false
0000814586
0000814586
2026-11-12
2026-11-12
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
Date of Report (Date of earliest event reported):
November 12, 2026
LIFEWAY
FOODS, INC.
(Exact Name of Registrant as Specified in Its
Charter)
| ILLINOIS |
|
000-17363 |
|
36-3442829 |
(State
or Other Jurisdiction of
Incorporation) |
|
(Commission
File Number) |
|
(I.R.S. Employer
Identification No.) |
| 6431
West Oakton St., Morton
Grove, IL |
|
60053 |
| (Address of principal executive offices) |
|
(Zip code) |
Registrant’s telephone number, including
area code: (847) 967-1010
N/A
(Former Name or Former Address, if Changed Since
Last Report)
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:
| ☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each Class |
Trading Symbol |
Name of each exchange on which registered |
| Common Stock, no par value |
LWAY |
Nasdaq
Global Market |
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. ☐
| Item 2.02. | Results of Operations and Financial Condition. |
On November 12, 2026, Lifeway Foods, Inc. (the
“Company”) issued a press release announcing its financial results for the fiscal quarter ended September 30, 2026. A copy
of this press release is furnished as Exhibit 99.1 to this report and is incorporated herein by reference.
The information in this Item 2.02 of Form 8-K
and Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of
1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, or incorporated by reference into any of
the Company’s filings under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference
in any such filing regardless of any general incorporation language in such filing.
| Item 9.01. |
Financial Statements and Exhibits. |
(d) Exhibits:
| Exhibit No. |
Description |
| |
|
| 99.1 |
Press Release dated November 12, 2026. |
| |
|
| 104 |
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
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.
| |
LIFEWAY FOODS, INC.
|
|
| Dated: November 12, 2026 |
By: |
/s/ Eric Hanson |
|
| |
|
Name: Eric Hanson |
|
| |
|
Title: Chief Financial Officer |
|
Exhibit 99.1
Lifeway Foods®
Reports Record High Quarterly Net Sales, Extends Kefir Category Leadership in Third Quarter 2026
28th consecutive
quarter of year-over-year net sales growth; year-to-date 2026 net sales up 25.8%
Morton Grove, IL — November 12, 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 third quarter ended September 30, 2026.
“Lifeway delivered another record breaking quarter with net sales
of $67.8 million, extending our streak of topline growth to 28 consecutive quarters,” said Julie Smolyansky, President and Chief
Executive Officer of Lifeway Foods. “The consistent, volume-led growth we are seeing for our authentic Lifeway Kefir and Lifeway
Farmer Cheese is extraordinary, reflecting the deep trust we have established with our growing consumer base and the ongoing commitment
of our retailer partners. Our performance also reflects the rising demand for fermented dairy, as consumers increasingly seek functional,
high quality-protein offerings and retailers identify ways to dedicate more shelf space to products like ours. With 7 years of uninterrupted
growth and decades spent building this category, Lifeway is uniquely positioned to meet the moment and capitalize on this demand.”
Ms. Smolyansky continued, “Profitability this quarter continued
to reflect an elevated input cost environment, and while we expect the cost pressure to persist in the fourth quarter, our outlook for
2027 has not changed. We expect the planned price increases across our portfolio to take effect
with distributors and retailers on a rolling basis through the end of the year and into the first quarter of 2027. With our pricing actions
and the productivity gains we anticipate from our capacity investments, we expect gross margin expansion and improved profitability in
2027. The scale-up of our Waukesha facility, scheduled for completion in early 2027,
will eliminate capacity challenges we have encountered and allow us to serve the massive level of demand in front of us. We are well on
pace to shatter our annual net sales record in 2026, and look forward to extending our category leadership and building on this momentum
as we look ahead to 2027.”
Third Quarter 2026 Highlights
| · | Net Sales: $67.8 million, the highest quarterly
net sales in Company history, up 18.6% year-over-year, primarily driven by higher volumes of the Company’s branded drinkable kefir. |
| · | Gross Profit Margin: 18.0% ,
compared to 28.7% in the prior-year period, primarily reflecting elevated input costs including milk, resin-based packaging, ingredients,
and transportation costs. |
| · | Selling, general and administrative expenses
were 16.2% of net sales, compared to 19.6% last year, reflecting continued investment in marketing and brand awareness. |
| · | Net Income: $0.3 million, or $0.02 per basic
and diluted common share, compared to net income of $3.5 million, or $0.23 per basic and diluted common share, in the prior-year period. |
Year-to-Date 2026 Highlights
| · | Net Sales: $197.7 million, up 25.8% year-over-year. |
| · | Gross Profit Margin: 21.5%, compared to 27.3%
in the prior-year period. |
| · | Selling, general and administrative expenses
were 17.2% of net sales, compared to 19.1% last year, |
| · | Net Income: $5.1 million, or $0.33 per basic
and diluted common share, compared to net income of $11.3 million, or $0.75 per basic and $0.74 per diluted common share, in the prior-year
period. |
Historic Growth Record
| · | 28 consecutive quarters of year-over-year net
sales growth, reflecting seven years of uninterrupted quarterly growth. |
| · | Four consecutive years of record annual net sales
from 2022 through 2025, increasing from $141.6 million to $212.5 million – a cumulative increase of 50.1%. |
| · | Year-to-date net sales equaled approximately
93% of full-year 2025 net sales, with the Company well on pace to set a record high in annual net sales in 2026, far exceeding the high-bar
set in 2025. |
Industry Recognition
In October, Lifeway was named to Fortune’s
2026 list of the 100 Fastest-Growing Companies, ranking No. 45, reflecting the Company’s sustained, volume-led growth and the strength
of consumer demand for kefir and other cultured dairy products. This inclusion places Lifeway among an elite group of publicly traded
companies that have delivered notably strong financial performance. This follows the induction of President and Chief Executive Officer
Julie Smolyansky into the Specialty Food Association Hall of Fame this summer, in recognition of her leadership in transforming kefir
from a niche product into a mainstream functional-food category.
Conference Call and Webcast
A live conference call and Q&A session
with management discussing these results with additional comments and details will be made available through the “Investor Relations”
section of the Company’s website at https://lifewaykefir.com/webinars-reports/ at 4:30 p.m. ET on November 12, 2026. Those interested
in participating in the live call can dial 1-877-407-9716 or 1-201-493-6779. The webcast will be archived and available for replay.
About Lifeway Foods, Inc.
Lifeway Foods, Inc. is the brand that introduced kefir to generations
of American consumers. For 40 years, Lifeway has defined authentic, real kefir in the U.S. market while building the expertise, consumer
trust and scale that support its category leadership. The Company has been recognized as one of America’s Growth Leaders by TIME,
as Dairy Foods’ Processor of the Year 2025, as one of Forbes’ Best Small Companies and on Inc.’s 2025 Best in Business
list in the Best Challenger Brands category. In addition to its drinkable kefir portfolio, Lifeway produces Farmer Cheese – a 40-year
legacy line now expanding to mass retail – Kefir Butter, Muscle Mates™, a variety of cheeses and ProBugs® for kids. Lifeway
products are sold across the United States, Mexico, the United Arab Emirates, Central America and the Caribbean. Learn more 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.
Derek Miller
Vice President of Communications, Lifeway
Foods
Email: derekm@lifeway.net
General inquiries:
Lifeway Foods, Inc.
Phone: 847-967-1010
Email: info@lifeway.net
LIFEWAY FOODS, INC. AND SUBSIDIARIES
Unaudited Consolidated Balance Sheets
September 30, 2026 and December 31, 2025
(In thousands)
| | |
| | |
| |
| | |
September 30, | | |
December 31, | |
| | |
2026 | | |
2025 | |
| | |
(Unaudited) | | |
| |
| Current assets | |
| | | |
| | |
| Cash and cash equivalents | |
$ | 6,975 | | |
$ | 5,571 | |
| Accounts receivable, net of allowance for credit losses and discounts & allowances of $2,900 and $1,730 at September 30, 2026 and December 31, 2025, respectively | |
| 22,353 | | |
| 16,643 | |
| Inventories, net | |
| 13,594 | | |
| 11,890 | |
| Prepaid expenses and other current assets | |
| 2,470 | | |
| 2,627 | |
| Refundable income taxes | |
| 636 | | |
| 325 | |
| Total current assets | |
| 46,028 | | |
| 37,056 | |
| | |
| | | |
| | |
| Property, plant and equipment, net | |
| 67,393 | | |
| 48,282 | |
| Operating lease right-of-use asset | |
| 504 | | |
| 465 | |
| Goodwill | |
| 11,704 | | |
| 11,704 | |
| Intangible assets, net | |
| 5,413 | | |
| 5,818 | |
| Other assets | |
| 1,629 | | |
| 2,285 | |
| Total assets | |
$ | 132,671 | | |
$ | 105,610 | |
| | |
| | | |
| | |
| Current liabilities | |
| | | |
| | |
| Accounts payable | |
$ | 12,739 | | |
$ | 11,008 | |
| Accrued expenses | |
| 6,363 | | |
| 5,413 | |
| Accrued income taxes | |
| 716 | | |
| 218 | |
| Total current liabilities | |
| 19,818 | | |
| 16,639 | |
| | |
| | | |
| | |
| Line of credit | |
| 11,950 | | |
| – | |
| Note payable | |
| 12,032 | | |
| – | |
| Operating lease liabilities | |
| 370 | | |
| 360 | |
| Deferred income taxes, net | |
| 2,792 | | |
| 2,792 | |
| Other long-term liabilities | |
| 251 | | |
| – | |
| Total liabilities | |
| 47,213 | | |
| 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; 15,108 and 15,232 outstanding at September 30, 2026 and December 31, 2025, respectively | |
| 6,509 | | |
| 6,509 | |
| Treasury stock, at cost | |
| (17,194 | ) | |
| (13,214 | ) |
| Paid-in capital | |
| 2,401 | | |
| 3,843 | |
| Retained earnings | |
| 93,742 | | |
| 88,681 | |
| Total stockholders’ equity | |
| 85,458 | | |
| 85,819 | |
| | |
| | | |
| | |
| Total liabilities and stockholders’ equity | |
$ | 132,671 | | |
$ | 105,610 | |
LIFEWAY FOODS, INC. AND SUBSIDIARIES
Consolidated Statements of Operations
For the three and nine months ended September
30, 2026 and 2025
(Unaudited)
(In thousands, except per share data)
| | |
| | |
| | |
| | |
| |
| | |
Three Months Ended September 30, | | |
Nine Months Ended September 30, | |
| | |
2026 | | |
2025 | | |
2026 | | |
2025 | |
| | |
| | |
| | |
| | |
| |
| Net sales | |
$ | 67,797 | | |
$ | 57,143 | | |
$ | 197,702 | | |
$ | 157,135 | |
| | |
| | | |
| | | |
| | | |
| | |
| Cost of goods sold | |
| 54,599 | | |
| 39,821 | | |
| 152,199 | | |
| 111,744 | |
| Depreciation expense | |
| 1,034 | | |
| 914 | | |
| 2,962 | | |
| 2,548 | |
| Total cost of goods sold | |
| 55,633 | | |
| 40,735 | | |
| 155,161 | | |
| 114,292 | |
| | |
| | | |
| | | |
| | | |
| | |
| Gross profit | |
| 12,164 | | |
| 16,408 | | |
| 42,541 | | |
| 42,843 | |
| | |
| | | |
| | | |
| | | |
| | |
| Selling expense | |
| 6,434 | | |
| 5,047 | | |
| 20,256 | | |
| 14,463 | |
| General and administrative expense | |
| 4,510 | | |
| 6,186 | | |
| 13,870 | | |
| 15,566 | |
| Amortization expense | |
| 135 | | |
| 135 | | |
| 405 | | |
| 405 | |
| Total operating expenses | |
| 11,079 | | |
| 11,368 | | |
| 34,531 | | |
| 30,434 | |
| | |
| | | |
| | | |
| | | |
| | |
| Income from operations | |
| 1,085 | | |
| 5,040 | | |
| 8,010 | | |
| 12,409 | |
| | |
| | | |
| | | |
| | | |
| | |
| Other income (expense): | |
| | | |
| | | |
| | | |
| | |
| Interest expense | |
| (340 | ) | |
| (21 | ) | |
| (623 | ) | |
| (56 | ) |
| Fair Value Loss on investments | |
| – | | |
| – | | |
| – | | |
| (20 | ) |
| Gain on sale of investments | |
| – | | |
| – | | |
| – | | |
| 3,407 | |
| Other income (expense), net | |
| 20 | | |
| 73 | | |
| 42 | | |
| 229 | |
| Total other income (expense) | |
| (320 | ) | |
| 52 | | |
| (581 | ) | |
| 3,560 | |
| | |
| | | |
| | | |
| | | |
| | |
| Income before provision for income taxes | |
| 765 | | |
| 5,092 | | |
| 7,429 | | |
| 15,969 | |
| | |
| | | |
| | | |
| | | |
| | |
| Provision for income taxes | |
| 505 | | |
| 1,563 | | |
| 2,368 | | |
| 4,651 | |
| | |
| | | |
| | | |
| | | |
| | |
| Net income | |
$ | 260 | | |
$ | 3,529 | | |
$ | 5,061 | | |
$ | 11,318 | |
| | |
| | | |
| | | |
| | | |
| | |
| Net earnings per common share: | |
| | | |
| | | |
| | | |
| | |
| Basic | |
$ | 0.02 | | |
$ | 0.23 | | |
$ | 0.33 | | |
$ | 0.75 | |
| Diluted | |
$ | 0.02 | | |
$ | 0.23 | | |
$ | 0.33 | | |
$ | 0.74 | |
| | |
| | | |
| | | |
| | | |
| | |
| Weighted average common shares outstanding: | |
| | | |
| | | |
| | | |
| | |
| Basic | |
| 15,107 | | |
| 15,229 | | |
| 15,174 | | |
| 15,190 | |
| Diluted | |
| 15,253 | | |
| 15,422 | | |
| 15,314 | | |
| 15,381 | |
LIFEWAY FOODS, INC. AND SUBSIDIARIES
Consolidated Statements of Cash Flows
(Unaudited)
(In thousands)
| | |
| | |
| |
| | |
Nine months ended September 30, | |
| | |
2026 | | |
2025 | |
| Cash flows from operating activities: | |
| | | |
| | |
| Net income | |
$ | 5,061 | | |
$ | 11,318 | |
| Adjustments to reconcile net income to operating cash flow: | |
| | | |
| | |
| Depreciation and amortization | |
| 3,367 | | |
| 2,953 | |
| Stock-based compensation | |
| 1,708 | | |
| 1,466 | |
| Non-cash interest expense | |
| 16 | | |
| 14 | |
| Bad debt expense | |
| 87 | | |
| – | |
| Gain on sale of equipment | |
| (17 | ) | |
| (115 | ) |
| Gain on sale of investments | |
| – | | |
| (3,407 | ) |
| Fair value loss on investment | |
| – | | |
| 20 | |
| (Increase) decrease in operating assets: | |
| | | |
| | |
| Accounts receivable | |
| (5,797 | ) | |
| (1,997 | ) |
| Inventories | |
| (1,704 | ) | |
| (2,378 | ) |
| Prepaid expenses and other current assets | |
| 354 | | |
| 123 | |
| Refundable income taxes | |
| (311 | ) | |
| 497 | |
| Increase (decrease) in operating liabilities: | |
| | | |
| | |
| Accounts payable | |
| 2,413 | | |
| 3,330 | |
| Accrued expenses | |
| (988 | ) | |
| (1,143 | ) |
| Accrued income taxes | |
| 497 | | |
| – | |
| Other long-term liabilities | |
| 251 | | |
| – | |
| Net cash provided by operating activities | |
| 4,937 | | |
| 10,681 | |
| | |
| | | |
| | |
| Cash flows from investing activities: | |
| | | |
| | |
| Purchases of property and equipment | |
| (22,757 | ) | |
| (9,675 | ) |
| Proceeds from sale of equipment | |
| 433 | | |
| 115 | |
| Proceeds from sale of investments | |
| – | | |
| 5,206 | |
| Net cash (used in) provided by investing activities | |
| (22,324 | ) | |
| (4,354 | ) |
| | |
| | | |
| | |
| Cash flows from financing activities: | |
| | | |
| | |
| Purchase of treasury stock | |
| (4,937 | ) | |
| – | |
| Borrowings under line of credit | |
| 25,000 | | |
| – | |
| Repayments under line of credit | |
| (13,000 | ) | |
| – | |
| Proceeds from note payable | |
| 12,032 | | |
| – | |
| Payment of deferred financing costs | |
| (21 | ) | |
| (65 | ) |
| Equity award settled in cash | |
| (283 | ) | |
| – | |
| Net cash provided by (used in) financing activities | |
| 18,791 | | |
| (65 | ) |
| | |
| | | |
| | |
| Net increase in cash and cash equivalents | |
| 1,404 | | |
| 6,262 | |
| | |
| | | |
| | |
| Cash and cash equivalents at the beginning of the period | |
| 5,571 | | |
| 16,728 | |
| | |
| | | |
| | |
| Cash and cash equivalents at the end of the period | |
$ | 6,975 | | |
$ | 22,990 | |
| | |
| | | |
| | |
| Supplemental cash flow information: | |
| | | |
| | |
| Cash paid for income taxes, net of (refunds) | |
$ | 2,181 | | |
$ | 4,154 | |
| Cash paid for interest | |
$ | 511 | | |
$ | 42 | |
| | |
| | | |
| | |
| Non-cash investing activities | |
| | | |
| | |
| Accrued purchase of property and equipment | |
$ | 93 | | |
$ | 3,875 | |
| Right-of-use assets obtained in exchange for lease obligations | |
$ | 135 | | |
$ | 293 | |
