Notes to Consolidated Financial Statements
June 30, 2016 and December 31, 2015
(Unaudited)
(In thousands, except per share data)
Note 1 – Basis of Presentation
Basis of presentation
The
accompanying unaudited consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting
principles (“U.S. GAAP”) for interim financial information, and do not include all of the information and disclosures
required for complete, audited financial statements. In the opinion of management, all adjustments, consisting only of normal
recurring adjustments, considered necessary for a fair presentation, have been included. For further information, refer to the
consolidated financial statements and disclosures included in the consolidated financial statements included in the Company’s
Annual Report on Form 10-K as of and for the year ended December 31, 2015, as amended.
Certain
amounts in prior-year financial statements were reclassified to conform to the current-year presentation. The results for the
period are not necessarily indicative of the results to be expected for other interim periods or the full year.
New presentation format.
In prior periods, the
Company presented gross sales, discounts and promotional allowances and net sales as distinct financial statement captions in
our statements of income and comprehensive income. During the second quarter of 2016, the Company concluded that it
was appropriate to simply present net sales. All prior periods have been conformed to the new presentation.
Principles of consolidation
Our Consolidated Financial Statements
include the accounts of Lifeway Foods, Inc. and all of its wholly owned subsidiaries (collectively "Lifeway" or the
"Company"). All significant intercompany accounts and transactions have been eliminated.
Restatements of prior period financial
statements
Matters affecting the statements
of income and comprehensive income
During
fiscal year 2015 and continuing through the first two quarters of 2016 certain indirect manufacturing overhead costs were classified
as an element of General and Administrative (G&A) expenses in our Statements of Income and Comprehensive Income. These indirect
manufacturing overhead costs are more appropriately classified as an element of Cost of Goods Sold. Accordingly, the classification
errors have been restated in the Consolidated Statements of Income and Comprehensive Income.
The classification errors have no impact
on the Company's previously-reported net sales, income from operations, net income, or basic and diluted earnings per common share
presented in its Consolidated Statements of Income and Comprehensive Income, nor does it have any effect on the Company's previously-reported
Consolidated Balance Sheets, Consolidated Statements of Cash Flows, or Consolidated Statements of Changes in Stockholders' Equity.
Matters affecting the balance
sheets and statements of cash flows
The Company also determined that certain
operating assets at June 30, 2016 were not properly classified in our previously issued Consolidated Balance Sheets. These classification
errors did not have a material impact on the Company's previously issued Consolidated Balance Sheets and Consolidated Statements
of Cash Flows. To provide a higher degree of transparency and enhanced comparability between periods, these classification errors
have been revised. Certain trade receivables at June 30, 2016 were reclassified from non-current assets to current assets to reflect
the expected settlement of those receivables within one year; and certain investments that do not meet the definition of available-for-sale
securities were reclassified from investments at fair value to other assets.
These classification errors arose from
the previously disclosed material weaknesses in our financial reporting process including the manual nature of our financial statement
consolidation process.
Note 2 – 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 fair value of investment
securities, the valuation of goodwill and intangible assets, and deferred income taxes.
Revenue Recognition
The Company records sales when the following four criteria have
been met: (i) The product has been shipped and the Company has no significant remaining obligations; (ii) Persuasive evidence of
an agreement exists; (iii) The price to the buyer is fixed or determinable; and (iv) Collection is probable. In addition, shipping
costs invoiced to the customers are included in net sales and the related costs are included in cost of sales.
The Company routinely offers sales allowances and discounts
to our customers and consumers. These programs include rebates, in-store display and demo allowances, allowances for non-salable
product, coupons and other trade promotional activities. These allowances are considered reductions in the price of our products
and thus are recorded as reductions to gross sales. Some of these incentives are recorded by estimating incentive costs based on
our historical experience and expected levels of performance of the trade promotion. We maintain a reserve for the estimated allowances
incurred but unpaid. Differences between estimated and actual allowances are normally insignificant and are recognized in
income in the period such differences are determined. Product returns have historically not been material.
Bulk cream is a by-product of the Company's fluid milk manufacturing
process. The Company does not use bulk cream in any of its end products, but rather disposes of it through sales to other companies.
Bulk cream by-product sales are included in net sales.
Advertising and promotional costs
The Company expenses advertising costs as incurred. For
the six months ended June 30, 2016 and 2015 total advertising expenses were $2,753 and $2,821 respectively. For the three
months ended June 30, 2016 and 2015 total advertising expenses were $1,811 and $910 respectively.
Recent Accounting Pronouncements
In March 2016, the Financial Accounting Standards Board ("FASB")
issued new guidance regarding certain aspects of the accounting for employee share-based payment transactions including the accounting
for income taxes, forfeitures, and statutory tax withholding requirements, as well as classification in the statement of cash flows.
The new guidance will be effective for fiscal years beginning on or after December 15, 2016 and interim periods within those years.
Early adoption of the guidance is permitted. Management is currently evaluating the impact that the new guidance will have
on the consolidated financial statements.
In February 2016, the FASB issued new guidance regarding leases.
The guidance requires lessees to recognize the assets and liabilities that arise from leases on the balance sheet. A lessee
should recognize on the balance sheet a liability to make lease payments (the lease liability) and a right-of-use asset representing
its right to use the underlying asset for the lease term. The new guidance is effective for financial statements issued for
fiscal years beginning after December 15, 2018, and interim periods within those years. Management is currently evaluating the
impact that the new guidance will have on the consolidated financial statements.
In January, 2016, the FASB issued new guidance regarding the
recognition and measurement of financial assets and liabilities. The new guidance modifies how entities measure equity investments
and present changes in the fair value of certain financial liabilities. Under the new guidance, entities will have to measure equity
investments that do not result in consolidation and are not accounted under the equity method at fair value and recognize any changes
in fair value in net income unless certain conditions exist. The new guidance will be effective for fiscal years beginning
on or after December 15, 2017 and interim periods within those years. Other than for recognition and measurement, early adoption
of the guidance is permitted. Management is currently evaluating the impact that the new guidance will have on the consolidated
financial statements.
In November 2015, the FASB issued new guidance regarding the
balance sheet classification of deferred income taxes. This new guidance requires that all deferred tax assets and liabilities,
along with any related valuation allowance, be classified as noncurrent on the balance sheet. Previous guidance required
deferred tax assets and liabilities to be separated into current and noncurrent amounts on the balance sheet. The guidance is effective
for fiscal years beginning on or after December 15, 2016, and interim periods within those years. Management is currently evaluating
the impact that the new guidance will have on the consolidated financial statements.
In July 2015, the FASB issued new accounting guidance for measuring
inventory. The core principal of the guidance is that an entity should measure inventory at the lower of cost and net realizable
value. Net realizable value is the estimated selling prices in the ordinary course of business, less reasonably predictable
costs of completion, disposal, and transportation. This guidance does not apply to inventory that is being measured using
the Last-In, First-Out (LIFO) or the retail inventory method. The guidance is effective for financial statements issued for
annual and interim periods beginning after December 15, 2016 on a prospective basis. Early adoption is permitted. Management
is currently evaluating the impact this will have on the consolidated financial statements.
In May 2014, the FASB issued new guidance regarding revenue
recognition. Additional revenue recognition guidance clarifications have been issued subsequent to May 2014.
Collectively the new revenue recognition guidance supersedes the revenue recognition requirements in Topic 605, Revenue Recognition,
including most industry-specific requirements. The new guidance establishes a five-step revenue recognition process in which an
entity will recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration
to which the company expects to be entitled in exchange for those goods or services. The new guidance also requires enhanced disclosures
regarding the nature, amount, timing and uncertainty of revenues and cash flows from contracts with customers. The Company
is required to adopt the new guidance not later than January 1, 2018. Management is currently evaluating the impact that the new
guidance will have on the consolidated financial statements and the method of retrospective application, either full or modified.
Note 3 – Intangible Assets
Goodwill & indefinite-lived intangible assets consists of
the following:
|
|
June 30, 2016
|
|
|
December 31, 2015
|
|
Goodwill
|
|
$
|
10,368
|
|
|
$
|
10,368
|
|
Brand names
|
|
|
3,700
|
|
|
|
3,700
|
|
Goodwill & indefinite lived intangible assets
|
|
$
|
14,068
|
|
|
$
|
14,068
|
|
Other intangible assets, net consists of the following:
|
|
June 30, 2016
|
|
|
December 31, 2015
|
|
Recipes
|
|
$
|
44
|
|
|
$
|
44
|
|
Customer lists and other customer related intangibles
|
|
|
4,529
|
|
|
|
4,529
|
|
Customer relationship
|
|
|
985
|
|
|
|
985
|
|
Trade names
|
|
|
2,248
|
|
|
|
2,248
|
|
Formula
|
|
|
438
|
|
|
|
438
|
|
|
|
|
8,244
|
|
|
|
8,244
|
|
Accumulated amortization
|
|
|
(6,253
|
)
|
|
|
(5,900
|
)
|
Intangible assets, net
|
|
$
|
1,991
|
|
|
$
|
2,344
|
|
Note 4 – Investments
The cost and fair value of investments classified as available
for sale are as follows:
June 30, 2016
|
|
Cost
|
|
|
Unrealized
Gains
|
|
|
Unrealized
Losses
|
|
|
Fair
Value
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stocks & ETF's
|
|
$
|
654
|
|
|
$
|
59
|
|
|
$
|
(66
|
)
|
|
$
|
647
|
|
Mutual Funds
|
|
|
18
|
|
|
|
1
|
|
|
|
—
|
|
|
|
19
|
|
Preferred Securities
|
|
|
97
|
|
|
|
9
|
|
|
|
—
|
|
|
|
106
|
|
Corporate Bonds
|
|
|
866
|
|
|
|
39
|
|
|
|
(39
|
)
|
|
|
866
|
|
Total
|
|
$
|
1,635
|
|
|
$
|
108
|
|
|
$
|
(105
|
)
|
|
$
|
1,638
|
|
December 31, 2015
|
|
Cost
|
|
|
Unrealized
Gains
|
|
|
Unrealized
Losses
|
|
|
Fair
Value
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stocks & ETF's
|
|
$
|
690
|
|
|
$
|
17
|
|
|
$
|
(94
|
)
|
|
$
|
613
|
|
Mutual Funds
|
|
|
27
|
|
|
|
—
|
|
|
|
(1
|
)
|
|
|
26
|
|
Preferred Securities
|
|
|
98
|
|
|
|
6
|
|
|
|
—
|
|
|
|
104
|
|
Corporate Bonds
|
|
|
1,393
|
|
|
|
43
|
|
|
|
(88
|
)
|
|
|
1,348
|
|
Total
|
|
$
|
2,208
|
|
|
$
|
66
|
|
|
$
|
(183
|
)
|
|
$
|
2,091
|
|
Gross gains of $65 and $50 and gross losses of $92 and $72 were
realized on these sales during the six months ended June 30, 2016 and 2015, respectively. Gross gains of $63 and $44 and
gross losses of $78 and $61 were realized on these sales during the three months ended June 30, 2016 and 2015 respectively.
The following table shows the gross unrealized losses and fair
value of the Company's investments with unrealized losses that are not deemed to be other-than-temporarily impaired, aggregated
by investment category and length of time that individual securities have been in a continuous unrealized loss position, at June
30, 2016 and December 31, 2015:
|
|
Less Than 12 Months
|
|
|
12 Months or Greater
|
|
|
Total
|
|
June 30, 2016
|
|
Fair Value
|
|
|
Unrealized Losses
|
|
|
Fair Value
|
|
|
Unrealized Losses
|
|
|
Fair Value
|
|
|
Unrealized Losses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stocks & ETF's
|
|
$
|
51
|
|
|
$
|
(6
|
)
|
|
$
|
274
|
|
|
$
|
(60
|
)
|
|
$
|
325
|
|
|
$
|
(66
|
)
|
Mutual Funds
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
Preferred Securities
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
Corporate Bonds
|
|
|
249
|
|
|
|
(1
|
)
|
|
|
380
|
|
|
|
(38
|
)
|
|
|
629
|
|
|
|
(39
|
)
|
|
|
$
|
300
|
|
|
$
|
(7
|
)
|
|
$
|
654
|
|
|
$
|
(98
|
)
|
|
$
|
954
|
|
|
$
|
(105
|
)
|
|
|
Less Than 12 Months
|
|
|
12 Months or Greater
|
|
|
Total
|
|
December 31, 2015
|
|
Fair Value
|
|
|
Unrealized Losses
|
|
|
Fair Value
|
|
|
Unrealized Losses
|
|
|
Fair Value
|
|
|
Unrealized Losses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stocks & ETF's
|
|
$
|
225
|
|
|
$
|
(72
|
)
|
|
$
|
152
|
|
|
$
|
(22
|
)
|
|
$
|
377
|
|
|
$
|
(94
|
)
|
Mutual Funds
|
|
|
26
|
|
|
|
(1
|
)
|
|
|
—
|
|
|
|
—
|
|
|
|
26
|
|
|
|
(1
|
)
|
Preferred Securities
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
Corporate Bonds
|
|
|
370
|
|
|
|
(32
|
)
|
|
|
479
|
|
|
|
(56
|
)
|
|
|
849
|
|
|
|
(88
|
)
|
|
|
$
|
621
|
|
|
$
|
(105
|
)
|
|
$
|
631
|
|
|
$
|
(78
|
)
|
|
$
|
1,252
|
|
|
$
|
(183
|
)
|
The Company's investments in equity securities, mutual funds,
preferred securities, and corporate bonds consist of investments in common stock, preferred stock, structured notes and other
debt securities of companies in various industries. The Company recorded other-than-temporary impairment losses related to certain
structured notes of $0 and $180 during the six months ended June 30, 2016 and 2015 respectively. The structured notes allow
the issuer to settle at an amount less than par in certain circumstances. In reaching a conclusion to record these other-than-temporary
impairment losses, the Company evaluated the near-term prospects of the issuers and determined it was probable the issuers would
have the ability to settle the bonds for an amount less than par value at maturity.
Note 5 – Inventories
Inventories consist of the following:
|
|
June 30,
2016
|
|
|
December 31,
2015
|
|
Finished goods
|
|
$
|
3,204
|
|
|
$
|
2,946
|
|
Production supplies
|
|
|
3,007
|
|
|
|
2,636
|
|
Raw materials
|
|
|
3,101
|
|
|
|
2,082
|
|
Total inventories
|
|
$
|
9,312
|
|
|
$
|
7,664
|
|
Note 6 – Property and Equipment
Property and equipment consist of the following:
|
|
June 30,
2016
|
|
|
December 31,
2015
|
|
Land
|
|
$
|
1,807
|
|
|
$
|
1,807
|
|
Buildings and improvements
|
|
|
16,581
|
|
|
|
16,387
|
|
Machinery and equipment
|
|
|
22,496
|
|
|
|
22,907
|
|
Vehicles
|
|
|
1,203
|
|
|
|
1,298
|
|
Office equipment
|
|
|
716
|
|
|
|
709
|
|
Construction in process
|
|
|
902
|
|
|
|
311
|
|
|
|
|
43,705
|
|
|
|
43,419
|
|
Accumulated depreciation
|
|
|
(22,404
|
)
|
|
|
(22,044
|
)
|
Total property and equipment
|
|
$
|
21,301
|
|
|
$
|
21,375
|
|
Note 7 – Accrued Expenses
Accrued expenses consist of the following:
|
|
June 30,
2016
|
|
|
December 31,
2015
|
|
Accrued payroll and payroll taxes
|
|
$
|
1,724
|
|
|
$
|
859
|
|
Accrued property tax
|
|
|
340
|
|
|
|
377
|
|
Other
|
|
|
238
|
|
|
|
302
|
|
|
|
$
|
2,302
|
|
|
$
|
1,538
|
|
Note 8 – Notes Payable
|
|
|
|
|
|
March 31,
2016
|
|
|
December 31,
2015
|
|
|
|
|
|
|
|
|
Variable rate bank notes due May 31, 2018. Principal and interest payable monthly with a balloon payment due at maturity.
|
|
$
|
3,592
|
|
|
$
|
3,846
|
|
|
|
|
|
|
|
|
|
|
Variable rate bank notes due May 31, 2019. Principal and interest payable monthly with a balloon payment due at maturity.
|
|
|
3,947
|
|
|
|
4,113
|
|
|
|
|
|
|
|
|
|
|
Total notes payable
|
|
|
7,539
|
|
|
|
7,959
|
|
Less current maturities
|
|
|
840
|
|
|
|
840
|
|
Total long-term portion
|
|
$
|
6,699
|
|
|
$
|
7,119
|
|
The variable rate bank notes are subject to interest at the
prime rate or at the LIBOR rate plus 2.5% and are collateralized by substantially all of the assets of the Company. In addition,
under the terms of the related agreements, the Company is subject to minimum fixed charged ratio and tangible net worth thresholds,
which among other things may limit the Company's ability to pay dividends or repurchase shares of its common stock. The Company
was in compliance with these financial covenants at June 30, 2016. Further, under the agreements the Company is required
to deliver its annual and quarterly financial statements and related SEC filings within specified timeframes. At the time of filing
this Form 10-Q the Company was in compliance with these requirements.
Note 9 – Commitments and contingencies
Lease obligations
-The Company leases three stores for
its Lifeway Kefir Shop subsidiary. Total rent expense for these leases was $65 and $60 for the six months ended June 30, 2016 and
2015, respectively. The Company is also responsible for additional rent equal to real estate taxes and other operating expenses.
Litigation
-The Company is a party to lawsuits in the
normal course of business. In the opinion of management, the resolution of these lawsuits will not have a material adverse effect
on the Company's consolidated financial position or results of operations.
Note 10 – Income taxes
For each interim period, the Company estimates the effective
tax rate (ETR) expected to be applicable for the full year and applies that rate to income before provision for income taxes for
the period. Additionally, 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 effective tax rate for the three months ended June 30, 2016
was 27.2% compared to 54.7% for the three months ended June 30, 2015. The effective tax rate for the six months ended June
30, 2016 was 31.3% compared to 50.6% for the six months ended June 30, 2015. The decrease in the effective tax rates
for the three and six month periods ended June 30, 2016 was due to the following items:
●
|
During the three and six months ended June 30, 2016 we recorded an income tax benefit of $273 as a result of the favorable settlement of uncertain tax positions, which reduced the ETR for such periods by 9.2% and 6.0% respectively.
|
●
|
During the three and six months ended June 30, 2015 we incurred certain operating expenses that were not fully deductible for federal income tax purposes, which increased the ETR for such periods by 12.7% and 8.6% respectively.
|
Note 11 – Fair Value Measurements
FASB Accounting Standards Codification ("ASC") 820,
Fair Value Measurements and Disclosures, provides the framework for measuring fair value. That framework provides a fair value
hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority
to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurement) and the lowest priority
to unobservable inputs (level 3 measurements). The three levels of the fair value hierarchy under FASB ASC 820 are described as
follows:
Level 1.
Inputs to the valuation methodology are
unadjusted quoted prices for identical assets or liabilities in active markets that the Company has the ability to access.
Level 2.
Inputs to the valuation methodology include
the following:
|
●
|
Quoted prices for similar assets or liabilities in active markets;
|
|
●
|
Quoted prices for identical or similar assets or liabilities in inactive markets;
|
|
●
|
Inputs other than quoted prices that are observable for the asset or liability;
|
|
●
|
Inputs that are derived principally from or corroborated by observable market data by correlation or other means.
|
If the asset or liability has a specified (contractual) term,
the level 2 input must be observable for substantially the full term of the asset or liability.
Level 3.
Inputs to the valuation methodology are
unobservable and significant to the fair value measurement.
The asset or liability's fair value measurement level
within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Valuation
techniques used need to maximize the use of observable inputs and minimize the use of unobservable inputs.
The following is a description of the valuation methodologies
used for assets measured at fair value on a recurring basis. There have been no changes in the methodologies used as of June 30,
2016 and December 31, 2015.
The majority of the Company's fair value measurements for investments
are classified within Level 1 or Level 2 of the fair value hierarchy. The Company's Level 1 fair value measurements, which include
mutual funds and common stock, is based on quoted market prices in active markets for identical securities. The Company's Level
2 fair value measurements, which include corporate bonds and preferred securities, is based on quoted prices in inactive markets
for identical or similar assets. The company's level 3 fair value measurements which include other than temporarily impaired
bonds are based on the present value of the estimated proceeds expected to be received at maturity of the bond. Those bonds were
reclassified to level 3 from level 2 during 2015.
The preceding methods described may produce a fair value calculation
that may not be indicative of net realizable value or reflective of future fair values. Furthermore, although the Company
believes the valuation methods are appropriate and consistent with other market participants, the use of different methodologies
or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement
at the reporting date.
The following table sets forth by level, within the fair value
hierarchy, the Company's financial assets measured at fair value on a recurring basis as of June 30, 2016 and December 31, 2015.
Assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value
measurement:
|
|
Assets at Fair Value as of June 30, 2016
|
|
|
|
Level 1
|
|
|
Level 2
|
|
|
Level 3
|
|
|
Total
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mutual Funds
|
|
$
|
19
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
19
|
|
Common Stocks & ETF's
|
|
|
647
|
|
|
|
—
|
|
|
|
—
|
|
|
|
647
|
|
Preferred Securities
|
|
|
—
|
|
|
|
106
|
|
|
|
—
|
|
|
|
106
|
|
Corporate Bonds
|
|
|
—
|
|
|
|
808
|
|
|
|
58
|
|
|
|
866
|
|
|
|
Assets at Fair Value as of December 31, 2015
|
|
|
|
Level 1
|
|
|
Level 2
|
|
|
Level 3
|
|
|
Total
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mutual Funds
|
|
$
|
26
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
26
|
|
Common Stocks & ETF's
|
|
|
613
|
|
|
|
—
|
|
|
|
—
|
|
|
|
613
|
|
Preferred Securities
|
|
|
—
|
|
|
|
104
|
|
|
|
—
|
|
|
|
104
|
|
Corporate Bonds
|
|
|
—
|
|
|
|
1,187
|
|
|
|
161
|
|
|
|
1,348
|
|
The Company's financial assets and liabilities which are not
carried at fair value on a recurring basis include cash and cash equivalents, certificates of deposit, accounts receivable, other
receivables, accounts payable and notes payable for which carrying value approximates fair value.
Note 12 – Stock-based and Other Compensation
In December 2015, Lifeway shareholders approved the 2015 Omnibus
Incentive Plan, which authorized the issuance of an aggregate of 3.5 million shares to satisfy awards of stock options, stock
appreciation rights, unrestricted stock, restricted stock, restricted stock units, performance shares and performance units.
The Company has not established a pace for the frequency of awards under the Omnibus Incentive Plan, and may choose to suspend
the issuance of new awards in the future and may grant additional awards at any time including issuing special grants of restricted
stock, restricted stock units and stock options to attract and retain new and existing executives.
Pursuant to the Omnibus Incentive Plan, Lifeway granted 26
stock options to certain key employees of the company effective January 1, 2016 and 24 stock options on July 1, 2016 (the “2016
options”). The 2016 options generally vest over a three-year period, on a relatively accelerated basis. The accelerated
vesting reflects the landmark nature of the awards and the relative tenure of individual participants.
For the three and six months ended June 30, 2016 total pre-tax
stock-based compensation expense recognized in the consolidated statements of income and comprehensive income was $21 and $42 respectively.
For the three and six months ended June 30, 2016 tax-related benefits of $8 and $16 were also recognized.
|
|
Options
|
|
|
Weighted
average
exercise price
|
|
|
Weighted
average
remaining
contractual life
|
|
|
Aggregate
intrinsic value
|
|
Outstanding at December 31,2015
|
|
|
–
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Granted
|
|
|
26
|
|
|
$
|
11.10
|
|
|
|
|
|
|
|
|
|
Exercised
|
|
|
–
|
|
|
$
|
–
|
|
|
|
|
|
|
|
|
|
Terminated
|
|
|
–
|
|
|
$
|
–
|
|
|
|
|
|
|
|
|
|
Outstanding at June 30, 2016
|
|
|
26
|
|
|
$
|
11.10
|
|
|
|
9.75
|
|
|
$
|
–
|
|
Exercisable at June 30, 2016
|
|
|
–
|
|
|
$
|
–
|
|
|
|
|
|
|
|
|
|
We measure the fair value of stock options using the Black-Scholes
option pricing model. The expected term of options granted was based on the weighted average time of vesting and the end of the
contractual term. We utilized this simplified method as we do not have sufficient historical exercise data to provide a reasonable
basis upon which to estimate the expected term.
The following assumptions were used for the grants in 2016:
|
|
2016
|
|
Risk free interest rate
|
|
|
1.85
|
%
|
Expected dividend yield
|
|
|
0.28
|
%
|
Expected volatility
|
|
|
38.87
|
%
|
Expected term
|
|
|
5.65
|
|
|
|
|
|
|
We expense stock options on a straight-line basis over the service
period. As of June 30, 2016, the total remaining unearned compensation related to non-vested stock options was $69, which
will be amortized over the weighted-average remaining service period of 1.1 years.
In March 2016 Lifeway established an incentive-based compensation
program for certain senior executives (the "participants"). The incentive compensation is based on the achievement
of certain sales and EBITDA performance levels versus respective targets in 2016. Under the program, collectively
the participants may earn cash and equity-based incentive compensation in amounts ranging from $0 to $4,000 during 2016 depending
on the performance levels compared to the respective targets. The participants' achievement of equity-based compensation
during the balance of 2016 is considered to be likely. At June 30, 2016 bonuses of $1,040 had been earned under the program,
including $200 of equity-based awards.
The company 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, 2016 and 2015 total contribution expense recognized in the
consolidated statements of income and comprehensive income was $129 and $123 respectively. For the three months ended June
30, 2016 and 2015 total contribution expense recognized in the consolidated statements of income and comprehensive income was $47
and $62 respectively.
Note 13 – Segments, Products and Customers
The Company manufactures probiotic, cultured, functional dairy
health food products. The Company's primary product is kefir, a dairy beverage similar to but distinct from yogurt, in several
flavors and in several package configurations. In addition to the drinkable products, Lifeway manufactures "Lifeway
Farmer Cheese," a line of various farmer cheeses.
The Company has determined that it has one reportable segment
based on how the Company's chief operating decision maker manages the business and in a manner consistent with the internal reporting
provided to the chief operating decision maker. The chief operating decision maker, who is responsible for allocating resources
and assessing company performance, has been identified collectively as the Chief Financial Officer, the Chief Operating Officer,
the Chief Executive Officer and Chairman of the board of directors. Substantially all of the consolidated revenues of the Company
relate to the sale of fermented dairy products which are produced using the same processes and materials and are sold to consumers
through a network of distributors and retailers in the United States.
Net sales of products by category were
as follows:
|
|
Six months ended
June 30,
|
|
|
Three months ended
June 30,
|
|
|
|
2016
|
|
|
2015
|
|
|
2016
|
|
|
2015
|
|
Drinkable Kefir other than ProBugs
|
|
$
|
54,602
|
|
|
$
|
50,821
|
|
|
$
|
26,535
|
|
|
$
|
25,234
|
|
Pro Bugs
|
|
|
3,357
|
|
|
|
4,297
|
|
|
|
1,716
|
|
|
|
2,291
|
|
Lifeway Farmer Cheese
|
|
|
5,099
|
|
|
|
3,464
|
|
|
|
2,462
|
|
|
|
1,742
|
|
Frozen Kefir
|
|
|
643
|
|
|
|
861
|
|
|
|
418
|
|
|
|
554
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Sales
|
|
$
|
63,701
|
|
|
$
|
59,443
|
|
|
$
|
31,131
|
|
|
$
|
29,821
|
|
Significant Customers
--Sales are predominately
to companies in the retail food industry, located within the United States. Two major customers accounted for approximately
27% and 29% of net sales for the six months ended June 30, 2016 and 2015, respectively and 27% and 31% of net sales for the three
months ended June 30, 2016 and 2015 respectively.
Note 14 – Related party transactions
The Company obtains consulting services from the Chairman of
its board of directors. Fees earned by the Chairman are included in general and administrative expense in the accompanying
consolidated statements of income and comprehensive income and were $539 and $387 during the six months ended June 30, 2016 and
2015 respectively, and $213 and $246 during the three months ended June 30, 2016 and 2015 respectively.
Beginning in 2016 the Company is also a party to a royalty agreement
with the Chairman of its board of directors under which the Company pays the Chairman a royalty based on the sale of certain Lifeway
product, not to exceed $50 in any fiscal month. Royalties of $300 and $150 were earned by the Chairman during the six months
and three months ended June 30, 2016 respectively and were included in selling expenses in the accompanying consolidated statements
of income and comprehensive income.