Delaware
|
22-2407475
|
(State or other jurisdiction of
|
(I.R.S. Employer
|
incorporation or organization)
|
Identification No.)
|
225 Long Ave., Hillside, New Jersey
|
07205
|
(Address of principal executive offices)
|
(Zip Code)
|
Yes ■
|
No □
|
Large accelerated filer □
|
Accelerated filer □
|
Non-accelerated filer □
|
Smaller reporting company ■
|
Yes □
|
No ■
|
Class
|
Outstanding at February 19, 2016
|
Common Stock, $0.002 par value
|
21,105,174 Shares
|
Page
|
||
Part I. Financial Information
|
||
Item 1.
|
Condensed Consolidated Statements of Operations for the Three and Six Months Ended December 31, 2015 and 2014 (unaudited)
|
2
|
Condensed Consolidated Balance Sheets as of December 31, 2015 and
June 30, 2015
(unaudited)
|
3
|
|
Condensed Consolidated Statements of Cash Flows for the Six Months Ended December 31, 2015 and 2014 (unaudited)
|
4
|
|
Notes to Condensed Consolidated Statements
|
5
|
|
Item 2.
|
Management's Discussion and Analysis of Financial Condition and Results of Operations
|
17
|
Item 3.
|
Quantitative and Qualitative Disclosures about Market Risk
|
25
|
Item 4.
|
Controls and Procedures
|
25
|
Part II. Other Information
|
||
Item 1.
|
Legal Proceedings
|
25
|
Item 1A.
|
Risk Factors
|
25
|
Item 2.
|
Unregistered Sales of Equity Securities and Use of Proceeds
|
25
|
Item 3.
|
Defaults Upon Senior Securities
|
25
|
Item 4.
|
Mine Safety Disclosure
|
25
|
Item 5.
|
Other Information
|
26
|
Item 6.
|
Exhibits
|
26
|
Other
|
||
Signatures
|
27
|
|
Three Months Ended
|
Six Months Ended
|
||||
December 31,
|
December 31,
|
||||
2015
|
2014
|
2015
|
2014
|
||
Anti-dilutive stock options
|
2,900,450
|
888,950
|
2,900,450
|
401,200
|
|
Anti-dilutive shares for
|
|||||
convertible notes payable
|
8,230,769
|
-
|
8,230,769
|
-
|
|
Anti-dilutive shares
|
11,131,219
|
888,950
|
11,131,219
|
401,200
|
December 31,
|
June 30,
|
|||
2015
|
2015
|
|||
Raw materials
|
$4,762
|
$2,371
|
||
Work-in-process
|
1,178
|
2,061
|
||
Finished goods
|
1,079
|
1,346
|
||
Total
|
$7,019
|
$5,778
|
December 31, 2015
|
June 30, 2015
|
||||||
Gross Carrying
|
Accumulated
|
Gross Carrying
|
Accumulated
|
||||
Amount
|
Amortization
|
Net
|
Amount
|
Amortization
|
Net
|
||
Trade names and patents
|
$1,525
|
$928
|
$597
|
$1,525
|
$891
|
$634
|
|
Unpatented technology
|
547
|
547
|
-
|
547
|
540
|
7
|
|
License agreement
|
347
|
256
|
91
|
347
|
245
|
102
|
|
Total
|
$2,419
|
$1,731
|
$688
|
$2,419
|
$1,676
|
$743
|
Year ending
|
Amortization
|
||
June 30,
|
Expense
|
||
Remaining in 2016
|
$49
|
||
2017
|
97
|
||
2018
|
97
|
||
2019
|
97
|
||
2020
|
93
|
||
2021
|
76
|
||
Thereafter
|
179
|
||
Total
|
$688
|
December 31,
|
June 30,
|
|||
2015
|
2015
|
|||
Land and building
|
$1,250
|
$1,250
|
||
Leasehold improvements
|
1,207
|
1,159
|
||
Machinery and equipment
|
5,402
|
5,362
|
||
Transportation equipment
|
11
|
16
|
||
7,870
|
7,787
|
|||
Less: Accumulated depreciation
|
||||
and amortization
|
(6,382)
|
(6,414)
|
||
Total
|
$1,488
|
$1,373
|
Principal Amount
|
Interest Rate
|
Maturity Date
|
|||||
As of December 31, 2015
|
As of June 30, 2015
|
||||||
Revolving advances under Senior Credit
|
|||||||
Facility with PNC Bank, National Association
|
$5,967
|
$4,462
|
3.50%
|
2/19/2020
|
|||
Installment Note with PNC Bank
|
1,535
|
1,802
|
4.00%
|
2/19/2020
|
|||
Line of Credit Note with
|
|||||||
PNC Equipment Finance
|
317
|
307
|
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 | 228 | 125 | 0.00% - 7.10% | 2/26/2016 - 12/8/2020 | |||
Promissory Note with E. Gerald Kay
|
27
|
27
|
4.00%
|
7/7/2017
|
|||
Total outstanding debt
|
10,474
|
9,123
|
|||||
Less: Revolving Advances
|
(5,967)
|
(4,462)
|
|||||
Current portion of long term debt
|
(713)
|
(719)
|
|||||
Long term debt
|
$3,794
|
$3,942
|
|||||
Convertible Note payable - CD Financial, LLC
|
$5,350
|
$5,350
|
6.00%
|
2/29/2020
|
|||
Discount for embedded derivative
|
(174)
|
(230)
|
|||||
Convertible Note payable, net - CD Financial, LLC
|
$5,176
|
$5,120
|
|||||
December 31,
|
June 30,
|
June 27,
|
||||
2015
|
2015
|
2012
|
||||
Risk Free Interest Rate
|
0.65%
|
0.64%
|
0.72%
|
|||
Volatility
|
70.60%
|
71.60%
|
144.10%
|
|||
Term
|
1.5 years
|
2 years
|
5 years
|
|||
Dividend Rate
|
0.00%
|
0.00%
|
0.00%
|
|||
Closing Price of
|
||||||
Common Stock
|
$0.10
|
$0.09
|
$0.09
|
Operating
|
Related Party
|
|||||
Year ending
|
Lease
|
Lease
|
||||
June 30,
|
Commitment
|
Commitment
|
Total
|
|||
2016, remaining
|
$26
|
$281
|
$307
|
|||
2017
|
33
|
563
|
596
|
|||
2018
|
24
|
563
|
587
|
|||
2019
|
6
|
563
|
569
|
|||
2020
|
1
|
563
|
564
|
|||
2021
|
-
|
563
|
563
|
|||
Thereafter
|
-
|
2,517
|
2,517
|
|||
Total
|
$90
|
$5,613
|
$5,703
|
Sales, Net
|
Segment
|
|||||||||||||||
U.S.
|
International
|
Gross
|
Capital
|
|||||||||||||
Customers
|
Customers
|
Total
|
Profit (loss)
|
Depreciation
|
Expenditures
|
|||||||||||
Contract Manufacturing
|
2015
|
$8,077
|
$1,814
|
$9,891
|
$842
|
$55
|
$176
|
|||||||||
2014
|
7,636
|
2,006
|
9,642
|
1,134
|
69
|
23
|
||||||||||
Branded Proprietary Products
|
2015
|
84
|
3
|
87
|
(19)
|
-
|
-
|
|||||||||
2014
|
69
|
76
|
145
|
(76)
|
-
|
-
|
||||||||||
Other Nutraceutical Businesses
|
2015
|
426
|
9
|
435
|
152
|
1
|
-
|
|||||||||
2014
|
473
|
30
|
503
|
198
|
1
|
-
|
||||||||||
Total Company
|
2015
|
8,587
|
1,826
|
10,413
|
975
|
56
|
176
|
|||||||||
2014
|
8,178
|
2,112
|
10,290
|
1,255
|
70
|
23
|
||||||||||
Sales, Net
|
Segment
|
|||||||||||||||
U.S.
|
International
|
Gross
|
Capital
|
|||||||||||||
Customers
|
Customers
|
Total
|
Profit (loss)
|
Depreciation
|
Expenditures
|
|||||||||||
Contract Manufacturing
|
2015
|
$15,007
|
$3,629
|
$18,636
|
$1,883
|
$114
|
$230
|
|||||||||
2014
|
13,379
|
4,071
|
17,450
|
2,285
|
129
|
374
|
||||||||||
Branded Proprietary Products
|
2015
|
232
|
175
|
407
|
109
|
-
|
-
|
|||||||||
2014
|
198
|
286
|
484
|
(70)
|
1
|
1
|
||||||||||
Other Nutraceutical Businesses
|
2015
|
802
|
14
|
816
|
298
|
1
|
1
|
|||||||||
2014
|
900
|
38
|
938
|
341
|
1
|
-
|
||||||||||
Total Company
|
2015
|
16,041
|
3,818
|
19,859
|
2,290
|
115
|
231
|
|||||||||
2014
|
14,477
|
4,395
|
18,872
|
2,556
|
131
|
375
|
||||||||||
Total Assets as of
|
||||
December 31,
|
June 30,
|
|||
2015
|
2015
|
|||
Contract Manufacturing
|
$11,087
|
$8,482
|
||
Branded Proprietary Products
|
1,325
|
1,324
|
||
Other Nutraceutical Businesses
|
1,808
|
1,817
|
||
Total Company
|
$14,220
|
$11,623
|
For the three months
|
For the six months
|
||||||
ended December 31,
|
ended December 31,
|
||||||
2015
|
2014
|
2015
|
2014
|
||||
Sales, net
|
100.0%
|
100.0%
|
100.0%
|
100.0%
|
|||
Costs and expenses:
|
|||||||
Cost of sales
|
90.6%
|
87.8%
|
88.5%
|
86.5%
|
|||
Selling and administrative
|
7.8%
|
8.3%
|
8.2%
|
9.1%
|
|||
98.4%
|
96.1%
|
96.7%
|
95.5%
|
||||
Income from operations
|
1.6%
|
3.9%
|
3.3%
|
4.5%
|
|||
Other income (expense), net
|
|||||||
Change in fair value of derivative liabilities
|
0.1%
|
4.3%
|
0.0%
|
3.5%
|
|||
Interest expense
|
(2.3%)
|
(2.4%)
|
(2.4%)
|
(2.6%)
|
|||
Other income, net
|
0.2%
|
0.2%
|
0.2%
|
0.1%
|
|||
Other income (expense), net
|
(2.0%)
|
2.1%
|
(2.2%)
|
1.0%
|
|||
(Loss) income before income taxes
|
(0.4%)
|
6.0%
|
1.1%
|
5.5%
|
|||
Federal and state income taxes, net
|
0.2%
|
0.7%
|
0.2%
|
0.5%
|
|||
Net (loss) income
|
(0.6%)
|
5.3%
|
0.9%
|
5.0%
|
Six months ended
|
Dollar
|
Percentage
|
|||||
December 31,
|
Change
|
Change
|
|||||
2015
|
2014
|
2015 vs 2014
|
2015 vs 2014
|
||||
(amounts in thousands)
|
|||||||
Contract Manufacturing:
|
|||||||
US Customers
|
$15,007
|
$13,379
|
$1,628
|
12.2%
|
|||
International Customers
|
3,629
|
4,071
|
(442)
|
(10.9%)
|
|||
Net sales, Contract Manufacturing
|
18,636
|
17,450
|
1,186
|
6.8%
|
|||
Branded Nutraceutical Products:
|
|||||||
US Customers
|
232
|
198
|
34
|
17.2%
|
|||
International Customers
|
175
|
286
|
(111)
|
(38.8%)
|
|||
Net sales, Branded Nutraceutical Products
|
407
|
484
|
(77)
|
(15.9%)
|
|||
Other Nutraceuticals:
|
|||||||
US Customers
|
802
|
900
|
(98)
|
(10.9%)
|
|||
International Customers
|
14
|
38
|
(24)
|
(63.2%)
|
|||
Net sales, Other Nutraceuticals
|
816
|
938
|
(122)
|
(13.0%)
|
|||
Total net sales
|
$19,859
|
$18,872
|
$987
|
5.2%
|
·
|
Net sales increase in our Contract Manufacturing Segment by $1.2 million primarily due to increased sales volumes to one of our major customers, Life Extensions, in the six months ended December 31, 2015, of approximately $4.3 million, offset in part by, a decrease in net sales volume to Herbalife of approximately $2.2 million compared to the comparable prior period.
|
·
|
Net sales in our Branded Nutraceutical Segment decreased by approximately $0.1 million in the six months ended December 31, 2015, primarily as the result of the decreased sales volume of $0.1 million to Costco. The decrease to Costco was primarily the result of a timing difference in shipping product for a promotion that shipped in December a year ago with no such promotion in the six months ended December 31, 2015. Other customer sales in this segment increased slightly due to the availability of product to sell that was not available in the prior period.
|
·
|
Net sales in our Other Nutraceutical segments decreased by $0.1 million primarily as a result of decreased sales volumes to customers of Chem.
|
Six months ended
|
|||
December 31,
|
|||
2015
|
2014
|
||
(dollars in thousands)
|
|||
Interest expense
|
$(480)
|
$(490)
|
|
Change in fair value of
|
|||
derivative instruments
|
3
|
661
|
|
Other, net
|
50
|
27
|
|
Other income (expense), net
|
$(427)
|
$198
|
Three months ended
|
Dollar
|
Percentage
|
|||||
December 31,
|
Change
|
Change
|
|||||
2015
|
2014
|
2015 vs 2014
|
2015 vs 2014
|
||||
(amounts in thousands)
|
|||||||
Contract Manufacturing:
|
|||||||
US Customers
|
$8,077
|
$7,636
|
$441
|
5.8%
|
|||
International Customers
|
1,814
|
2,006
|
(192)
|
(9.6%)
|
|||
Net sales, Contract Manufacturing
|
9,891
|
9,642
|
249
|
2.6%
|
|||
Branded Nutraceutical Products:
|
|||||||
US Customers
|
84
|
69
|
15
|
21.7%
|
|||
International Customers
|
3
|
76
|
(73)
|
(96.1%)
|
|||
Net sales, Branded Nutraceutical Products
|
87
|
145
|
(58)
|
(40.0%)
|
|||
Other Nutraceuticals:
|
|||||||
US Customers
|
426
|
473
|
(47)
|
(9.9%)
|
|||
International Customers
|
9
|
30
|
(21)
|
(70.0%)
|
|||
Net sales, Other Nutraceuticals
|
435
|
503
|
(68)
|
(13.5%)
|
|||
Total net sales
|
$10,413
|
$10,290
|
$123
|
1.2%
|
Three months ended
|
|||
December 31,
|
|||
2015
|
2014
|
||
(dollars in thousands)
|
|||
Interest expense
|
$(243)
|
$(250)
|
|
Change in fair value of
|
|||
derivative instruments
|
6
|
447
|
|
Other, net
|
26
|
18
|
|
Other income (expense), net
|
$(211)
|
$215
|
For the six months ended
|
|||
December 31,
|
|||
2015
|
2014
|
||
(dollars in thousands)
|
|||
Net cash used in operating activities
|
$(1,156)
|
$(1,470)
|
|
Net cash used in investing activities
|
$(38)
|
$(188)
|
|
Net cash provided by financing activities
|
$1,183
|
$1,255
|
|
Cash at end of period
|
$60
|
$48
|
10.1
|
First Amendment to Revolving Credit, Tem Loan and Security Agreement dated as of February 19, 2016 by and among Integrated BioPharma, Inc., InB: Manhattan Drug Company, Inc., AgroLabs, Inc., IHT Health Products, Inc., IHT Properties, Inc. and Vitamin Factory, Inc. and PNC Bank, National Association.
|
10.2
|
Amended and Restated Term Note dated as of February 19, 2016 by and among Integrated BioPharma, Inc., InB: Manhattan Drug Company, Inc., AgroLabs, Inc., IHT Health Products, Inc., IHT Properties, Inc. and Vitamin Factory, Inc. and PNC Bank, National Association in the original principal amount of $3,422,160.00.
|
10.3
|
First Amendment to Amended Restated Promissory Note dated as of February 19, 2016 by and among Integrated BioPharma, Inc. and InB: Manhattan Drug Company, Inc. and Vitamin Realty Associates, LLC in the original principal amount of $685,985.61.
|
10.4
|
First Amendment to Notes dated as of February 19, 2016 by and Integrated BioPharma, Inc., InB: Manhattan Drug Company, Inc., AgroLabs, Inc., IHT Health Products, Inc., IHT Properties, Inc. and Vitamin Factory, Inc. and CD Financial, LLC in the original principal amounts of $1,714,000.00 and $5,350,000.00.
|
31.1
|
Certification of pursuant to Section 302 of Section 302 of the Sarbanes-Oxley Act of 2002 by Chief Executive Officer.
|
31.2
|
Certification of pursuant to Section 302 of Section 302 of the Sarbanes-Oxley Act of 2002 by Chief Financial Officer.
|
32.1
|
Certification of periodic financial report pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 by Chief Executive Officer.
|
32.2
|
Certification of periodic financial report pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 by Chief Financial Officer.
|
101
|
The following financial information from Integrated BioPharma, Inc.'s Quarterly Report on Form 10-Q for the quarter ended December 31, 2015, formatted in XBRL (eXtensible Business Reporting Language): (i) Condensed Consolidated Statements of Operations for the three and six months ended December 31, 2015 and 2014, (ii) Condensed Consolidated Balance Sheets as of December 31, 2015 and June 30, 2015, (iii) Condensed Consolidated Statements of Cash Flows for the six months ended December 31, 2015 and 2014, and (iv) the Notes to Condensed Consolidated Statements.
|
Date: February 19, 2016
|
By:
/s/ E Gerald Kay
|
E. Gerald Kay,
|
|
President and Chief Executive Officer
|
Date: February 19, 2016
|
By:
/s/ Dina L. Masi
|
Dina L. Masi,
|
|
Chief Financial Officer & Senior Vice President
|
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. | The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting.
|
5. | The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): |
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
Date: February 19, 2016
|
By:
/s/ E Gerald Kay
|
Name: E. Gerald Kay,
|
|
Title: President and Chief Executive Officer
|
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. | The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting.
|
5. | The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): |
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
Date: February 19, 2016
|
By:
/s/ Dina L. Masi
|
Name: Dina L. Masi,
|
|
Title: Chief Financial Officer & Senior Vice President
|
(1)
|
the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and
|
(2)
|
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
Date: February 19, 2016
|
By:
/s/ E Gerald Kay
|
Name: E. Gerald Kay,
|
|
Title: President and Chief Executive Officer
|
(1)
|
the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and
|
(2)
|
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
Date: February 19, 2016
|
By:
/s/ Dina L. Masi
|
Name: Dina L. Masi,
|
|
Title: Chief Financial Officer & Senior Vice President
|
1)
|
ACKNOWLEDGMENT OF BALANCE.
Borrowers acknowledge that the most recent statement of account sent to Borrowers with respect to the Obligations is correct.
|
2)
|
MODIFICATIONS.
The Loan Agreement be and hereby is modified as follows:
|
(a)
|
The following definition is hereby added to Section 1.2 of the Loan Agreement to read as follows:
|
(b)
|
The following definitions contained in Section 1.2 of the Loan Agreement are hereby deleted and are replaced to read as follows:
|
(c)
|
Subsection 2.1 is hereby deleted from the Loan Agreement and replaced to read as follows:
|
(d)
|
Subsection 2.4 is hereby deleted from the Loan Agreement and replaced to read as follows:
|
(e)
|
Subsection 2.21(b) is hereby deleted from the Loan Agreement and replaced to read as follows:
|
(f)
|
A new Subsection 2.22(c) is hereby added to the Loan Agreement to read as follows:
|
(g)
|
Subsection 6.9 is hereby deleted from the Loan Agreement.
|
(h)
|
Subsection 7.23 is hereby deleted from the Loan Agreement and replaced to read as follows:
|
(i)
|
A new Subsection 7.25 is hereby added to the Loan Agreement to read as follows:
|
(j)
|
Subsection 13.1 is hereby deleted from the Loan Agreement and replaced to read as follows:
|
3)
|
WAIVER OF DEFAULT
. The Agent, on behalf of the Lenders, hereby waives Borrowers' failure to comply with Section 6.5(a) of the Loan Agreement (the "Fixed Charge Coverage Ratio") for the period ended December 31, 2015. Such waiver does not extend to any other Default or Event of Default which might exist now or in the future.
|
4)
|
ACKNOWLEDGMENTS.
Borrowers acknowledge and represent that:
|
(A)
|
the Loan Agreement and Other Documents, each as amended hereby, are in full force and effect without any defense, claim, counterclaim, right or claim of set-off;
|
(B)
|
to the best of their knowledge, no default by the Agent or Lenders in the performance of their duties under the Loan Agreement or the Other Documents has occurred;
|
(C)
|
all representations and warranties of the Borrowers contained herein, in the Loan Agreement and in the Other Documents are true and correct in all material respects as of this date, except for any representation or warranty that specifically refers to an earlier date;
|
(D)
|
Borrowers have taken all necessary action to authorize the execution and delivery of this Agreement; and
|
(E)
|
this Agreement is a modification of an existing obligation and is not a novation.
|
5)
|
PRECONDITIONS
. As preconditions to the effectiveness of any of the modifications, consents, or waivers contained herein, the Borrowers agree to:
|
(A)
|
provide the Agent with this Agreement and the Amended and Restated Term Note each properly executed;
|
(B)
|
provide the Agent with secretary's certificates and resolutions of the Borrowers, in form and substance acceptable to the Agent;
|
(C)
|
provide the Agent with amendments to each of the following: (i) the Subordinated Securities Note; (ii) the Subordinated Liquidity Note; and (iii) the Vitamin Note; which amendments shall extend the maturity date of each such note to February 29, 2020.
|
(D)
|
provide the Agent with all information and documentation required by the Agent;
|
(E)
|
pay to the Agent an Amendment Fee in the amount of $50,000.00;
|
(F)
|
pay all reasonable legal fees incurred by the Agent in entering into this Agreement to Wilentz, Goldman & Spitzer; and
|
(G)
|
pay all other costs and expenses incurred by the Lenders in entering into this Agreement.
|
6)
|
MISCELLANEOUS.
This Agreement shall be construed in accordance with and governed by the laws of the State of New York, without reference to that state's conflicts of law principles. This Agreement, the Loan Agreement and the Other Documents constitute the sole agreement of the parties with respect to the subject matter thereof and supersede all oral negotiations and prior writings with respect to the subject matter thereof. No amendment of this Agreement, and no waiver of any one or more of the provisions hereof shall be effective unless set forth in writing and signed by the parties hereto. The illegality, unenforceability or inconsistency of any provision of this Agreement shall not in any way affect or impair the legality, enforceability or consistency of the remaining provisions of this Agreement, the Loan Agreement or the Other Documents. This Agreement, the Loan Agreement and the Other Documents are intended to be consistent. However, in the event of any inconsistencies among this Agreement, the Loan Agreement and/or any of the Other Documents, the terms of this Agreement, then the Loan Agreement, shall control. This Agreement may be executed in any number of counterparts and by the different parties on separate counterparts. Each such counterpart shall be deemed an original, but all such counterparts shall together constitute one and the same agreement.
|
7)
|
DEFINITIONS.
The terms used herein and not otherwise defined or modified herein shall have the meanings ascribed to them in the Loan Agreement. The terms used herein and not otherwise defined or modified herein or defined in the Loan Agreement shall have the meanings ascribed to them by the Uniform Commercial Code as enacted in State of New York.
|
ATTEST:
|
INTEGRATED BIOPHARMA, INC. |
|
|
By: /s/ Dina L. Masi |
By:
/s/ E. Gerald Kay
|
Name: DINA L. MASI
|
Name: E. GERALD KAY |
Title: Secretary | Title: President and Chief Executive Officer |
ATTEST:
|
InB:MANHATTAN DRUG COMPANY, INC. |
|
|
By: /s/ Dina L. Masi |
By:
/s/ Riva Sheppard
|
Name: DINA L. MASI
|
Name: RIVA SHEPPARD |
Title: Secretary | Title: President and Chief Executive Officer |
ATTEST:
|
AGROLABS, INC. |
|
|
By: /s/ Dina L. Masi |
By:
/s/ Christina Kay
|
Name: DINA L. MASI
|
Name: CHRISTINA KAY |
Title: Secretary | Title: President and Chief Executive Officer |
ATTEST:
|
IHT HEALTH PRODUCTS, INC. |
|
|
By: /s/ Dina L. Masi |
By:
/s/ Christina Kay
|
Name: DINA L. MASI
|
Name: CHRISTINA KAY |
Title: Secretary | Title: President and Chief Executive Officer |
ATTEST:
|
IHT PROPERTIES CORP. |
|
|
By: /s/ Dina L. Masi |
By:
/s/ Riva Sheppard
|
Name: DINA L. MASI
|
Name: RIVA SHEPPARD |
Title: Secretary | Title: President and Chief Executive Officer |
ATTEST:
|
VITAMIN FACTORY, INC.
(also known as The Vitamin Factory)
|
|
|
By: /s/ Dina L. Masi |
By:
/s/ E. Gerald Kay
|
Name: DINA L. MASI
|
Name: E. GERALD KAY |
Title: Secretary | Title: President and Chief Executive Officer |
PNC BANK, NATIONAL ASSOCIATION, | |
|
as Lender and as Agent
|
By:
/s/ Joanne Fu
|
|
Name: JOANNE FU | |
Title: Assistant Vice President | |
340 Madison Avenue | |
New York, New York 10173 |
$3,422,160
|
February __, 2016
|
ATTEST:
|
INTEGRATED BIOPHARMA, INC. |
|
|
By: /s/ Dina L. Masi |
By:
/s/ E. Gerald Kay
|
Name: DINA L. MASI
|
Name: E. GERALD KAY |
Title: Secretary | Title: President and Chief Executive Officer |
ATTEST:
|
InB:MANHATTAN DRUG COMPANY, INC. |
|
|
By: /s/ Dina L. Masi |
By:
/s/ Riva Sheppard
|
Name: DINA L. MASI
|
Name: RIVA SHEPPARD |
Title: Secretary | Title: President and Chief Executive Officer |
ATTEST:
|
AGROLABS, INC. |
|
|
By: /s/ Dina L. Masi |
By:
/s/ Christina Kay
|
Name: DINA L. MASI
|
Name: CHRISTINA KAY |
Title: Secretary | Title: President and Chief Executive Officer |
ATTEST:
|
IHT HEALTH PRODUCTS, INC. |
|
|
By: /s/ Dina L. Masi |
By:
/s/ Christina Kay
|
Name: DINA L. MASI
|
Name: CHRISTINA KAY |
Title: Secretary | Title: President and Chief Executive Officer |
ATTEST: | VITAMIN FACTORY, INC. |
|
|
By: /s/ Dina L. Masi |
By:
/s/ E. Gerald Kay
|
Name: DINA L. MASI
|
Name: E. GERALD KAY |
Title: Secretary | Title: President and Chief Executive Officer |
ATTEST:
|
IHT PROPERTIES CORP. |
|
|
By: /s/ Dina L. Masi |
By:
/s/ Riva Sheppard
|
Name: DINA L. MASI
|
Name: RIVA SHEPPARD |
Title: Secretary | Title: President and Chief Executive Officer |
INTEGRATED BIOPHARMA, INC.
|
|
By:
/s/ Dina Masi
|
|
Name: Dina Masi
|
|
Title: CFO
|
|
INB:MANHATTAN DRUG COMPANY, INC.
|
|
By:
/s/ Riva Sheppard
|
|
Name: Riva Sheppard
|
|
Title: President
|
VITAMIN REALTY ASSOCIATES, LLC
|
|
By:
/s/ E. Gerald Kay
|
|
Name: E. Gerald Kay
|
|
Title: Partner
|
|
INTEGRATED BIOPHARMA , INC. | |
|
|
By:
/s/ Dina L. Masi
|
|
Name: Dina L. Masi | |
Title: CFO |
AGROLABS, INC. | |
|
|
By:
/s/ Christina Kay
|
|
Name: Christina Kay | |
Title: President |
IHT HEALTH PRODUCTS, INC. | |
|
|
By:
/s/ Christina Kay
|
|
Name: Christina Kay
|
|
Title: President and CEO |
IHT PROPERTIES CORP. | |
|
|
By:
/s/Riva Sheppard
|
|
Name: Riva Sheppard
|
|
Title: President and CEO |
INB:MANHATTAN DRUG COMPANY, INC. | |
|
|
By:
/s/Riva Sheppard
|
|
Name: Riva Sheppard
|
|
Title: President and CEO |
VITAMIN FACTORY, INC. | |
|
|
By:
/s/ E. Gerald Kay
|
|
Name: E. Gerald Kay
|
|
Title: President and CEO |
CD FINANCIAL, LLC | |
|
|
By:
/s/ William B. Milmoe
|
|
Name: William B. Milmoe
|
|
Title: Manager |