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,~~September 30, 2023

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to .

000-15701

(Commission file number)

NATURAL ALTERNATIVES INTERNATIONAL, INC.

(Exact name of registrant as specified in its charter)

Delaware	84-1007839
(State of incorporation)	(IRS Employer Identification No.)

1535 Faraday Ave Carlsbad, CA 92008	(760) 736-7700
(Address of principal executive offices)	(Registrant’s telephone number)

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

Title of Each Class	Trading Symbol(s)	Name of Each Exchange on Which Registered
Common Stock, $0.01 par value per share	NAII	Nasdaq Stock Market

Indicate by check mark whether NAI (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that NAI 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 NAI has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that NAI was required to submit such files). ☒ Yes ☐ No

Indicate by check mark whether NAI is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company.

Large accelerated filer	☐	Accelerated filer	☐	Emerging Growth Company	☐

Non-accelerated filer	☒	Smaller reporting company	☒

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

Indicate by check mark whether NAI is a shell company (as defined in Rule 12b-2 of the Exchange Act): ☐ Yes ☒ No

As of ~~May 15,~~November 9, 2023, ~~6,077,213~~6,088,813 shares of NAI's common stock were outstanding, net of ~~3,232,193~~3,240,593 treasury shares.

Table of Contents

Certain statements in this report, including information incorporated by reference, are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, Section 21E of the Securities Exchange Act of 1934, and the Private Securities Litigation Reform Act of 1995. Forward-looking statements reflect current views about future events and financial performance based on certain assumptions. They include opinions, forecasts, intentions, plans, goals, projections, guidance, expectations, beliefs, or other statements that are not statements of historical fact. Words such as “may,” “will,” “should,” “could,” “would,” “expect,” “plan,” “believe,” “anticipate,” “intend,” “estimate,” “approximate,” “predict,” “forecast,” “project,”, “future”, or “likely”, or the negative or other variation of such words, and similar expressions may identify a statement as a forward-looking statement. Any statements that refer to projections of our future financial performance, our anticipated growth and trends in our business, our goals, strategies, focus and plans, and other characterizations of future events or circumstances, including statements expressing general optimism or pessimism about future operating results, are forward-looking statements. Forward-looking statements in this report may include statements about:

Forward-looking statements in this Report speak only as of the date of this Report based on information available to us at that time and caution should be taken not to place undue reliance on any such forward-looking statements. Forward-looking statements are subject to certain future events, risks, and uncertainties that are or may be outside of our control. When considering forward-looking statements, you should carefully review the risks, uncertainties and other cautionary statements in this Report as they identify certain important factors that could cause actual results to differ materially from those expressed in, or implied by, the forward-looking statements. These factors include, among others, the risks described under Item 1A of Part I of our fiscal 2023 Annual Report, as well as in other reports and documents we have filed and will file with the United States Securities and Exchange Commission (SEC).

	March 31, 2023			June 30, 2022			*September 30, 2023*			*June 30, 2023*
Assets
Current assets:
Cash and cash equivalents	$	15,560		$	21,833		$	16,749		$	13,604
Accounts receivable – less allowance for doubtful accounts of $757 at March 31, 2023 and $3,383 at June 30, 2022		7,611			17,422
Accounts receivable – less allowance for doubtful accounts of $0 at September 30, 2023 and $23 at June 30, 2023								9,751			7,022
Inventories, net		39,309			32,475			23,304			29,694
Income tax receivable		637			67			338			305
Forward contracts		911			3,144			787			390
Prepaids and other current assets		2,258			1,805			6,825			5,995
Total current assets		66,286			76,746			57,754			57,010
Property and equipment, net		54,757			44,573			53,971			53,841
Operating lease right-of-use assets		19,958			21,701			45,651			20,369
Deferred tax asset – noncurrent								161			355
Other noncurrent assets, net		2,926			2,983			2,715			2,577
Total assets	$	143,927		$	146,003		$	160,252		$	134,152
Liabilities and Stockholders’ Equity
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable	$	10,890		$	16,185		$	7,614		$	7,778
Accrued liabilities		1,718			2,787			2,715			2,409
Accrued compensation and employee benefits		3,059			3,673			2,367			2,246
Customer deposits		326			140			405			317
Short-term liability – operating leases								1,130			2,448
Forward contracts								720			—
Income taxes payable		166			174			196			374
Mortgage note payable, current portion		309			302			290			312
Line of credit - current		9,100			—
Total current liabilities		25,568			23,261			15,437			15,884

Long-term liability – operating leases		20,786			22,047			45,778			18,965
Long-term pension liability		419			344			328			339
Deferred tax liability		284			1,220
Mortgage note payable, net of current portion		9,277			9,493			9,154			9,205
Income taxes payable, noncurrent		987			1,118			740			987
Total liabilities		57,321			57,483			71,437			45,380
Commitments and contingencies (Notes E, F, and L)
Stockholders’ equity:
Preferred stock; $.01 par value; 500,000 shares authorized; none issued or outstanding		—			—			—			—
Common stock; $.01 par value; 20,000,000 shares authorized at March 31, 2023 and June 30, 2022, issued and outstanding (net of treasury shares) 6,077,213 at March 31, 2023 and 6,129,611 at June 30, 2022		91			89
Common stock; $.01 par value; 20,000,000 shares authorized at September 30, 2023 and June 30, 2023, issued and outstanding (net of treasury shares) 6,088,813 at September 30, 2023 and 6,073,813 at June 30, 2023								91			91
Additional paid-in capital		31,146			30,423			31,738			31,436
Retained earnings		78,146			77,661			79,488			80,183
Treasury stock, at cost, 3,232,193 shares at March 31, 2023 and 3,061,795 at June 30, 2022		(22,855	)		(21,352	)
Treasury stock, at cost, 3,240,593 shares at September 30, 2023 and 3,240,593 at June 30, 2023								(22,855	)		(22,855	)
Accumulated other comprehensive income		78			1,699			353			(83	)
Total stockholders’ equity		86,606			88,520			88,815			88,772
Total liabilities and stockholders’ equity	$	143,927		$	146,003		$	160,252		$	134,152

	Three Months Ended						Nine Months Ended						*Three Months Ended*
	March 31,						March 31,						*September 30,*
	2023			2022			2023			2022			*2023*			*2022*
Net sales	$	32,699		$	42,373		$	118,121		$	118,440		$	33,969		$	43,127
Cost of goods sold		31,323			34,980			105,160			96,220			30,832			37,756
Gross profit		1,376			7,393			12,961			22,220			3,137			5,371
Selling, general and administrative		3,864			4,119			11,422			12,317			3,681			3,829

(Loss) income from operations		(2,488	)		3,274			1,539			9,903			(544	)		1,542

Other (expense) income:
Interest income		12			—			25			—			9			4
Interest expense		(116	)		(19	)		(246	)		(45	)		(93	)		(75	)
Foreign exchange loss		(194	)		(40	)		(484	)		(35	)		(277	)		(147	)
Other, net		(2	)		(29	)		(18	)		(43	)		21			(6	)
Total other expense		(300	)		(88	)		(723	)		(123	)		(340	)		(224	)

(Loss) income before income taxes		(2,788	)		3,186			816			9,780			(884	)		1,318
(Benefit) provision for income taxes		(407	)		682			331			2,173			(189	)		265
Net (loss) income	$	(2,381	)	$	2,504		$	485		$	7,607		$	(695	)	$	1,053

Unrealized (loss) gain resulting from change in fair value of derivative instruments, net of tax		(357	)		474			(1,621	)		1,759
Unrealized gain resulting from change in fair value of derivative instruments, net of tax														441			545

Comprehensive (loss) income	$	(2,738	)	$	2,978		$	(1,136	)	$	9,366		$	(254	)	$	1,598

Net (loss) income per common share:
Basic	$	(0.41	)	$	0.42		$	0.08		$	1.23		$	(0.12	)	$	0.18
Diluted	$	(0.41	)	$	0.41		$	0.08		$	1.22		$	(0.12	)	$	0.18

Weighted average common shares outstanding
Basic		5,816,058			6,003,036			5,867,400			6,167,539			5,850,131			5,919,649
Diluted		5,816,058			6,041,424			5,885,116			6,216,422			5,850,131			5,943,446

	Common Stock				Additional Paid-in			Retained			Treasury Stock					Accumulated Other Comprehensive																				*Accumulated*
	Shares		Amount		Capital			Earnings			Shares		Amount			Income (Loss)			Total							*Additional*										*Other*
Balance, December 31, 2022		9,191,406	$	89	$	30,890		$	80,527			3,177,160	$	(22,411	)	$	435		$	89,530
																						*Common Stock*				*Paid-in*		*Retained*			*Treasury Stock*					*Comprehensive*
																						*Shares*		*Amount*		*Capital*		*Earnings*			*Shares*		*Amount*			*Income (Loss)*			*Total*
Balance, June 30, 2023																							9,314,406	$	91	$	31,436	$	80,183			3,240,593	$	(22,855	)	$	(83	)	$	88,772
Compensation expense related to stock compensation plans		—		—		258			—			—		—			—			258			—		—		302		—			—		—			—			302
Issuance of common stock for restricted stock grants		118,000		2		(2	)		—			—		—			—			—			15,000		—		—		—			—		—			—			—
Change in minimum pension liability, net of tax																																					(5	)		(5	)
Unrealized gain resulting from change in fair value of derivative instruments, net of tax																							—		—		—		—			—		—			441			441
Net loss																							—		—		—		(695	)		—		—			—			(695	)
Balance, September 30, 2023																							9,329,406	$	91	$	31,738	$	79,488			3,240,593	$	(22,855	)	$	353		$	88,815

Balance, June 30, 2022																							9,191,406	$	89	$	30,423	$	77,661			3,061,795	$	(21,352	)	$	1,699		$	88,520
Compensation expense related to stock compensation plans																							—		—		235		—			—		—			—			235
Repurchase of common stock		—		—		—			—			49,034		(444	)		—			(444	)		—		—		—		—			46,795		(497	)		—			(497	)
Forfeiture of restricted stock		—		—		—			—			5,999		—			—			—
Unrealized loss resulting from change in fair value of derivative instruments, net of tax		—		—		—			—			—		—			(357	)		(357	)
Net loss		—		—		—			(2,381	)		—		—			—			(2,381	)
Balance, March 31, 2023		9,309,406	$	91	$	31,146		$	78,146			3,232,193	$	(22,855	)	$	78		$	86,606

Balance, December 31, 2021		9,004,365	$	88	$	29,923		$	72,052			2,776,623	$	(18,386	)	$	724		$	84,401
Compensation expense related to stock compensation plans		—		—		266			—			—		—			—			266
Issuance of common stock for restricted stock grants		126,850		1		(1	)		—			—		—			—			—
Repurchase of common stock		—		—		—			—			206,971		(2,568	)		—			(2,568	)
Forfeiture of restricted stock		—		—		—			—			1,400		—			—			—
Unrealized gain resulting from change in fair value of derivative instruments, net of tax		—		—		—			—			—		—			474			474			—		—		—		—			—		—			545			545
Net income		—		—		—			2,504			—		—			—			2,504			—		—		—		1,053			—		—			—			1,053
Balance, March 31, 2022		9,131,215	$	89	$	30,188		$	74,556			2,984,994	$	(20,954	)	$	1,198		$	85,077
Balance, September 30, 2022																							9,191,406	$	89	$	30,658	$	78,714			3,108,590	$	(21,849	)	$	2,244		$	89,856

Common Stock

Additional
Paid-in

Retained

Treasury Stock

Accumulated
Other
Comprehensive

Shares

Amount

Capital

Earnings

Shares

Amount

Income (Loss)

Total

Balance, June 30, 2022
9,191,406 $ 89 $ 30,423 $ 77,661 3,061,795 $ (21,352
)
$ 1,699 $ 88,520
Compensation expense related to stock compensation plans
— — 725 — — — — 725
Issuance of common stock for restricted stock grants
118,000 2 (2 ) — — — — —
Repurchase of common stock
— — — — 164,399 (1,503
)
— (1,503 )
Forfeiture of restricted stock
— — — — 5,999 — — —
Unrealized loss resulting from change in fair value of derivative instruments, net of tax
— — — — — — (1,621
)
(1,621 )
Net income
— — — 485 — — — 485
Balance, March 31, 2023
9,309,406 $ 91 $ 31,146 $ 78,146 3,232,193 $ (22,855
)
$ 78 $ 86,606

Balance, June 30, 2021
9,004,365 $ 88 $ 29,456 $ 66,949 2,567,797 $ (15,849
)
$ (561
)
$ 80,083
Compensation expense related to stock compensation plans
— — 733 — — — — 733
Issuance of common stock for restricted stock grants
126,850 1 (1 ) — — — — —
Repurchase of common stock
— — — — 397,365 (5,105
)
— (5,105 )
Forfeiture of restricted stock
— — — — 19,832 — — —
Unrealized gain resulting from change in fair value of derivative instruments, net of tax
— — — — — — 1,759 1,759
Net income
— — — 7,607 — — — 7,607
Balance, March 31, 2022
9,131,215 $ 89 $ 30,188 $ 74,556 2,984,994 $ (20,954
)
$ 1,198 $ 85,077

							*Three Months Ended*
	Nine Months Ended March 31,						*September 30,*
	2023			2022			*2023*			*2022*
Cash flows from operating activities
Net income	$	485		$	7,607
Adjustments to reconcile net income to net cash (used in) provided by operating activities:
Net (loss) income							$	(695	)	$	1,053
Adjustments to reconcile net (loss) income to net cash provided by (used in) operating activities:
Recovery of uncollectible accounts receivable		(18	)		(48	)		—			(24	)
Depreciation and amortization		3,050			3,318			1,148			956
Deferred income taxes								1			—
Non-cash compensation		725			733			302			235
Non-cash lease expenses		2,937			2,355
Pension expense, net of contributions		75			26
Gain on disposal of assets		(43	)		(9	)
Non-cash lease expense								1,081			454
Pension contributions, net of expense								(11	)		25
Changes in operating assets and liabilities:
Accounts receivable		9,829			1,257			(2,730	)		2,625
Inventories, net		(6,834	)		(9,794	)		6,390			(7,515	)
Prepaids and other assets		(868	)		(2,019	)		(1,072	)		(719	)
Accounts payable and accrued liabilities		(6,178	)		4,390			229			1,010
Forward contracts		517			(1,654	)		1,057			(33	)
Accrued compensation and employee benefits		(614	)		(1,474	)		121			(1,119	)
Operating lease liabilities		(2,455	)		(2,423	)		(867	)		(792	)
Income taxes		(1,078	)		857			(458	)		(716	)
Net cash (used in) provided by operating activities		(470	)		3,122
Net cash provided by (used in) operating activities								4,496			(4,560	)

Cash flows from investing activities
Proceeds from sale of property and equipment		48			30
Purchases of property and equipment		(13,239	)		(21,468	)		(1,278	)		(7,767	)
Net cash used in investing activities		(13,191	)		(21,438	)		(1,278	)		(7,767	)

Cash flows from financing activities
Borrowings on line of credit		9,100			—			—			3,400
Borrowings on long-term debt		—			10,000
Payments on long-term debt		(209	)		(137	)		(73	)		(68	)
Repurchase of common stock		(1,503	)		(5,105	)		—			(497	)
Net cash provided by financing activities		7,388			4,758
Net cash (used in) provided by financing activities								(73	)		2,835

Net decrease in cash and cash equivalents		(6,273	)		(13,558	)
Net increase (decrease) in cash and cash equivalents								3,145			(9,492	)
Cash and cash equivalents at beginning of period		21,833			32,133			13,604			21,833
Cash and cash equivalents at end of period	$	15,560		$	18,575		$	16,749		$	12,341

Supplemental disclosures of cash flow information
Cash paid during the period for:
Interest	$	507		$	173		$	50		$	75
Income taxes	$	1,321		$	2,169		$	251		$	827

The accompanying interim unaudited condensed consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q and with applicable rules and regulations. Pursuant to such rules and regulations, certain information and note disclosures normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles (U.S. GAAP) have been condensed or omitted. In management’s opinion, all adjustments necessary for a fair presentation of the financial position, results of operations, stockholders’ equity, and cash flows have been included and are of a normal, recurring nature. The results of operations for the three ~~and~~ ~~nine~~months ended ~~March 31,~~September 30, 2023are not necessarily indicative of the operating results for the full fiscal year or for any future periods.

You should read the financial statements and these notes, which notes are an integral part of the financial statements, together with our audited financial statements included in our Annual Report on Form 10-K for the fiscal year ended June 30, ~~2022~~2023 (“~~2022~~2023 Annual Report”). The accounting policies used to prepare the financial statements included in this Report are the same policies described in the notes to the consolidated financial statements in our ~~2022~~2023 Annual Report unless otherwise noted below.

In September 2016, the FASB issued ASU 2016-13, “Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments.” ASU 2016-13 introduced a novel approach to assessing impairments known as the "current expected credit loss model" or "CECL." Unlike the previous standard, which focused on incurred losses, CECL centers on anticipated losses. Under this framework, organizations are obligated to acknowledge an allowance corresponding to their estimate of expected credit losses. The CECL model is applicable to a wide range of financial instruments, including debt instruments, trade receivables, lease receivables, financial guarantee contracts, and other loan commitments. We adopted ASU 2016-13 effective July 1, 2023. The adoption of ASU 2016-13 did not ~~adopt any accounting pronouncements during the~~ ~~three~~ ~~and~~ ~~nine~~ ~~months ended~~ ~~March 31, 2023.~~materially impact our results of operations or our financial statement presentation or related disclosures.

Other recently issued accounting pronouncements are not discussed in this Report as such pronouncements did not have, and are not believed by management to have, a material impact on our present or future financial statements.

We compute net (loss) income per common share using the weighted average number of common shares outstanding during the period, and diluted net income per common share using the additional dilutive effect of all dilutive securities. The dilutive impact of unvested restricted shares account for the additional weighted average shares of common stock outstanding for our diluted net income per common share computation. We calculated basic and diluted net (loss) income per common share as follows (in thousands, except per share data):

We exclude the impact of restricted stock from the calculation of diluted net loss per common share in periods where we have a net loss or when their inclusion would be antidilutive. During the three months ended ~~March 31,~~September 30, 2023, we excluded ~~227,082~~233,628 shares of ~~restricted stock. During the~~ ~~nine~~ ~~months ended~~ ~~March 31, 2023,~~ ~~we excluded 151,585 shares of~~unvested restricted stock. During the three ~~and~~ ~~nine~~months ended ~~March 31,~~September 30, 2022, we excluded ~~126,850~~50,377 shares of unvested restricted stock.

We record revenue based on a five-step model which includes: (1) identifying a contract with a customer; (2) identifying the performance obligations in the contract; (3) determining the transaction price; (4) allocating the transaction price among the performance obligations; and (5) recognizing revenue as each of the various performance obligations are satisfied.

Revenue is measured as the net amount of consideration expected to be received in exchange for fulfilling one or more performance obligations. We identify purchase orders from customers as contracts. The amount of consideration expected to be received and revenue recognized includes estimates of variable consideration, including estimates for early payment discounts and volume rebates. Such estimates are calculated using historical averages adjusted for any expected changes due to current business conditions and experience. We review and update these estimates at the end of each reporting period and the impact of any adjustments is recognized in the period the adjustments are identified. In assessing whether collection of consideration from a customer is probable, we consider both the customer's ability and intent to pay that amount of consideration when it is due. Payment of invoices is due as specified in the underlying customer agreement, which is typically 30 days from the invoice date. Invoices are generally issued on the date of transfer of control of the products ordered to the customer.

Revenue is recognized at the point in time that each of our performance obligations is fulfilled, and control of the ordered products is transferred to the customer. This transfer occurs when the product is shipped, or in some cases, when the product is delivered to the customer.

We recognize revenue in certain circumstances before delivery to the customer has occurred (commonly referred to as bill-and-hold transactions). Products sold under bill-and-hold arrangements are recorded as revenue when risk of ownership has been transferred to the customer, but the product has not shipped due to a substantive reason, typically at the customer’s request. The product must be separately identified as belonging to the customer, ready for physical transfer to the customer, and we cannot have the ability to redirect the product to another customer.

We provide early payment discounts to certain customers. Based on historical payment trends, we expect that these customers will take advantage of these early payment discounts. The cost of these discounts is reported as a reduction to the transaction price. If the actual discounts differ from those estimated, the difference is also reported as a change in the transaction price. We require prepayment from certain customers. We record any payments received in advance of contract fulfillment as a contract liability and they are classified as customer deposits on the consolidated balance sheet.

Except for product defects, no right of return exists on the sale of our products. We estimate returns based on historical experience and recognize a returns liability for any estimated returns. As of ~~March 31,~~September 30, 2023, we have no estimated returns liability.

We currently own certain U.S. patents, and each patent’s corresponding foreign patent applications. All of these patents and patent rights relate to the ingredient known as beta-alanine marketed and sold under our CarnoSyn® and SR CarnoSyn® trade names. We recorded beta-alanine raw material sales and royalty and licensing income as a component of revenue in the amount of ~~$2.3~~$1.8 million during the three months ended ~~March 31,~~September 30, 2023~~and $5.2 million during the~~ ~~nine~~ ~~months ended~~ ~~March 31, 2023.~~ . We similarly recorded ~~$4.8~~$1.4 million during the three months ended ~~March 31,~~September 30, 2022~~and $13.5 million during the~~ ~~nine~~ ~~months ended~~ ~~March 31, 2022.~~ . These royalty income and raw material sale amounts resulted in royalty expense paid to the original patent holders from whom NAI acquired its patents and patent rights. We recognized royalty expense as a component of cost of goods sold in the amount of ~~$107,000~~approximately $89,000 during the three months ended ~~March 31,~~September 30, 2023~~and $213,000 during the~~ ~~nine~~ ~~months ended~~ ~~March 31, 2023.~~ . We recorded ~~$200,000~~approximately $27,000 of royalty expense during the three months ended ~~March 31,~~September 30, 2022~~and $600,000 during the~~ ~~nine~~ ~~months ended~~ ~~March 31, 2022.~~.

The Board of Directors approved our current omnibus equity incentive plan that became effective January 1, 2021 (the “2020 Plan”), which was approved by our stockholders at the Annual Meeting of Stockholders on December 4, 2020. Under the 2020 Plan, we may grant nonqualified and incentive stock options, restricted stock grants, restricted stock units, stock appreciation rights, and other stock-based awards to employees, non-employee directors and consultants.

We did not have any option activity or options outstanding during the three ~~and~~ ~~nine~~ ~~month periods~~months ended ~~March 31,~~September 30, 2023or ~~March 31, 2022.~~September 30, 2022.

During the three ~~and~~ ~~nine~~months ended ~~March 31,~~September 30, 2023, we granted a total of ~~118,000~~15,000 restricted stock shares to ~~members of our Board of Directors and~~ certain ~~key~~new members of our management team. We did not grant any restricted stock shares during the three months ended September 30, 2022. During the three months ended ~~March 31, 2022,~~ ~~we granted a total of 126,850 restricted stock shares to members of our Board of Directors and certain key members of our management team. During the~~ ~~three~~September 30, 2023 and ~~nine~~September 30, 2022 ~~months ended~~, ~~March 31, 2023,~~ no~~5,999 restricted stock shares were forfeited. During the~~ ~~three~~ ~~months ended~~ ~~March 31, 2022,~~ ~~1,400 restricted stock shares were forfeited. During the~~ ~~nine~~ ~~months ended~~ ~~March 31, 2022,~~ ~~19,832~~ restricted stock shares were forfeited. Our net ~~income~~loss included stock-based compensation expense with the vesting of prior restricted stock grants of approximately $0.3 million for the three months ended ~~March 31,~~September 30, 2023~~and $0.7 million for the~~ ~~nine~~ ~~month ended~~ ~~March 31, 2023.~~ . Our net income included stock based compensation expense in connection with the vesting of prior restricted stock grants of approximately ~~$0.3~~$0.2 million for the three months ended ~~March 31,~~September 30, 2022~~and $0.7 million for the~~ ~~nine~~ ~~months ended~~ ~~March 31, 2022.~~.

Effective July 16, 2020, the Board of Directors approved and adopted a Non-Qualified Incentive Plan (the “Incentive Plan”). Pursuant to the Incentive Plan, the Human Resources Committee and the Board of Directors may make deferred cash payments or other cash awards (“Awards”) to directors, officers, employees and eligible consultants of NAI (“Participants”). These Awards are made subject to conditions precedent that must be met before NAI is obligated to make the payment. The purpose of the Incentive Plan is to enhance the long-term stockholder value of NAI by providing the Human Resources Committee and the Board of Directors the ability to make deferred cash payments or other cash awards to encourage Participants to serve NAI or to remain in the service of NAI, or to assist NAI to achieve results determined by the Human Resources Committee or the Board of Directors to be in NAI's best interest.

The Incentive Plan authorizes the Human Resources Committee or the Board of Directors to grant to, and administer, unsecured and deferred cash Awards to Participants and to subject each Award to whatever conditions are determined appropriate by the Human Resources Committee or the Board of Directors. The terms of each Award, including the amount and any conditions that must be met to be entitled to payment of the Award are set forth in an Award Agreement between each Participant and NAI. The Incentive Plan provides the Board of Directors with the discretion to set aside assets to fund the Incentive Plan although that has not been done to date.

~~During the~~ ~~three~~No ~~and~~ ~~nine~~ ~~months ended~~ ~~March 31, 2023,~~ ~~we granted a total of $0.6 million in deferred cash awards to members of our Board of Directors and certain key members of our management team. During the~~ ~~three~~ ~~and~~ ~~nine~~ ~~months ended~~ ~~March 31, 2022,~~ ~~we granted a total of $0.3 million in deferred cash awards to members of our Board of Directors and certain key members of our management team. Each deferred cash award provides for~~ ~~three~~ ~~equal cash payments to the applicable Participant to be paid on the~~ ~~one~~ ~~year,~~ ~~two~~ ~~year, and~~ ~~three~~ year anniversaries of the date of the grant of such Awards, (the “Award Date”); provided on the date of each payment (the “Payment Date”), the Participant has been since Award Date, and continues to be through the Payment Date, a member of our Board of Directors or an employee of NAI. In the event a Participant ceases to be an employee of NAI or a member of our Board of Directors prior to any Payment Date, no ~~further payments are to be made in connection with the Award.~~

No deferred cash awards were ~~forfeited during the~~ ~~three~~ ~~and~~ ~~nine~~ ~~month periods ended~~ ~~March 31, 2023.~~ ~~No deferred cash awards were~~granted or forfeited during the three months ended ~~March 31, 2022.~~ ~~Awards totaling $191,000 were forfeited during the~~ ~~nine~~September 30, 2023 ~~months ended~~and ~~March 31, 2022.~~September 30, 2022.

Except for cash and cash equivalents, as of ~~March 31,~~September 30, 2023, and June 30, ~~2022,~~ 2023, we did not have any financial assets or liabilities classified as Level 1. We classify derivative forward exchange and interest rate swap contracts as Level 2 assets and liabilities. The fair values were determined by obtaining pricing from our bank and corroborating those values with a third party bank or pricing service.

Fair value of derivative instruments classified as Level 2 assets and liabilities consisted of the following (in thousands):

We also classify any outstanding line of credit and term loan balance as a Level 2 liability. As of ~~March 31,~~September 30, 2023, and June 30, ~~2022,~~ 2023, we did not have any financial assets or liabilities classified as Level 3. We did not transfer any assets or liabilities between these levels during fiscal ~~2022~~2023 or the three ~~and~~ ~~nine~~months ended ~~March 31, 2023.~~ September 30, 2023

Depreciation expense was approximately $1.1 million during the three months ended September 30, 2023. Depreciation expense was approximately $1.0 million during the three months ended ~~March 31, 2023~~ September 30, 2022~~and $3.1 million for the~~ ~~nine~~ ~~months ended~~ ~~March 31, 2023.~~ ~~Depreciation expense was approximately $1.2 million during the~~ ~~three~~ ~~months ended~~ ~~March 31, 2022~~ ~~and $3.3 million for the~~ ~~nine~~ ~~months ended~~ ~~March 31, 2022.~~ . Construction in progress is included in the building and building improvements line.

Other comprehensive (loss) income ( “OCL” and “OCI”) consisted of the following during the three ~~and~~ ~~nine~~months ended ~~March 31,~~September 30, 2023and ~~March 31,~~September 30, 2022 (in (in thousands):

We currently lease our Vista, CACalifornia and Lugano, Switzerland product manufacturing and support facilities.

~~Leases~~On July 18, 2023, we entered into a Fourth Amendment to our Vista, California manufacturing facilities lease. The Fourth Amendment extends the term of the lease by an additional ten years and five months commencing April 1, 2024. The amended lease covering two buildings and approximately 162,000 square feet will result in an increase in base rent to $1.50 per square foot, after five free months of base rent beginning at the commencement of the extended term. NAI intends to construct substantial improvements to the facilities including but not limited to installation of an approximately $2.3 million solar electrical generating system on both buildings, and other substantial improvements. Pursuant to the Fourth Amendment, the Landlord will reimburse NAI for up to $1.1 million of these tenant improvements to the buildings. Our lease liability and Right of Use asset were both increased by approximately $25.9 million as a result of this lease extension effective on the date that the lease was executed.

Our leases are classified as operating leases. Substantially all our operating leases are comprised of payments for the use of manufacturing and office space. We have no leases classified as finance leases. As of ~~March 31,~~September 30, 2023, the weighted average remaining lease term for our operating leases was ~~5.8~~10.1 years and the weighted average discount rate for our operating leases was ~~4.15%~~5.89%. As of June 30, ~~2022,~~ 2023, the weighted average remaining lease term for our operating leases was ~~6.3~~5.3 years and the weighted average discount rate was 4.12%.

Other information related to leases as of ~~March 31,~~September 30, 2023and ~~March 31,~~September 30, 2022was as follows (in thousands):

On May 24, 2021, we entered into a new credit facility with Wells Fargo Bank, N.A (“Wells Fargo”) to extend the maturity for our working line of credit from November 1, 2022 to May 24, 2024. This ~~new~~ credit facility provides total lending capacity of up to $20.0 million and allows us to use the credit facility for working capital as well as potential acquisitions. On August 18, 2021, we entered into an amendment of our credit facility with Wells Fargo. The amended credit facility added a $10.0 million term loan to the existing $20.0 million credit facility and permitted us to use the $10.0 million term loan as part of the $17.5 million purchase consideration for the acquisition of our ~~new~~ manufacturing and warehouse property in Carlsbad, California. The amended credit agreement also increased the allowed capital expenditures from $10.0 million to $15.0 million for fiscal 2022 (exclusive of the amount paid for the acquisition of the new Carlsbad property noted above). In addition, the new credit notes now reflect a change in the interest rate reference from LIBOR to Secured Overnight Financing Rate (SOFR). The Credit Agreement was amended and a new Revolving Line of Credit Note, and Security Agreement were entered into. A Term Note and real property security documents were added to secure the Term Note by the ~~new~~ Carlsbad property. Additionally, we entered into a second amendment to our credit facility with Wells Fargo on February 8, 2022 that was effective January 31, 2022 and modified the annual limit imposed upon our ability to repurchase stock and issue dividends. This amendment increased this limit from $5.0 million annually to $7.0 million annually. Effective September 19, 2022, we entered into a third amendment to our credit facility with Wells Fargo. The third amendment ~~extends~~extended the maturity date from May 24, 2024 to May 23, 2025 and also increased the allowed capital expenditures from $7.5 million to $25.0 million for the fiscal year ending June 30, 2023.

Under the terms of the Credit Agreement, borrowings are subject to eligibility requirements including maintaining (i) a ratio of total liabilities to tangible net worth of not greater than 1.50 to 1.0 at any time; (ii) a ratio of total current assets to total current liabilities of not less than 1.75 to 1.0 at each fiscal quarter end (iii) net income after taxes not less than $1.00, determined on a trailing four quarter basis with no two consecutive quarterly losses, determined as of each quarter end and (iv) a rolling 4-quarter fixed charge coverage ratio not less than 1.25 to 1.0 as of each fiscal quarter end. The credit agreement also includes a limitation on the amount of capital expenditures that can be made in a given fiscal year, with such limitation set at $25.0 million for our fiscal year ending June 30, 2023 and $7.5 million for all fiscal years thereafter. Any amounts outstanding under the line of credit will bear interest at a fixed or fluctuating interest rate as elected by us from time to time; provided, however, that if the outstanding principal amount is less than $100,000 such amount shall bear interest at the then applicable fluctuating rate of interest. If elected, the fluctuating rate per annum would be equal to 1.29% above the daily simple SOFR rate as in effect from time to time. If a fixed rate is elected, it would equal a per annum rate of 1.29% above the SOFR rolling 30-day average rate in effect on the first day of the applicable fixed rate term. Any amounts outstanding under the line of credit must be paid in full on or before the maturity date. Amounts outstanding that are subject to a fluctuating interest rate may be prepaid at any time without penalty. Amounts outstanding that are subject to a fixed interest rate may be prepaid at any time in minimum amounts of $100,000, subject to a prepayment fee equal to the sum of the discounted monthly differences between payment under a fixed rate versus payment under the variable rate for each month from the month of prepayment through the month in which the then applicable fixed rate term matures. There is an unused commitment fee of 0.125% required as part of the line of credit.

The Term Note used as part of the purchase consideration of our ~~new~~ manufacturing and warehouse property in Carlsbad, California referenced above, is for the original principal amount of $10.0 million, and is a seven year term note with payments fully amortized based on a twenty five year assumed term. Installment payments under this loan commenced October 1, 2021 and continue through August 1, 2028 with a final installment consisting of all remaining amounts due to be paid in full on September 1, 2028. Amounts outstanding on this note during the term of the agreement will bear interest equal to 1.8% above the SOFR rolling 30-day average. In connection with our term loan, we entered into an interest rate swap with Wells Fargo that effectively fixes our interest rate on our term loan at 2.4% for the first three years of the term of the note.

Our obligations under the Credit Agreement are secured by our accounts receivable and other rights to payment, general intangibles, inventory, equipment and fixtures. We also have credit approval with Wells Fargo Bank, which allows us to hedge foreign currency exposures up to 30 months in the future. We also have credit approval with Bank of America which allows us to hedge foreign currency exposures up to 24 months in the future.

As of September 30, 2023, we had $9.4 million outstanding under the Term Note used in August 2021 for the purchase of our Carlsbad, California powder processing and warehouse property.

On ~~March 31,~~September 30, 2023, we were in compliance with all of the financial and other covenants required under the Amended Credit Agreement. As a result of reduced sales overall, and the impact of temporary closure of our Carlsbad, California high-speed powder processing facility, we anticipate we will not comply with all of the covenants required under the Credit Agreement in the second quarter of fiscal 2024. We have advised the lender and are currently negotiating a potential revised credit facility. There can be no assurance we will be able to successfully complete the negotiation of a revised credit facility, or what the impact of differences in amount, cost and other factors may be.

As of ~~March 31,~~September 30, 2023, we had ~~$10.9~~the full $20.0 million available for borrowing under our credit facility with Wells Fargo Bank.

~~As of~~ ~~March 31, 2023,~~ ~~we had $9.6 million outstanding under the Term Note used in the purchase of the Carlsbad, California warehouse in~~ ~~August 2021.~~

We had substantial net sales to certain customers during the periods shown in the following table. The loss of any of these customers, or a significant decline in (i) sales to these customers, (ii) the growth rate of sales to these customers, or (iii) these customers’ ability to make payments when due, each individually could have a material adverse impact on our net sales and net income. Net sales to any one customer representing 10% or more of the respective period's consolidated net sales were as follows (in thousands):

Accounts receivable from these customers totaled ~~$5.2~~$6.1 million at ~~March 31,~~September 30, 2023and ~~$10.7~~$3.3 million at June 30, 2023~~30,~~~~2022.~~.

We buy certain products, including beta-alanine, from a limited number of raw material suppliers who meet our quality standards. The loss of any of these suppliers could have a material adverse impact on our net sales and net income. Raw material purchases from any one supplier representing 10% or more of the respective period’s total raw material purchases were as follows (dollars in thousands):

Our business consists of two segments for financial reporting purposes. The two segments are identified as (i) private-label contract manufacturing, which primarily relates to the provision of private-label contract manufacturing services to companies that market and distribute nutritional supplements and other health care products, and (ii) patent and trademark licensing, which primarily includes direct raw material sales and royalty income from our license and supply agreements associated with the sale and use of beta-alanine under our CarnoSyn® and SR CarnoSyn® trade names.

We evaluate performance of these segments based on a number of factors. The primary performance measures for each segment are net sales and income or loss from operations before the allocation of certain corporate level expenses. Operating income or loss for each segment does not include corporate general and administrative expenses, interest expense and other miscellaneous income and expense items. Corporate general and administrative expenses include, but are not limited to human resources, corporate legal, finance, information technology, and other corporate level related expenses, which are not allocated to any segment. Transfers of raw materials between segments are recorded at cost. The accounting policies of our segments are the same as those described in the summary of significant accounting policies in Note A above and in the consolidated financial statements included in our ~~2022~~2023 Annual Report.

Our private-label contract manufacturing products are sold both in the U.S. and in markets outside the U.S., including Europe, Canada, Australia, New Zealand, Mexico, and Asia. Our primary markets outside the U.S. are Europe and Asia. Our patent and trademark licensing activities are primarily based in the U.S.

Net sales by geographic region, based on the customers’ location, were as follows (in thousands):

Products manufactured by our Swiss subsidiary ("NAIE") accounted for ~~81%~~89% of net sales in markets outside the U.S. for the three months ended ~~March 31,~~September 30, 2023~~and 76% for the~~ ~~nine~~ ~~months ended~~ ~~March 31, 2023.~~ . Products manufactured by our Swiss subsidiary ("NAIE") accounted for ~~85%~~77% of net sales in markets outside the U.S. for the three months ended ~~March 31,~~September 30, 2022~~and 84% for the~~ ~~nine~~ ~~months ended~~ ~~March 31, 2022.~~.

Long-lived assets by geographic region, based on the location of the company or subsidiary at which they were located or made, were as follows (in thousands):

Total assets by geographic region, based on the location of the company or subsidiary at which they were located or made, were as follows (in thousands):

Capital expenditures by geographic region, based on the location of the company or subsidiary at which they were located or made, were as follows (in thousands):

Capital expenditures for Europe were negative during the three months ended September 30, 2023 due to a vendor credit received related to a capital expenditure that was accrued in a prior period.

To determine our quarterly provision for income taxes, we use an estimated annual effective tax rate, which is based on expected annual income, statutory tax rates and tax planning opportunities available in the various jurisdictions to which we are subject. Certain significant or unusual items are separately recognized in the quarter in which they occur and can be a source of variability in the effective tax rate from quarter to quarter. We recognize interest and penalties related to uncertain tax positions, if any, as an income tax expense.

Our effective tax rate for the three months ended ~~March 31,~~September 30, 2023was ~~14.6%~~21.4% and our effective tax rate for the three months ended ~~March 31,~~September 30, 2022was ~~21.4%~~20.1%. Our effective tax rate for the ~~nine~~three months ended ~~March 31,~~September 30, 2023~~was 40.6% and our effective tax rate for the~~ ~~nine~~ ~~months ended~~ ~~March 31, 2022~~ ~~was 22.2%. Our effective tax rates for the~~ ~~three~~ ~~and~~ ~~nine~~ ~~months ended~~ ~~March 31, 2023~~ differ from the fiscal 2023 U.S. federal statutory rate of 21% primarily due to due to ~~foreign income tax rate differential, the recognition of a prior year bad debt reserve as a tax loss in the current year, the timing of other~~ forecasted ~~permanent tax items,~~research and ~~discrete tax items related to employee stock vesting and return-to-provision adjustments. Our effective tax rates for the~~ ~~three~~ ~~and~~ ~~nine~~ ~~months ended~~ ~~March 31, 2022~~ ~~differ from the fiscal~~ ~~2022~~ ~~U.S. federal statutory rate of 21% primarily due to foreign income tax rate differential and other~~development tax credits.

We record valuation allowances to reduce our deferred tax assets to an amount we believe is more likely than not to be realized. In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. During the three ~~and~~ ~~nine~~months ended ~~March 31,~~September 30, 2023, there was no change to our valuation allowance for our deferred tax assets.

We purchase shares under a stock repurchase plan (“Repurchase Plan”) authorized by the Board of Directors. On ~~December 2, 2022,~~ ~~the Board of Directors authorized a $1.0 million increase to the Repurchase Plan, thus bringing the~~The total authorized repurchase ~~to $19.0 million.~~amount is $18.0 million and as of September 30, 2023, we had approximately $716,000 remaining available under the Repurchase Plan. Under the Repurchase Plan, we may, from time to time, purchase shares of our common stock, depending upon market conditions, in open market or privately negotiated transactions.

~~Stock~~There were no stock repurchases for the three months ended ~~March 31,~~September 30, 2023~~were as follows:~~

~~Stock repurchases for the~~ ~~nine~~ ~~months ended~~ ~~March 31, 2023~~ ~~were as follows:~~

Stock repurchases for the three months ended ~~March 31,~~September 30, 2022, were as follows:

~~Stock repurchases for the~~ ~~nine~~ ~~months ended~~ ~~March 31, 2022~~ ~~were as follows:~~

Shares acquired from employees for restricted stock vesting ~~were~~are returned to us by the related employees and in return we ~~paid~~pay each employee’s required tax withholding resulting from the vesting of restricted shares. The valuation of the shares acquired and thereby the number of shares returned to us ~~was~~is calculated based on the closing share price on the date the shares vested.

We did not receive any shares associated with the vesting of employee restricted stock during either of the three month periods ending September 30, 2023, or 2022.

We are exposed to gains and losses resulting from fluctuations in foreign currency exchange rates relating to forecasted product sales denominated in foreign currencies and to other transactions of NAIE, our foreign subsidiary. As part of our overall strategy to manage the level of exposure to the risk of fluctuations in foreign currency exchange rates, we may use foreign exchange contracts in the form of forward contracts. To the extent we enter into such contracts, there can be no guarantee any such contracts will be effective hedges against our foreign currency exchange risk.

As of ~~March 31,~~September 30, 2023, we had forward contracts designated as cash flow hedges primarily to protect against the foreign exchange risks inherent in our forecasted sales of products at prices denominated in currencies other than the U.S. Dollar. These contracts are expected to be settled through September 2024. For derivative instruments that are designated and qualify as cash flow hedges, we record the effective portion of the gain or loss on the derivative in accumulated other comprehensive income (“OCI”) as a separate component of stockholders’ equity and subsequently reclassify these amounts into earnings in the period during which the hedged transaction is recognized in earnings.

For foreign currency contracts designated as cash flow hedges, hedge effectiveness is measured using the spot rate. Changes in the spot-forward differential are excluded from the test of hedge effectiveness and are recorded currently in earnings as revenue. We measure effectiveness by comparing the cumulative change in the hedge contract with the cumulative change in the hedged item. No hedging relationships were terminated as a result of ineffective hedging for the three ~~and~~ ~~nine~~months ended ~~March 31,~~September 30, 2023, and ~~March 31, 2022.~~September 30, 2022.

We monitor the probability of forecasted transactions as part of the hedge effectiveness testing on a quarterly basis. During the three ~~and~~ ~~nine~~months ended ~~March 31,~~September 30, 2023, and ~~March 31,~~September 30, 2022, we did not have any losses or gains related to the ineffective portion of our hedging instruments.

As of ~~March 31,~~September 30, 2023, the notional amounts of our foreign exchange contracts designated as cash flow hedges were approximately ~~$24.0~~$23.0 million (EUR ~~21.4~~20.8 million). As of ~~March 31,~~September 30, 2023, a net gain of approximately ~~$50,000,~~$0.5 million, offset by ~~$6,000~~$0.1 million of deferred taxes, related to derivative instruments designated as cash flow hedges was recorded in OCI. It is expected that ~~$50,000~~the entire amount will be reclassified into earnings in the next 12 months along with the earnings effects of the related forecasted transactions.

For foreign currency contracts not designated as cash flow hedges, changes in the fair value of the hedge are recorded directly to foreign exchange gain or loss in other income in an effort to offset the change in valuation of the underlying hedged item. During the three ~~and~~ ~~nine~~months ended ~~March 31,~~September 30, 2023, we entered into forward contracts in order to hedge foreign exchange risk associated with our lease liability at NAIE, which is denominated in Swiss Francs (CHF). As of ~~March 31,~~September 30, 2023, the notional amounts of our foreign exchange contracts not designated as cash flow hedges were approximately ~~$12.2~~$14.6 million (CHF ~~11.4~~12.6 million).

We are exposed to interest rate fluctuations related to our $10.0 million Term Note with Wells Fargo, which carries a variable interest rate of 1.80% above the SOFR rolling 30-day average. To manage our exposure to this variable rate, on August 23, 2021, we entered into a floored interest rate swap that fixes our all-in rate on this loan to 2.4% for the first three years of the term loan. Fluctuations in the relation of our contractual swap rate to current market rates are recorded as an asset or liability with an offset to OCI at the end of each reporting period. Interest expense is adjusted for the difference between the actual SOFR spread and the swap contractual rate such that our effective interest expense for each period is equal to our hedged rate of 2.4%.

From time to time, we become involved in various investigations, claims and legal proceedings that arise in the ordinary course of our business. These matters may relate to product liability, employment, intellectual property, regulatory, contract or other matters. The resolution of these matters as they arise may be subject to various uncertainties and, even if such claims are without merit, could result in the expenditure of significant financial and managerial resources. While unfavorable outcomes are possible, based on available information, we currently do not believe the resolution of these matters will result in a material adverse effect on our business, consolidated financial condition, or results of operations. However, a settlement payment or unfavorable outcome could be greater than we currently anticipate and if so, could adversely impact our results of operations. Our evaluation of the likely impact of these actions could change in the future and we could have unfavorable outcomes we do not expect.

~~We continue to monitor~~In October 2023, armed conflict escalated between Israel and ~~evaluate~~Hamas. Management is monitoring the ~~risks to public health~~conflict in Israel and Gaza and any broader economic effects from the ~~impact on overall~~crisis. Israel accounts for a small portion of our global ~~business activity related to the COVID-~~net sales, but we also source multiple raw materials that come from Israel. While we do 19not pandemic, including its potential impacts on our employees, customers, suppliers and financial results. As the situation remains fluid, it is difficult to predict the duration and scope of the pandemic and itsanticipate this conflict will have a significant impact on our ~~business. However, it~~net sales, we are currently communicating with the customers and suppliers that may ~~result~~be impacted by this conflict and we are evaluating options for alternative ingredient sources or holding safety stock of impacted materials to limit the affect that this conflict may have on our ability to obtain the ingredients sourced from this region. There are further concerns regarding consumer purchasing and consumption behavior, increases in ~~a material adverse impact~~global shipping expenses, greater volatility in foreign exchange and interest rates, and other unforeseen business disruptions due to the current global geopolitical tensions, including relating to this new conflict between Israel and Hamas and the continued conflict in Ukraine. We will continue to evaluate impacts of the conflict on our ~~financial position, operations~~customers, suppliers, employees, and ~~cash flows if conditions persist or worsen.~~operations.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis is intended to help you understand our financial condition and results of operations for the three ~~and nine~~ months ended ~~March 31,~~September 30, 2023. You should read the following discussion and analysis together with our unaudited condensed consolidated financial statements and the notes to the condensed consolidated financial statements included under Item 1 in this Report, as well as the risk factors and other information included in our ~~2022~~2023 Annual Report and other reports and documents we file with the SEC. Our future financial condition and results of operations will vary from our historical financial condition and results of operations described below based on a variety of factors.

The following overview does not address all of the matters covered in the other sections of this Item 2 or other items in this Report nor does it contain all of the information that may be important to our stockholders or the investing public. You should read this overview in conjunction with the other sections of this Item 2 and this Report.

Our primary business activity is providing private-label contract manufacturing services to companies that market and distribute vitamins, minerals, herbal and other nutritional supplements, as well as other health care products, to consumers both within and outside the U.S. Historically, our revenue has been largely dependent on sales to two or three private-label contract manufacturing customers and subject to variations in the timing of such customers’ orders, which in turn is impacted by such customers’ internal marketing programs, supply chain management, entry into new markets, new product introductions, the demand for such customers’ products, and general industry and economic conditions. Our revenue also includes raw material sales and royalty and licensing revenue generated from license and supply agreements with third parties, granting them the right to use our patents, trademarks and other intellectual property in connection with the distribution and use of the ingredient known as beta-alanine sold under our CarnoSyn® and SR CarnoSyn® trademarks.

A cornerstone of our business strategy is to achieve long-term growth and profitability and to diversify our sales base. We have sought and expect to continue to seek to diversify our sales by developing relationships with additional, quality-oriented, private-label contract manufacturing customers, and commercializing our patent estate through sales of beta-alanine under our CarnoSyn® and SR CarnoSyn® trade names, royalties from license agreements, and potentially additional contract manufacturing opportunities with licensees.

During the ~~nine~~three months ended ~~March 31,~~September 30, 2023, our net sales were ~~0.3%~~21% lower than in the ~~nine~~three months ended ~~March 31,~~September 30, 2022. Private-label contract manufacturing sales ~~increased 7.7%~~decreased 23% primarily due to ~~higher sales~~reduced orders from several of our larger customers associated with their efforts to our largest customer, partially offset by decreased sales to other customers and lower average exchange rates applied to sales denominated in Euro as compared to the prior year period. Our foreign exchange rates as applied to sales denominated in Euro decreased to a weighted average of 1.13 EUR/USD in the nine months ended March 31, 2023 compared to a weighted average of 1.18 EUR/USD during the nine months ended March 31, 2022.reduce excess on-hand inventories. Revenue concentration for our largest private-label contract manufacturing customer as a percentage of total net sales for the ~~nine~~three months ended ~~March 31,~~September 30, 2023 was ~~40%~~36%, and revenue concentration for our largest private-label contract manufacturing customer as a percentage of total net sales for the ~~nine~~three months ended ~~March 31,~~September 30, 2022 was ~~34%~~35%. We expect our annualized fiscal ~~2023~~2024 revenue concentration for our largest customer to ~~increase~~be flat to slightly lower as compared to our revenue concentration for our largest customer in fiscal ~~2022.~~2023.

During the ~~nine~~three months ended ~~March 31,~~September 30, 2023, patent and trademark licensing revenue ~~decreased 62.0%~~increased 32% to ~~$5.2~~$1.8 million, compared to revenue of ~~$13.5~~$1.4 million for the ~~nine~~three months ended ~~March 31,~~September 30, 2022. The ~~decrease~~increase in patent and trademark licensing revenue during the ~~nine~~three months ended ~~March 31,~~September 30, 2023, was primarily due to ~~a decrease~~an increase in orders from existing customers ~~as a result of market~~ and inflationary factors along with a general slowdown in the Sports Nutrition sales channel. Included in the market factors is the fact that the nine months ended March 31, 2022 benefited from a ramp up of Sports Nutrition sales activity due to easing COVID restrictions on athletic activities with no corresponding activity in the nine months ended March 31, 2023.increased royalty income, partially offset by increased volume rebates.

We continue to invest in research and development for our SR CarnoSyn® sustained release delivery system. We believe SR CarnoSyn® may provide a unique opportunity within the growing Wellness and Healthy Aging markets. We believe our recent efforts to refine our formulations and product offerings will be positively received and result in significant opportunity for increased SR CarnoSyn® sales.

To protect our CarnoSyn® business and our patents, trademarks and other intellectual property, we incurred legal expenses of approximately ~~$0.1 million~~$71,000 during the first ~~nine~~three months of fiscal ~~2023~~2024 as compared to ~~$0.3 million~~approximately $30,000 during the comparable period in fiscal ~~2022.~~2023. Our legal expense associated with our CarnoSyn® business has remained relatively low as we have nonot had any active litigation in recent periods, and ~~the~~our current run-rate of expenses is primarily related to maintenance of our patent and trademark estate. Our ability to maintain or further increase our beta-alanine royalty and licensing revenue will depend in large part on our ability to develop a market for our sustained release form of beta-alanine marketed under our SR CarnoSyn® trademark, maintain our patent rights, obtain the raw material beta-alanine when and in the amounts needed, expand distribution of beta-alanine to new and existing customers, and continued compliance by third parties with our license agreements and our patent, trademark and other intellectual property rights. During the remainder of fiscal ~~2023,~~2024, we will continue our sales and marketing activities to consumers, customers, potential customers, and brand owners on multiple platforms to promote and reinforce the features and benefits of utilizing CarnoSyn® and SR CarnoSyn® beta-alanine.

We experienced a loss from operations during the three months ended ~~March 31,~~September 30, 2023. This was primarily due to a slowdown in sales across ~~both~~our private label contract manufacturing segment. On August 16, 2023, we announced the temporary closure of our ~~operating segments. While we previously anticipated a slight decrease~~high-speed powder processing facility in ~~fiscal 2023 consolidated net sales compared~~Carlsbad, California due to excess inventory on hand at one of our largest customers and their efforts to rebalance supply and demand. We now expect this facility will re-open and our prior level of operations will resume in our fourth fiscal ~~2022, sales decreased further than expected during the third~~ quarter of fiscal 2023 as compared to the same quarter in the prior year. We expect our sales during the fourth quarter of fiscal 2023 will increase as compared to the third quarter of fiscal 2023. The primary driver for our sales decline relates to excess on-hand inventory levels for several of our key customers associated with softening consumer demand. In addition, the majority of our customers maintained larger inventory balances during the previous twelve months related to supply constraints and have now begun to release these excess inventory positions associated with improving supply chain conditions. We believe this decline in near term demand from our customer base is consistent with the overall economic trends in our industry.

Based on our current sales order volumes and forecasts we have received from our customers, we now anticipate our fiscal 2023 consolidated net sales will decrease between 10% to 12% compared to fiscal 2022. We also anticipate we will generate net operating income for our fourth quarter of fiscal 2023 and for the fiscal year ended June 30, 2023. Changes in sales mix, unfavorable foreign exchange rates, and inflationary factors including increased operational costs, increased labor rates, raw material, freight and supply chain costs are anticipated to negatively impact our near-term financial results.

In March 2023, due to reduced orders and forecasts from our customers, we implemented a workforce restructuring plan by eliminating 32 employee positions, representing approximately 9% of our global workforce. The reduction in workforce impacted all of our global locations and is expected to result in reduced operating expenses of approximately $1.8 million on an annualized basis. During the quarter ended March 31, 2023, we recognized restructuring charges of $449,000, primarily related to severance payments associated with this workforce restructuring plan.

We continue to evaluate further cost reduction opportunities, including working with both suppliers and customers, to mitigate the impact of these order reductions and higher operational costs on our financial results. There2024, but there can be no assurance ~~our expectations~~this customer will ~~result~~resolve its supply and demand issues in the timeframe expected, what their future purchases may be, or what level of other business we may acquire that will utilize this facility. If this customer is unable to resolve its inventory issues in this timeframe, or our sales forecast is not realized, we will likely experience a continuing material decrease in revenues and profit during fiscal year 2024.

Subject to this uncertainty, and our overall sales forecast, we currently ~~anticipated~~anticipate we will experience a net ~~sales or financial results.~~loss in the first half of fiscal 2024, net income in the second half and an overall net loss in fiscal 2024.

During ~~the remainder of~~ fiscal ~~year 2023,~~2024, we ~~also~~ plan to continue our focus on:

The COVID-19 pandemic ~~has~~ resulted ~~and may continue to result,~~ in significant economic disruption and ~~has and~~ may ~~continue to~~ have some effect on our ~~business.~~business in the future. Our facilities, located both in the United States and Europe, maintained operations throughout the duration of the COVID-19 pandemic, however, there can be no assurance our facilities will continue to operate without interruption.

We will continue to monitor the situation and may take further actions to alter our business operations as may be required by federal, state or local authorities or that we determine are in the best interests of our employees, customers, suppliers and shareholders.

We have identified the following as our most critical accounting estimates, which are those that are most important to the portrayal of the Company’s financial condition and results, and that require management’s most subjective and complex judgments. Information regarding our other significant accounting estimates and policies is disclosed in Note 1 of Item 1 of this report and as disclosed in the ~~2022~~2023 Annual Report.

Revenue Recognition — Revenue is measured as the net amount of consideration expected to be received in exchange for fulfilling one or more performance obligations. For certain contracts with volume rebates and discounts, our estimates of future sales used to assess the volume rebate and discount estimates are subject to a high degree of judgement and may differ from actual sales due to, among other things, changes in customer orders and raw material availability.

The results of our operations for the three ~~and nine~~ months ended ~~March 31~~September 30 were as follows (dollars in thousands):

	Three Months Ended									Nine Months Ended									Three Months Ended
	March 31,									March 31,									September 30,
	2023			2022			% Change			2023			2022			% Change			2023			2022			% Change
Private label contract manufacturing	$	30,354		$	37,623			(19	)%	$	112,969		$	104,894			8	%	$	32,189		$	41,776			(23	)%
Patent and trademark licensing		2,345			4,750			(51	)%		5,152			13,546			(62	)%		1,780			1,351			32	%
Total net sales		32,699			42,373			(23	)%		118,121			118,440			0	%		33,969			43,127			(21	)%
Cost of goods sold		31,323			34,980			(10	)%		105,160			96,220			9	%		30,832			37,756			(18	)%
Gross profit		1,376			7,393			(81	)%		12,961			22,220			(42	)%		3,137			5,371			(42	)%
Gross profit %		4.2	%		17.4	%					11.0	%		18.8	%					9.2	%		12.5	%

Selling, general and administrative expenses		3,864			4,119			(6	)%		11,422			12,317			(7	)%		3,681			3,829			(4	)%
% of net sales		11.8	%		9.7	%					9.7	%		10.4	%					10.8	%		8.9	%

(Loss) income from operations		(2,488	)		3,274			(176	)%		1,539			9,903			(85	)%		(544	)		1,542			(135	)%
% of net sales		(7.6	)%		7.7	%					1.3	%		8.4	%					(1.6	)%		3.6	%

Other expense		(300	)		(88	)		241	%		(723	)		(123	)		488	%		(340	)		(224	)		52	%
(Loss) income before income taxes		(2,788	)		3,186			(188	)%		816			9,780			(92	)%		(884	)		1,318			(167	)%
% of net sales		(8.5	)%		7.5	%					0.7	%		8.3	%					(2.6	)%		3.1	%

(Benefit) provision for income taxes		(407	)		682			(160	)%		331			2,173			(85	)%		(189	)		265			(171	)%
Net (loss) income	$	(2,381	)	$	2,504			(195	)%	$	485		$	7,607			(94	)%	$	(695	)	$	1,053			(166	)%
% of net sales		(7.3	)%		5.9	%					0.4	%		6.4	%					(2.0	)%		2.4	%

Private-label contract manufacturing net sales decreased ~~19%~~23% during the three months ended ~~March 31, 2023, and increased 8% for the nine months ended March 31,~~September 30, 2023, when compared to the same ~~periods~~period in the prior year. The decrease in sales during the three months ended ~~March 31,~~September 30, 2023 was primarily due to ~~decreased sales to two~~reduced orders from several of our ~~three largest~~larger customers ~~partially offset by increased sales to our largest customer. The decline in sales to two of our largest customers is due to reduced orders due to~~associated with their efforts to reduce excess on-hand inventory. Sales were also negatively impacted by Euro to USD foreign exchange rates. Our foreign exchange rates as applied to sales denominated in Euro decreased to a weighted average of 1.14 EUR/USD in the three months ended March 31, 2023 compared to a weighted average of 1.17 EUR/USD during the three months ended March 31, 2022.

The increase in sales during the nine months ended March 31, 2023 was primarily due to increased sales to our largest customer, partially offset by decreased sales to other customers and unfavorable Euro to USD foreign exchange rates. Our foreign exchange rates as applied to sales denominated in Euro decreased to a weighted average of 1.13 EUR/USD in the nine months ended March 31, 2023 compared to a weighted average of 1.18 EUR/USD during the nine months ended March 31, 2022.inventories.

Net sales from our patent and trademark licensing segment ~~decreased 51%~~increased 32% during the three months ended ~~March 31, 2023, and 62% for the nine months ended March 31,~~September 30, 2023, when compared to the same ~~periods~~period in the prior year. The ~~decrease~~increase in patent and trademark licensing revenue during the three ~~and nine~~ months ended ~~March 31,~~September 30, 2023 was primarily due to ~~a decrease~~an increase in orders from existing customers ~~as a result of market~~ and inflationary factors along with a general slowdown in the Sports Nutrition sales channel. Included in the market factors is the fact that the three and nine months ended March 31, 2022 benefited from a ramp up of Sports Nutrition sales activity due to easing COVID restrictions on athletic activities with no corresponding activity in the three and nine months ended March 31, 2023.increased royalty income, partially offset by increased volume rebates.

The change in gross profit margin for the three ~~and nine~~ months ended ~~March 31,~~September 30, 2023, was as follows:

	Three Months Ended

Contract manufacturing⁽¹⁾		(4.0	)%
Patent and trademark licensing⁽²⁾		0.7	%
Total change in gross profit margin		(3.3	)%

Selling, general and administrative expenses decreased ~~$0.3~~approximately $0.1 million, or 6%4%, during the three months ended ~~March 31, 2023 and $0.9 million, or 7%, as compared to the comparable prior year periods.~~September 30, 2023. The decrease during the three months ended ~~March 31,~~September 30, 2023 as compared to the same period in the prior fiscal year is primarily related to ~~a partial recovery of accounts receivable that had been reserved as uncollectible in a prior fiscal year~~reduced salary and lower legal expenses. The decrease during the nine months ended March 31, 2023 as compared to the same period in the prior fiscal year is primarily related to a partial recovery of accounts receivable that had been reserved for in a prior fiscal yearwage expenses, and ~~lower legal expenses.~~reduced advertising and marketing costs associated with our patent and trademark licensing segment.

Other expense increased ~~$0.2~~$0.1 million during the three months ended ~~March 31, 2023 and $0.6 million during the nine months ended March 31,~~September 30, 2023, when compared to the comparable ~~periods~~period during the prior year. The increase in ~~both~~ the three ~~and nine~~ month ~~periods~~period is primarily associated with increased expenses related to our CHF balance sheet hedge, currency revaluations and interest expense related to usage of our line of credit.

Our income tax (benefit) expense ~~decreased $1.1 million~~changed to reflect a benefit of ~~$0.4~~$0.2 million for the three months ended ~~March 31,~~September 30, 2023, when compared to an expense of $0.3 million in the same period in fiscal ~~2022.~~2023. The change in tax ~~rate~~amount is primarily due to recognition of a ~~pre-tax~~pretax loss in the ~~third~~first quarter of fiscal ~~2023~~2024 as compared to ~~pre-tax~~pretax income in ~~the third quarter of~~ fiscal 2022. There was also a difference in the effective tax rate recorded in the third quarter of fiscal 2023 as compared to the same period in fiscal 2022 due to foreign income tax rate differential, the recognition of a prior year bad debt reserve as a tax loss in the current year, the timing of other forecasted permanent tax items, and discrete tax items related to employee stock vesting and return-to-provision adjustments.

Our income tax expense decreased $1.8 million for the nine months ended March 31, 2023 when compared to the same period in 2022. The decrease in income tax expense for the nine months was primarily related to lower pre-tax income partially offset by an unfavorable effective tax rate due primarily to foreign income tax rate differential, the recognition of a prior year bad debt reserve as a tax loss in the current year, the timing of other forecasted permanent tax items, and discrete tax items related to employee stock vesting and return-to-provision adjustments.2023.

Our primary sources of liquidity and capital resources are cash flows provided by operating activities and the availability of borrowings under our credit facilities. Net cash ~~used~~provided by operating activities was ~~$0.5~~$4.5 million for the ~~nine~~three months ended ~~March 31,~~September 30, 2023, compared to net cash ~~provided by~~used in operating activities of ~~$3.1~~$4.6 million in the comparable period during the prior fiscal year.

At ~~March 31,~~September 30, 2023, changes in accounts receivable, consisting of amounts due from our private-label contract manufacturing customers and our patent and trademark licensing activities, ~~provided $9.8~~used $2.7 million in cash compared to providing ~~$1.2~~$2.6 million of cash during the comparable ~~nine~~three month period in the prior year. The increase in cash ~~provided by~~used in accounts receivable during the ~~nine~~three months ended ~~March 31,~~September 30, 2023, primarily resulted from the timing of sales and related ~~collections and a partial recovery of one account receivable that had been reserved as uncollectible in a prior fiscal year.~~collections. Days sales outstanding was 2923 days during the ~~nine~~three months ended ~~March 31,~~September 30, 2023, as compared to 4034 days for the prior year period.

Changes in inventory ~~used $6.8~~provided $6.4 million in cash during the ~~nine~~three months ended ~~March 31,~~September 30, 2023, compared to using ~~$9.8~~$7.5 million in the comparable prior year period. The change in cash related to inventory during the ~~nine~~three months ended ~~March 31,~~September 30, 2023, was primarily related to the difference in the amount and timing of orders and anticipated sales as compared to same period in the prior year. Changes in accounts payable and accrued liabilities ~~used $6.2~~provided $0.2 million in cash during the ~~nine~~three months ended ~~March 31,~~September 30, 2023, compared to providing ~~$4.4~~$1.0 million during the ~~nine~~three months ended ~~March 31,~~September 30, 2022. The change in cash flow activity related to accounts payable and accrued liabilities was primarily due to the timing of inventory receipts and payments.

Cash used in investing activities in the ~~nine~~three months ended ~~March 31,~~September 30, 2023, was ~~$13.2~~$1.3 million compared to ~~$21.4~~$7.8 million in the comparable prior year period. The ~~primary reason for~~increase during the ~~change~~first quarter of fiscal 2023 in capital purchases was ~~due to the purchase of a~~associated with retrofitting our new powder manufacturing and warehouse facility. Construction on this new facility ~~in Carlsbad, CA~~was completed during the ~~nine months ended March 31, 2022 while~~fourth quarter of fiscal 2023. Capital equipment purchase activity during the ~~nine months ended March 31, 2023 included capital improvement costs~~first quarter of fiscal 2024 was primarily for manufacturing equipment and solar power generation equipment ~~purchases associated with the on-going project to improve the new facility to become a high capacity powder processing~~for our Vista and ~~storage facility.~~Carlsbad, California production facilities.

Cash ~~provided~~used by financing activities for the ~~nine~~three months ended ~~March 31,~~September 30, 2023, was ~~$7.4~~$0.1 million, compared to ~~$4.8~~$2.8 million provided in the comparable prior year period. The difference is primarily due to ~~higher treasury stock repurchase activity~~borrowings on our line of credit during the ~~nine months ended March 31, 2022.~~first quarter of fiscal 2023 used to finance capital purchases associated with construction activities on our new manufacturing and warehousing facility in Carlsbad, California, while the first quarter of fiscal 2024 only included principal payments made to reduce the balance due on the term loan secured by our new manufacturing and warehouse facility.

At ~~March 31,~~September 30, 2023, we had ~~$9.6~~no outstanding balances due on our line of credit with $20.0 million ~~outstanding under~~available, and we owed $9.4 million on the ~~Term Note we used to~~term loan borrowed as part of the purchase of our ~~new~~ Carlsbad, California ~~warehouse and~~ manufacturing facility in August 2021. WeAt June 30, 2023, we also had ~~$9.1~~no outstanding balances due and $20.0 million ~~outstanding on~~available in connection with our ~~working capital~~ line of ~~credit with Wells Fargo Bank, with $10.9 million remaining available for borrowing. During the nine months ended March 31,~~credit.

As of September 30, 2023, we were in compliance with all of the financial and other covenants required under ~~the Credit Agreement for this credit line. Refer to Item 1, Note F., "Debt," in this Quarterly Report, for the terms of this~~our Credit Agreement.

As of ~~March 31,~~September 30, 2023, we had ~~$15.6~~$16.7 million in cash and cash equivalents. WeOf these amounts, $14.2 million of cash and cash equivalents were held by NAIE. Overall, we believe our available cash, cash equivalents, ~~credit facility and~~ potential cash flows from operations, and our credit facility will be sufficient to fund our current working capital needs and capital expenditures ~~and minimum debt and interest payments~~ through at least the next 12 months. ~~Our planned improvements to~~As a result of reduced sales overall, and the impact of temporary closure of our Carlsbad, California high-speed powder ~~blending, packaging and storage~~processing facility, we ~~purchased in August 2021 were substantially complete as of March 31, 2023 and~~anticipate we ~~anticipate capital expenditures~~will not be able to ~~be minimal for the remainder~~comply with all of the covenants required under the Credit Agreement in the second quarter of fiscal ~~year.~~2024. We have advised the lender and are currently negotiating a potential revised credit facility. There can be no assurance we will be able to successfully complete the negotiation of a revised credit facility, or if we do, what the differences in amount, cost and other factors may be. Please see Note F in Item 1 of this report for terms of our credit facility.

As of ~~March 31,~~September 30, 2023, we did not have any off-balance sheet debt nor did we have any transactions, arrangements, obligations (including contingent obligations) or other relationships with any unconsolidated entities or other persons that have or are reasonably likely to have a material current or future effect on our financial condition, changes in financial condition, results of operations, liquidity, capital expenditures, capital resources, or significant components of revenue or expenses material to investors.

Recent accounting pronouncements are discussed in the notes to our consolidated financial statements included under Item 1, Note A. of this Report. Other than those pronouncements, we are not aware of any other pronouncements that materially affect our financial position or results of operations.

We maintain certain disclosure controls and procedures as defined under the Securities Exchange Act of 1934. They are designed to help ensure that material information: (1) is gathered and communicated to our management, including our principal executive and financial officers, in a manner that allows for timely decisions regarding required disclosures; and (2) recorded, processed, summarized, reported and filed with the SEC as required under the Securities Exchange Act of 1934 and within the time periods specified by the SEC.

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer (principal financial and accounting officer), evaluated the effectiveness of the design and operation of our disclosure controls and procedures as of ~~March 31,~~September 30, 2023. Based on such evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective for their intended purpose as of ~~March 31,~~September 30, 2023.

There were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the quarterly period ended ~~March 31,~~September 30, 2023 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

From time to time, we become involved in various investigations, claims and legal proceedings that arise in the ordinary course of our business. These matters may relate to intellectual property, product liability, employment, tax, regulation, contract or other matters. The resolution of these matters as they arise will be subject to various uncertainties and, even if such claims are without merit, could result in the expenditure of significant financial and managerial resources. While unfavorable outcomes are possible, based on available information, we currently do not believe the resolution of these matters, even if unfavorable, will result in a material adverse effect on our business, consolidated financial condition, or results of operations. However, a settlement payment or unfavorable outcome could adversely impact our results of operations. Our evaluation of the likely impact of these actions could change in the future and we could have unfavorable outcomes we do not expect. An unexpected settlement expense or an unexpected unfavorable outcome of a matter could adversely impact our results of operations.

As of ~~May 12,~~November 9, 2023, neither NAI nor NAIE were a party to any material pending legal proceeding nor was any of our property the subject of any material pending legal proceeding. We are often involved in up to several matters in the ordinary course of our business.

There is no assurance NAI will prevail in litigation matters or in similar proceedings NAI or others may initiate or that litigation expenses will not be greater than anticipated.

When evaluating our business and future prospects you should carefully consider the risks described under Item 1A of our ~~2022~~2023 Annual Report, as well as the other information in our ~~2022~~2023 Annual Report, this Report and other reports and documents we file with the SEC. If any of the identified risks actually occur, our business, financial condition and results of operations could be seriously harmed. In that event, the market price of our common stock could decline, and you could lose all or a portion of the value of your investment in our common stock.

Our business operations may be adversely affected by ongoing geopolitical instability and conflict in Ukraine or the Middle East, particularly the Israel-Hammas conflict. These regional tensions may lead to increased political, economic, and security risks, including disruptions in the global supply chain, fluctuations in energy prices, and financial market volatility. Such uncertainties could impact our ability to operate efficiently, access markets, and secure resources. Our financial performance and results may be influenced by these external factors, and we cannot predict the future impact of geopolitical events on our business with certainty.

We did not sell any unregistered equity securities during the three ~~and nine~~ month periods ended ~~March 31,~~September 30, 2023 and ~~March 31,~~September 30, 2022.

~~During the three months ended March 31, 2023 we repurchased 25,447 shares of our common stock at a total cost of $0.2 million (including commissions and transaction fees) as set forth below:~~

⁽¹⁾ ~~Average price paid per share includes costs associated with the repurchases~~

~~Refer to Note J, "Treasury Stock," in this Quarterly Report, for terms of repurchase plan and additional information.~~

The following exhibit index shows those exhibits filed with this Report and those incorporated by reference:

Pursuant to the requirements of the Securities Exchange Act of 1934, Natural Alternatives International, Inc., the registrant, has duly caused this Report to be signed on its behalf by the undersigned, duly authorized officers.

		Page

SPECIAL NOTE ABOUT FORWARD-LOOKING STATEMENTS		1

PART I	FINANCIAL INFORMATION	2

Item 1.	Financial Statements	2

	Condensed Consolidated Balance Sheets	2
	Condensed Consolidated Statements of Income and Comprehensive Income	3
	Condensed Consolidated Statements of Stockholders’ Equity	4
	Condensed Consolidated Statements of Cash Flows	65
	Notes to Condensed Consolidated Financial Statements	76

Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	1918

Item 4.	Controls and Procedures	2423

PART II	OTHER INFORMATION	2524

Item 1.	Legal Proceedings	2524

Item 1A.	Risk Factors	2524

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	2524

Item 3.	Defaults Upon Senior Securities	2524

Item 5.	Other Information	2524

Item 6.	Exhibits	2625

SIGNATURES		2726

	•	our ability to develop market acceptance for and increase sales of new products, develop relationships with new customers and maintain or improve existing customer relationships;
	•	future financial and operating results, including projections of net sales, revenue, income or loss, net income or loss per share, profit margins, expenditures, liquidity, and other financial items;
	•	the sufficiency of our available cash, cash equivalents, and potential cash flows from our operations to fund our working capital and capital expenditure needs through the next 12 months and longer;
	•	the future adequacy and intended use of our facilities, including recommencing operations at our manufacturing facility in Carlsbad, California after a temporary closing in October 2023;
	•	our ability to negotiate a revision to our credit facility with Wells Fargo Bank or another financial institution;
	•	future customer orders and the timing thereof;
	•	our ability to maintain or increase our patent and trademark licensing revenues;
	•	our ability to attract and retain sufficient labor to successfully execute our business strategies and achieve our goals and objectives;
	•	inventory levels, including the adequacy of quality raw material and other inventory levels to meet future customer demand;
	•	our ability to price our products to achieve profit margin targets, especially in the current volatile raw material and labor environment;
	•	our ability to protect our intellectual property;
	•	future economic and political conditions;
	•	our ability to improve operating efficiencies, manage costs and business risks, and improve or maintain profitability;
	•	currency exchange rates and their effect on our results of operations (including amounts that we may reclassify as earnings), the availability of foreign exchange facilities, our ability to effectively hedge against foreign exchange risks and the extent to which we may seek to hedge against such risks;
	•	the outcome of litigation, regulatory and tax matters we may become involved in, the costs associated with such matters and the effect of such matters on our business and results of operations;
	•	sources, availability and quality of raw materials, including the limited number of suppliers of beta-alanine meeting our quality requirements;
	•	the impact of the Covid-19 Pandemic ("COVID-19") and other external factors both within and outside of our control, on our business and results in operations including variations in our quarterly net sales, out employees, supply chain, vendors and customers;
	•	~~the future adequacy and intended use of our facilities, including obtaining certifications for our new manufacturing facility in Carlsbad, CA, which began commercial production in April 2023;~~
	•	potential manufacturing and distribution channels, product returns, and potential product recalls;
	•	~~future customer orders;~~
	•	the impact of external factors on our business and results of operations, especially, for example, variations in quarterly net sales from seasonal and other external factors;
	•	our ability to operate within the standards set by the U.S. Food and Drug Administration’s (FDA) Good Manufacturing Practices (GMPs);
	•	~~our ability to successfully expand our operations, including outside the United States (U.S.)~~;
	•	the adequacy of our financial reserves and allowances;
	•	the sufficiency of our available cash, cash equivalents, and potential cash flows from our operations to fund our working capital and capital expenditure needs through the next 12 months and longer;
	•	the impact of accounting pronouncements and our adoption of certain accounting guidance; and
	•	other assumptions described in this Report underlying or relating to any forward-looking statements.

		*June 30, 2023*				*Additions*				*Revenue Recognized*				*Customer Refunds*				*September 30, 2023*
Contract Liabilities (Customer Deposits)		$	317			$	413			$	(325	)		$	—			$	405

		*June 30, 2022*				*Additions*				*Revenue Recognized*				*Customer Refunds*				*September 30, 2022*
Contract Liabilities (Customer Deposits)		$	140			$	108			$	(140	)		$	—			$	108

	March 31, 2023		June 30, 2022
Euro Forward Contract– Current Assets	$	593	$	3,144
Swiss Franc Forward Contract – Current Assets		318		109
Total Derivative Contracts – Current Assets		911		3,253

Interest Swap – Other noncurrent Assets		542		453
Euro Forward Contract– Other noncurrent Assets		—		561
Total Derivative Contracts – Other noncurrent Assets		542		1,014

Euro Forward Contract– Current Liabilities	$		$	—
Swiss Franc Forward Contract – Current Liabilities		—		—
Total Derivative Contracts – Current Liabilities				—

Fair Value Net Asset – all Derivative Contracts	$	1,453	$	4,267

	March 31, 2023			June 30, 2022
Raw materials	$	24,880		$	28,196
Work in progress		6,955			1,948
Finished goods		8,117			2,842
Reserve		(643	)		(511	)
	$	39,309		$	32,475

	*September 30,*			*June 30,*
	*2023*			*2023*
Raw materials	$	16,405		$	20,946
Work in progress		3,622			4,504
Finished goods		3,929			4,928
Reserve		(652	)		(684	)
	$	23,304		$	29,694

										*Depreciable Life*	*September 30,*			*June 30,*
	Depreciable Life In Years			March 31, 2023			June 30, 2022			*In Years*	*2023*			*2023*
Land	NA			$	7,645		$	7,645		NA	$	8,941		$	8,940
Building and building improvements	7	–	39		25,817			17,415		7 – 39		24,723			24,712
Machinery and equipment	3	–	12		41,715			40,131		3 – 12		42,253			41,460
Office equipment and furniture	3	–	5		6,288			5,970		3 – 5		6,605			6,522
Vehicles		3			265			211		3		227			227
Leasehold improvements	1	–	15		22,540			21,626		1 – 15		23,031			22,641
Total property and equipment					104,270			92,998				105,780			104,502
Less: accumulated depreciation and amortization					(49,513	)		(48,425	)			(51,809	)		(50,661	)
Property and equipment, net				$	54,757		$	44,573			$	53,971		$	53,841

	Three Months Ended												*Three Months Ended*
	March 31, 2023												*September 30, 2023*
	Defined			Unrealized Gains			Unrealized Gains						*Defined*			*Unrealized (Losses)*			*Unrealized Gains*
	Benefit			(Losses) on			(Losses) on						*Benefit*			*Gains on*			*(Losses) on*
	Pension			Cash Flow			Swap						*Pension*			*Cash Flow*			*Swap*
	Plan			Hedges			Derivative			Total			*Plan*			*Hedges*			*Derivative*			*Total*
Beginning Balance	$	(444	)	$	391		$	488		$	435		$	(380	)	$	(110	)	$	407		$	(83	)
OCI/OCL before reclassifications		—			713			(90	)		623			—			670			(91	)		579
Amounts reclassified from OCI to Sales		—			(1,181	)		—			(1,181	)		—			50			—			50
Tax effect of OCI activity		—			122			79			201			(5	)		(218	)		30			(193	)
Net current period OCI/OCL		—			(346	)		(11	)		(357	)		(5	)		502			(61	)		436
Ending Balance	$	(444	)	$	45		$	477		$	78		$	(385	)	$	392		$	346		$	353

	Three Months Ended												Three Months Ended
	March 31, 2022												September 30, 2022
	Defined			Unrealized Gains			Unrealized Gains						Defined			Unrealized Gains			Unrealized Gains
	Benefit			(Losses) on			(Losses) on						Benefit			(Losses) on			(Losses) on
	Pension			Cash Flow			Swap						Pension			Cash Flow			Swap
	Plan			Hedges			Derivative			Total			Plan			Hedges			Derivative			Total
Beginning Balance	$	(538	)	$	1,200		$	62		$	724		$	(444	)	$	1,795		$	348		$	1,699
OCI/OCL before reclassifications		—			1,064			299			1,363			—			1,788			174			1,962
Amounts reclassified from OCI to Sales		—			(685	)		—			(685	)		—			(1,262	)		—			(1,262	)
Tax effect of OCI activity		—			(120	)		(84	)		(204	)		—			(118	)		(37	)		(155	)
Net current period OCI/OCL		—			259			215			474			—			408			137			545
Ending Balance	$	(538	)	$	1,459		$	277		$	1,198		$	(444	)	$	2,203		$	485		$	2,244

Supplemental Cash Flow Information	Three Months Ended		Three Months Ended
	September 30, 2023		September 30, 2022
Cash paid for amounts included in the measurement of operating lease liabilities	$	832	$	811
Increase in operating lease liabilities and right-of-use assets due to lease remeasurement		25,916	$	—

	Three Months Ended March 31,					Nine Months Ended March 31,
	2023			2022		2023			2022

Customer 1	$	15,962		$	10,673	$	46,948		$	19,795
Customer 2		9,558			13,846		38,823			40,110
Customer 3	(a		)		6,773	(a		)		22,761
	$	25,520		$	31,292	$	85,771		$	82,666

	Three Months Ended March 31,				Nine Months Ended March 31,
	2023		2022		2023		2022

Supplier 1	$	3,916		2,946	$	11,394		10,800
	$	3,916		2,946	$	11,394		10,800

	Shares		Average Cost		Total Cost (in thousands)
Shares purchased under Repurchase Plan		25,447	$	9.23	$	235
Shares acquired from employees for restricted stock vesting		23,587		8.86		209
Total		49,034			$	444

	*Shares*		*Average Cost*		*Total Cost (in thousands)*
Shares purchased under Repurchase Plan		46,795	$	10.62	$	497
Shares acquired from employees for restricted stock vesting		—		—		—
Total		46,795			$	497

	•	Leveraging our state-of-the-art, certified facilities to increase the value of the goods and services we provide to our highly valued private-label contract manufacturing customers, and to assist us in developing relationships with additional ~~quality oriented customers;~~ quality-oriented customers;

	•	~~Beginning commercial production in our new high-volume powder blending and packaging facility, which was fully opened in April 2023;~~

	•	Expanding the commercialization of our beta-alanine patent estate through raw material sales, developing a new sales distribution channel under the Wellness and Healthy Aging category for our sustained release form of beta-alanine marketed under our SR CarnoSyn® trademark, exploiting new contract manufacturing opportunities, license and royalty agreements, and protecting our proprietary ~~rights;~~rights; and

	•	Improving operational efficiencies and managing costs and business risks to improve profitability.

	Three Months			Nine Months
	Ended			Ended

Contract manufacturing⁽¹⁾		(11.5	)%		(3.6	)%
Patent and trademark licensing⁽²⁾		(1.7	)		(4.2	)
Total change in gross profit margin		(13.2	)%		(7.8	)%

Period	Total Number of Shares Purchased		Average Price Paid per Share ⁽¹⁾		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs		Maximum Number (or Approximate Dollar Value) of Shares that May Yet Be Purchased Under the Plans or Programs (as of March 31, 2023) (in thousands)
January 1, 2023 to January 31, 2023		24,662	$	9.24		24,662		—
February 1, 2023 to February 28, 2023		785	$	8.97		785		—
March 1, 2023 to March 31, 2023		—		—		—		—
Total		25,447				25,447	$	714

Exhibit Number	Description	Incorporated By Reference To

3(i)	Amended and Restated Certificate of Incorporation of Natural Alternatives International, Inc. filed with the Delaware Secretary of State on January 14, 2005	Exhibit 3(i) of NAI’s Quarterly Report on Form 10-Q for the quarterly period ended December 31, 2004, filed with the commission on February 14, 2005
3(ii)	Amended and Restated By-laws of Natural Alternatives International, Inc. dated as of February 9, 2009	Exhibit 3(ii) of NAI’s Current Report on Form 8-K dated February 9, 2009, filed with the commission on February 13, 2009
4(i)	Form of NAI’s Common Stock Certificate	Exhibit 4(i) of NAI’s Annual Report on Form 10-K for the fiscal year ended June 30, 2005, filed with the commission on December 8, 2005
31.1	Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer	Filed herewith
31.2	Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer	Filed herewith
32	Section 1350 Certification	Filed herewith


101.INS	Inline XBRL Instance Document	Filed herewith
101.SCH	Inline XBRL Taxonomy Extension Schema Document	Filed herewith
101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document	Filed herewith
101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document	Filed herewith
101.LAB	Inline XBRL Taxonomy Extension Label Linkbase Document	Filed herewith
101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document	Filed herewith
104	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)	Filed herewith

	NATURAL ALTERNATIVES INTERNATIONAL, INC.

	By:	/s/ Mark A. LeDoux
		Mark A. LeDoux, Chief Executive Officer
		(principal executive officer)

	By:	/s/ Michael E. Fortin
		Michael E. Fortin, Chief Financial Officer
		(principal financial and accounting officer)