0000910329FALSE00009103292025-02-182025-02-180000910329exch:XNYS2025-02-182025-02-18

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): February 18, 2025
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)
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
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))
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.o



Item 2.02.    Results of Operations and Financial Condition.

On February 18, 2025, Medifast, Inc. (the "Company") issued a press release announcing its earnings for the fourth quarter and fiscal year ended December 31, 2024.

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 purpose of Section 18 of the Securities and 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 1993, 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
104.1Cover Page Interactive Data File (embedded within the Inline XBRL Document)


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.
By:/s/ James P. Maloney
James P. Maloney
Chief Financial Officer
Dated: February 18, 2025

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Medifast Announces Fourth Quarter and Full Year 2024 Financial Results

February 18, 2025
BALTIMORE--(BUSINESS WIRE)--Medifast (NYSE: MED), the health and wellness company known for its habit-based and coach-guided lifestyle solution, OPTAVIA®, today reported results for the fourth quarter and full year ended December 31, 2024.

Fourth Quarter 2024
•Revenue of $119.0 million, with revenue per active earning coach of $4,391
•Independent active earning OPTAVIA coaches of 27,100
•Net income of $0.8 million (non-GAAP adjusted net income of $1.1 million)
•Earnings per diluted share ("EPS") of $0.07 (non-GAAP adjusted EPS of $0.10)
•Cash, Cash Equivalents, and Investment Securities of $162.3 million and no debt

Full Year 2024
•Revenue of $602.5 million
•Net income of $2.1 million (non-GAAP adjusted net income of $20.2 million)
•EPS of $0.19 (non-GAAP adjusted EPS of $1.84)

“This past year was a pivotal year for Medifast, as we continued to transform our business to meet the changing nature of a health and wellness market that has been revolutionized by the rising acceptance of GLP-1 medications,” said Dan Chard, Chairman & CEO.

“Throughout the year, our team has shown resilience and adaptability as we navigated evolving market dynamics, enabling Medifast to remain positioned to be a leader in health and wellness in a GLP-1 world. We're committed to offering solutions that meet the diverse needs of our customers, whether they are focusing solely on our habit-based approach to weight loss, using GLP-1 medications, or transitioning off them.”

Chard continued, “As we look ahead, our top priorities center on reestablishing growth across all of our key metrics, including driving coach productivity through accelerated customer acquisition, and expanding the number of active earning coaches. These efforts should allow us to broaden our reach, restore revenue and profitability growth and deliver long-term value to all our stakeholders.”

Fourth Quarter 2024 Results
Fourth quarter 2024 revenue decreased 37.7% to $119.0 million from $191.0 million for the fourth quarter of 2023 primarily driven by a decrease in the number of active earning OPTAVIA coaches and lower coach productivity. The total number of active earning OPTAVIA coaches decreased 34.1% to 27,100 compared to 41,100 for the fourth quarter of 2023. The average revenue per active earning OPTAVIA coach was $4,391, compared to $4,648 for the fourth quarter last year, a decline of 5.5% primarily driven by continued pressure on customer acquisition.

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Gross profit decreased 37.6% to $88.2 million from $141.4 million for the fourth quarter of 2023. The decrease in gross profit was due to lower sales volumes. The company’s gross profit as a percentage of revenue was 74.1% compared to 74.0% in the fourth quarter of 2023.
Selling, general, and administrative expenses (“SG&A”) decreased 34.1% to $87.5 million compared to $132.7 million for the fourth quarter of 2023. The decrease in SG&A was primarily due to a $27.4 million decrease in OPTAVIA coach compensation, a $7.1 million decrease in employee compensation, a $5.8 million decrease due to non-recurring costs incurred in the fourth quarter of 2023 to establish the company's medically supported weight loss initiative, which includes collaboration costs with LifeMD, and a $3.0 million decrease in costs for coach-related events, partially offset by $6.5 million of costs for company led marketing efforts. As a percentage of revenue, SG&A increased 400 basis points year-over-year to 73.5% of revenue, as compared to 69.5% for the fourth quarter of 2023. The increase in SG&A as a percentage of revenue was primarily due to 550 basis points of company led marketing spend and 210 basis points of loss of leverage on fixed costs, partially offset by a 300 basis point decrease due to non-recurring costs incurred in the fourth quarter of 2023 to establish the company's medically supported weight loss initiative, as well as a 100 basis point decrease for costs related to coach-related events. On a non-GAAP adjusted basis, which excludes non-GAAP adjustments in the prior comparable period for IT and supply chain optimization and the LifeMD collaboration costs, SG&A decreased 30.1% to $87.5 million and non-GAAP adjusted SG&A moved 800 basis points higher as a percentage of revenue to 73.5%.
Income from operations decreased 91.8% to $0.7 million from $8.7 million in the prior year period. As a percentage of revenue, income from operations was 0.6% for the fourth quarter of 2024 compared to 4.5% in the prior-year period due to the factors described above impacting revenue and SG&A expenses. Non-GAAP adjusted income from operations as a percentage of revenue was 0.6%, a decrease of 790 basis points from the year-ago period.
Other income decreased 49.7% to $0.6 million from $1.1 million for the fourth quarter of 2023. The decrease in other income was primarily due to unrealized losses on the investment in LifeMD common stock. Non-GAAP other income, which excludes the quarter's unrealized losses on LifeMD common stock investment, decreased 18.2% to $0.9 million primarily due to the write-off of unamortized debt issuance costs.
The effective tax rate was 37.3% for the fourth quarter of 2024 compared to 38.4% in the prior-year period. The non-GAAP effective tax rate was 34.6% as compared to 31.6% in the prior year period.

In the fourth quarter of 2024, net income was $0.8 million, or $0.07 per diluted share, based on approximately 11.0 million shares of common stock outstanding. In the fourth quarter of 2023, net income was $6.0 million, or $0.55 per diluted share, based on approximately 10.9 million shares of common stock outstanding. In the fourth quarter of 2024, non-GAAP adjusted net income was $1.1 million, or $0.10 per diluted share, compared to non-GAAP adjusted net income of $11.9 million, or $1.09 per diluted share, in the year-ago period.

Full Year Fiscal 2024 Results
For the fiscal year ended December 31, 2024, revenue decreased 43.8% to $602.5 million compared to revenue of $1.1 billion in 2023. Net income for 2024 was $2.1 million, or $0.19 per diluted share, based on approximately 11.0 million shares outstanding. This compares to 2023 net income of $99.4 million, or $9.10 per diluted share, based on approximately 10.9 million shares outstanding. On a non-GAAP adjusted basis, net income decreased 80.8% to $20.2 million and EPS decreased 80.9% to $1.84 per diluted share, compared to the prior year period’s adjusted EPS of $9.64 per diluted share.
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Capital Allocation and Balance Sheet
The company’s balance sheet remains strong with cash, cash equivalents, and investment securities of $162.3 million and no interest-bearing debt as of December 31, 2024, compared to $150.0 million in cash and cash equivalents and no debt at December 31, 2023.
Outlook
The company expects first quarter 2025 revenue to be in the range of $100 million to $120 million and first quarter 2025 EPS to range from a loss of $0.50 per diluted share to $0.00 per diluted share. The EPS range excludes any gains or losses from changes in market price of the company's LifeMD common stock investment.
Conference Call Information
The conference call is scheduled for today, Tuesday, February 18, 2025 at 4:30 PM ET. The call will be broadcast live over the Internet, hosted on the Investor Relations section of Medifast’s website at www.MedifastInc.com or directly at https://viavid.webcasts.com/starthere.jsp?ei=1705513&tp_key=7b87c842ba and will be archived online and available through May 18, 2025. In addition, listeners may dial (201) 389-0879 to join via telephone. A telephonic playback will be available from February 18, 2025 at 8:30 PM ET through Tuesday, February 25, 2025 at 11:59 PM ET. Participants can dial (412) 317-6671 and enter passcode 13751326 to hear the playback.
About Medifast®:
Medifast (NYSE: MED) is the 40+ year old health and wellness company known for its habit-based and coach-guided lifestyle solution OPTAVIA®, which provides people with a simple yet comprehensive approach to address obesity and support a healthy lifestyle. OPTAVIA provides unparalleled coaching support along with community, tailored nutrition and healthy habits, and empowers people to master their weight loss journey through each stage of life. Through the company's collaboration with national virtual primary care provider LifeMD® (Nasdaq: LFMD) and its affiliated medical group, customers now have access to GLP-1 medications where clinically appropriate. Medifast remains committed to its mission of offering Lifelong Transformation, Making a Healthy Lifestyle Second Nature™. Visit MedifastInc.com and OPTAVIA.com for more information and follow @Medifast on X and LinkedIn.
MED-F
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Forward Looking Statements
Please Note: This release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements generally can be identified by use of phrases or terminology such as “intend,” “anticipate,” “expect” or other similar words or the negative of such terminology. Similarly, descriptions of Medifast’s objectives, strategies, plans, goals, outlook or targets contained herein are also considered forward-looking statements. These statements are based on the current expectations of the management of Medifast and are subject to certain events, risks, uncertainties and other factors. Some of these factors include, among others, Medifast's inability to maintain and grow the network of independent OPTAVIA coaches; industry competition and new weight loss products, including weight loss medications such as GLP-1s, or services; Medifast’s health or advertising related claims by OPTAVIA customers; Medifast's inability to continue to develop new products; effectiveness of Medifast's advertising and marketing programs, including use of social media by OPTAVIA coaches; the departure of one or more key personnel; Medifast's inability to protect against online security risks and cyberattacks; risks associated with Medifast's direct-to-consumer business model; disruptions in Medifast's supply chain; product liability claims; Medifast's planned growth into domestic markets including through its collaboration with LifeMD, Inc.; adverse publicity associated with Medifast's products; the impact of existing and future laws and regulations on Medifast’s business; fluctuations of Medifast's common stock market price; increases in litigation; actions of activist investors; the consequences of other geopolitical events, overall economic and market conditions and the resulting impact on consumer sentiment and spending patterns; and Medifast's ability to prevent or detect a failure of internal control over financial reporting. 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 Annual Report on Form 10-K for the fiscal year ended December 31, 2024, and other filings filed with the United States Securities and Exchange Commission, including its quarterly reports on Form 10-Q and current reports on Form 8-K. All of the forward-looking statements contained herein speak only as of the date of this release.
Investor Contact:
Medifast, Inc.
Steven Zenker
InvestorRelations@medifastinc.com
(443) 379-5256

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MEDIFAST, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
(U.S. dollars in thousands, except per share amounts & dividend data)

Three months ended December 31,Year ended December 31,
2024202320242023
Revenue$119,003$191,015$602,463$1,072,054
Cost of sales30,78449,646157,840296,204
Gross profit88,219141,369444,623775,850
Selling, general, and administrative87,510132,693441,745649,448
Income from operations7098,6762,878126,402
Other income
Interest income
9531,1764,8042,490
Other expense
(387)(50)(3,895)(95)
5661,1269092,395
Income before provision for income taxes
1,2759,8023,787128,797
Provision for income taxes4753,7661,69629,382
Net income$800$6,036$2,091$99,415
Earnings per share - basic$0.07$0.55$0.19$9.13
Earnings per share - diluted$0.07$0.55$0.19$9.10
Weighted average shares outstanding
Basic10,93810,89310,93010,884
Diluted10,98310,93510,96310,921
Cash dividends declared per share$—$—$—$4.95
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MEDIFAST, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
(U.S. dollars in thousands, except par value)

December 31, 2024December 31, 2023
ASSETS
Current Assets
Cash and cash equivalents$90,928 $94,440 
Inventories, net
42,421 54,591 
Investments
71,416 55,601 
Income taxes, prepaid— 8,727 
Prepaid expenses and other current assets9,639 10,670 
Total current assets214,404 224,029 
Property, plant and equipment - net of accumulated depreciation37,527 51,467 
Right-of-use assets11,155 15,645 
Other assets9,667 14,650 
Deferred tax assets, net
11,460 4,117 
TOTAL ASSETS$284,213 $309,908 
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Accounts payable and accrued expenses$56,494 $86,415 
Income taxes payable1,485 — 
Current lease obligations6,182 5,885 
Total current liabilities64,161 92,300 
Lease obligations, net of current lease obligations9,943 16,127 
Total liabilities74,104 108,427 
Commitments
Stockholders' Equity
Common stock, par value 0.001 per share: 20,000 shares authorized;
10,938 and 10,896 issued and outstanding
at December 31, 2024 and December 31, 2023
11 11 
Additional paid-in capital33,136 26,573 
Accumulated other comprehensive income 180 248 
Retained earnings 176,782 174,649 
Total stockholders' equity210,109 201,481 
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY$284,213 $309,908 


Non-GAAP Financial Measures
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In an effort to provide investors with additional information regarding results, the company discloses various non-GAAP financial measures in the quarterly earnings press release and other public disclosures. The following GAAP financial measures have been presented on an as adjusted basis: cost of sales, gross profit, SG&A expenses, income from operations, other income, provision for income taxes, net income, effective tax rate, 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.

These non-GAAP financial measures are used internally to evaluate and manage the company's operations because the company believes they provide useful supplemental information regarding the company's on-going economic performance. The company has 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 release:

Three months ended December 31, 2024
GAAP
Unrealized Loss on Investment in LifeMD Common Stock
Non-GAAP
Cost of sales$30,784 $— $30,784 
Gross profit88,219 — 88,219 
Selling, general, and administrative87,510 — 87,510 
Income from operations709 — 709 
Other income
566 355 921 
Provision for income taxes475 89 564 
Net income800 266 1,066 
Diluted earnings per share (1)
0.07 0.02 0.10 
Three months ended December 31, 2023
GAAP
IT and Supply Chain Optimization
LifeMD Collaboration Costs
Non-GAAP
Cost of sales$49,646 $— $— $49,646 
Gross profit141,369 — — 141,369 
Selling, general, and administrative132,693 (2,555)(5,000)125,138 
Income from operations8,676 2,555 5,000 16,231 
Other income
1,126 — — 1,126 
Provision for income taxes3,766 583 1,141 5,490 
Net income6,036 1,972 3,859 11,867 
Diluted earnings per share (1)
0.55 0.18 0.35 1.09 
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Year ended December 31, 2024
GAAP
Supply Chain Optimization and Restructuring of External Manufacturing Agreements
Unrealized Loss on Investment in LifeMD Common Stock
LifeMD Collaboration Costs
Non-GAAP
Cost of sales$157,840 $(2,579)$— $— $155,261 
Gross profit444,623 2,579 — — 447,202 
Selling, general, and administrative441,745 (12,502)— (5,000)424,243 
Income from operations2,878 15,081 — 5,000 22,959 
Other income
909 — 4,089 — 4,998 
Provision for income taxes1,696 3,770 1,022 1,250 7,738 
Net income2,091 11,311 3,067 3,750 20,219 
Diluted earnings per share (1)
0.19 1.03 0.28 0.34 1.84 
Year ended December 31, 2023
GAAP
IT and Supply Chain Optimization
LifeMD Collaboration Costs
Non-GAAP
Cost of sales$296,204 $— $— $296,204 
Gross profit775,850 — — 775,850 
Selling, general, and administrative649,448 (2,555)(5,000)641,893 
Income from operations126,402 2,555 5,000 133,957 
Other income
2,395 — — 2,395 
Provision for income taxes29,382 583 1,141 31,106 
Net income99,415 1,972 3,859 105,246 
Diluted earnings per share (1)
9.10 0.18 0.35 9.64 
(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.
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v3.25.0.1
Cover
Feb. 18, 2025
Entity Information [Line Items]  
Document Type 8-K
Document Period End Date Feb. 18, 2025
Entity Registrant Name MEDIFAST, INC.
Entity Address, Address Line One 100 International Drive
Entity Address, City or Town Baltimore
Entity Address, State or Province MD
Entity Address, Postal Zip Code 21202
City Area Code 410
Local Phone Number 581-8042
Title of 12(b) Security Common Stock, par value $0.001 per share
Trading Symbol MED
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity Emerging Growth Company false
Entity Central Index Key 0000910329
Amendment Flag false
Entity Tax Identification Number 13-3714405
Entity File Number 001-31573
Entity Incorporation, State or Country Code DE
NEW YORK STOCK EXCHANGE, INC.  
Entity Information [Line Items]  
Security Exchange Name NYSE
Medifast (NYSE:MED)
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