Integrated BioPharma (INBP) 10-Q 10 Nov 16 2017 Q1 Quarterly report Financial data

Document And Entity Information

Document And Entity Information - shares	3 Months Ended
	Sep. 30, 2016	Nov. 10, 2016
Document Information [Line Items]
Entity Registrant Name	INTEGRATED BIOPHARMA INC
Entity Central Index Key	1,016,504
Trading Symbol	inbp
Current Fiscal Year End Date	--06-30
Entity Filer Category	Smaller Reporting Company
Entity Current Reporting Status	Yes
Entity Voluntary Filers	No
Entity Well-known Seasoned Issuer	No
Entity Common Stock, Shares Outstanding (in shares)		21,105,174
Document Type	10-Q
Document Period End Date	Sep. 30, 2016
Document Fiscal Year Focus	2,017
Document Fiscal Period Focus	Q1
Amendment Flag	false

Condensed Consolidated Statemen

Condensed Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands	3 Months Ended
	Sep. 30, 2016	Sep. 30, 2015
Sales, net	$ 12,681	$ 9,445
Cost of sales	10,529	8,130
Gross profit	2,152	1,315
Selling and administrative expenses	793	830
Operating income	1,359	485
Other income (expense), net:
Interest expense	(232)	(237)
Change in fair value of derivative liabilities	(368)	(3)
Other income, net	16	24
Other expense, net	(584)	(216)
Income before income taxes	775	269
Income tax expense, net	126	28
Net income	$ 649	$ 241
Basic net income per common share (in dollars per share)	$ 0.03	$ 0.01
Diluted net income per common share (in dollars per share)	$ 0.03	$ 0.01
Weighted average common shares outstanding - basic (in shares)	21,105,174	21,105,174
Add: Equivalent shares outstanding (in shares)	77,712	50,039
Shares issuable upon conversion of Convertible Debt - CD Financial, LLC (in shares)
Weighted average common shares outstanding - diluted (in shares)	21,182,886	21,155,213

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets (Current Period Unaudited) - USD ($) $ in Thousands	Sep. 30, 2016	Jun. 30, 2016
Current Assets:
Cash	$ 92	$ 395
Accounts receivable, net	3,765	3,135
Inventories	8,080	7,756
Investment in iBio, Inc.	501	501
Other current assets	266	283
Total current assets	12,704	12,070
Property and equipment, net	1,536	1,567
Security deposits and other assets	407	448
Total Assets	14,647	14,085
Current Liabilities:
Advances under revolving credit facility	4,885	4,210
Accounts payable (includes $190 and $331 due to related party)	4,829	5,469
Accrued expenses and other current liabilities	1,118	1,211
Current portion of long term debt	959	934
Total current liabilities	11,791	11,824
Long term debt	4,870	5,306
Subordinated convertible note, net - CD Financial, LLC	5,216	5,206
Derivative liabilities	444	76
Total liabilities	22,321	22,412
Commitments and Contingencies
Stockholders' Deficiency:
Common Stock, $0.002 par value; 50,000,000 shares authorized; 21,140,074 and 21,105,174 shares issued and outstanding, respectively	42	42
Additional paid-in capital	44,711	44,707
Accumulated deficit	(52,328)	(52,977)
Less: Treasury stock, at cost, 34,900 shares	(99)	(99)
Total Stockholders' Deficiency	(7,674)	(8,327)
Total Liabilities and Stockholders' Deficiency	$ 14,647	$ 14,085

Condensed Consolidated Balance4

Condensed Consolidated Balance Sheets (Current Period Unaudited) (Parentheticals) - USD ($) $ in Thousands	Sep. 30, 2016	Jun. 30, 2016
Accounts payable due to related parties	$ 190	$ 331
Common stock, par value (in dollars per share)	$ 0.002	$ 0.002
Common stock, shares authorized (in shares)	50,000,000	50,000,000
Common stock, shares issued (in shares)	21,140,074	21,140,074
Common stock, shares outstanding (in shares)	21,105,174	21,105,174
Treasury stock, shares acquired (in shares)	34,900	34,900

Condensed Consolidated Stateme5

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands	3 Months Ended
	Sep. 30, 2016	Sep. 30, 2015
Net income	$ 649	$ 241
Adjustments to reconcile net income to net cash from operating activities:
Depreciation and amortization	97	91
Accretion of financing instruments and other non cash interest	26	60
Stock based compensation	4	9
Change in fair value of derivative liabilities	368	3
Accounts receivable	(630)	(165)
Inventories	(324)	(309)
Other current assets	17	(23)
Security deposits and other assets		(11)
Accounts payable	(640)	887
Accrued expenses and other liabilities	(93)	(347)
Net cash (used in) provided by operating activities	(526)	436
Purchase of property and equipment	(41)	(41)
Net cash used in investing activities	(41)	(41)
Advances under revolving credit facility	12,556	8,553
Proceeds from Line of Credit Note		43
Repayments of advances under revolving credit facility	(11,881)	(8,796)
Repayments under term note payables	(372)	(147)
Repayments under capitalized lease obligations	(39)	(35)
Net cash provided by (used in) financing activities	264	(382)
Net (decrease) increase in cash	(303)	13
Cash at beginning of period	395	71
Cash at end of period	92	84
Cash paid during the periods for:
Interest	195	173
Income taxes	117
Accretion on embedded derivative feature of convertible note payable	10	28
Amortization of prepaid financing costs	16	32
Financing on capitalized lease obligations		$ 14

Note 1 - Principles of Consolid

Note 1 - Principles of Consolidation and Basis of Presentation	3 Months Ended
	Sep. 30, 2016
Notes to Financial Statements
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, 2016 (“Form 10-K”), as filed with the SEC. The June 30, 2016 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, 2016 are not necessarily indicative of the results for the full fiscal year ending June 30, 2017 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, Coconut Water, Aloe Pure, Peaceful Sleep, Green Envy, ACAI Extra, ACAI Cleanse, Wheatgrass 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. (“Chem”), a distributor of certain raw materials for DSM Nutritional Products LLC. Significant Accounting Policies There have been no material changes during fiscal year 2017 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, 2016. Investment in iBio, Inc . Pursuant to the Company ’s Loan Agreement with PNC Bank, National Association (“PNC”), the Company was 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. During certain periods beginning July 1, 2015 and fiscal years ended June 30, 2015, 2014 and 2013, the trading price of the iBio Stock was less than $0.88 for a period of fifteen (15) consecutive trading days. Although PNC did not require the Company to sell shares of iBio Stock, the Company sold 73,191 shares of iBio Stock in the quarter ended June 30, 2015. On February 19, 2016, the Loan Agreement with PNC was amended. The amendment included the removal of the requirement to sell the iBio Stock based on the selling price of $0.88 per share; however, the requirement to use all the net proceeds from the sale of any of the iBio Stock to prepay the outstanding principal of the term loan outstanding under the Amended Loan Agreement remains. (See Note 4. Senior Credit Facility, Subordinated Convertible Note, net - CD Financial, LLC and other Long Term Debt). Earnings Per Share. Basic earnings per common share amounts are based on 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, warrants and convertible debt, subject to anti-dilution limitations using the treasury stock method and if converted method. The following options and potentially dilutive shares for convertible notes payable (See Note 4. Senior Credit Facility, Subordinated Convertible Note, 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, 2016 and 2015: Three Months Ended September 30, 2016 2015 Anti-dilutive stock options 674,950 1,080,950 Anti-dilutive shares for convertible notes payable 8,230,769 8,230,769 Total anti-dilutive shares 8,905,719 9,311,719

Note 2 - Inventories

Note 2 - Inventories	3 Months Ended
	Sep. 30, 2016
Notes to Financial Statements
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: September 30, June 30, 2016 2016 Raw materials $ 4,702 $ 4,040 Work-in-process 1,901 2,212 Finished goods 1,477 1,504 Total $ 8,080 $ 7,756

Note 3 - Property and Equipment

Note 3 - Property and Equipment, Net	3 Months Ended
	Sep. 30, 2016
Notes to Financial Statements
Property, Plant and Equipment Disclosure [Text Block]	Note 3 . Property and Equipment, net Property and equipment, net consists of the following: September 30, June 30, 2016 2016 Land and building $ 1,250 $ 1,250 Leasehold improvements 1,217 1,210 Machinery and equipment 5,560 5,536 Transportation equipment 11 11 8,038 8,007 Less: Accumulated depreciation and amortization (6,502 ) (6,440 ) Total $ 1,536 $ 1,567 Depreciation and amortization expense recorded on property and equipment for the three months ended September 30, 2016 and 2015 was $72 and $59, respectively.

Note 4 - Senior Credit Facility

Note 4 - Senior Credit Facility, Subordinated Convertible Note, Net - CD Financial, LLC and Other Long Term Debt	3 Months Ended
	Sep. 30, 2016
Notes to Financial Statements
Debt Disclosure [Text Block]	Note 4 . Senior Credit Facility, Subordinated Convertible Note, net - CD Financial, LLC and other Long Term Debt As of September 30, 2016 and June 30, 2016, the Company had the following debt outstanding: Principal Amount Interest Rate Maturity Date As of September 30, 2016 As of June 30, 2016 Revolving advances under Senior Credit Facility with PNC Bank, National Association $ 4,885 $ 4,210 3.50 % 2/19/2020 Installment Note with PNC Bank 2,908 3,259 4.00 % 2/19/2020 Line of Credit Note with PNC Equipment Finance 254 275 4.57 % 7/29/2019 Promissory Note with CD Financial, LLC 1,714 1,714 6.00 % 2/29/2020 Promissory Note with Vitamin Realty, LLC 686 686 4.00 % 2/29/2020 Capitalized lease obligations 267 306 4.00% - 11/20/2016 - 11.43 % 12/8/2020 Total outstanding debt 10,714 10,450 Less: Revolving Advances (4,885 ) (4,210 ) Current portion of long term debt (959 ) (934 ) Long term debt $ 4,870 $ 5,306 Convertible Note payable - CD Financial, LLC $ 5,350 $ 5,350 6.00 % 2/29/2020 Discount for embedded derivative (134 ) (144 ) Convertible Note payable, net - CD Financial, LLC $ 5,216 $ 5,206 SENIOR CREDIT FACILITY On February 19, 2016, the Company, MDC, AgroLabs, IHT, IHT Properties Corp. (“IHT Properties”) and Vitamin Factory (collectively, the “Borrowers”) amended the Revolving Credit, Term Loan and Security Agreement (the “Amended Loan Agreement”) with PNC Bank, National Association as agent and lender (“PNC”) and the other lenders party thereto entered into on June 27, 2012. The Amended Loan Agreement provides for a total of $11,422 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 $3,422 (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 common stock of iBio owned by the Company. Revolving Advances bear interest at PNC ’s Base Rate or the Eurodollar Rate, at Borrowers’ option, plus 2.75% (3.50% as of September 30 and June 30, 2016). The Term Loan bears interest at PNC’s Base Rate or the Eurodollar Rate, at Borrowers’ option, plus 3.25% (4.00% as of September 30 and June 30, 2016). Upon and after the occurrence of any event of default under the Amended 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 February 19, 2020 (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 Amended Loan Agreement or earlier termination of the Amended Loan Agreement pursuant to the terms thereof. The Term Loan shall be repaid in eighty-four (84) consecutive monthly installments of principal, the first eighty-three (83) of which shall be in the amount of $41, commencing on the first business day of March, 2016, 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 Senior Maturity Date. The foregoing is subject to customary mandatory prepayment provisions and acceleration upon the occurrence of any event of default under the Amended Loan Agreement or earlier termination of the Amended Loan Agreement pursuant to the terms thereof. The Revolving Advances are subject to the terms and conditions set forth in the Amended 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 Amended Loan Agreement, of eligible accounts receivables (“Receivables Advance Rate”), plus (ii) up to the lesser of (A) 75%, subject to the provisions in the Amended 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 PNC may reasonably deem proper and necessary from time to time. The Amended Loan Agreement contains customary mandatory prepayment provisions, including, without limitation the requirement to use any sales proceeds from the sale of iBio Stock to repay the Term Loan and to prepay the outstanding amount of the Revolving Advances in an amount equal to twenty-five percent (25%) of Excess Cash Flow for each fiscal year commencing with the fiscal year ending June 30, 2016, payable upon delivery of the financial statements to PNC referred to in and required by the Amended 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 amount shall be applied ratably to the outstanding principal installments of the Term Loan in the inverse order of the maturities thereof. The Amended 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 Amended Loan Agreement. As of September 30, 2016, the Company was in compliance with the fixed charge coverage ratio maintenance requirement. The Loan Agreement (prior to giving effect to the February 19, 2016 amendment described above) required the Company to sell iBio Stock if the per share price fell below $0.88. This requirement is not in the Amended Loan Agreement, however, the requirement to use all the net proceeds from the sale of any of the iBio Stock to prepay the outstanding principal of the term loan outstanding under the Amended Loan Agreement remains a requirement under the Amended Loan Agreement. During certain periods in the fiscal year ended June 30, 2013 and continuing through the nine months ended March 31, 2016, 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. Although not required to sell the iBio Stock by PNC, in the quarter ended June 30, 2015, the Company sold 73,191 shares of iBio Stock. In connection with the Senior Credit Facility, PNC and 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 subsidiar ies (as described in this Note 4) are established. In addition, in connection with the Senior Credit Facility, the following loan documents were executed: (i) a Stock Pledge Agreement with PNC, pursuant to which the Company pledged to PNC the iBio Stock; (ii) a Mortgage and Security Agreement with PNC with IHT Properties; and (iii) 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 amend ed 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 had an original maturity date of July 7, 2017, however, on February 19, 2016, the CD Notes were amended to extend the maturity date thereof to February 29, 2020. The proceeds of the CD Notes were used to refinance (a) the Original CD Note, (b) the CD MDC Note which was assigned by MDC to the Company, (c) past due interest in the aggregate amount of $333 and (d) other expenses owed to CD Financial by the Company in the aggregate amount of approximately $217. 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 Amended 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 Amended 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, 2016 and June 30, 2016, the related embedded derivative liability with respect to conversion price protection provisions on the CD Convertible Note has an estimated fair value of $444 and $76, 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, June 27, 2016 2016 2012 Risk Free Interest Rate 0.93% 0.81% 0.72% Volatility 98.30% 63.20% 144.10% Term 3 years 5 months 3 years 8 months 5 years Dividend Rate 0.00% 0.00% 0.00% Closing Price of Common Stock $ 0.15 $ 0.11 $ 0.09 OTHER LONG TERM DEBT Related Party Debt .

Note 5 - Significant Risks and

Note 5 - Significant Risks and Uncertainties	3 Months Ended
	Sep. 30, 2016
Notes to Financial Statements
Concentration Risk Disclosure [Text Block]	Note 5. Significant Risks and Uncertainties ( a ) Major Customers. ( b ) Other Business Risks.

Note 6 - Commitments and Contin

Note 6 - Commitments and Contingencies	3 Months Ended
	Sep. 30, 2016
Notes to Financial Statements
Commitments and Contingencies Disclosure [Text Block]	Note 6. Commitments and Contingencies (a) Leases Related Party Leases. Warehouse and office facilities are leased from Vitamin Realty, which is 100% owned by the Company’s chairman, Chief Executive Officer and major stockholder and certain of his family members, who are also executive officers and directors of the Company. 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. On May 19, 2014, AgroLabs entered into an Amendment to the lease agreement entered into on January 5, 2012, with Vitamin Realty for an additional 2,700 square feet of warehouse space in New Jersey, the term of which was to expire on January 31, 2019 to extend the expiration date to January 1, 2024. 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, 2016 and 2015 on these leases were $197 and $184 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, 2016 and June 30, 2016, the Company had an outstanding obligation to Vitamin Realty of $1.0 million and $1.1 million, respectively, included in accounts payable, accrued expenses and other liabilities 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 (inclusive of the related party lease with Vitamin Realty). The minimum rental commitment s for long-term non-cancelable leases are as follows: Operating Related Party Year ending Lease Lease June 30, Commitment Commitment Total 2017, remaining $ 27 $ 422 $ 449 2018 24 563 587 2019 6 563 569 2020 1 563 564 2021 - 563 563 2022 - 563 563 Thereafter - 1,955 1,955 Total $ 58 $ 5,192 $ 5,250 Total rent expense, including real estate taxes and maintenance charges, was approximately $237 and $225 for the three months ended September 30, 2016 and 2015, 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 10, 2016, 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 7 - Related Party Transact

Note 7 - Related Party Transactions	3 Months Ended
	Sep. 30, 2016
Notes to Financial Statements
Related Party Transactions Disclosure [Text Block]	Note 7. Related Party Transactions See Note 4 . Senior Credit Facility, Subordinated Convertible Note, net - CD Financial, LLC and other Long Term Debt for related party securities transactions. See Note 6(a). Leases for related party lease transactions.

Note 8 - Segment Information

Note 8 - Segment Information	3 Months Ended
	Sep. 30, 2016
Notes to Financial Statements
Segment Reporting Disclosure [Text Block]	Note 8. 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, 2016 and 2015 were $2,876 and $1,992, respectively. Financial information relating to the three months ended September 30, 2016 and 2015 operations by business segment are as follows: Sales, Net Segment U.S. International Gross Capital Customers Customers Total Profit Depreciation Expenditures Contract Manufacturing 2016 $ 9,321 $ 2,711 $ 12,032 $ 1,897 $ 71 $ 41 2015 6,930 1,815 8,745 1,041 59 54 Branded Proprietary Products 2016 30 95 125 34 - - 2015 147 172 319 128 - - Other Nutraceutical Businesses 2016 454 70 524 221 1 - 2015 376 5 381 146 - 1 Total Company 2016 9,805 2,876 12,681 2,152 72 41 2015 7,453 1,992 9,445 1,315 59 55 Total Assets as of September 30, June 30, 2016 2016 Contract Manufacturing $ 12,330 $ 11,853 Branded Proprietary Products 651 676 Other Nutraceutical Businesses 1,666 1,556 Total Company $ 14,647 $ 14,085

Significant Accounting Policies

Significant Accounting Policies (Policies)	3 Months Ended
	Sep. 30, 2016
Accounting Policies [Abstract]
Cost Method Investments, Policy [Policy Text Block]	Investment in iBio, Inc . Pursuant to the Company ’s Loan Agreement with PNC Bank, National Association (“PNC”), the Company was 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. During certain periods beginning July 1, 2015 and fiscal years ended June 30, 2015, 2014 and 2013, the trading price of the iBio Stock was less than $0.88 for a period of fifteen (15) consecutive trading days. Although PNC did not require the Company to sell shares of iBio Stock, the Company sold 73,191 shares of iBio Stock in the quarter ended June 30, 2015. On February 19, 2016, the Loan Agreement with PNC was amended. The amendment included the removal of the requirement to sell the iBio Stock based on the selling price of $0.88 per share; however, the requirement to use all the net proceeds from the sale of any of the iBio Stock to prepay the outstanding principal of the term loan outstanding under the Amended Loan Agreement remains. (See Note 4. Senior Credit Facility, Subordinated Convertible Note, net - CD Financial, LLC and other Long Term Debt).
Earnings Per Share, Policy [Policy Text Block]	Earnings Per Share. Basic earnings per common share amounts are based on 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, warrants and convertible debt, subject to anti-dilution limitations using the treasury stock method and if converted method. The following options and potentially dilutive shares for convertible notes payable (See Note 4. Senior Credit Facility, Subordinated Convertible Note, 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, 2016 and 2015: Three Months Ended September 30, 2016 2015 Anti-dilutive stock options 674,950 1,080,950 Anti-dilutive shares for convertible notes payable 8,230,769 8,230,769 Total anti-dilutive shares 8,905,719 9,311,719

Note 1 - Principles of Consol15

Note 1 - Principles of Consolidation and Basis of Presentation (Tables)	3 Months Ended
	Sep. 30, 2016
Notes Tables
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share [Table Text Block]	Three Months Ended September 30, 2016 2015 Anti-dilutive stock options 674,950 1,080,950 Anti-dilutive shares for convertible notes payable 8,230,769 8,230,769 Total anti-dilutive shares 8,905,719 9,311,719

Note 2 - Inventories (Tables)

Note 2 - Inventories (Tables)	3 Months Ended
	Sep. 30, 2016
Notes Tables
Schedule of Inventory, Current [Table Text Block]	September 30, June 30, 2016 2016 Raw materials $ 4,702 $ 4,040 Work-in-process 1,901 2,212 Finished goods 1,477 1,504 Total $ 8,080 $ 7,756

Note 3 - Property and Equipme17

Note 3 - Property and Equipment, Net (Tables)	3 Months Ended
	Sep. 30, 2016
Notes Tables
Property, Plant and Equipment [Table Text Block]	September 30, June 30, 2016 2016 Land and building $ 1,250 $ 1,250 Leasehold improvements 1,217 1,210 Machinery and equipment 5,560 5,536 Transportation equipment 11 11 8,038 8,007 Less: Accumulated depreciation and amortization (6,502 ) (6,440 ) Total $ 1,536 $ 1,567

Note 4 - Senior Credit Facili18

Note 4 - Senior Credit Facility, Subordinated Convertible Note, Net - CD Financial, LLC and Other Long Term Debt (Tables)	3 Months Ended
	Sep. 30, 2016
Notes Tables
Schedule of Debt [Table Text Block]	Principal Amount Interest Rate Maturity Date As of September 30, 2016 As of June 30, 2016 Revolving advances under Senior Credit Facility with PNC Bank, National Association $ 4,885 $ 4,210 3.50 % 2/19/2020 Installment Note with PNC Bank 2,908 3,259 4.00 % 2/19/2020 Line of Credit Note with PNC Equipment Finance 254 275 4.57 % 7/29/2019 Promissory Note with CD Financial, LLC 1,714 1,714 6.00 % 2/29/2020 Promissory Note with Vitamin Realty, LLC 686 686 4.00 % 2/29/2020 Capitalized lease obligations 267 306 4.00% - 11/20/2016 - 11.43 % 12/8/2020 Total outstanding debt 10,714 10,450 Less: Revolving Advances (4,885 ) (4,210 ) Current portion of long term debt (959 ) (934 ) Long term debt $ 4,870 $ 5,306 Convertible Note payable - CD Financial, LLC $ 5,350 $ 5,350 6.00 % 2/29/2020 Discount for embedded derivative (134 ) (144 ) Convertible Note payable, net - CD Financial, LLC $ 5,216 $ 5,206
Schedule of Derivative Liabilities at Fair Value [Table Text Block]	September 30, June 30, June 27, 2016 2016 2012 Risk Free Interest Rate 0.93% 0.81% 0.72% Volatility 98.30% 63.20% 144.10% Term 3 years 5 months 3 years 8 months 5 years Dividend Rate 0.00% 0.00% 0.00% Closing Price of Common Stock $ 0.15 $ 0.11 $ 0.09

Note 6 - Commitments and Cont19

Note 6 - Commitments and Contingencies (Tables)	3 Months Ended
	Sep. 30, 2016
Notes Tables
Schedule of Future Minimum Lease Payments for Capital Leases [Table Text Block]	Operating Related Party Year ending Lease Lease June 30, Commitment Commitment Total 2017, remaining $ 27 $ 422 $ 449 2018 24 563 587 2019 6 563 569 2020 1 563 564 2021 - 563 563 2022 - 563 563 Thereafter - 1,955 1,955 Total $ 58 $ 5,192 $ 5,250

Note 8 - Segment Information (T

Note 8 - Segment Information (Tables)	3 Months Ended
	Sep. 30, 2016
Notes Tables
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 2016 $ 9,321 $ 2,711 $ 12,032 $ 1,897 $ 71 $ 41 2015 6,930 1,815 8,745 1,041 59 54 Branded Proprietary Products 2016 30 95 125 34 - - 2015 147 172 319 128 - - Other Nutraceutical Businesses 2016 454 70 524 221 1 - 2015 376 5 381 146 - 1 Total Company 2016 9,805 2,876 12,681 2,152 72 41 2015 7,453 1,992 9,445 1,315 59 55
Reconciliation of Assets from Segment to Consolidated [Table Text Block]	Total Assets as of September 30, June 30, 2016 2016 Contract Manufacturing $ 12,330 $ 11,853 Branded Proprietary Products 651 676 Other Nutraceutical Businesses 1,666 1,556 Total Company $ 14,647 $ 14,085

Note 1 - Principles of Consol21

Note 1 - Principles of Consolidation and Basis of Presentation (Details Textual) - USD ($) $ / shares in Units, $ in Millions	3 Months Ended		98 Months Ended
	Sep. 30, 2016	Jun. 30, 2015	Sep. 30, 2016	Jun. 30, 2016	Mar. 31, 2016	Jun. 30, 2014	Jun. 30, 2013	Jun. 27, 2012
IBio Inc [Member]
Equity Method Investment, Ownership Percentage	6.00%		6.00%
Investment Owned, Balance, Shares	1,266,706		1,266,706
Asset Impairment Charges			$ 2.2
Investment Owned, at Fair Value	$ 0.7		$ 0.7
Consecutive Trading Days for Stock Price Threshold	15 days
Investment, Shares Sold		73,191
IBio Inc [Member] | Maximum [Member]
Share Price	$ 0.88	$ 0.88	$ 0.88		$ 0.88	$ 0.88	$ 0.88
Share Price	$ 0.15		$ 0.15	$ 0.11				$ 0.09

Note 1 - Principles of Consol22

Note 1 - Principles of Consolidation and Basis of Presentation - Antidilutive Securities Excluded from Computation of Earnings Per Share (Details) - shares	3 Months Ended
	Sep. 30, 2016	Sep. 30, 2015
Employee Stock Option [Member]
Anti-dilutive shares (in shares)	674,950	1,080,950
Warrant [Member]
Anti-dilutive shares (in shares)	8,230,769	8,230,769
Anti-dilutive shares (in shares)	8,905,719	9,311,719

Note 2 - Inventory - Inventory

Note 2 - Inventory - Inventory (Details) - USD ($) $ in Thousands	Sep. 30, 2016	Jun. 30, 2016
Raw materials	$ 4,702	$ 4,040
Work-in-process	1,901	2,212
Finished goods	1,477	1,504
Total	$ 8,080	$ 7,756

Note 3 - Property and Equipme24

Note 3 - Property and Equipment, Net (Details Textual) - USD ($) $ in Thousands	3 Months Ended
	Sep. 30, 2016	Sep. 30, 2015
Depreciation	$ 72	$ 59

Note 3 - Property and Equipme25

Note 3 - Property and Equipment, Net - Property and Equipment, Net (Details) - USD ($) $ in Thousands	Sep. 30, 2016	Jun. 30, 2016
Land and Building [Member]
Property and equipment, gross	$ 1,250	$ 1,250
Leasehold Improvements [Member]
Property and equipment, gross	1,217	1,210
Machinery and Equipment [Member]
Property and equipment, gross	5,560	5,536
Transportation Equipment [Member]
Property and equipment, gross	11	11
Property and equipment, gross	8,038	8,007
Less: Accumulated depreciation and amortization	(6,502)	(6,440)
Total	$ 1,536	$ 1,567

Note 4 - Senior Credit Facili26

Note 4 - Senior Credit Facility, Subordinated Convertible Note, Net - CD Financial, LLC and Other Long Term Debt (Details Textual) - USD ($) $ / shares in Units, $ in Thousands	May 27, 2016	Feb. 19, 2016	Jun. 27, 2012	Sep. 30, 2016	Sep. 30, 2015	Jun. 30, 2015	Jun. 30, 2016	Mar. 31, 2016	Jun. 30, 2014	Jun. 30, 2013	Feb. 21, 2008
Amended Loan Agreement [Member] | Revolving Credit Facility [Member] | Eurodollar [Member]
Debt Instrument, Basis Spread on Variable Rate		2.75%
Amended Loan Agreement [Member] | Revolving Credit Facility [Member]
Line of Credit Facility, Maximum Borrowing Capacity		$ 8,000
Amended Loan Agreement [Member]
Senior Notes		11,422
Loans Payable, Noncurrent		$ 3,422
Line of Credit Facility Covenant Prepayment Provisions Percentage of Excess Cash flow				25.00%
Term Loan [Member] | Eurodollar [Member]
Line of Credit Facility, Interest Rate at Period End				4.00%
Term Loan [Member] | Scenario Event of Default [Member]
Debt Instrument, Interest Rate, Increase (Decrease)				2.00%
Revolving Advances [Member]
Line of Credit Facility Covenant Maximum Aggregate Revolving Advance				$ 8,000
Line of Credit Facility Covenant Aggregate Revolving Advance Receivables Advance Rate				85.00%
Line of Credit Facility Covenant Aggregate Revolving Advance Inventory Advance Rate				75.00%
Promissory Note [Member] | CD Financial LLC [Member]
Debt Instrument, Face Amount			$ 1,714
E. Gerald Kay [Member] | Vitamin Realty LLC [Member]
Debt Instrument, Interest Rate, Stated Percentage				4.00%
Repayments of Related Party Debt	$ 27
Revolving Credit Facility [Member] | Eurodollar [Member]
Line of Credit Facility, Interest Rate at Period End		3.25%		3.50%			3.50%
IBio Inc [Member] | Maximum [Member]
Share Price				$ 0.88		$ 0.88		$ 0.88	$ 0.88	$ 0.88
IBio Inc [Member]
Investment, Shares Sold						73,191
Consecutive Trading Days for Stock Price Threshold				15 days
CD Financial LLC [Member] | Default Rate [Member]
Debt Instrument, Interest Rate, Stated Percentage			10.00%
CD Financial LLC [Member]
Debt Instrument, Interest Rate, Stated Percentage			6.00%								9.50%
Debt Instrument, Face Amount											$ 4,500
Convertible Notes Payable			$ 5,350
Debt Instrument, Convertible, Conversion Price			$ 0.65
Embedded Derivative, Fair Value of Embedded Derivative Liability				$ 444			$ 76
Vitamin Realty LLC [Member]
Debt Instrument, Face Amount			$ 686
E. Gerald Kay [Member]
Debt Instrument, Face Amount			$ 27
Debt Instrument, Periodic Payment				$ 41
Share Price			$ 0.09	$ 0.15			$ 0.11
Interest Paid			$ 333	$ 195	$ 173
Other Expenses			$ 217

Note 4 - Senior Credit Facili27

Note 4 - Senior Credit Facility, Subordinated Convertible Note, Net - CD Financial, LLC and Other Long Term Debt - Debt Outstanding (Details) - USD ($) $ in Thousands	3 Months Ended
	Sep. 30, 2016	Jun. 30, 2016
Revolving Advances [Member]
Line of Credit Facility	$ 4,885	$ 4,210
Interest rate	3.50%
Maturity Date	Feb. 19, 2020
Less: Revolving Advances	$ (4,885)	(4,210)
Installment Note with PNC Bank [Member]
Interest rate	4.00%
Maturity Date	Feb. 19, 2020
Notes Payable	$ 2,908	3,259
PNC Bank [Member]
Line of Credit Facility	$ 254	275
Interest rate	4.57%
Maturity Date	Jul. 29, 2019
Less: Revolving Advances	$ (254)	(275)
CD Financial LLC [Member]
Interest rate	6.00%
Maturity Date	Feb. 29, 2020
Notes Payable	$ 1,714	1,714
Vitamin Realty LLC [Member]
Interest rate	4.00%
Maturity Date	Feb. 29, 2020
Notes Payable	$ 686	686
Minimum [Member]
Interest rate	4.00%
Maturity Date	Nov. 20, 2016
Maximum [Member]
Interest rate	11.43%
Maturity Date	Dec. 8, 2020
Convertible Debt [Member]
Interest rate	6.00%
Maturity Date	Feb. 29, 2020
Notes Payable	$ 5,350	5,350
Line of Credit Facility	4,885	4,210
Capitalized lease obligations	$ 267	306
Interest rate
Total outstanding debt	$ 10,714	10,450
Less: Revolving Advances	(4,885)	(4,210)
Current portion of long term debt	(959)	(934)
Long term debt	4,870	5,306
Discount for embedded derivative	(134)	(144)
Convertible Note payable, net - CD Financial, LLC	$ 5,216	$ 5,206

Note 4 - Senior Credit Facili28

Note 4 - Senior Credit Facility, Subordinated Convertible Note, Net - CD Financial, LLC and Other Long Term Debt - Calculation of Fair Value of Derivative Liability (Details) - $ / shares	3 Months Ended	12 Months Ended
	Sep. 30, 2016	Jun. 30, 2016	Jun. 27, 2012
Derivative [Member]
Risk Free Interest Rate	0.93%	0.81%	0.72%
Volatility	98.30%	63.20%	144.10%
Term	41 months	44 months	60 months
Dividend Rate	0.00%	0.00%	0.00%
Closing Price of Common Stock (in dollars per share)	$ 0.15	$ 0.11	$ 0.09

Note 5 - Significant Risks an29

Note 5 - Significant Risks and Uncertainties (Details Textual)	3 Months Ended
	Sep. 30, 2016	Jun. 30, 2016	Sep. 30, 2015
Sales Revenue, Net [Member] | Customer Concentration Risk [Member] | Two Customers [Member]
Concentration Risk, Percentage	91.00%		87.00%
Sales Revenue, Net [Member] | Customer Concentration Risk [Member] | Major Customer 3 [Member] | Branded Proprietary Products [Member]
Concentration Risk, Percentage	67.00%		77.00%
Sales Revenue, Net [Member] | Customer Concentration Risk [Member] | Major Customer 2 [Member] | Contract Manufacturing [Member]
Concentration Risk, Percentage	48.00%		47.00%
Sales Revenue, Segment [Member] | Customer Concentration Risk [Member] | Major Customer 1 [Member] | Contract Manufacturing [Member]
Concentration Risk, Percentage	48.00%		47.00%
Accounts Receivable [Member] | Customer Concentration Risk [Member] | Two Customers [Member]
Concentration Risk, Percentage	87.00%	87.00%
Number of Employees, Geographic Area [Member] | Unionized Employees Concentration Risk [Member]
Concentration Risk, Percentage	66.00%

Note 6 - Commitments and Cont30

Note 6 - Commitments and Contingencies (Details Textual) $ in Thousands	3 Months Ended
	Sep. 30, 2016USD ($)	Sep. 30, 2015USD ($)	Jun. 30, 2016USD ($)	May 19, 2014ft²	May 15, 2012USD ($)	Jan. 05, 2012ft²	Jan. 04, 2012ft²
Manhattan Drug Company [Member]
Area of Real Estate Property | ft²						76,161	74,898
Payments for Rent	$ 533
AgroLabs [Member]
Area of Real Estate Property | ft²				2,700
Payments for Rent	27
Vitamin Realty LLC [Member]
Operating Leases, Rent Expense	197	$ 184
Accrued Rent	1,000		$ 1,100
Stock Purchase Agreement [Member]
Loss Contingency, Estimate of Possible Loss					$ 600
Environmental Issues [Member]
Loss Contingency, Estimate of Possible Loss					$ 300
Operating Leases, Rent Expense	$ 237	$ 225

Note 6 - Commitments and Cont31

Note 6 - Commitments and Contingencies - Minimum Rental Commitment for Long-term Non-cancelable Leases (Details) $ in Thousands	Sep. 30, 2016USD ($)
Operating Lease Commitment [Member]
2017, remaining	$ 27
2,018	24
2,019	6
2,020	1
2,021
2,022
Thereafter
Total	58
Related Party Lease Commitment [Member]
2017, remaining	422
2,018	563
2,019	563
2,020	563
2,021	563
2,022	563
Thereafter	1,955
Total	5,192
2017, remaining	449
2,018	587
2,019	569
2,020	564
2,021	563
2,022	563
Thereafter	1,955
Total	$ 5,250

Note 8 - Segment Information (D

Note 8 - Segment Information (Details Textual) $ in Thousands	3 Months Ended
	Sep. 30, 2016USD ($)	Sep. 30, 2015USD ($)
Europe and Canada [Member]
Revenues	$ 2,876	$ 1,992
Number of Reportable Segments	3

Note 8 - Segment Information -

Note 8 - Segment Information - Operations by Business Segment (Details) - USD ($) $ in Thousands	3 Months Ended
	Sep. 30, 2016	Sep. 30, 2015
UNITED STATES | Contract Manufacturing [Member]
Sales, net	$ 9,321	$ 6,930
UNITED STATES | Branded Proprietary Products [Member]
Sales, net	30	147
UNITED STATES | Other Nutraceutical Business [Member]
Sales, net	454	376
UNITED STATES
Sales, net	9,805	7,453
International Customers [Member] | Contract Manufacturing [Member]
Sales, net	2,711	1,815
International Customers [Member] | Branded Proprietary Products [Member]
Sales, net	95	172
International Customers [Member] | Other Nutraceutical Business [Member]
Sales, net	70	5
International Customers [Member]
Sales, net	2,876	1,992
Contract Manufacturing [Member]
Sales, net	12,032	8,745
Gross Profit	1,897	1,041
Depreciation	71	59
Capital Expenditures	41	54
Branded Proprietary Products [Member]
Sales, net	125	319
Gross Profit	34	128
Depreciation
Capital Expenditures
Other Nutraceutical Business [Member]
Sales, net	524	381
Gross Profit	221	146
Depreciation	1
Capital Expenditures		1
Sales, net	12,681	9,445
Gross Profit	2,152	1,315
Depreciation	72	59
Capital Expenditures	$ 41	$ 55

Note 8 - Segment Operations - T

Note 8 - Segment Operations - Total Assets (Details) - USD ($) $ in Thousands	Sep. 30, 2016	Jun. 30, 2016
Contract Manufacturing [Member]
Total Assets	$ 12,330	$ 11,853
Branded Proprietary Products [Member]
Total Assets	651	676
Other Nutraceutical Business [Member]
Total Assets	1,666	1,556
Total Assets	$ 14,647	$ 14,085