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<SEC-DOCUMENT>0001072613-04-002206.txt : 20041119
<SEC-HEADER>0001072613-04-002206.hdr.sgml : 20041119
<ACCEPTANCE-DATETIME>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
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>form8-k_13116.txt
<DESCRIPTION>FORM 8-K DATED NOVEMBER 15, 2004
<TEXT>
================================================================================

                                  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))

================================================================================
<PAGE>

                               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.


<PAGE>

                                   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

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>2
<FILENAME>exh99-1_13116.txt
<DESCRIPTION>PRESS RELEASE DATED NOVEMBER 15, 2004
<TEXT>
                                                                    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
<PAGE>

                      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

</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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