UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~September 30, 2020~~March 31, 2021

☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to .

Commission File Number: 001-31573

Medifast, Inc.

(Exact name of registrant as specified in its charter)


Delaware			13-3714405
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)

100 International Drive

Baltimore, Maryland 21202

Telephone Number: (410) 581-8042

(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.

Yes ⌧ No ◻

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).

Yes ⌧ No ◻

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.


Large accelerated filer ⌧	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 ☐ No ⌧

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

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 ~~October~~April 26, ~~2020~~2021 was ~~11,769,830.~~11,761,104.

Table of Contents

Medifast, Inc. and subsidiaries

Index


Part 1 – Financial Information



Item 1 – Financial Statements


Condensed Consolidated Statements of Income (unaudited) for the Three ~~and Nine~~ Months Ended ~~September 30,~~March 31, 2021 and 2020 ~~and 2019~~		2

Condensed Consolidated Statements of Comprehensive Income (unaudited) for the Three ~~and Nine~~ Months Ended ~~September 30,~~March 31, 2021 and 2020 ~~and 2019~~		3

Condensed Consolidated Balance Sheets (unaudited) as of ~~September 30, 2020~~March 31, 2021 and December 31, ~~2019~~2020		4

Condensed Consolidated Statements of Cash Flows (unaudited) for the ~~Nine~~Three Months Ended ~~September 30,~~March 31, 2021 and 2020 ~~and 2019~~		5

Condensed Consolidated Statements of Changes in Stockholders’ Equity (unaudited) for the ~~Nine~~Three Months Ended ~~September 30,~~March 31, 2021 and 2020 ~~and 2019~~		6

Notes to Condensed Consolidated Financial Statements (unaudited)		87

Item 2 – Management’s Discussion and Analysis of Financial Condition and Results of Operations		1514

Item 3 – Quantitative and Qualitative Disclosures about Market Risk		2319

Item 4 – Controls and Procedures		2319

Part II – Other Information

Item 1 – Legal Proceedings		2420

Item 1A – Risk Factors		2420

Item 2 – Unregistered Sales of Equity Securities and Use of Proceeds		2420

Item 6 – Exhibits		2521

Table of Contents

MEDIFAST, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)

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


	Three months ended September 30,				Nine months ended September 30,				Three months ended March 31,
	2020		2019		2020		2019		2021		2020

Revenue	$	271,470	$	190,061	$	669,930	$	543,040	$	340,669	$	178,461
Cost of sales		67,434		47,128		171,354		134,250		92,122		43,221
Gross profit		204,036		142,933		498,576		408,790		248,547		135,240

Selling, general, and administrative		159,477		122,671		402,385		336,458		195,748		111,707

Income from operations		44,559		20,262		96,191		72,332		52,799		23,533

Other income
Interest income, net		44		324		212		1,061		23		110
Other income (expense)		30		(3)		12		(11)		19		(19)
		74		321		224		1,050		42		91

Income from operations before income taxes		44,633		20,583		96,415		73,382		52,841		23,624

Provision for income taxes		10,180		4,681		21,550		15,347		11,778		5,147

Net income	$	34,453	$	15,902	$	74,865	$	58,035	$	41,063	$	18,477

Earnings per share - basic	$	2.93	$	1.36	$	6.36	$	4.91	$	3.49	$	1.57

Earnings per share - diluted	$	2.91	$	1.32	$	6.32	$	4.77	$	3.46	$	1.56

Weighted average shares outstanding
Basic		11,766		11,731		11,772		11,823		11,772		11,772
Diluted		11,857		12,065		11,840		12,174		11,881		11,824

Cash dividends declared per share	$	1.13	$	0.75	$	3.39	$	2.25	$	1.42	$	1.13

The accompanying notes are an integral part of these condensed consolidated financial statements.

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MEDIFAST, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)

(U.S. dollars in thousands)


	Three months ended September 30,				Nine months ended September 30,				Three months ended March 31,
	2020		2019		2020		2019		2021		2020

Net income	$	34,453	$	15,902	$	74,865	$	58,035	$	41,063	$	18,477
Other comprehensive income (loss), net of tax:
Other comprehensive income, net of tax:
Foreign currency translation		(1)		(2)		(3)		(1)		78		(4)
Unrealized gains (losses) on investment securities		(1)		18		75		246
Unrealized (losses) gains on investment securities										(16)		49

Other comprehensive income (loss)		(2)		16		72		245
Other comprehensive income										62		45

Comprehensive income	$	34,451	$	15,918	$	74,937	$	58,280	$	41,125	$	18,522

The accompanying notes are an integral part of these condensed consolidated financial statements.

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MEDIFAST, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)

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


			September 30,		December 31,			March 31,		December 31,
			2020		2019			2021		2020

ASSETS	ASSETS					ASSETS
Current Assets
Cash and cash equivalents		$	156,486	$	76,974		$	206,031	$	163,723
Accounts receivable - net of doubtful accounts of $82 and $235 at
September 30, 2020 and December 31, 2019, respectively			647		1,437
Accounts receivable - net of doubtful accounts of $383 and $219 at
March 31, 2021 and December 31, 2020, respectively								88		584
Inventories			41,736		48,771			62,234		53,392
Investment securities			13,433		15,704			6,883		10,752
Income taxes, prepaid			-		5,169
Prepaid expenses and other current assets			5,158		6,096			6,625		5,863
Total current assets			217,460		154,151			281,861		234,314

Property, plant and equipment - net of accumulated depreciation			26,828		26,039			31,107		27,633
Right-of-use assets			11,458		12,803			9,623		10,508
Other assets			3,002		353			3,112		2,937
Deferred tax assets			2,042		1,307			692		692


TOTAL ASSETS		$	260,790	$	194,653		$	326,395	$	276,084

LIABILITIES AND STOCKHOLDERS' EQUITY	LIABILITIES AND STOCKHOLDERS' EQUITY					LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Accounts payable and accrued expenses		$	108,678	$	76,220		$	141,250	$	107,677
Current lease obligations			3,307		3,168			3,651		3,673
Total current liabilities			111,985		79,388			144,901		111,350

Lease obligations, less current lease obligations			8,791		10,433
Lease obligations, net of current lease obligations								6,603		7,488
Total liabilities			120,776		89,821			151,504		118,838

Stockholders' Equity
Common stock, par value $.001 per share: 20,000 shares authorized;
11,817 and 12,272 issued and 11,768 and 11,764 outstanding
at September 30, 2020 and December 31, 2019, respectively			12		12
11,839 and 11,822 issued and 11,761 and 11,772 outstanding
at March 31, 2021 and December 31, 2020, respectively								12		12
Additional paid-in capital			5,135		-			8,714		7,842
Accumulated other comprehensive income			97		25			103		41
Retained earnings			139,770		168,788			178,562		154,351
Less: Treasury stock at cost, 46 and 489 shares at September 30, 2020 and December 31, 2019, respectively			(5,000)		(63,993)
Less: treasury stock at cost, 76 and 46 shares at March 31, 2021 and December 31, 2020, respectively								(12,500)		(5,000)
Total stockholders' equity			140,014		104,832			174,891		157,246

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY		$	260,790	$	194,653		$	326,395	$	276,084

The accompanying notes are an integral part of these condensed consolidated financial statements.

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MEDIFAST, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

(U.S. dollar in thousands)

Nine months ended September 30,

2020

2019

Operating Activities

Net income

$
74,865

$
58,035
Adjustments to reconcile net income to cash provided by operating activities

Depreciation and amortization

5,259

5,097
Share-based compensation

4,243

3,415
Loss on sale of disposal of property, plant and equipment

28

17
Bad debt expense

508

3,209
Amortization of premium on investment securities

263

355
Deferred income taxes

(735)

1,093
Change in operating assets and liabilities:

Accounts receivable

282

(3,649)
Inventories

7,035

(13,037)
Income taxes, prepaid

5,169

(3,200)
Prepaid expenses and other current assets

938

(232)
Other assets

(2,566)

188
Accounts payable and accrued expenses

30,078

13,818
Net cash flow provided by operating activities

125,367

65,109

Investing Activities

Sale and maturities of investment securities

2,000

3,730
Purchase of property and equipment

(3,852)

(9,224)
Net cash flow used in investing activities

(1,852)

(5,494)

Financing Activities

Options exercised by executives and directors

1,424

279
Net shares repurchased for employee taxes

(532)

(289)
Cash dividends paid to stockholders

(39,892)

(26,658)
Stock repurchases

(5,000)

(33,114)
Net cash flow used in financing activities

(44,000)

(59,782)

Foreign currency impact

(3)

(1)

Increase (Decrease) in cash and cash equivalents

79,512

(168)
Cash and cash equivalents - beginning of the period

76,974

81,364
Cash and cash equivalents - end of period

$
156,486

$
81,196

Supplemental disclosure of cash flow information:

Income taxes paid

$
14,135

$
17,333
Dividends declared included in accounts payable

$
13,715

$
8,955


	Three months ended March 31,
	2021		2020

Operating Activities
Net income	$	41,063	$	18,477
Adjustments to reconcile net income to cash provided by operating activities
Depreciation and amortization		2,013		1,659
Share-based compensation		2,198		981
Amortization of premium on investment securities		28		95
Deferred income taxes		-		37
Change in operating assets and liabilities:
Accounts receivable		496		1,047
Inventories		(8,842)		888
Income taxes, prepaid		-		4,976
Prepaid expenses and other current assets		(762)		(1,397)
Other assets		(70)		(1,764)
Accounts payable and accrued expenses		29,202		1,736
Net cash flow provided by operating activities		65,326		26,735

Investing Activities
Sale and maturities of investment securities		3,720		1,000
Purchase of property and equipment		(4,598)		(294)
Net cash flow (used in) provided by investing activities		(878)		706

Financing Activities
Options exercised by executives and directors		481		-
Net shares repurchased for employee taxes		(1,807)		(487)
Cash dividends paid to stockholders		(13,392)		(13,254)
Stock repurchases		(7,500)		-
Net cash flow used in financing activities		(22,218)		(13,741)

Foreign currency impact		78		(4)

Increase in cash and cash equivalents		42,308		13,696
Cash and cash equivalents - beginning of period		163,723		76,974
Cash and cash equivalents - end of period	$	206,031	$	90,670

Supplemental disclosure of cash flow information:
Income taxes paid	$	56	$	80
Dividends declared included in accounts payable	$	17,292	$	13,566

The accompanying notes are an integral part of these condensed consolidated financial statements.

Table of Contents

MEDIFAST, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (UNAUDITED)

(U.S. dollars in thousands)


	Nine months ended September 30, 2020													Three months ended March 31, 2021
	Number of Shares Issued		Common Stock		Additional Paid-In Capital		Accumulated Other Comprehensive Income (Loss)		Retained Earnings		Treasury Stock		Total	Number of Shares Issued		Common Stock		Additional Paid-In Capital		Accumulated Other Comprehensive Income		Retained Earnings		Treasury Stock		Total

Balance, December 31, 2019	12,272	$	12	$	-	$	25	$	168,788	$	(63,993)	$	104,832
Net income	-		-		-		-		18,477		-		18,477
Share-based compensation	7		-		981		-		-		-		981
Net shares repurchased for employee taxes	(5)		-		(487)		-		-		-		(487)
Treasury stock retired from stock repurchases	(489)		-		-		-		(63,993)		63,993		-
Other comprehensive income	-		-		-		45		-		-		45
Cash dividends declared to stockholders	-		-		-		-		(13,099)		-		(13,099)

Balance, March 31, 2020	11,785		12		494		70		110,173		-		110,749
Balance, December 31, 2020														11,822	$	12	$	7,842	$	41	$	154,351	$	(5,000)	$	157,246
Net income	-		-		-		-		21,935		-		21,935	-		-		-		-		41,063		-		41,063
Share-based compensation	-		-		1,136		-		-		-		1,136	13		-		2,198		-		-		-		2,198
Options exercised by executives and directors	21		-		1,250		-		-		-		1,250	11		-		481		-		-		-		481
Net shares repurchased for employee taxes	-		-		(9)		-		-		-		(9)	(7)		-		(1,807)		-		-		-		(1,807)
Treasury stock from stock repurchases														-		-		-		-		-		(7,500)		(7,500)
Other comprehensive income	-		-		-		29		-		-		29	-		-		-		62		-		-		62
Treasury stock from stock repurchases	-		-		-		-		-		(5,000)		(5,000)
Cash dividends declared to stockholders	-		-		-		-		(13,354)		-		(13,354)	-		-		-		-		(16,852)		-		(16,852)

Balance, June 30, 2020	11,806		12		2,871		99		118,754		(5,000)		116,736
Net income	-		-		-		-		34,453		-		34,453
Share-based compensation	9		-		2,126		-		-		-		2,126
Options exercised by executives and directors	2		-		174		-		-		-		174
Net shares repurchased for employee taxes	-		-		(36)		-		-		-		(36)
Other comprehensive loss	-		-		-		(2)		-		-		(2)
Cash dividends declared to stockholders	-		-		-		-		(13,437)		-		(13,437)

Balance, September 30, 2020	11,817	$	12	$	5,135	$	97	$	139,770	$	(5,000)	$	140,014
Balance, March 31, 2021														11,839	$	12	$	8,714	$	103	$	178,562	$	(12,500)	$	174,891

~~The accompanying notes are an integral part of these condensed consolidated financial statements.~~

~~Table of Contents~~


	Nine months ended September 30, 2019													Three months ended March 31, 2020
	Number of Shares Issued		Common Stock		Additional Paid-In Capital		Accumulated Other Comprehensive Income (Loss)		Retained Earnings		Treasury Stock		Total	Number of Shares Issued		Common Stock		Additional Paid-In Capital		Accumulated Other Comprehensive Income		Retained Earnings		Treasury Stock		Total

Balance, December 31, 2018	12,117	$	12	$	8,802	$	(173)	$	131,344	$	(30,879)	$	109,106
Balance, December 31, 2019														12,272	$	12	$	-	$	25	$	168,788	$	(63,993)	$	104,832
Net income	-		-		-		-		20,750		-		20,750	-		-		-		-		18,477		-		18,477
Share-based compensation	-		-		990		-		-		-		990	7		-		981		-		-		-		981
Options exercised by executives and directors	10		-		269		-		-		-		269
Net shares repurchased for employee taxes	(1)		-		(256)		-		-		-		(256)	(5)		-		(487)		-		-		-		(487)
Treasury stock retired from stock repurchases														(489)		-		-		-		(63,993)		63,993		-
Other comprehensive income	-		-		-		127		-		-		127	-		-		-		45		-		-		45
Cash dividends declared to stockholders	-		-		-		-		(8,918)		-		(8,918)	-		-		-		-		(13,099)		-		(13,099)

Balance, March 31, 2019	12,126		12		9,805		(46)		143,176		(30,879)		122,068
Net income	-		-		-		-		21,383		-		21,383
Share-based compensation	-		-		1,255		-		-		-		1,255
Options exercised by executives and directors	-		-		10		-		-		-		10
Other comprehensive income	-		-		-		102		-		-		102
Treasury stock from stock repurchases	-		-		-		-		-		(9,998)		(9,998)
Cash dividends declared to stockholders	-		-		-		-		(8,797)		-		(8,797)

Balance, June 30, 2019	12,126		12		11,070		56		155,762		(40,877)		126,023
Net income	-		-		-		-		15,902		-		15,902
Share-based compensation	-		-		1,170		-		-		-		1,170
Net shares repurchased for employee taxes	-		-		(33)		-		-		-		(33)
Other comprehensive income	-		-		-		16		-		-		16
Treasury stock from stock repurchases	-		-		-		-		-		(23,116)		(23,116)
Cash dividends declared to stockholders	-		-		-		-		(8,762)		-		(8,762)

Balance, September 30, 2019	12,126	$	12	$	12,207	$	72	$	162,902	$	(63,993)	$	111,200
Balance, March 31, 2020														11,785	$	12	$	494	$	70	$	110,173	$	-	$	110,749

The accompanying notes are an integral part of these condensed consolidated financial statements.

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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~~(“Medifast,” 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~~2020 has been derived from the audited consolidated financial statements at that date included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, ~~2019~~2020 (“~~2019~~2020 Form 10-K”).

The results of operations for the three ~~and nine~~ months ended ~~September 30, 2020~~March 31, 2021 are not necessarily indicative of results that may be expected for the fiscal year ending December 31, ~~2020.~~2021. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the ~~2019~~2020 audited consolidated financial statements and notes thereto, which are included in the ~~2019~~2020 Form 10-K.

Presentation of Financial Statements - The unaudited condensed consolidated financial statements included herein include the accounts of the Company. 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~~2021

~~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 $2.9 million in total for the nine months ended September 30, 2020, principally related to the configuration and development of the Company’s new hosted enterprise resource planning tool (“ERP”). The amortization expense associated with the capitalized costs was $0.1 million for the nine months ended September 30, 2020.

~~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.

~~Table of Contents~~

~~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~~Upon adoption ~~permitted. Upon adoption,~~of the standard, 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~~On January 1, 2021, the ~~effect that the provisions of~~Company adopted ASU ~~2019-12 will have~~2019-12. There was no material impact on the Company’s condensed consolidated financial statements ~~is immaterial.~~ upon adoption.

2. INVENTORIES

Inventories consist principally of raw materials and packaged meal replacements held in the Company’s ~~warehouses. Inventory is~~warehouses and outsourced distribution centers. Inventories are 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~~inventories for unsalable or obsolete ~~inventory.~~inventories.

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Inventories consisted of the following (in thousands):


	September 30, 2020		December 31, 2019		March 31, 2021		December 31, 2020

Raw materials	$	13,702	$	10,880	$	11,159	$	13,428
Packaging		2,761		4,109		2,510		4,071
Non-food finished goods		6,031		4,421		10,649		8,078
Finished goods		20,650		31,314		40,509		29,858
Reserve for obsolete inventory		(1,408)		(1,953)		(2,593)		(2,043)
Total	$	41,736	$	48,771	$	62,234	$	53,392

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.

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The following table sets forth the computation of basic and diluted EPS (in thousands, except per share data):


	Three months ended September 30,				Nine months ended September 30,				Three months ended March 31,
	2020		2019		2020		2019		2021		2020

Numerator:
Net income	$	34,453	$	15,902	$	74,865	$	58,035	$	41,063	$	18,477

Denominator:
Weighted average shares of common stock outstanding		11,766		11,731		11,772		11,823		11,772		11,772
Effect of dilutive common stock equivalents		91		334		68		351		109		52
Weighted average shares of common stock outstanding		11,857		12,065		11,840		12,174		11,881		11,824

Earnings per share - basic	$	2.93	$	1.36	$	6.36	$	4.91	$	3.49	$	1.57

Earnings per share - diluted	$	2.91	$	1.32	$	6.32	$	4.77	$	3.46	$	1.56

The calculation of diluted EPS excluded 880 and ~~1,100~~1,413 antidilutive options outstanding for the three months ended ~~September 30,~~March 31, 2021 and 2020, ~~and 2019, respectively, and 545 and 876 antidilutive options outstanding for the nine months ended September 30, 2020 and 2019,~~ respectively. The calculation of diluted EPS also excluded 0267 and ~~1,374~~14,940 antidilutive restricted stock awards for the three months ended ~~September 30,~~March 31, 2021 and 2020, ~~and 2019, respectively, and 3,620 and 709 antidilutive restricted stock awards for the nine months ended September 30, 2020 and 2019,~~ respectively. ~~EPS is computed independently for each of the periods presented above, and accordingly, the sum of the quarterly earnings per common share may not equal the year-to-date total computed.~~

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 ~~September 30, 2020,~~March 31, 2021, generally vest over a period of three years and expire ten years from the date of grant. The exercise price of these options ranges from $26.52 to ~~$171.68~~.$171.68. Due to the Company’s lack of option exercise history on the date of grant, the expected term is calculated using the simplified method defined as the midpoint between the vesting period and the contractual term of each option. The risk free interest rate is based on the U.S. Treasury yield curve in effect on the date of grant that most closely corresponds to the expected term of the option. The expected volatility is based on the historical volatility of the Company’s common stock over the period of time equivalent to the expected term for each award. The dividend yield is computed as the annualized dividend rate at the grant date divided by the strike price of the stock option. For the ~~nine months ended September 30, 2020 and 2019, the Company did not grant stock options.~~

~~The following table is a summary of our stock option activity:~~

Nine months ended September 30,

2020

2019

Awards

Weighted-Average Exercise Price

Awards

Weighted-Average Exercise Price
(awards in thousands)

Outstanding at beginning of period
97

$
52.53

107

$
49.26
Exercised
(24)

58.80

(10)

28.21
Forfeited
(6)

68.84

-

-
Outstanding at end of the period
67

$
48.71

97

$
52.53
Exercisable at end of the period
48

$
40.83

52

$
40.96

three

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months ended March 31, 2021 and 2020, the Company did not grant stock options. The following table is a summary of our stock option activity:


	Three months ended March 31,
	2021			2020
	Awards	Weighted-Average Exercise Price		Awards	Weighted-Average Exercise Price
(awards in thousands)
Outstanding at beginning of period	61	$	48.19	97	$	52.51
Exercised	(11)		42.62	-		-
Outstanding at end of the period	50	$	49.43	97	$	52.51
Exercisable at end of the period	41	$	44.93	72	$	46.86

As of ~~September 30, 2020,~~March 31, 2021, the weighted-average remaining contractual life for outstanding stock options was ~~6.0~~5.6 years with an aggregate intrinsic value of ~~$7.8~~$8.3 million and the weighted-average remaining contractual life for exercisable stock options was ~~5.5~~5.2 years with an aggregate intrinsic value of ~~$5.9~~$6.8 million. The unrecognized compensation expense calculated under the fair value method for stock options expected to vest as of ~~September 30, 2020~~March 31, 2021 was $0.2 million and is expected to be recognized over a weighted average period of ~~2.2~~1.9 years. For the ~~nine~~three months ended ~~September 30, 2020,~~March 31, 2021, the Company received ~~$1.4~~$0.5 million in cash proceeds from the exercise of stock options. The total intrinsic value for stock options exercised during the ~~nine~~three months ended ~~September 30, 2020~~March 31, 2021 was ~~$1.1~~$2.3 million. For the ~~nine~~three months ended ~~September 30, 2019, the Company received $0.3 million in cash proceeds from the~~March 31, 2020, there was 0 exercise activity of stock options. ~~The total intrinsic value for stock options exercised during the nine months ended September 30, 2019 was $1.0 million.~~

Restricted Stock

The Company has issued restricted stock to employees and nonemployee directors generally with vesting terms up to five years after the date of grant. The fair value of the restricted stock is equal to the market price of the Company’s common stock on the date of grant. Expense for restricted stock is amortized ratably over the vesting period. The following table summarizes our restricted stock activity:


	Nine months ended September 30,						Three months ended March 31,
	2020			2019			2021			2020
	Shares	Weighted-Average Grant Date Fair Value		Shares	Weighted-Average Grant Date Fair Value		Shares	Weighted-Average Grant Date Fair Value		Shares	Weighted-Average Grant Date Fair Value
(shares in thousands)
Outstanding at beginning of period	46	$	98.28	57	$	50.55	50	$	116.06	46	$	98.28
Granted	43		113.68	28		130.89	17		253.03	29		100.68
Vested	(30)		86.79	(32)		47.14	(14)		109.14	(21)		66.73
Forfeited	(7)		108.81	(2)		167.48	-		-	(3)		105.29
Outstanding at end of the period	52	$	116.29	51	$	91.98	53	$	157.80	51	$	112.43

The Company withheld ~~0.0 million~~6,814 and 4,718 shares of the Company’s common stock to cover minimum tax liability withholding obligations upon the vesting of shares of restricted stock for the ~~nine~~three months ended ~~September 30,~~March 31, 2021 and 2020, ~~and 2019.~~respectively. The total fair value of restricted stock awards vested during the ~~nine~~three months ended ~~September 30,~~March 31, 2021 and 2020 ~~and 2019~~ was ~~$3.4~~$3.9 million and ~~$4.1~~$2.2 million, respectively.

The total share-based compensation charged against income was ~~$2.1~~$2.2 million and ~~$1.2~~$1.0 million during the three months ended ~~September 30,~~March 31, 2021 and 2020, ~~and 2019, respectively, and $4.2 million and $3.4 million during the nine months ended September 30, 2020 and 2019,~~ respectively. The total costs of the options and restricted stock awards charged against income was ~~$1.0~~$0.9 million and $0.7 million during the three months ended ~~September 30,~~March 31, 2021 and 2020, ~~and 2019, respectively, and $2.5 million and $2.2 million during the nine months ended September 30, 2020 and 2019.~~respectively. Included for the three ~~and nine~~ months ended ~~September 30,~~March 31, 2021 and 2020 was ~~$0.5~~$0.7 million and ~~$0.8~~$0.2 million, respectively, for 16,637 ~~performance-based contingent shares and for the three and nine months ended September 30, 2019 was $0.2 million and $0.5 million, respectively, for 17,780~~ performance-based contingent shares for certain key executives granted in 2019. Also included for the three ~~and nine~~ months ended ~~September 30,~~March 31, 2021 and 2020 was ~~$0.6~~$0.5 million and ~~$0.9~~$0.1 million, respectively, for 27,525 and 25,738 performance-based contingent shares for certain key executives granted in ~~2020.~~2020, respectively. Additionally, included for the three ~~and nine~~ months ended ~~September 30, 2019~~March 31, 2021 was $0.1 million ~~and $0.2 million, respectively,~~ for ~~63,300~~14,232 performance-based ~~deferred~~contingent shares for certain key executives ~~and $0.2 million and $0.5 million, respectively, for 210,000 performance-based contingent shares~~ granted ~~to our Chief Executive Officer. These 273,300~~ ~~performance-based shares were fully vested on December 31, 2019.~~in 2021.

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The total income tax benefit recognized in the Condensed Consolidated Statements of Income for restricted stock awards was ~~$0.3~~$1.2 million and $0.2 million for the three months ended ~~September 30,~~March 31, 2021 and 2020, ~~and 2019, respectively, and was $0.9 million and $1.5 million for the nine months ended September 30, 2020 and 2019,~~ respectively.

There was ~~$4.6~~$6.8 million of total unrecognized compensation cost related to restricted stock awards as of ~~September 30, 2020,~~March 31, 2021, which is expected to be recognized over a weighted-average period of ~~1.8~~2.4 years. There was ~~$4.8~~$8.3 million of

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unrecognized compensation cost related to the ~~44,162~~58,394 performance-based shares discussed above as of ~~September 30, 2020,~~March 31, 2021, which is expected to be recognized over ~~2.0~~2.1 years.

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 0t have any finance leases as of ~~September 30,~~March 31, 2021 and December 31, 2020, ~~and 2019,~~ respectively, or for the ~~nine-month~~three-month periods ~~then~~ ended March 31, 2021 and 2020, respectively.

Our leases relating to office and warehouse space have lease terms of 19 to 122 months. Our leases relating to equipment have lease terms of 6024 to 203 months,, with ~~some of them~~certain leases having clauses relating to automatic renewal.

The Company’s warehouse ~~agreement~~agreements also ~~contains~~contain 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 ~~$0.9~~$1.0 million and ~~$0.7~~$0.8 million for the three months ended ~~September 30,~~March 31, 2021 and 2020, ~~and 2019, respectively, and was $2.6 million and $2.1 million for the nine months ended September 30, 2020 and 2019,~~ respectively.

Supplemental cash flow information related to the Company’s operating leases ~~were~~was as follows (in thousands):


	Nine months ended September 30,				Three months ended March 31,
	2020		2019		2021		2020

Cash paid for amounts included in the measurements of lease liabilities
Operating cash flow used in operating leases	$	2,778	$	2,121	$	1,002	$	906

Right-of-use assets obtained in exchange for lease obligations
Operating leases	$	887	$	1,490	$	11	$	-

As of ~~September 30, 2020,~~March 31, 2021, the weighted average remaining lease term was ~~3.9~~3.5 years and the weighted average discount rate was 3.5%.

The following table presents the maturity of the Company’s operating lease liabilities as of ~~September 30, 2020~~March 31, 2021 (in thousands):

2020 (excluding the nine months ended September 30, 2020)

$
1,052
2021

3,991
2022

3,397
2023

1,851
2024

1,234
Thereafter

1,452
Total lease payments

$
12,977
Less: imputed interest

(879)
Total

$
12,098


2021 (excluding the three months ended March 31, 2021)	$	2,998
2022		3,400
2023		1,851
2024		1,234
2025		1,248
Thereafter		203
Total lease payments	$	10,934
Less: imputed interest		(680)
Total	$	10,254

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6. ACCUMULATED OTHER COMPREHENSIVE INCOME

The following table sets forth the components of accumulated other comprehensive income, net of tax where applicable (in thousands):


	September 30, 2020		December 31, 2019		March 31, 2021		December 31, 2020

Foreign currency translation	$	(4)	$	(1)	$	56	$	(22)
Unrealized gains on investment securities		101		26		47		63
Accumulated other comprehensive income	$	97	$	25	$	103	$	41

7. FINANCIAL INSTRUMENTS

Certain financial assets and liabilities are accounted for at fair value, which is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The following fair value hierarchy prioritizes the inputs used to measure fair value:

Level 1 – Quoted prices are available in active markets for identical assets or liabilities as of the reporting date. Active markets are those in which transactions for the asset or liability occur in sufficient frequency and volume to provide pricing information on an ongoing basis.

Level 2 – Pricing inputs are other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date. Level 2 includes those financial instruments that are valued using models or other valuation methodologies.

Level 3 – Pricing inputs include significant inputs that are generally less observable from objective sources. These inputs may be used with internally developed methodologies that result in management’s best estimate of fair value from the perspective of a market participant.

The following tables ~~represent~~present the Company’s cash and ~~the available-for-sale securities adjusted cost, gross unrealized losses and~~financial assets that are measured at fair value ~~by significant investment category recorded as cash and cash equivalents or investment securities~~on a recurring basis for each of the hierarchy levels (in thousands):


	September 30, 2020												March 31, 2021
		Cost		Unrealized Gains		Accrued Interest		Estimated Fair Value		Cash & Cash Equivalents		Investment Securities		Cost		Unrealized Gains		Accrued Interest		Estimated Fair Value		Cash & Cash Equivalents		Investment Securities

Cash	$	155,210	$	-	$	-	$	155,210	$	155,210	$	-	$	198,186	$	-	$	-	$	198,186	$	198,186	$	-

Level 1:
Money market accounts		1,276		-		-		1,276		1,276		-		7,845		-		-		7,845		7,845		-
Government & agency securities		2,829		55		12		2,896		-		2,896		2,828		36		11		2,875		-		2,875
		4,105		55		12		4,172		1,276		2,896		10,673		36		11		10,720		7,845		2,875

Level 2:
Municipal bonds		10,350		56		131		10,537		-		10,537		3,942		35		31		4,008		-		4,008

Total	$	169,665	$	111	$	143	$	169,919	$	156,486	$	13,433	$	212,801	$	71	$	42	$	212,914	$	206,031	$	6,883

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	December 31, 2019												December 31, 2020
		Cost		Unrealized Gains		Accrued Interest		Estimated Fair Value		Cash & Cash Equivalents		Investment Securities		Cost		Unrealized Gains		Accrued Interest		Estimated Fair Value		Cash & Cash Equivalents		Investment Securities

Cash	$	36,593	$	-	$	-	$	36,593	$	36,593	$	-	$	159,754	$	-	$	-	$	159,754	$	159,754	$	-

Level 1:
Certificate of deposit		35,000		-		-		35,000		35,000		-
Money market accounts		5,381		-		-		5,381		5,381		-		3,969		-		-		3,969		3,969		-
Government & agency securities		2,832		2		-		2,834		-		2,834		2,829		45		-		2,874		-		2,874
		43,213		2		-		43,215		40,381		2,834		6,798		45		-		6,843		3,969		2,874

Level 2:
Municipal bonds		12,610		34		226		12,870		-		12,870		7,689		42		147		7,878		-		7,878

Total	$	92,416	$	36	$	226	$	92,678	$	76,974	$	15,704	$	174,241	$	87	$	147	$	174,475	$	163,723	$	10,752

The Company had 0 realized losses or gains for the three ~~and nine~~ months ended ~~September 30,~~March 31, 2021 and 2020, ~~and 2019,~~ respectively. ~~As of September 30, 2020 and 2019, gross unrealized losses and gains related to individual securities that had been in a continuous loss position for 12 months or longer were not significant.~~ The maturities of the Company’s investment securities generally range up to 32 years for municipal bonds and for government and agency securities.

8. SUBSEQUENT EVENT

Credit Agreement

On April 13, 2021, the Company and certain of its subsidiaries (collectively, the “Guarantors”) entered into a credit agreement (the “Credit Agreement”; capitalized terms used herein and not otherwise defined are used as defined in the Credit Agreement) among the Company, the Guarantors, the lenders party thereto and Citibank, N.A., in its capacity as administrative agent. The Credit Agreement provides for a $125.0 million senior secured revolving credit facility with a $20.0 million letter of credit sublimit. The Credit Agreement also provides for an uncommitted incremental facility that permits the Company, subject to certain conditions, to increase the senior secured revolving credit facility by up to $100.0 million. The Credit Agreement matures on April 13, 2026.

The Company’s obligations under the Credit Agreement are guaranteed by the Guarantors. The obligations of the Company and the Guarantors are secured by first-priority liens on substantially all of the assets of the Company and the Guarantors, subject to certain exceptions.

Under the Credit Agreement, the Company will pay to the administrative agent for the account of each revolving lender a commitment fee on a quarterly basis based on amounts committed but unused under the revolving facility from 0.20 to 0.40% per annum depending on the Company’s Total Net Leverage Ratio, as defined in the Credit Agreement. The Company is also obligated to pay the administrative agent customary fees for credit facilities of this size and type.

Revolver borrowings under the Credit Agreement bear interest at a rate per annum equal to (i) the Adjusted LIBOR Rate for the Interest Period therefor plus the Applicable Rate based on the Company’s Total Net Leverage Ratio (with customary provisions under the Credit Agreement providing for the replacement of LIBOR with a successor rate) or (ii) the Alternate Base Rate as in effect from time to time plus the Applicable Rate based on the Company’s Total Net Leverage Ratio. As of the Effective Date, the Applicable Rate for Eurodollar Loans is 1.25% per annum and the Applicable Rate for ABR Loans is 0.25% per annum.

The Credit Agreement contains affirmative and negative covenants customarily applicable to senior secured credit facilities, including covenants that, among other things, limit or restrict the ability of the Company and its subsidiaries, subject to negotiated exceptions, to incur additional indebtedness and additional liens on their assets, engage in mergers or acquisitions or dispose of assets, pay dividends or make other distributions, voluntarily prepay other indebtedness, enter

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into transactions with affiliated persons, make investments and change the nature of their businesses. The Credit Agreement also contains customary events of default, subject to thresholds and grace periods, including, among others, payment default, covenant default, cross default to other material indebtedness and judgment default. In addition, the Credit Agreement requires the Company to maintain a Total Net Leverage Ratio of no more than 3.00 to 1.00 and an Interest Coverage Ratio of at least 3.50 to 1.00.

The Company has no borrowings under the Credit Agreement as of the date of this report.

Recently Issued Accounting Pronouncements – Pending Adoption

In March 2020, the FASB issued ASU 2020-04, "Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting." The amendments provide optional guidance for a limited time to ease the potential burden in accounting for reference rate reform. The new guidance provides optional expedients and exceptions for applying accounting principles under GAAP to contracts, hedging relationships and other transactions affected by reference rate reform if certain criteria are met and to other derivative instruments if there is a change to the interest rates used for discounting, margining or contract price alignment. These amendments are effective immediately and may be applied prospectively to contract modifications made and hedging relationships entered into or evaluated on or before December 31, 2022. We are currently evaluating our contracts and the optional expedients provided by the new standard as it pertains to the Credit Agreement previously described.

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Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF ~~OPERATIONS.~~OPERATIONS

Note Regarding Forward-Looking Statements

~~This~~Certain information in this report contains ~~information that may constitute “forward-looking statements”~~"forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, ~~and~~ Section 21E of the Securities Exchange Act of 1934, as ~~amended. Generally,~~amended, and the ~~words “believe,” “expect,” “intend,” “estimate,”~~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,” ~~“project,” “will,” and~~“expects” or other similar ~~expressions, which~~words or the negative of such terminology. Similarly, descriptions of Medifast's objectives, strategies, plans, goals or targets contained herein are ~~not historical in nature, identify~~also considered forward-looking statements. However, the absence of these words or expressions does not necessarily mean that a statement is not forward-looking. All statements that address operating performance, events or developments that we expect or anticipate will occur in the future, including statements relating to future operating results, are forward-looking statements. Management believes that these forward-lookingThese statements are ~~reasonable as and when made. However, caution should be taken not to place undue reliance~~based on ~~any such forward-looking statements because such statements speak only as~~the current expectations of the ~~date when made. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result~~management of ~~new information, future events or otherwise, except as required by law. In addition, forward-looking statements~~Medifast and are subject to certain events, risks, uncertainties and ~~uncertainties that could cause actual results to differ materially from our historical experience and our present expectations or projections.~~other factors. These risks and uncertainties include, but are not limited to, those described in our ~~2019~~2020 Form 10-K, ~~the~~this Form 10-Q ~~for the Quarter ended March 31, 2020 and the Form 10-Q for the Quarter ended June 30, 2020,~~ and those described from time to time in our future reports filed with the SEC. 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 report. All of the forward-looking statements contained herein speak only as of the date of this report.

The following discussion should be read in conjunction with the unaudited condensed consolidated financial statements and related notes appearing elsewhere herein.

Overview

Medifast is the global company behind one of the fastest-growing health and wellness communities, ~~called~~ OPTAVIA^®, which offers Lifelong Transformation, One Healthy Habit at a Time^®. Reflecting the success of ~~its~~our holistic approach to health and wellness, ~~for its clients, Medifast has~~we have consistently grown revenue ~~for~~over the past ~~three~~five years. Of equal importance, we expect our ~~business~~differentiated model ~~is expected~~ to deliver long-term growth in the foreseeable future.

Medifast has ~~redefined direct selling~~created a new business model by combining the ~~best~~most powerful aspects of ~~the model,~~direct selling, while eliminating those dimensions that have typically challenged other companies. Medifast is often compared to diet and weight loss-only companies or to multi-level marketing companies, but our model is ~~very~~ different. We employ a differentiated direct-to-consumer sales model in which 91.0% of our revenue comes from subscription-based meal-plan orders.

Our OPTAVIA brand offers a highly competitive and effective lifestyle solution centered on developing new healthy habits through smaller, foundational changes called micro-habits. The ~~Company supports~~program is built around four key components:

●

Independent OPTAVIA Coaches: Provide individualized support and guidance to clients on the path to optimal health and wellbeing.

●

OPTAVIA Community:A Community of like-hearted people providing each other with real-time connection and support.

●

The Habits of Health® Transformational System: A proprietary system which offers easy steps to a sustainably healthy lifestyle.

●

Products & Plans: Clinically proven plans and scientifically developed products, called “Fuelings,” backed by dietitians, scientists and physicians.

We help clients achieve their health goals through a network of more than 52,000 independent OPTAVIA Coaches, ~~the majority~~90.0% of whom were clients ~~first.~~ first, and have impacted 2.0 million lives to date. OPTAVIA Coaches introduce clients to a set of healthy habits, in most cases starting with the habit of healthy eating, and offer exclusive OPTAVIA-branded nutritional products, or Fuelings. Fuelings are nutrient-dense, portion-controlled, nutritionally interchangeable and simple to use. They are formulated with high-quality ingredients and are fortified with probiotic cultures, vitamins and minerals, as well as other nutrients essential for good health. Our products support the process of integrating healthy habits into our clients’ day-to-day lives.

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The OPTAVIA coaching model is client-centric and boasts an energized health and wellness community. It promotes holistic health and wellness and positions healthy weight as a catalyst to greater lifestyle changes. OPTAVIA Coaches provide personalized support to clients and motivate them by sharing their passion for healthy living and lifestyle transformation. We believe this personal coaching is an essential factor in client success based on findings from a clinical study published in Obesity Science and Practice in 2018, which validated the OPTAVIA model when its meal plan was combined with education and support consistent with that provided by OPTAVIA Coaches.

The entrepreneurial spirit of our OPTAVIA Coaches is another key to our success, as they create a continuous cycle of growth, activating new clients, many of whom go on to become OPTAVIA Coaches. We offer economic incentives designed to support each OPTAVIA Coach’s long-term success, which we believe plays an important role in their financial wellness, providing the opportunity to improve their finances while changing the health trajectory of families, communities and generations.¹

OPTAVIA Coaches are independent contractors, not employees, who support clients and market our products and services primarily through word of mouth, email and via social media channels such as Facebook, Instagram, Twitter and video conferencing platforms. As entrepreneurs, OPTAVIA Coaches market our products to friends, family and other acquaintances. OPTAVIA products are shipped directly to OPTAVIA clients who are working with an OPTAVIA Coach. OPTAVIA Coaches do not handle or deliver merchandise to clients. This arrangement frees our OPTAVIA Coaches from having to manage inventory and allows them to maintain an arms-length transactional relationship while focusing their attention on support and encouragement.

We are one of the fastest growing health and wellness companies in the United States, with a large and growing market opportunity. Our scalable coach-based approach drives both client success and growth. We believe our continued investment in fostering a robust community around our OPTAVIA brand and our OPTAVIA Coaching Model will continue to drive a sustainable, repeatable business rhythm focused on our mission of offering the world Lifelong Transformation, One Healthy Habit at a Time.

Our operations are conducted through our wholly owned subsidiaries, Jason Pharmaceuticals, Inc., OPTAVIA, LLC, Jason Enterprises, Inc., Jason Properties, LLC, Medifast Franchise Systems, Inc., ~~Medifast Nutrition, Inc.,~~ Seven Crondall Associates, LLC, Corporate Events, Inc., OPTAVIA (Hong Kong) Limited, OPTAVIA (Singapore) PTE. LTD and OPTAVIA Health Consultation (Shanghai) Co., Ltd.

~~We sell a variety of weight loss, weight management and healthy living products all based on our proprietary formulas under the Medifast~~^®, ~~OPTA~~~~VIA, Thrive by Medifast, Optimal Health by Take Shape for Life, and Flavors of Home~~^® brands. Our product line includes more than 145 consumable options, including, but not limited to, bars, bites, pretzels, puffs, cereal crunch, drinks, hearty choices, oatmeal, pancakes, puddings, soft serve, shakes, smoothies, soft bakes, and soups. The Thrive by Medifast and Optimal Health by Take Shape for Life lines include a variety of specially formulated bars, shakes, and smoothies for those who are maintaining their weight for long-term healthy living. We identify opportunities to expand our product line by regularly surveying our clients and studying industry and consumer trends. This allows us to introduce new, high quality products that we expect to meet consumer demand.

Our nutritional products are formulated with high-quality ingredients. Products include individually portioned, calorie- and carbohydrate-controlled meal replacements that share a similar nutritional footprint and provide a balance of protein and good carbohydrates. Our meal replacements are also fortified to contain vitamins and minerals, as well as other

~~Table of Contents~~

~~nutrients essential for good health. We offer our~~ ~~OPTA~~~~VIA clients exclusive~~ ~~OPTA~~~~VIA-branded nutritional products, or “Fuelings,” and also offer a variety of other weight loss, weight management, and healthy living products under other brands.~~ ~~OPTA~~~~VIA Fuelings come in a variety of flavors that appeal to a broad variety of tastes. Our products are nutrient-dense, portion-controlled, nutritionally interchangeable and simple to use.~~

~~OPTA~~~~VIA is a highly effective lifestyle solution for people for whom diets alone have failed. Habits of Health~~^®~~, encompasses our community of~~ ~~OPTA~~~~VIA Coaches, our~~ ~~OPTA~~~~VIA health and wellness programs, and our proprietary~~ ~~OPTA~~~~VIA-branded products. This approach developed by~~ ~~OPTA~~~~VIA co-founder and independent~~ ~~OPTA~~~~VIA Coach, Dr. Wayne Scott Andersen, combines clinically proven plans with scientifically developed products and the ongoing support of~~ ~~OPTA~~~~VIA Coaches. The~~ ~~OPTA~~~~VIA integrated coaching model is centered around providing focused, individualized attention to our clients. Our~~ ~~OPTA~~VIA Coaches provide the support and encouragement for clients to successfully learn and adopt a more healthy lifestyle. This clinically-proven plan translates into better client results when compared to programs that leave individuals to adopt and maintain healthy habits on their own. Our clients receive personalized attention from our ~~OPTA~~VIA Coaches who share, educate, motivate and pass along their passion for healthy living. We believe this personal, direct-sales and service strategy is optimal for activating and supporting our clients. In a clinical study published in ~~Obesity Science and Practice~~ ~~in 2018, the~~ ~~OPTA~~~~VIA model’s effectiveness was validated when its meal plan was combined with education and support from~~ ~~OPTA~~~~VIA Coaches.~~

~~Our~~ ~~OPTA~~VIA Coaches are independent contractors, not employees, who support our clients and market our products and services primarily through word of mouth, email and via social media channels such as Facebook, Instagram, Twitter and video conferencing platforms. As direct-sales entrepreneurs, ~~OPTA~~~~VIA Coaches market our products to friends, family and other acquaintances with whom they have established strong relationships.~~

~~The entrepreneurial success of our~~ ~~OPTA~~~~VIA Coaches is the key to our success. We are focused on scaling our~~ ~~OPTA~~VIA Integrated Coaching Model by offering economic incentives that are attractive to independent entrepreneurs and reflective of the new “gig economy.” Our successful clients frequently become enthusiastic health and wellness advocates themselves and may choose to become ~~OPTA~~~~VIA Coaches. This process of clients becoming~~ ~~OPTA~~~~VIA Coaches underpins our growth.~~

As we previously disclosed, global expansion is an important component of our long-term growth strategy. In July 2019, we commenced our international operations, entering into the Asia Pacific markets of Hong Kong and Singapore. ~~The Company outsources a distribution center in Hong Kong to give the Company adequate product distribution capacity for the foreseeable future.~~ Our decision to enter these markets was based on industry market research that reflects a dynamic shift in how health care is being prioritized and consumed in those countries. The Company outsources a distribution center in Hong Kong to give the Company adequate product distribution capacity for the foreseeable future in these markets.

COVID-19 Update

~~In December 2019, a~~A novel strain of coronavirus (“COVID-19”) ~~was identified~~surfaced in ~~Asia. Over~~late 2019 and has spread around the ~~next several months, COVID-19 quickly spread across~~world, including to the ~~world.~~United States. In March 2020, the World Health Organization declared COVID-19 a worldwide pandemic. As of ~~October 2020,~~April 2021, the virus continues to spread ~~infecting more than 40 million people worldwide,~~ and ~~impacting~~has had a significant impact on worldwide economic ~~activity.~~ activity and on macroeconomic conditions.

In response to the pandemic, many governments implemented policies intended to stop or slow the further spread of the disease, such as social distancing guidelines, shelter-in-place orders and ~~shelter-in-place orders. This has resulted~~other measures in response to the COVID-19

¹OPTAVIA makes no guarantee of financial success. Success with OPTAVIA results from successful sales efforts, which require hard work, diligence, skill, persistence, competence, and leadership. Please see the OPTAVIA Income Disclosure Statement (http://bit.ly/idsOPTAVIA) for statistics on actual earnings of Coaches.

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pandemic. Nutritional supplements and health foods have been designated critical/essential infrastructure in the ~~temporary closure~~U.S. As a manufacturer and distributer of ~~schools~~these products our manufacturing and ~~non-essential businesses. Because the Company sells products that are essential~~distribution facilities remain fully operational to ~~the daily lives of consumers,~~date and we have not experienced any meaningful disruption to our worldwide supply chain. The Company’s priorities during the COVID-19 pandemic ~~has not had a material impact~~continue to be protecting the health and safety of our ~~consolidated operating results for the nine-month period ended September 30, 2020.~~ employees and OPTAVIA Coaches, and their families and we have undertaken numerous steps and instituted additional precautions to protect their safety and well-being, including:

●

instituting enhanced safety protocols, limited visitation to our plant and distribution center and rolling out additional sick leave (crisis pay) for our onsite essential employees;

●

successfully implementing a work-from-home plan for all non-essential employees to comply with guidelines from government and health officials and also extended crisis pay;

●

changing the July 2020 OPTAVIA convention from a live event to a virtual event;

●

prioritizing production to our highest volume products limiting our stock keeping unit (“SKU”) assortment to ensure that we are able to meet anticipated product demand across core items;

●

providing additional health and safety precautions in our headquarters, manufacturing and distribution centers, including use of personal protective equipment and frequent hand sanitization; and

●

process controls in relation to social distancing, visitors, travel and quarantine.

~~While~~

Vaccines are available in various countries and distribution of the vaccine also varies by country and in the U.S. by state. The duration and severity of this COVID-19 pandemic is uncertain, and the extent to which the pandemic ultimately impacts the Company’s business, financial condition, results of operations, cash flows, and liquidity may differ from management’s current estimates. ~~The difference is due~~Factors that could cause actual results to differ from management’s estimates include inherent uncertainties regarding the duration and further spread of the outbreak, its severity, government actions taken to contain the virus or treat its impact, changes in consumer behavior resulting from the pandemic and how quickly and to what extent normal economic and operating conditions can resume. These uncertainties make it challenging for our management to estimate our future business performance. However, we continue to actively monitor the impact of COVID-19 and related developments on our business.

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Although the COVID-19 pandemic has impacted our business operations in multiple ways, our manufacturing facility remains fully operational to date and we have not experienced any meaningful disruption to our worldwide supply chain. Additionally, nutritional supplements and health foods have been designated critical/essential infrastructure in the U.S. and, as such, we have continued to actively manufacture and distribute our products in our markets around the world. We will continue to communicate with our supply chain partners to identify and mitigate risk and to manage inventory levels. While our manufacturing and distribution employees continue to work on site, they are following additional health and safety guidelines. In response to the public health crisis posed by COVID-19, we took numerous actions, including:

●

~~successfully implementing a work-from-home plan for all non-essential employees to comply with guidelines from government and health officials;~~

●

~~changing this year’s~~ ~~OPTA~~~~VIA convention from a live event in July to a virtual event;~~

●

~~prioritizing production to our highest volume products limiting our stock keeping unit (“SKU”) assortment to ensure that we are able to meet anticipated product demand across core items;~~

●

~~employing incentives and promotions to help~~ ~~OPTA~~~~VIA Coaches adjust to the adverse effect of overall economic conditions and the nationwide actions taken to control the spread of the virus;~~

●

~~providing additional health and safety precautions in our headquarters, manufacturing and distribution centers, including use of personal protective equipment and frequent sanitization;~~

●

~~process controls in relation to social distancing, visitors, travel and quarantine.~~

~~The Company’s priorities during the COVID-19 pandemic continue to be protecting the health and safety of our employees and their families,~~ ~~OPTA~~VIA Coaches; maximizing the availability of products that help consumers with their needs; and the use of our employees’ talents and our resources to help society meet and overcome the current challenges. The senior management team meets regularly to review and assess the status of the Company’s operations and health and safety of its various constituencies, and will continue to proactively respond to the situation and communicate with our supply chain partners to identify and mitigate risk and to manage inventory levels. The Company may take further actions that alter ~~the Company’s~~its business operations as may be required by governmental authorities, or that are determined to be in the best interests of employees, OPTAVIA Coaches and consumers.

These uncertainties make it challenging for our management to estimate our future business performance. However, we intend to continue to actively monitor the impact of COVID-19 and related developments on our business.

Critical Accounting Policies and Estimates

Our unaudited condensed consolidated financial statements are prepared in accordance with GAAP. Our significant accounting policies are described in Note 1 to the unaudited condensed consolidated financial statements included in this report. We consider all of our significant accounting policies and estimates to be critical.

The preparation of our financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the reporting period. Management develops, and changes periodically, these estimates and assumptions based on historical experience and on various other factors that are believed to be reasonable under the circumstances. Actual results may differ from these estimates under different assumptions or conditions.

1716

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Overview of Results of Operations

Our product sales accounted for ~~98%~~approximately 98.0% of our revenues for each of the three months ended March 31, 2021 and ~~nine months ended September 30, 2020 and 2019, respectively.~~2020.

The following tables reflect our income statements (in thousands, except percentages):


	Three months ended September 30,							Three months ended March 31,
	2020		2019		$ Change		% Change	2021		2020		$ Change		% Change

Revenue	$	271,470	$	190,061	$	81,409	42.8%	$	340,669	$	178,461	$	162,208	90.9%
Cost of sales		67,434		47,128		(20,306)	(43.1%)		92,122		43,221		(48,901)	(113.1)%
Gross profit		204,036		142,933		61,103	42.7%		248,547		135,240		113,307	83.8%

Selling, general, and administrative		159,477		122,671		(36,806)	(30.0%)		195,748		111,707		(84,041)	(75.2)%

Income from operations		44,559		20,262		24,297	119.9%		52,799		23,533		29,266	124.4%

Other income
Interest income, net		44		324		(280)	(86.4%)		23		110		(87)	(79.1)%
Other income (expense)		30		(3)		33	(1100.0%)		19		(19)		38	(200.0)%
		74		321		(247)	(76.9%)		42		91		(49)	(53.8)%

Income from operations before income taxes		44,633		20,583		24,050	116.8%		52,841		23,624		29,217	123.7%

Provision for income tax		10,180		4,681		(5,499)	(117.5%)		11,778		5,147		(6,631)	(128.8)%

Net income	$	34,453	$	15,902	$	18,551	116.7%	$	41,063	$	18,477	$	22,586	122.2%

% of revenue
Gross profit		75.2%		75.2%					73.0%		75.8%
Selling, general, and administrative costs		58.7%		64.5%
Selling, general, and administrative									57.5%		62.6%
Income from operations		16.4%		10.7%					15.5%		13.2%
Income from operations before income taxes		16.4%		10.8%					15.5%		13.2%

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Nine months ended September 30,

2020

2019

$ Change

% Change

Revenue

$
669,930

$
543,040

$
126,890

23.4%
Cost of sales

171,354

134,250

(37,104)

(27.6%)
Gross Profit

498,576

408,790

89,786

22.0%

Selling, general, and administrative

402,385

336,458

(65,927)

(19.6%)

Income from operations

96,191

72,332

23,859

33.0%

Other income

Interest income, net

212

1,061

(849)

(80.0%)
Other income (expense)

12

(11)

23

(209.1%)

224

1,050

(826)

(78.7%)

Income from operations before income taxes

96,415

73,382

23,033

31.4%

Provision for income taxes

21,550

15,347

(6,203)

(40.4%)

Net income

$
74,865

$
58,035

$
16,830

29.0%

% of revenue

Gross Profit

74.4%

75.3%

Selling, general, and administrative costs

60.1%

62.0%

Income from Operations

14.4%

13.3%

Income from operations before income taxes

14.4%

13.5%

Revenue: Revenue increased ~~$81.4~~$162.2 million, or ~~42.8%~~90.9%, to ~~$271.5~~$340.7 million for the three months ended ~~September 30, 2020~~March 31, 2021 from ~~$190.1~~$178.5 million for the three months ended ~~September 30, 2019. The total number of active earning~~ ~~OPTA~~~~VIA Coaches for the three months ended September 30, 2020 increased to 42,100 from 32,200 for the corresponding period in 2019, an increase of 30.7%.~~March 31, 2020. The average revenue per active earning OPTAVIA Coach was ~~$6,329~~$6,454 for the three months ended ~~September 30, 2020~~March 31, 2021 compared to ~~$5,715~~$5,333 for the three months ended ~~September 30, 2019.~~March 31, 2020. Increase in the productivity per active earning OPTAVIA Coach for the quarter was driven by an increase in both the number of clients supported by each Coach as well as an increase in average client spend. ~~Revenue increased $126.9 million, or 23.4%, to $669.9 million for the nine months ended September 30, 2020 from $543.0 million for the nine months ended September 30, 2019. This increase~~The year-over-year growth in revenue ~~for the quarter and nine months ended September 30, 2020~~ resulted from ~~temporary program initiatives which drove~~ more clients ~~to be on~~participating in our ~~plans, aided by the ongoing transition of clients to higher priced~~ Optimal Weight 5 & 1 Plan^®. OPTA~~VIA-branded products.~~ ~~OPTA~~VIA-branded products represented ~~83.0%~~88.9% of consumable units sold for the three months ended ~~September 30, 2020~~March 31, 2021 compared to ~~78.0%~~79.0% for the corresponding period in ~~2019~~2020. Consistent with business and ~~82.0%~~brand strategy, the Company decided to sunset the Medifast-branded product line by the end of ~~consumable units sold for~~ the ~~nine months ended September 30, 2020 compared to 76.0% for the corresponding period in 2019.~~second quarter of 2021.

Costs of sales: Cost of sales increased ~~$20.3~~$48.9 million, or ~~43.1%~~113.1%, to ~~$67.4~~$92.1 million for the three months ended ~~September 30, 2020~~March 31, 2021 from the corresponding period in ~~2019 and increased $37.1 million, or 27.6%, to $171.4 million for the nine months ended September 30, 2020 from the corresponding period in 2019.~~2020. The increase in cost of sales was primarily driven by an increase in OPTAVIA product ~~sales.~~

~~Gross profit:~~ ~~For the three months ended September 30, 2020, gross profit increased $61.1 million, or 42.7%, to $204.0 million from the corresponding period in 2019. As a percentage of~~ sales, ~~gross margin remained flat at 75.2% for the three months ended September 30, 2020~~higher product costs and shipping costs, as ~~compared~~well as inventory write-offs related to the ~~corresponding period~~sunset of Medifast-branded product line. Acceleration of demand in ~~2019. For~~OPTAVIA-branded products led to the ~~nine months ended September 30, 2020, gross profit~~increase in the Company’s use of co-manufacturers and the increased ~~$89.8 million, or 22.0%,~~need to ~~$498.6 million from the corresponding period~~provide expedited shipments of our products to keep customer experience at acceptable levels in ~~2019. As a percentage~~advance of ~~sales, gross margin decreased 90 basis points to 74.4% for the nine months ended September~~our fulfillment capacity being fully on-line, both of these items increased costs.

1917

Table of Contents

~~30, 2020~~Gross profit: For the three months ended March 31, 2021, gross profit increased $113.3 million, or 83.8%, to $248.5 million from ~~75.3% for~~ the corresponding period in ~~2019.~~2020. As a percentage of revenue, gross profit decreased 280 basis points to 73.0% for 2021 from 75.8% for 2020. The decrease in gross ~~margin~~profit as a percentage ~~for the year-to-date periods~~of revenue was primarily ~~the result of promotional activity~~driven by higher product costs and shipping costs, as well as ~~higher production~~obsolescence costs ~~in 2020.~~ associated with the sunset of Medifast-branded product line.

Selling, general, and administrative: Selling, general, and administrative (“SG&A”) expenses were ~~$159.5~~$195.7 million for the three months ended ~~September 30, 2020,~~March 31, 2021, an increase of ~~$36.8~~$84.0 million, or ~~30.0%~~75.2%, as compared to ~~$122.7~~$111.7 million from the corresponding period in ~~2019.~~2020. As a percentage of ~~sales,~~revenue, SG&A expenses were ~~58.7%~~57.5% as compared to ~~64.5%~~62.6% for the three months ended ~~September 30,~~March 31, 2021 and 2020, ~~and 2019, respectively. SG&A expenses included research and development (“R&D”) costs of $0.8 million and $0.6 million for the three months ended September 30, 2020 and 2019,~~ respectively. The ~~$36.8~~$84.0 million increase in SG&A for the quarter was primarily due to higher OPTAVIA commission expense, ~~as a result of growth in~~ ~~OPTA~~~~VIA sales,~~ increased salaries and benefits related expenses ~~partially offset by a decrease in sales~~for employees and ~~marketing expenses. For the nine months ended September 30, 2020,~~increased credit card fees resulting from higher sales. SG&A expenses ~~increased $65.9~~included research and development (“R&D”) costs of $1.0 million ~~or 19.6%, to $402.4 million from $336.5~~and $0.5 million for the ~~corresponding period in 2019. SG&A expenses included $1.9 million and $1.8 million in R&D costs for the nine~~three months ended ~~September 30,~~March 31, 2021 and 2020, ~~and 2019,~~ respectively. As a percentage of sales, SG&A expenses were 60.1% for the nine months ended September 30, 2020 as compared to 62.0% for the corresponding period in 2019. The $65.9 million increase in SG&A for the nine months ended September 30, 2020 was primarily due to higher ~~OPTA~~~~VIA commission expense as a result of growth in~~ ~~OPTA~~VIA sales, incremental professional service costs in connection with the Schedule 13D filing and increased salaries and benefits related expenses partially offset by sales and marketing expenses. For the nine months ended September 30, 2020, Non-GAAP adjusted SG&A expenses increased $58.9 million to $395.3 million and Non-GAAP adjusted SG&A as a percentage of revenue decreased 300 basis points year-over-year to 59.0%. Non-GAAP adjusted SG&A excludes expenses in connection with the Schedule 13D filing of $5.8 million and severance related costs of $1.2 million resulting from the departure of the Company's previous Chief Financial Officer.

OPTAVIA commission expense, which is a variable expense, increased ~~$37.7~~$71.9 million, or ~~48.8%~~96.7%, to ~~$114.9~~$146.2 million for the three months ended ~~September 30, 2020~~March 31, 2021 from ~~$77.2~~$74.3 million for the corresponding period in ~~2019. For the nine months ended September 30, 2020,~~ ~~OPTA~~~~VIA commission expense increased $57.5 million, or 25.7%, to $281.2 million from $223.7 million for the corresponding period in 2019.~~2020. The increase was primarily the result of increasedOPTAVIA product sales. As OPTAVIA revenue increased as a portion of the Company’s total sales mix, the commission rate as a percentage of revenue increased ~~170~~130 basis points to ~~42.3%~~42.9% for the ~~third~~first quarter of ~~2020~~2021 compared to ~~40.6% for the third quarter last year and increased 80 basis points to 42.0% for the nine months ended September 30, 2020 compared to 41.2%~~41.6% for the corresponding ~~period in 2019.~~quarter last year. This trend is ~~an outcome~~the result of the success we are experiencing with our growing OPTAVIA ~~integrated coach model.~~Integrated Coach Model. The total number of active earning OPTAVIA Coaches for the three months ended March 31, 2021 increased to 52,500 from 32,600 for the corresponding period in 2020, an increase of 61.0%.

Income from operations: For the three months ended ~~September 30, 2020,~~March 31, 2021, income from operations increased ~~$24.3~~$29.3 million to ~~$44.6~~$52.8 million from ~~$20.3~~$23.5 million for the corresponding period in ~~2019~~2020 primarily as a result of increased gross profit partially offset by increased SG&A expenses. Income from operations as a percentage of ~~sales~~revenue was ~~16.4%~~15.5% and ~~10.7%~~13.2% for the three months ended ~~September 30,~~March 31, 2021 and 2020, ~~and 2019,~~ respectively. For the nine months ended September 30, 2020, income from operations increased $23.9 million to $96.2 million from $72.3 million for the corresponding period in 2019 primarily as a result of increased gross profit partially offset by increased SG&A expenses. Income from operations as a percentage of sales was 14.4% and 13.3% for the nine months ended September 30, 2020 and 2019, respectively. For the nine months ended September 30, 2020, Non-GAAP adjusted income from operations increased $30.9 million to $103.2 million and Non-GAAP adjusted income from operations as a percentage of revenue increased 210 basis points year-over-year to 15.4%.

Other income: For the three ~~and nine~~ months ended ~~September 30,~~March 31, 2021 and 2020, other income (including interest income) was ~~$0.1~~$0.0 million and ~~$0.2 million, respectively, and for the three and nine months ended September 30, 2019, other income (including interest income) was $0.3 million and $1.1~~$0.1 million, respectively.

Income from operations before income taxes: Income from operations before income taxes was ~~$44.6~~$52.8 million for the three months ended ~~September 30, 2020~~March 31, 2021 as compared to ~~$20.6~~$23.6 million for the three months ended ~~September 30, 2019,~~March 31, 2020, an increase of ~~$24.0~~$29.2 million. Income from operations before income taxes as a percentage of ~~sales~~revenue increased to ~~16.4%~~15.5% for the three months ended ~~September 30, 2020~~March 31, 2021 from ~~10.8%~~13.2% for the three months ended September 30, 2019. Income from operations before income taxes was $96.4 million for the nine months ended September 30, 2020 as compared to $73.4 million for the nine months ended September 30, 2019. Income from operations before income taxes as a

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~~percentage of sales increased to 14.4% for the nine months ended September 30, 2020 from 13.5% for the nine months ended September 30, 2019.~~March 31, 2020.

Provision for income tax: For the three months ended ~~September 30, 2020,~~March 31, 2021, the Company recorded ~~$10.2~~$11.8 million in income tax expense, an effective tax rate of ~~22.8%~~22.3%, as compared to ~~$4.7~~$5.1 million in income tax expense, an effective tax rate of ~~22.7%~~21.8%, for the three months ended ~~September 30, 2019.~~March 31, 2020. The slight increase in the effective tax rate was primarily driven by an increase in the state income tax rate and ~~a decrease in tax benefit~~limitations on the deductibility of ~~stock~~officer compensation ~~partially~~ offset by an increase in ~~R&D tax credit and a decrease in meals and entertainment. For~~ the nine months ended September 30, 2020, the Company recorded $21.6 million in income tax expense, an effective tax rate of 22.4%, as compared to $15.3 million in income tax expense, an effective tax rate of 20.9%, for the nine months ended September 30, 2019. The effective tax rate was negatively impacted by an increase in state income tax rate and a decrease in tax benefit of stock ~~compensation and in R&D tax credit, partially offset by a decrease in meals and entertainment.~~compensation.

Net income: Net income was ~~$34.5~~$41.1 million and ~~$74.9~~$18.5 million, or ~~$2.91~~$3.46 and ~~$6.32 per diluted share, for the three and nine months ended September 30, 2020 as compared to $15.9 million and $58.0 million, or $1.32 and $4.77~~$1.56 per diluted share, for the three months ended March 31, 2021 and ~~nine months ended September 30, 2019.~~2020, respectively. The period-over-period changes were driven by the factors described ~~above in the explanations from operations. Non-GAAP adjusted net income was $80.3 million or $6.78 per diluted share for the nine months ended September 30, 2020.~~

~~Non-GAAP Financial Measures~~

In an effort to provide investors with additional information regarding our results, we disclose various Non-GAAP financial measures in this Form 10-Q, 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 as 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.

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

Three months ended September 30,

Nine months ended September 30,

2020

2019

2020

2019

Selling, general, and administrative

$
159,477

$
122,671

$
402,385

$
336,458
Adjustments

Professional services for 13D Filing

-

-

5,811

-
Incremental severance costs

-

-

1,237

-
Non-GAAP Adjusted selling, general, and administrative

$
159,477

$
122,671

$
395,337

$
336,458

Three months ended September 30,

Nine months ended September 30,

2020

2019

2020

2019

Income from operations

$
44,559

$
20,262

$
96,191

$
72,332
Adjustments

Professional services for 13D Filing

-

-

5,811

-
Incremental severance costs

-

-

1,237

-
Non-GAAP Adjusted income from operations

$
44,559

$
20,262

$
103,239

$
72,332

Three months ended September 30,
Nine months ended September 30,

2020

2019

2020

2019

Net income

$
34,453

$
15,902

$
74,865

$
58,035
Adjustments, net of tax

Professional services for 13D Filing

-

-

4,512

-
Incremental severance costs

-

-

961

-
Non-GAAP Adjusted net income

$
34,453

$
15,902

$
80,338

$
58,035

Diluted earnings per share (1)

$
2.91

$
1.32

$
6.32

$
4.77
Impact for adjustments (1)

-

-

0.46

-
Non-GAAP Adjusted diluted earnings per share (1)

$
2.91

$
1.32

$
6.78

$
4.77

(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.above.

Liquidity and Capital Resources

The Company had stockholders’ equity of ~~$140.0~~$174.9 million and working capital of ~~$105.5~~$137.0 million at ~~September 30, 2020~~March 31, 2021 as compared with ~~$104.8~~$157.2 million and ~~$74.8~~$123.0 million at December 31, ~~2019,~~2020, respectively. The ~~$35.2~~$17.7 million net increase in stockholders’ equity reflects ~~$74.9~~$41.1 million in net income for the ~~nine~~three months ended ~~September 30, 2020~~March 31, 2021 offset by ~~$5.0~~$7.5 million spent on repurchases of the Company’s common stock and ~~$39.9~~$16.9 million for declared dividends paid to holders of the Company’s common stock as well as the other equity transactions described in the “Condensed Consolidated Statements of Changes in Stockholders’ Equity” included in our condensed consolidated financial statements included in this report. The Company declared a quarterly dividend of ~~$13.4 million, or $1.13~~$1.42 per share on March 18, 2021, to ~~holders~~stockholders of ~~the Company’s common stock~~record as of ~~September 22, 2020~~March 30, 2021 that will be paid in the ~~fourth~~second quarter of ~~2020.~~2021. While we intend to continue the dividend program and believe

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we will have sufficient liquidity to do so, we can provide no assurance that we will be able to continue to declare and pay dividends. The Company’s cash, cash equivalents and investment securities increased from ~~$92.7~~$174.5 million at December 31, ~~2019~~2020 to ~~$169.9~~$212.9 million at ~~September 30, 2020.~~March 31, 2021.

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Net cash provided by operating activities increased ~~$60.3~~$38.6 million to ~~$125.4~~$65.3 million for the ~~nine~~three months ended ~~September 30, 2020~~March 31, 2021 from ~~$65.1~~$26.7 million for the ~~nine~~three months ended ~~September 30, 2019~~March 31, 2020 as a result of a ~~$16.8~~$22.6 million increase in net income and ~~$47.0~~$14.5 million increase in operating assets and liabilities.

Net cash used in investing activities was ~~$1.9~~$0.9 million for the ~~nine~~three months ended ~~September 30, 2020~~March 31, 2021 as compared to ~~$5.5~~net cash provided by investing activities of $0.7 million for the ~~nine~~three months ended ~~September 30, 2019.~~March 31, 2020. This change resulted from a ~~$5.4~~$4.3 million ~~decrease~~increase in cash used in capital expenditures for the ~~nine~~three months ended ~~September 30, 2020~~March 31, 2021 from the corresponding period in ~~2019~~2020 partially offset by a ~~$1.7~~$2.7 million ~~decrease~~increase in sale and maturities of investment securities.

Net cash used in financing activities ~~decreased $15.8~~increased $8.5 million to ~~$44.0~~$22.2 million for the ~~nine~~three months ended ~~September 30, 2020~~March 31, 2021 from ~~$59.8~~$13.7 million for the ~~nine~~three months ended ~~September 30, 2019.~~March 31, 2020. This ~~decrease~~increase was due to a ~~$28.1~~$7.5 million ~~decrease~~increase in stock repurchases ~~partially offset by~~and a ~~$13.2~~$1.3 million increase in ~~cash dividends paid to stockholders.~~net shares repurchased for employee taxes.

In pursuing its business strategy, the Company may require additional cash for operating and investing activities. The Company expects future cash requirements, if any, to be funded from operating cash flow and financing activities.

The Company evaluates acquisitions from time to ~~time as presented.~~time.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

Market risk is the potential loss arising from adverse changes in market rates and prices, such as interest rates and a decline in the stock market. The Company does not enter into derivatives, foreign exchange transactions or other financial instruments for trading or speculative purposes.

The Company is exposed to market risk related to changes in interest rates and market pricing impacting our investment portfolio. Its current investment policy is to maintain an investment portfolio consisting of municipal bonds and U.S. money market securities directly or through managed funds. Its cash is deposited in and invested through highly rated financial institutions in North America. Its marketable securities are subject to interest rate risk and market pricing risk and will fall in value if market interest rates increase or if market pricing decreases. If market interest rates were to increase and market pricing were to decrease immediately and uniformly by 10% from levels at ~~September 30, 2020,~~March 31, 2021, the Company estimates that the fair value of its investment portfolio would decline by an immaterial amount and therefore it would not expect its operating results or cash flows to be affected to any significant degree by the effect of a change in market conditions on our investments.

There have been no material changes to our market risk exposure since December 31, ~~2019.~~2020.

Item 4. Controls and Procedures

Management, including our Chief Executive Officer and Chief Financial Officer, conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended, as of ~~September 30, 2020.~~March 31, 2021. Our disclosure controls and procedures are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported accurately and on a timely basis. Based on this evaluation performed in accordance with the criteria established in the 2013 Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission, our management concluded that the Company’s disclosure controls and procedures are effective at the reasonable assurance level as of the end of the period covered by this report.

~~Changes in Internal Control over Financial Reporting~~

We rely extensively on information systems and technology to manage our business and summarize operating results. We have completed the implementation of a new global ERP system in the second quarter of 2020, which replaces our existing operating and financial systems. The ERP system is designed to accurately maintain the Company’s financial records, enhance operational functionality and provide timely information to the Company’s management team related to

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~~the operation of the business. The transition did not result~~Changes in ~~significant changes in our internal control~~Internal Control over ~~financial reporting.~~

Financial Reporting

There have been no material changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Act) during the fiscal quarter ended ~~September 30, 2020~~March 31, 2021 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Part II Other Information

Item 1. Legal Proceedings

The Company is, from time to time, subject to a variety of litigation and similar proceedings that arise out of the ordinary course of its business. Based upon the Company’s experience, current information and applicable law, it does not believe that these proceedings and claims will have a material adverse effect on its results of operations, financial position or liquidity. However, the results of legal actions cannot be predicted with certainty. Therefore, it is possible that the Company’s results of operations, financial condition or cash flows could be materially adversely affected in any particular period by the unfavorable resolution of one or more legal actions.

Item 1A. Risk Factors

There have been no material changes to the risk factors set forth in Part I, Item 1A of the ~~2019~~2020 Form ~~10-K and the Company’s quarterly report on Form 10-Q for the quarter ended March 31, 2020.~~10-K.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Issuer Purchases of Equity Securities

2020

Total Number of Shares Purchased ¹

Average Price Paid per Share

Total Number of Shares Purchased as Part of a Publicly Announced Plan or Program

Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs ²
July 1 - July 30

64

$
167.13

-

2,322,512
August 1 - August 31

-

-

-

2,322,512
September 1 - September 30

160

160.44

-

2,322,512


2021	Total Number of Shares Purchased ⁽¹⁾	Average Price Paid per Share		Total Number of Shares Purchased as Part of a Publicly Announced Plan or Program	Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs ⁽²⁾
January 1 - January 31	-	$	-	-	2,322,512
February 1 - February 28	6,814		265.25	-	2,322,512
March 1 - March 31	30,118		248.99	30,118	2,292,394

(1)	Shares of common stock were surrendered by employees to the Company to cover minimum tax liability withholding obligations upon the vesting of shares of restricted stock previously granted to such employees.

(2)	At the outset of the quarter ended ~~September 30, 2020,~~March 31, 2021, there were 2,322,512 shares of the Company's common stock eligible for repurchase under the stock repurchase authorization dated September 16, 2014 (the "Stock Repurchase Plan").

As of ~~September 30, 2020,~~March 31, 2021, there were ~~2,322,512~~2,292,394 shares of the Company’s common stock eligible for repurchase under the Stock Repurchase Plan. There can be no assurances as to the amount, timing or prices of repurchases, which may vary based on market conditions and other factors. The Stock Repurchase Plan does not have an expiration date and can be modified or terminated by the Board of Directors at any time.

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Item 6. Exhibits


Exhibit Number		Description of Exhibit

3.1		Restated and Amended Certificate of Incorporation of Medifast, Inc. (incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K (File No. 001-31573) filed February 27, 2015).

3.2		Amended and Restated Bylaws of Medifast, Inc. (incorporated by reference to Exhibit 3.1 to the Company’s Amendment No. 1 Current Report on Form 8-K (File No. 001-31573) filed on December 4, 2019).

10.1		~~Amendment to~~ Medifast, Inc. ~~Executive Severance~~Directors’ Deferred Compensation Plan (filed herewith).

31.1		Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith).

31.2		Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith).

32.1		Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101		The following financial statements from Medifast, Inc.’s Quarterly Report on Form 10-Q for the quarter ended ~~September 30, 2020~~March 31, 2021 filed ~~November 3, 2020,~~May 4, 2021, formatted in Inline XBRL (eXtensible Business Reporting Language): (i) Condensed Consolidated Statements of Income, (ii) Condensed Consolidated Statements of Comprehensive Income, (iii) Condensed Consolidated Balance Sheets, (iv) Condensed Consolidated Statements of Cash Flows, (v) Condensed Consolidated Statements of Changes in Stockholders’ Equity, and (vi) Notes to the Condensed Consolidated Financial Statements (filed herewith).

104		Cover Page Interactive Data File - The cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

In accordance with SEC Release No. 33-8238, Exhibit 32.1 is being furnished and not filed.

SIGNATURES

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, thereunto duly authorized.

Medifast, Inc.


By:	/s/ DANIEL R. CHARD
	Daniel R. Chard
	Chief Executive Officer
	(Principal Executive Officer)

Dated:	~~November 3, 2020~~May 4, 2021


	/s/ JAMES P. MALONEY
	James P. Maloney
	Chief Financial Officer
	(Principal Financial Officer)

Dated:	~~November 3, 2020~~May 4, 2021

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2020 (excluding the nine months ended September 30, 2020)	$	1,052
2021		3,991
2022		3,397
2023		1,851
2024		1,234
Thereafter		1,452
Total lease payments	$	12,977
Less: imputed interest		(879)
Total	$	12,098


2020	Total Number of Shares Purchased ¹	Average Price Paid per Share		Total Number of Shares Purchased as Part of a Publicly Announced Plan or Program	Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs ²
July 1 - July 30	64	$	167.13	-	2,322,512
August 1 - August 31	-		-	-	2,322,512
September 1 - September 30	160		160.44	-	2,322,512