UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
For the quarterly period ended
OR
For the transition period from to .
Commission File Number:
(Exact name of registrant as specified in its charter)
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(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
Telephone Number: (
(Address of Principal Executive Offices, Zip Code and Telephone Number, Including Area Code)
Indicate by checkmark 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.
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).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, 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.
Accelerated filer ◻ | Non-accelerated filer ◻ | Smaller reporting company | |
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. ☐
Indicate by checkmark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes
Securities registered pursuant to Section 12(b) of the Act:
Title of each class: |
| Trading Symbol |
| Name of each exchange on which registered: |
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
The number of shares of the registrant’s common stock outstanding at July 30, 2020 was
Medifast, Inc. and subsidiaries
Index
1
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 | $ | | $ | | $ | | $ | | ||||
Cost of sales | | | | | ||||||||
Gross profit | | | | | ||||||||
Selling, general, and administrative | | | | | ||||||||
Income from operations | | | | | ||||||||
Other income | ||||||||||||
Interest income, net | | | | | ||||||||
Other income (expense) | | ( | ( | ( | ||||||||
| | | | |||||||||
Income from operations before income taxes | | | | | ||||||||
Provision for income taxes | | | | | ||||||||
Net income | $ | | $ | | $ | | $ | | ||||
Earnings per share - basic | $ | | $ | | $ | | $ | | ||||
Earnings per share - diluted | $ | | $ | | $ | | $ | | ||||
Weighted average shares outstanding | ||||||||||||
Basic | | | | | ||||||||
Diluted | | | | | ||||||||
Cash dividends declared per share | $ | | $ | | $ | | $ | |
The accompanying notes are an integral part of these condensed consolidated financial statements.
2
MEDIFAST, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)
(in thousands)
Three months ended June 30, | Six months ended June 30, | |||||||||||
2020 | 2019 | 2020 | 2019 | |||||||||
Net income | $ | | $ | | $ | | $ | | ||||
Other comprehensive income, net of tax: | ||||||||||||
Foreign currency translation | | - | ( | | ||||||||
Unrealized gains on investment securities | | | | | ||||||||
Other comprehensive income | | | | | ||||||||
Comprehensive income | $ | | $ | | $ | | $ | |
The accompanying notes are an integral part of these condensed consolidated financial statements.
3
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 | $ | | $ | | |||
Accounts receivable-net of doubtful accounts of $ | |||||||
June 30, 2020 and December 31, 2019, respectively | | | |||||
Inventories | | | |||||
Investment securities | | | |||||
Income taxes, prepaid | - | | |||||
Prepaid expenses and other current assets | | | |||||
Total current assets | | | |||||
Property, plant and equipment - net of accumulated depreciation | | | |||||
Right-of-use assets | | | |||||
Other assets | | | |||||
Deferred tax assets | | | |||||
TOTAL ASSETS | $ | | $ | | |||
LIABILITIES AND STOCKHOLDERS' EQUITY | |||||||
Current Liabilities | |||||||
Accounts payable and accrued expenses | $ | | $ | | |||
Current lease obligations | | | |||||
Total current liabilities | | | |||||
Lease obligations, less current lease obligations | | | |||||
Total liabilities | | | |||||
Stockholders' Equity | |||||||
Common stock, par value $ | |||||||
at June 30, 2020 and December 31, 2019, respectively | | | |||||
Additional paid-in capital | | - | |||||
Accumulated other comprehensive income | | | |||||
Retained earnings | | | |||||
Less: Treasury stock at cost, | ( | ( | |||||
Total stockholders' equity | | | |||||
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $ | | $ | |
The accompanying notes are an integral part of these condensed consolidated financial statements.
4
MEDIFAST, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
(in thousands)
Six months ended June 30, | ||||||
2020 | 2019 | |||||
Operating Activities | ||||||
Net income | $ | | $ | | ||
Adjustments to reconcile net income to cash provided by operating activities | ||||||
Depreciation and amortization | | | ||||
Share-based compensation | | | ||||
Loss on sale of disposal of property, plant and equipment | - | | ||||
Amortization of premium on investment securities | | | ||||
Deferred income taxes | ( | | ||||
Change in operating assets and liabilities: | ||||||
Accounts receivable | | | ||||
Inventories | | ( | ||||
Income taxes, prepaid | | ( | ||||
Prepaid expenses and other current assets | ( | ( | ||||
Other assets | ( | | ||||
Accounts payable and accrued expenses | | | ||||
Net cash flow provided by operating activities | | | ||||
Investing Activities | ||||||
Sale and maturities of investment securities | | | ||||
Purchase of property and equipment | ( | ( | ||||
Net cash flow provided by (used in) investing activities | | ( | ||||
Financing Activities | ||||||
Options exercised by executives and directors | | | ||||
Net shares repurchased for employee taxes | ( | ( | ||||
Cash dividends paid to stockholders | ( | ( | ||||
Stock repurchases | ( | ( | ||||
Net cash flow used in financing activities | ( | ( | ||||
Foreign currency impact | ( | | ||||
Increase in cash and cash equivalents | | | ||||
Cash and cash equivalents - beginning of the period | | | ||||
Cash and cash equivalents - end of period | $ | | $ | | ||
Supplemental disclosure of cash flow information: | ||||||
Income taxes paid | $ | | $ | | ||
Dividends declared included in accounts payable | $ | | $ | |
The accompanying notes are an integral part of these condensed consolidated financial statements.
5
MEDIFAST, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (UNAUDITED)
(in thousands)
Six months ended June 30, 2020 | ||||||||||||||||||||
Number of Shares Issued | Common Stock | Additional Paid-In Capital | Accumulated Other Comprehensive Income | Retained Earnings | Treasury Stock | Total | ||||||||||||||
Balance, December 31, 2019 | | $ | | $ | - | $ | | $ | | $ | ( | $ | | |||||||
Net income | - | - | - | - | | - | | |||||||||||||
Share-based compensation | | - | | - | - | - | | |||||||||||||
Net shares repurchased for employee taxes | ( | - | ( | - | - | - | ( | |||||||||||||
Treasury stock retired from stock repurchases | ( | - | - | - | ( | | - | |||||||||||||
Other comprehensive income | - | - | - | | - | - | | |||||||||||||
Cash dividends declared to stockholders | - | - | - | - | ( | - | ( | |||||||||||||
Balance, March 31, 2020 | | | | | | - | | |||||||||||||
Net income | - | - | - | - | | - | | |||||||||||||
Share-based compensation | - | - | | - | - | - | | |||||||||||||
Options exercised by executives and directors | | - | | - | - | - | | |||||||||||||
Net shares repurchased for employee taxes | - | - | ( | - | - | - | ( | |||||||||||||
Other comprehensive income | - | - | - | | - | - | | |||||||||||||
Treasury stock from stock repurchases | - | - | - | - | - | ( | ( | |||||||||||||
Cash dividends declared to stockholders | - | - | - | - | ( | - | ( | |||||||||||||
Balance, June 30, 2020 | | $ | | $ | | $ | | $ | | $ | ( | $ | |
Six months ended June 30, 2019 | ||||||||||||||||||||
Number of Shares Issued | Common Stock | Additional Paid-In Capital | Accumulated Other Comprehensive Income (Loss) | Retained Earnings | Treasury Stock | Total | ||||||||||||||
Balance, December 31, 2018 | | $ | | $ | | $ | ( | $ | | $ | ( | $ | | |||||||
Net income | - | - | - | - | | - | | |||||||||||||
Share-based compensation | - | - | | - | - | - | | |||||||||||||
Options exercised by executives and directors | | - | | - | - | - | | |||||||||||||
Net shares repurchased for employee taxes | ( | - | ( | - | - | - | ( | |||||||||||||
Other comprehensive income | - | - | - | | - | - | | |||||||||||||
Cash dividends declared to stockholders | - | - | - | - | ( | - | ( | |||||||||||||
Balance, March 31, 2019 | | | | ( | | ( | | |||||||||||||
Net income | - | - | - | - | | - | | |||||||||||||
Share-based compensation | - | - | | - | - | - | | |||||||||||||
Options exercised by executives and directors | - | - | | - | - | - | | |||||||||||||
Other comprehensive income | - | - | - | | - | - | | |||||||||||||
Treasury stock from stock repurchases | - | - | - | - | - | ( | ( | |||||||||||||
Cash dividends declared to stockholders | - | - | - | - | ( | - | ( | |||||||||||||
Balance, June 30, 2019 | | $ | | $ | | $ | | $ | | $ | ( | $ | |
The accompanying notes are an integral part of these condensed consolidated financial statements.
6
MEDIFAST, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation - The accompanying unaudited condensed consolidated financial statements of Medifast, Inc. and its wholly-owned subsidiaries (the “Company,” “we,” “us,” or “our”) included herein have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) for interim reporting and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Accordingly, certain information and notes that are normally required by GAAP have been condensed or omitted. However, in the opinion of management, all adjustments consisting of normal, recurring adjustments considered necessary for a fair presentation of the financial position and results of operations have been included and management believes the disclosures that are made are adequate to make the information presented not misleading. The condensed consolidated balance sheet at December 31, 2019 has been derived from the audited consolidated financial statements at that date.
The results of operations for the three and six months ended June 30, 2020 are not necessarily indicative of results that may be expected for the fiscal year ending December 31, 2020. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the 2019 audited consolidated financial statements and notes thereto, which are included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019 (“2019 Form 10-K”).
Presentation of Financial Statements - The unaudited condensed consolidated financial statements included herein include the accounts of Medifast, Inc. and its wholly-owned subsidiaries. All significant intercompany accounts and transactions have been eliminated.
Reclassification - Certain amounts reported for prior periods have been reclassified to be consistent with the current period presentation. No reclassification in the condensed consolidated financial statements had a material impact on the presentation.
Use of Estimates - The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of revenue and expenses during the reporting period. Actual results could differ materially from those estimates.
Accounting Pronouncements Adopted in 2020
In August 2018, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2018-15, Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40), which addresses the accounting for implementation costs associated with a hosted service. The standard provides amendments to align the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software (and hosting arrangements that include an internal use software license).
On January 1, 2020, the Company adopted ASU 2018-15. The Company capitalized $
In June 2016, the FASB issued ASU 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which institutes a new model for recognizing credit losses on financial instruments that are not measured at fair value. On January 1, 2020, the Company adopted ASU 2016-13. There was no material impact on the Company's condensed consolidated financial statements.
7
Recently Issued Accounting Pronouncements –Pending Adoption
In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes, to simplify the accounting for income taxes. The standard eliminates certain exceptions related to the approach for intraperiod tax allocation, the methodology for calculating income taxes in an interim period and the recognition of deferred tax liabilities for outside basis differences related to changes in ownership of equity method investments and foreign subsidiaries. The standard also simplifies aspects of accounting for franchise taxes and enacted changes in tax laws or rates and clarifies the accounting for transactions that result in a step-up in the tax basis of goodwill and allocating consolidated income taxes to separate financial statements of entities not subject to income tax. This ASU is effective for fiscal years beginning after December 15, 2020, with early adoption permitted. Upon adoption, the Company must apply certain aspects of this standard retrospectively for all periods presented while other aspects are applied on a modified retrospective basis through a cumulative-effect adjustment to retained earnings as of the beginning of the fiscal year of adoption. Management has determined the effect that the provisions of ASU 2019-12 will have on the Company’s condensed consolidated financial statements is immaterial.
2. INVENTORIES
Inventories consist principally of packaged meal replacements held in the Company’s warehouses. Inventory is stated at the lower of cost or net realizable value, utilizing the first-in, first-out method. The cost of finished goods includes the cost of raw materials, packaging supplies, direct and indirect labor and other indirect manufacturing costs. On a quarterly basis, management reviews inventory for unsalable or obsolete inventory.
Inventories consisted of the following (in thousands):
June 30, 2020 | December 31, 2019 | |||||
Raw materials | $ | | $ | | ||
Packaging | | | ||||
Non-food finished goods | | | ||||
Finished goods | | | ||||
Reserve for obsolete inventory | ( | ( | ||||
Total | $ | | $ | |
3. EARNINGS PER SHARE
Basic earnings per share (“EPS”) computations are calculated utilizing the weighted average number of shares of the Company’s common stock outstanding during the periods presented. Diluted EPS is calculated utilizing the weighted average number of shares of the Company’s common stock outstanding adjusted for the effect of dilutive common stock equivalents.
8
The following table sets forth the computation of basic and diluted EPS (in thousands, except per share data):
Three months ended June 30, | Six months ended June 30, | ||||||||||||
2020 | 2019 | 2020 | 2019 | ||||||||||
Numerator: | |||||||||||||
Net income | $ | | $ | | $ | | $ | | |||||
Denominator: | |||||||||||||
Weighted average shares of common stock outstanding | | | | | |||||||||
Effect of dilutive common stock equivalents | | | | | |||||||||
Weighted average shares of common stock outstanding | | | | | |||||||||
Earnings per share - basic | $ | | $ | | $ | | $ | | |||||
Earnings per share - diluted | $ | | $ | | $ | | $ | |
The calculation of diluted EPS excluded
4. SHARE-BASED COMPENSATION
Stock Options
The Company has issued non-qualified and incentive stock options to employees and nonemployee directors. The fair value of these options are estimated on the date of grant using the Black-Scholes option pricing model, which requires estimates of the expected term of the option, the risk-free interest rate, the expected volatility of the price of the Company’s common stock, and dividend yield. Options outstanding as of June 30, 2020, generally vest over a period of
The following table is a summary of our stock option activity:
Six months ended June 30, | |||||||||
2020 | 2019 | ||||||||
Awards | Weighted-Average Exercise Price | Awards | Weighted-Average Exercise Price | ||||||
(awards in thousands) | |||||||||
Outstanding at beginning of period | | $ | | | $ | | |||
Exercised | ( | | ( | | |||||
Forfeited | ( | | - | - | |||||
Outstanding at end of the period | | $ | | | $ | | |||
Exercisable at end of the period | | $ | | | $ | |
9
As of June 30, 2020, the weighted-average remaining contractual life for outstanding stock options was
Restricted Stock
The Company has issued restricted stock to employees and nonemployee directors generally with vesting terms up to
Six months ended June 30, | |||||||||
2020 | 2019 | ||||||||
Shares | Weighted-Average Grant Date Fair Value | Shares | Weighted-Average Grant Date Fair Value | ||||||
(shares in thousands) | |||||||||
Outstanding at beginning of period | | $ | | | $ | | |||
Granted | | | | | |||||
Vested | ( | | ( | | |||||
Forfeited | ( | | ( | | |||||
Outstanding at end of the period | | $ | | | $ | |
The Company withheld
The total share-based compensation charged against income was $
The total income tax benefit recognized in the Condensed Consolidated Statements of Income for restricted stock awards was $
There was $
10
5. LEASES AND CONTINGENCIES
Operating Leases
The Company has operating leases for office and warehouse space and certain equipment. In certain of the Company’s lease agreements, the rental payments are adjusted periodically based on defined terms within the lease. The Company did
Our leases relating to office and warehouse space have terms of
The Company’s warehouse agreement also contains non-lease components, in the form of payments towards variable logistics services and labor charges, which the Company is obligated to pay based on the services consumed by it. Such amounts are not included in the measurement of the lease liability but will be recognized as expense when they are incurred.
The operating lease expense was $
Supplemental cash flow information related to the Company’s operating leases were as follows (in thousands):
Six months ended June 30, | ||||||
2020 | 2019 | |||||
Cash paid for amounts included in the measurements of lease liabilities | ||||||
Operating cash flow used in operating leases | $ | | $ | | ||
Right-of-use assets obtained in exchange for lease obligations | ||||||
Operating leases | $ | - | $ | | ||
As of June 30, 2020, the weighted average remaining lease term was
The following table presents the maturity of the Company’s operating lease liabilities as of June 30, 2020 (in thousands):
2020 (excluding the six months ended June 30, 2020) | $ | | |
2021 | | ||
2022 | | ||
2023 | | ||
2024 | | ||
Thereafter | | ||
Total lease payments | $ | | |
Less: imputed interest | ( | ||
Total | $ | |
Other Contingencies
On or about April 30, 2020, the Company became aware that one of its products contained an undeclared milk allergen in the product. The sale of this product occurred during the first quarter of 2020 and the first part of the second quarter of 2020. The Company has completed a voluntary recall of the specific lots of this product that were impacted and notified the U.S. Food and Drug Administration, as required. The Company has considered the impact of the recall to our six-month period ended June 30, 2020 to be immaterial to the financial statements. As of June 30, 2020, the Company has concluded the recall program and responded to all government requests. The Company does not expect any significant future financial impact to result from this matter.
11