Lifeway Foods (LWAY) 10-Q 15 May 23 2023 Q1 Quarterly report Financial data

Cover

Cover - shares	3 Months Ended
	Mar. 31, 2023	May 10, 2023
Cover [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Mar. 31, 2023
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2023
Current Fiscal Year End Date	--12-31
Entity File Number	000-17363
Entity Registrant Name	LIFEWAY FOODS, INC.
Entity Central Index Key	0000814586
Entity Tax Identification Number	36-3442829
Entity Incorporation, State or Country Code	IL
Entity Address, Address Line One	6431 West Oakton
Entity Address, City or Town	Morton Grove
Entity Address, State or Province	IL
Entity Address, Postal Zip Code	60053
City Area Code	(847)
Local Phone Number	967-1010
Title of 12(b) Security	Common Stock, No Par Value
Trading Symbol	LWAY
Security Exchange Name	NASDAQ
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		14,656,155

Consolidated Balance Sheets (Un

Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Current assets
Cash and cash equivalents	$ 5,209	$ 4,444
Accounts receivable, net of allowance for doubtful accounts and discounts & allowances of $1,750 and $1,820 at March 31, 2023 and December 31, 2022 respectively	11,985	11,414
Inventories, net	9,292	9,631
Prepaid expenses and other current assets	1,068	1,445
Refundable income taxes		44
Total current assets	27,554	26,978
Property, plant and equipment, net	22,140	20,905
Operating lease right-of-use asset	154	174
Goodwill	11,704	11,704
Intangible assets, net	7,303	7,438
Other assets	1,800	1,800
Total assets	70,655	68,999
Current liabilities
Current portion of note payable	1,000	1,250
Accounts payable	9,146	7,979
Accrued expenses	3,228	3,813
Accrued income taxes	416	0
Total current liabilities	13,790	13,042
Line of credit	2,777	2,777
Note payable	2,228	2,477
Operating lease liabilities	88	104
Deferred income taxes, net	3,029	3,029
Total liabilities	21,912	21,429
Commitments and contingencies (Note 9)
Stockholders' equity
Preferred stock, no par value; 2,500 shares authorized; no shares issued or outstanding at March 31, 2023 and December 31, 2022	0	0
Common stock, no par value; 40,000 shares authorized; 17,274 shares issued; 14,645 outstanding at March 31, 2023 and December 31, 2022	6,509	6,509
Paid-in capital	3,967	3,624
Treasury stock, at cost	(16,993)	(16,993)
Retained earnings	55,260	54,430
Total stockholders' equity	48,743	47,570
Total liabilities and stockholders' equity	$ 70,655	$ 68,999

Consolidated Balance Sheets (_2

Consolidated Balance Sheets (Unaudited) (Parenthetical) - USD ($) shares in Thousands, $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Statement of Financial Position [Abstract]
Allowance for doubtful accounts and discounts	$ 1,750	$ 1,820
Preferred stock, par value	$ 0	$ 0
Preferred stock, shares authorized	2,500	2,500
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common stock, par value	$ 0	$ 0
Common stock, shares authorized	40,000	40,000
Common stock, shares issued	17,274	14,645
Common stock, shares outstanding	17,274	14,645

Consolidated Statements of Oper

Consolidated Statements of Operations (Unaudited) - USD ($) shares in Thousands, $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Income Statement [Abstract]
Net Sales	$ 37,904	$ 34,099
Cost of goods sold	29,030	27,863
Depreciation expense	648	656
Total cost of goods sold	29,678	28,519
Gross profit	8,226	5,580
Selling expense	3,519	3,202
General and administrative expense	3,135	3,292
Amortization expense	135	135
Total operating expenses	6,789	6,629
Income (loss) from operations	1,437	(1,049)
Other (expense) income:
Interest expense	(104)	(42)
Other (expense) income, net	5	(1)
Total other (expense) income	(99)	(43)
Income (loss) before provision for income taxes	1,338	(1,092)
Provision (benefit) for income taxes	508	(197)
Net income (loss)	$ 830	$ (895)
Earnings (loss) per common share:
Basic	$ 0.06	$ (0.06)
Diluted	$ 0.06	$ (0.06)
Weighted average common shares:
Basic	14,645	15,435
Diluted	15,030	15,435

Consolidated Statements of Stoc

Consolidated Statements of Stockholder's Equity (Unaudited) - USD ($) shares in Thousands, $ in Thousands	Common Stock [Member]	Treasury Stock, Common [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	Total
Beginning balance, value at Dec. 31, 2021	$ 6,509	$ (13,436)	$ 2,552	$ 53,506	$ 49,131
Beginning balance, shares at Dec. 31, 2021	17,274	(1,839)
Stock-based compensation			109		109
Net income				(895)	(895)
Ending balance, value at Mar. 31, 2022	$ 6,509	$ (13,436)	2,661	52,611	48,345
Ending balance, shares at Mar. 31, 2022	17,274	(1,839)
Beginning balance, value at Dec. 31, 2022	$ 6,509	$ (16,993)	3,624	54,430	47,570
Beginning balance, shares at Dec. 31, 2022	17,274	(2,629)
Stock-based compensation			343		343
Net income				830	830
Ending balance, value at Mar. 31, 2023	$ 6,509	$ (16,993)	$ 3,967	$ 55,260	$ 48,743
Ending balance, shares at Mar. 31, 2023	17,274	(2,629)

Consolidated Statements of Cash

Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Cash flows from operating activities:
Net income (loss)	$ 830	$ (895)
Adjustments to reconcile net income (loss) to operating cash flow:
Depreciation and amortization	783	791
Non-cash interest expense	2	2
Deferred revenue	0	(8)
Stock-based compensation	343	315
(Increase) decrease in operating assets:
Accounts receivable	(572)	(1,458)
Inventories	339	(364)
Refundable income taxes	44	(159)
Prepaid expenses and other current assets	377	188
Increase (decrease) in operating liabilities:
Accounts payable	1,046	2,109
Accrued expenses	(581)	(643)
Accrued income taxes	416	(526)
Net cash provided by (used in) operating activities	3,027	(648)
Cash flows from investing activities:
Purchases of property and equipment	(1,762)	(348)
Net cash used in investing activities	(1,762)	(348)
Cash flows from financing activities:
Repayment of note payable	(500)	(250)
Net cash used in financing activities	(500)	(250)
Net increase (decrease) in cash and cash equivalents	765	(1,246)
Cash and cash equivalents at the beginning of the period	4,444	9,233
Cash and cash equivalents at the end of the period	5,209	7,987
Supplemental cash flow information:
Cash paid for income taxes, net	47	95
Cash paid for interest	130	40
Non-cash investing activities
Accrued purchase of property and equipment	122	17
Increase in right-of-use assets and operating lease obligations	$ 19	$ 36

Basis of Presentation

Basis of Presentation	3 Months Ended
	Mar. 31, 2023
Accounting Policies [Abstract]
Basis of Presentation	Note 1 – Basis of Presentation The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the U.S. (“U.S. GAAP”) for interim financial information, and do not include certain information and footnote disclosures required for complete, audited financial statements. In the opinion of management, these statements include all adjustments necessary for a fair presentation of the results of all interim periods reported herein. The consolidated financial statements and related notes should be read in conjunction with the consolidated financial statements and related notes included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022. Results of operations for any interim period are not necessarily indicative of future or annual results. Principles of consolidation The consolidated financial statements include the accounts of Lifeway Foods, Inc. and all its wholly owned subsidiaries (collectively “Lifeway” or the “Company”). All significant intercompany accounts and transactions have been eliminated.

Summary of Significant Accounti

Summary of Significant Accounting Policies	3 Months Ended
	Mar. 31, 2023
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	Note 2 – Summary of Significant Accounting Policies Our significant accounting policies, which are summarized in detail in our Annual Report on Form 10-K for the fiscal year ended December 31, 2022, have not materially changed. The following is a description of certain of our significant accounting policies. Use of estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates made in preparing the consolidated financial statements include the reserve for promotional allowances, the valuation of goodwill and intangible assets, stock-based and incentive compensation, and deferred income taxes. Cash and cash equivalents Lifeway considers cash and all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. Cash and cash equivalents are stated at cost, which approximates or equals fair value due to their short-term nature. Lifeway from time to time may have bank deposits in excess of insurance limits of the Federal Deposit Insurance Corporation. The Company places its cash and cash equivalents with high credit quality financial institutions. Lifeway has not experienced any losses in such accounts and believes the financial risks associated with these financial instruments are minimal. Customer concentration Sales are predominately to companies in the retail food industry located within the United States. Two major customers accounted for approximately 24 21 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 $ 1,463 1,204 Segments The Company is managed as a single reportable segment. The Chief Executive Officer, who is the Company’s Chief Operating Decision Maker (“CODM”), reviews financial information on an aggregate basis for purposes of allocating resources and assessing financial performance, as well as for making strategic operational decisions and managing the organization. Substantially all of Lifeway’s consolidated revenues relate to the sale of cultured dairy products that it produces using the same processes and materials and are sold to consumers through a common network of distributors and retailers in the United States. Recent accounting pronouncements Adopted In October 2021, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers. The new guidance provides a single comprehensive accounting model on revenue recognition for contracts with customers and requires that the acquirer in a business combination recognize and measure contract assets and liabilities acquired in a business combination in accordance with Topic 606 (Revenue from Contracts with Customers). The amendments in this ASU are effective for fiscal years beginning after December 15, 2022. The Company adopted this standard during the first quarter of 2023. The adoption did not have a material impact on the Company’s financial statements. In March 2020, the FASB issued ASU No. 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting. The new guidance provides optional expedients and exceptions for applying U.S. GAAP to contracts, hedging relationships, and other transactions that reference LIBOR or another reference rate expected to be discontinued because of reference rate reform. The guidance will be effective prospectively as of March 12, 2020 through December 31, 2022 and interim periods within those fiscal years. The Company adopted this standard during the first quarter of 2023. The adoption did not have a material impact on the Company’s financial statements. In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, in November 2018 issued an amendment, ASU 2018-19, Codification Improvements to Topic 326, Financial Instruments - Credit Losses, and in November 2019 issued two amendments, ASU 2019-10, Financial Instruments – Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842): Effective Dates, and ASU 2019-11, Codification Improvements to Topic 326, Financial Instruments – Credit Losses. The series of new guidance amends the impairment model by requiring entities to use a forward-looking approach based on expected losses rather than incurred losses to estimate credit losses on certain types of financial instruments, including trade receivables. This may result in the earlier recognition of allowances for losses. The guidance should be applied on either a prospective transition or modified-retrospective approach depending on the subtopic. The guidance is effective for annual periods beginning after December 15, 2022, including interim periods within those fiscal years, with early adoption permitted. The Company adopted this standard during the first quarter of 2023. The adoption did not have a material impact on the Company’s financial statements.

Inventories, net

Inventories, net	3 Months Ended
	Mar. 31, 2023
Inventory Disclosure [Abstract]
Inventories, net	Note 3 – Inventories, net Inventories consisted of the following: Schedule of inventories March 31, December 31, Ingredients $ 3,029 $ 2,859 Packaging 2,929 3,233 Finished goods 3,334 3,539 Total inventories, net $ 9,292 $ 9,631

Property, Plant and Equipment,

Property, Plant and Equipment, net	3 Months Ended
	Mar. 31, 2023
Property, Plant and Equipment [Abstract]
Property, Plant and Equipment, net	Note 4 – Property, Plant and Equipment, net Property, plant and equipment consisted of the following: Schedule of property, plant and equipment March 31, December 31, Land $ 1,565 $ 1,565 Buildings and improvements 19,356 19,341 Machinery and equipment 32,786 32,786 Vehicles 712 640 Office equipment 1,024 979 Construction in process 2,931 1,180 58,374 56,491 Less accumulated depreciation (36,234 ) (35,586 ) Total property, plant and equipment, net $ 22,140 $ 20,905

Goodwill and Intangible Assets

Goodwill and Intangible Assets	3 Months Ended
	Mar. 31, 2023
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, 2022, before accumulated impairment loses $ 12,948 Accumulated impairment losses (1,244 ) Balance at December 31, 2022 $ 11,704 Balance at March 31, 2023 $ 11,704 Intangible Assets Other intangible assets, net consisted of the following: Schedule of finite-lived intangible assets March 31, 2023 December 31, 2022 Gross Net Gross Net Carrying Accumulated Carrying Carrying Accumulated Carrying Amount Amortization Amount Amount Amortization Amount Recipes $ 44 $ (44 ) $ – $ 44 $ (44 ) $ – Customer lists and other customer related intangibles 4,529 (4,529 ) – 4,529 (4,529 ) – Customer relationship 3,385 (1,252 ) 2,133 3,385 (1,212 ) 2,173 Brand names 7,948 (2,778 ) 5,170 7,948 (2,683 ) 5,265 Formula 438 (438 ) – 438 (438 ) – Total intangible assets, net $ 16,344 $ (9,041 ) $ 7,303 $ 16,344 $ (8,906 ) $ 7,438 Estimated amortization expense on intangible assets for the next five years is as follows: Schedule of amortization expense on intangible assets Year Amortization Nine months ended December 31, 2023 $ 405 2024 $ 540 2025 $ 540 2026 $ 540 2027 $ 540

Accrued Expenses

Accrued Expenses	3 Months Ended
	Mar. 31, 2023
Payables and Accruals [Abstract]
Accrued Expenses	Note 6 – Accrued Expenses Accrued expenses consisted of the following: Schedule of accrued expenses March 31, December 31, 2022 Payroll and incentive compensation $ 2,327 $ 2,925 Real estate taxes 309 394 Current portion of operating lease liabilities 66 70 Other 526 424 Total accrued expenses $ 3,228 $ 3,813

Debt

Debt	3 Months Ended
	Mar. 31, 2023
Debt Disclosure [Abstract]
Debt	Note 7 – Debt Note payable consisted of the following: Schedule of debt March 31, 2023 December 31, 2022 Term loan due August 18, 2026. Interest (6.71% at March 31, 2023) payable monthly. $ 3,250 $ 3,750 Unamortized deferred financing costs (22 ) (23 ) Total note payable 3,228 3,727 Less current portion (1,000 ) (1,250 ) Total long-term portion $ 2,228 $ 2,477 The scheduled maturities of the term loan, excluding deferred financing costs, at March 31, 2023 are as follows: Schedule of maturities of long-term debt Nine months ended December 31, 2023 $ 750 2024 1,000 2025 1,000 2026 500 Total term loan $ 3,250 Credit Agreement On August 18, 2021, Lifeway entered into the Fourth Modification (the “Fourth Modification”) to the Amended and Restated Loan and Security Agreement (as amended and modified from time to time, the “Credit Agreement” and, as amended and modified by the Fourth Modification, the “Modified Credit Agreement”) with its existing lender and certain of its subsidiaries. The Fourth Modification amends the Credit Agreement to provide for, among other things, a $5 million term loan by the existing lender to the borrowers to be repaid in quarterly installments of principal and interest over a term of five years (the “Term Loan”). The termination date of the Term Loan is August 18, 2026, unless earlier terminated. The Amended and Restated Loan and Security Agreement continues to provide Lifeway with a revolving line of credit up to a maximum of $5 million (the “Revolving Loan”) and provides the Borrowers with an incremental facility not to exceed $5 million (the “Incremental Facility” and together with the Revolving Loan, the “Loans”). The Termination Date of the Revolving Loan was extended to June 30, 2025 As amended, all outstanding amounts under the revolving line of credit and term loan bear interest, at Lifeway’s election, at either the lender Base Rate (the Prime Rate minus 1.00%) or the LIBOR plus 1.95%, payable monthly in arrears. Lifeway is also required to pay a quarterly unused revolving line of credit fee of 0.20 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 March 31, 2023. Revolving Credit Facility As of March 31, 2023, the Company had $ 2,777 2,223 6.66

Leases

Leases	3 Months Ended
	Mar. 31, 2023
Leases
Leases	Note 8 – Leases The Company leases certain machinery and equipment with fixed base rent payments and variable costs based on usage. Remaining lease terms for these leases range from less than one year to five years. The Company includes lease extension options, if applicable and reasonably certain to be exercised, in the calculation of the right-of-use asset and lease liabilities. Lifeway includes only fixed payments for lease components in the measurement of the right-of-use asset and lease liability. Variable lease payments are those that vary because of changes in facts or circumstances occurring after the commencement date, other than the passage of time. There are no residual value guarantees. Lifeway does not currently have leases which meet the finance lease classification as defined under ASC 842. Lifeway treats contracts as a lease when the contract conveys the right to use a physically distinct asset for a period of time in exchange for consideration, it directs the use of the asset and obtains substantially all the economic benefits of the asset. Right-of-use assets and lease liabilities are measured and recognized based on the present value of the future minimum lease payments over the lease term at the commencement date. Lifeway has elected the practical expedient to combine lease and non-lease components into a single component for all of its leases. When the Company is unable to determine an implicit interest rate, it uses its incremental borrowing rate based on the information available at the commencement date in determining the present value of future payments for those leases. Lifeway includes options to extend or terminate the lease in the measurement of the right-of-use asset and lease liability when it is reasonably certain that it will exercise such options. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term. The Company does not record leases with an initial term of 12 months or less on the balance sheet. Expense for these short-term leases is recorded on a straight-line basis over the lease term. Total lease expense was $ 31 65 Future maturities of lease liabilities were as follows: Future maturities of lease liabilities Year Operating Leases Nine months ended December 31, 2023 $ 62 2024 67 2025 33 2026 10 2027 3 Thereafter – Total lease payments 175 Less: Interest (21 ) Present value of lease liabilities $ 154 The weighted-average remaining lease term for its operating leases was 2.54 11.67 25 43

Commitments and contingencies

Commitments and contingencies	3 Months Ended
	Mar. 31, 2023
Commitments and Contingencies Disclosure [Abstract]
Commitments and contingencies	Note 9 – Commitments and contingencies Litigation Lifeway is involved in various legal proceedings, claims, disputes, regulatory matters, audits, and proceedings arising in the ordinary course of, or incidental to the Company’s business, including commercial disputes, product liabilities, intellectual property matters and employment-related matters. See footnote 13 for subsequent event litigation. 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	3 Months Ended
	Mar. 31, 2023
Income Tax Disclosure [Abstract]
Income taxes	Note 10 – Income taxes Income taxes were recognized at effective rates of 37.9 18.1 The Company calculates the provision for income taxes during interim reporting periods by applying an estimate of the annual effective tax rate for the full year, excluding unusual or infrequently occurring discrete items, and applies that rate to income (loss) before provision for income taxes for the period. In accordance with the authoritative guidance, the Company used a discrete effective tax rate method to calculate income taxes for the quarter ended March 31, 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. The Company consistently reflects non-deductible officer compensation expense, non-deductible compensation expense related to equity incentive awards and separate state tax rates from period to period. Although similar items were reflected in 2023, the percentage effect is different due to the difference in pre-tax income (loss) in 2023 compared to 2022. Unrecognized tax benefits were $ 0

Stock-based and Other Compensat

Stock-based and Other Compensation	3 Months Ended
	Mar. 31, 2023
Share-Based Payment Arrangement [Abstract]
Stock-based and Other Compensation	Note 11 – Stock-based and Other Compensation Omnibus Incentive Plan In December 2015, Lifeway stockholders approved the 2015 Omnibus Incentive Plan, which authorized the issuance of an aggregate of 3.5 million On August 31, 2022, Lifeway stockholders approved the 2022 Plan. Under the 2022 Plan, the Compensation Committee of the Board of Directors may grant awards of various types of compensation, including, nonqualified stock options, incentive stock options, stock appreciation rights, restricted stock, restricted stock units, performance shares, performance units, cash-based awards and other stock-based awards. The maximum number of shares authorized to be awarded under the 2022 Plan is 3.25 million Awards granted under the 2022 Plan are generally subject to a minimum vesting period of at least one year. Awards may be subject to cliff-vesting or graded-vesting conditions, with graded vesting starting no earlier than one year after the grant date. The Plan Administrator may provide for shorter vesting periods in an award agreement for no more than five percent of the maximum number of shares authorized for issuance under the 2022 Plan. As of March 31, 2023, 3.00 million Stock Options The following table summarizes stock option activity during the three months ended March 31, 2023: Schedule of stock option activity Options Weighted Weighted Aggregate Outstanding at December 31, 2022 41 $ 10.42 3.22 $ – Granted – – – – Exercised – – – – Forfeited – – – – Outstanding at March 31, 2023 41 $ 10.42 2.97 $ – Exercisable at March 31, 2023 41 $ 10.42 2.97 $ – Restricted Stock Awards A Restricted Stock Award (“RSA”) represents the right to receive one share of common stock in the future. RSAs have no exercise price. The grant date fair value of the awards is determined by the Company’s closing stock price on the grant date. Lifeway expenses RSAs over the vesting period. The following table summarizes RSA activity during the three months ended March 31, 2023. Schedule of RSA Activity Restricted Stock Awards Weighted Average Grant Date Fair Value Outstanding at December 31, 2022 164 $ 5.69 Granted – – Shares issued upon vesting – – Forfeited – – Outstanding at March 31, 2023 164 $ 5.69 Vested and deferred at March 31, 2023 37 $ 5.60 For the three months ended March 31, 2023 and 2022 total pre-tax stock-based compensation expense recognized in the consolidated statements of operations was $ 104 63 29 18 417 1.29 Long-Term Incentive Plan Compensation Lifeway has established long-term incentive-based compensation programs for certain senior executives and key employees pursuant to the terms of its incentive plans. 2020 CEO Incentive Award During the fourth quarter 2020, Lifeway awarded a long-term equity-based incentive of $ 750 43 85 86 62 24 2021 Equity Award The 2021 long-term equity incentive plan compensation is based on Lifeway’s achievement of adjusted EBITDA performance versus the respective target established by the Board for 2021. Under the 2021 plan, collectively the participants earned equity-based incentive compensation of $ 1,069 84 166 150 110 40 2022 Equity Award Under the 2022 long-term incentive plan, participants can earn a specified number of target level Performance Share Units (“PSUs”) contingent upon the achievement of strategic milestones during the three-year Measurement Period, which is fiscal year 2022 to 2024. The strategic milestones are 1) 3-year cumulative net revenue, and 2) 3-year cumulative adjusted EBITDA. The target number of PSU awards are weighted 50% on net revenue and 50% on adjusted EBITDA. Collectively, the participants can earn 125,066 PSUs at the target level. Participants may earn more or less than the target number of shares based on actual results, however the minimum and maximum number of shares that can be earned are bound by minimum and maximum thresholds of net revenue and adjusted EBITDA. The PSU awards will be earned and will vest, if at all, after the end of the three-year measurement period based on achievement of the milestones. The PSU awards do not vest during the three-year measurement period. The PSUs have a grant date fair value of $6.25 dollars per share. For the three months ended March 31, 2023 and 2022, $ 112 0 The 2022 long-term incentive plan also granted restricted stock unit awards that contain only a service condition and vest on the passage of time in three equal installments on each of the first three anniversaries of the August 31, 2022 grant date. The stock-based compensation expense for these awards is included in the Restricted Stock Award section above. Non-Employee Director Plan On August 31, 2022, Lifeway stockholders approved the 2022 Non-Employee Director Equity and Deferred Compensation Plan (the “ 466 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 three months ended March 31, 2023 and 2022, total contribution expense recognized in the consolidated statements of operations was $ 150 129

Related Party Transactions

Related Party Transactions	3 Months Ended
	Mar. 31, 2023
Related Party Transactions [Abstract]
Related Party Transactions	Note 12 – Related Party Transactions Consulting Services Lifeway obtained consulting services from Ludmila Smolyansky, a member of the Company’s Board of Directors and former Chairperson of its Board of Directors. On January 4, 2022, the Company notified Ms. Smolyansky that it was terminating the amended and restated consultancy agreement effective January 17, 2022. Service fees earned are included in general and administrative expenses in the accompanying consolidated statements of operations and were $ 0 22 Endorsement Agreement Lifeway was also a party to an endorsement agreement, dated as March 14, 2016, by and between the Company and Ludmila Smolyansky, a member of the Company’s Board of Directors and former Chairperson of its Board of Directors (the “Endorsement Agreement”) under which it paid the Chairperson a royalty based on the sale of certain Lifeway products, not to exceed $50 in any fiscal month. On September 6, 2022, the Company entered into an agreement (the “Termination Agreement”) with Ms. Smolyansky that terminated the Endorsement Agreement as of September 6, 2022. Pursuant to the Termination Agreement, the Company and Ms. Smolyansky have agreed, among other things, that (i) the Company will pay Ms. Smolyansky a lump sum payment of $400, (ii) Ms. Smolyansky will no longer have any further claims against the Company under the Endorsement Agreement, and (iii) the Endorsement Agreement was terminated and of no further force or effect except for the provisions thereof that expressly survive termination. Royalties earned were $ 0 150

Subsequent Events

Subsequent Events	3 Months Ended
	Mar. 31, 2023
Subsequent Events [Abstract]
Subsequent Events	Note 13 – Subsequent Events On April 14, 2023, the Company filed a lawsuit against Ludmila Smolyansky, a current director of the Company (“Ms. Smolyansky”), and Edward Smolyansky, a former director and executive officer of the Company (“Mr. Smolyansky,” and together with Ms. Smolyansky, the “Defendants”) in the Circuit Court of Cook County, Illinois. The Company alleged, among other claims, that the Defendants breached their contractual obligations under the Proxy Settlement Agreement, the Employment Settlement Agreement between the Company and Mr. Smolyansky and the Endorsement Termination Agreement between the Company and Ms. Smolyansky (collectively, the “Agreements”), as applicable, by publicly making statements which negatively commented upon the Company, including the Company’s corporate activities, Board and management and submitting what was purported to be an alternate slate of director nominees for consideration at this Annual Meeting in violation of the Proxy Settlement Agreement. The Company is seeking recovery of at least $100 from Mr. Smolyansky and at least $400 from Ms. Smolyansky.

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Policies)	3 Months Ended
	Mar. 31, 2023
Accounting Policies [Abstract]
Use of estimates	Use of estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates made in preparing the consolidated financial statements include the reserve for promotional allowances, the valuation of goodwill and intangible assets, stock-based and incentive compensation, and deferred income taxes.
Cash and cash equivalents	Cash and cash equivalents Lifeway considers cash and all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. Cash and cash equivalents are stated at cost, which approximates or equals fair value due to their short-term nature. Lifeway from time to time may have bank deposits in excess of insurance limits of the Federal Deposit Insurance Corporation. The Company places its cash and cash equivalents with high credit quality financial institutions. Lifeway has not experienced any losses in such accounts and believes the financial risks associated with these financial instruments are minimal.
Customer concentration	Customer concentration Sales are predominately to companies in the retail food industry located within the United States. Two major customers accounted for approximately 24 21
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 $ 1,463 1,204
Segments	Segments The Company is managed as a single reportable segment. The Chief Executive Officer, who is the Company’s Chief Operating Decision Maker (“CODM”), reviews financial information on an aggregate basis for purposes of allocating resources and assessing financial performance, as well as for making strategic operational decisions and managing the organization. Substantially all of Lifeway’s consolidated revenues relate to the sale of cultured dairy products that it produces using the same processes and materials and are sold to consumers through a common network of distributors and retailers in the United States.
Recent accounting pronouncements	Recent accounting pronouncements Adopted In October 2021, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers. The new guidance provides a single comprehensive accounting model on revenue recognition for contracts with customers and requires that the acquirer in a business combination recognize and measure contract assets and liabilities acquired in a business combination in accordance with Topic 606 (Revenue from Contracts with Customers). The amendments in this ASU are effective for fiscal years beginning after December 15, 2022. The Company adopted this standard during the first quarter of 2023. The adoption did not have a material impact on the Company’s financial statements. In March 2020, the FASB issued ASU No. 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting. The new guidance provides optional expedients and exceptions for applying U.S. GAAP to contracts, hedging relationships, and other transactions that reference LIBOR or another reference rate expected to be discontinued because of reference rate reform. The guidance will be effective prospectively as of March 12, 2020 through December 31, 2022 and interim periods within those fiscal years. The Company adopted this standard during the first quarter of 2023. The adoption did not have a material impact on the Company’s financial statements. In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, in November 2018 issued an amendment, ASU 2018-19, Codification Improvements to Topic 326, Financial Instruments - Credit Losses, and in November 2019 issued two amendments, ASU 2019-10, Financial Instruments – Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842): Effective Dates, and ASU 2019-11, Codification Improvements to Topic 326, Financial Instruments – Credit Losses. The series of new guidance amends the impairment model by requiring entities to use a forward-looking approach based on expected losses rather than incurred losses to estimate credit losses on certain types of financial instruments, including trade receivables. This may result in the earlier recognition of allowances for losses. The guidance should be applied on either a prospective transition or modified-retrospective approach depending on the subtopic. The guidance is effective for annual periods beginning after December 15, 2022, including interim periods within those fiscal years, with early adoption permitted. The Company adopted this standard during the first quarter of 2023. The adoption did not have a material impact on the Company’s financial statements.

Inventories, net (Tables)

Inventories, net (Tables)	3 Months Ended
	Mar. 31, 2023
Inventory Disclosure [Abstract]
Schedule of inventories	Schedule of inventories March 31, December 31, Ingredients $ 3,029 $ 2,859 Packaging 2,929 3,233 Finished goods 3,334 3,539 Total inventories, net $ 9,292 $ 9,631

Property, Plant and Equipment_2

Property, Plant and Equipment, net (Tables)	3 Months Ended
	Mar. 31, 2023
Property, Plant and Equipment [Abstract]
Schedule of property, plant and equipment	Schedule of property, plant and equipment March 31, December 31, Land $ 1,565 $ 1,565 Buildings and improvements 19,356 19,341 Machinery and equipment 32,786 32,786 Vehicles 712 640 Office equipment 1,024 979 Construction in process 2,931 1,180 58,374 56,491 Less accumulated depreciation (36,234 ) (35,586 ) Total property, plant and equipment, net $ 22,140 $ 20,905

Goodwill and Intangible Assets

Goodwill and Intangible Assets (Tables)	3 Months Ended
	Mar. 31, 2023
Goodwill and Intangible Assets Disclosure [Abstract]
Schedule of goodwill	Schedule of goodwill Total Balance at December 31, 2022, before accumulated impairment loses $ 12,948 Accumulated impairment losses (1,244 ) Balance at December 31, 2022 $ 11,704 Balance at March 31, 2023 $ 11,704
Schedule of finite-lived intangible assets	Schedule of finite-lived intangible assets March 31, 2023 December 31, 2022 Gross Net Gross Net Carrying Accumulated Carrying Carrying Accumulated Carrying Amount Amortization Amount Amount Amortization Amount Recipes $ 44 $ (44 ) $ – $ 44 $ (44 ) $ – Customer lists and other customer related intangibles 4,529 (4,529 ) – 4,529 (4,529 ) – Customer relationship 3,385 (1,252 ) 2,133 3,385 (1,212 ) 2,173 Brand names 7,948 (2,778 ) 5,170 7,948 (2,683 ) 5,265 Formula 438 (438 ) – 438 (438 ) – Total intangible assets, net $ 16,344 $ (9,041 ) $ 7,303 $ 16,344 $ (8,906 ) $ 7,438
Schedule of amortization expense on intangible assets	Schedule of amortization expense on intangible assets Year Amortization Nine months ended December 31, 2023 $ 405 2024 $ 540 2025 $ 540 2026 $ 540 2027 $ 540

Accrued Expenses (Tables)

Accrued Expenses (Tables)	3 Months Ended
	Mar. 31, 2023
Payables and Accruals [Abstract]
Schedule of accrued expenses	Schedule of accrued expenses March 31, December 31, 2022 Payroll and incentive compensation $ 2,327 $ 2,925 Real estate taxes 309 394 Current portion of operating lease liabilities 66 70 Other 526 424 Total accrued expenses $ 3,228 $ 3,813

Debt (Tables)

Debt (Tables)	3 Months Ended
	Mar. 31, 2023
Debt Disclosure [Abstract]
Schedule of debt	Schedule of debt March 31, 2023 December 31, 2022 Term loan due August 18, 2026. Interest (6.71% at March 31, 2023) payable monthly. $ 3,250 $ 3,750 Unamortized deferred financing costs (22 ) (23 ) Total note payable 3,228 3,727 Less current portion (1,000 ) (1,250 ) Total long-term portion $ 2,228 $ 2,477
Schedule of maturities of long-term debt	Schedule of maturities of long-term debt Nine months ended December 31, 2023 $ 750 2024 1,000 2025 1,000 2026 500 Total term loan $ 3,250

Leases (Tables)

Leases (Tables)	3 Months Ended
	Mar. 31, 2023
Leases
Future maturities of lease liabilities	Future maturities of lease liabilities Year Operating Leases Nine months ended December 31, 2023 $ 62 2024 67 2025 33 2026 10 2027 3 Thereafter – Total lease payments 175 Less: Interest (21 ) Present value of lease liabilities $ 154

Stock-based and Other Compens_2

Stock-based and Other Compensation (Tables)	3 Months Ended
	Mar. 31, 2023
Share-Based Payment Arrangement [Abstract]
Schedule of stock option activity	Schedule of stock option activity Options Weighted Weighted Aggregate Outstanding at December 31, 2022 41 $ 10.42 3.22 $ – Granted – – – – Exercised – – – – Forfeited – – – – Outstanding at March 31, 2023 41 $ 10.42 2.97 $ – Exercisable at March 31, 2023 41 $ 10.42 2.97 $ –
Schedule of RSA Activity	Schedule of RSA Activity Restricted Stock Awards Weighted Average Grant Date Fair Value Outstanding at December 31, 2022 164 $ 5.69 Granted – – Shares issued upon vesting – – Forfeited – – Outstanding at March 31, 2023 164 $ 5.69 Vested and deferred at March 31, 2023 37 $ 5.60

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Details Narrative) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Product Information [Line Items]
Advertising Expense	$ 1,463	$ 1,204
Revenue Benchmark [Member] | Two Customers [Member] | Customer Concentration Risk [Member]
Product Information [Line Items]
Concentration risk	24%	21%

Inventories, net (Details)

Inventories, net (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Inventory Disclosure [Abstract]
Ingredients	$ 3,029	$ 2,859
Packaging	2,929	3,233
Finished goods	3,334	3,539
Total inventories, net	$ 9,292	$ 9,631

Property, Plant and Equipment_3

Property, Plant and Equipment, net (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 58,374	$ 56,491
Less accumulated depreciation	(36,234)	(35,586)
Total property, plant and equipment, net	22,140	20,905
Land [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, gross	1,565	1,565
Building and Building Improvements [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, gross	19,356	19,341
Machinery and Equipment [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, gross	32,786	32,786
Vehicles [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, gross	712	640
Office Equipment [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, gross	1,024	979
Construction in Progress [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 2,931	$ 1,180

Goodwill and Intangible Asset_2

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

Goodwill and Intangible Asset_3

Goodwill and Intangible Assets (Details - Finite lived) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	$ 16,344	$ 16,344
Accumulated Amortization	(9,041)	(8,906)
Net Carrying Amount	7,303	7,438
Recipes [Member]
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	44	44
Accumulated Amortization	(44)	(44)
Net Carrying Amount	0	0
Customer Lists And Other Customer Related Intangibles [Member]
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	4,529	4,529
Accumulated Amortization	(4,529)	(4,529)
Net Carrying Amount	0	0
Customer Relationships [Member]
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	3,385	3,385
Accumulated Amortization	(1,252)	(1,212)
Net Carrying Amount	2,133	2,173
Brand Names [Member]
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	7,948	7,948
Accumulated Amortization	(2,778)	(2,683)
Net Carrying Amount	5,170	5,265
Formula [Member]
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	438	438
Accumulated Amortization	(438)	(438)
Net Carrying Amount

Goodwill and Intangible Asset_4

Goodwill and Intangible Assets (Details - Amortization expense on intangible assets) $ in Thousands	Mar. 31, 2023 USD ($)
Goodwill and Intangible Assets Disclosure [Abstract]
Nine months ended December 31, 2023	$ 405
2024	540
2025	540
2026	540
2027	$ 540

Accrued Expenses (Details)

Accrued Expenses (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Payables and Accruals [Abstract]
Payroll and incentive compensation	$ 2,327	$ 2,925
Real estate taxes	309	394
Current portion of operating lease liabilities	66	70
Other	526	424
Total accrued expenses	$ 3,228	$ 3,813

Debt (Details)

Debt (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Debt Disclosure [Abstract]
Term loan due August 18, 2026. Interest (6.71% at March 31, 2023) payable monthly.	$ 3,250	$ 3,750
Unamortized deferred financing costs	(22)	(23)
Total note payable	3,228	3,727
Less current portion	(1,000)	(1,250)
Total long-term portion	$ 2,228	$ 2,477

Debt (Details 1)

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

Debt (Details Narrative)

Debt (Details Narrative) $ in Thousands	3 Months Ended
	Mar. 31, 2023 USD ($)
Line of Credit Facility [Line Items]
Unused revolving line of credit fee	0.20%
Letter of credit fee percentage	0.20%
Revolving Credit Facility [Member]
Line of Credit Facility [Line Items]
Long-Term Line of Credit	$ 2,777
Line of Credit Facility, Remaining Borrowing Capacity	$ 2,223
Credit line effective interest rate	6.66%
Revolving Credit Facility [Member] | Incremental Facility [Member]
Line of Credit Facility [Line Items]
Line of Credit Facility, Expiration Date	Jun. 30, 2025

Leases (Details)

Leases (Details) $ in Thousands	Mar. 31, 2023 USD ($)
Leases
Nine months ended December 31, 2023	$ 62
2024	67
2025	33
2026	10
2027	3
Thereafter	0
Total lease payments	175
Less: Interest	(21)
Present value of lease liabilities	$ 154

Leases (Details Narrative)

Leases (Details Narrative) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Leases
Operating Lease, Expense	$ 31	$ 65
Weighted average remaining lease term	2 years 6 months 14 days
Weighted average discount rate	11.67%
Operating lease liabilities	$ 25	$ 43

Income taxes (Details Narrative

Income taxes (Details Narrative) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Income Tax Disclosure [Abstract]
Effective Income Tax Rate Reconciliation, Percent	37.90%	18.10%
Unrecognized Tax Benefits	$ 0	$ 0

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	3 Months Ended	12 Months Ended
	Mar. 31, 2023	Dec. 31, 2022
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Options outstanding, beginning balance	41
Weighted average exercise price, options outstanding, ending balance	$ 10.42	$ 10.42
Weighted average remaining contractural life, outstanding ending	2 years 11 months 19 days	3 years 2 months 19 days
Aggregate intrinsic value, options outstanding ending	$ 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
Exercisable	41
Weighted average exercise price, Exercisable	$ 10.42
Weighted average remaining contractural life, exercisable	2 years 11 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 shares in Thousands	3 Months Ended
	Mar. 31, 2023	Dec. 31, 2022
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of shares outstanding, ending	164	164
Weighted average grant date fair value outstanding, ending	$ 5.69	$ 5.69
Granted	0
Weighted average grant date fair value, granted	$ 0
Shares issued upon vesting	0
Weighted average grant date fair value, shares issued upon vesting	$ 0
Forfeited	0
Weighted average grant date fair value, forfeited	$ 0
Vested and deferred	37
Weighted average grant date fair value, vested and deferred	$ 5.60

Stock-based and Other Compens_5

Stock-based and Other Compensation (Details Narrative) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Aug. 31, 2022
Restricted Stock Award [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Share-based compensation	$ 104	$ 63
Restricted Stock [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Share-based compensation	417
Tax related benefits	$ 29	18
Share-Based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Period for Recognition	1 year 3 months 14 days
2020 CEO Award [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Share-based compensation	$ 43	85
Long-term equity-based incentive	750
Unearned compensation related to non-vested RSA's	86
Unearned compensation related to non-vested 2023	62
Unearned compensation related to non-vested 2024	24
Plan 2021 [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Share-based compensation	84	166
Unearned compensation related to non-vested RSA's	150
Unearned compensation related to non-vested 2023	110
Unearned compensation related to non-vested 2024	40
Plan 2021 [Member] | Maximum [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Long-term equity-based incentive	1,069
Plan 2022 [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Share-based compensation	$ 112	0
2015 Omnibus Incentive Plan [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of shares authorized for issuance	3,500,000
Omnibus 2022 Plan [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of shares authorized for issuance			3,250,000
Share-Based Compensation Arrangement by Share-Based Payment Award, Number of Shares Available for Grant	3,000,000
2022 Director Plan [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Share-Based Compensation Arrangement by Share-Based Payment Award, Number of Shares Available for Grant	466,000
Defined Contribution Plan [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Contribution expense	$ 150	$ 129

Related Party Transactions (Det

Related Party Transactions (Details Narrative) - Ludmila Smolyansky [Member] - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Related Party Transaction [Line Items]
Other General and Administrative Expense	$ 0	$ 22
Royalty Expense	$ 0	$ 150