10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington D.C. 20549

____________

FORM 10-Q

☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended September 30, 2021

OR

☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from                     to

Commission File Number 001-31668

INTEGRATED BIOPHARMA, INC.

(Exact name of registrant, as specified in its charter)

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)

(888) 319-6962

(Registrant’s telephone number, including Area Code)

Not Applicable

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Exchange Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
None	None	None

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐  Accelerated filer ☐ Non-accelerated filer  ☑ Emerging growth company ☐   Smaller reporting company ☑

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ☐   No  ☒

As of November 10, 2021, there were 29,821,944 shares of common stock, $0.002 par value per share, of the registrant outstanding.

INTEGRATED BIOPHARMA, INC. AND SUBSIDIARIES

FORM 10-Q QUARTERLY REPORT

For the Three Months Ended September 30, 2021

INDEX

		Page
	Part I. Financial Information
Item 1.	Condensed Consolidated Statements of Income for the Three Months Ended September 30, 2021 and 2020 (unaudited)	2
	Condensed Consolidated Balance Sheets as of September 30, 2021 and June 30, 2021 (unaudited)	3
	Condensed Consolidated Statement of Stockholders’ Equity for the Three Months Ended September 30, 2021 and 2020 (unaudited)	4
	Condensed Consolidated Statements of Cash Flows for the Three Months Ended September 30, 2021 and 2020 (unaudited)	5
	Notes to the Condensed Consolidated Financial Statements (unaudited)	6
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	16
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	22
Item 4.	Controls and Procedures	22
	Part II. Other Information
Item 1.	Legal Proceedings	22
Item 1A.	Risk Factors	22
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	23
Item 3.	Defaults Upon Senior Securities	23
Item 4.	Mine Safety Disclosure	23
Item 5.	Other Information	23
Item 6.	Exhibits	23
	Other
Signatures		24

Cautionary Statement Regarding Forward-Looking Statements

Certain statements in this Quarterly Report on Form 10-Q may constitute “forward-looking” statements as defined in Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), Section 21E of the Securities Exchange Act of 1934, (the “Exchange Act”), the Private Securities Litigation Reform Act of 1995 (the “PSLRA”) or in releases made by the Securities and Exchange Commission (“SEC”), all as may be amended from time to time. Such forward-looking statements involve known and unknown risks, uncertainties and other important factors that could cause the actual results, performance or achievements of Integrated BioPharma, Inc. and its subsidiaries (collectively, the “Company”) or industry results, to differ materially from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors include, among others, changes in general economic and business conditions; loss of market share through competition; introduction of competing products by other companies; the timing of regulatory approval and the introduction of new products by the Company; changes in industry capacity; pressure on prices from competition or from purchasers of the Company's products; regulatory changes in the pharmaceutical manufacturing industry and nutraceutical industry; regulatory obstacles to the introduction of new technologies or products that are important to the Company; availability of qualified personnel; the loss of any significant customers or suppliers; the impact of the COVID-19 pandemic; and other factors both referenced and not referenced in the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2021 (“Form 10-K”), as filed with the SEC. Statements that are not historical fact are forward-looking statements. Forward-looking statements can be identified by, among other things, the use of forward-looking language, such as the words, “plan”, “believe”, “expect”, “anticipate”, “intend”, “estimate”, “project”, “may”, “will”, “would”, “could”, “should”, “seeks”, or “scheduled to”, or other similar words, or the negative of these terms or other variations of these terms or comparable language, or by discussion of strategy or intentions. These cautionary statements are being made pursuant to the Securities Act, the Exchange Act and the PSLRA with the intention of obtaining the benefits of the “safe harbor” provisions of such laws. The Company cautions investors that any forward-looking statements made by the Company are not guarantees or indicative of future performance. Important assumptions and other important factors that could cause actual results to differ materially from those forward-looking statements with respect to the Company, include, but are not limited to, the risks and uncertainties affecting their businesses described in Item 1A of the Company’s Form 10-K and in other filings by the Company with the SEC. Although the Company believes that its plans, intentions and expectations reflected in or suggested by such forward-looking statements are reasonable, actual results could differ materially from a projection or assumption in any of its forward-looking statements. The Company’s future financial condition and results of operations, as well as any forward-looking statements, are subject to change and inherent risks and uncertainties. The forward-looking statements contained in this Quarterly Report on Form 10-Q are made only as of the date hereof and the Company does not have or undertake any obligation to update or revise any forward-looking statements whether as a result of new information, subsequent events or otherwise, unless otherwise required by law.

-1-

ITEM 1. FINANCIAL STATEMENTS

INTEGRATED BIOPHARMA, INC. AND ITS SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(in thousands, except share and per share amounts)

(Unaudited)

	Three months ended
	September 30,
	2021			2020
Sales, net	$	12,751		$	15,172
Cost of sales		11,327			12,799
Gross profit		1,424			2,373
Selling and administrative expenses		839			864
Operating income		585			1,509
Other income (expense), net:
Interest expense		(32	)		(76	)
Realized gain on sale of investment in iBio Stock		-			56
Unrealized loss on investment in iBio Stock		(20	)		(29	)
Other income, net		6			8
Total other expense, net		(46	)		(41	)
Income before income taxes		539			1,468
Income tax expense, net		23			427
Net income	$	516		$	1,041
Basic net income per common share	$	0.02		$	0.04
Diluted net income per common share	$	0.02		$	0.03
Weighted average common shares outstanding - basic		29,817,919			29,645,943
Add: Equivalent shares outstanding - Stock Options		2,781,977			2,147,133
Weighted average common shares outstanding - diluted		32,599,896			31,793,076

See accompanying notes to condensed consolidated financial statements.

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INTEGRATED BIOPHARMA, INC. AND ITS SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except share and per share amounts)

(Unaudited)

	September 30,			June 30,
	2021			2021
Assets
Current Assets:
Cash	$	57		$	210
Accounts receivable, net		3,801			5,776
Inventories		12,622			11,695
Other current assets		504			317
Total current assets		16,984			17,998
Property and equipment, net		1,743			1,742
Operating lease right-of-use assets (includes $2,203 and $2,322 with a related party)		2,239			2,365
Deferred tax assets, net		3,306			3,268
Security deposits and other assets		64			67
Total Assets	$	24,336		$	25,440
Liabilities and Stockholders' Equity:
Current Liabilities:
Advances under revolving credit facility	$	1,373		$	2,173
Accounts payable (includes $75 and $65 due to related party)		4,221			3,496
Accrued expenses and other current liabilities		1,472			1,610
Current portion of long term debt, net		136			1,457
Current portion of operating lease liabilities (includes $489 and $485 with a related party)		499			500
Total current liabilities		7,701			9,236
Operating lease liabilities (includes $1,718 and $1,842 with a related party)		1,744			1,870
Total liabilities		9,445			11,106
Commitments and Contingencies
Stockholders' Equity :
Common Stock, $0.002 par value; 50,000,000 shares authorized; 29,855,177 and 29,838,177 shares issued and 29,820,277 and 29,803,277 and shares outstanding, respectively		60			60
Additional paid-in capital		50,557			50,516
Accumulated deficit		(35,627	)		(36,143	)
Less: Treasury stock, at cost, 34,900 shares		(99	)		(99	)
Total Stockholders' Equity		14,891			14,334
Total Liabilities and Stockholders' Equity	$	24,336		$	25,440

See accompanying notes to condensed consolidated financial statements.

-3-

INTEGRATED BIOPHARMA, INC. AND ITS SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

FOR THE THREE MONTH PERIODS ENDED SEPTEMBER 30, 2021 AND 2020

(in thousands, except share and per share amounts)

(Unaudited)

FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2021:
															Total
	Common Stock				Additional		Accumulated			Treasury Stock					Stockholders'
	Shares		Par Value		Paid-in-Capital		Deficit			Shares		Cost			Equity
Balance, July 1, 2021		29,838,177	$	60	$	50,516	$	(36,143	)		34,900	$	(99	)	$	14,334
Stock compensation expense for employee stock options		-		-		37		-			-		-			37
Shares issued upon exercise of stock options		17,000		-		4										4
Net income		-		-		-		516			-		-			516
Balance, September 30, 2021		29,855,177	$	60	$	50,557	$	(35,627	)		34,900	$	(99	)	$	14,891

FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2020:
	Common Stock				Additional		Accumulated			Treasury Stock					Total Stockholders'
	Shares		Par Value		Paid-in-Capital		Deficit			Shares		Cost			Equity
Balance, July 1, 2020		29,680,843	$	59	$	50,263	$	(44,156	)		34,900	$	(99	)	$	6,067
Stock compensation expense for employee stock options		-		-		8		-			-		-			8
Net income		-		-		-		1,041			-		-			1,041
Balance, September 30, 2020		29,680,843	$	59	$	50,271	$	(43,115	)		34,900	$	(99	)	$	7,116

See accompanying notes to condensed consolidated financial statements.

-4-

INTEGRATED BIOPHARMA, INC. AND ITS SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands, except share and per share amounts)

(Unaudited)

	Three months ended
	September 30,
	2021			2020
Cash flows provided by operating activities:
Net income	$	516		$	1,041
Adjustments to reconcile net income to net cash from operating activities:
Depreciation and amortization		85			83
Amortization of operating lease right-of-use assets		126			120
Stock based compensation		37			8
Change in deferred tax assets		(38	)		277
Realized gain on sale of investment in iBio Stock		-			(56	)
Unrealized loss on investment in iBio Stock		20			29
Other, Net		2			5
Changes in operating assets and liabilities:
Decrease (increase) in:
Accounts receivable, net		1,975			652
Inventories		(927	)		(2,655	)
Other current assets		(202	)		(185	)
Security deposits and other assets		-			(26	)
(Decrease) increase in:
Accounts payable		771			2,696
Accrued expenses and other liabilities		(138	)		49
Operating lease obligations		(126	)		(120	)
Net cash provided by operating activities		2,101			1,918
Cash flows from investing activities:
Purchase of property and equipment		(131	)		(53	)
Proceeds from sale of iBio Stock		-			96
Net cash (used in) provided by investing activities		(131	)		43
Cash flows from financing activities:
Advances under revolving credit facility		14,029			13,921
Proceeds from exercise of stock options		4			-
Repayments of advances under revolving credit facility		(14,830	)		(15,144	)
Repayments under term note payables		(1,326	)		(734	)
Repayments under finance lease obligations		-			(37	)
Net cash used in financing activities		(2,123	)		(1,994	)
Net decrease in cash		(153	)		(33	)
Cash at beginning of period		210			402
Cash at end of period	$	57		$	369
Supplemental disclosures of cash flow information:
Interest paid	$	30		$	57
Income taxes paid	$	-		$	-
Supplemental disclosures of non-cash flow transactions:
Amount owed on purchase of property and equipment	$	45		$	20

See accompanying notes to condensed consolidated financial statements.

-5-

INTEGRATED BIOPHARMA, INC. AND ITS SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share amounts)

(Unaudited)

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 8-03 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 (“GAAP”). 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, 2021 (“Form 10-K”), as filed with the SEC. The June 30, 2021 balance sheet was derived from audited financial statements, but does not include all disclosures required by GAAP. The preparation of the unaudited condensed financial statements in conformity with these accounting principles requires management to make estimates and assumptions that affect the amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the period. Ultimate results could differ from the estimates of management. The results of operations for the three months ended September 30, 2021 are not necessarily indicative of the results for the full fiscal year ending June 30, 2022 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 Manhattan Drug Company, Inc. (“MDC”), which manufactures vitamins and nutritional supplements for sale to distributors, multilevel marketers and specialized health-care providers and (b) Other Nutraceutical Businesses which includes the operations of (i) AgroLabs, Inc. (“AgroLabs”), which distributes healthful nutritional products for sale through major mass market, grocery and drug and vitamin retailers, under the following brands: Peaceful Sleep, Wheatgrass and other products which are being introduced into the market (these are referred to as our branded products), (ii) The Vitamin Factory (the “Vitamin Factory”), which sells private label MDC products, as well as our AgroLabs products, through the Internet, (iii) IHT Health Products, Inc. (“IHT”) a distributor of fine natural botanicals, including multi minerals produced under a license agreement, (iv) MDC Warehousing and Distribution, Inc., a service provider for warehousing and fulfillment services and (v) Chem International, Inc. (“Chem”), a distributor of certain raw materials for DSM Nutritional Products LLC.

Accounting Policies

Accounting Pronouncements Recently Adopted

On August 28, 2018, the Financial Accounting Standards Board (“FASB”) issued ASU 2018-13, Fair Value Measurement: Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement (Topic 820), which changes the fair value measurement disclosure requirements of ASC 820.

- 6-

INTEGRATED BIOPHARMA, INC. AND ITS SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share amounts)

(Unaudited)

This ASU removes certain disclosure requirements regarding the amounts and reasons for transfers between Level 1 and Level 2 of the fair value hierarchy and the policy for timing of transfers between the levels. This ASU also adds disclosure requirements regarding unrealized gains and losses included in Other Comprehensive Income for recurring Level 3 fair value measurements and the range and weighted average of unobservable inputs used in Level 3 fair value measurements. ASU 2018-13 is effective for the fiscal year beginning July 1, 2021, including interim periods therein. Early adoption is permitted for any eliminated or modified disclosures upon issuance of ASU 2018-13. This new guidance did not have a material impact on the Company’s Condensed Consolidated Financial Statements.

Aside from the adoption of ASUs, as described above, there have been no material changes during fiscal year 2021 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, 2021.

Significant Accounting Policies

Revenue Recognition. The Company recognizes product sales revenue, the prices of which are fixed and determinable, when title and risk of loss have transferred to the customer, when estimated provisions for product returns, rebates, charge-backs and other sales allowances are reasonably determinable, and when collectability is reasonably assured. Accruals for these items are presented in the consolidated financial statements as reductions to sales. The Company’s net sales represent gross sales invoiced to customers, less certain related charges for discounts, returns, rebates, charge-backs and other allowances. Cost of sales includes the cost of raw materials and all labor and overhead associated with the manufacturing and packaging of the products. Gross margins are affected by, among other things, changes in the relative sales mix among our products and valuation and/or charge off of slow moving, expired or obsolete inventories. To perform revenue recognition for arrangements within the scope of ASC 606, the Company performs the following five steps:

● identification of the promised goods or services in the contract;

● determination of whether the promised goods or serves are performance obligations including whether they are distinct in the context of the contract;

● measurement of the transaction price, including the constraint on variable consideration;

● allocation of the transaction price to the performance obligations based on estimated selling prices; and

● recognition of revenue when (or as) the Company satisfies each performance obligation. A performance obligation is a promise to transfer a distinct good or service to the customer and is the unit of account in ASC 606.

Income Taxes. The Company accounts for income taxes using the asset and liability method. Accordingly, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in the tax rate is recognized in income or expense in the period that the change is effective. Tax benefits are recognized when it is probable that the deduction will be sustained. A valuation allowance is established when it is more likely than not that all or a portion of a deferred tax asset will not be realized. For the three months ended September 30, 2021 and 2020, we had a net federal income tax benefit of $38 and a deferred income tax expense of $273, respectively and state income tax expense, net of approximately $61 and $154, in the three months ended September 30, 2021 and 2020, respectively.  The net federal income tax benefit of $38 in the three months ended September 30, 2021, includes the release of $128 of the allowance on deferred tax assets.

- 7-

INTEGRATED BIOPHARMA, INC. AND ITS SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share amounts)

(Unaudited)

Leases. We determine if an arrangement is a lease at inception. Operating leases are included in operating lease right-of-use (“ROU”) assets, other current liabilities, and operating lease liabilities on our consolidated balance sheets. Finance leases are included in property and equipment, current portion of long term debt, and long-term debt obligation on our consolidated statement of financial condition.  

Operating lease ROU assets and operating lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date. As most of our leases do not provide an implicit rate, we use our incremental borrowing rate based on the information available at commencement date in determining the present value of future payments. The operating lease ROU asset also includes any lease payments made and excludes lease incentives and initial direct costs incurred. Our lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term.

We have lease agreements with lease and non-lease components, which are generally accounted for separately. For certain equipment leases, such as vehicles, we account for the lease and non-lease components as a single lease component.

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, subject to anti-dilution limitations using the treasury stock method.

In each of the three months ended September 30, 2021 and 2020, there were no stock options that were not included in the computation of weighted average diluted common shares outstanding.

On November 3, 2021, there were 564,700 stock options authorized by the Board of Directors and to be issued to Company officers, employees and directors with an exercise price to be determined five trading dates after the filing of this Quarterly Report on Form-Q, vesting over one or three years, with terms of either five or ten years.

Note 2. Inventories

Inventories are stated at the lower of cost or net realizable value using the first-in, first-out method and consist of the following:

	September 30,		June 30,
	2021		2021
Raw materials	$	10,236	$	7,941
Work-in-process		1,344		2,942
Finished goods		1,042		812
Total	$	12,622	$	11,695

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INTEGRATED BIOPHARMA, INC. AND ITS SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share amounts)

(Unaudited)

Note 3. Property and Equipment, net

Property and equipment, net consists of the following:

	September 30,			June 30,
	2021			2021
Land and building	$	1,250		$	1,250
Leasehold improvements		1,371			1,364
Machinery and equipment		6,415			6,416
Transportation equipment		6			6
		9,042			9,036
Less:  Accumulated depreciation and amortization		(7,299	)		(7,294	)
Total	$	1,743		$	1,742

Depreciation and amortization expense recorded on property and equipment for the three months ended September 30, 2021 and 2020 was $85 and $83, respectively. In the three months ended September 30, 2021 and 2020, the Company disposed of fully depreciated property of $80 and $12.

Note 4. Senior Credit Facility

As of September 30, 2021 and June 30, 2021, the Company had the following debt outstanding:

	Principal Amount
	As of September 30, 2021			As of June 30, 2021			Interest Rate			Maturity Date
Revolving advances under Senior Credit
Facility with PNC Bank, National Association	$	1,373		$	2,173			3.25	%	5/15/2024
Installment Note with PNC Bank		140			1,466			3.50	%	5/15/2024
Total outstanding debt		1,513			3,639
Less: Revolving Advances		(1,373	)		(2,173	)
Prepaid financing costs		(4	)		(9	)
Current portion of long term debt, net		(136	)		(1,457	)
Long term debt, net	$	-		$	-

On May 15, 2019, 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, as amended on February 19, 2016.

The Amended Loan Agreement provides for a total of $11,585 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 $3,585 (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, Inc. owned by the Company ("iBio Stock"). Revolving Advances bear interest at PNC’s Base Rate (3.25% as of September 30 and June 30, 2021) or the Eurodollar Rate, at Borrowers’ option, plus 2.50%. The Term Loan bears interest at PNC’s Base Rate (3.50% as of September 30 and June 30, 2021 and 2020) or the Eurodollar Rate at Borrowers’ option, plus 3.00%.

- 9-

INTEGRATED BIOPHARMA, INC. AND ITS SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share amounts)

(Unaudited)

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 May 15, 2024 (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 $43, commencing on the first business day of June 2019, 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) $8,000 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, as defined in the Amended Loan Agreement, 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 Term Note in an amount equal to twenty-five percent (25%) of Excess Cash Flow, as defined in the Amended Load Agreement, for each fiscal year commencing with the fiscal year ended 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, 2021, the Company was in compliance with the fixed charge coverage ratio maintenance requirement and with the required annual payments of 25% of the Excess Cash Flow for each fiscal year commencing with the fiscal year ended June 30, 2016 and used the proceeds of $96 from the sale of iBio Stock in the three months ended September 30, 2020 to repay the Term Loan. Additionally, with the required annual payment of 25% of Excess Cash Flow for the fiscal year ended June 30, 2021, together with the required monthly installments of $43, the Company will satisfy all the remaining principal payments required under the Term Note in January 2022.

- 10-

INTEGRATED BIOPHARMA, INC. AND ITS SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share amounts)

(Unaudited)

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.

Note 5. Significant Risks and Uncertainties

(a) Major Customers. For the three months ended September 30, 2021 and 2020, approximately 91% and 92% of consolidated net sales, respectively, were derived from two customers. These two customers are in the Company’s Contract Manufacturing Segment and represented approximately 65% and 29% and 69% and 25% in the three months ended September 30, 2021 and 2020, respectively. Accounts receivable from these two major customers represented approximately 85% and 93% of total net accounts receivable as of September 30 and June 30, 2021, respectively. The loss of any of these customers could have an adverse effect on the Company’s operations. Major customers are those customers who account for more than 10% of net sales.

(b) Other Business Risks. Approximately 70% of the Company’s employees are covered by a union contract and are employed in its New Jersey facilities. The contract was renewed on September 1, 2018 and will expire on August 31, 2022.

The continued global outbreak of COVID-19, or coronavirus, has the potential to cause a disruption in the Company’s supply chain. Most of these materials may be obtained from more than one supplier. However, due to port closures and other restrictions resulting from the coronavirus outbreak throughout the world, these suppliers, located both inside and outside of the United States, may have limited supply of the materials, which will cause the price of the materials to increase. These and other disruptions would likely impact the Company’s sales and operating results. If the Company is unable to obtain the necessary materials to produce a supplement within the Company’s standard lead times, it may delay the production and shipment of those supplements, thereby shifting the timing of recognizing the resulting sale to the Company’s customers. Transportation continues to be a factor in obtaining materials in a timely manner. A shortage of containers is making it difficult for suppliers abroad to get materials to the United States.

Additionally, a disruption in the supply chain for personal protection equipment (“PPE”) and cleaning supplies used in our manufacturing facilities could have an adverse effect on our operations. In accordance with our standard operating procedures and the updated guidelines issued by the Centers for Disease Control and Prevention (the “CDC”) for personal safety, adopted by The U.S. Department of Labor Occupational Safety and Health Administration, we are required to provide the PPE for our employees to wear while working. The inability to obtain timely PPE and cleaning supplies may result in temporary closures of impacted production areas until the needed supplies are obtained.

In addition to supply chain issues resulting from the COVID-19 pandemic, we are experiencing supply chain disruptions relating to fuel refinery and transportation issues as it pertains to the production of plastics. This is impacting the supply and demand of bottles and caps, key components in our Contract Manufacturing Segment. Transportation, in general, continues to be an issue in the delay of receiving materials and our ability to meet promised delivery dates to our customers in the Contract Manufacturing Segment.

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INTEGRATED BIOPHARMA, INC. AND ITS SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share amounts)

(Unaudited)

Furthermore, the significant outbreak of this contagious disease in the human population has resulted in a widespread health crisis that could adversely affect the economies and financial markets of many countries, resulting in an economic downturn that could affect demand for the Company’s products and impact the Company’s operating results.

The Company does not currently anticipate any negative impact to its margins resulting from the coronavirus outbreak, however; if the Company is unable to obtain the necessary materials to produce a supplement within its standard lead times or the necessary safety and cleaning supplies it may delay the production and shipment of those supplements to its customers, thereby shifting the timing of recognizing the resulting sale to its customers.

Note 6. Leases and other Commitments and Contingencies

(a) Leases. The Company has operating and finance leases for its corporate and sales offices, warehousing and packaging facilities and certain machinery and equipment, including office equipment. The Company’s leases have remaining terms of less than 1 year to less than 5 years.

The components of lease expense for the three months ended September 30, 2021 and 2020, were as follows:

	2021						2020
	Related Party - Vitamin Realty		Other Leases		Totals		Related Party - Vitamin Realty		Other Leases		Totals
Operating lease costs	$	141	$	26	$	167	$	141	$	24	$	165
Finance Operating Lease Costs:
Amortization of right-of use assets	$	-	$	-	$	-	$	-	$	12	$	12
Interest on operating lease liabilities		-		-		-		-		1		1
Total finance lease cost	$	-	$	-	$	-	$	-	$	13	$	13

Operating Lease Liabilities

Related Party Operating Lease Liabilities. Warehouse and office facilities are leased from Vitamin Realty Associates, LLC (“Vitamin Realty”), which is 100% owned by the Company’s chairman, and a major stockholder and certain of his family members, who are the Co-Chief Executive Officers and directors of the Company. On January 5, 2012, MDC 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, 2020 to extend the expiration date to June 1, 2024. This additional lease provides for minimum lease payments of $27 with annual increases plus the proportionate share of operating expenses.

Rent expense, lease amortization costs and interest expense for the three months ended September 30, 2021 and 2020 on these leases were $221 and $222 respectively, and are included in cost of sales, selling and administrative expenses and interest expense in the accompanying Condensed Consolidated Statements of Income. As of September 30, and June 30, 2021, the Company had outstanding current obligations to Vitamin Realty of $75 and $65, respectively, included in accounts payable in the accompanying Condensed Consolidated Balance Sheet. Additionally, the Company has operating lease obligations of $2,207 and $2,327 with Vitamin Realty as noted in the accompany Condensed Consolidated Balance Sheet as of September 30, and June 30, 2021, respectively.

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INTEGRATED BIOPHARMA, INC. AND ITS SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share amounts)

(Unaudited)

Other Operating Lease Liabilities. The Company has entered into certain non-cancelable operating lease agreements expiring up through May, 2023, related to machinery and equipment and office equipment.

As of September 30, 2021, the Company’s right-of-use assets, lease obligations and remaining cash commitment on these leases were as follows:

	Right-of-use Assets		Current Portion of Operating Lease Obligations		Operating Lease Obligations		Remaining Cash Commitment
Vitamin Realty Leases	$	2,203	$	489	$	1,718	$	2,396
Machinery and equipment leases		2		2		-		2
Office equipment leases		34		8		26		40
	$	2,239	$	499	$	1,744	$	2,438

As of June 30, 2021, the Company’s ROU assets, lease obligations and remaining cash commitment on these leases were as follows:

	Right-of-use Assets		Current Portion Operating Lease Obligations		Operating Lease Obligations		Remaining Cash Commitment
Vitamin Realty Leases	$	2,322	$	485	$	1,842	$	2,537
Machinery and equipment leases		5		5		-		5
Office equipment leases		38		10		28		44
	$	2,365	$	500	$	1,870	$	2,586

As of September 30, and June 30, 2021, the Company’s weighted average discount rate is approximately 3.86% and 3.75%, respectively, and the remaining term on lease liabilities is approximately 4.1 years and 4.4 years, respectively.

Supplemental cash flows information related to leases for the three months ended September 30, 2021, is as follows:

	Related Party - Vitamin Realty		Other Leases		Totals
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	141	$	26	$	167
Operating cash flows from finance leases		-		-		-
Financing cash flows from finance lease obligations		-		-		-

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INTEGRATED BIOPHARMA, INC. AND ITS SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share amounts)

(Unaudited)

Supplemental cash flows information related to leases for the three months ended September 30, 2020, is as follows:

	Related Party - Vitamin Realty		Other Leases		Totals
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	141	$	24	$	165
Operating cash flows from finance leases		-		1		1
Financing cash flows from finance lease obligations		-		37		37

The Company did not enter into any lease commitments in the three months ended September 30, 2021.

Maturities of operating lease liabilities as of September 30, 2021 were as follows:

Year	Operating			Related Party
ending	Lease			Operating Lease
June 30,	Commitment			Commitment			Total
2022, remaining	$	10		$	424		$	434
2023		9			565			574
2024		9			563			572
2025		9			533			542
2026		5			311			316
Total minimum lease payments		42			2,396			2,438
Imputed interest		(6	)		(189	)		(195	)
Total	$	36		$	2,207		$	2,243

Total rent expense, lease amortization costs and interest expense, including real estate taxes and maintenance charges, was approximately $266 and $265 for the three months ended September 30, 2021 and 2020, respectively. Rent and lease amortization and interest expense are included in cost of sales, selling and administrative expenses and interest expense in the accompanying Condensed Consolidated Statements of Income.

(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.

Note 7. Related Party Transactions

See Note 6(a). Leases for related party lease transactions.

- 14-

INTEGRATED BIOPHARMA, INC. AND ITS SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share amounts)

(Unaudited)

Note 8. Segment Information and Disaggregated Revenue

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 two reportable segments as follows: Contract Manufacturing, and Other Nutraceutical Businesses. The international sales, concentrated primarily in Europe and Canada, for the three months ended September 30, 2021 and 2020 were $2,220 and $1,467, respectively.

Financial information relating to the three months ended September 30, 2021 and 2020 operations by business segment and disaggregated revenues was as follows:

		Sales, Net						Segment
		U.S.		International				Gross				Capital
		Customers		Customers		Total		Profit		Depreciation		Expenditures
Contract Manufacturing	2021	$	10,145	$	2,190	$	12,335	$	1,301	$	84	$	131
	2020		13,324		1,462		14,786		2,255		82		50
Other Nutraceutical Businesses	2021		386		30		416		123		1		-
	2020		381		5		386		118		1		3
Total Company	2021		10,531		2,220		12,751		1,424		85		131
	2020		13,705		1,467		15,172		2,373		83		53

	Total Assets as of
	September 30,		June 30,
	2021		2021
Contract Manufacturing	$	19,968	$	21,333
Other Nutraceutical Businesses		4,368		4,107
Total Company	$	24,336	$	25,440

- 15-

Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANICAL CONDITION AND RESULTS OF OPERATION (dollars in thousands)

Certain statements set forth under this caption constitute “forward-looking statements.” See “Disclosure Regarding Forward-Looking Statements” on page 1 of this Quarterly Report on Form 10-Q for additional factors relating to such statements. The following discussion should also be read in conjunction with the condensed consolidated financial statements of the Company and Notes thereto included herein and the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2021.

The Company is engaged primarily in the 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.

Business Outlook

Our future results of operations and the other forward-looking statements contained in this Quarterly Report on Form 10-Q, including this “Management’s Discussion and Analysis of Financial Condition and Results of Operation”, involve a number of risks and uncertainties—in particular, the statements regarding our goals and strategies, new product introductions, plans to cultivate new businesses, future economic conditions, revenue, pricing, gross margin and costs, competition, the tax rate, and potential legal proceedings. We are focusing our efforts to improve operational efficiency and reduce spending that may have an impact on expense levels and gross margin. In addition to the various important factors discussed above, a number of other important factors could cause actual results to differ significantly from our expectations. See the risks described in “Risk Factors” in the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2021.

For the three months ended September 30, 2021, our net sales from operations decreased by $2,421 to approximately $12,751 from approximately $15,172 in the three months ended September 30, 2020. Our net sales in the Contract Manufacturing Segment decreased by $2,451, offset by an increase in our Other Nutraceuticals Segment of $30. Net sales decreased in our Contract Manufacturing Segment primarily due to decreased sales volumes to Life Extension and Herbalife in the amount of $2,245 and $100, respectively.  Revenues in the quarter ended September 30, 2020 were higher than the quarter ended September 30, 2021 due to increased safety stock and consumer demands required by our customers during the height of the COVID-19 pandemic. We also believe the fear of slowdowns in production due to the pandemic were contributing factors in our three-month revenues ended September 30, 2020. For the three months ended September 30, 2021, we had operating income of approximately $585, a decrease of approximately $924 from operating income of approximately $1,509 for the three months ended September 30, 2020. Our profit margins decreased from approximately 15.6% of net sales in the three months ended September 30, 2020 to approximately 11.2% of net sales in the three months ended September 30, 2021, primarily as a result of the decreased sales in our Contract Manufacturing Segment of approximately $2,451. Our consolidated selling and administrative expenses decreased by approximately $25 or approximately 3% in the three months ended September 30, 2021 compared to the three months ended September 30, 2020.

Our revenue from our two significant customers in our Contract Manufacturing Segment is dependent on their demand within their respective distribution channels for the products we manufacture for them. As in any competitive market, our ability to match or beat other contract manufacturers pricing for the same items may also alter our outlook and the ability to maintain or increase revenues. We will continue to focus on our core businesses and push forward in maintaining our cost structure in line with our sales and expanding our customer base.

The continued global outbreak of COVID-19, or coronavirus, has the potential to cause a disruption in our supply chain.  Most of these materials may be obtained from more than one supplier.  However, due to port closures and other restrictions resulting from the coronavirus outbreak throughout the world, these suppliers, located both inside and outside of the United States, may have limited supply of the materials, which will cause the price of the materials to increase. These and other disruptions would likely impact our sales and operating results.  If we are unable to obtain the necessary materials to produce a supplement within our standard lead times, it may delay the production and shipment of those supplements, thereby shifting the timing of recognizing the resulting sale to our customers.  Transportation continues to be a factor in obtaining materials in a timely manner.  A shortage of containers is making it difficult for suppliers abroad to get materials to the United States. 

-16-

Additionally, a disruption in the supply chain for personal protection equipment (“PPE”) and cleaning supplies used in our manufacturing facilities could have an adverse effect on our operations.  In accordance with our standard operating procedures and the updated guidelines issued by the Centers for Disease Control and Prevention (the “CDC”) for personal safety, adopted by The U.S. Department of Labor Occupational Safety and Health Administration, we are required to provide the PPE for our employees to wear while working.  The inability to obtain timely PPE and cleaning supplies may result in temporary closures of impacted production areas until the needed supplies are obtained.

In addition to supply chain issues resulting from the COVID-19 pandemic, we are experiencing supply chain disruptions relating to fuel refinery and transportation issues as it pertains to the production of plastics.  This is impacting the supply and demand of bottles and caps, key components in our Contract Manufacturing Segment.   Transportation, in general, continues to be an issue in the delay of receiving materials and our ability to meet promised delivery dates to our customers in our Contract Manufacturing Segment. 

Furthermore, the significant outbreak of this contagious disease in the human population has resulted in a widespread health crisis that could adversely affect the economies and financial markets of many countries, resulting in an economic downturn that could affect demand for the Company’s products and impact our operating results.

We do not currently anticipate any negative impact to our margins resulting from the coronavirus outbreak, however; if we are unable to obtain the necessary materials to produce a supplement within our standard lead times or the necessary safety and cleaning supplies it may delay the production and shipment of those supplements to our customers, thereby shifting the timing of recognizing the resulting sale to our customers. 

Critical Accounting Policies and Estimates

There have been no changes to our critical accounting policies in the three months ended September 30, 2021, except as disclosed in Note 1. Principles of Consolidation and Basis of Presentation of the Condensed Financial Statements of the Company contained in this Quarterly Report on Form 10-Q. Critical accounting policies and the significant estimates made in accordance with them are regularly discussed by management with our Audit Committee. Those policies are discussed under “Critical Accounting Policies” in our “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in Item 7 of our Annual Report on Form 10-K for the year ended June 30, 2021 and in Note 1. Principles of Consolidation and Basis of Presentation of the Condensed Financial Statements of the Company contained in this Quarterly Report on Form 10-Q.

-17-

Results of Operations (in thousands, except share and per share amounts)

Our results from operations in the following table, sets forth the income statement data of our results as a percentage of net sales for the periods indicated:

	For the three months
	ended September 30,
	2021			2020
Sales, net		100.0	%		100.0	%
Costs and expenses:
Cost of sales		88.8	%		84.4	%
Selling and administrative		6.6	%		5.7	%
		95.4	%		90.1	%
Operating income		4.6	%		9.9	%
Other income (expense), net
Interest expense		(0.2%	)		(0.5%	)
Realized gain on sale of investment in iBio, Stock		-			0.4	%
Unrealized loss in investment in iBio Stock		(0.2%	)		(0.2%	)
Other income, net		0.0	%		0.1	%
Other expense, net		(0.4%	)		(0.2%	)
Income before income taxes		4.2	%		9.7	%
Income tax expense, net		0.2	%		2.8	%
Net income		4.0	%		6.9	%

For the Three Months Ended September 30, 2021 compared to the Three Months Ended September 30, 2020

Sales, net. Sales, net, for the three months ended September 30, 2021 and 2020 were $12,751 and $15,172, respectively, a decrease of 16.0%, and are comprised of the following:

	Three months ended				Dollar			Percentage
	September 30,				Change			Change
	2021		2020		2021 vs 2020			2021 vs 2020
	(amounts in thousands)
Contract Manufacturing:
US Customers	$	10,145	$	13,324	$	(3,179	)		(23.9%	)
International Customers		2,190		1,462		728			49.8	%
Net sales, Contract Manufacturing		12,335		14,786		(2,451	)		(16.6%	)
Other Nutraceuticals:
US Customers		386		381		5			1.3	%
International Customers		30		5		25			500.0	%
Net sales, Other Nutraceuticals		416		386		30			7.8	%
Total net sales	$	12,751	$	15,172	$	(2,421	)		(16.0%	)

For the three months ended September 30, 2021 and 2020, a significant portion of our consolidated net sales, approximately 91% and 92%, respectively, were concentrated among two customers, Life Extension and Herbalife, in our Contract Manufacturing Segment. Life Extension and Herbalife, represented approximately 65% and 29% and 69% and 25%, respectively, of our Contract Manufacturing Segment’s net sales in the three months ended September 30, 2021 and 2020, respectively.  Revenues in the quarter ended September 30, 2020 were higher than the quarter ended September 30, 2021 due to increased safety stock and consumer demands required by our customers during the height of the COVID-19 pandemic. We also believe the fear of slowdowns in production due to the pandemic were contributing factors in our three-month revenues ended September 30, 2020.  The loss of any of these customers could have a significant adverse impact on our financial condition and results of operations.

-18-

The decrease in net sales of approximately $2,421 was primarily the result of decreased net sales in our Contract Manufacturing Segment of $2,451 primarily due to decreased sales volumes to Life Extension and Herbalife in the amounts of $2,245 and $100, respectively.

Cost of sales. Cost of sales decreased by approximately $1,472 to $11,327 for the three months ended September 30, 2021, as compared to $12,799 for the three months ended September 30, 2020 or approximately 11.5%. Cost of sales increased as a percentage of sales to 88.8% for the three months ended September 30, 2021 as compared to 84.4% for the three months ended September 30, 2020. The 11.5% decrease in the cost of goods sold amount is consistent with the decrease in net sales of approximately 16%. The increase in the cost of goods sold as a percentage of net sales, was primarily the result of the decreased net sales available to offset the fixed manufacturing overhead.

Selling and Administrative Expenses. Selling and administrative expenses decreased by approximately $25, approximately 3% in the three months ended September 30, 2021 from $864 to $839 in the three months ended September 30, 2020. As a percentage of sales, net, selling and administrative expenses were approximately 6.6% and 5.7% in the three months ended September 30, 2021 and 2020, respectively.

Other income (expense), net. Other income (expense), net was approximately $46 for the three months ended September 30, 2021 compared to $41 for the three months ended September 30, 2020, and is composed of:

	Three months ended
	September 30,
	2021			2020
	(dollars in thousands)
Interest expense	$	(32	)	$	(76	)
Realized gain on sale of investment in iBio Stock		-			56
Unrealized loss on investment in iBio Stock		(20	)		(29	)
Other income		6			8
Other expense, net	$	(46	)	$	(41	)

Our interest expense for the three months ended September 30, 2021 decreased by $44 from the three month period ended September 30, 2020, primarily as the result of lower average daily balances outstanding under the Senior Credit Facility with PNC Bank in the three month period ended September 30, 2021 from the three month period ended September 30, 2020.

In the three months ended September 30, 2020, we sold 16,000 shares of iBio Stock for a gain of $56 with no such sales in the three months ended September 30, 2021. Also, in the three months ended September 30, 2021, and 2020, we had unrealized losses on the remaining iBio Stock of approximately $20 and $29, respectively.

Federal and state income tax expense, net. For the three months ended September 30, 2021 and 2020, we had a net federal income tax benefit of $38 and a deferred income tax expense of $273, respectively and state income tax expense, net of approximately $61 and $154, in the three months ended September 30, 2021 and 2020, respectively. The net federal benefit of $38 in the three months ended September 30, 2021, includes the release of $128 of the allowance on deferred tax assets.  We continue to maintain a reserve on a portion of our deferred tax assets as it has been determined that based upon past losses, the Company’s past liquidity concerns and the current economic environment, it is “more likely than not” that the Company’s deferred tax assets may not be fully realized.

Net income. Our net income for the three months ended September 30, 2021 and 2020 was approximately $516 and $1,041, respectively. The decrease of approximately $525 was primarily the result of decreased operating income of $924 offset by the decrease in income taxes of $403.

Seasonality

The nutraceutical business can be seasonal. Due to our current customer base in our contract manufacturing segment, our fiscal quarter ending December 31st each year tends to be more than our average quarterly volume for the other three fiscal quarters in the fiscal year. This increase is based on their forecast of their customer base.

-19-

The Company believes that there are non-seasonal factors that may influence the variability of quarterly results including, but not limited to, general economic and industry conditions that affect consumer spending, changing consumer demands and current news on nutritional supplements. Accordingly, a comparison of the Company’s results of operations from consecutive periods is not necessarily meaningful, and the Company’s results of operations for any period are not necessarily indicative of future periods.

Liquidity and Capital Resources

The following table sets forth, for the periods indicated, the Company’s net cash flows used in operating, investing and financing activities, its period end cash and cash equivalents and other operating measures:

	For the three months ended
	September 30,
	2021			2020
	(dollars in thousands)
Net cash provided by operating activities	$	2,101		$	1,918
Net cash (used in) provided by investing activities	$	(131	)	$	43
Net cash used in financing activities	$	(2,123	)	$	(1,994	)
Cash at end of period	$	57		$	369

At September 30, 2021, our working capital was approximately $9,282, an increase of $520 from our working capital of $8,762 at June 30, 2021. The increase in our working capital was the result of our current liabilities decreasing by of $1,535 and was offset by a decrease in our current assets of $1,014. The decrease in the current assets is primarily from a decrease in accounts receivable, net of $1,975 offset by an increase in inventories of $927 and the decrease in current liabilities was primarily the result of the decrease in our senior credit facility in the amount of $2,121, offset by an increase accounts payable and accrued expenses and other current liabilities of $587.

Operating Activities

Net cash provided by operating activities of $2,101 in the three months ended September 30, 2021 includes net income of approximately $516. After excluding the effects of non-cash expenses, including depreciation and amortization, and changes in deferred tax assets, the adjusted cash provided from operations before the effect of the changes in working capital components was $748. Net cash provided by our operations in the three months ended September 30, 2021 from our working capital assets and liabilities in the amount of approximately $1,353 was primarily the result of cash provided from a decrease in our accounts receivable of $1,975 and an aggregate increase in accounts payable, accrued expenses and other liabilities of $632, offset in part, by increases in inventories of approximately $927 and prepaid and other assets of $202.

Net cash provided by operating activities of $1,918 in the three months ended September 30, 2020 includes net income of approximately $1,041. After excluding the effects of non-cash expenses, including depreciation and amortization, and changes in deferred tax assets, the adjusted cash provided from operations before the effect of the changes in working capital components was $1,507. Net cash provided by our operations in the three months ended September 30, 2020 from our working capital assets and liabilities in the amount of approximately $411 was primarily the result of cash provided from a decrease in our accounts receivable of $652 and an aggregate increase in accounts payable, accrued expenses and other liabilities of $2,745, offset in part, by increases in inventories of approximately $2,655 and prepaid and other assets of $211.

-20-

Investing Activities

Cash used in investing activities in the three months ended September 30, 2021 of approximately $131 was from the purchase of machinery and equipment. Cash provided by investing activities in the three months ended September 30, 2020 of approximately $43 was from proceeds of $96 from the sale of iBio Stock offset by the purchase of machinery and equipment of $53.

Financing Activities

Cash used in financing activities was approximately $2,123 for the three months ended September 30, 2021, and was primarily from repayments of advances under our revolving credit facility of $14,830 and principal payments under our term notes in the amount of $1,326, offset by advances under our revolving credit facility of approximately $14,029.

Cash used in financing activities was approximately $1,994 for the three months ended September 30, 2020, and was primarily from repayments of advances under our revolving credit facility of $15,144 and principal payments under our term notes in the amount of $734, offset by advances under our revolving credit facility of approximately $13,921.

As of September 30, 2021, we had cash of $57, funds available under our revolving credit facility of approximately $4,257 and working capital of approximately $9,283. Our working capital includes $1,373 outstanding under our revolving line of credit which is not due until May 2024 but classified as current due to a subjective acceleration clause that could cause the advances to become currently due. (See Note 4 to the condensed consolidated financial statements included in this Quarterly Report on Form 10-Q). Additionally, we had income from operations of approximately $585 in the three months ended September 30, 2021. After taking into consideration our interim results and current projections, management believes that operations, together with the revolving credit facility will support our working capital requirements at least through the period ending November 10, 2022.

Our total annual commitments at September 30, 2021 for long term non-cancelable leases of approximately $565 consists of obligations under operating leases for facilities and operating lease agreements for the rental of warehouse equipment, office equipment and automobiles.

Capital Expenditures

The Company's capital expenditures for the three months ended September 30, 2021 and 2020 were approximately $131 and $53, respectively. The Company has budgeted approximately $500 for capital expenditures for fiscal year 2022. The total amount is expected to be funded from lease financing and cash provided from the Company’s operations.

Off-Balance Sheet Arrangements

The Company has no off-balance sheet arrangements.

Recent Accounting Pronouncements

None.

Impact of Inflation

The Company does not believe that inflation has significantly affected its results of operations.

-21-

Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable.

Item 4. CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed by the Company in the reports it files or submits under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) is recorded, processed, summarized, and reported within the time periods specified by the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to provide reasonable assurance that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is accumulated and communicated to management, including the Co-Chief Executive Officers and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

Under the supervision and with the participation of management, including the Co-Chief Executive Officers and Chief Financial Officer, the Company has evaluated the effectiveness of its disclosure controls and procedures (as such term is defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) as of September 30, 2021, and, based upon this evaluation, the Co-Chief Executive Officers and Chief Financial Officer have concluded that these controls and procedures are effective in providing reasonable assurance of compliance.

Changes in Internal Control over Financial Reporting

No change in our internal control over financial reporting occurred during the three months ended September 30, 2021 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II – OTHER INFORMATION

Item 1. LEGAL PROCEEDINGS

From time to time, we may become involved in various lawsuits and legal proceedings that arise in the ordinary course of business. However, litigation is subject to inherent uncertainties and an adverse result in these or other matters may arise from time to time that may harm our business. We are currently not aware of any such legal proceedings or claims that we believe will have a material adverse effect on our business, financial condition or operating results.

Item 1A. Risk Factors

There have been no material changes to the risk factors set forth in our Annual Report on Form 10-K for the fiscal year ended June 30, 2021.

Item 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Recent Sales of Unregistered Securities

None

Purchases of Equity Securities by the Issuer and Affiliated Purchasers

None

-22-

Item 3. DEFAULTS UPON SENIOR SECURITIES

None.

Item 4. MINE SAFETY DISCLOSURE         

Not Applicable.

Item 5. OTHER INFORMATION         

None.

Item 6. EXHIBITS

(a)         Exhibits

Exhibit

Number

31.1	Certification of pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 by Chief Executive Officer.
31.2	Certification of pursuant to 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.INS***	Inline XBRL Instance	furnished herewith
101.SCH***	Inline XBRL Taxonomy Extension Schema	furnished herewith
101.CAL***	Inline XBRL Taxonomy Extension Calculation	furnished herewith
101.DEF***	Inline XBRL Taxonomy Extension Definition	furnished herewith
101.LAB***	Inline XBRL Taxonomy Extension Labels	furnished herewith
101.PRE***	Inline XBRL Taxonomy Extension Presentation	furnished herewith
104	Cover Page Interactive Date File (formatted as Inline XBRL and contained in Exhibit 101)

-23-

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

INTEGRATED BIOPHARMA, INC.

Date:  November 10, 2021	By: /s/ Christina Kay
	Christina Kay,
	Co-Chief Executive Officer
Date:  November 10, 2021	By: /s/ Riva Sheppard
	Riva Sheppard,
	Co-Chief Executive Officer
Date:  November 10, 2021	By: /s/ Dina L. Masi
	Dina L. Masi,
	Chief Financial Officer & Senior Vice President

-24-

EX-31.1

Exhibit 31.1

Certification of Co-Chief Executive Officers

Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

We, Christina Kay and Riva Sheppard each certify that:

1.     I have reviewed this quarterly report on Form 10-Q of Integrated BioPharma, Inc.;

2. Based on our 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;

2. Based on our 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 we 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 (the registrant's fourth quarter, in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

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: November 10, 2021	By: /s/ Christina Kay
	Name: Christina Kay,
	Title: Co-Chief Executive Officer
	(Co-Principal Executive Officer)
	By: /s/ Riva Sheppard
	Name: Riva Sheppard,
	Title: Co-Chief Executive Officer
	(Co-Principal Executive Officer)

EX-31.2

Exhibit 31.2

Certification of Chief Financial Officer

Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Dina L. Masi, certify that:

 1.          I have reviewed this quarterly report on Form 10-Q of Integrated BioPharma, Inc.;

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 officers 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 (the registrant's fourth quarter, in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officers 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: November 10, 2021	By: /s/ Dina L. Masi
	Name: Dina L. Masi
	Title: Chief Financial Officer & Senior Vice President
	(Principal Financial Officer)

EX-32.1

Exhibit 32.1

CERTIFICATION OF PERIODIC REPORT

As adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2021 of Integrated BioPharma, Inc. (the “Company”) as filed with the Securities and Exchange Commission on the date hereof (the “Report”), Christina Kay and Riva Sheppard, Co-Chief Executive Officers of Integrated BioPharma, Inc. certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, that to their knowledge:

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.

This certification accompanies the Report pursuant to Section 906 of Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by the Sarbanes-Oxley Act of 2002, be deemed filed by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.

A signed original of this written statement has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

Dated:  November 10, 2021	By: /s/ Christina Kay
	Name: Christina Kay,
	Title:   Co-Chief Executive Officer
	(Co-Principal Executive Officer)
	By: /s/ Riva Sheppard
	Name: Riva Sheppard,
	Title:   Co-Chief Executive Officer
	(Co-Principal Executive Officer)

EX-32.2

Exhibit 32.2

CERTIFICATION OF PERIODIC REPORT

As adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2021 of Integrated BioPharma, Inc. (the “Company”) as filed with the Securities and Exchange Commission on the date hereof (the “Report”), Dina L. Masi, the Senior Vice President and Chief Financial Officer of Integrated BioPharma, Inc. certifies, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, that to her knowledge:

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.

This certification accompanies the Report pursuant to Section 906 of Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by the Sarbanes-Oxley Act of 2002, be deemed filed by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.

A signed original of this written statement has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

November 10, 2021	By: /s/ Dina L. Masi
	Name: Dina L. Masi
	Title:   Chief Financial Officer & Senior Vice President
	(Principal Financial Officer)

XML

Document And Entity Information - shares	15 Months Ended
	Sep. 30, 2021	Nov. 10, 2021
Document Information [Line Items]
Entity Central Index Key	0001016504
Entity Registrant Name	INTEGRATED BIOPHARMA INC
Amendment Flag	false
Current Fiscal Year End Date	--06-30
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2021
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Sep. 30, 2021
Document Transition Report	false
Entity File Number	001-31668
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	22-2407475
Entity Address, Address Line One	225 Long Ave.
Entity Address, City or Town	Hillside
Entity Address, State or Province	NJ
Entity Address, Postal Zip Code	07205
City Area Code	888
Local Phone Number	319-6962
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Emerging Growth Company	false
Entity Small Business	true
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		29,821,944

XML

Condensed Consolidated Statements of Income (Unaudited) - USD ($) $ in Thousands	3 Months Ended
	Sep. 30, 2021	Sep. 30, 2020
Sales, net	$ 12,751	$ 15,172
Cost of sales	11,327	12,799
Gross profit	1,424	2,373
Selling and administrative expenses	839	864
Operating income	585	1,509
Other income (expense), net:
Interest expense	(32)	(76)
Realized gain on sale of investment in iBio Stock	0	56
Unrealized loss on investment in iBio Stock	(20)	(29)
Other income, net	6	8
Total other expense, net	(46)	(41)
Income before income taxes	539	1,468
Income tax expense, net	23	427
Net income	$ 516	$ 1,041
Basic net income per common share (in dollars per share)	$ 0.02	$ 0.04
Diluted net income per common share (in dollars per share)	$ 0.02	$ 0.03
Weighted average common shares outstanding - basic (in shares)	29,817,919	29,645,943
Add: Equivalent shares outstanding - Stock Options (in shares)	2,781,977	2,147,133
Weighted average common shares outstanding - diluted (in shares)	32,599,896	31,793,076

XML

Condensed Consolidated Balance Sheets (Current Period Unaudited) - USD ($) $ in Thousands	Sep. 30, 2021	Jun. 30, 2021
Current Assets:
Cash	$ 57	$ 210
Accounts receivable, net	3,801	5,776
Inventories	12,622	11,695
Other current assets	504	317
Total current assets	16,984	17,998
Property and equipment, net	1,743	1,742
Operating lease right-of-use assets (includes $2,203 and $2,322 with a related party)	2,239	2,365
Deferred tax assets, net	3,306	3,268
Security deposits and other assets	64	67
Total Assets	24,336	25,440
Current Liabilities:
Advances under revolving credit facility	1,373	2,173
Accounts payable (includes $75 and $65 due to related party)	4,221	3,496
Accrued expenses and other current liabilities	1,472	1,610
Current portion of long term debt, net	136	1,457
Current portion of operating lease liabilities (includes $489 and $485 with a related party)	499	500
Total current liabilities	7,701	9,236
Operating lease liabilities (includes $1,718 and $1,842 with a related party)	1,744	1,870
Total liabilities	9,445	11,106
Commitments and Contingencies
Stockholders' Equity :
Common Stock, $0.002 par value; 50,000,000 shares authorized; 29,855,177 and 29,838,177 shares issued and 29,820,277 and 29,803,277 and shares outstanding, respectively	60	60
Additional paid-in capital	50,557	50,516
Accumulated deficit	(35,627)	(36,143)
Less: Treasury stock, at cost, 34,900 shares	(99)	(99)
Total Stockholders' Equity	14,891	14,334
Total Liabilities and Stockholders' Equity	$ 24,336	$ 25,440

XML

Condensed Consolidated Balance Sheets (Current Period Unaudited) (Parentheticals) - USD ($) $ in Thousands	Sep. 30, 2021	Jun. 30, 2021
Operating lease right-of-use assets	$ 2,239	$ 2,365
Current portion of operating lease liabilities	499	500
Operating lease liabilities	$ 1,744	$ 1,870
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)	29,855,177	29,838,177
Common stock, shares outstanding (in shares)	29,820,277	29,803,277
Treasury stock, shares (in shares)	34,900	34,900
Vitamin Realty LLC [Member]
Operating lease right-of-use assets	$ 2,203	$ 2,322
Accounts payable, related parties	75	65
Current portion of operating lease liabilities	489	485
Operating lease liabilities	$ 1,718	$ 1,842

XML

Condensed Consolidated Statements of Stockholders' Equity (Unaudited) - USD ($) $ in Thousands	Common Stock [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	Treasury Stock [Member]	Total
Balance (in shares) at Jun. 30, 2020	29,680,843			34,900
Balance at Jun. 30, 2020	$ 59	$ 50,263	$ (44,156)	$ (99)	$ 6,067
Stock compensation expense for employee stock options	0	8	0	0	8
Net income	$ 0	0	1,041	$ 0	1,041
Balance (in shares) at Sep. 30, 2020	29,680,843			34,900
Balance at Sep. 30, 2020	$ 59	50,271	(43,115)	$ (99)	7,116
Balance (in shares) at Jun. 30, 2021	29,838,177			34,900
Balance at Jun. 30, 2021	$ 60	50,516	(36,143)	$ (99)	14,334
Stock compensation expense for employee stock options	$ 0	37	0	$ 0	37
Shares issued upon exercise of stock options (in shares)	17,000
Shares issued upon exercise of stock options	$ 0	4			4
Net income	$ 0	0	516	$ 0	516
Balance (in shares) at Sep. 30, 2021	29,855,177			34,900
Balance at Sep. 30, 2021	$ 60	$ 50,557	$ (35,627)	$ (99)	$ 14,891

XML

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands	3 Months Ended
	Sep. 30, 2021	Sep. 30, 2020
Cash flows provided by operating activities:
Net income	$ 516	$ 1,041
Adjustments to reconcile net income to net cash from operating activities:
Depreciation and amortization	85	83
Amortization of operating lease right-of-use assets	126	120
Stock based compensation	37	8
Change in deferred tax assets	(38)	277
Realized gain on sale of investment in iBio Stock	0	(56)
Unrealized loss on investment in iBio Stock	20	29
Other, Net	2	5
Changes in operating assets and liabilities:
Accounts receivable, net	1,975	652
Inventories	(927)	(2,655)
Other current assets	(202)	(185)
Security deposits and other assets	0	(26)
Accounts payable	771	2,696
Accrued expenses and other liabilities	(138)	49
Operating lease obligations	(126)	(120)
Net cash provided by operating activities	2,101	1,918
Cash flows from investing activities:
Purchase of property and equipment	(131)	(53)
Proceeds from sale of iBio Stock	0	96
Net cash (used in) provided by investing activities	(131)	43
Cash flows from financing activities:
Advances under revolving credit facility	14,029	13,921
Proceeds from exercise of stock options	4	0
Repayments of advances under revolving credit facility	(14,830)	(15,144)
Repayments under term note payables	(1,326)	(734)
Repayments under finance lease obligations	0	(37)
Net cash used in financing activities	(2,123)	(1,994)
Net decrease in cash	(153)	(33)
Cash at beginning of period	210	402
Cash at end of period	57	369
Supplemental disclosures of cash flow information:
Interest paid	30	57
Income taxes paid	0	0
Supplemental disclosures of non-cash flow transactions:
Amount owed on purchase of property and equipment	$ 45	$ 20

XML

Note 1 - Principles of Consolidation and Basis of Presentation

15 Months Ended

Sep. 30, 2021

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 8-03 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 (“GAAP”). 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, 2021 (“Form 10-K”), as filed with the SEC. The June 30, 2021 balance sheet was derived from audited financial statements, but does not include all disclosures required by GAAP. The preparation of the unaudited condensed financial statements in conformity with these accounting principles requires management to make estimates and assumptions that affect the amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the period. Ultimate results could differ from the estimates of management. The results of operations for the three months ended September 30, 2021 are not necessarily indicative of the results for the full fiscal year ending June 30, 2022 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 Manhattan Drug Company, Inc. (“MDC”), which manufactures vitamins and nutritional supplements for sale to distributors, multilevel marketers and specialized health-care providers and (b) Other Nutraceutical Businesses which includes the operations of (i) AgroLabs, Inc. (“AgroLabs”), which distributes healthful nutritional products for sale through major mass market, grocery and drug and vitamin retailers, under the following brands: Peaceful Sleep, Wheatgrass and other products which are being introduced into the market (these are referred to as our branded products), (ii) The Vitamin Factory (the “Vitamin Factory”), which sells private label MDC products, as well as our AgroLabs products, through the Internet, (iii) IHT Health Products, Inc. (“IHT”) a distributor of fine natural botanicals, including multi minerals produced under a license agreement, (iv) MDC Warehousing and Distribution, Inc., a service provider for warehousing and fulfillment services and (v) Chem International, Inc. (“Chem”), a distributor of certain raw materials for DSM Nutritional Products LLC.

Accounting Policies

Accounting Pronouncements Recently Adopted

On August 28, 2018, the Financial Accounting Standards Board (“FASB”) issued ASU 2018-13, Fair Value Measurement: Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement (Topic 820), which changes the fair value measurement disclosure requirements of ASC 820.

This ASU removes certain disclosure requirements regarding the amounts and reasons for transfers between Level 1 and Level 2 of the fair value hierarchy and the policy for timing of transfers between the levels. This ASU also adds disclosure requirements regarding unrealized gains and losses included in Other Comprehensive Income for recurring Level 3 fair value measurements and the range and weighted average of unobservable inputs used in Level 3 fair value measurements. ASU 2018-13 is effective for the fiscal year beginning July 1, 2021, including interim periods therein. Early adoption is permitted for any eliminated or modified disclosures upon issuance of ASU 2018-13. This new guidance did not have a material impact on the Company’s Condensed Consolidated Financial Statements.

Aside from the adoption of ASUs, as described above, there have been no material changes during fiscal year 2021 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, 2021.

Significant Accounting Policies

Revenue Recognition. The Company recognizes product sales revenue, the prices of which are fixed and determinable, when title and risk of loss have transferred to the customer, when estimated provisions for product returns, rebates, charge-backs and other sales allowances are reasonably determinable, and when collectability is reasonably assured. Accruals for these items are presented in the consolidated financial statements as reductions to sales. The Company’s net sales represent gross sales invoiced to customers, less certain related charges for discounts, returns, rebates, charge-backs and other allowances. Cost of sales includes the cost of raw materials and all labor and overhead associated with the manufacturing and packaging of the products. Gross margins are affected by, among other things, changes in the relative sales mix among our products and valuation and/or charge off of slow moving, expired or obsolete inventories. To perform revenue recognition for arrangements within the scope of ASC 606, the Company performs the following five steps:

● identification of the promised goods or services in the contract;

● determination of whether the promised goods or serves are performance obligations including whether they are distinct in the context of the contract;

● measurement of the transaction price, including the constraint on variable consideration;

● allocation of the transaction price to the performance obligations based on estimated selling prices; and

● recognition of revenue when (or as) the Company satisfies each performance obligation. A performance obligation is a promise to transfer a distinct good or service to the customer and is the unit of account in ASC 606.

Income Taxes. The Company accounts for income taxes using the asset and liability method. Accordingly, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in the tax rate is recognized in income or expense in the period that the change is effective. Tax benefits are recognized when it is probable that the deduction will be sustained. A valuation allowance is established when it is more likely than not that all or a portion of a deferred tax asset will not be realized. For the three months ended September 30, 2021 and 2020, we had a net federal income tax benefit of $38 and a deferred income tax expense of $273, respectively and state income tax expense, net of approximately $61 and $154, in the three months ended September 30, 2021 and 2020, respectively.  The net federal income tax benefit of $38 in the three months ended September 30, 2021, includes the release of $128 of the allowance on deferred tax assets.

Leases. We determine if an arrangement is a lease at inception. Operating leases are included in operating lease right-of-use (“ROU”) assets, other current liabilities, and operating lease liabilities on our consolidated balance sheets. Finance leases are included in property and equipment, current portion of long term debt, and long-term debt obligation on our consolidated statement of financial condition.  

Operating lease ROU assets and operating lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date. As most of our leases do not provide an implicit rate, we use our incremental borrowing rate based on the information available at commencement date in determining the present value of future payments. The operating lease ROU asset also includes any lease payments made and excludes lease incentives and initial direct costs incurred. Our lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term.

We have lease agreements with lease and non-lease components, which are generally accounted for separately. For certain equipment leases, such as vehicles, we account for the lease and non-lease components as a single lease component.

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, subject to anti-dilution limitations using the treasury stock method.

In each of the three months ended September 30, 2021 and 2020, there were no stock options that were not included in the computation of weighted average diluted common shares outstanding.

On November 3, 2021, there were 564,700 stock options authorized by the Board of Directors and to be issued to Company officers, employees and directors with an exercise price to be determined five trading dates after the filing of this Quarterly Report on Form-Q, vesting over one or three years, with terms of either five or ten years.

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Note 2 - Inventories

15 Months Ended

Sep. 30, 2021

Notes to Financial Statements

Inventory Disclosure [Text Block]

Note 2. Inventories

Inventories are stated at the lower of cost or net realizable value using the first-in, first-out method and consist of the following:

	September 30,		June 30,
	2021		2021
Raw materials	$	10,236	$	7,941
Work-in-process		1,344		2,942
Finished goods		1,042		812
Total	$	12,622	$	11,695

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Note 3 - Property and Equipment, Net

15 Months Ended

Sep. 30, 2021

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,
	2021			2021
Land and building	$	1,250		$	1,250
Leasehold improvements		1,371			1,364
Machinery and equipment		6,415			6,416
Transportation equipment		6			6
		9,042			9,036
Less:  Accumulated depreciation and amortization		(7,299	)		(7,294	)
Total	$	1,743		$	1,742

Depreciation and amortization expense recorded on property and equipment for the three months ended September 30, 2021 and 2020 was $85 and $83, respectively. In the three months ended September 30, 2021 and 2020, the Company disposed of fully depreciated property of $80 and $12.

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Note 4 - Senior Credit Facility

15 Months Ended

Sep. 30, 2021

Notes to Financial Statements

Debt Disclosure [Text Block]

Note 4. Senior Credit Facility

As of September 30, 2021 and June 30, 2021, the Company had the following debt outstanding:

	Principal Amount
	As of September 30, 2021			As of June 30, 2021			Interest Rate			Maturity Date
Revolving advances under Senior Credit
Facility with PNC Bank, National Association	$	1,373		$	2,173			3.25	%	5/15/2024
Installment Note with PNC Bank		140			1,466			3.50	%	5/15/2024
Total outstanding debt		1,513			3,639
Less: Revolving Advances		(1,373	)		(2,173	)
Prepaid financing costs		(4	)		(9	)
Current portion of long term debt, net		(136	)		(1,457	)
Long term debt, net	$	-		$	-

On May 15, 2019, 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, as amended on February 19, 2016.

The Amended Loan Agreement provides for a total of $11,585 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 $3,585 (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, Inc. owned by the Company ("iBio Stock"). Revolving Advances bear interest at PNC’s Base Rate (3.25% as of September 30 and June 30, 2021) or the Eurodollar Rate, at Borrowers’ option, plus 2.50%. The Term Loan bears interest at PNC’s Base Rate (3.50% as of September 30 and June 30, 2021 and 2020) or the Eurodollar Rate at Borrowers’ option, plus 3.00%.

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 May 15, 2024 (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 $43, commencing on the first business day of June 2019, 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) $8,000 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, as defined in the Amended Loan Agreement, 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 Term Note in an amount equal to twenty-five percent (25%) of Excess Cash Flow, as defined in the Amended Load Agreement, for each fiscal year commencing with the fiscal year ended 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, 2021, the Company was in compliance with the fixed charge coverage ratio maintenance requirement and with the required annual payments of 25% of the Excess Cash Flow for each fiscal year commencing with the fiscal year ended June 30, 2016 and used the proceeds of $96 from the sale of iBio Stock in the three months ended September 30, 2020 to repay the Term Loan. Additionally, with the required annual payment of 25% of Excess Cash Flow for the fiscal year ended June 30, 2021, together with the required monthly installments of $43, the Company will satisfy all the remaining principal payments required under the Term Note in January 2022.

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.

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Note 5 - Significant Risks and Uncertainties

15 Months Ended

Sep. 30, 2021

Notes to Financial Statements

Concentration Risk Disclosure [Text Block]

Note 5. Significant Risks and Uncertainties

(a) Major Customers. For the three months ended September 30, 2021 and 2020, approximately 91% and 92% of consolidated net sales, respectively, were derived from two customers. These two customers are in the Company’s Contract Manufacturing Segment and represented approximately 65% and 29% and 69% and 25% in the three months ended September 30, 2021 and 2020, respectively. Accounts receivable from these two major customers represented approximately 85% and 93% of total net accounts receivable as of September 30 and June 30, 2021, respectively. The loss of any of these customers could have an adverse effect on the Company’s operations. Major customers are those customers who account for more than 10% of net sales.

(b) Other Business Risks. Approximately 70% of the Company’s employees are covered by a union contract and are employed in its New Jersey facilities. The contract was renewed on September 1, 2018 and will expire on August 31, 2022.

The continued global outbreak of COVID-19, or coronavirus, has the potential to cause a disruption in the Company’s supply chain. Most of these materials may be obtained from more than one supplier. However, due to port closures and other restrictions resulting from the coronavirus outbreak throughout the world, these suppliers, located both inside and outside of the United States, may have limited supply of the materials, which will cause the price of the materials to increase. These and other disruptions would likely impact the Company’s sales and operating results. If the Company is unable to obtain the necessary materials to produce a supplement within the Company’s standard lead times, it may delay the production and shipment of those supplements, thereby shifting the timing of recognizing the resulting sale to the Company’s customers. Transportation continues to be a factor in obtaining materials in a timely manner. A shortage of containers is making it difficult for suppliers abroad to get materials to the United States.

Additionally, a disruption in the supply chain for personal protection equipment (“PPE”) and cleaning supplies used in our manufacturing facilities could have an adverse effect on our operations. In accordance with our standard operating procedures and the updated guidelines issued by the Centers for Disease Control and Prevention (the “CDC”) for personal safety, adopted by The U.S. Department of Labor Occupational Safety and Health Administration, we are required to provide the PPE for our employees to wear while working. The inability to obtain timely PPE and cleaning supplies may result in temporary closures of impacted production areas until the needed supplies are obtained.

In addition to supply chain issues resulting from the COVID-19 pandemic, we are experiencing supply chain disruptions relating to fuel refinery and transportation issues as it pertains to the production of plastics. This is impacting the supply and demand of bottles and caps, key components in our Contract Manufacturing Segment. Transportation, in general, continues to be an issue in the delay of receiving materials and our ability to meet promised delivery dates to our customers in the Contract Manufacturing Segment.

Furthermore, the significant outbreak of this contagious disease in the human population has resulted in a widespread health crisis that could adversely affect the economies and financial markets of many countries, resulting in an economic downturn that could affect demand for the Company’s products and impact the Company’s operating results.

The Company does not currently anticipate any negative impact to its margins resulting from the coronavirus outbreak, however; if the Company is unable to obtain the necessary materials to produce a supplement within its standard lead times or the necessary safety and cleaning supplies it may delay the production and shipment of those supplements to its customers, thereby shifting the timing of recognizing the resulting sale to its customers.

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Note 6 - Leases and Other Commitments and Contingencies

15 Months Ended

Sep. 30, 2021

Notes to Financial Statements

Commitments and Contingencies Disclosure [Text Block]

Note 6. Leases and other Commitments and Contingencies

(a) Leases. The Company has operating and finance leases for its corporate and sales offices, warehousing and packaging facilities and certain machinery and equipment, including office equipment. The Company’s leases have remaining terms of less than 1 year to less than 5 years.

The components of lease expense for the three months ended September 30, 2021 and 2020, were as follows:

	2021						2020
	Related Party - Vitamin Realty		Other Leases		Totals		Related Party - Vitamin Realty		Other Leases		Totals
Operating lease costs	$	141	$	26	$	167	$	141	$	24	$	165
Finance Operating Lease Costs:
Amortization of right-of use assets	$	-	$	-	$	-	$	-	$	12	$	12
Interest on operating lease liabilities		-		-		-		-		1		1
Total finance lease cost	$	-	$	-	$	-	$	-	$	13	$	13

Operating Lease Liabilities

Related Party Operating Lease Liabilities. Warehouse and office facilities are leased from Vitamin Realty Associates, LLC (“Vitamin Realty”), which is 100% owned by the Company’s chairman, and a major stockholder and certain of his family members, who are the Co-Chief Executive Officers and directors of the Company. On January 5, 2012, MDC 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, 2020 to extend the expiration date to June 1, 2024. This additional lease provides for minimum lease payments of $27 with annual increases plus the proportionate share of operating expenses.

Rent expense, lease amortization costs and interest expense for the three months ended September 30, 2021 and 2020 on these leases were $221 and $222 respectively, and are included in cost of sales, selling and administrative expenses and interest expense in the accompanying Condensed Consolidated Statements of Income. As of September 30, and June 30, 2021, the Company had outstanding current obligations to Vitamin Realty of $75 and $65, respectively, included in accounts payable in the accompanying Condensed Consolidated Balance Sheet. Additionally, the Company has operating lease obligations of $2,207 and $2,327 with Vitamin Realty as noted in the accompany Condensed Consolidated Balance Sheet as of September 30, and June 30, 2021, respectively.

Other Operating Lease Liabilities. The Company has entered into certain non-cancelable operating lease agreements expiring up through May, 2023, related to machinery and equipment and office equipment.

As of September 30, 2021, the Company’s right-of-use assets, lease obligations and remaining cash commitment on these leases were as follows:

	Right-of-use Assets		Current Portion of Operating Lease Obligations		Operating Lease Obligations		Remaining Cash Commitment
Vitamin Realty Leases	$	2,203	$	489	$	1,718	$	2,396
Machinery and equipment leases		2		2		-		2
Office equipment leases		34		8		26		40
	$	2,239	$	499	$	1,744	$	2,438

As of June 30, 2021, the Company’s ROU assets, lease obligations and remaining cash commitment on these leases were as follows:

	Right-of-use Assets		Current Portion Operating Lease Obligations		Operating Lease Obligations		Remaining Cash Commitment
Vitamin Realty Leases	$	2,322	$	485	$	1,842	$	2,537
Machinery and equipment leases		5		5		-		5
Office equipment leases		38		10		28		44
	$	2,365	$	500	$	1,870	$	2,586

As of September 30, and June 30, 2021, the Company’s weighted average discount rate is approximately 3.86% and 3.75%, respectively, and the remaining term on lease liabilities is approximately 4.1 years and 4.4 years, respectively.

Supplemental cash flows information related to leases for the three months ended September 30, 2021, is as follows:

	Related Party - Vitamin Realty		Other Leases		Totals
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	141	$	26	$	167
Operating cash flows from finance leases		-		-		-
Financing cash flows from finance lease obligations		-		-		-

Supplemental cash flows information related to leases for the three months ended September 30, 2020, is as follows:

	Related Party - Vitamin Realty		Other Leases		Totals
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	141	$	24	$	165
Operating cash flows from finance leases		-		1		1
Financing cash flows from finance lease obligations		-		37		37

The Company did not enter into any lease commitments in the three months ended September 30, 2021.

Maturities of operating lease liabilities as of September 30, 2021 were as follows:

Year	Operating			Related Party
ending	Lease			Operating Lease
June 30,	Commitment			Commitment			Total
2022, remaining	$	10		$	424		$	434
2023		9			565			574
2024		9			563			572
2025		9			533			542
2026		5			311			316
Total minimum lease payments		42			2,396			2,438
Imputed interest		(6	)		(189	)		(195	)
Total	$	36		$	2,207		$	2,243

Total rent expense, lease amortization costs and interest expense, including real estate taxes and maintenance charges, was approximately $266 and $265 for the three months ended September 30, 2021 and 2020, respectively. Rent and lease amortization and interest expense are included in cost of sales, selling and administrative expenses and interest expense in the accompanying Condensed Consolidated Statements of Income.

(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.

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Note 7 - Related Party Transactions

15 Months Ended

Sep. 30, 2021

Notes to Financial Statements

Related Party Transactions Disclosure [Text Block]

Note 7. Related Party Transactions

See Note 6(a). Leases for related party lease transactions.

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Note 8 - Segment Information and Disaggregated Revenue

15 Months Ended

Sep. 30, 2021

Notes to Financial Statements

Segment Reporting Disclosure [Text Block]

Note 8. Segment Information and Disaggregated Revenue

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 two reportable segments as follows: Contract Manufacturing, and Other Nutraceutical Businesses. The international sales, concentrated primarily in Europe and Canada, for the three months ended September 30, 2021 and 2020 were $2,220 and $1,467, respectively.

Financial information relating to the three months ended September 30, 2021 and 2020 operations by business segment and disaggregated revenues was as follows:

		Sales, Net						Segment
		U.S.		International				Gross				Capital
		Customers		Customers		Total		Profit		Depreciation		Expenditures
Contract Manufacturing	2021	$	10,145	$	2,190	$	12,335	$	1,301	$	84	$	131
	2020		13,324		1,462		14,786		2,255		82		50
Other Nutraceutical Businesses	2021		386		30		416		123		1		-
	2020		381		5		386		118		1		3
Total Company	2021		10,531		2,220		12,751		1,424		85		131
	2020		13,705		1,467		15,172		2,373		83		53

	Total Assets as of
	September 30,		June 30,
	2021		2021
Contract Manufacturing	$	19,968	$	21,333
Other Nutraceutical Businesses		4,368		4,107
Total Company	$	24,336	$	25,440

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Significant Accounting Policies (Policies)

15 Months Ended

Sep. 30, 2021

Accounting Policies [Abstract]

Basis of Accounting, Policy [Policy Text Block]

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 8-03 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 (“GAAP”). 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, 2021 (“Form 10-K”), as filed with the SEC. The June 30, 2021 balance sheet was derived from audited financial statements, but does not include all disclosures required by GAAP. The preparation of the unaudited condensed financial statements in conformity with these accounting principles requires management to make estimates and assumptions that affect the amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the period. Ultimate results could differ from the estimates of management. The results of operations for the three months ended September 30, 2021 are not necessarily indicative of the results for the full fiscal year ending June 30, 2022 or for any other period.

Nature of Operations [Policy Text Block]

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 Manhattan Drug Company, Inc. (“MDC”), which manufactures vitamins and nutritional supplements for sale to distributors, multilevel marketers and specialized health-care providers and (b) Other Nutraceutical Businesses which includes the operations of (i) AgroLabs, Inc. (“AgroLabs”), which distributes healthful nutritional products for sale through major mass market, grocery and drug and vitamin retailers, under the following brands: Peaceful Sleep, Wheatgrass and other products which are being introduced into the market (these are referred to as our branded products), (ii) The Vitamin Factory (the “Vitamin Factory”), which sells private label MDC products, as well as our AgroLabs products, through the Internet, (iii) IHT Health Products, Inc. (“IHT”) a distributor of fine natural botanicals, including multi minerals produced under a license agreement, (iv) MDC Warehousing and Distribution, Inc., a service provider for warehousing and fulfillment services and (v) Chem International, Inc. (“Chem”), a distributor of certain raw materials for DSM Nutritional Products LLC.

New Accounting Pronouncements, Policy [Policy Text Block]

Accounting Pronouncements Recently Adopted

On August 28, 2018, the Financial Accounting Standards Board (“FASB”) issued ASU 2018-13, Fair Value Measurement: Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement (Topic 820), which changes the fair value measurement disclosure requirements of ASC 820.

This ASU removes certain disclosure requirements regarding the amounts and reasons for transfers between Level 1 and Level 2 of the fair value hierarchy and the policy for timing of transfers between the levels. This ASU also adds disclosure requirements regarding unrealized gains and losses included in Other Comprehensive Income for recurring Level 3 fair value measurements and the range and weighted average of unobservable inputs used in Level 3 fair value measurements. ASU 2018-13 is effective for the fiscal year beginning July 1, 2021, including interim periods therein. Early adoption is permitted for any eliminated or modified disclosures upon issuance of ASU 2018-13. This new guidance did not have a material impact on the Company’s Condensed Consolidated Financial Statements.

Aside from the adoption of ASUs, as described above, there have been no material changes during fiscal year 2021 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, 2021.

Revenue from Contract with Customer [Policy Text Block]

Revenue Recognition. The Company recognizes product sales revenue, the prices of which are fixed and determinable, when title and risk of loss have transferred to the customer, when estimated provisions for product returns, rebates, charge-backs and other sales allowances are reasonably determinable, and when collectability is reasonably assured. Accruals for these items are presented in the consolidated financial statements as reductions to sales. The Company’s net sales represent gross sales invoiced to customers, less certain related charges for discounts, returns, rebates, charge-backs and other allowances. Cost of sales includes the cost of raw materials and all labor and overhead associated with the manufacturing and packaging of the products. Gross margins are affected by, among other things, changes in the relative sales mix among our products and valuation and/or charge off of slow moving, expired or obsolete inventories. To perform revenue recognition for arrangements within the scope of ASC 606, the Company performs the following five steps:

● identification of the promised goods or services in the contract;

● determination of whether the promised goods or serves are performance obligations including whether they are distinct in the context of the contract;

● measurement of the transaction price, including the constraint on variable consideration;

● allocation of the transaction price to the performance obligations based on estimated selling prices; and

● recognition of revenue when (or as) the Company satisfies each performance obligation. A performance obligation is a promise to transfer a distinct good or service to the customer and is the unit of account in ASC 606.

Income Tax, Policy [Policy Text Block]

Income Taxes. The Company accounts for income taxes using the asset and liability method. Accordingly, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in the tax rate is recognized in income or expense in the period that the change is effective. Tax benefits are recognized when it is probable that the deduction will be sustained. A valuation allowance is established when it is more likely than not that all or a portion of a deferred tax asset will not be realized. For the three months ended September 30, 2021 and 2020, we had a net federal income tax benefit of $38 and a deferred income tax expense of $273, respectively and state income tax expense, net of approximately $61 and $154, in the three months ended September 30, 2021 and 2020, respectively.  The net federal income tax benefit of $38 in the three months ended September 30, 2021, includes the release of $128 of the allowance on deferred tax assets.

Lessee, Leases [Policy Text Block]

Leases. We determine if an arrangement is a lease at inception. Operating leases are included in operating lease right-of-use (“ROU”) assets, other current liabilities, and operating lease liabilities on our consolidated balance sheets. Finance leases are included in property and equipment, current portion of long term debt, and long-term debt obligation on our consolidated statement of financial condition.  

Operating lease ROU assets and operating lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date. As most of our leases do not provide an implicit rate, we use our incremental borrowing rate based on the information available at commencement date in determining the present value of future payments. The operating lease ROU asset also includes any lease payments made and excludes lease incentives and initial direct costs incurred. Our lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term.

We have lease agreements with lease and non-lease components, which are generally accounted for separately. For certain equipment leases, such as vehicles, we account for the lease and non-lease components as a single lease component.

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, subject to anti-dilution limitations using the treasury stock method.

In each of the three months ended September 30, 2021 and 2020, there were no stock options that were not included in the computation of weighted average diluted common shares outstanding.

On November 3, 2021, there were 564,700 stock options authorized by the Board of Directors and to be issued to Company officers, employees and directors with an exercise price to be determined five trading dates after the filing of this Quarterly Report on Form-Q, vesting over one or three years, with terms of either five or ten years.

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Note 2 - Inventories (Tables)

15 Months Ended

Sep. 30, 2021

Notes Tables

Schedule of Inventory, Current [Table Text Block]

	September 30,		June 30,
	2021		2021
Raw materials	$	10,236	$	7,941
Work-in-process		1,344		2,942
Finished goods		1,042		812
Total	$	12,622	$	11,695

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Note 3 - Property and Equipment, Net (Tables)

15 Months Ended

Sep. 30, 2021

Notes Tables

Property, Plant and Equipment [Table Text Block]

	September 30,			June 30,
	2021			2021
Land and building	$	1,250		$	1,250
Leasehold improvements		1,371			1,364
Machinery and equipment		6,415			6,416
Transportation equipment		6			6
		9,042			9,036
Less:  Accumulated depreciation and amortization		(7,299	)		(7,294	)
Total	$	1,743		$	1,742

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Note 4 - Senior Credit Facility (Tables)

15 Months Ended

Sep. 30, 2021

Notes Tables

Schedule of Debt [Table Text Block]

	Principal Amount
	As of September 30, 2021			As of June 30, 2021			Interest Rate			Maturity Date
Revolving advances under Senior Credit
Facility with PNC Bank, National Association	$	1,373		$	2,173			3.25	%	5/15/2024
Installment Note with PNC Bank		140			1,466			3.50	%	5/15/2024
Total outstanding debt		1,513			3,639
Less: Revolving Advances		(1,373	)		(2,173	)
Prepaid financing costs		(4	)		(9	)
Current portion of long term debt, net		(136	)		(1,457	)
Long term debt, net	$	-		$	-

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Note 6 - Leases and Other Commitments and Contingencies (Tables)

15 Months Ended

Sep. 30, 2021

Notes Tables

Lease, Cost [Table Text Block]

	2021						2020
	Related Party - Vitamin Realty		Other Leases		Totals		Related Party - Vitamin Realty		Other Leases		Totals
Operating lease costs	$	141	$	26	$	167	$	141	$	24	$	165
Finance Operating Lease Costs:
Amortization of right-of use assets	$	-	$	-	$	-	$	-	$	12	$	12
Interest on operating lease liabilities		-		-		-		-		1		1
Total finance lease cost	$	-	$	-	$	-	$	-	$	13	$	13

Leases and Remaining Commitments [Table Text Block]

	Right-of-use Assets		Current Portion of Operating Lease Obligations		Operating Lease Obligations		Remaining Cash Commitment
Vitamin Realty Leases	$	2,203	$	489	$	1,718	$	2,396
Machinery and equipment leases		2		2		-		2
Office equipment leases		34		8		26		40
	$	2,239	$	499	$	1,744	$	2,438

	Right-of-use Assets		Current Portion Operating Lease Obligations		Operating Lease Obligations		Remaining Cash Commitment
Vitamin Realty Leases	$	2,322	$	485	$	1,842	$	2,537
Machinery and equipment leases		5		5		-		5
Office equipment leases		38		10		28		44
	$	2,365	$	500	$	1,870	$	2,586

Supplemental Cash Flow Information, Leases [Table Text Block]

	Related Party - Vitamin Realty		Other Leases		Totals
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	141	$	26	$	167
Operating cash flows from finance leases		-		-		-
Financing cash flows from finance lease obligations		-		-		-

	Related Party - Vitamin Realty		Other Leases		Totals
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	141	$	24	$	165
Operating cash flows from finance leases		-		1		1
Financing cash flows from finance lease obligations		-		37		37

Lessee, Operating Lease and Finance Lease, Liability, Maturity [Table Text Block]

Year	Operating			Related Party
ending	Lease			Operating Lease
June 30,	Commitment			Commitment			Total
2022, remaining	$	10		$	424		$	434
2023		9			565			574
2024		9			563			572
2025		9			533			542
2026		5			311			316
Total minimum lease payments		42			2,396			2,438
Imputed interest		(6	)		(189	)		(195	)
Total	$	36		$	2,207		$	2,243

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Note 8 - Segment Information and Disaggregated Revenue (Tables)

15 Months Ended

Sep. 30, 2021

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	2021	$	10,145	$	2,190	$	12,335	$	1,301	$	84	$	131
	2020		13,324		1,462		14,786		2,255		82		50
Other Nutraceutical Businesses	2021		386		30		416		123		1		-
	2020		381		5		386		118		1		3
Total Company	2021		10,531		2,220		12,751		1,424		85		131
	2020		13,705		1,467		15,172		2,373		83		53

	Total Assets as of
	September 30,		June 30,
	2021		2021
Contract Manufacturing	$	19,968	$	21,333
Other Nutraceutical Businesses		4,368		4,107
Total Company	$	24,336	$	25,440

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Note 1 - Principles of Consolidation and Basis of Presentation (Details Textual) - USD ($) $ in Thousands		3 Months Ended
	Nov. 03, 2021	Sep. 30, 2021	Sep. 30, 2020
Deferred Federal Income Tax Expense (Benefit)		$ (38)	$ 273
Deferred State and Local Income Tax Expense (Benefit)		61	$ 154
Valuation Allowance, Deferred Tax Asset, Increase (Decrease), Amount		$ 128
Share-based Payment Arrangement, Option [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount (in shares)		0	0
Share-based Payment Arrangement, Option [Member] | Subsequent Event [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized (in shares)	564,700
Share-based Payment Arrangement, Option [Member] | Subsequent Event [Member] | Minimum [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period (Year)	1 year
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period (Year)	5 years
Share-based Payment Arrangement, Option [Member] | Subsequent Event [Member] | Maximum [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period (Year)	3 years
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period (Year)	10 years

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Note 2 - Inventories - Inventories (Details) - USD ($) $ in Thousands	Sep. 30, 2021	Jun. 30, 2021	Jun. 30, 2020
Raw materials	$ 10,236		$ 7,941
Work-in-process	1,344		2,942
Finished goods	1,042		812
Total	$ 12,622	$ 11,695	$ 11,695

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Note 3 - Property and Equipment, Net (Details Textual) - USD ($) $ in Thousands	3 Months Ended
	Sep. 30, 2021	Sep. 30, 2020
Depreciation, Total	$ 85	$ 83
Fully Depreciated Property [Member]
Property, Plant and Equipment, Disposals	$ 80	$ 12

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Note 3 - Property and Equipment, Net - Property and Equipment, Net (Details) - USD ($) $ in Thousands	Sep. 30, 2021	Jun. 30, 2021	Jun. 30, 2020
Property and equipment, gross	$ 9,042		$ 9,036
Less: Accumulated depreciation and amortization	(7,299)		(7,294)
Total	1,743	$ 1,742	1,742
Land and Building [Member]
Property and equipment, gross	1,250		1,250
Leasehold Improvements [Member]
Property and equipment, gross	1,371		1,364
Machinery and Equipment [Member]
Property and equipment, gross	6,415		6,416
Transportation Equipment [Member]
Property and equipment, gross	$ 6		$ 6

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Note 4 - Senior Credit Facility (Details Textual) $ in Thousands		3 Months Ended
	May 15, 2019 USD ($)	Sep. 30, 2021 USD ($)	Sep. 30, 2020 USD ($)
Proceeds from Sale, Maturity and Collection of Investments, Total		$ 0	$ 96
iBio Stock [Member]
Proceeds from Sale, Maturity and Collection of Investments, Total			$ 96
Amended Loan Agreement [Member]
Senior Notes, Total	$ 11,585
Debt Instrument, Debt Default, Interest Rate Basic Spread	2.00%
Line of Credit Facility Covenant Prepayment Provisions Percentage of Excess Cash flow		25.00%
Amended Loan Agreement [Member] | Term Loan [Member]
Debt Instrument, Face Amount	$ 3,585
Line of Credit Facility, Interest Rate at Period End		3.50%
Number of Consecutive Monthly Installments	84
Number of Consecutive Monthly Installments, Fixed Amount	83
Debt Instrument, Periodic Payment, Total	$ 43
Line of Credit Facility Covenant Prepayment Provisions Percentage of Excess Cash flow	25.00%
Amended Loan Agreement [Member] | Term Loan [Member] | Eurodollar [Member]
Debt Instrument, Basis Spread on Variable Rate	3.00%
Amended Loan Agreement [Member] | Revolving Credit Facility [Member]
Line of Credit Facility, Maximum Borrowing Capacity	$ 8,000
Line of Credit Facility, Interest Rate at Period End		3.25%
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%
Line of Credit Facility, Covenan,t Aggregate Revolving Advance, Appraised Liquidation Value, Inventory Advance Rate	85.00%
Amended Loan Agreement [Member] | Revolving Credit Facility [Member] | Eurodollar [Member]
Debt Instrument, Basis Spread on Variable Rate	2.50%

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Note 4 - Senior Credit Facility and Other Long Term Debt - Debt Outstanding (Details) - USD ($) $ in Thousands	Sep. 30, 2021	Jun. 30, 2021
Total outstanding debt	$ 1,513	$ 3,639
Prepaid financing costs	(4)	(9)
Current portion of long term debt, net	(136)	(1,457)
Long term debt, net	0	0
Convertible Debt [Member]
Current portion of long term debt, net	(136)	(1,457)
Revolving Advances [Member]
Notes Payable	$ 1,373	2,173
Interest rate	3.25%
Less: Revolving Advances	$ (1,373)	(2,173)
Installment Note with PNC Bank [Member]
Notes Payable	$ 140	$ 1,466
Interest rate	3.50%

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Note 5 - Significant Risks and Uncertainties (Details Textual)	3 Months Ended		12 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Jun. 30, 2021
Revenue Benchmark [Member] | Customer Concentration Risk [Member]
Number of Major Customers	2	2	2
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | Contract Manufacturing [Member]
Number of Major Customers	2	2
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | Two Customers [Member]
Concentration Risk, Percentage	91.00%	92.00%
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | Major Customer 1 [Member] | Contract Manufacturing [Member]
Concentration Risk, Percentage	65.00%	69.00%
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | Major Customer 2 [Member] | Contract Manufacturing [Member]
Concentration Risk, Percentage	29.00%	25.00%
Accounts Receivable [Member] | Customer Concentration Risk [Member] | Two Customers [Member]
Concentration Risk, Percentage	85.00%		93.00%
Revenue, Segment Benchmark [Member] | Customer Concentration Risk [Member] | Major Customer 1 [Member] | Branded Nutraceutical [Member]
Concentration Risk, Percentage	10.00%
Number of Employees, Geographic Area [Member] | Unionized Employees Concentration Risk [Member]
Concentration Risk, Percentage	70.00%

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Note 6 - Leases and Other Commitments and Contingencies (Details Textual) $ in Thousands			3 Months Ended
	May 19, 2014 USD ($) ft²	Jan. 05, 2012 USD ($) ft²	Sep. 30, 2021 USD ($)	Sep. 30, 2020 USD ($)	Jun. 30, 2021 USD ($)	Jan. 04, 2012 ft²
Operating Lease, Expense			$ 266	$ 265
Unrelated Party [Member]
Operating Lease, Liability, Total			$ 36
Lessee, Operating Lease, Discount Rate			3.86%		3.75%
Operating Lease, Weighted Average Remaining Lease Term (Year)			4 years 1 month 6 days		4 years 4 months 24 days
Manhattan Drug Company [Member]
Area of Real Estate Property (Square Foot) | ft²		76,161				74,898
Payments for Rent		$ 533
AgroLabs [Member]
Area of Real Estate Property (Square Foot) | ft²	2,700
Payments for Rent	$ 27
Chairman, Chief Executive Office and Major Stockholder [Member]
Percent of Ownership for Warehouse and Office Facilities Leased			100.00%
Vitamin Realty LLC [Member]
Operating Lease, Expense			$ 221	$ 222
Due to Related Parties, Total			75		$ 65
Operating Lease, Liability, Total			$ 2,207		$ 2,327
Minimum [Member]
Lessee, Lease, Term of Contract (Year)			1 year
Maximum [Member]
Lessee, Lease, Term of Contract (Year)			5 years

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Note 6 - Leases and Other Commitments and Contingencies - Lease Expense (Details) - USD ($) $ in Thousands	3 Months Ended
	Sep. 30, 2021	Sep. 30, 2020
Operating lease costs	$ 167	$ 165
Amortization of right-of use assets	0	12
Interest on operating lease liabilities	0	1
Total finance lease cost	0	13
Unrelated Party [Member]
Operating lease costs	26	24
Amortization of right-of use assets	0	12
Interest on operating lease liabilities	0	1
Total finance lease cost	0	13
Vitamin Realty LLC [Member]
Operating lease costs	141	141
Amortization of right-of use assets	0	0
Interest on operating lease liabilities	0	0
Total finance lease cost	$ 0	$ 0

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Note 6 - Leases and Other Commitments and Contingencies - Leases and Commitments (Details) - USD ($) $ in Thousands	Sep. 30, 2021	Jun. 30, 2021
Operating lease right-of-use assets	$ 2,239	$ 2,365
Current portion of operating lease liabilities	499	500
Operating lease liabilities	1,744	1,870
Remaining cash commitment	2,438	2,586
Machinery and Equipment Leases [Member]
Operating lease right-of-use assets	2	5
Current portion of operating lease liabilities	2	5
Operating lease liabilities	0	0
Remaining cash commitment	2	5
Office Equipment Leases [Member]
Operating lease right-of-use assets	34	38
Current portion of operating lease liabilities	8	10
Operating lease liabilities	26	28
Remaining cash commitment	40	44
Vitamin Realty LLC [Member]
Operating lease right-of-use assets	2,203	2,322
Current portion of operating lease liabilities	489	485
Operating lease liabilities	1,718	1,842
Remaining cash commitment	$ 2,396	$ 2,537

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Note 6 - Leases and Other Commitments and Contingencies - Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands	3 Months Ended
	Sep. 30, 2021	Sep. 30, 2020
Operating cash flows from operating leases	$ 167	$ 165
Operating cash flows from finance leases	0	1
Financing cash flows from finance lease obligations	0
Financing cash flows from finance lease obligations	0
Financing cash flows from finance lease obligations	(0)	37
Unrelated Party [Member]
Operating cash flows from operating leases	26	24
Operating cash flows from finance leases	0	1
Financing cash flows from finance lease obligations	0
Financing cash flows from finance lease obligations	0
Financing cash flows from finance lease obligations		37
Vitamin Realty LLC [Member]
Operating cash flows from operating leases	141	141
Operating cash flows from finance leases	0	0
Financing cash flows from finance lease obligations	0
Financing cash flows from finance lease obligations	$ 0
Financing cash flows from finance lease obligations		$ 0

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Note 6 - Leases and Other Commitments and Contingencies - Minimum Rental Commitment for Long-term Non-cancelable Leases (Details) - USD ($) $ in Thousands	Sep. 30, 2021	Jun. 30, 2021
2022, remaining financed lease	$ 434
2023, Financed Lease Obligations	574
2024, Financed Lease Obligations	572
2025, Financed Lease Obligations	542
2026, Financed Lease Obligations	316
Total minimum lease payments, Capital Lease Obligation	2,438
Imputed interest, Capital Lease Obligation	(195)
Total, Capital Lease Obligation	2,243
Vitamin Realty LLC [Member]
2022, remaining operating lease	424
2023, Operating Lease	565
2024, Operating Lease	563
2025, Operating Lease	533
2026, Operating Lease	311
Total minimum lease payments, Operating Lease	2,396
Imputed interest, Operating Lease	(189)
Total, Operating Lease	2,207	$ 2,327
Unrelated Party [Member]
2022, remaining operating lease	10
2023, Operating Lease	9
2024, Operating Lease	9
2025, Operating Lease	9
2026, Operating Lease	5
Total minimum lease payments, Operating Lease	42
Imputed interest, Operating Lease	(6)
Total, Operating Lease	$ 36

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Note 8 - Segment Information and Disaggregated Revenue (Details Textual)	3 Months Ended		15 Months Ended
	Sep. 30, 2021 USD ($)	Sep. 30, 2020 USD ($)	Sep. 30, 2021
Number of Reportable Segments			2
Revenue from Contract with Customer, Including Assessed Tax	$ 12,751,000	$ 15,172,000
Europe and Canada [Member]
Revenue from Contract with Customer, Including Assessed Tax	$ 2,220	$ 1,467

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Note 8 - Segment Information and Disaggregated Revenue - Operations by Business Segment (Details) - USD ($) $ in Thousands	3 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Jun. 30, 2021
Sales, net	$ 12,751	$ 15,172
Gross Profit	1,424	2,373
Depreciation	85	83
Capital Expenditures	131	53
Assets	24,336		$ 25,440
Contract Manufacturing [Member]
Sales, net	12,335	14,786
Gross Profit	1,301	2,255
Depreciation	84	82
Capital Expenditures	131	50
Assets	19,968		21,333
Other Nutraceutical Business [Member]
Sales, net	416	386
Gross Profit	123	118
Depreciation	1	1
Capital Expenditures	0	3
Assets	4,368		$ 4,107
UNITED STATES
Sales, net	10,531	13,705
UNITED STATES | Contract Manufacturing [Member]
Sales, net	10,145	13,324
UNITED STATES | Other Nutraceutical Business [Member]
Sales, net	386	381
Non-US [Member]
Sales, net	2,220	1,467
Non-US [Member] | Contract Manufacturing [Member]
Sales, net	2,190	1,462
Non-US [Member] | Other Nutraceutical Business [Member]
Sales, net	$ 30	$ 5