MEDIFAST INC

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, 2024 has been derived from the 2024 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, 2024 (“2024 Form 10-K”).

The results of operations for the three and six months ended June 30, 2025 are not necessarily indicative of results that may be expected for the fiscal year ending December 31, 2025. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto, which are included in the 2024 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.

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.

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.

Advertising Expense -The costs of advertising efforts are expensed as incurred. They are recorded in selling, general, and administrative expense in the accompanying Unaudited Condensed Consolidated Statements of Operations. Advertising expense, excluding agency fees, for the three months ended June 30, 2025 and 2024 amounted to $1.6 million and $2.8 million, respectively. Advertising expense, excluding agency fees, for the six months ended June 30, 2025 and 2024 amounted to $6.2 million and $5.3 million, respectively.

Provision for Income Taxes -For the three months ended June 30, 2025, the Company recorded $0.4 million in income tax expense, an effective tax rate of 13.7%, as compared to an income tax benefit of $2.5 million, an effective tax rate of 23.4%, for the three months ended June 30, 2024. The decrease in the effective tax rate for thethree months ended June 30, 2025 was primarily driven by the increase in the limitation for executive compensation, which was magnified by the near break-even pre-tax position in the current year. For the six months ended June 30, 2025, the Company recorded $1.7 million in income tax expense, an effective tax rate of 49.8%, as compared to $0.8 million, an effective tax rate of 82.6%, for the six months ended June 30, 2024. The decrease in the effective tax rate for the six months ended June 30, 2025 was primarily driven by the change in a tax shortfall for stock compensation which represented 75.2% of the change and the change in the limitation for executive compensation, which represented 7.2% of the change partially offset by the aggregation of several smaller items, totaling 49.7%. These changes were magnified by the near break-even pre-tax position in both periods.

Accounting Pronouncements - Adopted in 2025

In November 2023, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update 2023-07—Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (“ASU 2023-07”) to improve financial reporting by requiring disclosure of incremental segment information on an annual and interim basis for all public entities to enable investors to develop more decision-useful financial analyses. ASU 2023-07 was effective for public business entities for annual periods beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption was permitted. The Company adopted the standard for annual period during the quarter ended December 31, 2024, and for interim period during the quarter ended March 31, 2025. The Company's segment disclosures are reported in Footnote 9.

Recently Issued Accounting Pronouncements - Pending Adoption

In December 2023, the FASB issued Accounting Standards Update 2023-09—Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”) to enhance the transparency and decision usefulness of income tax disclosures, including jurisdictional information, by requiring consistent categories and greater disaggregation of information in the rate reconciliation and income taxes paid disclosures. ASU 2023-09 is effective for public business entities for annual periods beginning after December 15, 2024, and for all other entities for annual periods beginning after December 15, 2025. Prospective application is required, though retrospective application is permitted. Entities are permitted to early adopt the standard. The Company has not early adopted the standard. The Company is currently evaluating the impact of adopting ASU 2023-09 on its consolidated financial statements.

In November 2024, the FASB issued Accounting Standards Update 2024-03—Disaggregation of Income Statement Expenses (“ASU 2024-03”) to improve the disclosures about a public business entity’s expenses and address requests from investors for more detailed information about the types of expenses in commonly presented expense captions. ASU 2024-03 is effective for annual reporting periods beginning after December 15, 2027. Early adoption is permitted. The Company is currently evaluating the impact of adopting ASU 2024-03 on its consolidated financial statements.

2. INVENTORIES, NET

Inventories consist principally of raw materials, packaging, non-food finished goods and packaged meal replacements, protein powder, and supplements 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):

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):

The calculation of diluted EPS excluded 402 thousand and 326 thousand antidilutive restricted stock awards for the three months ended June 30, 2025 and 2024, respectively, and 375 thousand and 142 thousand antidilutive restricted stock awards for the six months ended June 30, 2025 and 2024, respectively. EPS is computed independently for each of the periods presented above, and accordingly, the sum of the quarterly earnings per share may not equal the year-to-date total computed.

4. SHARE-BASED COMPENSATION

Stock Options

The Company has granted non-qualified and incentive stock options to employees and non-employee directors under the Amended and Restated 2012 Share Incentive Program. The fair values of these options were estimated on the grant dates using the Black-Scholes option pricing model, which required 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, 2025, generally vested over a period of 3 years and expire 10 years from the date of grant. The exercise price of these options is $66.68. Due to the Company’s lack of option exercise history on the date of grant, the expected term was 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 was based on the U.S. Treasury yield curve in effect on the date of grant that most closely corresponded to the expected term of the option. The expected volatility was 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 was 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, 2025 and 2024, the Company didnot grant stock options.

The following table is a summary of our stock option activity (in thousands, except per share data):

As of June 30, 2025, the weighted-average remaining contractual life for both the outstanding stock options and exercisable stock options was 2.6 years with an aggregate intrinsic value of $0. There wasno unrecognized compensation on the awards for the period ended June 30, 2025. There wereno stock options exercised for the six months ended June 30, 2025. For the six months ended June 30, 2024, the Company received $36 thousand in cash proceeds from the exercise of stock options. The total intrinsic value for stock options exercised during the six months ended June 30, 2024 was $15 thousand.

Restricted Stock

The Company has granted restricted stock under the Amended and Restated 2012 Share Incentive Plan to employees and non-employee directors generally with vesting terms up to 3 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 (in thousands, except per share data):

The Company withheld approximately 27 thousand shares and 11 thousand 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, 2025 and 2024, respectively. The total fair value of restricted stock awards vested during the six months ended June 30, 2025 and 2024 was $1.1 million and $1.3 million, respectively.

Market and Performance-based Share Awards

The Company has granted market and performance-based share awards in 2022, 2023, and 2025, and performance-based share awards in 2021 and 2024 under the Amended and Restated 2012 Share Incentive Plan to certain key executives who were granted deferred shares and may earn between 0% and 229% of the target number depending upon both the Company’s total stockholder return (“TSR”), for those with market conditions, and the Company’s performance against predetermined performance goals over athree-year performance period after the date of grant. Market and performance-based share awards that are tied to the Company’s TSR are valued using the Monte Carlo method and are recognized ratably as expense over the award’s performance period. The fair value of the performance-based share awards is equal to the market price of the Company’s common stock on the date of grant adjusted by expected level of achievement over the performance period. Expense for performance-based share awards is amortized ratably over the performance period. In the event that management determines that the Company will not reach the lower threshold of the predetermined performance goals established in the grant agreement, any previously recognized expense is reversed in the period in which such a determination is made.

No market and performance-based share awards were issued during the six months ended June 30, 2025, as a result of the market and performance-based share awards granted in March of 2022 not reaching the lower threshold of the predetermined performance goals. The total fair value of market and performance-based share awards issued during the six months ended June 30, 2024 was $1.3 million. The Company withheld 0 thousand and approximately 8 thousand shares for the quarters ended June 30, 2025 and 2024, respectively to cover minimum tax liability withholding obligations upon the vesting of shares of market and performance-based share awards.

Share-based compensation expense is recorded in selling, general, and administrative expense in the accompanying Condensed Consolidated Statements of Operations. The total expense during the three months ended June 30, 2025 and 2024 was as follows (in thousands):

The total expense during the six months ended June 30, 2025 and 2024 was as follows (in thousands):

The total income tax benefit recognized in the accompanying Condensed Consolidated Statements of Operations for restricted stock awards was $0.3 million and $0.1 million for the three months ended June 30, 2025 and 2024, respectively, and the income tax expense of $0.1 million and $0.4 million for the six months ended June 30, 2025 and 2024, respectively.

There was $11.1 million of total unrecognized compensation expense related to restricted stock awards as of June 30, 2025, which is expected to be recognized over a weighted-average period of 2.0 years. There was $7.0 million of unrecognized compensation expense related to the 366 thousand market and performance-based shares and 117 thousand performance-based shares presented in the table above as of June 30, 2025, which is expected to be recognized over a weighted-average period of 2.0 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 for the six months ended June 30, 2025 and 2024.

Our leases relating to office and warehouse space have lease terms of 65 months to 102 months. Our leases relating to equipment have lease terms of 36 months, with certain of them having automatic renewal clauses.

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 are recognized as expenses when they are incurred.

The operating lease expense was $1.2 million and $1.2 million for the three months ended June 30, 2025 and 2024, respectively, and $2.5 million and $2.5 million for the six months ended June 30, 2025 and 2024, respectively.

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

As of June 30, 2025, the weighted average remaining lease term was 2.75 years and the weighted average discount rate was 2.20%.

The following table presents the maturity of the Company’s operating lease liabilities as of June 30, 2025 (in thousands):

6. ACCUMULATED OTHER COMPREHENSIVE INCOME

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

7. INVESTMENTS

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 on-going 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):

The Company had $2.7 million and $65 thousand realized gains for the three months ended June 30, 2025 and 2024. The Company had$3.3 million and $74 thousand realized gains for the six months ended June 30, 2025 and 2024.

During the fourth quarter of 2023, the Company entered into an agreement with LifeMD, Inc (Nasdaq: LFMD), a leading provider of virtual primary care, to purchase shares of common stock of LifeMD for $10 million. The 180-day lock-up period expired on June 8, 2024, and the registration process was completed, effective July 18, 2024. During the second quarter of 2025, the Company sold all of its holdings in LifeMD common stock. Prior to the sale, the fair value of the investment was recorded within the investment securities of the Condensed Consolidated Balance Sheets. The net proceeds received from the sale are recorded within cash and cash equivalents of the Condensed Consolidated Balance Sheets at June 30, 2025. The gains and losses related to the Company’s LifeMD investment for the three and six months ended June 30, 2025 and 2024 are summarized in the table below (in thousands):

During the fourth quarter of 2023, the Company entered into an agreement in which LifeMD would provide services to stand-up the collaboration between LifeMD and the Company. The Company recognized $0.0 million and $3.3 million within selling, general, and administrative expenses for services performed by LifeMD for the six months ended June 30, 2025 and 2024. The Company recognized $0.0 million and $2.0 million within selling, general, and administrative expenses for services performed by LifeMD for the three months ended June 30, 2025 and 2024. Although the Company sold all of its equity holdings in LifeMD common stock during the quarter ended June 30, 2025, the collaboration between LifeMD and the Company continues and remains unchanged.

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. On May 31, 2022, the Credit Agreement was amended to increase the borrowing capacity and convert the interest rate to be based on Secured Overnight Financing Rate ("SOFR"), from London Inter-Bank Offered Rate ("LIBOR") (the "Amended Credit Agreement"). The Amended Credit Agreement provided for a $225.0 million senior secured revolving credit facility with a $20.0 million letter of credit sublimit. The Amended Credit Agreement also provided for an uncommitted incremental facility that permitted the Company, subject to certain conditions, to increase the senior secured revolving credit facility by up to $100.0 million. The Credit Agreement otherwise would have matured on April 13, 2026.

On October 30, 2024, the Company terminated its Amended Credit Agreement with Citibank, N.A. The Company hadno borrowings under the Amended Credit Agreement, inclusive of the credit facility and letter of credit sublimit as of the termination date.

9. SEGMENT REPORTING

The Company's OPTAVIA segment derives revenues from clients through the sale of OPTAVIA products which are shipped directly to clients. Our OPTAVIA coaches help clients adopt healthy habits and learn the benefits of our products. The accounting policies of the Company's single segment are the same as those described in the Company's Significant Accounting Policies.

The Company’s chief operating decision maker (“CODM”) is the Chief Executive Officer. The CODM assesses performance for the segment and decides how to allocate resources based on net income (loss) that also is reported on the accompanying Unaudited Condensed Consolidated Statements of Operations as net income (loss). The measure of segment assets is reported on the Consolidated Balance Sheets as total assets. The CODM uses net income (loss) to evaluate the income (loss) generated from segment assets in deciding whether to reinvest profits into the segment or into other parts of the entity, such as for share buybacks. Net income (loss) is used to monitor budget versus actual results. The CODM also uses net income (loss) in competitive analysis by benchmarking to the Company’s competitors. The competitive analysis along with the monitoring of budgeted versus actual results are used in assessing performance of the segment and in establishing management’s compensation. The Company does not have significant intra-entity sales or transfers.

The Company hasone reportable segment: OPTAVIA. The OPTAVIA segment recognizes revenue when control of the products is transferred to the client. The segment pays commissions on the sale of products to OPTAVIA coaches. The Company derives all of its revenue from sales within the United States and manages the business activities on a consolidated basis.

The following table presents the OPTAVIA segment's revenue, significant segment expenses, and segment net income for the three months ended June 30, 2025 and 2024, respectively:

(1) Other loss (income) included within Segment net income (loss) includes interest income, interest expense, and realized and unrealized gains and losses on LifeMD common stock.

Segment depreciation expense of property, plant, and equipment for the three months ended June 30, 2025 and 2024 was$3.1 million and$10.5 million, respectively. Segment additions of property, plant, and equipment for the three months ended June 30, 2025, and 2024 were$1.4 million and$2.0 million, respectively.

The following table presents the OPTAVIA segment's revenue, significant segment expenses, and segment net income for the six months ended June 30, 2025 and 2024, respectively:

(1) Other income included within Segment net income includes interest income, interest expense, and realized and unrealized gains and losses on LifeMD common stock.

Segment depreciation expense of property, plant, and equipment for the six months ended June 30, 2025 and 2024 was$5.4 million and$12.8 million, respectively. Segment additions of property, plant, and equipment for the six months ended June 30, 2025 and 2024 were$2.9 million and $3.8 million, respectively.

10. SUBSEQUENT EVENTS

On July 4, 2025, tax legislation entitled an Act to provide for reconciliation pursuant to title II of H. Con. Res. 14 (“the “Act”) and commonly referred to as the One Big Beautiful Bill Act (“OBBBA”). Since the OBBBA was enacted after the June 30, 2025 balance sheet date, its initial impacts will not be recorded until the period of enactment which will be the quarter ending September 30, 2025 for the Company. The Company is still analyzing the provisions of the OBBBA but the primary provisions of the Act impacting the Company should not impact the Company’s effective tax rate but could impact the timing of tax deductions related to research and development costs and fixed asset expenditures after January 19, 2025.