LIFEWAY FOODS, INC. Form 10-K
Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K
☒ANNUAL REPORT PURSUANT TO SECTION 13 OR
15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2024
or
☐TRANSITION REPORT PURSUANT TO 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)
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
6431 West Oakton St., Morton Grove, Illinois60053
(Address of principal executive offices) (Zip Code)
(847) 967-1010
(Registrant’s telephone number, including
area code)
Securities registered under Section 12(b) of the
Exchange Act:
Title of each class Trading Symbol(s) Name of each exchange on which registered
Common Stock, No Par Value LWAY Nasdaq Global Market
Preferred Stock Purchase Rights None Nasdaq Global Market
Securities registered under Section 12(g) of the
Exchange Act:
None
Indicate by check mark if the registrant is a well-known
seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒
Indicate by check mark if the registrant is not required
to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒
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 ☒ No ☐
Indicate by check mark whether the registrant has
submitted electronically every Interactive Data File required to be submitted 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 such files). Yes ☒
No ☐
Indicate by check mark whether the registrant is a
large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See
the definitions of “large accelerated filer”, “accelerated filer,” “smaller reporting company” and
“emerging growth company” in Rule 12b-2 of the Exchange Act.
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. ☐
Indicate by check mark whether the registrant has
filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting
under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its
audit report. Yes ☐ No ☒
If securities are registered pursuant to Section 12(b)
of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of
an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error
corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s
executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark whether the registrant is a
shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒
The aggregate market value of the voting and non-voting
common equity held by non-affiliates computed by reference to the price at which the stock was last sold as of June 30, 2024 ($12.77 per
share as quoted on the Nasdaq Global Market) was $74,355,253.
As of March 14, 2025, 15,203,241shares
of the registrant’s common stock, no par value, were outstanding.
Portions of the Registrant’s definitive
proxy statement to be filed no later than 120 days after the close of the fiscal year covered by this report on Form 10-K are incorporated
by reference into Part III.
Table of Contents
Page
PART I
Item 1. Business 1
Item 1A. Risk Factors 6
Item 1B. Unresolved Staff Comments 18
Item 1C Cybersecurity 18
Item 2. Properties 19
Item 3. Legal Proceedings 19
Item 4. Mine Safety Disclosures 19
PART II
Item 6. [RESERVED] 20
Item 7A. Quantitative and Qualitative Disclosures about Market Risk 27
Item 8. Financial Statements and Supplementary Data 27
Item 9A. Controls and Procedures 28
Item 9B. Other Information 29
Item 9C. Disclosure Regarding Foreign Jurisdictions That Prevent Inspections 29
PART III
Item 10. Directors, Executive Officers and Corporate Governance 30
Item 11. Executive Compensation 30
Item 14. Principal Accountant Fees and Services 30
PART IV
Item 15. Exhibits, Financial Statement Schedules 31
Signatures 34
i
FORWARD LOOKING STATEMENTS
In connection with the “safe harbor” provisions
of the Private Securities Litigation Reform Act of 1995, readers are advised that this document, and any document incorporated by reference
herein, may contain forward looking statements. Forward looking statements are subject to certain risks and uncertainties, which could
cause actual results to differ materially from those indicated by the forward looking statements. These statements use words, variations
of words, and negatives of words such as “may,” “could,” “believe,” “future,” “depend,”
“expect,” “will,” “result,” “can,” “remain,” “assurance,” “subject to,”
“require,” “limit,” “impose,” “guarantee,” “restrict,” “continue,” “become,”
“predict,” “likely,” “opportunities,” “effect,” “change,” and “estimate.”
Examples of forward looking statements include, but are not limited to, (i) projections of revenues, income or loss, earnings or losses
per share, capital expenditures, dividends, capital structure and other financial items, (ii) statements of Lifeway Foods, Inc.’s
(which, together with its subsidiaries as the context requires, may be referred to as “Lifeway”, the “Company”,
“our”, “we” or “us”) plans and objectives, including the introduction of new products, or estimates
or predictions of actions by customers, suppliers, competitors or regulatory authorities, (iii) statements of future economic performance,
and (iv) statements of assumptions underlying other statements and statements about the Company or its business.
Forward looking statements are based on management’s
beliefs, assumptions, estimates and observations of future events based on information available to our management at the time the statements
are made and include any statements that do not relate to any historical or current fact. These statements are not guarantees of future
performance and they involve certain risks, uncertainties and assumptions that are difficult to predict. Actual outcomes and results may
differ materially from what is expressed, implied or forecast by our forward looking statements due in part to the risks, uncertainties,
and assumptions that include:
· the actions and decisions of our customers or consumers;
· our ability to successfully implement our business strategy;
· changes in the pricing of commodities;
· the effects of government regulation;
These factors are not necessarily all of the important
factors that could cause actual results to differ materially from those expressed in any of our forward looking statements. Other unknown
or unpredictable factors could also have material adverse effects on future results. We intend these forward looking statements to speak
only at the date made. Except as otherwise required to be disclosed in periodic reports required to be filed by us with the SEC, we have
no duty to update these statements, and we undertake no obligation to publicly update or revise any forward looking statements, whether
as a result of new information, future events or otherwise.
ii
PART I
ITEM 1. BUSINESS
OVERVIEW
Lifeway was founded in 1986 by Michael Smolyansky,
ten years after he and his family emigrated from Eastern Europe to the United States. Lifeway was the first to successfully introduce
kefir to the U.S. consumer on a commercial scale, initially catering to ethnic consumers in the Chicago, Illinois metropolitan area. Lifeway
has grown to become the largest producer and marketer of kefir in the U.S. and an important player in the broader market spaces of probiotic-based
products and natural, “better for you” foods.
PRODUCTS
Our primary product is drinkable kefir, a cultured
dairy product. Lifeway kefir is tart and tangy, high in protein, calcium and vitamin D. Thanks to our exclusive blend of kefir cultures,
each cup of our flagship low fat kefir contains 12 live and active cultures and 25 to 30 billion beneficial CFU (Colony Forming Units)
at the time of manufacture.
We manufacture (directly or through co-packers) and
market products under the Lifeway, Fresh Made and GlenOaks Farms brand names, as well as under private labels on behalf of certain customers.
Our product categories are:
· Drinkable yogurt, sold in a variety of sizes and flavors;
· ProBugs, a line of kefir products designed for children;
· Other dairy, which consists primarily of Fresh Made butter and sour cream.
Net sales of products by category were as follows
for the years ended December 31:
In thousands $ % $ %
Product innovation and new product development
Lifeway is committed to maintaining its positions
as the leading producer of kefir and a recognized leader in the market for probiotic products. We routinely evaluate opportunities for
new product development, flavors and formulations, improved package design, new product configurations and other innovation avenues. Beyond
our core drinkable kefir products, we have an ongoing effort to extend the strength of the Lifeway brand and leverage the capabilities
of the Lifeway organization into fresh categories and into additional channels of trade, such as Convenience; Foodservice; Club; and Drug.
Lifeway considers research and development of new
products to be a significant part of our overall business philosophy. Where possible, we leverage our existing staff and facilities to
conduct our innovation, research, and development efforts, rather than maintaining a dedicated research and development staff and facilities
or relying solely on third parties.
PRODUCTION
Manufacturing
During 2024 and 2023, approximately 94% and 93%
our revenue, respectively, was derived from products manufactured at our own facilities. We currently operate the following manufacturing
and distribution facilities:
· Morton Grove, Illinois, which produces drinkable kefir and cheese products;
All our fixed assets associated with manufacturing,
storage, and distribution of our products are in the United States.
Co-Packers
In addition to the products manufactured in our
own facilities, independent manufacturers (“co-packers”) manufacture some of our products. We have a co-packer agreement to
manufacture drinkable yogurt and a small percentage of our Lifeway kefir product in California. We have a co-packer agreement to manufacture
drinkable kefir in Ireland, to serve our European markets. During 2024 and 2023, approximately 6% and 7% of our revenue, respectively,
was derived from products manufactured by co-packers. Our domestic co-packer is Safe Quality Food (“SQF”) certified and follows
Good Manufacturing Practices (“GMPs”). Additionally, the co-packers are required to ensure our products are manufactured in
accordance with our quality specifications and that they are compliant with all applicable laws and regulations.
SALES AND DISTRIBUTION
Sales Organization
We sell our products primarily through our direct
sales force, brokers, and distributors. Our sales organization strives to cultivate strong, collaborative relationships with our customers
that facilitate favorable shelf placement for our products, which we believe drives sales volumes when combined with our marketing efforts
and our brand strength. Our relationships with food brokers provide additional customer coverage as a supplement to our direct sales force.
Distribution inside the United States
Lifeway’s products reach the consumer through
three primary “route-to-market” pathways:
· Retail-direct;
· Distributor; and
· Direct store delivery (“DSD”).
Under the retail-direct channel, we sell our products
to retailers and deliver it through either the retailers’ carriers or third-party carriers that deliver to such retailers’
distribution centers. In turn, our retailers then deliver the products to their respective stores. Under the retail direct-model, optimal
product merchandising, assortment and product presentation are attended to by the retailer. Sales to our retail-direct customers represent
approximately 52% of our total net sales for the year ended 2024.
Under the distributor channel, we sell our products
to distributors and deliver it through either the distributors’ carriers or third-party carriers that deliver to such distributors’
designated warehouses. In turn, our distributors then sell and ship our products to their retail customers. Our distributors often use
a DSD model of their own to make deliveries directly to individual stores, but they also make deliveries to retailers’ distribution
centers. The distributor attends to optimal product merchandising, assortment, and product presentations at the retail end of the channel,
with support from Lifeway’s direct sales force and broker network. Sales to our distributor customers represent approximately 46%
of our total net sales for year ended 2024.
Under the direct store delivery (“DSD”)
route to market, we sell our products to retailers and deliver it directly to the store using Company-owned vehicles and a team of Lifeway
merchandisers who engage face-to-face with store management to ensure optimal product assortments and presentations. We operate our DSD
model in the Chicago, Illinois metropolitan area only. Sales to our DSD customers represent approximately 2% of our total net sales for
the year ended 2024.
Distribution outside of the U.S.
Lifeway’s primary market is the United States;
however, certain distributors based in the United States sell our products to retailers in Mexico, portions of Central and South America
and the Caribbean. Additionally, Lifeway products reach consumers in France, Ireland, and the Middle East under third party co-manufacturing
agreements and in-country broker and distributor arrangements. Sales distributed outside the United States represented approximately 3%
of net sales for the year ended 2024.
Channel- and Market-Specific Distribution and Broker Representation
Arrangements
Lifeway’s generally standardized agreements
with independent distributors and food brokers allow us the latitude to establish new relationships as opportunities and needs arise.
Where appropriate given the relationship, market, and business opportunity, we offer exclusive channels, markets, and/or territories to
our distributors and brokers.
We provide our independent distributors with products
at wholesale prices for distribution to their retail accounts. Lifeway believes that the prices at which we sell our products to distributors
are competitive with the prices generally paid by distributors for similar products in the markets served. Due to the perishable nature
of our products and the costs to return, we do not offer return privileges to any of our distributors or channel customers; however, from
time to time we do provide our customers with allowances for non-saleable product.
Lifeway engages independent food brokers generally
on a commission basis, subject in some cases to a minimum commission guarantee. The commissions vary based on the scope of services provided
and customers served. Our brokers represent our products to a variety of prospective buyers. These buyers could be specialty stores, retail
grocery chains, wholesalers, foodservice operators and distributors, drug chains, mass merchandisers, industrial users, schools and universities,
or military installations. With support from our direct sales force, brokers may provide other value-added services. These may include
scheduling and coordinating promotions, merchandising, centralized ordering, and data collection services.
MARKETING
We use a combination of sales incentives, trade promotions,
and consumer promotions to market our products.
Sales Incentives and Trade Promotion Allowances
Lifeway offers various sales incentives and trade
promotional programs to its retailer and distributor customers from time to time in the normal course of business. These sales incentives
and trade promotion programs include rebates, in-store display and demo allowances, allowances for non-saleable product, coupons, and
other trade promotional activities. Trade promotions support price features, displays, and other merchandising of our products by our
retail and distributor customers. We record these arrangements as a reduction to net sales in our consolidated statements of operations.
Consumer Promotions and Marketing Campaigns
We engage in an ongoing and wide variety of marketing
and media campaigns – primarily digital and social media, print advertising, television advertising, and event marketing. We complement
these marketing and media efforts with industry-related trade shows and in-store promotional events. Our consumer marketing efforts also
include cooperative advertising programs with our retail customers and various couponing campaigns, online consumer relationship programs,
and other similar forms of promotions.
Our marketing efforts are aimed at stimulating demand
with new and existing consumers by elevating awareness and consumption of kefir and probiotics, as well as enhancing our brand equity.
Our awareness marketing seeks to promote the positive nutritional attributes and flavor of our products.
COMPETITION
Lifeway competes with a limited number of other domestic
kefir producers and consequently faces a small amount of direct competition for kefir products. However, Lifeway’s kefir-based products
compete with other dairy products, such as spoonable and drinkable yogurt, and, increasingly, with non-dairy probiotic products. Many
of our competitors are well-established and have significantly greater financial resources than Lifeway to promote their products.
SUPPLIERS
We purchase our ingredients such as milk, cultures,
and other ingredients from unaffiliated suppliers. In addition, we purchase significant quantities of ingredients and product packaging
materials and utilities, such as natural gas and electricity to operate our facilities. Purchases are made through purchase orders or
contracts, and price, delivery terms, and product specifications vary. The prices for our principal inputs can fluctuate based on economic,
weather, and other conditions. Lifeway believes it has access to alternative suppliers for critical ingredients, packaging, and other
input requirements.
MAJOR CUSTOMERS
During the year ended December 31, 2024, two customers
accounted for a total of 25% of our total net sales. Two customers accounted for a total of 26% of net accounts receivable as of December
31, 2024.
SEGMENTS
Lifeway has determined that it has one reportable
segment based on how our chief operating decision maker manages the business and in a manner consistent with the internal reporting provided
to the chief operating decision maker. The chief operating decision maker, who is responsible for allocating resources and assessing Company
performance, has been identified as the Chief Executive Officer. Substantially all our consolidated revenues relate to the sale of cultured
dairy products that we produce using the same processes and materials and are sold to consumers through a common network of distributors
and retailers in the United States.
INTELLECTUAL PROPERTY
We believe that our rights in our trademarks and service
marks are important to our marketing efforts to develop brand recognition and differentiate our brand from our competitors and are a valuable
part of our business. We own many domestic and international trademarks and service marks. In addition, we own numerous registered and
unregistered copyrights, registered domain names, and proprietary trade secrets, trade dress, technology, know-how, processes, and other
proprietary rights that are not registered. Depending on the jurisdiction, trademarks are generally valid as long as they are in use and/or
their registrations are properly maintained, and they have not been found to have become generic. Registrations of trademarks can also
generally be renewed indefinitely as long as the trademarks are in use. We also have licenses to use certain trademarks inside and outside
of the United States and to certain product formulas, all subject to the terms of the agreements under which such licenses are granted.
Lifeway’s policy is to pursue registration of intellectual property whenever appropriate. We protect our intellectual property rights
by relying on a combination of trademark, copyright, trade dress, trade secret and other intellectual property laws, and domain name dispute
resolution systems; as well as licensing agreements, third-party confidentiality, nondisclosure, and assignment agreements; and by policing
third-party misuses of our intellectual property. We regard the Lifeway family of trademarks and other intellectual property as having
substantial value and as being an important factor in the marketing of our products. The loss of such protection would have a material
adverse impact on our operations and share price.
REGULATION
Lifeway is subject to extensive regulation by federal,
state, and local governmental authorities. In the United States, agencies governing the manufacture, marketing, and distribution of our
products include, among others, the Federal Trade Commission (“FTC”), the United States Food & Drug Administration (“FDA”),
the United States Department of Agriculture (“USDA”), the United States Environmental Protection Agency (“EPA”),
the Occupational Safety and Health Administration (“OSHA”), and their state and local equivalents. Under various statutes,
these agencies prescribe, among other things, the requirements and standards for quality, safety, and representation of our products to
consumers. We are also subject to federal laws and regulations relating to our products and production. For example, as required by the
National Organic Program (“NOP”), we rely on third parties to certify certain of our products and production locations as
organic. Additionally, our facilities are subject to various laws and regulations regarding the release of material into the environment
and the protection of the environment in other ways.
Internationally, we are subject to the laws and regulatory
authorities of the foreign jurisdictions in which we manufacture and sell our products, including the Food Standards Agency in the United
Kingdom; the National Service of Health, Food Safety and Agro-Food Quality (known by its Spanish-language acronym “SENASICA”)
and the Federal Commission for the Protection from Sanitary Risks (“COFEPRIS”) in Mexico; the Food Safety Authority in Ireland;
and the European Food Safety Authority, which supports the European Commission, as well as individual country, province, state, and local
regulations.
Changes in these laws or regulations, or the introduction
of new laws or regulations, could increase the costs of doing business for the Company, our customers, or suppliers, or restrict our actions,
causing our results of operations to be adversely affected.
MILK INDUSTRY REGULATION
Our primary raw material is milk. The federal government
establishes minimum prices for raw milk purchased in federally regulated areas. Some states have established their own rules for determining
minimum prices. The federal government announces prices for raw milk each month. We are subject to federal government regulations that
establish minimum prices for milk, and we also pay producer (“over-order”) premiums, federal order administration costs, and
other related charges that vary by milk product, location, and supplier.
FOOD SAFETY
Lifeway takes appropriate precautions to ensure the
safety of our products. In addition to routine inspections by state and federal regulatory agencies, including the USDA and FDA, we have
instituted Company-wide systems that address topics such as supplier control; ingredient, packaging, and product specifications; preventive
maintenance; pest control; and sanitation. Each of our facilities also has in place a hazard analysis critical control points (“HACCP”)
plan that identifies critical pathways for contaminants and mandates control measures that must be used to prevent, eliminate or reduce
relevant food-borne hazards. To the extent that the federal Food Safety Modernization Act applies to Lifeway’s business, we develop
food safety plans and implement preventive measures to protect against food contamination. We also maintain a product recall plan, including
lot identifiability and traceability measures that allow us to act quickly to reduce the risk of consumption of any product that we suspect
may pose a health issue.
We maintain various types of insurance, including
product liability and product recall coverages, which we believe to be sufficient to cover potential product liabilities.
We have also implemented the SQF program at our Illinois
and Wisconsin facilities. SQF is a fully integrated food safety and quality management protocol designed specifically for the food sector.
The SQF Code, based on universally accepted CODEX Alimentarius, HACCP guidelines and the Global Food Safety Initiative (“GFSI”)
standards, offers a comprehensive methodology to manage food safety and quality simultaneously. SQF certification provides an independent
and external validation that a product, process or service complies with international, regulatory and other specified standards.
SEASONALITY
Lifeway’s business is not seasonal.
EMPLOYEES
As of December 31, 2024, we employed 291 full-time
and one part-time employee, of which 100 were members of a union bargaining unit in Illinois.
AVAILABLE INFORMATION
Lifeway maintains a corporate website at www.lifewayfoods.com
and makes available, free of charge, through this website its annual report on Form 10-K, quarterly reports on Form 10-Q, current reports
on Form 8-K, and amendments to those reports that we file with or furnish to the SEC as soon as reasonably practicable after we electronically
file such material with, or furnish it to, the SEC. The information contained on our website is not part of this Report.
ITEM 1A. RISK FACTORS
In evaluating and understanding us and our business,
you should carefully consider the risks described below, in conjunction with all of the other information included in this Annual Report
on Form 10-K, including “Management’s Discussion and Analysis of Financial Condition and Results of Operations” contained
in Part II, Item 7. The risks and uncertainties described below are not the only ones we face. Additional risks and uncertainties that
we are unaware of, or that we currently believe are not material, may become important factors that adversely affect our business. If
any of the events or circumstances described in the following risk factors actually occurs, our business, financial condition, results
of operations, and future prospects could be materially and adversely affected.
RISKS RELATED TO OUR BUSINESS
Our product categories face a high level of
competition, which could negatively impact our sales and results of operations.
We compete with a limited number of other domestic
kefir producers and consequently face a small amount of direct competition for kefir products. However, our kefir-based products compete
with other dairy products, notably spoonable and drinkable yogurt, and, increasingly, with non-dairy probiotic products that incorporate
kefir cultures but are not kefir. We face significant competition for limited retailer shelf space in each of our product categories.
Competition in our product categories is based on product innovation, product quality, price, brand recognition and loyalty, effectiveness
of marketing, promotional activity, and our ability to identify and satisfy consumer tastes and preferences. We believe that our brands
have benefited in many cases from being the first to introduce products in their categories, and their success has attracted competition
from other food and beverage companies that produce branded products, as well as from private label competitors. Some of our competitors,
such as Danone, General Mills, Chobani, Hain Celestial Group, and Nestle, have substantial financial and marketing resources. These competitors
and others may be able to introduce innovative products more quickly or market their products more successfully than we can, which could
cause our growth rate to be slower than we anticipate and could cause sales to decline.
We also compete with producers of non-dairy products
that have lower ingredient and production-related costs. As a result, these competing producers may be able to offer their products to
customers at a lower price point. This could cause us to lower our prices, resulting in lower profitability or, in the alternative, cause
us to lose market share if we fail to lower prices. Furthermore, private label competitors are generally able to sell their products at
lower prices because private label products typically have lower marketing costs than their branded counterparts. If our products fail
to compete successfully with other branded or private label offerings, demand for our products and our sales volumes could be negatively
impacted.
Additionally, due to high levels of competition, certain
of our key retailers may demand price concessions on our products or may become more resistant to price increases for our products. Increased
price competition and resistance to price increases have had, and may continue to have, a negative effect on our results of operations.
We may not be able to successfully implement our business strategy
for our brands on a timely basis or at all.
We believe that our future success depends, in part,
on our ability to implement our strategy of leveraging our existing brands with our new products to maintain our market position in our
product categories; drive increased sales; acquire or establish new brands; and create strategic alliances including potential joint ventures.
Our ability to implement this strategy depends, among other things, on our ability to:
· compete successfully in the product categories in which we choose to operate;
· increase our brand recognition and loyalty;
· negotiate acquisitions and joint ventures on terms acceptable to us; and
If we fail to execute these and other important elements
of our business strategy, our business and results of operations could be adversely affected.
One key element of our business strategy is to introduce
timely, new, cost-effective, and appealing products and to innovate successfully within our existing product categories. However, consumer
tastes and preferences change rapidly, and evolve over time. Factors that may affect consumer tastes and preferences include:
Our future investments may not produce the results
we expect when we expect them for a variety of reasons including those described herein. Our future product development and innovation
will be reliant on our ability to identify and develop potential new growth opportunities. This process is inherently risky and will result
in investments of substantial time and resources for which we may not achieve any return or value. Successful product development and
innovation is also affected by our ability to launch new or improved products successfully and on a timely and cost-effective basis.
We may have to pay cash, incur debt, or issue equity,
equity-linked, or debt securities to fund our business strategy, or may be unable to fund that strategy. Any of these events could adversely
affect our financial results and our business. We could experience similar effects if we invest resources in a strategy that ultimately
proves unsuccessful. If, due to a failure of our strategy or any other reason, consumer demand for our products declines, our sales volumes,
results of operations, and our business could be negatively affected, and we may not be able to create or sustain growth or successfully
implement our business strategy.
Interruption of our supply chain could affect
our ability to manufacture or distribute products, could adversely affect our business and sales, and/or could increase our operating
costs and capital expenditures.
We have several supply agreements with suppliers and
co-packers that require them to provide us with certain ingredients, packaging, other inputs, and finished goods. For certain items, we
rely on a single supplier or co-packer as our sole source for the item. Our suppliers and co-packers are subject to risk, including labor
disputes, union organizing activities, financial liquidity, inclement weather, natural disasters, supply constraints, and general economic
and political conditions that could limit their ability to timely provide us with acceptable product. Although other sources are available
for these items, if our current sources are unable to fulfill our needs for any reason, we may not be able to timely engage a replacement
source that can timely provide us with acceptable products or on terms favorable to us or at all, which could disrupt our ability to manufacture
and distribute products. Such disruptions could have a material adverse effect on our business, consolidated financial condition or results
of operations.
Disruption of our manufacturing or distribution
chains or information technology systems, including disruption due to cybersecurity threats, could adversely affect our business.
The success of our business depends, in part, on maintaining
a strong manufacturing platform and we rely primarily on internal production resources to fulfill our manufacturing needs. Our ongoing
initiatives to expand our manufacturing platform and our productive capacity could fail to achieve such objectives and, in any case, could
increase our operating costs beyond our expectations and could require significant additional capital expenditures. If we cannot maintain
sufficient production, warehousing, and distribution capacity, either internally or through third party agreements, we may be unable to
meet customer demand and/or our manufacturing, distribution, and warehousing costs may increase, which could negatively affect our business.
Furthermore, damage or disruption to our manufacturing
or distribution capabilities due to weather, natural disaster, fire, environmental incident, terrorism, cybersecurity threats and other
security breaches, pandemic, strikes, the financial or operational instability of key distributors, warehousing, and transportation providers,
or other reasons could impair our ability to manufacture or distribute our products.
We rely on a limited number of production and distribution
facilities. A disruption in operations at any of these facilities or any other disruption in our supply chain relating to common carriers,
supply of raw materials and finished goods, or otherwise, whether as a result of casualty, natural disaster, power loss, telecommunications
failure, cybersecurity threat, terrorism, labor shortages, contractual disputes or other causes, could significantly impair our ability
to operate our business and adversely affect our relationship with our customers. Furthermore, our insurance coverage may not be adequate
to cover all related costs.
Our information technology systems are also critical
to the operation of our business and essential to our ability to successfully perform day-to-day operations. These systems include, without
limitation, networks, applications, and outsourced services in connection with the operation of our business. A failure of our information
technology systems to perform as we anticipate could disrupt our business and result in transaction errors, processing inefficiencies,
and sales losses, causing our business to suffer. In addition, our information technology systems may be vulnerable to damage or interruption
from circumstances beyond our control, including fire, natural disasters, systems failures, and cybersecurity threats. Cybersecurity threats
in particular are persistent, evolve quickly and include, without limitation, computer viruses, unauthorized attempts to access information,
denial of service attacks, and other electronic security breaches. Like our customers, suppliers, subcontractors and other third parties
with whom we do business generally, we expect that we will continue to be the subject of cybersecurity threats. In some cases, we must
rely on the safeguards put in place by the third parties with whom we do business to protect against security threats. We believe we have
implemented appropriate measures and controls and have invested in sufficient resources to appropriately identify and monitor these threats
and mitigate potential risks, including risks involving our customers and suppliers. However, there can be no assurance that any such
actions will be sufficient to prevent cybersecurity breaches, disruptions to mission critical systems, the unauthorized release of sensitive
information or corruption of data, or harm to facilities or personnel.
These threats and other events could disrupt our operations,
or the operations of our customers, suppliers, subcontractors and other third parties; could require significant management attention
and resources; could result in the loss of business, regulatory actions and potential liability; and could negatively impact our reputation
among our customers and the public. Any of these outcomes could have a negative impact on our financial condition, results of operations,
or liquidity.
Our debt and financial obligations could adversely
affect our financial condition, our ability to obtain future financing, and our ability to operate our business.
Although the Company does not have any indebtedness
outstanding as of December 31, 2024, the Company may incur indebtedness in the future. Outstanding debt obligations could adversely affect
our financial condition and limit our ability to successfully implement our business strategy. Furthermore, from time to time, we may
need additional financing to support our business and pursue our business strategy, including strategic acquisitions. Our ability to obtain
additional financing, if and when required, will depend on our operating performance, the condition of the capital markets, and other
factors. We cannot assure that additional financing will be available to us on favorable terms when required, or at all. If we raise additional
funds through the issuance of equity, equity-linked, or debt securities, those securities may have rights, preferences, or privileges
senior to those of our common stock, and, in the case of equity and equity-linked securities, our existing stockholders may experience
dilution. Although the Company believes that the Stockholders’ Agreement, dated as of October 1, 1999 (and as amended on December
24, 1999 and as extended in certain respects in eight extensions executed by certain of the parties to the Stockholders’ Agreement,
the last of which was dated as of December 31, 2009 (the “Stockholders’ Agreement”)), by and among Danone North America
Public Benefit Corporation or an affiliate thereof (collectively, “Danone”), Lifeway and certain Lifeway shareholders, is
invalid, the Stockholders’ Agreement purports to limit the Company’s ability to issue shares of Company common stock or convertible
securities outside of specified, limited situations without providing Danone a right of first refusal, in the case of issuances of Company
common stock, or first obtaining Danone’s prior consent, in the case of issuances of securities convertible into Company common
stock in excess of a specified amount. If the Stockholders’ Agreement is valid or if third parties are unwilling to participate
in transactions due to the uncertainty relating to the validity of the Stockholders’ Agreement, the Company may not be able to raise
additional funds through the issuance of equity or equity-linked securities.
As of December 31, 2024, we had $0 outstanding under
the Revolving Credit Facility and note payable. Our loan agreements contain certain restrictions and requirements that among other things:
· impose on us financial and operational restrictions.
Our ability to meet our debt service obligations will
depend on our future performance, which will be affected by the other risk factors described in this Annual Report on Form 10-K. If we
do not generate enough cash flow to pay our debt service obligations, we may be required to refinance all or part of our existing debt,
sell our assets, borrow more money or raise equity. There is no guarantee that we will be able to take any of these actions on a timely
basis, on terms satisfactory to us, or at all.
Our Revolving Credit Facility bears interest at variable
rates. If market interest rates increase, it will increase our debt service requirements, which could adversely affect our cash flow.
Our loan agreements also contain provisions that restrict our ability to:
· borrow money or guarantee debt;
· create liens;
· make specified types of investments and acquisitions;
· pay dividends on or redeem or repurchase stock;
· enter into new lines of business;
· enter into transactions with affiliates; and
· sell assets or merge with other companies.
These restrictions on the operation of our business
could harm our ability to execute on our business strategy by, among other things, limiting our ability to take advantage of financing,
merger and acquisition opportunities, and other corporate opportunities. Various risks, uncertainties, and events beyond our control could
affect our ability to comply with these covenants. Unless cured or waived, a default would permit lenders to accelerate the maturity of
the debt under the credit agreement and to foreclose upon the collateral securing the debt.
Loss of our key management or other personnel,
or an inability to attract such management and other personnel, could negatively impact our business.
We depend on the skills, working relationships,
and continued services of key personnel, including our experienced senior management team. We also depend on our ability to attract and
retain qualified personnel to operate and expand our business. If we lose one or more members of our senior management team whose responsibilities
cannot otherwise be distributed among our other officers, or if we fail to attract talented new employees, our business and results of
operations could be negatively affected.
Employee strikes and other labor-related
disruptions may adversely affect our operations.
We have a union contract governing the terms and
conditions of employment for a significant portion of our manufacturing workforce in Illinois. Although we believe union relations since
the union’s certification as the exclusive bargaining representative of this portion of our workforce have been amicable, there
is no assurance that this will continue in the future or that we will not be subject to future union organizing activity. There are potential
adverse effects of labor disputes with our own employees or by others who provide warehousing, transportation, and distribution, both
domestic and foreign, of our raw materials or other products. Strikes or work stoppages or other business interruptions could occur if
we are unable to renew collective bargaining agreements on satisfactory terms or enter into new agreements on satisfactory terms, which
could impair manufacturing and distribution of our products or result in a loss of sales, which could adversely impact our business, financial
condition, or results of operations. The terms and conditions of existing, renegotiated, or new collective bargaining agreements could
also increase our costs or otherwise affect our ability to fully implement future operational changes to enhance our efficiency or to
adapt to changing business needs or strategy.
Our intellectual property rights are valuable, and any inability
to protect them could reduce the value of our products and brands.
We consider our intellectual property rights,
particularly our trademarks, but also our copyrights, registered domain names, and proprietary trade secrets, technology, know-how, processes
and other proprietary rights to be a significant and valuable aspect of our business. We attempt to protect our intellectual property
rights by relying on a combination of trademark, copyright, trade dress, trade secret, and other intellectual property laws, and domain
name dispute resolution systems; as well as licensing agreements, third-party confidentiality, nondisclosure, and assignment agreements;
and by policing third-party misuses of our intellectual property. Our failure to obtain or maintain adequate protection of our intellectual
property rights, or any change in law or other changes that serve to lessen or remove the current legal protections of our intellectual
property, may diminish our competitiveness and could materially harm our business.
We also face the risk of claims that we have infringed
third parties’ intellectual property rights. Any claims of intellectual property infringement, even those without merit, could be
expensive and time consuming to defend, cause us to cease making, licensing, or using products that incorporate the challenged intellectual
property, require us to redesign or rebrand our products or packaging, divert management’s attention and resources, or require us
to enter into royalty or licensing agreements to obtain the right to use a third party’s intellectual property. Any royalty or licensing
agreements, if required, may not be available to us on acceptable terms or at all. Additionally, a successful claim of infringement against
us could result in our being required to pay significant damages, enter into costly license or royalty agreements, or stop the sale of
certain products, any of which could have a negative effect on our results of operations.
A substantial portion of our common stock
is held by members of the Smolyansky family and Danone, and they have the ability to control the outcome of matters submitted for stockholder
approval.
Our four largest shareholders, Julie Smolyansky
(the Company’s chief executive officer and the daughter of our founder), Edward Smolyansky (our former chief operations officer
and son of our founder), Ludmila Smolyansky (a former member of our Board and the widow of our founder) and Danone, beneficially owned
approximately 18%, 21%, 8% and 23% of the Company’s outstanding common stock, respectively, as of December 31, 2024. Certain of
these shareholders, together, could significantly influence any matter requiring approval by our stockholders, including the election
or removal of all of our directors, amendments to our articles of incorporation and the approval or rejection of any merger, change of
control, or other significant corporate transaction. It is unlikely that any person interested in acquiring Lifeway will be able to do
so without obtaining the consent of some combination of Julie Smolyansky, Edward Smolyansky, Ludmila Smolyansky and Danone. The interests
of the Smolyansky family members and Danone could differ from those of other stockholders in ways that could be adverse to the interests
of other stockholders. By exercising their influence, such stockholders could cause Lifeway to take actions that are at odds with the
investment goals of institutional, short-term, non-voting, or other non-controlling investors, or that have a negative effect on our stock
price. Additionally, concentration of ownership could also harm the market price of our common stock if investors perceive disadvantages
in owning stock in a company of which a substantial portion of common stock is beneficially owned by a small number of stockholders.
Our business could be adversely affected
as a result of proposals to acquire the Company or other actions taken by stockholders related to a possible acquisition of the Company.
In September 2024, Danone publicly made an unsolicited
proposal to acquire all of the shares of Company common stock that it did not already own for $25.00 per share of Company common stock,
subject to due diligence, among other things. Then in November 2024, Danone revised its proposal to $27.00 per share of Company common
stock. Our Board carefully considered the initial proposal and the revised proposal in consultation with the Company’s independent
financial and legal advisors, and ultimately determined that both proposals substantially undervalued the Company and were not in the
best interests of the Company or its stockholders or other stakeholders. These proposals, similar proposals that we may receive in the
future and any other actions by stockholders or others relating to a potential change of control transaction involving the Company could
interfere with our ability to execute our strategic plans, make it more difficult to attract and retain qualified executives and employees,
cause management distraction, require us to utilize more resources than anticipated towards review of strategic alternatives and result
in the loss of potential business opportunities, any of which could have a material negative impact on the Company. In addition, our business
and operations may be harmed to the extent that our customers or suppliers or others believe that we cannot effectively compete in the
marketplace without completing a transaction, or if there is customer, supplier or employee uncertainty surrounding the future direction
of our product offerings and our strategy. There can be no assurance that any such transaction will be completed now or in the future.
We have had to, and may continue to be required
to, incur fees and other expenses related to Danone’s proposals, including for third-party advisors. Further, Danone’s proposals,
similar future proposals that we may receive in the future or any actual or perceived actions by our stockholders or others relating to
a potential transaction involving the Company may cause significant fluctuations in our stock price based upon temporary or speculative
market perceptions or other factors that do not necessarily reflect the Company’s underlying fundamentals and prospects.
The actions of certain of our stockholders
could cause us to incur significant expense, disrupt our business, result in a proxy contest or litigation and adversely impact our stock
price.
We value constructive input from investors and
regularly engage in dialogue with our stockholders regarding strategy and performance. Our Board and management team are committed to
acting in the best interests of all of our stockholders.
Two of the Company’s largest stockholders,
Edward Smolyansky and Ludmila Smolyansky, filed a Schedule 13D/A with the U.S. Securities and Exchange Commission (the “SEC”)
on August 14, 2024 announcing their intention, among other things, to nominate seven director candidates for election to our Board and
replace seven of the eight members of our Board. Edward and Ludmila Smolyansky subsequently filed a preliminary consent solicitation statement
with the SEC in furtherance of this objective, and they have made public statements critical of our Board, management and strategy, repeatedly
called for the sale of the Company and publicly supported a sale of the Company for $25 per share. A contested election with respect to
the Company’s directors could require us to incur substantial legal, public relations and other advisory fees and proxy solicitation
expenses. Further, we may choose to initiate, or may become subject to, litigation as a result of proposals by Edward and Ludmila Smolyansky
or other stockholders or proxy contests or matters relating thereto, which would serve as a further distraction to our Board and management
and could require us to incur significant additional costs.
We may be subject to continued or similar activism
in the future, which could cause us to incur significant expense, hinder execution of our business strategy and adversely impact the market
price of Company common stock. Stockholder actions, including potential proxy contests, require significant time and attention by management
and our Board, potentially interfering with our ability to execute our strategic plan. Such stockholder action could give rise to perceived
uncertainties as to our future, adversely affect our relationships with our employees, customers or suppliers and make it more difficult
to attract and retain qualified personnel and business partners. These perceived uncertainties may also be exploited by our competitors
or other stockholders, which could result in lost business opportunities and make it more difficult to execute on our long-term strategic
plan. If customers choose to delay, defer or reduce transactions with us or do business with our competitors instead of us, then our business,
financial condition and operating results would be adversely affected. We may be required to incur significant legal fees and other expenses
related to stockholder actions, and the attention of our management may be diverted by such actions. Any of these impacts could materially
and adversely affect our business, operating results and financial condition, and the market price of Company common stock could be subject
to significant fluctuation or otherwise be adversely affected. If individuals are elected or appointed to our Board with a specific agenda,
the ability of our Board to function effectively could be adversely affected, which could in turn adversely affect our ability to effectively
and timely implement our strategic plan and create additional value for our stockholders, and adversely affect our business, operating
results and financial condition.
Litigation regarding the Stockholders’
Agreement may be protracted and costly.
As previously disclosed by the Company, the Company
believes that the Stockholders’ Agreement is void ab initio and unenforceable. Danone has filed suit in the Circuit Court
of Cook County, Law Division, in part, to enforce the Stockholders’ Agreement. The litigation regarding the Stockholders’
Agreement may be protracted and expensive, and under certain circumstances, the Company may be required to reimburse Danone for its legal
fees incurred in connection with such litigation. Further, the uncertainty relating to the status of the Stockholders’ Agreement
may cause third parties to refuse to engage in activities that are purportedly prohibited by the Stockholders’ Agreement.
Our shareholder rights plan includes terms
and conditions that could discourage a takeover or other transaction that stockholders may consider favorable.