | ' | ' |
Closing Price of Common Stock (in Dollars per share) | 0.2 | 0.15 | 0.09 |
Derivative [Member] | ' | ' | ' |
Note 5 - Senior Credit Facility, Subordinated Convertible Note Payable, net - CD Financial, LLC and other Long Term Debt (Details) - Calculate of the Fair Value of the Derivative Liability [Line Items] | ' | ' | ' |
Risk Free Interest Rate | 0.63% | 0.66% | 0.72% |
Volatility | 101.30% | 118.50% | 144.10% |
Term (years) | '3 years 9 months | '4 years | '5 years |
Dividend Rate | 0.00% | 0.00% | 0.00% |
Note_6_Significant_Risks_and_U1
Note 6 - Significant Risks and Uncertainties (Details) | 3 Months Ended | |
Sep. 30, 2013 | Sep. 30, 2012 | |
Two Customers [Member] | ' | ' |
Note 6 - Significant Risks and Uncertainties (Details) [Line Items] | ' | ' |
Concentration Risk, Percentage | 79.00% | 72.00% |
Accounts Receivable [Member] | ' | ' |
Note 6 - Significant Risks and Uncertainties (Details) [Line Items] | ' | ' |
Concentration Risk, Percentage | 63.00% | ' |
Number of Employees, Geographic Area [Member] | ' | ' |
Note 6 - Significant Risks and Uncertainties (Details) [Line Items] | ' | ' |
Concentration Risk, Percentage | 63.00% | ' |
Maximum [Member] | Sales Revenue, Goods, Net [Member] | ' | ' |
Note 6 - Significant Risks and Uncertainties (Details) [Line Items] | ' | ' |
Concentration Risk, Percentage | 10.00% | ' |
Note_7_Commitments_and_Conting2
Note 7 - Commitments and Contingencies (Details) (USD $) | 3 Months Ended | 3 Months Ended | |||||||
Sep. 30, 2013 | Sep. 30, 2012 | Jun. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2012 | 15-May-13 | 15-May-13 | |
Manhattan Drug Company [Member] | AgroLabs [Member] | Principal Owner [Member] | Principal Owner [Member] | Stock Purchase Agreement [Member] | Environmental Issues [Member] | ||||
Note 7 - Commitments and Contingencies (Details) [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Payments for Rent | ' | ' | ' | $533,000 | $27,000 | ' | ' | ' | ' |
Operating Leases, Rent Expense | 247,000 | 338,000 | ' | ' | ' | 206,000 | 271,000 | ' | ' |
Capital Lease Obligations | 813,000 | ' | 918,000 | ' | ' | ' | ' | ' | ' |
Loss Contingency, Estimate of Possible Loss | ' | ' | ' | ' | ' | ' | ' | $600,000 | $300,000 |
Note_7_Commitments_and_Conting3
Note 7 - Commitments and Contingencies (Details) - Minimum Rental Commitment for Long-term Non-cancelable Leases (USD $) | Sep. 30, 2013 |
In Thousands, unless otherwise specified | |
Note 7 - Commitments and Contingencies (Details) - Minimum Rental Commitment for Long-term Non-cancelable Leases [Line Items] | ' |
2014, remaining | $465 |
2015 | 609 |
2016 | 599 |
2017 | 578 |
2018 | 571 |
2019 | 550 |
Thereafter | 3,510 |
Total | 6,882 |
Principal Owner [Member] | ' |
Note 7 - Commitments and Contingencies (Details) - Minimum Rental Commitment for Long-term Non-cancelable Leases [Line Items] | ' |
2014, remaining | 422 |
2015 | 563 |
2016 | 563 |
2017 | 563 |
2018 | 563 |
2019 | 550 |
Thereafter | 3,510 |
Total | 6,734 |
Capital Lease Obligations [Member] | ' |
Note 7 - Commitments and Contingencies (Details) - Minimum Rental Commitment for Long-term Non-cancelable Leases [Line Items] | ' |
2014, remaining | 43 |
2015 | 46 |
2016 | 36 |
2017 | 15 |
2018 | 8 |
Total | $148 |
Note_8_Related_Party_Transacti1
Note 8 - Related Party Transactions (Details) (USD $) | Sep. 30, 2013 |
In Millions, unless otherwise specified | |
Related Party Transactions [Abstract] | ' |
Guarantor Obligations, Current Carrying Value | $1 |
Note_9_Segment_Information_Det
Note 9 - Segment Information (Details) (Europe and Canada [Member], USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 |
Europe and Canada [Member] | ' | ' |
Note 9 - Segment Information (Details) [Line Items] | ' | ' |
Revenues | $3,085 | $2,529 |
Note_9_Segment_Information_Det1
Note 9 - Segment Information (Details) - Operations by Business Segment (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Segment Reporting Information [Line Items] | ' | ' | ' | ' |
Sales, Net | $9,191 | $8,480 | ' | ' |
Gross Profit | 1,597 | 1,565 | 1,597 | 1,565 |
Depreciation | 69 | 73 | ' | ' |
Capital Expenditures | 2 | 8 | ' | ' |
Operating Segments [Member] | Contract Manufacturing [Member] | U. S. Customers [Member] | ' | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' | ' |
Sales, Net | 5,429 | 4,865 | ' | ' |
Operating Segments [Member] | Contract Manufacturing [Member] | International Customers [Member] | ' | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' | ' |
Sales, Net | 2,862 | 2,215 | ' | ' |
Operating Segments [Member] | Contract Manufacturing [Member] | ' | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' | ' |
Sales, Net | 8,291 | 7,080 | ' | ' |
Gross Profit | 1,366 | 1,096 | ' | ' |
Depreciation | 66 | 66 | ' | ' |
Capital Expenditures | ' | 8 | ' | ' |
Operating Segments [Member] | Branded Proprietary Products [Member] | U. S. Customers [Member] | ' | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' | ' |
Sales, Net | 132 | 587 | ' | ' |
Operating Segments [Member] | Branded Proprietary Products [Member] | International Customers [Member] | ' | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' | ' |
Sales, Net | 160 | 244 | ' | ' |
Operating Segments [Member] | Branded Proprietary Products [Member] | ' | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' | ' |
Sales, Net | 292 | 831 | ' | ' |
Gross Profit | 57 | 322 | ' | ' |
Depreciation | 1 | 4 | ' | ' |
Operating Segments [Member] | Other Nutraceutical Business [Member] | U. S. Customers [Member] | ' | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' | ' |
Sales, Net | 545 | 499 | ' | ' |
Operating Segments [Member] | Other Nutraceutical Business [Member] | International Customers [Member] | ' | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' | ' |
Sales, Net | 63 | 70 | ' | ' |
Operating Segments [Member] | Other Nutraceutical Business [Member] | ' | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' | ' |
Sales, Net | 608 | 569 | ' | ' |
Gross Profit | 174 | 147 | ' | ' |
Depreciation | 2 | 3 | ' | ' |
Capital Expenditures | 2 | ' | ' | ' |
U. S. Customers [Member] | ' | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' | ' |
Sales, Net | 6,106 | 5,951 | ' | ' |
International Customers [Member] | ' | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' | ' |
Sales, Net | $3,085 | $2,529 | ' | ' |
Note_9_Segment_Information_Det2
Note 9 - Segment Information (Details) - Reconciliation of Assets from Segment to Consolidated (USD $) | Sep. 30, 2013 | Jun. 30, 2013 |
In Thousands, unless otherwise specified | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ' | ' |
Assets | $12,567 | $12,611 |
Operating Segments [Member] | Contract Manufacturing [Member] | ' | ' |
Segment Reporting, Asset Reconciling Item [Line Items] | ' | ' |
Assets | 8,464 | 8,524 |
Operating Segments [Member] | Branded Proprietary Products [Member] | ' | ' |
Segment Reporting, Asset Reconciling Item [Line Items] | ' | ' |
Assets | 2,283 | 2,186 |
Operating Segments [Member] | Other Nutraceutical Business [Member] | ' | ' |
Segment Reporting, Asset Reconciling Item [Line Items] | ' | ' |
Assets | $1,820 | $1,901 |