med-8k_20200805.htm
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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):  August 5, 2020

 

MEDIFAST, INC.

(Exact name of registrant as specified in its charter)

 

Delaware

(State or other

jurisdiction of incorporation)

001-31573

(Commission

File Number)

13-3714405

(I.R.S. Employer

Identification No.)

 

 

 

100 International Drive, Baltimore, Maryland 21202

(Address of Principal Executive Offices) (Zip Code)

 

Registrant's telephone number, including area code: (410) 581-8042

 

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 (see General Instruction A.2. below):

 

 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))

 

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol

Name of each exchange on which registered

Common Stock, par value $0.001 per share

MED

New York Stock Exchange

Preferred Stock Purchase Rights

 

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

 

                                                                                                                                                          Emerging growth company

 

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.

 


 

 

 

 

 

 

Item 2.02.

Results of Operations and Financial Condition.

 

On August 5, 2020, Medifast, Inc. (the “Company”) issued a press release announcing its earnings for the second quarter ended June 30, 2020.

 

A copy of the Press Release is being furnished as Exhibit 99.1 attached hereto and is incorporated by reference herein. This information is being furnished in this report and shall not be deemed to be “filed” for any purpose, including for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

 

Item 9.01.Financial Statements and Exhibits.

 

(d)Exhibits.

 

99.1

Press release dated August 5, 2020 titled “Medifast, Inc. Announces Second Quarter 2020 Financial Results”

104.1

Cover Page Interactive Data File (embedded within the Inline XBRL Document)


2


 

Signature

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

MEDIFAST, INC.

 

 

 

 

Dated: August 5, 2020

By:

/s/ James P. Maloney

 

 

James P. Maloney

Chief Financial Officer

 

3

Exhibit 99.1

Medifast, Inc. Announces Second Quarter 2020 Financial Results

BALTIMORE, Aug. 5, 2020 /PRNewswire/ -- Medifast (NYSE: MED), the company behind one of the fastest-growing health and wellness communities, OPTAVIA®, today reported results for the second quarter ended June 30, 2020.

Second Quarter 2020 Highlights Compared to Prior-Year Period

"This has been a strong quarter for Medifast, with strong demand and engagement among OPTAVIA Coaches and Clients helping to deliver meaningful revenue growth," said Dan Chard Chief Executive Officer of Medifast. "We have more active earning Coaches than at any point in our history, and Coach productivity is up substantially quarter-over-quarter near all-time highs. At a time when health and wellness is more important than ever to people in the United States and around the world, our service and products are clearly resonating with consumers who want to achieve lifelong transformation one healthy habit at a time."

"We have adapted well in the face of the COVID-19 pandemic, and the fundamentals of our business remain extremely positive. We are focused on our business goals, and we remain confident in our ability to deliver consistent long-term growth for our stockholders."

Second Quarter 2020 Results

Second quarter revenue increased 17.6% to $220.0 million from revenue of $187.1 million for the second quarter of 2019. OPTAVIA-branded products represented 83% of consumable units sold for the second quarter compared to 75% for the same period a year ago.

The total number of active earning OPTAVIA Coaches increased 19.3% to 36,500, compared to 30,600 for the second quarter of 2019. The average revenue per active earning OPTAVIA Coach was $5,851 compared to $5,863 for the second quarter last year. While productivity was flat to the same period last year, productivity increased 9.7% sequentially compared to first quarter 2020.

Gross profit increased 13.2% to $159.3 million from $140.7 million for the second quarter of 2019. The Company's gross profit as a percentage of revenue decreased 280 basis points year-over-year to 72.4% from 75.2%, which was primarily the result of promotional activity during the quarter as well as higher production costs.

Selling, general and administrative expenses ("SG&A") increased $17.8 million to $131.2 million compared to $113.4 million for the second quarter of 2019, primarily due to higher OPTAVIA commission expense as a result of our growth in OPTAVIA sales for the quarter along with incremental professional service costs in connection with the Schedule 13D filing, and additional coach incentives during the quarter. SG&A as a percentage of revenue decreased 100 basis points year-over-year to 59.6% of revenue. Non-GAAP adjusted SG&A increased $16.4 million to $129.8 million and Non-GAAP adjusted SG&A as a percentage of revenue decreased 160 basis points year-over-year to 59.0%. Non-GAAP adjusted SG&A excludes expenses in connection with the Schedule 13D filing of $1.2 million and severance related costs of $0.2 million resulting from organizational change with the Company's Chief Financial Officer.

Income from operations increased $0.7 million to $28.1 million from $27.4 million in the prior-year period primarily as a result of increased gross profit partially offset by increased SG&A. Income from operations as a percentage of revenue was 12.8% for the quarter, a decrease of 180 basis points from the year-ago period. Non-GAAP adjusted income from operations increased $2.2 million to $29.5 million. Non-GAAP adjusted income from operations as a percentage of revenue was 13.4%, a decrease of 120 basis points from the year-ago period.

The effective tax rate was 22.1% for the second quarter of 2020 compared to a 23.0% expense in the year-ago period.

Second quarter net income was $21.9 million, or $1.86 per diluted share, based on approximately 11.8 million shares outstanding. Non-GAAP adjusted net income was $23.1 million, or $1.96 per diluted share. Second quarter 2019 net income was $21.4 million, or $1.75 per diluted share, based on approximately 12.2 million shares outstanding.

Balance Sheet

The Company's balance sheet remains strong with cash, cash equivalents, and investment securities of $145.4 million as of June 30, 2020 compared to $92.7 million at December 31, 2019. The Company remains free of interest-bearing debt.

The Company declared a quarterly cash dividend of $13.4 million, or $1.13 per share that is payable on August 6, 2020. The Company repurchased 46,075 common shares during the second quarter of 2020. There are approximately 2,323,000 shares of common stock remaining under the Company's share repurchase program. Medifast expects to maintain a program of paying dividends on a quarterly basis and intends to utilize its share repurchase program as opportunities arise.

Conference Call Information

The conference call is scheduled for today, Wednesday, August 5, 2020 at 4:30 p.m. ET. The call will be broadcast live over the Internet hosted at the Investor Relations section of Medifast's website at www.MedifastInc.com or directly at https://www.webcaster4.com/Webcast/Page/1029/35743, and will be archived online through August 19, 2020. In addition, listeners may dial (855) 560-2579.

A telephonic playback will be available from 6:30 p.m. ET, August 5, 2020, through August 12, 2020. Participants can dial (877) 344-7529 to hear the playback and enter passcode 10146306.

About Medifast®:

Medifast (NYSE: MED) is the company behind one of the fastest-growing health and wellness communities, OPTAVIA®, which offers Lifelong Transformation, One Healthy Habit at a Time®. Based on nearly 40 years of experience, Medifast has redefined direct selling by combining the best aspects of the model. Its community of thousands of independent OPTAVIA Coaches teach Clients to develop holistic healthy habits through products and clinically proven plans, the Habits of Health® Transformational System and comprehensive support from a community of like-minded people. In 2019, Medifast expanded the OPTAVIA movement globally, beginning with the Asia-Pacific region. Medifast is traded on the New York Stock Exchange and was named to Fortune's 100 Fastest-Growing Companies list in 2019 and Forbes' 100 Most Trustworthy Companies in America List in 2016 and 2017. For more information, visit www.MedifastInc.com or www.OPTAVIA.com.

MED-F

Forward Looking Statements

Please Note: This release contains "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995. These forward-looking statements generally can be identified by use of phrases or terminology such as "intend," "anticipate," "expects" or other similar words or the negative of such terminology. Similarly, descriptions of Medifast's objectives, strategies, plans, goals or targets contained herein are also considered forward-looking statements. Medifast believes this release should be read in conjunction with all of its filings with the United States Securities and Exchange Commission and cautions its readers that these forward-looking statements are subject to certain events, risks, uncertainties, and other factors. Some of these factors include, among others, the impact of the COVID-19 pandemic on Medifast's results, Medifast's inability to attract and retain independent OPTAVIA Coaches and clients, Medifast's inability to prevent the use of stolen identities and credit cards outside of the Company's systems to transact business on the Company's e-commerce sites, increases in competition, litigation, regulatory changes, the severity, length and ultimate impact of COVID-19 on people and economies, and Medifast's planned growth into new domestic and international markets and new channels of distribution. Although Medifast believes that the expectations, statements, and assumptions reflected in these forward-looking statements are reasonable, it cautions readers to always consider all of the risk factors and any other cautionary statements carefully in evaluating each forward-looking statement in this release, as well as those set forth in its latest Annual Report on Form 10-K and Quarterly Report on Form 10-Q, for the quarter ended March 31, 2020, and other filings filed with the United States Securities and Exchange Commission, including its current reports on Form 8-K. All of the forward-looking statements contained herein speak only as of the date of this release.

MEDIFAST, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)

(in thousands, except per share amounts & dividend data)

















Three months ended June 30,


Six months ended June 30,




2020


2019


2020


2019
















Revenue


$

219,999


$

187,103


$

398,460


$

352,979


Cost of sales



60,699



46,393



103,920



87,122


Gross profit



159,300



140,710



294,540



265,857
















Selling, general, and administrative



131,201



113,355



242,908



213,787
















Income from operations



28,099



27,355



51,632



52,070
















Other income














Interest income, net



58



425



168



737


Other income (expense)



1



(2)



(18)



(8)





59



423



150



729
















Income from operations before income taxes



28,158



27,778



51,782



52,799
















Provision for income taxes



6,223



6,395



11,370



10,666
















Net income


$

21,935


$

21,383


$

40,412


$

42,133
















Earnings per share - basic


$

1.86


$

1.80


$

3.43


$

3.55
















Earnings per share - diluted


$

1.86


$

1.75


$

3.42


$

3.45
















Weighted average shares outstanding














Basic



11,777



11,861



11,774



11,870


Diluted



11,821



12,218



11,822



12,229
















Cash dividends declared per share


$

1.13


$

0.75


$

2.26


$

1.50
















MEDIFAST, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)

(in thousands, except par value)













June 30,



December 31,





2020



2019









ASSETS

Current Assets








Cash and cash equivalents



$

130,828


$

76,974

Accounts receivable-net of doubtful accounts of $61 and $235 at








June 30, 2020 and December 31, 2019, respectively




836



1,437

Inventories




38,580



48,771

Investment securities




14,564



15,704

Income taxes, prepaid




-



5,169

Prepaid expenses and other current assets




6,437



6,096

Total current assets




191,245



154,151









Property, plant and equipment - net of accumulated depreciation




24,574



26,039

Right-of-use assets




11,362



12,803

Other assets




2,833



353

Deferred tax assets




2,071



1,307

















TOTAL ASSETS



$

232,085


$

194,653









LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities








Accounts payable and accrued expenses



$

103,335


$

76,220

Current lease obligations




3,270



3,168

Total current liabilities




106,605



79,388









Lease obligations, less current lease obligations




8,744



10,433

Total liabilities




115,349



89,821









Stockholders' Equity








Common stock, par value $.001 per share: 20,000 shares authorized;








11,806 and 12,272 issued and 11,756 and 11,764 outstanding








at June 30, 2020 and December 31, 2019, respectively




12



12

Additional paid-in capital




2,871



-

Accumulated other comprehensive income




99



25

Retained earnings




118,754



168,788

Less: Treasury stock at cost, 46 and 489 shares at June 30, 2020 and December 31, 2019, respectively




(5,000)



(63,993)

Total stockholders' equity




116,736



104,832









TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY



$

232,085


$

194,653

Non-GAAP Financial Measures

In an effort to provide investors with additional information regarding our results, we disclose various non-GAAP financial measures in our quarterly earnings press release and other public disclosures. The following GAAP financial measures have been presented on an as adjusted basis: SG&A expenses, income from operations, net income and diluted earnings per share. Each of these non-GAAP financial measures excludes the impact of certain amounts as further identified below that the Company believes are not indicative of its core ongoing operational performance. A reconciliation of each of these non-GAAP financial measures to its most comparable GAAP financial measure is included below. These non-GAAP financial measures are not intended to replace GAAP financial measures.

We use these non-GAAP financial measures internally to evaluate and manage the Company's operations because we believe they provide useful supplemental information regarding the Company's on-going economic performance. We have chosen to provide this information to investors to enable them to perform more meaningful comparisons of operating results and as a means to emphasize the results of on-going operations.

The following tables reconcile the non-GAAP financial measures included in this report (in thousands):
















Three months ended June 30,


Six months ended June 30,



2020


2019


2020


2019














Selling, general, and administrative


$

131,201


$

113,355


$

242,908


$

213,787

Adjustments













Professional services for 13D Filing



1,203



-



5,811



-

Incremental severance costs



239



-



1,237



-

Non-GAAP Adjusted selling, general, and administrative


$

129,759


$

113,355


$

235,860


$

213,787
















Three months ended June 30,


Six months ended June 30,



2020


2019


2020


2019














Income from operations


$

28,099


$

27,355


$

51,632


$

52,070

Adjustments













Professional services for 13D Filing



1,203



-



5,811



-

Incremental severance costs



239



-



1,237



-

Non-GAAP Adjusted income from operations


$

29,541


$

27,355


$

58,680


$

52,070
















Three months ended June 30,

Six months ended June 30,



2020


2019


2020


2019














Net income


$

21,935


$

21,383


$

40,412


$

42,133

Adjustments, net of tax













Professional services for 13D Filing



937



-



4,535



-

Incremental severance costs



186



-



965



-

Non-GAAP Adjusted net income


$

23,058


$

21,383


$

45,912


$

42,133














Diluted earnings per share (1)


$

1.86


$

1.75


$

3.42


$

3.45

Impact for adjustments (1)



0.10



-



0.47



-

Non-GAAP Adjusted diluted earnings per share (1)


$

1.96


$

1.75


$

3.89


$

3.45


(1) The weighted-average diluted shares outstanding used in the calculation of these non-GAAP financial measures are the same as the weighted-average shares outstanding used in the calculation of the reported per share amounts.



CONTACT: ICR, Inc., Scott Van Winkle, scott.vanwinkle@icrinc.com, (617) 956-6736

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Cover
Aug. 05, 2020
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