Lifeway Foods, Inc. 10-K

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA Report of Independent Registered Accounting Firm (PCAOB ID 248 ) F-1 Consolidated Balance Sheets as of December 31, 2025 and 2024 F-2 Consolidated Statements of Operations for the Years Ended December 31, 2025 and 2024 F-3 Consolidated Statements of Stockholders’ Equity for the Years Ended December 31, 2025 and 2024 F-4 Consolidated Statements of Cash Flows for the Years Ended December 31, 2025 and 2024 F-5 Notes to Consolidated Financial Statements F-6 28 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Board of Directors and Stockholders Lifeway Foods, Inc. Opinion on the financial statements We have audited the accompanying consolidated balance sheets of Lifeway Foods, Inc. (an Illinois corporation) and subsidiaries (the “Company”) as of December 31, 2025 and 2024, the related consolidated statements of operations, stockholders’ equity, and cash flows for each of the two years in the period ended December 31, 2025, and the related notes (collectively referred to as the “financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America. Basis for opinion These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical audit matters The critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. We determined that there are no critical audit matters. /s/ GRANT THORNTON LLP We have served as the Company’s auditor since 2022. Chicago, Illinois March 17, 2026 F- 1 LIFEWAY FOODS, INC. AND SUBSIDIARIES Consolidated Balance Sheets December 31, 2025 and 2024 (In thousands) December 31, 2025 2024 Current assets Cash and cash equivalents $ 5,571 $ 16,728 Accounts receivable, net of allowance for credit losses and discounts & allowances of $ 1,730 and $ 1,590 at December 31, 2025 and 2024, respectively 16,643 15,424 Inventories, net 11,890 8,678 Prepaid expenses and other current assets 2,627 2,144 Refundable income taxes 325 631 Total current assets 37,056 43,605 Property, plant and equipment, net 48,282 26,862 Operating lease right-of use asset 465 118 Goodwill 11,704 11,704 Intangible assets, net 5,818 6,358 Other assets 2,285 1,900 Total assets $ 105,610 $ 90,547 Current liabilities Accounts payable $ 11,008 $ 10,401 Accrued expenses 5,413 5,103 Accrued income taxes 218 – Total current liabilities 16,639 15,504 Operating lease liabilities 360 70 Deferred income taxes, net 2,792 3,062 Total liabilities 19,791 18,636 Commitments and contingencies (Note 9) – – Stockholders’ equity Preferred stock, no par value; 2,500 shares authorized; none issued – – Common stock, no par value; 40,000 shares authorized; 17,274 shares issued; 15,232 and 15,100 shares outstanding at 2025 and 2024 6,509 6,509 Treasury stock, at cost ( 13,214 ) ( 14,052 ) Paid-in capital 3,843 4,632 Retained earnings 88,681 74,822 Total stockholders’ equity 85,819 71,911 Total liabilities and stockholders’ equity $ 105,610 $ 90,547 See accompanying notes to consolidated financial statements F- 2 LIFEWAY FOODS, INC. AND SUBSIDIARIES Consolidated Statements of Operations For the Years Ended December 31, 2025 and 2024 (In thousands, except per share data) 2025 2024 Net sales $ 212,496 $ 186,820 Cost of goods sold 150,850 135,400 Depreciation expense 3,440 2,846 Total cost of goods sold 154,290 138,246 Gross profit 58,206 48,574 Selling expenses 19,891 14,743 General and administrative 21,603 19,439 Amortization expense 540 540 Total operating expenses 42,034 34,722 Income from operations 16,172 13,852 Other income (expense): Interest expense ( 77 ) ( 105 ) Fair value loss on investment ( 95 ) – Gain on sale of investment 3,407 – Gain (loss) on sale of property and equipment – ( 8 ) Other income 279 230 Total other income (expense) 3,514 117 Income before provision for income taxes 19,686 13,969 Provision for income taxes 5,827 4,944 Net income $ 13,859 $ 9,025 Net earnings per common share: Basic $ 0.91 $ 0.61 Diluted $ 0.89 $ 0.60 Weighted average common shares outstanding: Basic 15,200 14,769 Diluted 15,539 15,130 See accompanying notes to consolidated financial statements F- 3 LIFEWAY FOODS, INC. AND SUBSIDIARIES Consolidated Statements of Stockholders’ Equity For the Years Ended December 31, 2025 and 2024 (In thousands) Common Stock Issued In treasury Paid-In Retained Total Shares $ Shares $ Capital Earnings Equity Balance, January 1, 2024 17,274 $ 6,509 ( 2,583 ) $ ( 16,695 ) $ 4,825 $ 65,797 $ 60,436 Issuance of common stock in connection with stock-based compensation – – 398 2,573 ( 2,790 ) – ( 217 ) Issuance of common stock on exercise of stock options – – 11 70 36 – 106 Stock-based compensation – – – – 2,561 – 2,561 Net income – – – – – 9,025 9,025 Balance, December 31, 2024 17,274 $ 6,509 ( 2,174 ) $ ( 14,052 ) $ 4,632 $ 74,822 $ 71,911 Issuance of common stock in connection with stock-based compensation – – 129 819 ( 2,750 ) – ( 1,931 ) Issuance of common stock on exercise of stock options – – 3 19 14 – 33 Stock-based compensation – – – – 1,947 – 1,947 Net Income – – – – – 13,859 13,859 Balance, December 31, 2025 17,274 $ 6,509 ( 2,042 ) $ ( 13,214 ) $ 3,843 $ 88,681 $ 85,819 See accompanying notes to consolidated financial statements F- 4 LIFEWAY FOODS, INC. AND SUBSIDIARIES Consolidated Statements of Cash Flows For the Years Ended December 31, 2025 and 2024 (In thousands) 2025 2024 Cash flows from operating activities: Net income $ 13,859 $ 9,025 Adjustments to reconcile net income to operating cash flow: Depreciation and amortization 3,980 3,386 Stock-based compensation 1,947 2,446 Non-cash interest expense 19 17 (Gain) loss on sale of equipment ( 115 ) 8 Gain on sale of investments ( 3,407 ) – Fair value loss on investment 96 – Deferred income taxes ( 270 ) 61 (Increase) decrease in operating assets: Accounts receivable ( 1,219 ) ( 1,550 ) Inventories ( 3,212 ) 426 Prepaid expenses and other current assets 151 ( 125 ) Refundable income taxes 306 ( 631 ) Increase (decrease) in operating liabilities: Accounts payable 238 156 Accrued expenses ( 1,643 ) 217 Accrued income taxes 218 ( 474 ) Net cash provided by operating activities 10,948 12,962 Cash flows from investing activities: Purchases of property and equipment ( 27,361 ) ( 6,697 ) Proceeds from sale of equipment 115 15 Proceeds from sale of investments 5,206 – Net cash used in investing activities ( 22,040 ) ( 6,682 ) Cash flows from financing activities: Repayment of note payable – ( 2,750 ) Payment of deferred financing costs ( 65 ) – Net cash used in financing activities ( 65 ) ( 2,750 ) Net (decrease) increase in cash and cash equivalents ( 11,157 ) 3,530 Cash and cash equivalents at the beginning of the period 16,728 13,198 Cash and cash equivalents at the end of the period $ 5,571 $ 16,728 Supplemental cash flow information: Cash paid for income taxes, net of (refunds) $ 5,588 $ 5,987 Cash paid for interest $ 58 $ 98 Non-cash investing activities Accrued purchase of property and equipment $ 774 $ 407 Right-of-use assets obtained in exchange for lease obligations $ 426 $ – See accompanying notes to consolidated financial statements F- 5 LIFEWAY FOODS, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements December 31, 2025 and 2024 (In thousands) Note 1 – Basis of presentation The consolidated financial statements and accompanying notes have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The consolidated financial statements include all of the assets, liabilities and results of operations of Lifeway Foods, Inc. and its wholly owned subsidiaries (collectively “Lifeway” or the “Company”). All inter-company balances and transactions have been eliminated in the consolidated financial statements. Note 2 – Summary of significant accounting policies Use of estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to use judgement 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 the reported amounts of revenue 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. Revenue Recognition Lifeway sells food and beverage products across select product categories to customers predominantly within the United States (see Note 13 – Disaggregation of Revenue, Significant Customers, and Geographic Information). The Company also sells bulk cream, a byproduct of its fluid milk manufacturing process. In accordance with ASC 606, Revenue from Contracts with Customers, Lifeway recognizes revenue when control over the products transfers to its customers, which generally occurs upon delivery to its customers or their common carriers. The amount of revenue recognized reflects the consideration to which the Company expects to be entitled to receive in exchange for these goods or services, using the five-step method required by ASC 606. For the Company, the contract is the approved sales order, which may also be supplemented by other agreements that formalize various terms and conditions with customers. The Company applies judgment in determining the customer’s ability and intention to pay, which is based on a variety of factors including the customer’s historical payment experience or, in the case of a new customer, published credit and financial information pertaining to the customer. F- 6 Performance obligations promised in a contract are identified based on the goods or services that will be transferred to the customer, which is the delivery of food and beverage products which provide immediate benefit to the customer. Lifeway accounts for product shipping and handling as fulfillment activities with revenues for these activities recorded within net revenue and costs recorded within cost of goods sold. Any taxes collected on behalf of government authorities are excluded from net revenues. Variable consideration, which includes known or expected pricing or revenue adjustments, such as trade discounts, allowances for non-saleable products, product returns, trade incentives and coupon redemption, is estimated utilizing the most likely amount method. Key sales terms, such as pricing and quantities ordered, are established on a frequent basis such that most customer arrangements and related incentives have a one year or shorter duration. As such, the Company does not capitalize contract inception costs and it capitalizes product fulfillment costs in accordance with U.S. GAAP and its inventory policies. It generally does not receive noncash consideration for the sale of goods, nor does it grant payment financing terms greater than one year. Accounts Receivable Lifeway provides credit terms to customers in-line with industry standards and maintains allowances for potential credit losses based on historical collection experiences and the current economic condition of specific customers. All accounts receivables have an original term of less than one year. Customer balances are written off after all collection efforts are exhausted. Estimated product returns, which have not been material, are deducted from sales at the time of revenue recognition. The Company does not charge interest on past due accounts receivable. Accounts receivable, less allowances was $ 16,643 , $ 15,424 and $ 13,875 , as of December 31, 2025, 2024, and 2023 respectively. Inventories Inventories are stated at the lower of cost or net realizable value, valued on a first in, first out basis (“FIFO”). The costs of finished goods inventories include raw materials, direct labor, and overhead costs. Inventories are stated net of reserves for excess or obsolete inventory. Property, plant and equipment Property, plant and equipment are recorded at cost. Depreciation and amortization are calculated using the straight-line method over the estimated useful lives of the assets as follows: Schedule of property and equipment, estimated useful lives Asset Useful Life Buildings and improvements 10 – 39 years Machinery and equipment 5 – 12 years Office equipment 3 – 7 years Vehicles 5 years Leasehold improvements Shorter of expected useful life or lease term The Company performs impairment tests when circumstances indicate that the carrying value of an asset may not be recoverable. Expenditures for repairs and maintenance, which do not improve or extend the life of the assets, are expensed as incurred. F- 7 Goodwill Goodwill represents the excess purchase price over the fair value of the net tangible and other identifiable intangible assets acquired. Goodwill is not amortized, but it is subject to an annual assessment for impairment, which the Company performs on its one reporting unit during the fourth quarter (as of December 31), or more frequently if events occur or circumstances change such that it is more likely than not that an impairment may exist. In testing goodwill for impairment, the Company has the option to perform a qualitative test (also known as “Step 0”) or a quantitative test (“Step 1”). Under the Step 0 test, the Company first assesses qualitative factors to determine whether it is more likely than not that the fair value of the reporting unit is less than its carrying value. Qualitative factors may include, but are not limited to, economic conditions, industry and market considerations, cost factors, overall financial performance of the reporting unit and other entity and reporting unit specific events. If after assessing these qualitative factors, the Company determines it is “more-likely-than-not” that the fair value of the reporting unit is less than the carrying value, then performing the Step 1 quantitative test is necessary. Step 1 of the quantitative test requires comparison of the fair value of the Company’s one reporting unit to the carrying value. If the carrying value of the reporting unit is less than the fair value, no impairment exists. Otherwise, the Company would recognize an impairment charge for the amount by which the carrying amount of the reporting unit exceeds its fair value up to the amount of goodwill allocated to the reporting unit. Under a Step 1 quantitative test, we estimate the fair value of our one reporting unit using a combination of the fair values derived from both the income approach and the market approach. Under the income approach, the Company uses a discounted cash flow methodology which requires management to make significant estimates and assumptions related to forecasted revenues, gross profit margins, operating income margins, working capital cash flow, perpetual growth rates, and long-term discount rates, among others. The discount rate used to determine the present value of future cash flows is based on the weighted-average cost of capital adjusted for the relevant risk associated with business-specific characteristics and the uncertainty related to the business’s ability to execute on the projected cash flows. For the market approach, the Company uses the guideline public company method. The market approach estimates fair value based on market multiples of revenue and earnings derived from comparable publicly traded companies with similar operating and investment characteristics. The Company also reconciles the fair value of its reporting unit to its current market capitalization, allowing for a reasonable control premium. Intangible Assets Intangible assets acquired in a business combination are recorded at their estimated fair values at the date of acquisition. Identifiable intangible assets with finite lives are amortized over their estimated useful lives as follows: Schedule of intangible assets useful lives Asset Useful Life Recipes 4 years Brand names 15 years Formula 10 years Customer lists 5-10 years Customer relationships 15 years All amortization expense related to intangible assets is recorded in Amortization expense in the consolidated statements of operations. Amortizable intangible assets are evaluated for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. Lifeway conducts more frequent impairment assessments if certain conditions exist, such as a change in the competitive landscape, any internal decisions to pursue new or different strategies, a loss of a significant customer, or a significant change in the marketplace including changes in the prices paid for its products or changes in the size of the market for its products. If an evaluation of the undiscounted cash flows indicates impairment, the asset is written down to its estimated fair value, which is generally based on discounted future cash flows. If the estimated remaining useful life of an intangible asset is changed, the remaining carrying amount of the intangible asset is amortized prospectively over the revised remaining useful life. F- 8 Fair value measurements Fair value is estimated by applying the following hierarchy, which prioritizes the inputs used to measure fair value into three levels and bases the categorization within the hierarchy upon the lowest level of input that is available and significant to the fair value measurement: Level 1 – Quoted prices in active markets for identical assets or liabilities. Level 2 – Observable inputs other than quoted prices in active markets for identical assets and liabilities, quoted prices for identical or similar assets or liabilities in inactive markets, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3 – Inputs that are generally unobservable and typically reflect management’s estimate of assumptions that market participants would use in pricing the asset or liability. Lifeway’s financial assets and liabilities that are not carried at fair value on a recurring basis include cash and cash equivalents, accounts receivable, other receivables, accounts payable, accrued expenses and revolving line of credit for which carrying value approximates fair value. The Company records its investments in equity securities without a readily determinable fair value at cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer. In February 2025, the Company’s $1,800 equity investment in Simple Mills was liquidated as a result of the sale of Simple Mills. The Company received cash proceeds of $ 5,206 and recognized a gain on the sale of investment of $ 3,407 during 2025. Income taxes The Provision for income taxes includes federal, state, local and foreign income taxes currently payable, and those deferred because of temporary differences between the financial statement and tax bases of assets and liabilities. Deferred tax assets or liabilities are computed based on the difference between the financial statement and income tax bases of assets and liabilities using enacted tax rates expected to apply to taxable income in the year in which the deferred tax assets or liabilities are expected to be realized or settled. The principal sources of temporary differences are different depreciation and amortization methods for financial statement and tax purposes, incentive compensation, unrealized gain, capitalization of indirect inventory costs for tax purposes, reserves for excess and obsolete inventory and the allowance for doubtful accounts. Valuation allowances are recorded to reduce deferred tax assets when it is more likely not that a tax benefit will not be realized. Deferred income tax expense or benefit is based on the changes in the asset or liability from period to period. Lifeway analyzes filing positions in all the federal and state jurisdictions where it is required to file income tax returns, as well as all open tax years in these jurisdictions. The Company recognizes the income tax benefit from an uncertain tax position when it is more likely than not that, based on technical merits, the position will be sustained upon examination, including resolutions of any related appeals or litigation processes. It applies a more likely than not threshold to the recognition and derecognition of uncertain tax positions. Accordingly, Lifeway recognizes the amount of tax benefit that has a greater than 50% likelihood of being ultimately realized upon settlement. Future changes in judgment related to the expected ultimate resolution of uncertain tax positions will affect earnings in the period of such change. For those income tax positions where it is not more likely than not that a tax benefit will be sustained, no tax benefit has been recognized in the financial statements. The total amount of unrecognized tax benefits can change due to audit settlements, tax examination activities, statute expirations and the recognition and measurement criteria under accounting for uncertainty in income taxes. Lifeway recognizes penalties and interest related to unrecognized tax benefits in the provision (benefit) for income taxes in the consolidated statements of operations. F- 9 Share-based compensation Share-based compensation expense is recognized for equity awards over the vesting period based on their grant date fair value. The fair value of restricted stock and performance share awards are equal to the closing price of Lifeway’s stock on the date of grant. The Company does not estimate forfeitures in measuring the grant date fair value, but rather account for forfeitures as they occur. The fair value of stock options are measured using the Black-Scholes option pricing model. The expected term of options granted was based on the weighted average time of vesting and the end of the contractual term. The Company utilized this simplified method as it did not have sufficient historical exercise data to provide a reasonable basis upon which to estimate the expected term. The Company issues share-based equity awards from treasury shares. Treasury stock Treasury stock is recorded using the cost method. Advertising costs Advertising costs are expensed as incurred and reported in Selling expense in the Company’s consolidated statements of operations. Total advertising expense was $ 9,837 and $ 5,447 for the years ended December 31, 2025 and 2024, respectively. Earnings per common share Basic earnings per common share is computed by dividing net income available to common stockholders by the weighted average number of common shares issued and outstanding during the reporting period. Diluted earnings per common share is computed by dividing net income available to common stockholders by the weighted average number of common shares issued and outstanding and the effect of all dilutive common stock equivalents related to the Company’s outstanding stock-based compensation awards outstanding during the reporting period. 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. F- 10 Recent accounting pronouncements Issued but not yet effective In November 2024, the Financial Accounting Standards Board (“FASB”) issued ASU 2024-03, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Topic 220-40): Disaggregation of Income Statement Expenses. The new standard requires additional disclosure of certain amounts included in the expense captions presented on the Statement of Operations as well as disclosures about selling expenses. The new standard is effective on a prospective basis, with the option for retrospective application, for our annual period ending December 31, 2027, and our interim periods during the fiscal year ending December 31, 2028. The new standard does not affect recognition or measurement in the Company’s consolidated financial statements. Upon adoption, the impact of ASU 2024-03 will be limited to certain notes to the Consolidated Financial Statements. Adopted In December 2023, the FASB issued ASU No. 2023-09: Income Taxes (Topic 740): Improvements to Income Tax Disclosures that requires entities to disclose additional information about federal, state, and foreign income taxes primarily related to the income tax rate reconciliation and income taxes paid. The new standard also eliminates certain existing disclosure requirements related to uncertain tax positions and unrecognized deferred tax liabilities. The new standard is effective for our fiscal year ending December 31, 2025, and our interim periods during the fiscal year ending December 31, 2026. The Company adopted the standard retrospectively during the fourth quarter of 2025. The guidance did not affect recognition or measurement in the Company’s consolidated financial statements. See Note 12 – Income Taxes for additional disclosures. Note 3 – Inventories, net Schedule of inventories December 31, 2025 2024 Ingredients $ 4,141 $ 2,519 Packaging 3,452 2,855 Finished goods 4,297 3,304 Total inventories, net $ 11,890 $ 8,678 Note 4 – Property, Plant and Equipment, net Schedule of property, plant and equipment December 31, 2025 2024 Land $ 1,565 $ 1,565 Buildings and improvements 24,497 23,520 Machinery and equipment 43,433 38,181 Vehicles 477 477 Office equipment 694 758 Construction in process 19,803 2,163 90,469 66,664 Less accumulated depreciation ( 42,187 ) ( 39,802 ) Total property, plant and equipment, net $ 48,282 $ 26,862 F- 11 Note 5 – Goodwill and Intangible Assets Goodwill Goodwill consisted of the following: Schedule of goodwill Total Balance at December 31, 2024 Goodwill $ 12,948 Accumulated impairment losses ( 1,244 ) $ 11,704 Balance at December 31, 2025 Goodwill $ 12,948 Accumulated impairment losses ( 1,244 ) $ 11,704 The Company performed an annual Step 1 impairment assessment for its single reporting unit as of December 31, 2025 and an annual Step 0 impairment assessment for its single reporting unit as of December 31, 2024, noting no impairment loss. Approximately $1,664 of goodwill is deductible for income tax purposes. Intangible Assets The gross carrying amounts and accumulated amortization of intangible assets consisted of the following: Schedule of other intangible assets December 31, 2025 December 31, 2024 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 ( 1,692 ) 1,693 3,385 ( 1,532 ) 1,853 Brand names 7,948 ( 3,823 ) 4,125 7,948 ( 3,443 ) 4,505 Formula 438 ( 438 ) – 438 ( 438 ) – Total intangible assets, net $ 16,344 $ ( 10,526 ) $ 5,818 $ 16,344 $ ( 9,986 ) $ 6,358 F- 12 Estimated amortization expense on intangible assets for the next five years is as follows: Schedule of future amortization expense on intangible assets Year Amortization 2026 $ 540 2027 $ 540 2028 $ 540 2029 $ 540 2030 $ 540 The weighted-average remaining amortization expense period for the customer relationship and brand name intangible assets is 10.6 and 10.9 years, respectively, as of December 31, 2025. The weighted-average remaining amortization expense period for total intangible assets is 10.8 years as of December 31, 2025. Note 6 – Accrued Expenses Accrued expenses consisted of the following: Schedule of accrued expenses December 31, 2025 2024 Payroll and incentive compensation $ 4,386 $ 4,188 Real estate taxes 483 468 Accrued utilities 189 193 Current portion of operating lease liabilities 106 47 Other 249 207 Total accrued expenses $ 5,413 $ 5,103 Note 7 – Debt Revolving Credit Facility On February 5, 2025, the Company entered into the Fifth Modification to the Amended and Restated Loan and Security Agreement (the “Fifth Modification”) with its current lender. The Fifth Modification, among other things, (i) increased the commitment for revolving loans under the Credit Agreement from $ 5,000 to $ 25,000 , with interest payable at either the lender Base Rate (the Prime Rate minus 1.00%) or the SOFR plus 1.75%, (ii) extended the termination date of the Credit Agreement to February 5, 2028, (iii) replaced the quarterly minimum working capital financial covenant with a financial covenant to maintain a maximum cash flow leverage ratio of no greater than 2.00 to 1.00 for each fiscal quarter commencing with the fiscal quarter ending March 31, 2025, (iv) increased the quarterly unused revolving line of credit fee to 0.25%, and (v) increased the letter of credit fee to 1.00%. The remaining material terms and conditions of the Credit Agreement remain substantially unchanged. The Company had no outstanding borrowings at the time of entry into the Fifth Modification. On December 29, 2025, the Company entered into the Sixth Modification to the Amended and Restated Loan and Security Agreement (the “Sixth Modification”) with its current lender. The Sixth Modification, provides for, among other things, (i) modification of the Fixed Charge Coverage Ratio only for the period from December 31, 2025 through June 30, 2027 to exclude the Waukesha, WI unfinanced capital expenditures attributable to plant optimization and manufacturing capacity expansion as approved by Lender, up to $50,000 (ii) modification of the Change of Control definition to reflect that specified changes to the Company’s board of directors do not constitute a Change of Control and (iii) extended the termination date of the Credit Agreement to February 5, 2029. The remaining material terms and conditions of the Credit Agreement remain substantially unchanged. The Company had no outstanding borrowings at the time of entry into the Sixth Modification. F- 13 As of December 31, 2025, the Company had $ 0 outstanding under the Revolving Credit Facility. The Company had $ 25,000 available for future borrowings under the Revolving Credit Facility as of December 31, 2025. The 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 maximum cash flow leverage ratio of no greater than 2.00 to 1.00 for each fiscal quarter commencing with the fiscal quarter ending March 31, 2025, in each of the fiscal quarters ending through the expiration date. The Credit Agreement provides 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 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 maximum cash flow leverage ratio covenants at December 31, 2025. 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 six 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 $ 209 and $ 148 (including short term leases) for the years ended December 31, 2025 and 2024, respectively. Future maturities of lease liabilities were as follows: Schedule of future maturities of lease liabilities Year Operating Leases 2026 $ 149 2027 141 2028 132 2029 85 2030 57 Thereafter 20 Total lease payments 584 Less: Interest ( 118 ) Present value of lease liabilities $ 466 The weighted-average remaining lease term for its operating leases was 4.2 years as of December 31, 2025. The weighted average discount rate of its operating leases was 10.59 % as of December 31, 2025. Cash paid for amounts included in the measurement of lease liabilities was $ 110 and $ 89 for the year ended December 31, 2025 and 2024, respectively. F- 14 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 The provision for income taxes consists of the following: Schedule of provision for income taxes For the Years Ended December 31, 2025 2024 Current: Federal $ 4,333 $ 3,371 State and local 1,764 1,512 Total current 6,097 4,883 Deferred ( 270 ) 61 Provision for income taxes $ 5,827 $ 4,944 The following is a reconciliation of income tax expense computed at the U.S. federal statutory tax rate to income tax expense reported in the consolidated statement of operations: Schedule of reconciliation to effective rate for income taxes 2025 2024 Amount Percentage Amount Percentage Federal income tax at statutory rate $ 4,137 21.0 % $ 2,933 21.0 % State and local income tax, net (a) 1,135 5.8 % 737 5.3 % Section 162m 479 2.4 % 1,074 7.7 % Stock based compensation 46 0.2 % 167 1.2 % Other permanent differences 31 0.2 % 29 0.2 % Change in tax laws or rates ( 1 ) 0.0 % 2 0.0 % Other – 0.0 % 2 0.0 % Provision for income taxes $ 5,827 29.6 % $ 4,944 35.4 % (a) State taxes in Illinois made up the majority (greater than 50 percent) of this category. The income taxes paid (net of refunds) to a jurisdiction that represent greater than 5% of the total income taxes paid are as follows: Schedule of income paid (net of refunds) to a jurisdiction December 31, 2025 2024 Federal $ 3,846 $ 4,151 State Illinois 1,087 1,134 California – 338 Other (individually below 5% of total income taxes paid) 655 364 $ 5,588 $ 5,987 F- 15 The tax effects of temporary differences giving rise to deferred income tax assets and liabilities were: Schedule of deferred tax assets and liabilities December 31, 2025 2024 Deferred tax liabilities attributable to: Accumulated depreciation and amortization $ ( 4,196 ) $ ( 3,829 ) Unrealized gains – ( 467 ) Total deferred tax liabilities ( 4,196 ) ( 4,296 ) Deferred tax assets attributable to: Net operating losses 6 6 Unrealized loss 23 – Accrued compensation 480 454 Incentive compensation 550 499 Inventory 349 279 Allowances for doubtful accounts and discounts 2 2 Other ( 6 ) ( 6 ) Total net deferred tax assets 1,404 1,234 Net deferred tax liabilities $ ( 2,792 ) $ ( 3,062 ) The following table details the Company’s tax attributes related to net operating losses for which it has recorded deferred tax assets. Schedule of tax attributes related to net operating losses Tax Attributes Gross Amount Net Amount Expiration Years State net operating losses $ 116 $ 6 2035 $ 6 Lifeway is subject to U.S. federal income tax as well as income tax in multiple state and city jurisdictions. With limited exceptions, Lifeway’s calendar year 2022 and subsequent federal and state tax years remain open by statute. As of December 31, 2025, the unrecognized tax benefit is $ 0 . The amount of interest and penalties recognized in the consolidated statements of operations was $ 0 during 2025 and 2024, respectively. The amount of accrued interest and penalties recognized in the consolidated balance sheets was $ 0 at December 31, 2025 and 2024, respectively. On July 4, 2025, the One Big Beautiful Bill Act ("OBBBA") was signed into law, which includes a broad range of tax reform provisions that may affect the Company’s financial results. The OBBBA changes to corporate taxation include, but are not limited to, 100% bonus depreciation for purchases of qualified property, an elective deduction for domestic research and experimental expenditures, changes to the definition of adjusted taxable income for purposes of determining the interest deduction limitation under Internal Revenue Code Section 163(j), and a more favorable tax rate on Foreign-Derived Deduction Eligible Income and income from non-U.S. subsidiaries (Net CFC Tested Income). The OBBBA does not have a material impact on our estimated annual effective tax rate or cash flows in the current fiscal year. F- 16 Note 11 – Stock-based and Other Compensation Employee Incentive and Non-Employee Director Plans The Board of Directors adopted, and the Company’s stockholders approved, the “Lifeway Foods, Inc. 2022 Omnibus Incentive Plan” (the “Plan”). Under the Plan, the Compensation Committee 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 to qualifying employees. The maximum number of shares authorized to be awarded under the Plan is 3.25 million. As of December 31, 2025, 2.61 million shares remain available to award under the Plan. 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. The maximum aggregate number of shares that may be issued under the 2022 Director Plan is 500 thousand. As of December 31, 2025, 382 thousand shares remain available to award under the 2022 Director Plan. Total compensation expense related to stock-based payments and the related income tax benefit recognized in net income are as follows: Schedule of compensation expense related to stock-based payments Year Ended December 31, 2025 2024 (In Thousands) Compensation expense related to stock-based payments $ 1,947 $ 2,446 Related income tax benefit $ 545 685 Stock Options The following table summarizes stock option activity during the year ended December 31, 2025: Schedule of stock option activity Options Weighted average exercise price Weighted average remaining contractual life Aggregate intrinsic value (In thousands) Outstanding at December 31, 2024 30 $ 10.42 1.21 $ 426 Granted – – – – Exercised ( 3 ) 11.10 – – Forfeited ( 14 ) 11.10 – – Outstanding at December 31, 2025 13 9.57 0.49 193 Exercisable at December 31, 2025 13 9.57 0.49 193 F- 17 Restricted Stock Units Restricted stock unit awards are granted to certain members of management and the Board of Directors. Restricted stock unit awards generally vest based on the passage of time in approximately three equal installments on each of the first three anniversaries of the grant date. Certain non-employee directors have elected to defer receipt of their awards until their departure from the Board of Directors. The following table summarizes restricted stock unit activity during the year ended December 31, 2025. Schedule of RSU activity Restricted Stock Units Weighted Average Grant Date Fair Value (In thousands) Nonvested, at December 31, 2024 190 $ 8.77 Granted 36 24.21 Shares issued upon vesting ( 42 ) 9.68 Forfeited ( 13 ) 11.74 Nonvested, at December 31, 2025 171 11.55 Earned and deferred, at December 31, 2025 80 9.05 Unrecognized compensation expense related to nonvested restricted stock units was $ 785 as of December 31, 2025 and will be recognized over a weighted average period of 1.1 years. The grant date fair value of the awards is equal to the Company’s closing price on the grant date. Performance Units Performance unit awards are granted to certain members of management. These awards include both service and performance conditions. For performance unit awards granted in fiscal years 2023 through 2025, performance goals are established upfront and are measured over a cumulative three-year measurement period. The performance goals are 1) 3-year cumulative net revenue, and 2) 3-year cumulative adjusted EBITDA. The target number of performance unit awards are weighted 50% on net revenue and 50% on adjusted EBITDA. Participants may earn more or less than the target number of units, and 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. These awards will be converted to stock upon vesting. The following table summarizes performance unit activity during the year ended December 31, 2025. Schedule of performance units Performance Units Weighted Average Grant Date Fair Value (In thousands) Nonvested at December 31, 2024 306 $ 8.08 Granted (1) 91 13.45 Shares issued upon vesting ( 174 ) 6.25 Forfeited ( 24 ) 8.41 Nonvested at December 31, 2025 199 $ 12.10 (1) Includes 55 thousand additional shares granted in connection with the vesting of the 2022 award in 2025 due to above-target performance in accordance with the terms of the award. Unrecognized compensation expense related to nonvested performance units is estimated to be approximately $ 1,281 as of December 31, 2025 and are expected to be recognized over a weighted average period of 1.4 years. The grant date fair value of the awards is equal to the Company’s closing price on the grant date. F- 18 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 years ended December 31, 2025 and 2024 total contribution expense recognized in the consolidated statements of operations was $ 736 and $ 650 , 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 per share: Schedule of weighted average number of shares outstanding Year Ended December 31, 2025 2024 (In thousands) Weighted average common shares outstanding 15,200 14,769 Assumed exercise/vesting of equity awards 339 361 Weighted average diluted common shares outstanding 15,539 15,130 Note 13 – Disaggregation of Revenue, Significant Customers, and Geographic Information The Company has one reportable segment, which manufactures and distributes cultured dairy products. Our products are produced using the same processes and materials and are sold to consumers through a common network of distributors and retailers. The Company derives revenue primarily in North America and manages the business activities on a consolidated basis. The business activities include selling cultured dairy products across various channels including retail-direct, distributor, and direct store delivery in a refrigerated format. We operate our business with a centralized financial systems infrastructure, and we share centralized resources for procurement and general and administrative activities. The accounting policies of the segment are the same as those described in the Summary of Significant Accounting Policies for the Company. Refer to Note 1 for additional information. The Chief Executive Officer (“CEO”) has been identified as our Chief Operating Decision Maker (“CODM”). The Company manages operations on a company-wide basis, thereby making determinations as to the allocation of resources as one segment. The CODM uses consolidated single-segment financial information to assess performance for the segment and decides how to allocate resources based on the Company’s consolidated net income (loss), which is reported on the Consolidated Statement of Operations. The measure of segment assets is reported on the Consolidated Balance Sheet as total assets. F- 19 Products from which the reportable segment derives its revenue 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. 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 of products by category were as follows for the years ended December 31: Schedule of segment products by category 2025 2024 In thousands $ % $ % Drinkable Kefir other than ProBugs 181,423 85 % 153,493 82 % Cheese 16,571 8 % 14,554 8 % Cream and other 8,693 4 % 8,299 4 % Drinkable Yogurt 2,284 1 % 5,619 3 % ProBugs Kefir 2,214 1 % 3,421 2 % Other dairy 1,311 1 % 1,434 1 % Net Sales 212,496 100 % 186,820 100 % Significant Customers Sales are predominately to companies in the retail food industry located within the United States. Two major customers accounted for a total of 24 % and 25 % of net sales for the years ended December 31, 2025 and 2024, respectively. Two major customers accounted for a total of 24 % and 26 % of accounts receivable as of December 31, 2025 and 2024, respectively. Geographic Information Net sales outside the of the United States represented less than 1% of total consolidated net sales in 2025 and 2024. Net sales are determined based on the destination where the products are shipped by Lifeway. All the Company’s long-lived assets are in the United States. F- 20 Note 14 – Shareholder Rights Plan On November 4, 2024, the Company adopted a Shareholder Rights Agreement (the “Rights Agreement”) and designated 40 shares of preferred stock as Series A Junior Participating Preferred Stock, none of which are issued or outstanding as of December 31, 2025. Pursuant to the Rights Agreement, the Company’s board of directors declared a dividend of one preferred share purchase right (each a “Right”) for each outstanding share of Company common stock to stockholders of record as of the close of business on November 18, 2024. Each Right entitles its holder, subject to the terms of the Rights Agreement, to purchase from the Company one one-thousandth of one share of Series A Junior Participating Preferred Stock, no par value, of the Company at an exercise price of $ 130 .00 per Right, subject to adjustment. Rights will attach to any shares of Company common stock that become outstanding after November 18, 2024 and prior to the earlier of the Distribution Time (as defined in the Rights Agreement) and the redemption or expiration of the Rights, and in certain other circumstances described in the Rights Agreement. On October 29, 2025, the Company entered into Amendment No. 1 to the Shareholder Rights Agreement (the “Rights Agreement”). The Rights Agreement was originally scheduled to expire at the end of November 4, 2025. The Company entered into the Amendment, which extended the expiration to the end of October 29, 2026 (and made other conforming changes to the Rights Agreement). No other material changes were made to the Rights Agreement. Note 15 – Organic Milk Supply To increase the supply of organic milk available to the Company for the manufacture of finished goods, the Company is purchasing mature dairy cows (or the “herd”) which will be managed by a third-party dairy facility (the “Dairy”), and entered into a supply and purchase agreement (“SPA”) with a COOP (the “COOP”) to purchase the milk produced by the herd. The Company purchased 799 mature dairy cows during 2025 for $ 2,870 . As amended in September 2025, the Company entered into a sixty month agreement (the “Herd Agreement”) with a third-party Dairy who will manage care of the herd, milk the herd, and sell the milk to the COOP under the SPA, with a right to purchase the herd at the end of the agreement period for a nominal amount. Beginning December 1, 2025, the Dairy will make monthly payments to Lifeway over the five year agreement period in exchange for its right to possess and control the herd, including the right to sell milk produced by the herd to the COOP. The herd agreement is treated as a sale of non-financial assets to a party that is not a customer. The Company will recognize a sale upon the delivery of each herd to the Dairy, with interest income recognized over the agreement period. The Company has recorded $ 635 in prepaid and other current assets and $ 2,235 in other assets as of December 31, 2025 related to the herd agreement with no recorded gain or loss on sale. The Company records the purchases of dairy cows as investing outflows, principal payments received as investing inflows and interest income as operating inflows on the statement of cash flows. F- 21 ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE None.