Lifeway Foods, Inc. 10-Q

Table of Contents 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, 2022 ☐ 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 and post 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 September 19, 2022: 15,496,859 . 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. 18 Item 3. Quantitative and Qualitative Disclosures About Market Risk. 25 Item 4. Controls and Procedures. 25 PART II – OTHER INFORMATION Item 1. Legal Proceedings. 26 Item 1A. Risk Factors. 26 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds. 26 Item 3. Defaults Upon Senior Securities. 26 Item 5. Other Information. 26 Item 6. Exhibits. 26 Signatures. 27 2 PART I – FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS. LIFEWAY FOODS, INC. AND SUBSIDIARIES Consolidated Balance Sheets June 30, 2022 and December 31, 2021 (In thousands) June 30, 2022 December 31, Unaudited 2021 Current assets Cash and cash equivalents $ 6,494 $ 9,233 Accounts receivable, net of allowance for doubtful accounts and discounts & allowances of $ 1,220 and $ 1,170 at June 30, 2022 and December 31, 2021 respectively 10,354 9,930 Inventories, net 8,436 8,285 Prepaid expenses and other current assets 1,100 1,254 Refundable income taxes 784 344 Total current assets 27,168 29,046 Property, plant and equipment, net 20,595 20,130 Operating lease right-of-use asset 179 216 Goodwill 11,704 11,704 Intangible assets, net 7,708 7,978 Other assets 1,800 1,800 Total assets $ 69,154 $ 70,874 Current liabilities Current portion of note payable $ 1,000 $ 1,000 Accounts payable 6,859 6,614 Accrued expenses 3,166 3,724 Accrued income taxes – 725 Total current liabilities 11,025 12,063 Line of credit 2,777 2,777 Note payable 2,973 3,470 Operating lease liabilities 86 85 Deferred income taxes, net 3,201 3,201 Other long-term liabilities – 147 Total liabilities 20,062 21,743 Commitments and contingencies – – Stockholders' equity Preferred stock, no par value; 2,500 shares authorized; no shares issued or outstanding at June 30, 2022 and December 31, 2021 – – Common stock, no par value; 40,000 shares authorized; 17,274 shares issued; 15,473 and 15,435 outstanding at June 30, 2022 and December 31, 2021, respectively 6,509 6,509 Paid-in capital 3,008 2,552 Treasury stock, at cost ( 13,156 ) ( 13,436 ) Retained earnings 52,731 53,506 Total stockholders' equity 49,092 49,131 Total liabilities and stockholders' equity $ 69,154 $ 70,874 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, 2022 and 2021 (Unaudited) (In thousands, except per share data) Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Net sales $ 33,491 $ 29,162 $ 67,590 $ 58,538 Cost of goods sold 27,207 20,846 55,070 41,358 Depreciation expense 587 639 1,243 1,454 Total cost of goods sold 27,794 21,485 56,313 42,812 Gross profit 5,697 7,677 11,277 15,726 Selling expenses 2,482 2,566 5,684 5,788 General and administrative 2,839 2,617 6,131 5,508 Amortization expense 135 – 270 – Total operating expenses 5,456 5,183 12,085 11,296 Income from operations 241 2,494 ( 808 ) 4,430 Other income (expense): Interest expense ( 52 ) ( 20 ) ( 94 ) ( 42 ) Gain on investments – – – 2 Loss on sale of property and equipment – ( 76 ) – ( 83 ) Other (expense) income, net ( 4 ) ( 49 ) ( 5 ) ( 59 ) Total other income (expense) ( 56 ) ( 145 ) ( 99 ) ( 182 ) Income before provision for income taxes 185 2,349 ( 907 ) 4,248 Provision for income taxes 65 731 ( 132 ) 1,324 Net income $ 120 $ 1,618 $ ( 775 ) $ 2,924 Earnings (loss) per common share: Basic $ 0.01 $ 0.10 $ ( 0.05 ) $ 0.19 Diluted $ 0.01 $ 0.10 $ ( 0.05 ) $ 0.19 Weighted average common shares: Basic 15,466 15,639 15,450 15,622 Diluted 15,875 15,793 15,772 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, 2021 17,274 $ 6,509 ( 1,669 ) $ ( 12,450 ) $ 2,600 $ 50,195 $ 46,854 Stock-based compensation – – – – 64 – 64 Net income – – – – – 1,306 1,306 Balance, March 31, 2021 17,274 $ 6,509 ( 1,669 ) $ ( 12,450 ) $ 2,664 $ 51,501 $ 48,224 Issuance of common stock in connection with stock-based compensation – – 45 339 ( 463 ) – ( 124 ) Stock-based compensation – – – – 287 – 287 Net income – – – – – 1,618 1,618 Balance, June 30, 2021 17,274 $ 6,509 ( 1,624 ) $ ( 12,111 ) $ 2,488 $ 53,119 $ 50,005 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 income – – – – – ( 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 loss – – – – – 120 120 Balance, June 30, 2022 17,274 $ 6,509 ( 1,801 ) $ ( 13,156 ) $ 3,008 $ 52,731 $ 49,092 See accompanying notes to consolidated financial statements 5 LIFEWAY FOODS, INC. AND SUBSIDIARIES Consolidated Statements of Cash Flows (Unaudited) (In thousands) Six months ended June 30, 2022 2021 Cash flows from operating activities: Net (loss) income $ ( 775 ) $ 2,924 Adjustments to reconcile net (loss) income to operating cash flow: Depreciation and amortization 1,513 1,454 Non-cash interest expense 3 9 Non-cash rent expense – 51 Bad debt expense – ( 1 ) Deferred revenue ( 15 ) ( 15 ) Stock-based compensation 547 301 Loss on sale of property and equipment – 83 (Increase) decrease in operating assets: Accounts receivable ( 424 ) ( 1,154 ) Inventories ( 151 ) ( 361 ) Refundable income taxes ( 440 ) ( 323 ) Prepaid expenses and other current assets 154 255 Increase (decrease) in operating liabilities: Accounts payable 246 ( 305 ) Accrued expenses ( 462 ) 1,276 Accrued income taxes ( 725 ) ( 547 ) Net cash (used in) provided by operating activities ( 529 ) 3,647 Cash flows from investing activities: Purchases of property and equipment ( 1,710 ) ( 1,161 ) Net cash used in investing activities ( 1,710 ) ( 1,161 ) Cash flows from financing activities: Repayment of note payable ( 500 ) – Net cash used in financing activities ( 500 ) – Net (decrease) increase in cash and cash equivalents ( 2,739 ) 2,486 Cash and cash equivalents at the beginning of the period 9,233 7,926 Cash and cash equivalents at the end of the period $ 6,494 $ 10,412 Supplemental cash flow information: Cash paid for income taxes, net $ 640 $ 2,194 Cash paid for interest $ 88 $ 33 Non-cash investing activities Increase (decrease) in right-of-use assets and operating lease obligations $ 36 $ 27 See accompanying notes to consolidated financial statements 6 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, 2021. 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. Restatement of Previously Issued Consolidated Financial Statements As previously disclosed in Note 1 to the Company’s consolidated financial statements included in the 2021 Form 10-K, the Company identified past errors in the accounting for deferred income tax liabilities and goodwill that resulted from a 2009 acquisition when preparing the 2021 consolidated financial statements. In the 2021 Form 10-K, the Company restated its historical consolidated financial statements to properly reflect the impact of the 2009 acquisition, which resulted in adjustments to goodwill and deferred income tax liabilities in the affected periods. The consolidated financial statements for the three and six months ended June 30, 2021 included in this Quarterly Report on Form 10-Q have been similarly restated to reflect the correction of these errors and should be read in conjunction with Notes 1 and 17 to the Company’s consolidated financial statements included in the 2021 Form 10-K. Note 2 – Summary of Significant Accounting Policies A detailed description of our significant accounting policies can be found in the Annual Report on Form 10-K for the fiscal year ended December 31, 2021. 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 The Company has $ 580 of restricted cash which is included in cash and cash equivalents as of June 30, 2022. The restricted cash balance represents escrow funds deposited by Lifeway in connection with the August 18, 2021 acquisition of certain assets of GlenOaks Farms, Inc. The funds are security for the liability and indemnity obligations of seller as defined under the asset purchase agreement. The funds will remain in escrow for twelve months from the acquisition closing date, at which time the funds, less any amounts for outstanding seller obligations, will be remitted to the sellers. 7 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 $ 1,738 and $ 2,166 for the six months ended June 30, 2022 and 2021, respectively. For the three months ended June 30, 2022 and 2021 total advertising expenses were $ 533 and $ 773 , 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 Issued by not yet effective 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. Early adoption is permitted, including adoption in an interim period. With early adoption, the amendments are applied retrospectively to all business combinations for which the acquisition date occurs on or after the beginning of the fiscal year that includes the interim period of adoption and prospectively to all business combinations that occur on or after the date of initial application. Management is evaluating the impact of the new guidance and does not currently expect the adoption of this ASU to have a material impact on its consolidated 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. Management is evaluating the impact of the new guidance and does not currently expect the adoption of this ASU to have a material impact on its consolidated financial statements. 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. Management is currently evaluating the impact that the new guidance and does not currently expect the adoption of this ASU to have a material impact on its consolidated financial statements. 8 Note 3 – Inventories, net Inventories consisted of the following: Schedule of inventories June 30, 2022 December 31, 2021 Ingredients $ 2,220 $ 2,279 Packaging 2,707 2,723 Finished goods 3,509 3,283 Total inventories $ 8,436 $ 8,285 Note 4 – Property, Plant and Equipment, net Property, plant and equipment consisted of the following: Schedule of property, plant and equipment June 30, 2022 December 31, 2021 Land $ 1,565 $ 1,565 Buildings and improvements 18,079 17,920 Machinery and equipment 32,620 32,073 Vehicles 640 640 Office equipment 900 900 Construction in process 1,360 417 55,164 53,515 Less accumulated depreciation ( 34,569 ) ( 33,385 ) Total property, plant and equipment, net $ 20,595 $ 20,130 Note 5 – Goodwill and Intangible Assets Goodwill Goodwill consisted of the following: Schedule of goodwill Total Balance at December 31, 2021, before accumulated impairment loses $ 12,948 Accumulated impairment losses ( 1,244 ) Balance at December 31, 2021 $ 11,704 Balance at June 30, 2022 $ 11,704 9 Intangible Assets Other intangible assets, net consisted of the following: Schedule of finite-lived intangible assets June 30, 2022 December 31, 2021 Gross Net Gross Net Carrying Accumulated Carrying Carrying Accumulated Carrying Amount Amortization Amount Amount Amortization Amount Intangible assets with finite lives: Recipes $ 44 $ ( 44 ) $ – $ 44 $ ( 44 ) $ – Customer lists and other customer related intangibles 4,529 ( 4,529 ) – 4,529 ( 4,529 ) – Customer relationship 3,385 ( 1,132 ) 2,253 3,385 ( 1,052 ) 2,333 Brand names 7,948 ( 2,493 ) 5,455 4,248 ( 2,303 ) 1,945 Formula 438 ( 438 ) – 438 ( 438 ) – Total finite lived intangible assets $ 16,344 $ ( 8,636 ) $ 7,708 $ 12,644 $ ( 8,366 ) $ 4,278 Intangible assets with indefinite lives: Brand names (1) $ – $ – $ – $ 3,700 $ – $ 3,700 Total intangible assets $ 16,344 $ ( 8,636 ) $ 7,708 $ 16,344 $ ( 8,366 ) $ 7,978 (1) During the fourth quarter of 2021, the Company completed an assessment of the useful life of its one indefinite-lived brand name intangible asset and determined that it should adjust the estimated useful life from an indefinite length to 15 years. The change in accounting estimate was effective January 1, 2022, at which time the Company began amortizing the intangible asset over 15 years. The cost and accumulated amortization is included in Brand Names in the intangible assets with finite lives in the table above as of January 1, 2022. The Company has reclassified the $3,700 net book value as of December 31, 2021 from goodwill to finite lived intangible assets to conform the presentation as of June 30, 2022. Estimated amortization expense on intangible assets for the next five years is as follows: Schedule of amortization expense on intangible assets Year Amortization Six months ended December 31, 2022 $ 270 2023 $ 540 2024 $ 540 2025 $ 540 2026 $ 540 Note 6 – Accrued Expenses Accrued expenses consisted of the following: Schedule of accrued expenses June 30, 2022 December 31, 2021 Payroll and incentive compensation $ 2,305 $ 2,951 Real estate taxes 415 359 Current portion of operating lease liabilities 93 131 Other 353 283 Total accrued expenses $ 3,166 $ 3,724 10 Note 7 – Debt Note payable consisted of the following: Schedule of debt June 30, 2022 December 31, 2021 Term loan due August 18, 2026. Interest (3.55% at June 30, 2022) payable monthly. $ 4,000 $ 4,500 Unamortized deferred financing costs ( 27 ) ( 30 ) Total note payable 3,973 4,470 Less current portion ( 1,000 ) ( 1,000 ) Total long-term portion $ 2,973 $ 3,470 The scheduled maturities of the term loan, excluding deferred financing costs, at June 30, 2022 are as follows: Schedule of maturities of long-term debt Six months ended December 31, 2022 $ 500 2023 1,000 2024 1,000 2025 1,000 2026 500 Total term loan $ 4,000 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 %. 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, 2022. 11 Revolving Credit Facility As of June 30, 2022, 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, 2022. Lifeway’s interest rate on debt outstanding under the Revolving Credit Facility as of June 30, 2022 was 3.07 %. 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. Some of its leases include options to extend the leases for up to 5 years and have been included in our 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 obtain substantially all the economic benefits of the asset. 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 $ 147 and $ 169 (including short term leases) for the six months ended June 30, 2022 and 2021, respectively. Total lease expense was $ 82 and $ 91 (including short term leases) for the three months ended June 30, 2022 and 2021, respectively. 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. Future maturities of lease liabilities were as follows: Future maturities of lease liabilities Year Operating Leases Six months ended June 30, 2022 $ 77 2023 63 2024 46 2025 22 2026 6 Thereafter – Total lease payments 214 Less: Interest ( 35 ) Present value of lease liabilities $ 179 The weighted-average remaining lease term for its operating leases was 2.39 years as of June 30, 2022. The weighted average discount rate of its operating leases was 13.33 % as of June 30, 2022. Cash paid for amounts included in the measurement of lease liabilities was $ 85 and $ 107 for the six months ended June 30, 2022 and 2021, respectively. Cash paid for amounts included in the measurement of lease liabilities was $ 42 and $ 52 for the three months ended June 30, 2022 and 2021, respectively. 12 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 14.5 % and 31.2 % for the six months ended June 30, 2022 and 2021, respectively. The effective tax rate for the three months ended June 30, 2022 was 35.3 % compared to 31.1 % for the three months ended June 30, 2022. The Company has historically calculated the provision for income taxes during interim reporting periods by applying an estimate of the annual effective tax rate for the full fiscal year income, excluding unusual or infrequently occurring discrete items, for the reporting period. In accordance with the authoritative guidance, the Company used a discrete effective tax rate method to calculate income taxes for the quarter and year to date periods ended June 30, 2022 because small changes in the estimated level and mix of annual income or loss by jurisdiction would result in significant changes in the estimated annual effective tax rate making the historical method unreliable. 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. Unrecognized tax benefits were $ 0 and $ 97 at June 30, 2022 and 2021, respectively. The Company settled its one unrecognized tax benefit during the quarter ended March 31, 2022. The Company does not expect material changes to its unrecognized tax benefits during the next twelve months. However, the outcome of tax audits cannot be predicted with certainty. If a tax audit is resolved in a manner inconsistent with its expectations, the Company could be required to adjust its provision for income taxes in the period such resolution occurs. Note 11 – Stock-based and Other Compensation 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, 2022, 3.248 million shares remain available under the Omnibus Incentive Plan. While the Company plans to continue to issue awards pursuant to the Plan at least annually, it may choose to suspend the issuance of new awards in the future and may grant additional awards at any time including issuing special grants of restricted stock, restricted stock units, and stock options to attract and retain new and existing executives. 13 Stock Options The following table summarizes stock option activity during the six months ended June 30, 2022: Schedule of stock option activity Options Weighted average exercise price Weighted average remaining contractual life Aggregate intrinsic value Outstanding at December 31, 2021 41 $ 10.42 4.22 $ – Granted – – – – Exercised – – – – Forfeited – – – – Outstanding at June 30, 2022 41 $ 10.42 3.72 $ – Exercisable at June 30, 2022 41 $ 10.42 3.72 $ – As of December 31, 2019, all outstanding options were vested and there was no remaining unearned compensation expense. 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 equal to the Company’s closing stock price on the grant date. Lifeway expenses RSAs over the service period. Board members may elect to defer receipt of their awards until their departure from the Board of Directors, subject to shareholder ratification at the 2022 annual shareholders meeting. The following table summarizes RSA activity during the six months ended June 30, 2022. Schedule of RSA Activity Restricted Stock Awards Weighted Average Grant Date Fair Value Outstanding at December 31, 2021 94 $ 4.50 Granted 1 5.60 Shares issued upon vesting ( 5 ) 3.65 Forfeited – – Outstanding at June 30, 2022 90 $ 4.52 Vested and deferred at June 30, 2022 35 $ 5.60 For the six months ended June 30,2022 and 2021 total pre-tax stock-based compensation expense recognized in the consolidated statements of operations was $ 127 and $ 69 , respectively. For the six months ended June 30,2022 and 2021 tax-related benefits of $ 35 and $ 20 , respectively, were also recognized. For the three months ended June 30, 2022 and 2021 total pre-tax stock-based compensation expense recognized in the consolidated statements of operations was $ 64 and $ 33 , respectively. For the three months ended June 30, 2022 and 2021 tax-related benefits of $ 17 and $ 9 , respectively, were also recognized. Future compensation expense related to restricted stock awards was $ 72 as of June 30, 2022 and will be recognized on a weighted average basis over the next 1.20 years. 14 Long-Term Incentive Plan Compensation Lifeway established long-term incentive-based compensation programs for fiscal year 2019 (the “2019 Plan”) and for fiscal year 2021 (the “2021 Plan”) for certain senior executives and key employees (the “participants”). The 2019 Plan long-term equity incentive compensation is based on Lifeway’s achievement of four strategic milestones over a three-year period from Fiscal 2019 through Fiscal 2021. The 2021 Plan long-term incentive compensation is based on Lifeway’s achievement of adjusted EBITDA performance versus the respective target established by the Board for 2021. 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, 2022 and 2021, $ 142 and $ 170 was expensed as stock-based compensation expense in the consolidated statements of operations, respectively. For the three months ended June 30, 2022 and 2021, $ 57 and $ 80 was expensed as stock-based compensation expense in the consolidated statements of operations, respectively. As of June 30, 2022, the total remaining unearned compensation was $ 217 , of which $ 87 will be recognized in 2022, $ 106 in 2023, $ 24 in 2024, respectively, subject to vesting. During Q2 2021, the number of shares awarded became fixed and determinable. Therefore, the award liability was reclassified from long-term liabilities to paid in capital. 2021 Equity Award Under the 2021 Plan, collectively the participants can earn equity-based incentive compensation in amounts ranging from $ 0 to $ 1,069 depending on Lifeway’s achievement of the respective financial target. The equity-based incentive compensation is payable in restricted stock that is expected to vest one-third in March 2022, one-third in March 2023, and one-third in March 2024. For the six months ended June 30, 2022 and 2021, $ 278 and $ 0 was expensed as stock-based compensation expense in the consolidated statements of operations, respectively. For the three months ended June 30, 2022 and 2021, $ 112 and $ 0 was expensed as stock-based compensation expense in the consolidated statements of operations, respectively. As of June 30, 2022, the total remaining unearned compensation was $ 404 , of which $ 171 will be recognized in 2022, $ 194 in 2023, $ 39 in 2024, respectively, subject to vesting. During Q2 2022, the number of shares awarded became fixed and determinable. Therefore, the award liability was reclassified from long-term liabilities to paid in capital. 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, 2022 and 2021 total contribution expense recognized in the consolidated statements of operations was $ 231 and $ 218 , respectively. For the three months ended June 30, 2022 and 2021 total contribution expense recognized in the consolidated statements of operations was $ 102 and $ 105 , respectively. Note 12 – Products and Customers Lifeway’s primary product is drinkable kefir. 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. 15 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. Net sales by product category were as follows for the six months ended June 30: Schedule of sales of products by category 2022 2021 $ % $ % Drinkable Kefir other than ProBugs $ 52,482 78 % $ 48,373 82 % Cheese 6,022 9 % 6,221 11 % Cream and other 3,564 5 % 1,691 3 % Drinkable yogurt 3,077 5 % – 0 % ProBugs Kefir 1,599 2 % 1,431 2 % Other dairy 846 1 % 822 2 % Net Sales $ 67,590 100 % $ 58,538 100 % Net sales of products by category were as follows for the three months ended June 30: 2022 2021 $ % $ % Drinkable Kefir other than ProBugs $ 26,120 78 % $ 24,170 82 % Cheese 2,998 9 % 3,022 11 % Cream and other 1,596 5 % 828 3 % Drinkable yogurt 1,526 5 % – – ProBugs Kefir 817 2 % 751 2 % Other dairy 434 1 % 391 2 % Net Sales $ 33,491 100 % $ 29,162 100 % Significant Customers – Sales are predominately to companies in the retail food industry located within the United States. Two major customers accounted for approximately 22 % of net sales for the six months ended June 30, 2022 and 2021. Two major customers accounted for approximately 22 % and 23 % of net sales for the three months ended June 30, 2022 and 2021, respectively. Note 13 – Related Party Transactions Lifeway obtains consulting services from the Chairperson of its Board of Directors. On December 28, 2020, Lifeway entered into an amended and restated consulting agreement (the “Agreement”), effective as of December 31, 2020, with the Chairperson. Under the terms and conditions of the Agreement, the Chairperson will continue to provide consulting services with respect to, among other things, the Company’s business strategy, international expansion and product management and expansion. For the services, the Company will pay an annual service fee of $ 500 . The Chairperson will also be eligible for an annual performance fee target of $ 500 based on the achievement of specified performance criteria. The Chairpersons annual service fee and target bonus amounts are subject to periodic change by the Compensation Committee of the Company’s Board of Directors on 30 days’ prior written notice to the Chairperson. The Agreement shall continue until either party provides at least a 10-day written notice of termination. 16 On January 4, 2022, the Company notified the Chairperson that it was terminating the agreement effective January 17, 2022. The Chairperson will continue as Chairperson of the Board of Directors. Service fees earned are included in general and administrative expenses in the accompanying consolidated statements of operations and were $ 22 and $ 250 during each of the six months ended June 30, 2022 and 2021, respectively. Service fees earned are included in general and administrative expenses in the accompanying consolidated statements of operations and were $ 0 and $ 125 during each of the three months ended June 30, 2022 and 2021, respectively. Lifeway is 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 pays the Chairperson a royalty based on the sale of certain Lifeway products, not to exceed $ 50 in any fiscal month. Royalties earned are included in selling expenses in the accompanying consolidated statements of operations and were $ 300 during each of the six months ended June 30, 2022 and 2021. Royalties earned were $ 150 during each of the three months ended June 30, 2022 and 2021. Note 14 – Subsequent Events On September 6, 2022, the Company entered into an agreement (the “Termination Agreement”) with Ludmila Smolyansky to terminate the Endorsement Agreement. Pursuant to the Termination Agreement, the Company and Ms. Smolyansky have agreed, among other things, that (i) the Company will pay Ms. Smolyansky a lump sum payment of $400,000, (ii) Ms. Smolyansky will no longer have any further claims against the Company under the Endorsement Agreement, and (iii) the Endorsement Agreement was terminated as of September 6, 200 and of no further force or effect except for the provisions thereof that expressly survive termination. 17 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, 2021 (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: · The actions of our competitors and customers, including those related to price competition; · The decisions of customers or consumers; · Our ability to successfully implement our business strategy; · Changes in the pricing of commodities · The effects of government regulation; · The impact of the COVID-19 outbreak on our business, suppliers, consumers, customers, and employees; · Disruptions to our supply chain, or our manufacturing and distribution capabilities, including those due to cybersecurity threats and the COVD-19 outbreak; 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, 2021 and that are described from time to time in our filings with the SEC. 18 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. Recent Developments COVID-19 Pandemic Impact We have seen increased customer and consumer demand for our products during the pandemic as consumers increased their food purchases for in-home consumption. 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 capacity available at all locations and does not anticipate manufacturing or staffing disruptions in the near term. However, the COVID-19 pandemic, or any future pandemic, may limit the availability of, or increase the cost of, employees, ingredients, packaging and other inputs necessary to produce our products, and our operations may be negatively impacted. In 2022, our costs increased primarily due to inflationary price increases of milk, other ingredients, packaging materials, and transportation to our customers. However, because of market conditions or for competitive reasons, our pricing actions may sometimes lag input cost changes, or we may not be able to pass along the full effect of increases in raw materials and other input costs as we incur them. During 2022, social distancing, shelter-in-place and work-from-home mandates and recommendations have continued to be reduced or eliminated. The increased customer demand for our products as consumers increased their at-home consumption and e-commerce purchasing during the COVID-19 pandemic may change or decrease due to the decrease in social distancing and stay-at-home and work-from-home mandates and recommendations. We are unable to predict the nature and timing of when such change may occur, if at all. 19 Results of Operations Three Months Ended June 30, 2022 Compared to Three Months Ended June 30, 2021 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, 2022 2021 $ % $ % Net sales 33,491 100.0% 29,162 100.0% Cost of goods sold 27,207 81.2% 20,846 71.5% Depreciation expense 587 1.8% 639 2.2% Total cost of goods sold 27,794 83.0% 21,485 73.7% Gross profit 5,697 17.0% 7,677 26.3% Selling expenses 2,482 7.4% 2,566 8.8% General & administrative expenses 2,839 8.5% 2,617 9.0% Amortization expense 135 0.4% – 0.0% Total operating expenses 5,456 16.3% 5,183 17.8% Income from operations 241 0.7% 2,494 8.6% Other (expense) income: Interest expense (52 ) (0.2% ) (20 ) (0.1% ) Loss on sales or property and equipment – 0.0% (76 ) (0.2% ) Other (expense) income, net (4 ) 0.0% (49 ) (0.2% ) Total other (expense) income (56 ) (0.2% ) (145 ) (0.5% ) Income before provision for income taxes 185 0.5% 2,349 8.1% Provision for income taxes 65 0.2% 731 2.5% Net income 120 0.3% 1,618 5.5% 20 Net Sales Net sales finished at $33,491 for the three-month period ended June 30, 2022, an increase of $4,329 or 14.8% versus prior year. The net sales increase was primarily driven by higher volumes of our branded drinkable kefir and the impact of price increases implemented during the first quarter of 2022, and to a lesser extent the favorable impact of our acquisition of GlenOaks Farms during the third quarter of 2021. Gross Profit Gross profit as a percentage of net sales was 17.0% during the three-month period ended June 30, 2022. Gross profit percentage was 26.3% in the prior year. The decrease versus the prior year was primarily due to the unfavorable impact of milk pricing, and to a lesser extent the increased pricing of freight and other inputs, partially offset by the decrease in depreciation expense. We expect to see continued pressure in milk pricing and other input costs during the fiscal year 2022. Selling Expenses Selling expenses decreased by $84 to $2,482 during the three-month period ended June 30, 2022 from $2,566 during the same period in 2021. General and Administrative Expenses General and administrative expenses increased $222 to $2,839 during the three-month period ended June 30, 2022 from $2,617 during the same period in 2021. The increase is primarily a result of increased legal and professional fees, which includes expense related to the fiscal year 2020 Form 10-K restatement, partially offset by lower consulting expense to our Chairperson of the Board of Directors. Provision for Income Taxes The provision for income taxes was $65 and $731 during the three months ended June 30, 2022 and 2021, respectively. The effective income tax rate for the three months ended June 30, 2022 was 35.3% compared to 31.1% in the same period last year. The statutory Federal and state tax rates remained consistent from 2021 to 2022. 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 2022, the percentage effect is different due to the difference in pre-tax (loss) income in 2022 compared to 2021. 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. 21 Six Months Ended June 30, 2022 Compared to Six Months Ended June 30, 2021 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, 2022 2021 $ % $ % Net sales 67,590 100.0% 58,538 100.0% Cost of goods sold 55,070 81.5% 41,358 70.7% Depreciation expense 1,243 1.8% 1,454 2.4% Total cost of goods sold 56,313 83.3% 42,812 73.1% Gross profit 11,277 16.7% 15,726 26.9% Selling expenses 5,684 8.4% 5,788 9.9% General & administrative expenses 6,131 9.1% 5,508 9.4% Amortization expense 270 0.4% – 0.0% Total operating expenses 12,085 17.9% 11,296 19.3% (Loss) income from operations (808 ) (1.2% ) 4,430 7.6% Other (expense) income: Interest expense (94 ) (0.1% ) (42 ) (0.1% ) Gain on investment – 2 0.0% Loss on sales or property and equipment – 0.0% (83 ) (0.1% ) Other (expense) income, net (5 ) 0.0% (59 ) (0.1% ) Total other (expense) income (99 ) (0.1% ) (182 ) (0.3% ) (Loss) income before provision for income taxes (907 ) (1.3% ) 4,248 7.3% (Benefit) provision for income taxes (132 ) (0.2% ) 1,324 2.3% Net (loss) income (755 ) (1.1% ) 2,924 5.0% Net Sales Net sales finished at $67,590 for the six-month period ended June 30, 2022, an increase of $9,052 or 15.5% versus prior year. The net sales increase was primarily driven by higher volumes of our branded drinkable kefir and the impact of price increases implemented during the quarter, and to a lesser extent the favorable impact of our acquisition of GlenOaks Farms during the third quarter of 2021. 22 Gross Profit Gross profit as a percentage of net sales was 16.7% during the six-month period ended June 30, 2022. Gross profit percentage was 26.9% in the prior year. The decrease versus the prior year was primarily due to the unfavorable impact of milk pricing, and to a lesser extent the increased pricing of freight and other inputs, partially offset by the decrease in depreciation expense. We expect to see continued pressure in milk pricing and other input costs during the fiscal year 2022. Selling Expenses Selling expenses decreased by $104 to $5,684 during the six-month period ended June 30, 2022 from $5,788 during the same period in 2021. General and Administrative Expenses General and administrative expenses increased $623 to $6,131 during the six-month period ended June 30, 2022 from $5,508 during the same period in 2021. The increase is primarily a result of increased legal and professional fees, which includes expense related to the fiscal year 2020 Form 10-K restatement, partially offset by lower consulting expense to our Chairperson of the Board of Directors. Provision for Income Taxes The provision for income taxes was $(132) and $1,324 during the six months ended June 30, 2022 and 2021, respectively. The effective income tax rate for the six months ended June 30, 2022 was 14.5% compared to 31.2% in the same period last year. The statutory Federal and state tax rates remained consistent from 2021 to 2022. 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 2022, the percentage effect is different due to the difference in pre-tax (loss) income in 2022 compared to 2021. 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. If additional borrowings are needed, $2,223 was available under the Revolving Credit Facility as of June 30, 2022 (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. 23 The Company’ 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). Given the dynamic nature of COVID-19, we will continue to assess our liquidity needs while continuing to manage our discretionary spending and investment strategies. The ultimate impact that the COVID-19 pandemic or any future pandemic or disease outbreak will have on our business and our consolidated results of operations is uncertain. Cash Flow The following table is derived from our Consolidated Statement of Cash Flows: Six Months Ended June 30, 2022 2021 Net cash (used in) provided by operating activities $ (529 ) $ 3,647 Net cash used in investing activities $ (1,710 ) $ (1,161 ) Net cash used in financing activities $ (500 ) $ – Operating Activities Net cash used in operating activities was $529 during the six-month period ended June 30, 2022 compared to net cash provided by operating activities of $3,647 in the same period in 2021. The decrease was primarily due to lower cash earnings, which reflect the impact of input and freight cost inflation in 2022, and the change in working capital. Investing Activities Net cash used in investing activities was $1,710 during the six-month period ended June 30, 2022 compared to $1,161 in the same period in 2021. The increase in cash used reflects higher capital spending. 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, 2022 compared to net cash provided by financing activities of $0 in the same period in 2021. The increase in cash used relates to quarterly principal payments under the term loan entered into during August 2021 in connection with the acquisition of GlenOaks Farms, Inc. Debt Obligations As of June 30, 2022, 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, 2022. 24 The Company had $3,973 outstanding under the note payable, net of $27 of unamortized deferred financing fees, as of June 30, 2022, The Company’s interest rate on debt outstanding under the revolving line of credit and note payable as of June 30, 2022 was 3.07% and 3.55%, respectively. The Company is in compliance with all applicable financial debt covenants as of June 30, 2022. 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, 2021. There were no material changes to the Company’s critical accounting policies and estimates in the six months ended June 30, 2022, except for the change in estimated useful life of one brand name intangible asset which is disclosed in Note 5 – Goodwill and Intangible assets. 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, 2022. Based on this evaluation, our CEO and CFO concluded that our disclosure controls and procedures were effective as of June 30, 2022. Changes in Internal Control over Financial Reporting As previously disclosed under “Item 9A—Controls and Procedures” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2021, we concluded that our internal control over financial reporting was not effective based on the material weakness identified. Our remediation efforts were ongoing during the three months ended June 30, 2022. Remediation generally requires making changes to how controls are designed and implemented and then adhering to those changes for a sufficient period of time such that the effectiveness of those changes is demonstrated with an appropriate amount of consistency. We have continued to emphasize the importance of, and monitor the sustained compliance with, the execution of our internal controls over financial reporting. The Company has continued to work with its third-party service provider to ensure that our accounting and reporting for income taxes is accurate. If not remediated the deficiency could result in material misstatements to our consolidated financial statements. Other than as described in the preceding paragraph, 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, 2022 that has materially affected or are reasonably likely to materially affect, our internal control over financial reporting. 25 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, 2021. 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 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 September 26, 2022 reporting Lifeway’s financial results for the six months ended June 30, 2022.* 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. 26 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: September 26, 2022 By: /s/ Julie Smolyansky Julie Smolyansky Chief Executive Officer, President, and Director (Principal Executive Officer) Date: September 26, 2022 By: /s/ Eric Hanson Eric Hanson Chief Financial & Accounting Officer (Principal Financial and Accounting Officer) 27