Integrated Biopharma Inc 10-K for FY2024
Integrated Biopharma Inc (INBP)
About this 10-K
Integrated Biopharma Inc filed this 10-K on September 20, 2024, covering the fiscal year ended June 30, 2024 (FY2024).
Headline figures
Fiscal year ended June 30, 2024, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $50.32M
- down 0.7% from $50.67M a year earlier
- Net income
- $112K
- compared with a net loss of $34K a year earlier
- Diluted EPS
- $0.00
- compared with $0.00 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
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FORM
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| For the fiscal year ended | |
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| For the transition period from to |
Commission File Number
INTEGRATED BIOPHARMA, INC.
(Exact name of registrant as specified in its charter)
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| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
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| (Address of principal executive offices) | (Zip code) |
Registrant’s telephone number: (
Securities registered under Section 12(b) of the Exchange Act:
| Title of Each Class | Trading Symbol | Name of Each Exchange on Which Registered |
| None | N/A | None |
Securities registered under Section 12(g) of the Exchange Act:
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
| Yes ☐ | |
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
| Yes ☐ | |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
| | 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).
| | No | | |
Indicate by check mark whether the registrant is a large accelerated filer, a non-accelerated filer, an accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “accelerated filer,” “large accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated Filer ☐ | Accelerated Filer ☐ | | Emerging Growth Company | Smaller reporting company |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
| Yes | No ☒ |
The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant based on the last sale price of the registrant’s Common Stock on December 31, 2023 was $
The number of shares outstanding of each of the registrant’s classes of common equity, as of the latest practicable date:
| Class | Outstanding at September 20, 2024 |
| Common Stock, $.002 par value |
DOCUMENTS INCORPORATED BY REFERENCE
The information required by part III will be incorporated by reference from certain portions of a definitive Proxy Statement which is expected to be filed by the Registrant within 120 days after the close of its fiscal year.
INTEGRATED BIOPHARMA, INC. AND SUBSIDIARIES
FORM 10-K ANNUAL REPORT
INDEX
| Part I |
Page |
|
| Item 1. |
Description of Business |
4 |
| Item 1A. |
Risk Factors |
9 |
| Item 1B. |
Unresolved Staff Comments |
14 |
| Item 1C. | Cybersecurity | 14 |
| Item 2. |
Properties |
15 |
| Item 3. |
Legal Proceedings |
15 |
| Item 4. |
Mine Safety Disclosure |
16 |
| Part II |
||
| Item 5. |
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities |
16 |
| Item 6. |
[Reserved] |
17 |
| Item 7. |
Management’s Discussion and Analysis of Financial Condition and Results of Operations |
17 |
| Item 7A. |
Quantitative and Qualitative Disclosures About Market Risk |
24 |
| Item 8. |
Financial Statements and Supplementary Data |
24 |
| Item 9. |
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure |
25 |
| Item 9A. |
Controls and Procedures |
25 |
| Item 9B. |
Other Information |
26 |
| Item 9C. | Disclosure Regarding Foreign Jurisdictions that Prevent Inspections | 26 |
| Part III |
||
| Item 10. |
Directors, Executive Officers and Corporate Governance |
26 |
| Item 11. |
Executive Compensation |
26 |
| Item 12. |
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters |
26 |
| Item 13. |
Certain Relationships and Related Transactions and Director Independence |
26 |
| Item 14. |
Principal Accountant Fees and Services |
26 |
| Part IV |
||
| Item 15. |
Exhibits and Financial Statement Schedules |
27 |
| Item 16. |
Form10-K Summary |
29 |
| Signatures |
51 |
|
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
Certain statements in this Annual Report on Form 10-K 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, as amended (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 war in Ukraine; the tightened labor markets and inflation; and other factors both referenced and not referenced in this Annual Report. 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 this Annual Report on 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 Annual Report on Form 10-K 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.
PART I
Item 1. Description of Business
General
Integrated BioPharma, Inc., a Delaware corporation (together with its subsidiaries, the “Company”), is engaged primarily in the business of manufacturing, distributing, marketing and sales of vitamins, nutritional supplements and herbal products. The Company’s customers are located primarily in the United States and Luxembourg. The Company was originally incorporated in the state of Delaware on August 31, 1995 under the name Chem International, Inc., on December 5, 2000, changed its name to Integrated Health Technologies, Inc. and, on January 29, 2003, changed its name to Integrated BioPharma, Inc. The Company restated its certificate of incorporation in Delaware in June 2006. 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 distributed healthful nutritional products for sale through major mass market, grocery and drug and vitamin retailers under the following brands: Peaceful Sleep, and Wheatgrass and other products introduced into the market using the AgroLabs name (these are referred to as our branded products); (ii) The Vitamin Factory (the “Vitamin Factory”), which sold 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 fulfilment services and (v) Chem International, Inc., a distributor of certain raw materials for DSM Nutritional Products LLC. The Vitamin Factory had no products available for sale and AgroLabs had no sales of its branded products in each of the fiscal years ended June 30, 2024 and 2023.
Significant Revenues from Major Customers
In the fiscal years ended June 30, 2024 and 2023, a significant portion of our consolidated net sales, approximately 90% and 89%, respectively, were concentrated among two customers, Life Extension Quality Supplements and Vitamins, Inc. (“Life Extension”) and Herbalife Nutrition LTD (“Herbalife”), both customers in our Contract Manufacturing Segment. Life Extension and Herbalife represented approximately 71% and 23% and 70% and 24%, respectively, of our Contract Manufacturing Segment’s net sales in the fiscal years ended June 30, 2024 and 2023, respectively. Thermosource Tooling and Manufacturing, and HotPack Global Inc. (customers of our Other Nutraceutical Businesses Segment), while not significant customers of our consolidated net sales, represented approximately 43%, and 14% and 56% and 16%, respectively, of the Other Nutraceutical Businesses net sales in the fiscal years ended June 30, 2024 and 2023, respectively. The loss of any of these customers could have a significant adverse impact on our financial condition and results of operations.
Raw Materials
The principal raw materials used in the manufacturing process in the Company’s business are natural and synthetic vitamins, minerals, herbs, related nutritional supplements, vegetable and gelatin capsules, coating materials, organic and natural fruit extracts, and the necessary components for packaging the finished products. The raw materials are available from numerous sources within the United States and abroad. The vegetable and gelatin capsules, coating materials and packaging materials are similarly widely available. The Company generally purchases its raw materials, on a purchase order basis, without long-term commitments in each of its operating segments. We have one principal supplier for our Other Nutraceutical Businesses segment, DSM Nutritional Products LLC and several suppliers in our Contract Manufacturing Segment.
Development and Supply Agreement
Effective December 31, 2023, the Company entered into development and supply agreements with Herbalife International of America, Inc. and Herbalife International of Luxembourg S.à.R.L, subsidiaries of Herbalife, pursuant to which the Company develops, manufactures and supplies certain nutritional products to Herbalife. These agreements terminate on December 31, 2025. These agreements do not, however, obligate MDC to supply any particular amount of goods to Herbalife, nor does it obligate Herbalife to commit to a minimum order, if any. In its ordinary course of business, the MDC enters into similar agreements with other customers in connection with its contract manufacturing business.
Seasonality
The nutraceutical business tends to be seasonal. We have found that in our first fiscal quarter ending on September 30th of each year, orders for our branded proprietary nutraceutical products usually slow (absent the addition of new customers or a new product launch with a significant first time order), as buyers in various markets may have purchased sufficient inventory to carry them through the summer months. Conversely, in our second fiscal quarter, ending on December 31st of each year, orders for our products increase as the demand for our branded nutraceutical products, as well as sales orders from our customers in our contract manufacturing segment, seem to increase in late December to early January as consumers become health conscious as they enter the new year.
The Company believes that there are other non-seasonal factors that also 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.
Government Regulations
The manufacturing, processing, formulation, packaging, labeling and advertising of our products are subject to regulation by a number of federal agencies, including the Food and Drug Administration (“FDA”), the Federal Trade Commission (“FTC”), the United States Postal Service, the Consumer Product Safety Commission and the United States Department of Agriculture. Our activities are also regulated by various state and local agencies in states where our products are sold. The FDA is primarily responsible for the regulation of the manufacturing, labeling and sale of our products. The operation of our vitamin manufacturing facility is subject to regulation by the FDA as a dietary supplement manufacturing facility. The United States Postal Service and the FTC regulate advertising claims with respect to the Company’s products. In addition, we manufacture and market certain of our products in compliance with the guidelines promulgated by the United States Pharmacopoeia Convention, Inc. (“USP”) and other voluntary standards organizations.
The Dietary Supplement Health and Education Act of 1994 (“DSHEA”) was enacted on October 25, 1994. The Dietary Supplement Act amends the U.S. Federal Food, Drug and Cosmetic Act (“FFD&CA”) by defining dietary supplements, which include vitamins, minerals, nutritional supplements and herbs, and by providing a regulatory framework to ensure safe, quality dietary supplements and the dissemination of accurate information about such products. The FDA is generally prohibited from regulating the active ingredients in dietary supplements as food additives, or as drugs unless product claims trigger drug status. The DSHEA requires the FDA to regulate dietary supplements so as to guarantee consumer access to beneficial dietary supplements, allowing only truthful and proven claims. Generally, dietary ingredients that were on the market before October 15, 1994 may be sold without FDA pre-approval and without notifying the FDA. However, new dietary ingredients (those not used in dietary supplements marketed before October 15, 1994) require pre-market submission to the FDA of evidence of a history of their safe use, or other evidence establishing that they are reasonably expected to be safe. There can be no assurance that the FDA will accept the evidence of safety for any new dietary ingredient we may decide to use. The FDA’s refusal to accept such evidence could result in regulation of such dietary ingredients as food additives, requiring the FDA pre-approval based on newly conducted, costly safety testing.
DSHEA provides for specific nutritional labeling requirements for dietary supplements effective January 1, 1997. The Dietary Supplement Act permits substantiated, truthful and non-misleading statements of nutritional support to be made in labeling, such as statements describing general well-being from consumption of a dietary ingredient or the role of a nutrient or dietary ingredient in affecting or maintaining the structure or function of the body. The FDA requires the Company to notify the FDA of such statements. There can be no assurance that the FDA will not consider particular labeling statements used by us to be drug claims rather than acceptable statements of nutritional support, necessitating approval of a costly new drug application, or re-labeling to delete such statements. It is also possible that the FDA could allege false statements were submitted to it if structure/function claim notifications were either non-existent or so lacking in scientific support as to be plainly false.
As authorized by DSHEA, the FDA adopted Good Manufacturing Practices (“GMP”) specifically for dietary supplements (21 CFR Part 111). These GMP regulations, which became effective in June 2008, are more detailed than the GMPs that previously applied to dietary supplements and require, among other things, dietary supplements to be prepared, packaged and held in compliance with specific rules, and require quality controls similar to those required by GMP regulations for drugs. We believe our manufacturing and distribution practices comply with these rules.
Dietary supplements are also subject to the Nutrition, Labeling and Education Act (“NLEA”), which regulates health claims, ingredient labeling and nutrient content claims characterizing the level of a nutrient in a product. NLEA prohibits the use of any health claim for dietary supplements unless the health claim is supported by significant agreement within the scientific community and is pre-approved by the FDA.
In certain markets, including the United States, claims made with respect to dietary supplements may change the regulatory status of our products. For example, in the United States, the FDA could possibly take the position that claims made for some of our products classify those products as new drugs requiring pre-approval by the FDA. The FDA could also place those products within the scope of its over-the-counter (“OTC”) drug regulations and require us to comply with a published FDA OTC monograph. OTC monographs dictate permissible ingredients, appropriate labeling language and require the marketer or supplier of the products to register and file annual drug listing information with the FDA. We do not, at present, sell OTC drug products. If the FDA were to assert that our product claims cause them to be considered new drugs or to fall within the scope of OTC regulations, we would be required to either file a new drug application, comply with the applicable monographs, or change the claims made in connection with those products.
The FTC regulates the marketing practices and advertising of all our products. In recent years, the FTC instituted enforcement actions against several dietary supplement companies for false and misleading marketing practices and advertising of certain products. These enforcement actions have resulted in consent decrees and monetary payments by the companies involved. Under FTC standards, the dissemination of any false advertising constitutes an unfair or deceptive act or practice actionable under Section 45 of the Fair Trade Commission Act and a false advertisement actionable under Section 52 of that Act. A false advertisement is one that is “misleading in a material respect.” In determining whether an advertisement or labeling information is misleading in a material respect, the FTC determines not only whether overt and implied representations are false but also whether the advertisement fails to reveal material facts. Under the FTC’s standards, any health benefit representation made in advertising must be backed by “competent and reliable scientific evidence” by which the FTC means: “tests, analyses, research studies, or other evidence based upon the expertise of professionals in the relevant area, that have been conducted and evaluated in an objective manner by persons qualified to do so, using procedures generally accepted by the profession to yield accurate and reliable results.”
The FTC has increased its review of the use of the type of testimonials that may be used to market our products. The FTC requires competent and reliable evidence substantiating claims and testimonials at the time that such claims of health benefit are first made. The failure to have this evidence when product claims are first made violates the Federal Trade Commission Act. Although the FTC has never threatened an enforcement action against the Company for the advertising of its products, there can be no assurance that the FTC will not question the advertising for our products in the future.
We believe we are currently in compliance in all material respects with all applicable government regulations. We cannot predict what new legislation or regulations governing our operations will be enacted by legislative bodies or promulgated by agencies that regulate its activities. The FDA is expected to increase its enforcement activity against dietary supplements that it considers to be in violation of FFD&CA. In particular, the FDA is increasing its enforcement of DSHEA provisions. Those activities will be enhanced by the appropriation for increased FDA budgets for dietary supplement regulation enforcement.
We believe we may become subject to additional laws or regulations administered by the FDA or other federal, state, or foreign regulatory authorities. We also believe the laws or regulations which are considered favorable may be repealed, or more stringent interpretations of current laws or regulations may be implemented. Any or all of such requirements could be a burden to us. Future regulations could require us to:
● change the way we conduct business;
● use expanded or different labeling;
● recall, reformulate or discontinue certain products;
● keep additional records;
● increase the available documentation of the properties of its products; and/or
● increase the scientific proof of product ingredients, safety, and/or usefulness.
Competition
The business of manufacturing, distributing and marketing vitamins and nutritional supplements is highly competitive. Many of our competitors are substantially larger and have greater financial resources with which to manufacture and market their products. In particular, the retail segment is highly competitive. Many direct marketers not only focus on selling their own branded products, but offer national brands at discounts as well. Many competitors have established brand names recognizable to consumers. In addition, major pharmaceutical companies offer nationally advertised multivitamin products.
Many of our competitors in the retailing segment have the financial resources to advertise freely, to promote sales and to produce sophisticated catalogs and websites. In many cases, such competitors are able to offer price incentives for retail purchasers and to offer participation in frequent buyers programs. Some retail competitors also manufacture their own products whereby they have the ability and financial incentive to sell their own product.
We intend to compete by stressing the quality of our manufactured products, providing prompt service, competitive pricing of products in our marketing segment and by focusing on niche products in international retail markets.
Research and Development Activities
We do not conduct any significant research and development activities.
Environmental Compliance
We are subject to regulation under Federal, state and local environmental laws. While we believe we are in material compliance with applicable environmental laws, continued compliance may require substantial capital expenditures. We have not incurred any major costs for any environmental compliance during the years ended June 30, 2024 and 2023.
Employees
As of September 20, 2024, we had approximately 147 full time employees, including 112 who are members of the local unit of the Teamsters Union and are covered by a collective bargaining agreement which expires on August 31, 2027. The remaining 35 employees, not covered by a collective bargaining agreement, consist of approximately 16 administrative and professional personnel, 12 laboratory and quality assurance personnel, 3 sales and marketing personnel and 4 production and shipping personnel. We consider our relations with our employees to be good.
In December 2022, we entered into an agreement with a Professional Employer Organization (“PEO”) and terminated our agreement with the previous PEO. The PEO agreements established a three-way relationship between our non-union employees, the PEO and us. We and the PEO are co-employers of our non-union employees. The PEO has taken responsibility for our Human Resources administration and compliance, which allows us to continue to exercise control over our business while accessing quality employee benefits. We have been using PEOs since January 2007.
Available Information
We file annual, quarterly and current reports, proxy statements and other information with the SEC. These filings are available to the public via the Internet at the SEC's website located at http://www.sec.gov.
Our website is located at ir.ibiopharma.com. You may request a copy of our filings with the SEC (excluding exhibits) at no cost by writing or telephoning us at the following address or telephone number:
Integrated BioPharma, Inc.
225 Long Avenue, Bldg. 15
Hillside, New Jersey 07205
Attn: Investor Relations
Tel: 888-319-6962
Item 1A. Risk Factors
Please carefully consider the following risk factors which could materially adversely affect our business, financial condition, operating results and cash flows. The risk factors described below are not the only ones we face. Risks and uncertainties not known to us currently, or that we currently deem immaterial, also may materially adversely affect our business, financial condition, operating results and cash flows.
Our revenue could decline significantly if we lose one or more of our most significant customers, which could have a significant adverse impact on us.
A significant portion of our revenues are concentrated among four customers, Life Extension and Herbalife (customers in our Contract Manufacturing Segment), and Thermosource Tooling and Manufacturing and Hotpack Global, Inc. (customers of our Other Nutraceutical Businesses Segment). In the fiscal years ended June 30, 2024 and 2023, approximately 90% and 89% of our consolidated net sales, respectively, were derived from the two major customers in our Contract Manufacturing Segment. The loss of any of these customers could have a significant adverse impact on our financial condition and results of operations.
Supply chain disruptions resulting from geo-political events could have an impact on our financial results and ability to timely ship products to our customers.
These issues first arose as result of the COVID-19 pandemic and other geo-political events. Transportation, in general, continues to be an issue in the delay of receiving raw materials and our ability to meet promised delivery dates to our customers in the Contract Manufacturing Segment.
While we haven’t, to date, seen a significant negative impact in our margins resulting from the geo-political events, we are experiencing a slight negative impact on our margins due to inflation, delays in shipments and tightened labor markets.
During the first quarter of calendar 2022, the war in Ukraine affected our customer’s business operations in Ukraine and Russia, resulting in the cancelation of some future orders. The war resulted in the imposition of sanctions by the United States, the United Kingdom and the European Union that affect the cross-border operations of businesses operating in Russia. In addition, many multinational companies ceased or suspended their operations in Russia. Therefore, the ability to continue operations in Russia by our customers is uncertain.
Additionally, the current Israel-Hamas war in the Middle East could negatively impact the sales and margins of the Company. Certain customers sell into Israel and the Company sources certain raw materials from Israel. If the Israel-Hamas war carries on for a significant time frame, it could have a negative impact on the sales and margins of the Company if the Company is unable to replace these sales with other sales and/or obtain the same raw materials at substantially the same price as currently paid.
We have indebtedness, which may decrease our flexibility, increase our borrowing costs and adversely affect our liquidity.
We currently have $5.0 million in senior secured financing (the “Senior Credit Facility”) available under the Loan Agreement, dated as of June 27, 2012 and as amended on May 9, 2024 (the "Amended Loan Agreement"), by and among the Company, MDC, AgroLabs, IHT Health Products, Inc., IHT Properties Corp. (“IHT Properties”), and Vitamin Factory (collectively, the “Borrowers”) and PNC Bank, National Association ("PNC") and $1,790 in operating lease obligations. As of June 30, 2024, we have no amounts outstanding with PNC under the Senior Credit Facility.
Our level of indebtedness can have important consequences. For example, it may require a substantial portion of our cash flow from operations for the payment of principal of, and interest on, our indebtedness and reduce our ability to use our cash flow to fund working capital, capital expenditures and general corporate requirements or to pay dividends; and limit our flexibility to adjust to changing business and market conditions and make us more vulnerable to a downturn in general economic conditions as compared to our competitors.
There are various financial covenants and other restrictions in the Senior Credit Facility. If we fail to comply with any of these requirements, any related indebtedness (and other unrelated indebtedness) could become due and payable prior to its stated maturity. A default under the Senior Credit Facility may also significantly affect our ability to obtain additional or alternative financing. For example, PNC's ongoing obligation to extend credit under the Amended Loan Agreement is dependent upon our compliance with these covenants and restrictions.
To the extent we draw down additional funds under the Senior Credit Facility, our ability to make scheduled payments or to refinance our obligations with respect to indebtedness will depend on our operating and financial performance, which, in turn, is subject to prevailing economic conditions and to financial, business and other factors beyond our control. Our inability to refinance our indebtedness when necessary or to do so upon attractive terms would materially and adversely affect our liquidity and our ongoing results of operations.
Complying with new and existing government regulation, both in the U.S. and abroad, could increase our costs significantly and adversely affect our financial results.
The processing, formulation, manufacturing, packaging, labeling, advertising, distribution and sale of our products are subject to regulation by several U.S. federal agencies, including the FDA, the FTC, the Consumer Product Safety Commission, the Department of Agriculture and the EPA, as well as various state, local and international laws and agencies of the localities in which our products are sold. Government regulations may prevent or delay the introduction, or require the reformulation, of our products. Some agencies, such as the FDA or state agencies, could require us to remove a particular product from the market, delay or prevent the import of raw materials for the manufacture of our products, or otherwise disrupt the marketing of our products. Any such government actions would result in additional costs to us, including lost revenues from any additional products that we are required to remove from the market, which additional costs could be material. Any such government actions also could lead to liability, substantial costs and reduced growth prospects. Moreover, there can be no assurance that new laws or regulations imposing more stringent regulatory requirements on the dietary supplement industry will not be enacted or issued. In addition, complying with adverse event reporting requirements imposes additional costs on us, which costs could become significant in the event more demanding reporting requirements are put into place.
Additional or more stringent regulations of dietary supplements and other products have been considered from time to time. These developments could require reformulation of certain products to meet new standards, recalls or discontinuance of certain products that cannot be reformulated, additional record-keeping requirements, increased documentation of the properties of certain products, additional or different labeling, additional scientific substantiation, adverse event reporting or other new requirements. These developments also could increase our costs significantly. For example, the FDA issued rules which became effective in 2008 that imposed substantial new regulatory requirements for dietary supplements, including GMPs. Congress also passed legislation requiring adverse event reporting and related record keeping which imposed additional costs on us. See Item 1. "Description of Business—Government Regulations" for additional information.
We may be exposed to or the target of legal proceedings initiated by regulators or third parties either in the United States or abroad which could increase our costs and adversely affect our reputation, revenues and operating income.
In the United States and abroad, non-compliance with relevant legislation can result in regulators bringing administrative or, in some cases, criminal proceedings. As manufacturers of nutraceutical products, our products are regulated by various governments and it is common for regulators to prosecute retailers and manufacturers for non-compliance with legislation governing foodstuffs and medicines. Failures by us or our subsidiaries to comply with applicable legislation could occur from time to time and prosecution for any such violations could have a material adverse effect on our business, results of operations, financial condition and cash flows. Additionally, we are 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 our liquidity, financial condition and cash flows.
We depend on our senior management, the loss of whom would have an adverse effect on us.
We presently are dependent upon the executive abilities of our Co-Chief Executive Officers, Christina Kay and Riva Sheppard, our Chief Financial Officer, Dina L. Masi and the Vice President of Operations for Manhattan Drug Company, Inc. Mireille Antinozzi. Our business and operations to date chiefly have been implemented under the direction of these individuals, who presently are, and in the future will be, responsible for the implementation of our anticipated plans and programs. The loss or unavailability of the services of one or more of our principal executives would have an adverse effect on us. We may encounter difficulty in our ability to recruit and ultimately hire any replacement or additional executive officers having similar background, experience and qualifications as those of our current executive officers.
We could be the target of a cybersecurity breach which could have an adverse effect on us.
A cybersecurity breach could result in the loss or theft of investor data or funds, the inability to access electronic systems, loss or theft of proprietary information or corporate data, disruption of our operations, physical damage to a computer or network system, or costs associated with system repairs. Such incidents could cause the Company to incur regulatory penalties, reputational damage, remediation costs, litigation costs, additional compliance costs, or financial loss. Intentional cybersecurity breaches include: unauthorized access to systems, networks, or devices (such as through “hacking” activity); infection from computer viruses or other malicious software code; and attacks that shut down, disable, slow, or otherwise disrupt operations, business processes, or website access or functionality. In addition, unintentional incidents can occur, such as the inadvertent release of confidential information (possibly resulting in the violation of applicable privacy laws.
There is no assurance that we will remain quoted or listed on an active trading market.
As of January 22, 2021, the Company’s common stock was upgraded to the OTCQX® Best Market of the OTC Markets Group, Inc. and commenced quotation under the symbol “INBP.” In order to maintain quotation on the OTCQX, the Company will be required to comply with certain minimum qualitative and quantitative requirements, including with respect to corporate governance. There can be no assurances that the Company will be able to comply with these qualitative and quantitative requirements for continued quotation of its common stock on the OTCQX. If the Company doesn’t maintain compliance with the OTCQX rules, the Company’s common stock may resume listing on the OTCQB and holders of the Company’s common stock may find it more difficult to sell their shares.
From September 23, 2009 until January 21, 2021, our common stock was quoted on the OTQB. From February 27, 2009 through September 22, 2009, our common stock was quoted on the Pink Sheets. Prior to February 27, 2009, our common stock was listed on the NASDAQ Global Market, and there can be no assurance that we will, in the future, be able to meet all the requirements for reinstatement on that or any other national securities exchange. The delisting of our common stock from the NASDAQ Global Market has adversely affected, and may in the future continue to adversely affect, the liquidity and trading of our common stock.
We have entered into several transactions with entities controlled by some of our officers and directors, which could pose a conflict of interest.
We have several agreements and arrangements, described in our previous SEC filings and to be described in our proxy statement for our 2024 annual meeting of stockholders, including the lease of real property from Vitamin Realty Associates, L.L.C. (“Vitamin Realty”), the sale of our financial debt securities, and issuance of our common stock, which involved transactions with entities owned, in whole or in part, by the Estate of the former Executive Chairman and our Co-Chief Executive Officers and other of our significant shareholders and/or directors, who collectively own a majority of our shares of common stock. Although we believe that these transactions were advantageous to us and were on terms no less favorable to us than could have been obtained from unaffiliated third parties, transactions with related parties can potentially pose a conflict of interest.
Our Executive Officers and Directors have majority voting power and may take actions that may not be in the best interest of other stockholders, but in their own interest.
Collectively, our Executive Officers, Directors and two other significant stockholders, beneficially own approximately 74% of our outstanding shares of common stock as of September 20, 2024. If these stockholders act together, they would be able to exert significant control over our management and affairs since significant corporate transactions require stockholder approval. This concentration of ownership may have the effect of delaying or preventing a change in control and might adversely affect the market price of our common stock. This concentration of ownership may not be in the best interests of all our stockholders.
We have a staggered Board of Directors, which could impede an attempt to acquire the Company or remove our management.
Our Board of Directors is divided into three classes, each of which serves for a staggered term of three years. This division of our Board of Directors could have the effect of impeding an attempt to take over our company or change or remove management, since only one class will be elected annually. Thus, only approximately one-third of the existing Board of Directors could be replaced at any election of directors.
Our product liability insurance may be insufficient to cover possible claims against us.
Our company, like other manufacturers, wholesalers and distributors of vitamin and nutritional supplement products, faces an inherent risk of exposure to product liability claims if, among other things, the use or ingestion of our products, results in sickness or injury. We currently maintain a product liability insurance policy that provides a total of $5.0 million of coverage per occurrence and $5.0 million of coverage in the aggregate. However, there can be no assurance that existing or future insurance coverage will be sufficient to cover any possible product liability risks or that such insurance will continue to be available to us on economically feasible terms.
Our nutraceutical products are manufactured using various raw materials consisting of vitamins, minerals, herbs, fruit extracts and other ingredients that we regard as safe when taken as recommended by us and that various scientific studies have suggested may provide health benefits. We could be adversely affected if any of our products or any similar products distributed by other companies should prove or be asserted to be harmful to consumers or should scientific studies provide unfavorable findings regarding the effectiveness of our products.
We may not be able to obtain raw materials used in certain of our manufactured products.
The principal raw materials used in the manufacturing process in the Company’s nutraceutical business are natural and synthetic vitamins, minerals, herbs, related nutritional supplements, vegetable and gelatin capsules, coating materials, fruit extracts, fruit juices and the necessary components for packaging the finished products. The raw materials are available from numerous sources within the United States and abroad. The vegetable and gelatin capsules, coating materials and packaging materials are similarly widely available. We generally purchase our raw materials, on a purchase order basis, without long-term commitments.
We have one principal supplier for our Other Nutraceutical Businesses Segment, DSM Nutritional Products LLC and several suppliers in our Contract Manufacturing Segment. If we are unable to maintain our relationships with our suppliers, we may not be able to find alternate sourcing of our raw materials or at the same pricing that we receive from our current suppliers and/or quickly enough to make timely shipments to our customers. This could decrease our sales and/or increase our cost of sales.
Current economic conditions may cause a decline in business and consumer spending which could adversely affect our business and financial performance.
Our operating results are impacted by the health of the North American economies. Our business and financial performance, including collection of our accounts receivable, recoverability of assets including investments, may be adversely affected by current and future economic conditions, such as a reduction in the availability of credit, financial market volatility, recession, etc. Additionally, we may experience difficulties in scaling our operations to react to economic pressures in the United States.
We may incur significant professional service fees and other control costs that impact our financial condition.
As a publicly traded corporation, we incur certain costs to comply with regulatory requirements. If regulatory requirements were to become more stringent or if controls thought to be effective later fail, we may be forced to make additional expenditures, the amounts of which could be material. Some of our competitors are privately owned so their accounting and control costs can be a competitive disadvantage for us. Should our sales decline or if we are unsuccessful at increasing prices to cover higher expenditures for internal controls, audits, consultants and legal, our costs associated with regulatory compliance will rise as a percentage of sales.
Other issues and uncertainties may include:
● New accounting pronouncements or changes in accounting policies; and
● Legislation or other governmental action that detrimentally impacts our expenses or reduces sales by adversely affecting our customers.
If we discover material weaknesses and other deficiencies in our internal control and accounting procedures, our stock price could decline significantly and raising capital could be more difficult.
If we fail to comply with the rules under the Sarbanes-Oxley Act, related to disclosure controls and procedures, or if we discover material weaknesses and other deficiencies in our internal control and accounting procedures, our stock price could decline significantly and raising capital could be more difficult. Moreover, effective internal controls are necessary for us to produce reliable financial reports and are important in helping prevent financial fraud. If we cannot provide reliable financial reports or prevent fraud, our business and operating results could be harmed, investors could lose confidence in our reported financial information, and the trading price of our common stock could drop significantly. While we have not identified any material weakness in our internal control over financial reporting, we cannot be certain that material weaknesses or significant deficiencies in our internal controls will not be discovered in the future.
We have not paid dividends on our common stock in the past and do not expect to pay dividends on our common stock for the foreseeable future. Any return on investment may be limited to the value of our common stock.
We have never paid any cash dividends on our common stock. We expect that any income received from operations will be devoted to our future operations and growth. We do not expect to pay cash dividends on our common stock in the near future. Payment of dividends would depend upon our profitability at the time, cash available for those dividends, and other factors that our board of directors may consider relevant. If we do not pay dividends, our common stock may be less valuable because a return on an investor’s investment will only occur if our stock price appreciates. Investors in our common stock should not rely on an investment in our company if they require dividend income.
A sale of a substantial number of shares of our common stock may cause the price of our common stock to decline and may impair our ability to raise capital in the future.
Our common stock is quoted on the OTCQX® Best Market and could be considered “thinly-traded,” meaning that the number of investors interested in purchasing our common stock at or near bid prices at any given time may be relatively small or non-existent. Finance transactions resulting in a large amount of newly issued shares that become readily tradable, or other events that cause current stockholders to sell shares, could place downward pressure on the trading price of our common stock. In addition, the lack of a robust resale market may require a stockholder who desires to sell a large number of shares of common stock to sell the shares in increments over time to mitigate any adverse impact of the sales on the market price of our stock.
If our stockholders sell, or the market perceives that our stockholders may sell for various reasons, including the ending of restriction on resale, substantial amounts of our common stock in the public market, including shares issued upon the exercise of outstanding options or warrants, the market price of our common stock could fall. Sales of a substantial number of shares of our common stock may make it more difficult for us to sell equity or equity-related securities in the future at a time and price that we deem reasonable or appropriate.
Investors’ expectations of our performance relating to environmental, social and governance factors may impose additional costs and expose us to new risks.
There is an increasing focus from certain investors, employees, regulators and other stakeholders concerning corporate responsibility, specifically related to environmental, social and governance (“ESG”) factors. Some investors and investor advocacy groups may use these factors to guide investment strategies and, in some cases, investors may choose not to invest in us if they believe our policies relating to corporate responsibility are inadequate. Third-party providers of corporate responsibility ratings and reports on companies have increased to meet growing investor demand for measurement of corporate responsibility performance, and a variety of organizations currently measure the performance of companies on such ESG topics, and the results of these assessments are widely publicized. Investors, particularly institutional investors, use these ratings to benchmark companies against their peers and if we are perceived as lagging with respect to ESG initiatives, these investors may engage with us to improve ESG disclosures or performance and may also make voting decisions, or take other actions, to hold us and our Board of Directors accountable. In addition, the criteria by which our corporate responsibility practices are assessed may change, which could result in greater expectations of us and cause us to undertake costly initiatives to satisfy such new criteria. If we elect not to or are unable to satisfy such new criteria, investors may conclude that our policies with respect to corporate responsibility are inadequate. We may face reputational damage in the event that our corporate responsibility procedures or standards do not meet the standards set by various constituencies.
We may face reputational damage in the event our corporate responsibility initiatives or objectives do not meet the standards set by our investors, stockholders, lawmakers, listing exchanges or other constituencies, or if we are unable to achieve an acceptable ESG or sustainability rating from third-party rating services. A low ESG or sustainability rating by a third-party rating service could also result in the exclusion of our common stock from consideration by certain investors who may elect to invest with our competition instead. Ongoing focus on corporate responsibility matters by investors and other parties as described above may impose additional costs or expose us to new risks. Any failure or perceived failure by us in this regard could have a material adverse effect on our reputation and on our business, share price, financial condition or results of operations, including the sustainability of our business over time.
Furthermore, in March 2024, the U.S. Securities and Exchange Commission (the “SEC”) announced rules that, among other matters, establish a framework for reporting climate-related risks. As a result of these additional reporting obligations, which we will have to comply with starting with our disclosures for the year ending June 30, 2027, we could face increased costs. Separately, the SEC has also announced that it is scrutinizing existing climate-change related disclosures in public filings, increasing the potential for enforcement if the SEC were to allege our existing climate disclosures are misleading or deficient.
Item 1B. Unresolved Staff Comments
Not applicable.
Item 1C. Cybersecurity
Managing technology risks, including cybersecurity risks, is a fundamental part of the Company’s risk management framework and processes. We employ a variety of processes, risk assessments, and controls to assess, identify, and manage these risks and have developed and maintain a cyber risk management program designed to identify, assess, manage, mitigate and respond to cybersecurity threats. The program is one component of our enterprise risk management system. The technical, administrative and physical controls underlying our program are based on nationally recognized practices and standards for cybersecurity. Trusted partners are an important part of our cyber risk management program. We partner with service providers to conduct periodic risk assessments and to monitor and maintain the performance and effectiveness of security controls used in our environment.
The Audit Committee of the Board of Directors (the “Audit Committee”) oversees our management of enterprise risks, including cybersecurity risks. Members of the management team brief the Board of Directors and Audit Committee on the effectiveness of risk management efforts on an annual basis.
Our cyber risk management program helps mitigate risks that could have a material adverse effect on our business, financial condition, results of operations, cash flows or reputation. Security breaches and other disruptions could compromise our information and expose us to liability, and could cause our business and reputation to suffer.
As of the date of this Annual Report on Form 10-K we are not aware of any cybersecurity incidents that have materially affected or are reasonably likely to materially affect our business, results of operations or financial condition. However, despite our best efforts, we cannot eliminate all risks from cybersecurity threats or provide assurances that we have not experienced undetected cybersecurity incidents. See “Risk Factors” in Item 1A in this Annual Report on Form 10-K for further discussion.
Item 2. Properties
Warehouse and office facilities are leased from Vitamin Realty, which is 100% owned by the estate of our former Executive Chairman of the Board, President and major stockholder of the Company and our Co-Chief Executive Officers who are also directors of the Company. On January 5, 2012, MDC, a wholly-owned subsidiary of the Company, entered into a second amendment to the lease (the “Second Lease Amendment”) with Vitamin Realty for its office and warehouse space in Hillside, 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. On July 15, 2022, MDC entered into a third amendment to the lease (the “Third Lease Amendment”) with Vitamin Realty, increasing its rentable square footage to 116,175. This Third Lease Amendment provides for minimum annual rental payments of $842, plus increases in real estate taxes and the building operating expenses allocation percentage and was effective as of July 1, 2022.
We also own a 40,000 square foot manufacturing facility in Hillside, New Jersey. The space is utilized for MDC’s tablet and capsule manufacturing operations.
In December 2022, MDC Warehousing and Distribution, Inc. entered into a lease agreement for 12,500 square feet of warehouse space in Elizabeth, New Jersey. This lease provides for minimum annual rent payments starting at $134 in year one, with a gradual increase to $150 by year 5. The lease expiration date is November 30, 2027.
On October 22, 2014, AgroLabs entered into a lease agreement for an office suite located in Miami, Florida and on December 18, 2023, AgroLabs renewed and converted this lease from an office suite to an office sharing month to month arrangement with minimum annual payments of $2. This renewed lease will expire in February 2029, if not terminated with written notice prior to the expiration date.
Item 3. 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 4. Mine Safety Disclosure
Not Applicable
PART II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Market Information
Effective January 22, 2021, our common stock was upgraded to the OTCQX® Best Market of the OTC Markets Group, Inc. and commenced quotation under the symbol “INBP” on the OTCQX® Best Market. Prior to January 22, 2021, our common stock was quoted on the OTCQB under the symbol INBP.
Set forth below are the high and low bid quotation of the Company’s common stock as quoted on the OTCQX® Best Market, for each of the fiscal quarters in the fiscal years ended June 30, 2024 and 2023. Such quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not necessarily represent actual transactions.
| COMMON STOCK |
HIGH |
LOW |
||||||
| FISCAL YEAR ENDED June 30, 2023 |
||||||||
| First Quarter |
$ | 0.5500 | $ | 0.4300 | ||||
| Second Quarter |
$ | 0.4400 | $ | 0.3502 | ||||
| Third Quarter |
$ | 0.3800 | $ | 0.2605 | ||||
| Fourth Quarter |
$ | 0.3720 | $ | 0.2200 | ||||
| FISCAL YEAR ENDED June 30, 2024 |
||||||||
| First Quarter |
$ | 0.3325 | $ | 0.1700 | ||||
| Second Quarter |
$ | 0.2750 | $ | 0.1962 | ||||
| Third Quarter |
$ | 0.2160 | $ | 0.1806 | ||||
| Fourth Quarter |
$ | 0.1950 | $ | 0.1730 | ||||
| July 1, 2024 to September 13, 2024 | $ | 0.1900 | $ | 0.1600 | ||||
Holders
As of September 20, 2024, there were approximately 73 holders of record of the Company’s common stock. This number does not include beneficial owners holding shares through nominee names.
Dividends
We have not declared or paid a dividend with respect to our common stock during the fiscal years ended June 30, 2024 and 2023, nor do we anticipate paying dividends in the foreseeable future.
Equity Compensation Plans
The following table provides information, as of June 30, 2024, about the Company's equity compensation plans:
| Equity Compensation Plan Information |
||||||||||||
| Number of securities to be issued upon exercise of outstanding options, warrants and rights |
Weighted-average exercise price of outstanding options, warrants and rights |
Number of securities remaining available for future issuance under equity compensation plans (excluding securities |
||||||||||
| (a) |
(b) |
reflected in column (a)) |
||||||||||
| Equity compensation plans approved by security holders |
4,749,183 | $ | 0.34 | 6,351,818 | ||||||||
| Equity compensation plans not approved by security holders |
- | - | - | |||||||||
| Totals |
4,749,183 | $ | 0.34 | 6,351,818 | ||||||||
Recent Sales of Unregistered Securities
None.
Purchases of Equity Securities by the Issuer and Affiliated Purchasers
During the quarter ended June 30, 2024, neither we nor any “affiliated purchaser,” as that term is defined in Rule 10b-18(a)(3) under the Exchange Act, purchased any of our common stock or other securities.
Item 6. [Reserved]
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations (dollars in thousands).
Certain statements set forth under this caption constitute “forward-looking statements.” See “Cautionary Statement Regarding Forward-Looking Statements” on page 3 of this Annual Report on Form 10-K for additional factors relating to such statements.
The Company is engaged primarily in the business of manufacturing, distributing, marketing and sale of vitamins, nutritional supplements and herbal products. The Company’s customers are located primarily throughout the United States and Luxembourg.
Our financial results are substantially dependent on net sales. Net sales are partly dependent on the mix of contract manufactured products and other nutraceutical sales, which are difficult to forecast. Factors that could cause demand to be different from our expectations include: customer acceptance of our pricing and our competitors’ pricing; changes in customer order patterns; changes in the level of customer inventory; and changes in business and economic conditions, including conditions in the credit market that could affect consumer confidence and result in lower than expected demand for our manufactured products and to a lesser extent, our other nutraceutical business products and services.
We believe that we have established and developed business relationships, facilities, personnel, product offerings, and competitive and financial resources in place for business success; however, future revenue, costs, gross margins, and profits are all influenced by a number of factors, including those discussed above, all of which are inherently difficult to forecast. Except as otherwise noted, all dollar amounts below are “in thousands”.
In the fiscal year ended June 30, 2024, our net sales from operations decreased by $355 to approximately $50,317 from approximately $50,672 in the fiscal year ended June 30, 2023. Our net sales decreased by approximately $646 in our Other Nutraceuticals Segment primarily from decreased sales to the two major customers in this segment in the amounts of $585 and $133, respectively. This was offset by an increase in net sales in the Contract Manufacturing Segment of approximately $291, which was primarily due to increased sales volumes to Life Extension of $792 offset by a decrease in sales to Herbalife in the amount $542, in the fiscal year ended June 30, 2024, compared to the fiscal year ended June 30, 2023. In the fiscal year ended June 30, 2024, our gross profit decreased by approximately $177 to $3,884 from approximately $4,061 for the fiscal year ended June 30, 2023. Our profit margins decreased by 0.3% in the fiscal year ended June 30, 2024, from 8.0% in the fiscal year ended June 30, 2023 to 7.7% in the fiscal year ended June 30, 2024, primarily as a result of the decreased sales volume in the fiscal year ended June 30, 2024 compared to the fiscal year ended June 30, 2023. We had consolidated selling and administrative expenses of approximately $3,633 and $3,941 in the fiscal years ended June 30, 2024 and 2023, respectively. The decrease in the consolidated selling and administrative expenses of $308, or approximately 7.8%, was primarily from decreases in salaries and employee benefits, non-cash stock compensation and other general expenses of $112, $68 and $42, respectively in the fiscal year ended June 30, 2024 as compared to the fiscal year ended June 30, 2023. In the fiscal years ended June 30, 2024 and 2023, we had operating income of approximately $251 and $120, respectively.
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.
We are currently experiencing negative impacts on our margins due to inflation and tightened labor markets. We may not be able to timely increase our selling prices to our customers resulting from price increases from our suppliers due to various economic factors, including inflation, labor and shipping costs and our own increases in shipping, labor and other operating costs. Our results of operations may also be affected by economic conditions, including inflationary pressures, that can impact consumer disposable income levels and spending habits, thereby reducing the orders we may receive from our significant customers.
We continue to experience minimal supply chain disruptions relating to fuel refinery and transportation issues as it pertains to shipping. These issues first arose as result of the COVID-19 pandemic and other geo-political events.
During the first quarter of calendar 2022, the war in Ukraine affected our customer’s business operations in Ukraine and Russia, resulting in the cancelation of some future orders. The war resulted in the imposition of sanctions by the United States, the United Kingdom, and the European Union, that affect the cross-border operations of businesses operating in Russia. In addition, many multinational companies ceased or suspended their operations in Russia. Therefore, the ability to continue operations in Russia by our customers remains uncertain.
Additionally, the current Israel-Hamas war in the Middle East could negatively impact the sales and margins of the Company. Certain customers sell into Israel and the Company sources certain raw materials from Israel. If the Israel-Hamas war carries on for a significant time frame, it could have a negative impact on the sales and margins of the Company if the Company is unable to replace these sales with other sales and/or obtain the same raw materials at substantially the same price as currently paid.
Critical Accounting Estimates
Estimates
The preparation of financial statements are prepared in conformity with generally accepted accounting principles in the United States of America (“GAAP”). In preparing these financial statements, we make assumptions, judgements and estimates that involve a level of estimation uncertainty and could affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Management bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources.
The most significant estimates include:
● revenue recognition and allowances for credit losses;
● inventory valuation;
● impairment of long-lived assets; and
● income taxes and valuation allowances on deferred income taxes.
On a continual basis, management reviews its estimates utilizing currently available information, changes in facts and circumstances, historical experience and reasonable assumptions. After such reviews, and if deemed appropriate, those estimates are adjusted accordingly. Actual results could differ from those estimates.
Revenue Recognition and Allowances for Credit Losses
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 services 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. |
Our return policy in our contract manufacturing business is to only accept returns for defective products. If defective products are returned, our agreement with our customers is to cure the defect and re-ship the product. Based on this policy, when the product is shipped we make an estimate of any potential returns or allowances.
Our management makes judgments as to its ability to collect outstanding receivables and provides allowances for the portion of receivables for which collection becomes doubtful. Provisions are made based upon a specific review of all significant outstanding amounts. We continuously monitor payments from our customers and maintain allowances for estimated credit losses and other allowances for uncollectible accounts receivable in the period they become known.
If the historical data we use to calculate the allowance provided for credit losses does not reflect the future ability to collect outstanding receivables, additional provisions for credit losses may be needed and the future results of operations could be materially affected. In recording any additional allowances, a respective charge against income is reflected in the general and administrative expenses; and would reduce the operating results in the period in which the increase is recorded. Amounts determined to be uncollectible are written off against the credit loss or other reserve accounts. In the fiscal years ended June 30, 2024 and 2023, we had an allowance for credit losses of less than $1 and $37, respectively.
Inventory Valuation
Inventories are stated at the lower of cost or net realizable value, which reflects management’s estimates of net realizable value. Cost is determined using the first-in, first-out method based on specific lots. As a result of our inventory being manufactured primarily on a purchase order basis, the quantity of both raw materials and finished goods inventory provides for minimal risk of potential overstock or obsolescence. Another component of our inventory valuation includes the estimation of our inventory overhead costs that are capitalized and included in the cost of our inventory.
Long Lived Assets
We record impairment losses on long lived assets, which consists primarily of right-of-use assets and machinery and equipment, when events and circumstances indicate that such assets might be impaired and the estimated fair value of any such asset is less than its recorded amount. The Company reviews the value of its long-lived assets for impairment whenever events or changes in business circumstances indicate that the carrying amount of the assets may not be fully recoverable or that the useful lives of these assets are no longer appropriate. Conditions that would necessitate an impairment assessment include material adverse changes in operations, significant adverse differences in actual results in comparison with initial valuation forecasts prepared at the time of acquisition, a decision to abandon certain acquired products, services, or marketplaces, or other significant adverse changes that would indicate the carrying amount of the recorded asset might not be recoverable. Tests for impairment or recoverability are performed at least annually and require significant management judgment and the use of estimates which the Company believes are reasonable and appropriate at the time of the impairment test. The Company also re-evaluates the periods of amortization to determine whether circumstances warrant revised estimates of current useful lives. No impairment losses were identified in the fiscal years ended June 30, 2024 or 2023.
Income Taxes
The Company records deferred tax assets and liabilities for the estimated future tax effects of temporary differences between tax bases of assets and liabilities and amounts reported in the accompanying consolidated balance sheets, as well as operating losses and tax credit carry-forwards. The Company measures deferred tax assets and liabilities using enacted tax rates expected to be applied to taxable income in the years in which those temporary differences are expected to be recovered or settled. The Company reduces deferred tax assets by a valuation allowance if, based on available evidence, it is more likely than not that these benefits will not be realized.
The Company uses a recognition threshold and measurement attribute for financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities.
Results of Operations (in thousands, except share and per share amounts)
The following table sets forth the income statement data of the Company as a percentage of net sales for the periods indicated:
| For the Fiscal Year Ended June 30, |
||||||||
| 2024 |
2023 |
|||||||
| Sales, net |
100.0 | % | 100.0 | % | ||||
| Costs and expenses: |
||||||||
| Cost of sales |
92.3 | % | 92.0 | % | ||||
| Selling and administrative |
7.2 | % | 7.8 | % | ||||
| Total costs and expenses |
99.5 | % | 99.8 | % | ||||
| Income from operations |
0.5 | % | 0.2 | % | ||||
| Other income (expense), net: |
||||||||
| Interest income (expense), net |
0.0 | % | (0.2 | %) | ||||
| Other income (expense), net |
(0.0 | %) | 0.1 | % | ||||
| Total other income (expense), net |
0.0 | % | (0.1 | %) | ||||
| Income before income taxes |
0.5 | % | 0.2 | % | ||||
| Federal and state income tax expense, net |
0.3 | % | 0.3 | % | ||||
| Net income (loss) |
0.2 | % | (0.1 | %) | ||||
Year ended June 30, 2024 Compared to the Year ended June 30, 2023
Sales, net. Net sales for the fiscal year ended June 30, 2024 and 2023 were $50,317 and $50,672, respectively, a decrease of $355 or 0.7%. The decrease is comprised of the following:
| Fiscal Year Ended |
Dollar Increase |
Percentage |
||||||||||||||
| June 30, |
(Decrease) |
Change |
||||||||||||||
| 2024 |
2023 |
2024 vs 2023 |
2024 vs 2023 | |||||||||||||
| (dollars in thousands) |
||||||||||||||||
| Contract Manufacturing: |
||||||||||||||||
| US Customers |
$ | 40,622 | $ | 40,230 | $ | 392 | 1.0 | % | ||||||||
| International Customers |
7,946 | 8,047 | (101 | ) | (1.3 | )% | ||||||||||
| Net sales, Contract Manufacturing |
48,568 | 48,277 | 291 | 0.6 | % | |||||||||||
| Other Nutraceuticals: |
||||||||||||||||
| US Customers |
1,722 | 2,387 | (665 | ) | (27.9 | %) | ||||||||||
| International Customers |
27 | 8 | 19 | 237.5 | % | |||||||||||
| Net sales, Other Nutraceuticals |
1,749 | 2,395 | (646 | ) | (27.0 | %) | ||||||||||
| Total net sales |
$ | 50,317 | $ | 50,672 | $ | (355 | ) | (0.7 | %) | |||||||
In the fiscal years ended June 30, 2024 and 2023, a significant portion of our consolidated net sales, approximately 90% and 89%, respectively, were concentrated among two customers, Life Extension and Herbalife, customers in our Contract Manufacturing Segment. Life Extension and Herbalife represented approximately 71% and 23% and 70% and 24%, respectively, of our Contract Manufacturing Segment’s net sales in the fiscal years ended June 30, 2024 and 2023, respectively. Two other customers, Thermosource Tooling and Manufacturing and Hotpack Global, Inc. (customers of our Other Nutraceutical Businesses Segment), while not significant customers of our consolidated net sales, represented 43%, and 14% and 56%, and 16%, respectively, of the Other Nutraceutical Businesses net sales in the fiscal years ended June 30, 2024 and 2023, 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 $355 was primarily the result of decreased sales of approximately $646 in our Other Nutraceuticals Segment primarily from decreased sales to the two major customers in this segment in the amounts of $585 and $133, respectively. This was offset by an increase in the Contract Manufacturing Segment of approximately $291, which was primarily due to increased sales volumes to Life Extension of $792 offset by a decrease in sales to Herbalife in the amount $542, in the fiscal year ended June 30, 2024, compared to the comparable prior year.
Cost of sales. Cost of sales decreased by $178 to $46,433 for the fiscal year ended June 30, 2024, as compared to $46,611 for the fiscal year ended June 30, 2023, a decrease of approximately 0.4%. Cost of sales as a percentage of sales was approximately 92.3% and 92.0% for the fiscal years ended June 30, 2024 and 2023, respectively. The decrease in the cost of goods sold amount is consistent and expected with the decrease in net sales.
Selling and Administrative Expenses. There was a decrease in selling and administrative expenses of $308 or approximately 7.8% in the fiscal year ended June 30, 2024 as compared to the fiscal year ended June 30, 2023. As a percentage of sales, net, selling and administrative expenses were approximately 7.2% and 7.8% for the fiscal year ended June 30, 2024 and 2023, respectively. The decrease was primarily from decreases in salaries and employee benefits, non-cash stock compensation and other general expenses of $112, $68 and $42, respectively. Office salaries and employee benefits were lower due to the loss of our Executive Chairman, E. Gerald Kay in the fiscal year ended June 30, 2023, as his responsibilities were absorbed by our other executive officers. Non-cash stock compensation was lower due to less shares issued in the fiscal year ended June 30, 2024 compared to the prior year and our general expenses were lower primarily as the result of changing our PEO in January 2023, a decrease of $25 and a decrease of $23 in bank service charges.
Nearly every other category of expenses were down between $10 and $14, which includes, $14 each for: (i) professional and consulting fees; (ii) warehousing expenses; (iii) job placement costs; and (iv) travel and entertainment and $10 each for: (i) office expenses, (ii) insurance, and (iii) depreciation. No other individual expense component changed by more the $10.
Other income (expense), net. Other income (expense), net was approximately $17 for the fiscal year ended June 30, 2024 compared to $(20) for the fiscal year ended June 30, 2023, and is composed of:
| Fiscal Year Ended |
||||||||
| June 30, |
||||||||
| 2024 |
2023 |
|||||||
| (dollars in thousands) |
||||||||
| Other income (expense): | ||||||||
| Interest income (expense), net |
$ | 18 | $ | (14 | ) | |||
| Other income (expense), net |
(1 | ) | (6) | |||||
| Total Other income (expense), net |
$ | 17 | $ | (20 | ) | |||
Our interest expense, net of $14 in the fiscal year ended June 30 2023 changed to interest income, net of $18 in the fiscal year ended June 30, 2024, a change of $32, primarily resulting from a higher average daily balance in our cash operating accounts resulting in increased interest credited to our account which was offset by the substantially the same interest expense in both periods.
Federal and state income tax, net. In the fiscal year ended June 30, 2024 and 2023, we had deferred federal income taxes of $124 and $55, respectively. We also had current state tax expense of approximately $31 and $61, respectively and deferred state tax expense of $1 and $18, in the fiscal years ended June 30, 2024 and 2023, respectively.
We continue to maintain a reserve on a portion of our deferred tax assets as it has been determined that it is “more likely than not” that the Company’s deferred tax assets, other than federal net operating losses, may not be fully realized.
The decrease in the state tax expense from 2024 to 2023 was the result of decreased taxable income for the combined group.
Net income (loss). Our net income (loss) for the fiscal year ended June 30, 2024 and 2023 was approximately $112 and $(34), respectively. The increase of approximately $146 was primarily the result of increased operating income of $131.
Liquidity and Capital Resources
The following table sets forth, for the periods indicated, the Company’s net cash flows provided by or used in operating, investing and financing activities:
| For the fiscal year ended June 30, |
||||||||
| 2024 |
2023 |
|||||||
| (dollars in thousands) |
||||||||
| Net cash provided by operating activities |
$ | 943 | $ | 1,121 | ||||
| Net cash used in investing activities |
$ | (553 | ) | $ | (111 | ) | ||
| Net cash used in financing activities |
$ | (29 | ) | $ | (136 | ) | ||
| Cash at end of year |
$ | 1,677 | $ | 1,316 | ||||
At June 30, 2024 and 2023, the Company had working capital of $11,752 and $11,544, respectively. Our current assets and current liabilities increased by $1,503 and $1,295, respectively, from June 30, 2023 to June 30, 2024. The increase in current assets was primarily from increases in cash, inventory and accounts receivable of $361, $983 and $157, respectively. Our current assets liabilities increased primarily from the increases of $1,029 and $244 in accrued expenses and other current liabilities and accounts payable, respectively.
Operating Activities
Net cash provided by operating activities of $943 in the fiscal year ended June 30, 2024 includes a net income of approximately $112. After excluding the effects of non-cash expenses and income, such as depreciation and amortization, compensation expense for employee stock options, allowances for credit losses and changes in deferred tax assets, the adjusted cash used in operations before the effect of the changes in working capital components was an increase of approximately $1,721. Cash in the amount of approximately $744 from our working capital assets and liabilities was used in our operating activities and was primarily the result of decreases in operating lease obligations of approximately $902 and increases in inventories and accounts receivable of $983 and $120, respectively, offset, by increases in accounts payable of $244 and accrued expenses and other liabilities of $1,029.
Net cash provided by operating activities of $1,232 in the fiscal year ended June 30, 2023 includes a net loss of approximately $34. After excluding the effects of non-cash expenses and income, depreciation and amortization, compensation expense for employee stock options, accretion of financial instruments, changes in deferred tax assets and unrealized gains on investments, the adjusted cash used in operations before the effect of the changes in working capital components was an increase of approximately $1,483. Cash in the amount of approximately $251 from our working capital assets and liabilities was used in our operating activities and was primarily the result of decreases in operating lease obligations of approximately $804 and accounts payable and accrued expenses and other liabilities of $429, offset, by increases in accounts receivable of $156 and inventories of $794.
Investing Activities
Cash used in investing activities was used for the purchase of machinery and equipment for approximately $553 and $116 in the fiscal years ended June 30, 2024 and 2023, respectively, offset in the fiscal year ended June 30, 2023 by proceeds (i) received from the sale of fixed assets in the amount of $1 and (ii) from the sale of shares of iBio Inc.’s common stock in the amount of $4, resulting in a net use of cash of approximately $111.
Financing Activities
Cash used in financing activities was approximately $29 for the fiscal year ended June 30, 2024, and was primarily from payments under our financed lease obligation of $42 offset by proceeds from the exercise of stock options of $14.
Cash used in financing activities was approximately $136 for the fiscal year ended June 30, 2023, and was primarily from repayments of net advances under our revolving credit facility of $101 and payments under our financed lease obligation of $35.
As of June 30, 2024, we had cash of approximately $1,677, funds available under our revolving credit facility of approximately $5,000 and working capital of $11,752. We had income from operations of approximately $251 in the fiscal year ended June 30, 2024 and net income of approximately $112. Net income includes a net federal tax provision of $124 that is a non-cash item due to our Federal net operating loss carryforwards and deferred tax assets offsetting the amounts owed. After taking into consideration our interim results and current projections, management believes that operations, together with the revolving credit facility and equipment financing will support our working capital requirements at least through the twelve-month period ending September 20, 2025.
Our current total annual commitments at June 30, 2024, for long term non-cancelable leases, is approximately $1,018 consisting of obligations under operating leases for office and warehouse facilities and operating and finance lease obligations for the use of machinery and office equipment.
Capital Expenditures
The Company's capital expenditures in the fiscal years ended June 30, 2024 and 2023 were approximately $553 and $116, respectively. The Company has budgeted approximately $500 for capital expenditures for the fiscal year ending June 30, 2025. The total amount is expected to be funded from cash provided from the Company’s operations and from lease financing.
Off-Balance Sheet Arrangements
The Company has no off-balance sheet arrangements.
Impact of Inflation
The Company may not be able to timely increase its selling prices to its customer resulting from price increases from its suppliers due to various economic factors, including inflation, labor and shipping costs and its own increases in shipping, labor and other operating costs. The Company’s results of operations may also be affected by economic conditions, including inflationary pressures, that can impact consumer disposable income levels and spending habits, thereby reducing the orders it may receive from the Company’s significant customers.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
The Company is a smaller reporting company, as defined by Rule 12b-2 of the Exchange Act, and is not required to provide the information required under this item.
Item 8. Financial Statements and Supplementary Data
For a list of financial statements filed as part of this Annual Report on Form 10-K, see the index to consolidated financial statements on page 30.
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
Not Applicable
Item 9A. 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 Exchange Act is recorded, processed, summarized, and reported within the time periods specified by the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to provide reasonable assurance that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is accumulated and communicated to management, including the Co-Chief Executive Officers and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.
Under the supervision and with the participation of management, including the Co-Chief Executive Officers and Chief Financial Officer, the Company has evaluated the effectiveness of its disclosure controls and procedures (as such term is defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) as of June 30, 2024, 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.
Management’s Annual Report On Internal Control Over Financial Reporting
The Company’s management is responsible for establishing and maintaining an adequate system of internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f) and 15d-15(f). Internal control over financial reporting is a process designed by, or under the supervision of, the Company’s principal executive and financial officers and effected by the Company’s board of directors, management and other personnel, 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 and includes those policies and procedures that:
• Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company;
• Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and
• Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements.
Because of inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with policies and procedures may deteriorate.
The Company’s management, including the Co-Chief Executive Officers and Chief Financial Officer, has conducted an evaluation of the effectiveness of its internal control over financial reporting as of June 30, 2024 based on the criteria set forth in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013) (the “COSO Framework”). Based on that evaluation, management concluded that our internal control over financial reporting was effective as of June 30, 2024.
Changes in Internal Control over Financial Reporting
Under the supervision and with the participation of management, including the Co-Chief Executive Officers and Chief Financial Officer, the Company has evaluated changes in internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the quarter ended June 30, 2024 and have concluded that no change has materially affected, or is reasonably likely to materially affect, internal control over financial reporting.
Item 9B. Other Information
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
N/A
PART III
Item 10. Directors, Executive Officers and Corporate Governance of the Registrant.
Incorporated by reference from the Company’s Proxy Statement for Annual Meeting of Stockholders to be filed with the Securities and Exchange Commission within 120 days after the close of the fiscal year ended June 30, 2024.
Item 11. Executive Compensation
Incorporated by reference from the Company’s Proxy Statement for Annual Meeting of Stockholders to be filed with the Securities and Exchange Commission within 120 days after the close of the fiscal year ended June 30, 2024.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Incorporated by reference from the Company’s Proxy Statement for Annual Meeting of Stockholders to be filed with the Securities and Exchange Commission within 120 days after the close of the fiscal year ended June 30, 2024.
Item 13. Certain Relationships and Related Transactions and Director Independence
Incorporated by reference from the Company’s Proxy Statement for Annual Meeting of Stockholders to be filed with the Securities and Exchange Commission within 120 days after the close of the fiscal year ended June 30, 2024.
Item 14. Principal Accountant Fees and Services
Incorporated by reference from the Company’s Proxy Statement for Annual Meeting of Stockholders to be filed with the Securities and Exchange Commission within 120 days after the close of the fiscal year ended June 30, 2024.
PART IV
Item 15. Exhibits and Financial Statement Schedules
| (a) |
Exhibits and Index |
| (1) |
A list of the financial statements filed as part of this Annual Report on Form 10-K is set forth in the index to consolidated financial statements on Page 30 and is incorporated herein by reference. |
(2) An index of exhibits incorporated by reference or filed with this Annual Report on Form 10-K is provided below.
| 101 |
The following financial information from Integrated BioPharma, Inc.’s Annual Report on Form 10-K for the fiscal year ended June 30, 2024, formatted in XBRL (extensible Business Reporting Language): (i) Consolidated Statements of Operations for the fiscal years ended June 30, 2024 and 2023, (ii) Consolidated Balance Sheets as of June 30, 2024 and 2023, (iii) Consolidated Statements of Changes in Stockholders’ Equity for the fiscal years ended June 30, 2024 and 2023 , (iv) Consolidated Statements of Cash Flows for the fiscal years ended June 30, 2024 and 2023, and (v) the Notes to Consolidated Statements. (17) |
|
104
|
Cover Page Interactive Date File (formatted as Inline XBRL and contained in Exhibit 101)
|
__________________________
| (1) |
Incorporated herein by reference to the Company’s Annual Report on Form 10-KSB for the fiscal year ended June 30, 2003, filed with the SEC on September 29, 2003. |
| (2) |
Incorporated herein by reference to the Company’s Annual Report on Form 10-KSB for the fiscal year ended June 30, 1997, filed with the SEC on September 29, 1997. |
| (3) |
Incorporated herein by reference to the Company’s Current Report on Form 8-K filed with the SEC on May 12, 2022. |
| (4) |
Incorporated herein by reference to the Company's Current Report on Form 8-K filed with the SEC on November 19, 2007. |
| (5) |
Incorporated herein by reference to the Company's Current Report on Form 8-K filed with the SEC on February 14, 2008. |
| (6) |
Incorporated herein by reference to the Company's Current Report on Form 8-K filed with the SEC on February 22, 2008. |
| (7) |
Incorporated herein by reference to the Company's Current Report on Form 8-K filed with the SEC on May 12, 2008 and to the Company’s Annual Report on Form 10-KSB for the fiscal year ended June 30, 2003 filed with the SEC on September 29, 2003. |
| (8) |
Incorporated herein by reference to the Company's Definitive Proxy Statement on Form DEF 14A, as revised, filed with the SEC on October 28, 2009. |
| (9) |
Incorporated herein by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2012 filed with the SEC on May 21, 2012. |
| (10) |
Incorporated herein by reference to the Company's Current Report on Form 8-K filed with the SEC on June 29, 2012. |
| (11) |
Incorporated herein by reference to the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2014, filed with the SEC on September 8, 2014. |
| (12) |
Incorporated herein by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2015 filed with the SEC on February 19, 2016. |
| (13) |
Incorporated herein by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2019 filed with the SEC on May 15, 2019. |
| (14) |
Incorporated herein by reference to the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2022 filed with the SEC on September 13, 2022. |
| (15) |
Incorporated herein by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2022 filed with the SEC on February 10, 2023. |
| (16) | Incorporated herein by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2023 filed with the SEC on May 11, 2023. |
| (17) | Incorporated herein by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2024 filed with the SEC on May 10, 2024. |
| (18) |
Filed herewith. |
Item 16. Form 10-K Summary
None.
Item 8: Financial Statements
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
| Report of Independent Registered Public Accounting Marcum LLP (PCAOB ID Number | 31 | |
| Consolidated Statements of Operations for the fiscal years ended June 30, 2024 and 2023 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 32 | |
| Consolidated Balance Sheets as of June 30, 2024 and 2023 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 33 | |
| Consolidated Statements of Stockholders’ Equity for the fiscal years ended June 30, 2024 and 2023 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 34 | |
| Consolidated Statements of Cash Flows for the fiscal years ended June 30, 2024 and 2023 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 35 | |
| Notes to Consolidated Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 36 |
. . . . . . . . .
Report of Independent Registered Public Accounting Firm
To the Board of Directors and Stockholders of
Integrated BioPharma, Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Integrated BioPharma, Inc. (the “Company”) as of June 30, 2024 and 2023, the related consolidated statements of operations, stockholders’ equity and cash flows for the two years in the period ended June 30, 2024, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of June 30, 2024 and 2023, and the results of its operations and its cash flows for each of the two years in the period ended June 30, 2024, in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provides a reasonable basis for our opinion.
Critical Audit Matters
Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. We determined that there are no critical audit matters.
/s/ Marcum LLP
We have served as the Company’s auditor since 2009
September 20, 2024
| INTEGRATED BIOPHARMA, INC. AND SUBSIDIARIES | ||||||
| CONSOLIDATED STATEMENTS OF OPERATIONS | ||||||
| FOR THE FISCAL YEARS ENDED JUNE 30, | ||||||
| (in thousands, except share and per share amounts) | ||||||
| 2024 | 2023 | |||||
| Sales, net | $ | $ | ||||
| Cost of sales | ||||||
| Gross profit | ||||||
| Selling and administrative expenses | ||||||
| Operating income | ||||||
| Other income (expense), net: | ||||||
| Interest income (expense), net | ( | ) | ||||
| Other income | ( | ) | ( | ) | ||
| Total other income (expense), net | ( | ) | ||||
| Income before income taxes | ||||||
| Income tax expense, net | ||||||
| Net income (loss) | $ | $ | ( | ) | ||
| Basic net income (loss) per common share | $ | $ | ( | ) | ||
| Diluted net income (loss) per common share | $ | $ | ( | ) | ||
| Weighted average common shares outstanding - basic | ||||||
| Add: Equivalent shares outstanding - stock options | ||||||
| Weighted average common shares outstanding - diluted | ||||||
See accompanying notes to consolidated financial statements.
| INTEGRATED BIOPHARMA, INC. AND SUBSIDIARIES | ||||||||
| CONSOLIDATED BALANCE SHEETS | ||||||||
| AS OF JUNE 30, | ||||||||
| (in thousands, except share and per share amounts) | ||||||||
| 2024 | 2023 | |||||||
| Assets | ||||||||
| Current Assets: | ||||||||
| Cash | $ | $ | ||||||
| Accounts receivable, net | ||||||||
| Inventories | ||||||||
| Other current assets | ||||||||
| Total current assets | ||||||||
| Property and equipment, net | ||||||||
| Operating lease right-of-use assets (includes $ and $ with a related party) | ||||||||
| Deferred tax assets, net | ||||||||
| Security deposits and other assets | ||||||||
| Total Assets | $ | $ | ||||||
| Liabilities and Stockholders' Equity: | ||||||||
| Current Liabilities: | ||||||||
| Accounts payable | $ | $ | ||||||
| Accrued expenses and other current liabilities | ||||||||
| Current portion of finance lease obligation | ||||||||
| Current portion of operating lease liabilities (includes $ and $ due to a related party) | ||||||||
| Total current liabilities | ||||||||
| Finance lease obligation | ||||||||
| Operating lease liabilities (includes $ and $ due to a related party) | ||||||||
| Total Liabilities | ||||||||
| Commitments and Contingencies (Note 10) | ||||||||
| Stockholders' Equity | ||||||||
| Common Stock, $ par value; shares authorized; | ||||||||
| and shares issued, respectively and | ||||||||
| and shares outstanding, respectively | ||||||||
| Additional paid-in-capital | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Less: Treasury stock, at cost, shares | ( | ) | ( | ) | ||||
| Total Stockholders' Equity | ||||||||
| Total Liabilities and Stockholders' Equity | $ | $ | ||||||
See accompanying notes to consolidated financial statements.
| INTEGRATED BIOPHARMA, INC. AND SUBSIDIARIES | ||||||||||||||||||||||||||||
| CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY | ||||||||||||||||||||||||||||
| FOR THE FISCAL YEARS ENDED JUNE 30, | ||||||||||||||||||||||||||||
| (in thousands, except shares) | ||||||||||||||||||||||||||||
| Common Stock | Additional | Accumulated | Treasury Stock | Total Stockholders' | ||||||||||||||||||||||||
| Shares | Par Value | Paid-in-Capital | Deficit | Shares | Cost | Equity | ||||||||||||||||||||||
| Balance, July 1, 2022 | $ | $ | $ | ( | ) | $ | ( | ) | $ | |||||||||||||||||||
| Compensation expense for employee stock options | - | - | ||||||||||||||||||||||||||
| Net loss | - | ( | ) | - | ( | ) | ||||||||||||||||||||||
| Balance, June 30, 2023 | ( | ) | ( | ) | ||||||||||||||||||||||||
| Compensation expense for employee stock options | - | - | ||||||||||||||||||||||||||
| Shares issued upon exercise of stock options | ||||||||||||||||||||||||||||
| Net income | - | - | ||||||||||||||||||||||||||
| Balance, June 30, 2024 | $ | $ | $ | ( | ) | $ | ( | ) | $ | |||||||||||||||||||
See accompanying notes to consolidated financial statements.
| INTEGRATED BIOPHARMA, INC. AND SUBSIDIARIES | ||||||||
| CONSOLIDATED STATEMENTS OF CASH FLOWS | ||||||||
| FOR THE FISCAL YEARS ENDED JUNE 30, | ||||||||
| (in thousands) | ||||||||
| 2024 | 2023 | |||||||
| Cash flows from operating activities: | ||||||||
| Net income (loss) | $ | $ | ( | ) | ||||
| Adjustments to reconcile net income (loss) to net cash provided by operating activities: | ||||||||
| Amortization of operating lease right-of-use assets | ||||||||
| Depreciation and amortization | ||||||||
| Deferred income taxes (benefit) | ||||||||
| Accretion of financing instruments, amortization of prepaid financing costs and other | ||||||||
| Compensation expense on employee stock options | ||||||||
| Unrealized (gain) loss on investment in iBio Stock | ( | ) | ||||||
| Realized loss on sale of iBio Stock | ||||||||
| Bad debt (charge offs) expense, net | ( | ) | ||||||
| Gain on disposal of fixed assets | ( | ) | ||||||
| Changes in operating assets and liabilities: | ||||||||
| Decrease (increase) in: | ||||||||
| Accounts receivable | ( | ) | ||||||
| Inventories | ( | ) | ||||||
| Prepaid expenses and other assets | ( | ) | ||||||
| (Decrease) increase in: | ||||||||
| Operating lease obligations | ( | ) | ( | ) | ||||
| Accounts payable | ( | ) | ||||||
| Accrued expenses and other current liabilities | ||||||||
| Net cash provided by operating activities | ||||||||
| Cash flows from investing activities: | ||||||||
| Purchase of property and equipment | ( | ) | ( | ) | ||||
| Proceeds from sale of iBio Stock | ||||||||
| Proceeds from sale of fixed assets | ||||||||
| Net cash used in investing activities | ( | ) | ( | ) | ||||
| Cash flows from financing activities: | ||||||||
| Repayments of advances under revolving credit facility, net | ( | ) | ||||||
| Proceeds from exercises of stock options | ||||||||
| Repayments under financed lease obligations | ( | ) | ( | ) | ||||
| Net cash used in financing activities | ( | ) | ( | ) | ||||
| Net increase in cash | ||||||||
| Cash at beginning of fiscal year | ||||||||
| Cash at end of fiscal year | $ | $ | ||||||
| Supplemental disclosures of cash flow information: | ||||||||
| Cash paid during the periods for: | ||||||||
| Interest | $ | $ | ||||||
| Income taxes | $ | $ | ||||||
| Supplemental disclosures of non-cash transactions: | ||||||||
| Acquisition of right-of-use asset, net and operating lease obligations, net | $ | $ | ||||||
| Trade in value on like-kind exchanges | $ | $ | ||||||
See accompanying notes to consolidated financial statements.
INTEGRATED BIOPHARMA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts)
Note 1. Business
Integrated BioPharma, Inc., a Delaware corporation (together with its subsidiaries, the “Company”), is engaged primarily in the business of manufacturing, distributing, marketing and sales of vitamins, nutritional supplements and herbal products. The Company’s customers are located primarily in the United States and Luxembourg. The Company was originally incorporated in the state of Delaware on August 31, 1995 under the name Chem International, Inc., on December 5, 2000, changed its name to Integrated Health Technologies, Inc. and, on January 29, 2003, changed its name to Integrated BioPharma, Inc. The Company restated its certificate of incorporation in Delaware in June 2006. 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 distributed 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 introduced into the market using the AgroLabs name (these are referred to as our branded products), (ii) The Vitamin Factory (the “Vitamin Factory”), which sold 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. The Vitamin Factory had no products available for sale and AgroLabs had
Note 2. Summary of Significant Accounting Policies
Principles of Consolidation. The accompanying consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. Intercompany transactions and accounts have been eliminated in consolidation.
Reclassifications. Certain prior year amounts have been reclassified to conform to the current year presentation.
Use of Estimates. The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Management bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. The most significant estimates include:
● sales returns and allowances;
● allowance for credit losses;
● inventory valuation;
● valuation and recoverability of long-lived assets;
● income taxes and valuation allowance on deferred income taxes, and;
● accruals for, and the probability of, the outcome of current litigation, if any.
On a continual basis, management reviews its estimates utilizing currently available information, changes in facts and circumstances, historical experience and reasonable assumptions. After such reviews, and if deemed appropriate, those estimates are adjusted accordingly. Actual results could differ from those estimates.
INTEGRATED BIOPHARMA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts)
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. |
Shipping and Handling Costs. Shipping and handling costs were approximately $
Stock-Based Compensation. The Company has two stock-based compensation plans that have outstanding options issued in accordance with such plans. The Company periodically grants stock options to employees and directors in accordance with the provisions of its stock option plans, with the exercise price of the stock options being set at the closing market price of the common stock on the date of grant. Stock based compensation expense is recognized based on the estimated fair value, utilizing a Black-Scholes option pricing model, of the instrument on the date of grant over the requisite vesting period, which is generally years.
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.
The Company files a U.S. federal income tax return as well as returns for various states. The Company’s income taxes have not been examined by any tax authorities for the periods subject to review by such taxing authorities, except for the State of New Jersey tax filings for MDC and CII which were reviewed by the State of New Jersey for the then open tax periods of
INTEGRATED BIOPHARMA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts)
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. The ROU assets related to Finance leases are included in property and equipment 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.
Fair Value of Financial Instruments. Generally accepted accounting principles require disclosing the fair value of financial instruments to the extent practicable for financial instruments which are recognized or unrecognized in the balance sheet. The fair value of the financial instruments disclosed herein is not necessarily representative of the amount that could be realized or settled, nor does the fair value amount consider the tax consequences of realization or settlement.
In assessing the fair value of financial instruments, the Company uses a variety of methods and assumptions, which are based on estimates of market conditions and risks existing at the time. For certain instruments, including cash and cash equivalents, accounts receivable, accounts payable, and accrued expenses, it was estimated that the carrying amount approximated fair value because of the short maturities of these instruments. All debt is based on current rates at which the Company could borrow funds with similar remaining maturities and approximates fair value.
Accounts Receivable and Allowance for Credit Losses. In the normal course of business, the Company extends credit to customers. Accounts receivable, less the allowance for credit losses, reflect the net realizable value of receivables, and approximate fair value. The Company believes there is no concentration of credit risk with any single customer whose failure or nonperformance would materially affect the Company’s results other than as discussed in Note 9(c) – Significant Risks and Uncertainties – Major Customers. On a regular basis, the Company evaluates its accounts receivables and establishes an allowance for credit losses based on a combination of specific customer circumstances, credit conditions, and historical write-offs and collections. The allowance for credit losses as of June 30, 2024 and 2023 was $
Inventories. Inventories are stated at the lower of cost or net realizable value. Cost is determined using the first-in, first-out method. Allowances for obsolete and overstock inventories are estimated based on “expiration dating” of inventory and projection of sales.
INTEGRATED BIOPHARMA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts)
Property and Equipment. Property and equipment are recorded at cost and are depreciated using the straight line method over the following estimated useful lives:
| Building | |
| Leasehold Improvements | Shorter of estimated useful life or term of lease |
| Machinery and Equipment | |
| Transportation Equipment |
Impairment of Long-Lived Assets. Long-lived assets are reviewed for impairment when circumstances indicate that the carrying value of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of the assets to the future net cash flows estimated by the Company to be generated by such assets. If such assets are considered to be impaired, the impairment to be recognized is the amount by which the carrying amount of the assets exceeds the fair value of the assets. Assets to be disposed of by sale are recorded as held for sale at the lower of carrying value or estimated net realizable value. Tests for impairment or recoverability are performed at least annually and require significant management judgment and the use of estimates which the Company believes are reasonable and appropriate at the time of the impairment test. Future unanticipated events affecting cash flows and changes in market conditions could affect such estimates and result in the need for an impairment charge. The Company also re-evaluates the periods of amortization to determine whether circumstances warrant revised estimates of current useful lives. impairment losses were identified or recorded in the fiscal years ended June 30, 2024 and 2023 on the Company’s long-lived assets.
Investment in iBio, Inc. Prior to the adoption of ASU 2016-01 on July 1, 2018, the Company accounted for its investment in iBio, Inc. (“iBio”) common stock on the cost basis as it retained approximately
Accounting Pronouncements Adopted
None
Accounting Pronouncements Not Yet Adopted
In November 2023, FASB issued ASU 2023-07 - Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which requires public entities with a single reportable segment to provide all the disclosures required by this standard and all existing segment disclosures in Topic 280 on an interim and annual basis, including new requirements to disclose significant segment expenses that are regularly provided to the CODM and included within the reported measure(s) of a segment's profit or loss, the amount and composition of any other segment items, the title and position of the CODM, and how the CODM uses the reported measure(s) of a segment's profit or loss to assess performance and decide how to allocate resources. The guidance is effective for our annual period beginning July 1, 2024, and interim periods thereafter, applied retrospectively with early adoption permitted. The Company is currently evaluating the impact of adoption of this standard on its consolidated financial statements and disclosures.
In December 2023, the FASB issued ASU 2023-09 - Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which requires public entities to provide greater disaggregation within their annual rate reconciliation, including new requirements to present reconciling items on a gross basis in specified categories, disclose both percentages and dollar amounts, and disaggregate individual reconciling items by jurisdiction and nature when the effect of the items meet a quantitative threshold. The guidance also requires disaggregating the annual disclosure of income taxes paid, net of refunds received, by federal (national), state, and foreign taxes, with separate presentation of individual jurisdictions that meet a quantitative threshold. The guidance is effective for the Company's annual periods beginning July 1, 2025 on a prospective basis, with a retrospective option, and early adoption is permitted. The Company is currently evaluating the impact of adoption of this standard on its consolidated financial statements and disclosures.
Note 3. 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:
| June 30, | ||||||||
| 2024 | 2023 | |||||||
| Raw materials | $ | $ | ||||||
| Work-in-process | ||||||||
| Finished goods | ||||||||
| Total | $ | $ | ||||||
Note 4. Property and Equipment, net
Property and equipment consists of the following:
| June 30, | ||||||||
| 2024 | 2023 | |||||||
| Land and building | $ | $ | ||||||
| Leasehold improvements | ||||||||
| Machinery and equipment | ||||||||
| Less: Accumulated depreciation and amortization | ( | ) | ( | ) | ||||
| Total | $ | $ | ||||||
Depreciation and amortization expense was $
Note 5. Senior Credit Facility
As of June 30, 2024 and 2023, the Company had
On May 9, 2024, 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, May 15, 2019, June 28, 2019 and March 16, 2023.
INTEGRATED BIOPHARMA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts)
The Amended Loan Agreement provides for a total of $
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
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 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) $
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 6. Interest Expense
The components of interest expense for the fiscal years ended June 30, 2024 and 2023 are presented below:
| For the Fiscal Year Ended June 30, | ||||||||
| 2024 | 2023 | |||||||
| Interest on Senior Debt | $ | $ | ||||||
| Amortization of prepaid financing costs | ||||||||
| Interest Expense | $ | $ | ||||||
The weighted average interest rate paid was
INTEGRATED BIOPHARMA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts)
Note 7. Income Taxes
The components of the provision for income taxes consists of the following:
| For the fiscal year | ||||||||
| ended June 30, | ||||||||
| 2024 | 2023 | |||||||
| Current - Federal tax expense | $ | $ | ||||||
| Current - State tax expense | ||||||||
| Deferred - Federal tax expense | ||||||||
| Deferred - State tax expense | ||||||||
| Income tax expense, net | $ | $ | ||||||
A reconciliation of the statutory tax rate to the effective tax rate is as follows:
| For the fiscal year | ||||||||
| ended June 30, | ||||||||
| 2024 | 2023 | |||||||
| Statutory federal income tax rate | % | % | ||||||
| State income tax rate | % | % | ||||||
| Stock compensation | % | % | ||||||
| Change in valuation allowance | ( | )% | ( | )% | ||||
| Write-off of valuation allowance | % | % | ||||||
| Federal and state true-up | ( | )% | % | |||||
| Loss on sale of iBio Stock | % | |||||||
| Non-deductible expenses | % | % | ||||||
| Effective income tax rate | % | % | ||||||
Deferred income taxes reflect the tax effects of temporary differences between the carrying amounts of assets and liabilities for financial accounting purposes and the amounts used for income tax reporting. Significant components of the Company’s net deferred tax assets are as follows:
| June 30, | ||||||||
| 2024 | 2023 | |||||||
| Deferred Tax Assets | ||||||||
| Net operating loss | $ | $ | ||||||
| Capital loss carryover | ||||||||
| Depreciation | ( | ) | ( | ) | ||||
| Inventory | ||||||||
| Other | ||||||||
| Valuation allowance | ( | ) | ( | ) | ||||
| Total deferred tax asset, net | $ | $ | ||||||
The Company has net operating losses (“NOL”) of approximately $
INTEGRATED BIOPHARMA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts)
Realization of the NOL carryforwards and other deferred tax temporary differences is contingent on future taxable earnings. The Company’s deferred tax asset was reviewed for expected utilization using a “more likely than not” approach by assessing the available positive and negative evidence surrounding its recoverability. Accordingly, a valuation allowance has been recorded against the Company’s deferred tax asset, as it was determined based upon past taxable losses and inconsistent taxable income in the past few years, that it was “more likely than not” that the Company’s deferred tax assets would not be realized.
The Company will continue to assess and evaluate strategies that will enable the deferred tax asset, or portion thereof, to be utilized, and will reduce the valuation allowance appropriately at such time when it is determined that the “more likely than not” criteria is satisfied.
There were
The latest three years of Federal and four years of state tax returns filed for the fiscal years ended through June 30, 2024 are currently open. The tax returns for the year ended June 30, 2024 will be filed by March 15, 2025.
Note 8. Profit-Sharing Plan
The Company maintains a profit-sharing plan, which qualifies under Section 401(k) of the Internal Revenue Code, covering all nonunion employees meeting age and service requirements. Contributions are determined by matching a percentage of employee contributions. For the fiscal years ended June 30, 2024 and 2023, the Company contributed approximately $
Note 9. Significant Risks and Uncertainties
(a) Concentrations of Credit Risk-Cash. The Company maintains balances at several financial institutions. Deposits at each institution are insured by the Federal Deposit Insurance Corporation up to $
(b) Concentrations of Credit Risk-Receivables. The Company routinely assesses the financial strength of its customers and, based upon factors surrounding the credit risk of its customers, establishes an allowance for uncollectible accounts and, as a consequence, believes that its accounts receivable credit risk exposure beyond such allowances is limited. The Company does not require collateral in relation to its trade accounts receivable credit risk.
(c) Major Customers. In the fiscal years ended June 30, 2024 and 2023, approximately
INTEGRATED BIOPHARMA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts)
(d) Business Risks. The Company insures its business and assets against insurable risks, to the extent that it deems appropriate, based upon an analysis of the relative risks and costs. The Company believes that the risk of loss from non-insurable events would not have a material adverse effect on the Company’s operations as a whole.
The raw materials used by the Company are primarily commodities and agricultural-based products. Raw materials used by the Company in the manufacture of its nutraceutical products are purchased from independent suppliers. Raw materials are available from numerous sources and the Company believes that it will continue to obtain adequate supplies.
As of June 30, 2024, approximately
The Company has seen a negative impact in its margins due to inflation, shipping delays and tightened labor markets. The Company may not be able to timely increase its selling prices to its customer resulting from price increases from its suppliers due to various economic factors, including inflation, shipping and labor costs and its own increases in shipping, labor and other operating costs. The Company’s results of operations may also be affected by economic conditions, including inflationary pressures, that can impact consumer disposable income levels and spending habits, thereby reducing the orders it may receive from the Company’s significant customers.
The Company continues to experience minimal supply chain disruptions relating to transportation issues as it pertains to international shipping of certain raw materials used in the Company’s manufacturing process. These issues first arose as result of the COVID-19 pandemic and other geo-political events.
During the first quarter of calendar 2022, the war in Ukraine affected the Company’s customer’s business operations in Ukraine and Russia, resulting in the cancelation of some future orders. The war resulted in the imposition of sanctions by the United States, the United Kingdom, and the European Union, that affect the cross-border operations of businesses operating in Russia. In addition, many multinational companies ceased or suspended their operations in Russia. Therefore, the ability to continue operations in Russia by the Company’s customers is uncertain.
Additionally, the current Israel-Hamas war in the Middle East could negatively impact the sales and margins of the Company. Certain customers sell into Israel and the Company sources certain raw materials from Israel. If the Israel-Hamas war carries on for a significant time frame, it could have a negative impact on the sales and margins of the Company if the Company is unable to replace these sales with other sales and/or obtain the same raw materials at substantially the same price as currently paid.
INTEGRATED BIOPHARMA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts)
Note 10. Lease Commitments and Contingencies
(a) Leases. The Company has operating and finance leases for its corporate and sales offices, warehousing and packaging facilities and certain machinery and equipment, including office equipment. The Company’s leases have remaining terms of less than
The components of lease expense for the fiscal year ended June 30, 2024 and 2023 were as follows:
| 2024 | 2023 | |||||||||||||||||||||||
| Related Party - Vitamin Realty | Other Leases | Totals | Related Party - Vitamin Realty | Other Leases | Totals | |||||||||||||||||||
| Operating Lease Costs | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
| Finance Operating Lease Costs: | ||||||||||||||||||||||||
| Amortization of right-of use assets | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
| Total Finance Lease Costs | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
Rent and lease amortization costs are included in cost of sales and selling and administrative expenses in the accompanying Condensed Consolidated Statements of Operations.
Operating Lease Liabilities
Related Party Operating Lease Liabilities. Warehouse and office facilities are leased from Vitamin Realty Associates, LLC (“Vitamin Realty”), which is
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
Rent expense, lease amortization costs and imputed interest costs on these related party leases were $
Other Operating Lease Liabilities. The Company has entered into certain non-cancelable operating lease agreements expiring up through May 2027, related to machinery and equipment and office equipment.
INTEGRATED BIOPHARMA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts)
As of June 30, 2024, the Company’s ROU assets, lease obligations and remaining cash commitment on these leases is as follows:
| Right-of-use Assets | Current Portion Operating Lease Obligations | Operating Lease Obligations | Remaining Cash Commitment | |||||||||||||
| Vitamin Realty Leases | $ | $ | $ | $ | ||||||||||||
| Warehouse Lease | ||||||||||||||||
| Transportation Lease | ||||||||||||||||
| Office equipment leases | ||||||||||||||||
| $ | $ | $ | $ | |||||||||||||
As of June 30, 2023, the Company’s ROU assets, lease obligations and remaining cash commitment on these leases is as follows:
| Right-of-use Assets | Current Portion Operating Lease Obligations | Operating Lease Obligations | Remaining Cash Commitment | |||||||||||||
| Vitamin Realty Leases | $ | $ | $ | $ | ||||||||||||
| Warehouse Lease | ||||||||||||||||
| Office equipment leases | ||||||||||||||||
| $ | $ | $ | $ | |||||||||||||
As of June 30, 2024 and 2023, the Company’s weighted average discount rate is
Financed Lease Obligation.
On June 15, 2022, the Company entered into a financed lease obligation with LEAF Capital Funding, LLC in the amount of $
As of each June, 2024 and 2023, the Company’s weighted average discount rate for the outstanding finance lease obligation is
INTEGRATED BIOPHARMA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts)
Supplemental cash flows information related to leases for the fiscal year ended June 30, 2024 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 | $ | $ | $ | |||||||||
| Operating cash flows from finance lease obligations | ||||||||||||
| Financing cash flows from finance lease obligations | ||||||||||||
Supplemental cash flows information related to leases for the fiscal year ended June 30, 2023 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 | $ | $ | $ | |||||||||
| Operating cash flows from finance lease obligations | ||||||||||||
| Financing cash flows from finance lease obligations | ||||||||||||
In the fiscal year ended June 30, 2024, the Company entered into a year operating lease for transportation equipment with an annual commitment of $
Maturities of operating lease liabilities as of June 30, 2024 were as follows:
| Year ending June 30, | Operating Lease Commitment | Related Party Operating Lease Commitment | Finance Lease Obligation | Total | ||||||||||||
| 2025 | $ | $ | $ | $ | ||||||||||||
| 2026 | ||||||||||||||||
| 2027 | ||||||||||||||||
| 2028 | ||||||||||||||||
| Total minimum lease payments | ||||||||||||||||
| Imputed interest | ( | ) | ( | ) | ( | ) | ||||||||||
| Total | $ | $ | $ | $ | ||||||||||||
(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.
INTEGRATED BIOPHARMA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts)
Note 11. Related Party Transactions
Information related to related party transactions are disclosed in Note 10(a). Leases for related party lease transactions.
Note 12. Equity Transactions and Stock-Based Compensation
Stock Option Plans. The Company has adopted a stock option plan for the granting of options or restricted shares to employees, officers, directors and consultants of the Company that originally provided for the issuance of up to
In the fiscal year ended June 30, 2024, the Board of Directors authorized the issuance of up to
In August 2024, the Board of Directors authorized the issuance of
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 year ended June 30, 2024:
| Risk Free Interest Rate | % | |||
| Volatility | % | |||
| Term | to years | |||
| Dividend Rate | % | |||
| Closing Price of Common Stock | $ |
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.
In the fiscal year ended June 30, 2023, the Board of Directors authorized the issuance of
INTEGRATED BIOPHARMA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts)
In the fiscal years ended June 30, 2024 and 2023, stock options in the aggregate amount of
The intrinsic value of options outstanding and exercisable at June 30, 2024 and 2023 was $
A summary of the Company’s stock option activity, and related information for the years ended June 30, follows:
| Weighted | ||||||||
| Average | ||||||||
| Exercise | ||||||||
| Options | Price | |||||||
| Outstanding as of July 1, 2022 | $ | |||||||
| Granted | ||||||||
| Exercised | ||||||||
| Terminated | ||||||||
| Expired | ( | ) | ||||||
| Outstanding as of June 30, 2023 | ||||||||
| Granted | ||||||||
| Exercised | ( | ) | ||||||
| Terminated | ( | ) | ||||||
| Expired | ( | ) | ||||||
| Outstanding as of June 30, 2024 | $ | |||||||
| Exercisable at June 30, 2023 | $ | |||||||
| Exercisable at June 30, 2024 | $ | |||||||
The following table summarizes the range of exercise prices and weighted-average exercise prices for stock options outstanding and exercisable as of June 30, 2024 under the Company’s stock option plans:
| Weighted | ||||||||||||||||||
| Weighted | Weighted Average | Average | ||||||||||||||||
|
| Average | Remaining | Exercise | |||||||||||||||
| Range of Exercise Price | Outstanding | Exercise Price | Contractual Life (years) | Exercisable | Price | |||||||||||||
| $ | - | $ | $ | $ | ||||||||||||||
| $ | - | $ | ||||||||||||||||
| $ | - | $ | ||||||||||||||||
| $ | - | $ | ||||||||||||||||
| # | - | $ | ||||||||||||||||
| $ | - | $ | ||||||||||||||||
| $ | - | $ | ||||||||||||||||
| $ | - | $ | ||||||||||||||||
| $ | - | $ | ||||||||||||||||
| $ | - | $ | $ | 0.34 | $ | |||||||||||||
INTEGRATED BIOPHARMA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts)
Note 13. Segment Information
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 reportable segments; Contract Manufacturing and Other Nutraceutical Businesses. The international sales, concentrated primarily in Europe, for the fiscal years ended June 30, 2024 and 2023 were $
Financial information relating to the fiscal years ended June 30, 2024 and 2023 operations by business segment are as follows:
| Sales, Net | Segment | ||||||||||||||||||||||||||||
| U.S. | International | Gross | Capital | Total | |||||||||||||||||||||||||
| Customers | Customers | Total | Profit | Depreciation | Expenditures | Assets | |||||||||||||||||||||||
| Contract Manufacturing | 2024 | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||
| 2023 | |||||||||||||||||||||||||||||
| Other Nutraceutical Businesses | 2024 | ||||||||||||||||||||||||||||
| 2023 | |||||||||||||||||||||||||||||
| Total Company | 2024 | ||||||||||||||||||||||||||||
| 2023 | |||||||||||||||||||||||||||||
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: September 20, 2024 | By: /s/ Christina Kay |
| Christina Kay | |
| Co-Chief Executive Officer | |
| Date: September 20, 2024 | By: /s/ Dina L. Masi |
| Dina L. Masi | |
| Chief Financial Officer |
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons in the capacities and on the dates indicated.
| Name |
Title |
Date |
||
| /s/ Christina Kay |
Co-Chief Executive Officer and Director |
September 20, 2024 |
||
| Christina Kay |
(Principal Executive Officer) |
|||
| /s/ Riva Sheppard |
Co-Chief Executive Officer and Director |
September 20, 2024 |
||
| Riva Sheppard |
(Principal Executive Officer) |
|||
| /s/ Dina L. Masi |
Chief Financial Officer |
September 20, 2024 |
||
| Dina L. Masi |
(Principal Financial Officer and |
|||
| Principal Accounting Officer) |
||||
| /s/ Robert Canarick |
Director |
September 20, 2024 |
||
| Robert Canarick |
||||
| /s/ Damon DeSantis |
Director |
September 20, 2024 |
||
| Damon DeSantis |
||||
| /s/ William H. Milmoe |
Director |
September 20, 2024 |
||
| William H. Milmoe |
||||
| /s/ Eric Friedman | Director | September 20, 2024 | ||
| Eric Friedman | ||||
EXHIBIT 21
INTEGRATED BIOPHARMA, INC. AND SUBSIDIARIES
SUBSIDIARIES OF THE REGISTRANT
|
Subsidiary Name |
State of Incorporation |
|
|
|
|
Manhattan Drug Company, Inc. |
New Jersey |
|
AgroLabs, Inc. |
New Jersey |
|
IHT Health Products, Inc. |
Delaware |
|
Vitamin Factory, Inc. |
Delaware |
|
IHT Properties, Inc. |
Delaware |
|
MDC Warehousing and Distribution, Inc. (f/k/a The Organic Beverage Company) |
New Jersey |
|
InB:Paxis Pharmaceuticals, Inc. (f/k/a Paxis Pharmaceuticals, Inc.) - inactive |
Delaware |
Exhibit 23.1
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM’S CONSENT
We consent to the incorporation by reference in the Registration Statement of Integrated BioPharma, Inc. on Form S-8 (File Nos. 333-229069, 333-37509, 333-87456 and 333-87458) and Form S-3 (File Nos. 333-144155 and 333-149855) of our report dated September 20, 2024, with respect to our audits of the consolidated financial statements of Integrated BioPharma, Inc. as of June 30, 2024 and June 30, 2023 and for the two years in the period ended June 30, 2024, which report is included in this Annual Report on Form 10-K of Integrated BioPharma, Inc. for the year ended June 30, 2024.
/s/ Marcum LLP
Marcum LLP
East Hanover, NJ
September 20, 2024
Exhibit 31.1
CERTIFICATION
Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
We, Christina Kay and Riva Sheppard, Co-Chief Executive Officers, certify that:
|
|
1. |
We have reviewed this annual report on Form 10-K 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; |
|
|
3. |
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(s) 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; and |
|
|
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 fiscal 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(s) and we 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: |
|
|
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: September 20, 2024 |
By: /s/ Christina Kay |
|
|
Name: Christina Kay |
|
|
Title: Co-Chief Executive Officer |
|
Date: September 20, 2024 |
By: /s/ Riva Sheppard |
|
|
Name: Riva Sheppard |
|
|
Title: Co-Chief Executive Officer |
Exhibit 31.2
CERTIFICATION
Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
I, Dina L. Masi, Senior Vice President & Chief Financial Officer, certify that:
|
|
1. |
I have reviewed this annual report on Form 10-K 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 officer(s) 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; and |
|
|
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 fiscal 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(s) 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: |
|
|
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: September 20, 2024 |
By: /s/ Dina L. Masi |
|
|
Name: Dina L. Masi |
|
|
Title: Senior Vice President & Chief Financial Officer |
Exhibit 32.1
CERTIFICATION
As adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
In connection with the Annual Report on Form 10-K for the fiscal year ended June 30, 2024 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. (the "Company"), certifies, 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 the 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 and 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.
|
Date: September 20, 2024 |
By: /s/ Christina Kay |
|
|
Christina Kay |
|
|
Co-Chief Executive Officer |
|
Date: September 20, 2024 |
By: /s/ Riva Sheppard |
|
|
Riva Sheppard |
|
|
Co-Chief Executive Officer |
Exhibit 32.2
CERTIFICATION OF PERIODIC REPORT
As adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
In connection with the Annual Report on Form 10-K for the fiscal year ended June 30, 2024 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. (the "Company"), 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 the 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 and 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.
|
Date: Date: September 20, 2024 |
By: /s/ Dina L. Masi |
|
|
Dina L. Masi |
|
|
Senior Vice President and Chief Financial Officer |