Lifeway Foods (LWAY) 10-Q 26 Sep 22 2022 Q2 Quarterly report Financial data

Cover

Cover - shares	6 Months Ended
	Jun. 30, 2022	Sep. 19, 2022
Cover [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Jun. 30, 2022
Document Fiscal Period Focus	Q2
Document Fiscal Year Focus	2022
Current Fiscal Year End Date	--12-31
Entity File Number	000-17363
Entity Registrant Name	LIFEWAY FOODS, INC.
Entity Central Index Key	0000814586
Entity Tax Identification Number	36-3442829
Entity Incorporation, State or Country Code	IL
Entity Address, Address Line One	6431 West Oakton
Entity Address, City or Town	Morton Grove
Entity Address, State or Province	IL
Entity Address, Postal Zip Code	60053
City Area Code	(847)
Local Phone Number	967-1010
Title of 12(b) Security	Common Stock, No Par Value
Trading Symbol	LWAY
Security Exchange Name	NASDAQ
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		15,496,859

Consolidated Balance Sheets (Un

Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands	Jun. 30, 2022	Dec. 31, 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	0	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	0	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	0	0
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

Consolidated Balance Sheets (_2

Consolidated Balance Sheets (Unaudited) (Parenthetical) - USD ($) shares in Thousands, $ in Thousands	Jun. 30, 2022	Dec. 31, 2021
Statement of Financial Position [Abstract]
Allowance for doubtful accounts and discounts	$ 1,220	$ 1,170
Preferred stock, par value	$ 0	$ 0
Preferred stock, shares authorized	2,500	2,500
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common stock, par value	$ 0	$ 0
Common stock, shares authorized	40,000	40,000
Common stock, shares issued	17,274	17,274
Common stock, shares outstanding	15,473	15,435

Consolidated Statements of Oper

Consolidated Statements of Operations (Unaudited) - USD ($) shares in Thousands, $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Income Statement [Abstract]
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	0	270	0
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	0	0	0	2
Loss on sale of property and equipment	0	(76)	0	(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

Consolidated Statements of Stoc

Consolidated Statements of Stockholder's Equity (Unaudited) - USD ($) shares in Thousands, $ in Thousands	Common Stock [Member]	Treasury Stock [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	Total
Beginning balance, value at Dec. 31, 2020	$ 6,509	$ (12,450)	$ 2,600	$ 50,195	$ 46,854
Beginning balance, shares at Dec. 31, 2020	17,274	(1,669)
Stock-based compensation			64		64
Net loss				1,306	1,306
Ending balance, value at Mar. 31, 2021	$ 6,509	$ (12,450)	2,664	51,501	48,224
Ending balance, shares at Mar. 31, 2021	17,274	(1,669)
Issuance of common stock in connection with stock-based compensation		$ 339	(463)		(124)
Issuance of common stock in connection with stock-based compensation, shares		45
Stock-based compensation			287		287
Net loss				1,618	1,618
Ending balance, value at Jun. 30, 2021	$ 6,509	$ (12,111)	2,488	53,119	50,005
Ending balance, shares at Jun. 30, 2021	17,274	(1,624)
Beginning balance, value at Dec. 31, 2021	$ 6,509	$ (13,436)	2,552	53,506	49,131
Beginning balance, shares at Dec. 31, 2021	17,274	(1,839)
Stock-based compensation			109		109
Net loss				(895)	(895)
Ending balance, value at Mar. 31, 2022	$ 6,509	$ (13,436)	2,661	52,611	48,345
Ending balance, shares at Mar. 31, 2022	17,274	(1,839)
Issuance of common stock in connection with stock-based compensation		$ 280	(399)		(119)
Issuance of common stock in connection with stock-based compensation, shares		38
Stock-based compensation			746		746
Net loss				120	120
Ending balance, value at Jun. 30, 2022	$ 6,509	$ (13,156)	$ 3,008	$ 52,731	$ 49,092
Ending balance, shares at Jun. 30, 2022	17,274	(1,801)

Consolidated Statements of Cash

Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2022	Jun. 30, 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	0	51
Bad debt expense	0	(1)
Deferred revenue	(15)	(15)
Stock-based compensation	547	301
Loss on sale of property and equipment	0	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)	0
Net cash used in financing activities	(500)	0
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

Basis of Presentation

Basis of Presentation	6 Months Ended
	Jun. 30, 2022
Accounting Policies [Abstract]
Basis of Presentation	Note 1 – Basis of Presentation The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the U.S. (“U.S. GAAP”) for interim financial information, and do not include certain information and footnote disclosures required for complete, audited financial statements. In the opinion of management, these statements include all adjustments necessary for a fair presentation of the results of all interim periods reported herein. The consolidated financial statements and related notes should be read in conjunction with the consolidated financial statements and related notes included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 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.

Summary of Significant Accounti

Summary of Significant Accounting Policies	6 Months Ended
	Jun. 30, 2022
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	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 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 2,166 533 773 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.

Inventories, net

Inventories, net	6 Months Ended
	Jun. 30, 2022
Inventory Disclosure [Abstract]
Inventories, net	Note 3 – Inventories, net Inventories consisted of the following: Schedule of inventories June 30, December 31, Ingredients $ 2,220 $ 2,279 Packaging 2,707 2,723 Finished goods 3,509 3,283 Total inventories $ 8,436 $ 8,285

Property, Plant and Equipment,

Property, Plant and Equipment, net	6 Months Ended
	Jun. 30, 2022
Property, Plant and Equipment [Abstract]
Property, Plant and Equipment, net	Note 4 – Property, Plant and Equipment, net Property, plant and equipment consisted of the following: Schedule of property, plant and equipment June 30, December 31, 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

Goodwill and Intangible Assets

Goodwill and Intangible Assets	6 Months Ended
	Jun. 30, 2022
Goodwill and Intangible Assets Disclosure [Abstract]
Goodwill and Intangible Assets	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 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

Accrued Expenses

Accrued Expenses	6 Months Ended
	Jun. 30, 2022
Payables and Accruals [Abstract]
Accrued Expenses	Note 6 – Accrued Expenses Accrued expenses consisted of the following: Schedule of accrued expenses June 30, 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

Debt

Debt	6 Months Ended
	Jun. 30, 2022
Debt Disclosure [Abstract]
Debt	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 June 30, 2025 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 1.95 0.20 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. Revolving Credit Facility As of June 30, 2022, the Company had $ 2,777 2,223 3.07

Leases

Leases	6 Months Ended
	Jun. 30, 2022
Leases
Leases	Note 8 – Leases The Company leases certain machinery and equipment with fixed base rent payments and variable costs based on usage. Remaining lease terms for these leases range from less than one year to five years. 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 $ 147 169 82 91 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 13.33 85 107 42 52

Commitments and contingencies

Commitments and contingencies	6 Months Ended
	Jun. 30, 2022
Commitments and Contingencies Disclosure [Abstract]
Commitments and contingencies	Note 9 – Commitments and contingencies Litigation Lifeway is involved in various legal proceedings, claims, disputes, regulatory matters, audits, and proceedings arising in the ordinary course of, or incidental to the Company’s business, including commercial disputes, product liabilities, intellectual property matters and employment-related matters. Lifeway records provisions in the consolidated financial statements for pending legal matters when it believes it is probable that a loss will be incurred and the amount of such loss can be reasonably estimated. The Company evaluates, on a periodic basis, developments in legal matters that could affect the amount of any accrual and developments that would make a loss contingency both probable and reasonably estimable. If a loss contingency is not both probable and estimable, it does not establish an accrued liability. Currently, none of its accruals for outstanding legal matters are material individually or in the aggregate to its financial position and it is management’s opinion that the ultimate resolution of these outstanding legal matters will not have a material adverse effect on its business, financial condition, results of operations, or cash flows. However, if the Company is ultimately required to make payments in connection with an adverse outcome, it is possible that such contingency could have a material adverse effect on the Company’s business, financial condition, results of operations or cash flows.

Income taxes

Income taxes	6 Months Ended
	Jun. 30, 2022
Income Tax Disclosure [Abstract]
Income taxes	Note 10 – Income taxes Income taxes were recognized at effective rates of 14.5 31.2 35.3 31.1 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 97

Stock-based and Other Compensat

Stock-based and Other Compensation	6 Months Ended
	Jun. 30, 2022
Share-Based Payment Arrangement [Abstract]
Stock-based and Other Compensation	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 3.248 Stock Options The following table summarizes stock option activity during the six months ended June 30, 2022: Schedule of stock option activity Options Weighted Weighted Aggregate 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 69 35 20 64 33 17 9 72 1.20 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 $ 750 142 170 57 80 217 87 106 24 2021 Equity Award Under the 2021 Plan, collectively the participants can earn equity-based incentive compensation in amounts ranging from $ 0 1,069 278 0 112 0 404 171 194 39 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 $ 231 218 102 105

Products and Customers

Products and Customers	6 Months Ended
	Jun. 30, 2022
Segment Reporting [Abstract]
Products and Customers	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. 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 22 22 23

Related Party Transactions

Related Party Transactions	6 Months Ended
	Jun. 30, 2022
Related Party Transactions [Abstract]
Related Party Transactions	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 $ 500 500 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 $ 22 250 0 125 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 $ 50 300 150

Subsequent Events

Subsequent Events	6 Months Ended
	Jun. 30, 2022
Subsequent Events [Abstract]
Subsequent Events	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.

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Policies)	6 Months Ended
	Jun. 30, 2022
Accounting Policies [Abstract]
Use of estimates	Use of estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates made in preparing the consolidated financial statements include the reserve for promotional allowances, the valuation of goodwill and intangible assets, stock-based and incentive compensation, and deferred income taxes.
Cash and cash equivalents	Cash and cash equivalents The Company has $ 580
Advertising and promotional costs	Advertising and promotional costs Lifeway expenses advertising costs as incurred and is reported in Selling expense in the Company’s consolidated statement of operations. Total advertising expense was $ 1,738 2,166 533 773
Segments	Segments The Company is managed as a single reportable segment. The Chief Executive Officer, who is the Company’s Chief Operating Decision Maker (“CODM”), reviews financial information on an aggregate basis for purposes of allocating resources and assessing financial performance, as well as for making strategic operational decisions and managing the organization. Substantially all of Lifeway’s consolidated revenues relate to the sale of cultured dairy products that it produces using the same processes and materials and are sold to consumers through a common network of distributors and retailers in the United States.
Recent accounting pronouncements	Recent accounting pronouncements 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.

Inventories, net (Tables)

Inventories, net (Tables)	6 Months Ended
	Jun. 30, 2022
Inventory Disclosure [Abstract]
Schedule of inventories	Schedule of inventories June 30, December 31, Ingredients $ 2,220 $ 2,279 Packaging 2,707 2,723 Finished goods 3,509 3,283 Total inventories $ 8,436 $ 8,285

Property, Plant and Equipment_2

Property, Plant and Equipment, net (Tables)	6 Months Ended
	Jun. 30, 2022
Property, Plant and Equipment [Abstract]
Schedule of property, plant and equipment	Schedule of property, plant and equipment June 30, December 31, 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

Goodwill and Intangible Assets

Goodwill and Intangible Assets (Tables)	6 Months Ended
	Jun. 30, 2022
Goodwill and Intangible Assets Disclosure [Abstract]
Schedule of goodwill	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
Schedule of finite-lived intangible assets	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.
Schedule of amortization expense on intangible assets	Schedule of amortization expense on intangible assets Year Amortization Six months ended December 31, 2022 $ 270 2023 $ 540 2024 $ 540 2025 $ 540 2026 $ 540

Accrued Expenses (Tables)

Accrued Expenses (Tables)	6 Months Ended
	Jun. 30, 2022
Payables and Accruals [Abstract]
Schedule of accrued expenses	Schedule of accrued expenses June 30, 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

Debt (Tables)

Debt (Tables)	6 Months Ended
	Jun. 30, 2022
Debt Disclosure [Abstract]
Schedule of debt	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
Schedule of maturities of long-term debt	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

Leases (Tables)

Leases (Tables)	6 Months Ended
	Jun. 30, 2022
Leases
Future maturities of lease liabilities	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

Stock-based and Other Compens_2

Stock-based and Other Compensation (Tables)	6 Months Ended
	Jun. 30, 2022
Share-Based Payment Arrangement [Abstract]
Schedule of stock option activity	Schedule of stock option activity Options Weighted Weighted Aggregate 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 $ –
Schedule of RSA Activity	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

Products and Customers (Tables)

Products and Customers (Tables)	6 Months Ended
	Jun. 30, 2022
Segment Reporting [Abstract]
Schedule of sales of products by category	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

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Details Narrative) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Accounting Policies [Abstract]
Restricted Cash	$ 580		$ 580
Advertising Expense	$ 533	$ 773	$ 1,738	$ 2,166

Inventories, net (Details)

Inventories, net (Details) - USD ($) $ in Thousands	Jun. 30, 2022	Dec. 31, 2021
Inventory Disclosure [Abstract]
Ingredients	$ 2,220	$ 2,279
Packaging	2,707	2,723
Finished goods	3,509	3,283
Total inventories	$ 8,436	$ 8,285

Property, Plant and Equipment_3

Property, Plant and Equipment, net (Details) - USD ($) $ in Thousands	Jun. 30, 2022	Dec. 31, 2021
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 55,164	$ 53,515
Less accumulated depreciation	(34,569)	(33,385)
Total property, plant and equipment, net	20,595	20,130
Land [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, gross	1,565	1,565
Building and Building Improvements [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, gross	18,079	17,920
Machinery and Equipment [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, gross	32,620	32,073
Vehicles [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, gross	640	640
Office Equipment [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, gross	900	900
Construction in Progress [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 1,360	$ 417

Goodwill and Intangible Asset_2

Goodwill and Intangible Assets (Details - Godwill) - USD ($) $ in Thousands	Jun. 30, 2022	Dec. 31, 2021
Goodwill and Intangible Assets Disclosure [Abstract]
Goodwill Before Impairment		$ 12,948
Goodwill, Impaired, Accumulated Impairment Loss		(1,244)
Goodwill	$ 11,704	$ 11,704

Goodwill and Intangible Asset_3

Goodwill and Intangible Assets (Details - Finite lived) - USD ($) $ in Thousands		Jun. 30, 2022	Dec. 31, 2021
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount		$ 16,344	$ 12,644
Accumulated Amortization		(8,636)	(8,366)
Net Carrying Amount		7,708	4,278
Net Carrying Amount, Intangible assets with indefinite lives		7,708	7,978
Gross Carrying Amount, Intangible assets with indefinite lives		16,344	16,344
Brand Names [Member]
Finite-Lived Intangible Assets [Line Items]
Accumulated Amortization	[1]	0	0
Gross Carrying Amount, Intangible assets with indefinite lives	[1]	0	3,700
Net Carrying Amount, Intangible assets with indefinite lives	[1]	0	3,700
Recipes [Member]
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount		44	44
Accumulated Amortization		(44)	(44)
Net Carrying Amount		0	0
Customer Lists And Other Customer Related Intangibles [Member]
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount		4,529	4,529
Accumulated Amortization		(4,529)	(4,529)
Net Carrying Amount		0	0
Customer Relationships [Member]
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount		3,385	3,385
Accumulated Amortization		(1,132)	(1,052)
Net Carrying Amount		2,253	2,333
Brand Names [Member]
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount		7,948	4,248
Accumulated Amortization		(2,493)	(2,303)
Net Carrying Amount		5,455	1,945
Formula [Member]
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount		438	438
Accumulated Amortization		(438)	(438)
Net Carrying Amount		$ 0	$ 0
[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.

Goodwill and Intangible Asset_4

Goodwill and Intangible Assets (Details - Amortization expense on intangible assets) $ in Thousands	Jun. 30, 2022 USD ($)
Goodwill and Intangible Assets Disclosure [Abstract]
Six months ended December 31, 2022	$ 270
2023	540
2024	540
2025	540
2026	$ 540

Accrued Expenses (Details)

Accrued Expenses (Details) - USD ($) $ in Thousands	Jun. 30, 2022	Dec. 31, 2021
Payables and Accruals [Abstract]
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

Debt (Details)

Debt (Details) - USD ($) $ in Thousands	Jun. 30, 2022	Dec. 31, 2021
Debt Disclosure [Abstract]
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

Debt (Details 1)

Debt (Details 1) $ in Thousands	Jun. 30, 2022 USD ($)
Debt Disclosure [Abstract]
Six months ended December 31, 2022	$ 500
2023	1,000
2024	1,000
2025	1,000
2026	500
Total term loan	$ 4,000

Debt (Details Narrative)

Debt (Details Narrative) $ in Thousands	6 Months Ended
	Jun. 30, 2022 USD ($)
Line of Credit Facility [Line Items]
Credit line effective interest rate	1%
Interest payable	1.95%
Unused revolving line of credit fee	0.20%
Letter of credit fee percentage	0.20%
Revolving Credit Facility [Member]
Line of Credit Facility [Line Items]
Credit line effective interest rate	3.07%
Long-Term Line of Credit	$ 2,777
Line of Credit Facility, Remaining Borrowing Capacity	2,223
Revolving Credit Facility [Member] | Incremental Facility [Member]
Line of Credit Facility [Line Items]
Line of Credit Facility, Current Borrowing Capacity	$ 5,000
Line of Credit Facility, Expiration Date	Jun. 30, 2025

Leases (Details)

Leases (Details) $ in Thousands	Jun. 30, 2022 USD ($)
Leases
Six months ended June 30, 2022	$ 77
2023	63
2024	46
2025	22
2026	6
Thereafter	0
Total lease payments	214
Less: Interest	(35)
Present value of lease liabilities	$ 179

Leases (Details Narrative)

Leases (Details Narrative) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Leases
Operating Lease, Expense	$ 82	$ 91	$ 147	$ 169
Weighted average remaining lease term	2 years 4 months 20 days		2 years 4 months 20 days
Weighted average discount rate	13.33%		13.33%
Operating lease liabilities	$ 42	$ 52	$ 85	$ 107

Income taxes (Details Narrative

Income taxes (Details Narrative) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Income Tax Disclosure [Abstract]
Effective Income Tax Rate Reconciliation, Percent	35.30%	31.10%	14.50%	31.20%
Unrecognized Tax Benefits	$ 0	$ 97	$ 0	$ 97

Stock-based and Other Compens_3

Stock-based and Other Compensation (Details - Option Activity) - Equity Option [Member] - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	6 Months Ended	12 Months Ended
	Jun. 30, 2022	Dec. 31, 2021
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Options outstanding, beginning balance	41
Weighted average exercise price, options outstanding, beginning balance	$ 10.42
Weighted average remaining contractural life, outstanding ending	3 years 8 months 19 days	4 years 2 months 19 days
Aggregate intrinsic value, options outstanding beginning	$ 0
Options granted	0
Weighted average exercise price, options granted	$ 0
Options exercised	0
Weighted average exercise price, options exercised	$ 0
Options forfeited	0
Weighted average exercise price, options forfeited	$ 0
Options outstanding, ending balance	41	41
Weighted average exercise price, options outstanding, ending balance	$ 10.42	$ 10.42
Aggregate intrinsic value, options outstanding ending	$ 0	$ 0
Exercisable	41
Weighted average exercise price, Exercisable	$ 10.42
Weighted average remaining contractural life, exercisable	3 years 8 months 19 days
Aggregate intrinsic value, options exercisable	$ 0

Stock-based and Other Compens_4

Stock-based and Other Compensation (Details - Restricted Stock Awards) - Restricted Stock Award [Member] shares in Thousands	6 Months Ended
	Jun. 30, 2022 $ / shares shares
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of shares outstanding, beginning | shares	94
Weighted average grant date fair value outstanding, beginning | $ / shares	$ 4.50
Granted | shares	1
Weighted average grant date fair value, granted | $ / shares	$ 5.60
Shares issued upon vesting | shares	(5)
Weighted average grant date fair value, shares issued upon vesting | $ / shares	$ 3.65
Forfeited | shares	0
Weighted average grant date fair value, forfeited | $ / shares	$ 0
Number of shares outstanding, ending | shares	90
Weighted average grant date fair value outstanding, ending | $ / shares	$ 4.52
Vested and deferred | shares	35
Weighted average grant date fair value, vested and deferred | $ / shares	$ 5.60

Stock-based and Other Compens_5

Stock-based and Other Compensation (Details Narrative) - USD ($) shares in Thousands, $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Restricted Stock Award [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Share-based compensation	$ 64	$ 33	$ 127	$ 69
Restricted Stock [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Share-based compensation			72
Tax related benefits	17	9	$ 35	20
Share-Based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Period for Recognition			1 year 2 months 12 days
2020 CEO Award [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Share-based compensation	57	80	$ 142	170
Long-term equity-based incentive			750
Unearned compensation related to non-vested RSA's	217		217
Unearned compensation related to non-vested 2022	87		87
Unearned compensation related to non-vested 2023	106		106
Unearned compensation related to non-vested 2024	24		24
Plan 2021 [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Share-based compensation	112	0	278	0
Unearned compensation related to non-vested RSA's	404		404
Unearned compensation related to non-vested 2022	171		171
Unearned compensation related to non-vested 2023	194		194
Unearned compensation related to non-vested 2024	$ 39		39
Plan 2021 [Member] | Minimum [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Long-term equity-based incentive			0
Plan 2021 [Member] | Maximum [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Long-term equity-based incentive			$ 1,069
Omnibus 2015 [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Stock authorized for issuance	3,500		3,500
Shares available for issuance	3,248		3,248
Defined Contribution Plan [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Contribution expense	$ 102	$ 105	$ 231	$ 218

Products and Customers (Details

Products and Customers (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Revenue, Major Customer [Line Items]
Total sales	$ 33,491	$ 29,162	$ 67,590	$ 58,538
Drinkable Kefir Other Than ProBugs [Member]
Revenue, Major Customer [Line Items]
Total sales	$ 26,120	$ 24,170	$ 52,482	$ 48,373
Drinkable Kefir Other Than ProBugs [Member] | Revenue Benchmark [Member] | Customer Concentration Risk [Member]
Revenue, Major Customer [Line Items]
Total sales percentage	78%	82%	78%	82%
Cheese [Member]
Revenue, Major Customer [Line Items]
Total sales	$ 2,998	$ 3,022	$ 6,022	$ 6,221
Cheese [Member] | Revenue Benchmark [Member] | Customer Concentration Risk [Member]
Revenue, Major Customer [Line Items]
Total sales percentage	9%	11%	9%	11%
Cream and Other [Member]
Revenue, Major Customer [Line Items]
Total sales	$ 1,596	$ 828	$ 3,564	$ 1,691
Cream and Other [Member] | Revenue Benchmark [Member] | Customer Concentration Risk [Member]
Revenue, Major Customer [Line Items]
Total sales percentage	5%	3%	5%	3%
Drinkable Yogurt [Member]
Revenue, Major Customer [Line Items]
Total sales	$ 1,526	$ 0	$ 3,077	$ 0
Drinkable Yogurt [Member] | Revenue Benchmark [Member] | Customer Concentration Risk [Member]
Revenue, Major Customer [Line Items]
Total sales percentage	5%	0%	5%	0%
ProBugs Kefir [Member]
Revenue, Major Customer [Line Items]
Total sales	$ 817	$ 751	$ 1,599	$ 1,431
ProBugs Kefir [Member] | Revenue Benchmark [Member] | Customer Concentration Risk [Member]
Revenue, Major Customer [Line Items]
Total sales percentage	2%	2%	2%	2%
Other Dairy [Member]
Revenue, Major Customer [Line Items]
Total sales	$ 434	$ 391	$ 846	$ 822
Other Dairy [Member] | Revenue Benchmark [Member] | Customer Concentration Risk [Member]
Revenue, Major Customer [Line Items]
Total sales percentage	1%	2%	1%	2%
Total Net Sales [Member]
Revenue, Major Customer [Line Items]
Total sales	$ 33,491	$ 29,162	$ 67,590	$ 58,538
Total Net Sales [Member] | Revenue Benchmark [Member] | Customer Concentration Risk [Member]
Revenue, Major Customer [Line Items]
Total sales percentage	100%	100%	100%	100%

Products and Customers (Detai_2

Products and Customers (Details Narrative)	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Revenue Benchmark [Member] | Two Customers [Member] | Customer Concentration Risk [Member]
Revenue, Major Customer [Line Items]
Concentration Risk, Percentage	22%	23%	22%	22%

Related Party Transactions (Det

Related Party Transactions (Details Narrative) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Related Party Transaction [Line Items]
Annual service fee	$ 500		$ 500
Annual performance fee	500		500
Other General and Administrative Expense	0	$ 125	22	$ 250
Selling expenses	2,482	2,566	5,684	5,788
Chairperson [Member]
Related Party Transaction [Line Items]
Products sold			50
Selling expenses	$ 150	$ 150	$ 300	$ 300