Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange
Act of 1934 (§ 240.12b 2 of this chapter). Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant
to Section 13(a) of the Exchange Act. ☐
On May 14, 2026, Lifeway Foods, Inc. (the “Company”) issued
a press release announcing its financial results for the fiscal quarter ended March 31, 2026. A copy of this press release is furnished
as Exhibit 99.1 to this report and is incorporated herein by reference.
Pursuant to 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 hereunto duly authorized.
Exhibit 99.1
Lifeway Foods®
Announces Record-Breaking Results for the First Quarter Ended March 31, 2026
Achieves $63.0 million in net sales, a 37% volume-led
net sales increase, driven by the Company’s flagship Lifeway Kefir
Record-breaking results signal robust Kefir &
Farmer Cheese growth, supported by the widening consumer focus on protein-rich, probiotic foods
Significant gross profit margin expansion of 360
basis points and net income growth of 32% reflect the Company’s disciplined operational execution
Morton Grove, IL — May 14, 2026 —
Lifeway Foods, Inc. (Nasdaq: LWAY) (“Lifeway” or “the Company”), the leading U.S. supplier of kefir and fermented
probiotic foods, today announced financial results for the first quarter ended March 31, 2026.
We kicked off 2026 with a blowout quarter that demonstrates the extraordinary
momentum we’ve built across our business,” said Julie Smolyansky, President and Chief Executive Officer of Lifeway Foods.
“We far exceeded our previous record with net sales of $63.0 million, up 37% year-over-year, surpassing sixty million in quarterly
net sales for the first time and marking our 26th consecutive quarter of year-over-year growth. This exceptional top-line performance
was accompanied by sizeable gross margin expansion of 360 basis points year-over-year, and equally strong net income growth of 32% that
reflects a clean flow-through from our significant sales growth down to the bottom line. We are investing meaningfully behind our core
products to support our rapid growth, and we continue to see impressive velocity acceleration. We also leveraged our SG&A by 300 basis
points this quarter, demonstrating the increasing return and effectiveness of our investments.”
Ms. Smolyansky continued, “We believe Lifeway is uniquely positioned
at the intersection of numerous consumer tailwinds with our on-trend, functional product offerings. The consumer focus on health and wellness
continues to increase, gut-health awareness is spreading and demand from GLP-1 users seeking nutrient-dense, probiotic foods is particularly
strong. We address each of these trends with our flagship Lifeway Kefir and high-protein Lifeway Farmer Cheese, while continuing to build
a pipeline of innovative products, including Muscle Mates™ with creatine and probiotic Kefir Butter™. Together, these offerings
bring new excitement to the category and expand our reach across the cultured dairy landscape. We are very excited about our trajectory
and confident in our ability to execute throughout 2026 as we further capitalize on the growing consumer demand in our space.”
First Quarter 2026 Highlights
| · | Net Sales: $63.0 million, up 36.7% year-over-year. |
| · | Gross Profit Margin: 27.5%, up 360 basis points
from 23.9% last year. |
| · | Selling, general and administrative expenses
were $10.9 million, up 16.8% from last year, reflecting continued investment in marketing and brand awareness. |
| · | Net Income: $4.7 million, or $0.31 per basic
and $0.30 per diluted common share, compared to a net income of $3.5 million, or $0.23 per basic and diluted common share in the prior
year. |
Expanding Lifeway Visibility
Lifeway recently announced strategic partnerships,
experiential marketing initiatives, and product innovation designed to elevate the brand’s visibility and engage health-conscious
consumers nationwide.
| · | The
Company partnered with Erewhon to launch the Tropical Lifeway Smoothie,
made with Organic Lifeway Kefir, offering the ultimate summer refreshment reminiscent of a creamy frozen lemonade while delivering the
added benefits of probiotics and protein. |
| · | The
Company hosted a retro-inspired Wellness House in Palm Springs during
festival weekend, bringing together media, influencers, tastemakers and wellness enthusiasts for a celebration of Lifeway's legacy and
continued role in shaping the modern wellness conversation. |
| · | The
Company celebrated forty years of Kefir leadership with new cultured
dairy innovations at Expo West 2026, showcasing its Lifeway Muscle Mates™ and Lifeway Kefir Butter™. |
Outlook
The Company reiterated its long-term target of
$45–$50 million in Adjusted EBITDA1 for FY 2027 and believes it is well positioned to deliver the strongest annual sales
in Company history in FY 2026.
“Our momentum continues to build as we drive
sustainable, profitable growth across the business,” Smolyansky concluded. “We have laid a foundation for durable, long-term
value creation, and believe the investments we are making today in manufacturing capacity, marketing and innovation position us exceptionally
well to capitalize on the tremendous opportunities ahead.”
| 1. | Adjusted EBITDA is a non-GAAP financial measure. Adjusted EBITDA is defined as Operating Income, as
reported, plus Depreciation and Amortization, plus Stock-Based Compensation. |
Conference Call and Webcast
A webcast with Lifeway’s President and
Chief Executive Officer discussing these results with additional comments and details is available through the “Investor Relations”
section of the Company’s website at https://lifewaykefir.com/webinars-reports/.
About Lifeway Foods, Inc.
Lifeway Foods, Inc., which has been recognized
as one of America's Growth Leaders by TIME, as Dairy Foods' Processor of the Year 2025, one of Forbes' Best Small Companies and named
to Inc.'s 2025 Best in Business list in the Best Challenger Brands category, is America's leading supplier of the probiotic, fermented
beverage known as kefir. In addition to its line of drinkable kefir, the Company also produces a variety of cheeses and a ProBugs®
line for kids. Lifeway's tart and tangy fermented dairy products are now sold across the United States, Mexico, United Arab Emirates,
Central America and the Caribbean. Learn how Lifeway is good for more than just you at lifewayfoods.com.
Forward-Looking Statements
This press release contains "forward-looking
statements" as defined in the Private Securities Litigation Reform Act of 1995 regarding, among other things, unaudited estimated
net sales. These statements use words, and variations of words, such as "anticipate," "plan," "project,"
"estimate," "potential," "forecast," "will," "continue," "future," "increase,"
"believe," "outlook," "expect," and "predict." You are cautioned not to rely on these forward-looking
statements. These forward-looking statements are made as of the date of this press release, are based on current expectations of future
events and thus are inherently subject to a number of risks and uncertainties, many of which involve factors or circumstances beyond Lifeway's
control. If underlying assumptions prove inaccurate or known or unknown risks or uncertainties materialize, actual results could vary
materially from Lifeway's expectations and projections. These risks, uncertainties, and other factors include: price competition; the
decisions of customers or consumers; the actions of competitors; changes in the pricing of commodities; the effects of government regulation;
possible delays in the introduction of new products; and customer acceptance of products and services. A further list and description
of these risks, uncertainties, and other factors can be found in Lifeway's Annual Report on Form 10-K for the fiscal year ended December
31, 2025. Copies of these filings are available online at https://www.sec.gov, http://lifewaykefir.com/investor-relations/,
or on request from Lifeway. Lifeway expressly disclaims any obligation to update any forward-looking statements (including, without limitation,
to reflect changed assumptions, the occurrence of anticipated or unanticipated events or new information), except as required by law.
Non-GAAP Financial Measures
This press release refers to Adjusted EBITDA,
which is a financial measure that has not been prepared in accordance with U.S. Generally Accepted Accounting Principles (“GAAP”),
and may exclude items that are significant to understanding and assessing financial results. This non-GAAP measure is provided to enhance
investors’ overall understanding of the Company’s financial performance. Non-GAAP financial measures should be considered
as supplements to GAAP measures reported, should not be considered replacements for, or superior to, GAAP measures reported and may not
be comparable to similarly named measures used by other companies. The Company’s calculation of non-GAAP financial measures may
differ from methods used by other companies.
We are unable to reconcile our target fiscal
year 2027 Adjusted EBITDA to projected net income, the most directly comparable projected GAAP financial measure, because certain information
necessary to calculate such measures on a GAAP basis is unavailable or dependent on the timing of future events outside of our control.
Due to this uncertainty, the Company cannot reconcile target fiscal year 2027 Adjusted EBITDA to the nearest GAAP financial measure without
unreasonable effort.
Derek Miller
Vice President of Communications, Lifeway
Foods
Email: derekm@lifeway.net
Perceptual Advisors
Dan Tarman
Email: dtarman@perceptualadvisors.com
General inquiries:
Lifeway Foods, Inc.
Phone: 847-967-1010
Email: info@lifeway.net
LIFEWAY FOODS, INC. AND SUBSIDIARIES
Unaudited Consolidated Balance Sheets
March 31, 2026 and December 31, 2025
(In thousands)
| | |
| | |
| |
| | |
March 31, 2026 | | |
December 31, | |
| | |
(Unaudited) | | |
2025 | |
| Current assets | |
| | | |
| | |
| Cash and cash equivalents | |
$ | 5,604 | | |
$ | 5,571 | |
| Accounts receivable, net of allowance for credit losses and discounts & allowances of $2,530 and $1,730 at March 31, 2026 and December 31, 2025, respectively | |
| 22,985 | | |
| 16,643 | |
| Inventories, net | |
| 11,452 | | |
| 11,890 | |
| Prepaid expenses and other current assets | |
| 2,588 | | |
| 2,627 | |
| Refundable income taxes | |
| 41 | | |
| 325 | |
| Total current assets | |
| 42,670 | | |
| 37,056 | |
| | |
| | | |
| | |
| Property, plant and equipment, net | |
| 57,844 | | |
| 48,282 | |
| Operating lease right-of-use asset | |
| 553 | | |
| 465 | |
| Goodwill | |
| 11,704 | | |
| 11,704 | |
| Intangible assets, net | |
| 5,683 | | |
| 5,818 | |
| Other assets | |
| 2,051 | | |
| 2,285 | |
| Total assets | |
$ | 120,505 | | |
$ | 105,610 | |
| | |
| | | |
| | |
| Current liabilities | |
| | | |
| | |
| Accounts payable | |
$ | 13,845 | | |
$ | 11,008 | |
| Accrued expenses | |
| 4,589 | | |
| 5,413 | |
| Accrued income taxes | |
| 1,518 | | |
| 218 | |
| Total current liabilities | |
| 19,952 | | |
| 16,639 | |
| | |
| | | |
| | |
| Line of credit | |
| 6,939 | | |
| – | |
| Operating lease liabilities | |
| 426 | | |
| 360 | |
| Deferred income taxes, net | |
| 2,792 | | |
| 2,792 | |
| Other long-term liabilities | |
| 74 | | |
| – | |
| Total liabilities | |
| 30,183 | | |
| 19,791 | |
| | |
| | | |
| | |
| Commitments and contingencies (Note 9) | |
| – | | |
| – | |
| | |
| | | |
| | |
| Stockholders’ equity | |
| | | |
| | |
| Preferred stock, no par value; 2,500 shares authorized; none issued | |
| – | | |
| – | |
| Common stock, no par value; 40,000 shares authorized; 17,274 shares issued; 15,282 and 15,232 outstanding at March 31, 2026 and December 31, 2025, respectively | |
| 6,509 | | |
| 6,509 | |
| Treasury stock, at cost | |
| (12,889 | ) | |
| (13,214 | ) |
| Paid-in capital | |
| 3,347 | | |
| 3,843 | |
| Retained earnings | |
| 93,355 | | |
| 88,681 | |
| Total stockholders’ equity | |
| 90,322 | | |
| 85,819 | |
| | |
| | | |
| | |
| Total liabilities and stockholders’ equity | |
$ | 120,505 | | |
$ | 105,610 | |
LIFEWAY FOODS, INC. AND SUBSIDIARIES
Unaudited Consolidated Statements of Operations
For the three months ended March 31, 2026 and
2025
(In thousands, except per share data)
| | |
| | |
| |
| | |
2026 | | |
2025 | |
| | |
| | |
| |
| Net Sales | |
$ | 63,012 | | |
$ | 46,091 | |
| | |
| | | |
| | |
| Cost of goods sold | |
| 44,741 | | |
| 34,254 | |
| Depreciation expense | |
| 920 | | |
| 802 | |
| Total cost of goods sold | |
| 45,661 | | |
| 35,056 | |
| | |
| | | |
| | |
| Gross profit | |
| 17,351 | | |
| 11,035 | |
| | |
| | | |
| | |
| Selling expense | |
| 6,188 | | |
| 4,698 | |
| General and administrative expense | |
| 4,703 | | |
| 4,628 | |
| Amortization expense | |
| 135 | | |
| 135 | |
| Total operating expenses | |
| 11,026 | | |
| 9,461 | |
| | |
| | | |
| | |
| Income from operations | |
| 6,325 | | |
| 1,574 | |
| | |
| | | |
| | |
| Other income (expense): | |
| | | |
| | |
| Interest expense | |
| (68 | ) | |
| (14 | ) |
| Gain on sales of investments | |
| – | | |
| 3,352 | |
| Other income (expense), net | |
| – | | |
| 54 | |
| Total other (expense) income | |
| (68 | ) | |
| 3,392 | |
| | |
| | | |
| | |
| Income before provision for income taxes | |
| 6,257 | | |
| 4,966 | |
| | |
| | | |
| | |
| Provision for income taxes | |
| 1,583 | | |
| 1,426 | |
| | |
| | | |
| | |
| Net income | |
$ | 4,674 | | |
$ | 3,540 | |
| | |
| | | |
| | |
| Net earnings per common share: | |
| | | |
| | |
| Basic | |
$ | 0.31 | | |
$ | 0.23 | |
| Diluted | |
$ | 0.30 | | |
$ | 0.23 | |
| | |
| | | |
| | |
| Weighted average common shares outstanding: | |
| | | |
| | |
| Basic | |
| 15,257 | | |
| 15,134 | |
| Diluted | |
| 15,559 | | |
| 15,333 | |
LIFEWAY FOODS, INC. AND SUBSIDIARIES
Consolidated Statements of Cash Flows
(Unaudited)
(In thousands)
| | |
| | |
| |
| | |
Three months ended March 31, | |
| | |
2026 | | |
2025 | |
| Cash flows from operating activities: | |
| | | |
| | |
| Net income | |
$ | 4,674 | | |
$ | 3,540 | |
| Adjustments to reconcile net income to operating cash flow: | |
| | | |
| | |
| Depreciation and amortization | |
| 1,055 | | |
| 937 | |
| Stock-based compensation | |
| 548 | | |
| 326 | |
| Non-cash interest expense | |
| 5 | | |
| 3 | |
| Bad debt expense | |
| 87 | | |
| – | |
| Gain on sale of investments | |
| – | | |
| (3,352 | ) |
| Fair value loss on investment | |
| – | | |
| 20 | |
| (Increase) decrease in operating assets: | |
| | | |
| | |
| Accounts receivable | |
| (6,429 | ) | |
| (1,259 | ) |
| Inventories | |
| 438 | | |
| (563 | ) |
| Prepaid expenses and other current assets | |
| 228 | | |
| 136 | |
| Refundable income taxes | |
| 283 | | |
| 631 | |
| Increase (decrease) in operating liabilities: | |
| | | |
| | |
| Accounts payable | |
| 3,397 | | |
| 1,401 | |
| Accrued expenses | |
| (1,282 | ) | |
| (2,765 | ) |
| Accrued income taxes | |
| 1,300 | | |
| 795 | |
| Other long-term liabilities | |
| 74 | | |
| – | |
| Net cash provided by (used in) operating activities | |
| 4,378 | | |
| (150 | ) |
| | |
| | | |
| | |
| Cash flows from investing activities: | |
| | | |
| | |
| Purchases of property and equipment | |
| (11,041 | ) | |
| (2,219 | ) |
| Proceeds from sale of investments | |
| – | | |
| 5,152 | |
| Net cash (used in) provided by investing activities | |
| (11,041 | ) | |
| 2,933 | |
| | |
| | | |
| | |
| Cash flows from financing activities: | |
| | | |
| | |
| Borrowings under line of credit | |
| 8,000 | | |
| – | |
| Repayments under line of credit | |
| (1,000 | ) | |
| – | |
| Payment of deferred financing costs | |
| (21 | ) | |
| (65 | ) |
| Equity award settled in cash | |
| (283 | ) | |
| – | |
| Net cash provided by (used in) financing activities | |
| 6,696 | | |
| (65 | ) |
| | |
| | | |
| | |
| Net increase in cash and cash equivalents | |
| 33 | | |
| 2,718 | |
| | |
| | | |
| | |
| Cash and cash equivalents at the beginning of the period | |
| 5,571 | | |
| 16,728 | |
| | |
| | | |
| | |
| Cash and cash equivalents at the end of the period | |
$ | 5,604 | | |
$ | 19,446 | |
| | |
| | | |
| | |
| Supplemental cash flow information: | |
| | | |
| | |
| Cash paid for income taxes, net of (refunds) | |
$ | – | | |
$ | – | |
| Cash paid for interest | |
$ | 45 | | |
$ | 11 | |
| | |
| | | |
| | |
| Non-cash investing activities | |
| | | |
| | |
| Accrued purchase of property and equipment | |
$ | 216 | | |
$ | 239 | |
| Right-of-use assets obtained in exchange for lease obligations | |
$ | 119 | | |
$ | 8 | |
