8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

_________________

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED):

September 2, 2021

________________

INTEGRATED BIOPHARMA, INC.

(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

DELAWARE

(STATE OR OTHER JURISDICTION OF INCORPORATION)

001-31668	22-2407475
(COMMISSION FILE NUMBER)	(I.R.S. EMPLOYER IDENTIFICATION NO.)

225 Long Avenue

Hillside, New Jersey 07205

 (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)

(973) 926-0816

(REGISTRANT’S TELEPHONE NUMBER, INCLUDING AREA CODE)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) 

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 is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth 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.  ☐

Item 2.02. Results of Operations and Financial Condition.

On September 2, 2021, Integrated Biopharma, Inc. (the “Company”) issued a press release announcing its financial results for the quarter and fiscal year ended June 30, 2021. A copy of the press release is furnished as Exhibit 99.1 hereto and is hereby incorporated by reference into this Item 2.02.

The information in this Item 2.02 (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

The following exhibit relating to Item 2.02 shall be deemed to be furnished, and not filed:

99.1 Press Release dated September 2, 2021

-1-

EXHIBIT INDEX

Exhibit	Description
99.1	Press Release dated September 2, 2021

-2-

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	INTEGRATED BIOPHARMA, INC.
Date: September 2, 2021	By:     /s/ Dina L Masi
	Dina L. Masi
	Chief Financial Officer

-3-

EX-99.1

NEWS RELEASE for September 2, 2021

Contact: Dina Masi, CFO

Integrated BioPharma, Inc.

investors@ibiopharma.com

              888.319.6962

Integrated BioPharma Reports Results for its Quarter and Fiscal Year Ended June 30, 2021

HILLSIDE, NEW JERSEY (September 2, 2021) - Integrated BioPharma, Inc. ((OTCQX: INBP)) (the “Company” or “INBP”) reports its financial results for the quarter and fiscal year ended June 30, 2021.

Revenue for the quarter ended June 30, 2021 was $17.1 million compared to $13.5 million for the quarter ended June 30, 2020, an increase of $3.6 million or 26.7%.  The Company had operating income of $1.3 million and $0.6 million in the quarters ended June 30, 2021 and 2020, respectively. 

Revenues for the fiscal year ended June 30, 2021 were $63.6 million compared to $52.8 million for the fiscal year ended June 30, 2020, an increase of $10.8 million or 20.5%.  The Company had operating income for the fiscal year ended June 30, 2021 of $5.8 million compared to operating income of $3.3 million for the fiscal year ended June 30, 2020.

For the quarter ended June 30, 2021, the Company had net income of $4.5 million or $0.15 per share of common stock, compared with net income of $1.9 million or $0.06 per share of common stock for the quarter ended June 30, 2020.  The Company’s diluted net income per share of common stock for the quarters ended June 30, 2021 and 2020 were $0.14 and $0.06 per share of common stock, respectively.

For the fiscal year ended June 30, 2021, the Company had net income of $8.0 million or $0.27 per share of common stock, compared with net income of $4.1 million or $0.14 per share of common stock for the fiscal year ended June 30, 2020.  The Company’s diluted net income per share of common stock for the fiscal years ended June 30, 2021 and 2020 were $0.25 and $0.13 per share of common stock, respectively.

“We are excited to report that our revenue increased by approximately 20.5% in the fiscal year ended June 30, 2021 from the prior fiscal year ended June 30, 2020 and that our revenue from our two significant customers in our Contract Manufacturing Segment remained consistent; representing approximately 92% of total revenue in each of the fiscal years ended June 30, 2021 and 2020,” stated the Co-Chief Executive Officers of the Company, Riva Sheppard and Christina Kay. 

A summary of our financial results for the three months and fiscal years ended June 30, 2021 and 2020 follows:

INTEGRATED BIOPHARMA, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except share and per share amounts)
(Unaudited)
	Three Months Ended						Fiscal Year Ended
	June 30,						June 30,
	2021			2020			2021			2020
Total revenue	$	17,058		$	13,535		$	63,559		$	52,769
Cost of sales		14,786			12,085			54,079			46,042
Gross profit		2,272			1,450			9,408			6,727
Selling and administrative expenses		960			832			3,696			3,468
Operating income		1,312			618			5,784			3,259
Other income (expense), net (1)		1,632			47			1,463			(171	)
Income before income taxes		2,944			665			7,247			3,088
Provision for income taxes		(1,563	)		(1,236	)		(766	)		(1,020	)
Net income	$	4,507		$	1,901		$	8,013		$	4,108
Net earnings per common share:
Basic	$	0.15		$	0.06		$	0.27		$	0.14
Diluted	$	0.14		$	0.06		$	0.25		$	0.13
Weighted average common shares outstanding:
Basic		29,782,814			29,591,328			29,699,065			29,572,255
Diluted		32,487,018			31,728,463			32,113,681			31,157,250

⁽¹⁾  Includes PPP Note forgiveness of $1,659 in the three months and fiscal year ended June 30, 2021 and unrealized gain (loss) on investments, a non-cash item, of $(2), $68, $(53) and $103, respectively.

About Integrated BioPharma Inc. (INBP)

Integrated BioPharma, Inc. is engaged primarily in manufacturing, distributing, marketing and sales of vitamins, nutritional supplements and herbal products. Further information is available at www.ibiopharma.com.

This document contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that involve risks and uncertainties, as well as assumptions, that, if they never materialize or prove incorrect, could cause the results of INBP to differ materially from those expressed or implied by such forward-looking statements. Forward-looking statements generally are identified by the words “expects,” “anticipates,” believes,” intends,” “estimates,” “should,” “would,” “strategy,” “plan” and similar expressions. All statements other than statements of historical fact are statements that could be deemed forward-looking statements and are not guarantees of future performance. Such statements speak only as of the date hereof, are subject to change and should not be relied upon for investment purposes.  INBP undertakes no obligation to revise or update any statements for any reasons. The risks, uncertainties and assumptions include developments in the nutraceutical market and related products and services, risks associate with the outbreak and continuing spread of COVID-19, the Company’s ability to maintain the qualitative and quantitative continued trading qualifications of the OTCQX Best Market and other risks and uncertainties described in the section entitled “Risk Factors” in INBP’s most recent Annual Report on Form 10-K and its subsequent Quarterly Reports on Form 10-Q. Accordingly, INBP cannot give assurance that any of the events anticipated by the forward-looking statements will transpire or occur, or if any of them do so, what impact they will have on the results of operations or financial condition of INBP.