MEDIFAST INC (Form: 10-Q, Received: 08/04/2021 16:26:45)

June 30, 2021

December 31, 2020

Foreign currency translation

Unrealized gains on investment securities

Accumulated other comprehensive income

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Table of Contents

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 June 30, 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 July 27, 2021 was 11,729,968.

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 Six Months Ended June 30, 2021 and 2020		2

Condensed Consolidated Statements of Comprehensive Income (unaudited) for the Three and Six Months Ended June 30, 2021 and 2020		3

Condensed Consolidated Balance Sheets (unaudited) as of June 30, 2021 and December 31, 2020		4

Condensed Consolidated Statements of Cash Flows (unaudited) for the Six Months Ended June 30, 2021 and 2020		5

Condensed Consolidated Statements of Changes in Stockholders’ Equity (unaudited) for the Three and Six Months Ended June 30, 2021 and 2020		6

Notes to Condensed Consolidated Financial Statements (unaudited)		7

Item 2 – Management’s Discussion and Analysis of Financial Condition and Results of Operations		14

Item 3 – Quantitative and Qualitative Disclosures about Market Risk		21

Item 4 – Controls and Procedures		21

Part II – Other Information

Item 1 – Legal Proceedings		22

Item 1A – Risk Factors		22

Item 2 – Unregistered Sales of Equity Securities and Use of Proceeds		22

Item 6 – Exhibits		23

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 June 30,				Six months ended June 30,
	2021		2020		2021		2020

Revenue	$	394,189	$	219,999	$	734,858	$	398,460
Cost of sales		100,482		60,699		192,604		103,920
Gross profit		293,707		159,300		542,254		294,540

Selling, general, and administrative		232,273		131,201		428,021		242,908

Income from operations		61,434		28,099		114,233		51,632

Other (expense) income
Interest (expense) income		(67)		58		(44)		168
Other (expense) income		(22)		1		(3)		(18)
		(89)		59		(47)		150

Income from operations before income taxes		61,345		28,158		114,186		51,782

Provision for income taxes		14,382		6,223		26,160		11,370

Net income	$	46,963	$	21,935	$	88,026	$	40,412

Earnings per share - basic	$	4.00	$	1.86	$	7.48	$	3.43

Earnings per share - diluted	$	3.96	$	1.86	$	7.42	$	3.42

Weighted average shares outstanding
Basic		11,753		11,777		11,762		11,774
Diluted		11,858		11,821		11,869		11,822

Cash dividends declared per share	$	1.42	$	1.13	$	2.84	$	2.26

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

Table of Contents

MEDIFAST, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)

(U.S. dollars in thousands)


	Three months ended June 30,				Six months ended June 30,
	2021		2020		2021		2020

Net income	$	46,963	$	21,935	$	88,026	$	40,412
Other comprehensive (loss) income, net of tax:
Foreign currency translation		(11)		2		67		(2)
Unrealized (losses) gains on investment securities		(17)		27		(33)		76

Other comprehensive (loss) income		(28)		29		34		74

Comprehensive income	$	46,935	$	21,964	$	88,060	$	40,486

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

Table of Contents

MEDIFAST, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)

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


		June 30,		December 31,
		2021		2020

ASSETS
Current Assets
Cash and cash equivalents	$	191,987	$	163,723
Inventories		95,790		53,392
Investment securities		5,440		10,752
Prepaid expenses and other current assets		11,104		6,447
Total current assets		304,321		234,314

Property, plant and equipment - net of accumulated depreciation		37,376		27,633
Right-of-use assets		18,061		10,508
Other assets		3,784		2,937
Deferred tax assets		692		692


TOTAL ASSETS	$	364,234	$	276,084

LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Accounts payable and accrued expenses	$	149,022	$	107,677
Current lease obligations		4,956		3,673
Total current liabilities		153,978		111,350

Lease obligations, net of current lease obligations		15,567		7,488
Total liabilities		169,545		118,838

Stockholders' Equity
Common stock, par value $.001 per share: 20,000 shares authorized;
11,738 and 11,822 issued and 11,731 and 11,772 outstanding
at June 30, 2021 and December 31, 2020, respectively		12		12
Additional paid-in capital		10,606		7,842
Accumulated other comprehensive income		75		41
Retained earnings		185,343		154,351
Less: treasury stock at cost, 5 and 46 shares at June 30, 2021 and December 31, 2020, respectively		(1,347)		(5,000)
Total stockholders' equity		194,689		157,246

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	364,234	$	276,084

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

Table of Contents

MEDIFAST, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

(U.S. dollar in thousands)


	Six months ended June 30,
	2021		2020

Operating Activities
Net income	$	88,026	$	40,412
Adjustments to reconcile net income to cash provided by operating activities
Depreciation and amortization		4,640		3,481
Share-based compensation		4,344		2,117
Amortization of premium on investment securities		49		182
Deferred income taxes		-		(764)
Change in operating assets and liabilities:
Inventories		(42,398)		10,191
Income taxes, prepaid		-		5,169
Prepaid expenses and other current assets		(4,657)		260
Other assets		(762)		(2,446)
Accounts payable and accrued expenses		36,962		25,651
Net cash flow provided by operating activities		86,204		84,253

Investing Activities
Sale and maturities of investment securities		5,145		1,000
Purchase of property and equipment		(12,196)		(583)
Net cash flow (used in) provided by investing activities		(7,051)		417

Financing Activities
Options exercised by executives and directors		702		1,250
Net shares repurchased for employee taxes		(1,833)		(496)
Cash dividends paid to stockholders		(30,095)		(26,568)
Stock repurchases		(19,730)		(5,000)
Net cash flow used in financing activities		(50,956)		(30,814)

Foreign currency impact		67		(2)

Increase in cash and cash equivalents		28,264		53,854
Cash and cash equivalents - beginning of the period		163,723		76,974
Cash and cash equivalents - end of period	$	191,987	$	130,828

Supplemental disclosure of cash flow information:
Income taxes paid	$	26,751	$	120
Dividends declared included in accounts payable	$	17,531	$	13,604

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)


	Six months ended June 30, 2021
	Number of Shares Issued		Common Stock		Additional Paid-In Capital		Accumulated Other Comprehensive Income		Retained Earnings		Treasury Stock		Total

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

Balance, March 31, 2021	11,839	$	12	$	8,714	$	103	$	178,562	$	(12,500)	$	174,891
Net income	-		-		-		-		46,963		-		46,963
Share-based compensation	10		-		1,697		-		142		-		1,839
Options exercised by executives and directors	3		-		221		-		-		-		221
Net shares repurchased for employee taxes	-		-		(26)		-		-		-		(26)
Other comprehensive loss	-		-		-		(28)		-		-		(28)
Treasury stock from stock repurchases	-		-		-		-		-		(12,230)		(12,230)
Treasury stock retired from stock repurchases	(114)		-		-		-		(23,383)		23,383		-
Cash dividends declared to stockholders	-		-		-		-		(16,941)		-		(16,941)

Balance, June 30, 2021	11,738		12		10,606		75		185,343		(1,347)		194,689


	Six months ended June 30, 2020
	Number of Shares Issued		Common Stock		Additional Paid-In Capital		Accumulated Other Comprehensive Income		Retained Earnings		Treasury Stock		Total

Balance, December 31, 2019	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
Net income	-		-		-		-		21,935		-		21,935
Share-based compensation	-		-		1,136		-		-		-		1,136
Options exercised by executives and directors	21		-		1,250		-		-		-		1,250
Net shares repurchased for employee taxes	-		-		(9)		-		-		-		(9)
Other comprehensive income	-		-		-		29		-		-		29
Treasury stock from stock repurchases	-		-		-		-		-		(5,000)		(5,000)
Cash dividends declared to stockholders	-		-		-		-		(13,354)		-		(13,354)

Balance, June 30, 2020	11,806		12		2,871		99		118,754		(5,000)		116,736

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

Table of Contents

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 (“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, 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, 2020 (“2020 Form 10-K”).

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

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. 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. On January 1, 2021, the Company adopted ASU 2019-12. There was no material impact on the Company’s condensed consolidated financial statements upon adoption.

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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, which provides 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 disclosed in Note 8.

2. INVENTORIES

Inventories consist principally of raw materials, non-food finished goods and packaged meal replacements held in the Company’s 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 inventories for unsalable or obsolete inventories.

Inventories consisted of the following (in thousands):


	June 30, 2021		December 31, 2020

Raw materials	$	9,485	$	13,428
Packaging		3,010		4,071
Non-food finished goods		12,260		8,078
Finished goods		73,071		29,858
Reserve for obsolete inventory		(2,036)		(2,043)
Total	$	95,790	$	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.

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


	Three months ended June 30,				Six months ended June 30,
	2021		2020		2021		2020

Numerator:
Net income	$	46,963	$	21,935	$	88,026	$	40,412

Denominator:
Weighted average shares of common stock outstanding		11,753		11,777		11,762		11,774
Effect of dilutive common stock equivalents		105		44		107		48
Weighted average shares of common stock outstanding		11,858		11,821		11,869		11,822

Earnings per share - basic	$	4.00	$	1.86	$	7.48	$	3.43

Earnings per share - diluted	$	3.96	$	1.86	$	7.42	$	3.42

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The calculation of diluted EPS excluded 0 and 934 antidilutive options outstanding for the three months ended June 30, 2021 and 2020, respectively, and 0 and 965 antidilutive options outstanding for the six months ended June 30, 2021 and 2020, respectively. The calculation of diluted EPS also excluded 179 and 5,774 antidilutive restricted stock awards for the three months ended June 30, 2021 and 2020, respectively, and 140 and 10,626 antidilutive restricted stock awards for the six months ended June 30, 2021 and 2020, 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 June 30, 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 $66.68. 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 six months ended June 30, 2021 and 2020, the Company did not grant stock options.

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


	Six months ended June 30,
	2021			2020
	Awards	Weighted-Average Exercise Price		Awards	Weighted-Average Exercise Price
(awards in thousands)
Outstanding at beginning of period	61	$	48.19	97	$	52.53
Exercised	(14)		50.58	(21)		57.91
Forfeited	-		-	(6)		68.84
Outstanding at end of the period	47	$	47.51	70	$	49.36
Exercisable at end of the period	38	$	42.18	51	$	42.15

As of June 30, 2021, the weighted-average remaining contractual life for outstanding stock options was 5.3 years with an aggregate intrinsic value of $11.4 million and the weighted-average remaining contractual life for exercisable stock options was 4.9 years with an aggregate intrinsic value of $9.1 million. The unrecognized compensation expense calculated under the fair value method for stock options expected to vest as of June 30, 2021 was $0.2 million and is expected to be recognized over a weighted average period of 1.6 years. For the six months ended June 30, 2021, the Company received $0.7 million in cash proceeds from the exercise of stock options. The total intrinsic value for stock options exercised during the six months ended June 30, 2021 was $2.9 million. For the six months ended June 30, 2020, the Company received $1.3 million in cash proceeds from the exercise of stock options. The total intrinsic value for stock options exercised during the six months ended June 30, 2020 was $0.9 million.

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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:


	Six months ended June 30,
	2021			2020
	Shares	Weighted-Average Grant Date Fair Value		Shares	Weighted-Average Grant Date Fair Value
(shares in thousands)
Outstanding at beginning of period	50	$	116.06	46	$	98.28
Granted	21		267.15	41		111.94
Vested	(25)		113.91	(29)		82.99
Forfeited	(2)		154.91	(4)		107.50
Outstanding at end of the period	44	$	182.96	54	$	116.00

The Company withheld 6,927 and 5,208 shares of the Company’s common stock to cover minimum tax liability withholding obligations upon the vesting of shares of restricted stock for the six months ended June 30, 2021 and 2020, respectively. The total fair value of restricted stock awards vested during the six months ended June 30, 2021 and 2020 was $6.7 million and $3.2 million, respectively.

The total share-based compensation charged against income was $2.1 million and $1.1 million during the three months ended June 30, 2021 and 2020, respectively, and $4.3 million and $2.1 million during the six months ended June 30, 2021 and 2020, respectively. The total costs of the options and restricted stock awards charged against income was $1.1 million and $0.7 million during the three months ended June 30, 2021 and 2020, respectively, and $2.1 million and $1.5 million during the six months ended June 30, 2021 and 2020. Included for the three and six months ended June 30, 2021 was $0.4 million and $1.1 million, respectively, for 15,834 performance-based contingent shares and for the three and six months ended June 30, 2020 was $0.2 million and $0.3 million, respectively, for 16,637 performance-based contingent shares for certain key executives granted in 2019. Also included for the three and six months ended June 30, 2021 was $0.4 million and $0.8 million, respectively, for 25,999 performance-based contingent shares and for the three and six months ended June 30, 2020 was $0.2 million and $0.3 million, respectively, for 25,738 performance-based contingent shares for certain key executives granted in 2020. Additionally, included for the three and six months ended June 30, 2021 was $0.2 million and $0.3 million, respectively, for 13,512 performance-based contingent shares for certain key executives granted in 2021.

The total income tax benefit recognized in the Condensed Consolidated Statements of Income for restricted stock awards was $0.9 million and $0.5 million for the three months ended June 30, 2021 and 2020, respectively, and was $2.1 million and $0.7 million for the six months ended June 30, 2021 and 2020, respectively.

There was $7.0 million of total unrecognized compensation cost related to restricted stock awards as of June 30, 2021, which is expected to be recognized over a weighted-average period of 2.0 years. There was $6.8 million of unrecognized compensation cost related to the 55,345 performance-based shares discussed above as of June 30, 2021, which is expected to be recognized over 1.9 years.

5. LEASES

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 not have any finance leases as of June 30, 2021 and 2020, respectively, or for the six-month periods then ended, respectively.

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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 24 to 203 months, with certain leases having clauses relating to automatic renewal.

The Company’s warehouse agreements also 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 $1.4 million and $0.9 million for the three months ended June 30, 2021 and 2020, respectively, and was $2.4 million and $1.7 million for the six months ended June 30, 2021 and 2020, respectively.

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


	Six months ended June 30,
	2021		2020

Cash paid for amounts included in the measurements of lease liabilities
Operating cash flow used in operating leases	$	2,005	$	1,814

Right-of-use assets obtained in exchange for lease obligations
Operating leases	$	9,745	$	-

As of June 30, 2021, the weighted average remaining lease term was 4.5 years and the weighted average discount rate was 2.3%.

The following table presents the maturity of the Company’s operating lease liabilities as of June 30, 2021 (in thousands):


2021 (excluding the six months ended June 30, 2021)	$	2,490
2022		5,540
2023		4,080
2024		3,515
2025		3,591
Thereafter		2,324
Total lease payments	$	21,540
Less: imputed interest		(1,017)
Total	$	20,523

6. ACCUMULATED OTHER COMPREHENSIVE INCOME

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

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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 present the Company’s cash and financial assets that are measured at fair value on a recurring basis for each of the hierarchy levels (in thousands):


	June 30, 2021
		Cost		Unrealized Gains		Accrued Interest		Estimated Fair Value		Cash & Cash Equivalents		Investment Securities

Cash	$	182,694	$	-	$	-	$	182,694	$	182,694	$	-

Level 1:
Money market accounts		9,293		-		-		9,293		9,293		-
Government & agency securities		1,403		26		-		1,429		-		1,429
		10,696		26		-		10,722		9,293		1,429

Level 2:
Municipal bonds		3,921		28		62		4,011		-		4,011

Total	$	197,311	$	54	$	62	$	197,427	$	191,987	$	5,440


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

Cash	$	159,754	$	-	$	-	$	159,754	$	159,754	$	-

Level 1:
Money market accounts		3,969		-		-		3,969		3,969		-
Government & agency securities		2,829		45		-		2,874		-		2,874
		6,798		45		-		6,843		3,969		2,874

Level 2:
Municipal bonds		7,689		42		147		7,878		-		7,878

Total	$	174,241	$	87	$	147	$	174,475	$	163,723	$	10,752

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The Company had no realized losses or gains for the three and six months ended June 30, 2021 and 2020, respectively. The maturities of the Company’s investment securities generally range up to 2 years for municipal bonds and for government and agency securities.

8. DEBT

Credit Agreement

On April 13, 2021, the Company and certain of its subsidiaries (collectively, the “Guarantors”) entered into a credit agreement (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.

Revolving borrowings under the Credit Agreement bear interest at a rate per annum equal to (i) the Adjusted LIBOR Rate for the interest period plus the Applicable Rate (as defined in the Credit Agreement) 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 defined in the Credit Agreement) as in effect from time to time plus the Applicable Rate based on the Company’s Total Net Leverage Ratio. As of the date of this report, 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 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.

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

Note Regarding Forward-Looking Statements

Certain information in this report contains "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995. These forward-looking statements generally can be identified by use of phrases or terminology such as "intend," “anticipate,” “expects” or other similar words or the negative of such terminology. Similarly, descriptions of Medifast's objectives, strategies, plans, goals or targets contained herein are also considered forward-looking statements. These statements are based on the current expectations of the management of Medifast and are subject to certain events, risks, uncertainties and other factors. These risks and uncertainties include, but are not limited to, those described in our 2020 Form 10-K 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, OPTAVIA^®, which offers Lifelong Transformation, One Healthy Habit at a Time^®. Reflecting the success of our holistic approach to health and wellness, we have consistently grown revenue over the past five years. Of equal importance, we expect our differentiated model to continue to deliver growth in the foreseeable future.

Medifast has created a new business model by combining the most powerful aspects of 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 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 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 OPTAVIA-branded nutritional products, called “Fuelings,” backed by dietitians, scientists and physicians.

We help clients achieve their health goals through a network of more than 59,000 independent OPTAVIA Coaches, 90.7% of whom were clients 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 model 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., Seven Crondall Associates, LLC, Corporate Events, Inc., OPTAVIA (Hong Kong) Limited, OPTAVIA (Singapore) PTE. LTD and OPTAVIA Health Consultation (Shanghai) Co., Ltd.

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. 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

A novel strain of coronavirus (“COVID-19”) surfaced in late 2019 and has spread around the world, including to the United States. In March 2020, the World Health Organization declared COVID-19 a worldwide pandemic.

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 other measures in response to the COVID-19 pandemic. Nutritional supplements and health foods have been designated critical/essential infrastructure in the U.S. As a manufacturer and distributer of these products our manufacturing and distribution facilities remain fully operational to date and we have not experienced any meaningful disruption to our worldwide supply chain. The Company’s priorities

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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during the COVID-19 pandemic continue to be protecting the health and safety of our 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 to comply with guidelines from government and health officials, 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;

●

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.

Although vaccines are available in various countries where we operate, it is possible the COVID-19 pandemic could further impact our operations and the operations of our suppliers and vendors, particularly in light of the potential of variant strains of the virus to cause a resumption of high levels of infection and hospitalization. Should that occur, 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 expectations. Factors that could cause actual results to differ from management’s expectations 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. 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 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 and will update our practices accordingly, as we have done throughout the pandemic.

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.

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Overview of Results of Operations

Our product sales accounted for approximately 98.0% of our revenues for each of the three and six months ended June 30, 2021 and 2020, respectively.

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


	Three months ended June 30,
	2021		2020		$ Change		% Change

Revenue	$	394,189	$	219,999	$	174,190	79.2%
Cost of sales		100,482		60,699		(39,783)	(65.5)%
Gross profit		293,707		159,300		134,407	84.4%

Selling, general, and administrative		232,273		131,201		(101,072)	(77.0)%

Income from operations		61,434		28,099		33,335	118.6%

Other (expense) income
Interest (expense) income		(67)		58		(125)	(215.5)%
Other (expense) income		(22)		1		(23)	(2300.0)%
		(89)		59		(148)	(250.8)%

Income from operations before income taxes		61,345		28,158		33,187	117.9%

Provision for income tax		14,382		6,223		(8,159)	(131.1)%

Net income	$	46,963	$	21,935	$	25,028	114.1%

% of revenue
Gross profit		74.5%		72.4%
Selling, general, and administrative costs		58.9%		59.6%
Income from operations		15.6%		12.8%
Income from operations before income taxes		15.6%		12.8%

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	Six months ended June 30,
	2021		2020		$ Change		% Change

Revenue	$	734,858	$	398,460	$	336,398	84.4%
Cost of sales		192,604		103,920		(88,684)	(85.3)%
Gross Profit		542,254		294,540		247,714	84.1%

Selling, general, and administrative		428,021		242,908		(185,113)	(76.2)%

Income from operations		114,233		51,632		62,601	121.2%

Other (expense) income
Interest (expense) income		(44)		168		(212)	(126.2)%
Other expense		(3)		(18)		15	(83.3)%
		(47)		150		(197)	(131.3)%

Income from operations before income taxes		114,186		51,782		62,404	120.5%

Provision for income taxes		26,160		11,370		(14,790)	(130.1)%

Net income	$	88,026	$	40,412	$	47,614	117.8%

% of revenue
Gross Profit		73.8%		73.9%
Selling, general, and administrative costs		58.2%		61.0%
Income from Operations		15.5%		13.0%
Income from operations before income taxes		15.5%		13.0%

Revenue: Revenue increased $174.2 million, or 79.2%, to $394.2 million for the three months ended June 30, 2021 from $220.0 million for the three months ended June 30, 2020. The average revenue per active earning OPTAVIA Coach was $6,662 for the three months ended June 30, 2021 compared to $5,851 for the three months ended June 30, 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 $336.4 million, or 84.4%, to $734.9 million for the six months ended June 30, 2021 from $398.5 million for the six months ended June 30, 2020. This increase in revenue for the quarter and six months ended June 30, 2021 was primarily driven by the growth in active earning OPTAVIA Coach count and increase in the productivity per active earning OPTAVIA Coach, which resulted in more clients participating in our Optimal Weight 5 & 1 Plan^®. OPTAVIA-branded products represented 94.1% of consumable units sold for the three months ended June 30, 2021 compared to 83.0% for the corresponding period in 2020 and 91.7% of consumable units sold for the six months ended June 30, 2021 compared to 81.0% for the corresponding period in 2020. Consistent with business and brand strategy, the Company has completed the sunset of the Medifast-branded product line during the quarter ended June 30, 2021.

Cost of sales: Cost of sales increased $39.8 million, or 65.5%, to $100.5 million for the three months ended June 30, 2021 from the corresponding period in 2020 and increased $88.7 million, or 85.3%, to $192.6 million for the six months ended June 30, 2021 from the corresponding period in 2020. The increase in cost of sales was primarily driven by an increase in OPTAVIA product sales, higher product costs and shipping costs, as well as inventory write-offs related to the sunset of the Medifast-branded product line. In addition, acceleration of demand in OPTAVIA-branded products led to the increase in the Company’s use of co-manufacturers, which further increased cost of sales.

Gross profit: For the three months ended June 30, 2021, gross profit increased $134.4 million, or 84.4%, to $293.7 million from the corresponding period in 2020. As a percentage of revenue, gross profit increased 210 basis points to 74.5% for 2021 from 72.4% for 2020. For the six months ended June 30, 2021, gross profit increased $247.7 million, or 84.1%, to $542.3 million from the corresponding period in 2020. As a percentage of sales, gross margin remained flat at 73.8% for the six months ended June 30, 2021 as compared to the corresponding period in 2020. The increase in gross

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margin percentage for the quarter was primarily the result of promotional activity we rolled out during the second quarter of 2020 that did not occur in the second quarter of 2021.

Selling, general, and administrative: Selling, general, and administrative (“SG&A”) expenses were $232.3 million for the three months ended June 30, 2021, an increase of $101.1 million, or 77.0%, as compared to $131.2 million from the corresponding period in 2020. As a percentage of revenue, SG&A expenses were 58.9% as compared to 59.6% for the three months ended June 30, 2021 and 2020, respectively. For the six months ended June 30, 2021, SG&A expenses increased $185.1 million, or 76.2%, to $428.0 million from $242.9 million for the corresponding period in 2020. As a percentage of sales, SG&A expenses were 58.2% for the six months ended June 30, 2021 as compared to 61.0% for the corresponding period in 2020. The increase in SG&A for the quarter and six months ended June 30, 2021 were primarily due to higher OPTAVIA commission expense, increased salaries and benefits related expenses for employees, increased consulting costs related to information technology projects, and increased credit card fees resulting from higher sales. SG&A expenses included research and development (“R&D”) costs of $1.1 million and $0.5 million for the three months ended June 30, 2021 and 2020, respectively, and $2.2 million and $1.1 million for the six months ended June 30, 2021 and 2020, respectively.

OPTAVIA commission expense, which is a variable expense, increased $80.4 million, or 87.5%, to $172.4 million for the three months ended June 30, 2021 from $92.0 million for the corresponding period in 2020. For the six months ended June 30, 2021, OPTAVIA commission expense increased $152.3 million, or 91.6%, to $318.7 million from $166.3 million for the corresponding period in 2020. The increase was primarily the result of increased OPTAVIA product sales. This trend is the result of the success we are experiencing with our growing OPTAVIA Integrated Coach Model. The total number of active earning OPTAVIA Coaches for the three months ended June 30, 2021 increased to 59,200 from 36,500 for the corresponding period in 2020, an increase of 62.2%. As OPTAVIA revenue increased as a portion of the Company’s total sales mix, the commission rate as a percentage of revenue increased 190 basis points to 43.7% for the second quarter of 2021 compared to 41.8% for the second quarter last year and increased 170 basis points to 43.4% for the six months ended June 30, 2021 compared to 41.7% for the corresponding period in 2020.

Income from operations: For the three months ended June 30, 2021, income from operations increased $33.3 million to $61.4 million from $28.1 million for the corresponding period in 2020 primarily as a result of increased gross profit partially offset by increased SG&A expenses. Income from operations as a percentage of revenue was 15.6% and 12.8% for the three months ended June 30, 2021 and 2020, respectively. For the six months ended June 30, 2020, income from operations increased $62.6 million to $114.2 million from $51.6 million for the corresponding period in 2020 primarily as a result of increased gross profits partially offset by increased SG&A expenses. Income from operations as a percentage of sales was 15.5% and 13.0% for the six months ended June 30, 2021 and 2020, respectively.

Income from operations before income taxes: Income from operations before income taxes was $61.3 million for the three months ended June 30, 2021 as compared to $28.2 million for the three months ended June 30, 2020, an increase of $33.1 million. Income from operations before income taxes as a percentage of revenue increased to 15.6% for the three months ended June 30, 2021 from 12.8% for the three months ended June 30, 2020. Income from operations before income taxes was $114.2 million for the six months ended June 30, 2021 as compared to $51.8 million for the six months ended June 30, 2020. Income from operations before income taxes as a percentage of sales increased to 15.5% for the six months ended June 30, 2021 from 13.0% for the six months ended June 30, 2020.

Provision for income tax: For the three months ended June 30, 2021, the Company recorded $14.4 million in income tax expense, an effective tax rate of 23.4%, as compared to $6.2 million in income tax expense, an effective tax rate of 22.1%, for the three months ended June 30, 2020. For the six months ended June 30, 2021, the Company recorded $26.2 million in income tax expense, an effective rate of 22.9%, as compared to $11.4 million in income tax expense, an effective rate of 22.0%, for the six months ended June 30, 2020. The increase in the effective tax rate for the quarter and six months ended June 30, 2021 was primarily driven by an increase in the state income tax rate and limitations on the deductibility of officer compensation offset by an increase in the tax benefit of stock compensation.

Net income: Net income was $47.0 million and $88.0 million, or $3.96 and $7.42 per diluted share, for the three and six months ended June 30, 2021 as compared to $21.9 million and $40.4 million, or $1.86 and $3.42 per diluted share, for the

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three and six months ended June 30, 2020. The period-over-period changes were driven by the factors described above in the explanations from operations.

Liquidity and Capital Resources

The Company had stockholders’ equity of $194.7 million and working capital of $150.3 million at June 30, 2021 as compared with $157.2 million and $123.0 million at December 31, 2020, respectively. The $37.5 million net increase in stockholders’ equity reflects $88.0 million in net income for the six months ended June 30, 2021 offset by $19.7 million spent on repurchases of the Company’s common stock and $33.8 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 $1.42 per share on June 3, 2021, to stockholders of record as of June 22, 2021 that will be paid in the third quarter of 2021. While we intend to continue the dividend program and believe 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 $174.5 million at December 31, 2020 to $197.4 million at June 30, 2021.

Net cash provided by operating activities increased $1.9 million to $86.2 million for the six months ended June 30, 2021 from $84.3 million for the six months ended June 30, 2020 primarily driven by a $47.6 million increase in net income offset by $49.7 million decrease in net cash flow from operating assets and liabilities.

Net cash used in investing activities was $7.1 million for the six months ended June 30, 2021 as compared to net cash provided by investing activities of $0.4 million for the six months ended June 30, 2020. This change resulted from a $11.6 million increase in cash used in capital expenditures for the six months ended June 30, 2021 from the corresponding period in 2020 partially offset by a $4.1 million increase in sale and maturities of investment securities. Cash used in capital expenditures for the six months ended June 30, 2021 expanded our technology and supply chain capabilities to support our planned growth.

Net cash used in financing activities increased $20.2 million to $51.0 million for the six months ended June 30, 2021 from $30.8 million for the six months ended June 30, 2020. This increase was primarily due to a $14.7 million increase in stock repurchases, a $3.5 million increase in cash dividends paid to stockholders and a $1.3 million increase in 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 of June 30, 2021, the Company maintained a credit facility, which provides for a $125.0 million senior secured revolving credit facility with a $20.0 million letter of credit sublimit and 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 facility contains affirmative and negative covenants customarily applicable to credit facilities. As of June 30, 2021, the Company was in compliance with all of its debt covenants and there were no borrowings outstanding under the credit facility.

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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 June 30, 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, 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 June 30, 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

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 June 30, 2021 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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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 2020 Form 10-K.

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

Issuer Purchases of Equity Securities


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⁾
April 1 - April 30	113	$	230.01	-	2,292,394
May 1 - May 31	10,668		300.47	10,668	2,281,726
June 1 - June 30	32,360		278.85	32,360	2,249,366

(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 June 30, 2021, there were 2,292,394 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 June 30, 2021, there were 2,249,366 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		Credit Agreement, dated as of April 13, 2021, among Medifast, Inc., certain of its subsidiaries party thereto, the lenders party thereto and Citibank, N.A., in its capacity as administrative agent (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8 K (File No. 001-31573) filed on April 19, 2021).

10.2		Medifast, Inc. Directors’ Deferred Compensation Plan (Amended and Restated) (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 June 30, 2021 filed August 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.

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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:	August 4, 2021


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

Dated:	August 4, 2021

Exhibit 10.2

MEDIFAST, INC.

DIRECTORS’ DEFERRED COMPENSATION PLAN

(AMENDED AND RESTATED)

EFFECTIVE AS OF March 18, 2021

AMENDED AS OF June 3, 2021

Article I.Introduction

Section 1.01Purpose. This Plan is being established by Medifast, Inc. (the “Company”) to assist the Company in attracting and retaining well-qualified directors who are not officers or employees of the Company or any subsidiary (“Directors”) and to align the interests of Directors with those of the stockholders of the Company. The purpose of this Plan is to establish a program whereby the Directors of the Company may elect to defer certain cash amounts paid and equity-based grants awarded to Directors as fees in connection with their services to the Board of Directors.

Article II.Definitions

As used in this Plan, the following capitalized terms shall have the following meanings:

Section 2.01“Account” shall mean the Participant’s Account established pursuant to Section 5.01 herein, which Account shall be comprised of the Cash Deferral Subaccount, the Equity Deferral Subaccount, and/or the Premium Subaccount, as applicable.

Section 2.02“Administrator” shall mean any administrator appointed by the Committee pursuant to Section 3.01 herein or, in the absence of any such appointment or as required to ensure that any transactions pursuant to this Plan do not result in liability under Section 16(b) of the Securities Exchange Act of 1934, the Committee.

Section 2.03“Board” shall mean the Board of Directors of the Company.

Section 2.04“Board Appointment” shall have the meaning ascribed to such term in Section 4.03 herein.

Section 2.05“Cash Compensation” shall mean the annual retainer fees paid in cash to a Director for his or her services as a Director and any fees for service on a committee of the Board.

Section 2.06“Cash Deferral” shall mean the portion of the Cash Compensation that a Participant has elected to defer with respect to a Director Compensation Cycle.

Section 2.07“Cash Deferral Subaccount” shall mean the subaccount established for a Director’s Cash Deferral pursuant to Section 5.02(a) of the Plan and credited with Restricted Share Units and Plan Earnings pursuant to the terms of the Plan.

Section 2.08“Code” shall mean the Internal Revenue Code of 1986, as amended, and applicable Treasury regulations promulgated thereunder.

Section 2.09“Committee” shall mean the Compensation Committee of the Board of Directors.

Section 2.10“Common Stock” shall mean the common stock of the Company, $0.001 par value per share.

Section 2.11“Compensation” shall mean a Participant’s compensation for services as a Director, which as of the Effective Date, consists of Cash Compensation and Equity Awards.

Section 2.12“Director Compensation Cycle” shall mean the period beginning on the date of the Company’s annual meeting of stockholders with respect to a calendar year and ending on the date of the following annual meeting of stockholders.

Section 2.13 “Deferred Share” shall mean a unit of measurement that is equivalent to one share of Common Stock but with none of the attendant rights of a holder of a share of Common Stock and which is payable in cash when distributed to the Participant. Deferred Shares shall constitute “Deferred Shares” under the Share Incentive Plan and shall be subject to the terms and conditions therein.

Section 2.14“Earned” as used herein with respect to a Cash Deferral shall mean the first day of the applicable Director Compensation Cycle, and with respect to an Equity Award Deferral shall mean the date on which the Equity Award would otherwise be granted to the Director, provided that no Cash Compensation or Equity Award shall be “Earned” if such amount would otherwise be payable or granted to the Director on or after the Director’s Payment Date.

Section 2.15“Effective Date” shall mean March 18, 2021.

Section 2.16“Equity Award” shall mean an equity-based award granted by the Company under the Share Incentive Plan to a Director with respect to his or her services as a Director.

Section 2.17“Equity Award Deferral” shall mean the portion of the Equity Award that a Participant has elected to defer with respect to a Director Compensation Cycle. To the extent the Equity Award is to be granted in the form of Restricted Shares (as defined in the Share Incentive Plan), the portion of the Equity Award that is deferred shall instead be granted in the form of Restricted Share Units.

Section 2.18“Equity Deferral Subaccount” shall mean the account established for a Director’s Equity Award Deferral pursuant to Section 5.02(b) of the Plan and credited with Restricted Share Units and Plan Earnings pursuant to the terms of the Plan.

Section 2.19“Initial Election Deadline” shall have the meaning ascribed to such term in Section 4.01 herein.

Section 2.20“New Director Election” shall have the meaning ascribed to such term in Section 4.03 herein.

Section 2.21“New Director” shall mean any Director who is first elected or appointed to the Board after the Effective Date of this Plan.

Section 2.22“Participant” shall mean any Director of the Company who has elected to have all or a part of his or her Compensation deferred pursuant to the Plan.

Section 2.23“Payment Date” shall mean the earliest of the date the Participant has a separation from service from the Company within the meaning Section 409A or the Participant’s death.

Section 2.24“Plan” shall mean this Medifast, Inc. Directors’ Deferred Compensation Plan (as it may be amended and restated from time to time).

Section 2.25“Plan Earnings” shall mean the amounts credited to a Participant’s Account pursuant to Article VI herein.

Section 2.26“Premium Award” shall mean an amount credited under Section 4.04 of the Plan.

Section 2.27“Premium Award Subaccount” shall mean the subaccount established for a Director’s Premium Award pursuant to Section 5.02(c) of the Plan and credited with Restricted Share Units and Plan Earnings pursuant to the terms of the Plan.

Section 2.28“Restricted Share Unit” shall mean a unit of measurement equivalent to one share of Common Stock but with none of the attendant rights of a holder of a share of Common Stock until a share of Common Stock is ultimately distributed in payment of the obligation (other than the right to receive dividend equivalent amounts in accordance with Article VI herein), that is credited to a Participant’s Account and, subject to the vesting provisions set forth in Section 7.01 hereof, payable pursuant to the terms of the Plan in the form of Common Stock pursuant to the terms of Section 7.02 herein. Restricted Share Units shall constitute “Deferred Shares” under the Share Incentive Plan, and shall be subject to the terms and conditions therein.

Section 2.29 “Section 409A” shall mean Section 409A of the Code and the regulations promulgated thereunder.

Section 2.30“Share Incentive Plan” shall mean the Medifast, Inc. Amended and Restated 2012 Share Incentive Plan, and any successor plan, in each case, as amended from time to time.

Section 2.31“Subsequent Election Deadline” shall mean December 31 of the applicable year, as set forth in Section 4.02 herein.

Section 2.32 “Vested” shall mean the Restricted Share Units that are vested and non-forfeitable pursuant to Section 7.01 of the Plan.

Article III.Administration of the Plan

Section 3.01Administrator. The Committee may designate an Administrator to aid the Committee in its administration of the Plan. Such Administrator shall maintain complete and adequate records pertaining to the Plan, including but not limited to Participants’ Accounts, and shall serve at the pleasure of the Committee.

Section 3.02Administration. The Plan shall be administered by the Administrator, who shall have complete discretionary authority to interpret and administer the Plan, to determine all amounts that are payable under the Plan, correct errors in administration and otherwise to implement the Plan, in each case consistent with the Plan’s purposes and intent. All actions of the Administrator with respect to this Plan shall be final and binding on all persons for such Plan purposes.

Article IV.Deferred Compensation

Section 4.01Initial Elections by Existing Directors.

(a)Any Director of the Company as of the Effective Date may make an initial election within 30 days following the Effective Date (the “Initial Election Deadline”), to participate in the Plan and defer all, or such percentage as he or she may specify, of Cash Compensation first Earned with respect to the Director

Compensation Cycle that begins in 2021 and Equity Awards first Earned in 2021 beginning on the first day immediately following the Initial Election Deadline, in accordance with, and subject to, the terms and conditions of the Plan. Such deferral election shall be made by completing and executing an election form prescribed by the Administrator and delivering such election form to the Administrator on or before the Initial Election Deadline. Such election shall become irrevocable as of the close of business on the Initial Election Deadline.

(b)A separate election shall be made with respect to each of the Cash Compensation and the Equity Award that a Participant wishes to defer under the Plan pursuant to this Section 4.01. A Participant’s initial deferral election, whether with respect to an Equity Award or Cash Compensation, shall only apply to compensation paid for services performed with respect to the Director Compensation Cycle that begins in 2021 and shall not stay in effect for any subsequent Director Compensation Cycles.

Section 4.02Subsequent Elections by Participants.

(a)Subsequent to the Initial Election by a Participant provided for in Section 4.01 or a New Director Election by a Participant provided for in Section 4.03, a Participant may elect by December 31 of each calendar year (the “Subsequent Election Deadline”) to defer all, or such percentage as he or she may specify, of the Cash Compensation and/or Equity Award to be Earned in the Director Compensation Cycle that begins in the following calendar year, in accordance with, and subject to, the terms and conditions of the Plan.

(b)Such deferral election shall be made by completing and executing an election form prescribed by the Administrator and delivering such election form to the Administrator on or before the Subsequent Election Deadline. A separate election shall be made with respect to each of the Cash Compensation and the Equity Award that a Participant wishes to defer under the Plan pursuant to this Section 4.02. Any such election shall become irrevocable as of the close of business on the date of the Subsequent Election Deadline. A Subsequent Election shall only apply to the Director Compensation Cycle immediately following the Subsequent Election Deadline and shall not stay in effect for any subsequent Director Compensation Cycle.

Section 4.03Elections by New Directors.

(a)Any New Director may make an initial election (the “New Director Election”), within thirty (30) days following his or her election or appointment to the Board, whichever occurs earlier (“Board Appointment”), but effective as of such Board Appointment, to participate in the Plan and defer all, or such percentage as he or she may specify, of (i) the Cash Compensation and/or Equity Award to be Earned by him or her for the Director Compensation Cycle in effect as of such Board Appointment, and/or (ii) his or her Equity Award to be Earned with respect to such Board Appointment and/ or (iii) his or her Cash Compensation and/or Equity Award to be Earned at the Director Compensation Cycle that begins in the calendar year in which the Board Appointment takes place, if applicable, in accordance with, and subject to, the terms and conditions of the Plan.

(b)Such deferral election shall be made by completing and executing an election form prescribed by the Administrator and delivering such election form to the Administrator within thirty (30) days following such Director’s Board Appointment. A separate election shall be made with respect to each of the Cash Compensation and the Equity Award that a Participant wishes to defer under the Plan pursuant to this Section 4.03. Such election shall become irrevocable as of the close of business on the thirtieth (30^th) day following the Participant’s Board Appointment.

(c)A Participant’s deferral election, whether with respect to an Equity Award or Cash Compensation, shall only apply to compensation paid for services performed during the applicable Director Compensation Cycle(s) and shall not stay in effect for any subsequent Director Compensation Cycle.

Section 4.04Premium Awards. A Participant shall be credited with Premium Awards calculated pursuant to Section 5.03 based on the Cash Deferrals and Equity Award Deferrals Earned by the Participant during a Director Compensation Cycle.

Article V.Accounts

Section 5.01Establishment of Accounts. There shall be established for each Participant an account to be designated as such Participant’s Account. The Account of each Participant shall consist, to the extent applicable to the Participant, of a Cash Deferral Subaccount, an Equity Deferral Subaccount, and a Premium Award Subaccount.

Section 5.02Allocations to Accounts.

(a)Any Cash Deferral shall be credited to the Cash Deferral Subaccount of such Participant in the form of Restricted Share Units, on the date such amount is otherwise Earned, and any Plan Earnings or other distributions referred to in Article VI shall be credited in accordance with the provisions of Article VI, as applicable.

(b)Any Equity Award Deferral shall be credited to the Equity Deferral Subaccount of such Participant in the form of Restricted Share Units, on the date such amount is otherwise Earned, and any Plan Earnings or other distributions referred to in Article VI shall be credited in accordance with the provisions of Article VI, as applicable.

(c)Any Premium Award shall be credited to the Premium Award Subaccount of such Participant in the form of Restricted Share Units, on the date the Cash Deferral or Equity Award Deferral that such Premium Award is related to is otherwise Earned, and any Plan Earnings or other distributions referred to in Article VI shall be credited in accordance with the provisions of Article VI, as applicable.

(d)Separate records shall be kept with respect to each Director of the Cash Deferral, Equity Award Deferral, and Premium Award that is deferred under Article IV. Each Equity Award Deferral and Premium Award shall be subject to a separate vesting schedule under Section 7.01.

Section 5.03Accounts. The number of Restricted Share Units to be credited to a Participant’s Account that relate to Equity Award Deferrals shall be equal to the percentage elected to be deferred times the number of Equity Awards granted in such calendar year. The number of Restricted Share Units to be credited to a Participant’s Account that relate to the Cash Deferral shall be based on the 20-day moving average price of Common Stock as of the date the Compensation is earned. Premium Awards shall be credited to a Participant’s Account as Restricted Share Units equal to (a) 15% of the Restricted Share Units subject to the applicable Equity Award Deferral and (b) 15% of the Restricted Share Units subject to the applicable Cash Deferral.

Article VI.Plan Earnings

Section 6.01Dividend Credits. Additional credits shall be made to a Participant’s Account throughout the period of such Participant’s participation in the Plan, and thereafter until all distributions to which the Participant is entitled under Section 7.02 or Article VIII shall have been made. Such credits shall be made in amounts equal to the Plan Earnings, consisting of the value of any dividends declared and made with respect to the Company’s Common Stock which the Participant would have received from time to time had he or she been the owner on the record dates for the payment of such dividends of the number of shares of the Company’s Common Stock equal to the number of Restricted Share Units in his or her Account on such dates. Each such

credit shall be applied as of the payment date for such dividend. Each dividend shall be converted into Restricted Share Units based on the closing price of a share of Common Stock on the day prior to the date of such dividend.

Article VII.Vesting and Distributions

Section 7.01Vesting. A Participant’s Cash Deferral Subaccount, Equity Deferral Subaccount, and Premium Award Subaccount shall vest with respect to each Restricted Share Unit on the date that is one year following the date such Restricted Share Unit is credited to the Account. All Plan Earnings shall vest with respect to such Restricted Share Unit on the date that the applicable Cash Deferral, Equity Award, or Premium Award vests.

Section 7.02Distributions from Accounts. When a Participant’s Payment Date occurs, the Company shall become obligated to make the distributions prescribed in paragraphs (a), (b), (c), (d), (e), and (f) below.

(a)Vested Restricted Share Units. At the time of any distribution, each Vested Restricted Share Unit under the Participant’s Account shall be converted into one share of the Company’s Common Stock and such share shall be distributed to the Participant. Any fraction of a Vested Restricted Share Unit to be distributed shall be converted into an amount in cash equal to the closing price of one share of the Company’s Common Stock on the trading day preceding the date of distribution multiplied by such fraction and such cash shall be distributed to the Participant. Any Restricted Share Unit which is not Vested shall be forfeited as of the date of distribution.

(b)Except as otherwise provided in this Section 7.02, distribution of a Participant’s Account shall be made within 30 days following a Participant’s Payment Date.

(c)Notwithstanding the foregoing, in the case of a Participant who is a specified employee, within the meaning of Section 409A, unless the distribution is due to the Participant’s death prior to such Participant’s separation from service, within the meaning of Section 409A, distribution of his or her Account shall be made within 30 days following the date which is six (6) calendar months after such Participant’s separation from service, within the meaning of Section 409A.

(d)If a Participant’s Payment Date shall occur by reason of his or her death or if he or she shall die after his or her Payment Date but prior to receipt of all distributions provided for in this Section, the Participant’s Account shall be distributed in the following order: to such Participant’s beneficiary selected by the Participant on a form provided by the Administrator; if there is no such beneficiary designation effective at the Participant’s death, to the Participant’s surviving spouse; and if there is no such beneficiary designation effective or surviving spouse at the Participant’s death, to the Participant’s estate or personal representative, as soon as administratively feasible following such Participant’s death, but in no event later than 90 days following the Participant’s death, provided the recipient shall not have a right to designate the taxable year of the payment.

(e)The distributions provisions of this Section 7.02 of the Plan shall be in lieu of, and shall supersede, the distribution provisions of the Equity Award agreements issued pursuant to the Share Incentive Plan for any Equity Awards that a Director has elected to defer under this Plan.

(f)Any Common Stock issued pursuant to Plan distributions shall be made from the previously authorized and registered share pool under the Share Incentive Plan.

Article VIII.Termination of the Plan

Section 8.01The Board may terminate the Plan at any time. Upon termination of the Plan, distributions in respect of credits to Participants’ Accounts as of the date of termination shall be made in the manner and at the time prescribed in the Plan, except as otherwise permitted under Section 409A.

Article IX.Amendment of the Plan

Section 9.01The Board may, without the consent of Participants or their beneficiaries, amend the Plan at any time and from time to time; provided, however, that no amendment may deprive a Participant of the amounts allocated to his or her Account as of the date of such amendment without such Participant’s consent.

Article X.General Provisions

Section 10.01No Rights as Stockholder. No Restricted Share Unit shall confer on any Participant any of the rights of a stockholder of the Company unless and until shares of Common Stock are duly issued or transferred and delivered to the Participant in accordance with the terms of the Plan.

Section 10.02Funding. Benefits payable under the Plan to any person shall be paid directly by the Company. The Company shall not be required to fund or otherwise segregate assets to be used for payment of benefits under the Plan. Notwithstanding the foregoing, the Company, in its discretion, may maintain one or more trusts to hold assets to be used for payment of benefits under the Plan; provided that the assets of such trust shall be subject to the creditors of the Company in the event that the Company becomes insolvent or is subject to bankruptcy or insolvency proceedings. Any payments by such a trust of benefits provided hereunder shall be considered payment by the Company and shall discharge the Company of any further liability for the payments made by such trust.

Section 10.03Retention Rights. Establishment of the Plan shall not be construed to give a Director the right to be retained on the Board or to any benefits not specifically provided by the Plan.

Section 10.04Authorized Payments. If the Committee receives evidence satisfactory to it that any person entitled to receive a payment hereunder is, at the time the benefit is payable, physically, mentally or legally incompetent to receive such payment and to give a valid receipt therefor, and that an individual or institution is then maintaining or has custody of such person and that no guardian, committee or other representative of the estate of such person has been duly appointed, the Committee may direct that such payment be paid to such individual or institution maintaining or having custody of such person, and the receipt of such individual or institution shall be valid and a complete discharge for the payment of such benefit.

Section 10.05Section 409A. Although the Company makes no guarantee with respect to the tax treatment of payments and benefits hereunder, the Plan is intended to comply with the applicable requirements of Section 409A and shall be limited, construed, administered, and interpreted in accordance with such intent. Accordingly, and notwithstanding Article IX, the Company reserves the right to amend the provisions of the Plan at any time in order to avoid the imposition of any tax or penalty under Section 409A on any payments to be made hereunder. In no event whatsoever shall the Company or any of its affiliates be liable for any additional tax, interest or penalties that may be imposed on a Participant by Section 409A or any damages for failing to comply with Section 409A, other than for withholding or other obligations applicable to employers, if any, under Section 409A.

Section 10.06Gender; Words. Wherever any words are used herein in the masculine, feminine or neuter gender, they shall be construed as though they were also used in another gender in all cases where they would so apply, and whenever any words are used herein in the singular or plural form, they shall be construed as though they were also used in the other form in all cases where they would so apply.

Section 10.07Assignment of Benefits. Benefits provided under the Plan may not be assigned or alienated, either voluntarily or involuntarily, other than by will or the applicable laws of descent and distribution.

Section 10.08Conflicts of Laws. The laws of the State of Delaware shall control the interpretation and performance of the terms of the Plan. The Plan is not intended to qualify under Section 401(a) of the Code or the Employee Retirement Income Security Act of 1974, as amended.

Section 10.09Share Incentive Plan. Restricted Share Units credited to a Participant’s Account under the Plan shall be considered “Deferred Shares “granted under the Share Incentive Plan and shall be subject to the provisions of the Share Incentive Plan, which provisions are incorporated herein by reference, including without limitation, the provisions Section 4(b) of the Share Incentive Plan providing for the adjustment of Awards (as defined in the Share Incentive Plan) upon certain events.

Article XI.Effective Date

Section 11.01This Plan shall be effective as of the Effective Date, and shall continue in force during subsequent years unless amended or revoked by action of the Board.

Exhibit 31.1

RULE 13a-14(a) CERTIFICATION

I, Daniel R. Chard, certify that:

1. I have reviewed this report on Form 10-Q of Medifast, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

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Date:	August 4, 2021	/s/ Daniel R. Chard
		Daniel R. Chard
		Chief Executive Officer

Exhibit 31.2

RULE 13a-14(a) CERTIFICATION

I, James P. Maloney, certify that:

1. I have reviewed this report on Form 10-Q of Medifast, Inc.;

4. I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

5. I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

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Date:	August 4, 2021	/s/ James P. Maloney
		James P. Maloney Chief Financial Officer

Exhibit 32.1

MEDIFAST, INC.

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-Q (the “Report”) for the quarter ended June 30, 2021 of Medifast, Inc. (the “Company”), as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Daniel R. Chard, Chief Executive Officer and I, James P. Maloney, Chief Financial Officer, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, to the best of my knowledge, that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of the operations of the Company.


By:	/s/ DANIEL R. CHARD
	Daniel R. Chard
	Chief Executive Officer
	August 4, 2021


	/s/ JAMES P. MALONEY
	James P. Maloney
	Chief Financial Officer
	August 4, 2021