med-20250331

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

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

For the quarterly period ended March 31, 2025

o 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)

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 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 x No o

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 x No o

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. o

Indicate by checkmark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes o No x

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 April 21, 2025 was 10,991,021.


Part 1 – Financial Information



Item 1 – Financial Statements


Condensed Consolidated Statements of Operations (unaudited) for the Three Months Ended March 31, 2025 and 2024			2

Condensed Consolidated Statements of Comprehensive Income (Loss) (unaudited) for the Three Months Ended March 31, 2025 and 2024			3

Condensed Consolidated Balance Sheets (unaudited) as of March 31, 2025 and December 31, 2024			4

Condensed Consolidated Statements of Cash Flows (unaudited) for the Three Months Ended March 31, 2025 and 2024			5

Condensed Consolidated Statements of Changes in Stockholders’ Equity (unaudited) for the Three Months Ended March 31, 2025 and 2024			6

Notes to Condensed Consolidated Financial Statements (unaudited)			7

Item 2 – Management’s Discussion and Analysis of Financial Condition and Results of Operations			16

Item 3 – Quantitative and Qualitative Disclosures about Market Risk			23

Item 4 – Controls and Procedures			23

Part II – Other Information

Item 1 – Legal Proceedings			24

Item 1A – Risk Factors			24

Item 2 – Unregistered Sales of Equity Securities and Use of Proceeds			24

Item 6 – Exhibits			25


	Three months ended March 31,
	2025		2024

Revenue	$	115,728	$	174,739
Cost of sales	31,483		47,447
Gross profit	84,245		127,292

Selling, general, and administrative	85,507		119,352

Income (loss) from operations	(1,262)		7,940

Other income
Interest income	1,301		1,223
Other income	487		2,422
	1,788		3,645

Income before provision for income taxes	526		11,585

Provision for income taxes	1,298		3,269

Net income (loss)	$	(772)	$	8,316

Earnings (loss) per share - basic	$	(0.07)	$	0.76

Earnings (loss) per share - diluted	$	(0.07)	$	0.76

Weighted average shares outstanding
Basic	10,948		10,909
Diluted	10,948		10,958


	March 31, 2025		December 31, 2024

ASSETS
Current Assets
Cash and cash equivalents	$	91,717	$	90,928
Inventories, net	39,364		42,421
Investments	72,876		71,416

Prepaid expenses and other current assets	9,566		9,639
Total current assets	213,523		214,404

Property, plant and equipment, net of accumulated depreciation	36,313		37,527
Right-of-use assets	10,010		11,155
Other assets	8,725		9,667
Deferred tax assets, net	11,440		11,460


TOTAL ASSETS	$	280,011	$	284,213

LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Accounts payable and accrued expenses	$	51,816	$	56,494

Income taxes payable	2,626		1,485
Current lease obligations	6,156		6,182
Total current liabilities	60,598		64,161

Lease obligations, net of current lease obligations	8,454		9,943


Total liabilities	69,052		74,104

Stockholders' Equity
Common stock, par value $0.001 per share: 20,000 shares authorized;
10,991 and 10,938 issued and outstanding
at March 31, 2025 and December 31, 2024, respectively	11		11
Additional paid-in capital	34,697		33,136
Accumulated other comprehensive income	239		180
Retained earnings	176,012		176,782

Total stockholders' equity	210,959		210,109

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	280,011	$	284,213


	Three months ended March 31, 2025
	Number of Shares Issued	Common Stock		Additional Paid-In Capital		Accumulated Other Comprehensive Income		Retained Earnings		Treasury Stock		Total

Balance, December 31, 2024	10,938	$	11	$	33,136	$	180	$	176,782	$	—	$	210,109
Net loss	—	—		—		—		(772)		—		(772)
Share-based compensation	80	—		1,930		—		—		—		1,930
Net shares repurchased for employee taxes	(27)	—		(369)		—		—		—		(369)


Other comprehensive income	—	—		—		59		—		—		59

Forfeiture of dividends on unvested awards	—	—		—		—		2		—		2

Balance, March 31, 2025	10,991	$	11	$	34,697	$	239	$	176,012	$	—	$	210,959


	Three months ended March 31, 2024
	Number of Shares Issued	Common Stock		Additional Paid-In Capital		Accumulated Other Comprehensive Income		Retained Earnings		Treasury Stock		Total

Balance, December 31, 2023	10,896	$	11	$	26,573	$	248	$	174,649	$	—	$	201,481
Net income	—	—		—		—		8,316		—		8,316
Share-based compensation	59	—		2,171		—		—		—		2,171
Options exercised by directors	1	—		36		—		—		—		36
Net shares repurchased for employee taxes	(19)	—		(817)		—		—		—		(817)


Other comprehensive loss	—	—		—		(226)		—		—		(226)


Balance, March 31, 2024	10,937	$	11	$	27,963	$	22	$	182,965	$	—	$	210,961


	March 31, 2025		December 31, 2024

Raw materials	$	7,287	$	6,704
Packaging	1,328		1,429
Non-food finished goods	1,633		2,031
Finished goods	30,285		33,702
Reserve for obsolete inventory	(1,169)		(1,445)
Total	$	39,364	$	42,421


2025 (excluding the three months ended March 31, 2025)	$	4,862
2026	4,783
2027	2,553
2028	2,618
2029	240
Thereafter	—
Total lease payments	$	15,056
Less: imputed interest	(446)
Total	$	14,610


	March 31, 2025		December 31, 2024

Foreign currency translation	$	—	$	(1)
Unrealized gains on investments	239		181
Accumulated other comprehensive income	$	239	$	180


	March 31, 2025
	Cost		Unrealized Gains (Losses)		Accrued Interest		Estimated Fair Value		Cash & Cash Equivalents		Investment Securities

Cash and cash equivalents, excluding money market accounts	$	78,246	$	—	$	—	$	78,246	$	78,246	$	—

Level 1:
Money market accounts	13,471		—		—		13,471		13,471		—
Government & agency securities	29,060		47		118		29,225		—		29,225
Equity securities	10,000		(3,339)		—		6,661		—		6,661
	52,531		(3,292)		118		49,357		13,471		35,886

Level 2:
Corporate bonds	36,360		274		356		36,990		—		36,990

Total	$	167,137	$	(3,018)	$	474	$	164,593	$	91,717	$	72,876


	December 31, 2024
	Cost		Unrealized Gains (Losses		Accrued Interest		Estimated Fair Value		Cash & Cash Equivalents		Investment Securities

Cash and cash equivalents, excluding money market accounts	$	77,551	$	—	$	—	$	77,551	$	77,551	$	—

Level 1:
Money market accounts	13,377		—		—		13,377		13,377		—
Government & agency securities	28,920		15		96		29,031		—		29,031
Equity securities	10,000		(3,939)		—		6,061		—		6,061
	52,297		(3,924)		96		48,469		13,377		35,092

Level 2:
Corporate bonds	35,771		227		326		36,324		—		36,324

Total	$	165,619	$	(3,697)	$	422	$	162,344	$	90,928	$	71,416


	Three months ended March 31,
	2025		2024

Operating Activities
Net income (loss)	$	(772)	$	8,316
Adjustments to reconcile net income (loss) to cash provided by operating activities
Depreciation and amortization	3,280		3,261
Non-cash lease expense	1,145		1,108
Share-based compensation	1,930		2,171
Loss on sale or disposal of property, plant and equipment	387		13
Realized gain on sale of investment securities	(7)		(9)
Amortization of discount on investment securities	(190)		(191)
Deferred income taxes	20		112
Unrealized gain on equity investment securities	(620)		(2,437)
Change in operating assets and liabilities:
Inventories	3,057		8,318
Prepaid expenses and other current assets	73		(742)
Other assets	(41)		24
Accounts payable and accrued expenses	(5,997)		(15,918)
Income taxes	1,141		3,256
Net cash flow provided by operating activities	3,406		7,282

Investing Activities
Purchase of investment securities	(14,991)		(9,169)
Proceeds from sale and maturities of investment securities	14,459		8,235
Purchase of property and equipment	(1,522)		(1,841)
Net cash flow used in investing activities	(2,054)		(2,775)

Financing Activities

Options exercised by directors	—		36
Net shares repurchased for employee taxes	(369)		(817)
Cash dividends paid to stockholders	(194)		(710)


Net cash flow used in financing activities	(563)		(1,491)

Foreign currency impact	—		15


	Three months ended March 31,
	2025			2024
	Awards	Weighted-Average Exercise Price		Awards	Weighted-Average Exercise Price

Outstanding at beginning of period	22	$	66.68	25	$	62.20
Exercised	—	—		(1)	27.68
Forfeited	—	—		(2)	26.52
Outstanding at end of the period	22	$	66.68	22	$	66.68
Exercisable at end of the period	22	$	66.68	22	$	66.68


	Three months ended March 31,
	2025			2024
	Shares	Weighted-Average Grant Date Fair Value		Shares	Weighted-Average Grant Date Fair Value

Outstanding at beginning of period	279	$	57.21	114	$	127.87
Granted	451	13.86		162	35.75
Vested	(80)	67.24		(34)	139.19
Forfeited	(1)	54.78		—	—
Outstanding at end of the period	649	$	25.87	242	$	64.55


2025	Total Number of Shares Purchased (1)	Average Price Paid per Share	Total Number of Shares Purchased as Part of a Publicly Announced Plan or Program	Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs (2)
January 1 - January 31	—	—	—	1,323,568
February 1 - February 28	70	14.61	—	1,323,568
March 1 - March 31	26,326	14.00	—	1,323,568


	March 31, 2025		March 31, 2024

Net gains recognized during the period on equity securities	$	600	$	2,437
Less: Net gains recognized on equity securities sold	—		—
Unrealized gains recognized during the reporting period on equity securities still held at the reporting date	$	600	$	2,437


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						Amended and Restated 2012 Share Incentive Plan (filed herewith).

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

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

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

101						The following financial statements from Medifast, Inc.’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2025 filed April 28, 2025, 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.


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

Dated:			April 28, 2025


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

Dated:			April 28, 2025