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Edward Smolyansky Announces Campaign Updates, Files Revised Preliminary Consent Statement to Remove and Replace Lifeway Foods' Directors
LWAYLifeway Foods(LWAY) Prnewswire·2025-06-02 18:49

Core Viewpoint - The Smolyanskys, who own approximately 27% of Lifeway Foods, express serious concerns regarding the company's Q1 2025 performance and the Board's governance issues, emphasizing a need for immediate changes to restore operational discipline and shareholder alignment [1][3]. Financial Performance - Lifeway reported a 44% year-over-year increase in GAAP earnings per share, attributed entirely to a one-time 3.4milliongainfromaninvestmentsale,ratherthanimprovementsinthecorekefirbusiness[2].Incomefromoperationsdeclinednearly553.4 million gain from an investment sale, rather than improvements in the core kefir business [2]. - Income from operations declined nearly 55% year-over-year, with the operating margin falling to approximately 3.4%, down from 7.9% in Q1 2024 [5]. - Net sales increased only 3.3% year-over-year but declined 1.8% sequentially from Q4 2024 [5]. - Revenue from the 2021 acquisition of Glen Oaks has declined approximately 50% to date [5]. - Selling expenses rose sharply by 27% year-over-year and 35% from Q4 2024, without a corresponding increase in sales [5]. - Gross margin contracted by 180 basis points to 24.0%, while SG&A expenses climbed to 20.2% of sales [5]. Governance Concerns - The Smolyanskys criticized the Board's governance, particularly regarding the handling of the Danone offer and the subsequent attempt to nullify the Company's 1999 Stockholder Agreement with Danone [2][5]. - Concerns were raised about the 8.5 million in cash and shares awarded to CEO/Chair Julie Smolyansky shortly after these events, which were seen as misaligned with shareholder interests [2][5]. - The combined CEO/Chair role held by Julie Smolyansky has been identified as a significant governance failure, leading to a lack of independent oversight [5]. Shareholder Actions - The Smolyanskys are pursuing a consent path to achieve their goals, believing there is broad support from the investment community for swift changes [3]. - They have filed a preliminary consent statement and a preliminary proxy statement, nominating a slate of independent directors to restore operational discipline and long-term value creation [3][7].