Note

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

of Regulation S-

of the Securities and Exchange Commission (“SEC”) and therefore do

not

include information or footnotes necessary for a complete presentation of financial position, results of operations and cash flows in conformity with accounting principles generally accepted in the United States of America. However, all adjustments (consisting only of normal recurring adjustments) which are, in the opinion of management, necessary for a fair presentation of the financial position and operating results for the periods presented have been included. These condensed consolidated financial statements should be read in conjunction with the financial statements and notes thereto, together with Management’s Discussion and Analysis of Financial Condition and Results of Operations, contained in the Company’s Annual Report on Form

-K for the fiscal year ended

June 30, 2017 (

“Form

-K”), as filed with the SEC. The

June 30, 2017

balance sheet was derived from audited financial statements, but does

not

include all disclosures required by accounting principles generally accepted in the United States of America. The results of operations for the

three

and

six

months ended

December 31, 2017

are

not

necessarily indicative of the results for the full fiscal year ending

June 30, 2018

or for any other period.

Nature of Operations

The

Company is engaged primarily in manufacturing, distributing, marketing and sales of vitamins, nutritional supplements and herbal products. The Company’s customers are located primarily in the United States, Luxembourg and Canada. The Company was previously known as Integrated Health Technologies, Inc. and, prior to that, as Chem International, Inc. The Company was reincorporated in its current form in Delaware in

1995.

The Company continues to do business as Chem International, Inc. with certain of its customers and certain vendors.

The Company

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

Significant Accounting Policies

July 2015,

the F

inancial Accounting Standards Board issued ASU

No.

2015

11,

Simplifying the Measurement of Inventory (Topic

330

), an accounting standard that requires inventory be measured at the lower of cost and net realizable value and options that currently exist for market value be eliminated. The standard defines net realizable value as estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. This new guidance was effective for the Company on

July 1, 2017.

There was

impact on the Company’s condensed consolidated financial statements as the result of the adoption of this ASU.

Aside from the adoption of ASU

No.

2015

11,

as described above, there have been

material changes during fiscal year

2018

in the Company

’s significant accounting policies to those previously disclosed in the Company’s Annual Report on Form

-K for the fiscal year ended

June 30, 2017.

Investment in iBio, Inc

The Company accounts for its investment in iBio, Inc. (“iBio”) common stock on the cost basis as it retained approximately

of its interest in iBio (

1,266,706

common shares) (the “iBio Stock”) at the time of the spin-off of this subsidiary in

August 2008.

The Company reviews its investment in iBio for impairment and records a loss when there is deemed to be a permanent impairment of the investment. To date, there were cumulative impairment charges of approximately

$2,454.

The market value of the iBio Stock as of

December 31, 2017

was approximately

$215

based on the trade price at the close of trading on

December 31, 2017.

The investment in iBio, Inc. is included in other current assets in the accompanying Condensed Consolidated Balance Sheet.

Pursuant to the Company

’s Loan Agreement

with PNC Bank, National Association (“PNC”), as amended on

February 19, 2016,

all the net proceeds from the sale of any of the iBio Stock is to be used to prepay the outstanding principal of the term loan outstanding under the Amended Loan Agreement. (See Note

Senior Credit Facility, Subordinated Convertible Note, net - CD Financial, LLC and other Long Term Debt).

Earnings Per Share

. Basic earnings per common share amounts are based on weighted average number of common shares outstanding. Diluted earnings per share amounts are based on the weighted average number of common shares outstanding, plus the incremental shares that would have been outstanding upon the assumed exercise of all potentially dilutive stock options, warrants, and convertible debt, subject to anti-dilution limitations using the treasury stock method and if converted method.

The following options and potentially dilutive shares for convertible notes payable

(see Note

Senior Credit Facility, Subordinated Convertible Note, net - CD Financial, LLC and other Long Term Debt) were

not

included in the computation of weighted average diluted common shares outstanding as the effect of doing so would be anti-dilutive for the

three

and

six

months ended

December 31, 2017

and

2016:

	Three Months Ended				Six Months Ended
	December 31,				December 31,
	2017		2016		2017		2016

Anti-dilutive stock options		2,496,750		2,935,116		2,496,750		391,033
Anti-dilutive shares for convertible note payable		8,230,769		8,230,769		8,230,769		8,230,769
Anti-dilutive shares		10,727,519		11,165,885		10,727,519		8,621,802