Cover
Cover - shares | 6 Months Ended | |
Jun. 30, 2024 | Jul. 29, 2024 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 30, 2024 | |
Document Transition Report | false | |
Entity File Number | 001-31573 | |
Entity Registrant Name | Medifast, Inc. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 13-3714405 | |
Entity Address, Address Line One | 100 International Drive | |
Entity Address, City or Town | Baltimore | |
Entity Address, State or Province | MD | |
Entity Address, Postal Zip Code | 21202 | |
City Area Code | 410 | |
Local Phone Number | 581-8042 | |
Title of 12(b) Security | Common Stock, par value $0.001 per share | |
Trading Symbol | MED | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 10,937,418 | |
Entity Central Index Key | 0000910329 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2024 | |
Document Fiscal Period Focus | Q2 | |
Amendment Flag | false |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Income Statement [Abstract] | ||||
Revenue | $ 168,558 | $ 296,188 | $ 343,297 | $ 645,170 |
Cost of sales | 45,120 | 85,473 | 92,567 | 188,065 |
Gross profit | 123,438 | 210,715 | 250,730 | 457,105 |
Selling, general, and administrative | 131,314 | 172,009 | 250,666 | 364,887 |
Income (loss) from operations | (7,876) | 38,706 | 64 | 92,218 |
Other income (expense) | ||||
Interest income | 1,296 | 462 | 2,519 | 281 |
Other expense | (4,070) | (51) | (1,647) | (53) |
Total other income (expense) | (2,774) | 411 | 872 | 228 |
Income (loss) from operations before income taxes | (10,650) | 39,117 | 936 | 92,446 |
Provision (benefit) for income taxes | (2,496) | 8,837 | 773 | 22,198 |
Net income (loss) | $ (8,154) | $ 30,280 | $ 163 | $ 70,248 |
Earnings (loss) per share | ||||
Basic (in usd per share) | $ (0.75) | $ 2.78 | $ 0.01 | $ 6.46 |
Diluted (in usd per share) | $ (0.75) | $ 2.77 | $ 0.01 | $ 6.43 |
Weighted average shares outstanding | ||||
Basic (in shares) | 10,937 | 10,888 | 10,923 | 10,876 |
Diluted (in shares) | 10,937 | 10,917 | 10,967 | 10,923 |
Cash dividends declared per share (in usd per share) | $ 0 | $ 1.65 | $ 0 | $ 3.30 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (UNAUDITED) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Statement of Comprehensive Income [Abstract] | ||||
Net income (loss) | $ (8,154) | $ 30,280 | $ 163 | $ 70,248 |
Other comprehensive income (loss), net of tax: | ||||
Foreign currency translation | 32 | 90 | 43 | 99 |
Unrealized losses on investment securities | (28) | 0 | (265) | 0 |
Other comprehensive income (loss), net of tax | 4 | 90 | (222) | 99 |
Comprehensive income (loss) | $ (8,150) | $ 30,370 | $ (59) | $ 70,347 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Current Assets | ||
Cash and cash equivalents | $ 108,016 | $ 94,440 |
Inventories | 39,603 | 54,591 |
Investments | 55,489 | 55,601 |
Income taxes, prepaid | 8,728 | 8,727 |
Prepaid expenses and other current assets | 12,479 | 10,670 |
Total current assets | 224,315 | 224,029 |
Property, plant and equipment - net of accumulated depreciation | 39,921 | 51,467 |
Right-of-use assets | 13,417 | 15,645 |
Other assets | 11,770 | 14,650 |
Deferred tax assets | 4,108 | 4,117 |
TOTAL ASSETS | 293,531 | 309,908 |
Current Liabilities | ||
Accounts payable and accrued expenses | 69,148 | 86,415 |
Current lease obligations | 6,031 | 5,885 |
Total current liabilities | 75,179 | 92,300 |
Lease obligations, net of current lease obligations | 13,069 | 16,127 |
Total liabilities | 88,248 | 108,427 |
Stockholders' Equity | ||
Common stock, par value $0.001 per share: 20,000 shares authorized; 10,937 and 10,896 issued outstanding at June 30, 2024 and December 31, 2023, respectively | 11 | 11 |
Additional paid-in capital | 30,401 | 26,573 |
Accumulated other comprehensive income | 26 | 248 |
Retained earnings | 174,845 | 174,649 |
Total stockholders' equity | 205,283 | 201,481 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $ 293,531 | $ 309,908 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) (Parenthetical) - $ / shares | Jun. 30, 2024 | Dec. 31, 2023 |
Statement of Financial Position [Abstract] | ||
Common stock, par value (in usd per share) | $ 0.001 | $ 0.001 |
Common stock, authorized (in shares) | 20,000,000 | 20,000,000 |
Common stock, issued (in shares) | 10,937,000 | 10,896,000 |
Common stock, outstanding (in shares) | 10,937,000 | 10,896,000 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
Operating Activities | ||
Net income | $ 163 | $ 70,248 |
Adjustments to reconcile net income to cash provided by operating activities | ||
Depreciation and amortization | 6,328 | 6,342 |
Non-cash lease expense | 2,225 | 2,514 |
Share-based compensation | 4,625 | 3,120 |
Loss on sale or disposal of property, plant and equipment | 51 | 619 |
Realized gain on sale of investment securities | (74) | 0 |
Amortization of discount on investment securities | (372) | 0 |
Deferred income taxes | 9 | 800 |
Unrealized loss on equity investment securities | 1,752 | 0 |
Non-cash charges for supply chain optimization | 11,689 | 0 |
Change in operating assets and liabilities: | ||
Inventories | 14,988 | 49,960 |
Prepaid expenses and other current assets | (1,809) | 3,721 |
Other assets | 206 | (2,142) |
Accounts payable and accrued expenses | (19,430) | (31,851) |
Income taxes payable | (1) | 3,874 |
Net cash flow provided by operating activities | 20,351 | 107,205 |
Investing Activities | ||
Purchase of investment securities | (17,646) | 0 |
Proceeds from sale and maturities of investment securities | 16,118 | 0 |
Purchase of property and equipment | (3,779) | (3,859) |
Net cash flow used in investing activities | (5,307) | (3,859) |
Financing Activities | ||
Options exercised by directors | 36 | 105 |
Net shares repurchased for employee taxes | (833) | (3,238) |
Cash dividends paid to stockholders | (714) | (36,996) |
Stock repurchases | 0 | (3,602) |
Net cash flow used in financing activities | (1,511) | (43,731) |
Foreign currency impact | 43 | 99 |
Increase in cash and cash equivalents | 13,576 | 59,714 |
Cash and cash equivalents - beginning of the period | 94,440 | 87,691 |
Cash and cash equivalents - end of period | 108,016 | 147,405 |
Supplemental disclosure of cash flow information: | ||
Income taxes paid | 504 | 17,520 |
Dividends included in accounts payable and accrued expenses | $ 659 | $ 18,987 |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (UNAUDITED) - USD ($) shares in Thousands, $ in Thousands | Total | Common Stock | Additional Paid-In Capital | Accumulated Other Comprehensive Income | Retained Earnings | Treasury Stock |
Balance (in shares) at Dec. 31, 2022 | 10,928 | |||||
Balance at Dec. 31, 2022 | $ 155,044 | $ 11 | $ 21,555 | $ 24 | $ 139,852 | $ (6,398) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net income (loss) | 39,968 | 39,968 | ||||
Share-based compensation (in shares) | 69 | |||||
Share-based compensation | 606 | 606 | ||||
Options exercised by directors (in shares) | 4 | |||||
Options exercised by directors | 105 | 105 | ||||
Net shares repurchased for employee taxes (in shares) | (30) | |||||
Net shares repurchased for employee taxes | (3,236) | (3,236) | ||||
Treasury stock from stock repurchases | (3,602) | (3,602) | ||||
Treasury stock retired from stock repurchases (in shares) | (84) | |||||
Treasury stock retired from stock repurchases | 0 | (10,000) | 10,000 | |||
Other comprehensive income | 9 | 9 | ||||
Cash dividends declared to stockholders | (17,994) | (17,994) | ||||
Balance (in shares) at Mar. 31, 2023 | 10,887 | |||||
Balance at Mar. 31, 2023 | 170,900 | $ 11 | 19,030 | 33 | 151,826 | 0 |
Balance (in shares) at Dec. 31, 2022 | 10,928 | |||||
Balance at Dec. 31, 2022 | 155,044 | $ 11 | 21,555 | 24 | 139,852 | (6,398) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net income (loss) | $ 70,248 | |||||
Options exercised by directors (in shares) | 4 | |||||
Other comprehensive income | $ 99 | |||||
Balance (in shares) at Jun. 30, 2023 | 10,889 | |||||
Balance at Jun. 30, 2023 | 185,561 | $ 11 | 21,542 | 123 | 163,885 | 0 |
Balance (in shares) at Mar. 31, 2023 | 10,887 | |||||
Balance at Mar. 31, 2023 | 170,900 | $ 11 | 19,030 | 33 | 151,826 | 0 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net income (loss) | 30,280 | 30,280 | ||||
Share-based compensation (in shares) | 2 | |||||
Share-based compensation | 2,514 | 2,514 | ||||
Net shares repurchased for employee taxes | (2) | (2) | ||||
Other comprehensive income | 90 | 90 | ||||
Cash dividends declared to stockholders | (18,221) | (18,221) | ||||
Balance (in shares) at Jun. 30, 2023 | 10,889 | |||||
Balance at Jun. 30, 2023 | $ 185,561 | $ 11 | 21,542 | 123 | 163,885 | 0 |
Balance (in shares) at Dec. 31, 2023 | 10,896 | 10,896 | ||||
Balance at Dec. 31, 2023 | $ 201,481 | $ 11 | 26,573 | 248 | 174,649 | 0 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net income (loss) | 8,316 | 8,316 | ||||
Share-based compensation (in shares) | 59 | |||||
Share-based compensation | 2,171 | 2,171 | ||||
Options exercised by directors (in shares) | 1 | |||||
Options exercised by directors | 36 | 36 | ||||
Net shares repurchased for employee taxes (in shares) | (19) | |||||
Net shares repurchased for employee taxes | (817) | (817) | ||||
Other comprehensive income | (226) | (226) | ||||
Balance (in shares) at Mar. 31, 2024 | 10,937 | |||||
Balance at Mar. 31, 2024 | $ 210,961 | $ 11 | 27,963 | 22 | 182,965 | 0 |
Balance (in shares) at Dec. 31, 2023 | 10,896 | 10,896 | ||||
Balance at Dec. 31, 2023 | $ 201,481 | $ 11 | 26,573 | 248 | 174,649 | 0 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net income (loss) | $ 163 | |||||
Options exercised by directors (in shares) | 1 | |||||
Other comprehensive income | $ (222) | |||||
Balance (in shares) at Jun. 30, 2024 | 10,937 | 10,937 | ||||
Balance at Jun. 30, 2024 | $ 205,283 | $ 11 | 30,401 | 26 | 174,845 | 0 |
Balance (in shares) at Mar. 31, 2024 | 10,937 | |||||
Balance at Mar. 31, 2024 | 210,961 | $ 11 | 27,963 | 22 | 182,965 | 0 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net income (loss) | (8,154) | (8,154) | ||||
Share-based compensation | 2,454 | 2,454 | ||||
Net shares repurchased for employee taxes | (16) | (16) | ||||
Other comprehensive income | 4 | 4 | ||||
Forfeiture of dividends on unvested awards | $ 34 | 34 | ||||
Balance (in shares) at Jun. 30, 2024 | 10,937 | 10,937 | ||||
Balance at Jun. 30, 2024 | $ 205,283 | $ 11 | $ 30,401 | $ 26 | $ 174,845 | $ 0 |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 6 Months Ended |
Jun. 30, 2024 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 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, 2023 has been derived from the 2023 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, 2023 (“2023 Form 10-K”). The results of operations for the three and six months ended June 30, 2024 are not necessarily indicative of results that may be expected for the fiscal year ending December 31, 2024. 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 2023 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. Accounting Pronouncements - Adopted in 2024 In June 2022, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update 2022-03—Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions (“ASU 2023-03”) to (1) to clarify the guidance in Topic 820, Fair Value Measurement, when measuring the fair value of an equity security subject to contractual restrictions that prohibit the sale of an equity security, (2) to amend a related illustrative example, and (3) to introduce new disclosure requirements for equity securities subject to contractual sale restrictions that are measured at fair value in accordance with Topic 820. For public business entities, the amendments in ASU 2022-03 are effective for fiscal years beginning after December 15, 2023, and interim periods within those fiscal years. Early adoption is permitted for both interim and annual financial statements that have not yet been issued or made available for issuance. The Company adopted the standard during the quarter ended March 31, 2024. The adoption of the standard had no material impact on the Company’s financial statements. The Company has not adopted any new accounting standards during the three months ended June 30, 2024. Recently Issued Accounting Pronouncements - Pending Adoption In December 2023, the Financial Accounting Standards Board (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. Prospective application is required, though retrospective application is permitted. Entities are permitted to early adopt the standard. The Company did not early adopt for the 2024 reporting period. The Company is currently evaluating the impact of adopting ASU 2023-09 on its consolidated financial statements. |
INVENTORIES
INVENTORIES | 6 Months Ended |
Jun. 30, 2024 | |
Inventory Disclosure [Abstract] | |
INVENTORIES | INVENTORIES Inventories consist principally of raw materials, non-food finished goods and packaged meal replacements, protein, 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): June 30, 2024 December 31, 2023 Raw materials $ 5,507 $ 7,944 Packaging 1,219 1,962 Non-food finished goods 2,442 3,703 Finished goods 31,721 43,248 Reserve for obsolete inventory (1,286) (2,266) Total $ 39,603 $ 54,591 |
EARNINGS PER SHARE
EARNINGS PER SHARE | 6 Months Ended |
Jun. 30, 2024 | |
Earnings Per Share [Abstract] | |
EARNINGS PER SHARE | 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, 2024 2023 2024 2023 Numerator: Net income (loss) $ (8,154) $ 30,280 $ 163 $ 70,248 Denominator: Weighted average shares of common stock outstanding 10,937 10,888 10,923 10,876 Effect of dilutive common stock equivalents — 29 44 47 Weighted average shares of common stock outstanding 10,937 10,917 10,967 10,923 Earnings per share - basic $ (0.75) $ 2.78 $ 0.01 $ 6.46 Earnings per share - diluted $ (0.75) $ 2.77 $ 0.01 $ 6.43 The calculation of diluted EPS excluded 326 thousand and 45 thousand antidilutive restricted stock awards for the three months ended June 30, 2024 and 2023, respectively, and 142 thousand and 22 thousand antidilutive restricted stock awards for the six months ended June 30, 2024 and 2023, 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. |
SHARE-BASED COMPENSATION
SHARE-BASED COMPENSATION | 6 Months Ended |
Jun. 30, 2024 | |
Share-Based Payment Arrangement [Abstract] | |
SHARE-BASED COMPENSATION | SHARE-BASED COMPENSATION Stock Options The Company has issued non-qualified and incentive stock options to employees and non-employee directors. 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, 2024 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, 2024 and 2023, the Company did not grant stock options. The following table is a summary of our stock option activity (in thousands, except per share data): Six months ended June 30, 2024 2023 Awards Weighted-Average Exercise Price Awards Weighted-Average Exercise Price Outstanding at beginning of period 26 $ 62.20 33 $ 54.98 Exercised (1) 27.68 (4) 27.18 Forfeited (2) 26.52 — — Outstanding at end of the period 23 $ 66.68 29 $ 58.65 Exercisable at end of the period 23 $ 66.68 29 $ 58.65 As of June 30, 2024, the weighted-average remaining contractual life for both the outstanding stock options and exercisable stock options was 3.6 years with an aggregate intrinsic value of $0. There was no unrecognized compensation on the awards for the period ended June 30, 2024. For the six months ended June 30, 2024 and 2023, the Company received $36 thousand and $105 thousand in cash proceeds from the exercise of stock options, respectively. The total intrinsic value for stock options exercised during the six months ended June 30, 2024 and 2023 was $15 thousand and $328 thousand, respectively. Restricted Stock The Company has issued restricted stock 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): Six months ended June 30, 2024 2023 Shares Weighted-Average Grant Date Fair Value Shares Weighted-Average Grant Date Fair Value Outstanding at beginning of period 114 $ 127.87 60 $ 188.11 Granted 210 32.23 85 98.17 Vested (34) 138.80 (24) 169.42 Forfeited (4) 52.06 (3) 156.26 Outstanding at end of the period 286 $ 57.21 118 $ 127.93 The Company withheld approximately 11 thousand shares and 9 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, 2024 and 2023, respectively. The total fair value of restricted stock awards vested during the six months ended June 30, 2024 and 2023 was $1.3 million and $2.5 million, respectively. Market and Performance-based Share Awards The Company has issued market and performance-based share awards in 2022 and 2023 and performance-based share awards in 2020, 2021, and 2024 to certain key executives who were granted deferred shares and may earn between 0% and 250% 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 a three-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. Management determined that the market and performance-based share awards granted in March of 2022 and performance-based share awards granted in October of 2021 would not reach the lower threshold of the predetermined performance goals resulting in a $1.4 million and $0.1 million decrease in the Company’s share-based compensation expense during the three months ended March 31, 2023 and June 30, 2024 respectively. The Company withheld 8 thousand shares and 21 thousand shares of the Company’s common stock to cover minimum tax liability withholding obligations upon the vesting of shares of performance-based share awards for the six months ended June 30, 2024 and 2023, respectively. The total fair value of performance-based share awards issued during the six months ended June 30, 2024 and 2023 was $1.3 million and $5.3 million, respectively . Share-based compensation expense for all types of awards granted 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, 2024 and 2023 was as follows (in thousands): Three months ended June 30, 2024 2023 Shares Share-Based Compensation Expense Shares Share-Based Compensation Expense Options and restricted stock 309 $ 1,717 147 $ 1,642 Performance-based share awards granted in 2024 117 371 — — Market and performance-based share awards granted in 2023 47 482 47 482 Market and performance-based share awards granted in 2022 24 — 24 — Performance-based share awards granted in 2021 1 (116) 14 340 Performance-based share awards granted in 2020 — — 28 50 Total share-based compensation 498 $ 2,454 260 $ 2,514 The total expense during the six months ended June 30, 2024 and 2023 was as follows (in thousands): Six months ended June 30, 2024 2023 Shares Share-Based Compensation Expense Shares Share-Based Compensation Expense Options and restricted stock 309 $ 3,317 147 $ 2,869 Performance-based share awards granted in 2024 117 448 — — Market and performance-based share awards granted in 2023 47 964 47 561 Market and performance-based share awards granted in 2022 24 — 24 (1,388) Performance-based share awards granted in 2021 1 (104) 14 980 Performance-based share awards granted in 2020 — — 28 98 Total share-based compensation 498 $ 4,625 260 $ 3,120 The total income tax benefit recognized in the accompanying Condensed Consolidated Statements of Operations for stock awards was $0.1 million and $0.0 million for the three months ended June 30, 2024 and 2023, respectively, and the income tax expense of $0.4 million and income tax benefit of $0.1 million for the six months ended June 30, 2024 and 2023, respectively. There was $10.7 million of total unrecognized compensation cost related to restricted stock awards as of June 30, 2024, which is expected to be recognized over a weighted-average period of 2.00 years. There was $6.6 million of unrecognized compensation costs related to the 71 thousand market and performance-based shares and 118 thousand performance-based shares presented in the table above as of June 30, 2024, which is expected to be recognized over a weighted-average period of 1.88 years. |
LEASES
LEASES | 6 Months Ended |
Jun. 30, 2024 | |
Leases [Abstract] | |
LEASES | 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-month periods ended June 30, 2024 and 2023. 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 $1.3 million for the three months ended June 30, 2024 and 2023, respectively, and $2.5 million and $2.8 million for the six months ended June 30, 2024 and 2023, respectively. Supplemental cash flow information related to the Company’s operating leases was as follows (in thousands): Six months ended June 30, 2024 2023 Cash paid for amounts included in the measurements of lease liabilities Operating cash flow used in operating leases $ 3,141 $ 3,387 Right-of-use assets obtained in exchange for lease obligations Operating leases $ — $ 753 As of June 30, 2024, the weighted average remaining lease term was 3 years, 5 months and the weighted average discount rate was 2.30%. The following table presents the maturity of the Company’s operating lease liabilities as of June 30, 2024 (in thousands): 2024 (excluding the six months ended June 30, 2024) $ 3,171 2025 6,462 2026 4,783 2027 2,553 2028 2,618 Thereafter 240 Total lease payments $ 19,827 Less: imputed interest (727) Total $ 19,100 |
ACCUMULATED OTHER COMPREHENSIVE
ACCUMULATED OTHER COMPREHENSIVE INCOME | 6 Months Ended |
Jun. 30, 2024 | |
Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract] | |
ACCUMULATED OTHER COMPREHENSIVE INCOME | ACCUMULATED OTHER COMPREHENSIVE INCOME The following table sets forth the components of accumulated other comprehensive income, net of tax where applicable (in thousands): June 30, 2024 December 31, 2023 Foreign currency translation $ (5) $ (48) Unrealized net gains on investment securities 31 296 Accumulated other comprehensive income $ 26 $ 248 |
INVESTMENTS
INVESTMENTS | 6 Months Ended |
Jun. 30, 2024 | |
Investments, All Other Investments [Abstract] | |
INVESTMENTS | 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): June 30, 2024 Cost Unrealized Gains (Losses) Accrued Interest Estimated Fair Cash & Cash Investment Cash and cash equivalents, excluding money market accounts $ 102,982 $ — $ — $ 102,982 $ 102,982 $ — Level 1: Money market accounts 5,034 — — 5,034 5,034 — Government & agency securities 16,128 (42) 74 16,160 — 16,160 Equity Securities 10,000 (1,600) — 8,400 — 8,400 31,162 (1,642) 74 29,594 5,034 24,560 Level 2: Corporate bonds 30,577 79 273 30,929 — 30,929 Total $ 164,721 $ (1,563) $ 347 $ 163,505 $ 108,016 $ 55,489 December 31, 2023 Cost Unrealized Gains Accrued Interest Estimated Fair Cash & Cash Investment Cash and cash equivalents, excluding money market accounts $ 88,778 $ — $ — $ 88,778 $ 88,778 $ — Level 1: Money market accounts 5,662 — — 5,662 5,662 — Government & agency securities 15,282 126 40 15,448 — 15,448 Equity Securities 10,000 150 — 10,150 — 10,150 30,944 276 40 31,260 5,662 25,598 Level 2: Corporate bonds 29,440 293 270 30,003 — 30,003 Total $ 149,162 $ 569 $ 310 $ 150,041 $ 94,440 $ 55,601 The Company had $65 thousand and $0 realized gains for the three months ended June 30, 2024 and 2023. The Company had $74 thousand and $0 realized gains for the six months ended June 30, 2024 and 2023. 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 securities are subject to a registration rights agreement which stipulates that the registration of the securities is to be made as soon as practicable, but not later than 90 days, following written demand by the Company. Written demand was made, and the securities registration remained in process as of June 30, 2024. The registration process was completed, effective July 18, 2024. In addition, the shares were subject to a 180-day lock-up period from the closing date of the agreement, December 11, 2023, which expired as of June 8, 2024. The fair value of the investment is recorded within the investment securities of the consolidated balance sheet. The losses related to the Company’s LifeMD investment for the three and six months ended June 30, 2024 and 2023 are summarized in the table below (in thousands): Three months ended June 30, 2024 2023 Net losses recognized during the period on equity securities $ (4,188) $ — Less: Net losses recognized on equity securities sold — — Unrealized losses recognized during the reporting period on equity securities still held at the reporting date $ (4,188) $ — Six months ended June 30, 2024 2023 Net losses recognized during the period on equity securities $ (1,750) $ — Less: Net losses recognized on equity securities sold — — Unrealized losses recognized during the reporting period on equity securities still held at the reporting date $ (1,750) $ — The Company concurrently entered into an agreement in which LifeMD would provide services to stand-up the collaboration between LifeMD and the Company. The agreement stipulated an initial milestone payment of $5 million due upon execution of the agreement for these services. The services under the initial milestone were completed prior to December 31, 2023, and this amount was included in the Company’s selling, general, and administrative expenses on the consolidated statement of income for the quarter ended December 31, 2023. The Company made a second milestone payment under the agreement of $2.5 million on March 18, 2024. Of the total $2.5 million second milestone payment, $1.3 million was recognized within selling, general, and administrative expenses for services performed by LifeMD for the quarter ended March 31, 2024, with the remaining $1.2 million recognized in the quarter ended June 30, 2024. The final milestone payment of $2.5 million was made on June 5, 2024. Of the total $2.5 million final milestone payment, $0.8 million was recognized within selling, general, and administrative expenses for services performed by LifeMD for the quarter ended June 30, 2024, with the remaining $1.7 million to be recognized in the third quarter of 2024. |
DEBT
DEBT | 6 Months Ended |
Jun. 30, 2024 | |
Debt Disclosure [Abstract] | |
DEBT | 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 provides for a $225.0 million senior secured revolving credit facility with a $20.0 million letter of credit sublimit. The Amended 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 Amended Credit Agreement matures on April 13, 2026. The Company’s obligations under the Amended 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 Amended 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 Amended 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 Amended Credit Agreement bear interest at a rate per annum equal to (i) the Term SOFR Rate for the interest period plus the Applicable Rate (as defined in the Amended Credit Agreement) based on the Company’s Total Net Leverage Ratio or (ii) the Alternate Base Rate (as defined in the Amended Credit Agreement) as in effect from time to time plus the Applicable Rate based on the Company’s Total Net Leverage Ratio. As of June 30, 2024, the Applicable Rate for Term SOFR Loans is 1.25% per annum and the Applicable Rate for ABR Loans is 0.25% per annum. SOFR based loans also include a Credit Spread Adjustment based on the duration of the borrowing. The Amended 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 Amended 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 Amended Credit Agreement requires the Company to maintain a Total Net Leverage Ratio of no more than 2.75 to 1.00 and an Interest Coverage Ratio of at least 3.50 to 1.00. The Company had no borrowings outstanding under the Amended Credit Agreement, inclusive of the credit facility and letter of credit sublimit, as of June 30, 2024 and was in compliance with all covenants. |
SUPPLY CHAIN OPTIMIZATION
SUPPLY CHAIN OPTIMIZATION | 6 Months Ended |
Jun. 30, 2024 | |
Restructuring and Related Activities [Abstract] | |
SUPPLY CHAIN OPTIMIZATION | SUPPLY CHAIN OPTIMIZATION During the three months ended June 30, 2024, the Company completed a supply chain optimization initiative with the goal of aligning the Company’s distribution footprint with current demand levels. On June 28, 2024, the Company closed its Maryland Distribution Center located in Ridgely, Maryland. The Company is currently assessing options for the disposition of the land and building, but the associated asset group that includes the land and building is not impaired. The assets within the facility are being actively marketed for sale and were written down to fair value less cost to sell, with the impact reflected below as the loss of impairment of equipment held for sale. The Company identified certain other supply chain assets at other locations within its distribution network that will no longer be utilized and are no longer useful to the Company’s operations, and adjusted their respective useful lives accordingly, with the impact reflected below in the accelerated depreciation charges. For the three months ended June 30, 2024, the components of the Company’s supply chain optimization charges were as follows: Three Months Ended Loss on impairment of equipment held for sale $ 2,499 Accelerated depreciation charges 9,190 Non-cash charges for supply chain optimization 11,689 One-time severance costs 813 Total supply chain optimization $ 12,502 For the three months ended June 30, 2024, the supply chain optimization charges were recorded in the Company’s Condensed Consolidated Statements of Operations as follows: Three Months Ended Selling, general, and administrative $ 12,502 Total supply chain optimization $ 12,502 |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 6 Months Ended |
Jun. 30, 2024 | |
Accounting Policies [Abstract] | |
Basis of Presentation | 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, 2023 has been derived from the 2023 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, 2023 (“2023 Form 10-K”). The results of operations for the three and six months ended June 30, 2024 are not necessarily indicative of results that may be expected for the fiscal year ending December 31, 2024. 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 2023 Form 10-K. |
Presentation of Financial Statements | 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 | 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. |
Accounting Pronouncements and Recently Issued Accounting Pronouncements | Accounting Pronouncements - Adopted in 2024 In June 2022, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update 2022-03—Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions (“ASU 2023-03”) to (1) to clarify the guidance in Topic 820, Fair Value Measurement, when measuring the fair value of an equity security subject to contractual restrictions that prohibit the sale of an equity security, (2) to amend a related illustrative example, and (3) to introduce new disclosure requirements for equity securities subject to contractual sale restrictions that are measured at fair value in accordance with Topic 820. For public business entities, the amendments in ASU 2022-03 are effective for fiscal years beginning after December 15, 2023, and interim periods within those fiscal years. Early adoption is permitted for both interim and annual financial statements that have not yet been issued or made available for issuance. The Company adopted the standard during the quarter ended March 31, 2024. The adoption of the standard had no material impact on the Company’s financial statements. The Company has not adopted any new accounting standards during the three months ended June 30, 2024. Recently Issued Accounting Pronouncements - Pending Adoption In December 2023, the Financial Accounting Standards Board (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. Prospective application is required, though retrospective application is permitted. Entities are permitted to early adopt the standard. The Company did not early adopt for the 2024 reporting period. The Company is currently evaluating the impact of adopting ASU 2023-09 on its consolidated financial statements. |
INVENTORIES (Tables)
INVENTORIES (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventories | Inventories consisted of the following (in thousands): June 30, 2024 December 31, 2023 Raw materials $ 5,507 $ 7,944 Packaging 1,219 1,962 Non-food finished goods 2,442 3,703 Finished goods 31,721 43,248 Reserve for obsolete inventory (1,286) (2,266) Total $ 39,603 $ 54,591 |
EARNINGS PER SHARE (Tables)
EARNINGS PER SHARE (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Earnings Per Share [Abstract] | |
Schedule of the Computation of Basic and Diluted EPS | 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, 2024 2023 2024 2023 Numerator: Net income (loss) $ (8,154) $ 30,280 $ 163 $ 70,248 Denominator: Weighted average shares of common stock outstanding 10,937 10,888 10,923 10,876 Effect of dilutive common stock equivalents — 29 44 47 Weighted average shares of common stock outstanding 10,937 10,917 10,967 10,923 Earnings per share - basic $ (0.75) $ 2.78 $ 0.01 $ 6.46 Earnings per share - diluted $ (0.75) $ 2.77 $ 0.01 $ 6.43 |
SHARE-BASED COMPENSATION (Table
SHARE-BASED COMPENSATION (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Stock Option Activity | The following table is a summary of our stock option activity (in thousands, except per share data): Six months ended June 30, 2024 2023 Awards Weighted-Average Exercise Price Awards Weighted-Average Exercise Price Outstanding at beginning of period 26 $ 62.20 33 $ 54.98 Exercised (1) 27.68 (4) 27.18 Forfeited (2) 26.52 — — Outstanding at end of the period 23 $ 66.68 29 $ 58.65 Exercisable at end of the period 23 $ 66.68 29 $ 58.65 |
Schedule of Restricted Stock Activity | The following table summarizes our restricted stock activity (in thousands, except per share data): Six months ended June 30, 2024 2023 Shares Weighted-Average Grant Date Fair Value Shares Weighted-Average Grant Date Fair Value Outstanding at beginning of period 114 $ 127.87 60 $ 188.11 Granted 210 32.23 85 98.17 Vested (34) 138.80 (24) 169.42 Forfeited (4) 52.06 (3) 156.26 Outstanding at end of the period 286 $ 57.21 118 $ 127.93 |
Schedule of Share-based Compensation Expense | The total expense during the three months ended June 30, 2024 and 2023 was as follows (in thousands): Three months ended June 30, 2024 2023 Shares Share-Based Compensation Expense Shares Share-Based Compensation Expense Options and restricted stock 309 $ 1,717 147 $ 1,642 Performance-based share awards granted in 2024 117 371 — — Market and performance-based share awards granted in 2023 47 482 47 482 Market and performance-based share awards granted in 2022 24 — 24 — Performance-based share awards granted in 2021 1 (116) 14 340 Performance-based share awards granted in 2020 — — 28 50 Total share-based compensation 498 $ 2,454 260 $ 2,514 The total expense during the six months ended June 30, 2024 and 2023 was as follows (in thousands): Six months ended June 30, 2024 2023 Shares Share-Based Compensation Expense Shares Share-Based Compensation Expense Options and restricted stock 309 $ 3,317 147 $ 2,869 Performance-based share awards granted in 2024 117 448 — — Market and performance-based share awards granted in 2023 47 964 47 561 Market and performance-based share awards granted in 2022 24 — 24 (1,388) Performance-based share awards granted in 2021 1 (104) 14 980 Performance-based share awards granted in 2020 — — 28 98 Total share-based compensation 498 $ 4,625 260 $ 3,120 |
LEASES (Tables)
LEASES (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Leases [Abstract] | |
Schedule of Supplemental Cash Flow Information | Supplemental cash flow information related to the Company’s operating leases was as follows (in thousands): Six months ended June 30, 2024 2023 Cash paid for amounts included in the measurements of lease liabilities Operating cash flow used in operating leases $ 3,141 $ 3,387 Right-of-use assets obtained in exchange for lease obligations Operating leases $ — $ 753 |
Schedule of Maturity of Company's Operating Lease Liabilities | The following table presents the maturity of the Company’s operating lease liabilities as of June 30, 2024 (in thousands): 2024 (excluding the six months ended June 30, 2024) $ 3,171 2025 6,462 2026 4,783 2027 2,553 2028 2,618 Thereafter 240 Total lease payments $ 19,827 Less: imputed interest (727) Total $ 19,100 |
ACCUMULATED OTHER COMPREHENSI_2
ACCUMULATED OTHER COMPREHENSIVE INCOME (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract] | |
Schedule of Accumulated Other Comprehensive Income | The following table sets forth the components of accumulated other comprehensive income, net of tax where applicable (in thousands): June 30, 2024 December 31, 2023 Foreign currency translation $ (5) $ (48) Unrealized net gains on investment securities 31 296 Accumulated other comprehensive income $ 26 $ 248 |
INVESTMENTS (Tables)
INVESTMENTS (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Investments, All Other Investments [Abstract] | |
Schedule of Cash and Financial Assets Measured at Fair Value on a Recurring Basis | 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, 2024 Cost Unrealized Gains (Losses) Accrued Interest Estimated Fair Cash & Cash Investment Cash and cash equivalents, excluding money market accounts $ 102,982 $ — $ — $ 102,982 $ 102,982 $ — Level 1: Money market accounts 5,034 — — 5,034 5,034 — Government & agency securities 16,128 (42) 74 16,160 — 16,160 Equity Securities 10,000 (1,600) — 8,400 — 8,400 31,162 (1,642) 74 29,594 5,034 24,560 Level 2: Corporate bonds 30,577 79 273 30,929 — 30,929 Total $ 164,721 $ (1,563) $ 347 $ 163,505 $ 108,016 $ 55,489 December 31, 2023 Cost Unrealized Gains Accrued Interest Estimated Fair Cash & Cash Investment Cash and cash equivalents, excluding money market accounts $ 88,778 $ — $ — $ 88,778 $ 88,778 $ — Level 1: Money market accounts 5,662 — — 5,662 5,662 — Government & agency securities 15,282 126 40 15,448 — 15,448 Equity Securities 10,000 150 — 10,150 — 10,150 30,944 276 40 31,260 5,662 25,598 Level 2: Corporate bonds 29,440 293 270 30,003 — 30,003 Total $ 149,162 $ 569 $ 310 $ 150,041 $ 94,440 $ 55,601 |
Schedule of Investment Losses | The losses related to the Company’s LifeMD investment for the three and six months ended June 30, 2024 and 2023 are summarized in the table below (in thousands): Three months ended June 30, 2024 2023 Net losses recognized during the period on equity securities $ (4,188) $ — Less: Net losses recognized on equity securities sold — — Unrealized losses recognized during the reporting period on equity securities still held at the reporting date $ (4,188) $ — Six months ended June 30, 2024 2023 Net losses recognized during the period on equity securities $ (1,750) $ — Less: Net losses recognized on equity securities sold — — Unrealized losses recognized during the reporting period on equity securities still held at the reporting date $ (1,750) $ — |
SUPPLY CHAIN OPTIMIZATION (Tabl
SUPPLY CHAIN OPTIMIZATION (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Restructuring and Related Activities [Abstract] | |
Summary of Components Optimization Charges | For the three months ended June 30, 2024, the components of the Company’s supply chain optimization charges were as follows: Three Months Ended Loss on impairment of equipment held for sale $ 2,499 Accelerated depreciation charges 9,190 Non-cash charges for supply chain optimization 11,689 One-time severance costs 813 Total supply chain optimization $ 12,502 For the three months ended June 30, 2024, the supply chain optimization charges were recorded in the Company’s Condensed Consolidated Statements of Operations as follows: Three Months Ended Selling, general, and administrative $ 12,502 Total supply chain optimization $ 12,502 |
INVENTORIES (Details)
INVENTORIES (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 5,507 | $ 7,944 |
Packaging | 1,219 | 1,962 |
Non-food finished goods | 2,442 | 3,703 |
Finished goods | 31,721 | 43,248 |
Reserve for obsolete inventory | (1,286) | (2,266) |
Total | $ 39,603 | $ 54,591 |
EARNINGS PER SHARE - Computatio
EARNINGS PER SHARE - Computation of Basic and Diluted EPS (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2024 | Mar. 31, 2024 | Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Numerator: | ||||||
Net income | $ (8,154) | $ 8,316 | $ 30,280 | $ 39,968 | $ 163 | $ 70,248 |
Denominator: | ||||||
Weighted average shares of common stock outstanding (in shares) | 10,937 | 10,888 | 10,923 | 10,876 | ||
Effect of dilutive common stock equivalents (in shares) | 0 | 29 | 44 | 47 | ||
Weighted average shares of common stock outstanding (in shares) | 10,937 | 10,917 | 10,967 | 10,923 | ||
Earnings per share - basic (in usd per share) | $ (0.75) | $ 2.78 | $ 0.01 | $ 6.46 | ||
Earnings per share - diluted (in usd per share) | $ (0.75) | $ 2.77 | $ 0.01 | $ 6.43 |
EARNINGS PER SHARE - Narrative
EARNINGS PER SHARE - Narrative (Details) - shares shares in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Restricted Stock | ||||
Anti-dilutive awards (in shares) | 326 | 45 | 142 | 22 |
SHARE-BASED COMPENSATION - Narr
SHARE-BASED COMPENSATION - Narrative (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||||
Jun. 30, 2024 | Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Share-based compensation, shares authorized under stock option plans, exercise price range, upper range limit (in usd per share) | $ 66.68 | ||||||
Awards granted (in shares) | 0 | 0 | |||||
Weighted-average remaining contractual life of options outstanding (in years) | 3 years 7 months 6 days | ||||||
Weighted-average remaining contractual life of options exercisable (in years) | 3 years 7 months 6 days | ||||||
Aggregate intrinsic value of options outstanding | $ 0 | $ 0 | |||||
Aggregate intrinsic value of options exercisable | 0 | 0 | |||||
Employee service share based compensation nonvested awards | 0 | 0 | |||||
Options exercised by directors | 36,000 | $ 105,000 | |||||
Intrinsic value of options exercised | 15,000 | 328,000 | |||||
Share-based payment arrangement, expense | (2,454,000) | $ (2,514,000) | (4,625,000) | (3,120,000) | |||
Total income tax benefit recognized related to restricted stock awards | 100,000 | $ 0 | $ (400,000) | $ 100,000 | |||
Stock Options | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Award vesting period (in years) | 3 years | ||||||
Award expiration period (in years) | 10 years | ||||||
Restricted Stock | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Award vesting period (in years) | 3 years | ||||||
Shares withheld for employee taxes | 11,000 | 9,000 | |||||
Share-based compensation arrangement, fair value of awards vested | $ 1,300,000 | $ 2,500,000 | |||||
Unrecognized compensation costs | $ 10,700,000 | $ 10,700,000 | |||||
Compensation cost recognition weighted average period (in years) | 2 years | ||||||
Unvested awards (in shares) | 286,000 | 118,000 | 286,000 | 118,000 | 114,000 | 60,000 | |
Performance-based Shares | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Performance period (in years) | 3 years | ||||||
Unvested awards (in shares) | 118,000 | 118,000 | |||||
Performance-based Shares | Minimum | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Additional shares earned (as a percent) | 0% | ||||||
Performance-based Shares | Maximum | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Additional shares earned (as a percent) | 250% | ||||||
Market and Performance-based Share Awards | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Shares withheld for employee taxes | 8,000 | 21,000 | |||||
Share-based compensation arrangement, fair value of awards vested | $ 1,300,000 | $ 5,300,000 | |||||
Unrecognized compensation costs | $ 6,600,000 | $ 6,600,000 | |||||
Compensation cost recognition weighted average period (in years) | 1 year 10 months 17 days | ||||||
Unvested awards (in shares) | 71,000 | 71,000 | |||||
Market and Performance-based Share Awards | Granted In March 2022 | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Share-based payment arrangement, expense | $ 1,400,000 | ||||||
Market and Performance-based Share Awards | Granted In October 2021 | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Share-based payment arrangement, expense | $ 100,000 |
SHARE-BASED COMPENSATION - Stoc
SHARE-BASED COMPENSATION - Stock Options Activity (Details) - $ / shares shares in Thousands | 6 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
Awards | ||
Outstanding at beginning of period (in shares) | 26 | 33 |
Exercised (in shares) | (1) | (4) |
Forfeited (in shares) | (2) | 0 |
Outstanding at end of the period (in shares) | 23 | 29 |
Exercisable at end of the period (in shares) | 23 | 29 |
Weighted-Average Exercise Price | ||
Outstanding at beginning of period (in usd per share) | $ 62.20 | $ 54.98 |
Exercised (in usd per share) | 27.68 | 27.18 |
Forfeited (in usd per share) | 26.52 | 0 |
Outstanding at beginning of period (in usd per share) | 66.68 | 58.65 |
Exercisable at end of the period (in usd per share) | $ 66.68 | $ 58.65 |
SHARE-BASED COMPENSATION - Rest
SHARE-BASED COMPENSATION - Restricted Stock Activity (Details) - Restricted Stock - $ / shares shares in Thousands | 6 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
Shares | ||
Outstanding at beginning of period (in shares) | 114 | 60 |
Granted (in shares) | 210 | 85 |
Vested (in shares) | (34) | (24) |
Forfeited (in shares) | (4) | (3) |
Outstanding at end of period (in shares) | 286 | 118 |
Weighted-Average Grant Date Fair Value | ||
Outstanding at beginning of period (in usd per share) | $ 127.87 | $ 188.11 |
Granted (in usd per share) | 32.23 | 98.17 |
Vested (in usds per share) | 138.80 | 169.42 |
Forfeited (in usd per share) | 52.06 | 156.26 |
Outstanding at beginning of period (in usd per share) | $ 57.21 | $ 127.93 |
SHARE-BASED COMPENSATION - Summ
SHARE-BASED COMPENSATION - Summary of Performance-based Share Awards (Details) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Shares | 498 | 260 | 498 | 260 |
Share-Based Compensation Expense | $ 2,454 | $ 2,514 | $ 4,625 | $ 3,120 |
Options and restricted stock | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Shares | 309 | 147 | 309 | 147 |
Share-Based Compensation Expense | $ 1,717 | $ 1,642 | $ 3,317 | $ 2,869 |
Market and performance-based share awards | Granted In 2023 | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Shares | 47 | 47 | 47 | 47 |
Share-Based Compensation Expense | $ 482 | $ 482 | $ 964 | $ 561 |
Market and performance-based share awards | Granted In 2022 | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Shares | 24 | 24 | 24 | 24 |
Share-Based Compensation Expense | $ 0 | $ 0 | $ 0 | $ (1,388) |
Performance-based share awards | Granted In 2024 | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Shares | 117 | 0 | 117 | 0 |
Share-Based Compensation Expense | $ 371 | $ 0 | $ 448 | $ 0 |
Performance-based share awards | Granted In 2021 | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Shares | 1 | 14 | 1 | 14 |
Share-Based Compensation Expense | $ (116) | $ 340 | $ (104) | $ 980 |
Performance-based share awards | Granted In 2020 | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Shares | 0 | 28 | 0 | 28 |
Share-Based Compensation Expense | $ 0 | $ 50 | $ 0 | $ 98 |
LEASES - Narrative (Details)
LEASES - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Lessee, Lease, Description [Line Items] | ||||
Operating lease expense | $ 1.2 | $ 1.3 | $ 2.5 | $ 2.8 |
Weighted average remaining lease term | 3 years 5 months | 3 years 5 months | ||
Weighted average discount rate (as a percent) | 2.30% | 2.30% | ||
Minimum | Operating Lease Arrangement for Real Estate | ||||
Lessee, Lease, Description [Line Items] | ||||
Lease term (in months) | 65 months | 65 months | ||
Minimum | Operating Lease Arrangement for Equipment | ||||
Lessee, Lease, Description [Line Items] | ||||
Lease term (in months) | 36 months | 36 months | ||
Maximum | Operating Lease Arrangement for Real Estate | ||||
Lessee, Lease, Description [Line Items] | ||||
Lease term (in months) | 102 months | 102 months |
LEASES - Supplemental Cash Flow
LEASES - Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
Leases [Abstract] | ||
Operating cash flow used in operating leases | $ 3,141 | $ 3,387 |
Right-of-use assets obtained in exchange for lease obligations | $ 0 | $ 753 |
LEASES - Future Minimum Lease C
LEASES - Future Minimum Lease Commitments (Details) $ in Thousands | Jun. 30, 2024 USD ($) |
Lessee, Operating Lease, Liability, Payment, Due [Abstract] | |
2024 (excluding the six months ended June 30, 2024) | $ 3,171 |
2025 | 6,462 |
2026 | 4,783 |
2027 | 2,553 |
2028 | 2,618 |
Thereafter | 240 |
Total lease payments | 19,827 |
Less: imputed interest | (727) |
Total | $ 19,100 |
ACCUMULATED OTHER COMPREHENSI_3
ACCUMULATED OTHER COMPREHENSIVE INCOME (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract] | ||
Foreign currency translation | $ (5) | $ (48) |
Unrealized net gains on investment securities | 31 | 296 |
Accumulated other comprehensive income | $ 26 | $ 248 |
INVESTMENTS - Cash and Financia
INVESTMENTS - Cash and Financial Assets Measured at Fair Value on a Recurring Basis (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | |
Cash And Cash Equivalents And Marketable securities [Line Items] | |||||
Cost, Cash and cash equivalents | $ 108,016 | $ 108,016 | $ 94,440 | ||
Cost, Total | 164,721 | 164,721 | 149,162 | ||
Unrealized Gains (Losses), Equity securities | (4,188) | $ 0 | (1,750) | $ 0 | |
Unrealized Gains (Losses), Total | (1,563) | (1,563) | 569 | ||
Accrued Interest, Debt securities | 347 | 347 | 310 | ||
Estimated Fair Value, Total | 163,505 | 163,505 | 150,041 | ||
Investment Securities | 55,489 | 55,489 | 55,601 | ||
Level 1 | |||||
Cash And Cash Equivalents And Marketable securities [Line Items] | |||||
Cost, Equity securities | 10,000 | 10,000 | 10,000 | ||
Cost, Total | 31,162 | 31,162 | 30,944 | ||
Unrealized Gains (Losses), Equity securities | (1,600) | 150 | |||
Unrealized Gains (Losses), Total | (1,642) | (1,642) | 276 | ||
Accrued Interest, Debt securities | 74 | 74 | 40 | ||
Estimated Fair Value, Equity securities | 8,400 | 8,400 | 10,150 | ||
Estimated Fair Value, Total | 29,594 | 29,594 | 31,260 | ||
Investment Securities | 24,560 | 24,560 | 25,598 | ||
Government & agency securities | Level 1 | |||||
Cash And Cash Equivalents And Marketable securities [Line Items] | |||||
Cost, Debt securities | 16,128 | 16,128 | 15,282 | ||
Unrealized Gains (Losses), Debt securities | (42) | (42) | 126 | ||
Accrued Interest, Debt securities | 74 | 74 | 40 | ||
Estimated Fair Value, Debt securities | 16,160 | 16,160 | 15,448 | ||
Corporate bonds | Level 2 | |||||
Cash And Cash Equivalents And Marketable securities [Line Items] | |||||
Cost, Debt securities | 30,577 | 30,577 | 29,440 | ||
Unrealized Gains (Losses), Debt securities | 79 | 79 | 293 | ||
Accrued Interest, Debt securities | 273 | 273 | 270 | ||
Estimated Fair Value, Debt securities | 30,929 | 30,929 | 30,003 | ||
Cash and cash equivalents, excluding money market accounts | |||||
Cash And Cash Equivalents And Marketable securities [Line Items] | |||||
Cost, Cash and cash equivalents | 102,982 | 102,982 | 88,778 | ||
Estimated Fair Value, Cash and cash equivalents | 102,982 | 102,982 | 88,778 | ||
Money market accounts | Level 1 | |||||
Cash And Cash Equivalents And Marketable securities [Line Items] | |||||
Cost, Cash and cash equivalents | 5,034 | 5,034 | 5,662 | ||
Estimated Fair Value, Cash and cash equivalents | $ 5,034 | $ 5,034 | $ 5,662 |
INVESTMENTS - Narrative (Detail
INVESTMENTS - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2024 | Dec. 31, 2023 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Schedule of Investments [Line Items] | |||||
Realized gains | $ 65 | $ 0 | $ 74 | $ 0 | |
LifeMD | |||||
Schedule of Investments [Line Items] | |||||
Investments made | $ 10,000 |
INVESTMENTS - Investment Losses
INVESTMENTS - Investment Losses (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Text Block [Abstract] | ||||
Net losses recognized during the period on equity securities | $ (4,188) | $ 0 | $ (1,750) | $ 0 |
Less: Net losses recognized on equity securities sold | 0 | 0 | 0 | 0 |
Unrealized losses recognized during the reporting period on equity securities still held at the reporting date | $ (4,188) | $ 0 | $ (1,750) | $ 0 |
INVESTMENTS - Collaborate Arran
INVESTMENTS - Collaborate Arrangement (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||||||
Sep. 30, 2024 | Jun. 30, 2024 | Mar. 31, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Jun. 05, 2024 | Mar. 18, 2024 | Dec. 31, 2023 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||
Selling, general, and administrative | $ 131,314 | $ 172,009 | $ 250,666 | $ 364,887 | |||||
Initial Milestone Payment | LifeMD | |||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||
Milestone payments | $ 5,000 | ||||||||
Second Milestone Payment | LifeMD | |||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||
Milestone payments | $ 2,500 | ||||||||
Selling, general, and administrative | 1,200 | $ 1,300 | |||||||
Final Milestone Payment | LifeMD | |||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||
Milestone payments | $ 2,500 | ||||||||
Selling, general, and administrative | $ 800 | ||||||||
Final Milestone Payment | LifeMD | Forecast | |||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||
Selling, general, and administrative | $ 1,700 |
DEBT (Details)
DEBT (Details) - Credit Agreement | 6 Months Ended | |
Apr. 13, 2021 USD ($) | Jun. 30, 2024 USD ($) | |
Debt Instrument [Line Items] | ||
Maximum total net leverage ratio | 2.75 | |
Minimum interest coverage ratio | 3.50 | |
Borrowings outstanding | $ 0 | |
SOFR | ||
Debt Instrument [Line Items] | ||
Basis spread on variable rate (as a percent) | 1.25% | |
Base Rate | ||
Debt Instrument [Line Items] | ||
Basis spread on variable rate (as a percent) | 0.25% | |
Minimum | ||
Debt Instrument [Line Items] | ||
Commitment fee (as a percent) | 0.20% | |
Maximum | ||
Debt Instrument [Line Items] | ||
Commitment fee (as a percent) | 0.40% | |
Revolving Credit Facility | ||
Debt Instrument [Line Items] | ||
Maximum borrowing capacity | $ 225,000,000 | |
Letter of Credit | ||
Debt Instrument [Line Items] | ||
Maximum borrowing capacity | 20,000,000 | |
Uncommitted Incremental Facility | ||
Debt Instrument [Line Items] | ||
Maximum borrowing capacity | $ 100,000,000 |
SUPPLY CHAIN OPTIMIZATION - Sum
SUPPLY CHAIN OPTIMIZATION - Summary of Components of Supply Chain Optimization Charges (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2024 | Jun. 30, 2023 | |
Restructuring and Related Activities [Abstract] | |||
Loss on impairment of equipment held for sale | $ 2,499 | ||
Accelerated depreciation charges | 9,190 | ||
Non-cash charges for supply chain optimization | 11,689 | $ 11,689 | $ 0 |
One-time severance costs | 813 | ||
Total supply chain optimization | $ 12,502 |
SUPPLY CHAIN OPTIMIZATION - S_2
SUPPLY CHAIN OPTIMIZATION - Summary of Condensed Consolidated Statement of Operation (Details) $ in Thousands | 3 Months Ended |
Jun. 30, 2024 USD ($) | |
Restructuring and Related Activities [Abstract] | |
Total supply chain optimization | $ 12,502 |