-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, M879Qy2UawFG5S4vHFNlCDLHGcDmx8+9qUNeqFgr5Gp2mpjIUjKdXAOjOvmZB5TT dKZDJ/Z6rwr+RJr5oBqFDw== 0001072613-04-002206.txt : 20041119 0001072613-04-002206.hdr.sgml : 20041119 20041119152102 ACCESSION NUMBER: 0001072613-04-002206 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20041115 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20041119 DATE AS OF CHANGE: 20041119 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LIFEWAY FOODS INC CENTRAL INDEX KEY: 0000814586 STANDARD INDUSTRIAL CLASSIFICATION: DAIRY PRODUCTS [2020] IRS NUMBER: 363442829 STATE OF INCORPORATION: IL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-17363 FILM NUMBER: 041157743 BUSINESS ADDRESS: STREET 1: 6431 W OAKTON CITY: MORTON GROVE STATE: IL ZIP: 60053 BUSINESS PHONE: 7089671010 MAIL ADDRESS: STREET 1: 6431 W OAKTON CITY: MORTON GROVE STATE: IL ZIP: 60053 8-K 1 form8-k_13116.txt FORM 8-K DATED NOVEMBER 15, 2004 ================================================================================ 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 15, 2004 LIFEWAY FOODS, INC. - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) ILLINOIS 0-17363 36-3442829 - ---------------------------- ------------------------ ---------------- (State or other jurisdiction (Commission File Number) (I.R.S. Employer of incorporation) 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)) ================================================================================ LIFEWAY FOODS, INC. SECTION 2 - FINANCIAL INFORMATION ITEM 2.02 RESULTS OF OPERATIONS OR FINANCIAL CONDITION. On November 15, 2004, the Company announced its financial results for the fiscal quarter ended September 30, 2004 and certain other information. A copy of the Company's press release announcing these financial results and certain other information is attached as Exhibit 99.1 hereto. The information contained in Exhibit 99.1 hereto is being furnished, and should not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities imposed by that Section. The information contained in Exhibit 99.1 shall not be incorporated by reference into any registration statement or other document or filing under the Securities Act of 1933, as amended, except as may be expressly set forth in a specific filing. The press release filed as an exhibit to this report includes "safe harbor" language pursuant to the Private Securities Litigation Reform Act of 1995, as amended, indicating that certain statements about the Company's business and other matters contained in the press release are "forward-looking." The press release also cautions investors that "forward-looking" statements may be different from actual operating results. Finally, the press release states that a more thorough discussion of risks and uncertainties which may affect the Company's operating results is included in the Company's reports on file with the Securities and Exchange Commission. SECTION 5 - CORPORATE GOVERNANCE AND MANAGEMENT ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS. On November 15, 2004, the Company's Board of Directors appointed Edward P. Smolyansky to serve as the Treasurer and Chief Financial and Accounting Officer of Lifeway effective as of November 16, 2004. Edward Smolyansky has served as the Controller of the Company since June 2002 and acted as an executive assistant to his father, Lifeway's founder, former President and Chief Executive Officer Michael Smolyansky since being receiving his baccalaureate degree in finance from Loyola University of Chicago in December 2001. Edward Smolyansky is the brother of Company President and Chief Executive Officer Julie Smolyansky and the son of Lifeway's Chairperson of the Board of Directors, Ludmila Smolyansky. There is no employment agreement between Lifeway and Edward Smolyansky. Effective upon the appointment of Edward Smolyansky, Julie Smolyansky shall no longer serve as Lifeway's Treasurer and Chief Financial and Accounting Officer. SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS (c) Exhibits. The following exhibits are filed with this report: Exhibit 99.1 Press release dated November 15, 2004 regarding earnings for the quarter ended September 30, 2004. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Dated: November 19, 2004 LIFEWAY FOODS, INC. By: /s/ Julie Smolyansky -------------------------------------- Julie Smolyansky Chief Executive Officer, President and Director EX-99.1 2 exh99-1_13116.txt PRESS RELEASE DATED NOVEMBER 15, 2004 EXHIBIT 99.1 ------------ PRESS RELEASE DATED NOVEMBER 15, 2004 REGARDING EARNINGS FOR THE QUARTER ENDED SEPTEMBER 30, 2004. LIFEWAY FOODS, INC. FOR IMMEDIATE RELEASE Sales Rose 8 Percent in the Third Quarter and 10.5 Percent in the Nine Months Periods MORTON GROVE, Ill., Nov. 15 - Lifeway Foods, Inc. announced its financial results for the third quarter and nine months period ended September 30, 2004. For the third quarter, sales rose 7.8 percent to a record $4.14 million compared to $3.83 million in the same quarter a year ago. Net income was $515,109, or $0.06 per share, compared to $709,196, or $0.08 per share, for the year ago quarter. This decrease is primarily attributable to higher raw material prices. For the nine month period, sales increased 10.5 percent to $12.08 million from $10.92 million, in the year ago period. Net income was $1.71 million, or $0.20 per share, compared to net income of $2.39 million, or $0.28 per share, in the year ago period. This decrease was primarily attributable to the sharp, temporary second quarter spike in milk prices. "We are extremely excited about our continued strong performance and record sales in the third quarter," Julie Smolyansky, Lifeway Foods' president stated. "Growth in third quarter sales was especially encouraging, when compared to the year ago quarter, because the 2003 quarter experienced a large order by Sav-A-Lot stores that was not present this year. In regards to our acquisition in the quarter, Ilya's Farms only contributed a little more than $100,000 in the third quarter sales. We look forward to further strengthening our presence on the East Coast with this recent acquisition and believe long-term, this has the potential to add significantly to shareholder value. "There were several factors contributing to the decrease of $194,000 in net income with the most significant being increased milk prices, insurance costs and professional fees associated with regulatory compliance and the recent acquisition," Smolyansky said. Lifeway, recently named as Fortune Magazine's 38th Fastest Growing Small Company and 47th on the Forbes 200 Best Small Companies, is a manufacturer of cultured, probiotic and functional food products in the health food industry, and is America's leading supplier of the cultured dairy product known as kefir. The Company markets 12 flavors of kefir, and America's first and only no sugar added, low carb kefir, Slim 6(TM). The Company also participates in the organic and soy markets with Lifeway Organic(TM), Organic Kefir and Kefir Cheese, and America's first soy kefir called SoyTreat(TM). The Company recently added a line of gourmet cream cheeses. For more information, contact Julie Smolyansky, President, Lifeway Foods, Inc. at (847) 967-1010 or e-mail at info@lifeway.net and visit http://www.lifeway.net. This news release contains forward-looking statements. Investors are cautioned that actual results may differ materially from such forward-looking statements. Forward-looking statements involve risks and uncertainties including, but not limited to, competitive pressures and other important factors detailed in the Company's reports filed with the Securities and Exchange Commission. Lifeway Foods, Inc. Condensed Consolidated Statement of Income (Unaudited) Three Months Ended Nine Months Ended September September September September 30, 30, 30, 30, 2004 2003 2004 2003 ----------- ----------- ----------- ----------- Sales $ 4,138,606 $ 3,837,100 $12,075,778 $10,921,510 Cost of Goods Sold 2,239,553 1,907,802 6,604,554 5,467,692 Gross Profit 1,899,053 1,929,298 5,471,224 5,453,818 Operating Expenses 1,157,906 871,192 3,089,336 2,653,974 Income from Operations 741,147 1,058,106 2,381,888 2,799,844 Total other income 70,172 56,563 411,433 1,024,544 Pre-tax income 811,319 1,114,669 2,793,321 3,824,388 Income taxes 296,210 405,473 1,080,905 1,433,191 Net income 515,109 709,176 1,712,416 2,391,197 Per Share Earnings $ .06 $ .08 $ .20 $ .28 Wtg. Ave. Shares 8,440,207 8,436,888 8,438,433 8,436,888 Condensed Consolidated Balance Sheet (Unaudited) September 30, September 30, 2004 2003 Current Assets $15,182,890 $13,571,601 Current Liabilities 899,452 1,543,329 Working Capital 14,283,438 12,028,272 Long-term Debt 456,796 478,024 Stockholders Equity $17,385,071 $14,956,643 -----END PRIVACY-ENHANCED MESSAGE-----