10-Q - INBP - Equibles

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington D.C. 20549

____________

FORM 10-Q

☑ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended March 31, 2023

☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from to

Commission File Number 001-31668

INTEGRATED BIOPHARMA, INC.

(Exact name of registrant, as specified in its charter)

Delaware	** 22-2407475**
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification No.)

225 Long Ave., Hillside, New Jersey ****

07205

(Address of principal executive offices) (Zip Code)

(888) 319-6962

(Registrant’s telephone number, including Area Code)

Not Applicable

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Exchange Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
None	None	None

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities and Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ☑ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes ☑ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

			Smaller reporting company ☑
Large accelerated filer ☐ ****	Accelerated filer ☐ ****	Non-accelerated filer ☑	Emerging growth company ☐ ****

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. 

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

Yes ☐ **** No ☑

As of May 11, 2023, there were 29,932,944 shares of common stock, $0.002 par value per share, of the registrant outstanding.

INTEGRATED BIOPHARMA, INC. AND SUBSIDIARIES

FORM 10-Q QUARTERLY REPORT

For the Three and Nine Months Ended March 31, 2023

INDEX

		Page
	Part I. Financial Information
Item 1.	Condensed Consolidated Statements of Operations for the Three and Nine months Ended March 31, 2023 and 2022 (unaudited)	2
	Condensed Consolidated Balance Sheets as of March 31, 2023 and June 30, 2022 (unaudited)	3
	Condensed Consolidated Statement of Stockholders’ Equity for the Three and Nine months Ended March 31, 2023 and 2022 (unaudited)	4
	Condensed Consolidated Statements of Cash Flows for the Nine months Ended March 31, 2023 and 2022 (unaudited)	5
	Notes to the Condensed Consolidated Financial Statements (unaudited)	6
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	17
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	24
Item 4.	Controls and Procedures	24
	Part II. Other Information
Item 1.	Legal Proceedings	25
Item 1A.	Risk Factors	25
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	25
Item 3.	Defaults Upon Senior Securities	25
Item 4.	Mine Safety Disclosure	25
Item 5.	Other Information	25
Item 6.	Exhibits	26
	Other
Signatures		27

Cautionary Statement Regarding Forward-Looking Statements

Certain statements in this Quarterly Report on Form 10-Q may constitute “forward-looking” statements as defined in Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), Section 21E of the Securities Exchange Act of 1934, 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 COVID-19 pandemic; the impact of the war in Ukraine the tightened labor markets and inflation, and other factors both referenced and not referenced in the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2022 (“Form 10-K”), as filed with the SEC. Statements that are not historical fact are forward-looking statements. Forward-looking statements can be identified by, among other things, the use of forward-looking language, such as the words, “plan”, “believe”, “expect”, “anticipate”, “intend”, “estimate”, “project”, “may”, “will”, “would”, “could”, “should”, “seeks”, or “scheduled to”, or other similar words, or the negative of these terms or other variations of these terms or comparable language, or by discussion of strategy or intentions. These cautionary statements are being made pursuant to the Securities Act, the Exchange Act and the PSLRA with the intention of obtaining the benefits of the “safe harbor” provisions of such laws. The Company cautions investors that any forward-looking statements made by the Company are not guarantees or indicative of future performance. Important assumptions and other important factors that could cause actual results to differ materially from those forward-looking statements with respect to the Company, include, but are not limited to, the risks and uncertainties affecting their businesses described in Item 1A of the Company’s Form 10-K and in other filings by the Company with the SEC. Although the Company believes that its plans, intentions and expectations reflected in or suggested by such forward-looking statements are reasonable, actual results could differ materially from a projection or assumption in any of its forward-looking statements. The Company’s future financial condition and results of operations, as well as any forward-looking statements, are subject to change and inherent risks and uncertainties. The forward-looking statements contained in this Quarterly Report on Form 10-Q are made only as of the date hereof and the Company does not have or undertake any obligation to update or revise any forward-looking statements whether as a result of new information, subsequent events or otherwise, unless otherwise required by law.

ITEM 1. FINANCIAL STATEMENTS

INTEGRATED BIOPHARMA, INC. AND ITS SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except share and per share amounts)

(Unaudited)

	Three months ended						Nine months ended
	March 31,						March 31,
	2023			2022			2023			2022
Sales, net	$	13,098		$	15,634		$	37,678		$	42,979
Cost of sales		12,090			13,652			34,603			37,823
Gross profit		1,008			1,982			3,075			5,156
Selling and administrative expenses		964			990			3,034			2,849
Operating income		44			992			41			2,307
Other income (expense), net
Interest expense		(13	)		(30	)		(38	)		(104	)
Realized loss on sale of investment in iBio Stock		-			-			(35	)		-
Unrealized (loss) gain on investments		-			(6	)		27			(48	)
Other income, net		15			4			22			35
Other income (expense), net		2			(32	)		(24	)		(117	)
Income before income taxes		46			960			17			2,190
Income tax (expense) benefit, net		(30	)		(163	)		(91	)		154
Net income (loss)	$	16		$	797		$	(74	)	$	2,344
Basic earnings per common share	$	0.00		$	0.03		$	(0.00	)	$	0.08
Diluted earnings per common share	$	0.00		$	0.03		$	(0.00	)	$	0.07
Weighted average common shares outstanding - basic		29,949,610			29,821,138			29,949,610			29,826,321
Add: Equivalent shares outstanding		1,513,699			2,539,260			-			2,587,508
Weighted average common shares outstanding - diluted		29,949,610			32,360,398			29,949,610			32,413,829

See accompanying notes to unaudited condensed consolidated financial statements.

INTEGRATED BIOPHARMA, INC. AND ITS SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION

(in thousands, except share and per share amounts)

(Unaudited)

			June 30,
			2022
Assets	****	****	****	****	****
Current Assets:	****	****	****	****	****
Cash	2,529		$	331
Accounts receivable, net	4,683			4,888
Inventories	9,937			11,055
Other current assets	359			352
Total current assets	17,508			16,626
Property and equipment, net	1,719			1,910
Operating lease right-of-use assets (includes 2,249 and 1,839 with a related party)	2,839			1,867
Deferred tax assets, net	4,756			4,798
Security deposits and other assets	58			49
Total Assets	26,880		$	25,250
Liabilities and Stockholders' Equity:	****	****	****	****	****
Current Liabilities:	****	****	****	****	****
Advances under revolving credit facility	-		$	101
Accounts payable (includes 33 and 72 due to related party)	3,533			3,209
Accrued expenses and other current liabilities	1,707			1,411
Current portion of long term debt, net	42			32
Current portion of operating lease liabilities (includes 764 and 503 with a related party)	878			510
Total current liabilities	6,160			5,236
Long term debt	18			53
Operating lease liabilities (includes 1,485 and 1,338 with a related party)	1,961			1,359
Total liabilities	8,139			6,675
Commitments and Contingencies (Note 6)	****	****	****	****	****
Stockholders' Equity :	****	****	****	****	****
Common Stock, 0.002 par value; 50,000,000 shares authorized;
29,984,510 and 29,949,610 shares issued and outstanding, respectively	60			60
Additional paid-in capital	51,159			50,919
Accumulated deficit	(32,379	)		(32,305	)
Less: Treasury stock, at cost, 34,900 shares	(99	)		(99	)
Total Stockholders' Equity	18,741			18,575
Total Liabilities and Stockholders' Equity	26,880		$	25,250

All values are in US Dollars.

See accompanying notes to unaudited condensed consolidated financial statements.

INTEGRATED BIOPHARMA, INC. AND ITS SUBSIDIARIES

CONDENSED CONSOLIDATED FINANCIAL STATEMENTS OF STOCKHOLDERS’ EQUITY

FOR THE THREE AND NINE MONTHS ENDED MARCH 31, 2023 AND 2022

(in thousands, except share and per share amounts)

(Unaudited)

FOR THE THREE AND NINE MONTHS ENDED MARCH 31, 2023:

															Total
	Common Stock				Additional		Accumulated			Treasury Stock					Stockholders'
	Shares		Par Value		Paid-in-Capital		Deficit			Shares		Cost			Equity
Balance, July 1, 2022		29,984,510	$	60	$	50,919	$	(32,305	)		34,900	$	(99	)	$	18,575
Stock compensation expense for employee stock options		-		-		81		-			-		-			81
Net loss		-		-		-		(35	)		-		-			(35	)
Balance, September 30, 2022		29,954,510		60		51,000		(32,340	)		34,900		(99	)		18,621
Stock compensation expense for employee stock options		-		-		86		-			-		-			86
Net loss		-		-		-		(55	)		-		-			(55	)
Balance, December 31, 2022		29,954,510		60		51,086		(32,395	)		34,900		(99	)		18,652
Stock compensation for employee stock options		-		-		73		-			-		-			73
Net income		-		-		-		16			-		-			16
Balance, March 31, 2023		29,954,510	$	60	$	51,159	$	(32,379	)		34,900	$	(99	)	$	18,741

FOR THE THREE AND NINE MONTHS ENDED MARCH 31, 2022:

	Common Stock				Additional		Accumulated			Treasury Stock					Total Stockholders'
	Shares		Par Value		Paid-in-Capital		Deficit			Shares		Cost			Equity
Balance, July 1, 2021		29,838,177	$	60	$	50,516	$	(36,143	)		34,900	$	(99	)	$	14,334
Stock compensation expense for employee stock options		-		-		37		-			-		-			37
Shares issued upon exercise of employee stock options		17,000		-		4		-			-		-			4
Net income		-		-		-		516			-		-			516
Balance, September 30, 2021		29,855,177		60		50,557		(35,627	)		34,900		(99	)		14,891
Stock compensation expense for employee stock options		-		-		145		-			-		-			145
Shares issued upon exercise of employee stock options		11,667		-		3		-			-		-			3
Net income		-		-		-		1,031			-		-			1,031
Balance, December 31, 2021		29,866,844		60		50,705		(34,596	)		34,900		(99	)		16,070
Stock compensation expense for employee stock options		-		-		108		-			-		-			108
Shares issued upon exercise of employee stock options		1,000		-		-		-			-		-			-
Net income		-		-		-		797			-		-			797
Balance, March 31, 2022		29,867,844	$	60	$	50,813	$	(33,799	)		34,900	$	(99	)	$	16,975

See accompanying notes to unaudited condensed consolidated financial statements.

INTEGRATED BIOPHARMA, INC. AND ITS SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands, except share and per share amounts)

(Unaudited)

	Nine months ended
	March 31,
	2023			2022
Cash flows provided by operating activities:
Net (loss) income	$	(74	)	$	2,344
Adjustments to reconcile net income to net cash from operating activities:
Depreciation and amortization		267			247
Amortization of operating lease right-of-use assets		588			374
Stock based compensation		240			290
Change in deferred tax assets		42			(402	)
Realized loss on sale of investment in iBio Stock		35			-
Unrealized (gain) loss on investment in iBio Stock		(27	)		48
Other, net		9			(4	)
Changes in operating assets and liabilities:
Decrease (increase) in:
Accounts receivable, net		205			(394	)
Inventories		1,118			(1,401	)
Other assets		(39	)		(239	)
(Decrease) increase in:
Accounts payable		346			1,285
Accrued expenses and other liabilities		296			(385	)
Operating lease obligations		(588	)		(375	)
Net cash provided by operating activities		2,418			1,388
Cash flows from investing activities:
Purchase of property and equipment		(98	)		(451	)
Proceeds from sale of iBio Stock		4			-
Proceeds from sale of machinery and equipment		-			21
Net cash used in investing activities		(94	)		(430	)
Cash flows from financing activities:
Proceeds from exercise of employee stock options		-			7
Repayments (advances) under revolving credit facility		(101	)		555
Repayments under term note payables		-			(1,466	)
Repayments under finance lease obligations		(25	)		-
Net cash used in financing activities		(126	)		(904	)
Net increase in cash		2,198			54
Cash at beginning of period		331			210
Cash at end of period	$	2,529		$	264
Supplemental disclosures of cash flow information:	****	****	****	****
---	---	---	---	---
Interest paid	$	31	$	90
Income taxes paid	$	-	$	446
Supplemental disclosures of non-cash flow transactions:	****	****	****	****
Acquisition of right-of-use assets, net	$	1,560	$	-
Amount owed on purchase of property and equipment	$	-	$	84

See accompanying notes to unaudited condensed consolidated financial statements.

INTEGRATED BIOPHARMA, INC. AND ITS SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share amounts)

(Unaudited)

Note 1. Nature of Operations, Principles of Consolidation and Basis of Presentation of Interim Financial Statements

Nature of Operations

Integrated BioPharma, Inc., a Delaware corporation (together with its subsidiaries, the “Company”), is engaged primarily in manufacturing, distributing, marketing and sales of vitamins, nutritional supplements and herbal products. The Company’s customers are located primarily in the United States 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, the Company 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 sells private label MDC products, as well as our AgroLabs products, through the Internet, (iii) IHT Health Products, Inc. (“IHT”) a distributor of fine natural botanicals, including multi minerals produced under a license agreement, (iv) MDC Warehousing and Distribution, Inc. (“MDC Warehousing“), 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 the three and nine months ended March 31, 2023and 2022 .

Principles of Consolidation

The accompanying condensed consolidated financial statements for the interim periods are unaudited and include the accounts of Company. Intercompany transactions and accounts have been eliminated in consolidation.

Basis of Presentation of Interim Financial Statements

The accompanying condensed consolidated financial statements for the interim periods are unaudited and include the accounts of Integrated BioPharma, Inc., a Delaware corporation (together with its subsidiaries, the “Company”). The interim condensed consolidated financial statements have been prepared in conformity with Rule 8-03 of Regulation S-X of the Securities and Exchange Commission (“SEC”) and therefore do not include information or footnotes necessary for a complete presentation of financial position, results of operations and cash flows in conformity with accounting principles generally accepted in the United States of America (“GAAP”). However, all adjustments (consisting only of normal recurring adjustments) which are, in the opinion of management, necessary for a fair presentation of the financial position and operating results for the periods presented have been included. These condensed consolidated financial statements should be read in conjunction with the financial statements and notes thereto, together with Management’s Discussion and Analysis of Financial Condition and Results of Operations, contained in the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2022 (“Form 10-K”), as filed with the SEC. The June 30, 2022 balance sheet was derived from audited financial statements, but does not include all disclosures required by GAAP. The preparation of the unaudited condensed financial statements in conformity with these accounting principles requires management to make estimates and assumptions that affect the amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the period. Ultimate results could differ from the estimates of management. The results of operations for the three and nine months ended March 31, 2023 are not necessarily indicative of the results for the full fiscal year ending June 30, 2023 or for any other period.

INTEGRATED BIOPHARMA, INC. AND ITS SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share amounts)

(Unaudited)

Significant Accounting Policies

Revenue Recognition. The Company recognizes product sales revenue, the prices of which are fixed and determinable, when title and risk of loss have transferred to the customer, when estimated provisions for product returns, rebates, charge-backs and other sales allowances are reasonably determinable, and when collectability is reasonably assured. Accruals for these items are presented in the consolidated financial statements as reductions to sales. The Company’s net sales represent gross sales invoiced to customers, less certain related charges for discounts, returns, rebates, charge-backs and other allowances. Cost of sales includes the cost of raw materials and all labor and overhead associated with the manufacturing and packaging of the products. Gross margins are affected by, among other things, changes in the relative sales mix among our products and valuation and/or charge off of slow moving, expired or obsolete inventories. To perform revenue recognition for arrangements within the scope of ASC 606, the Company performs the following five steps:

●	identification of the promised goods or services in the contract;
●	determination of whether the promised goods or serves are performance obligations including whether they are distinct in the context of the contract;
---	---
●	measurement of the transaction price, including the constraint on variable consideration;
---	---
●	allocation of the transaction price to the performance obligations based on estimated selling prices; and
---	---
●	recognition of revenue when (or as) the Company satisfies each performance obligation. A performance obligation is a promise to transfer a distinct good or service to the customer and is the unit of account in ASC 606.
---	---

Income Taxes. The Company accounts for income taxes using the asset and liability method. Accordingly, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in the tax rate is recognized in income or expense in the period that the change is effective. Tax benefits are recognized when it is probable that the deduction will be sustained. A valuation allowance is established when it is more likely than not that all or a portion of a deferred tax asset will not be realized. For the three months ended March 31, 2023 and 2022, the Company had a federal deferred tax expense of $9 and a federal income tax benefit of $106, respectively, and state income tax expense, net of approximately $21 and $57, respectively. For the nine months ended March 31, 2023 and 2022, the Company had a federal deferred tax expense of $26 and a federal income tax benefit of $377, respectively and state income tax expense, net of approximately $65 and $223, respectively. The net federal income tax benefit of $377, in the nine months ended March 31, 2022, includes the release of $622 of the allowance on deferred tax assets.

INTEGRATED BIOPHARMA, INC. AND ITS SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share amounts)

(Unaudited)

Leases. The Company determines 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 its consolidated balance sheets. Finance leases are included in property and equipment, current portion of long term debt, and long-term debt obligation on the condensed 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.

The Company has lease agreements with lease and non-lease components, which are generally accounted for separately. For certain equipment leases, such as vehicles, the Company accounts for the lease and non-lease components as a single lease component.

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

The following options and potentially dilutive shares for stock options were not included in the computation of weighted average diluted common shares outstanding as the effect of doing so would be anti-dilutive for the three and nine months ended March 31, 2023 and 2022:

	Three Months Ended				Nine Months Ended
	March 31,				March 31,
	2023		2022		2023		2022
Anti-dilutive stock options		427,000		563,400		1,286,983		115,000
Total anti-dilutive shares		427,000		563,400		1,286,983		115,000

Note 2. Inventories

Inventories are stated at the lower of cost or net realizable value using the first-in, first-out method and consist of the following:

	March 31,		June 30,
	2023		2022
Raw materials	$	7,644	$	7,856
Work-in-process		1,447		1,759
Finished goods		846		1,440
Total	$	9,937	$	11,055

Note 3. Property and Equipment, net

Property and equipment, net consists of the following:

	March 31,			June 30,
	2023			2022
Land and building	$	1,250		$	1,250
Leasehold improvements		1,371			1,371
Machinery and equipment		6,783			6,727
Transportation equipment		6			6
		9,410			9,354
Less: Accumulated depreciation and amortization		(7,691	)		(7,444	)
Total	$	1,719		$	1,910

Depreciation and amortization expense recorded on property and equipment was $86 and $83 for the three months ended March 31, 2023 and 2022 and $267 and $247 for nine months ended March 31, 2023 and 2022, respectively. Additionally, the Company disposed of fully depreciated property of $20 and $147 in the nine months ended March 31, 2023 and 2022, respectively and recognized net gain on disposals of $22 in the nine months ended March 31, 2022.

INTEGRATED BIOPHARMA, INC. AND ITS SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share amounts)

(Unaudited)

Note 4. Senior Credit Facility and Financed Lease Obligation

As of March 31, 2023 and June 30, 2022, the Company had the following debt outstanding:

	Principal Amount								Maturity
	As of March 31, 2023			As of June 30, 2022			Rate		Date
Revolving advances under Senior Credit
Facility with PNC Bank, National Association	$	-		$	101		8.00	%	5/15/2024
Financed lease obligation		60			85		0.00	%	8/15/2024
Total outstanding debt		59			186
Less: Revolving Advances		-			(101	)
Current portion of long term debt, net		(42	)		(32	)
Long term debt, net	$	18		$	53

SENIOR CREDIT FACILITY

On March 16, 2023, the Company, MDC, AgroLabs, IHT, IHT Properties Corp. (“IHT Properties”) and Vitamin Factory (collectively, the “Borrowers”) amended the Revolving Credit, Term Loan and Security Agreement (the “Amended Loan Agreement”) with PNC Bank, National Association as agent and lender (“PNC”) and the other lenders party thereto entered into on June 27, 2012, as amended on February 19, 2016 and May 15, 2019.

The Amended Loan Agreement provides for a total of $11,585 in senior secured financing (the “Senior Credit Facility”) as follows: (i) discretionary advances (“Revolving Advances”) based on eligible accounts receivable and eligible inventory in the maximum amount of $8,000 (the “Revolving Credit Facility”), and (ii) a term loan in the amount of $3,585 (the “Term Loan”). The Senior Credit Facility is secured by all assets of the Borrowers, including, without limitation, machinery and equipment, real estate owned by IHT Properties, and common stock of iBio, Inc. (“iBio Stock”) owned by the Company. As of March 31, 2023, the Company has sold all of its investment in iBio Stock, the proceeds of which were paid to PNC, as disclosed below. Revolving Advances bear interest at PNC’s Base Rate (8.00% and 4.75% as of March 31, 2023 and June 30, 2022, respectively) or the Eurodollar Rate, at Borrowers’ option, plus 2.50%. The Term Loan bore interest at PNC’s Base Rate (5.0% as of June 30, 2022) or the Eurodollar Rate at Borrowers’ option, plus 3.00%. As of May 11, 2023, the Revolving Advance interest rate is 8.25%.

As of March 16, 2023, the Amended Loan Agreement provides that any loans, advances and/or other extensions of credit denominated in U.S. Dollars prior to March 16, 2023 that bear interest or are permitted to bear interest, and have fees, commissions or other amounts based on the London Interbank Offered Rate administered by the ICE Benchmark Administration (which may be referred to as the “Eurodollar Rate” ( “LIBOR”) shall thereafter bear interest based on the Term SOFR Rate plus the SOFR Adjustment . The Term SOFR Rate, for any day, shall be equal to the secured overnight financing rate as administered by the Federal Reserve Bank of New York (or a successor administrator of the secured overnight financing rate). The SOFR Adjustment is defined as 10 basis points (0.10%).

INTEGRATED BIOPHARMA, INC. AND ITS SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share amounts)

(Unaudited)

Upon and after the occurrence of any event of default under the Amended Loan Agreement, and during the continuation thereof, interest shall be payable at the interest rate then applicable plus 2%. The Senior Credit Facility matures on *May 15, 2024 (*the “Senior Maturity Date”).

The principal balance of the Revolving Advances is payable on the Senior Maturity Date, subject to acceleration, based upon a material adverse event clause, as defined, subjective accelerations for borrowing base reserves, as defined or upon the occurrence of any event of default under the Amended Loan Agreement or earlier termination of the Amended Loan Agreement pursuant to the terms thereof. The Term Loan shall be repaid in eighty-four (84) consecutive monthly installments of principal, the first eighty-three (83) of which shall be in the amount of $43, commencing on the first business day of June, 2019, and continuing on the first business day of each month thereafter, with a final payment of any unpaid balance of principal and interest payable on the Senior Maturity Date. The foregoing is subject to customary mandatory prepayment provisions and acceleration upon the occurrence of any event of default under the Amended Loan Agreement or earlier termination of the Amended Loan Agreement pursuant to the terms thereof. The Company satisfied all the principal payments under the Term Note on January 3, 2022.

The Revolving Advances are subject to the terms and conditions set forth in the Amended Loan Agreement and are made in aggregate amounts at any time equal to the lesser of (x) $8,000 or (y) an amount equal to the sum of: (i) up to 85%, subject to the provisions in the Amended Loan Agreement, of eligible accounts receivables (“Receivables Advance Rate”), plus (ii) up to the lesser of (A) 75%, subject to the provisions in the Amended Loan Agreement, of the value of the eligible inventory (“Inventory Advance Rate” and together with the Receivables Advance Rate, collectively, the “Advance Rates”), (B) 85% of the appraised net orderly liquidation value of eligible inventory (as evidenced by the most recent inventory appraisal reasonably satisfactory to PNC in its sole discretion exercised in good faith) and (C) the inventory sublimit in the aggregate at any one time (“Inventory Advance Rate” and together with the Receivables Advance Rate, collectively, the “Advance Rates”), minus (iii) the aggregate Maximum Undrawn Amount, as defined in the Amended Loan Agreement, of all outstanding letters of credit, minus (iv) such reserves as PNC may reasonably deem proper and necessary from time to time.

The Amended Loan Agreement contains customary mandatory prepayment provisions, including, without limitation the requirement to use any sales proceeds from the sale of iBio Stock to repay the Term Loan and to prepay the outstanding amount of the Term Note in an amount equal to twenty-five percent (25%) of Excess Cash Flow (as defined in the Amended Loan Agreement) for each fiscal year commencing with the fiscal year ended June 30, 2016, payable upon delivery of the financial statements to PNC referred to in and required by the Amended Loan Agreement for such fiscal year but in any event not later than one hundred twenty (120) days after the end of each such fiscal year, which amount shall be applied ratably to the outstanding principal installments of the Term Loan in the inverse order of the maturities thereof. The Amended Loan Agreement also contains customary representations and warranties, covenants and events of default, including, without limitation, (i) a fixed charge coverage ratio maintenance requirement and (ii) an event of default tied to any change of control as defined in the Amended Loan Agreement. As of March 31, 2023, the Company was in compliance with the fixed charge coverage ratio maintenance requirement and with the required annual payments of 25% of the Excess Cash Flow for each fiscal year commencing with the fiscal year ended June 30, 2016 and used the proceeds of $96 from the sale of iBio Stock in the fiscal year ended June 30, 2021 to repay the Term Loan. Additionally, with the required annual payment of 25% of Excess Cash Flow for the fiscal year ended June 30, 2021, together with the required monthly installments of $43, the Company satisfied all the remaining principal payments required under the Term Note on January 3, 2022.

In connection with the Senior Credit Facility, the following loan documents were executed: (i) a Stock Pledge Agreement with PNC, pursuant to which the Company pledged to PNC the iBio Stock; (ii) a Mortgage and Security Agreement with PNC with IHT Properties; and (iii) an Environmental Indemnity Agreement with PNC.

Note 5. Significant Risks and Uncertainties

(a) Major Customers. In the three months ended March 31, 2023 and 2022, approximately 88% and 92%, respectively, of consolidated net sales were derived from two customers. These two customers are in the Company’s Contract Manufacturing Segment and represented approximately 68% and 23% and 70% and 24% in the three months ended March 31, 2023 and 2022, respectively of the Contract Manufacturing Segment net sales. In the nine months ended March 31, 2023 and 2022, approximately 88% and 91% of consolidated net sales, respectively, were derived from the same two customers and net sales to these two customers represented approximately 67% and 26% in the nine months ended March 31, 2023 and 69% and 24% of net sales in the nine months ended March 31, 2022, respectively of the Contract Manufacturing Segment net sales. Accounts receivable from these two major customers represented approximately 82% and 70% of total net accounts receivable as of March 31, 2023 and June 30, 2022, respectively. One other customer and a different second customer in the other Nutraceutical Segment, while not significant customers of the Company’s consolidated net sales, represented approximately 47% and 27% and 45% and 11%, respectively, of net sales of the Other Nutraceutical Segment in the three months ended March 31, 2023 and 2022, and 61% and 11% and 42%, and 28%, of net sales of the Other Nutraceutical Segment in the nine months ended March 31, 2023 and 2022, respectively.

The loss of any of these customers could have an adverse effect on the Company’s operations. Major customers are those customers who account for more than 10% of net sales.

(b) Other Business Risks. Approximately 73% of the Company’s employees are covered by a union contract and are employed in its New Jersey facilities. The contract was renewed effective September 1, 2022 and will expire on August 31, 2026.

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

The Company continues 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. The significant outbreak of this contagious disease in the human population has resulted in a widespread health crisis that could adversely affect the economies and financial markets of many countries, resulting in an economic downturn that could affect demand for the Company’s products and impact the Company’s operating results.

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. Also, there may be a shortage of Sunflower Oil products in the near future and this may cause delays in production of certain raw materials and may require reformulation of products.

Note 6. Leases and other Commitments and Contingencies

(a) Leases. The Company has operating and finance leases for its corporate and sales offices, warehousing and packaging facilities and certain machinery and equipment, including office equipment. The Company’s leases have remaining terms of approximately 2 to 5 years.

INTEGRATED BIOPHARMA, INC. AND ITS SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share amounts)

(Unaudited)

The components of lease expense for the three months ended March 31, 2023 and 2022, were as follows:

	Three months ended March 31,
	2023						2022
	Related Party - Vitamin Realty		Other Leases		Totals		Related Party - Vitamin Realty		Other Leases		Totals
Operating lease costs	$	211	$	53	$	264	$	141	$	20	$	161
Finance Lease Costs:
Amortization of right-of use assets	$	-	$	3	$	3	$	-	$	-	$	-
Total finance lease cost	$	-	$	3	$	3	$	-	$	-	$	-

The components of lease expense for the nine months ended March 31, 2023 and 2022, were as follows:

	Nine months ended March 31,
	2023						2022
	Related Party - Vitamin Realty		Other Leases		Totals		Related Party - Vitamin Realty		Other Leases		Totals
Operating lease costs	$	632	$	99	$	731	$	424	$	67	$	491
Finance Operating Lease Costs:
Amortization of right-of use assets	$	-	$	9	$	9	$	-	$	-	$	-
Total finance lease cost	$	-	$	9	$	9	$	-	$	-	$	-

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 100% owned by the estate of the Company’s former chairman, and a major stockholder and certain of his family members, who are the Co-Chief Executive Officers and directors of the Company. On January 5, 2012, MDC entered into a second amendment of lease (the “Second Lease Amendment”) with Vitamin Realty for its office and warehouse space in New Jersey increasing its rentable square footage from an aggregate of 74,898 square feet to 76,161 square feet and extending the expiration date to January 31, 2026. This Second Lease Amendment provided for minimum annual rental payments of $533, plus increases in real estate taxes and building operating expenses. On July 15, 2022, MDC entered into a third amendment of the lease (the “Third Lease Amendment”) with Vitamin Realty, increasing its rentable square footage to 116,175. This Third Lease Amendment provided for minimum annual rental payments of $842, plus increases in real estate taxes and the building operating expenses allocation percentage and is effective as of July 1, 2022.

On May 19, 2014, AgroLabs entered into an amendment to the lease agreement entered into on January 5, 2012, with Vitamin Realty for an additional 2,700 square feet of warehouse space in New Jersey, the term of which was to expire on January 31, 2020 to extend the expiration date to June 1, 2024. This additional lease provided for minimum lease payments of $27 with annual increases plus the proportionate share of operating expenses. The AgroLabs Lease was mutually terminated on July 15, 2022 with an effective date of July 1, 2022.

Rent expense and lease amortization costs for the three months ended March 31, 2023 and 2022 on these leases were $321 and $223 respectively, and for the nine months ended March 31, 2023 and 2022 were $958 and $667, respectively, and are included in cost of sales and selling and administrative expenses in the accompanying Condensed Consolidated Statements of Operations. As of March 31, 2023 and June 30, 2022, the Company had outstanding current obligations to Vitamin Realty of $33 and $72, respectively, included in accounts payable in the accompanying Condensed Consolidated Balance Sheet. Additionally, the Company has operating lease obligations of $2,249 and $1,839 with Vitamin Realty as noted in the accompanying Condensed Consolidated Balance Sheet as of March 31, 2023 and June 30, 2022, respectively.

INTEGRATED BIOPHARMA, INC. AND ITS SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share amounts)

(Unaudited)

Other Operating Lease Liabilities. The Company has entered into certain non-cancelable operating lease agreements expiring up through May 31, 2023, related to machinery and equipment and office equipment.

In the nine months ended March 31, 2023, in addition to the Third Amendment with Vitamin Realty, the Company renewed, for one year, an operating lease for office space with an annual commitment of $10 and entered into a five year lease for additional warehouse space of 12,500 square feet with an annual commitment of $119 in the first year increasing to $134 in the fifth year of the lease (the “Warehouse Lease”). The Warehouse Lease includes additional rent of not less than $1 per month for the Company’s pro rata portion of the lessor’s operating expenses and commenced on December 1, 2022.

As of March 31, 2023, the Company’s right-of-use assets, lease obligations and remaining cash commitment on these leases were as follows:

	Right-of-use Assets		Current Portion of Operating Lease Obligations		Operating Lease Obligations		Remaining Cash Commitment
Vitamin Realty Leases	$	2,249	$	764	$	1,485	$	2,386
Warehouse Lease		567		107		461		665
Office Equipment Leases		23		7		15		25
	$	2,839	$	878	$	1,961	$	3,076

As of June 30, 2022, the Company’s ROU assets, lease obligations and remaining cash commitment on these leases were as follows:

	Right-of-use Assets		Current Portion Operating Lease Obligations		Operating Lease Obligations		Remaining Cash Commitment
Vitamin Realty Leases	$	1,839	$	503	$	1,338	$	1,972
Office equipment leases		28		7		21		32
	$	1,867	$	510	$	1,359	$	2,004

As of March 31, 2023 and June 30, 2022, the Company’s weighted average discount rate and remaining term on operating lease liabilities were approximately 4.33% and 3.75% and 3.1 years and 4.4 years, respectively.

As of each March 31, 2023and *June 30, 2022,*the Company’s weighted average discount rate for the outstanding finance lease obligation is 0% and the remaining term on finance lease obligation is approximately 1.4 years and 2.2 years, respectively. The ROU asset related to the finance lease obligation and lease obligation are included in Property and equipment, net and Long term debt, respectively in the accompanying Condensed Consolidated Balance Sheet.

INTEGRATED BIOPHARMA, INC. AND ITS SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share amounts)

(Unaudited)

Supplemental cash flows information related to leases for the nine months ended March 31, 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	$	632	$	99	$	731
Operating cash flows from finance leases		-		-		-
Financing cash flows from finance lease obligations		-		25		25

Supplemental cash flows information related to leases for the nine months ended March 31, 2022, 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	$	424	$	67	$	491
Operating cash flows from finance leases		-		-		-
Financing cash flows from finance lease obligations		-		-		-

Maturities of operating lease liabilities as of March 31, 2023 were as follows:

	Operating			Related Party			Finance
Year ending	Lease			Operating Lease			Lease
June 30,	Commitments			Commitment			Obligation		Total
2023, remaining	$	36		$	210		$	11	$	257
2024		146			842			42		1,030
2025		149			842			7		998
2026		149			492			-		641
2027		148			-			-		148
2028		62			-			-		62
Total minimum lease payments		690			2,386			60		3,136
Imputed interest		(100	)		(137	)		-		(237	)
Total	$	590		$	2,249		$	60	$	2,899

(b) Legal Proceedings.

The Company is subject, from time to time, to claims by third parties under various legal theories. The defense of such claims, or any adverse outcome relating to any such claims, could have a material adverse effect on the Company’s liquidity, financial condition and cash flows.

Note 7. Related Party Transactions

See Note 6(a). Leases for related party lease transactions.

Note 8. Equity Transactions and Stock-Based Compensation

In *November, 2022,*the Board of Directors authorized the issuance of up to 538,500 stock options to Company officers and employees. The Company issued 527,000 stock options with an exercise price ranging from $0.41 to $0.45, vesting over three years, with expiration terms of either five or ten years from the date of grant. For the three and nine months ended March 31, 2023and 2022, the Company incurred stock-based compensation expense of $73 and $49, and $240 and $290, respectively. The Company expects to record additional stock-based compensation of $346 over the remaining vesting periods of approximately one to three years for all non-vested stock options.

INTEGRATED BIOPHARMA, INC. AND ITS SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share amounts)

(Unaudited)

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 nine months ended March 31, 2023:

Risk Free Interest Rate		3.85% to 4.00	%
Volatility		103.3% to 116.9	%
Term	4.5 to 7.5 years
Dividend Rate		0.00	%
Closing Price of Common Stock	$	0.41

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

A summary of the Company’s stock option activity, and related information for the nine months ended March 31, 2023 follows:

				Weighted
				Average
				Exercise
	Options			Price
Outstanding as of June 30, 2022		4,443,933		$	0.36
Granted		527,000			0.42
Exercised		-			-
Terminated		(591,949	)		0.46
Outstanding as of March 31, 2023		4,378,984		$	0.35
Exercisable at March 31, 2023		3,576,550		$	0.30

Note 9. Segment Information and Disaggregated Revenue

The basis for presenting segment results generally is consistent with overall Company reporting. The Company reports information about its operating segments in accordance with GAAP which establishes standards for reporting information about a company’s operating segments.

The Company has divided its operations into two reportable segments as follows: Contract Manufacturing, and Other Nutraceutical Businesses. International sales, concentrated primarily in Europe, for the three months ended March 31, 2023 and 2022 were $2,188 and $2,562, respectively and for the nine months ended March 31, 2023 and 2022 were $6,576 and $7,139, respectively.

INTEGRATED BIOPHARMA, INC. AND ITS SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share amounts)

(Unaudited)

Financial information relating to the three months ended March 31, 2023 and 2022 operations by business segment and disaggregated revenues was as follows:

		Sales, Net						Segment
		U.S.		International				Gross				Capital
		Customers		Customers		Total		Profit		Depreciation		Expenditures
Contract Manufacturing	2023	$	10,417	$	2,180	$	12,597	$	978	$	86	$	16
	2022		12,686		2,554		15,240		1,840		82		143
Other Nutraceutical Businesses	2023	****	493	****	8	****	501	****	30	****	-	****	-
	2022		386		8		394		142		1		-
Total Company	2023	****	10,910	****	2,188	****	13,098	****	1,008	****	86	****	16
	2022		13,072		2,562		15,634		1,982		83		143

Financial information relating to the nine months ended March 31, 2023 and 2022 operations by business segment and disaggregated revenues was as follows:

		Sales, Net						Segment
		U.S.		International				Gross				Capital
		Customers		Customers		Total		Profit		Depreciation		Expenditures
Contract Manufacturing	2023	$	29,272	$	6,568	$	35,840	$	2,745	$	265	$	98
	2022		34,559		7,077		41,636		4,691		244		451
Other Nutraceutical Businesses	2023	****	1,830	****	8	****	1,838	****	330	****	2	****	-
	2022		1,281		62		1,343		465		3		-
Total Company	2023	****	31,102	****	6,576	****	37,678	****	3,075	****	267	****	98
	2022		35,840		7,139		42,979		5,156		247		451
	Total Assets as of
---	---	---	---	---
	March 31,		June 30,
	2023		2022
Contract Manufacturing	$	20,830	$	19,061
Other Nutraceutical Businesses	****	6,050		6,189
Total Company	$	26,880	$	25,250

Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANICAL CONDITION AND RESULTS OF OPERATION (dollars in thousands)

Certain statements set forth under this caption constitute “forward-looking statements.” See “Disclosure Regarding Forward-Looking Statements” on page 1 of this Quarterly Report on Form 10-Q for additional factors relating to such statements. The following discussion should also be read in conjunction with the condensed consolidated financial statements of the Company and Notes thereto included herein and the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2022.

The Company is engaged primarily in the manufacturing, distributing, marketing and sales of vitamins, nutritional supplements and herbal products. The Company’s customers are located primarily in the United States and Luxembourg.

Business Outlook

Our future results of operations and the other forward-looking statements contained in this Quarterly Report on Form 10-Q, including this “Management’s Discussion and Analysis of Financial Condition and Results of Operation”, involve a number of risks and uncertainties—in particular, the statements regarding our goals and strategies, new product introductions, plans to cultivate new businesses, future economic conditions, revenue, pricing, gross margin and costs, competition, the tax rate, and potential legal proceedings. We are focusing our efforts to improve operational efficiency and reduce spending that may have an impact on expense levels and gross margin. In addition to the various important factors discussed above, a number of other important factors could cause actual results to differ significantly from our expectations. See the risks described in “Risk Factors” in the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2022.

For the nine months ended March 31, 2023, our net sales from operations decreased by $5,301 to approximately $35,840 from approximately $42,979 in the nine months ended March 31, 2022. Our net sales in the Contract Manufacturing Segment decreased by $5,796, offset by an increase in our Other Nutraceuticals Segment of $495. Net sales decreased in our Contract Manufacturing Segment was primarily due to decreased sales volumes to Life Extension and Herbalife in the amounts of $5,036 and $894, respectively. Revenues in the nine months ended March 31, 2023 were higher than the nine months ended March 31, 2022 in our Other Nutraceuticals Segment by $495, primarily due to MDC Warehousing from increased business from a significant customer in this business segment representing approximately 61% of the revenue in the nine months ended March 31, 2023 in our Other Nutraceuticals Segment. This customer represented 42% of revenues in our Other Nutraceutical Segment in the nine months ended March 31, 2022. The loss of any of these customers could have a significant adverse impact on our financial condition and results of operations.

For the nine months ended March 31, 2023, we had an operating income of approximately $41, a decrease of approximately $2,266 from operating income of approximately $2,307 for the nine months ended March 31, 2022. Our profit margins decreased from approximately 12.0% of net sales in the nine months ended March 31, 2022 to approximately 8.2% of net sales in the nine months ended March 31, 2023, primarily as a result of the decreased sales in our Contract Manufacturing Segment of approximately $5,796 and increased direct cost of sales for MDC Warehousing of $402. Our consolidated selling and administrative expenses increased by approximately $185 or approximately 6.5% in the nine months ended March 31, 2023 compared to the nine months ended March 31, 2022. Our salaries and employee benefits increased by $132 as a result of increased (i) bonuses of $35, (ii) base pay of $23 and (iii) payroll taxes and other employee benefits of $74. Other expenses increased by $53 primarily as a result of increased professional and consulting fees of $45.

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.

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

The Company continues 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. The significant outbreak of this contagious disease in the human population has resulted in a widespread health crisis that could adversely affect the economies and financial markets of many countries, resulting in an economic downturn that could affect demand for the Company’s products and impact the Company’s operating results.

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. Also, there may be a shortage of Sunflower Oil products in the near future and this may cause delays in production of certain raw materials and may require reformulation of products.

Critical Accounting Policies and Estimates

There have been no changes to our critical accounting policies in the three months ended March 31, 2023, except as disclosed in Note 1. Principles of Consolidation and Basis of Presentation of the Condensed Financial Statements of the Company contained in this Quarterly Report on Form 10-Q. Critical accounting policies and the significant estimates made in accordance with them are regularly discussed by management with our Audit Committee. Those policies are discussed under “Critical Accounting Policies” in our “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in Item 7 of our Annual Report on Form 10-K for the year ended June 30, 2022 and in Note 1. Principles of Consolidation and Basis of Presentation of the Condensed Financial Statements of the Company contained in this Quarterly Report on Form 10-Q.

Results of Operations (in thousands, except share and per share amounts)

Our results from operations in the following table, sets forth the income statement data of our results as a percentage of net sales for the periods indicated:

	For the three months						For the nine months
	ended March 31,						ended March 31,
	2023			2022			2023			2022
Sales, net		100.0	%		100.0	%		100.0	%		100.0	%
Costs and expenses:
Cost of sales		92.3	%		87.4	%		91.8	%		88.0	%
Selling and administrative		7.4	%		6.3z	%		8.1	%		6.6	%
		99.7	%		93.7	%		99.9	%		94.6	%
Income from operations		0.3	%		6.3	%		0.1	%		5.4	%
Other income (expense), net
Interest expense		(0.1%	)		(0.2%	)		(0.1%	)		(0.2%	)
Realized loss on sale of iBio Stock		-			-			(0.1%	)		-
Unrealized (loss) gain on investments		-			(0.0%	)		0.1	%		(0.0%	)
Other income, net		0.1	%		0.0	%		0.1	%		0.1	%
Other income (expense), net		0.0	%		(0.2%	)		(0.2%	)		(0.3%	)
Income before income taxes		0.3	%		6.1	%		(0.1%	)		5.1	%
Income tax (expense) benefit, net		(0.2%	)		(1.0%	)		(0.1%	)		0.4	%
Net income (loss)		0.1	%		5.1	%		(0.2%	)		5.5	%

For the Nine Months Ended March 31, 2023 compared to the Nine Months Ended March 31, 2022

Sales, net. Sales, net, for the nine months ended March 31, 2023 and 2022 were $37,678 and $42,979, respectively, a decrease of 12.3%, and were comprised of the following:

	Nine months ended				Dollar			Percentage
	March 31,				Change			Change
	2023		2022		2023 vs 2022			2023 vs 2022
	(amounts in thousands)
Contract Manufacturing:	****	****	****	****	****	****	****	****	****	****
US Customers	$	29,272	$	34,559	$	(5,287	)		(15.3%	)
International Customers		6,568		7,077		(509	)		(7.2%	)
Net sales, Contract Manufacturing		35,840		41,636		(5,796	)		(13.9%	)
Other Nutraceuticals:	****	****	****	****	****	****	****	****	****	****
US Customers		1,830		1,281		549			42.9	%
International Customers		8		62		(54	)		(87.1%	)
Net sales, Other Nutraceuticals		1,838		1,343		495			36.9	%
Total net sales	$	37,678	$	42,979	$	(5,301	)		(12.3%	)

In the nine months ended March 31, 2023 and 2022, a significant portion of our consolidated net sales, approximately 82% and 91%, were concentrated among two customers in our Contract Manufacturing Segment, Life Extension and Herbalife. Life Extension and Herbalife represented approximately 67% and 26% and 69% and 24%, respectively, of our Contract Manufacturing Segment’s net sales in the nine months ended March 31, 2023 and 2022, respectively.

Revenues in the nine months ended March 31, 2023 were higher than the nine months ended March 31, 2022 in our Other Nutraceuticals Segment by $495, primarily due to MDC Warehousing from increased business from a significant customer in this business segment representing approximately 61% of the revenue in the nine months ended March 31, 2023 in our Other Nutraceuticals Segment. This customer represented 42% of revenues in our Other Nutraceutical Segment in the nine months ended March 31, 2022. Another customer in our Other Nutraceutical Segment represented 11% and 28% of this segment’s net sales in the nine months ended March 31, 2023 and 2022, respectively. The loss of any of these customers could have a significant adverse impact on our financial condition and results of operations.

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 $5,301 was primarily the result of decreased net sales in our Contract Manufacturing Segment of $5,796 primarily due to decreased sales volumes to Life Extension and Herbalife in the amounts of $5,036 and $894, respectively.

Cost of sales. Cost of sales decreased by approximately $3,220 to $34,603 for the nine months ended March 31, 2023, as compared to $37,823 for the nine months ended March 31, 2022 or approximately 9%. Cost of sales increased as a percentage of sales to 91.8% for the nine months ended March 31, 2023 as compared to 88.0% for the nine months ended March 31, 2022. The decrease of 9% in the cost of goods sold amount is the result in the change of the product mix sold in the Contract Manufacturing Segment and the decrease in net sales. The increase in the cost of goods sold as a percentage of net sales, was primarily the result of the decreased net sales used to offset the fixed manufacturing overhead.

Selling and Administrative Expenses. There was an increase in selling and administrative expenses of $185 or approximately 6.5% in the nine months ended March 31, 2023 as compared to the nine months ended March 31, 2022. As a percentage of sales, net, selling and administrative expenses were approximately 8.1% and 6.6% in the nine months ended March 31, 2023 and 2022, respectively. Our salaries and employee benefits increased by $132 and other selling and administrative expenses increased by $53. Salaries and employee benefits increased as a result of increased (i) bonuses of $35, (ii) base pay of $32 and (iii) payroll taxes and other employee benefits of $79. Other expenses increased by $53 primarily as a result of increased (i) professional and consulting fees of $45, (ii) bank and merchant fees of $13 and the nine month period ended March 31, 2022 had an offset of $23 from an insurance claim reimbursement for property losses incurred from Hurricane IDA. These increases were offset by decreases in (i) employee stock compensation expense of $45 and (ii) travel and entertainment expenses of $16. No other component of selling and administrative expenses increased or decreased by more than $15 in the nine-month period ended March 31, 2023 compared to the same period ended March 31, 2022.

Other income (expense), net. Other income (expense), net was approximately $24 for the nine months ended March 31, 2023 compared to $117 for the nine months ended March 31, 2022, and was composed of:

	Nine months ended
	March 31,
	2023			2022
	(dollars in thousands)
Interest expense	$	(38	)	$	(104	)
Realized loss on sale of investment in iBio Stock		(35	)		-
Unrealized gain (loss) on investment in iBio Stock		27			(48	)
Other income		22			35
Other income (expense), net	$	(24	)	$	(117	)

Our interest expense for the nine months ended March 31, 2023 decreased by $66 from the nine-month period ended March 31, 2022, primarily resulting from of lower average daily balances outstanding under the Senior Credit Facility with PNC.

In the nine months ended March 31, 2023, we sold our remaining iBio Stock, for a loss of $35 with no such sales in the nine months ended March 31, 2022. Also, in the nine months ended March 31, 2023, we had an unrealized gain on the remaining iBio Stock of approximately $27, with an unrealized loss of approximately $42 on the remaining iBio Stock in the nine months ended March 31, 2022. The nine months ended March 31, 2022 had net gains on disposal of fixed assets of $21 and income from back office service agreements of $10, with no such income items in the nine months ended March 31, 2023. Other income in the nine months ended March 31, 2023 primarily represents interest income earned on cash in the bank.

Income tax benefit (expense), net. For the nine months ended March 31, 2023 and 2022, we had a state income tax provision of approximately $65 and $223, respectively and federal deferred income tax expense of $26 in the nine months ended March 31, 2023 and a federal deferred income tax benefit of $377 in the nine months ended March 31, 2022. The net federal income tax benefit of $377, in the nine months ended March 31, 2022, includes the release of $674 of the allowance on deferred tax assets.

Net (loss) income. We had a net loss for the nine months ended March 31, 2023 of approximately $74 compared to net income of approximately $2,344 in the nine months ended March 31, 2022. The decrease of approximately $2,418 was primarily the result of decreased operating income of $2,266 and the change in the provision for income taxes of $245, offset by the decrease in other expense, net of $93.

For the Three Months Ended March 31, 2023 compared to the Three Months Ended March 31, 2022

Sales, net. Sales, net, for the three months ended March 31, 2023 and 2022 were $13,098 and $15,634, respectively, a decrease of 16.2%, and are comprised of the following:

	Three months ended				Dollar			Percentage
	March 31,				Change			Change
	2023		2022		2023 vs 2022			2023 vs 2022
	(amounts in thousands)
Contract Manufacturing:	****	****	****	****	****	****	****	****	****	****
US Customers	$	10,417	$	12,686	$	(2,269	)		(17.9%	)
International Customers		2,180		2,554		(374	)		(14.6%	)
Net sales, Contract Manufacturing		12,597		15,240		(2,643	)		(17.3%	)
Other Nutraceuticals:	****	****	****	****	****	****	****	****	****	****
US Customers		493		386		107			27.7	%
International Customers		8		8		-			-
Net sales, Other Nutraceuticals		501		394		107			27.2	%
Total net sales	$	13,098	$	15,634	$	(2,536	)		(16.2%	)

For the three months ended March 31, 2023 and 2022, a significant portion of our consolidated net sales, approximately 88% and 92%, respectively, were concentrated among two customers, Life Extension and Herbalife, in our Contract Manufacturing Segment. Life Extension and Herbalife, represented approximately 68% and 23% and 70% and 24%, respectively, of our Contract Manufacturing Segment’s net sales in the three months ended March 31, 2023 and 2022, respectively.

Revenues in the three months ended March 31, 2023 were higher than the three months ended March 31, 2022 in our Other Nutraceuticals Segment by $107, primarily due to MDC Warehousing from increased business from two significant customers in this business segment representing approximately 47% and 27% of the revenue in the three months ended March 31, 2023 in our Other Nutraceuticals Segment. These customers represented 45% and 0% of revenues in our Other Nutraceutical Segment in the three months ended March 31, 2022. This was offset by another customer in our Other Nutraceuticals Segment customer with decreased sales of $43. This customer represented 0% and 11% of our Other Nutraceuticals Segment net sales in the three months ended March 31, 2023 and 2022, respectively.

The loss of any of these customers could have a significant adverse impact on our financial condition and results of operations.

The decrease in net sales of approximately $2,536 was primarily the result of decreased net sales in our Contract Manufacturing Segment of $2,643 primarily due to decreased sales volumes to Life Extension and Herbalife of $2,141 and $679, respectively.

Cost of sales. Cost of sales decreased by approximately $1,562 to $12,090 for the three months ended March 31, 2023, as compared to $13,652 for the three months ended March 31, 2022 or approximately 11%. Cost of sales increased as a percentage of sales to 92.3% for the three months ended March 31, 2023 as compared to 87.4% for the three months ended March 31, 2022. The decrease of 11% in the cost of goods sold amount is the result in the change of the product mix sold in the Contract Manufacturing Segment and the decrease in net sales. The increase in the cost of goods sold as a percentage of net sales, was primarily the result of the decreased net sales used to offset the fixed manufacturing overhead.

Selling and Administrative Expenses. There was a decrease in selling and administrative expenses of $26, approximately 2.6% in the three months ended March 31, 2023 as compared to the three months ended March 31, 2022. As a percentage of sales, net, selling and administrative expenses were approximately 7.4% and 6.3% in the three months ended March 31, 2023 and 2022, respectively. The decrease of $26 was primarily from a decrease in employee stock compensation expense of $35 offset by an increase in professional and consulting fees of $20. No other component of selling and administrative expenses increased or decreased by more than $13 in the three-month period ended March 31, 2023 compared to the same period ended March 31, 2022.

Other income (expense), net. Other income (expense), net was approximately $12 for the three months ended March 31, 2023 compared to $32 for the three months ended March 31, 2022, and is composed of:

	Three months ended
	March 31,
	2023			2022
	(dollars in thousands)
Interest expense	$	(13	)	$	(30	)
Unrealized (loss) gain on investment in iBio Stock		-			(6	)
Other income		15			4
Other income (expense), net	$	2		$	(32	)

Our interest expense for the three months ended March 31, 2023 decreased by $17 from the three-month period ended March 31, 2022, primarily as the result of lower average daily balances outstanding under the Senior Credit Facility with PNC.

In the three months ended March 31, 2022, we had an unrealized loss of approximately $6 on the remaining iBio Stock. Other income in three months ended March 31, 2023 was primarily from interest earned on cash in the bank and in the three months ended March 31, 2022 from the sale of fully depreciated machinery and equipment.

Income tax benefit (expense), net. For the three months ended March 31, 2023 and 2022, we had federal deferred income tax expense of $9 and $106, respectively, and state income tax expense, net of approximately $21 and $57, in the three months ended March 31, 2023 and 2022, respectively.

Net income. Our net income for the three months ended March 31, 2023 and 2022 was approximately $17 and $797, respectively. The decrease of approximately $781 was primarily the result of the decrease in operating income of $948 and the change in the provision for income taxes of $133, offset by the decrease in other expense, net of $34.

Seasonality

The nutraceutical business can be seasonal. Due to our current customer base in our contract manufacturing segment, our fiscal quarter ending December 31st each year tends to be more than our average quarterly volume for the other three fiscal quarters in the fiscal year. This increase is based on their forecast of their customer base.

The Company believes that there are non-seasonal factors that may influence the variability of quarterly results including, but not limited to, general economic and industry conditions that affect consumer spending, changing consumer demands and current news on nutritional supplements. Accordingly, a comparison of the Company’s results of operations from consecutive periods is not necessarily meaningful, and the Company’s results of operations for any period are not necessarily indicative of future periods.

Liquidity and Capital Resources

The following table sets forth, for the periods indicated, the Company’s net cash flows used in operating, investing and financing activities, its period end cash and cash equivalents and other operating measures:

	For the nine months ended
	March 31,
	2023			2022
	(dollars in thousands)
Net cash provided by operating activities	$	2,418		$	1,388
Net cash used in investing activities	$	(94	)	$	(430	)
Net cash used in financing activities	$	(126	)	$	(904	)
Cash at end of period	$	2,529		$	264

At March 31, 2023, our working capital was approximately $11,348, a decrease of $15 from our working capital of $11,363 at June 30, 2022. Our current assets increased by $882 offset by an increase in our current liabilities of $897. The increase in the current assets is primarily from decreases in inventories and accounts receivable, net in the amounts of $1,118 and $205, respectively, offset, by an increase in cash $2,198.

Operating Activities

Net cash provided by operating activities of $2,418 in the nine months ended March 31, 2023 includes net loss of approximately $74. After excluding the effects of non-cash expenses, including depreciation and amortization, and changes in deferred tax assets, the adjusted cash provided from operations before the effect of the changes in working capital components was $1,080. Net cash provided by our operations in the nine months ended March 31, 2023 included cash from our working capital assets and liabilities in the amount of approximately $1,338 and was primarily the result of decreases in our inventory and accounts receivable, net and an aggregate increase in accounts payable, accrued expenses and other liabilities of $1,118, $205 and $643, respectively, offset by increases in operating lease obligations of $588 and prepaid expenses and other assets of $40.

Net cash provided by operating activities of $1,388 in the nine months ended March 31, 2022 includes net income of approximately $2,344. After excluding the effects of non-cash expenses, including depreciation and amortization, and changes in deferred tax assets, the adjusted cash provided from operations before the effect of the changes in working capital components was $2,897. Net cash provided by our operations in the nine months ended March 31, 2022 was offset by uses in our working capital assets and liabilities in the amount of approximately $1,509 and was primarily the result of an increase in our inventory of $1,401 and accounts receivable of $394, offset by an aggregate increase in accounts payable, accrued expenses and other liabilities and operating lease obligations of $525.

Investing Activities

Cash used in investing activities in the nine months ended March 31, 2023 of approximately $94 was for the purchase of machinery and equipment of $98 offset by proceeds from the sale of iBio Stock in the amount of $4.

Cash used in investing activities of $430 in the nine months ended March 31, 2022 was for the purchase of machinery and equipment of $451 offset by proceeds from the sale of fully depreciated machinery and equipment of $21.

Financing Activities

Cash used in financing activities was approximately $126 for the nine months ended March 31, 2023, and was primarily from repayments of net advances under our revolving credit facility of $101 and principal payments under our financed lease obligations of $25.

Cash used in financing activities was approximately $904 for the nine months ended March 31, 2022, and was primarily from repayments of principal payments under our term note in the amount of $1,466, offset by net advances under our revolving credit facility of approximately $555 and proceeds from exercised stock options of $7.

As of March 31, 2023, we had cash of $2,529, funds available under our revolving credit facility of approximately $5,795 and working capital of approximately $11,348. We had operating income of $41 in the nine months ended March 31, 2023, which included non-cash expenses of $515 such as amortization, depreciation and employee stock compensation expense. After taking into consideration our interim results and current projections, management believes that operations, together with the revolving credit facility will support our working capital requirements at least through the period ending May 11, 2023.

Our total annual commitments at March 31, 2023 for long term non-cancelable leases of approximately $1,030 consists of obligations under operating leases for facilities and operating lease agreements for the rental of warehouse equipment and office equipment.

Capital Expenditures

The Company's capital expenditures for the nine months ended March 31, 2023 and 2022 were approximately $98 and $451, respectively. The Company expects to spend approximately $300 for capital expenditures for fiscal year 2023. The total amount is expected to be funded from lease financing and cash provided from the Company’s operations.

Off-Balance Sheet Arrangements

The Company has no off-balance sheet arrangements.

Recent Accounting Pronouncements

None.

Impact of Inflation

The Company 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 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable.

Item 4. CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed by the Company in the reports it files or submits under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) is recorded, processed, summarized, and reported within the time periods specified by the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to provide reasonable assurance that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is accumulated and communicated to management, including the Co-Chief Executive Officers and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

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 March 31, 2023, and, based upon this evaluation, the Co-Chief Executive Officers and Chief Financial Officer have concluded that these controls and procedures are effective in providing reasonable assurance of compliance.

Changes in Internal Control over Financial Reporting

No change in our internal control over financial reporting occurred during the three months ended March 31, 2023 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II – OTHER INFORMATION

Item 1. LEGAL PROCEEDINGS

From time to time, we may become involved in various lawsuits and legal proceedings that arise in the ordinary course of business. However, litigation is subject to inherent uncertainties and an adverse result in these or other matters may arise from time to time that may harm our business. We are currently not aware of any such legal proceedings or claims that we believe will have a material adverse effect on our business, financial condition or operating results.

Item 1A. Risk Factors

Other than as set forth below, there have been no material changes to the risk factors set forth in our Annual Report on Form 10-K for the fiscal year ended June 30, 2022.

Item 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Recent Sales of Unregistered Securities

None

Purchases of Equity Securities by the Issuer and Affiliated Purchasers

None

Item 3. DEFAULTS UPON SENIOR SECURITIES

None.

Item 4. MINE SAFETY DISCLOSURE

Not Applicable.

Item 5. OTHER INFORMATION

None.

Item 6. EXHIBITS

(a) Exhibits

Exhibit

Number

10.1	Fourth Amendment to Revolving Credit, Term Loan and Security Agreement dated as of March 16, 2023 by and among Integrated BioPharma, Inc., Manhattan Drug Company, Inc. (successor-by-merger to InB:Manhattan Drug Company, Inc.), Agrolabs, Inc., IHT Health Products, Inc. IHT Properties, Inc. and Vitamin Factory, Inc. and PNC Bank, National Association.
31.1	Certification of pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 by Chief Executive Officer.
31.2	Certification of pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 by Chief Financial Officer.
32.1	Certification of periodic financial report pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 by Chief Executive Officer.
32.2	Certification of periodic financial report pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 by Chief Financial Officer.
101.INS***	Inline XBRL Instance	Furnished herewith
101.SCH***	Inline XBRL Taxonomy Extension Schema	Furnished herewith
101.CAL***	Inline XBRL Taxonomy Extension Calculation	Furnished herewith
101.DEF***	Inline XBRL Taxonomy Extension Definition	Furnished herewith
101.LAB***	Inline XBRL Taxonomy Extension Labels	Furnished herewith
101.PRE***	Inline XBRL Taxonomy Extension Presentation	Furnished herewith
104	Cover Page Interactive Date File (formatted as Inline XBRL and contained in Exhibit 101)

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: May 11, 2023	By: /s/ Christina Kay
	Christina Kay,
	Co-Chief Executive Officer
Date: May 11, 2023	By: /s/ Riva Sheppard
	Riva Sheppard,
	Co-Chief Executive Officer
	By: /s/ Dina L. Masi
Date: May 11, 2023	Dina L. Masi,
	Chief Financial Officer & Senior Vice President

ex_490141.htm

EXHIBIT 10.1

EXECUTION VERSION

FOURTH AMENDMENT TO

REVOLVING CREDIT, TERM LOAN AND SECURITY AGREEMENT

THIS FOURTH AMENDMENT TO REVOLVING CREDIT, TERM LOAN AND SECURITY AGREEMENT (this “Agreement”) is entered into March 16, 2023 by and among INTEGRATED BIOPHARMA, INC., a corporation organized under the laws of the State of Delaware (“Integrated”), MANHATTAN DRUG COMPANY, INC. (successor-by-merger to InB:MANHATTAN DRUG COMPANY, INC.), a corporation organized under the laws of the State of New Jersey (”MD”), AGROLABS, INC., a corporation organized under the laws of the State of New Jersey (“AL”), IHT HEALTH PRODUCTS, INC., a corporation organized under the laws of the State of Delaware (“IHT”), IHT PROPERTIES CORP., a corporation organized under the laws of the State of Delaware (“IHTP”), and VITAMIN FACTORY, INC. (also known as The Vitamin Factory), a corporation organized under the laws of the State of Delaware (“Vitamin”) (Integrated, MD, AL, IHT, IHTP and Vitamin, each a “Borrower”, and collectively “Borrowers”), the financial institutions which are now or which hereafter become a party hereto (collectively, the “Lenders” and individually a “Lender”) and PNC BANK, NATIONAL ASSOCIATION (“PNC”), as agent for Lenders (PNC, in such capacity, the “Agent”).

RECITALS

Whereas, Borrowers and PNC entered into a certain Revolving Credit, Term Loan and Security Agreement dated June 27, 2012 (which has been, is being, and may be further amended, replaced, restated, modified and/or extended from time to time, the “Loan Agreement”); and

Whereas, Borrowers and PNC have agreed to modify the terms of the Loan Agreement as set forth in this Agreement.

Now, therefore, in consideration of PNC’s continued extension of credit and the agreements contained herein, the parties agree as follows:

AGREEMENT

1)	ACKNOWLEDGMENT OF BALANCE. Borrowers acknowledge that the most recent statement of account sent to Borrowers with respect to the Obligations is correct.
2)	MODIFICATIONS. The Loan Agreement be and hereby is modified as follows:
---	---
(a)	The following definition is hereby added to Section 1.2 of the Loan Agreement in alphabetical order to read as follows:
---	---

“Fourth Amendment Closing Date” shall mean March 16, 2023.

(b)	By execution of this Amendment, the Supplement to Fourth Amendment to Revolving Credit, Term Loan and Security Agreement attached hereto as Schedule A (including the Exhibit A attached thereto) is deemed to be executed as well and is hereby incorporated by reference and made a part of this Amendment as if fully set forth herein.
3)	ACKNOWLEDGMENTS. Borrowers acknowledge and represent that:
---	---

(A) the Loan Agreement and Other Documents, each as amended hereby, are in full force and effect without any defense, claim, counterclaim, right or claim of set-off;

(B) to the best of their knowledge, no default by the Agent or Lenders in the performance of their duties under the Loan Agreement or the Other Documents has occurred;

(C) all representations and warranties of the Borrowers contained herein, in the Loan Agreement and in the Other Documents are true and correct in all material respects as of this date, except for any representation or warranty that specifically refers to an earlier date;

(D) Borrowers have taken all necessary action to authorize the execution and delivery of this Agreement; and

(E) this Agreement is a modification of an existing obligation and is not a novation.

4)	CONDITIONS. As conditions to the effectiveness of any of the modifications, consents, or waivers contained herein, the Borrowers agree to:

(A) provide the Agent with this Agreement and the Supplement to Fourth Amendment to Revolving Credit, Term Loan and Security Agreement, each properly executed;

(B) provide the Agent with secretary’s certificates and resolutions of the Borrowers, authorizing the execution of this Agreement, in form and substance acceptable to the Agent;

(D) pay all reasonable legal fees incurred by the Agent in entering into this Agreement to Wilentz, Goldman & Spitzer, P.A.; and

(E) pay all other reasonable costs and expenses incurred by the Lenders in entering into this Agreement.

5)	MISCELLANEOUS. This Agreement shall be construed in accordance with and governed by the laws of the State of New York, without reference to that state’s conflicts of law principles. This Agreement, the Loan Agreement and the Other Documents constitute the sole agreement of the parties with respect to the subject matter thereof and supersede all oral negotiations and prior writings with respect to the subject matter thereof. No amendment of this Agreement, and no waiver of any one or more of the provisions hereof shall be effective unless set forth in writing and signed by the parties hereto. The illegality, unenforceability or inconsistency of any provision of this Agreement shall not in any way affect or impair the legality, enforceability or consistency of the remaining provisions of this Agreement, the Loan Agreement or the Other Documents. This Agreement, the Loan Agreement and the Other Documents are intended to be consistent. However, in the event of any inconsistencies among this Agreement, the Loan Agreement and/or any of the Other Documents, the terms of this Agreement, then the Loan Agreement, shall control. This Agreement may be executed in any number of counterparts and by the different parties on separate counterparts. Each such counterpart shall be deemed an original, but all such counterparts shall together constitute one and the same agreement.
6)	DEFINITIONS. The terms used herein and not otherwise defined or modified herein shall have the meanings ascribed to them in the Loan Agreement. The terms used herein and not otherwise defined or modified herein or defined in the Loan Agreement shall have the meanings ascribed to them by the Uniform Commercial Code as enacted in State of New York.
---	---

MISCELLANEOUS. This Agreement shall be construed in accordance with and governed by the laws of the State of New York, without reference to that state’s conflicts of law principles. This Agreement, the Loan Agreement and the Other Documents constitute the sole agreement of the parties with respect to the subject matter thereof and supersede all oral negotiations and prior writings with respect to the subject matter thereof. No amendment of this Agreement, and no waiver of any one or more of the provisions hereof shall be effective unless set forth in writing and signed by the parties hereto. The illegality, unenforceability or inconsistency of any provision of this Agreement shall not in any way affect or impair the legality, enforceability or consistency of the remaining provisions of this Agreement, the Loan Agreement or the Other Documents. This Agreement, the Loan Agreement and the Other Documents are intended to be consistent. However, in the event of any inconsistencies among this Agreement, the Loan Agreement and/or any of the Other Documents, the terms of this Agreement, then the Loan Agreement, shall control. This Agreement may be executed in any number of counterparts and by the different parties on separate counterparts. Each such counterpart shall be deemed an original, but all such counterparts shall together constitute one and the same agreement.

DEFINITIONS. The terms used herein and not otherwise defined or modified herein shall have the meanings ascribed to them in the Loan Agreement. The terms used herein and not otherwise defined or modified herein or defined in the Loan Agreement shall have the meanings ascribed to them by the Uniform Commercial Code as enacted in State of New York.

---

[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]

[SIGNATURE PAGE TO FOURTH AMENDMENT]

IN WITNESS WHEREOF, the parties hereto have hereunto executed this Agreement the day and year first above mentioned.

ATTEST:	INTEGRATED BIOPHARMA, INC.
By: /s/ Dina L Masi	By: /s/ Christina Kay
Name: DINA L. MASI	Name: CHRISTINA KAY
Title: Secretary	Title: Co-Chief Executive Officer
ATTEST:	MANHATTAN DRUG COMPANY, INC.
By: /s/ Dina L Masi	By: /s/ Riva Sheppard
Name: DINA L. MASI	Name: RIVA SHEPPARD
Title: Secretary	Title: President and Chief Executive Officer
ATTEST:	AGROLABS, INC.
By: /s/ Dina L Masi	By: /s/ Christina Kay
Name: DINA L. MASI	Name: CHRISTINA KAY
Title: Secretary	Title: President and Chief Executive Officer
ATTEST:	IHT HEALTH PRODUCTS, INC.
By: /s/ Dina L Masi	By: /s/ Christina Kay
Name: DINA L. MASI	Name: CHRISTINA KAY
Title: Secretary	Title: President and Chief Executive Officer

[SIGNATURES CONTINUE ON NEXT PAGE]

[SIGNATURE PAGE TO FOURTH AMENDMENT]

ATTEST:	IHT PROPERTIES CORP.
By: /s/ Dina L Masi	By: /s/ Riva Sheppard
Name: DINA L. MASI	Name: RIVA SHEPPARD
Title: Secretary	Title: President and Chief Executive Officer
ATTEST:	VITAMIN FACTORY, INC.
	(also known as The Vitamin Factory)
By: /s/ Dina L Masi	By: /s/ E. Gerald Kay
Name: DINA L. MASI	Name: E. GERALD KAY
Title: Secretary	Title: President and Chief Executive Officer

[SIGNATURES CONTINUE ON NEXT PAGE]

[SIGNATURE PAGE TO FOURTH AMENDMENT]

PNC BANK, NATIONAL ASSOCIATION,
as Lender and as Agent
By: /s/ Allison Korab
Name: Allison Korab
Title: Vice President

SCHEDULE A

SUPPLEMENT TO FOURTH AMENDMENT TO REVOLVING CREDIT,

TERM LOAN AND SECURITY AGREEMENT

THIS SUPPLEMENT TO FOURTH AMENDMENT TO REVOLVING CREDIT, TERM LOAN AND SECURITY AGREEMENT (together with Exhibit A attached hereto, this “Amendment”) is dated as of the Fourth Amendment Closing Date (the “Effective Date”) and is made by and among INTEGRATED BIOPHARMA, INC., a corporation organized under the laws of the State of Delaware (“Integrated”), MANHATTAN DRUG COMPANY, INC. (successor-by-merger to InB:MANHATTAN DRUG COMPANY, INC.), a corporation organized under the laws of the State of New Jersey (”MD”), AGROLABS, INC., a corporation organized under the laws of the State of New Jersey (“AL”), IHT HEALTH PRODUCTS, INC., a corporation organized under the laws of the State of Delaware (“IHT”), IHT PROPERTIES CORP., a corporation organized under the laws of the State of Delaware (“IHTP”), and VITAMIN FACTORY, INC. (also known as The Vitamin Factory), a corporation organized under the laws of the State of Delaware (“Vitamin”) (Integrated, MD, AL, IHT, IHTP and Vitamin, each a “Borrower”, and collectively “Borrowers”), the financial institutions which are now or which hereafter become a party hereto (collectively, the “Lenders” and individually a “Lender”) and PNC BANK, NATIONAL ASSOCIATION (“PNC”), as agent for Lenders (PNC, in such capacity, the “Administrative Agent”) under the Existing Agreement, as hereinafter defined (all such parties, the “Parties”).

RECITALS

WHEREAS, the Parties are parties to that certain Revolving Credit, Term Loan and Security Agreement dated June 27, 2012 (as has been, is being and may be further amended, replaced, restated, modified and/or extended, collectively, the “Existing Agreement”);

WHEREAS, certain loans, advances and/or other extensions of credit denominated in U.S. Dollars under the Existing Agreement bear interest or are permitted to bear interest, and have fees, commissions or other amounts based on the London Interbank Offered Rate administered by the ICE Benchmark Administration (which may be referred to as the “Eurodollar Rate” in the Existing Agreement) (referred to herein as “LIBOR”) in accordance with the terms and conditions of the Existing Agreement (the “Affected Loans”); and

WHEREAS, applicable parties under the Existing Agreement have determined that LIBOR hardwired replacement provisions that include a replacement waterfall that provides for a transition to a successor rate shall be incorporated into the Existing Agreement with respect to Affected Loans for all purposes under the Existing Agreement and under any Other Document (other than any derivative, swap agreement, hedge agreement or ISDA confirm or other analogous or similar document executed in connection with any interest rate hedging or swap transactions) (together with the Existing Agreement, each as amended, supplemented, modified or restated prior to the date hereof, collectively, the “Existing Documents”), subject to the terms and conditions set forth in this Amendment.

NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth and intending to be legally bound hereby, the Parties covenant and agree as follows:

1.	Incorporation of Recitals. The foregoing recitals are incorporated herein by reference as if fully set forth herein.
2.	Certain Definitions. Capitalized terms used in this Amendment but not otherwise defined herein or in Exhibit A shall have the meanings assigned to such terms in the Existing Agreement. Capitalized terms used in Exhibit A that are also used in the Existing Agreement shall supplement (but not replace) the defined terms in the Existing Agreement with respect to Affected Loans, unless otherwise stated therein.
3.	Amendments. The Existing Agreement is hereby amended as set forth on Exhibit A attached hereto. Notwithstanding any provision of the Existing Agreement or any Existing Document to the contrary, the Parties hereby agree that the terms set forth on Exhibit A apply solely to Affected Loans on and after the Effective Date. For the avoidance of doubt, to the extent provisions in the Existing Agreement apply to Affected Loans and such provisions are not specifically addressed by Exhibit A, such provisions in the Existing Agreement shall continue to apply to Affected Loans from and after the Effective Date. In the event of a conflict between the terms of this Amendment and the terms of the Existing Agreement or any other Existing Document, the terms of this Amendment shall govern and control. For the further avoidance of doubt, the provisions of this Amendment supersede and govern any provisions of the Existing Agreement relating to benchmark replacements as they apply on and after the Effective Date. ****
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4.	Representations and Warranties. The Borrower hereby represents and warrants that: (a) no Default or Event of Default exists or will exist immediately after giving effect to the transactions contemplated hereby, (b) all representations and warranties of Borrower contained in the Existing Agreement, in this Amendment and in the other Existing Documents are true and correct in all material respects, (c) the execution, delivery and performance of this Amendment and the Fourth Amendment (defined below) by the Borrower have been duly authorized by all necessary corporate or other organizational action, and (d) this Amendment and the Fourth Amendment have been duly executed and delivered by the Borrower.
5.	Limitation; Effect of Amendment; No Novation. No provision of the Existing Agreement or any other Existing Document is amended or waived in any way other than as provided herein and in the Fourth Amendment to Revolving Credit, Term Loan and Security Agreement dated as of the Fourth Amendment Closing Date (the “Fourth Amendment”). Except as expressly set forth herein and in the Fourth Amendment, all of the terms of the Existing Agreement and the other Existing Documents shall be and remain in full force and effect and are hereby ratified and confirmed, and constitute the legal, valid, binding, and enforceable obligations of the parties thereto. As of the Effective Date, each reference in the Existing Agreement to “this Agreement,” “hereunder,” “hereof,” “herein,” or words of like import, and each reference in the other Existing Documents to the Existing Agreement (including, without limitation, by means of words like “thereunder,” “thereof”, “therein” and words of like import), shall mean and be a reference to the Existing Agreement as amended by this Amendment and the Fourth Amendment. The Borrower hereby confirms that the Existing Agreement and each other Existing Document have at all times, since the date of the execution and delivery of such documents, remained in full force and effect and the obligations thereunder are continued as amended by this Amendment and the Fourth Amendment. The Borrower acknowledges and agrees that the amendment of the Existing Agreement and each other Existing Document by this Amendment and the Fourth Amendment is not intended to constitute, nor does it constitute, a novation, interruption, suspension of continuity, satisfaction, discharge or termination of the obligations, loans, liabilities, or indebtedness under the Existing Agreement and each other Existing Document, and this Amendment, the Existing Agreement and each other Existing Document are entitled to all rights and benefits originally pertaining to the Existing Agreement and each other Existing Document.
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6.	Reaffirmation of Guarantees and Security Interests. The Borrower hereby acknowledges its receipt of a copy of this Amendment and its review of the terms and conditions hereof and consents to the terms and conditions of this Amendment and the transactions contemplated thereby. The Borrower hereby (a) affirms and confirms, as applicable, its pledges, grants and other undertakings under the Existing Agreement and each other Existing Document, each as amended by this Amendment and the Fourth Amendment, to which it is a party and (b) agrees that (i) the Existing Agreement and each other Existing Document, each as amended by this Amendment and the Fourth Amendment, to which it is a party continue to be in full force and effect and (ii) all guarantees, pledges, grants and other undertakings thereunder continue to be in full force and effect (with the same priority, as applicable) and accrue to the benefit of the applicable secured party or parties thereunder.
7.	Further Assurances. The Borrower agrees to execute such other documents, instruments and agreements and take such further actions reasonably requested by the Administrative Agent to effectuate the provisions of this Amendment.
8.	Counterparts; Effectiveness.
a.	This Amendment may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. The Effective Date of this Amendment shall be completed by the Administrative Agent as of the date when this Amendment shall have been executed by the Parties.
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b.	The words “execution,” “signed,” “signature,” and words of like import in this Amendment shall be deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable Law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state Laws based on the Uniform Electronic Transactions Act. The Parties agree that this Amendment may, at the Administrative Agent’s option, be in the form of an electronic record and may be signed or executed using electronic signatures. For the avoidance of doubt, the authorization under this paragraph may include, without limitation, use or acceptance by the Administrative Agent of a manually signed paper signature page which has been converted into electronic form (such as scanned into PDF format) for transmission, delivery and/or retention.
9.	Section Headings. Section headings used in this Amendment are for convenience of reference only and shall not govern the interpretation of any of the provisions of this Amendment.
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10.	Severability. The provisions of this Amendment are intended to be severable. If any provision of this Amendment shall be held invalid or unenforceable in whole or in part in any jurisdiction, such provision shall, as to such jurisdiction, be ineffective to the extent of such invalidity or unenforceability without in any manner affecting the validity or enforceability thereof in any other jurisdiction or the remaining provisions hereof in any jurisdiction.
11.	Fees and Costs. The Borrower will pay on demand all out-of-pocket fees, costs, and expenses of the Administrative Agent, including but not limited to the fees and expenses of outside counsel, in connection with the preparation, execution, and delivery of this Amendment.
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12.	Governing Law, Etc. The terms of the Existing Agreement relating to governing law, submission to jurisdiction, waiver of venue and waiver of jury trial are incorporated herein by reference, mutatis mutandis, and the Parties agree to such terms.
13.	Ratification of Terms. The Borrower expressly ratifies and confirms the waiver of jury trial provisions contained in the Existing Agreement and Other Documents, all of which are incorporated herein by reference.
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14.	Construction. Reference to this Amendment means this Amendment, together with Exhibit A attached hereto. Exhibit A is hereby incorporated into, and deemed to be part of, this Amendment.

[EXHIBIT A ATTACHMENT FOLLOWS]

Exhibit A

[TO BE ATTACHED]

EXHIBIT A TO

SUPPLEMENT TO FOURTH AMENDMENT TO REVOLVING CREDIT, TERM LOAN AND SECURITY AGREEMENT

Article	I.	Definitions, Etc.
Section 1.1	Defined Terms. The following terms shall have the following meanings for purposes of this Amendment, including without limitation, this Exhibit A, and the provisions contained herein:
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"Amended Agreement” means the Existing Agreement, as amended pursuant to this Amendment.
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"Amended Documents” means the Existing Documents, as amended pursuant to this Amendment.
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"Available Tenor” means, as of any date of determination and with respect to the then-current Benchmark, as applicable, if such Benchmark is a term rate, any tenor for such Benchmark (or component thereof) that is or may be used for determining the length of an interest period pursuant to this Amended Agreement as of such date and not including, for the avoidance of doubt, any tenor of such Benchmark that is then-removed from the definition of “Interest Period” pursuant to clause (iv) of Section 5.1(d) of this Exhibit A.
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"Base Rate Credit Extension” means a Credit Extension nominally based on a “Base Rate”, “Alternate Base Rate”, “Alternative Base Rate”, “ABR” or other analogous or similar term generally indicating use of a benchmark rate other than, immediately prior to giving effect to the provisions of Article III of this Exhibit A, USD LIBOR but which term, immediately prior to giving effect to the provisions of Article III of this Exhibit A, would have included a component based on USD LIBOR.
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"Benchmark” means, initially, the Term SOFR Reference Rate; provided that if a Benchmark Transition Event has occurred with respect to a then-current Benchmark, then “Benchmark” means the applicable Benchmark Replacement to the extent that such Benchmark Replacement has replaced such prior benchmark rate pursuant to Section 5.1(d) of this Exhibit A. Any reference to “Benchmark” shall include, as applicable, the published component used in the calculation thereof.
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"Benchmark Replacement” **** means, with respect to any Benchmark Transition Event, the first alternative set forth in the order below that can be determined by the Administrative Agent for the applicable Benchmark Replacement Date:
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(1)	the sum of: (A) Daily Simple SOFR and (B) the SOFR Adjustment (to be reset in consultation with the Borrower and in good faith at such time);
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(2)	the sum of (A) the alternate benchmark rate that has been selected by the Administrative Agent and the Borrower, giving due consideration to (x) any selection or recommendation of a replacement benchmark rate or the mechanism for determining such a rate by the Relevant Governmental Body or (y) any evolving or then-prevailing market convention for determining a benchmark rate as a replacement to the then-current Benchmark for U.S. dollar-denominated syndicated credit facilities at such time and (B) the related Benchmark Replacement Adjustment;
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provided that if the Benchmark Replacement as determined pursuant to clause (2) above would be less than the Floor, the Benchmark Replacement will be deemed to be the Floor for the purposes of this Amended Agreement and the other Amended Documents; and

provided further, that any Benchmark Replacement shall be administratively feasible as determined by the Administrative Agent in its sole discretion.

"Benchmark Replacement Adjustment” **** means, with respect to any replacement of the then-current Benchmark with an Unadjusted Benchmark Replacement, the spread adjustment, or method for calculating or determining such spread adjustment, (which may be a positive or negative value or zero) that has been selected by the Administrative Agent and the Borrower, giving due consideration to (A) any selection or recommendation of a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement by the Relevant Governmental Body or (B) any evolving or then-prevailing market convention for determining a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement for U.S. dollar-denominated syndicated credit facilities at such time.
"Benchmark Replacement Date” means a date and time determined by the Administrative Agent, which date shall be no later than the earliest to occur of the following events with respect to the then-current Benchmark:
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(1)	in the case of clause (1) or (2) of the definition of “Benchmark Transition Event,” the later of (A) the date of the public statement or publication of information referenced therein and (B) the date on which the administrator of such Benchmark (or the published component used in the calculation thereof) permanently or indefinitely ceases to provide such Benchmark (or such component thereof) or, if such Benchmark is a term rate or is based on a term rate, all Available Tenors of such Benchmark (or such component thereof); or
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(2)	in the case of clause (3) of the definition of “Benchmark Transition Event,” the date determined by the Administrative Agent, which date shall promptly follow the date of the public statement or publication of information referenced therein;
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For the avoidance of doubt, if such Benchmark is a term rate or is based on a term rate, the “Benchmark Replacement Date” will be deemed to have occurred in the case of clause (1) or (2) with respect to any Benchmark upon the occurrence of the applicable event or events set forth therein with respect to all then-current Available Tenors of such Benchmark available under the Amended Agreement (or the published component used in the calculation thereof).

"Benchmark Transition Event” means, the occurrence of one or more of the following events, with respect to the then-current Benchmark:

(1) a public statement or publication of information by or on behalf of the administrator of such Benchmark (or the published component used in the calculation thereof) announcing that such administrator has ceased or will cease to provide such Benchmark (or component thereof) or, if such Benchmark is a term rate or is based on a term rate, all Available Tenors of such Benchmark (or such component thereof), permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide any Available Tenor of such Benchmark (or such component thereof);

(2) a public statement or publication of information by an Official Body having jurisdiction over the Administrative Agent, the regulatory supervisor for the administrator of such Benchmark (or the published component used in the calculation thereof), the Federal Reserve Board, the Federal Reserve Bank of New York, an insolvency official with jurisdiction over the administrator for such Benchmark (or such component), a resolution authority with jurisdiction over the administrator for such Benchmark (or such component) or a court or an entity with similar insolvency or resolution authority over the administrator for such Benchmark (or such component), which states that the administrator of such Benchmark (or such component) has ceased or will cease to provide such Benchmark (or such component thereof) or, if such Benchmark is a term rate or is based on a term rate, all Available Tenors of such Benchmark (or such component thereof) permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide such Benchmark (or such component thereof) or, if such Benchmark is a term rate or is based on a term rate, any Available Tenor of such Benchmark (or such component thereof); or

(3) a public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published component used in the calculation thereof) or an Official Body having jurisdiction over the Administrative Agent announcing that such Benchmark (or such component thereof) or, if such Benchmark is a term rate or is based on a term rate, all Available Tenors of such Benchmark (or such component thereof) are not, or as of a specified future date will not be, representative.

For the avoidance of doubt, if such Benchmark is a term rate or is based on a term rate, a “Benchmark Transition Event” will be deemed to have occurred with respect to any Benchmark if a public statement or publication of information set forth above has occurred with respect to each then-current Available Tenor of such Benchmark (or the published component used in the calculation thereof).

"Benchmark Unavailability Period” means the period (if any) (x) beginning at the time that a Benchmark Replacement Date has occurred if, at such time, no Benchmark Replacement has replaced the then-current Benchmark for all purposes under the Amended Agreement and under any Amended Document in accordance with Section 5.1(d) of this Exhibit A and (y) ending at the time that a Benchmark Replacement has replaced the then-current Benchmark for all purposes under the Amended Agreement and under any Amended Document in accordance with Section 5.1(d) of this Exhibit A.
"Conforming Changes” means, with respect to the Term SOFR Rate or any Benchmark Replacement, any technical, administrative or operational changes (including changes to the definition of “Base Rate,” the definition of “Business Day,” the definition of “Interest Period” (or other applicable provision regarding interest periods available), the definition of “U.S. Government Securities Business Day,” timing and frequency of determining rates and making payments of interest, timing of borrowing requests or prepayment, conversion or continuation notices, the applicability and length of lookback periods, the applicability of breakage provisions, and other technical, administrative or operational matters) that the Administrative Agent decides may be appropriate to reflect the adoption and implementation of the Term SOFR Rate or such Benchmark Replacement and to permit the administration thereof by the Administrative Agent in a manner substantially consistent with market practice (or, if the Administrative Agent decides that adoption of any portion of such market practice is not administratively feasible or if the Administrative Agent determines that no market practice for the administration of the Term SOFR Rate or the Benchmark Replacement exists, in such other manner of administration as the Administrative Agent decides is reasonably necessary in connection with the administration of the Amended Agreement and the other Amended Documents).
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"Benchmark Unavailability Period” means the period (if any) (x) beginning at the time that a Benchmark Replacement Date has occurred if, at such time, no Benchmark Replacement has replaced the then-current Benchmark for all purposes under the Amended Agreement and under any Amended Document in accordance with Section 5.1(d) of this Exhibit A and (y) ending at the time that a Benchmark Replacement has replaced the then-current Benchmark for all purposes under the Amended Agreement and under any Amended Document in accordance with Section 5.1(d) of this Exhibit A.

"Conforming Changes” means, with respect to the Term SOFR Rate or any Benchmark Replacement, any technical, administrative or operational changes (including changes to the definition of “Base Rate,” the definition of “Business Day,” the definition of “Interest Period” (or other applicable provision regarding interest periods available), the definition of “U.S. Government Securities Business Day,” timing and frequency of determining rates and making payments of interest, timing of borrowing requests or prepayment, conversion or continuation notices, the applicability and length of lookback periods, the applicability of breakage provisions, and other technical, administrative or operational matters) that the Administrative Agent decides may be appropriate to reflect the adoption and implementation of the Term SOFR Rate or such Benchmark Replacement and to permit the administration thereof by the Administrative Agent in a manner substantially consistent with market practice (or, if the Administrative Agent decides that adoption of any portion of such market practice is not administratively feasible or if the Administrative Agent determines that no market practice for the administration of the Term SOFR Rate or the Benchmark Replacement exists, in such other manner of administration as the Administrative Agent decides is reasonably necessary in connection with the administration of the Amended Agreement and the other Amended Documents).

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"Credit Extension” means any extension of credit of any type denominated in U.S. Dollars under the Existing Agreement, the Amended Agreement, any other Existing Document or any other Amended Document, whether characterized as a loan, term loan, revolving loan, swingline loan, daylight overdraft loan, bid loan, advance, borrowing, credit extension, letter of credit or other financial accommodation, and whether constituting a new extension of credit, the renewal, extension of the expiry date or reinstatement or increase in the amount of an existing extension of credit or a conversion or continuation of an existing extension of credit.
"Daily Simple SOFR” means, for any day (a “SOFR Rate Day”), the interest rate per annum determined by the Administrative Agent by dividing (the resulting quotient rounded upwards, at the Administrative Agent’s discretion, to the nearest 1/100th of 1%) (A) SOFR for the day (the “SOFR Determination Date”) that is 2 Business Days prior to (i) such SOFR Rate Day if such SOFR Rate Day is a Business Day or (ii) the Business Day immediately preceding such SOFR Rate Day if such SOFR Rate Day is not a Business Day, by (B) a number equal to 1.00 minus the SOFR Reserve Percentage, in each case, as such SOFR is published by the Federal Reserve Bank of New York (or a successor administrator of the secured overnight financing rate) on the website of the Federal Reserve Bank of New York, currently at http://www.newyorkfed.org, or any successor source identified by the Federal Reserve Bank of New York or its successor administrator for the secured overnight financing rate from time to time. If Daily Simple SOFR as determined above would be less than the SOFR Floor, then Daily Simple SOFR shall be deemed to be the SOFR Floor. If SOFR for any SOFR Determination Date has not been published or replaced with a Benchmark Replacement by 5:00 p.m. (Pittsburgh, Pennsylvania time) on the second Business Day immediately following such SOFR Determination Date, then SOFR for such SOFR Determination Date will be SOFR for the first Business Day preceding such SOFR Determination Date for which SOFR was published in accordance with the definition of “SOFR”; provided that SOFR determined pursuant to this sentence shall be used for purposes of calculating Daily Simple SOFR for no more than 3 consecutive SOFR Rate Days. If and when Daily Simple SOFR as determined above changes, any applicable rate of interest based on Daily Simple SOFR will change automatically without notice to the Borrower, effective on the date of any such change.
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"Floor” means the benchmark rate floor, if any, provided in the Amended Agreement with respect to the Term SOFR Rate, or if no floor is specified, zero.
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"Interest Period” means “Interest Period”, “LIBOR Period” or any other analogous or similar term set forth in the Existing Agreement or any other applicable Existing Document describing the period during which a Credit Extension bears interest with reference to a specific setting, calculation or determination of a benchmark rate; provided that such term shall be modified on the Effective Date so that (a) such term shall refer to the Term SOFR Rate in lieu of the LIBOR Rate and (b) the only tenors, periods or intervals available pursuant to such term shall be those tenors, periods or intervals that were available under the Existing Agreement prior to such modification.
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"Law” means any law(s) (including common law), constitution, statute, treaty, regulation, rule, ordinance, opinion, issued guidance, release, ruling, order, executive order, injunction, writ, decree, bond, judgment, authorization or approval, lien or award of or any settlement arrangement, by agreement, consent or otherwise, with any Official Body, foreign or domestic.
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"LIBOR Rate” means any term defined in the Existing Agreement or any other Existing Document (or any partial definition thereof) as in effect immediately prior to giving effect to the provisions of this Amendment, however phrased, referring to USD LIBOR, including by way of example applicable terms phrased as “Adjusted LIBO Rate”, “Adjusted LIBOR Rate”, “LIBO Base Rate”, “LIBO Rate”, “LIBOR Rate”, “LIBOR”, “Eurodollar Rate”, “Eurodollar Base Rate”, “Eurocurrency Rate”, “One-Month LIBOR” or “Daily LIBOR Rate”.
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"Official Body” means the government of the United States of America or any other nation, or of any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including any supra-national bodies such as the European Union or the European Central Bank) and any group or body charged with setting financial accounting or regulatory capital rules or standards (including the Financial Accounting Standards Board, the Bank for International Settlements or the Basel Committee on Banking Supervision or any successor or similar authority to any of the foregoing).
"Relevant Governmental Body” means the Board of Governors of the Federal Reserve System of the United States and/or the Federal Reserve Bank of New York, or a committee officially endorsed or convened by the Board of Governors of the Federal Reserve System of the United States and/or the Federal Reserve Bank of New York, or any successor thereto.
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"SOFR” means, for any day, a rate equal to the secured overnight financing rate as administered by the Federal Reserve Bank of New York (or a successor administrator of the secured overnight financing rate).
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"SOFR Adjustment” means, for the Term SOFR Rate, the following:
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SOFR Adjustment	Interest Period
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10 basis points (.10%)	For a 1-month Interest Period
10 basis points (.10%)	For a 3-month Interest Period
10 basis points (.10%)	For a 6-month Interest Period
"SOFR Credit Extension” means any Credit Extension bearing interest or incurring fees, commissions or other amounts based on the Term SOFR Rate plus the SOFR Adjustment, but excluding any Base Rate Credit Extension.
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"SOFR Floor” means a rate of interest per annum equal to 0 basis points (0.00%).
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"SOFR Reserve Percentage” means, for any day, the maximum effective percentage in effect on such day, if any, as prescribed by the Board of Governors of the Federal Reserve System (or any successor) for determining the reserve requirements (including, without limitation, supplemental, marginal and emergency reserve requirements) with respect to SOFR funding.
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"Term SOFR Administrator” means CME Group Benchmark Administration Limited (CBA) (or a successor administrator of the Term SOFR Reference Rate selected by the Administrative Agent in its reasonable discretion).
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"Term SOFR Rate” means, for any calculation with respect to any SOFR Credit Extension, for any Interest Period, the interest rate per annum determined by the Administrative Agent by dividing (the resulting quotient rounded upwards, at the Administrative Agent’s discretion, to the nearest 1/100th of 1%) (A) the Term SOFR Reference Rate for a tenor comparable to such Interest Period, as such rate is published by the Term SOFR Administrator on the day (the “Term SOFR Determination Date”) that is two (2) Business Days prior to the first day of such Interest Period, by (B) a number equal to 1.00 minus the SOFR Reserve Percentage. If the Term SOFR Reference Rate for the applicable tenor has not been published or replaced with a Benchmark Replacement by 5:00 p.m. (Pittsburgh, Pennsylvania time) on the Term SOFR Determination Date, then the Term SOFR Reference Rate, for purposes of clause (A) in the preceding sentence, shall be the Term SOFR Reference Rate for such tenor on the first Business Day preceding such Term SOFR Determination Date for which such Term SOFR Reference Rate for such tenor was published in accordance herewith, so long as such first preceding Business Day is not more than three (3) Business Days prior to such Term SOFR Determination Date. If the Term SOFR Rate, determined as provided above, would be less than the SOFR Floor, then the Term SOFR Rate shall be deemed to be the SOFR Floor. The Term SOFR Rate shall be adjusted automatically without notice to the Borrower on and as of (i) the first day of each Interest Period, and (ii) the effective date of any change in the SOFR Reserve Percentage.
"Term SOFR Reference Rate” means the forward-looking term rate based on SOFR.
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"Unadjusted Benchmark Replacement” means the applicable Benchmark Replacement excluding the related Benchmark Replacement Adjustment.
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"USD LIBOR” means the London interbank offered rate for U.S. Dollars
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"USD LIBOR Credit Extension” means a Credit Extension bearing interest or incurring fees, commissions or other amounts based on a USD LIBOR rate that is held constant for a specifically designated period of time and is not reset on a daily or substantially daily basis, but excluding any Base Rate Credit Extension.
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"USD LIBOR Related Definition” means any term defined in the Existing Agreement or any other Existing Document (or any partial definition thereof) as in effect immediately prior to giving effect to the provisions of this Amendment on the Effective Date, however phrased, solely relating to the determination, administration or calculation of USD LIBOR, including by way of example any instances of the LIBOR Rate and other applicable terms phrased as “Eurodollar Reserve Percentage”, “LIBOR Determination Date” and “LIBOR Reset Date”. “USD LIBOR Related Definition” does not include any term such as “Base Rate”, “Alternate Base Rate”, “Alternative Base Rate”, “ABR” or other analogous or similar term generally indicating use of a benchmark rate other than, immediately prior to giving effect to the provisions of Article III of this Exhibit A, USD LIBOR, even if such term, immediately prior to giving effect to the provisions of Article III of this Exhibit A, would have included a component based on USD LIBOR.
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"U.S. Dollars” means the lawful currency of the United States of America.
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"U.S. Government Securities Business Day” means any day except for (a) a Saturday, (b) a Sunday or (c) a day on which the Securities Industry and Financial Markets Association recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in United States government securities.
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Section 1.2.	Definitions. The Existing Agreement and each other applicable Existing Document (if any) are each hereby amended to incorporate the definitions set forth in Section 1.1 of this Exhibit A, mutatis mutandis, including as a result of the effectiveness of this Amendment. If the Existing Agreement or any other Existing Document as in effect immediately prior to giving effect to the provisions of this Amendment already defines any term defined in Section 1.1 of this Exhibit A, the definition in Section 1.1 of this Exhibit A shall (x) to the extent that such definition also relates to Loans other than Affected Loans, supplement such definition in the Existing Agreement or such other Existing Document; and (y) to the extent that such definition relates solely to Affected Loans, supersede such definition in the Existing Agreement or such other Existing Document solely with respect to Affected Loans.
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Section 1.3	Rules of Construction. For the avoidance of doubt, if and to the extent that the Existing Agreement or any other Existing Document does not, immediately prior to the effectiveness of this Amendment, include any provision or term that would be modified pursuant to any provision of Article II or Article III of this Exhibit A, such provision of Article II or Article III of this Exhibit A shall be disregarded to such extent. Any reference in this Amendment to the “Borrower” shall be deemed to refer to (a) “the Borrowers”, “the applicable Borrower”, “each Borrower”, “such Borrower” or “any Borrower”, as applicable, if the “Borrower” identified above constitutes more than one person or (b) the “Borrowers’ Agent”, “Administrative Borrower” or other analogous or similar entity, as applicable, if the Existing Agreement includes a mechanism for such entity to act for or on behalf of the Borrower.
Section 1.4	SOFR Notification. Section 5.1(d) of this Exhibit A provides a mechanism for determining an alternative rate of interest in the event that the Term SOFR Reference Rate is no longer available or in certain other circumstances. The Administrative Agent does not warrant or accept any responsibility for and shall not have any liability with respect to, the administration, submission or any other matter related to the Term SOFR Reference Rate or with respect to any alternative or successor rate thereto, or replacement rate therefor.
Section 1.5	Conforming Changes Relating to SOFR. With respect to the Term SOFR Rate, the Administrative Agent will have the right to make Conforming Changes from time to time and, notwithstanding anything to the contrary in the Amended Agreement or any other Amended Document, any amendments implementing such Conforming Changes will become effective without any further action or consent of any other party to the Existing Agreement, Amended Agreement, this Amendment, the Amended Documents, or any other Existing Document; provided that, the Administrative Agent shall provide notice to the Borrower and the Lenders of each such amendment implementing such Conforming Changes reasonably promptly after such amendment becomes effective.
Article	II.	Discontinuance of USD LIBOR.
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Section 2.1	Credit Extensions.
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(a)	On and after the Effective Date, notwithstanding any provision of the Existing Agreement or any other Existing Document to the contrary, whether or not USD LIBOR is operational, reported, published on a synthetic basis or otherwise available in the market as of the Effective Date, subject to Article IV of this Exhibit A: (i) no USD LIBOR Credit Extension shall be available, requested or made thereunder, (ii) any request to convert an existing Credit Extension to a USD LIBOR Credit Extension shall be ineffective, (iii) any request for a new USD LIBOR Credit Extension, or to continue, renew, extend, reinstate or increase an existing USD LIBOR Credit Extension as a USD LIBOR Credit Extension, shall be ineffective.
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(b)	Any request for a USD LIBOR Credit Extension that is pending on the Effective Date will be deemed to have converted into a request for a SOFR Credit Extension.
Section 2.2	USD LIBOR Related Definitions. Notwithstanding any provision of the Existing Agreement or any other Existing Document to the contrary, subject to the provisions of Article IV of this Exhibit A, from and after the Effective Date, the USD LIBOR Related Definitions shall be deleted from the Existing Agreement and each other applicable Existing Document and of no further force or effect.
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Article	III.	New Credit Extensions.
Section 3.1	Modification to LIBOR Rate Definitions. Notwithstanding any provision of the Existing Agreement or any other Existing Document to the contrary, subject to the provisions of Article IV of this Exhibit A, from and after the Effective Date:
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(a)	any usage of “LIBOR Rate” or other analogous or similar term referring to a USD LIBOR Credit Extension (other than (i) as used in a USD LIBOR Related Definition that has been deleted pursuant to the terms of this Exhibit A or a benchmark replacement provision or (ii) as used in connection with a Base Rate Credit Extension) in the Existing Agreement or any other Existing Document, as applicable, shall be deleted and of no further force or effect, and the phrase “Term SOFR Rate plus the SOFR Adjustment” shall be inserted in lieu thereof,
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(b)	to the extent that, immediately prior to giving effect to the provisions of this Exhibit A, the Existing Agreement or any other Existing Document required or permitted the request, making and maintenance of any type of Credit Extension as a USD LIBOR Credit Extension, that type of Credit Extension shall be available, and may be requested, made and maintained, as a SOFR Credit Extension, subject to satisfaction of the applicable provisions (including conditions precedent to Credit Extensions) of the Amended Agreement and any other applicable Amended Document, and
(c)	any term or provision of the Existing Agreement or any other Existing Document (other than as used in a USD LIBOR Related Definition that has been deleted pursuant to the terms of this Exhibit A) that refers or is applicable to a USD LIBOR Credit Extension immediately prior to giving effect to the provisions of this Amendment on the Effective Date shall refer to and be applicable to a SOFR Credit Extension, unless, and to the extent that, such term or provision is expressly superseded or otherwise modified by this Amendment, in which case, such term or provision shall to such extent be construed as so superseded or otherwise modified as set forth in this Amendment.
Section 3.2	Modification to Base Rate Credit Extension. Notwithstanding any provision of the Existing Agreement or any other Existing Document to the contrary, whether or not USD LIBOR is operational, reported, published on a synthetic basis or otherwise available in the market as of the Effective Date, from and after the Effective Date, any usage of USD LIBOR in a component of a Base Rate Credit Extension (excluding the related spread) shall be deleted and of no further force or effect, and Daily Simple SOFR shall be inserted in lieu thereof.
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Section 3.3	SOFR Conventions and Provisions. Notwithstanding any provision of the Existing Agreement or any other Existing Document to the contrary, from and after the Effective Date, subject to Article IV of this Exhibit A, the Existing Agreement and each other applicable Existing Document are each hereby amended to incorporate the following provisions:
(a)	London Business Days. To the extent that any term or provision of the Existing Agreement or any other Existing Document refers to the term “Business Day”, “Banking Day”, “business day” or other analogous or similar term or provision defining generally the days on which banks are deemed to be open for business, such term or provision is modified: (i) to delete any provision therein referencing London, the United Kingdom or the London interbank market to the extent that any such term or provision relates primarily to the use or administration of USD LIBOR; and (ii) when used in connection with an amount that bears interest at a rate based on the Term SOFR Reference Rate or any direct or indirect calculation or determination of the Term SOFR Reference Rate, to require that any such day is also a U.S. Government Securities Business Day.
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(b)	Types of Credit Extension. To the extent that the Existing Agreement or any other Existing Document categorizes Credit Extensions generally or by definition by type of benchmark rate that applies to such Credit Extensions, a SOFR Credit Extension shall constitute a type of Credit Extension, and any such definition shall be deemed to include SOFR Credit Extensions.
(c)	Notice Periods. Any provision under the Existing Agreement or any other Existing Document that required, immediately prior to giving effect to the provisions of Article II of this Exhibit A, the Borrower to provide notice to the Administrative Agent of any borrowing, continuation, renewal, extension, reinstatement, increase, conversion or prepayment of any USD LIBOR Credit Extension shall be deemed, in each case, to require notice thereof with respect to a SOFR Credit Extension in lieu of such USD LIBOR Credit Extension.
(d)	Breakage Provisions. Any requirement in the Existing Agreement or any other Existing Document for the Borrower to compensate any Lender for losses resulting from any assignment, continuation, conversion, payment or prepayment of any USD LIBOR Credit Extension other than on the last day of the Interest Period applicable thereto or from any failure to borrow, convert, continue or prepay any USD LIBOR Credit Extension on the date or in the amount notified by the Borrower, shall be deemed to be applicable to any SOFR Credit Extension.
(e)	Regulation D. Any provision in the Existing Agreement or any other Existing Document that constitutes a requirement for the Borrower to compensate any Lender for any increased cost incurred as a result of a change of law, or any interpretation thereof, or any other analogous or similar yield maintenance provision shall be modified mutatis mutandis to include, as a cost or expense subject to such provisions, without limitation, any cost or expense incurred by such Lender with respect to its Credit Extensions under the Amended Agreement and the other Amended Documents in compliance with regulations issued from time to time by the Board of Governors of the Federal Reserve System of the United States for determining the maximum reserve requirement (including any emergency, special, supplemental or other marginal reserve requirement) with respect to eurocurrency funding (currently referred to as “Eurocurrency liabilities” in Regulation D of the Board of Governors of the Federal Reserve System of the United States, as in effect from time to time and all official rulings and interpretations thereunder or thereof).
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(f)	London Interbank Market. Any reference in the Existing Agreement or any other Existing Document to the London interbank market, London interbank eurodollar market or other analogous or similar term shall be disregarded and, to the extent that such reference operates as a limitation on, or qualification of, the applicability of another provision, such limitation or qualification will be deemed removed.
Article	IV.	Delayed Rate Switch for Prior Periodic USD LIBOR Credit Extensions.
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Section 4.1	The provisions in the other Articles of this Exhibit A shall not apply with respect to (a) any USD LIBOR Credit Extension that is outstanding that bears interest with reference to a USD LIBOR rate that (i) is or was set prior to the Effective Date and (ii) is held constant for a specifically designated interest period and is not reset on a daily or substantially daily basis (disregarding daycount, weekend or holiday conventions); provided that, such USD LIBOR Credit Extension shall only continue in effect until the expiration of the then current Interest Period for such USD LIBOR Credit Extension, and (b) any retroactive margin, yield, fee or commission increases available to the Administrative Agent or the Lenders as a result of any inaccuracy in any financial statement or compliance certificate that, if corrected, would have led to the application of a higher interest margin or yield with respect to any USD LIBOR Credit Extension or any higher fee or commission for any applicable period.
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	Section 4.2	The USD LIBOR Related Definitions and provisions with respect to items described in Section 4.1 of this Exhibit A (as in effect immediately prior to giving effect to the provisions of this Amendment on the Effective Date) shall not be deleted and shall continue in effect solely as necessary to effect the provisions set forth in Section 4.1.
Article	V.	Additional Provisions.
Section 5.1	Rate Unascertainable; Increased Costs; Illegality; Benchmark Replacement Setting.
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(a)	Unascertainable; Increased Costs. If, on or after the Effective Date:
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(i)	the Administrative Agent shall have determined (which determination shall be conclusive and binding absent manifest error) that (x) the Term SOFR Rate cannot be determined pursuant to the definition thereof; or (y) a fundamental change has occurred with respect to the Term SOFR Rate (including, without limitation, changes in national or international financial, political or economic conditions), or
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(ii)	the Required Lenders determines that for any reason in connection with any request for a Credit Extension or a conversion thereto or a continuation thereof that the Term SOFR Rate for any requested Interest Period with respect to a proposed SOFR Credit Extension does not adequately and fairly reflect the cost to such Lenders of funding, establishing or maintaining such Credit Extension, and the Required Lenders provide notice of such determination to the Administrative Agent,
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then the Administrative Agent shall have the rights specified in Section 5.1(c) of this Exhibit A.

(b)	Illegality. If on or after the Effective Date any Lender shall have determined, or any Official Body shall have asserted, that the making, maintenance or funding of any Credit Extension, or the determination or charging of interest rates based on the Term SOFR Rate, has been made impracticable or unlawful by compliance by such Lender in good faith with any Law or any interpretation or application thereof by any Official Body or with any request or directive of any such Official Body (whether or not having the force of Law), then the Administrative Agent shall have the rights specified in Section 5.1(c) of this Exhibit A.
(c)	Administrative Agent’s and Lender’s Rights. In the case of any event specified in Section 5.1(a) of this Exhibit A, the Administrative Agent shall promptly so notify the Lenders and the Borrower thereof, and in the case of an event specified in Section 5.1(b) of this Exhibit A, such Lender shall promptly so notify the Administrative Agent and endorse a certificate to such notice as to the specific circumstances of such notice, and the Administrative Agent shall promptly send copies of such notice and certificate to the other Lenders and the Borrower.
(i)	Upon such date as shall be specified in such notice (which shall not be earlier than the date such notice is given), the obligation of (i) the Lenders, in the case of such notice given by the Administrative Agent, or (ii) such Lender, in the case of such notice given by such Lender, to allow the Borrower to select, convert to or renew a SOFR Credit Extension (to the extent of the affected SOFR Credit Extension or Interest Periods) shall be suspended until the Administrative Agent shall have later notified the Borrower, or such Lender shall have later notified the Administrative Agent, of the Administrative Agent’s or such Lender’s, as the case may be, determination that the circumstances giving rise to such previous determination no longer exist.
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(ii)	If at any time the Administrative Agent makes a determination under Section 5.1(a) of this Exhibit A, then (a) if the Borrower has previously notified the Administrative Agent of its selection of, conversion to or renewal of a Credit Extension that has not yet gone into effect, such notification shall be deemed to provide for selection of, conversion to or renewal of a Base Rate Credit Extension in the amount specified therein, and (b) any outstanding Credit Extensions shall be converted into a Base Rate Credit Extension, (i) in the case of a SOFR Credit Extension, at the end of the applicable Interest Period, and (ii) in all other cases, immediately.
(iii)	If any Lender notifies the Administrative Agent of a determination under Section 5.1(b) of this Exhibit A, the Borrower shall, subject to the Borrower’s indemnification obligations under the Amended Agreement, as to any Credit Extension of the Lender which is a SOFR Credit Extension, on the date specified in such notice either convert such SOFR Credit Extension to a Base Rate Credit Extension or prepay such SOFR Credit Extension in accordance with the Amended Agreement. Absent due notice from the Borrower of conversion or prepayment, such Credit Extension shall automatically be converted to a Base Rate Credit Extension upon such specified date.
(d)	Benchmark Replacement Setting.
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(i)	Benchmark Replacement. Notwithstanding anything to the contrary in the Amended Agreement or in any other Amended Document, if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred on or after the Effective Date and prior to any setting of the then-current Benchmark, then (A) if a Benchmark Replacement is determined in accordance with clause (1) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes under the Amended Agreement and under any Amended Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other party to, this Amended Agreement or any other Amended Document and (B) if a Benchmark Replacement is determined in accordance with clause (2) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes under the Amended Agreement and under any Amended Document in respect of any Benchmark setting at or after 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the date notice of such Benchmark Replacement is provided to the Lenders without any amendment to, or further action or consent of any other party to, the Amended Agreement or any other Amended Document so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Required Lenders.
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(ii)	Benchmark Replacement Conforming Changes. In connection with the use, administration, adoption or implementation of a Benchmark Replacement, the Administrative Agent will have the right to make Conforming Changes from time to time and, notwithstanding anything to the contrary in the Amended Agreement or in any other Amended Document, any amendments implementing such Conforming Changes will become effective without any further action or consent of any other party to the Amended Agreement, this Amendment or any other Amended Document.
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(iii)	Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrower and the Lenders of (A) the implementation of any Benchmark Replacement, and (B) the effectiveness of any Conforming Changes in connection with the use, administration, adoption or implementation of a Benchmark Replacement. The Administrative Agent will notify the Borrower of (x) the removal or reinstatement of any tenor of a Benchmark pursuant to paragraph (iv) below and (y) the commencement of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section 5.1(d) of this Exhibit A, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to the Amended Agreement, this Amendment or any other Amended Document except, in each case, as expressly required pursuant to this Section 5.1(d) of this Exhibit A.
(iv)	Unavailability of Tenor of Benchmark. Notwithstanding anything to the contrary in the Amended Agreement or in any other Amended Document, at any time after the Effective Date (including in connection with the implementation of a Benchmark Replacement), (A) if the then-current Benchmark is a term rate and either (I) any tenor for such Benchmark is not displayed on a screen or other information service that publishes such rate from time to time as selected by the Administrative Agent in its reasonable discretion or (II) the regulatory supervisor for the administrator of such Benchmark has provided a public statement or publication of information announcing that any tenor for such Benchmark is not or will not be representative, then the Administrative Agent may modify the definition of “Interest Period” (or any similar or analogous definition) for any Benchmark settings at or after such time to remove such unavailable or non-representative tenor; and (B) if a tenor that was removed pursuant to clause (A) above either (I) is subsequently displayed on a screen or information service for a Benchmark (including a Benchmark Replacement) or (II) is not, or is no longer, subject to an announcement that it is not or will not be representative for a Benchmark (including a Benchmark Replacement), then the Administrative Agent may modify the definition of “Interest Period” (or any similar or analogous definition) for all Benchmark settings at or after such time to reinstate such previously removed tenor.
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(v)	Benchmark Unavailability Period. Upon the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period, the Borrower may revoke any pending request for, conversion to or continuation of a loan to be made, converted or continued at the then-current Benchmark during any Benchmark Unavailability Period and, failing that, the Borrower will be deemed to have converted any such request into a request for an advance or conversion to a Base Rate Credit Extension. During a Benchmark Unavailability Period or at any time that a tenor for the then-current Benchmark is not an Available Tenor, the component of any Base Rate Credit Extension based upon such then-current Benchmark or such tenor for such Benchmark, as applicable, will not be used in any determination thereof.
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Exhibit 31.1

Certification of Co-Chief Executive Officers

Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

We, Christina Kay and Riva Sheppard each certify that:

1. I have reviewed this quarterly report on Form 10-Q of Integrated BioPharma, Inc.;

2.	Based on 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;
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4.	The registrant's other certifying officer 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:
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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 me by others within those entities, particularly during the period in which this report is being prepared;
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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;
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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
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d)	Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth quarter, in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
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5.	The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
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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
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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.
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Date: May 11, 2023	By: /s/ Christina Kay
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	Name: Christina Kay,
	Title: Co-Chief Executive Officer
	(Co-Principal Executive Officer)
	By: /s/ Riva Sheppard
	Name: Riva Sheppard,
	Title: Co-Chief Executive Officer
	(Co-Principal Executive Officer)

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Exhibit 31.2

Certification of Chief Financial Officer

Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Dina L. Masi, certify that:

1.	I have reviewed this quarterly report on Form 10-Q of Integrated BioPharma, Inc.;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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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;
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4.	The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
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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;
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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;
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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
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d.	Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth quarter, in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
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5.	The registrant's other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
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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
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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.
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Date: May 11, 2023	By: /s/ Dina L. Masi
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	Name: Dina L. Masi
	Title: Chief Financial Officer & Senior Vice President
	(Principal Financial Officer)

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Exhibit 32.1

CERTIFICATION OF PERIODIC REPORT

As adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2023 of Integrated BioPharma, Inc. (the “Company”) as filed with the Securities and Exchange Commission on the date hereof (the “Report”), Christina Kay and Riva Sheppard, Co-Chief Executive Officers of Integrated BioPharma, Inc. **** certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, that to their knowledge:

1.	the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and
2.	the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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This certification accompanies the Report pursuant to Section 906 of Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by the Sarbanes-Oxley Act of 2002, be deemed filed by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.

A signed original of this written statement has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

Dated: May 11, 2023	By: /s/ Christina Kay
	Name: Christina Kay,
	Title: Co-Chief Executive Officer
	(Co-Principal Executive Officer)
	By: /s/ Riva Sheppard
	Name: Riva Sheppard,
	Title: Co-Chief Executive Officer
	(Co-Principal Executive Officer)

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Exhibit 32.2

CERTIFICATION OF PERIODIC REPORT

As adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2023 of Integrated BioPharma, Inc. (the “Company”) as filed with the Securities and Exchange Commission on the date hereof (the “Report”), Dina L Masi, Chief Financial Officer of Integrated BioPharma, Inc. **** certifies, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, that to her knowledge:

1.	the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and
2.	the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
---	---

A signed original of this written statement has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

Dated: May 11, 2023	By: /s/ Dina L Masi
	Name: Dina L Masi,
	Title: Chief Financial Officer and Senior Vice President
	(Principal Financial Officer)