INTEGRATED BIOPHARMA, INC. 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 endedJune 30, 2022 .
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
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 endedJune 30, 2022 . For the six months endedDecember 31, 2022 , our net sales from operations decreased by$2,765 to approximately$24,580 from approximately$27,345 in the six months endedDecember 31, 2021 . Our net sales in the Contract Manufacturing Segment decreased by$3,154 , offset by an increase in our Other Nutraceuticals Segment of$389 . Net sales decreased in our Contract Manufacturing Segment primarily due to decreased sales volumes to Life Extension and Herbalife in the amounts of$2,620 and$504 , respectively. Revenues in the six months endedDecember 31, 2022 were higher than the six months endedDecember 31, 2021 in our Other Nutraceuticals Segment by$389 , primarily due to MDC Warehousing from increased business from a significant customer in this business segment representing approximately 66% of the revenue in the six months endedDecember 31, 2022 in our Other Nutraceuticals Segment. This customer represented 23% of revenues in our Other Nutraceutical Segment in the six months endedDecember 31, 2021 . The loss of any of these customers could have a significant adverse impact on our financial condition and results of operations. For the six months endedDecember 31, 2022 , we had an operating loss of approximately$3 , a decrease of approximately$1,318 from operating income of approximately$1,315 for the six months endedDecember 31, 2021 . Our profit margins decreased from approximately 11.6% of net sales in the six months endedDecember 31, 2021 to approximately 8.4% of net sales in the six months endedDecember 31, 2022 , primarily as a result of the decreased sales in our Contract Manufacturing Segment of approximately$3,154 and increased direct cost of sales for MDC Warehousing of$248 . Our consolidated selling and administrative expenses increased by approximately$211 or approximately 11.4% in the six months endedDecember 31, 2022 compared to the six months endedDecember 31, 2021 . Our salaries and employee benefits increased as a result of increased (i) bonuses of$35 , (ii) base pay of$32 and (iii) payroll taxes and other employee benefits of$79 . Other expenses increased by$60 primarily as a result of increased professional and consulting fees of$25 and the six month period endedDecember 31, 2021 had an offset of$23 to general expenses from an insurance claim reimbursement for property losses incurred from Hurricane IDA. 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. -18-
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We are still experiencing supply chain disruptions relating to fuel refinery and transportation issues as it pertains to both shipping and production of plastics. These issues first arose as result of the COVID-19 pandemic and other geo-political events. 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 other raw 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 the Company's products and impact our operating results. During the first quarter of calendar 2022, the war inUkraine affected our customer's business operations inUkraine andRussia , resulting in the cancelation of some future orders. The war resulted in the imposition of sanctions bythe United States , theUnited Kingdom , and theEuropean Union , that affect the cross-border operations of businesses operating inRussia . In addition, many multinational companies ceased or suspended their operations inRussia . Therefore, the ability to continue operations inRussia by our customers is uncertain. Also, there may be a shortage of Sunflower Oil products in the near future and this may cause delays in production of certain raw materials and may require reformulation of products. Additionally, unrelated to the war, a recent export ban of palm oil products fromIndonesia may play a role in reformulation of many products. This may cause delays in finished products as these items will need to be reformulated and labels updated and printed with the changes, which may cause further delays. 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 endedDecember 31, 2022 , 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 endedJune 30, 2022 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-
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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,
2022 2021 2022 2021
Sales, net 100.0 % 100.0 % 100.0 % 100.0 %
Costs and expenses:
Cost of sales 91.3 % 88.0 % 91.6 % 88.4 %
Selling and administrative 9.0 % 7.0 % 8.4 % 6.8 %
100.3 % 95.0 % 100.0 % 95.2 %
(Loss) income from
operations (0.3% ) 5.0 % (0.0% ) 4.8 %
Other income (expense), net
Interest expense (0.1% ) (0.3% ) (0.1% ) (0.3% )
Realized loss on sale of
investment in iBio Stock (0.3% ) - (0.1% ) -
Unrealized (gain) loss on
investment in iBio Stock 0.3 % (0.2% ) 0.1 % (0.1% )
Other income, net 0.0 % 0.2 % 0.0 % 0.1 %
Other expense, net (0.1% ) (0.3% ) (0.1% ) (0.3% )
(Loss) income before income
taxes (0.4% ) 4.7 % (0.1% ) 4.5 %
Income tax benefit
(expense), net 0.0 % 2.4 % (0.3% ) 1.2 %
Net (loss) income (0.4% ) 7.1 % (0.4% ) 5.7 %
For the Six Months Ended
Sales, net. Sales, net, for the six months endedDecember 31, 2022 and 2021 were$24,580 and$27,345 , respectively, a decrease of 10.1%, and were comprised of the following: Six months ended Dollar Percentage December 31, Change Change 2022 2021 2022 vs 2021 2022 vs 2021 (amounts in thousands) Contract Manufacturing: US Customers$ 20,770 $ 21,874 $ (1,104 ) (5.0% ) International Customers 2,473 4,523 (2,050 ) 45.3 % Net sales, Contract Manufacturing 23,243 26,397 (3,154 ) (11.9% ) OtherNutraceuticals : US Customers 1,337 918 419 45.6 % International Customers - 30 (30 ) (100.0% ) Net sales, Other Nutraceuticals 1,337 948 389 41.0 % Total net sales$ 24,580 $ 27,345 $ (2,765 ) (10.1% ) In the six months endedDecember 31, 2022 and 2021, a significant portion of our consolidated net sales, approximately 88% and 90%, were concentrated among two customers in our Contract Manufacturing Segment, Life Extension and Herbalife. Life Extension and Herbalife represented approximately 66% and 27% and 69% and 25%, respectively, of our Contract Manufacturing Segment's net sales in the six months endedDecember 31, 2022 and 2021, respectively. -20- -------------------------------------------------------------------------------- Revenues in the six months endedDecember 31, 2022 were higher than the six months endedDecember 31, 2021 in our Other Nutraceuticals Segment by$389 , primarily due to MDC Warehousing from increased business from a significant customer in this business segment representing approximately 66% of the revenue in the six months endedDecember 31, 2022 in our Other Nutraceuticals Segment. This customer represented 23% of revenues in our Other Nutraceutical Segment in the six months ended December 31, 2021. A second customer in our Other Nutraceutical Segment represented 15% and 27% of this segment's net sales in the six months endedDecember 31, 2022 and 2021, respectively. The loss of any of these customers could have a significant adverse impact on our financial condition and results of operations. The decrease in net sales of approximately$2,765 was primarily the result of decreased net sales in our Contract Manufacturing Segment of$3,154 primarily due to decreased sales volumes to Life Extension and Herbalife in the amounts of$2,620 and$504 , respectively. Cost of sales. Cost of sales decreased by approximately$1,658 to$22,513 for the six months endedDecember 31, 2022 , as compared to$24,171 for the six months endedDecember 31, 2021 or approximately 7%. Cost of sales increased as a percentage of sales to 91.6% for the six months endedDecember 31, 2022 as compared to 88.4% for the six months endedDecember 31, 2021 . The decrease of 7% 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 the decreased net sales used to offset the fixed manufacturing overhead. Selling and Administrative Expenses. There was an increase in selling and administrative expenses of$211 or approximately 11.4% in the six months endedDecember 31, 2022 as compared to the six months endedDecember 31, 2021 . As a percentage of sales, net, selling and administrative expenses were approximately 8.4% and 6.8% in the six months endedDecember 31, 2022 and 2021, respectively. Our salaries and employee benefits increased by$146 and other selling and administrative expenses increased by$65 . Salaries and employee benefits increased as a result of increased (i) bonuses of$35 , (ii) base pay of$32 and (iii) payroll taxes and other employee benefits of$79 . Other expenses increased by$60 primarily as a result of increased professional and consulting fees of$25 and the six month period endedDecember 31, 2021 had an offset of$23 from an insurance claim reimbursement for property losses incurred from Hurricane IDA. No other component of selling and administrative expenses increased or decreased by more than$15 in the six-month period endedDecember 31, 2022 compared to the same period endedDecember 31, 2021 . Other income (expense), net. Other income (expense), net was approximately$26 for the six months endedDecember 31, 2022 compared to$85 for the six months endedDecember 31, 2021 , and was composed of: Six months ended December 31, 2022 2021 (dollars in thousands) Interest expense$ (25 ) $ (74 ) Realized loss on sale of investment in iBio Stock (35 )
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Unrealized gain (loss) on investment in iBio Stock 27 (42 ) Other income 7 31 Other income (expense), net$ (26 ) $ (85 ) Our interest expense for the six months endedDecember 31, 2022 decreased by$49 from the six-month period endedDecember 31, 2020 , primarily resulting from of lower average daily balances outstanding under the Senior Credit Facility with PNC.
In the six months ended
Also, in the six months endedDecember 31, 2022 , we had an unrealized gain on the remaining iBio Stock of approximately$27 , with an unrealized loss of approximately$42 on the remaining iBio Stock in the six months endedDecember 31, 2021 . The six months endedDecember 31, 2021 had net gains on disposal of fixed assets of$21 and income from back office service agreements of$10 , with no such income items in the six months endedDecember 31, 2022 . -21-
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Income tax benefit (expense), net. For the six months endedDecember 31, 2022 and 2021, we had a state income tax provision of approximately$44 and$165 , respectively and federal income tax expense of$21 in the six months endedDecember 31, 2022 and a federal income tax benefit of$482 in the six months endedDecember 31, 2021 . The net federal income tax benefit of$482 , in the six months endedDecember 31, 2021 , includes the release of$674 of the allowance on deferred tax assets. Net (loss) income. We had a net loss for the six months endedDecember 31, 2022 of approximately$90 compared to net income of approximately$1,547 in the six months endedDecember 31, 2021 . The decrease of approximately$1,637 was primarily the result of decreased operating income of$1,318 and the change in the provision for income taxes of$378 , offset by the decrease in other expense, net of$59 .
For the Three Months Ended
Sales, net. Sales, net, for the three months endedDecember 31, 2022 and 2021 were$12,254 and$14,594 , respectively, a decrease of 16.0%, and are comprised of the following: Three months ended Dollar Percentage December 31, Change Change 2022 2021 2022 vs 2021 2022 vs 2021 (amounts in thousands) Contract Manufacturing: US Customers$ 9,738 $ 11,729 $ (1,961 ) (16.7% ) International Customers 1,914 2,333 (419 ) (18.0% ) Net sales, Contract Manufacturing 11,682 14,062 (2,380 ) (16.9% ) OtherNutraceuticals : US Customers 572 532 40 7.5 % International Customers - - - - Net sales, Other Nutraceuticals 572 532 40 7.5 % Total net sales$ 12,254 $ 14,594 $ (2,340 ) (16.0% ) For the three months endedDecember 31, 2022 and 2021, a significant portion of our consolidated net sales, approximately 91% and 90%, respectively, were concentrated among two customers, Life Extension and Herbalife, in our Contract Manufacturing Segment. Life Extension and Herbalife, represented approximately 70% and 25% and 73% and 21%, respectively, of our Contract Manufacturing Segment's net sales in the three months endedDecember 31, 2022 and 2021, respectively. Revenues in the three months endedDecember 31, 2022 were higher than the three months endedDecember 31, 2021 in our Other Nutraceuticals Segment by$40 , primarily due to MDC Warehousing from increased business from a significant customer in this business segment representing approximately 81% of the revenue in the three months endedDecember 31, 2022 in our Other Nutraceuticals Segment. This customer represented 34% of revenues in our Other Nutraceutical Segment in the three months endedDecember 31, 2021 . This was offset by another customer in our Other Nutraceuticals Segment customer with decreased sales of$117 . This customer represented 34% and 1% of our Other Nutraceuticals Segment net sales in the three months endedDecember 31, 2022 and 2021, respectively. The loss of any of these customers could have a significant adverse impact on our financial condition and results of operations. The decrease in net sales of approximately$2,340 was primarily the result of decreased net sales in our Contract Manufacturing Segment of$2,380 primarily due to decreased sales volumes to Life Extension and Herbalife of$1,724 and$349 , respectively. -22-
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Cost of sales. Cost of sales decreased by approximately$1,660 to$11,184 for the three months endedDecember 31, 2022 , as compared to$12,844 for the three months endedDecember 31, 2021 or approximately 13%. Cost of sales increased as a percentage of sales to 91.3% for the three months endedDecember 31, 2022 as compared to 88.0% for the three months endedDecember 31, 2021 . The decrease of 13% 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 the decreased net sales used to offset the fixed manufacturing overhead. Selling and Administrative Expenses. There was an increase in selling and administrative expenses of$83 , approximately 8.2% in the three months endedDecember 31, 2022 as compared to the three months endedDecember 31, 2021 . As a percentage of sales, net, selling and administrative expenses were approximately 9.0% and 7.0% in the three months endedDecember 31, 2022 and 2021, respectively. The increase of$83 was primarily from an increase in salaries and employee benefit costs of$60 , the offset of$38 to other expenses for damages recovered that were incurred as the result of Hurricane IDA and an increase in professional and consulting fees of$19 , offset by a decrease in employee stock compensation expense of$59 . No other component of selling and administrative expenses increased or decreased by more than$8 in the three-month period endedDecember 31, 2022 compared to the same period endedDecember 31, 2021 .
Other income (expense), net. Other income (expense), net was approximately
Three months ended
December 31,
2022 2021
(dollars in thousands)
Interest expense $ (12 ) $ (42 )
Realized loss on investment in iBio Stock (35 ) -
Unrealized gain (loss) on investment in iBio Stock 31 (22 ) Other income 4 25 Other expense, net$ (12 ) $ (39 ) Our interest expense for the three months endedDecember 31, 2022 decreased by$30 from the three-month period endedDecember 31, 2021 , primarily as the result of lower average daily balances outstanding under the Senior Credit Facility with PNC. In the three months endedDecember 31, 2022 , we sold our remaining iBio Stock, for a loss of$35 with no such sales in the three months endedDecember 31, 2021 . Also, in the three months endedDecember 31, 2022 , we had an unrealized gain on the remaining iBio Stock of approximately$31 , with an unrealized loss of approximately$22 on the remaining iBio Stock in the three months endedDecember 31, 2021 . The three months endedDecember 31, 2021 had net gains on disposal of fixed assets of$21 and income from back office service agreements of$5 , with no such income items in the three months endedDecember 31, 2022 . Income tax benefit (expense), net. For the three months endedDecember 31, 2022 we had a federal income tax benefit of$4 and$444 in the three months endedDecember 31, 2022 and 2021, respectively and state income tax expense, net of approximately$14 and$104 , in the three months endedDecember 31, 2022 and 2021, respectively. Net (loss) income. We had a net loss of$55 in the three months endedDecember 31, 2022 compared to net income of$1,031 for the three months endedDecember 31, 2021 . The decrease of approximately$1,086 was primarily the result of the decrease in operating income of$763 and the change in the provision for income taxes of$350 , offset by the decrease in other expense, net of$27 . Seasonality The nutraceutical business can be seasonal. Due to our current customer base in our contract manufacturing segment, our fiscal quarter endingDecember 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. -23-
-------------------------------------------------------------------------------- The Company believes that there are non-seasonal factors that may influence the variability of quarterly results including, but not limited to, general economic and industry conditions that affect consumer spending, changing consumer demands and current news on nutritional supplements. Accordingly, a comparison of the Company's results of operations from consecutive periods is not necessarily meaningful, and the Company's results of operations for any period are not necessarily indicative of future periods.
Liquidity and Capital Resources
The following table sets forth, for the periods indicated, the Company's net
cash flows used in operating, investing and financing activities, its period end
cash and cash equivalents and other operating measures:
For the six months ended
December 31,
2022 2021
(dollars in thousands)
Net cash provided by operating activities $ 948
Cash at end of period$ 1,085 $ 162 AtDecember 31, 2022 , our working capital was approximately$11,197 , a decrease of$166 from our working capital of$11,363 atJune 30, 2022 . Our current assets decreased by$241 offset by the decrease in our current liabilities of$75 . The increase in the current assets is primarily from decreases in inventories and accounts receivable, net in the amounts of$791 and$379 , respectively, offset, by increases in cash$754 and other current assets of$175 . Operating Activities Net cash provided by operating activities of$948 in the six months endedDecember 31, 2022 includes net loss of approximately$90 . 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$680 . Net cash provided by our operations in the six months endedDecember 31, 2022 included cash from our working capital assets and liabilities in the amount of approximately$268 and was primarily the result of decreases in our inventory and accounts receivable, net of$791 and$379 , respectively, offset by an aggregate decrease in accounts payable, accrued expenses and other liabilities of$321 and operating lease obligations of$373 and an increase in prepaid expenses and other assets of$208 . Net cash provided by operating activities of$713 in the six months endedDecember 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 endedDecember 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 . Investing Activities Cash used in investing activities in the six months endedDecember 31, 2022 of approximately$78 was for the purchase of machinery and equipment of$82 offset by proceeds from the sale of iBio Stock in the amount of$4 . Cash used in investing activities of$287 in the six months endedDecember 31, 2021 was for the purchase of machinery and equipment of$308 offset by proceeds from the sale of fully depreciated machinery and equipment of$21 . -24- --------------------------------------------------------------------------------
Financing Activities Cash used in financing activities was approximately$116 for the six months endedDecember 31, 2022 , and was primarily from repayments of net advances under our revolving credit facility of$101 and principal payments under our financed lease obligations of$15 . Cash used in financing activities was approximately$474 for the six months endedDecember 31, 2021 , and was primarily from repayments of principal payments under our term note in the amount of$1,453 , offset by net advances under our revolving credit facility of approximately$972 and proceeds from exercised stock options of$7 . As ofDecember 31, 2022 , we had cash of$1,085 , funds available under our revolving credit facility of approximately$6,104 and working capital of approximately$11,197 . We had an operating loss of$3 , in the six months endedDecember 31, 2022 , which included non-cash expenses of$348 such as amortization, depreciation and employee stock compensation expense. 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 endingFebruary 10, 2023 . Our total annual commitments atDecember 31, 2022 for long term non-cancelable leases of approximately$1,030 consists of obligations under operating leases for facilities and operating lease agreements for the rental of warehouse equipment and office equipment. Capital Expenditures The Company's capital expenditures for the six months endedDecember 31, 2022 and 2021 were approximately$82 and$308 , respectively. The Company has budgeted approximately$500 for capital expenditures for fiscal year 2023. 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 theSEC'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 ofDecember 31, 2022 , 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
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
Item 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
Recent Sales of
None
Purchases of
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 10.1 Lease Agreement betweenElizabeth Industrial Park, LLC c/o Palin Enterprises, andMDC Warehousing and Distribution, Inc. dated
2022 .
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 Furnished herewith
Instance
101.SCH*** Inline XBRL Furnished herewith
Taxonomy Extension
Schema
101.CAL*** Inline XBRL Furnished herewith
Taxonomy Extension
Calculation
101.DEF*** Inline XBRL Furnished herewith
Taxonomy Extension
Definition
101.LAB*** Inline XBRL Furnished herewith
Taxonomy Extension
Labels
101.PRE*** Inline XBRL Furnished herewith
Taxonomy Extension
Presentation
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, 2023 By: /s/ Christina Kay
Christina Kay ,
Co-Chief Executive Officer
Date: February 10, 2023 By: /s/ Riva Sheppard
Riva Sheppard ,
Co-Chief Executive Officer
Date: February 10, 2023 By: /s/ Dina L. Masi
Dina L. Masi ,
Chief Financial Officer & Senior Vice President
-28-
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