10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q

(Mark One)

☒       QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended: June 30, 2023

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

For the transition period from __________ to __________

Commission File Number: 000-17363

LIFEWAY FOODS, INC.

(Exact name of registrant as specified in its charter)

Illinois	36-3442829
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

6431 West Oakton, Morton Grove, IL 60053

(Address of principal executive offices, zip code)

(847) 967-1010

(Registrant’s telephone number, including area code)

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

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, No Par Value	LWAY	Nasdaq Global Market

Securities registered under Section 12(g) of the Exchange Act:

None

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data file required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

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

Large accelerated Filer ☐	Accelerated Filer ☐
Non-accelerated Filer ☒	Smaller reporting company ☒
Emerging growth company ☐

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

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

Number of shares of Common Stock, no par value, outstanding as of Aug 10, 2023: 14,672,717.

TABLE OF CONTENTS

PART I – FINANCIAL INFORMATION
Item 1.	Financial Statements.	3
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	20
Item 3.	Quantitative and Qualitative Disclosures About Market Risk.	27
Item 4.	Controls and Procedures.	27
PART II – OTHER INFORMATION
Item 1.	Legal Proceedings.	28
Item 1A.	Risk Factors.	28
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.	28
Item 3.	Defaults Upon Senior Securities.	28
Item 5.	Other Information.	28
Item 6.	Exhibits.	28
	Signatures.	29

2

PART I – FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.

LIFEWAY FOODS, INC. AND SUBSIDIARIES

Consolidated Balance Sheets

June 30, 2023 and December 31, 2022

(In thousands)

	June 30, 2023			December 31,
	(Unaudited)			2022
Current assets
Cash and cash equivalents	$	7,449		$	4,444
Accounts receivable, net of allowance for doubtful accounts and discounts & allowances of $1,390 and $1,820 at June 30, 2023 and December 31, 2022 respectively		11,320			11,414
Inventories, net		9,670			9,631
Prepaid expenses and other current assets		1,214			1,445
Refundable income taxes		4			44
Total current assets		29,657			26,978
Property, plant and equipment, net		21,699			20,905
Operating lease right-of-use asset		136			174
Goodwill		11,704			11,704
Intangible assets, net		7,168			7,438
Other assets		1,800			1,800
Total assets	$	72,164		$	68,999
Current liabilities
Current portion of note payable	$	1,250		$	1,250
Accounts payable		5,565			7,979
Accrued expenses		4,294			3,813
Accrued income taxes		1,024			–
Total current liabilities		12,133			13,042
Line of credit		2,777			2,777
Note payable		1,980			2,477
Operating lease liabilities		73			104
Deferred income taxes, net		3,029			3,029
Total liabilities		19,992			21,429
Commitments and contingencies (Note 9)
Stockholders’ equity
Preferred stock, no par value; 2,500 shares authorized; no shares issued or outstanding at June 30, 2023 and December 31, 2022		–			–
Common stock, no par value; 40,000 shares authorized; 17,274 shares issued; 14,656 and 14,645 outstanding at June 30, 2023 and December 31, 2022, respectively		6,509			6,509
Paid-in capital		4,167			3,624
Treasury stock, at cost		(16,920	)		(16,993	)
Retained earnings		58,416			54,430
Total stockholders' equity		52,172			47,570
Total liabilities and stockholders' equity	$	72,164		$	68,999

See accompanying notes to consolidated financial statements

3

LIFEWAY FOODS, INC. AND SUBSIDIARIES

Consolidated Statements of Operations

For the three and six months ended June 30, 2023 and 2022

(Unaudited)

(In thousands, except per share data)

	Three Months Ended June 30,						Six Months Ended June 30,
	2023			2022			2023			2022
Net sales	$	39,230		$	33,491		$	77,134		$	67,590
Cost of goods sold		27,299			27,207			56,329			55,070
Depreciation expense		651			587			1,299			1,243
Total cost of goods sold		27,950			27,794			57,628			56,313
Gross profit		11,280			5,697			19,506			11,277
Selling expenses		2,571			2,482			6,090			5,684
General and administrative		3,808			2,839			6,943			6,131
Amortization expense		135			135			270			270
Total operating expenses		6,514			5,456			13,303			12,085
Income (loss) from operations		4,766			241			6,203			(808	)
Other income (expense):
Interest expense		(109	)		(52	)		(213	)		(94	)
Gain on sale of property and equipment		33			–			33			–
Other (expense) income, net		(5	)		(4	)		–			(5	)
Total other income (expense)		(81	)		(56	)		(180	)		(99	)
Income (loss) before provision for income taxes		4,685			185			6,023			(907	)
Provision (benefit) for income taxes		1,529			65			2,037			(132	)
Net income (loss)	$	3,156		$	120		$	3,986		$	(775	)
Earnings (loss) per common share:
Basic	$	0.22		$	0.01		$	0.27		$	(0.05	)
Diluted	$	0.21		$	0.01		$	0.26		$	(0.05	)
Weighted average common shares:
Basic		14,654			15,466			14,649			15,450
Diluted		15,084			15,875			15,058			15,772

See accompanying notes to consolidated financial statements

4

LIFEWAY FOODS, INC. AND SUBSIDIARIES

Consolidated Statements of Stockholders’ Equity

(Unaudited)

(In thousands)

	Common Stock
	Issued				In treasury						Paid-In			Retained			Total
	Shares		$		Shares			$			Capital			Earnings			Equity
Balance, January 1, 2022		17,274	$	6,509		(1,839	)	$	(13,436	)	$	2,552		$	53,506		$	49,131
Stock-based compensation		–		–		–			–			109			–			109
Net loss		–		–		–			–			–			(895	)		(895	)
Balance, March 31, 2022		17,274	$	6,509		(1,839	)	$	(13,436	)	$	2,661		$	52,611		$	48,345
Issuance of common stock in connection with stock-based compensation		–		–		38			280			(399	)		–			(119	)
Stock-based compensation		–		–		–			–			746			–			746
Net income		–		–		–			–			–			120			120
Balance, June 30, 2022		17,274	$	6,509		(1,801	)	$	(13,156	)	$	3,008		$	52,731		$	49,092

5

LIFEWAY FOODS, INC. AND SUBSIDIARIES

Consolidated Statements of Stockholders’ Equity

(Unaudited)

(In thousands)

	Common Stock
	Issued				In treasury						Paid-In			Retained		Total
	Shares		$		Shares			$			Capital			Earnings		Equity
Balance, January 1, 2023		17,274	$	6,509		(2,629	)	$	(16,993	)	$	3,624		$	54,430	$	47,570
Stock-based compensation		–		–		–			–			343			–		343
Net income		–		–		–			–			–			830		830
Balance, March 31, 2023		17,274	$	6,509		(2,629	)	$	(16,993	)	$	3,967		$	55,260	$	48,743
Issuance of common stock in connection with stock-based compensation		–		–		11			73			(112	)		–		(39	)
Stock-based compensation		–		–		–			–			312			–		312
Net income		–		–		–			–			–			3,156		3,156
Balance, June 30, 2023		17,274	$	6,509		(2,618	)	$	(16,920	)	$	4,167		$	58,416	$	52,172

See accompanying notes to consolidated financial statements

6

LIFEWAY FOODS, INC. AND SUBSIDIARIES

Consolidated Statements of Cash Flows

(Unaudited)

(In thousands)

	Six months ended June 30,
	2023			2022
Cash flows from operating activities:
Net income (loss)	$	3,986		$	(775	)
Adjustments to reconcile net income (loss) to operating cash flow:
Depreciation and amortization		1,569			1,513
Stock-based compensation		655			547
Non-cash interest expense		3			3
Bad debt expense		2			–
Deferred revenue		–			(15	)
Gain on sale of equipment		(33	)		–
(Increase) decrease in operating assets:
Accounts receivable		91			(424	)
Inventories		(39	)		(151	)
Refundable income taxes		40			(440	)
Prepaid expenses and other current assets		232			154
Increase (decrease) in operating liabilities:
Accounts payable		(2,526	)		246
Accrued expenses		451			(462	)
Accrued income taxes		1,024			(725	)
Net cash provided by (used in) operating activities		5,455			(529	)
Cash flows from investing activities:
Purchases of property and equipment		(1,990	)		(1,710	)
Proceeds from sales of equipment		40			–
Net cash used in investing activities		(1,950	)		(1,710	)
Cash flows from financing activities:
Repayment of note payable		(500	)		(500	)
Net cash used in financing activities		(500	)		(500	)
Net increase (decrease) in cash and cash equivalents		3,005			(2,739	)
Cash and cash equivalents at the beginning of the period		4,444			9,233
Cash and cash equivalents at the end of the period	$	7,449		$	6,494
Supplemental cash flow information:
Cash paid for income taxes, net	$	973		$	640
Cash paid for interest	$	238		$	88
Non-cash investing activities
Accrued purchase of property and equipment	$	110		$	398
Increase in right-of-use assets and operating lease obligations	$	–		$	36

See accompanying notes to consolidated financial statements

7

LIFEWAY FOODS, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(Unaudited)

(In thousands, except per share data)

Note 1 – Basis of Presentation

The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the U.S. (“U.S. GAAP”) for interim financial information, and do not include certain information and footnote disclosures required for complete, audited financial statements. In the opinion of management, these statements include all adjustments necessary for a fair presentation of the results of all interim periods reported herein. The consolidated financial statements and related notes should be read in conjunction with the consolidated financial statements and related notes included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022. Results of operations for any interim period are not necessarily indicative of future or annual results.

Principles of consolidation

The consolidated financial statements include the accounts of Lifeway Foods, Inc. and all its wholly owned subsidiaries (collectively “Lifeway” or the “Company”). All significant intercompany accounts and transactions have been eliminated.

Note 2 – Summary of Significant Accounting Policies

Our significant accounting policies, which are summarized in detail in our Annual Report on Form 10-K for the fiscal year ended December 31, 2022, have not materially changed. The following is a description of certain of our significant accounting policies.

Use of estimates

The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates made in preparing the consolidated financial statements include the reserve for promotional allowances, the valuation of goodwill and intangible assets, stock-based and incentive compensation, and deferred income taxes.

Cash and cash equivalents

Lifeway considers cash and all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. Cash and cash equivalents are stated at cost, which approximates or equals fair value due to their short-term nature.

Lifeway from time to time may have bank deposits in excess of insurance limits of the Federal Deposit Insurance Corporation. The Company places its cash and cash equivalents with high credit quality financial institutions. Lifeway has not experienced any losses in such accounts and believes the financial risks associated with these financial instruments are minimal.

8

Customer concentration

Sales are predominately to companies in the retail food industry located within the United States. Two major customers accounted for approximately 23% and 22% of net sales for the six months ended June 30, 2023 and 2022, respectively. Two major customers accounted for approximately 22% of net sales for the three months ended June 30, 2023 and 2022.

Advertising and promotional costs

Lifeway expenses advertising costs as incurred and is reported in Selling expense in the Company’s consolidated statement of operations. Total advertising expense was $2,006 and $1,738 for the six months ended June 30, 2023 and 2022, respectively. Total advertising expense was $543 and $533 for the three months ended June 30, 2023 and 2022, respectively.

Segments

The Company is managed as a single reportable segment. The Chief Executive Officer, who is the Company’s Chief Operating Decision Maker (“CODM”), reviews financial information on an aggregate basis for purposes of allocating resources and assessing financial performance, as well as for making strategic operational decisions and managing the organization. Substantially all of Lifeway’s consolidated revenues relate to the sale of cultured dairy products that it produces using the same processes and materials and are sold to consumers through a common network of distributors and retailers in the United States.  

Recent accounting pronouncements

Adopted

In October 2021, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers. The new guidance provides a single comprehensive accounting model on revenue recognition for contracts with customers and requires that the acquirer in a business combination recognize and measure contract assets and liabilities acquired in a business combination in accordance with Topic 606 (Revenue from Contracts with Customers). The amendments in this ASU are effective for fiscal years beginning after December 15, 2022. The Company adopted this standard during the first quarter of 2023. The adoption did not have a material impact on the Company’s financial statements.

In March 2020, the FASB issued ASU No. 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting. The new guidance provides optional expedients and exceptions for applying U.S. GAAP to contracts, hedging relationships, and other transactions that reference LIBOR or another reference rate expected to be discontinued because of reference rate reform. The guidance will be effective prospectively as of March 12, 2020 through December 31, 2022 and interim periods within those fiscal years. The ASU was effective upon issuance and allowed companies to adopt the amendments on a prospective basis through December 31, 2024.

In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, in November 2018 issued an amendment, ASU 2018-19, Codification Improvements to Topic 326, Financial Instruments - Credit Losses, and in November 2019 issued two amendments, ASU 2019-10, Financial Instruments – Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842): Effective Dates, and ASU 2019-11, Codification Improvements to Topic 326, Financial Instruments – Credit Losses. The series of new guidance amends the impairment model by requiring entities to use a forward-looking approach based on expected losses rather than incurred losses to estimate credit losses on certain types of financial instruments, including trade receivables. This may result in the earlier recognition of allowances for losses. The guidance should be applied on either a prospective transition or modified-retrospective approach depending on the subtopic. The guidance is effective for annual periods beginning after December 15, 2022, including interim periods within those fiscal years, with early adoption permitted. The Company adopted this standard during the first quarter of 2023. The adoption did not have a material impact on the Company’s financial statements.

9

Note 3 – Inventories, net

Inventories consisted of the following:

	June 30, 2023		December 31, 2022
Ingredients	$	2,813	$	2,859
Packaging		3,091		3,233
Finished goods		3,766		3,539
Total inventories, net	$	9,670	$	9,631

Note 4 – Property, Plant and Equipment, net

Property, plant and equipment consisted of the following:

	June 30, 2023			December 31, 2022
Land	$	1,565		$	1,565
Buildings and improvements		19,422			19,341
Machinery and equipment		32,969			32,786
Vehicles		705			640
Office equipment		1,046			979
Construction in process		2,830			1,180
		58,537			56,491
Less accumulated depreciation		(36,838	)		(35,586	)
Total property, plant and equipment, net	$	21,699		$	20,905

Note 5 – Goodwill and Intangible Assets

Goodwill

Goodwill consisted of the following:

	Total
Balance at December 31, 2022, before accumulated impairment loses	$	12,948
Accumulated impairment losses		(1,244	)
Balance at December 31, 2022	$	11,704
Balance at June 30, 2023	$	11,704

10

Intangible Assets

Other intangible assets, net consisted of the following:

	June 30, 2023							December 31, 2022
	Gross					Net		Gross					Net
	Carrying		Accumulated			Carrying		Carrying		Accumulated			Carrying
	Amount		Amortization			Amount		Amount		Amortization			Amount
Recipes	$	44	$	(44	)	$	–	$	44	$	(44	)	$	–
Customer lists and other customer related intangibles		4,529		(4,529	)		–		4,529		(4,529	)		–
Customer relationship		3,385		(1,292	)		2,093		3,385		(1,212	)		2,173
Brand names		7,948		(2,873	)		5,075		7,948		(2,683	)		5,265
Formula		438		(438	)		–		438		(438	)		–
Total intangible assets, net	$	16,344	$	(9,176	)	$	7,168	$	16,344	$	(8,906	)	$	7,438

Estimated amortization expense on intangible assets for the next five years is as follows:

Year	Amortization
Six months ended December 31, 2023	$	270
2024	$	540
2025	$	540
2026	$	540
2027	$	540

Note 6 – Accrued Expenses

Accrued expenses consisted of the following:

	June 30, 2023		December 31, 2022
Payroll and incentive compensation	$	3,237	$	2,925
Real estate taxes		432		394
Accrued utilities		218		121
Current portion of operating lease liabilities		63		70
Other		344		303
Total accrued expenses	$	4,294	$	3,813

11

Note 7 – Debt

Note payable consisted of the following:

	June 30, 2023			December 31, 2022
Term loan due August 18, 2026. Interest (7.10% at June 30, 2023) payable monthly.	$	3,250		$	3,750
Unamortized deferred financing costs		(20	)		(23	)
Total note payable		3,230			3,727
Less current portion		(1,250	)		(1,250	)
Total long-term portion	$	1,980		$	2,477

The scheduled maturities of the term loan, excluding deferred financing costs, at June 30, 2023 are as follows: 

Six months ended December 31, 2023	$	750
2024		1,000
2025		1,000
2026		500
Total term loan	$	3,250

Credit Agreement

On August 18, 2021, Lifeway entered into the Fourth Modification (the “Fourth Modification”) to the Amended and Restated Loan and Security Agreement (as amended and modified from time to time, the “Credit Agreement” and, as amended and modified by the Fourth Modification, the “Modified Credit Agreement”) with its existing lender and certain of its subsidiaries. The Fourth Modification amends the Credit Agreement to provide for, among other things, a $5 million term loan by the existing lender to the borrowers to be repaid in quarterly installments of principal and interest over a term of five years (the “Term Loan”). The termination date of the Term Loan is August 18, 2026, unless earlier terminated. The Amended and Restated Loan and Security Agreement continues to provide Lifeway with a revolving line of credit up to a maximum of $5 million (the “Revolving Loan”) and provides the Borrowers with an incremental facility not to exceed $5 million (the “Incremental Facility” and together with the Revolving Loan, the “Loans”). The Termination Date of the Revolving Loan was extended to June 30, 2025, unless earlier terminated.

As amended, all outstanding amounts under the revolving line of credit and term loan bear interest, at Lifeway’s election, at either the lender Base Rate (the Prime Rate minus 1.00%) or the LIBOR plus 1.95%, payable monthly in arrears. Lifeway is also required to pay a quarterly unused revolving line of credit fee of 0.20% and, in conjunction with the issuance of any letters of credit, a letter of credit fee of 0.20%.

On June 26, 2023, the Company executed the Early Opt-In Election and Related Amendment to Loan Documents (the “SOFR Election”). Under the SOFR election, the interest rate on the Company’s outstanding borrowings after June 30, 2023, will transition from LIBOR to the Secured Overnight Financing Rate (“SOFR”), plus 2.07%.

The Modified Credit Agreement includes customary representations, warranties, and covenants, including financial covenants requiring the Company to maintain a fixed charge coverage ratio of no less than 1.25 to 1.00, and a minimum working capital financial covenant, as defined, of no less than $11.25 million, in each of the fiscal quarters ending through the expiration date. The Modified Credit Agreement continues to provide for events of default, including failure to repay principal and interest when due and failure to perform or violation of the provisions or covenants of the agreement, as a result of which amounts due under the Modified Credit Agreement may be accelerated. The loans and all other amounts due and owed under the Credit Agreement and related documents are secured by substantially all of the Company’s assets.

Lifeway was in compliance with the fixed charge coverage ratio and minimum working capital covenants at June 30, 2023.

12

Revolving Credit Facility

As of June 30, 2023, the Company had $2,777 outstanding under the Revolving Credit Facility. The Company had $2,223 available for future borrowings under the Revolving Credit Facility as of June 30, 2023. Lifeway’s interest rate on debt outstanding under the Revolving Credit Facility as of June 30, 2023 was 7.14%.

Note 8 – Leases

The Company leases certain machinery and equipment with fixed base rent payments and variable costs based on usage. Remaining lease terms for these leases range from less than one year to five years. The Company includes lease extension options, if applicable and reasonably certain to be exercised, in the calculation of the right-of-use asset and lease liabilities. Lifeway includes only fixed payments for lease components in the measurement of the right-of-use asset and lease liability. Variable lease payments are those that vary because of changes in facts or circumstances occurring after the commencement date, other than the passage of time. There are no residual value guarantees. Lifeway does not currently have leases which meet the finance lease classification as defined under ASC 842.

Lifeway treats contracts as a lease when the contract conveys the right to use a physically distinct asset for a period of time in exchange for consideration, it directs the use of the asset and obtains substantially all the economic benefits of the asset.

Right-of-use assets and lease liabilities are measured and recognized based on the present value of the future minimum lease payments over the lease term at the commencement date. Lifeway has elected the practical expedient to combine lease and non-lease components into a single component for all of its leases. When the Company is unable to determine an implicit interest rate, it uses its incremental borrowing rate based on the information available at the commencement date in determining the present value of future payments for those leases. Lifeway includes options to extend or terminate the lease in the measurement of the right-of-use asset and lease liability when it is reasonably certain that it will exercise such options. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term.

The Company does not record leases with an initial term of 12 months or less on the balance sheet. Expense for these short-term leases is recorded on a straight-line basis over the lease term. Total lease expense was $61 and $147 (including short term leases) for the six months ended June 30, 2023 and 2022, respectively. Total lease expense was $30 and $82 (including short term leases) for the three months ended June 30, 2023 and 2022, respectively.

Future maturities of lease liabilities were as follows:

Year	Operating Leases
Six months ended December 31, 2023	$	40
2024		67
2025		33
2026		10
2027		3
Thereafter		–
Total lease payments		153
Less: Interest		(17	)
Present value of lease liabilities	$	136

13

The weighted-average remaining lease term for its operating leases was 2.36 years as of June 30, 2023. The weighted average discount rate of its operating leases was 11.54% as of June 30, 2023. Cash paid for amounts included in the measurement of lease liabilities was $46 and $85 for the six months ended June 30, 2023 and 2022, respectively. Cash paid for amounts included in the measurement of lease liabilities was $21 and $42 for the three months ended June 30, 2023 and 2022, respectively.

Note 9 – Commitments and contingencies

Litigation

Lifeway is involved in various legal proceedings, claims, disputes, regulatory matters, audits, and proceedings arising in the ordinary course of, or incidental to the Company’s business, including commercial disputes, product liabilities, intellectual property matters and employment-related matters.

Lifeway records provisions in the consolidated financial statements for pending legal matters when it believes it is probable that a loss will be incurred and the amount of such loss can be reasonably estimated. The Company evaluates, on a periodic basis, developments in legal matters that could affect the amount of any accrual and developments that would make a loss contingency both probable and reasonably estimable. If a loss contingency is not both probable and estimable, it does not establish an accrued liability. Currently, none of its accruals for outstanding legal matters are material individually or in the aggregate to its financial position and it is management’s opinion that the ultimate resolution of these outstanding legal matters will not have a material adverse effect on its business, financial condition, results of operations, or cash flows. However, if the Company is ultimately required to make payments in connection with an adverse outcome, it is possible that such contingency could have a material adverse effect on the Company’s business, financial condition, results of operations or cash flows.

Note 10 – Income taxes

Income taxes were recognized at effective rates of 33.8% and 14.5% for the six months ended June 30, 2023 and 2022, respectively. Income taxes were recognized at effective rates of 32.6% and 35.3% for the three months ended June 30, 2023 and 2022, respectively.

The Company calculates the provision for income taxes during interim reporting periods by applying an estimate of the annual effective tax rate for the full year, excluding unusual or infrequently occurring discrete items, and applies that rate to income (loss) before provision for income taxes for the period.

The Company’s effective tax rate may change from period to period based on recurring and non-recurring factors including the relative mix of pre-tax earnings (or losses), the jurisdictional mix of earnings, enacted tax legislation, state income taxes, the impact of non-deductible items, changes in valuation allowances, settlement of tax audits, and the expiration of the statute of limitations in relation to unrecognized tax benefits. The Company records discrete income tax items such as enacted tax rate changes and completed tax audits in the period in which they occur. The Company consistently reflects non-deductible officer compensation expense, non-deductible compensation expense related to equity incentive awards and separate state tax rates from period to period. Although similar items were reflected in 2023, the percentage effect is different due to the difference in pre-tax income (loss) in 2023 compared to 2022.

Unrecognized tax benefits were $0 at June 30, 2023 and 2022. The Company does not expect material changes to its unrecognized tax benefits during the next twelve months.

14

Note 11 – Stock-based and Other Compensation

Omnibus Incentive Plan

In December 2015, Lifeway stockholders approved the 2015 Omnibus Incentive Plan, which authorized the issuance of an aggregate of 3.5 million shares to satisfy awards of stock options, stock appreciation rights, unrestricted stock, restricted stock, restricted stock units, performance shares and performance units to qualifying employees. Under the Plan, the Board or its Audit and Corporate Governance Committee approves stock awards to executive officers and certain senior executives, generally in the form of restricted stock or performance shares. The number of performance shares that participants may earn depends on the extent to which the corresponding performance goals have been achieved. Stock awards generally vest over a three-year performance or service period. At June 30, 2023, no shares remain available for award under the 2015 Omnibus Incentive Plan as it was terminated on August 31, 2022. However, any outstanding awards under the 2015 Omnibus Incentive Plan are unaffected by the termination of the 2015 Omnibus Incentive Plan or by the approval of the 2022 Omnibus Incentive Plan (the “2022 Plan”) as described below.

On August 31, 2022, Lifeway stockholders approved the 2022 Plan. Under the 2022 Plan, the Compensation Committee of the Board of Directors may grant awards of various types of compensation, including, nonqualified stock options, incentive stock options, stock appreciation rights, restricted stock, restricted stock units, performance shares, performance units, cash-based awards and other stock-based awards. The maximum number of shares authorized to be awarded under the 2022 Plan is 3.25 million shares of common stock, which includes shares that remained available under the now terminated 2015 Omnibus Incentive Plan.

Awards granted under the 2022 Plan are generally subject to a minimum vesting period of at least one year. Awards may be subject to cliff-vesting or graded-vesting conditions, with graded vesting starting no earlier than one year after the grant date. The Plan Administrator may provide for shorter vesting periods in an award agreement for no more than five percent of the maximum number of shares authorized for issuance under the 2022 Plan. As of June 30, 2023, 2.77 million shares remain available to award under the 2022 Plan.

Stock Options

The following table summarizes stock option activity during the six months ended June 30, 2023:

	Options		Weighted average exercise price		Weighted average remaining contractual life		Aggregate intrinsic value
Outstanding at December 31, 2022		41	$	10.42		3.22	$	–
Granted		–		–		–		–
Exercised		–		–		–		–
Forfeited		–		–		–		–
Outstanding at June 30, 2023		41	$	10.42		2.72	$	–
Exercisable at June 30, 2023		41	$	10.42		2.72	$	–

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Restricted Stock Awards

A Restricted Stock Award (“RSA”) represents the right to receive one share of common stock in the future. RSAs have no exercise price. The grant date fair value of the awards is determined by the Company’s closing stock price on the grant date. Lifeway expenses RSAs over the vesting period. The following table summarizes RSA activity during the six months ended June 30, 2023.

	Restricted Stock Awards			Weighted Average Grant Date Fair Value
Outstanding at December 31, 2022		164		$	5.69
Granted		58			6.88
Shares issued upon vesting		–			–
Forfeited		(5	)		6.25
Outstanding at June 30, 2023		217		$	5.99
Vested and deferred at June 30, 2023		37		$	5.60

For the six months ended June 30,2023 and 2022 total pre-tax stock-based compensation expense recognized in the consolidated statements of operations was $202 and $127, respectively. For the six months ended June 30,2023 and 2022 tax-related benefits of $57 and $35, respectively, were also recognized. For the three months ended June 30, 2023 and 2022 total pre-tax stock-based compensation expense recognized in the consolidated statements of operations was $98 and $64, respectively. For the three months ended June 30, 2023 and 2022 tax-related benefits of $28 and $17, respectively, were also recognized. Future compensation expense related to restricted stock awards was $686 as of June 30, 2023 and will be recognized on a weighted average basis over the next 1.40 years.

Long-Term Incentive Plan Compensation

Lifeway has established long-term incentive-based compensation programs for certain senior executives and key employees pursuant to the terms of its incentive plans.

2020 CEO Incentive Award 

During the fourth quarter 2020, Lifeway awarded a long-term equity-based incentive of $750 to its Chief Executive Officer (the “2020 CEO Award”) depending on Lifeways 2020 performance levels compared to the respective targets. The equity-based incentive compensation is payable in restricted stock that vests one-third in April 2022, one-third in April 2023, and one-third in April 2024. The issuance of vested equity awards is subject to approval under the Stock Purchase Agreement dated October 1, 1999. For the six months ended June 30, 2023 and 2022, $69 and $142 was expensed as stock-based compensation expense in the consolidated statements of operations, respectively. For the three months ended June 30, 2023 and 2022, $26 and $57 was expensed as stock-based compensation expense in the consolidated statements of operations, respectively. As of June 30, 2023, the total remaining unearned compensation was $60, of which $36 will be recognized in 2023, and $24 in 2024, respectively, subject to vesting.

2021 Equity Award

The 2021 long-term equity incentive plan compensation is based on Lifeway’s achievement of adjusted EBITDA performance versus the respective target established by the Board for 2021. Under the 2021 plan, collectively the participants earned equity-based incentive compensation of $1,069 based on Lifeway’s achievement of the respective financial target. The equity-based incentive compensation is payable in restricted stock that vests one-third in April 2022, one-third in April 2023, and one-third in April 2024. For the six months ended June 30, 2023 and 2022, $128 and $278 was expensed as stock-based compensation expense in the consolidated statements of operations, respectively. For the three months ended June 30, 2023 and 2022, $44 and $112 was expensed as stock-based compensation expense in the consolidated statements of operations, respectively. As of June 30, 2023, the total remaining unearned compensation was $106, of which $66 will be recognized in 2023, $40 in 2024, respectively, subject to vesting.

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2022 Equity Award

Under the 2022 long-term incentive plan, participants can earn a specified number of target level Performance Share Units (“PSUs”) contingent upon the achievement of strategic milestones during the three-year Measurement Period, which is fiscal year 2022 to 2024. The strategic milestones are 1) 3-year cumulative net revenue, and 2) 3-year cumulative adjusted EBITDA. The target number of PSU awards are weighted 50% on net revenue and 50% on adjusted EBITDA. Collectively, the participants can earn 125,066 PSUs at the target level. Participants may earn more or less than the target number of shares based on actual results, however the minimum and maximum number of shares that can be earned are bound by minimum and maximum thresholds of net revenue and adjusted EBITDA. The PSU awards will be earned and will vest, if at all, after the end of the three-year measurement period based on achievement of the milestones. The PSU awards do not vest during the three-year measurement period. The PSUs have a grant date fair value of $6.25 dollars per share. For the six months ended June 30, 2023 and 2022, $240 and $0 was expensed as stock-based compensation expense in the consolidated statements of operations, respectively.

For the three months ended June 30, 2023 and 2022, $127 and $0 was expensed as stock-based compensation expense in the consolidated statements of operations, respectively.

The 2022 long-term incentive plan also granted restricted stock unit awards that contain only a service condition and vest on the passage of time in three equal installments on each of the first three anniversaries of the August 31, 2022 grant date. The stock-based compensation expense for these awards is included in the Restricted Stock Award section above.

2023 Equity Award

Under the 2023 long-term incentive plan, participants can earn a specified number of target level Performance Share Units (“PSUs”) contingent upon the achievement of strategic milestones during the three-year Measurement Period, which is fiscal year 2023 to 2025. The strategic milestones are 1) 3-year cumulative net revenue, and 2) 3-year cumulative adjusted EBITDA. The target number of PSU awards are weighted 50% on net revenue and 50% on adjusted EBITDA. Collectively, the participants can earn 115,622 PSUs at the target level. Participants may earn more or less than the target number of shares based on actual results, however the minimum and maximum number of shares that can be earned are bound by minimum and maximum thresholds of net revenue and adjusted EBITDA. The PSU awards will be earned and will vest, if at all, after the end of the three-year measurement period based on achievement of the milestones. The PSU awards do not vest during the three-year measurement period. The PSUs have a grant date fair value of $6.88 dollars per share. For the six months ended June 30, 2023 and 2022, $16 and $0 was expensed as stock-based compensation expense in the consolidated statements of operations, respectively.

For the three months ended June 30, 2023 and 2022, $16 and $0 was expensed as stock-based compensation expense in the consolidated statements of operations, respectively.

The 2023 long-term incentive plan also granted restricted stock unit awards that contain only a service condition and vest on the passage of time in three equal installments on each of the first three anniversaries of the June 16, 2023 grant date. The stock-based compensation expense for these awards is included in the Restricted Stock Award section above.

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Non-Employee Director Plan

On August 31, 2022, Lifeway stockholders approved the 2022 Non-Employee Director Equity and Deferred Compensation Plan (the “2022 Director Plan”), which authorizes the grant of restricted stock units (“RSUs”), which will vest on such schedule as the Company, in its sole discretion, shall determine. Each non-employee director of the Company is eligible to be a participant in the 2022 Director Plan until they no longer serve as a non-employee director. As of the date of each annual shareholder meeting, the Company may grant each director a number of RSUs for such year and set the vesting schedule for the RSUs granted. Whether and how many RSUs the Company will grant to directors in any year is subject to the sole discretion of the Company and shall in any event be subject to the 2022 Director Plan’s overall share limits. The maximum aggregate number of shares of common stock that may be issued under the 2022 Directors Plan is 500 thousand shares. As of June 30, 2023, 466 thousand shares remain available to award under the 2022 Director Plan. The aggregate fair market value of shares underlying RSU compensation that may be issued as RSU compensation to a director in any year shall not exceed $170. In addition to the grant of RSUs, the 2022 Director Plan also provides for the deferral by electing participants of all or part of their cash compensation (in 10% increments) into a deferred cash account, and they may defer all or part of their cash and/or RSU compensation (in 10% increments) into a deferred RSU account. Deferred benefits are paid in a lump sum upon the applicable director’s departure from the Board of Directors.

Retirement Benefits

Lifeway has a defined contribution plan which is available to substantially all full-time employees. Under the terms of the plan, the Company matches employee contributions under a prescribed formula. For the six months ended June 30, 2023 and 2022 total contribution expense recognized in the consolidated statements of operations was $258 and $231, respectively. For the three months ended June 30, 2023 and 2022, total contribution expense recognized in the consolidated statements of operations was $108 and $102, respectively.

Note 12 - Earnings Per Share

The following table summarizes the effects of the share-based compensation awards on the weighted average number of shares outstanding used in calculating diluted earnings (loss) per share: 

	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2023		2022		2023		2022
	(In thousands)
Weighted average common shares outstanding		14,654		15,466		14,649		15,450
Assumed exercise/vesting of equity awards		430		409		409		322
Weighted average diluted common shares outstanding		15,084		15,875		15,058		15,772

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Note 13 – Related Party Transactions

Consulting Services

Lifeway obtained consulting services from Ludmila Smolyansky, a member of the Company’s Board of Directors and former Chairperson of its Board of Directors. On January 4, 2022, the Company notified Ms. Smolyansky that it was terminating the amended and restated consultancy agreement effective January 17, 2022. Service fees earned are included in general and administrative expenses in the accompanying consolidated statements of operations and were $0 and $22 during each of the six months ended June 30, 2023 and 2022, respectively. Service fees earned are included in general and administrative expenses in the accompanying consolidated statements of operations and were $0 during each of the three months ended June 30, 2023 and 2022.

Endorsement Agreement

Lifeway was also a party to an endorsement agreement, dated as March 14, 2016, by and between the Company and Ludmila Smolyansky, a member of the Company’s Board of Directors and former Chairperson of its Board of Directors (the “Endorsement Agreement”) under which it paid the Chairperson a royalty based on the sale of certain Lifeway products, not to exceed $50 in any fiscal month.

On September 6, 2022, the Company entered into an agreement (the “Termination Agreement”) with Ms. Smolyansky that terminated the Endorsement Agreement as of September 6, 2022.

Pursuant to the Termination Agreement, the Company and Ms. Smolyansky have agreed, among other things, that (i) the Company paid Ms. Smolyansky a lump sum payment of $400, (ii) Ms. Smolyansky will no longer have any further claims against the Company under the Endorsement Agreement, and (iii) the Endorsement Agreement was terminated and of no further force or effect except for the provisions thereof that expressly survive termination.

Royalties earned were $0 and $300 during each of the six months ended June 30, 2023 and 2022, respectively. Royalties earned were $0 and $150 during each of the three months ended June 30, 2023 and 2022, respectively.

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

Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) in this Form 10-Q is provided as a supplement to, and should be read in conjunction with, our audited consolidated financial statements, the accompanying notes, and the MD&A included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2022 (the “Form 10-K”). Unless otherwise specified, any description of “our”, “we”, and “us” in this MD&A refer to Lifeway Foods, Inc. and our subsidiaries.

Cautionary Statement Regarding Forward-Looking Statements

In addition to historical information, this quarterly report contains “forward-looking” statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. These statements may be identified by the use of words such as “anticipate,” “from time to time,” “intend,” “plan,” “ongoing,” “realize,” “should,” “may,” “could," "believe," "future," "depend," "expect," "will," "result," "can," "remain," "assurance," "subject to," "require," "limit," "impose," "guarantee," "restrict," "continue," "become," "predict," "likely," "opportunities," "effect," "change," "predict," and "estimate,” and similar terms or terminology, or the negative of such terms or other comparable terminology. Examples of forward-looking statements include, among others, statements we make regarding:

· Expectations of the effect on our financial condition of claims, litigation, environmental costs, contingent liabilities and governmental and regulatory investigations and proceedings;

· Strategy for acquisitions, customer retention, growth, product development, market position, financial results and reserves; Estimates of the amounts of sales allowances and discounts to our customers and consumers;

· Our belief that we will maintain compliance with our loan agreements and have sufficient liquidity to fund our business operations.

Forward looking statements are based on management’s beliefs, assumptions, estimates and observations of future events based on information available to our management at the time the statements are made and include any statements that do not relate to any historical or current fact. These statements are not guarantees of future performance and they involve certain risks, uncertainties and assumptions that are difficult to predict. Actual outcomes and results may differ materially from what is expressed, implied or forecast by our forward-looking statements due in part to the risks, uncertainties, and assumptions that include:

· Changes in the pricing of commodities;

· The actions and decisions of our competitors and customers, including those related to price competition;

· Our ability to successfully implement our business strategy;

· The effects of government regulation;

· Disruptions to our supply chain, or our manufacturing and distribution capabilities, including those due to cybersecurity threats; and

· Such other factors as discussed throughout Part I, Item 1 “Business”; Part I, Item 1A “Risk Factors”; and Part II, Item 7 “Management's Discussion and Analysis of Financial Condition and Results of Operations” of our Annual Report on Form 10-K for the year ended December 31, 2022 and that are described from time to time in our filings with the SEC.

These factors are not necessarily all of the important factors that could cause actual results to differ materially from those expressed in any of our forward-looking statements. Other unknown or unpredictable factors could also have material adverse effects on future results. The Company intends these forward-looking statements to speak only at the date made. Except as otherwise required to be disclosed in periodic reports required to be filed by public companies with the SEC pursuant to the SEC's rules, Lifeway has no duty to update these statements, and it undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

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Business Overview

Lifeway was founded in 1986 by Michael Smolyansky shortly after he and his wife, Ludmila Smolyansky, emigrated from Eastern Europe to the United States. Lifeway was the first to successfully introduce kefir to the U.S. consumer on a commercial scale, initially catering to ethnic consumers in the Chicago, Illinois metropolitan area.

The Company’s primary product is drinkable kefir, a cultured dairy product. Lifeway Kefir is tart and tangy, high in protein, calcium and vitamin D. Thanks to our exclusive blend of kefir cultures, each cup of kefir contains 12 live and active cultures and 25 to 30 billion beneficial CFU (Colony Forming Units) at the time of manufacture.

The Company manufactures (directly or through a co-manufacturer) and markets products under the Lifeway, Fresh Made, and GlenOaks Farms brand names, as well as under private labels on behalf of certain customers.

The Company’s product categories are:

· Drinkable Kefir, a cultured dairy product sold in a variety of organic and non-organic sizes, flavors, and types.

· European-style soft cheeses, including farmer cheese, white cheese, and Sweet Kiss.

· Cream and other, which primarily consists of cream, a byproduct of raw milk processing.

· Drinkable Yogurt, sold in a variety of sizes and flavors.

· ProBugs, a line of kefir products designed for children.

· Other Dairy, which primarily consists of Fresh Made butter and sour cream.

Recent Developments

Current Macroeconomic Environment and Inflation Impact

Since 2022, we have been experiencing inflationary and cost pressures due to volatility and disruption in the global economy which have increased our production and distribution costs. We have begun to see some moderation of inflationary pressures and have experienced pricing declines in certain of our input costs, such as milk. We expect inflationary pressures to persist throughout 2023, although at lower levels than experienced in 2022. In response to these persistent inflationary and cost pressures, we instituted price increases in 2022 on many of our products. We expect that these inflation-justified price increases will continue to help mitigate our increased costs.

We have not experienced significant supply chain disruptions or labor supply shortages and have continued to satisfy customer and consumer demand for our products. Management continues to proactively manage the supply and transportation of materials used to make and package our products, staffing, and transportation of our products to customers. This proactive planning has allowed the Company to avoid disruption to its manufacturing facilities and production, transportation, and sales and to meet the increased demand. The Company has maintained full production at all locations and does not anticipate manufacturing or staffing disruptions in the near term.

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Results of Operations

Three Months Ended June 30, 2023 Compared to Three Months Ended June 30, 2022

The following table presents certain information concerning our financial results, including information presented as a percentage of consolidated net sales:

	Three Months Ended June 30,
	2023						2022
	$			%			$			%
Net sales		39,230			100.0%			33,491			100.0%
Cost of goods sold		27,299			69.6%			27,207			81.2%
Depreciation expense		651			1.7%			587			1.8%
Total cost of goods sold		27,950			71.3%			27,794			83.0%
Gross profit		11,280			28.7%			5,697			17.0%
Selling expenses		2,571			6.6%			2,482			7.4%
General & administrative expense		3,808			9.7%			2,839			8.5%
Amortization expense		135			0.3%			135			0.4%
Total operating expenses		6,514			16.6%			5,456			16.3%
Income from operations		4,766			12.1%			241			0.7%
Other (expense) income:
Interest expense		(109	)		(0.3%	)		(52	)		(0.2%	)
Gain on sales of property and equipment		33			0.1%			–			0.0%
Other (expense) income, net		(5	)		0.0%			(4	)		0.0%
Total other (expense) income		(81	)		(0.2%	)		(56	)		(0.2%	)
Income before provision for income taxes		4,685			11.9%			185			0.5%
Provision for income taxes		1,529			3.9%			65			0.2%
Net income		3,156			8.0%			120			0.3%

Net Sales

Net sales finished at $39,230 for the three-month period ended June 30, 2023, an increase of $5,739 or 17.1% versus prior year. The net sales increase was primarily driven by higher volumes of our branded drinkable kefir, and to a lesser extent the impact of price increases implemented during the fourth quarter of 2022.

Net sales by product category were as follows for the three months ended June 30:

	2023				2022
	$		%		$		%
Drinkable Kefir excluding ProBugs	$	31,339		80%	$	26,120		78%
Cheese		3,376		9%		2,998		9%
Drinkable yogurt		1,659		4%		1,526		5%
Cream and other		1,631		4%		1,596		5%
ProBugs Kefir		862		2%		817		2%
Other dairy		363		1%		434		1%
Net Sales	$	39,230		100%	$	33,491		100%

22

Gross Profit

Gross profit as a percentage of net sales was 28.7% during the three-month period ended June 30, 2023. Gross profit percentage was 17.0% in the prior year. The increase versus the prior year was primarily due to the higher volumes of our branded products and the favorable impact of milk pricing, and to a lesser extent the price increases implemented during the fourth quarter of 2022 and decreased transportation costs.

Selling Expenses

Selling expenses increased by $89 to $2,571 during the three-month period ended June 30, 2023 from $2,482 during the same period in 2022.

General and Administrative Expenses

General and administrative expenses increased $969 to $3,808 during the three-month period ended June 30, 2023 from $2,839 during the same period in 2022. The increase is primarily driven by incentive compensation and to a lesser extent expenses related to non-routine stockholder action.

Provision for Income Taxes

The provision for income taxes was $1,529 and $65 during the three months ended June 30, 2023 and 2022, respectively.

The effective income tax rate for the three months ended June 30, 2023 was 32.6% compared to 35.3% in the same period last year. The statutory Federal and state tax rates remained consistent from 2022 to 2023. The Company has items that are nondeductible or are discrete adjustments to tax expense. The Company consistently reflects non-deductible officer compensation expense, non-deductible compensation expense related to equity incentive awards and separate state tax rates from period to period. Although similar items were reflected in 2023, the percentage effect is different due to the difference in pre-tax income in 2023 compared to 2022.

The Company’s effective tax rate may change from period to period based on recurring and non-recurring factors including the relative mix of pre-tax earnings (or losses), the jurisdictional mix of earnings, enacted tax legislation, state income taxes, the impact of non-deductible items, changes in valuation allowances, settlement of tax audits, and the expiration of the statute of limitations in relation to unrecognized tax benefits. The Company records discrete income tax items such as enacted tax rate changes and completed tax audits in the period in which they occur.

Income taxes are discussed in Note 10 in the Notes to the Consolidated Financial Statements.

23

Six Months Ended June 30, 2023 Compared to Six Months Ended June 30, 2022

The following table presents certain information concerning our financial results, including information presented as a percentage of consolidated net sales:

	Six Months Ended June 30,
	2023						2022
	$			%			$			%
Net sales		77,134			100.0%			67,590			100.0%
Cost of goods sold		56,329			73.0%			55,070			81.5%
Depreciation expense		1,299			1.7%			1,243			1.8%
Total cost of goods sold		57,628			74.7%			56,313			83.3%
Gross profit		19,506			25.3%			11,277			16.7%
Selling expenses		6,090			7.9%			5,684			8.4%
General & administrative expense		6,943			9.0%			6,131			9.1%
Amortization expense		270			0.4%			270			0.4%
Total operating expenses		13,303			17.3%			12,085			17.9%
Income (loss) from operations		6,203			8.0%			(808	)		(1.2%	)
Other (expense) income:
Interest expense		(213	)		(0.3%	)		(94	)		(0.1%	)
Gain on sales of property and equipment		33			0.0%			–			0.0%
Other (expense) income, net		–			0.0%			(5	)		0.0%
Total other (expense) income		(180	)		(0.3%	)		(99	)		(0.1%	)
Income (loss) before provision for income taxes		6,023			7.7%			(907	)		(1.3%	)
Provision (benefit) for income taxes		2,037			2.6%			(132	)		(0.2%	)
Net income (loss)		3,986			5.1%			(775	)		(1.1%	)

Net Sales

Net sales finished at $77,134 for the six-month period ended June 30, 2023, an increase of $9,544 or 14.1% versus prior year. The net sales increase was primarily driven by higher volumes of our branded drinkable kefir, and to a lesser extent the impact of price increases implemented during the fourth quarter of 2022.

Net sales by product category were as follows for the six months ended June 30:

	2023				2022
	$		%		$		%
Drinkable Kefir excluding ProBugs	$	61,139		79%	$	52,482		78%
Cheese		6,721		9%		6,022		9%
Cream and other		3,551		5%		3,564		5%
Drinkable yogurt		3,275		4%		3,077		5%
ProBugs Kefir		1,670		2%		1,599		2%
Other dairy		778		1%		846		1%
Net Sales	$	77,134		100%	$	67,590		100%

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Gross Profit

Gross profit as a percentage of net sales was 25.3% during the six-month period ended June 30, 2023. Gross profit percentage was 16.7% in the prior year. The increase versus the prior year was primarily due to the higher volumes of our branded products and the favorable impact of milk pricing, and to a lesser extent the price increases implemented during the fourth quarter of 2022 and decreased transportation costs.

Selling Expenses

Selling expenses increased by $406 to $6,090 during the six-month period ended June 30, 2023 from $5,684 during the same period in 2022. The increase is primarily due to increased compensation expense, partially offset by the reduction in royalty expense resulting from the termination of the endorsement agreement in September 2022.

General and Administrative Expenses

General and administrative expenses increased $812 to $6,943 during the six-month period ended June 30, 2023 from $6,131 during the same period in 2022. The increase is primarily driven by incentive compensation and to a lesser extent expenses related to non-routine stockholder action.

Provision (Benefit) for Income Taxes

The provision (benefit) for income taxes was $2,037 and $(132) during the six months ended June 30, 2023 and 2022, respectively.

The effective income tax rate for the six months ended June 30, 2023 was 33.8% compared to 14.5% in the same period last year. The statutory Federal and state tax rates remained consistent from 2022 to 2023. The Company has items that are nondeductible or are discrete adjustments to tax expense. The Company consistently reflects non-deductible officer compensation expense, non-deductible compensation expense related to equity incentive awards and separate state tax rates from period to period. Although similar items were reflected in 2023, the percentage effect is different due to the difference in pre-tax (loss) income in 2023 compared to 2022.

The Company’s effective tax rate may change from period to period based on recurring and non-recurring factors including the relative mix of pre-tax earnings (or losses), the jurisdictional mix of earnings, enacted tax legislation, state income taxes, the impact of non-deductible items, changes in valuation allowances, settlement of tax audits, and the expiration of the statute of limitations in relation to unrecognized tax benefits. The Company records discrete income tax items such as enacted tax rate changes and completed tax audits in the period in which they occur.

Income taxes are discussed in Note 10 in the Notes to the Consolidated Financial Statements.

Liquidity and Capital Resources

Management assesses the Company's liquidity in terms of its ability to generate cash to fund its operating, investing, and financing activities. The Company remains in a strong financial position, and while it has been impacted by the macroeconomic challenges with commodity inflation and other input cost increases, the Company believes that its cash flow from operations, revolving credit and term loan facility, and cash and cash equivalents will continue to provide sufficient liquidity for its working capital needs, capital resource requirements, and growth initiatives and to ensure the continuation of the Company as a going concern.

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If additional borrowings are needed, $2,223 was available under the Revolving Credit Facility as of June 30, 2023 (see Note 7, Debt). We are in compliance with the terms of the Credit Agreement and expect to meet foreseeable financial requirements. The success of our business and financing strategies will continue to provide us with the financial flexibility to take advantage of various opportunities as they arise. To date, we have been successful in generating cash and obtaining financing as needed. However, in connection with the COVID-19 pandemic or other circumstances, if a serious economic or credit market crisis ensues, it could have a negative effect on our liquidity, results of operations and financial condition.

The Company’s most significant ongoing short-term cash requirements relate primarily to funding operations (including expenditures for raw materials, labor, manufacturing and distribution, trade and promotions, advertising and marketing, and income tax liabilities) as well as expenditures for property, plant and equipment.

Long-term cash requirements primarily relate to funding long-term debt repayments (see Note 7, Debt) and deferred income taxes (see Note 10, Income Taxes, in our Annual Report on Form 10-K).

Cash Flow

The following table is derived from our Consolidated Statement of Cash Flows:

	Six months Ended June 30,
Net Cash Flows Provided By (Used In):	2023			2022
Operating activities	$	5,455		$	(529	)
Investing activities	$	(1,950	)	$	(1,710	)
Financing activities	$	(500	)	$	(500	)

Operating Activities

Net cash provided by operating activities was $5,455 during the six-month period ended June 30, 2023 compared to net cashed used of $529 in the same period in 2022. The increase was primarily due to higher cash earnings driven by increased product volumes and declines in certain input costs, and the change in working capital.

Investing Activities

Net cash used in investing activities was $1,950 during the six-month period ended June 30, 2023 compared to $1,710 in the same period in 2022. The increase in cash used reflects our planned capital spending increase during 2023 compared to 2022. Our capital spending is focused in three core areas: growth, cost reduction, and facility improvements. Growth capital spending supports new product innovation and enhancements. Cost reduction and facility improvements support manufacturing efficiency, safety, and productivity.

Financing Activities

Net cash used in financing activities was $500 during the six-month period ended June 30, 2023 and 2022. The cash used represents the quarterly principal payments under the term loan.

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Debt Obligations

As of June 30, 2023, the Company had $2,777 outstanding and $2,223 available for future borrowings under the revolving line of credit. Under the Credit Agreement, the Revolving Credit facility matures on June 30, 2025. The were no letters of credit issued or outstanding as of June 30, 2023. The Company had $3,230 outstanding under the note payable, net of $20 of unamortized deferred financing fees, as of June 30, 2023.

The Company’s interest rate on debt outstanding under the revolving line of credit and note payable as of June 30, 2023 was 7.14% and 7.10%, respectively.

The Company is in compliance with all applicable financial debt covenants as of June 30, 2023. See Note 7 to our Consolidated Financial Statements for additional information regarding our indebtedness and related agreements.

Recent Accounting Pronouncements

Information regarding recent accounting pronouncements is provided in Note 2 – Summary of Significant Accounting Policies.

Critical Accounting Policies and Estimates

A description of the Company's critical accounting policies and estimates is contained in its Annual Report on Form 10-K for the year ended December 31, 2022. There were no material changes to the Company’s critical accounting policies and estimates in the six months ended June 30, 2023.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Not applicable.

ITEM 4. CONTROLS AND PROCEDURES.

Evaluation of Disclosure Controls and Procedures 

The Company has established disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934 (the “Exchange Act”)) that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission (“SEC”), and such information is accumulated and communicated to management, including our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), as appropriate, to allow timely decisions regarding required disclosure. Management, together with our CEO and CFO, evaluated the effectiveness of the Company’s disclosure controls and procedures as of June 30, 2023. Based on this evaluation, our CEO and CFO concluded that our disclosure controls and procedures were effective as of June 30, 2023.

Changes in Internal Control over Financial Reporting

There have been no changes in the Company’s internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) that occurred during the quarter ended June 30, 2023 that has materially affected or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II – OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

Information regarding legal preceding is available in Note 9, Commitment and Contingencies.

ITEM 1A. RISK FACTORS.

There have been no material changes from the risk factors disclosed in Part I, Item 1A of the Company’s Annual Report on Form 10-K for the year ended December 31, 2022.

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

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

None.

ITEM 5. OTHER INFORMATION.

None.

ITEM 6. EXHIBITS.

No.	Description	Form	Period Ending	Exhibit	Filing Date
10.1	Early Opt-in Election and Related Amendment to Loan Documents	Filed Herewith
31.1	Rule 13a-14(a)/15d-14(a) Certification of Julie Smolyansky	Filed Herewith
31.2	Rule 13a-14(a)/15d-14(a) Certification of Eric Hanson	Filed Herewith
32.1	Section 1350 Certification of Julie Smolyansky*	Furnished Herewith
32.2	Section 1350 Certification of Eric Hanson*	Furnished Herewith
99.1	Press release dated August 14, 2023 reporting Lifeway’s financial results for the three months ended June 30, 2023*	Furnished Herewith

101.INS	Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document)
101.SCH	Inline XBRL Taxonomy Extension Schema Document
101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB	Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document
104	Cover Page Interactive Data File (formatted in IXBRL, and included in exhibit 101).

*       The exhibits deemed furnished with this Form 10-Q and are not deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, nor shall they be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act., whether made before or after the date of the filing of this Form 10-Q and irrespective of any general incorporation language contained in such filing.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	LIFEWAY FOODS, INC.
Date: August 14, 2023	By:	/s/ Julie Smolyansky
		Julie Smolyansky
		Chief Executive Officer, President, and Director
		(Principal Executive Officer)
Date: August 14, 2023	By:	/s/ Eric Hanson
		Eric Hanson
		Chief Financial & Accounting Officer
		(Principal Financial and Accounting Officer)

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EX-10.1

EXHIBIT 10.1

EARLY OPT-IN ELECTION

AND RELATED AMENDMENT TO LOAN DOCUMENTS

This SOFR Election is entered into as of June 26, 2023 but shall be deemed effective as of June 26, 2023 (the “Opt-In Date”) by CIBC BANK USA (together with its successors and assigns, “Lender”), and LIFEWAY FOODS, INC., an Illinois corporation (“Lifeway”), FRESH MADE, INC., a Pennsylvania corporation (“FMI”), THE LIFEWAY KEFIR SHOP LLC, an Illinois limited liability company formerly known as STARFRUIT, LLC (“LKS”), and LIFEWAY WISCONSIN, INC., an Illinois corporation (“LWI” and together with Lifeway, FMI and LKS being sometimes individually, or collectively if more than one, referred to as “Borrower”) with respect to the Amended and Restated Loan and Security Agreement dated May 7, 2018, as amended by that certain First Modification to Amended and Restated Loan and Security Agreement effective as of March 31, 2019, that certain Second Modification to Amended and Restated Loan and Security Agreement effective as of December 10, 2019, that Third Modification to Amended and Restated Loan and Security Agreement effective as of September 30, 2020, and that Fourth Modification to Amended and Restated Loan and Security Agreement effective as of August 18, 2021, in each case to which Lender and Borrower are party (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Existing Agreement”). For purposes hereof, the Existing Agreement, together with all other notes, mortgages, collateral documents, guarantees and other agreements, documents and instruments executed or delivered in connection with or relating to the Existing Agreement or any credit extension made thereunder, including this SOFR Election but excluding any interest rate swap or other interest rate derivative contract that may exist, as each of the foregoing may be amended, amended and restated, supplemented or otherwise modified from time to time, are referred to as the “Existing Loan Documents”.

One or more credit extensions under the Existing Loan Documents incur or may incur interest, fees or other amounts based on the US dollar LIBOR benchmark published for a specified period plus a margin as set forth in the Existing Loan Documents. On March 5, 2021, the Financial Conduct Authority, the regulatory supervisor of US dollar LIBOR’s administrator, announced in a public statement the future cessation or loss of representativeness of all tenors of US dollar LIBOR. This constitutes a benchmark transition event (or other analogous or similar event) for purposes of the Existing Loan Documents for settings of interest rates based on a rate published after June 30, 2023 (the “LIBOR Cessation Date”). In response to such future cessation, existing loans in the market are being amended, and new loans are being originated, with Term SOFR (as defined in Exhibit A hereto), as adjusted by a credit spread adjustment for the relevant Term SOFR interest period(s), as the replacement for US dollar LIBOR for determining the rate of interest on such loans.

Lender and Borrower desire, and hereby elect in accordance with the Existing Agreement and the other Existing Loan Documents notwithstanding any contrary provision thereof, to replace US dollar LIBOR with Term SOFR under the Existing Loan Documents as of the Opt-In Date, notwithstanding that US dollar LIBOR will continue to be published through the LIBOR Cessation Date. In connection with such election, Lender has the right under the Existing Loan Documents to make certain benchmark replacement conforming changes (or other similar conforming changes) to the Existing Agreement and the other Existing Loan Documents without any further action or consent of any other party thereto. The Existing Agreement and each other applicable Existing Loan Document are hereby amended and modified to give effect to the provisions set forth on Exhibit A hereto on and as of the Opt-In Date with respect to settings of interest rates that occur on or after the Opt-In Date.

To the extent that Lender is required (pursuant to any Existing Loan Document or otherwise) to provide notice to any party thereto of (i) a benchmark transition event (or other analogous or similar event) or an early opt-in election (or other analogous or similar election) with respect to US dollar LIBOR, (ii) a benchmark replacement date (or other analogous or similar date), (iii) the implementation of adjusted term SOFR as a benchmark replacement (or other analogous or similar term) or (iv) any benchmark replacement conforming changes (or other similar conforming changes) in connection with the adoption and implementation of adjusted term SOFR or the use and administration thereof, this SOFR Election shall constitute such notice.

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Except as expressly amended, modified and supplemented by this SOFR Election, the Existing Agreement and the other Existing Loan Documents are and shall continue to be in full force and effect in accordance with the terms thereof. This SOFR Election shall be governed by and construed in accordance with the same state laws as govern the Existing Loan Documents.

LENDER:
CIBC BANK USA FORMERLY KNOWN AS THE PRIVATE BANK AND TRUST COMPANY
By:	/s/ Scott Williams
	Authorized Officer

BORROWER:
Lifeway Foods, Inc.
By:	/s/ Julie Smolyansky
Name and Title: Julie Smolyansky, Chief Executive Officer
Fresh Made, Inc.
By:	/s/ Julie Smolyansky
Name and Title: Julie Smolyansky, Chief Executive Officer
THE LIFEWAY KEFIR SHOP LLC
By:	/s/ Julie Smolyansky
Name and Title: Julie Smolyansky, Manager
LIFEWAY WISCONSIN, INC.
By:	/s/ Julie Smolyansky
Name and Title: Julie Smolyansky, Chief Executive Officer

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EXHIBIT A

TERM SOFR INTEREST RATE PROVISIONS

This Exhibit A is attached to and forms part of the Early Opt-In Election and Related Amendment to Loan Documents (this “SOFR Election”) entered into as of June 26, 2023 but deemed effective as of June 26, 2023 (the “Opt-In Date”), made by CIBC BANK USA (together with its successors and assigns, “Lender”) and FRESH MADE, INC., a Pennsylvania corporation (“FMI”), THE LIFEWAY KEFIR SHOP LLC, an Illinois limited liability company formerly known as STARFRUIT, LLC (“LKS”), and LIFEWAY WISCONSIN, INC., an Illinois corporation (“LWI” and together with Lifeway, FMI and LKS being sometimes individually, or collectively if more than one, referred to as “Borrower”) with respect to the Amended and Restated Loan and Security Agreement dated May 7, 2018, as amended by that certain First Modification to Amended and Restated Loan and Security Agreement effective as of March 31, 2019, that certain Second Modification to Amended and Restated Loan and Security Agreement effective as of December 10, 2019, that Third Modification to Amended and Restated Loan and Security Agreement effective as of September 30, 2020 and that Fourth Modification to Amended and Restated Loan and Security Agreement effective as of August 18, 2021, in each case to which Lender and Borrower are party (as amended, amended and restated, supplemented or otherwise modified from time to time prior to the date hereof, the “Existing Agreement” and as further modified by this SOFR Election, the “Amended Agreement”).

Reference is made to the Existing Agreement, together with all other notes, mortgages, collateral documents, guarantees and other agreements, documents and instruments executed or delivered in connection with or relating to the Existing Agreement or any credit extension made thereunder, as each of the foregoing may be amended, amended and restated, supplemented or otherwise modified from time to time and in effect immediately preceding the effectiveness of this SOFR Election (all other notes, mortgages, collateral documents, guarantees and other agreements, documents are collectively referred to herein as the “Existing Loan Documents” and the same as further modified by this SOFR Election, the “Amended Loan Documents”). Defined terms used herein but not defined herein shall have the meaning given to such terms in the Amended Agreement.

Notwithstanding anything to the contrary contained in the Existing Agreement or in any other Existing Loan Document, the Existing Agreement and each other applicable Existing Loan Document are hereby amended and modified to give effect to the provisions set forth on this Exhibit A.

1.Definitions.

1.1.          Definitions Generally. The Existing Agreement and each other applicable Existing Loan Document (if any) are hereby amended and modified to incorporate the definitions set forth in this Section 1, mutatis mutandis, to the extent used in any such Existing Loan Document, including as a result of the effectiveness of this Notice and Amendment. If the Existing Agreement or any other Existing Loan Document defines any term defined in this Section 1, the definition in this Section 1 shall supersede such definition in the Existing Agreement or such other Existing Loan Document, if applicable, for the purpose and solely for the purpose of the definitions and provisions contained in this Notice and Amendment.

“Business Day” means a day of the week (but not a Saturday, Sunday or holiday) on which the Chicago, Illinois offices of the Lender hereunder are open to the public for carrying on substantially all of its business functions, provided, however, that when used in the context of a SOFR Loan, the term “Business Day” shall also exclude any day that is not also a SOFR Business Day. Unless specifically referenced herein as a Business Day, all references to “days” shall be to calendar days.

“Credit Extension” means any loan, advance, borrowing, letter of credit or other financial accommodation or extension of credit of any type by the Lender hereunder from time to time made or permitted to be made under any Existing Loan Document or Amended Loan Document.

“Floor” means a rate of interest equal to 0%, unless any applicable Existing Loan Document provides for a higher minimum percentage for the US dollar LIBOR rate that will apply to a LIBOR Credit Extension, in which case the Floor shall be such higher minimum percentage.

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“SOFR” means, with respect to any SOFR Business Day, a rate per annum equal to the secured overnight financing rate for such SOFR Business Day.

“SOFR Borrowing” means the SOFR Loans comprising a borrowing of Credit Extensions.

“SOFR Business Day” means any day other than a Saturday, a Sunday or a day on which the Securities Industry and Financial Markets Association recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in United States government securities.

“SOFR Credit Extension” means any Credit Extension bearing interest or incurring fees, commissions, or other amounts based on Term SOFR.

“SOFR Interest Rate” means, with respect to each day during which interest accrues on any portion of a SOFR Loan, subject to the terms and conditions of the Amended Agreement, the rate per annum (expressed as a percentage) equal to Term SOFR for the applicable Term SOFR Interest Period for such day, plus the SOFR Margin that applies to such type of SOFR Loan plus the SOFR Spread Adjustment for the applicable Term SOFR Interest Period; provided that if the Existing Agreement contains a minimum percentage floor for the “all in” sum of US dollar LIBOR plus the margin added thereto in accordance with the Existing Agreement for a US dollar LIBOR Credit Extension thereunder of the same type, then the SOFR Interest Rate on such SOFR Loan or portion thereof shall not at any time be less than such minimum percentage floor.

“SOFR Loan” means a Credit Extension that bears interest, fees or other amounts at a rate based on Term SOFR.

“SOFR Margin” means, with respect to any type of SOFR Credit Extension (whether term loan, revolving loan, or otherwise), the margin, expressed as a percentage per annum, equal to the margin that would be added under the Existing Agreement to the applicable US dollar LIBOR interest rate to determine the “all in” interest rate for such type of Credit Extension if such SOFR Credit Extension were a LIBOR Credit Extension thereunder.

“SOFR Spread Adjustment” means 0.116% for a Term SOFR Interest Period of 1 month, and 0.116% for a Term SOFR Interest Period of 3 months, solely to the extent that the Existing Loan Documents permit a LIBOR interest period of 3 months.

“Term SOFR” means, with respect to each day of any applicable SOFR Loan for any Term SOFR Interest Period, the greater of (a) the forward-looking term rate based on SOFR for a tenor comparable to such Term SOFR Interest Period that is published by the Term SOFR Administrator two (2) SOFR Business Days prior to the first day of such Term SOFR Interest Period; provided, however, that if as of 5:00 pm (New York City time) on any interest lookback day, Term SOFR for the applicable tenor has not been published by the Term SOFR Administrator and a benchmark replacement date with respect to Term SOFR has not occurred, then Term SOFR will be Term SOFR as published by the Term SOFR Adminstrator on the first preceding SOFR Business Day for which Term SOFR for such tenor was published by the Term SOFR Administrator so long as such first preceding SOFR Business Day is not more than three (3) SOFR Business Days prior to such interest lookback day; and (b) the Floor. Unless otherwise specified in any amendment to this Amended Loan Document entered into in connection with a benchmark replacement, in the event that a benchmark replacement with respect to Term SOFR is implemented, then all references herein to Term SOFR shall be deemed references to such benchmark replacement.

“Term SOFR Administrator” means CME Group Benchmark Administration Limited (CBA) (or a successor administrator of Term SOFR selected by the Lender hereunder in its reasonable discretion).

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“Term SOFR Interest Period” means with respect to that portion of a Credit Extension bearing interest based on Term SOFR, a period of 1 month or 3 months, solely to the extent that the Existing Loan Documents permit a LIBOR interest period of 3 months, commencing on a SOFR Business Day as selected by the Borrower hereunder in accordance with this Amended Loan Document, or on such other SOFR Business Day as is acceptable to the Lender and Borrower hereunder; provided, however, that (a) if any Term SOFR Interest Period would end on a day other than a Business Day, such Term SOFR Interest Period shall be extended to the next succeeding Business Day unless such next succeeding Business Day would fall in the next calendar month, in which case such Term SOFR Interest Period shall end on the next preceding Business Day, (b) any Term SOFR Interest Period that commences on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the last calendar month of such Term SOFR Interest Period) shall end on the last Business Day of the last calendar month of such Term SOFR Interest Period, (c) unless agreed by the Lender hereunder in its sole discretion, no Term SOFR Interest Period shall extend beyond the maturity date of the Amended Agreement and (d) no tenor that has been removed from this definition pursuant to the applicable provisions of the Amended Loan Documents shall be available for specification in any borrowing request. For purposes hereof, the date of a Credit Extension or SOFR Borrowing initially shall be the date on which such Credit Extension or SOFR Borrowing is made and thereafter shall be the effective date of the most recent conversion or continuation of such Credit Extension or SOFR Borrowing.

1.2            Amendment of Applicable Margin. To the extent that an applicable Existing Loan Document contains a definition of “Applicable Margin” (or analogous or similar term), such term is hereby amended to replace references therein to the word “LIBOR” (or other analogous or similar reference relating to a LIBOR Credit Extension) with the word “SOFR” (or other analogous or similar reference relating to a SOFR Credit Extension).

2.Discontinuance of LIBOR Credit Extensions.

2.1LIBOR Credit Extensions. Notwithstanding any provision of the Amended Agreement or any other Amended Loan Document to the contrary, on or after the Opt-In Date, whether or not LIBOR is operational, reported, published on a synthetic basis or otherwise available in the market as of such date: (a) no LIBOR Credit Extension shall be available, requested or made, and (b) any request for a new Credit Extension as, or to convert an existing Credit Extension to, or to continue, renew, extend, reinstate or increase an existing LIBOR Credit Extension as, a LIBOR Credit Extension shall be ineffective.

2.2Amendment of LIBOR Related Provisions. Subject to the provisions of Sections 2.3 and 3.1 of Exhibit A to the SOFR Election, on or after the Opt-In Date, the LIBOR Related Provisions of the Existing Agreement and any other applicable Existing Loan Document (other than LIBOR Related Provisions of the type described in clauses (b)(iii) and (iv) of the definition thereof) shall be deemed amended such that such LIBOR Related Provisions shall no longer reference or have effect as it relates to (i) LIBOR, (ii) any LIBOR Definition, (iii) any LIBOR Credit Extension, or (iv) dates, times, activities or other matters relating to London or the United Kingdom (to the extent that any such provision relates primarily to the use or administration of LIBOR), and shall be deemed to reference and be applicable to SOFR and a SOFR Credit Extension, unless, and to the extent that, such provision is superseded or otherwise modified by the SOFR Election. Without limiting the generality of the forgoing, and references in the Existing Agreement (including, without limitation Section 7.4 thereof) and other applicable Existing Loan Documents (including, without limitation, the Existing Mortgages) to any LIBOR breakage or similar costs or funded loses shall be deemed references to SOFR breakage or similar costs and funding losses.

“LIBOR Definition” means any term defined in any Existing Loan Document, however phrased, primarily relating to the determination, calculation or replacement of LIBOR, including by way of example applicable terms phrased as “Adjusted LIBO Rate”, “LIBO Base Rate”, “LIBO Rate”, “LIBOR”, “USD LIBOR”, “Interpolated Rate”, “Screen Rate”, “Eurodollar Reserve Percentage”, “LIBOR Determination Date”, “LIBOR Reset Date”, “ICE”, “Benchmark Disruption Event”, “Benchmark Replacement”, “Benchmark Transition Event”, “Benchmark Unavailability Period” and “Early Opt-in Election”.

“LIBOR Related Provision” means any term defined in or provision of any Existing Loan Document (other than a LIBOR Definition) that references or has effect with respect to LIBOR, a LIBOR Definition, a LIBOR Credit Extension, or another LIBOR Related Provision (solely as it relates to LIBOR, a LIBOR Definition or a LIBOR Credit Extension), including by way of example (a) terms phrased as “Applicable Margin”, “Borrowing”, “Business Day”, “Default Rate”, “Interest Payment Date”, and “Type”, and (b) provisions addressing (i) borrowing and payment mechanics relating to LIBOR Credit Extensions, (ii) the inability to determine or make credit extensions based on, or the replacement of, LIBOR, (iii) reimbursement for costs, compensation for losses, or indemnity relating to LIBOR Credit Extensions, and (iv) exculpation with respect to LIBOR. To the extent that a LIBOR Related Provision references or has effect with respect to a Credit Extension other than a LIBOR Credit Extension, such LIBOR Related Provision shall not constitute a LIBOR Related Provision for purposes hereof and shall continue in force and effect in accordance with its terms.

5

2.3Continuance and Conversion of Existing LIBOR Credit Extensions. The provisions of Sections 2.1 and 2.2 of Exhibit A to the SOFR Election shall not apply with respect to any LIBOR Credit Extension requested, made and in effect prior to the Opt-In Date, which shall continue in effect through the last day of the interest period applicable thereto in accordance with the applicable Existing Loan Documents. The LIBOR Definitions and LIBOR Related Provisions (as in effect prior to the effectiveness of the SOFR Election) shall continue in effect with respect to such LIBOR Credit Extensions in accordance with their terms. Unless otherwise agreed by Borrower and Lender, any LIBOR Credit Extension that reaches the last day of the interest period with respect thereto on or after the Opt-In Date shall be converted to a SOFR Credit Extension on such date with a Term SOFR Interest Period equivalent to the expiring LIBOR interest period.

3. Availability and Terms of New SOFR Credit Extensions.

3.1SOFR Credit Extensions. On and after the Opt-In Date, to the extent that, prior to giving effect to the provisions of Sections 2.1 and 2.2 of Exhibit A to the SOFR Election, the Existing Agreement or any other Existing Loan Document required or permitted any Credit Extension to be requested, made or maintained as a LIBOR Credit Extension, such type of Credit Extension shall instead be available, and may be requested, made and maintained, as a SOFR Credit Extension bearing interest based on the SOFR Interest Rate, subject to satisfaction of the applicable provisions set forth in Section 3.2 of the SOFR Election and the other provisions of the Existing Agreement and any other applicable Existing Loan Document.

3.2Provisions Relating to SOFR Credit Extensions. In addition to any requirements with respect to Credit Extensions generally in the Existing Agreement or any other applicable Existing Loan Document, and any provision of the Existing Agreement or any other applicable Existing Loan Document deemed applicable with respect to SOFR Credit Extensions in accordance with Section 2.2 of Exhibit A to the SOFR Election, SOFR Credit Extensions shall be subject to the following terms and provisions. To the extent that any provision of the Existing Agreement or any other applicable Existing Loan Document directly conflicts with any provision set forth below, the provision below shall prevail.

(a)Interest Rate and Interest Payment Dates For SOFR Loans. The Borrower hereunder promises to pay to the Lender hereunder, interest on the unpaid principal amount of each SOFR Loan made by the Lender hereunder for the period from and including the date of the making of such SOFR Loan, to (but excluding) the date such SOFR Loan shall be paid in full, at the SOFR Interest Rate, subject to the applicable provisions of the Amended Agreement relating to the payment of default rate interest, types and groups of Credit Extensions, continuation of Credit Extensions, inability to determine rates and illegality of making SOFR loans. Accrued interest on each SOFR Loan shall be payable on the last day of each Term SOFR Interest Period relating to such SOFR Loan, upon a prepayment of such SOFR Loan, and at maturity.

(b)Notice Periods. Any provision under the Existing Agreement or any other Existing Loan Document that required, immediately prior to giving effect to the provisions of the SOFR Election, the Borrower hereunder to provide notice to the Lender hereunder of any borrowing, continuation, conversion or prepayment of any LIBOR Credit Extension, shall be deemed, in each case, to require notice thereof with respect to a SOFR Loan in lieu of such LIBOR Credit Extension.

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EX-31.1

EXHIBIT 31.1

SECTION 302 CERTIFICATION OF C.E.O.

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Julie Smolyansky, certify that:

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

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors:

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 14, 2023	By: /s/ Julie Smolyansky
	Julie Smolyansky
	Chief Executive Officer, President and Director
	(Principal Executive Officer)

EX-31.2

EXHIBIT 31.2

SECTION 302 CERTIFICATION OF C.F.O.

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Eric Hanson, certify that:

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

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors:

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 14, 2023	By: /s/ Eric Hanson
	Eric Hanson
	Chief Financial Officer
	(Principal Financial and Accounting Officer)

EX-32.1

EXHIBIT 32.1

SECTION 906 CERTIFICATION OF C.E.O.

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT

TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-Q of Lifeway Foods, Inc. (the “Company”) for the period ended June 30, 2023 as filed with the SEC (the “Report”), the undersigned, in the capacity and on the date indicated below, hereby certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to her knowledge:

1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: August 14, 2023	By: /s/ Julie Smolyansky
	Julie Smolyansky
	Chief Executive Officer, President and Director
	(Principal Executive Officer)

EX-32.2

EXHIBIT 32.2

SECTION 906 CERTIFICATION OF C.F.O.

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT

TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-Q of Lifeway Foods, Inc. (the “Company”) for the period ended June 30, 2023 as filed with the SEC (the “Report”), the undersigned, in the capacity and on the date indicated below, hereby certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to his knowledge:

1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: August 14, 2023	By: /s/ Eric Hanson
	Eric Hanson
	Chief Financial Officer
	(Principal Financial and Accounting Officer)

EX-99.1

Exhibit 99.1

Lifeway Foods® Announces Record Results for the Second Quarter Ended June 30, 2023

Net sales increase 17.1% year-over-year to $39.2 million; up 34.5% compared to 2021

Delivers 15^th straight quarter of year-over-year net sales growth and 1,170 basis points of year-over-year gross profit margin improvement

Morton Grove, IL — August 14, 2023 — Lifeway Foods, Inc. (Nasdaq: LWAY) (“Lifeway” or “the Company”), a leading U.S. supplier of kefir and fermented probiotic products to support the microbiome, today reported financial results for the second quarter ended June 30, 2023.

“I am thrilled to report yet another exceptional quarter in 2023, highlighted by our continued trend of strong year-over-year net sales growth as well as substantial gross margin improvements,” commented Julie Smolyansky, President and Chief Executive Officer of Lifeway Foods. “Our proactive operating discipline, along with easing inflationary pressures, have recently allowed us to further reap the benefits of our consistent topline expansion as our gross profit margin increased 1,170 basis points year-over-year and 710 basis points quarter-over-quarter. Alongside the improving profitability, our impressive net sales growth of 17.1%, Lifeway’s 15^th consecutive quarter of year-over-year growth, reflects another meaningful increase in volumes and the wide customer acceptance of inflation-justified price increases. Our customers continue to demonstrate their loyalty to our premium, better-for-you offerings, and we continue to capitalize on incremental consumers seeking out high quality products at an exceptional value through our strategic investments in both retail and branding initiatives. As usual, we will pursue further measures to gain exposure to new customers through both marketing and distribution opportunities. We see potential growth avenues for our core kefir products, as well as Lifeway Farmer Cheese, a strong performing item that has the benefit of recent press attention related to popular social media recipes for blended cottage cheese. I’m proud of our execution so far this year and energized to build upon the momentum in the second half of 2023.”

Second Quarter 2023 Results

Net sales were $39.2 million for the second quarter ended June 30, 2023, an increase of $5.7 million or 17.1% from the same period of 2022. The net sales increase was primarily driven by higher volumes of our branded drinkable kefir, and to a lesser extent the impact of price increases implemented during the fourth quarter of 2022.

Gross profit as a percentage of net sales was 28.7% for the second quarter ended June 30, 2023, compared to 17.0% in the same period of 2022. The 1,170 basis point increase versus the prior year was primarily due to the higher volumes of our branded products and the favorable impact of milk pricing, and to a lesser extent the price increases implemented during the fourth quarter of 2022 and decreased transportation costs.

Selling, general and administrative expenses as a percentage of net sales were 16.3% for the second quarter ended June 30, 2023, compared to 15.9% in the same period of 2022.

The Company reported net income of $3.2 million or $0.22 per basic and $0.21 per diluted common share for the second quarter ended June 30, 2023 compared to net income of $0.1 million or $0.01 per basic and diluted common share during the same period in 2022.

Conference Call and Webcast

A pre-recorded conference call and webcast with Julie Smolyansky discussing these results with additional comments and details is available through the “Investor Relations” section of the Company’s website at https://lifewaykefir.com/webinars-reports/ and will also be available for replay.

1

About Lifeway Foods, Inc.

Lifeway Foods, Inc., which has been recognized as one of Forbes' Best Small Companies, is America's leading supplier of the probiotic, fermented beverage known as kefir. In addition to its line of drinkable kefir, the company also produces cheese, probiotic oat milk, and a ProBugs line for kids. Lifeway's tart and tangy fermented dairy products are now sold across the United States, Mexico, Ireland and France. Learn how Lifeway is good for more than just you at lifewayfoods.com.

Forward-Looking Statements

This release (and oral statements made regarding the subjects of this release) contains "forward-looking statements" as defined in the Private Securities Litigation Reform Act of 1995 regarding, among other things, future operating and financial performance, product development, market position, business strategy and objectives. These statements use words, and variations of words, such as "continue," "build," "future," "increase," "drive," "believe," "look," "ahead," "confident," "deliver," "outlook," "expect," and "predict." Other examples of forward-looking statements may include, but are not limited to, (i) statements of Company plans and objectives, including the introduction of new products, or estimates or predictions of actions by customers or suppliers, (ii) statements of future economic performance, and (III) statements of assumptions underlying other statements and statements about Lifeway or its business. You are cautioned not to rely on these forward-looking statements. These statements are based on current expectations of future events and thus are inherently subject to uncertainty. If underlying assumptions prove inaccurate or known or unknown risks or uncertainties materialize, actual results could vary materially from Lifeway's expectations and projections. These risks, uncertainties, and other factors include: price competition; the decisions of customers or consumers; the actions of competitors; changes in the pricing of commodities; the effects of government regulation; possible delays in the introduction of new products; and customer acceptance of products and services. A further list and description of these risks, uncertainties, and other factors can be found in Lifeway's Annual Report on Form 10-K for the fiscal year ended December 31, 2022, and the Company's subsequent filings with the SEC. Copies of these filings are available online at https://www.sec.gov, http://lifewaykefir.com/investor-relations/, or on request from Lifeway. Information in this release is as of the dates and time periods indicated herein, and Lifeway does not undertake to update any of the information contained in these materials, except as required by law. Accordingly, YOU SHOULD NOT RELY ON THE ACCURACY OF ANY OF THE STATEMENTS OR OTHER INFORMATION CONTAINED IN ANY ARCHIVED PRESS RELEASE.

Media:
Derek Miller 
Vice President of Communications, Lifeway Foods
Email: derekm@lifeway.net

General inquiries:
Lifeway Foods, Inc.
Phone: 847-967-1010
Email: info@lifeway.net

2

LIFEWAY FOODS, INC. AND SUBSIDIARIES

Consolidated Balance Sheets

June 30, 2023 and December 31, 2022

(In thousands)

	June 30, 2023			December 31,
	Unaudited			2022
Current assets
Cash and cash equivalents	$	7,449		$	4,444
Accounts receivable, net of allowance for doubtful accounts and discounts & allowances of $1,390 and $1,820 at June 30, 2023 and December 31, 2022 respectively		11,320			11,414
Inventories, net		9,670			9,631
Prepaid expenses and other current assets		1,214			1,445
Refundable income taxes		4			44
Total current assets		29,657			26,978
Property, plant and equipment, net		21,699			20,905
Operating lease right-of-use asset		136			174
Goodwill		11,704			11,704
Intangible assets, net		7,168			7,438
Other assets		1,800			1,800
Total assets	$	72,164		$	68,999
Current liabilities
Current portion of note payable	$	1,250		$	1,250
Accounts payable		5,565			7,979
Accrued expenses		4,294			3,813
Accrued income taxes		1,024			–
Total current liabilities		12,133			13,042
Line of credit		2,777			2,777
Note payable		1,980			2,477
Operating lease liabilities		73			104
Deferred income taxes, net		3,029			3,029
Total liabilities		19,992			21,429
Commitments and contingencies (Note 9)
Stockholders’ equity
Preferred stock, no par value; 2,500 shares authorized; no shares issued or outstanding at June 30, 2023 and December 31, 2022		–			–
Common stock, no par value; 40,000 shares authorized; 17,274 shares issued; 14,656 and 14,645 outstanding at June 30, 2023 and December 31, 2022, respectively		6,509			6,509
Paid-in capital		4,167			3,624
Treasury stock, at cost		(16,920	)		(16,993	)
Retained earnings		58,416			54,430
Total stockholders' equity		52,172			47,570
Total liabilities and stockholders' equity	$	72,164		$	68,999

3

LIFEWAY FOODS, INC. AND SUBSIDIARIES

Consolidated Statements of Operations

For the three and six months ended June 30, 2023 and 2022

(In thousands, except per share data)

	Three Months Ended June 30,						Six Months Ended June 30,
	2023			2022			2023			2022
Net sales	$	39,230		$	33,491		$	77,134		$	67,590
Cost of goods sold		27,299			27,207			56,329			55,070
Depreciation expense		651			587			1,299			1,243
Total cost of goods sold		27,950			27,794			57,628			56,313
Gross profit		11,280			5,697			19,506			11,277
Selling expenses		2,571			2,482			6,090			5,684
General and administrative		3,808			2,839			6,943			6,131
Amortization expense		135			135			270			270
Total operating expenses		6,514			5,456			13,303			12,085
Income (loss) from operations		4,766			241			6,203			(808	)
Other income (expense):
Interest expense		(109	)		(52	)		(213	)		(94	)
Gain on sale of property and equipment		33			–			33			–
Other (expense) income, net		(5	)		(4	)		–			(5	)
Total other income (expense)		(81	)		(56	)		(180	)		(99	)
Income (loss) before provision for income taxes		4,685			185			6,023			(907	)
Provision (benefit) for income taxes		1,529			65			2,037			(132	)
Net income (loss)	$	3,156		$	120		$	3,986		$	(775	)
Earnings (loss) per common share:
Basic	$	0.22		$	0.01		$	0.27		$	(0.05	)
Diluted	$	0.21		$	0.01		$	0.26		$	(0.05	)
Weighted average common shares:
Basic		14,654			15,466			14,649			15,450
Diluted		15,084			15,875			15,058			15,772

4

LIFEWAY FOODS, INC. AND SUBSIDIARIES

Consolidated Statements of Cash Flows

For the six months ended June 30, 2023 and 2022

(In thousands)

	Six months ended June 30,
	2023			2022
Cash flows from operating activities:
Net income (loss)	$	3,986		$	(775	)
Adjustments to reconcile net income (loss) to operating cash flow:
Depreciation and amortization		1,569			1,513
Stock-based compensation		655			547
Non-cash interest expense		3			3
Bad debt expense		2			–
Deferred revenue		–			(15	)
Gain on sale of equipment		(33	)		–
(Increase) decrease in operating assets:
Accounts receivable		91			(424	)
Inventories		(39	)		(151	)
Refundable income taxes		40			(440	)
Prepaid expenses and other current assets		232			154
Increase (decrease) in operating liabilities:
Accounts payable		(2,526	)		246
Accrued expenses		451			(462	)
Accrued income taxes		1,024			(725	)
Net cash provided by (used in) operating activities		5,455			(529	)
Cash flows from investing activities:
Purchases of property and equipment		(1,990	)		(1,710	)
Proceeds from sales of equipment		40			–
Net cash used in investing activities		(1,950	)		(1,710	)
Cash flows from financing activities:
Repayment of note payable		(500	)		(500	)
Net cash used in financing activities		(500	)		(500	)
Net increase (decrease) in cash and cash equivalents		3,005			(2,739	)
Cash and cash equivalents at the beginning of the period		4,444			9,233
Cash and cash equivalents at the end of the period	$	7,449		$	6,494
Supplemental cash flow information:
Cash paid for income taxes, net	$	973		$	640
Cash paid for interest	$	238		$	88
Non-cash investing activities
Accrued purchase of property and equipment	$	110		$	398
Increase in right-of-use assets and operating lease obligations	$	–		$	36

5

XML

Cover - shares	6 Months Ended
	Jun. 30, 2023	Aug. 10, 2023
Cover [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Jun. 30, 2023
Document Fiscal Period Focus	Q2
Document Fiscal Year Focus	2023
Current Fiscal Year End Date	--12-31
Entity File Number	000-17363
Entity Registrant Name	LIFEWAY FOODS, INC.
Entity Central Index Key	0000814586
Entity Tax Identification Number	36-3442829
Entity Incorporation, State or Country Code	IL
Entity Address, Address Line One	6431 West Oakton
Entity Address, City or Town	Morton Grove
Entity Address, State or Province	IL
Entity Address, Postal Zip Code	60053
City Area Code	(847)
Local Phone Number	967-1010
Title of 12(b) Security	Common Stock, No Par Value
Trading Symbol	LWAY
Security Exchange Name	NASDAQ
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		14,672,717

XML

Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Current assets
Cash and cash equivalents	$ 7,449	$ 4,444
Accounts receivable, net of allowance for doubtful accounts and discounts & allowances of $1,390 and $1,820 at June 30, 2023 and December 31, 2022 respectively	11,320	11,414
Inventories, net	9,670	9,631
Prepaid expenses and other current assets	1,214	1,445
Refundable income taxes	4	44
Total current assets	29,657	26,978
Property, plant and equipment, net	21,699	20,905
Operating lease right-of-use asset	136	174
Goodwill	11,704	11,704
Intangible assets, net	7,168	7,438
Other assets	1,800	1,800
Total assets	72,164	68,999
Current liabilities
Current portion of note payable	1,250	1,250
Accounts payable	5,565	7,979
Accrued expenses	4,294	3,813
Accrued income taxes	1,024	0
Total current liabilities	12,133	13,042
Line of credit	2,777	2,777
Note payable	1,980	2,477
Operating lease liabilities	73	104
Deferred income taxes, net	3,029	3,029
Total liabilities	19,992	21,429
Commitments and contingencies (Note 9)
Stockholders’ equity
Preferred stock, no par value; 2,500 shares authorized; no shares issued or outstanding at June 30, 2023 and December 31, 2022	0	0
Common stock, no par value; 40,000 shares authorized; 17,274 shares issued; 14,656 and 14,645 outstanding at June 30, 2023 and December 31, 2022, respectively	6,509	6,509
Paid-in capital	4,167	3,624
Treasury stock, at cost	(16,920)	(16,993)
Retained earnings	58,416	54,430
Total stockholders' equity	52,172	47,570
Total liabilities and stockholders' equity	$ 72,164	$ 68,999

XML

Consolidated Balance Sheets (Unaudited) (Parenthetical) - USD ($) shares in Thousands, $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Statement of Financial Position [Abstract]
Allowance for doubtful accounts and discounts	$ 1,390	$ 1,820
Preferred stock, par value	$ 0	$ 0
Preferred stock, shares authorized	2,500	2,500
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common stock, par value	$ 0	$ 0
Common stock, shares authorized	40,000	40,000
Common stock, shares issued	17,274	17,274
Common stock, shares outstanding	14,656	14,645

XML

Consolidated Statements of Operations (Unaudited) - USD ($) shares in Thousands, $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Income Statement [Abstract]
Net sales	$ 39,230	$ 33,491	$ 77,134	$ 67,590
Cost of goods sold	27,299	27,207	56,329	55,070
Depreciation expense	651	587	1,299	1,243
Total cost of goods sold	27,950	27,794	57,628	56,313
Gross profit	11,280	5,697	19,506	11,277
Selling expenses	2,571	2,482	6,090	5,684
General and administrative	3,808	2,839	6,943	6,131
Amortization expense	135	135	270	270
Total operating expenses	6,514	5,456	13,303	12,085
Income (loss) from operations	4,766	241	6,203	(808)
Other income (expense):
Interest expense	(109)	(52)	(213)	(94)
Gain on sale of property and equipment	33	0	33	0
Other (expense) income, net	(5)	(4)	0	(5)
Total other income (expense)	(81)	(56)	(180)	(99)
Income (loss) before provision for income taxes	4,685	185	6,023	(907)
Provision (benefit) for income taxes	1,529	65	2,037	(132)
Net income (loss)	$ 3,156	$ 120	$ 3,986	$ (775)
Earnings (loss) per common share:
Basic	$ 0.22	$ 0.01	$ 0.27	$ (0.05)
Diluted	$ 0.21	$ 0.01	$ 0.26	$ (0.05)
Weighted average common shares:
Basic	14,654	15,466	14,649	15,450
Diluted	15,084	15,875	15,058	15,772

XML

Consolidated Statements of Stockholders' Equity - USD ($) shares in Thousands, $ in Thousands	Common Stock [Member]	Treasury Stock, Common [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	Total
Beginning balance, value at Dec. 31, 2021	$ 6,509	$ (13,436)	$ 2,552	$ 53,506	$ 49,131
Beginning balance, shares at Dec. 31, 2021	17,274	(1,839)
Stock-based compensation			109		109
Net income				(895)	(895)
Ending balance, value at Mar. 31, 2022	$ 6,509	$ (13,436)	2,661	52,611	48,345
Ending balance, shares at Mar. 31, 2022	17,274	(1,839)
Beginning balance, value at Dec. 31, 2021	$ 6,509	$ (13,436)	2,552	53,506	49,131
Beginning balance, shares at Dec. 31, 2021	17,274	(1,839)
Net income					(775)
Ending balance, value at Jun. 30, 2022	$ 6,509	$ (13,156)	3,008	52,731	49,092
Ending balance, shares at Jun. 30, 2022	17,274	(1,801)
Beginning balance, value at Mar. 31, 2022	$ 6,509	$ (13,436)	2,661	52,611	48,345
Beginning balance, shares at Mar. 31, 2022	17,274	(1,839)
Issuance of common stock in connection with stock-based compensation		$ 280	(399)		(119)
Issuance of common stock in connection with stock-based compensation, shares		38
Stock-based compensation			746		746
Net income				120	120
Ending balance, value at Jun. 30, 2022	$ 6,509	$ (13,156)	3,008	52,731	49,092
Ending balance, shares at Jun. 30, 2022	17,274	(1,801)
Beginning balance, value at Dec. 31, 2022	$ 6,509	$ (16,993)	3,624	54,430	47,570
Beginning balance, shares at Dec. 31, 2022	17,274	(2,629)
Stock-based compensation			343		343
Net income				830	830
Ending balance, value at Mar. 31, 2023	$ 6,509	$ (16,993)	3,967	55,260	48,743
Ending balance, shares at Mar. 31, 2023	17,274	(2,629)
Beginning balance, value at Dec. 31, 2022	$ 6,509	$ (16,993)	3,624	54,430	47,570
Beginning balance, shares at Dec. 31, 2022	17,274	(2,629)
Net income					3,986
Ending balance, value at Jun. 30, 2023	$ 6,509	$ (16,920)	4,167	58,416	52,172
Ending balance, shares at Jun. 30, 2023	17,274	(2,618)
Beginning balance, value at Mar. 31, 2023	$ 6,509	$ (16,993)	3,967	55,260	48,743
Beginning balance, shares at Mar. 31, 2023	17,274	(2,629)
Issuance of common stock in connection with stock-based compensation		$ 73	(112)		(39)
Issuance of common stock in connection with stock-based compensation, shares		11
Stock-based compensation			312		312
Net income				3,156	3,156
Ending balance, value at Jun. 30, 2023	$ 6,509	$ (16,920)	$ 4,167	$ 58,416	$ 52,172
Ending balance, shares at Jun. 30, 2023	17,274	(2,618)

XML

Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022
Cash flows from operating activities:
Net income (loss)	$ 3,986	$ (775)
Adjustments to reconcile net income (loss) to operating cash flow:
Depreciation and amortization	1,569	1,513
Stock-based compensation	655	547
Non-cash interest expense	3	3
Bad debt expense	2	0
Deferred revenue	0	(15)
Gain on sale of equipment	(33)	0
(Increase) decrease in operating assets:
Accounts receivable	91	(424)
Inventories	(39)	(151)
Refundable income taxes	40	(440)
Prepaid expenses and other current assets	232	154
Increase (decrease) in operating liabilities:
Accounts payable	(2,526)	246
Accrued expenses	451	(462)
Accrued income taxes	1,024	(725)
Net cash provided by (used in) operating activities	5,455	(529)
Cash flows from investing activities:
Purchases of property and equipment	(1,990)	(1,710)
Proceeds from sales of equipment	40	0
Net cash used in investing activities	(1,950)	(1,710)
Cash flows from financing activities:
Repayment of note payable	(500)	(500)
Net cash used in financing activities	(500)	(500)
Net increase (decrease) in cash and cash equivalents	3,005	(2,739)
Cash and cash equivalents at the beginning of the period	4,444	9,233
Cash and cash equivalents at the end of the period	7,449	6,494
Supplemental cash flow information:
Cash paid for income taxes, net	973	640
Cash paid for interest	238	88
Non-cash investing activities
Accrued purchase of property and equipment	110	398
Increase in right-of-use assets and operating lease obligations	$ 0	$ 36

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Basis of Presentation

6 Months Ended

Jun. 30, 2023

Accounting Policies [Abstract]

Basis of Presentation

Note 1 – Basis of Presentation

The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the U.S. (“U.S. GAAP”) for interim financial information, and do not include certain information and footnote disclosures required for complete, audited financial statements. In the opinion of management, these statements include all adjustments necessary for a fair presentation of the results of all interim periods reported herein. The consolidated financial statements and related notes should be read in conjunction with the consolidated financial statements and related notes included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022. Results of operations for any interim period are not necessarily indicative of future or annual results.

Principles of consolidation

The consolidated financial statements include the accounts of Lifeway Foods, Inc. and all its wholly owned subsidiaries (collectively “Lifeway” or the “Company”). All significant intercompany accounts and transactions have been eliminated.

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Summary of Significant Accounting Policies

6 Months Ended

Jun. 30, 2023

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

Note 2 – Summary of Significant Accounting Policies

Our significant accounting policies, which are summarized in detail in our Annual Report on Form 10-K for the fiscal year ended December 31, 2022, have not materially changed. The following is a description of certain of our significant accounting policies.

Use of estimates

The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates made in preparing the consolidated financial statements include the reserve for promotional allowances, the valuation of goodwill and intangible assets, stock-based and incentive compensation, and deferred income taxes.

Cash and cash equivalents

Lifeway considers cash and all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. Cash and cash equivalents are stated at cost, which approximates or equals fair value due to their short-term nature.

Lifeway from time to time may have bank deposits in excess of insurance limits of the Federal Deposit Insurance Corporation. The Company places its cash and cash equivalents with high credit quality financial institutions. Lifeway has not experienced any losses in such accounts and believes the financial risks associated with these financial instruments are minimal.

Customer concentration

Sales are predominately to companies in the retail food industry located within the United States. Two major customers accounted for approximately 23% and 22% of net sales for the six months ended June 30, 2023 and 2022, respectively. Two major customers accounted for approximately 22% of net sales for the three months ended June 30, 2023 and 2022.

Advertising and promotional costs

Lifeway expenses advertising costs as incurred and is reported in Selling expense in the Company’s consolidated statement of operations. Total advertising expense was $2,006 and $1,738 for the six months ended June 30, 2023 and 2022, respectively. Total advertising expense was $543 and $533 for the three months ended June 30, 2023 and 2022, respectively.

Segments

The Company is managed as a single reportable segment. The Chief Executive Officer, who is the Company’s Chief Operating Decision Maker (“CODM”), reviews financial information on an aggregate basis for purposes of allocating resources and assessing financial performance, as well as for making strategic operational decisions and managing the organization. Substantially all of Lifeway’s consolidated revenues relate to the sale of cultured dairy products that it produces using the same processes and materials and are sold to consumers through a common network of distributors and retailers in the United States.  

Recent accounting pronouncements

Adopted

In October 2021, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers. The new guidance provides a single comprehensive accounting model on revenue recognition for contracts with customers and requires that the acquirer in a business combination recognize and measure contract assets and liabilities acquired in a business combination in accordance with Topic 606 (Revenue from Contracts with Customers). The amendments in this ASU are effective for fiscal years beginning after December 15, 2022. The Company adopted this standard during the first quarter of 2023. The adoption did not have a material impact on the Company’s financial statements.

In March 2020, the FASB issued ASU No. 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting. The new guidance provides optional expedients and exceptions for applying U.S. GAAP to contracts, hedging relationships, and other transactions that reference LIBOR or another reference rate expected to be discontinued because of reference rate reform. The guidance will be effective prospectively as of March 12, 2020 through December 31, 2022 and interim periods within those fiscal years. The ASU was effective upon issuance and allowed companies to adopt the amendments on a prospective basis through December 31, 2024.

In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, in November 2018 issued an amendment, ASU 2018-19, Codification Improvements to Topic 326, Financial Instruments - Credit Losses, and in November 2019 issued two amendments, ASU 2019-10, Financial Instruments – Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842): Effective Dates, and ASU 2019-11, Codification Improvements to Topic 326, Financial Instruments – Credit Losses. The series of new guidance amends the impairment model by requiring entities to use a forward-looking approach based on expected losses rather than incurred losses to estimate credit losses on certain types of financial instruments, including trade receivables. This may result in the earlier recognition of allowances for losses. The guidance should be applied on either a prospective transition or modified-retrospective approach depending on the subtopic. The guidance is effective for annual periods beginning after December 15, 2022, including interim periods within those fiscal years, with early adoption permitted. The Company adopted this standard during the first quarter of 2023. The adoption did not have a material impact on the Company’s financial statements.

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Inventories, net

6 Months Ended

Jun. 30, 2023

Inventory Disclosure [Abstract]

Inventories, net

Note 3 – Inventories, net

Inventories consisted of the following:

	June 30, 2023		December 31, 2022
Ingredients	$	2,813	$	2,859
Packaging		3,091		3,233
Finished goods		3,766		3,539
Total inventories, net	$	9,670	$	9,631

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Property, Plant and Equipment, net

6 Months Ended

Jun. 30, 2023

Property, Plant and Equipment [Abstract]

Property, Plant and Equipment, net

Note 4 – Property, Plant and Equipment, net

Property, plant and equipment consisted of the following:

	June 30, 2023			December 31, 2022
Land	$	1,565		$	1,565
Buildings and improvements		19,422			19,341
Machinery and equipment		32,969			32,786
Vehicles		705			640
Office equipment		1,046			979
Construction in process		2,830			1,180
		58,537			56,491
Less accumulated depreciation		(36,838	)		(35,586	)
Total property, plant and equipment, net	$	21,699		$	20,905

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Goodwill and Intangible Assets

6 Months Ended

Jun. 30, 2023

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill and Intangible Assets

Note 5 – Goodwill and Intangible Assets

Goodwill

Goodwill consisted of the following:

	Total
Balance at December 31, 2022, before accumulated impairment loses	$	12,948
Accumulated impairment losses		(1,244	)
Balance at December 31, 2022	$	11,704
Balance at June 30, 2023	$	11,704

Intangible Assets

Other intangible assets, net consisted of the following:

	June 30, 2023							December 31, 2022
	Gross					Net		Gross					Net
	Carrying		Accumulated			Carrying		Carrying		Accumulated			Carrying
	Amount		Amortization			Amount		Amount		Amortization			Amount
Recipes	$	44	$	(44	)	$	–	$	44	$	(44	)	$	–
Customer lists and other customer related intangibles		4,529		(4,529	)		–		4,529		(4,529	)		–
Customer relationship		3,385		(1,292	)		2,093		3,385		(1,212	)		2,173
Brand names		7,948		(2,873	)		5,075		7,948		(2,683	)		5,265
Formula		438		(438	)		–		438		(438	)		–
Total intangible assets, net	$	16,344	$	(9,176	)	$	7,168	$	16,344	$	(8,906	)	$	7,438

Estimated amortization expense on intangible assets for the next five years is as follows:

Year	Amortization
Six months ended December 31, 2023	$	270
2024	$	540
2025	$	540
2026	$	540
2027	$	540

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Accrued Expenses

6 Months Ended

Jun. 30, 2023

Payables and Accruals [Abstract]

Accrued Expenses

Note 6 – Accrued Expenses

Accrued expenses consisted of the following:

	June 30, 2023		December 31, 2022
Payroll and incentive compensation	$	3,237	$	2,925
Real estate taxes		432		394
Accrued utilities		218		121
Current portion of operating lease liabilities		63		70
Other		344		303
Total accrued expenses	$	4,294	$	3,813

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Debt

6 Months Ended

Jun. 30, 2023

Debt Disclosure [Abstract]

Debt

Note 7 – Debt

Note payable consisted of the following:

	June 30, 2023			December 31, 2022
Term loan due August 18, 2026. Interest (7.10% at June 30, 2023) payable monthly.	$	3,250		$	3,750
Unamortized deferred financing costs		(20	)		(23	)
Total note payable		3,230			3,727
Less current portion		(1,250	)		(1,250	)
Total long-term portion	$	1,980		$	2,477

The scheduled maturities of the term loan, excluding deferred financing costs, at June 30, 2023 are as follows: 

Six months ended December 31, 2023	$	750
2024		1,000
2025		1,000
2026		500
Total term loan	$	3,250

Credit Agreement

On August 18, 2021, Lifeway entered into the Fourth Modification (the “Fourth Modification”) to the Amended and Restated Loan and Security Agreement (as amended and modified from time to time, the “Credit Agreement” and, as amended and modified by the Fourth Modification, the “Modified Credit Agreement”) with its existing lender and certain of its subsidiaries. The Fourth Modification amends the Credit Agreement to provide for, among other things, a $5 million term loan by the existing lender to the borrowers to be repaid in quarterly installments of principal and interest over a term of five years (the “Term Loan”). The termination date of the Term Loan is August 18, 2026, unless earlier terminated. The Amended and Restated Loan and Security Agreement continues to provide Lifeway with a revolving line of credit up to a maximum of $5 million (the “Revolving Loan”) and provides the Borrowers with an incremental facility not to exceed $5 million (the “Incremental Facility” and together with the Revolving Loan, the “Loans”). The Termination Date of the Revolving Loan was extended to June 30, 2025, unless earlier terminated.

As amended, all outstanding amounts under the revolving line of credit and term loan bear interest, at Lifeway’s election, at either the lender Base Rate (the Prime Rate minus 1.00%) or the LIBOR plus 1.95%, payable monthly in arrears. Lifeway is also required to pay a quarterly unused revolving line of credit fee of 0.20% and, in conjunction with the issuance of any letters of credit, a letter of credit fee of 0.20%.

On June 26, 2023, the Company executed the Early Opt-In Election and Related Amendment to Loan Documents (the “SOFR Election”). Under the SOFR election, the interest rate on the Company’s outstanding borrowings after June 30, 2023, will transition from LIBOR to the Secured Overnight Financing Rate (“SOFR”), plus 2.07%.

The Modified Credit Agreement includes customary representations, warranties, and covenants, including financial covenants requiring the Company to maintain a fixed charge coverage ratio of no less than 1.25 to 1.00, and a minimum working capital financial covenant, as defined, of no less than $11.25 million, in each of the fiscal quarters ending through the expiration date. The Modified Credit Agreement continues to provide for events of default, including failure to repay principal and interest when due and failure to perform or violation of the provisions or covenants of the agreement, as a result of which amounts due under the Modified Credit Agreement may be accelerated. The loans and all other amounts due and owed under the Credit Agreement and related documents are secured by substantially all of the Company’s assets.

Lifeway was in compliance with the fixed charge coverage ratio and minimum working capital covenants at June 30, 2023.

Revolving Credit Facility

As of June 30, 2023, the Company had $2,777 outstanding under the Revolving Credit Facility. The Company had $2,223 available for future borrowings under the Revolving Credit Facility as of June 30, 2023. Lifeway’s interest rate on debt outstanding under the Revolving Credit Facility as of June 30, 2023 was 7.14%.

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Leases

6 Months Ended

Jun. 30, 2023

Leases

Leases

Note 8 – Leases

The Company leases certain machinery and equipment with fixed base rent payments and variable costs based on usage. Remaining lease terms for these leases range from less than one year to five years. The Company includes lease extension options, if applicable and reasonably certain to be exercised, in the calculation of the right-of-use asset and lease liabilities. Lifeway includes only fixed payments for lease components in the measurement of the right-of-use asset and lease liability. Variable lease payments are those that vary because of changes in facts or circumstances occurring after the commencement date, other than the passage of time. There are no residual value guarantees. Lifeway does not currently have leases which meet the finance lease classification as defined under ASC 842.

Lifeway treats contracts as a lease when the contract conveys the right to use a physically distinct asset for a period of time in exchange for consideration, it directs the use of the asset and obtains substantially all the economic benefits of the asset.

Right-of-use assets and lease liabilities are measured and recognized based on the present value of the future minimum lease payments over the lease term at the commencement date. Lifeway has elected the practical expedient to combine lease and non-lease components into a single component for all of its leases. When the Company is unable to determine an implicit interest rate, it uses its incremental borrowing rate based on the information available at the commencement date in determining the present value of future payments for those leases. Lifeway includes options to extend or terminate the lease in the measurement of the right-of-use asset and lease liability when it is reasonably certain that it will exercise such options. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term.

The Company does not record leases with an initial term of 12 months or less on the balance sheet. Expense for these short-term leases is recorded on a straight-line basis over the lease term. Total lease expense was $61 and $147 (including short term leases) for the six months ended June 30, 2023 and 2022, respectively. Total lease expense was $30 and $82 (including short term leases) for the three months ended June 30, 2023 and 2022, respectively.

Future maturities of lease liabilities were as follows:

Year	Operating Leases
Six months ended December 31, 2023	$	40
2024		67
2025		33
2026		10
2027		3
Thereafter		–
Total lease payments		153
Less: Interest		(17	)
Present value of lease liabilities	$	136

The weighted-average remaining lease term for its operating leases was 2.36 years as of June 30, 2023. The weighted average discount rate of its operating leases was 11.54% as of June 30, 2023. Cash paid for amounts included in the measurement of lease liabilities was $46 and $85 for the six months ended June 30, 2023 and 2022, respectively. Cash paid for amounts included in the measurement of lease liabilities was $21 and $42 for the three months ended June 30, 2023 and 2022, respectively.

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Commitments and contingencies

6 Months Ended

Jun. 30, 2023

Commitments and Contingencies Disclosure [Abstract]

Commitments and contingencies

Note 9 – Commitments and contingencies

Litigation

Lifeway is involved in various legal proceedings, claims, disputes, regulatory matters, audits, and proceedings arising in the ordinary course of, or incidental to the Company’s business, including commercial disputes, product liabilities, intellectual property matters and employment-related matters.

Lifeway records provisions in the consolidated financial statements for pending legal matters when it believes it is probable that a loss will be incurred and the amount of such loss can be reasonably estimated. The Company evaluates, on a periodic basis, developments in legal matters that could affect the amount of any accrual and developments that would make a loss contingency both probable and reasonably estimable. If a loss contingency is not both probable and estimable, it does not establish an accrued liability. Currently, none of its accruals for outstanding legal matters are material individually or in the aggregate to its financial position and it is management’s opinion that the ultimate resolution of these outstanding legal matters will not have a material adverse effect on its business, financial condition, results of operations, or cash flows. However, if the Company is ultimately required to make payments in connection with an adverse outcome, it is possible that such contingency could have a material adverse effect on the Company’s business, financial condition, results of operations or cash flows.

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Income taxes

6 Months Ended

Jun. 30, 2023

Income Tax Disclosure [Abstract]

Income taxes

Note 10 – Income taxes

Income taxes were recognized at effective rates of 33.8% and 14.5% for the six months ended June 30, 2023 and 2022, respectively. Income taxes were recognized at effective rates of 32.6% and 35.3% for the three months ended June 30, 2023 and 2022, respectively.

The Company calculates the provision for income taxes during interim reporting periods by applying an estimate of the annual effective tax rate for the full year, excluding unusual or infrequently occurring discrete items, and applies that rate to income (loss) before provision for income taxes for the period.

The Company’s effective tax rate may change from period to period based on recurring and non-recurring factors including the relative mix of pre-tax earnings (or losses), the jurisdictional mix of earnings, enacted tax legislation, state income taxes, the impact of non-deductible items, changes in valuation allowances, settlement of tax audits, and the expiration of the statute of limitations in relation to unrecognized tax benefits. The Company records discrete income tax items such as enacted tax rate changes and completed tax audits in the period in which they occur. The Company consistently reflects non-deductible officer compensation expense, non-deductible compensation expense related to equity incentive awards and separate state tax rates from period to period. Although similar items were reflected in 2023, the percentage effect is different due to the difference in pre-tax income (loss) in 2023 compared to 2022.

Unrecognized tax benefits were $0 at June 30, 2023 and 2022. The Company does not expect material changes to its unrecognized tax benefits during the next twelve months.

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Stock-based and Other Compensation

6 Months Ended

Jun. 30, 2023

Share-Based Payment Arrangement [Abstract]

Stock-based and Other Compensation

Note 11 – Stock-based and Other Compensation

Omnibus Incentive Plan

In December 2015, Lifeway stockholders approved the 2015 Omnibus Incentive Plan, which authorized the issuance of an aggregate of 3.5 million shares to satisfy awards of stock options, stock appreciation rights, unrestricted stock, restricted stock, restricted stock units, performance shares and performance units to qualifying employees. Under the Plan, the Board or its Audit and Corporate Governance Committee approves stock awards to executive officers and certain senior executives, generally in the form of restricted stock or performance shares. The number of performance shares that participants may earn depends on the extent to which the corresponding performance goals have been achieved. Stock awards generally vest over a three-year performance or service period. At June 30, 2023, no shares remain available for award under the 2015 Omnibus Incentive Plan as it was terminated on August 31, 2022. However, any outstanding awards under the 2015 Omnibus Incentive Plan are unaffected by the termination of the 2015 Omnibus Incentive Plan or by the approval of the 2022 Omnibus Incentive Plan (the “2022 Plan”) as described below.

On August 31, 2022, Lifeway stockholders approved the 2022 Plan. Under the 2022 Plan, the Compensation Committee of the Board of Directors may grant awards of various types of compensation, including, nonqualified stock options, incentive stock options, stock appreciation rights, restricted stock, restricted stock units, performance shares, performance units, cash-based awards and other stock-based awards. The maximum number of shares authorized to be awarded under the 2022 Plan is 3.25 million shares of common stock, which includes shares that remained available under the now terminated 2015 Omnibus Incentive Plan.

Awards granted under the 2022 Plan are generally subject to a minimum vesting period of at least one year. Awards may be subject to cliff-vesting or graded-vesting conditions, with graded vesting starting no earlier than one year after the grant date. The Plan Administrator may provide for shorter vesting periods in an award agreement for no more than five percent of the maximum number of shares authorized for issuance under the 2022 Plan. As of June 30, 2023, 2.77 million shares remain available to award under the 2022 Plan.

Stock Options

The following table summarizes stock option activity during the six months ended June 30, 2023:

	Options		Weighted average exercise price		Weighted average remaining contractual life		Aggregate intrinsic value
Outstanding at December 31, 2022		41	$	10.42		3.22	$	–
Granted		–		–		–		–
Exercised		–		–		–		–
Forfeited		–		–		–		–
Outstanding at June 30, 2023		41	$	10.42		2.72	$	–
Exercisable at June 30, 2023		41	$	10.42		2.72	$	–

Restricted Stock Awards

A Restricted Stock Award (“RSA”) represents the right to receive one share of common stock in the future. RSAs have no exercise price. The grant date fair value of the awards is determined by the Company’s closing stock price on the grant date. Lifeway expenses RSAs over the vesting period. The following table summarizes RSA activity during the six months ended June 30, 2023.

	Restricted Stock Awards			Weighted Average Grant Date Fair Value
Outstanding at December 31, 2022		164		$	5.69
Granted		58			6.88
Shares issued upon vesting		–			–
Forfeited		(5	)		6.25
Outstanding at June 30, 2023		217		$	5.99
Vested and deferred at June 30, 2023		37		$	5.60

For the six months ended June 30,2023 and 2022 total pre-tax stock-based compensation expense recognized in the consolidated statements of operations was $202 and $127, respectively. For the six months ended June 30,2023 and 2022 tax-related benefits of $57 and $35, respectively, were also recognized. For the three months ended June 30, 2023 and 2022 total pre-tax stock-based compensation expense recognized in the consolidated statements of operations was $98 and $64, respectively. For the three months ended June 30, 2023 and 2022 tax-related benefits of $28 and $17, respectively, were also recognized. Future compensation expense related to restricted stock awards was $686 as of June 30, 2023 and will be recognized on a weighted average basis over the next 1.40 years.

Long-Term Incentive Plan Compensation

Lifeway has established long-term incentive-based compensation programs for certain senior executives and key employees pursuant to the terms of its incentive plans.

2020 CEO Incentive Award 

During the fourth quarter 2020, Lifeway awarded a long-term equity-based incentive of $750 to its Chief Executive Officer (the “2020 CEO Award”) depending on Lifeways 2020 performance levels compared to the respective targets. The equity-based incentive compensation is payable in restricted stock that vests one-third in April 2022, one-third in April 2023, and one-third in April 2024. The issuance of vested equity awards is subject to approval under the Stock Purchase Agreement dated October 1, 1999. For the six months ended June 30, 2023 and 2022, $69 and $142 was expensed as stock-based compensation expense in the consolidated statements of operations, respectively. For the three months ended June 30, 2023 and 2022, $26 and $57 was expensed as stock-based compensation expense in the consolidated statements of operations, respectively. As of June 30, 2023, the total remaining unearned compensation was $60, of which $36 will be recognized in 2023, and $24 in 2024, respectively, subject to vesting.

2021 Equity Award

The 2021 long-term equity incentive plan compensation is based on Lifeway’s achievement of adjusted EBITDA performance versus the respective target established by the Board for 2021. Under the 2021 plan, collectively the participants earned equity-based incentive compensation of $1,069 based on Lifeway’s achievement of the respective financial target. The equity-based incentive compensation is payable in restricted stock that vests one-third in April 2022, one-third in April 2023, and one-third in April 2024. For the six months ended June 30, 2023 and 2022, $128 and $278 was expensed as stock-based compensation expense in the consolidated statements of operations, respectively. For the three months ended June 30, 2023 and 2022, $44 and $112 was expensed as stock-based compensation expense in the consolidated statements of operations, respectively. As of June 30, 2023, the total remaining unearned compensation was $106, of which $66 will be recognized in 2023, $40 in 2024, respectively, subject to vesting.

2022 Equity Award

Under the 2022 long-term incentive plan, participants can earn a specified number of target level Performance Share Units (“PSUs”) contingent upon the achievement of strategic milestones during the three-year Measurement Period, which is fiscal year 2022 to 2024. The strategic milestones are 1) 3-year cumulative net revenue, and 2) 3-year cumulative adjusted EBITDA. The target number of PSU awards are weighted 50% on net revenue and 50% on adjusted EBITDA. Collectively, the participants can earn 125,066 PSUs at the target level. Participants may earn more or less than the target number of shares based on actual results, however the minimum and maximum number of shares that can be earned are bound by minimum and maximum thresholds of net revenue and adjusted EBITDA. The PSU awards will be earned and will vest, if at all, after the end of the three-year measurement period based on achievement of the milestones. The PSU awards do not vest during the three-year measurement period. The PSUs have a grant date fair value of $6.25 dollars per share. For the six months ended June 30, 2023 and 2022, $240 and $0 was expensed as stock-based compensation expense in the consolidated statements of operations, respectively.

For the three months ended June 30, 2023 and 2022, $127 and $0 was expensed as stock-based compensation expense in the consolidated statements of operations, respectively.

The 2022 long-term incentive plan also granted restricted stock unit awards that contain only a service condition and vest on the passage of time in three equal installments on each of the first three anniversaries of the August 31, 2022 grant date. The stock-based compensation expense for these awards is included in the Restricted Stock Award section above.

2023 Equity Award

Under the 2023 long-term incentive plan, participants can earn a specified number of target level Performance Share Units (“PSUs”) contingent upon the achievement of strategic milestones during the three-year Measurement Period, which is fiscal year 2023 to 2025. The strategic milestones are 1) 3-year cumulative net revenue, and 2) 3-year cumulative adjusted EBITDA. The target number of PSU awards are weighted 50% on net revenue and 50% on adjusted EBITDA. Collectively, the participants can earn 115,622 PSUs at the target level. Participants may earn more or less than the target number of shares based on actual results, however the minimum and maximum number of shares that can be earned are bound by minimum and maximum thresholds of net revenue and adjusted EBITDA. The PSU awards will be earned and will vest, if at all, after the end of the three-year measurement period based on achievement of the milestones. The PSU awards do not vest during the three-year measurement period. The PSUs have a grant date fair value of $6.88 dollars per share. For the six months ended June 30, 2023 and 2022, $16 and $0 was expensed as stock-based compensation expense in the consolidated statements of operations, respectively.

For the three months ended June 30, 2023 and 2022, $16 and $0 was expensed as stock-based compensation expense in the consolidated statements of operations, respectively.

The 2023 long-term incentive plan also granted restricted stock unit awards that contain only a service condition and vest on the passage of time in three equal installments on each of the first three anniversaries of the June 16, 2023 grant date. The stock-based compensation expense for these awards is included in the Restricted Stock Award section above.

Non-Employee Director Plan

On August 31, 2022, Lifeway stockholders approved the 2022 Non-Employee Director Equity and Deferred Compensation Plan (the “2022 Director Plan”), which authorizes the grant of restricted stock units (“RSUs”), which will vest on such schedule as the Company, in its sole discretion, shall determine. Each non-employee director of the Company is eligible to be a participant in the 2022 Director Plan until they no longer serve as a non-employee director. As of the date of each annual shareholder meeting, the Company may grant each director a number of RSUs for such year and set the vesting schedule for the RSUs granted. Whether and how many RSUs the Company will grant to directors in any year is subject to the sole discretion of the Company and shall in any event be subject to the 2022 Director Plan’s overall share limits. The maximum aggregate number of shares of common stock that may be issued under the 2022 Directors Plan is 500 thousand shares. As of June 30, 2023, 466 thousand shares remain available to award under the 2022 Director Plan. The aggregate fair market value of shares underlying RSU compensation that may be issued as RSU compensation to a director in any year shall not exceed $170. In addition to the grant of RSUs, the 2022 Director Plan also provides for the deferral by electing participants of all or part of their cash compensation (in 10% increments) into a deferred cash account, and they may defer all or part of their cash and/or RSU compensation (in 10% increments) into a deferred RSU account. Deferred benefits are paid in a lump sum upon the applicable director’s departure from the Board of Directors.

Retirement Benefits

Lifeway has a defined contribution plan which is available to substantially all full-time employees. Under the terms of the plan, the Company matches employee contributions under a prescribed formula. For the six months ended June 30, 2023 and 2022 total contribution expense recognized in the consolidated statements of operations was $258 and $231, respectively. For the three months ended June 30, 2023 and 2022, total contribution expense recognized in the consolidated statements of operations was $108 and $102, respectively.

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Earnings Per Share

6 Months Ended

Jun. 30, 2023

Earnings (loss) per common share:

Earnings Per Share

Note 12 - Earnings Per Share

The following table summarizes the effects of the share-based compensation awards on the weighted average number of shares outstanding used in calculating diluted earnings (loss) per share: 

	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2023		2022		2023		2022
	(In thousands)
Weighted average common shares outstanding		14,654		15,466		14,649		15,450
Assumed exercise/vesting of equity awards		430		409		409		322
Weighted average diluted common shares outstanding		15,084		15,875		15,058		15,772

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Related Party Transactions

6 Months Ended

Jun. 30, 2023

Related Party Transactions [Abstract]

Related Party Transactions

Note 13 – Related Party Transactions

Consulting Services

Lifeway obtained consulting services from Ludmila Smolyansky, a member of the Company’s Board of Directors and former Chairperson of its Board of Directors. On January 4, 2022, the Company notified Ms. Smolyansky that it was terminating the amended and restated consultancy agreement effective January 17, 2022. Service fees earned are included in general and administrative expenses in the accompanying consolidated statements of operations and were $0 and $22 during each of the six months ended June 30, 2023 and 2022, respectively. Service fees earned are included in general and administrative expenses in the accompanying consolidated statements of operations and were $0 during each of the three months ended June 30, 2023 and 2022.

Endorsement Agreement

Lifeway was also a party to an endorsement agreement, dated as March 14, 2016, by and between the Company and Ludmila Smolyansky, a member of the Company’s Board of Directors and former Chairperson of its Board of Directors (the “Endorsement Agreement”) under which it paid the Chairperson a royalty based on the sale of certain Lifeway products, not to exceed $50 in any fiscal month.

On September 6, 2022, the Company entered into an agreement (the “Termination Agreement”) with Ms. Smolyansky that terminated the Endorsement Agreement as of September 6, 2022.

Pursuant to the Termination Agreement, the Company and Ms. Smolyansky have agreed, among other things, that (i) the Company paid Ms. Smolyansky a lump sum payment of $400, (ii) Ms. Smolyansky will no longer have any further claims against the Company under the Endorsement Agreement, and (iii) the Endorsement Agreement was terminated and of no further force or effect except for the provisions thereof that expressly survive termination.

Royalties earned were $0 and $300 during each of the six months ended June 30, 2023 and 2022, respectively. Royalties earned were $0 and $150 during each of the three months ended June 30, 2023 and 2022, respectively.

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Summary of Significant Accounting Policies (Policies)

6 Months Ended

Jun. 30, 2023

Accounting Policies [Abstract]

Use of estimates

Use of estimates

The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates made in preparing the consolidated financial statements include the reserve for promotional allowances, the valuation of goodwill and intangible assets, stock-based and incentive compensation, and deferred income taxes.

Cash and cash equivalents

Cash and cash equivalents

Lifeway considers cash and all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. Cash and cash equivalents are stated at cost, which approximates or equals fair value due to their short-term nature.

Lifeway from time to time may have bank deposits in excess of insurance limits of the Federal Deposit Insurance Corporation. The Company places its cash and cash equivalents with high credit quality financial institutions. Lifeway has not experienced any losses in such accounts and believes the financial risks associated with these financial instruments are minimal.

Customer concentration

Customer concentration

Sales are predominately to companies in the retail food industry located within the United States. Two major customers accounted for approximately 23% and 22% of net sales for the six months ended June 30, 2023 and 2022, respectively. Two major customers accounted for approximately 22% of net sales for the three months ended June 30, 2023 and 2022.

Advertising and promotional costs

Advertising and promotional costs

Lifeway expenses advertising costs as incurred and is reported in Selling expense in the Company’s consolidated statement of operations. Total advertising expense was $2,006 and $1,738 for the six months ended June 30, 2023 and 2022, respectively. Total advertising expense was $543 and $533 for the three months ended June 30, 2023 and 2022, respectively.

Segments

Segments

The Company is managed as a single reportable segment. The Chief Executive Officer, who is the Company’s Chief Operating Decision Maker (“CODM”), reviews financial information on an aggregate basis for purposes of allocating resources and assessing financial performance, as well as for making strategic operational decisions and managing the organization. Substantially all of Lifeway’s consolidated revenues relate to the sale of cultured dairy products that it produces using the same processes and materials and are sold to consumers through a common network of distributors and retailers in the United States.  

Recent accounting pronouncements

Recent accounting pronouncements

Adopted

In October 2021, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers. The new guidance provides a single comprehensive accounting model on revenue recognition for contracts with customers and requires that the acquirer in a business combination recognize and measure contract assets and liabilities acquired in a business combination in accordance with Topic 606 (Revenue from Contracts with Customers). The amendments in this ASU are effective for fiscal years beginning after December 15, 2022. The Company adopted this standard during the first quarter of 2023. The adoption did not have a material impact on the Company’s financial statements.

In March 2020, the FASB issued ASU No. 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting. The new guidance provides optional expedients and exceptions for applying U.S. GAAP to contracts, hedging relationships, and other transactions that reference LIBOR or another reference rate expected to be discontinued because of reference rate reform. The guidance will be effective prospectively as of March 12, 2020 through December 31, 2022 and interim periods within those fiscal years. The ASU was effective upon issuance and allowed companies to adopt the amendments on a prospective basis through December 31, 2024.

In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, in November 2018 issued an amendment, ASU 2018-19, Codification Improvements to Topic 326, Financial Instruments - Credit Losses, and in November 2019 issued two amendments, ASU 2019-10, Financial Instruments – Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842): Effective Dates, and ASU 2019-11, Codification Improvements to Topic 326, Financial Instruments – Credit Losses. The series of new guidance amends the impairment model by requiring entities to use a forward-looking approach based on expected losses rather than incurred losses to estimate credit losses on certain types of financial instruments, including trade receivables. This may result in the earlier recognition of allowances for losses. The guidance should be applied on either a prospective transition or modified-retrospective approach depending on the subtopic. The guidance is effective for annual periods beginning after December 15, 2022, including interim periods within those fiscal years, with early adoption permitted. The Company adopted this standard during the first quarter of 2023. The adoption did not have a material impact on the Company’s financial statements.

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Inventories, net (Tables)

6 Months Ended

Jun. 30, 2023

Inventory Disclosure [Abstract]

Schedule of inventories

	June 30, 2023		December 31, 2022
Ingredients	$	2,813	$	2,859
Packaging		3,091		3,233
Finished goods		3,766		3,539
Total inventories, net	$	9,670	$	9,631

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Property, Plant and Equipment, net (Tables)

6 Months Ended

Jun. 30, 2023

Property, Plant and Equipment [Abstract]

Schedule of property, plant and equipment

	June 30, 2023			December 31, 2022
Land	$	1,565		$	1,565
Buildings and improvements		19,422			19,341
Machinery and equipment		32,969			32,786
Vehicles		705			640
Office equipment		1,046			979
Construction in process		2,830			1,180
		58,537			56,491
Less accumulated depreciation		(36,838	)		(35,586	)
Total property, plant and equipment, net	$	21,699		$	20,905

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Goodwill and Intangible Assets (Tables)

6 Months Ended

Jun. 30, 2023

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of goodwill

	Total
Balance at December 31, 2022, before accumulated impairment loses	$	12,948
Accumulated impairment losses		(1,244	)
Balance at December 31, 2022	$	11,704
Balance at June 30, 2023	$	11,704

Schedule of finite-lived intangible assets

	June 30, 2023							December 31, 2022
	Gross					Net		Gross					Net
	Carrying		Accumulated			Carrying		Carrying		Accumulated			Carrying
	Amount		Amortization			Amount		Amount		Amortization			Amount
Recipes	$	44	$	(44	)	$	–	$	44	$	(44	)	$	–
Customer lists and other customer related intangibles		4,529		(4,529	)		–		4,529		(4,529	)		–
Customer relationship		3,385		(1,292	)		2,093		3,385		(1,212	)		2,173
Brand names		7,948		(2,873	)		5,075		7,948		(2,683	)		5,265
Formula		438		(438	)		–		438		(438	)		–
Total intangible assets, net	$	16,344	$	(9,176	)	$	7,168	$	16,344	$	(8,906	)	$	7,438

Schedule of estimated amortization expense on intangible assets

Year	Amortization
Six months ended December 31, 2023	$	270
2024	$	540
2025	$	540
2026	$	540
2027	$	540

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Accrued Expenses (Tables)

6 Months Ended

Jun. 30, 2023

Payables and Accruals [Abstract]

Schedule of accrued expenses

	June 30, 2023		December 31, 2022
Payroll and incentive compensation	$	3,237	$	2,925
Real estate taxes		432		394
Accrued utilities		218		121
Current portion of operating lease liabilities		63		70
Other		344		303
Total accrued expenses	$	4,294	$	3,813

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Debt (Tables)

6 Months Ended

Jun. 30, 2023

Debt Disclosure [Abstract]

Schedule of debt

	June 30, 2023			December 31, 2022
Term loan due August 18, 2026. Interest (7.10% at June 30, 2023) payable monthly.	$	3,250		$	3,750
Unamortized deferred financing costs		(20	)		(23	)
Total note payable		3,230			3,727
Less current portion		(1,250	)		(1,250	)
Total long-term portion	$	1,980		$	2,477

Schedule of maturities of long-term debt

Six months ended December 31, 2023	$	750
2024		1,000
2025		1,000
2026		500
Total term loan	$	3,250

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Leases (Tables)

6 Months Ended

Jun. 30, 2023

Leases

Schedule of future maturities of lease liabilities

Year	Operating Leases
Six months ended December 31, 2023	$	40
2024		67
2025		33
2026		10
2027		3
Thereafter		–
Total lease payments		153
Less: Interest		(17	)
Present value of lease liabilities	$	136

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Stock-based and Other Compensation (Tables)

6 Months Ended

Jun. 30, 2023

Share-Based Payment Arrangement [Abstract]

Schedule of stock option activity

	Options		Weighted average exercise price		Weighted average remaining contractual life		Aggregate intrinsic value
Outstanding at December 31, 2022		41	$	10.42		3.22	$	–
Granted		–		–		–		–
Exercised		–		–		–		–
Forfeited		–		–		–		–
Outstanding at June 30, 2023		41	$	10.42		2.72	$	–
Exercisable at June 30, 2023		41	$	10.42		2.72	$	–

Schedule of RSA Activity

	Restricted Stock Awards			Weighted Average Grant Date Fair Value
Outstanding at December 31, 2022		164		$	5.69
Granted		58			6.88
Shares issued upon vesting		–			–
Forfeited		(5	)		6.25
Outstanding at June 30, 2023		217		$	5.99
Vested and deferred at June 30, 2023		37		$	5.60

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Earnings Per Share (Tables)

6 Months Ended

Jun. 30, 2023

Earnings (loss) per common share:

Schedule of Weighted Average Number of Shares

	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2023		2022		2023		2022
	(In thousands)
Weighted average common shares outstanding		14,654		15,466		14,649		15,450
Assumed exercise/vesting of equity awards		430		409		409		322
Weighted average diluted common shares outstanding		15,084		15,875		15,058		15,772

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Summary of Significant Accounting Policies (Details Narrative) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Product Information [Line Items]
Advertising Expense	$ 543	$ 533	$ 2,006	$ 1,738
Revenue Benchmark [Member] | Two Customers [Member] | Customer Concentration Risk [Member]
Product Information [Line Items]
Concentration risk	22.00%	22.00%	23.00%	22.00%

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Inventories, net (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Inventory Disclosure [Abstract]
Ingredients	$ 2,813	$ 2,859
Packaging	3,091	3,233
Finished goods	3,766	3,539
Total inventories, net	$ 9,670	$ 9,631

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Property, Plant and Equipment, net (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 58,537	$ 56,491
Less accumulated depreciation	(36,838)	(35,586)
Total property, plant and equipment, net	21,699	20,905
Land [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, gross	1,565	1,565
Building and Building Improvements [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, gross	19,422	19,341
Machinery and Equipment [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, gross	32,969	32,786
Vehicles [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, gross	705	640
Office Equipment [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, gross	1,046	979
Construction in Progress [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 2,830	$ 1,180

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Goodwill and Intangible Assets (Details - Goodwill) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Goodwill and Intangible Assets Disclosure [Abstract]
Goodwill Before Impairment		$ 12,948
Goodwill, Impaired, Accumulated Impairment Loss		(1,244)
Goodwill	$ 11,704	$ 11,704

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Goodwill and Intangible Assets (Details - Finite lived) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	$ 16,344	$ 16,344
Accumulated Amortization	(9,176)	(8,906)
Net Carrying Amount	7,168	7,438
Recipes [Member]
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	44	44
Accumulated Amortization	(44)	(44)
Net Carrying Amount	0	0
Customer Lists And Other Customer Related Intangibles [Member]
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	4,529	4,529
Accumulated Amortization	(4,529)	(4,529)
Net Carrying Amount	0	0
Customer Relationships [Member]
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	3,385	3,385
Accumulated Amortization	(1,292)	(1,212)
Net Carrying Amount	2,093	2,173
Brand Names [Member]
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	7,948	7,948
Accumulated Amortization	(2,873)	(2,683)
Net Carrying Amount	5,075	5,265
Formula [Member]
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	438	438
Accumulated Amortization	(438)	(438)
Net Carrying Amount	$ 0	$ 0

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Goodwill and Intangible Assets (Details - Amortization expense on intangible assets) $ in Thousands	Jun. 30, 2023 USD ($)
Goodwill and Intangible Assets Disclosure [Abstract]
Six months ended December 31, 2023	$ 270
2024	540
2025	540
2026	540
2027	$ 540

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Accrued Expenses (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Payables and Accruals [Abstract]
Payroll and incentive compensation	$ 3,237	$ 2,925
Real estate taxes	432	394
Accrued utilities	218	121
Current portion of operating lease liabilities	63	70
Other	344	303
Total accrued expenses	$ 4,294	$ 3,813

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Debt (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Debt Disclosure [Abstract]
Term loan due August 18, 2026. Interest (7.10% at June 30, 2023) payable monthly.	$ 3,250	$ 3,750
Unamortized deferred financing costs	(20)	(23)
Total note payable	3,230	3,727
Less current portion	(1,250)	(1,250)
Total long-term portion	$ 1,980	$ 2,477

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Debt (Details - Maturities) $ in Thousands	Jun. 30, 2023 USD ($)
Debt Disclosure [Abstract]
Six months ended December 31, 2023	$ 750
2024	1,000
2025	1,000
2026	500
Total term loan	$ 3,250

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Debt (Details Narrative) $ in Thousands	6 Months Ended
	Jun. 30, 2023 USD ($)
Line of Credit Facility [Line Items]
Unused revolving line of credit fee	0.20%
Letter of credit fee percentage	0.20%
Revolving Credit Facility [Member]
Line of Credit Facility [Line Items]
Outstanding amount	$ 2,777
Available for future borrowings	$ 2,223
Credit line effective interest rate	7.14%
Revolving Credit Facility [Member] | Incremental Facility [Member]
Line of Credit Facility [Line Items]
Line of credit facility, expiration date	Jun. 30, 2025

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Leases (Details) $ in Thousands	Jun. 30, 2023 USD ($)
Leases
Six months ended December 31, 2023	$ 40
2024	67
2025	33
2026	10
2027	3
Thereafter	0
Total lease payments	153
Less: Interest	(17)
Present value of lease liabilities	$ 136

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Leases (Details Narrative) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Leases
Total lease expense	$ 30	$ 82	$ 61	$ 147
Weighted average remaining lease term	2 years 4 months 9 days		2 years 4 months 9 days
Weighted average discount rate	11.54%		11.54%
Operating lease liabilities	$ 21	$ 42	$ 46	$ 85

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Income taxes (Details Narrative) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Income Tax Disclosure [Abstract]
Effective Income Tax Rate Reconciliation, Percent	32.60%	35.30%	33.80%	14.50%
Unrecognized Tax Benefits	$ 0	$ 0	$ 0	$ 0

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Stock-based and Other Compensation (Details - Option Activity) - Equity Option [Member] - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	6 Months Ended	12 Months Ended
	Jun. 30, 2023	Dec. 31, 2022
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Options outstanding, beginning balance	41
Weighted average exercise price, options outstanding, beginning balance	$ 10.42
Weighted average remaining contractural life, outstanding ending	2 years 8 months 19 days	3 years 2 months 19 days
Aggregate intrinsic value, options outstanding beginning	$ 0
Options granted	0
Weighted average exercise price, options granted	$ 0
Options exercised	0
Weighted average exercise price, options exercised	$ 0
Options forfeited	0
Weighted average exercise price, options forfeited	$ 0
Options outstanding, ending balance	41	41
Weighted average exercise price, options outstanding, ending balance	$ 10.42	$ 10.42
Aggregate intrinsic value, options outstanding ending	$ 0	$ 0
Exercisable	41
Weighted average exercise price, Exercisable	$ 10.42
Weighted average remaining contractural life, exercisable	2 years 8 months 19 days
Aggregate intrinsic value, options exercisable	$ 0

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Stock-based and Other Compensation (Details - Restricted Stock Awards) - Restricted Stock Award [Member] shares in Thousands	6 Months Ended
	Jun. 30, 2023 $ / shares shares
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of shares outstanding, beginning | shares	164
Weighted average grant date fair value outstanding, beginning | $ / shares	$ 5.69
Granted | shares	58
Weighted average grant date fair value, granted | $ / shares	$ 6.88
Shares issued upon vesting | shares	0
Weighted average grant date fair value, shares issued upon vesting | $ / shares	$ 0
Forfeited | shares	(5)
Weighted average grant date fair value, forfeited | $ / shares	$ 6.25
Number of shares outstanding, ending | shares	217
Weighted average grant date fair value outstanding, ending | $ / shares	$ 5.99
Vested and deferred | shares	37
Weighted average grant date fair value, vested and deferred | $ / shares	$ 5.60

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Stock-based and Other Compensation (Details Narrative) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022	Aug. 31, 2022
Restricted Stock Award [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Share-based compensation	$ 98	$ 64	$ 202	$ 127
Restricted Stock [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Share-based compensation			686
Tax related benefits	28	17	$ 57	35
Share-Based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Period for Recognition			1 year 4 months 24 days
2020 CEO Award [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Share-based compensation	26	57	$ 69	142
Long-term equity-based incentive			750
Unearned compensation related to non-vested RSA's	60		60
Unearned compensation related to non-vested 2023	36		36
Unearned compensation related to non-vested 2024	24		24
Plan 2021 [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Share-based compensation	44	112	128	278
Long-term equity-based incentive			1,069
Unearned compensation related to non-vested RSA's	106		106
Unearned compensation related to non-vested 2023	66		66
Unearned compensation related to non-vested 2024	40		40
Plan 2022 [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Share-based compensation	127	0	240	0
Plan 2023 [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Share-based compensation	$ 16	0	$ 16	0
2015 Omnibus Incentive Plan [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of shares authorized for issuance	3,500,000		3,500,000
Omnibus 2022 Plan [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of shares authorized for issuance					3,250,000
Share-Based Compensation Arrangement by Share-Based Payment Award, Number of Shares Available for Grant	2,770,000		2,770,000
2022 Director Plan [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Share-Based Compensation Arrangement by Share-Based Payment Award, Number of Shares Available for Grant	466,000		466,000
Defined Contribution Plan [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Contribution expense	$ 108	$ 102	$ 258	$ 231

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Schedule of Weighted Average Number of Shares (Details) - shares shares in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Earnings (loss) per common share:
Weighted average common shares outstanding	14,654	15,466	14,649	15,450
Assumed exercise/vesting of equity awards	430	409	409	322
Weighted average diluted common shares outstanding	15,084	15,875	15,058	15,772

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Related Party Transactions (Details Narrative) - Ludmila Smolyansky [Member] - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Related Party Transaction [Line Items]
Other General and Administrative Expense	$ 0	$ 0	$ 0	$ 22
Royalty Expense	$ 0	$ 150	$ 0	$ 300