Medifast (MED) 10-Q 4 Nov 24 2024 Q3 Quarterly report Financial data

Cover

Cover - shares	9 Months Ended
	Sep. 30, 2024	Oct. 28, 2024
Cover [Abstract]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Sep. 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		10,937,830
Entity Central Index Key	0000910329
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2024
Document Fiscal Period Focus	Q3
Amendment Flag	false

CONDENSED CONSOLIDATED STATEMEN

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) - USD ($) shares in Thousands, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Income Statement [Abstract]
Revenue	$ 140,163	$ 235,869	$ 483,460	$ 881,039
Cost of sales	34,489	58,492	127,056	246,558
Gross profit	105,674	177,377	356,404	634,481
Selling, general, and administrative	103,568	151,868	354,235	516,755
Income from operations	2,106	25,509	2,169	117,726
Other (expense) income
Interest income	1,333	1,033	3,851	1,314
Other (expense) income	(1,861)	7	(3,508)	(45)
Total other income (expense)	(528)	1,040	343	1,269
Income before provision for income taxes	1,578	26,549	2,512	118,995
Provision for income taxes	449	3,418	1,222	25,615
Net income	$ 1,129	$ 23,131	$ 1,290	$ 93,380
Earnings per share
Basic (in usd per share)	$ 0.10	$ 2.12	$ 0.12	$ 8.58
Diluted (in usd per share)	$ 0.10	$ 2.12	$ 0.12	$ 8.55
Weighted average shares outstanding
Basic (in shares)	10,937	10,892	10,928	10,881
Diluted (in shares)	10,971	10,933	10,959	10,925
Cash dividends declared per share (in usd per share)	$ 0	$ 1.65	$ 0	$ 4.95

CONDENSED CONSOLIDATED STATEM_2

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Statement of Comprehensive Income [Abstract]
Net income	$ 1,129	$ 23,131	$ 1,290	$ 93,380
Other comprehensive income, net of tax:
Foreign currency translation	4	27	47	125
Unrealized net gains (losses) on investment securities	319	(9)	54	(9)
Other comprehensive income (loss), net of tax	323	18	101	116
Comprehensive income	$ 1,452	$ 23,149	$ 1,391	$ 93,496

CONDENSED CONSOLIDATED BALANCE

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Current Assets
Cash and cash equivalents	$ 115,307	$ 94,440
Inventories, net	40,095	54,591
Investments	54,648	55,601
Income taxes, prepaid	8,229	8,727
Prepaid expenses and other current assets	6,696	10,670
Total current assets	224,975	224,029
Property, plant and equipment - net of accumulated depreciation	39,003	51,467
Right-of-use assets	12,290	15,645
Other assets	10,967	14,650
Deferred tax assets, net	4,002	4,117
TOTAL ASSETS	291,237	309,908
Current Liabilities
Accounts payable and accrued expenses	66,270	86,415
Current lease obligations	6,106	5,885
Total current liabilities	72,376	92,300
Lease obligations, net of current lease obligations	11,519	16,127
Total liabilities	83,895	108,427
Stockholders' Equity
Common stock, par value $0.001 per share: 20,000 shares authorized; 10,937 and 10,896 issued outstanding at September 30, 2024 and December 31, 2023, respectively	11	11
Additional paid-in capital	31,005	26,573
Accumulated other comprehensive income	349	248
Retained earnings	175,977	174,649
Total stockholders' equity	207,342	201,481
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$ 291,237	$ 309,908

CONDENSED CONSOLIDATED BALANC_2

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) (Parenthetical) - $ / shares	Sep. 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	9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023
Operating Activities
Net income	$ 1,290	$ 93,380
Adjustments to reconcile net income to cash provided by operating activities
Depreciation and amortization	9,522	9,754
Non-cash lease expense	3,352	3,532
Share-based compensation	5,231	5,795
Loss on sale or disposal of property, plant and equipment	51	622
Realized gain on sale of investment securities	(82)	0
Amortization of discount on investment securities	(610)	0
Deferred income taxes	115	(5,497)
Unrealized loss on equity investment securities	3,734	0
Non-cash charges for supply chain optimization	11,689	0
Change in operating assets and liabilities:
Inventories	14,496	60,629
Prepaid expenses and other current assets	3,974	7,948
Other assets	(62)	(4,674)
Accounts payable and accrued expenses	(23,775)	(35,343)
Income taxes payable	498	989
Net cash flow provided by operating activities	29,423	137,135
Investing Activities
Purchase of investment securities	(24,351)	(44,779)
Proceeds from sale and maturities of investment securities	22,431	0
Purchase of property and equipment	(5,169)	(5,537)
Net cash flow used in investing activities	(7,089)	(50,316)
Financing Activities
Options exercised by directors	36	105
Net shares repurchased for employee taxes	(835)	(3,348)
Cash dividends paid to stockholders	(715)	(55,039)
Stock repurchases	0	(3,602)
Net cash flow used in financing activities	(1,514)	(61,884)
Foreign currency impact	47	125
Increase in cash and cash equivalents	20,867	25,060
Cash and cash equivalents - beginning of the period	94,440	87,691
Cash and cash equivalents - end of period	115,307	112,751
Supplemental disclosure of cash flow information:
Income taxes paid	449	30,169
Dividends included in accounts payable and accrued expenses	$ 655	$ 19,184

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 (loss)	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)	$ 93,380
Options exercised by directors (in shares)	4
Other comprehensive income (loss)	$ 116
Balance (in shares) at Sep. 30, 2023		10,892
Balance at Sep. 30, 2023	193,035	$ 11	24,107	141	168,776	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 (loss)	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
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)	23,131				23,131
Share-based compensation (in shares)		4
Share-based compensation	2,675		2,675
Net shares repurchased for employee taxes (in shares)		(1)
Net shares repurchased for employee taxes	(110)		(110)
Other comprehensive income (loss)	18			18
Cash dividends declared to stockholders	(18,240)				(18,240)
Balance (in shares) at Sep. 30, 2023		10,892
Balance at Sep. 30, 2023	$ 193,035	$ 11	24,107	141	168,776	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 (loss)	(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)	$ 1,290
Options exercised by directors (in shares)	1
Other comprehensive income (loss)	$ 101
Balance (in shares) at Sep. 30, 2024	10,937	10,937
Balance at Sep. 30, 2024	$ 207,342	$ 11	31,005	349	175,977	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 (loss)	4			4
Forfeiture of dividends on unvested awards	34				34
Balance (in shares) at Jun. 30, 2024		10,937
Balance at Jun. 30, 2024	205,283	$ 11	30,401	26	174,845	0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)	1,129				1,129
Share-based compensation	606		606
Net shares repurchased for employee taxes	(2)		(2)
Other comprehensive income (loss)	323			323
Forfeiture of dividends on unvested awards	$ 3				3
Balance (in shares) at Sep. 30, 2024	10,937	10,937
Balance at Sep. 30, 2024	$ 207,342	$ 11	$ 31,005	$ 349	$ 175,977	$ 0

SUMMARY OF SIGNIFICANT ACCOUNTI

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	9 Months Ended
	Sep. 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 nine months ended September 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. Advertising Expense - Advertising expense includes the cost of promotional materials and activities, primarily digital marketing. The cost of the Company’s advertising efforts is expensed as incurred. The Company incurred approximately $6.7 and $16.4 million in advertising expenses for the three months and nine months ended September 30, 2024, respectively, and approximately $1.5 million and $3.0 million for the three and nine months ended September 30, 2023, respectively. These expenses are recorded as a component of Selling, general, and administrative expenses in the Condensed Consolidated Statement of Operations. 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 consolidated financial statements. The Company has not adopted any new accounting standards during the three months ended September 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, NET

INVENTORIES, NET	9 Months Ended
	Sep. 30, 2024
Inventory Disclosure [Abstract]
INVENTORIES, NET	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): September 30, 2024 December 31, 2023 Raw materials $ 6,117 $ 7,944 Packaging 1,814 1,962 Non-food finished goods 2,205 3,703 Finished goods 31,333 43,248 Allowance for obsolete inventory (1,374) (2,266) Total $ 40,095 $ 54,591

EARNINGS PER SHARE

EARNINGS PER SHARE	9 Months Ended
	Sep. 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 September 30, Nine months ended September 30, 2024 2023 2024 2023 Numerator: Net income $ 1,129 $ 23,131 $ 1,290 $ 93,380 Denominator: Weighted average shares of common stock outstanding 10,937 10,892 10,928 10,881 Effect of dilutive common stock equivalents 34 41 31 44 Weighted average shares of common stock outstanding 10,971 10,933 10,959 10,925 Earnings per share - basic $ 0.10 $ 2.12 $ 0.12 $ 8.58 Earnings per share - diluted $ 0.10 $ 2.12 $ 0.12 $ 8.55 The calculation of diluted EPS excluded 395 thousand and 13 thousand antidilutive restricted stock awards for the three months ended September 30, 2024 and 2023, respectively, and 331 thousand and 15 thousand antidilutive restricted stock awards for the nine months ended September 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 share may not equal the year-to-date total computed.

SHARE-BASED COMPENSATION

SHARE-BASED COMPENSATION	9 Months Ended
	Sep. 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 September 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 nine months ended September 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): Nine months ended September 30, 2024 2023 Awards Weighted-Average Exercise Price Awards Weighted-Average Exercise Price Outstanding at beginning of period 25 $ 62.20 33 $ 54.98 Exercised (1) 27.68 (4) 27.18 Forfeited (2) 26.52 — — Outstanding at end of the period 22 $ 66.68 29 $ 58.65 Exercisable at end of the period 22 $ 66.68 29 $ 58.65 As of September 30, 2024, the weighted-average remaining contractual life for both the outstanding stock options and exercisable stock options was 3.4 years with an aggregate intrinsic value of $0. There was no unrecognized compensation on the awards for the period ended September 30, 2024. For the nine months ended September 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 nine months ended September 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): Nine months ended September 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 86 97.96 Vested (35) 138.46 (25) 169.46 Forfeited (7) 50.98 (5) 142.11 Outstanding at end of the period 282 $ 57.24 116 $ 127.57 The Company withheld approximatel y 11 thousand share s and 10 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 nine months ended September 30, 2024 and 2023, respectively. The total fair value of restricted stock awards vested during the nine months ended September 30, 2024 and 2023 was $1.3 million and $2.6 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 previously estimated achievement 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 previously estimated achievement of the predetermined performance goals resulting in a reversal of previously recorded share-based compensation expense of $1.4 million and $0.1 million, respectively, for the nine months ended September 30, 2023. Management also determined that the market and performance-based share awards granted in March of 2023 would not reach the previously estimated achievement of the predetermined performance goals resulting in a reversal of previously recorded share-based compensation expense of $1.4 million for the three and nine months ended September 30, 2024. The Company withheld 8 thousand shares and 22 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 nine months ended September 30, 2024 and 2023, respectively. The total fair value of performance-based share awards issued during the nine months ended September 30, 2024 and 2023 was $1.3 million and $5.7 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 September 30, 2024 and 2023 was as follows (in thousands): Three months ended September 30, 2024 2023 Shares Share-Based Compensation Expense (Reversal) Shares Share-Based Compensation Expense Options and restricted stock 304 $ 1,626 145 $ 1,558 Performance-based share awards granted in 2024 117 375 — — Market and performance-based share awards granted in 2023 47 (1,395) 47 487 Market and performance-based share awards granted in 2022 24 — 24 — Performance-based share awards granted in 2021 1 — 14 620 Performance-based share awards granted in 2020 — — 28 10 Total share-based compensation 493 $ 606 258 $ 2,675 The total expense during the nine months ended September 30, 2024 and 2023 was as follows (in thousands): Nine months ended September 30, 2024 2023 Shares Share-Based Compensation Expense (Reversal) Shares Share-Based Compensation Expense Options and restricted stock 304 $ 4,943 145 $ 4,426 Performance-based share awards granted in 2024 117 823 — — Market and performance-based share awards granted in 2023 47 (431) 47 1,048 Market and performance-based share awards granted in 2022 24 — 24 (1,388) Performance-based share awards granted in 2021 1 (104) 14 1,600 Performance-based share awards granted in 2020 — — 28 109 Total share-based compensation 493 $ 5,231 258 $ 5,795 The total income tax benefit recognized in the accompanying Condensed Consolidated Statements of Operations for stock awards was $0.2 million and $0.3 million for the three months ended September 30, 2024 and 2023, respectively, and the income tax expense of $0.2 million and income tax benefit of $0.4 million for the nine months ended September 30, 2024 and 2023, respectively. There was $8.9 million of total unrecognized compensation expense related to restricted stock awards as of September 30, 2024, which is expected to be recognized over a weighted-average period of 1.82 years. There was $4.2 million of unrecognized compensation expense related to the 71 thousand market and performance-based shares and 118 thousand performance-based shares presented in the table above as of September 30, 2024, which is expected to be recognized over a weighted-average period of 1.72 years.

LEASES

LEASES	9 Months Ended
	Sep. 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 nine months ended September 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 $1.1 million for the three months ended September 30, 2024 and 2023, respectively, and $3.7 million and $3.9 million for the nine months ended September 30, 2024 and 2023, respectively. Supplemental cash flow information related to the Company’s operating leases was as follows (in thousands): Nine months ended September 30, 2024 2023 Cash paid for amounts included in the measurements of lease liabilities Operating cash flow used in operating leases $ 4,719 $ 4,838 Right-of-use assets obtained in exchange for lease obligations Operating leases $ — $ 753 As of September 30, 2024, the weighted average remaining lease term was 3 years, 4 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 September 30, 2024 (in thousands): 2024 (excluding the nine months ended September 30, 2024) $ 1,593 2025 6,462 2026 4,783 2027 2,553 2028 2,618 Thereafter 240 Total lease payments $ 18,249 Less: Imputed interest (624) Total $ 17,625

ACCUMULATED OTHER COMPREHENSIVE

ACCUMULATED OTHER COMPREHENSIVE INCOME	9 Months Ended
	Sep. 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): September 30, 2024 December 31, 2023 Foreign currency translation $ (1) $ (48) Unrealized net gains on investment securities 350 296 Accumulated other comprehensive income $ 349 $ 248

INVESTMENTS

INVESTMENTS	9 Months Ended
	Sep. 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): September 30, 2024 Cost Unrealized Gains (Losses) Accrued Interest Estimated Fair Cash & Cash Investment Cash and cash equivalents, excluding money market accounts $ 110,296 $ — $ — $ 110,296 $ 110,296 $ — Level 1: Money market accounts 5,011 — — 5,011 5,011 — Government & agency securities 16,600 118 114 16,832 — 16,832 Equity securities 10,000 (3,584) — 6,416 — 6,416 31,611 (3,466) 114 28,259 5,011 23,248 Level 2: Corporate bonds 30,742 344 314 31,400 — 31,400 Total $ 172,649 $ (3,122) $ 428 $ 169,955 $ 115,307 $ 54,648 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 $8 thousand and $0 realized gains for the three months ended September 30, 2024 and 2023. The Company had $82 thousand and $0 realized gains for the nine months ended September 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 180-day lock-up period expired on June 8, 2024, and the registration process was completed, effective July 18, 2024. The fair value of the investment is recorded within the investment securities of the Condensed Consolidated Balance Sheets. The losses related to the Company’s LifeMD investment for the three and nine months ended September 30, 2024 and 2023 are summarized in the table below (in thousands): Three months ended September 30, 2024 2023 Net losses recognized during the period on equity securities $ (1,984) $ — Less: Net losses recognized on equity securities sold — — Unrealized losses recognized during the reporting period on equity securities still held at the reporting date $ (1,984) $ — Nine months ended September 30, 2024 2023 Net losses recognized during the period on equity securities $ (3,734) $ — Less: Net losses recognized on equity securities sold — — Unrealized losses recognized during the reporting period on equity securities still held at the reporting date $ (3,734) $ — In December 2023, 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 on the Company’s Form 10-K for the year 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 recognized in the quarter ended September 30, 2024.

DEBT

DEBT	9 Months Ended
	Sep. 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 September 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 September 30, 2024 and was in compliance with all covenants.

SUPPLY CHAIN OPTIMIZATION

SUPPLY CHAIN OPTIMIZATION	9 Months Ended
	Sep. 30, 2024
Restructuring and Related Activities [Abstract]
SUPPLY CHAIN OPTIMIZATION	SUPPLY CHAIN OPTIMIZATION The Company had no supply chain optimization charges for the three months ended September 30, 2024. During the nine months ended September 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 were sold during three months ended September 30, 2024, 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 nine months ended September 30, 2024, the components of the Company’s supply chain optimization charges were as follows: Nine 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 nine months ended September 30, 2024, the supply chain optimization charges were recorded in the Company’s Condensed Consolidated Statements of Operations as follows: Nine Months Ended Selling, general, and administrative $ 12,502 Total supply chain optimization $ 12,502

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	9 Months Ended
	Sep. 30, 2024
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	SUBSEQUENT EVENTS On October 30, 2024, the Company terminated its Amended Credit Agreement with Citibank, N.A. The Company had no borrowings under the Amended Credit Agreement, inclusive of the credit facility and letter of credit sublimit, between September 30, 2024, and the termination date. Unamortized debt issuance costs totaling $419 thousand will be expensed in the fourth quarter of 2024. The credit agreement termination was done in accordance with its terms. As of the date of termination, the Company did not have any borrowings under the credit agreement, and the Company was in compliance with all covenants. In addition, the Company did not incur any premium or early penalties in connection with the termination.

Pay vs Performance Disclosure

Pay vs Performance Disclosure - USD ($) $ in Thousands	3 Months Ended						9 Months Ended
	Sep. 30, 2024	Jun. 30, 2024	Mar. 31, 2024	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Sep. 30, 2024	Sep. 30, 2023
Pay vs Performance Disclosure
Net income (loss)	$ 1,129	$ (8,154)	$ 8,316	$ 23,131	$ 30,280	$ 39,968	$ 1,290	$ 93,380

Insider Trading Arrangements

Insider Trading Arrangements	3 Months Ended
	Sep. 30, 2024
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

SUMMARY OF SIGNIFICANT ACCOUN_2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	9 Months Ended
	Sep. 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 nine months ended September 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.
Commitments and Contingencies	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	Advertising Expense - Advertising expense includes the cost of promotional materials and activities, primarily digital marketing. The cost of the Company’s advertising efforts is expensed as incurred. The Company incurred approximately $6.7 and $16.4 million in advertising expenses for the three months and nine months ended September 30, 2024, respectively, and approximately $1.5 million and $3.0 million for the three and nine months ended September 30, 2023, respectively. These expenses are recorded as a component of Selling, general, and administrative expenses in the Condensed Consolidated Statement of Operations.
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 consolidated financial statements. The Company has not adopted any new accounting standards during the three months ended September 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, NET (Tables)

INVENTORIES, NET (Tables)	9 Months Ended
	Sep. 30, 2024
Inventory Disclosure [Abstract]
Schedule of Inventories	Inventories consisted of the following (in thousands): September 30, 2024 December 31, 2023 Raw materials $ 6,117 $ 7,944 Packaging 1,814 1,962 Non-food finished goods 2,205 3,703 Finished goods 31,333 43,248 Allowance for obsolete inventory (1,374) (2,266) Total $ 40,095 $ 54,591

EARNINGS PER SHARE (Tables)

EARNINGS PER SHARE (Tables)	9 Months Ended
	Sep. 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 September 30, Nine months ended September 30, 2024 2023 2024 2023 Numerator: Net income $ 1,129 $ 23,131 $ 1,290 $ 93,380 Denominator: Weighted average shares of common stock outstanding 10,937 10,892 10,928 10,881 Effect of dilutive common stock equivalents 34 41 31 44 Weighted average shares of common stock outstanding 10,971 10,933 10,959 10,925 Earnings per share - basic $ 0.10 $ 2.12 $ 0.12 $ 8.58 Earnings per share - diluted $ 0.10 $ 2.12 $ 0.12 $ 8.55

SHARE-BASED COMPENSATION (Table

SHARE-BASED COMPENSATION (Tables)	9 Months Ended
	Sep. 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): Nine months ended September 30, 2024 2023 Awards Weighted-Average Exercise Price Awards Weighted-Average Exercise Price Outstanding at beginning of period 25 $ 62.20 33 $ 54.98 Exercised (1) 27.68 (4) 27.18 Forfeited (2) 26.52 — — Outstanding at end of the period 22 $ 66.68 29 $ 58.65 Exercisable at end of the period 22 $ 66.68 29 $ 58.65
Schedule of Restricted Stock Activity	The following table summarizes our restricted stock activity (in thousands, except per share data): Nine months ended September 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 86 97.96 Vested (35) 138.46 (25) 169.46 Forfeited (7) 50.98 (5) 142.11 Outstanding at end of the period 282 $ 57.24 116 $ 127.57
Schedule of Share-based Compensation Expense	The total expense during the three months ended September 30, 2024 and 2023 was as follows (in thousands): Three months ended September 30, 2024 2023 Shares Share-Based Compensation Expense (Reversal) Shares Share-Based Compensation Expense Options and restricted stock 304 $ 1,626 145 $ 1,558 Performance-based share awards granted in 2024 117 375 — — Market and performance-based share awards granted in 2023 47 (1,395) 47 487 Market and performance-based share awards granted in 2022 24 — 24 — Performance-based share awards granted in 2021 1 — 14 620 Performance-based share awards granted in 2020 — — 28 10 Total share-based compensation 493 $ 606 258 $ 2,675 The total expense during the nine months ended September 30, 2024 and 2023 was as follows (in thousands): Nine months ended September 30, 2024 2023 Shares Share-Based Compensation Expense (Reversal) Shares Share-Based Compensation Expense Options and restricted stock 304 $ 4,943 145 $ 4,426 Performance-based share awards granted in 2024 117 823 — — Market and performance-based share awards granted in 2023 47 (431) 47 1,048 Market and performance-based share awards granted in 2022 24 — 24 (1,388) Performance-based share awards granted in 2021 1 (104) 14 1,600 Performance-based share awards granted in 2020 — — 28 109 Total share-based compensation 493 $ 5,231 258 $ 5,795

LEASES (Tables)

LEASES (Tables)	9 Months Ended
	Sep. 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): Nine months ended September 30, 2024 2023 Cash paid for amounts included in the measurements of lease liabilities Operating cash flow used in operating leases $ 4,719 $ 4,838 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 September 30, 2024 (in thousands): 2024 (excluding the nine months ended September 30, 2024) $ 1,593 2025 6,462 2026 4,783 2027 2,553 2028 2,618 Thereafter 240 Total lease payments $ 18,249 Less: Imputed interest (624) Total $ 17,625

ACCUMULATED OTHER COMPREHENSI_2

ACCUMULATED OTHER COMPREHENSIVE INCOME (Tables)	9 Months Ended
	Sep. 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): September 30, 2024 December 31, 2023 Foreign currency translation $ (1) $ (48) Unrealized net gains on investment securities 350 296 Accumulated other comprehensive income $ 349 $ 248

INVESTMENTS (Tables)

INVESTMENTS (Tables)	9 Months Ended
	Sep. 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): September 30, 2024 Cost Unrealized Gains (Losses) Accrued Interest Estimated Fair Cash & Cash Investment Cash and cash equivalents, excluding money market accounts $ 110,296 $ — $ — $ 110,296 $ 110,296 $ — Level 1: Money market accounts 5,011 — — 5,011 5,011 — Government & agency securities 16,600 118 114 16,832 — 16,832 Equity securities 10,000 (3,584) — 6,416 — 6,416 31,611 (3,466) 114 28,259 5,011 23,248 Level 2: Corporate bonds 30,742 344 314 31,400 — 31,400 Total $ 172,649 $ (3,122) $ 428 $ 169,955 $ 115,307 $ 54,648 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 nine months ended September 30, 2024 and 2023 are summarized in the table below (in thousands): Three months ended September 30, 2024 2023 Net losses recognized during the period on equity securities $ (1,984) $ — Less: Net losses recognized on equity securities sold — — Unrealized losses recognized during the reporting period on equity securities still held at the reporting date $ (1,984) $ — Nine months ended September 30, 2024 2023 Net losses recognized during the period on equity securities $ (3,734) $ — Less: Net losses recognized on equity securities sold — — Unrealized losses recognized during the reporting period on equity securities still held at the reporting date $ (3,734) $ —

SUPPLY CHAIN OPTIMIZATION (Tabl

SUPPLY CHAIN OPTIMIZATION (Tables)	9 Months Ended
	Sep. 30, 2024
Restructuring and Related Activities [Abstract]
Summary of Components Optimization Charges	For the nine months ended September 30, 2024, the components of the Company’s supply chain optimization charges were as follows: Nine 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 nine months ended September 30, 2024, the supply chain optimization charges were recorded in the Company’s Condensed Consolidated Statements of Operations as follows: Nine Months Ended Selling, general, and administrative $ 12,502 Total supply chain optimization $ 12,502

SUMMARY OF SIGNIFICANT ACCOUN_3

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Narrative (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Accounting Policies [Abstract]
Advertising expense	$ 6.7	$ 1.5	$ 16.4	$ 3

INVENTORIES, NET (Details)

INVENTORIES, NET (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Inventory Disclosure [Abstract]
Raw materials	$ 6,117	$ 7,944
Packaging	1,814	1,962
Non-food finished goods	2,205	3,703
Finished goods	31,333	43,248
Allowance for obsolete inventory	(1,374)	(2,266)
Total	$ 40,095	$ 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						9 Months Ended
	Sep. 30, 2024	Jun. 30, 2024	Mar. 31, 2024	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Sep. 30, 2024	Sep. 30, 2023
Numerator:
Net income	$ 1,129	$ (8,154)	$ 8,316	$ 23,131	$ 30,280	$ 39,968	$ 1,290	$ 93,380
Denominator:
Weighted average shares of common stock outstanding (in shares)	10,937			10,892			10,928	10,881
Effect of dilutive common stock equivalents (in shares)	34			41			31	44
Weighted average shares of common stock outstanding (in shares)	10,971			10,933			10,959	10,925
Earnings per share - basic (in usd per share)	$ 0.10			$ 2.12			$ 0.12	$ 8.58
Earnings per share - diluted (in usd per share)	$ 0.10			$ 2.12			$ 0.12	$ 8.55

EARNINGS PER SHARE - Narrative

EARNINGS PER SHARE - Narrative (Details) - shares shares in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Restricted Stock
Anti-dilutive awards (in shares)	395	13	331	15

SHARE-BASED COMPENSATION - Narr

SHARE-BASED COMPENSATION - Narrative (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 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 (in usd per share)	$ 66.68	$ 58.65	$ 66.68	$ 58.65	$ 62.20	$ 54.98
Awards granted (in shares)			0	0
Weighted-average remaining contractual life of options outstanding (in years)			3 years 4 months 24 days
Weighted-average remaining contractual life of options exercisable (in years)			3 years 4 months 24 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 compensation expense	606,000	$ 2,675,000	5,231,000	5,795,000
Total income tax benefit recognized related to restricted stock awards	200,000	$ 300,000	$ (200,000)	$ 400,000
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	10,000
Share-based compensation arrangement, fair value of awards vested			$ 1,300,000	$ 2,600,000
Unrecognized compensation expense	$ 8,900,000		$ 8,900,000
Compensation cost recognition weighted average period (in years)			1 year 9 months 25 days
Unvested awards (in shares)	282,000	116,000	282,000	116,000	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 | Granted In October 2021
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based compensation expense				$ (100,000)
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	22,000
Share-based compensation arrangement, fair value of awards vested			$ 1,300,000	$ 5,700,000
Unrecognized compensation expense	$ 4,200,000		$ 4,200,000
Compensation cost recognition weighted average period (in years)			1 year 8 months 19 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 compensation expense				$ (1,400,000)
Market and Performance-based Share Awards | Granted In March 2023
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based compensation expense	$ (1,400,000)		$ (1,400,000)

SHARE-BASED COMPENSATION - Stoc

SHARE-BASED COMPENSATION - Stock Options Activity (Details) - $ / shares shares in Thousands	9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023
Awards
Outstanding at beginning of period (in shares)	25	33
Exercised (in shares)	(1)	(4)
Forfeited (in shares)	(2)	0
Outstanding at end of the period (in shares)	22	29
Exercisable at end of the period (in shares)	22	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	9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023
Shares
Outstanding at beginning of period (in shares)	114	60
Granted (in shares)	210	86
Vested (in shares)	(35)	(25)
Forfeited (in shares)	(7)	(5)
Outstanding at end of period (in shares)	282	116
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	97.96
Vested (in usd per share)	138.46	169.46
Forfeited (in usd per share)	50.98	142.11
Outstanding at beginning of period (in usd per share)	$ 57.24	$ 127.57

SHARE-BASED COMPENSATION - Summ

SHARE-BASED COMPENSATION - Summary of Performance-based Share Awards (Details) - USD ($) shares in Thousands, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares	493	258	493	258
Share-Based Compensation Expense (Reversal)	$ 606	$ 2,675	$ 5,231	$ 5,795
Options and restricted stock
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares	304	145	304	145
Share-Based Compensation Expense (Reversal)	$ 1,626	$ 1,558	$ 4,943	$ 4,426
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 (Reversal)	$ 375	$ 0	$ 823	$ 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 (Reversal)	$ 0	$ 620	$ (104)	$ 1,600
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 (Reversal)	$ 0	$ 10	$ 0	$ 109
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 (Reversal)	$ (1,395)	$ 487	$ (431)	$ 1,048
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 (Reversal)	$ 0	$ 0	$ 0	$ (1,388)

LEASES - Narrative (Details)

LEASES - Narrative (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Lessee, Lease, Description [Line Items]
Operating lease expense	$ 1.2	$ 1.1	$ 3.7	$ 3.9
Weighted average remaining lease term	3 years 4 months		3 years 4 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	9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023
Leases [Abstract]
Operating cash flow used in operating leases	$ 4,719	$ 4,838
Operating leases	$ 0	$ 753

LEASES - Future Minimum Lease C

LEASES - Future Minimum Lease Commitments (Details) $ in Thousands	Sep. 30, 2024 USD ($)
Lessee, Operating Lease, Liability, Payment, Due [Abstract]
2024 (excluding the nine months ended September 30, 2024)	$ 1,593
2025	6,462
2026	4,783
2027	2,553
2028	2,618
Thereafter	240
Total lease payments	18,249
Less: Imputed interest	(624)
Total	$ 17,625

ACCUMULATED OTHER COMPREHENSI_3

ACCUMULATED OTHER COMPREHENSIVE INCOME (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract]
Foreign currency translation	$ (1)	$ (48)
Unrealized net gains on investment securities	350	296
Accumulated other comprehensive income	$ 349	$ 248

INVESTMENTS - Cash and Financia

INVESTMENTS - Cash and Financial Assets Measured at Fair Value on a Recurring Basis (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Cash And Cash Equivalents And Marketable securities [Line Items]
Cost, Cash and cash equivalents	$ 115,307	$ 94,440
Cost, Total	172,649	149,162
Unrealized Gains (Losses), Total	(3,122)	569
Accrued Interest, Debt securities	428	310
Estimated Fair Value, Total	169,955	150,041
Investment Securities	54,648	55,601
Level 1
Cash And Cash Equivalents And Marketable securities [Line Items]
Cost, Equity securities	10,000	10,000
Cost, Total	31,611	30,944
Unrealized Gains (Losses), Equity securities	(3,584)	150
Unrealized Gains (Losses), Total	(3,466)	276
Accrued Interest, Debt securities	114	40
Estimated Fair Value, Equity securities	6,416	10,150
Estimated Fair Value, Total	28,259	31,260
Investment Securities	23,248	25,598
Government & agency securities | Level 1
Cash And Cash Equivalents And Marketable securities [Line Items]
Cost, Debt securities	16,600	15,282
Unrealized Gains (Losses), Debt securities	118	126
Accrued Interest, Debt securities	114	40
Estimated Fair Value, Debt securities	16,832	15,448
Corporate bonds | Level 2
Cash And Cash Equivalents And Marketable securities [Line Items]
Cost, Debt securities	30,742	29,440
Unrealized Gains (Losses), Debt securities	344	293
Accrued Interest, Debt securities	314	270
Estimated Fair Value, Debt securities	31,400	30,003
Cash and cash equivalents, excluding money market accounts
Cash And Cash Equivalents And Marketable securities [Line Items]
Cost, Cash and cash equivalents	110,296	88,778
Estimated Fair Value, Cash and cash equivalents	110,296	88,778
Money market accounts | Level 1
Cash And Cash Equivalents And Marketable securities [Line Items]
Cost, Cash and cash equivalents	5,011	5,662
Estimated Fair Value, Cash and cash equivalents	$ 5,011	$ 5,662

INVESTMENTS - Narrative (Detail

INVESTMENTS - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended			9 Months Ended
	Sep. 30, 2024	Dec. 31, 2023	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Schedule of Investments [Line Items]
Realized gains	$ 8		$ 0	$ 82	$ 0
LifeMD
Schedule of Investments [Line Items]
Investments made		$ 10,000

INVESTMENTS - Investment Losses

INVESTMENTS - Investment Losses (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Text Block [Abstract]
Net losses recognized during the period on equity securities	$ (1,984)	$ 0	$ (3,734)	$ 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	$ (1,984)	$ 0	$ (3,734)	$ 0

INVESTMENTS - Collaborate Arran

INVESTMENTS - Collaborate Arrangement (Details) - USD ($) $ in Thousands	3 Months Ended				9 Months Ended
	Sep. 30, 2024	Jun. 30, 2024	Mar. 31, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Jun. 05, 2024	Mar. 18, 2024	Dec. 31, 2023
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Selling, general, and administrative	$ 103,568			$ 151,868	$ 354,235	$ 516,755
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	$ 1,700	$ 800

DEBT (Details)

DEBT (Details) - Credit Agreement		9 Months Ended
	Apr. 13, 2021 USD ($)	Sep. 30, 2024 USD ($)
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	9 Months Ended
	Sep. 30, 2024	Sep. 30, 2024	Sep. 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	$ 0
One-time severance costs		813
Total supply chain optimization	$ 0	$ 12,502

SUPPLY CHAIN OPTIMIZATION - S_2

SUPPLY CHAIN OPTIMIZATION - Summary of Condensed Consolidated Statement of Operation (Details) - USD ($) $ in Thousands	3 Months Ended	9 Months Ended
	Sep. 30, 2024	Sep. 30, 2024
Restructuring and Related Activities [Abstract]
Total supply chain optimization	$ 0	$ 12,502

SUBSEQUENT EVENTS (Details)

SUBSEQUENT EVENTS (Details) $ in Thousands	Oct. 30, 2024 USD ($)
Subsequent Event
Subsequent Event [Line Items]
Unamortized debt issuance expense	$ 419