Edward Smolyansky Shares Lifeway Foods' Governance Issues

Edward Smolyansky Concerns Over Lifeway Foods' Performance

Edward and Ludmila Smolyansky, who hold about 27% of Lifeway Foods (NASDAQ: LWAY), have voiced deep concerns regarding the company’s recent quarterly performance. They describe an ongoing pattern of governance issues and misaligned priorities within the board of directors, which have led to serious doubts about the company’s future direction.

Despite Lifeway announcing a 44% rise in GAAP earnings per share, Mr. Smolyansky pointed out that this surge was largely attributable to a one-time gain of $3.4 million from an investment sale, rather than any genuine enhancement in business operations. Significant operational trends emerged as red flags for the Smolyanskys, highlighting the need for urgent corrective action.

Key Operational Trends Expressed by Smolyanskys

Some of the concerns raised by the Smolyanskys include:

• Income from operations has dramatically declined by nearly 55% compared to the previous year. This decline raises alarms about the efficiency and effectiveness of current operational practices.
• The operating margin nosedived to approximately 3.4%, down from 7.9% in the same quarter last year, indicating that the company is struggling to maintain profitability.
• Net sales saw a marginal increase of only 3.3% year-over-year but experienced a sequential decline of 1.8% from the previous quarter, suggesting stagnant growth.
• Revenue from the 2021 acquisition of Glen Oaks, a drinkable yogurt company, has plummeted by about 50%. This acquisition has raised serious concerns since only two directors opposed it, indicating a lack of scrutiny in the decision-making process.
• Selling expenses have surged 27% year-over-year and 35% since the last quarter, without any corresponding uplift in sales, prompting questions about the company’s marketing effectiveness.
• Additionally, gross margin has contracted by 180 basis points, with SG&A expenses climbing to 20.2% of sales, further intensifying concerns about management's cost controls.
• The Smolyanskys noted that insider stock sales by Director Pol Sikar and CEO Julie Smolyansky post-earnings release raised further questions regarding their confidence in the company’s forward trajectory.

Critique of Governance Practices at Lifeway Foods

The Smolyanskys criticized the board’s governance, particularly its approach to the Danone offer. They highlighted how the attempt to nullify Lifeway's 1999 Stockholder Agreement with Danone and the substantial $8.5 million award given to CEO Julie Smolyansky demonstrated serious lapses in oversight.

Among the specific governance issues they outlined included:

• The dual role of CEO and Chair held by Ms. Smolyansky has been detrimental, leading to a lack of independent governance oversight.
• The handling of the Danone offer could present market implications that the board failed to address adequately.
• The questionable compensation packages awarded to Ms. Smolyansky at the conclusion of 2024 were in direct opposition to sentiments expressed by shareholders during the annual meeting.
• A fresh, independent board with a dedicated committee to evaluate strategic alternatives and engage anew with Danone is essential for promoting better outcomes for shareholders.

Path Forward for Lifeway Foods

Edward Smolyansky emphasized their resolve to pursue a consent path as the most expedient way to influence the company’s direction towards operational stability and shareholder alignment. He expressed confidence that feedback from the investment community showcases significant support for immediate changes.

The latest revised filing marks a progression from an initial consent statement submitted earlier. The Smolyanskys advocate for swift measures to enhance operational discipline, ensure shareholder alignment, and drive long-term value creation. Their proactive approach aims to invigorate Lifeway Foods amid ongoing struggles.

The 2025 Lifeway Foods Proxy Campaign is poised to be a pivotal chapter in the company’s narrative, as the Smolyanskys seek to amplify shareholder voices and promote positive transformations.

Frequently Asked Questions

What are the main concerns raised by Edward Smolyansky?

Edward Smolyansky has highlighted significant declines in operational performance and governance issues within Lifeway Foods' board of directors.

Why did the Smolyanskys express concerns about the recent financial results?

They pointed out that the increase in earnings was due to a one-time gain and not reflective of ongoing business improvements, indicating troubling trends.

What governance issues did the Smolyanskys criticize?

They criticized the board's dual role of CEO and Chair, excessive compensation awards, and poor handling of strategic offers, like that of Danone.

What changes are the Smolyanskys advocating for at Lifeway Foods?

They advocate for an independent board and a focus on restoring operational discipline, shareholder alignment, and overall company performance.

How do the Smolyanskys plan to achieve their goals?

They have chosen a consent path as a strategic approach, indicating strong support for immediate changes from the investment community.

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