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Form 8-K MEDIFAST INC For: Mar 10

March 10, 2016 4:14 PM EST

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

FORM 8-K

 

CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): March 10, 2016

 

MEDIFAST, INC.

(Exact name of registrant as specified in its Charter)

 

Delaware   001-31573   13-3714405
(State or other jurisdiction   (Commission file number)   (IRS Employer
of incorporation)       Identification No.)

 

3600 Crondall Lane, Owings Mills, Maryland 21117

(Address of Principal Executive Offices) (Zip Code)

 

Registrant’s telephone number, including area code: (410)-581-8042

 

N/A

(Former Name or Former Address, if Changed Since Last Report)

 

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

 

Item 2.02.Results of Operations and Financial Condition.

 

On March 10, 2016 Medifast, Inc. issued a Press Release announcing its earnings for the fourth quarter and fiscal year ended December 31, 2015.

 

A copy of the Press Release is being furnished as Exhibit 99.1 attached hereto and is incorporated by reference herein. This information is being furnished in this report and shall not be deemed to be “filed” for any purpose, including for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

 

 

Item 9.01.Financial Statements and Exhibits.

 

(d)Exhibits.

 

99.1Press release dated March 10, 2016

 

 - 2 - 

 

 

Signature

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  MEDIFAST, INC.
   
   
  By: /s/ Timothy G. Robinson
   

Timothy G. Robinson

Chief Financial Officer

     
   
Dated: March 10, 2016  

 

 - 3 - 

 

 

EXHIBIT INDEX

 

Exhibit No.  Description
    
99.1  Press Release dated March 10, 2016

 

 - 4 - 

Exhibit 99.1

 

 

 

 

 

Medifast, Inc. Announces Fourth Quarter and Full Year 2015 Financial Results

 

Full Year 2015 Earnings per Diluted Share from Continuing Operations in-line with Company Guidance

 

Company Introduces First Quarter and Fiscal Year 2016 Guidance

 

OWINGS MILLS, Md., March 10, 2016 – Medifast, Inc. (NYSE: MED), a leading United States manufacturer and provider of clinically proven weight-loss and healthy living products and programs, today reported financial results for the fourth quarter and full year ended December 31, 2015.

 

“We made significant progress in 2015 and are pleased with our continued ability to generate leverage across our business model and effectively manage our expenses to deliver earnings in-line with our annual guidance,” said Michael C. MacDonald, Medifast Chairman and Chief Executive Officer. “Take Shape For Life, our largest business segment, reached a key milestone with positive sales growth in the fourth quarter, and this demonstrates our team’s successful execution of our key initiatives. We entered 2016 with solid momentum and have a strong foundation for future growth and shareholder value creation.”

 

Fourth Quarter 2015 Results

 

Results from Continuing Operations

 

Income from continuing operations was $3.9 million, or $0.33 per diluted share, based on approximately 11.9 million shares outstanding. Fourth quarter 2014 income from continuing operations, net of tax, was $2.6 million, or $0.21 per diluted share, based on approximately 12.2 million shares outstanding. Fourth quarter 2014 adjusted income from continuing operations was $4.6 million, or $0.38 per diluted share. Fourth quarter 2014 adjusted income from continuing operations excludes a $1.3 million accrual for a franchise loan default guaranteed by Medifast and $0.7 million in extraordinary legal and advisory expenses resulting from 13D filings.

 

For the fourth quarter, Medifast net revenue from continuing operations decreased 2% to $61.3 million from net revenue of $62.3 million in the fourth quarter of 2014.

 

Revenue in our direct sales business unit, Take Shape For Life, was up 5% to $48.0 million in the fourth quarter of 2015 as compared to $45.7 million in the fourth quarter of the prior year. This is the fourth straight quarterly improvement in the year-over-year trend and the first time that Take Shape For Life had positive year-over-year revenue growth since the third quarter of 2013.

 

The total number of active earning Health Coaches in the fourth quarter was 11,900 as compared to 11,700 in the fourth quarter of 2014. The average revenue per active earning Health Coach for the quarter was $4,039 as compared to $3,896 in fourth quarter of 2014.

 

The Company's Medifast Direct business unit revenue decreased 18% to $9.3 million, compared to $11.4 million in the fourth quarter of 2014.  Revenue decreased year-over-year as new customer acquisition continues to be challenging. Advertising in the quarter increased to $2.6 million from $1.0 million in the fourth quarter of 2014. Sales and marketing spend in 2014 was unusually low.

 

Revenue in the Franchise Medifast Weight Control Centers business unit decreased modestly to $3.7 million from $3.8 million in the fourth quarter of last year. The decrease in revenue was primarily driven by fewer franchise centers in operation during the period. The Company ended the quarter with 61 franchise centers in operation compared to 73 centers at the end of the same period last year.

 

 

 

 

In the fourth quarter, the Wholesale business unit revenue decreased to $0.3 million, compared to $1.4 million in the same period last year. This decrease was fueled by the loss of certain accounts resulting from Medifast enforcement of business partner compliance requirements.

 

Gross profit for the fourth quarter of 2015 was $45.2 million, compared to $45.0 million in the fourth quarter of 2014. The Company's gross profit as a percentage of net revenue increased 160 basis points to 73.8% from 72.2% in the fourth quarter of 2014, driven primarily by a price increase along with improved manufacturing efficiencies.

 

Selling, general and administrative expenses (“SG&A”) decreased $1.1 million to $39.7 million compared to $40.8 million in the fourth quarter of 2014. Excluding a $2.0 million charge for a franchise loan default guaranteed by Medifast and $1.0 million in extraordinary legal and advisory expenses resulting from 13D filings, fourth quarter 2014 adjusted SG&A was $37.8 million or 60.7% of sales.

 

Sales and marketing expense increased $2.2 million in the fourth quarter of 2015 compared to the fourth quarter of 2014.

 

The fourth quarter 2015 effective tax rate was 34.3% compared to 37.9% in the fourth quarter of 2014. This decrease was due to our inability to utilize certain tax deductions in the fourth quarter of 2014.

 

Fiscal 2015 Results

 

Results from Continuing Operations

 

For the fiscal year ended December 31, 2015, Medifast net revenue was $272.8 million as compared to net revenue of $285.3 million in 2014. Take Shape For Life accounted for approximately 74.1% of net revenue, Medifast Direct accounted for 17.8%, Medifast Franchise Weight Control Centers accounted for 6.3%, and Medifast Wholesale Physicians business unit accounted for 1.8% of total revenue.

 

Income from continuing operations for 2015 decreased $1.5 million to $19.6 million, or $1.62 per diluted share based on approximately 12.1 million shares, compared to $21.0 million, or $1.65 per diluted share for the comparable period last year based on approximately 12.8 million shares outstanding. Excluding the extraordinary legal and advisory expenses resulting from 13D filers in 2015 and 2014 and the accrued franchise loan obligation in 2014, adjusted income from continuing operations would have been $20.9 million or $1.73 per share in 2015 and $24.1 million, or $1.89 per share in 2014.

 

Discontinued Operations

 

As previously disclosed, the Company exited the Medifast Weight Control Center corporate model with the sale of 41 centers to existing franchise partners and the closure of the remaining 34 corporate centers. For fiscal 2015, corporate-owned Medifast Weight Control Centers had income from discontinued operations, net of tax, of $0.5 million.

 

Balance Sheet 

 

The Company's balance sheet remains strong with stockholders' equity of $88.6 million and working capital of approximately $64.5 million as of December 31, 2015.  Cash, cash equivalents, and investment securities increased $14.5 million to $67.1 million compared to $52.6 million at December 31, 2014.

 

 

 

 

The Company did not repurchase any shares during the fourth quarter of 2015. For the full year ended December 31, 2015 the Company repurchased 364,341 shares of common stock and currently has approximately 850,000 shares remaining on its repurchase authorization as of the end of 2015. The Company remains free of interest bearing debt.

 

Outlook

 

The Company expects first quarter 2016 net revenue from continuing operations to be in the range of approximately $68.0 million to $71.0 million and adjusted earnings per diluted share from continuing operations in the range of $0.30 to $0.33 per diluted share. The first quarter guidance excludes $1.4 million of anticipated restructuring costs associated with separation agreements for several senior executives. The Company expects annual savings associated with the restructuring, excluding the current year restructuring costs above, to be approximately $2.3 million.

 

For fiscal year 2016, the Company expects revenue from continuing operations to be in the range of $273.0 million to $280.0 million and earnings per diluted share from continuing operations in the range of $1.73 to $1.78 per diluted share. The fiscal year 2016 guidance assumes a 33% to 34% effective tax rate.

 

Conference Call Information

 

The conference call is scheduled to begin at 4:30 p.m. ET on March 10, 2016. The call will be broadcast live over the Internet hosted at the Investor Relations section of Medifast's website at www.MedifastNow.com, and will be archived online through March 24, 2016. In addition, listeners may dial (855) 560-2579.

 

A telephonic playback will be available from 7:30 p.m. ET, March 10, 2016, through March 24, 2016. Participants can dial (877) 344-7529 to hear the playback and enter passcode 10081157.

 

About Medifast

 

Medifast (NYSE: MED) is the leading easy-to-use, clinically proven provider of weight-loss and healthy living products and programs. Medifast aims to help customers lead a healthier lifestyle through a holistic approach to weight-loss and weight management, nutrition education and fitness. Medifast’s proven results are based on the use of structured meal plans featuring Medifast Meals, which are nutritionally designed to assist customers with successful weight-loss and weight management. The company sells its products and programs via four unique distribution channels: 1) the web and national call centers, 2) the Take Shape For Life® personal coaching division, 3) Medifast Weight Control Centers®, and 4) a national network of physicians. Medifast was founded in 1980 and is located in Owings Mills, Maryland. For more information, log onto www.MedifastNow.com.

 

MED-F

 

 

 

 

Forward Looking Statements

 

Please Note: This release contains "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995. These forward-looking statements generally can be identified by use of phrases or terminology such as "intend" or other similar words or the negative of such terminology. Similarly, descriptions of Medifast's objectives, strategies, plans, goals or targets contained herein are also considered forward-looking statements. Medifast believes this release should be read in conjunction with all of its filings with the United States Securities and Exchange Commission and cautions its readers that these forward-looking statements are subject to certain events, risks, uncertainties, and other factors. Some of these factors include, among others, Medifast's inability to attract and retain independent Health Coaches and Members, stability in the pricing of print, TV and Direct Mail marketing initiatives affecting the cost to acquire customers, increases in competition, litigation, regulatory changes, and its planned growth into new domestic and international markets and new channels of distribution. Although Medifast believes that the expectations, statements, and assumptions reflected in these forward- looking statements are reasonable, it cautions readers to always consider all of the risk factors and any other cautionary statements carefully in evaluating each forward-looking statement in this release, as well as those set forth in its latest Annual Report on Form 10-K and Quarterly Report on Form 10-Q, and other filings filed with the United States Securities and Exchange Commission, including its current reports on Form 8-K. All of the forward-looking statements contained herein speak only as of the date of this release.

 

Investor Contact:

ICR, Inc.

Katie Turner

(646) 277-1228

 

 

 

 

MEDIFAST, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

As of December 31, 2015 and 2014

 

   2015   2014 
         
ASSETS          
Current assets:          
Cash and cash equivalents  $42,037,000   $24,459,000 
Accounts receivable-net of allowance for sales returns and doubtful accounts          
of $417,000 and $354,000   1,633,000    1,650,000 
Inventory   13,335,000    15,735,000 
Investment securities   25,072,000    28,185,000 
Income taxes, prepaid   1,549,000    5,099,000 
Prepaid expenses and other current assets   2,886,000    2,875,000 
Deferred tax assets   1,208,000    3,727,000 
Current assets of discontinued operations   353,000    184,000 
Total current assets   88,073,000    81,914,000 
           
Property, plant and equipment - net   29,029,000    33,477,000 
Other assets   205,000    497,000 
Long-term assets of discontinued operations   19,000    22,000 
           
TOTAL ASSETS  $117,326,000   $115,910,000 
           
LIABILITIES AND STOCKHOLDERS' EQUITY          
Current liabilities:          
Accounts payable and accrued expenses  $22,504,000   $21,854,000 
Current maturities of capital leases   219,000    232,000 
Current liabilities of discontinued operations   841,000    4,858,000 
Total current liabilities   23,564,000    26,944,000 
           
Other liabilities:          
Capital leases, net of current portion   -    242,000 
Deferred tax liabilities   4,890,000    5,492,000 
Long-term liabilities of discontinued operations   288,000    2,756,000 
Total liabilities   28,742,000    35,434,000 
           
Stockholders' Equity:          
Common stock; par value $.001 per share; 20,000,000 shares authorized;          
12,013,952 and 12,365,690 issued          
11,796,774 and 12,075,764 issued and outstanding   12,000    12,000 
Additional paid-in capital   -    1,132,000 
Accumulated other comprehensive income/(loss)   (62,000)   435,000 
Retained earnings   88,634,000    78,897,000 
Total stockholders' equity   88,584,000    80,476,000 
           
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY  $117,326,000   $115,910,000 

 

 

 

 

MEDIFAST, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

 

   Three Months Ended December 31,   Years Ended December 31, 
   2015   2014   2015   2014 
                 
Revenue  $61,312,000   $62,303,000   $272,773,000   $285,285,000 
Cost of sales   16,094,000    17,328,000    71,458,000    76,078,000 
Gross Profit   45,218,000    44,975,000    201,315,000    209,207,000 
                     
Selling, general, and administrative   39,684,000    40,790,000    172,631,000    178,961,000 
                     
Income from operations   5,534,000    4,185,000    28,684,000    30,246,000 
                     
Other income                    
Interest and dividend income, net   211,000    261,000    661,000    716,000 
Other income   197,000    (285,000)   326,000    731,000 
    408,000    (24,000)   987,000    1,447,000 
                     
Income from continuing operations before income taxes   5,942,000    4,161,000    29,671,000    31,693,000 
Provision for income taxes   2,040,000    1,577,000    10,104,000    10,664,000 
                     
Income from continuing operations   3,902,000    2,584,000    19,567,000    21,029,000 
Income (loss) from discontinued operations, net of tax   (42,000)   (5,945,000)   491,000    (7,848,000)
Net income  $3,860,000   $(3,361,000)  $20,058,000   $13,181,000 
                     
Basic earnings per share                    
Earnings per share from continuing operations  $0.33   $0.21   $1.64   $1.66 
Earnings (Loss) per share from discontinued operations  $-   $(0.49)  $0.04   $(0.62)
Earnings per share  $0.33   $(0.28)  $1.68   $1.04 
                     
Diluted earnings per share                    
Earnings per share from continuing operations  $0.33   $0.21   $1.62   $1.65 
Earnings (Loss) per share from discontinued operations  $-   $(0.49)  $0.04   $(0.62)
Earnings per share  $0.33   $(0.28)  $1.66   $1.03 
                     
Weighted average shares outstanding -                    
Basic   11,765,898    12,044,069    11,959,252    12,670,387 
Diluted   11,902,607    12,173,267    12,070,730    12,778,277 
                     
Cash dividends declared per share  $0.25   $-   $0.25   $- 

 

 

 

 

MEDIFAST, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

 

   Three Months Ended December 31,   Years Ended December 31, 
   2015   2014   2015   2014 
                 
Income from operations  $5,534,000   $4,185,000   $28,684,000   $30,246,000 
Adjustments                    
Franchise loan guarantee accrual   -    1,980,000    -    1,980,000 
Legal expenses- 13D   -    1,017,000    2,084,000    2,597,000 
Adjusted Income from operations  $5,534,000   $7,182,000   $30,768,000   $34,823,000 

 

 

   Three Months Ended December 31,   Years Ended December 31, 
   2015   2014   2015   2014 
                 
Income from continuing operations  $3,902,000   $2,584,000   $19,567,000   $21,029,000 
Adjustments                    
Franchise loan guarantee accrual   -    1,332,000    -    1,342,000 
Legal expenses- 13D   -    684,000    1,374,000    1,761,000 
Adjusted income from continuing operations  $3,902,000   $4,600,000   $20,941,000   $24,132,000 
Loss on discontinued operations, net of tax   (42,000)   (5,945,000)   491,000    (7,848,000)
Adjusted Net Income  $3,860,000   $(1,345,000)  $21,432,000   $16,284,000 
                     
Diluted earnings per share from continuing operations  $0.33   $0.21   $1.62   $1.65 
Impact for adjustments   -    0.17    0.11    0.24 
Adjusted diluted earnings per share continuing operations  $0.33   $0.38   $1.73   $1.89 
Diluted Loss per share from discontinued operations  $-   $(0.49)  $0.04   $(0.62)
Adjusted diluted earnings per share  $0.33   $(0.11)  $1.77   $1.27 

 

 

 



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