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Lifeway Foods, Inc. - Quarter Report: 2012 September (Form 10-Q)

form10q_17403.htm


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
 
FORM 10-Q
 

 
(Mark One)
 
x
QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the quarterly period ended:  September 30, 2012
 
o
TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the transition period from __________ to __________
 
Commission File Number: 000-17363
 

 
LIFEWAY FOODS, INC.
(Exact Name of Registrant as Specified in its Charter)
 

 
Illinois
36-3442829
(State or Other Jurisdiction of
Incorporation or Organization)
(I.R.S. Employer
Identification No.)
 
 6431 West Oakton, Morton Grove, IL 60053
(Address of Principal Executive Offices, Zip Code)
 
(847-967-1010)
(Registrant’s Telephone Number, Including Area Code) 
 
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.   Yes  x   No  o
 
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data file required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).   Yes  x   No  o
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
 
Large accelerated filer o
Accelerated filer o
Non-accelerated filer  o
Smaller reporting company x
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).   Yes  o   No  x
 
As of November 8, 2012, the issuer had 16,359,017 shares of common stock, no par value, outstanding.
 


 
 
 
 
LIFEWAY FOODS, INC.
CONTENTS TO FORM 10-Q
 
 
     
Page(s)
PART I —
FINANCIAL INFORMATION
 
 
       
ITEM 1.
FINANCIAL STATEMENTS.
  3
       
ITEM 2.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
  20
       
ITEM 3.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
  22
       
ITEM 4.
CONTROLS AND PROCEDURES.
  22
       
       
       
PART II —
OTHER INFORMATION
   
       
ITEM 1.
LEGAL PROCEEDINGS.
  23
       
   ITEM 1A.
RISK FACTORS.
   23
       
ITEM 2.
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.
  23
       
ITEM 3.
DEFAULTS UPON SENIOR SECURITIES.
   23
       
ITEM 4.
MINE SAFETY DISCLOSURE.
  23
       
ITEM 5.
OTHER INFORMATION.
  23
       
ITEM 6.
EXHIBITS.
  23
       
       
SIGNATURES
    24
       
EXHIBIT INDEX
     
 
 
 
- 2 -

 
PART I – FINANCIAL INFORMATION
 
ITEM 1. FINANCIAL STATEMENTS.

LIFEWAY FOODS, INC. AND SUBSIDIARIES
Consolidated Statements of Financial Condition
September 30, 2012 and 2011 (Unaudited) and December 31, 2011

   
(Unaudited)
       
   
September 30,
   
December 31,
 
   
2012
   
2011
   
2011
 
ASSETS
                 
                   
Current assets
                 
Cash and cash equivalents
  $ 2,379,565     $ 860,683     $ 1,115,150  
Investments
    2,032,598       1,814,344       1,695,044  
Certificates of deposits in financial institutions
    450,000       300,000       300,000  
Inventories
    5,569,887       5,779,926       4,954,475  
Accounts receivable, net of allowance for doubtful
                       
accounts and discounts
    10,002,065       9,362,672       7,950,276  
Prepaid expenses and other current assets
    45,350       86,402       79,630  
Other receivables
    3,946       14,833       224,204  
Deferred income taxes
    315,887       458,001       338,690  
Refundable income taxes
    84,828       0       41,316  
Total current assets
    20,884,126       18,676,861       16,698,785  
                         
Property and equipment, net
    14,754,312       15,380,717       15,198,822  
                         
Intangible assets
                       
Goodwill and other non-amortizable brand assets
    14,068,091       14,068,091       14,068,091  
Other intangible assets, net of accumulated amortization of $3,662,477 and $2,891,981 at September 30, 2012 and 2011 and 3,087,940 at December 31, 2011, respectively
    4,643,523       5,414,019       5,218,060  
Total intangible assets
    18,711,614       19,482,110       19,286,151  
                         
Other Assets
                       
Long-term accounts receivable net of current portion
    162,522       0       289,550  
Total assets
  $ 54,512,574     $ 53,539,688     $ 51,473,308  
                         
LIABILITIES AND STOCKHOLDERS' EQUITY
                       
                         
Current liabilities
                       
Checks written in excess of bank balances
  $ ---     $ 870,987     $ 592,040  
Current maturities of notes payable
    580,781       1,923,436       1,540,716  
Accounts payable
    5,118,902       4,529,757       4,386,239  
Accrued expenses
    894,092       857,862       553,725  
Accrued income taxes
    1,341,652       351,107       0  
Total current liabilities
    7,935,427       8,533,149       7,072,720  
                         
Notes payable
    5,096,675       5,882,691       5,539,836  
                         
Deferred income taxes
    3,112,529       3,313,092       3,503,595  
Total liabilities
    16,144,631       17,728,932       16,116,151  
                         
Stockholders' equity
                       
Common stock, no par value; 20,000,000 shares authorized; 17,273,776 shares issued; 16,359,017 shares outstanding at September 30, 2012; 17,273,776 shares issued; 16,425,809 shares outstanding at September 30, 2011; 17,273,776 shares issued; 16,409,317 shares outstanding at December 31, 2011
    6,509,267       6,509,267       6,509,267  
Paid-in-capital
    2,032,516       2,032,516       2,032,516  
Treasury stock, at cost
    ( 8,077,239 )     ( 7,447,975 )     ( 7,606,974 )
Retained earnings
    37,831,275       34,797,229       34,431,296  
Accumulated other comprehensive income (loss), net of taxes
    72,124       ( 80,281 )     ( 8,948 )
Total stockholders' equity
    38,367,943       35,810,756       35,357,157  
                         
Total liabilities and stockholders' equity
  $ 54,512,574     $ 53,539,688     $ 51,473,308  
 
See accompanying notes to financial statements.
 
 
- 3 -

 
LIFEWAY FOODS, INC. AND SUBSIDIARIES
Consolidated Statements of Income and Comprehensive Income
For the Three and Nine Months Ended September 30, 2012 and 2011 (unaudited)
 
   
(Unaudited)
   
(Unaudited)
 
   
Three Months Ended
   
Nine Months Ended
 
   
September 30,
   
September 30,
 
   
2012
   
2011
   
2012
   
2011
 
                                                 
Sales
  $ 22,617,132           $ 19,423,533           $ 66,876,986           $ 58,383,802        
Less: discounts and allowances
    (1,997,399 )           ( 1,721,929 )           (6,306,675 )           ( 5,180,377 )      
Net sales
    20,619,733       20,619,733       17,701,604       17,701,604       60,570,311       60,570,311       53,203,425       53,203,425  
Cost of goods sold
            12,738,310               10,958,115               37,079,491               32,883,760  
Depreciation expense
            407,567               396,732               1,219,721               1,163,939  
Total cost of goods sold
            13,145,877               11,354,847               38,299,212               34,047,699  
Gross profit
            7,473,856               6,346,757               22,271,099               19,155,726  
Selling expenses
            2,974,294               2,661,983               8,300,810               7,545,239  
General and administrative
            2,225,224               1,921,111               6,319,259               5,489,072  
Amortization expense
            197,129               195,958               574,538               587,874  
 
Total operating expenses
            5,396,647               4,779,052               15,194,607               13,622,185  
Income from operations
            2,077,209               1,567,705               7,076,492               5,533,541  
Other income (expense):
                                                               
Interest and dividend income
            16,270               14,465               52,321               49,152  
Rental income
            4,270               4,546               10,284               5,196  
Interest expense
            ( 41,897 )             ( 61,074 )             (136,000 )             (195,502 )
Gain (loss) on sale of investments, net
            4,024               ( 33,477 )             26,415               ( 35,533 )
Loss on disposition of assets
            0               ( 20,135 )             0               ( 20,135 )
Total other income (expense)
            ( 17,333 )             ( 95,675 )             ( 46,980 )             (196,822 )
Income before provision for
                                                               
income taxes
            2,059,876               1,472,030               7,029,512               5,336,719  
Provision for income taxes
            657,697               441,989               2,483,216               2,115,365  
Net income
          $ 1,402,179             $ 1,030,041             $ 4,546,296             $ 3,221,354  
Basic and diluted earnings
                                                               
per common share
            .09               0.06               0.28               0.20  
Weighted average number of
                                                               
shares outstanding
            16,366,974               16,428,005               16,380,793               16,450,973  
                                                                 
COMPREHENSIVE INCOME
                                                               
                                                                 
Net income
          $ 1,402,179             $ 1,030,041             $ 4,546,296             $ 3,221,354  
                                                                 
Other comprehensive income
                                                               
(loss), net of tax:
                                                               
Unrealized gains (losses) on
                                                               
investments (net of tax)
            62,266               ( 83,118 )             95,996               ( 57,263 )
Less reclassification adjustment for (gains)
                                                               
 losses included in
                                                               
  net income (net of taxes)
            (2,274 )             18,914               (14,924             20,076  
Comprehensive income
          $ 1,462,171             $ 965,837             $ 4,627,368             $ 3,184,167  
 
See accompanying notes to financial statements.
 
 
- 4 -

 
LIFEWAY FOODS, INC. AND SUBSIDIARIES
Consolidated Statements of Changes in Stockholders’ Equity
For the Nine Months Ended September 30, 2012 and 2011 (Unaudited)
and for the Year Ended December 31, 2011
 
 
   
Common Stock, No Par Value
                                 
Accumulated
       
   
20,000,000 Shares
   
# of Shares
                           
Other
       
   
Authorized
   
of
                           
Comprehensive
       
   
# of Shares
   
# of Shares
   
Treasury
   
Common
   
Paid In
   
Treasury
   
Retained
   
Income (Loss),
       
   
Issued
   
Outstanding
   
Stock
   
Stock
   
Capital
   
Stock
   
Earnings
   
Net of Tax
   
Total
 
                                                       
Balances at December 31, 2010
    17,273,776       16,536,657       737,119     $ 6,509,267     $ 2,032,516     $ (6,425,546 )   $ 31,575,875     $ (43,094 )   $ 33,649,018  
                                                                         
Redemption of stock
    0       (127,340 )     127,340       0       0       (1,181,428 )     0       0       (1,181,428 )
Issuance of treasury stock for compensation
    0                       0                       0       0       0  
Other comprehensive income (loss):
                                                                       
Unrealized gains on securities, net of taxes
    0       0       0       0       0       0       0       34,146       34,146  
Net income for the year ended
                                                                       
December 31, 2011
    0       0       0       0       0       0       2,855,421       0       2,855,421  
Balances at December 31, 2011
    17,273,776       16,409,317       864,459     $ 6,509,267     $ 2,032,516     $ (7,606,974 )   $ 34,431,296     $ (8,948 )   $ 35,357,157  
                                                                         
Balances at January 1, 2011
    17,273,776       16,536,657       737,119     $ 6,509,267     $ 2,032,516     $ (6,425,546 )   $ 31,575,875     $ (43,094 )   $ 33,649,018  
                                                                         
Redemption of stock
    0       (110,848 )     110,848       0       0       (1,022,429 )     0       0       (1,022,429 )
Other comprehensive income (loss):
                                                                       
Unrealized gains on securities, net of taxes
    0       0       0       0       0       0       0       (37,187 )     (37,187 )
Net income for the nine months
                                                                       
ended September 30, 2011
    0       0       0       0       0       0       3,221,354       0       3,221,354  
Balances at September 30, 2011
    17,273,776       16,425,809       847,967     $ 6,509,267     $ 2,032,516     $ (7,447,975 )   $ 34,797,229     $ (80,281 )   $ 35,810,756  
                                                                         
Balances at January 1, 2012
    17,273,776       16,409,317       864,459     $ 6,509,267     $ 2,032,516     $ (7,606,974 )   $ 34,431,296     $ (8,948 )   $ 35,357,157  
                                                                         
Redemption of stock
    0       (50,300 )     50,300       0       0       (470,265 )     0       0       (470,265 )
Other comprehensive income (loss):
                                                                       
Unrealized gains on securities, net of taxes
    0       0       0       0       0       0       0       81,072       81,072  
Net income for the nine months
                                                                       
ended September 30, 2012
    0       0       0       0       0       0       4,546,296       0       4,546,296  
Dividends ($.07) per share
    0       0       0       0       0       0       (1,146,317 )     0       (1,146,317 )
Balances at September 30, 2012
    17,273,776       16,359,017       914,759     $ 6,509,267     $ 2,032,516     $ (8,077,239 )   $ 37,831,275     $ 72,124     $ 38,367,943  
 
 
See accompanying notes to financial statements.
 
 
- 5 -

 
LIFEWAY FOODS, INC. AND SUBSIDIARIES
Consolidated Statements of Cash Flows
For the Nine Months Ended September 30, 2012 and 2011 (Unaudited)
 
 
   
(Unaudited)
 
   
September 30
 
   
2012
   
2011
           
Cash flows from operating activities:
         
Net income
  $ 4,546,296     $ 3,221,354  
Adjustments to reconcile net income to net
               
cash flows from operating activities, net of acquisition:
               
Depreciation and amortization
    1,794,259       1,751,813  
Loss (gain) on sale of investments, net
    ( 26,415 )     35,533  
Loss on disposition of equipment
    0       20,135  
Deferred income taxes
    ( 458,424 )     ( 186,677 )
Bad Debt Expense
    332,301       80,000  
(Increase) decrease in operating assets:
               
Accounts receivable
    ( 2,106,020 )     ( 2,649,396 )
Other receivables
    220,258       89,847  
Inventories
    ( 615,412 )     ( 1,794,552 )
Refundable income taxes
    ( 43,512 )     906,748  
Prepaid expenses and other current assets
    34,280       71,913  
Increase (decrease) in operating liabilities:
               
Accounts payable
    732,663       346,276  
Accrued expenses
    340,367       348,403  
Income taxes payable
    1,341,652       351,107  
Net cash provided by operating activities
    6,092,293       2,592,504  
                 
Cash flows from investing activities:
               
Purchases of investments
    ( 1,092,976 )     ( 1,806,564 )
Proceeds from sale of investments
    802,026       990,397  
Investments in certificates of deposits
    ( 150,000 )     ( 50,000 )
Purchases of property and equipment
    ( 775,210     ( 1,241,388 )
Net cash (used in) provided by investing activities
    ( 1,216,160 )     ( 2,107,555 )
                 
Cash flows from financing activities:
               
Proceeds of note payable
    0       1,000,000  
Checks written in excess of bank balances
    ( 592,040 )     ( 470,223 )
Purchases of treasury stock
    ( 470,265 )     ( 1,022,429 )
Dividends paid
    ( 1,146,317 )     0  
Repayment of notes payable
    ( 1,403,096 )     ( 2,361,553 )
Net cash used in financing activities
  $ (3,611,718 )     ( 2,854,205 )
                 
Net (decrease) increase in cash and cash equivalents
    1,264,415       ( 2,369,256 )
                 
Cash and cash equivalents at the beginning of the period
    1,115,150       3,229,939  
                 
Cash and cash equivalents at the end of the period
  $ 2,379,565     $ 860,683  

See accompanying notes to financial statements.
 
 
- 6 -

 
LIFEWAY FOODS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
For the Nine Months Ended September 30, 2012 and 2011
and for the Year Ended December 31, 2011


Note 1 – NATURE OF BUSINESS

Lifeway Foods, Inc. (the “Company” or “Lifeway”) commenced operations in February 1986 and incorporated under the laws of the state of Illinois on May 19, 1986. The Company’s principal business activity is the production of dairy products. Specifically, the Company produces Kefir, a drinkable product which is similar to but distinct from yogurt, in several flavors sold under the name “Lifeway’s Kefir;” a plain farmer’s cheese sold under the name “Lifeway’s Farmer’s Cheese;” a fruit sugar-flavored product similar in consistency to cream cheese sold under the name of “Sweet Kiss;” and a dairy beverage, similar to Kefir, with increased protein and calcium, sold under the name “Basics Plus.” The Company also produces a vegetable-based seasoning under the name “Golden Zesta.” The Company currently distributes its products throughout the Chicago Metropolitan area and various cities on the East Coast through local food stores.  In addition, products are sold throughout the United States and Ontario, Canada by distributors.  The Company also distributes some of its products to Eastern Europe.

 
Note 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

A summary of the significant accounting policies applied in the preparation of the accompanying financial statements follows:

Basis of presentation
The accompanying unaudited financial statements of the Company have been prepared in accordance with the instructions to Form 10-Q.  Accordingly, they do not include all of the information and footnotes required by general accepted accounting principles for complete financial statements.  However, such information reflects all adjustments (consisting of normal recurring adjustments), which are, in the opinion of Management, necessary for fair statement of results for the interim periods.

Principles of consolidation
The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, Helios Nutrition, Ltd., Pride of Main Street, L.L.C., Starfruit, L.L.C., Fresh Made, Inc. and Starfruit Franchisor, L.L.C. All significant intercompany accounts and transactions have been eliminated.

Use of estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America 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 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 allowance for doubtful accounts, the valuation of investment securities, the valuation of goodwill, intangible assets, and deferred taxes.

Revenue Recognition
Sales of Company produced dairy products are recorded at the time of shipment and 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 cost in cost of sales. Discounts and allowances are reported as a reduction of gross sales unless the allowance is attributable to an identifiable benefit separable from the purchase of the product, the value of which can be reasonably estimated, which would be charged to the appropriate expense account.

Customer Concentration
Sales are predominately to companies in the retail food industry, located within the United States of America. Two major customers accounted for approximately 31 percent and 29 percent of gross sales for the nine months ended September, 2012 and 2011, respectively. These customers accounted for approximately 30 percent, 27 percent and 20 percent of accounts receivable as of September 30, 2012, September 30, 2011 and December 31, 2011, respectively.
 
 
- 7 -

 
LIFEWAY FOODS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
For the Nine Months Ended September 30, 2012 and 2011
and for the Year Ended December 31, 2011
 

Note 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – Continued

Cash and cash equivalents
All highly liquid investments purchased with an original maturity of three months or less are considered to be cash equivalents.

The Company maintains cash deposits at several institutions located in the greater Chicago, Illinois and Philadelphia, Pennsylvania metropolitan areas.

Investments
All investment securities are classified as available-for-sale and are carried at fair value. Unrealized gains and losses on available-for-sale securities are reported as a separate component of stockholders’ equity. Amortization, accretion, interest and dividends, realized gains and losses, and declines in value judged to be other-than-temporary on available-for-sale securities are recorded in other income. All of the Company's securities are subject to a periodic impairment evaluation. This evaluation depends on the specific facts and circumstances. Factors that we consider in determining whether an other-than-temporary decline in value has occurred include: the market value of the security in relation to its cost basis; the financial condition of the investee; and the intent and ability to retain the investment for a sufficient period of time to allow for possible recovery in the market value of the investment.

Accounts receivable
Credit terms are extended to customers in the normal course of business. The Company performs ongoing credit evaluations of its customers’ financial condition and generally requires no collateral. Balances expected to be paid beyond one year are classified as long-term.

Accounts receivable are recorded at invoice amounts, and reduced to their estimated net realizable value by recognition of an allowance for doubtful accounts and anticipated discounts. The Company’s estimate of the allowances for doubtful accounts and anticipated discounts are based upon historical experience, its evaluation of the current status and contract terms of specific receivables, and unusual circumstances, if any. Accounts are considered past due if payment is not made on a timely basis in accordance with the Company’s credit terms. Accounts considered uncollectible are charged against the allowance.

Inventories
Inventories are stated at the lower of cost or market, cost being determined by the first-in, first-out method.

Property and equipment
Property and equipment is stated at depreciated cost or fair value where depreciated cost is not recoverable. Depreciation is computed using the straight-line method. When assets are retired or otherwise disposed of, the cost and related accumulated depreciation are removed from the accounts, and any resulting gain or loss is recognized in income for the period. The cost of maintenance and repairs is charged to income as incurred; significant renewals and betterments are capitalized.

Property and equipment is being depreciated over the following useful lives:


Category
 
Years
Buildings and improvements
 
31 and 39
Machinery and equipment
 
5 – 12
Office equipment
 
5 – 7
Vehicles
 
5


 
 
- 8 -

 
LIFEWAY FOODS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
For the Nine Months Ended September 30, 2012 and 2011
and for the Year Ended December 31, 2011


Note 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – Continued

Intangible assets acquired in business combinations
The Company accounts for intangible assets at historical cost. Intangible assets acquired in a business combination are recorded under the purchase method of accounting at their estimated fair values at the date of acquisition. Goodwill represents the excess purchase price over the fair value of the net tangible and other identifiable intangible assets acquired. Goodwill is not amortized, but is reviewed for impairment at least annually. Brand assets represent the fair value of brands acquired. Brand assets have an indefinite life and therefore are not amortized, rather are reviewed periodically for impairment. The Company amortizes other intangible assets over their estimated useful lives, as disclosed in the table below.

The Company reviews intangible assets and their related useful lives at least once per year to determine if any adverse conditions exist that would indicate the carrying value of these assets may not be recoverable. The Company conducts more frequent impairment assessments if certain conditions exist, including: a change in the competitive landscape, any internal decisions to pursue new or different strategies, a loss of a significant customer, or a significant change in the market place including changes in the prices paid for the Company’s products or changes in the size of the market for the Company’s products.

If the estimate of an intangible asset’s remaining useful life is changed, the remaining carrying amount of the intangible asset is amortized prospectively over the revised remaining useful life.

Intangible assets are being amortized over the following useful lives:
 
Category
 
Years
Recipes
 
4
Customer lists and other customer related intangibles
 
7-10
Lease agreement
 
7
Trade names
 
15
Formula
 
10
Customer relationships
 
12

Income taxes
Deferred income taxes are the result of temporary differences that arise from income and expense items reported for financial accounting and tax purposes in different periods. Deferred taxes are classified as current or non-current, depending on the classification of the assets and liabilities to which they relate. Deferred taxes arising from temporary differences that are not related to an asset or liability are classified as current or non-current depending on the periods in which the temporary differences are expected to reverse.

The principal sources of temporary differences are different depreciation and amortization methods for financial statement and tax purposes, unrealized gains or losses related to investments, capitalization of indirect costs for tax purposes, purchase price adjustments, and the recognition of an allowance for doubtful accounts for financial statement purposes.

The Company has analyzed filing positions in all of the federal and state jurisdictions where it is required to file income tax returns, as well as all open tax years in these jurisdictions. The only periods subject to examination for the Company’s federal returns are the 2010 and 2011 tax years. The Company believes that its income tax filing positions and deductions would be sustained on audit and does not anticipate any adjustments that would result in a material change to its financial position. Therefore, no reserves for uncertain income tax positions have been recorded.
 
 
- 9 -

 
LIFEWAY FOODS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
For the Nine Months Ended September 30, 2012 and 2011
and for the Year Ended December 31, 2011
 

Note 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – Continued

Treasury stock
Treasury stock is recorded using the cost method.

Advertising and promotional costs
The Company expenses advertising costs as incurred. For the nine months ended September 30, 2012 and 2011 total advertising expenses were $1,977,611 and $2,702,782 respectively.

Earnings per common share
Earnings per common share were computed by dividing net income available to common stockholders by the weighted average number of common shares outstanding during the period. For the nine months ended September 30, 2012 and 2011, diluted and basic earnings per share were the same, as the effect of dilutive securities options outstanding was not significant.

Reclassification
Certain amounts in the 2011 quarter and 9 month financial statements have been reclassified to conform with the current quarter presentation which have no effect on net income or stockholder's equity.

 
Note 3 – INTANGIBLE ASSETS

Intangible assets, and the related accumulated amortization, consist of the following:

   
September 30, 2012
   
September 30, 2011
   
December 31, 2011
 
   
Cost
   
Accumulated Amortization
   
Cost
   
Accumulated Amortization
   
Cost
   
Accumulated Amortization
 
Recipes
  $ 43,600     $ 43,600     $ 43,600     $ 43,600     $ 43,600     $ 43,600  
Customer lists and other customer related intangibles
    4,504,200       1,914,395       4,504,200       1,419,834       4,504,200       1,546,671  
Lease acquisition
    87,200       87,200       87,200       85,368       87,200       87,200  
Customer relationship
    985,000       506,180       985,000       424,116       985,000       444,618  
Trade names
    2,248,000       841,002       2,248,000       692,763       2,248,000       728,601  
Formula
    438,000       270,100       438,000       226,300       438,000       237,250  
    $ 8,306,000     $ 3,662,477     $ 8,306,000     $ 2,891,981     $ 8,306,000     $ 3,087,940  

 
Amortization expense is expected to be approximately the following for the 12 months ending September 30:

2013
  $
714,000
 
2014
   
711,000
 
2015
   
711,000
 
                         2016
   
704,000
 
2017
   
668,000
 
Thereafter
   
1,136,000
 
    $
4,644,000
 

Amortization expense during the nine months ended September 30, 2012 and 2011 was $574,538 and $587,874, respectively.
 
 
- 10 -

 
LIFEWAY FOODS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
For the Nine Months Ended September 30, 2012 and 2011
and for the Year Ended December 31, 2011


Note 4 – INVESTMENTS

The cost and fair value of investments classified as available for sale are as follows:

September 30, 2012
 
Cost
   
Unrealized
Gains
   
Unrealized
Losses
   
Fair
Value
 
                         
Equities
  $ 698,444     $ 128,530     $ ( 11,971 )   $ 815,003  
Corporate Bonds
    1,178,762       41,825       ( 2,991 )     1,217,596  
Total
  $ 1,877,206     $ 170,355     $ ( 14,962 )   $ 2,032,599  
 

 
September 30, 2011
 
Cost
   
Unrealized
Gains
   
Unrealized
Losses
   
Fair
Value
 
                         
Equities
  $ 681,162     $ 6,386     $ ( 88,910 )   $ 598,638  
Mutual Funds
    3,588       40       ( 794 )     2,834  
Preferred Securities
    114,452       0       ( 18,154 )     96,298  
Corporate Bonds
    556,141       0       ( 40,011 )     516,130  
Government Agency Obligations
    601,092       0       ( 648 )     600,444  
Total
  $ 1,956,435     $ 6,426     $ ( 148,517 )   $ 1,814,344  
 

 
December 31, 2011
 
Cost
   
Unrealized
Gains
   
Unrealized
Losses
   
Fair
Value
 
                         
Equities
  $ 682,569     $ 55,244     $ ( 23,211 )   $ 714,602  
Mutual Funds
    64,563       3,275       ( 713 )     67,125  
Preferred Securities
    64,452       0       ( 17,702 )     46,750  
Corporate Bonds
    899,298       1,019       ( 33,750 )     866,567  
Total
  $ 1,710,882     $ 59,538     $ ( 75,376 )   $ 1,695,044  

Proceeds from the sale of investments were $802,026 and $990,397 for the nine months ended September 30, 2012 and 2011, respectively.

Gross gains of $43,367 and $27,291 and gross losses of $16,952 and $62,824 were realized on these sales during the nine months ended September 30, 2012 and 2011 respectively.


 
 
- 11 -

 
LIFEWAY FOODS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
For the Nine Months Ended September 30, 2012 and 2011
and for the Year Ended December 31, 2011
 

Note 4 – INVESTMENTS - Continued

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 September 30, 2012 and 2011 December 31, 2011:

   
Less Than 12 Months
   
12 Months or Greater
   
Total
 
September 30, 2012
 
Fair Value
   
Unrealized Losses
   
Fair Value
   
Unrealized Losses
   
Fair Value
   
Unrealized Losses
 
                                     
Equities
  $ 19,437     $ ( 10,998 )   $ 22,669     $ ( 973 )   $ 42,106     $ ( 11,971 )
Corporate Bonds
    81,472       ( 490 )     149,626       ( 2,501 )     231,098       ( 2,991 )
    $ 100,909     $ ( 11,488 )   $ 172,295     $ ( 3,474 )   $ 273,204     $ ( 14,962 )
 

 
   
Less Than 12 Months
   
12 Months or Greater
   
Total
 
September 30, 2011
 
Fair Value
   
Unrealized Losses
   
Fair Value
   
Unrealized Losses
   
Fair Value
   
Unrealized Losses
 
                                     
Equities
  $ 386,005     $ ( 52,770 )   $ 33,294     $ ( 36,140 )   $ 419,299     $ ( 88,910 )
Mutual Funds
    238       ( 41 )     2,432       ( 753 )     2,670       ( 794 )
Preferred Securities
    0       0       96,298       ( 18,154 )     96,298       ( 18,154 )
Corporate Bonds
    380,326       ( 26,810 )     135,805       ( 13,201 )     516,131       ( 40,011 )
Government Agency
   Obligations
    600,444       ( 648 )     0       0       600,444       ( 648 )
    $ 1,367,013     $ ( 80,269 )   $ 267,829     $ ( 68,248 )   $ 1,634,842     $ ( 148,517 )
 

 
   
Less Than 12 Months
   
12 Months or Greater
   
Total
 
December 31, 2011
 
Fair Value
   
Unrealized Losses
   
Fair Value
   
Unrealized Losses
   
Fair Value
   
Unrealized Losses
 
                                     
Equities
  $ 176,966     $ ( 23,211 )   $ 0     $ 0     $ 176,966     $ ( 23,211 )
Mutual Funds
    0       0       10,585       ( 713 )     10,585       ( 713 )
Preferred Securities
    0       0       46,750       ( 17,702 )     46,750       ( 17,702 )
Corporate Bonds
    626,292       ( 24,000 )     90,250       ( 9,750 )     716,542       ( 33,750 )
    $ 803,258     $ ( 47,211 )   $ 147,585     $ ( 28,165 )   $ 950,843     $ ( 75,376 )

Equities, Mutual Funds, Preferred Securities, and Corporate Bonds - The Company's investments in equity securities, mutual funds, preferred securities, and corporate bonds consist of investments in common stock, preferred stock and debt securities of companies in various industries. As of September 30, 2012, there were two equity securities and four corporate bond securities that had unrealized losses. The Company evaluated the near-term prospects of the issuer in relation to the severity and duration of the impairment. Based on that evaluation and the Company's ability and intent to hold these investments for a reasonable period of time sufficient for a forecasted recovery of fair value, the Company did not consider any material investments to be other-than-temporarily impaired at September 30, 2012.
 
 
- 12 -

 
LIFEWAY FOODS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
For the Nine Months Ended September 30, 2012 and 2011
and for the Year Ended December 31, 2011
 

Note 5 – INVENTORIES

Inventories consist of the following:

   
September 30,
   
December 31,
 
   
2012
   
2011
   
2011
 
Finished goods
  $ 2,162,292     $ 1,325,523     $ 1,976,050  
Production supplies
    2,188,111       2,163,203       2,042,611  
Raw materials
    1,219,484       2,291,200       935,814  
Total inventories
  $ 5,569,887     $ 5,779,926     $ 4,954,475  


 
Note 6 – PROPERTY AND EQUIPMENT

Property and equipment consist of the following:
             
   
September 30,
   
December 31
 
   
2012
   
2011
   
2011
 
Land
  $ 1,178,160     $ 1,178,160     $ 1,178,160  
Buildings and improvements
    11,713,436       11,555,313       11,633,077  
Machinery and equipment
    15,099,413       14,374,318       14,697,024  
Vehicles
    1,379,591       1,289,307       1,334,628  
Office equipment
    413,113       377,309       383,099  
Construction in process
    234,895       261,865       17,410  
      30,018,608       29,036,272       29,243,398  
Less accumulated depreciation
    15,264,296       13,655,555       14,044,576  
Total property and equipment
  $ 14,754,312     $ 15,380,717     $ 15,198,822  

Depreciation expense during the nine months ended September 30, 2012 and 2011 was $1,219,721 and $1,163,939, respectively.

 
Note 7 ACCRUED EXPENSES

Accrued expenses consist of the following:
             
   
September 30,
   
December 31,
 
   
2012
   
2011
   
2011
 
Accrued payroll and payroll taxes
  $ 493,872     $ 460,676     $ 209,395  
Accrued property tax
    226,930       374,903       323,885  
Other
    173,290       22,283       20,445  
    $ 894,092     $ 857,862     $ 553,725  



 
 
- 13 -

 
LIFEWAY FOODS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
For the Nine Months Ended September 30, 2012 and 2011
and for the Year Ended December 31, 2011

 Note 8 – NOTES PAYABLE

Notes payable consist of the following:

   
September 30,
   
December 31
 
   
2012
   
2011
   
2011
 
                   
Note payable to Private Bank in monthly installments of $42,222, plus variable interest rate, currently at 2.7963%, with a balloon payment of $5,066,667 due February 6, 2014. Collateralized by substantially all assets of the Company.
  $ 5,534,445     $ 6,248,889     $ 5,914,445  
                         
Line of credit with Private Bank at variable interest rate, currently at 3.25%. The agreement has been extended with terms allowing borrowings up to $2.0 million, maturing on May 31, 2012. Collateralized by substantially all assets of the Company.
    0       0       1,000,000  
                         
Line of credit with Morgan Stanley for borrowings up to $2.8 million at variable interest rate, currently at 3.00% due on demand. Collateralized by investments, cash and CD’s.
    0       1,384,468       0  
                         
Notes payable to Ford Credit Corp. payable in monthly installments of $1,778.23 at 5.99%, due July 2015, secured by transportation equipment.
    55,382       72,753       68,509  
                         
Note payable to Fletcher Jones of Chicago, Ltd LLC in monthly installments of $1,768.57 at 6.653%, due May 24, 2017, secured by transportation equipment.
    87,629       100,017       97,598  
Total notes payable
    5,677,456       7,806,127       7,080,552  
Less current maturities
    580,781       1,923,436       1,540,716  
Total long-term portion
  $ 5,096,675     $ 5,882,691     $ 5,539,836  

In accordance with the Private Bank agreements referenced above, the Company is subject to minimum fixed charged ratio and tangible net worth thresholds. At September 30, 2012, the Company was in compliance with these covenants.

 
Maturities of notes payables are as follows:
 
For the Period Ended September 30,
       
         
2013
  $ 583,154  
2014
    5,022,083  
2015
    35,368  
2016
    19,324  
2017
    17,527  
Total
  $ 5,677,456  


 
 
- 14 -

 
LIFEWAY FOODS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
For the Nine Months Ended September 30, 2012 and 2011
and for the Year Ended December 31, 2011
 

Note 9 – COMMITMENTS AND CONTINGENCIES

The Company leases four stores for its Starfruit subsidiary. Total expense for these leases was approximately $191,915, $182,491 and $240,723 for nine months ended September 30, 2012 and 2011, and for the year ended December 31, 2011, respectively. The Company is also responsible for additional rent equal to real estate taxes and other operating expenses. Future annual minimum base rental payments for the leases as of September 30, 2012 are approximately as follows:

       
2013
  $ 152,811  
2014
    43,818  
2015
    45,130  
2016
    46,484  
2017
    47,878  
Thereafter
    61,733  
Total
  $ 397,854  

 
 
Note 10 – PROVISION FOR INCOME TAXES

The provision for income taxes consists of the following:

   
For the Nine Months Ended
 
   
September 30,
 
   
2012
   
2011
 
Current:
           
Federal
  $ 2,318,292     $ 1,422,579  
State and local
    623,348       879,463  
Total current
    2,941,640       2,302,042  
Deferred
    ( 458,424 )     ( 186,677 )
Provision for income taxes
  $ 2,483,216     $ 2,115,365  

 
 
A reconciliation of the provision for income taxes and the income tax computed at the statutory rate is as follows:

   
For the Nine Months Ended
 
   
September 30,
 
   
2012
   
2011
 
   
Amount
   
Percentage
   
Amount
   
Percentage
 
Federal income tax expense computed at the statutory rate
  $ 2,390,034       34.0%     $ 1,814,484       34.0%  
State and local tax expense, net
    667,804       9.5%       506,988       9.5%  
U.S. domestic manufacturers’ discount & other permanent differences
    ( 368,403 )     (5.2%)       ( 146,938 )     (2.8%)  
Change in tax estimate
    ( 206,219 )     (2.9%)       ( 59,169 )     (1.1%)  
Provision for income taxes
  $ 2,483,216       35.4%     $ 2,115,365       39.6%  

 
 
- 15 -

 
LIFEWAY FOODS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
For the Nine Months Ended September 30, 2012 and 2011
and for the Year Ended December 31, 2011
 

Note 10 – PROVISION FOR INCOME TAXES - Continued

Amounts for deferred tax assets and liabilities are as follows:
             
   
September 30,
   
December 31,
 
   
2012
   
2011
   
2011
 
Non-current deferred tax assets (liabilities)
arising from:
Temporary differences -
                 
Accumulated depreciation and amortization
                 
    from purchase accounting adjustments
  $ ( 3,279,737 )   $ ( 3,584,660 )   $ ( 3,671,285 )
    Capital loss carry-forwards
    167,208       271,568       167,690  
Total non-current net deferred tax liabilities
    ( 3,112,529 )     ( 3,313,092 )     ( 3,503,595 )
Current deferred tax assets arising from:
                       
 Unrealized losses (gain) on investments
    ( 67,596 )     61,810       6,890  
 Impairment of investments
    0       0       15,673  
 Inventory
    248,633       257,963       220,408  
Allowance for doubtful accounts and  discounts
    134,850       138,228       4,350  
    Capital loss carry-back
    0       0       91,369  
Total current deferred tax assets
    315,887       458,001       338,690  
Net deferred tax liability
  $ ( 2,796,642 )   $ ( 2,855,091 )   $ ( 3,164,905 )

 
 
Note 11 – SUPPLEMENTAL CASH FLOW INFORMATION

Cash paid for interest and income taxes are as follows:
       
   
For the Nine Months Ended
 
   
September 30,
 
   
2012
   
2011
 
Interest
  $ 136,540     $ 195,448  
Income taxes
  $ 1,643,619     $ 1,169,334  
 
 
Note 12 – STOCK AWARD AND STOCK OPTION PLANS

The Company has a registration statement filed with the Securities and Exchange Commission in connection with a Consulting Service Compensation Plan covering up to 1,200,000 of the Company’s common stock shares. Pursuant to such Plan, the Company may issue common stock or options to purchase common stock to certain consultants, service providers, and employees of the Company. The option price, number of shares, grant date, and vesting terms are determined at the discretion of the Company’s Board of Directors.

As of December 31, 2011 and at September 30, 2012 and 2011, there were no stock options outstanding or exercisable. There were approximately 940,000 shares available for issuance under the Plan at September 30, 2012.

 
Note 13 – FAIR VALUE MEASUREMENTS

Financial Accounting Standards Board (“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:
 
 
- 16 -

 
LIFEWAY FOODS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
For the Nine Months Ended September 30, 2012 and 2011
and for the Year Ended December 31, 2011
 

Note 13 – FAIR VALUE MEASUREMENTS - Continued

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.

Following is a description of the valuation methodologies used for assets measured at fair value.  There have been no changes in the methodologies used as of September 30, 2012 and 2011.

The majority of the Company’s short-term investments are classified within Level 1 or Level 2 of the fair value hierarchy. The Company’s valuation of its Level 1 investments, which include mutual funds, is based on quoted market prices in active markets for identical securities. The Company’s valuation of its Level 2 investments, which include certificates of deposits, is based on other observable inputs, specifically a valuation model which utilized vendor pricing for similar securities.

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.
















 
 
- 17 -

 
LIFEWAY FOODS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
For the Nine Months Ended September 30, 2012 and 2011
and for the Year Ended December 31, 2011
 
 

Note 13 – FAIR VALUE MEASUREMENTS – Continued

The following table sets forth by level, within the fair value hierarchy, the Company’s financial assets at fair value as of September 30, 2012 and 2011.  Assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement:

   
Assets and Liabilities at Fair Value as of September 30, 2012
 
   
Level 1
   
Level 2
   
Level 3
   
Total
 
 
Cash
  $ 2,379,565     $ 0     $ 0     $ 2,379,565  
Money-market
    59,282       0       0       59,282  
Certificate of Deposits
    0       438,062       0       438,062  
Stocks
    815,003       0       0       815,003  
Corporate Bonds
    0       1,217,596       0       1,217,596  
Notes payable
    0       5,677,456       0       5,677,456  
 

 

   
Assets and Liabilities at Fair Value as of September 30, 2011
 
   
Level 1
   
Level 2
   
Level 3
   
Total
 
                         
Cash
  $ 860,683     $ 0     $ 0     $ 860,683  
Money Market
    55,610       0       0       55,610  
Mutual Funds:
                               
Equity Income
    2,834       0       0       2,834  
Certificate of Deposits
    0       279,538       0       279,538  
Stocks
    598,638       0       0       598,638  
Preferred Stock
    96,298       0       0       96,298  
Corporate Bonds
    0       516,131       0       516,131  
Government Securities
    0       600,444       0       600,444  
Notes payable
    0       7,806,127       0       7,806,127  
                                 
 
The Company’s financial assets and liabilities also include accounts receivable, other receivables, and accounts payable, for which carrying value approximates fair value.  All such assets are valued using level 2 inputs.

 
Note 14 – RECENT ACCOUNTING PRONOUNCEMENTS

In September 2011 the FASB issued ASC Topic 350, Intangibles – Goodwill and Other. FASB ASC Topic 250 amends the existing standards related to annual and interim goodwill impairment tests by allowing companies to consider qualitative factors to determine whether it is more likely or not that the fair value of a reporting unit is less than its carrying amount before performing the two step impairment review process. It also amends the examples of events or circumstances that would be considered in a goodwill impairment evaluation. The amendment is effective for interim periods and fiscal years beginning after December 15, 2011; however, early adoption is permitted. The adoption of this new accounting guidance is not expected to have a material effect on the Company’s financial statements or results of operations.






 
- 18 -

 
LIFEWAY FOODS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
For the Nine Months Ended September 30, 2012 and 2011
and for the Year Ended December 31, 2011
 

Note 14 – RECENT ACCOUNTING PRONOUNCEMENTS - Continued
 
In May 2011, the FASB issued ASU No. 2011-04, “Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRS.”  This pronouncement was issued to provide a consistent definition of fair value and ensure that the fair value measurement and disclosure requirements are similar between U.S. GAAP and International Financial Reporting Standards (“IFRS”). ASU 2011-04 changes certain fair value measurement principles and enhances the disclosure requirements particularly for level 3 fair value measurements.  ASU 2011-04 became effective for the Company on January 1, 2012.  The adoption of ASU 2011-04 did not have any impact on the Company’s financial position results of operations or liquidity.
























 



 
- 19 -

 
ITEM 2.     MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
 
The following analysis should be read in conjunction with the unaudited financial statements of the Company and related notes included elsewhere in this quarterly report and the audited financial statements and Management’s Discussion and Analysis contained in our Form 10-K, for the fiscal year ended December 31, 2011.
 
This report contains forward-looking statements within the meaning of the federal securities laws. These include statements about our expectations, beliefs, intentions or strategies for the future, which are indicated by words or phrases such as “believes,” “anticipates,” “expects,” “intends,” “plans,” “will,” “estimates,” and similar words. Forward-looking statements represent, as of the date of this report, our judgment relating to, among other things, future results of operations, growth plans, sales, capital requirements and general industry and business conditions applicable to us.  These forward-looking statements are not guarantees of future performance and are subject to risks, uncertainties, assumptions and other factors, some of which are beyond the Company’s control that could cause actual results to differ materially from those expressed or implied by such forward-looking statements.
 
Results of Operations
 
Comparison of Quarter Ended September 30, 2012 to Quarter Ended September 30, 2011

Total consolidated gross sales increased by $3,193,599 (approximately 16%) to $22,617,132 during the three-month period ended September 30, 2012 from $19,423,533 during the same three-month period in 2011.  This increase is primarily attributable to increased sales and awareness of the Company’s flagship line, Kefir, as well as ProBugs® Organic Kefir for kids and BioKefir™.  In addition, Lifeway’s Frozen Kefir line, which was launched in April 2011, contributed approximately $700,000 to sales during the third quarter of 2012.

Total consolidated net sales increased by $2,918,129 (approximately 17%) to $20,619,733 during the three-month period ended September 30, 2012 from $17,701,604 during the same three-month period in 2011.  Net sales are recorded as gross sales less promotional activities such as slotting fees paid, couponing, spoilage and promotional allowances as well as early payment terms given to customers.
 
Gross profit for the third quarter of 2012 increased 18% to $7,473,856, compared to $6,346,757 million in the third quarter of the prior year.  The Company’s gross profit margin was 33% in the third quarter, which was approximately the same in the third quarter of 2011.  This was primarily attributable to a 20% decrease in the cost of conventional milk, the Company’s largest raw material, partially offset by a 10% increase in the cost of organic milk.
 
Cost of goods sold as a percentage of net sales, excluding depreciation expense, were approximately 62% during the third quarter of 2012, which was approximately the same during the same period in 2011. This was primarily attributable to a 20% decrease in the cost of conventional milk, the Company’s largest raw material, partially offset by a 10% increase in the cost of organic milk as compared to the same period last year.

Total operating expenses increased $617,595 (approximately 13%) to $5,396,647  during the third quarter of 2012, from $4,779,052 during the same period in 2011. This increase was primarily attributable to increased general and administrative expenses.

Total operating income increased by $509,504 (approximately 33%) to $2,077,209 during the third quarter of 2012, from $1,567,705 during the same period in 2011. This increase in operating income is related to the increase in gross profits.

Income tax expense was $657,697, or a 32% effective tax rate for the third quarter of 2012 compared to an income tax expense of $441,989, or a 30% effective tax rate during the same period in 2011.

Total net income was $1,402,179 or $0.09 per diluted share for the three-month period ended September 30, 2012 compared to $1,030,041 or $0.06 per diluted share in the same period in 2011.
 
 
- 20 -

 
Comparison of Nine-Months Ended September 30, 2012 to Nine-Months Ended September 30, 2011
 
Total consolidated gross sales increased by $8,493,184 (approximately 15%) to $66,876,986 during the nine-month period ended September 30, 2012 from $58,383,802 during the same nine-month period in 2011.  This increase is primarily attributable to increased sales and awareness of the Company’s flagship line, Kefir, as well as ProBugs® Organic Kefir for kids and BioKefir™.  In addition, Lifeway’s Frozen Kefir line, which was launched in April 2011, contributed approximately $1,900,000 to sales during the first nine months of 2012.
 
Total consolidated net sales increased by $7,366,886 (approximately 13.8%) to $60,570,311 during the nine-month period ended September 30, 2012 from $53,203,425 during the same three-month period in 2011.  Net sales are recorded as gross sales less promotional activities such as slotting fees paid, couponing, spoilage and promotional allowances as well as early payment terms given to customers.
 
Gross profit for the nine-month period ended September 30, 2012 increased 16% to $22,271,099, compared to $19,155,726 million in the first nine months of the prior year.  The Company’s gross profit margin was approximately 36% in the nine-months ended September 30, 2012, which was approximately the same in the same period of 2011.  This was primarily attributable to a 20% decrease in the cost of conventional milk, the Company’s largest raw material, partially offset by a 10% increase in the cost of organic milk.
 
Cost of goods sold as a percentage of net sales, excluding depreciation expense, were approximately 62% during the first nine months of 2012, which was approximately 63% during the same period in 2011. This was primarily attributable to a 20% decrease in the cost of conventional milk, the Company’s largest raw material, partially offset by a 10% increase in the cost of organic milk as compared to the same period last year.
 
Total operating expenses increased $1,572,422 (approximately 12%) to $15,194,607 during the nine-months ended September 30, 2012, from $13,622,185 during the same period in 2011. This increase was primarily attributable to increased general and administrative expenses.
 
Total operating income increased by $1,542,951 (approximately 28%) to $7,076,492 during the nine-months ended September 30, 2012, from $5,533,541 during the same period in 2011. This increase in operating income is related to the increase in gross profits.
 
Income tax expense was $2,483,216, or a 35% effective tax rate for the nine-months ended September 30, 2012 compared to an income tax expense of $2,115,365, or a 40% effective tax rate during the same period in 2011.
 
Total net income was $4,546,296 or $0.28 per diluted share for the nine-month period ended September 30, 2012 compared to $3,221,354 or $0.20 per diluted share in the same period in 2011.
 
 
 
 
 
 
 

 
 
- 21 -

 
Liquidity and Capital Resources

Sources and Uses of Cash

Net cash provided by operating activities was $6,092,293 during the nine-months ended September 30, 2012 compared to $2,592,504 during the same period in 2011.  This increase is primarily attributable to the increase in net income of $1,324,942. The increase reflects the Companys improvement in operating efficiencies.

Net cash used in investing activities was $1,216,160 during the nine-months ended September 30, 2012 compared to net cash used in operating activities of $2,107,555 during the same period in 2011.  This decrease is primarily attributable to the decrease in purchases of investments of $713,588.

The Company had a net increase in cash and cash equivalents of $1,518,882 during the nine month period ended September 30, 2012 compared to the same period in 2011.  The Company had cash and cash equivalents of $2,379,565 as of September 30, 2012 compared to cash and cash equivalents of $860,683 as of September 30, 2011.

Assets and Liabilities

Total assets were $54,512,574 as of September 30, 2012, which is an increase of $972,886 when compared to September 30, 2011.  This is primarily due to an increase in cash and cash equivalents of $1,518,882 as of September 30, 2012 when compared to September 30, 2011.

Total current liabilities were $7,935,427 as of September 30, 2012, which is a decrease of $597,722 when compared to September 30, 2011. This is primarily due to a $1,342,655 decrease in current maturities of notes payable.

Notes payable decreased by $786,016 as of September 30, 2012, when compared to September 30, 2011.  The balance of the notes payable as of September 30, 2012 was $5,096,675.

Total stockholder’s equity was $38,367,943 as of September 30, 2012, which is an increase of $2,557,187 when compared to September 30, 2011.  This is primarily due to an increase in retained earnings of $3,034,046 when compared to September 30, 2011.

All of our marketable securities are classified as available-for-sale on our balance sheet.  All of these securities are stated thereon at market value as of the end of the applicable period. Gains and losses on the portfolio are determined by the specific identification method.

We anticipate being able to fund the Company’s foreseeable liquidity requirements internally.
 
 
ITEM 3.    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
 
Not applicable.
 
 
ITEM 4.    CONTROLS AND PROCEDURES.
 
Evaluation of Disclosure Controls and Procedures
 
As of the end of the period covered by this report, we conducted an evaluation, under the supervision and with the participation of our principal executive officer and principal financial officer, of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15 and 15d-15 of the Securities Exchange Act of 1934 (the “Exchange Act”)). Based on this evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures are effective to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.
 
Changes in Internal Control Over Financial Reporting
 
No changes in our internal control over financial reporting, as that term is defined in Exchange Act Rule 13(a)-15 required by the Exchange Act, occurred during the fiscal quarter ended September 30, 2012, has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
 
- 22 -

 
PART II — OTHER INFORMATION
 
 
ITEM 1.    LEGAL PROCEEDINGS.
 
Lifeway is not party to any material pending legal proceedings. Lifeway is from time to time engaged in litigation matters arising in the ordinary course of business none of which presently is expected to have a material adverse effect on its business results or operations.
 
 
ITEM 1A. RISK FACTORS.
 
Not applicable.
 
 
ITEM 2.    UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.
 
PURCHASES OF THE COMPANY’S SECURITIES
 
Period
 
(a) Total
Numbers of
Shares (or Units)
Purchased
 
(b) Average Price
Paid per Share
(or Unit)
 
(c) Total Number of Shares (or Units) Purchased as Part of Publicly Announced Plans or Programs
 
(d) Maximum Number (or Approximate Dollar Value) of Shares (or Units) that May Yet Be Purchased Under the Plans or Programs

July 1 to July 31, 2012
 
1,000
 
$10.57
 
1,000
 
171,400
August 1 to August 31, 2012
 
8,700
 
$9.84
 
8,700
 
162,700
September 1 to September 30, 2012
 
3,500
 
$9.60
 
3,500
 
159,200
Total
 
13,200
 
$10.00
 
13,200
 
159,200
 
 
*On May 7, 2010, the Company established a share repurchase program for up to 200,000 shares with a plan expiration date of one year from the date of the first purchase. On January 20, 2011, the Company approved a share repurchase program for up to 250,000 shares with a plan expiration date of one year from the date of the first purchase. Lifeway repurchased 127,348 shares of the Company’s securities in 2011 pursuant to these programs at a total cost of $1,181,428. As of the date of this filing these plans were both expired. On February 6, 2012, the Company approved a new share repurchase program for up to 200,000 shares with a plan expiration date of one year from the date of the first purchase.

 
ITEM 3.    DEFAULTS UPON SENIOR SECURITIES.

None.
  
 
ITEM 4.    MINE SAFETY DISCLOSURE.

Not applicable.
 
 
ITEM 5.    OTHER INFORMATION.
 
None.   
 
 
ITEM 6.    EXHIBITS.
 
Exhibit
Number
 
Description of Document
     
31.1
 
Officer’s Certificate Pursuant to 15 U.S.C. 7241, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
     
31.2
 
Officer’s Certificate Pursuant to 15 U.S.C. 7241, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
     
32.1
 
Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
     
32.2
 
Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
     
99.1   Press Release dated November 14, 2012.
     
101
 
Interactive Data Files.
 
 
- 23 -

 
SIGNATURES
 
In accordance with the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
 
 
LIFEWAY FOODS, INC.
 
 
 (Registrant)
 
     
     
     
       
Date:  November 14, 2012
By:
 /s/ Julie Smolyansky
 
   
 Julie Smolyansky
 
   
 Chief Executive Officer, President and Director
 
       
       
       
       
       
       
Date:  November 14, 2012
By:
 /s/ Edward P. Smolyansky
 
   
 Edward P. Smolyansky
 
   
 Chief Financial and Accounting Officer and Treasurer
 
       
       
       
       
 

 
 
 
 
 

 
 
- 24 -

 

EXHIBIT INDEX
 
 
Exhibit
Number
 
Description of Document
     
31.1
 
Officer’s Certificate Pursuant to 15 U.S.C. 7241, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
     
31.2
 
Officer’s Certificate Pursuant to 15 U.S.C. 7241, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
     
32.1
 
Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
     
32.2
 
Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
     
99.1   Press Release dated November 14, 2012.
     
101
 
Interactive Data Files.
 

 
 

 
 
 
 
 
 
 
 

 
 
 
 
 
- 25 -