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 December 31, 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 and 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.

			Smaller reporting company ☑
Large accelerated filer ☐	Accelerated filer ☐	Non-accelerated filer  ☑	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. 

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

Yes ☐ No ☑

As of February 10, 2022, there were 29,832,944 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 December 31, 2021

INDEX

		Page
	Part I. Financial Information
Item 1.	Condensed Consolidated Statements of Income for the Three and Six Months Ended December 31, 2021 and 2020 (unaudited)	2
	Condensed Consolidated Balance Sheets as of December 31, 2021 and June 30, 2021 (unaudited)	3
	Condensed Consolidated Statement of Stockholders’ Equity for the Six Months Ended December 31, 2021 and 2020 (unaudited)	4
	Condensed Consolidated Statements of Cash Flows for the Six Months Ended December 31, 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	18
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	24
Item 4.	Controls and Procedures	25
	Part II. Other Information
Item 1.	Legal Proceedings	25
Item 1A.	Risk Factors	25
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	25
Item 3.	Defaults Upon Senior Securities	25
Item 4.	Mine Safety Disclosure	26
Item 5.	Other Information	26
Item 6.	Exhibits	26
	Other
Signatures		27

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						Six months ended
	December 31,						December 31,
	2021			2020			2021			2020
Sales, net	$	14,594		$	14,257		$	27,345		$	29,429
Cost of sales		12,844			12,083			24,171			24,882
Gross profit		1,750			2,174			3,174			4,547
Selling and administrative expenses		1,020			930			1,859			1,794
Operating income		730			1,244			1,315			2,753
Other income (expense), net
Interest expense		(42	)		(79	)		(74	)		(155	)
Realized gain on sale of investment in iBio Stock		-			-			-			56
Unrealized loss on investments		(22	)		(44	)		(42	)		(73	)
Other income, net		25			8			31			16
Other income (expense), net		(39	)		(115	)		(85	)		(156	)
Income before income taxes		691			1,129			1,230			2,597
Income tax benefit (expense), net		340			95			317			(332	)
Net income	$	1,031		$	1,224		$	1,547		$	2,265
Basic earnings per common share	$	0.04		$	0.04		$	0.05		$	0.08
Diluted earnings per common share	$	0.03		$	0.04		$	0.05		$	0.07

Weighted average common shares outstanding - basic	29,823,919	29,658,661	29,823,029	29,652,302
Add: Equivalent shares outstanding	2,623,104	2,440,843	2,617,930	2,314,734
Weighted average common shares outstanding - diluted	32,447,023	32,099,504	32,440,959	31,967,036

See accompanying notes to condensed consolidated financial statements.

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INTEGRATED BIOPHARMA, INC. AND ITS SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION

(in thousands, except share and per share amounts)

(Unaudited)

	December 31,			June 30,
	2021			2021
Assets
Current Assets:
Cash	$	162		$	210
Accounts receivable, net		5,467			5,776
Inventories		13,121			11,695
Other current assets		597			317
Total current assets		19,347			17,998
Property and equipment, net		1,798			1,742
Operating lease right-of-use assets (includes $2,083 and $2,322 with a related party)		2,115			2,365
Deferred tax assets, net		3,751			3,268
Security deposits and other assets		60			67
Total Assets	$	27,071		$	25,440
Liabilities and Stockholders' Equity:
Current Liabilities:
Advances under revolving credit facility	$	3,146		$	2,173
Accounts payable (includes $69 and $65 due to related party)		4,243			3,496
Accrued expenses and other current liabilities		1,482			1,610
Current portion of long term debt, net		12			1,457
Current portion of operating lease liabilities (includes $494 and $485 with a related party)		501			500
Total current liabilities		9,384			9,236
Operating lease liabilities (includes $1,592 and $1,842 with a related party)		1,617			1,870
Total liabilities		11,001			11,106
Commitments and Contingencies
Stockholders' Equity :
Common Stock, $0.002 par value; 50,000,000 shares authorized;
29,866,844 and 29,838,177 shares issued and
29,831,944 and 29,803,277 and shares outstanding, respectively		60			60
Additional paid-in capital		50,705			50,516
Accumulated deficit		(34,596	)		(36,143	)
Less: Treasury stock, at cost, 34,900 shares		(99	)		(99	)
Total Stockholders' Equity		16,070			14,334
Total Liabilities and Stockholders' Equity	$	27,071		$	25,440

See accompanying notes to condensed consolidated financial statements.

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INTEGRATED BIOPHARMA, INC. AND ITS SUBSIDIARIES

CONDENSED CONSOLIDATED FINANCIAL STATEMENTS OF STOCKHOLDERS’ EQUITY

FOR THE SIX MONTHS ENDED DECEMBER 31, 2021 AND 2020

(in thousands, except share and per share amounts)

(Unaudited)

FOR THE SIX MONTHS ENDED DECEMBER 31,  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 employee 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
Stock compensation expense for employee stock options		-		-		145		-			-		-			145
Shares issued upon exercise of employee stock options		11,667		-		3		-			-		-			3
Net income		-		-		-		1,031			-		-			1,031
Balance, December 31, 2021		29,866,844	$	60	$	50,705	$	(34,596	)		34,900	$	(99	)	$	16,070

FOR THE SIX MONTHS ENDED DECEMBER 31,  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
Stock compensation expense for employee stock options		-		-		86		-			-		-			86
Shares issued upon exercise of employee stock options		35,000		-		7		-			-		-			7
Net income		-		-		-		1,224			-		-			1,224
Balance, December 31, 2020		29,715,843	$	59	$	50,364	$	(41,891	)		34,900	$	(99	)	$	8,433

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)

	Six months ended
	December 31,
	2021			2020
Cash flows provided by operating activities:
Net income	$	1,547		$	2,265
Adjustments to reconcile net income to net cash from operating activities:
Depreciation and amortization		164			170
Amortization of operating lease right-of-use assets		251			241
Stock based compensation		182			94
Change in deferred tax assets		(482	)		26
Realized gain on sale of investment in iBio Stock		-			(56	)
Unrealized loss on investment in iBio Stock		42			73
Other, Net		(6	)		19
Changes in operating assets and liabilities:
Decrease (increase) in:
Accounts receivable, net		309			970
Inventories		(1,426	)		(3,815	)
Other current assets		(313	)		(240	)
Security deposits and other assets		(9	)		(25	)
(Decrease) increase in:
Accounts payable		835			1,758
Accrued expenses and other liabilities		(129	)		(74	)
Operating lease obligations		(252	)		(242	)
Net cash provided by operating activities		713			1,164
Cash flows from investing activities:
Purchase of property and equipment		(308	)		(117	)
Proceeds from sale of iBio Stock		-			96
Proceeds from sale of machinery and equipment		21			-
Net cash used in investing activities		(287	)		(21	)
Cash flows from financing activities:
Advances under revolving credit facility		28,574			28,579
Proceeds from exercise of employee stock options		7			7
Repayments of advances under revolving credit facility		(27,602	)		(29,151	)
Repayments under term note payables		(1,453	)		(862	)
Repayments under finance lease obligations		-			(75	)
Net cash used in financing activities		(474	)		(1,502	)
Net decrease in cash		(48	)		(359	)
Cash at beginning of period		210			402
Cash at end of period	$	162		$	43

Supplemental disclosures of cash flow information:
Interest paid	$	59	$	123
Income taxes paid	$	371	$	258

Supplemental disclosures of non-cash flow transactions:
Amount owed on purchase of property and equipment	$	2	$	32

See accompanying notes to condensed consolidated financial statements.

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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 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 and six months ended December 31, 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.

- 6-

INTEGRATED BIOPHARMA, INC. AND ITS SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share amounts)

(Unaudited)

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.

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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)

For the three months ended December 31, 2021 and 2020, the Company had a federal income tax benefit of $444 and $252, respectively and state income tax expense, net of approximately $104 and $157, respectively.  For the six months ended December 31, 2021 and 2020, the Company had a federal income tax benefit of $482 and a federal deferred tax expense of $21, respectively and state income tax expense, net of approximately $165 and $311, respectively.  The net federal income tax benefit of $444 and $252, in the three months ended December 31, 2021 and 2020, respectively, includes the release of $546 and $424 of the allowance on deferred tax assets, respectively. The net federal income tax benefit of $482, in the six months ended December 31, 2021, includes the release of $674 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.

The following options and potentially dilutive shares for stock options 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, 2021 and 2020:

	Three Months Ended				Six Months Ended
	December 31,				December 31,
	2021		2020		2021		2020
Anti-dilutive stock options		115,000		770,000		115,000		770,000
Total anti-dilutive shares		115,000		770,000		115,000		770,000

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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 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:

	December 31,		June 30,
	2021		2021
Raw materials	$	10,253	$	7,941
Work-in-process		1,734		2,942
Finished goods		1,134		812
Total	$	13,121	$	11,695

Note 3. Property and Equipment, net

Property and equipment, net consists of the following:

	December 31,			June 30,
	2021			2021
Land and building	$	1,250		$	1,250
Leasehold improvements		1,371			1,364
Machinery and equipment		6,518			6,416
Transportation equipment		6			6
		9,145			9,036
Less: Accumulated depreciation and amortization		(7,347	)		(7,294	)
Total	$	1,798		$	1,742

Depreciation and amortization expense recorded on property and equipment was $79 and $87 for the three months and $164 and $170 for six months ended December 31, 2021 and 2020, respectively. Additionally, the Company disposed of fully depreciated property of $111 and $17 in the six months ended December 31, 2021 and 2020, respectively and recognized gain on sale of $21 in the six months ended December 31, 2021 and a loss on disposal of $8 on property disposed of in the six months ended December 31, 2020.

-9-

INTEGRATED BIOPHARMA, INC. AND ITS SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share amounts)

(Unaudited)

Note 4. Senior Credit Facility

As of December 31, 2021 and June 30, 2021, the Company had the following debt outstanding:

	Principal Amount						Interest Rate			Maturity Date
	As of December 31, 2021			As of June 30, 2021
Revolving advances under Senior Credit
Facility with PNC Bank, National Association	$	3,146		$	2,173			3.25	%	5/15/2024
Installment Note with PNC Bank, National Association		12			1,466			3.50	%	1/3/2022
Total outstanding debt		3,158			3,639
Less:  Revolving Advances		(3,146	)		(2,173	)
Prepaid financing costs		-			(9	)
Current portion of long term debt, net		(12	)		(1,457	)
Long term debt, net	$	-		$	-

SENIOR CREDIT FACILITY

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, and May 15, 2019.

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. (“iBio Stock”) owned by the Company. Revolving Advances bear interest at PNC’s Base Rate (3.25% as of December 31, 2021 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 December 31, 2021 and June 30, 2021) 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.

- 10-

INTEGRATED BIOPHARMA, INC. AND ITS SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share amounts)

(Unaudited)

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 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 Loan 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 December 31, 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 six months ended December 31, 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 satisfied all the remaining principal payments required under the Term Note on January 3, 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.

Note 5. Significant Risks and Uncertainties

(a) Major Customers. In the three months ended December 31, 2021 and 2020, approximately 90% and 92%, respectively, of consolidated net sales were derived from two customers. These two customers are in the Company’s Contract Manufacturing Segment and represented approximately 73% and 21% and 72% and 24% in the three months ended December 31, 2021 and 2020, respectively of the Contract Manufacturing Segment net sales. In the six months ended December 31, 2021 and 2020, approximately 90% and 92% of consolidated net sales, respectively, were derived from the same two customers and net sales to these two customers represented approximately 69% and 25% in the six months ended December 31, 2021 and 70% and 24% of net sales in the six months ended December 31, 2020, respectively of the Contract Manufacturing Segment net sales. Accounts receivable from these two major customers represented approximately 85% and 93% of total net accounts receivable as of December 31 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.

- 11-

INTEGRATED BIOPHARMA, INC. AND ITS SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share amounts)

(Unaudited)

(b) Other Business Risks. Approximately 72% 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 supply chain issues resulting from the global outbreak of COVID-19, or coronavirus, has caused minor disruptions in the Company's supply chain.  Most of the materials required in the Company's manufacturing process could be obtained from more than one supplier, which assisted in mitigating major disruptions in the Company's business.  The Company continues to pursue qualification of new suppliers and new materials. These minor delays have and continue to delay the Company's standard lead times, in the production and shipment of the Company's customers' supplements, thereby shifting the timing of recognizing the resulting sale.  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. 

The Company also continues to experience supply chain disruptions relating to fuel refinery and transportation issues as it pertains to the production of plastics.  This continues to impact the supply and demand of bottles and caps, key components in the Company's Contract Manufacturing Segment.   Transportation, in general, continues to be an issue in the delay of receiving materials and the Company's ability to meet promised delivery dates to the Company's customers in the Contract Manufacturing Segment. 

Additionally, 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.

While the Company hasn’t, to date, seen a significant negative impact in its margins resulting from the coronavirus outbreak, it is experiencing a slight negative impact on its margins due to inflation and tightened labor markets.

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 approximately 2 to 4 years.

The components of lease expense for the three months ended December 31, 2021 and 2020, were as follows:

	Three months ended December 31,
	2021						2020
	Related Party - Vitamin Realty		Other Leases		Totals		Related Party - Vitamin Realty		Other Leases		Totals
Operating lease costs	$	142	$	21	$	163	$	141	$	25	$	166
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

- 12-

INTEGRATED BIOPHARMA, INC. AND ITS SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share amounts)

(Unaudited)

The components of lease expense for the six months ended December 31, 2021 and 2020, were as follows:

	Six months ended December 31,
	2021						2020
	Related Party - Vitamin Realty		Other Leases		Totals		Related Party - Vitamin Realty		Other Leases		Totals
Operating lease costs	$	283	$	47	$	330	$	283	$	49	$	332
Finance Operating Lease Costs:
Amortization of right-of use assets	$	-	$	-	$	-	$	-	$	24	$	24
Interest on operating lease liabilities		-		-		-		-		2		2
Total finance lease cost	$	-	$	-	$	-	$	-	$	26	$	26

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 executive chairman and 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, 2019 to extend the expiration date to June 1, 2024. This additional lease provides for minimum annual lease payments of $27 with annual increases plus the proportionate share of operating expenses.

Rent expense and lease amortization costs for the three months ended December 31, 2021 and 2020 on these leases were $223 and $221, respectively and $444 and $443 for the six month periods ended December 31, 2021 and 2020, respectively and are included in cost of sales and selling and administrative expenses in the accompanying Condensed Consolidated Statements of Operations. As of December 31, 2021 and June 30, 2021, the Company had outstanding current obligations to Vitamin Realty of $69 and $65, respectively, included in accounts payable in the accompanying Condensed Consolidated Balance Sheet. Additionally, the Company has operating lease obligations of $2,086 and $2,327 with Vitamin Realty as noted in the accompany Condensed Consolidated Balance Sheet as of December 31, 2021 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.

- 13-

INTEGRATED BIOPHARMA, INC. AND ITS SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share amounts)

(Unaudited)

As of December 31, 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	$	2,083	$	494	$	1,592	$	2,255
Machinery and equipment leases		-		-		-		-
Office equipment leases		32		7		25		37
	$	2,115	$	501	$	1,617	$	2,292

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 December 31, 2021 and June 30, 2021, the Company’s weighted average discount rate and remaining term on lease liabilities were approximately 3.86% and 3.75% and 4.0 years and 4.4 years, respectively.

Supplemental cash flows information related to leases for the six months ended December 31, 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	$	283	$	47	$	330
Operating cash flows from finance leases		-		-		-
Financing cash flows from finance lease obligations		-		-		-

Supplemental cash flows information related to leases for the six months ended December 31, 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	$	283	$	48	$	331
Operating cash flows from finance leases		-		2		2
Financing cash flows from finance lease obligations		-		75		75

In the six months ended December 31, 2021, the Company renewed, for one year, an operating lease for office space with an annual commitment of $12.

- 14-

INTEGRATED BIOPHARMA, INC. AND ITS SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share amounts)

(Unaudited)

Maturities of operating lease liabilities as of December 31, 2021 were as follows:

	Operating			Related Party
Year ending	Lease			Operating Lease
June 30,	Commitment			Commitment			Total
2022, remaining	$	5		$	283		$	288
2023		9			565			574
2024		9			563			572
2025		9			533			542
2026		5			311			316
Total minimum lease payments		37			2,255			2,292
Imputed interest		(5	)		(169	)		(174	)
Total	$	32		$	2,086		$	2,118

Total rent expense, lease amortization costs and interest expense, including real estate taxes and maintenance charges, was approximately $265 in each of the three months ended December 31, 2021 and 2020 and $531 and $530 for the six months ended December 31, 2021 and 2020, respectively. Rent and lease amortization is included in cost of sales, selling and administrative expenses 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.

Note 8. Equity Transactions and Stock-Based Compensation

In November, 2021, the Board of Directors authorized the issuance of 564,700 stock options to Company officers, employees and directors with an exercise price ranging from $0.95 to $1.045, vesting over one or three years, with terms of either five or ten years.  For the three and six months ended December 31, 2021 and 2020, the Company incurred stock-based compensation expense of $145 and $85, and $182 and $93, respectively.  The Company expects to record additional stock-based compensation of $616 over the remaining vesting period of approximately three years.

The Company used the following assumptions to calculate the fair value of the stock option grants using the Black-Scholes option pricing model on the measurement date during the six months ended December 31, 2021:

Risk Free Interest Rate		0.01% to 0.78	%
Volatility		115.1% to 169.0	%
Term	4 1/2 to 10 years
Dividend Rate		0.00	%
Closing Price of Common Stock	$	0.95

The Company calculates expected volatility for a stock-based grant based on historic daily stock price observations of its common stock during the period immediately preceding the grant that is equal in length to the expected term of the grant. The expected term of the options is estimated based on the Company’s historical exercise rate and forfeiture rates are estimated based on employment termination experience. The risk free interest rate is based on U.S. Treasury yields for securities in effect at the time of grants with terms approximating the term of the grants. The assumptions used in the Black-Scholes option valuation model are highly subjective, and can materially affect the resulting valuations.

- 15-

INTEGRATED BIOPHARMA, INC. AND ITS SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share amounts)

(Unaudited)

A summary of the Company’s stock option activity, and related information for the six months ended December 31, 2021 follows:

				Weighted
				Average
				Exercise
	Options			Price
Outstanding as of June 30, 2021		3,916,666		$	0.26
Granted		564,700			0.97
Exercised		(28,667	)		0.24
Terminated		(15,033	)		0.33
Expired		-			-
Outstanding as of December 31, 2021		4,437,666		$	0.35
Exercisable at December 31, 2021		3,365,766		$	0.24

Note 9. 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. International sales, concentrated primarily in Europe, for the three months ended December 31, 2021 and 2020 were $2,333 and $1,750, respectively and for the six months ended December 31, 2021 and 2020 were $4,553 and $3,217, respectively.

Financial information relating to the three months ended December 31, 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	$	11,729	$	2,333	$	14,062	$	1,550	$	78	$	177
	2020		12,168		1,704		13,872		2,069		86		64
Other Nutraceutical Businesses	2021		532		-		532		200		1		-
	2020		339		46		385		105		1		-
Total Company	2021		12,261		2,333		14,594		1,750		79		177
	2020		12,507		1,750		14,257		2,174		87		64

- 16-

INTEGRATED BIOPHARMA, INC. AND ITS SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share amounts)

(Unaudited)

Financial information relating to the six months ended December 31, 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	$	21,874	$	4,523	$	26,397	$	2,851	$	162	$	308
	2020		25,492		3,166		28,658		4,325		168		114
Other Nutraceutical Businesses	2021		918		30		948		323		2		-
	2020		720		51		771		222		2		3
Total Company	2021		22,792		4,553		27,345		3,174		164		308
	2020		26,212		3,217		29,429		4,547		170		117

	Total Assets as of
	December 31,		June 30,
	2021		2021
Contract Manufacturing	$	22,183	$	21,333
Other Nutraceutical Businesses		4,888		4,107
Total Company	$	27,071	$	25,440

-17-

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 six months ended December 31, 2021, our net sales from operations decreased by $2,084 to approximately $27,345 from approximately $29,429 in the six months ended December 31, 2020. Our net sales in the Contract Manufacturing Segment decreased by $2,261, offset by an increase in our Other Nutraceuticals Segment of $177. Net sales decreased in our Contract Manufacturing Segment primarily due to decreased sales volumes to Life Extension and Herbalife in the amounts of $1,969 and $390, respectively. For the six months ended December 31, 2021, we had operating income of approximately $1,315, a decrease of approximately $1,438 from operating income of approximately $2,753 for the six months ended December 31, 2020. Our profit margins decreased from approximately 15.5% of net sales in the six months ended December 31, 2020 to approximately 11.6% of net sales in the six months ended December 31, 2021, primarily as a result of the decreased sales in our Contract Manufacturing Segment of approximately $2,261 and increased direct manufacturing costs of $541. Our consolidated selling and administrative expenses increased by approximately $65 or approximately 3.6% in the six months ended December 31, 2021 compared to the six months ended December 31, 2020. Our employee stock compensation expense increased by $88 which was offset by a decrease in expected losses on customer receivables of $18.

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 supply chain issues resulting from the global outbreak of COVID-19, or coronavirus, has caused minor disruptions in our supply chain.  Most of the materials required in our manufacturing process could be obtained from more than one supplier, which assisted in mitigating major disruptions in our business.  We continue to pursue qualification of new suppliers and new materials. These minor delays have and continue to delay our standard lead times, in the production and shipment of our customers supplements, thereby shifting the timing of recognizing the resulting sale.  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.

-18-

We also continue to experience supply chain disruptions relating to fuel refinery and transportation issues as it pertains to the production of plastics.  This continues to impact 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. 

Additionally, 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 our products and impact our operating results.

While we haven’t, to date, seen a significant negative impact to our margins resulting from the coronavirus outbreak, we are experiencing a slight negative impact on our margins due to inflation and tightened labor markets.

Critical Accounting Policies and Estimates

There have been no changes to our critical accounting policies in the three months ended December 31, 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.

-19-

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						For the six months
	ended December 31,						ended December 31,
	2021			2020			2021			2020
Sales, net		100.0	%		100.0	%		100.0	%		100.0	%
Costs and expenses:
Cost of sales		88.0	%		84.8	%		88.4	%		84.5	%
Selling and administrative		7.0	%		6.5	%		6.8	%		6.1	%
		95.0	%		91.3	%		95.2	%		90.6	%
Income from operations		5.0	%		8.7	%		4.8	%		9.4	%
Other income (expense), net
Interest expense		(0.3%	)		(0.6%	)		(0.3%	)		(0.5%	)
Realized gain on sale of iBio Stock		-			-			-			0.2	%
Unrealized loss on investments		(0.2%	)		(0.3%	)		(0.1%	)		(0.3%	)
Other income, net		0.2	%		0.1	%		0.1	%		0.0	%
Other expense, net		(0.3%	)		(0.8%	)		(0.3%	)		(0.6%	)
Income before income taxes		4.7	%		7.9	%		4.5	%		8.8	%
Income tax benefit (expense), net		2.4	%		0.7	%		1.2	%		(1.1%	)
Net income		7.1	%		8.6	%		5.7	%		7.7	%

For the Six Months Ended December 31, 2021 compared to the Six Months Ended December 31, 2020

Sales, net. Sales, net, for the six months ended December 31, 2021 and 2020 were $27,345 and $29,429, respectively, a decrease of 7.1%, and were comprised of the following:

	Six months ended				Dollar			Percentage
	December 31,				Change			Change
	2021		2020		2021 vs 2020			2021 vs 2020
	(amounts in thousands)
Contract Manufacturing:
US Customers	$	21,874	$	25,492	$	(3,618	)		(14.2	%)
International Customers		4,523		3,166		1,357			42.9	%
Net sales, Contract Manufacturing		26,397		28,658		(2,261	)		(7.9	%)
Other Nutraceuticals:
US Customers		918		720		198			27.5	%
International Customers		30		51		(21	)		(41.2	%)
Net sales, Other Nutraceuticals		948		771		177			23.0	%
Total net sales	$	27,345	$	29,429	$	(2,084	)		(7.1	%)

In the six months ended December 31, 2021 and 2020, a significant portion of our consolidated net sales, approximately 90% and 92%, were concentrated among two customers in our Contract Manufacturing Segment, Life Extension and Herbalife. Life Extension and Herbalife represented approximately 69% and 25% and 70% and 24%, respectively, of our Contract Manufacturing Segment’s net sales in the six months ended December 31, 2021 and 2020, respectively. The loss of any of these customers could have a significant adverse impact on our financial condition and results of operations.

-20-

The decrease in net sales of approximately $2,084 was primarily the result of decreased net sales in our Contract Manufacturing Segment by $2,261 primarily due to decreased sales volumes to Life Extension and Herbalife in the amounts of $1,969 and $390, respectively.

Cost of sales. Cost of sales decreased by approximately $711 to $24,171 for the six months ended December 31, 2021, as compared to $24,882 for the six months ended December 31, 2020 or approximately 3%. Cost of sales increased as a percentage of sales to 88.4% for the six months ended December 31, 2021 as compared to 84.5% for the six months ended December 31, 2020. The decrease of 3% in the cost of goods sold amount is the result in the change of the product mix sold in the Contract Manufacturing Segment and the decrease in net sales. The increase in the cost of goods sold as a percentage of net sales, was primarily the result of increased direct manufacturing costs of 9% and secondarily the result of the decreased net sales used to offset the fixed manufacturing overhead. There were no significant changes in the cost of goods sold in our other segment other than the variances in sales.

Selling and Administrative Expenses. There was an increase in selling and administrative expenses of $65, approximately 4% in the six months ended December 31, 2021 as compared to the six months ended December 31, 2020. As a percentage of sales, net, selling and administrative expenses were approximately 6.8% and 6.1% in the six months ended December 31, 2021 and 2020, respectively. The increase of $65 was primarily from increase in employee stock compensation expense of $88 as a result of issuing stock options in November 2021 and 2020 offset, in part, by a decrease in expected losses on customer receivables of $18.

Other income (expense), net. Other income (expense), net was approximately $85 for the six months ended December 31, 2021 compared to $156 for the six months ended December 31, 2020, and was composed of:

	Six months ended
	December 31,
	2021			2020
	(dollars in thousands)
Interest expense	$	(74	)	$	(155	)
Realized gain on sale of investment in iBio Stock		-			56
Unrealized loss on investment in iBio Stock		(42	)		(73	)
Other income		31			16
Other income (expense), net	$	(85	)	$	(156	)

Our interest expense for the six months ended December 31, 2021 decreased by $81 from the six month period ended December 31, 2020, primarily resulting from of lower average daily balances outstanding under the Senior Credit Facility with PNC.

In the six months ended December 31, 2020, we sold 16,000 shares of iBio Stock for a gain of $56 with no such sales in the six months ended December 31, 2021. Also, in the six months ended December 31, 2021, and 2020, we had an unrealized loss on the remaining iBio Stock of approximately $42 and $73, respectively.

Income tax benefit (expense), net. For the six months ended December 31, 2021 and 2020, we had a state income tax provision of approximately $165 and $311, respectively and a federal income tax benefit of $482 in the six months ended December 31, 2021 and federal income tax expense of $21 in the six months ended December 31, 2020. 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 six months ended December 31, 2021 and 2020 was approximately $1,547 and $2,265, respectively. The decrease of approximately $718 was primarily the result of decreased operating income of $1,438 and offset by the decrease in other expense, net of $71, and the positive change in the provision for income taxes of $649.

-21-

For the Three Months Ended December 31, 2021 compared to the Three Months Ended December 31, 2020

Sales, net. Sales, net, for the three months ended December 31, 2021 and 2020 were $14,594 and $14,257, respectively, an increase of 2.4%, and are comprised of the following:

	Three months ended				Dollar			Percentage
	December 31,				Change			Change
	2021		2020		2021 vs 2020			2021 vs 2020
	(amounts in thousands)
Contract Manufacturing:
US Customers	$	11,729	$	12,168	$	(439	)		(3.6	%)
International Customers		2,333		1,704		629			36.9	%
Net sales, Contract Manufacturing		14,062		13,872		190			1.4	%
Other Nutraceuticals:
US Customers		532		339		193			56.9	%
International Customers		-		46		(46	)		(100.0	%)
Net sales, Other Nutraceuticals		532		385		147			38.2	%
Total net sales	$	14,594	$	14,257	$	337			2.4	%

For the three months ended December 31, 2021 and 2020, a significant portion of our consolidated net sales, approximately 90% and 92%, respectively, were concentrated among two customers, Life Extension and Herbalife, in our Contract Manufacturing Segment. Life Extension and Herbalife, represented approximately 73% and 21% and 72% and 24%, respectively, of our Contract Manufacturing Segment’s net sales in the three months ended December 31, 2021 and 2020, respectively. The loss of any of these customers could have a significant adverse impact on our financial condition and results of operations.

The increase in net sales of approximately $337 was primarily the result of increased net sales in our Contract Manufacturing Segment by $190 primarily due to increased sales volumes to Life Extension of $276 and all other customers of $203, offset by decreases in sales volume to Herbalife in the amount $289, respectively and a combined net increase in net sales in our Other Nutraceuticals Segment of $147.

Cost of sales.  Cost of sales were substantially the same in the each of three months ended December 31, 2021 and 2020, $12,844 as compared to $12,171, respectively. Cost of sales increased as a percentage of sales to 88.0% for the three months ended December 31, 2021 as compared to 84.8% for the three months ended December 31, 2020. The increase of 6% in the cost of goods sold amount is the result in the change of the product mix sold in the Contract Manufacturing Segment and the increase in net sales.  The increase in the cost of goods sold as a percentage of net sales, was primarily the result of increased direct manufacturing costs of 17%.  There were no significant changes in the cost of goods sold in our other segment other than the variances in sales.

Selling and Administrative Expenses. There was an increase in selling and administrative expenses of $90, approximately 9.7% in the three months ended December 31, 2021 as compared to the three months ended December 31, 2020. As a percentage of sales, net, selling and administrative expenses were approximately 7.0% and 6.5% in the three months ended December 31, 2021 and 2020, respectively. The increase of $90 was primarily from increases in (i) employee stock compensation expense of $59 and (ii) salaries and employee benefit costs of $60. These increases were offset, in part by a decrease in other expenses of $36 which includes an insurance recovery of $38 for damages recovered that were incurred as the result of Hurricane IDA. No other component of selling and administrative expenses increased by more than $10 in the three-month period ended December 31, 2021 compared to the same period ended December 31, 2020.

-22-

Other income (expense), net. Other income (expense), net was approximately $39 for the three months ended December 31, 2021 compared to $115 for the three months ended December 31, 2020, and is composed of:

	Three months ended
	December 31,
	2021			2020
	(dollars in thousands)
Interest expense	$	(42	)	$	(79	)
Unrealized loss on investment in iBio Stock		(22	)		(44	)
Other income		25			8
Other expense, net	$	(39	)	$	(115	)

Our interest expense for the three months ended December 31, 2021 decreased by $37 from the three month period ended December 31, 2020, primarily as the result of lower average daily balances outstanding under the Senior Credit Facility with PNC.

Income tax benefit (expense), net. For the three months ended December 31, 2021 and 2020, we had a federal deferred income tax benefit of $444 and $252, respectively, and state income tax expense, net of approximately $104 and $157, in the three months ended December 31, 2021 and 2020, respectively. 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 December 31, 2021 and 2020 was approximately $1,031 and $1,224, respectively. The decrease of approximately $193 was primarily the result of the decrease in operating income of $514 offset by decreases in other expense, net of $76 and in the provision for income taxes of $245.

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.

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.

-23-

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 six months ended
	December 31,
	2021			2020
	(dollars in thousands)
Net cash provided by operating activities	$	713		$	1,164
Net cash used in investing activities	$	(287	)	$	(21	)
Net cash used in financing activities	$	(474	)	$	(1,502	)
Cash at end of period	$	162		$	43

At December 31, 2021, our working capital was approximately $9,963, an increase of $1,201 from our working capital of $8,762 at June 30, 2021. Our current assets increased by $1,349 offset by an increase in our current liabilities of $148. The increase in the current assets is primarily from increases in inventories in the amount of $1,426, offset, in part, by a decrease in accounts receivable, net of $309.

Operating Activities

Net cash provided by operating activities of $713 in the six months ended December 31, 2021 includes net income of approximately $1,547. 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 $1,698. Net cash provided by our operations in the six months ended December 31, 2021 was offset by uses in our working capital assets and liabilities in the amount of approximately $985 and was primarily the result of an increase in our inventory of $1,426, offset by an aggregate increase in accounts payable, accrued expenses and other liabilities of $454.

Net cash provided by operating activities of $1,164 in the six months ended December 31, 2020 includes net income of approximately $2,265. 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 $2,832. Net cash provided by our operations in the six months ended December 31, 2020 was offset by uses in our working capital assets and liabilities in the amount of approximately $1,668 and was primarily the result of an increase in our inventory of $3,815, offset by an aggregate increase in accounts payable, accrued expenses and other liabilities of $1,442 and a decrease in accounts receivable of $970.

Investing Activities

Cash used in investing activities in the six months ended December 31, 2021 of approximately $287 was for the purchase of machinery and equipment of $308 offset by proceeds from the sale of fully depreciated machinery and equipment of $21. Cash used in investing activities of $21 in the six months ended December 31, 2020 was from proceeds of $96 from the sale of iBio Stock offset by the purchase of machinery and equipment of $117.

Financing Activities

Cash used in financing activities was approximately $474 for the six months ended December 31, 2021, and was primarily from repayments of advances under our revolving credit facility of $27,602 and principal payments under our term notes in the amount of $1,453, offset by advances under our revolving credit facility of approximately $28,574.

-24-

Cash used in financing activities was approximately $1,502 for the six months ended December 31, 2020, and was primarily from repayments of advances under our revolving credit facility of $29,151 and principal payments under our term notes in the amount of $862, offset by advances under our revolving credit facility of approximately $28,579.

As of December 31, 2021, we had cash of $162, funds available under our revolving credit facility of approximately $4,025 and working capital of approximately $9,963. Our working capital includes $3,146 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 $1,315 in the six months ended December 31, 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 February 10, 2023.

Our total annual commitments at December 31, 2021 for long term non-cancelable leases of approximately $574 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 six months ended December 31, 2021 and 2020 were approximately $308 and $117, 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.

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.

-25-

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 December 31, 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 December 31, 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

Item 3. DEFAULTS UPON SENIOR SECURITIES

None.

Item 4. MINE SAFETY DISCLOSURE         

Not Applicable.

Item 5. OTHER INFORMATION         

None.

-26-

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)

-27-

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:         February 10, 2022	By: /s/ Christina Kay
	Christina Kay,
	Co-Chief Executive Officer
Date:         February 10, 2022	By: /s/ Riva Sheppard
	Riva Sheppard,
	Co-Chief Executive Officer
Date:         February 10, 2022	By: /s/ Dina L. Masi
	Dina L. Masi,
	Chief Financial Officer & Senior Vice President

-28-

-29-

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: February 10, 2022	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: February 10, 2022	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 December 31, 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:  February 10, 2022	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 December 31, 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.

February 10, 2022	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	6 Months Ended
	Dec. 31, 2021	Feb. 10, 2022
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	Q2
Document Fiscal Year Focus	2022
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Dec. 31, 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 Small Business	true
Entity Filer Category	Non-accelerated Filer
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		29,832,944

XML

Condensed Consolidated Statements of Income (Unaudited) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2021	Dec. 31, 2020
Sales, net	$ 14,594	$ 14,257	$ 27,345	$ 29,429
Cost of sales	12,844	12,083	24,171	24,882
Gross profit	1,750	2,174	3,174	4,547
Selling and administrative expenses	1,020	930	1,859	1,794
Operating income	730	1,244	1,315	2,753
Other income (expense), net
Interest expense	(42)	(79)	(74)	(155)
Realized gain on sale of investment in iBio Stock	0	0	0	56
Unrealized loss on investments	(22)	(44)	(42)	(73)
Other income, net	25	8	31	16
Other income (expense), net	(39)	(115)	(85)	(156)
Income before income taxes	691	1,129	1,230	2,597
Income tax benefit (expense), net	340	95	317	(332)
Net income	$ 1,031	$ 1,224	$ 1,547	$ 2,265
Basic earnings per common share (in dollars per share)	$ 0.04	$ 0.04	$ 0.05	$ 0.08
Diluted earnings per common share (in dollars per share)	$ 0.03	$ 0.04	$ 0.05	$ 0.07
Weighted average common shares outstanding - basic (in shares)	29,823,919	29,658,661	29,823,029	29,652,302
Add: Equivalent shares outstanding (in shares)	2,623,104	2,440,843	2,617,930	2,314,734
Weighted average common shares outstanding - diluted (in shares)	32,447,023	32,099,504	32,440,959	31,967,036

XML

Condensed Consolidated Statements of Financial Condition (Current Period Unaudited) - USD ($) $ in Thousands	Dec. 31, 2021	Jun. 30, 2021
Current Assets:
Cash	$ 162	$ 210
Accounts receivable, net	5,467	5,776
Inventories	13,121	11,695
Other current assets	597	317
Total current assets	19,347	17,998
Property and equipment, net	1,798	1,742
Operating lease right-of-use assets (includes $2,083 and $2,322 with a related party)	2,115	2,365
Deferred tax assets, net	3,751	3,268
Security deposits and other assets	60	67
Total Assets	27,071	25,440
Current Liabilities:
Advances under revolving credit facility	3,146	2,173
Accounts payable (includes $69 and $65 due to related party)	4,243	3,496
Accrued expenses and other current liabilities	1,482	1,610
Current portion of long term debt, net	12	1,457
Current portion of operating lease liabilities (includes $494 and $485 with a related party)	501	500
Total current liabilities	9,384	9,236
Operating lease liabilities (includes $1,592 and $1,842 with a related party)	1,617	1,870
Total liabilities	11,001	11,106
Commitments and Contingencies
Stockholders' Equity :
Common Stock, $0.002 par value; 50,000,000 shares authorized; 29,866,844 and 29,838,177 shares issued and 29,831,944 and 29,803,277 and shares outstanding, respectively	60	60
Additional paid-in capital	50,705	50,516
Accumulated deficit	(34,596)	(36,143)
Less: Treasury stock, at cost, 34,900 shares	(99)	(99)
Total Stockholders' Equity	16,070	14,334
Total Liabilities and Stockholders' Equity	$ 27,071	$ 25,440

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Condensed Consolidated Statements of Financial Condition (Current Period Unaudited) (Parentheticals) - USD ($) $ in Thousands	Dec. 31, 2021	Jun. 30, 2021
Operating lease right-of-use assets	$ 2,115	$ 2,365
Current portion of operating lease liabilities	501	500
Operating lease liabilities	$ 1,617	$ 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)	29,866,844	29,838,177
Common stock, shares outstanding (in shares)	29,831,944	29,803,277
Treasury stock, shares (in shares)	34,900	34,900
Vitamin Realty LLC [Member]
Operating lease right-of-use assets	$ 2,083	$ 2,322
Accounts payable, related parties	69	65
Current portion of operating lease liabilities	494	485
Operating lease liabilities	$ 1,592	$ 1,842

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Condensed Consolidated Financial 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
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, 2020	29,680,843			34,900
Balance at Jun. 30, 2020	$ 59	50,263	(44,156)	$ (99)	6,067
Net income					2,265
Net income					2,265
Balance (in shares) at Dec. 31, 2020	29,715,843			34,900
Balance at Dec. 31, 2020	$ 59	50,364	(41,891)	$ (99)	8,433
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
Stock compensation expense for employee stock options	$ 0	86	0	$ 0	86
Shares issued upon exercise of employee stock options (in shares)	35,000			0
Shares issued upon exercise of employee stock options	$ 0	7	0	$ 0	7
Net income	0	0	1,224	0	1,224
Net income	$ 0	0	1,224	$ 0	1,224
Balance (in shares) at Dec. 31, 2020	29,715,843			34,900
Balance at Dec. 31, 2020	$ 59	50,364	(41,891)	$ (99)	8,433
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 employee stock options (in shares)	17,000			0
Shares issued upon exercise of employee stock options	$ 0	4	0	$ 0	4
Net income	0	0	516	0	516
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
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
Shares issued upon exercise of employee stock options (in shares)					28,667
Net income					$ 1,547
Net income					1,547
Balance (in shares) at Dec. 31, 2021	29,866,844			34,900
Balance at Dec. 31, 2021	$ 60	50,705	(34,596)	$ (99)	16,070
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
Stock compensation expense for employee stock options	$ 0	145	0	$ 0	145
Shares issued upon exercise of employee stock options (in shares)	11,667			0
Shares issued upon exercise of employee stock options	$ 0	3	0	$ 0	3
Net income	0	0	1,031	0	1,031
Net income	$ 0	0	1,031	$ 0	1,031
Balance (in shares) at Dec. 31, 2021	29,866,844			34,900
Balance at Dec. 31, 2021	$ 60	$ 50,705	$ (34,596)	$ (99)	$ 16,070

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Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands	6 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Cash flows provided by operating activities:
Net income	$ 1,547	$ 2,265
Adjustments to reconcile net income to net cash from operating activities:
Depreciation and amortization	164	170
Amortization of operating lease right-of-use assets	251	241
Stock based compensation	182	94
Change in deferred tax assets	(482)	26
Realized gain on sale of investment in iBio Stock	0	(56)
Unrealized loss on investment in iBio Stock	42	73
Other, Net	(6)	19
Changes in operating assets and liabilities:
Accounts receivable, net	309	970
Inventories	(1,426)	(3,815)
Other current assets	(313)	(240)
Security deposits and other assets	(9)	(25)
Accounts payable	835	1,758
Accrued expenses and other liabilities	(129)	(74)
Operating lease obligations	(252)	(242)
Net cash provided by operating activities	713	1,164
Cash flows from investing activities:
Purchase of property and equipment	(308)	(117)
Proceeds from sale of iBio Stock	0	96
Proceeds from sale of machinery and equipment	21	0
Net cash used in investing activities	(287)	(21)
Cash flows from financing activities:
Advances under revolving credit facility	28,574	28,579
Proceeds from exercise of employee stock options	7	7
Repayments of advances under revolving credit facility	(27,602)	(29,151)
Repayments under term note payables	(1,453)	(862)
Repayments under finance lease obligations	0	(75)
Net cash used in financing activities	(474)	(1,502)
Net decrease in cash	(48)	(359)
Cash at beginning of period	210	402
Cash at end of period	162	43
Interest paid	59	123
Income taxes paid	371	258
Amount owed on purchase of property and equipment	$ 2	$ 32

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Note 1 - Principles of Consolidation and Basis of Presentation

6 Months Ended

Dec. 31, 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 and six months ended December 31, 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 December 31, 2021 and 2020, the Company had a federal income tax benefit of $444 and $252, respectively and state income tax expense, net of approximately $104 and $157, respectively.  For the six months ended December 31, 2021 and 2020, the Company had a federal income tax benefit of $482 and a federal deferred tax expense of $21, respectively and state income tax expense, net of approximately $165 and $311, respectively.  The net federal income tax benefit of $444 and $252, in the three months ended December 31, 2021 and 2020, respectively, includes the release of $546 and $424 of the allowance on deferred tax assets, respectively. The net federal income tax benefit of $482, in the six months ended December 31, 2021, includes the release of $674 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.

The following options and potentially dilutive shares for stock options 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, 2021 and 2020:

	Three Months Ended				Six Months Ended
	December 31,				December 31,
	2021		2020		2021		2020
Anti-dilutive stock options		115,000		770,000		115,000		770,000
Total anti-dilutive shares		115,000		770,000		115,000		770,000

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Note 2 - Inventories

6 Months Ended

Dec. 31, 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:

	December 31,		June 30,
	2021		2021
Raw materials	$	10,253	$	7,941
Work-in-process		1,734		2,942
Finished goods		1,134		812
Total	$	13,121	$	11,695

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Note 3 - Property and Equipment, Net

6 Months Ended

Dec. 31, 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:

	December 31,			June 30,
	2021			2021
Land and building	$	1,250		$	1,250
Leasehold improvements		1,371			1,364
Machinery and equipment		6,518			6,416
Transportation equipment		6			6
		9,145			9,036
Less: Accumulated depreciation and amortization		(7,347	)		(7,294	)
Total	$	1,798		$	1,742

Depreciation and amortization expense recorded on property and equipment was $79 and $87 for the three months and $164 and $170 for six months ended December 31, 2021 and 2020, respectively. Additionally, the Company disposed of fully depreciated property of $111 and $17 in the six months ended December 31, 2021 and 2020, respectively and recognized gain on sale of $21 in the six months ended December 31, 2021 and a loss on disposal of $8 on property disposed of in the six months ended December 31, 2020.

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Note 4 - Senior Credit Facility

6 Months Ended

Dec. 31, 2021

Notes to Financial Statements

Debt Disclosure [Text Block]

Note 4. Senior Credit Facility

As of December 31, 2021 and June 30, 2021, the Company had the following debt outstanding:

	Principal Amount						Interest Rate			Maturity Date
	As of December 31, 2021			As of June 30, 2021
Revolving advances under Senior Credit
Facility with PNC Bank, National Association	$	3,146		$	2,173			3.25	%	5/15/2024
Installment Note with PNC Bank, National Association		12			1,466			3.50	%	1/3/2022
Total outstanding debt		3,158			3,639
Less:  Revolving Advances		(3,146	)		(2,173	)
Prepaid financing costs		-			(9	)
Current portion of long term debt, net		(12	)		(1,457	)
Long term debt, net	$	-		$	-

SENIOR CREDIT FACILITY

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, and May 15, 2019.

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. (“iBio Stock”) owned by the Company. Revolving Advances bear interest at PNC’s Base Rate (3.25% as of December 31, 2021 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 December 31, 2021 and June 30, 2021) 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 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 Loan 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 December 31, 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 six months ended December 31, 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 satisfied all the remaining principal payments required under the Term Note on January 3, 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

6 Months Ended

Dec. 31, 2021

Notes to Financial Statements

Concentration Risk Disclosure [Text Block]

Note 5. Significant Risks and Uncertainties

(a) Major Customers. In the three months ended December 31, 2021 and 2020, approximately 90% and 92%, respectively, of consolidated net sales were derived from two customers. These two customers are in the Company’s Contract Manufacturing Segment and represented approximately 73% and 21% and 72% and 24% in the three months ended December 31, 2021 and 2020, respectively of the Contract Manufacturing Segment net sales. In the six months ended December 31, 2021 and 2020, approximately 90% and 92% of consolidated net sales, respectively, were derived from the same two customers and net sales to these two customers represented approximately 69% and 25% in the six months ended December 31, 2021 and 70% and 24% of net sales in the six months ended December 31, 2020, respectively of the Contract Manufacturing Segment net sales. Accounts receivable from these two major customers represented approximately 85% and 93% of total net accounts receivable as of December 31 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 72% 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 supply chain issues resulting from the global outbreak of COVID-19, or coronavirus, has caused minor disruptions in the Company's supply chain.  Most of the materials required in the Company's manufacturing process could be obtained from more than one supplier, which assisted in mitigating major disruptions in the Company's business.  The Company continues to pursue qualification of new suppliers and new materials. These minor delays have and continue to delay the Company's standard lead times, in the production and shipment of the Company's customers' supplements, thereby shifting the timing of recognizing the resulting sale.  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. 

The Company also continues to experience supply chain disruptions relating to fuel refinery and transportation issues as it pertains to the production of plastics.  This continues to impact the supply and demand of bottles and caps, key components in the Company's Contract Manufacturing Segment.   Transportation, in general, continues to be an issue in the delay of receiving materials and the Company's ability to meet promised delivery dates to the Company's customers in the Contract Manufacturing Segment. 

Additionally, 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.

While the Company hasn’t, to date, seen a significant negative impact in its margins resulting from the coronavirus outbreak, it is experiencing a slight negative impact on its margins due to inflation and tightened labor markets.

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Note 6 - Leases and Other Commitments and Contingencies

6 Months Ended

Dec. 31, 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 approximately 2 to 4 years.

The components of lease expense for the three months ended December 31, 2021 and 2020, were as follows:

	Three months ended December 31,
	2021						2020
	Related Party - Vitamin Realty		Other Leases		Totals		Related Party - Vitamin Realty		Other Leases		Totals
Operating lease costs	$	142	$	21	$	163	$	141	$	25	$	166
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

The components of lease expense for the six months ended December 31, 2021 and 2020, were as follows:

	Six months ended December 31,
	2021						2020
	Related Party - Vitamin Realty		Other Leases		Totals		Related Party - Vitamin Realty		Other Leases		Totals
Operating lease costs	$	283	$	47	$	330	$	283	$	49	$	332
Finance Operating Lease Costs:
Amortization of right-of use assets	$	-	$	-	$	-	$	-	$	24	$	24
Interest on operating lease liabilities		-		-		-		-		2		2
Total finance lease cost	$	-	$	-	$	-	$	-	$	26	$	26

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 executive chairman and 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, 2019 to extend the expiration date to June 1, 2024. This additional lease provides for minimum annual lease payments of $27 with annual increases plus the proportionate share of operating expenses.

Rent expense and lease amortization costs for the three months ended December 31, 2021 and 2020 on these leases were $223 and $221, respectively and $444 and $443 for the six month periods ended December 31, 2021 and 2020, respectively and are included in cost of sales and selling and administrative expenses in the accompanying Condensed Consolidated Statements of Operations. As of December 31, 2021 and June 30, 2021, the Company had outstanding current obligations to Vitamin Realty of $69 and $65, respectively, included in accounts payable in the accompanying Condensed Consolidated Balance Sheet. Additionally, the Company has operating lease obligations of $2,086 and $2,327 with Vitamin Realty as noted in the accompany Condensed Consolidated Balance Sheet as of December 31, 2021 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 December 31, 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	$	2,083	$	494	$	1,592	$	2,255
Machinery and equipment leases		-		-		-		-
Office equipment leases		32		7		25		37
	$	2,115	$	501	$	1,617	$	2,292

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 December 31, 2021 and June 30, 2021, the Company’s weighted average discount rate and remaining term on lease liabilities were approximately 3.86% and 3.75% and 4.0 years and 4.4 years, respectively.

Supplemental cash flows information related to leases for the six months ended December 31, 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	$	283	$	47	$	330
Operating cash flows from finance leases		-		-		-
Financing cash flows from finance lease obligations		-		-		-

Supplemental cash flows information related to leases for the six months ended December 31, 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	$	283	$	48	$	331
Operating cash flows from finance leases		-		2		2
Financing cash flows from finance lease obligations		-		75		75

In the six months ended December 31, 2021, the Company renewed, for one year, an operating lease for office space with an annual commitment of $12.

Maturities of operating lease liabilities as of December 31, 2021 were as follows:

	Operating			Related Party
Year ending	Lease			Operating Lease
June 30,	Commitment			Commitment			Total
2022, remaining	$	5		$	283		$	288
2023		9			565			574
2024		9			563			572
2025		9			533			542
2026		5			311			316
Total minimum lease payments		37			2,255			2,292
Imputed interest		(5	)		(169	)		(174	)
Total	$	32		$	2,086		$	2,118

Total rent expense, lease amortization costs and interest expense, including real estate taxes and maintenance charges, was approximately $265 in each of the three months ended December 31, 2021 and 2020 and $531 and $530 for the six months ended December 31, 2021 and 2020, respectively. Rent and lease amortization is included in cost of sales, selling and administrative expenses 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

6 Months Ended

Dec. 31, 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 - Equity Transactions and Stock-based Compensation

6 Months Ended

Dec. 31, 2021

Notes to Financial Statements

Stockholders' Equity Note Disclosure [Text Block]

Note 8. Equity Transactions and Stock-Based Compensation

In November, 2021, the Board of Directors authorized the issuance of 564,700 stock options to Company officers, employees and directors with an exercise price ranging from $0.95 to $1.045, vesting over one or three years, with terms of either five or ten years.  For the three and six months ended December 31, 2021 and 2020, the Company incurred stock-based compensation expense of $145 and $85, and $182 and $93, respectively.  The Company expects to record additional stock-based compensation of $616 over the remaining vesting period of approximately three years.

The Company used the following assumptions to calculate the fair value of the stock option grants using the Black-Scholes option pricing model on the measurement date during the six months ended December 31, 2021:

Risk Free Interest Rate		0.01% to 0.78	%
Volatility		115.1% to 169.0	%
Term	4 1/2 to 10 years
Dividend Rate		0.00	%
Closing Price of Common Stock	$	0.95

The Company calculates expected volatility for a stock-based grant based on historic daily stock price observations of its common stock during the period immediately preceding the grant that is equal in length to the expected term of the grant. The expected term of the options is estimated based on the Company’s historical exercise rate and forfeiture rates are estimated based on employment termination experience. The risk free interest rate is based on U.S. Treasury yields for securities in effect at the time of grants with terms approximating the term of the grants. The assumptions used in the Black-Scholes option valuation model are highly subjective, and can materially affect the resulting valuations.

A summary of the Company’s stock option activity, and related information for the six months ended December 31, 2021 follows:

				Weighted
				Average
				Exercise
	Options			Price
Outstanding as of June 30, 2021		3,916,666		$	0.26
Granted		564,700			0.97
Exercised		(28,667	)		0.24
Terminated		(15,033	)		0.33
Expired		-			-
Outstanding as of December 31, 2021		4,437,666		$	0.35
Exercisable at December 31, 2021		3,365,766		$	0.24

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Note 9 - Segment Information and Disaggregated Revenue

6 Months Ended

Dec. 31, 2021

Notes to Financial Statements

Segment Reporting Disclosure [Text Block]

Note 9. 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. International sales, concentrated primarily in Europe, for the three months ended December 31, 2021 and 2020 were $2,333 and $1,750, respectively and for the six months ended December 31, 2021 and 2020 were $4,553 and $3,217, respectively.

Financial information relating to the three months ended December 31, 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	$	11,729	$	2,333	$	14,062	$	1,550	$	78	$	177
	2020		12,168		1,704		13,872		2,069		86		64
Other Nutraceutical Businesses	2021		532		-		532		200		1		-
	2020		339		46		385		105		1		-
Total Company	2021		12,261		2,333		14,594		1,750		79		177
	2020		12,507		1,750		14,257		2,174		87		64

Financial information relating to the six months ended December 31, 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	$	21,874	$	4,523	$	26,397	$	2,851	$	162	$	308
	2020		25,492		3,166		28,658		4,325		168		114
Other Nutraceutical Businesses	2021		918		30		948		323		2		-
	2020		720		51		771		222		2		3
Total Company	2021		22,792		4,553		27,345		3,174		164		308
	2020		26,212		3,217		29,429		4,547		170		117

	Total Assets as of
	December 31,		June 30,
	2021		2021
Contract Manufacturing	$	22,183	$	21,333
Other Nutraceutical Businesses		4,888		4,107
Total Company	$	27,071	$	25,440

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Significant Accounting Policies (Policies)

6 Months Ended

Dec. 31, 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 and six months ended December 31, 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 December 31, 2021 and 2020, the Company had a federal income tax benefit of $444 and $252, respectively and state income tax expense, net of approximately $104 and $157, respectively.  For the six months ended December 31, 2021 and 2020, the Company had a federal income tax benefit of $482 and a federal deferred tax expense of $21, respectively and state income tax expense, net of approximately $165 and $311, respectively.  The net federal income tax benefit of $444 and $252, in the three months ended December 31, 2021 and 2020, respectively, includes the release of $546 and $424 of the allowance on deferred tax assets, respectively. The net federal income tax benefit of $482, in the six months ended December 31, 2021, includes the release of $674 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.

The following options and potentially dilutive shares for stock options 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, 2021 and 2020:

	Three Months Ended				Six Months Ended
	December 31,				December 31,
	2021		2020		2021		2020
Anti-dilutive stock options		115,000		770,000		115,000		770,000
Total anti-dilutive shares		115,000		770,000		115,000		770,000

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Note 1 - Principles of Consolidation and Basis of Presentation (Tables)

6 Months Ended

Dec. 31, 2021

Notes Tables

Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share [Table Text Block]

	Three Months Ended				Six Months Ended
	December 31,				December 31,
	2021		2020		2021		2020
Anti-dilutive stock options		115,000		770,000		115,000		770,000
Total anti-dilutive shares		115,000		770,000		115,000		770,000

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Note 2 - Inventories (Tables)

6 Months Ended

Dec. 31, 2021

Notes Tables

Schedule of Inventory, Current [Table Text Block]

	December 31,		June 30,
	2021		2021
Raw materials	$	10,253	$	7,941
Work-in-process		1,734		2,942
Finished goods		1,134		812
Total	$	13,121	$	11,695

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Note 3 - Property and Equipment, Net (Tables)

6 Months Ended

Dec. 31, 2021

Notes Tables

Property, Plant and Equipment [Table Text Block]

	December 31,			June 30,
	2021			2021
Land and building	$	1,250		$	1,250
Leasehold improvements		1,371			1,364
Machinery and equipment		6,518			6,416
Transportation equipment		6			6
		9,145			9,036
Less: Accumulated depreciation and amortization		(7,347	)		(7,294	)
Total	$	1,798		$	1,742

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Note 4 - Senior Credit Facility (Tables)

6 Months Ended

Dec. 31, 2021

Notes Tables

Schedule of Debt [Table Text Block]

	Principal Amount						Interest Rate			Maturity Date
	As of December 31, 2021			As of June 30, 2021
Revolving advances under Senior Credit
Facility with PNC Bank, National Association	$	3,146		$	2,173			3.25	%	5/15/2024
Installment Note with PNC Bank, National Association		12			1,466			3.50	%	1/3/2022
Total outstanding debt		3,158			3,639
Less:  Revolving Advances		(3,146	)		(2,173	)
Prepaid financing costs		-			(9	)
Current portion of long term debt, net		(12	)		(1,457	)
Long term debt, net	$	-		$	-

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

6 Months Ended

Dec. 31, 2021

Notes Tables

Lease, Cost [Table Text Block]

	Three months ended December 31,
	2021						2020
	Related Party - Vitamin Realty		Other Leases		Totals		Related Party - Vitamin Realty		Other Leases		Totals
Operating lease costs	$	142	$	21	$	163	$	141	$	25	$	166
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

	Six months ended December 31,
	2021						2020
	Related Party - Vitamin Realty		Other Leases		Totals		Related Party - Vitamin Realty		Other Leases		Totals
Operating lease costs	$	283	$	47	$	330	$	283	$	49	$	332
Finance Operating Lease Costs:
Amortization of right-of use assets	$	-	$	-	$	-	$	-	$	24	$	24
Interest on operating lease liabilities		-		-		-		-		2		2
Total finance lease cost	$	-	$	-	$	-	$	-	$	26	$	26

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	$	2,083	$	494	$	1,592	$	2,255
Machinery and equipment leases		-		-		-		-
Office equipment leases		32		7		25		37
	$	2,115	$	501	$	1,617	$	2,292

	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	$	283	$	47	$	330
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	$	283	$	48	$	331
Operating cash flows from finance leases		-		2		2
Financing cash flows from finance lease obligations		-		75		75

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

	Operating			Related Party
Year ending	Lease			Operating Lease
June 30,	Commitment			Commitment			Total
2022, remaining	$	5		$	283		$	288
2023		9			565			574
2024		9			563			572
2025		9			533			542
2026		5			311			316
Total minimum lease payments		37			2,255			2,292
Imputed interest		(5	)		(169	)		(174	)
Total	$	32		$	2,086		$	2,118

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Note 8 - Equity Transactions and Stock-based Compensation (Tables)

6 Months Ended

Dec. 31, 2021

Notes Tables

Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Table Text Block]

Risk Free Interest Rate		0.01% to 0.78	%
Volatility		115.1% to 169.0	%
Term	4 1/2 to 10 years
Dividend Rate		0.00	%
Closing Price of Common Stock	$	0.95

Share-based Payment Arrangement, Option, Activity [Table Text Block]

				Weighted
				Average
				Exercise
	Options			Price
Outstanding as of June 30, 2021		3,916,666		$	0.26
Granted		564,700			0.97
Exercised		(28,667	)		0.24
Terminated		(15,033	)		0.33
Expired		-			-
Outstanding as of December 31, 2021		4,437,666		$	0.35
Exercisable at December 31, 2021		3,365,766		$	0.24

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Note 9 - Segment Information and Disaggregated Revenue (Tables)

6 Months Ended

Dec. 31, 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	$	11,729	$	2,333	$	14,062	$	1,550	$	78	$	177
	2020		12,168		1,704		13,872		2,069		86		64
Other Nutraceutical Businesses	2021		532		-		532		200		1		-
	2020		339		46		385		105		1		-
Total Company	2021		12,261		2,333		14,594		1,750		79		177
	2020		12,507		1,750		14,257		2,174		87		64

		Sales, Net						Segment
		U.S.		International				Gross				Capital
		Customers		Customers		Total		Profit		Depreciation		Expenditures
Contract Manufacturing	2021	$	21,874	$	4,523	$	26,397	$	2,851	$	162	$	308
	2020		25,492		3,166		28,658		4,325		168		114
Other Nutraceutical Businesses	2021		918		30		948		323		2		-
	2020		720		51		771		222		2		3
Total Company	2021		22,792		4,553		27,345		3,174		164		308
	2020		26,212		3,217		29,429		4,547		170		117

	Total Assets as of
	December 31,		June 30,
	2021		2021
Contract Manufacturing	$	22,183	$	21,333
Other Nutraceutical Businesses		4,888		4,107
Total Company	$	27,071	$	25,440

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Note 1 - Principles of Consolidation and Basis of Presentation (Details Textual) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2021	Dec. 31, 2020
Deferred Federal Income Tax Expense (Benefit)	$ 444	$ 252	$ 482	$ 21
Deferred State and Local Income Tax Expense (Benefit)	104	157	165	$ 311
Valuation Allowance, Deferred Tax Asset, Increase (Decrease), Amount	$ 546	$ 424	$ 674
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount (in shares)	115,000	770,000	115,000	770,000
Share-based Payment Arrangement, Option [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount (in shares)	0	0	0	0

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Note 1 - Principles of Consolidation and Basis of Presentation - Anti-dilutive Securities (Details) - shares	3 Months Ended		6 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2021	Dec. 31, 2020
Anti-dilutive shares (in shares)	115,000	770,000	115,000	770,000
Share-based Payment Arrangement, Option [Member]
Anti-dilutive shares (in shares)	115,000	770,000	115,000	770,000

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Note 2 - Inventories - Inventories (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Jun. 30, 2021
Raw materials	$ 10,253	$ 7,941
Work-in-process	1,734	2,942
Finished goods	1,134	812
Total	$ 13,121	$ 11,695

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Note 3 - Property and Equipment, Net (Details Textual) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2021	Dec. 31, 2020
Depreciation, Total	$ 79	$ 87	$ 164	$ 170
Fully Depreciated Property [Member]
Property, Plant and Equipment, Disposals			111	17
Gain (Loss) on Disposition of Property Plant Equipment, Total			$ 21
Property Not Fully Depreciated [Member]
Gain (Loss) on Disposition of Property Plant Equipment, Total				$ (8)

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Note 3 - Property and Equipment, Net - Property and Equipment, Net (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Jun. 30, 2021
Property and equipment, gross	$ 9,145	$ 9,036
Less: Accumulated depreciation and amortization	(7,347)	(7,294)
Total	1,798	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	6,518	6,416
Transportation Equipment [Member]
Property and equipment, gross	$ 6	$ 6

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Note 4 - Senior Credit Facility (Details Textual) $ in Thousands		6 Months Ended
	May 15, 2019 USD ($)	Dec. 31, 2021 USD ($)	Dec. 31, 2020 USD ($)	Sep. 30, 2021
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	Dec. 31, 2021	Jun. 30, 2021
Total outstanding debt	$ 3,158	$ 3,639
Prepaid financing costs	0	(9)
Current portion of long term debt, net	(12)	(1,457)
Long term debt, net	0	0
Convertible Debt [Member]
Current portion of long term debt, net	(12)	(1,457)
Revolving Advances [Member]
Notes Payable	$ 3,146	2,173
Interest rate	3.25%
Less: Revolving Advances	$ (3,146)	(2,173)
Installment Note with PNC Bank [Member]
Notes Payable	$ 12	$ 1,466
Interest rate	3.50%

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Note 5 - Significant Risks and Uncertainties (Details Textual)	3 Months Ended			6 Months Ended		12 Months Ended
	Dec. 31, 2021	Sep. 30, 2021	Dec. 31, 2020	Dec. 31, 2021	Dec. 31, 2020	Jun. 30, 2021
Revenue Benchmark [Member] | Customer Concentration Risk [Member]
Number of Major Customers	2		2	2	2
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | Contract Manufacturing [Member]
Number of Major Customers		2	2	2	2
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | Two Customers [Member]
Concentration Risk, Percentage	90.00%		92.00%	90.00%	92.00%
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | Major Customer 1 [Member] | Contract Manufacturing [Member]
Concentration Risk, Percentage	73.00%		72.00%	69.00%	70.00%
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | Major Customer 2 [Member] | Contract Manufacturing [Member]
Concentration Risk, Percentage	21.00%		24.00%	25.00%	24.00%
Accounts Receivable [Member] | Customer Concentration Risk [Member] | Two Customers [Member]
Concentration Risk, Percentage				85.00%		93.00%
Number of Employees, Geographic Area [Member] | Unionized Employees Concentration Risk [Member]
Concentration Risk, Percentage				72.00%

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Note 6 - Leases and Other Commitments and Contingencies (Details Textual)			3 Months Ended		6 Months Ended
	May 19, 2014 USD ($) ft²	Jan. 05, 2012 USD ($) ft²	Dec. 31, 2021 USD ($)	Dec. 31, 2020 USD ($)	Dec. 31, 2021 USD ($)	Dec. 31, 2020 USD ($)	Jun. 30, 2021 USD ($)	Jan. 04, 2012 ft²
Operating Lease, Expense			$ 265,000	$ 265,000	$ 531,000	$ 530,000
Operating Lease Renewed for Office Space [Member]
Lessee, Operating Lease, Term of Contract (Year)			1 year		1 year
Lessee, Operating Lease, Liability, Annual Commitment			$ 12		$ 12
Unrelated Party [Member]
Operating Lease, Liability, Total			$ 32,000		$ 32,000
Lessee, Operating Lease, Discount Rate			3.86%		3.86%		3.75%
Operating Lease, Weighted Average Remaining Lease Term (Year)			4 years		4 years		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		$ 533,000
AgroLabs [Member]
Area of Real Estate Property (Square Foot) | ft²	2,700
Payments for Rent	$ 27,000
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			$ 223,000	$ 221,000	$ 444,000	$ 443,000
Due to Related Parties, Total			69,000		69,000		$ 65,000
Operating Lease, Liability, Total			$ 2,086,000		$ 2,086,000		$ 2,327,000
Minimum [Member]
Lessee, Lease, Term of Contract (Year)					2 years

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Note 6 - Leases and Other Commitments and Contingencies - Lease Expense (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2021	Dec. 31, 2020
Operating lease costs	$ 163	$ 166	$ 330	$ 332
Amortization of right-of use assets	0	12	0	24
Interest on operating lease liabilities	0	1	0	2
Total finance lease cost	0	13	0	26
Unrelated Party [Member]
Operating lease costs	21	25	47	49
Amortization of right-of use assets	0	12	0	24
Interest on operating lease liabilities	0	1	0	2
Total finance lease cost	0	13	0	26
Vitamin Realty LLC [Member]
Operating lease costs	142	141	283	283
Amortization of right-of use assets	0	0	0	0
Interest on operating lease liabilities	0	0	0	0
Total finance lease cost	$ 0	$ 0	$ 0	$ 0

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Note 6 - Leases and Other Commitments and Contingencies - Leases and Commitments (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Jun. 30, 2021
Operating lease right-of-use assets	$ 2,115	$ 2,365
Current portion of operating lease liabilities	501	500
Operating lease liabilities	1,617	1,870
Remaining cash commitment	2,292	2,586
Machinery and Equipment Leases [Member]
Operating lease right-of-use assets	0	5
Current portion of operating lease liabilities	0	5
Operating lease liabilities	0	0
Remaining cash commitment	0	5
Office Equipment Leases [Member]
Operating lease right-of-use assets	32	38
Current portion of operating lease liabilities	7	10
Operating lease liabilities	25	28
Remaining cash commitment	37	44
Vitamin Realty LLC [Member]
Operating lease right-of-use assets	2,083	2,322
Current portion of operating lease liabilities	494	485
Operating lease liabilities	1,592	1,842
Remaining cash commitment	$ 2,255	$ 2,537

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Note 6 - Leases and Other Commitments and Contingencies - Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands	6 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Operating cash flows from operating leases	$ 330	$ 331
Operating cash flows from finance leases	0	2
Financing cash flows from finance lease obligations	0
Financing cash flows from finance lease obligations	0
Financing cash flows from finance lease obligations	(0)	75
Unrelated Party [Member]
Operating cash flows from operating leases	47	48
Operating cash flows from finance leases	0	2
Financing cash flows from finance lease obligations	0
Financing cash flows from finance lease obligations	0
Financing cash flows from finance lease obligations		75
Vitamin Realty LLC [Member]
Operating cash flows from operating leases	283	283
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	Dec. 31, 2021	Jun. 30, 2021
2022, remaining financed lease	$ 288
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	2,292
Imputed interest, Capital Lease Obligation	(174)
Total, Capital Lease Obligation	2,118
Vitamin Realty LLC [Member]
2022, remaining operating lease	283
2023, Operating Lease	565
2024, Operating Lease	563
2025, Operating Lease	533
2026, Operating Lease	311
Total minimum lease payments, Operating Lease	2,255
Imputed interest, Operating Lease	(169)
Total, Operating Lease	2,086	$ 2,327
Unrelated Party [Member]
2022, remaining operating lease	5
2023, Operating Lease	9
2024, Operating Lease	9
2025, Operating Lease	9
2026, Operating Lease	5
Total minimum lease payments, Operating Lease	37
Imputed interest, Operating Lease	(5)
Total, Operating Lease	$ 32

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Note 8 - Equity Transactions and Stock-based Compensation (Details Textual) - USD ($) $ / shares in Units, $ in Thousands	1 Months Ended	3 Months Ended		6 Months Ended
	Nov. 30, 2021	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2021	Dec. 31, 2020
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price (in dollars per share)				$ 0.97
Share-based Payment Arrangement, Expense		$ 145	$ 85	$ 182	$ 93
Share-based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Amount, Total		$ 616		$ 616
Share-based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Period for Recognition (Year)				3 years
Share-based Payment Arrangement, Option [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized (in shares)	564,700
Share-based Payment Arrangement, Option [Member] | Minimum [Member]
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price (in dollars per share)	$ 0.95
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] | Maximum [Member]
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price (in dollars per share)	$ 1.045
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 8 - Equity Transactions and Stock-based Compensation - Fair Value of Stock Option Using Black-Scholes Option Pricing Model (Details)	6 Months Ended
	Dec. 31, 2021 $ / shares
Dividend Rate	0.00%
Closing Price of Common Stock (in dollars per share)	$ 0.95
Minimum [Member]
Risk Free Interest Rate	0.01%
Volatility	115.10%
Maximum [Member]
Risk Free Interest Rate	0.78%
Volatility	169.00%

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Note 8 - Equity Transactions and Stock-based Compensation - Summary of the Company's Stock Option Activity, and Related Information (Details) - $ / shares	6 Months Ended
	Dec. 31, 2021
Balance (in shares)	3,916,666
Balance, weighted average exercise price (in dollars per share)	$ 0.26
Granted (in shares)	564,700
Granted, weighted average exercise price (in dollars per share)	$ 0.97
Exercised (in shares)	(28,667)
Exercised, weighted average exercise price (in dollars per share)	$ 0.24
Terminated (in shares)	(15,033)
Terminated, weighted average exercise price (in dollars per share)	$ 0.33
Expired (in shares)	0
Expired, weighted average exercise price (in dollars per share)	$ 0
Balance (in shares)	4,437,666
Balance, weighted average exercise price (in dollars per share)	$ 0.35
Exercisable (in shares)	3,365,766
Exercisable, weighted average exercise price (in dollars per share)	$ 0.24

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Note 9 - Segment Information and Disaggregated Revenue (Details Textual) $ in Thousands	3 Months Ended		6 Months Ended
	Dec. 31, 2021 USD ($)	Dec. 31, 2020 USD ($)	Dec. 31, 2021 USD ($)	Dec. 31, 2020 USD ($)
Number of Reportable Segments			2
Revenue from Contract with Customer, Including Assessed Tax	$ 14,594	$ 14,257	$ 27,345	$ 29,429
Europe and Canada [Member]
Revenue from Contract with Customer, Including Assessed Tax	$ 2,333	$ 1,750	$ 4,553	$ 3,217

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Note 9 - Segment Information and Disaggregated Revenue - Operations by Business Segment (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2021	Dec. 31, 2020	Jun. 30, 2021
Sales, net	$ 14,594	$ 14,257	$ 27,345	$ 29,429
Gross Profit	1,750	2,174	3,174	4,547
Depreciation	79	87	164	170
Capital Expenditures	177	64	308	117
Assets	27,071		27,071		$ 25,440
Contract Manufacturing [Member]
Sales, net	14,062	13,872	26,397	28,658
Gross Profit	1,550	2,069	2,851	4,325
Depreciation	78	86	162	168
Capital Expenditures	177	64	308	114
Assets	22,183		22,183		21,333
Other Nutraceutical Business [Member]
Sales, net	532	385	948	771
Gross Profit	200	105	323	222
Depreciation	1	1	2	2
Capital Expenditures	0	0	0	3
Assets	4,888		4,888		$ 4,107
UNITED STATES
Sales, net	12,261	12,507	22,792	26,212
UNITED STATES | Contract Manufacturing [Member]
Sales, net	11,729	12,168	21,874	25,492
UNITED STATES | Other Nutraceutical Business [Member]
Sales, net	532	339	918	720
Non-US [Member]
Sales, net	2,333	1,750	4,553	3,217
Non-US [Member] | Contract Manufacturing [Member]
Sales, net	2,333	1,704	4,523	3,166
Non-US [Member] | Other Nutraceutical Business [Member]
Sales, net	$ 0	$ 46	$ 30	$ 51