8-K

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 23, 2022

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 23, 2022, Medifast, Inc. (the "Company") issued a press release announcing its earnings for the fourth quarter and fiscal year ended December 31, 2021.

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 February 23, 2022 titled “Medifast, Inc. Announces Fourth Quarter and Full Year 2021 Financial Results”
	104.1	Cover Page Interactive Data File (embedded within the Inline XBRLDocument)

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 23, 2022

3

EX-99.1

Exhibit 99.1

Medifast, Inc. Announces Fourth Quarter and Full Year 2021 Financial Results

BALTIMORE, Feb. 23, 2022 /PRNewswire/ -- Medifast, Inc. (NYSE: MED), the global company behind one of the fastest-growing health and wellness communities, OPTAVIA®, today reported results for the fourth quarter and full year ended December 31, 2021.

Fourth Quarter 2021 Highlights Compared to the Prior-Year Period

•Revenue increased 42.6% to $377.8 million

•35.3% growth in the number of active earning OPTAVIA Coaches to 59,800

•Revenue per active earning OPTAVIA Coach increased 6.6% to $6,321

•Net income increased 21.5% to $34.0 million

•Earnings per diluted share (“EPS”) of $2.91, an increase of 23.3%

Full Year 2021 Highlights Compared to the Prior-Year Period

•Revenue increased 63.2% to $1.526 billion

•Net income increased 59.5% to $164.0 million

•EPS of $13.89, an increase of 60.0%

•Cash, cash equivalents and investment securities of $109.5 million and the company remains free of interest-bearing debt as of December 31, 2021

“2021 was another outstanding year for Medifast, with record revenue and earnings fueled by continued growth across our independent OPTAVIA Coaches and Clients. We’ve now established ourselves as the market leader by dollar share in the U.S. weight management market, and are now building the foundations of our approach to the broader health and wellness sector,” said Dan Chard, Chairman and Chief Executive Officer of Medifast. “We have a highly differentiated coach-centric model that is consistently helping consumers achieve their health goals, and this gives us permission for deeper and even more meaningful engagement across multiple platforms. Our investment in innovation is enabling us to make our offer more attractive to increasing numbers of independent OPTAVIA Coaches and Clients, and will unlock opportunities for new service and subscription offers. The transformation of our approach to both technology and our supply chain delivers results in the short-term, but also builds the solid foundations from which we will drive rapid growth and long-term value for all stakeholders.”

Fourth Quarter 2021 Results

Fourth quarter 2021 revenue increased 42.6% to $377.8 million from $264.9 million for the fourth quarter of 2020. The total number of active earning OPTAVIA Coaches increased 35.3% to 59,800 compared to 44,200 for the fourth quarter of 2020. The average revenue per active earning OPTAVIA Coach was $6,321 compared to $5,932 for the fourth quarter of 2020, an increase of 6.6%. The year-over-year growth in revenue was primarily driven by the continued growth in active earning OPTAVIA Coach count and increase in the productivity per active earning OPTAVIA Coach.

Gross profit increased 39.7% to $278.3 million from $199.2 million for the fourth quarter of 2020. The increase in gross profit was primarily attributable to higher revenue. The Company’s gross profit as a percentage of revenue was 73.7% compared to 75.2% in the fourth quarter of 2020. The decrease in gross profit as a percentage of revenue was due to the impact of inflation on product and shipping costs.

Selling, general, and administrative expenses (“SG&A”) increased 43.5% to $231.4 million compared to $161.3 million for the fourth quarter of 2020, primarily due to higher OPTAVIA Coach compensation expense, increased salaries and benefits related expenses, incremental costs related to continued investment in information technology and distribution, and increased credit card fees resulting from higher sales. As a percentage of

revenue, SG&A increased 40 basis points year-over-year to 61.3% of revenue, as compared to 60.9% for the fourth quarter of 2020.

Income from operations increased 23.4% to $46.8 million from $38.0 million in the prior-year period. As a percentage of revenue, income from operations was 12.4% for the fourth quarter of 2021 compared to 14.3% in the prior-year period.

The effective tax rate was 27.2% for the fourth quarter of 2021 compared to 26.0% in the prior-year period. The increase in the effective tax rate was primarily driven by an increase in the state income tax rate and the limitation on executive compensation partially offset by the tax benefit of stock compensation.

In the fourth quarter of 2021, net income was $34.0 million, or $2.91 per diluted share, based on approximately 11.7 million shares of common stock outstanding. In the fourth quarter of 2020, net income was $28.0 million, or $2.36 per diluted share, based on approximately 11.9 million shares of common stock outstanding.

Full Year Fiscal 2021 Results

For the fiscal year ended December 31, 2021, revenue increased 63.2% to $1.526 billion compared to revenue of $934.8 million in 2020.

Net income for 2021 was $164.0 million, or $13.89 per diluted share, based on approximately 11.8 million shares outstanding. This compares to 2020 net income of $102.9 million, or $8.68 per diluted share, based on approximately 11.9 million shares outstanding.

Balance Sheet

The Company’s balance sheet remains strong with cash, cash equivalents and investment securities of $109.5 million as of December 31, 2021 compared to $174.5 million at December 31, 2020.

The company declared a quarterly cash dividend of $16.8 million, or $1.42 per share, that was paid on February 8, 2022. Also during the fourth quarter of 2021, the Company used $10 million to repurchase approximately 47,209 shares of common stock, bringing the full year repurchase total for 2021 to $56.0 million. There were approximately 2.1 million shares remaining under the Company’s stock repurchase program as of December 31, 2021.

Outlook

The Company expects full-year 2022 revenue to be in the range of $1.72 billion to $1.79 billion and full-year 2022 diluted EPS to be in the range of $14.50 to $16.00. The full-year 2022 earnings guidance assumes a 24.25% to 25.25% effective tax rate.

Conference Call Information

The conference call is scheduled for today, Wednesday, February 23, 2022 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/1029/44607, and will be archived online and available through March 2, 2022. In addition, listeners may dial (855) 560-2579.

A telephonic playback will be available from 6:30 p.m. ET, February 23, 2022, through March 2, 2022. Participants can dial (877) 344-7529 to hear the playback and enter passcode 4751845.

About Medifast:

Medifast (NYSE: MED) is the global company behind one of the fastest-growing health and wellness communities, OPTAVIA®, which offers scientifically developed products, clinically proven plans and the support of Coaches and a Community to help Clients achieve Lifelong Transformation, One Healthy Habit at a Time®. Based on more than 40 years of experience, Medifast has redefined direct selling by combining the best aspects of the model. Its community of independent OPTAVIA Coaches has impacted more than 2 million lives and teaches Clients how to develop holistic healthy habits through the proprietary Habits of Health® Transformational System. Medifast was recognized in 2020 and 2021 as one of FORTUNE's 100 Fastest-Growing Companies and was named to Forbes' 100

Most Trustworthy Companies in America list in 2017. For more information, visit MedifastInc.com or OPTAVIA.comand follow @Medifast on Twitter.

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. 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, risks associated with Medifast’s direct-to-consumer business model, the impact of rapid growth on Medifast’s systems, disruptions in Medifast’s supply chain, Medifast’s inability to continue to develop new products, effectiveness of Medifast’s advertising and marketing programs, including use of social media by independent OPTAVIA Coaches, Medifast’s inability to maintain and grow the network of independent OPTAVIA Coaches, the departure of one or more key personnel, Medifast’s inability to protect against online security risks, to protect its brand, to protect against product liability claims, Medifast’s planned growth into domestic and international markets, adverse publicity associated with Medifast’s products, Medifast’s inability to continue declaring dividends, fluctuations of Medifast’s common stock market price, the impact of the COVID-19 pandemic on Medifast’s results, the severity, length and ultimate impact of the COVID-19 pandemic on people and economies, increases in competition, litigation, consequences of other geopolitical events, natural disasters, acts of war, or climate change, activist investors, regulatory changes, inflation, labor shortages, market conditions and resulting impact on consumer spending, and 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, 2020, and Quarterly Reports on Form 10-Q, for the quarters ended March 31, 2021, June 30, 2021 and September 30, 2021, 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.

Investor Contact:

ICR, Inc.

Reed Anderson

InvestorRelations@medifastinc.com

(800) 763-9953

MEDIFAST, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)

Quarters and Years Ended December 31, 2021 and 2020

(U.S. dollars in thousands, except per share amounts & dividend data)

MEDIFAST, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS (UNAUDITED)

As of December 31, 2021 and 2020

(U.S. dollars in thousands, except par value)

XML

Cover	Feb. 23, 2022
Entity Information [Line Items]
Document Type	8-K
Document Period End Date	Feb. 23, 2022
Entity Registrant Name	MEDIFAST, INC.
Entity Incorporation, State or Country Code	DE
Entity File Number	001-31573
Entity Tax Identification Number	13-3714405
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
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
Common Stock, Par Value $0.001 per share
Entity Information [Line Items]
Title of 12(b) Security	Common Stock, par value $0.001 per share
Common Stock, Par Value $0.001 per share | NEW YORK STOCK EXCHANGE, INC.
Entity Information [Line Items]
Trading Symbol	MED
Security Exchange Name	NYSE